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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 19, 1996
SUPERIOR BANK FSB (as depositor under the Pooling and Servicing Agreement,
dated as of June 1, 1996, providing for the issuance of AFC Mortgage Loan Asset
Backed Certificates, Series 1996-2)
Superior Bank FSB
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(Exact name of registrant as specified in its charter)
United States 333-4492 36-1414142
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
One Lincoln Centre
Oakbrook Terrace, Illinois 60181
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (708) 916-4000
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Item 2. Acquisition or Disposition of Assets
Description of the Certificates, Sub-Pool 1 and Sub-Pool 2
On June 19, 1996 a single series of certificates, entitled AFC Mortgage
Loan Asset Backed Certificates, Series 1996-2 (the "Certificates") were issued
pursuant to a pooling and servicing agreement (the "Agreement") attached hereto
as Exhibit 4.1, dated as of June 1, 1996, among Superior Bank FSB, as depositor
(the "Depositor"), Lee Servicing Company, a division of Superior Bank FSB, as
servicer (the "Servicer") and LaSalle National Bank, as trustee (the "Trustee").
The Certificates consist of eight classes identified as Class 1A-1, Class 1A-2,
Class 1A-3, Class 1A-4, Class 1A-5, Class 1A-6 (collectively, the "Class 1A
Certificates"), Class 2A (the "Class 2A Certificates", together with the Class
1A Certificates, the "Class A Certificates") and Class R (the "Class R
Certificates"). The Certificates evidence in the aggregate the entire beneficial
ownership interest in a trust fund comprised of Sub-Pool 1 and Sub-Pool 2 (the
"Trust Fund"), consisting primarily of first and second liens on single-family
properties, multifamily properties and mixed residential and commercial
structures (the "Mortgage Loans") with an aggregate principal balance of
$144,780,291.59 as of June 1, 1996 (the "Cut-off Date") and an aggregate amount
of $53,510,393.36 deposited on the Closing Date in the Sub-Pool 1 Pre-Funding
Account and an aggregate amount of $31,641,122.34 deposited on the Closing Date
in the Sub-Pool 2 Pre-Funding Account. The Class A Certificates were sold by the
Depositor to Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill") and
J.P. Morgan Securities Inc. ("J.P. Morgan"), pursuant to an underwriting
agreement dated June 14, 1996 among the Depositor, Merrill and J.P. Morgan.
The Class A Certificates evidence, in the aggregate, $225,000,000 principal
amount as of the Cut-off Date. The Class 1A-1 Certificates will be entitled to
payments of interest accrued on the outstanding Class 1A-1 Principal Balance at
a variable pass-through rate. The Class 1A-2 Certificates will be entitled to
payments of interest accrued on the Class 1A-2 Principal Balance at a fixed rate
of 7.35% per annum. The Class 1A-3 Certificates will be entitled to payments of
interest accrued on the Class 1A-3 Principal Balance at a fixed rate of 7.59%
per annum. The Class 1A-4 Certificates will be entitled to payments of interest
accrued on the Class 1A-4 Principal Balance at a fixed rate of 7.74% per annum.
The Class 1A-5 Certificates will be entitled to payments of interest accrued on
the Class 1A-5 Principal Balance at a fixed rate of 8.00% per annum. The Class
1A-6 Certificates will be entitled to payments of interest accrued at the Class
1A-6 Pass Through Rate equal to the lesser of (i) a fixed rate of 8.30% per
annum and (ii) the weighted average of the mortgage rates of the Sub-Pool 1
Mortgage Loans minus, with respect to Sub-Pool 1, the sum of (a) the Servicing
Fee Rate, (b) the rate at which the Annual Trustee Expense Amount is calculated
and (c) the Premium Percentage. The Class 2A Certificates will be entitled to
payments of interest accrued on the outstanding Class 2A Principal Balance at a
variable pass-through rate. In addition, on each Remittance Date, each of the
Class A Certificates will be entitled to distributions allocable to principal
which will, as more fully described in the Agreement, include the principal
portion of all scheduled and unscheduled payments received on the Mortgage Loans
during an Accrual Period.
Credit support in respect of certain losses realized on the Mortgage Loans
will be covered by a certificate insurance policy (the "Certificate Insurance
Policy") issued by Financial
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Guaranty Insurance Company (the "Certificate Insurer") and, if the related
Remittance Date is prior to the Cross-over Date, Excess Spread received by the
Servicer. The Certificate Insurance Policy will irrevocably and unconditionally
guaranty payment on each Remittance Date to the Holders of the Class A
Certificates of the related Class A Remittance Amount. If the related Remittance
Date is prior to the Cross-Over Date with respect to a particular Sub-Pool,
Holders of the Class A Certificates will have a right to 100% of the related
Excess Spread to fund the amount by which the related Class A Remittance Amount
with respect to all Classes of related Class A Certificates exceeds the related
Available Remittance Amount for such Remittance Date. To the extent available,
the Net Excess Spread and Excess Principal with respect to a Sub-Pool will then
be applied to cover any Available Funds Shortfall with respect to the other
Sub-Pool. Capitalized terms used in the second paragraph hereof and not
otherwise defined shall have the meanings assigned to them in the Agreement.
On June 27, 1996 following the closing of the initial issuance of the
Certificates, pursuant to the Agreement, the Trustee purchased from the
Depositor Subsequent Mortgage Loans, as defined in the Agreement, with an
aggregate principal balance equal to $36,143,509.65 with respect to Sub-Pool 1
with funds on deposit in the Sub-Pool 1 Pre-Funding Account, and $20,481,138.71
with respect to Sub-Pool 2 with funds on deposit in the Sub-Pool 2 Pre-Funding
Account, both established pursuant to the Agreement at a purchase price equal to
the principal balance thereof, which Subsequent Mortgage Loans were conveyed to
the Trustee pursuant to a Subsequent Transfer Instrument, dated June 27, 1996,
between the Depositor and the Trustee (the "June 27 Instrument"). Attached to
the June 28 Instrument is the Mortgage Loan Schedule with respect to each
Sub-Pool listing the related Subsequent Mortgage Loans that are the subject of
such June 27 Instrument.
Items 3 through 6 and Item 8 are not included because they are not
applicable.
Item 7. Financial Statements and Exhibits
(a) Not applicable
(b) Not applicable
(c) Exhibits
4.1 Pooling and Servicing Agreement, dated as of June 1, 1996, by and among
Superior Bank FSB, as Depositor, Lee Servicing Company, a division of Superior
Bank FSB, as Servicer and LaSalle National Bank, as Trustee.
4.2 Subsequent Transfer Instrument, dated June 27, 1996, between Superior
Bank FSB as Depositor and LaSalle National Bank as Trustee.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SUPERIOR BANK FSB
By: /s/ WILLIAM C. BRACKEN
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Name: William C. Bracken
Title: Senior Vice President
and Chief Financial Officer
Dated: June 28, 1996
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EXHIBITS TABLE
4.1 Pooling and Servicing Agreement, dated as of June 1, 1996, by and among
Superior Bank FSB, as Depositor, Lee Servicing Company, a division of Superior
Bank FSB, as Servicer and LaSalle National Bank, as Trustee.
4.2 Subsequent Transfer Instrument, dated June 27, 1996, between Superior
Bank FSB as Depositor and LaSalle National Bank as Trustee.
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POOLING AND SERVICING AGREEMENT
Dated as of June 1, 1996
LASALLE NATIONAL BANK
(Trustee)
SUPERIOR BANK FSB
(Depositor)
and
LEE SERVICING COMPANY,
A DIVISION OF SUPERIOR BANK FSB
(Servicer)
AFC Mortgage Loan Asset Backed
Certificates, Series 1996-2
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TABLE OF CONTENTS
ARTICLE I
DEFINITIONS................................................................... 2
ARTICLE II
SALE AND CONVEYANCE OF THE TRUST FUND........................................ 41
Section 2.01 Sale and Conveyance of Trust Fund; Priority and Subordination of
Ownership Interests............................................ 41
Section 2.02 Possession of Mortgage Files................................... 41
Section 2.03 Books and Records.............................................. 41
Section 2.04 Delivery of Mortgage Loan Documents............................ 42
Section 2.05 Acceptance by Trustee of the Trust Fund; Certain Substitutions;
Certification by Trustee....................................... 45
Section 2.06 [Reserved]..................................................... 47
Section 2.07 Execution of Certificates...................................... 47
Section 2.08 Fees and Expenses of the Trustee............................... 47
Section 2.09 Application of Principal and Interest.......................... 47
Section 2.10 Conveyance of the Subsequent Mortgage Loans.................... 48
ARTICLE III
REPRESENTATIONS AND WARRANTIES............................................... 52
Section 3.01 Representations of the Depositor............................... 52
Section 3.02 Individual Mortgage Loans...................................... 54
Section 3.03 Purchase and Substitution...................................... 62
ARTICLE IV
THE CERTIFICATES............................................................. 65
Section 4.01 The Certificates............................................... 65
Section 4.02 Registration of Transfer and Exchange of Certificates.......... 65
Section 4.03 Mutilated, Destroyed, Lost or Stolen Certificates.............. 70
Section 4.04 Persons Deemed Owners.......................................... 71
Section 4.05 Information Reports to be Filed by the Servicer................ 71
ARTICLE V
ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS........................... 72
Section 5.01 Duties of the Servicer......................................... 72
Section 5.02 Liquidation of Mortgage Loans.................................. 74
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Section 5.03 Establishment of Principal and Interest Accounts; Deposits in
Principal and Interest Accounts................................ 75
Section 5.04 Permitted Withdrawals From the Principal and Interest Account.. 76
Section 5.05 Payment of Property Taxes, Insurance and Other Charges......... 78
Section 5.06 Transfer of Accounts; Monthly Statements....................... 79
Section 5.07 Maintenance of Hazard Insurance................................ 79
Section 5.08 Maintenance of Mortgage Impairment Insurance Policy............ 80
Section 5.09 Fidelity Bond.................................................. 80
Section 5.10 Title, Management and Disposition of REO Property.............. 81
Section 5.11 Right to Repurchase Defaulted Mortgage Loans................... 83
Section 5.12 Collection of Certain Mortgage Loan Payments................... 84
Section 5.13 Access to Certain Documentation and Information Regarding the
Mortgage Loans................................................. 84
Section 5.14 Superior Liens................................................. 85
Section 5.15. Environmental Matters.......................................... 85
Section 5.16 Acknowledgment of Duties and Obligations....................... 86
ARTICLE VI
PAYMENTS TO THE CERTIFICATEHOLDERS........................................... 87
Section 6.01 Establishment of Certificate Account; Deposits in Certificate
Account........................................................ 87
Section 6.02 Permitted Withdrawals from Certificate Account................. 87
Section 6.03 Establishment of Trustee Expense Account; Deposits in Trustee
Expense Account; Permitted Withdrawals from Trustee Expense
Account........................................................ 88
Section 6.04 Payment of Monthly Premium to Certificate Insurer.............. 90
Section 6.05 Investment of Accounts......................................... 90
Section 6.06 Priority and Subordination of Distributions.................... 91
Section 6.07 Insufficiency of Amount Available or Net Excess Amount
Available......................................................106
Section 6.08 Statements.....................................................106
Section 6.09 Advances by the Servicer.......................................111
Section 6.10 Compensating Interest..........................................112
Section 6.11 [Reserved].....................................................112
Section 6.12 Pre-Funding Account............................................112
Section 6.13 Interest Coverage Account......................................113
Section 6.14 Reserve Account................................................114
Section 6.15 Supplemental Interest Account..................................116
ARTICLE VII
GENERAL SERVICING PROCEDURE..................................................117
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Section 7.01 Assumption Agreements..........................................117
Section 7.02 Satisfaction of Mortgages and Release of Mortgage Files........117
Section 7.03 Servicing Compensation.........................................119
Section 7.04 Annual Statement as to Compliance..............................119
Section 7.05 Annual Independent Public Accountants' Servicing Report and
Comfort Letter.................................................120
Section 7.06 Certificateholder's, Trustee's and Certificate Insurer's Right to
Examine Servicer Records.......................................120
Section 7.07 Reports to the Trustee; Principal and Interest Account
Statements.....................................................120
ARTICLE VIII
REPORTS TO BE PROVIDED BY SERVICER...........................................122
Section 8.01 Financial Statements...........................................122
ARTICLE IX
THE SERVICER.................................................................123
Section 9.01 Indemnification; Third Party Claims............................123
Section 9.02 Merger or Consolidation of the Depositor and the Servicer......124
Section 9.03 Limitation on Liability of the Servicer and Others.............124
Section 9.04 Servicer Not to Resign.........................................124
Section 9.05 Representations of the Servicer................................125
Section 9.06 Accounting Upon Resignation or Termination of Servicer.........126
ARTICLE X
DEFAULT......................................................................128
Section 10.01 Events of Default..............................................128
Section 10.02 Trustee to Act; Appointment of Successor.......................131
Section 10.03 Waiver of Defaults.............................................133
ARTICLE XI
TERMINATION..................................................................134
Section 11.01 Termination....................................................134
Section 11.02 Additional Termination Requirements............................136
Section 11.03 Depositor's Right to Depositor's Yield Absolute................137
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ARTICLE XII
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THE TRUSTEE..................................................................138
Section 12.01 Duties of Trustee..............................................138
Section 12.02 Certain Matters Affecting the Trustee..........................140
Section 12.03 Trustee Not Liable for Certificates or Mortgage Loans..........141
Section 12.04 Trustee May Own Certificates...................................142
Section 12.05 Servicer to Pay Trustee's Fees and Expenses....................142
Section 12.06 Eligibility Requirements for Trustee...........................143
Section 12.07 Resignation and Removal of the Trustee.........................143
Section 12.08 Successor Trustee..............................................144
Section 12.09 Merger or Consolidation of Trustee.............................145
Section 12.10 Appointment of Co-Trustee or Separate Trustee..................145
Section 12.11 Tax Returns....................................................146
Section 12.12 Appointment of Custodians......................................146
Section 12.13 Trustee May Enforce Claims Without Possession of Certificates..146
Section 12.14 Suits for Enforcement..........................................147
Section 12.15 Control of Remedies by Certificate Insurer and
Certificateholders.............................................147
ARTICLE XIII
REMIC PROVISIONS.............................................................148
Section 13.01 REMIC Administration...........................................148
Section 13.02 Prohibited Transactions and Activities.........................151
Section 13.03 Servicer and Trustee Indemnification...........................151
ARTICLE XIV
MISCELLANEOUS PROVISIONS.....................................................152
Section 14.01 Acts of Certificateholders.....................................152
Section 14.02 Amendment......................................................152
Section 14.03 Recordation of Agreement.......................................153
Section 14.04 Duration of Agreement..........................................153
Section 14.05 Governing Law..................................................153
Section 14.06 Notices........................................................154
Section 14.07 Severability of Provisions.....................................155
Section 14.08 No Partnership.................................................155
Section 14.09 Counterparts...................................................155
Section 14.10 Successors and Assigns.........................................155
Section 14.11 Headings.......................................................155
Section 14.12 The Certificate Insurer........................................155
Section 14.13 Paying Agent...................................................156
Section 14.14 Actions of Certificateholders..................................156
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Section 14.15 Grant of Security Interest.....................................157
EXHIBIT A CONTENTS OF MORTGAGE FILE
EXHIBIT B-1 FORM OF CLASS 1A CERTIFICATE
EXHIBIT B-2 FORM OF CLASS 2A CERTIFICATE
EXHIBIT B-3 FORM OF CLASS R CERTIFICATE
EXHIBIT B-4 FORM OF REVERSE OF CERTIFICATE
EXHIBIT C PRINCIPAL AND INTEREST ACCOUNT LETTER AGREEMENT
EXHIBIT D RESALE CERTIFICATION
EXHIBIT E ASSIGNMENT
EXHIBIT E(1) WIRING INSTRUCTIONS FORM
EXHIBIT F FORM OF TRUSTEE INITIAL CERTIFICATION
EXHIBIT F-1 FORM OF TRUSTEE INTERIM CERTIFICATION
EXHIBIT G FORM OF TRUSTEE FINAL CERTIFICATION
EXHIBIT H-1 MORTGAGE LOAN SCHEDULE FOR SUB-POOL 1
EXHIBIT H-2 MORTGAGE LOAN SCHEDULE FOR SUB-POOL 2
EXHIBIT I REQUEST FOR RELEASE OF DOCUMENTS
EXHIBIT J TRANSFER AFFIDAVIT
EXHIBIT J-1 FORM OF TRANSFER CERTIFICATE
EXHIBIT K FORM OF NOTICE
EXHIBIT L CUSTODIAL AGREEMENT
EXHIBIT M FORM OF LIQUIDATION REPORT
EXHIBIT N FORM OF DELINQUENCY REPORT
EXHIBIT O CERTIFICATE INSURANCE POLICY
EXHIBIT P PRINCIPAL PAYMENT TABLES
EXHIBIT Q FORM OF SERVICER'S MONTHLY REMITTANCE REPORT TO
TRUSTEE
EXHIBIT R INTENTIONALLY OMITTED
EXHIBIT S MORTGAGE LOANS 30 OR MORE DAYS DELINQUENT
EXHIBIT T SUBSEQUENT TRANSFER INSTRUMENT
EXHIBIT U FORM OF ADDITION NOTICE
EXHIBIT V OFFICER'S CERTIFICATE
EXHIBIT W FORM OF AGREEMENT OF APPOINTMENT AND ACCEPTANCE
OF SEPARATE TRUSTEE
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<PAGE>
Agreement dated as of June 1, 1996, among LaSalle National Bank, as trustee
(the "Trustee"), Superior Bank FSB, as depositor (the "Depositor"), and Lee
Servicing Company, a division of Superior Bank FSB, as servicer (the
"Servicer").
PRELIMINARY STATEMENT
In order to facilitate the servicing of certain Mortgage Loans by the
Servicer, the Servicer and the Depositor are entering into this Agreement with
the Trustee. The Depositor is transferring the Sub-Pool 1 Mortgage Loans and
Sub-Pool 2 Mortgage Loans to the Trustee for the benefit of the
Certificateholders under this Agreement, pursuant to which eight classes of
Certificates are being issued on the Closing Date, denominated on the face
thereof as AFC Mortgage Loan Asset Backed Certificates, Series 1996-2, Class
1A-1, Class 1A-2, Class 1A-3, Class 1A-4, Class 1A-5, Class 1A-6, Class 2A and
Class R, respectively.
The Class 1A, Class 2A and the Class R Certificates represent, in the
aggregate, a 100% undivided ownership interest in the Mortgage Loans and all
proceeds thereof due after the Cut-off Date with respect to the Initial Mortgage
Loans and due after a Subsequent Cut-off Date with respect to the Subsequent
Mortgage Loans (other than the Depositor's Yield). The Sub-Pool 1 Initial
Mortgage Loans have an aggregate outstanding principal balance of $91,623,068.53
as of the Cut-off Date, and the Sub-Pool 2 Initial Mortgage Loans have an
aggregate outstanding principal balance of $53,157,223.06 as of the Cut-off
Date, after application of payments received by the Depositor on or before such
date. The aggregate outstanding principal balance of both Sub-Pools is
$144,780,291.59 as of the Cut-off Date. SubPool 1 consists of fixed rate
mortgage loans and Sub-Pool 2 consists of adjustable rate mortgage loans. The
Class 1A-1 Certificates will have a variable pass-through rate, the Class 1A-2
Certificates have a fixed Class 1A-2 Pass-Through Rate of 7.35% per annum, the
Class 1A-3 Certificates have a fixed Class 1A-3 Pass-Through Rate of 7.59% per
annum, the Class 1A-4 Certificates have a fixed Class 1A-4 Pass-Through Rate of
7.74% per annum, the Class 1A-5 Certificates have a fixed Class 1A-5
Pass-Through Rate of 8.00% per annum and the Class 1A-6 Certificates will accrue
interest at the Class 1A-6 Pass Through Rate equal to the lesser of (i) a fixed
rate of 8.30% per annum and (ii) the weighted average of the Mortgage Rates of
the Sub-Pool 1 Mortgage Loans minus, with respect to Sub-Pool 1, the sum of (a)
the Servicing Fee Rate, (b) the rate at which the Annual Trustee Expense Amount
is calculated and (c) the Premium Percentage. The Class 2A Certificates will
have a variable pass-through rate. As provided herein, the Class R Certificates
are subordinate to the Class A Certificates. As provided herein, the Servicer
will make an election that the segregated pool of assets subject to this
Agreement, including the Mortgage Loans, be treated for federal income tax
purposes as a "real estate mortgage investment conduit" (a "REMIC"). The Class
1A and Class 2A Certificates will be "regular interests" and the Class R
Certificates will be the sole Class of "residual interests" in such REMIC.
The parties hereto agree as follows:
[Intentionally Left Blank]
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ARTICLE I
DEFINITIONS
Whenever used in this Agreement, including the Preliminary Statement, the
following words and phrases, unless the context otherwise requires, shall have
the following meanings. This Agreement relates to the Trust Fund consisting of
Sub-Pool 1 and Sub-Pool 2, evidenced by AFC Mortgage Loan Asset Backed
Certificates, Series 1996-2, Class 1A-1, Class 1A-2, Class 1A-3, Class 1A-4,
Class 1A-5, Class 1A-6, Class 2A and Class R. All calculations of interest
pursuant to this Agreement, unless otherwise specified, are based on a 360-day
year consisting of twelve 30-day months.
ACCOUNT: Any of the Certificate Accounts, Trustee Expense Accounts,
Interest Coverage Accounts, Reserve Accounts, Principal and Interest Accounts,
Pre-Funding Accounts, or Supplemental Interest Account established by the
Trustee and held in trust by the Trustee for the Certificateholders. The
Trustee's obligation to establish and maintain the Accounts is not delegable,
except with respect to the Principal and Interest Accounts.
ACCRUAL PERIOD: With respect to the Class 1A-1 and Class 2A Certificates
and with respect to any Remittance Date other than the July 1996 Remittance
Date, the period commencing on the immediately preceding Remittance Date and
ending on the day immediately preceding such Remittance Date. With respect to
the July 1996 Remittance Date, the period commencing on the Closing Date and
ending on the day immediately preceding the July 1996 Remittance Date.
ADDITION NOTICE: With respect to the transfer of Subsequent Mortgage Loans
to the Trust Fund pursuant to Section 2.10 of this Agreement, a notice,
substantially in the form of Exhibit U, which shall be given not later than two
Business Days prior to the related Subsequent Transfer Date, of the Depositor's
designation of Subsequent Mortgage Loans to be sold to the Trust Fund and the
aggregate principal balance of such Subsequent Mortgage Loans.
ADDITIONAL PRINCIPAL: With respect to the Class 1A or Class 2A Certificates
and any Remittance Date, an amount equal to the lesser of (i) the amount
necessary to reduce the related Class 1A or Class 2A Principal Balance so that
the Overcollateralization Amount for the related Sub-Pool equals the related
Required Overcollateralization Amount for such Sub-Pool and (ii) the sum of (a)
the Remaining Net Excess Spread for such Sub-Pool, (b) the Available Transfer
Cashflow for such Sub-Pool and (c) the Net Excess Principal for such Sub-Pool.
ADJUSTMENT DATE: With respect to each Sub-Pool 2 Mortgage Loan, a date on
which the Mortgage Rate may adjust, as provided in the related Mortgage Note.
ADVERSE REMIC EVENT: As defined in Section 13.01(f).
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AFFILIATE: With respect to any Person, any other Person controlling,
controlled by or under common control with such Person. For the purposes of this
definition, "control" means the power to direct the management and policies of
such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
AGREEMENT: This Pooling and Servicing Agreement and all amendments hereof
and supplements hereto.
AMOUNT AVAILABLE: With respect to any Sub-Pool and for a particular
Remittance Date, the sum of (i) the Available Remittance Amount for such
Sub-Pool (reduced by the related Monthly Premium to be paid to the Certificate
Insurer pursuant to Section 6.04), (ii) the Excess Spread with respect to such
Sub-Pool for such Remittance Date, (iii) if an Available Funds Shortfall exists
in such Sub-Pool, (a) first, the Net Excess Spread from the other Sub-Pool, to
the extent of such Available Funds Shortfall, (b) second, the Excess Principal
from the other Sub-Pool, to the extent of any remaining Available Funds
Shortfall and (c) third, any amounts in respect of any remaining Available Funds
Shortfall withdrawn from the related Reserve Account and deposited in the
related Certificate Account, (iv) (a) first, the Available Transfer Cashflow, to
the extent necessary to reach the Required Overcollateralization Amount for such
Sub-Pool and (b) second, the Net Excess Principal, to the extent necessary to
reach the Required Overcollateralization Amount for such Sub-Pool and (v) any
Insured Payments with respect to such Sub-Pool.
AMOUNTS HELD FOR FUTURE DISTRIBUTION: With respect to any SubPool and as to
any Remittance Date, the aggregate amount held in the Principal and Interest
Account with respect to such Sub-Pool on account of all Monthly Payments, or
portions thereof, received in respect of scheduled principal and interest due
after the Due Period related to such Remittance Date for application on the
scheduled Due Date at the request of the Mortgagor.
ANNUAL TRUSTEE EXPENSE AMOUNT: As of each Remittance Date, with respect to
each Mortgage Loan, an amount equal to one-twelfth of the product of 0.03%
multiplied by the related Principal Balance.
APPRAISED VALUE: The appraised value of the Mortgaged Property based upon
the appraisal made by or for the originator at the time of the origination of
the related Mortgage Loan, or the sales price of the Mortgaged Property at the
time of such origination, whichever is less.
ASSIGNMENT OF LEASES: With respect to any Mortgaged Property related to the
Sub-Pool 1 Multifamily Loans and Sub-Pool 1 Mixed Use Loans, any assignment of
leases, rents and profits or similar document or instrument executed by the
related Mortgagor in connection with the origination of the related Sub-Pool 1
Multifamily Loan or Sub-Pool 1 Mixed Use Loan assigning to the mortgagee all of
the income, rents and profits derived from the ownership, operation, leasing or
disposition of all or a portion of such Mortgaged Property.
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ASSIGNMENT OF MORTGAGE: With respect to each Mortgage Loan, an assignment
of the Mortgage, notice of transfer or equivalent instrument sufficient under
the laws of the jurisdiction wherein the related Mortgaged Property is located
to reflect of record the sale of the Mortgage to the Trustee for the benefit of
the Certificateholders.
AUTHORIZED DENOMINATIONS: Each of the Class 1A and Class 2A Certificates
are issuable only in the minimum Percentage Interest corresponding to a minimum
denomination of $100,000 or integral multiples of $1,000 in excess thereof
(except that a single Certificate for each of the Class 1A-1, Class 1A-2, Class
1A-3, Class 1A-4, Class 1A-5, Class 1A-6 and Class 2A Certificates may be issued
in a different amount which is less than the related minimum dollar
denomination).
AVAILABLE FUNDS SHORTFALL: With respect to any Sub-Pool and for a
particular Remittance Date, the amount by which the Available Remittance Amount
plus Excess Spread for such Sub-Pool is less than the Required Payments (other
than in respect of the Class A Principal Remittance Amount after the related
Cross-over Date) for such Sub-Pool.
AVAILABLE PRINCIPAL AMOUNT: With respect to any Sub-Pool and for a
particular Remittance Date, the excess, if any, of the amount described in the
definition of Class A Principal Remittance Amount without giving effect to
clause (a) thereof over the amount described in the definition of Class A
Principal Remittance Amount, after giving effect to clause (a) thereof.
AVAILABLE REMITTANCE AMOUNT: With respect to each Sub-Pool and Remittance
Date, the sum of the following: (i) the sum of all amounts described in clauses
(i) through (vii), inclusive, of Section 5.03 received by the Servicer or any
Subservicer (including any amounts paid by the Servicer or the Depositor and
excluding any Excess Spread with respect to the related Sub-Pool, any related
Amounts Held for Future Distribution, any amounts not required to be deposited
in the related Principal and Interest Account pursuant to Section 5.03 and any
amounts withdrawn by the Servicer pursuant to Section 5.04(ii), (iii), (vi) and
(vii) as of the related Determination Date) during the related Due Period and
deposited into the related Certificate Account as of the related Determination
Date, (ii) the amount of any Advances and Compensating Interest payments with
respect to the related Sub-Pool remitted by the Servicer for such Remittance
Date, (iii) with respect to the final Remittance Date in connection with the
purchase of all the Mortgage Loans and REO Properties by the Servicer or
Certificate Insurer, the Termination Price remitted by the Servicer, (iv) the
amount of any Interest Coverage Addition with respect to the related Sub-Pool
for such Remittance Date and (v) with respect to the Class 2A Certificates only,
Supplemental Interest, if any. No amount included in the computation of the
Available Remittance Amount with respect to any Remittance Date by virtue of
being described by any component of the definition thereof shall be included
more than once by virtue of also being described by any other component or
otherwise.
AVAILABLE TRANSFER CASHFLOW: With respect to each Sub-Pool and for a
particular Remittance Date, an amount equal to the Remaining Net Excess Spread
for the other
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Sub-Pool remaining after the payment, if any, of Additional Principal on the
Class A Certificates related to such other Sub-Pool.
BOOK-ENTRY CERTIFICATE: Any Class 1A or Class 2A Certificate registered in
the name of the Depository or its nominee.
BUSINESS DAY: Any day other than (i) a Saturday or Sunday, or (ii) a day on
which banking institutions in the States of New York, Illinois or New Jersey are
authorized or obligated by law or executive order to be closed; provided,
however, that the Servicer shall provide the Trustee with a list of dates on
which banking institutions in the State of New Jersey are authorized or
obligated by law or executive order to be closed and such list shall be revised
annually thereafter and delivered to the Trustee prior to the expiration of the
most recent list provided. Failure to provide such list shall not constitute an
Event of Default; provided that the Trustee may rely on the most recently
delivered list without further investigation.
CAP AGREEMENT: The Cap Agreement, dated as of June __, 1996, between the
Cap Provider and the Trustee, pursuant to which the Cap Provider will make
payments in an amount equal to Supplemental Interest to the Trustee on each
Remittance Date through and including the February 25, 1997 Remittance Date.
CAP AGREEMENT EVENT OF DEFAULT: As defined in the Cap Agreement.
CAP AGREEMENT TERMINATION EVENT: As defined in the Cap Agreement.
CAP PROVIDER: Merrill Lynch Capital Services, Inc.
CERCLA: The Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended.
CERTIFICATE: Any Class 1A-1 Certificate, Class 1A-2 Certificate, Class 1A-3
Certificate, Class 1A-4 Certificate, Class 1A-5 Certificate, Class 1A-6
Certificate, Class 2A Certificate or Class R Certificate executed by the Trustee
on behalf of the Trust Fund and authenticated by the Trustee, substantially in
the applicable form annexed hereto as Exhibits B-1 through B-3.
CERTIFICATE ACCOUNT: With respect to each Sub-Pool, as described in Section
6.01. With respect to Sub-Pool 1, the Certificate Account shall be known as the
Sub-Pool 1 Certificate Account and with respect to Sub-Pool 2, the Certificate
Account shall be known as the Sub-Pool 2 Certificate Account.
CERTIFICATEHOLDER or HOLDER: The Person in whose name a Certificate is
registered in the Certificate Register, except that, neither a Disqualified
Organization nor a Non-United States Person shall be a Holder of a Class R
Certificate for any purposes hereof and,
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solely for the purposes of giving any consent, waiver, request or demand
pursuant to this Agreement, any Certificate registered in the name of the
Depositor, the Servicer or any Subservicer, or registered in the name of any
Person known to a Responsible Officer of the Trustee to be an Affiliate of any
of them, shall be deemed not to be outstanding and the undivided Percentage
Interest evidenced thereby shall not be taken into account in determining
whether the requisite Percentage Interest of Certificates necessary to effect
any such consent, waiver, request or demand has been obtained. For purposes of
any consent, waiver, request or demand of Certificateholders pursuant to this
Agreement, upon the Trustee's request, the Depositor, the Servicer and any
Subservicer shall provide to the Trustee a notice identifying any of their
respective affiliates that is a Certificateholder as of the date(s) specified by
the Trustee in such request. All references to "Holders" or "Certificateholders"
shall reflect the rights of Certificate Owners as they may indirectly exercise
such rights through the Depository and participating members thereof, except as
otherwise specified herein; provided, however, that the Trustee shall be
required to recognize as a "Holder" or "Certificateholder" only the Person in
whose name a Certificate is registered in the Certificate Register.
CERTIFICATE INSURANCE POLICY: The certificate guaranty surety bond, policy
number 96010315, dated the Closing Date, issued by the Certificate Insurer for
the benefit of the Holders of the Class A Certificates, pursuant to which the
Certificate Insurer guarantees Insured Payments, a copy of which is attached
hereto as Exhibit O.
CERTIFICATE INSURER: Financial Guaranty Insurance Company, a New York stock
insurance corporation, or any successor thereof, as issuer of the Certificate
Insurance Policy.
CERTIFICATE OWNER: With respect to a Book-Entry Certificate, the Person who
is the beneficial owner of such Certificate as reflected on the books of the
Depository or on the books of a Person maintaining an account with the
Depository (directly or as an indirect participant, in accordance with the rules
of the Depository).
CERTIFICATE REGISTER: As defined in Section 4.02.
CERTIFICATE REGISTRAR: Initially, the Trustee, and thereafter, any
successor appointed pursuant to Section 4.02.
CLASS: Collectively, Certificates bearing the same numerical or
alphabetical designation (1A, 1A-1, 1A-2, 1A-3, 1A-4, 1A-5, 1A-6, 2A or R).
CLASS 1A MAJORITY CERTIFICATEHOLDERS: The Holder or Holders of Class 1A-1,
Class 1A-2, Class 1A-3, Class 1A-4, Class 1A-5 and Class 1A-6 Certificates
possessing Voting Rights in excess of 51% in the aggregate.
CLASS 1A CERTIFICATE: Either a Class 1A-1, Class 1A-2, Class 1A-3, Class
1A-4, Class 1A-5 or Class 1A-6 Certificate.
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CLASS 1A CERTIFICATEHOLDER: A Holder of a Class 1A-1, Class 1A-2, Class
1A-3, Class 1A-4, Class 1A-5 or Class 1A-6 Certificate.
CLASS 1A INTEREST REMITTANCE AMOUNT: As to any Remittance Date, the sum of
the Class 1A-1 Interest Remittance Amount, the Class 1A-2 Interest Remittance
Amount, the Class 1A-3 Interest Remittance Amount, the Class 1A-4 Interest
Remittance Amount, the Class 1A-5 Interest Remittance Amount and the Class 1A-6
Interest Remittance Amount.
CLASS 1A-1 CERTIFICATE: A Certificate denominated as a Class 1A-1
Certificate.
CLASS 1A-2 CERTIFICATE: A Certificate denominated as a Class 1A-2
Certificate.
CLASS 1A-3 CERTIFICATE: A Certificate denominated as a Class 1A-3
Certificate.
CLASS 1A-4 CERTIFICATE: A Certificate denominated as a Class 1A-4
Certificate.
CLASS 1A-5 CERTIFICATE: A Certificate denominated as a Class 1A-5
Certificate.
CLASS 1A-6 CERTIFICATE: A Certificate denominated as a Class 1A-6
Certificate.
CLASS 1A-1 CERTIFICATEHOLDER: A Holder of a Class 1A-1 Certificate.
CLASS 1A-2 CERTIFICATEHOLDER: A Holder of a Class 1A-2 Certificate.
CLASS 1A-3 CERTIFICATEHOLDER: A Holder of a Class 1A-3 Certificate.
CLASS 1A-4 CERTIFICATEHOLDER: A Holder of a Class 1A-4 Certificate.
CLASS 1A-5 CERTIFICATEHOLDER: A Holder of a Class 1A-5 Certificate.
CLASS 1A-6 CERTIFICATEHOLDER: A Holder of a Class 1A-6 Certificate.
CLASS 1A-1 PASS-THROUGH RATE: As to any Remittance Date, the least of (i)
One-Month LIBOR plus 0.11% per annum, (ii) the weighted average of the Mortgage
Rates of the Sub-Pool 1 Mortgage Loans minus, with respect to Sub-Pool 1, the
sum of (a) the Servicing Fee Rate, (b) the rate at which the Annual Trustee
Expense Amount is calculated and (c) the Premium Percentage and (iii) 10.00% per
annum. For purposes of calculating the Class
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1A-1 Pass-Through Rate for any Remittance Date, because the Sub-Pool 1 Mortgage
Loans provide for the calculation of interest on a basis other than a 360-day
year and the actual number of days elapsed (an "Actual/360 Basis") (which is the
basis on which interest is calculated on the Class 1A-1 Certificates), the basis
on which interest is computed on the Sub-Pool 1 Mortgage Loans will be deemed
adjusted to an Actual/360 Basis that will result in the same amount of interest
being due as would be due using the method of computation of interest that is
used to calculate interest on the Sub-Pool 1 Mortgage Loans.
CLASS 1A-2 PASS-THROUGH RATE: The fixed annual rate of interest payable to
the Class 1A-2 Certificateholders which shall be equal to 7.35%.
CLASS 1A-3 PASS-THROUGH RATE: The fixed annual rate of interest payable to
the Class 1A-3 Certificateholders which shall be equal to 7.59%.
CLASS 1A-4 PASS-THROUGH RATE: The fixed annual rate of interest payable to
the Class 1A-4 Certificateholders which shall be equal to 7.74%.
CLASS 1A-5 PASS-THROUGH RATE: The fixed annual rate of interest payable to
the Class 1A-5 Certificateholders which shall be equal to 8.00%.
CLASS 1A-6 PASS-THROUGH RATE: As to any Remittance Date, the lesser of (i)
a fixed rate of 8.30% per annum and (ii) the weighted average of the Mortgage
Rates of the Sub-Pool 1 Mortgage Loans minus, with respect to Sub-Pool 1, the
sum of (a) the Servicing Fee Rate, (b) the rate at which the Annual Trustee
Expense Amount is calculated and (c) the Premium Percentage.
CLASS 1A-1 INTEREST REMITTANCE AMOUNT: As to any Remittance Date, the
interest accrued at the Class 1A-1 Pass-Through Rate for the Accrual Period on
the Class 1A-1 Principal Balance.
CLASS 1A-2 INTEREST REMITTANCE AMOUNT: As to any Remittance Date, 30 days'
interest at the Class 1A-2 Pass-Through Rate on the Class 1A-2 Principal Balance
outstanding immediately prior to such Remittance Date.
CLASS 1A-3 INTEREST REMITTANCE AMOUNT: As to any Remittance Date, 30 days'
interest at the Class 1A-3 Pass-Through Rate on the Class 1A-3 Principal Balance
outstanding immediately prior to such Remittance Date.
CLASS 1A-4 INTEREST REMITTANCE AMOUNT: As to any Remittance Date, 30 days'
interest at the Class 1A-4 Pass-Through Rate on the Class 1A-4 Principal Balance
outstanding immediately prior to such Remittance Date.
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CLASS 1A-5 INTEREST REMITTANCE AMOUNT: As to any Remittance Date, 30 days'
interest at the Class 1A-5 Pass-Through Rate on the Class 1A-5 Principal Balance
outstanding immediately prior to such Remittance Date.
CLASS 1A-6 INTEREST REMITTANCE AMOUNT: As to any Remittance Date, 30 days'
interest at the Class 1A-6 Pass-Through Rate on the Class 1A-6 Principal Balance
outstanding immediately prior to such Remittance Date.
CLASS 1A PRINCIPAL BALANCE: With respect to the Class 1A Certificates and
as of any date of determination, the Original Class 1A Principal Balance reduced
by the sum of (A) all amounts (including that portion of Insured Payments, if
any, made in respect of principal) previously distributed to the Class 1A
Certificateholders in respect of principal on all previous Remittance Dates on
account of amounts described in clauses (c)(i) through (iv), inclusive, and
clauses (c)(v) (to the extent the payment pursuant to clause (c)(v) is in
respect of principal not previously covered by an Insured Payment), (c)(vi) and
(c)(viii) of the definition of Class A Principal Remittance Amount, (B) all
amounts previously distributed to the Class 1A Certificateholders in respect of
principal pursuant to Sections 6.06(c)(A)(X)(xiv) through (xix) and (C) all
amounts previously distributed to the Class 1A Certificateholders pursuant to
the last paragraph of Section 6.06(c).
CLASS 1A-1 PRINCIPAL BALANCE: With respect to the Class 1A-1 Certificates
and as of any date of determination, the Original Class 1A-1 Principal Balance
reduced by the sum of (A) all amounts (including that portion of Insured
Payments, if any, made in respect of principal) previously distributed to the
Class 1A-1 Certificateholders in respect of principal on all previous Remittance
Dates on account of amounts described in clauses (c)(i) through (iv), inclusive,
and clauses (c)(v) (to the extent the payment pursuant to clause (c)(v) is in
respect of principal not previously covered by an Insured Payment), (c)(vi) and
(c)(viii) of the definition of Class A Principal Remittance Amount, (B) all
amounts previously distributed to the Class 1A-1 Certificateholders in respect
of principal pursuant to Section 6.06(c)(A)(X)(xiv) and (C) all amounts
previously distributed to the Class 1A-1 Certificateholders pursuant to the last
paragraph of Section 6.06(c).
CLASS 1A-2 PRINCIPAL BALANCE: With respect to the Class 1A-2 Certificates
and as of any date of determination, the Original Class 1A-2 Principal Balance
reduced by the sum of (A) all amounts (including that portion of Insured
Payments, if any, made in respect of principal) previously distributed to the
Class 1A-2 Certificateholders in respect of principal on all previous Remittance
Dates on account of amounts described in clauses (c)(i) through (iv), inclusive,
and clauses (c)(v) (to the extent the payment pursuant to clause (c)(v) is in
respect of principal not previously covered by an Insured Payment), (c)(vi) and
(c)(viii) of the definition of Class A Principal Remittance Amount, (B) all
amounts previously distributed to the Class 1A-2 Certificateholders in respect
of principal pursuant to Section 6.06(c)(A)(X)(xv) and (C) all amounts
previously distributed to the Class 1A-2 Certificateholders pursuant to the last
paragraph of Section 6.06(c).
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CLASS 1A-3 PRINCIPAL BALANCE: With respect to the Class 1A-3 Certificates
and as of any date of determination, the Original Class 1A-3 Principal Balance
reduced by the sum of (A) all amounts (including that portion of Insured
Payments, if any, made in respect of principal) previously distributed to the
Class 1A-3 Certificateholders in respect of principal on all previous Remittance
Dates on account of amounts described in clauses (c)(i) through (iv), inclusive,
and clauses (c)(v) (to the extent the payment pursuant to clause (c)(v) is in
respect of principal not previously covered by an Insured Payment), (c)(vi) and
(c)(viii) of the definition of Class A Principal Remittance Amount, (B) all
amounts previously distributed to the Class 1A-3 Certificateholders in respect
of principal pursuant to Section 6.06(c)(A)(X)(xvi) and (C) all amounts
previously distributed to the Class 1A-3 Certificateholders pursuant to the last
paragraph of Section 6.06(c).
CLASS 1A-4 PRINCIPAL BALANCE: With respect to the Class 1A-4 Certificates
and as of any date of determination, the Original Class 1A-4 Principal Balance
reduced by the sum of (A) all amounts (including that portion of Insured
Payments, if any, made in respect of principal) previously distributed to the
Class 1A-4 Certificateholders in respect of principal on all previous Remittance
Dates on account of amounts described in clauses (c)(i) through (iv), inclusive,
and clauses (c)(v) (to the extent the payment pursuant to clause (c)(v) is in
respect of principal not previously covered by an Insured Payment), (c)(vi) and
(c)(viii) of the definition of Class A Principal Remittance Amount, (B) all
amounts previously distributed to the Class 1A-4 Certificateholders in respect
of principal pursuant to Section 6.06(c)(A)(X)(xvii) and (C) all amounts
previously distributed to the Class 1A-4 Certificateholders pursuant to the last
paragraph of Section 6.06(c).
CLASS 1A-5 PRINCIPAL BALANCE: With respect to the Class 1A-5 Certificates
and as of any date of determination, the Original Class 1A-5 Principal Balance
reduced by the sum of (A) all amounts (including that portion of Insured
Payments, if any, made in respect of principal) previously distributed to the
Class 1A-5 Certificateholders in respect of principal on all previous Remittance
Dates on account of amounts described in clauses (c)(i) through (iv), inclusive,
and clauses (c)(v) (to the extent the payment pursuant to clause (c)(v) is in
respect of principal not previously covered by an Insured Payment), (c)(vi) and
(c)(viii) of the definition of Class A Principal Remittance Amount, (B) all
amounts previously distributed to the Class 1A-5 Certificateholders in respect
of principal pursuant to Section 6.06(c)(A)(X)(xviii) and (C) all amounts
previously distributed to the Class 1A-5 Certificateholders pursuant to the last
paragraph of Section 6.06(c).
CLASS 1A-6 PRINCIPAL BALANCE: With respect to the Class 1A-6 Certificates
and as of any date of determination, the Original Class 1A-6 Principal Balance
reduced by the sum of (A) all amounts (including that portion of Insured
Payments, if any, made in respect of principal) previously distributed to the
Class 1A-6 Certificateholders in respect of principal on all previous Remittance
Dates on account of amounts described in clauses (c)(i) through (iv), inclusive,
and clauses (c)(v) (to the extent the payment pursuant to clause (c)(v) is in
respect of principal not previously covered by an Insured Payment), (c)(vi) and
(c)(viii) of the definition of Class A Principal Remittance Amount, (B) all
amounts previously distributed
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to the Class 1A-6 Certificateholders in respect of principal pursuant to
Section 6.06(c)(A)(X)(xix) and (C) all amounts previously distributed to the
Class 1A-6 Certificateholders pursuant to the last paragraph of Section 6.06(c).
CLASS 1A REMITTANCE AMOUNT: As of any Remittance Date, the sum of the Class
A Remittance Amount with respect to the Class 1A-1 Certificates, the Class 1A-2
Certificates, the Class 1A-3 Certificates, the Class 1A-4 Certificates, the
Class 1A-5 Certificates and the Class 1A-6 Certificates.
CLASS 1A SUB-POOL FACTOR: As of any date of determination, the then
applicable Class 1A Principal Balance divided by the Original Class 1A Principal
Balance.
CLASS 2A MAJORITY CERTIFICATEHOLDERS: The Holder or Holders of Class 2A
Certificates possessing Voting Rights in excess of 51% in the aggregate.
CLASS 2A CERTIFICATE: A Certificate denominated as a Class 2A Certificate.
CLASS 2A CERTIFICATEHOLDER: A Holder of a Class 2A Certificate.
CLASS 2A INTEREST REMITTANCE AMOUNT: As to any Remittance Date, the
interest accrued at the Class 2A Pass-Through Rate for the Accrual Period on the
outstanding Class 2A Principal Balance, plus Supplemental Interest, if any.
CLASS 2A PASS-THROUGH RATE: As to any Remittance Date, the least of (i)
One-Month LIBOR plus 0.33% per annum, (ii) the weighted average of the Mortgage
Rates of the Sub-Pool 2 Mortgage Loans minus, with respect to Sub-Pool 2, the
sum of (a) the Servicing Fee Rate, (b) the rate at which the Annual Trustee
Expense Amount is calculated, (c) the Premium Percentage and (d) with respect to
the Remittance Dates occurring on June 25, 1997, July 25, 1997 and each
Remittance Date on and after August 25, 1997, 0.65% per annum, 0.70% per annum
and 0.85% per annum, respectively and (iii) 14.00% per annum; provided, however
that on any Remittance Date on which the Servicer does not exercise its right to
purchase Mortgage Loans and REO Properties with respect to Sub-Pool 2 pursuant
to Section 11.01, the rate provided in clause (i) will be One-Month LIBOR plus
0.73%. For purposes of calculating the Class 2A Pass-Through Rate for any
Remittance Date, because the Sub-Pool 2 Mortgage Loans provide for the
calculation of interest on a basis other than a 360-day year and the actual
number of days elapsed (an "Actual/360 Basis") (which is the basis on which
interest is calculated on the Class 2A Certificates), the basis on which
interest is computed on the Sub-Pool 2 Mortgage Loans will be deemed adjusted to
an Actual/360 Basis that will result in the same amount of interest being due as
would be due using the method of computation of interest that is used to
calculate interest on the Sub-Pool 2 Mortgage Loans.
CLASS 2A PRINCIPAL BALANCE: With respect to the Class 2A Certificates and
as of any date of determination, the Original Class 2A Principal Balance reduced
by the sum
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of (A) all amounts (including that portion of Insured Payments, if any, made in
respect of principal) previously distributed to the Class 2A Certificateholders
in respect of principal on all previous Remittance Dates on account of amounts
described in clauses (c)(i) through (iv), inclusive, and clauses (c)(v) (to the
extent the payment pursuant to clause (c)(v) is in respect of principal not
previously covered by an Insured Payment), (c)(vi) and (c)(viii) of the
definition of Class A Principal Remittance Amount, (B) all amounts previously
distributed to the Class 2A Certificateholders in respect of principal pursuant
to Section 6.06(c)(B)(X)(iv) and (C) all amounts previously distributed to the
Class 2A Certificateholders pursuant to the last paragraph of Section 6.06(c).
CLASS 2A REMITTANCE AMOUNT: As of any Remittance Date, the Class A
Remittance Amount with respect to the Class 2A Certificates.
CLASS 2A SUB-POOL FACTOR: As of any date of determination, the then
applicable Class 2A Principal Balance divided by the Original Class 2A Principal
Balance.
CLASS A CARRY-FORWARD AMOUNT: With respect to either the Class 1A or Class
2A Certificates and as to any Remittance Date, the sum of (i) the amount, if
any, by which (x) the related Class 1A or Class 2A Remittance Amount as of the
immediately preceding Remittance Date exceeded (y) the amount of the actual
distribution, exclusive of any related Insured Payments made to the related
Classes of Class A Certificateholders, made pursuant to Sections
6.06(c)(A)(X)(i) through (xii) or pursuant to 6.06(c)(A)(Y)(i) through (xii),
with respect to Sub-Pool 1, or pursuant to Sections 6.06(c)(B)(X)(i) and (ii) or
pursuant to Sections 6.06(c)(B)(Y)(i) and (ii), with respect to Sub-Pool 2, on
such immediately preceding Remittance Date and (ii) interest on the amount, if
any, described in clause (i) above, to the extent that the amount in clause (i)
represents Insured Payments made by the Certificate Insurer, at the weighted
average of the Class 1A-1 Pass-Through Rate, the Class 1A-2 Pass-Through Rate,
the Class 1A-3 Pass-Through Rate, the Class 1A-4 Pass-Through Rate, the Class
1A-5 Pass-Through Rate and the Class 1A-6 Pass-Through Rate with respect to
Sub-Pool 1, and the Class 2A Pass-Through Rate with respect to Sub-Pool 2 from
such immediately preceding Remittance Date.
CLASS A CERTIFICATE: A certificate denominated as a Class 1A-1, Class 1A-2,
Class 1A-3, Class 1A-4, Class 1A-5, Class 1A-6 or Class 2A Certificate.
CLASS A CERTIFICATEHOLDER: A Holder of a Class 1A Certificate or a Class 2A
Certificate.
CLASS A INTEREST REMITTANCE AMOUNT: Any of the Class 1A-1 Interest
Remittance Amount, the Class 1A-2 Interest Remittance Amount, the Class 1A-3
Interest Remittance Amount, the Class 1A-4 Interest Remittance Amount, the Class
1A-5 Interest Remittance Amount, the Class 1A-6 Interest Remittance Amount or
the Class 2A Interest Remittance Amount.
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CLASS A PASS-THROUGH RATE: As to any Remittance Date, any of the Class 1A-1
Pass-Through Rate, the Class 1A-2 Pass-Through Rate, the Class 1A-3 Pass-Through
Rate, the Class 1A-4 Pass-Through Rate, the Class 1A-5 Pass-Through Rate, the
Class 1A-6 Pass-Through Rate or the Class 2A Pass-Through Rate.
CLASS A PRINCIPAL BALANCE: As of any date of determination, the Class 1A
Principal Balance, with respect to Sub-Pool 1, or the Class 2A Principal
Balance, with respect to Sub-Pool 2.
CLASS A PRINCIPAL REMITTANCE AMOUNT: With respect to a Sub-Pool and as to
any Remittance Date (other than the Remittance Date described in the next
succeeding sentence), the amount required to be distributed on such Remittance
Date from available funds in respect of the related Class 1A or Class 2A
Certificates, such amount being equal to the least of (a) that amount required
to reach the Required Overcollateralization Amount with respect to such
Sub-Pool, or thereafter, to maintain such Required Overcollateralization Amount
on such Remittance Date, (b) the sum of (i) the related Class 1A or Class 2A
Principal Balance immediately prior to such Remittance Date and (ii) the amounts
described in clauses (c)(v) (to the extent the amount in clause (c)(v)
represents prior Insured Payments made by the Certificate Insurer with respect
to the related Sub-Pool or interest accrued thereon in accordance with the
definition of Class A Carry Forward Amount and (c)(vii) below and (c) the sum of
(i) each payment of principal received by the Servicer or any Sub-Servicer
(exclusive of Curtailments, Principal Prepayments, the principal portion of
Amounts Held for Future Distribution and amounts described in clause (c)(iii)
hereof) during the related Due Period, including any Excess Payments, (ii) all
Curtailments and all Principal Prepayments received by the Servicer during such
related Due Period, (iii) the principal portion of all Insurance Proceeds,
Released Mortgaged Property Proceeds and Net Liquidation Proceeds received
during the related Due Period; (iv) an amount equal to the Unrecovered Class A
Portion with respect to the related Sub-Pool; (v) the Class A Carry-Forward
Amount with respect to the related Sub-Pool; (vi) (a) that portion of the
purchase price (as indicated in Section 2.05(b)) actually received by the
Trustee of any repurchased Mortgage Loan with respect to the related Sub-Pool
which represents principal and (b) the principal portion of any Substitution
Adjustments deposited in the Principal and Interest Account with respect to the
related Sub-Pool as of the related Determination Date; (vii) any amounts
recovered from the related Class 1A or Class 2A Certificateholders during the
related Due Period that constituted a Monthly Payment on a related Mortgage Loan
or an Advance with respect to the related Sub-Pool that was recovered as a
voidable preference by a trustee in bankruptcy pursuant to the United States
Bankruptcy Code in accordance with a final, nonappealable order of a court
having competent jurisdiction; and (viii) the amount, if any, by which (a) the
Class 1A or Class 2A Principal Balance with respect to the related Class 1A or
Class 2A Certificates immediately prior to such Remittance Date minus the
amounts to be distributed on such Remittance Date pursuant to clauses (c)(i),
(ii), (iii) and (iv) above and pursuant to Sections 6.06(c)(A)(X)(xiv) through
(xix) with respect to Sub-Pool 1 or Section 6.06(c)(B)(X)(iv) with respect to
Sub-Pool 2 and applied to reduce the related Class 1A or Class 2A Principal
Balance, exceeds (b) the related Scheduled Class A Principal Balance for such
Remittance Date as set forth in the related Principal Payment Table. As to the
final
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Remittance Date in connection with the purchase by the Servicer of all the
Mortgage Loans and REO Properties pursuant to Section 11.01, the amount of
principal required to be distributed on such Remittance Date from available
funds in respect of the related Class A Certificates, such amount being equal to
the amount described in clause (b) of the immediately preceding sentence with
respect to such Remittance Date.
CLASS A REMITTANCE AMOUNT: For any Class of Class A Certificates and as to
any Remittance Date, the sum of (i) the related Class A Principal Remittance
Amount and (ii) the related Class A Interest Remittance Amount.
CLASS R CERTIFICATE: A Certificate denominated as a Class R Certificate.
CLASS R CERTIFICATEHOLDER: A Holder of a Class R Certificate.
CLOSING DATE: June 19, 1996.
CODE: The Internal Revenue Code of 1986.
COMBINED LOAN-TO-VALUE RATIO OR CLTV: With respect to any Sub-Pool 1
Mortgage Loan, the sum of the original principal balance of such Sub-Pool 1
Mortgage Loan and the outstanding principal balance of any related First Lien as
of the date of origination of the Sub-Pool 1 Mortgage Loan, divided by the
lesser of (i) the value of the related Mortgaged Property based upon the
appraisal made at the origination of the Sub-Pool 1 Mortgage Loan or (ii) the
purchase price of the Mortgaged Property if the Sub-Pool 1 Mortgage Loan
proceeds are used to purchase the Mortgaged Property.
COMPENSATING INTEREST: As defined in Section 6.10.
CROSS-OVER DATE: With respect to each Sub-Pool, the date on and after which
the related Subordinated Amount is reduced to zero.
CURTAILMENT: With respect to a Mortgage Loan, any payment of principal
received during a Due Period as part of a payment that is in excess of four
times the amount of the Monthly Payment due for such Due Period and which is not
intended to satisfy the Mortgage Loan in full, nor is intended to cure a
delinquency.
CUSTODIAL AGREEMENT: The agreement for the retention of the Trustee's
Mortgage Files initially in the form attached as Exhibit L.
CUSTODIAN: The custodian appointed pursuant to a Custodial Agreement and
Section 12.12, which is not affiliated with the Servicer or the Depositor which
initially shall be LaSalle National Bank.
CUT-OFF DATE: June 1, 1996.
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CUT-OFF DATE PRINCIPAL BALANCE: With respect to any Initial Mortgage Loan,
the outstanding principal balance of such Mortgage Loan as of the close of
business on the Cut-off Date.
DEFINITIVE CERTIFICATES: As defined in Section 4.02(e).
DELETED MORTGAGE LOAN: A Mortgage Loan replaced by a Qualified Substitute
Mortgage Loan.
DELINQUENCY CALCULATION AMOUNT: With respect to any Determination Date and
with respect to Sub-Pool 1, the sum of:
(a) 5.375% of the aggregate Principal Balance of the Sub-Pool 1
Mortgage Loans that, as of the end of the last Business Day of the month
preceding such Determination Date, are 30 to 59 days delinquent;
(b) 10.75% of the aggregate Principal Balance of the Sub-Pool 1
Mortgage Loans that, as of the end of the last Business Day of the month
preceding such Determination Date, are 60 to 89 days delinquent;
(c) 21.5% of the aggregate Principal Balance of the Sub-Pool 1
Mortgage Loans that, as of the end of the last Business Day of the month
preceding such Determination Date, are 90 or more days delinquent; and
(d) without duplication of the amounts determined under clauses (a),
(b) and (c) above, 21.5% of the aggregate Principal Balance of all REO Property
with respect to Sub-Pool 1 held by the Servicer as of the end of the last
Business Day of the month preceding such Determination Date.
With respect to any Determination Date and with respect to Sub-Pool 2, the
sum of:
(a) 5.375% of the aggregate Principal Balance of the Sub-Pool 2
Mortgage Loans that, as of the end of the last Business Day of the month
preceding such Determination Date, are 30 to 59 days delinquent;
(b) 10.75% of the aggregate Principal Balance of the Sub-Pool 2
Mortgage Loans that, as of the end of the last Business Day of the month
preceding such Determination Date, are 60 to 89 days delinquent;
(c) 21.5% of the aggregate Principal Balance of the Sub-Pool 2
Mortgage Loans that, as of the end of the last Business Day of the month
preceding such Determination Date, are 90 or more days delinquent; and
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(d) without duplication of the amounts determined under clauses (a), (b)
and (c) above, 21.5% of the aggregate Principal Balance of all REO Property with
respect to Sub-Pool 2 held by the Servicer as of the end of the last Business
Day of the month preceding such Determination Date.
DEPOSITOR: Superior Bank FSB, a federally chartered stock savings bank, and
any successor thereto.
DEPOSITOR'S YIELD: For each Mortgage Loan, the prepayment penalties and
premiums collected on such Mortgage Loan. The Depositor's Yield is retained by
the Depositor and is not part of the Trust Fund.
DEPOSITORY: The initial Depository shall be The Depository Trust Company,
the nominee of which is CEDE & Co., as the registered Holder of the Class 1A and
Class 2A Certificates. The Depository shall at all times be a "clearing
corporation" as defined in Section 8-102(3) of the Uniform Commercial Code of
the State of New York.
DEPOSITORY PARTICIPANT: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
DETERMINATION DATE: The 22nd day of each month (or if such day is not a
Business Day, the immediately following Business Day but in no event fewer than
two Business Days prior to the Remittance Date immediately following such 22nd
day).
DIRECTLY OPERATE: With respect to any REO Property relating to a Sub-Pool 1
Multifamily Loan or Sub-Pool 1 Mixed Use Loan, the furnishing or rendering of
services to the tenants thereof, the management or operation of such REO
Property, the holding of such REO Property primarily for sale to customers, the
performance of any construction work thereon or any use of such REO Property in
a trade or business conducted by the Trust Fund REMIC other than through an
independent contractor; provided, however, that the Trustee (or the Servicer or
any Subservicer on behalf of the Trustee) shall not be considered to Directly
Operate an REO Property solely because the Trustee (or the Servicer or any
Subservicer on behalf of the Trustee) establishes rental terms, chooses tenants,
enters into or renews leases, deals with taxes and insurance, or makes decisions
as to repairs or capital expenditures with respect to such REO Property.
DISQUALIFIED ORGANIZATION: Any of the following (i) the United States or
any possession thereof, any State or any political subdivision thereof, or any
agency or instrumentality of any of the foregoing (other than an instrumentality
which is a corporation if all of its activities are subject to tax, and, except
for the FHLMC, a majority of its board of directors is not selected by such
governmental unit), (ii) a foreign government, international organization or any
agency or instrumentality of either of the foregoing, (iii) any organization
(except certain farmer's cooperatives described in Section 521 of the Code)
which is exempt
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from the tax imposed by Chapter 1 of the Code unless such organization is
subject to the tax imposed by Section 511 of the Code, (iv) rural electric and
telephone cooperatives described in Section 1381 of the Code or (v) any other
Person so designated by the Trustee based upon an Opinion of Counsel provided to
the Trustee that the holding of any ownership interest in a Residual Certificate
by such Person may cause the Trust Fund REMIC or any Person having an ownership
interest in any Class of Certificates, other than such Person, to incur
liability for any federal tax imposed under the Code that would not otherwise be
imposed but for the transfer of an ownership interest in the Residual
Certificate to such Person. The terms "United States," "State" and
"international organization" shall have the meanings set forth in Section 7701
of the Code.
DUE DATE: The day of the month on which the Monthly Payment is due from the
Mortgagor on a Mortgage Loan.
DUE PERIOD: With respect to each Remittance Date, the period commencing on
the second day of the month immediately preceding the month in which such
Remittance Date occurs and ending on the first day of the month in which such
Remittance Date occurs.
ELIGIBLE ACCOUNT: Either (A) a segregated account or accounts maintained
with an institution whose deposits are insured by and held up to the limits
insured by the Bank Insurance Fund or the Savings Association Insurance Fund of
the FDIC, the unsecured and uncollateralized debt obligations of which shall be
rated "A" or better by S&P and A2 or better by Moody's and in one of the two
highest short-term rating categories by S&P and the highest short term rating
category by Moody's, and which is either (i) a federal savings and loan
association duly organized, validly existing and in good standing under the
federal banking laws, (ii) an institution duly organized, validly existing and
in good standing under the applicable banking laws of any state, (iii) a
national banking association duly organized, validly existing and in good
standing under the federal banking laws, (iv) a principal subsidiary of a bank
holding company, or (v) approved in writing by the Certificate Insurer, Moody's
and S&P or (B) a trust account or accounts (which shall be a "special deposit
account") maintained with the trust department of a federal or state chartered
depository institution or trust company, having capital and surplus of not less
than $50,000,000, acting in its fiduciary capacity. Any Eligible Accounts
maintained with the Trustee shall conform to the preceding clause (B).
EVENT OF DEFAULT: As described in Section 10.01.
EVENT OF NONPAYMENT: An event of nonpayment shall occur with respect to
each Sub-Pool and with respect to any Remittance Date if (i) on or prior to the
related Cross-Over Date, the amounts remitted by the Servicer and available to
the Trustee pursuant to Sections 5.04(i), 6.05(e), 6.09 and 6.10 (to the extent
not included in 5.04(i)) for deposit in the related Certificate Account that are
not subject to an automatic stay under Section 362 of the United States
Bankruptcy Code pursuant to an order of a United States bankruptcy court of
competent jurisdiction, plus the amount of any Net Excess Spread from the other
Sub-Pool, plus the amount of any Excess Principal from the other Sub-Pool, plus,
in the case of the Class 2A
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Certificates, the Supplemental Interest for such Remittance Date, if any,
plus any amounts on deposit in the related Reserve Account prior to the related
Cross-Over Date, plus the amount to be paid pursuant to the last paragraph of
Section 6.06(c) (if any), will not, taken together, be sufficient to pay the sum
of (x) all of the related Class A Remittance Amount (exclusive of any related
Class A Carry-Forward Amount representing amounts previously paid to the related
Class A Certificateholders as Insured Payments, or representing interest accrued
in respect of such Insured Payments) and (y) the related Monthly Premium to be
withdrawn from the related Certificate Account to be paid to the Certificate
Insurer pursuant to Section 6.02(i) in respect of such Remittance Date, or (ii)
after the related Cross-Over Date, the related Available Remittance Amount
remitted by the Servicer to the Trustee pursuant to Section 5.04(i) plus that
additional portion of the Amount Available constituting Excess Spread available
to pay the related Class A Interest Remittance Amount pursuant to Sections
6.06(c)(A)(Y)(i) through (vi) with respect to Sub-Pool 1, and Section
6.06(c)(B)(Y)(i) with respect to Sub-Pool 2, the amounts remitted by the
Servicer to the Trustee pursuant to Sections 6.05(e), 6.09 and 6.10 (to the
extent not included in 5.04(i)) for deposit in the related Certificate Account
that are not subject to an automatic stay under Section 362 of the United States
Bankruptcy Code pursuant to an order of a United States bankruptcy court of
competent jurisdiction, will not, taken together, be sufficient to pay the sum
of (x) all of the related Class A Remittance Amount (exclusive of any related
Class A Carry-Forward Amount representing amounts previously paid to the related
Class A Certificateholders, as Insured Payments, or representing interest
accrued in respect of such Insured Payments) and (y) the related Monthly Premium
to be withdrawn from the related Certificate Account to be paid to the
Certificate Insurer pursuant to Section 6.02(i) in respect of such Remittance
Date, or (iii) the sum of all Realized Losses with respect to such Sub-Pool
since the Closing Date exceeds 75% of the related Subordinated Amount as of
August 26, 1996.
EXCESS PAYMENTS: With respect to a Due Period, any principal amounts
received on a Mortgage Loan in excess of the principal amount included in the
Monthly Payment due on the Due Date in such Due Period which does not constitute
either a Curtailment or a Principal Prepayment.
EXCESS PRINCIPAL: With respect to any Sub-Pool and for a particular
Remittance Date, the lesser of (i) the portion, if any, of the Available
Principal Amount for such Sub-Pool that is not required to be included in the
related Class A Principal Remittance Amount for such Sub-Pool for such
Remittance Date as a result of the application of clause (a) of the definition
of Class A Principal Remittance Amount and (ii) the amount of such portion
described in clause (i) remaining after the application of the related Available
Remittance Amount to cover the Required Payments for such Sub-Pool.
EXCESS PROCEEDS: With respect to any Mortgage Loan (including a Mortgage
Loan as to which the related Mortgaged Property has become an REO Property) that
became a Liquidated Mortgage Loan during any Due Period, the excess, if any, of
(a) the total Net Liquidation Proceeds received in respect thereof during such
Due Period, over (b) the Principal Balance of such Mortgage Loan as of the date
such Mortgage Loan became a Liquidated Mortgage Loan plus interest thereon at
the Mortgage Rate from the date through
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which interest was last paid by the Mortgagor or advanced by the Servicer
to but not including the Due Date in such Due Period.
EXCESS SPREAD: With respect to Sub-Pool 1 and for a particular Remittance
Date, the sum of (a) the excess of (x) all payments received or advanced on
account of interest on the Sub-Pool 1 Mortgage Loans during the related Due
Period over (y) the sum of (i) the Class 1A Interest Remittance Amount for such
Remittance Date, (ii) the Sub-Pool 1 Annual Trustee Expense Amount for such
Remittance Date, (iii) the Monthly Premium for such Remittance Date and (iv) the
Servicing Fee for such Remittance Date and (b) with respect to the July 25, 1996
and August 26, 1996 Remittance Dates, Excess Spread shall also include an amount
to be determined by the Certificate Insurer and deposited into the Sub-Pool 1
Interest Coverage Account by the Depositor on the Closing Date.
With respect to Sub-Pool 2 and for a particular Remittance Date, the sum of
(a) the excess of (x) all payments received or advanced on account of interest
on the Sub-Pool 2 Mortgage Loans during the related Due Period over (y) the sum
of (i) the Class 2A Interest Remittance Amount for such Remittance Date, (ii)
the Sub-Pool 2 Annual Trustee Expense Amount for such Remittance Date, (iii) the
Monthly Premium for such Remittance Date and (iv) the Servicing Fee for such
Remittance Date and (b) with respect to the July 25, 1996 and August 26, 1996
Remittance Dates, Excess Spread shall also include an amount to be determined by
the Certificate Insurer and deposited into the Sub-Pool 2 Interest Coverage
Account by the Depositor on the Closing Date.
FDIC: The Federal Deposit Insurance Corporation and any successor thereto.
FHLMC: The Federal Home Loan Mortgage Corporation and any successor
thereto.
FIDELITY BOND: As described in Section 5.09.
FIRST LIEN: With respect to any Sub-Pool 1 Mortgage Loan which is secured
by a second priority lien, the Mortgage Loan relating to the corresponding
Mortgaged Property having a first priority lien.
FNMA: The Federal National Mortgage Association and any successor thereto.
FUNDING PERIOD: With respect to each Sub-Pool, the period beginning on the
Closing Date and ending on the earlier of the date on which (a) the amount on
deposit in the related Pre-Funding Account is zero or (b) the close of business
on August 12, 1996.
GROSS MARGIN: With respect to each Sub-Pool 2 Mortgage Loan, the fixed
percentage amount set forth in the related Mortgage Note to be added to the
related Index to determine the Mortgage Rate on each Adjustment Date, and which
is set forth in the related Mortgage Loan Schedule.
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INDEX: With respect to the Sub-Pool 2 Mortgage Loans, the index for the
adjustment of the Mortgage Rate set forth as such in the related Mortgage Note,
such index being either (i) the weekly average yield on United States Treasury
Securities adjusted to a constant maturity of one year, as published in the
Federal Reserve Statistical Release H.15 (519), as most recently announced as of
a date 45 days preceding such Mortgage Loan's Adjustment Date (the "One-Year
Treasury Index") or (ii) a per annum rate equal to the average of interbank
offered rates for six-month U.S. dollar-denominated deposits in the London
market based on quotations of major banks as published in The Wall Street
Journal and as most recently available as of the date specified in the related
mortgage note (the "Six-Month LIBOR Index"). If the applicable Index becomes
unavailable, the Servicer, on behalf of the Trustee, will select an alternative
index for mortgage loans on single family residential properties, based upon
comparable information, over which it has no control and which is readily
verifiable by mortgagors.
INDEPENDENT PERSON: When used with respect to any specified Person, any
such Person who (a) is in fact independent of the Depositor, the Servicer and
their respective Affiliates, (b) does not have any direct financial interest in
or any material indirect financial interest in any of the Depositor or the
Servicer or any Affiliate thereof, and (c) is not connected with the Depositor
or the Servicer or any Affiliate thereof as an officer, employee, promoter,
underwriter, trustee, partner, director or Person performing similar functions;
provided, however, that a Person shall not fail to be Independent of the
Depositor or the Servicer or any Affiliate thereof solely because such Person is
the beneficial owner of 1% or less of any class of securities issued by the
Depositor or the Servicer or any Affiliate thereof, as the case may be.
INITIAL ADJUSTMENT DATE: With respect to each Sub-Pool 2 Mortgage Loan, the
first adjustment date following the origination of such Mortgage Loan.
INITIAL MORTGAGE RATE: With respect to each Sub-Pool 2 Mortgage Loan, the
Mortgage Rate in effect prior to the Initial Adjustment Date.
INITIAL MORTGAGE LOAN: A Mortgage Loan assigned and transferred to the
Trustee on the Closing Date.
INITIAL MORTGAGE LOANS: Collectively, the Initial Mortgage Loans.
INITIAL RESERVE ACCOUNT DEPOSIT: With respect to each Sub-Pool, the amount,
if any, deposited by the Depositor in the related Reserve Account on the Closing
Date pursuant to Section 6.14, which amount is $1,127,000 for Sub-Pool 1, and
$634,000 for Sub-Pool 2.
INSURANCE AGREEMENT: The agreement dated as of the Closing Date by and
among the Certificate Insurer, the Depositor, the Servicer and the Trustee, as
amended from time to time by the parties thereto, relating to, among other
things, the Premium Percentage.
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INSURANCE PROCEEDS: Proceeds paid to the Trustee or the Servicer by any
insurer (except the Certificate Insurer) or by the Servicer pursuant to a
deductible clause under a blanket policy insuring against fire and hazards of
extended coverage on all of the Mortgage Loans pursuant to Section 5.08, in
either event pursuant to any insurance policy covering a Mortgage Loan,
Mortgaged Property, or REO Property or any other insurance policy net of any
expenses which are incurred by the Servicer or the Trustee in connection with
the collection of such proceeds and not otherwise reimbursed to the Servicer,
other than proceeds to be applied to the restoration or repair of the Mortgaged
Property, or released to the Mortgagor in accordance with customary first and
second mortgage servicing procedures in the case of Sub-Pool 1 Mortgage Loans
and customary first mortgage servicing procedures in the case of Sub-Pool 2
Mortgage Loans.
INSURED PAYMENT: With respect to each Sub-Pool and as of each Remittance
Date, the amount, if any, by which (1) the related Class A Remittance Amount
(excepting clause (c)(vi) of the definition of Class A Principal Remittance
Amount to the extent such amount is due but not paid by the Depositor) exceeds
(2) the sum of (a) the related Available Remittance Amount (minus the related
Monthly Premium withdrawable from the related Certificate Account to be paid to
the Certificate Insurer pursuant to Section 6.02(i)), plus (b) (I), if such
Remittance Date is prior to the related Cross-Over Date, the lower of (X) the
Excess Spread deposited into the related Certificate Account pursuant to Section
5.04(i) as of such Remittance Date, plus the Net Excess Spread from the other
Sub-Pool, if any, plus Excess Principal from the other Sub-Pool, if any, and (Y)
the related Subordinated Amount, or (II), if such Remittance Date is on or after
the related Cross-Over Date, that additional portion of the Amount Available
constituting Excess Spread with respect to the related Sub-Pool available to pay
the related Class A Interest Remittance Amount pursuant to Sections
6.06(c)(A)(Y)(i) through (vi) with respect to Sub-Pool 1 and Section
6.06(c)(B)(Y)(i) with respect to Sub-Pool 2, plus (c) any amount transferred
from the related Reserve Account to the related Certificate Account pursuant to
Section 6.14(c), plus (d) the aggregate amount of any previous Insured Payments
for which the Certificate Insurer has not been reimbursed pursuant to Section
6.06(b), together with that portion of the amounts described in the preceding
clause (1) that represents interest accrued in respect of such Insured Payments
in accordance with the definition of Class A Carry-Forward Amount; provided,
however, that the determination of Insured Payments shall not be affected in any
way by any recharacterization of the transactions contemplated by this Agreement
as a financing in any bankruptcy, insolvency or similar proceeding to which the
Depositor may be subject and the related Available Remittance Amount shall for
the purpose of this definition be deemed to be decreased by the amount thereof
that has been deposited in the related Certificate Account but may not be
withdrawn therefrom pursuant to an order of a United States bankruptcy court of
competent jurisdiction imposing a stay pursuant to Section 362 of the United
States Bankruptcy Code.
INTEREST COVERAGE ACCOUNT: With respect to each Sub-Pool, the Account
established and maintained pursuant to Section 6.13, which must be an Eligible
Account. With respect to Sub-Pool 1, the Interest Coverage Account shall be
known as the Sub-
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Pool 1 Interest Coverage Account and with respect to Sub-Pool 2, the Interest
Coverage Account shall be known as the Sub-Pool 2 Interest Coverage Account.
INTEREST COVERAGE ADDITION: With respect to the related Sub-Pool and as to
any Remittance Date, the sum of the amounts described in Sections 6.13(b) and
6.13(c).
INTEREST COVERAGE AMOUNT: With respect to each Sub-Pool, the amount to be
paid by the Depositor to the Trustee for deposit into the related Interest
Coverage Account pursuant to Section 6.12(a) on the Closing Date, which amount
is $1,193,303.18 for Sub-Pool 1, and $600,118.18 for Sub-Pool 2.
LIQUIDATED MORTGAGE LOAN: Any defaulted Mortgage Loan or REO Property as to
which the Servicer has determined that all amounts which it reasonably and in
good faith expects to recover have been recovered from or on account of such
Mortgage Loan or REO Property.
LIQUIDATION PROCEEDS: Any cash amounts received in connection with the
liquidation of defaulted Mortgage Loans, whether through trustee's sale,
foreclosure sale, REO Disposition or otherwise, and any other amounts required
to be deposited in the Principal and Interest Account pursuant to Section 5.10.
LOAN-TO-VALUE RATIO: The fraction, expressed as a percentage, the numerator
of which is the original Principal Balance of the related Mortgage Loan and the
denominator of which is the Appraised Value at the time of origination of the
related Mortgaged Property.
MAJORITY CERTIFICATEHOLDERS: With respect to Sub-Pool 1, the Class 1A
Majority Certificateholders possessing Voting Rights in excess of 51% in the
aggregate. With respect to Sub-Pool 2, the Class 2A Majority Certificateholders
possessing Voting Rights in excess of 51% in the aggregate.
MAXIMUM MORTGAGE RATE: With respect to each Sub-Pool 2 Mortgage Loan, the
maximum rate of interest set forth in the related Mortgage Note.
MINIMUM MORTGAGE RATE: With respect to each Sub-Pool 2 Mortgage Loan, the
minimum rate of interest set forth in the related Mortgage Note.
MIXED USE PROPERTY: With respect to Sub-Pool 1 Mortgage Loans, a property
which consists of a mixed residential and commercial structure.
MONTHLY ADVANCE: An advance made by the Servicer pursuant to Section 6.09.
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MONTHLY PAYMENT: The scheduled monthly payment of principal and/or interest
required to be made by a Mortgagor on the related Mortgage Loan, as set forth in
the related Mortgage Note.
MONTHLY PREMIUM: With respect to each Sub-Pool, the monthly premium payable
to the Certificate Insurer equal to the product of (i) one-twelfth the then
applicable Premium Percentage and (ii) the then outstanding related Class 1A
Principal Balance or Class 2A Principal Balance.
MOODY'S: Moody's Investors Service, Inc. or any successor thereto.
MORTGAGE: The mortgage, deed of trust or other instrument creating a first
or second lien in accordance with applicable law on a Mortgaged Property.
MORTGAGE FILE: As described in Exhibit A annexed hereto.
MORTGAGE IMPAIRMENT INSURANCE POLICY: As described in Section 5.08.
MORTGAGE LOAN: An individual mortgage loan which is assigned and
transferred to the Trustee pursuant to this Agreement or a Subsequent Transfer
Instrument, together with the rights and obligations of a holder thereof and
payments thereon and proceeds therefrom, the Mortgage Loans originally subject
to this Agreement being identified on the Mortgage Loan Schedule annexed hereto
as Exhibits H-1 and H-2. As applicable, Mortgage Loan shall be deemed to refer
to the related REO Property.
MORTGAGE LOAN SCHEDULE: With respect to each Sub-Pool, the schedule of
Mortgage Loans attached hereto as Exhibit H-1 or H-2, as supplemented by each
schedule of Subsequent Mortgage Loans attached to a Subsequent Transfer
Instrument, as such schedule may be amended or supplemented from time to time,
such schedule identifying each Mortgage Loan by address of the Mortgaged
Property and the name of the Mortgagor and setting forth as to each Mortgage
Loan the following information: (i) the Principal Balance as of the Cut-off Date
or Subsequent Cut-off Date, (ii) the account number, (iii) the original
principal amount, (iv) the Loan-to-Value Ratio or Combined Loan-to-Value Ratio,
as the case may be, as of the date of origination of the related Mortgage Loan,
(v) the Due Date, (vi) the first date on which a Monthly Payment is due under
the Mortgage Note, (vii) the Monthly Payment, (viii) the maturity date of the
related Mortgage Note, (ix) the remaining number of months to maturity as of the
Cut-off Date or Subsequent Cut-off Date, (x) the applicable Mortgaged Property
State, (xi) the current Mortgage Rate and (xii) with respect to the Sub-Pool 2
Mortgage Loans only: (1) the Gross Margin, (2) the next Adjustment Date after
the Cut-off Date, (3) the Maximum Mortgage Rate, (4) the Minimum Mortgage Rate
and (5) the Index.
MORTGAGE NOTE: The note or other evidence of indebtedness evidencing the
indebtedness of a Mortgagor under a Mortgage Loan.
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MORTGAGE RATE: With respect to each Sub-Pool 1 Mortgage Loan, the fixed
annual rate of interest borne by the related Mortgage Note, as shown on the
related Mortgage Loan Schedule. With respect to each Sub-Pool 2 Mortgage Loan,
the annual rate of interest borne by the related Mortgage Note from time to
time.
MORTGAGED PROPERTY: A Single Family Property, Multifamily Property or Mixed
Use Property which secures a Mortgage Loan.
MORTGAGED PROPERTY STATES: Arizona, California, Colorado, Connecticut,
Delaware, District of Columbia, Florida, Georgia, Illinois, Indiana, Kentucky,
Maryland, Massachusetts, Michigan, Nevada, New Jersey, New Mexico, New York,
North Carolina, Ohio, Oregon, Pennsylvania, Utah, Virginia, Washington and
Wisconsin.
MORTGAGOR: The obligor on a Mortgage Note.
MULTIFAMILY PROPERTY: With respect to Sub-Pool 1 Mortgage Loans, a
residential property consisting of five or more dwelling units.
NET EXCESS AMOUNT AVAILABLE: With respect to any Sub-Pool and for a
particular Remittance Date, the sum of (i) the Available Remittance Amount for
such Sub-Pool (reduced by the related Monthly Premium to be paid to the
Certificate Insurer pursuant to Section 6.04) and (ii) any Insured Payments with
respect to such Sub-Pool.
NET EXCESS PRINCIPAL: With respect to any Sub-Pool and for a particular
Remittance Date, the Excess Principal for such Sub-Pool remaining after the
application thereof to cover an Available Funds Shortfall with respect to the
other Sub-Pool.
NET EXCESS SPREAD: With respect to any Sub-Pool and for a particular
Remittance Date, the Excess Spread for such Sub-Pool remaining after the
application thereof to cover an Available Funds Shortfall with respect to such
Sub-Pool.
NET LIQUIDATION PROCEEDS: Liquidation Proceeds net of (i) any
reimbursements to the Servicer made therefrom pursuant to Section 5.04(ii) and
(ii) any related accrued and unpaid Annual Trustee Expense Amounts as of the
date on which such Liquidation Proceeds were received.
NET MORTGAGE RATE: With respect to each Sub-Pool 2 Mortgage Loan, and at
any time, the per annum rate equal to the related Mortgage Rate less the
Servicing Fee Rate.
NONRECOVERABLE ADVANCES: With respect to any Mortgage Loan, (i) any
Servicing Advance or Monthly Advance previously made and not reimbursed from
late collections pursuant to Section 5.04, or (ii) a Servicing Advance proposed
to be made in respect of a Mortgage Loan or REO Property which, in the good
faith business judgment of the Servicer
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would not be ultimately recoverable from late collections, Released Mortgaged
Property Proceeds, Insurance Proceeds or Liquidation Proceeds on such Mortgage
Loan or REO Property.
NON-UNITED STATES PERSON: Any Person other than a United States Person.
NOTICE: As defined in Section 6.06(b).
OFFICER'S CERTIFICATE: A certificate delivered to the Trustee signed by the
President or an Executive Vice President or a Senior Vice President or a Vice
President or an Assistant Vice President of either the Depositor or the
Servicer, as required by this Agreement.
ONE-MONTH LIBOR: With respect to the Class 1A-1 and Class 2A Certificates,
as determined by the Trustee on the second Business Day preceding the beginning
of each Accrual Period, the London interbank offered rate for the relevant
Accrual Period for one-month U.S. dollar deposits for a term equal to the
relevant Accrual Period as such rates appear on Telerate Page 3750, as of 11:00
a.m. (London time) on such date. If such rate does not appear on Telerate Page
3750, the rate for that day will be determined on the basis of the rates at
which deposits in United States dollars are offered by the Reference Banks at
approximately 11:00 a.m., London time, on that day to banks in the London
interbank market for a term equal to the relevant Accrual Period. The Trustee
will request the principal London office of each of the Reference Banks to
provide a quotation of its rate. If at least two such quotations are provided,
the rate for that day will be the arithmetic mean of the quotations. If fewer
than two quotations are provided as requested, the rate for that day will be the
arithmetic mean of the rates quoted by major banks in New York City, selected by
the Servicer, at approximately 11:00 a.m., New York City time, on that day for
loans in United States dollars to leading European banks for a term equal to the
relevant Accrual Period.
OPINION OF COUNSEL: A written opinion of counsel, who may, without
limitation, be counsel for the Servicer, reasonably acceptable to the Trustee
and experienced in matters relating to the subject of such opinion; except that
any opinion of counsel relating to (a) the qualification of the Trust Fund REMIC
as a REMIC or (b) compliance with the REMIC Provisions must be an opinion of
counsel who (i) does not have any direct financial interest or any material
indirect financial interest in the Servicer or in any Person known to a
Responsible Officer of the Trustee to be an Affiliate thereof and (ii) is not
connected with the Servicer as an officer, employee, director or person
performing similar functions.
ORIGINAL CLASS 1A PRINCIPAL BALANCE: $143,000,000.
ORIGINAL CLASS 1A-1 PRINCIPAL BALANCE: $64,000,000.
ORIGINAL CLASS 1A-2 PRINCIPAL BALANCE: $10,000,000.
ORIGINAL CLASS 1A-3 PRINCIPAL BALANCE: $24,000,000.
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ORIGINAL CLASS 1A-4 PRINCIPAL BALANCE: $9,000,000.
ORIGINAL CLASS 1A-5 PRINCIPAL BALANCE: $25,000,000.
ORIGINAL CLASS 1A-6 PRINCIPAL BALANCE: $11,000,000.
ORIGINAL CLASS 2A PRINCIPAL BALANCE: $82,000,000.
ORIGINAL POOL PRINCIPAL BALANCE: $144,780,291.59, equal to the sum of the
Original Sub-Pool 1 Principal Balance and the Original Sub-Pool 2 Principal
Balance.
ORIGINAL PRE-FUNDED AMOUNT: With respect to each Sub-Pool, the amount
deposited by the Depositor in the related Pre-Funding Account on the Closing
Date, which amount is $53,510,393.36 for Sub-Pool 1, and $31,641,122.34 for
Sub-Pool 2.
ORIGINAL SUB-POOL PRINCIPAL BALANCE: Either the Original Sub-Pool 1
Principal Balance or the Original Sub-Pool 2 Principal Balance, as applicable.
ORIGINAL SUB-POOL 1 PRINCIPAL BALANCE: The aggregate Cut-off Date Principal
Balances of the Sub-Pool 1 Initial Mortgage Loans, which amount is equal to
$91,623,068.53.
ORIGINAL SUB-POOL 2 PRINCIPAL BALANCE: The aggregate Cut-off Date Principal
Balances of the Sub-Pool 2 Initial Mortgage Loans, which amount is equal to
$53,157,223.06.
OVERCOLLATERALIZATION AMOUNT: With respect to any Sub-Pool and for a
particular Remittance Date, the excess, if any, of (i) the sum of (a) the
related Sub-Pool Principal Balance, (b) the related Pre-Funded Amount and (c)
the amount, if any, on deposit in the related Reserve Account as of the close of
business on the last day of the related Due Period over (ii) the related Class A
Principal Balance after giving effect to distributions of the related Class A
Principal Remittance Amount for such Sub-Pool on such Remittance Date.
OWNER-OCCUPIED MORTGAGED PROPERTY: A Residential Dwelling that the related
Mortgagor represented an intent to occupy as such Mortgagor's primary, secondary
or vacation residence at the origination of the Mortgage Loan.
PAYING AGENT: Initially, the Trustee, and thereafter, the Trustee or any
other Person that meets the eligibility standards for the Paying Agent specified
in Section 14.13 and is authorized by the Trustee to make payments on the
Certificates on behalf of the Trustee.
PERCENTAGE INTEREST: With respect to a Class 1A-1, Class 1A-2, Class 1A-3,
Class 1A-4, Class 1A-5, Class 1A-6 or Class 2A Certificate, the portion of the
Class evidenced by such Certificate, expressed as a percentage rounded to four
decimal places,
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equivalent to a fraction the numerator of which is the denomination represented
by such Certificate and the denominator of which is the Original Class 1A-1,
Class 1A-2, Class 1A-3, Class 1A-4, Class 1A-5, Class 1A-6 or Class 2A Principal
Balance, as applicable. With respect to the Class R Certificates, the portion of
the Class evidenced by such Certificate as stated on the face thereof; provided,
however, that no more than 100% Percentage Interests in the Class R Certificates
shall be outstanding at any one time.
PERIODIC RATE CAP: With respect to each Sub-Pool 2 Mortgage Loan, the
provision in each Mortgage Note that limits permissible increases and decreases
in the Mortgage Rate on any Adjustment Date, (i) with respect to the Sub-Pool 2
Mortgage Loans with a One-Year Treasury Index, to not more than two percentage
points, and (ii) with respect to the Sub-Pool 2 Mortgage Loans with a Six-Month
LIBOR Index, to not more than one percentage point.
PERMITTED INSTRUMENTS: As used herein, Permitted Instruments shall include
the following:
(i) direct general obligations of, or obligations fully and
unconditionally guaranteed as to the timely payment of principal and
interest by, the United States or any agency or instrumentality thereof,
provided such obligations are backed by the full faith and credit of the
United States, Federal Housing Administration debentures, FHLMC senior debt
obligations, and FNMA senior debt obligations, but excluding any of such
securities whose terms do not provide for payment of a fixed dollar amount
upon maturity or call for redemption;
(ii) federal funds, certificates of deposit, time and demand deposits
and banker's acceptances of any bank or trust company incorporated under
the laws of the United States or any state thereof (in each case having
maturities of less than 365 days), provided that the short-term debt
obligations of such bank or trust company at the date of acquisition
thereof have been rated "A-1" or better by S&P and Prime-1 by Moody's;
(iii) deposits of any bank or savings and loan association, provided
that the long-term unsecured debt obligations of such bank or savings and
loan association have been rated Baa3 or better by Moody's or "BBB-" or
better by S&P and which has combined capital, surplus and undivided profits
of at least $3,000,000, which deposits are insured by the Bank Insurance
Fund or the Savings Association Insurance Fund of the FDIC;
(iv) commercial paper (having original maturities of not more than 180
days) or demand notes rated "A-1" or better by S&P and Prime-1 by Moody's
and issued by an entity having a long-term rating of A2 or better by
Moody's;
(v) investments in money market funds rated "AAAm" or "AAAm-G" by S&P
and Aaa by Moody's; and
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(vi) investments approved by S&P, Moody's and the Certificate Insurer
in writing delivered to the Trustee;
provided that no instrument described hereunder shall evidence either the right
to receive (a) only interest with respect to the obligations underlying such
instrument or (b) both principal and interest payments derived from obligations
underlying such instrument and the interest and principal payments with respect
to such instrument provided a yield to maturity at par greater than 120% of the
yield to maturity at par of the underlying obligations; and provided, further,
that no instrument described hereunder may be purchased at a price greater than
par if such instrument may be prepaid or called at a price less than its
purchase price prior to stated maturity.
PERMITTED TRANSFEREE: Any transferee of a Class R Certificate other than a
Disqualified Organization or Non-United States Person.
PERSON: Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, national banking association,
unincorporated organization or government or any agency or political subdivision
thereof.
POOL PRINCIPAL BALANCE: As of any date of determination, the aggregate of
the Sub-Pool 1 Principal Balance and the Sub-Pool 2 Principal Balance.
PRE-FUNDED AMOUNT: With respect to each Sub-Pool and with respect to any
Determination Date, the amount on deposit in the related Pre-Funding Account.
PRE-FUNDING ACCOUNT: With respect to each Sub-Pool, the account established
and maintained pursuant to Section 6.12. With respect to Sub-Pool 1, the
Pre-Funding Account shall be known as the Sub-Pool 1 Pre-Funding Account and
with respect to Sub-Pool 2, the Pre-Funding Account shall be known as the
Sub-Pool 2 Pre-Funding Account.
PREMIUM PERCENTAGE: With respect to each Sub-Pool and as of any Remittance
Date, the percentage designated as such in the Insurance Agreement.
PREPAYMENT ASSUMPTION: With respect to Sub-Pool 1, 2% per annum of the then
outstanding principal balance of the Sub-Pool 1 Mortgage Loans in the first
month of the life of the Sub-Pool 1 Mortgage Loans, and an additional 1% per
annum in each month thereafter until the twenty-first month and in each month
thereafter during the life of the Sub-Pool 1 Mortgage Loans, 22% per annum each
month. With respect to Sub-Pool 2, an assumed constant rate of prepayment equal
to 20% per annum.
PRINCIPAL AND INTEREST ACCOUNT: With respect to each Sub-Pool, the
principal and interest account established by the Servicer pursuant to Section
5.03. With respect to Sub-Pool 1, the Principal and Interest Account shall be
known as the Sub-Pool 1 Principal and
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Interest Account and with respect to Sub-Pool 2, the Principal and Interest
Account shall be known as the Sub-Pool 2 Principal and Interest Account.
PRINCIPAL BALANCE: With respect to any Mortgage Loan or related REO
Property, at any date of determination, (i) the Cut-off Date Principal Balance
of such Mortgage Loan (or the principal balance outstanding as of the Subsequent
Cut-off Date with respect to a Subsequent Mortgage Loan or as of the applicable
substitution date with respect to a Qualified Substitute Mortgage Loan), after
application of principal payments received on or before such Cut-off Date (or on
or before such Subsequent Cut-off Date or substitution date), minus (without
duplication) (ii) the sum of (a) the principal portion of the Monthly Payments
received during each Due Period ending prior to the most recent Remittance Date
and deposited in the related Principal and Interest Account pursuant to Section
5.03, and (b) all Principal Prepayments, Curtailments, Excess Payments,
Insurance Proceeds, Net Liquidation Proceeds, Released Mortgaged Property
Proceeds and net income from any REO Property to the extent applied by the
Servicer as recoveries of principal, which were distributed pursuant to Section
6.06 on any previous Remittance Date. The Principal Balance of any Liquidated
Mortgage Loan in the month following the month in which such loan became a
Liquidated Mortgage Loan is zero.
PRINCIPAL PAYMENT TABLE: The table with respect to each Sub-Pool set forth
as Exhibit P.
PRINCIPAL PREPAYMENT: Any payment or other recovery of principal on a
Mortgage Loan equal to the outstanding principal balance thereof, received in
advance of the final scheduled Due Date which is intended to satisfy a Mortgage
Loan in full.
PROSPECTUS: The prospectus and prospectus supplement prepared by the
Depositor in connection with the initial issuance and sale of the Class 1A and
Class 2A Certificates.
PURCHASE PRICE: As defined in Section 5.11.
QUALIFIED MORTGAGE: "Qualified Mortgage" shall have the meaning set forth
from time to time in the definition thereof at Section 860G(a)(3) of the Code
(or any successor statute thereto).
QUALIFIED SUBSTITUTE MORTGAGE LOAN: A Mortgage Loan substituted by the
Depositor for a Deleted Mortgage Loan pursuant to Section 2.05 or 3.03, which,
(A) with respect to any Sub-Pool 1 Mortgage Loan, (i) has a fixed
mortgage interest rate of not less than (and not more than two percentage
points higher than) the Mortgage Rate of the Deleted Mortgage Loan; (ii)
relates to the same type of Residential Dwelling as the Deleted Mortgage
Loan and has the same lien priority as the Deleted Mortgage Loan; (iii) has
a remaining term to maturity no greater than (and not more than one year
less than that of) the Deleted Mortgage Loan; (iv) has a Loan-to-Value
Ratio,
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or a Combined Loan-to-Value Ratio, as the case may be, no higher than
that of the Deleted Mortgage Loan; (v) has a principal balance (after
application of all payments received on or prior to the date of
substitution) equal to or less than the Principal Balance of the Deleted
Mortgage Loan as of such date; (vi) satisfies the criteria set forth from
time to time in the definition of "qualified replacement mortgage" at
Section 860G(a)(4) of the Code (or any successor statute thereto); (vii)
has the same or lower credit risk, as measured by credit risk category,
under the Depositor's underwriting guidelines; and (viii) complies with
each representation and warranty set forth in Sections 3.01, 3.02(a) and
3.02(b), and
(B) with respect to any Sub-Pool 2 Mortgage Loan, (i) has a Maximum
Mortgage Rate no lower than (and not more than two percentage points higher
than) the Maximum Mortgage Rate of the Deleted Mortgage Loan, and has a
Minimum Mortgage Rate no lower than (and not more than one percentage point
higher than) the Minimum Mortgage Rate of the Deleted Mortgage Loan; (ii)
has the same Index and Periodic Rate Cap as that of the Deleted Mortgage
Loan and a Gross Margin not less than that of the Deleted Mortgage Loan
and, if Mortgage Loans equal to 1% or more of the Pool Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date have become Deleted
Mortgage Loans, not more than two percentage points more than that of the
Deleted Mortgage Loan; (iii) shall be accruing interest at a rate no lower
than and not more than 1% per annum higher than, that of the Deleted
Mortgage Loan; (iv) has a principal balance (after application of all
payments received on or prior to the date of substitution) equal to or less
than the Principal Balance of the Deleted Mortgage Loan as of such date;
(v) has a Loan-to-Value Ratio no higher than that of the Deleted Mortgage
Loan; (vi) has a remaining term to maturity no greater than (and not more
than one year less than that of) the Deleted Mortgage Loan; (vii) satisfies
the criteria set forth from time to time in the definition of "qualified
replacement mortgage" at Section 860G(a)(4) of the Code (or any successor
statute thereto); (viii) has the same or lower credit risk, as measured by
credit risk category, under the Depositor's underwriting guidelines; (ix)
has a Net Mortgage Rate (net of any portion of the interest on such
Mortgage Loan that may be retained by the Depositor) within two percentage
points of that of the Deleted Mortgage Loan; and (x) complies with each
representation and warranty set forth in Sections 3.01, 3.02(a) and
3.02(c).
REALIZED LOSS: With respect to each Liquidated Mortgage Loan, an amount
(not less than zero or greater than the related Principal Balance as of the date
of liquidation) equal to the outstanding Principal Balance of such Mortgage Loan
as of the date of liquidation minus that portion of Net Liquidation Proceeds
actually distributed to Class A Certificateholders pursuant to Section 6.06(c)
in respect of such Liquidated Mortgage Loan.
RECORD DATE: The Business Day immediately preceding the related Remittance
Date, with respect to the Class 1A-1 Certificates and the Class 2A Certificates,
and the last Business Day of the month immediately preceding the month of the
related Remittance Date, with respect to all other Classes of Certificates.
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REFERENCE BANKS: Such leading banks selected by the Trustee and engaged in
transactions in Eurodollar deposits in the international Eurocurrency market.
REIMBURSABLE AMOUNTS: As of any date of determination, an amount payable to
the Servicer or the Depositor with respect to (i) Monthly Advances and Servicing
Advances not previously reimbursed and (ii) any advances reimbursable pursuant
to Section 9.01 and not previously reimbursed pursuant to Section 6.03(c) or
6.06(c).
RELEASED MORTGAGED PROPERTY PROCEEDS: As to any Mortgage Loan, proceeds
received by the Servicer in connection with (a) a taking of an entire Mortgaged
Property by exercise of the power of eminent domain or condemnation or (b) any
release of part of the Mortgaged Property from the lien of the related Mortgage,
whether by partial condemnation, sale or otherwise; which are not released to
the Mortgagor in accordance with applicable law, customary mortgage servicing
procedures and this Agreement.
REMAINING NET EXCESS SPREAD: With respect to any Sub-Pool and for a
particular Remittance Date, the Net Excess Spread for such Sub-Pool remaining
after the application thereof to cover an Available Funds Shortfall with respect
to the other Sub-Pool.
REMIC: A "real estate mortgage investment conduit" within the meaning of
Section 860D of the Code.
REMIC PROVISIONS: Provisions of the federal income tax law relating to real
estate mortgage investment conduits, which appear at Sections 860A through 860G
of the Code, and any related provisions and proposed, temporary and final
Treasury regulations and published rulings, notices and announcements
promulgated thereunder, as the foregoing may be in effect from time to time.
REMITTANCE DATE: The 25th day of any month or if such 25th day is not a
Business Day, the first Business Day immediately following, commencing on July
25, 1996.
RENTS FROM REAL PROPERTY: With respect to any REO Property relating to a
Sub-Pool 1 Multifamily Loan or Sub-Pool 1 Mixed Use Loan gross income of the
character described in Section 856(d) of the Code.
REO DISPOSITION: The final sale of a Mortgaged Property acquired in
foreclosure or by deed in lieu of foreclosure.
REO PROPERTY: As defined in Section 5.10.
REQUIRED OVERCOLLATERALIZATION AMOUNT: With respect to any Sub-Pool, the
Overcollateralization Amount required by the Certificate Insurer at any time and
set forth in the Insurance Agreement with respect to each Sub-Pool.
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REQUIRED PAYMENTS: With respect to any Sub-Pool and for a particular
Remittance Date, the amount required to pay the Class A Interest Remittance
Amount with respect to all Classes of Class A Certificates, the Class A
Principal Remittance Amount with respect to all Classes of Class A Certificates,
the related Annual Trustee Expense Amount and the related Monthly Premium to be
paid to the Certificate Insurer pursuant to Section 6.04.
RESERVE ACCOUNT: With respect to each Sub-Pool, and as required by the
Certificate Insurer, the Account established and maintained pursuant to Section
6.14, which must be an Eligible Account. With respect to Sub-Pool 1, the Reserve
Account shall be known as the Sub-Pool 1 Reserve Account and with respect to
Sub-Pool 2, the Reserve Account shall be known as the Sub-Pool 2 Reserve
Account.
RESIDENTIAL DWELLING: A one- to four-family dwelling, a unit in a planned
unit development, a unit in a condominium development.
RESPONSIBLE OFFICER: When used with respect to the Trustee, any officer
assigned to the Asset-Backed Securities Trust Services Department (or any
successor thereto), including any Vice President, Senior Trust Officer, Trust
Officer, Assistant Trust Officer, any Assistant Secretary, any trust officer or
any other officer of the Trustee customarily performing functions similar to
those performed by any of the above officers and having direct responsibility
for the administration of this Agreement, and also, with respect to a particular
matter, any other officer, to whom such matter is referred because of such
officer's knowledge of and familiarity with the particular subject. When used
with respect to the Depositor or the Servicer, the President or any Executive
Vice President, Senior Vice President, Vice President, Assistant Vice President,
or any Secretary or Assistant Secretary, or any Treasurer or Assistant
Treasurer.
SERIES: 1996-2.
SERVICER: Lee Servicing Company, a division of Superior Bank FSB, or any
successor appointed as provided herein.
SERVICER'S CERTIFICATE: As defined in Section 6.08.
SERVICER'S MONTHLY REMITTANCE REPORT: A report prepared by the Servicer
substantially in the form of Exhibit Q.
SERVICING ADVANCES: All customary, reasonable and necessary "out of pocket"
costs and expenses incurred in connection with a default, delinquency or other
unanticipated event by the Servicer in the performance of its servicing
obligations, including, but not limited to, the cost of (i) the preservation,
restoration and protection of the Mortgaged Property, including without
limitation advances in respect of real estate taxes and assessments and
insurance premiums on fire, hazard and flood insurance policies, (ii) any
enforcement or judicial proceedings, including foreclosures, (iii) the
management and liquidation of an REO Property, (iv) compliance with the
obligations under Sections 5.01(e), 5.02, 5.05, 5.07, 5.15
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and Article XIII, which Servicing Advances are reimbursable to the Servicer to
the extent provided in this Agreement and (v) in connection with the liquidation
of a Sub-Pool 1 Mortgage Loan, expenditures relating to the purchase or
maintenance of the First Lien pursuant to Section 5.14, for all of which costs
and expenses the Servicer is entitled to reimbursement in accordance with this
Agreement. Notwithstanding anything herein to the contrary, no Servicing Advance
shall be required to be made hereunder if such Servicing Advance would, if made,
constitute a Nonrecoverable Advance. The determination by the Servicer that it
has made a Nonrecoverable Advance or that any proposed Servicing Advance, if
made, would constitute a Nonrecoverable Advance, shall be evidenced by an
Officer's Certificate delivered to the Certificate Insurer, the Depositor and
the Trustee no later than the Business Day following such determination.
SERVICING COMPENSATION: The Servicing Fee and other amounts to which the
Servicer is entitled pursuant to Section 7.03.
SERVICING FEE: As to each Mortgage Loan (including any Mortgage Loan as to
which the related Mortgaged Property has become REO Property), the annual fee
payable to the Servicer. Such fee shall be calculated and payable monthly only
from the amounts received in respect of interest on such Mortgage Loan and shall
be computed by multiplying (i) the principal balance on which interest accrues
on the Mortgage Loan by (ii) the Servicing Fee Rate and by further multiplying
the product thereof by (iii) a fraction, the numerator of which is the number of
days in the period elapsed since the date to which interest was last paid by the
Mortgagor or advanced by the Servicer and the denominator of which is the number
of days in the annual period for which interest accrues on the related Mortgage
Loan. The Servicing Fee is payable solely from the interest portion of (i)
Monthly Payments, (ii) Liquidation Proceeds, (iii) Insurance Proceeds or (iv)
Released Mortgaged Property Proceeds collected by the Servicer, or as otherwise
provided in Section 5.04. The Servicing Fee includes any servicing fees owed or
payable to any Subservicer.
SERVICING FEE RATE: 0.65% per annum.
SERVICING OFFICER: Any officer of the Servicer involved in, or responsible
for, the administration and servicing of the Mortgage Loans whose name and
specimen signature appears on a list of servicing officers annexed to an
Officer's Certificate furnished on the Closing Date to the Trustee and the
Certificateholders by the Servicer, as such list may from time to time be
amended.
SINGLE FAMILY: A one- to four-family residential property.
S&P: Standard & Poor's, A Division of the McGraw-Hill Companies, Inc., or
any successor thereto.
STARTUP DAY: The day designated as such pursuant to Section 13.01.
SUB-POOL: Either Sub-Pool 1 or Sub-Pool 2.
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SUB-POOL FACTOR: With respect to each Sub-Pool and as of any date of
calculation, the related Sub-Pool Principal Balance after giving effect to the
distributions to be made on the related Remittance Date as of such date divided
by the sum of the Original Sub-Pool Principal Balance with respect to such
Sub-Pool and the Principal Balances of all Subsequent Mortgage Loans with
respect to such Sub-Pool as of the Subsequent Cut-off Date.
SUB-POOL PRINCIPAL BALANCE: Either the Sub-Pool 1 Principal Balance or the
Sub-Pool 2 Principal Balance.
SUB-POOL 1: (i) the Sub-Pool 1 Mortgage Loans as from time to time are
subject to this Agreement, together with the Mortgage Files relating thereto and
all proceeds thereof, (ii) such assets as from time to time are identified as
REO Property with respect to Sub-Pool 1 or are deposited in the Sub-Pool 1
Certificate Account, Sub-Pool 1 Principal and Interest Account, Sub-Pool 1
Trustee Expense Account, Sub-Pool 1 Pre-Funding Account, Sub-Pool 1 Interest
Coverage Account or Sub-Pool 1 Reserve Account, including any amounts on deposit
in the foregoing accounts and invested in Permitted Instruments, (iii) the
Trustee's rights under all insurance policies with respect to the Sub-Pool 1
Mortgage Loans required to be maintained pursuant to this Agreement and any
Insurance Proceeds with respect thereto, (iv) the Certificate Insurance Policy,
(v) Liquidation Proceeds with respect to Sub-Pool 1 Mortgage Loans and (vi)
Released Mortgaged Property Proceeds with respect to Sub-Pool 1 Mortgage Loans.
The Depositor's Yield and amounts received after the Cut-off Date in the case of
the Sub-Pool 1 Initial Mortgage Loans, or after a Subsequent Cut-off Date in the
case of the Sub-Pool 1 Subsequent Mortgage Loans, in respect of interest accrued
on the Sub-Pool 1 Mortgage Loans on or prior to the Cut-off Date, or a
Subsequent Cut-off Date, as the case may be, do not constitute part of Sub-Pool
1.
SUB-POOL 1 CERTIFICATE ACCOUNT: The Certificate Account with respect to
Sub-Pool 1.
SUB-POOL 1 INITIAL MORTGAGE LOANS: The Initial Mortgage Loans with respect
to Sub-Pool 1.
SUB-POOL 1 INTEREST COVERAGE ACCOUNT: The Interest Coverage Account with
respect to Sub-Pool 1.
SUB-POOL 1 MORTGAGE LOANS: The Mortgage Loans subject to this Agreement
included in Sub-Pool 1.
SUB-POOL 1 MULTIFAMILY LOAN: A Sub-Pool 1 Mortgage Loan which is secured by
a residential property consisting of five or more dwelling units.
SUB-POOL 1 MIXED USE LOAN: A Sub-Pool 1 Mortgage Loan which is secured by a
mixed residential and commercial structure.
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SUB-POOL 1 PRE-FUNDING ACCOUNT: The Pre-Funding Account with respect to
Sub-Pool 1.
SUB-POOL 1 PRINCIPAL AND INTEREST ACCOUNT: The Principal and Interest
Account with respect to Sub-Pool 1.
SUB-POOL 1 PRINCIPAL BALANCE: As of any date of determination, the
aggregate Principal Balances of the Sub-Pool 1 Mortgage Loans.
SUB-POOL 1 RESERVE ACCOUNT: The Reserve Account with respect to Sub-Pool 1.
SUB-POOL 1 SUBSEQUENT MORTGAGE LOAN: A Sub-Pool 1 Mortgage Loan assigned
and transferred by the Depositor to the Trustee pursuant to Section 2.10, such
Sub-Pool 1 Mortgage Loan being identified on the related Mortgage Loan Schedule
attached to a Sub-Pool 1 Subsequent Transfer Instrument.
SUB-POOL 1 SUBSEQUENT TRANSFER INSTRUMENT: Each Subsequent Transfer
Instrument dated as of a Subsequent Transfer Date executed by the Trustee and
the Depositor substantially in the form of Exhibit T, by which Sub-Pool 1
Subsequent Mortgage Loans are transferred and assigned to the Trustee.
SUB-POOL 1 TRUSTEE EXPENSE ACCOUNT: The Trustee Expense Account with
respect to Sub-Pool 1.
SUB-POOL 2: (i) the Sub-Pool 2 Mortgage Loans as from time to time are
subject to this Agreement, together with the Mortgage Files relating thereto and
all proceeds thereof, (ii) such assets as from time to time are identified as
REO Property with respect to Sub-Pool 2 or are deposited in the Sub-Pool 2
Certificate Account, Sub-Pool 2 Principal and Interest Account, Sub-Pool 2
Trustee Expense Account, Sub-Pool 2 Pre-Funding Account, Sub-Pool 2 Interest
Coverage Account, Sub-Pool 2 Reserve Account, and the Supplemental Interest
Account, including any amounts on deposit in the foregoing accounts and invested
in Permitted Instruments, (iii) the Trustee's rights under all insurance
policies with respect to the Sub-Pool 2 Mortgage Loans required to be maintained
pursuant to this Agreement and any Insurance Proceeds with respect thereto, (iv)
the Certificate Insurance Policy, (v) Liquidation Proceeds with respect to
Sub-Pool 2 Mortgage Loans and (vi) Released Mortgaged Property Proceeds with
respect to Sub-Pool 2 Mortgage Loans. The Depositor's Yield and amounts received
after the Cut-off Date in the case of the Sub-Pool 2 Initial Mortgage Loans, or
after a Subsequent Cut-off Date in the case of the Sub-Pool 2 Subsequent
Mortgage Loans, in respect of interest accrued on the Sub-Pool 2 Mortgage Loans
on or prior to the Cut-off Date, or a Subsequent Cut-off Date, as the case may
be, do not constitute part of Sub-Pool 2.
SUB-POOL 2 CERTIFICATE ACCOUNT: The Certificate Account with respect to
Sub-Pool 2.
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SUB-POOL 2 INITIAL MORTGAGE LOANS: The Initial Mortgage Loans with respect
to Sub-Pool 2.
SUB-POOL 2 INTEREST COVERAGE ACCOUNT: The Interest Coverage Account with
respect to Sub-Pool 2.
SUB-POOL 2 MORTGAGE LOANS. The Mortgage Loans subject to this Agreement
included in Sub-Pool 2.
SUB-POOL 2 PRE-FUNDING ACCOUNT: The Pre-Funding Account with respect to
Sub-Pool 2.
SUB-POOL 2 PRINCIPAL AND INTEREST ACCOUNT: The Principal and Interest
Account with respect to Sub-Pool 2.
SUB-POOL 2 PRINCIPAL BALANCE: As of any date of determination, the
aggregate Principal Balances of the Sub-Pool 2 Mortgage Loans.
SUB-POOL 2 RESERVE ACCOUNT: The Reserve Account with respect to Sub-Pool 2.
SUB-POOL 2 SUBSEQUENT MORTGAGE LOAN: A Sub-Pool 2 Mortgage Loan assigned
and transferred by the Depositor to the Trustee pursuant to Section 2.10, such
Sub-Pool 2 Mortgage Loan being identified on the related Mortgage Loan Schedule
attached to a Sub-Pool 2 Subsequent Transfer Instrument.
SUB-POOL 2 SUBSEQUENT TRANSFER INSTRUMENT: Each Subsequent Transfer
Instrument dated as of a Subsequent Transfer Date executed by the Trustee and
the Depositor substantially in the form of Exhibit T, by which Sub-Pool 2
Subsequent Mortgage Loans are transferred and assigned to the Trustee.
SUB-POOL 2 TRUSTEE EXPENSE ACCOUNT: The Trustee Expense Account with
respect to Sub-Pool 2.
SUBORDINATED AMOUNT: With respect to each Sub-Pool, the amount set forth as
such in the Insurance Agreement.
SUBSERVICER: Any Person with whom the Servicer has entered into a
Subservicing Agreement and who satisfies any requirements set forth in Section
5.01(a) in respect of the qualification of a Subservicer.
SUBSERVICING AGREEMENT: Any agreement between the Servicer and any
Subservicer relating to subservicing and/or administration of certain Mortgage
Loans as provided
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in Section 5.01(a), a copy of which shall be delivered, along with any
modifications thereto, to the Trustee.
SUBSEQUENT CUT-OFF DATE: With respect to those Subsequent Mortgage Loans
which are transferred and assigned to the Trustee pursuant to a Subsequent
Transfer Instrument, the close of Business on the day prior to the related
Subsequent Transfer Date.
SUBSEQUENT MORTGAGE LOAN: A Sub-Pool 1 Subsequent Mortgage Loan or a
Sub-Pool 2 Subsequent Mortgage Loan.
SUBSEQUENT TRANSFER DATE: The date on which a Subsequent Mortgage Loan is
transferred and assigned to the Trustee, which date shall be no later than
August 12, 1996.
SUBSEQUENT TRANSFER INSTRUMENT: A Sub-Pool 1 Subsequent Transfer Instrument
or a Sub-Pool 2 Subsequent Transfer Instrument.
SUBSTITUTION ADJUSTMENT: As to any date on which a substitution occurs
pursuant to Sections 2.05 or 3.03, the amount (if any) by which the aggregate
principal balances (after application of principal payments received on or
before the date of substitution) of any Qualified Substitute Mortgage Loans as
of the date of substitution, are less than the aggregate of the Principal
Balances, together with accrued and unpaid interest thereon to the date of
substitution, of the related Deleted Mortgage Loans.
SUPPLEMENTAL INTEREST: An amount to be paid to the Holders of the Class 2A
Certificateholders on each Remittance Date through the February 25, 1997
Remittance Date, equal to the excess of (1) the amount of interest due to the
Holders of the Class 2A Certificates calculated at the Class 2A Pass-Through
Rate without giving effect to clause (iii) of the definition of Class 2A
Pass-Through Rate, over (2) the amount of interest at the Class 2A Pass-Through
Rate giving effect to clause (iii) of the definition of Class 2A Pass-Through
Rate.
SUPPLEMENTAL INTEREST ACCOUNT: With respect to Sub-Pool 2, the account
established and maintained pursuant to Section 6.15.
TAX MATTERS PERSON: The Person or Persons designated from time to time to
act as the "tax matters person" (within the meaning of the REMIC Provisions).
TAX MATTERS PERSON RESIDUAL INTEREST CERTIFICATE: The interest in the Class
R Certificates held by the Tax Matters Person pursuant to Section 13.01(c).
TAX RETURN: The federal income tax return on Internal Revenue Service Form
1066, "U.S. Real Estate Mortgage Investment Conduit Income Tax Return,"
including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of
REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed
on behalf of the Trust Fund REMIC, due to its
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classification as a REMIC under the REMIC Provisions, together with any and all
other information reports or returns that may be required to be furnished the
Certificateholders or filed with the Internal Revenue Service or any other
governmental taxing authority under any applicable provision of federal, state
or local tax laws.
TELERATE PAGE 3750: The display page currently so designated on the Dow
Jones Telerate Service (or such other page as may replace the page on that
service for the purpose of displaying comparable rates or prices).
TERMINATION PRICE: As defined in Section 11.01.
TRANSFER AFFIDAVIT: As defined in Section 4.02(c)(ii).
TRANSFER CERTIFICATE: As defined in Section 4.02(c)(ii).
TRIGGER EVENT: With respect to Sub-Pool 1, a trigger event shall occur if
(i) with respect to any Determination Date occurring prior to May 2001, the sum
of (x) the aggregate Realized Losses with respect to Sub-Pool 1 experienced as
of such Determination Date and (y) the Delinquency Calculation Amount with
respect to such Determination Date exceeds $8,847,336 or (ii) with respect to
any Determination Date occurring prior to May 2006, the sum of (x) the aggregate
Realized Losses with respect to Sub-Pool 1 experienced as of such Determination
Date and (y) the Delinquency Calculation Amount with respect thereto exceeds
$11,796,448.
With respect to Sub-Pool 2, a trigger event shall occur if (i) with respect
to any Determination Date occurring prior to May 2001, the sum of (x) the
aggregate Realized Losses with respect to Sub-Pool 2 experienced as of such
Determination Date and (y) the Delinquency Calculation Amount with respect to
such Determination Date exceeds $5,596,691 or (ii) with respect to any
Determination Date occurring prior to May 2006, the sum of (x) the aggregate
Realized Losses with respect to Sub-Pool 2 experienced as of such Determination
Date and (y) the Delinquency Calculation Amount with respect thereto exceeds
$7,462,254.
TRUST FUND: Collectively, Sub-Pool 1 and Sub-Pool 2.
TRUST FUND REMIC: The Trust Fund, exclusive of the Interest Coverage
Accounts and the Supplemental Interest Account.
TRUSTEE: LaSalle National Bank, or its successor in interest, or any
successor trustee appointed as herein provided.
TRUSTEE EXPENSE ACCOUNT: With respect to each Sub-Pool, the account
established and maintained by the Trustee in accordance with Section 6.03. With
respect to Sub-Pool 1, the Expense Account shall be known as the Sub-Pool 1
Trustee Expense Account and
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with respect to Sub-Pool 2, the Trustee Expense Account shall be known as the
Sub-Pool 2 Trustee Expense Account.
TRUSTEE'S MORTGAGE FILE: The documents delivered to the Trustee or the
Custodian pursuant to Section 2.04.
UNITED STATES PERSON: A citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof, or an estate or
trust whose income from sources without the United States is includible in gross
income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States. The
term "United States" shall have the meaning set forth in Section 7701 of the
Code or successor provisions.
UNRECOVERED CLASS A PORTION: With respect to either the Class 1A or the
Class 2A Certificates and any Remittance Date, the excess, if any, of (A) the
related Class 1A or Class 2A Principal Balance minus the sum of (i) all amounts
(excluding that portion of Insured Payments with respect to the related
Sub-Pool, if any, to be made in respect of principal) to be distributed to the
related Class 1A or Class 2A Certificateholders in respect of principal on such
Remittance Date on account of amounts described in clauses (c)(i) through
(c)(iii), inclusive, and clauses (c)(v) (to the extent the amount in clause
(c)(v) represents a right to receive principal not previously covered by an
Insured Payment), (c)(vi) and (c)(viii) of the definition of Class A Principal
Remittance Amount, (ii) all other amounts to be distributed to the related Class
1A or Class 2A Certificateholders constituting Additional Principal to the
extent necessary to reach the Required Overcollateralization Amount for the
related Sub-Pool on such Remittance Date, and (iii) all amounts distributed to
the related Class 1A or Class 2A Certificateholders as a mandatory prepayment
pursuant to the last paragraph of Section 6.06(c) (only on the Remittance Date
occurring on August 26, 1996), over (B) the sum of (i) the related Sub-Pool
Principal Balance plus (ii) the related Pre-Funded Amount minus the sum of (x)
the principal portion of the Monthly Payments received during the related Due
Period and deposited in the related Principal and Interest Account pursuant to
Section 5.03, and all Principal Prepayments, Curtailments, Excess Payments,
Insurance Proceeds, Net Liquidation Proceeds, Released Mortgaged Property
Proceeds and net income from any REO Property with respect to Mortgage Loans
with respect to the related Sub-Pool to the extent applied by the Servicer as
recoveries of principal in respect of the related Mortgage Loans, which will be
distributed to the related Class 1A or Class 2A Certificateholders pursuant to
Section 6.06 on such Remittance Date, plus (y) the aggregate of, as to each
related Mortgage Loan which became a Liquidated Mortgage Loan during the related
Due Period, an amount (not less than zero or greater than the related Principal
Balance) equal to the excess, if any, of (i) the Principal Balance of such
Liquidated Mortgage Loan over (ii) the principal portion of the related Net
Liquidation Proceeds included in item (b)(iii) of the definition of Class A
Principal Remittance Amount that will actually be distributed to the related
Class 1A or Class 2A Certificateholders on such Remittance Date, pursuant to
Sections 6.06(c)(A)(X)(vii) through (xii) and 6.06(c)(A)(Y)(vii) through (xii)
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with respect to Sub-Pool 1 and Sections 6.06(c)(B)(X)(ii) and
6.06(c)(B)(Y)(ii) with respect to Sub-Pool 2.
VOTING RIGHTS: The portion of the voting rights of all of the Certificates
which is allocated to any Certificate. As of any date of determination, 100% of
all of the Voting Rights with respect to Sub-Pool 1 shall be allocated among
Holders of Class 1A-1 Certificates, Class 1A-2 Certificates, Class 1A-3
Certificates, Class 1A-4 Certificates, Class 1A-5 Certificates and Class 1A-6
Certificates in the proportion that the related Class Principal Balance bears to
the sum of the Class 1A-1 Principal Balance, the Class 1A-2 Principal Balance,
the Class 1A-3 Principal Balance, the Class 1A-4 Principal Balance, the Class
1A-5 Principal Balance and the Class 1A-6 Principal Balance on such date, and
allocated among the Certificates of each such Class in accordance with their
respective Percentage Interests. As of any date of determination, 100% of all of
the Voting Rights with respect to Sub-Pool 2 shall be allocated among Holders of
Class 2A Certificates in accordance with their respective Percentage Interests.
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ARTICLE II
SALE AND CONVEYANCE OF THE TRUST FUND
Section 2.01 Sale and Conveyance of Trust Fund; Priority and Subordination
of Ownership Interests.
(a) The Depositor does hereby sell, transfer, assign, set over and convey
without recourse to the Trustee, but subject to the subordination described
below in this Section and the other terms and provisions of this Agreement, all
of the right, title and interest of the Depositor in and to the Sub-Pool 1 and
Sub-Pool 2 Mortgage Loans, together with any amounts due after the Cut-off Date
with respect to the Initial Mortgage Loans or after a Subsequent Cut-off Date
with respect to the Subsequent Mortgage Loans (other than the Depositor's
Yield), and all other assets included or to be included in the Trust Fund for
the benefit of the Certificateholders.
(b) The rights of the Certificateholders to receive payments with respect
to the Mortgage Loans in respect of the Certificates, and all ownership
interests of the Certificateholders in such payments, shall be as set forth in
this Agreement. In this regard, all rights of the Class R Certificateholders to
receive payments in respect of the Class R Certificates are subject and
subordinate to the preferential rights of the Class A Certificateholders to
receive payments in respect of the Class A Certificates, to the extent set forth
herein. In accordance with the foregoing, the ownership interest of the Class R
Certificateholders in amounts deposited in the Principal and Interest Accounts
and the Certificate Accounts from time to time shall not vest unless and until
such amounts are distributed in respect of the Class R Certificates in
accordance with the terms of this Agreement.
Section 2.02 Possession of Mortgage Files.
(a) Upon the issuance of the Certificates, and upon delivery of each
Subsequent Mortgage Loan or Qualified Substitute Mortgage Loan, the ownership of
each Mortgage Note, the Mortgage and the contents of the related Mortgage File
is vested in the Trustee for the benefit of the Certificateholders.
(b) Pursuant to Section 2.04, the Depositor has delivered or caused to be
delivered to the Trustee or the Custodian each Trustee's Mortgage File with
respect to the Initial Mortgage Loans.
Section 2.03 Books and Records.
The sale of each Mortgage Loan shall be reflected on the Depositor's
balance sheets and other financial statements as a sale of assets by the
Depositor. The Depositor shall be responsible for maintaining, and shall
maintain, a complete set of books and records for each Mortgage Loan which shall
be clearly marked to reflect the ownership of each Mortgage Loan by the Trustee
for the benefit of the Certificateholders.
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Section 2.04 Delivery of Mortgage Loan Documents.
The Depositor, contemporaneously with the delivery of this Agreement, has
delivered or caused to be delivered to the Trustee or, if a Custodian has been
appointed pursuant to Section 12.12, to the Custodian, the Certificate Insurance
Policy and each of the following documents for each Initial Mortgage Loan. The
Depositor, contemporaneously with delivery of a Subsequent Transfer Instrument,
shall deliver or cause to be delivered to the Trustee or, if a Custodian has
been appointed pursuant to Section 12.12, to the Custodian, each of the
following documents for each related Subsequent Mortgage Loan.
(a) The original Mortgage Note, showing a complete chain of endorsements
and endorsed by the last endorsee thereof, "Pay to the order of
_____________________ [or LaSalle National Bank, as Trustee under the Pooling
and Servicing Agreement, dated as of June 1, 1996, Series 1996-2,] without
recourse" and signed, by facsimile or manual signature, by such last endorsee;
(b) Either: (i) the original Mortgage, with evidence of recording thereon,
(ii) a copy of the Mortgage certified as a true copy by a Responsible Officer of
the Depositor or by the closing attorney, or by an officer of the title insurer
or agent of the title insurer which issued the related title insurance policy,
or commitment therefor, if the original has been transmitted for recording until
such time as the original is returned by the public recording office or (iii) a
copy of the Mortgage certified by the public recording office in those instances
where the original recorded Mortgage has been lost;
(c) Either: (i) (A) the original Assignment of Mortgage from the last
assignee of the related Mortgage assigned to the Trustee, with evidence of
recording thereon, or (B) an original assignment of mortgage from the last
assignee of the related Mortgage assigned in blank, or (ii) if an original
Assignment of Mortgage has not yet been provided in accordance with clause (i),
an Assignment of Mortgage to the Trustee, certified by an appropriate officer or
approved signatory of the Depositor or the closing attorney or any officer of
the title insurer that issued the related title insurance policy, or commitment
therefor, or its duly authorized agent, as being a true and complete copy of the
original of such Assignment of Mortgage to the Trustee submitted for recording
(provided, however, that an appropriate officer or approved signatory of the
Depositor may complete one or more blanket certificates attaching copies of one
or more Assignments of Mortgage to the Trustee relating thereto) or (iii) a copy
of such original Assignment of Mortgage to the Trustee, with evidence of
recording thereon, certified to be true and complete by the Depositor or the
appropriate public recording office, in those instances where such original
Assignment of Mortgage has been recorded but subsequently lost; any such
Assignment of Mortgage may be made by blanket assignments for Mortgage Loans
secured by the Mortgaged Properties located in the same county, if permitted by
applicable law;
(d) The original policy of title insurance or a true copy thereof or, if
such policy has not yet been delivered by the insurer, the commitment or binder
to issue same;
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(e) Either: (i) originals of all intervening assignments, if any, showing a
complete chain of assignment from the originator to the last assignee of the
related Mortgage, including any recorded warehousing assignments, with evidence
of recording thereon, or, (ii) if the original intervening assignments have not
yet been returned from the recording office, a copy of the originals of such
intervening assignments together with a certificate of a Responsible Officer of
the Depositor or the closing attorney or an officer of the title insurer which
issued the related title insurance policy, or commitment therefor, or its duly
authorized agent certifying that the copy is a true copy of the original of such
intervening assignments or (iii) a copy of the intervening assignment certified
by the public recording office in those instances where the original recorded
intervening assignment has been lost;
(f) Either: (i) the original assumption agreement and/or modification
agreement, if any, with evidence of recording thereon, or (ii) if the original
of such agreement has not yet been returned from the recording office, a copy of
such original, certified by an appropriate officer or approved signatory of the
Depositor or the closing attorney or any officer of the title insurer that
issued the related title insurance policy, or commitment therefor, or its duly
authorized agent, as being a true and complete copy of the original of such
assumption and modification agreement submitted for recording, or (iii) a copy
of an original assumption and modification agreement, with evidence of recording
thereon, certified to be true and complete by the Depositor or the appropriate
public recording office, in those instances where such original recorded
assumption or modification agreement has been lost; and
Within 45 days after the Closing Date, with respect to each Sub-Pool 1
Multifamily Loan and Sub-Pool 1 Mixed Use Loan, (i) if such item is a document
separate from the Mortgage either (A) an original copy of the related Assignment
of Leases, if any (with recording information indicated thereon), or (B) if the
original of such Assignment of Leases has not yet been returned from the
recording office, a copy of such original, certified by an appropriate officer
or approved signatory of the Depositor or the closing attorney or any officer of
the title insurer that issued the related title insurance policy, or commitment
therefor, or its duly authorized agent, as being a true and complete copy of the
original of such Assignment of Leases submitted for recording; (ii) an original
assignment of any related Assignment of Leases, if any (if such document is a
document separate from the Mortgage and not incorporated in the Assignment of
Mortgage), in blank and in recordable form; (iii) if such item is a document
separate from the Mortgage either (A) an original copy of all intervening
assignments of Assignment of Leases, if any (with recording information
indicated thereon), or (B) if the original of such intervening assignments of
Assignment of Leases has not yet been returned from the recording office, a copy
of such original, certified by an appropriate officer or approved signatory of
the Depositor or the closing attorney or any officer of the title insurer that
issued the related title insurance policy, or commitment therefor, or its duly
authorized agent, as being a true and complete copy of the original of such
intervening assignment of Assignment of Leases submitted for recording; (iv)
either, (A) a copy of the UCC-1 financing statement and any related continuation
statements, if any, each showing the Mortgagor as debtor and mortgagee as
secured party and each with evidence of filing thereon, or (B) if the copy of
the UCC-1 financing statement has not yet been returned from the filing office,
a copy of such UCC-1
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financing statement, certified by an appropriate officer or approved signatory
of the Depositor or the closing attorney or any officer of the title insurer
that issued the related title insurance policy, or commitment therefor, or its
duly authorized agent, as being a true and complete copy of the original of such
UCC-1 financing statement submitted for filing; and (v) an original executed
form UCC-2 or UCC-3 financing statement, in form suitable for filing, disclosing
the assignment in blank, of the security interest in the personal property
constituting security for repayment of the Mortgage Loan; and (vi) either (A) an
original copy of all intervening assignments of UCC-3 financing statements, if
any (with recording information indicated thereon), or (B) if the original of
such intervening assignments of UCC-3 financing statements has not yet been
returned from the recording office, a copy of such original, certified by an
appropriate officer or approved signatory of the Depositor or the closing
attorney or any officer of the title insurer that issued the related title
insurance policy, or commitment therefor, or its duly authorized agent, as being
a true and complete copy of the original of such intervening assignments of
UCC-3 financing statements submitted for recording. If in connection with any
Mortgage Loan the Depositor cannot deliver any such financing statement(s) with
evidence of filing thereon because such financing statement(s) has not yet been
returned by the public filing office where such financing statement has been
submitted for filing, then the Depositor shall deliver or cause to be delivered
a photocopy, or the secured party's carbon copy with the debtor's signature of
such financing statement(s) (certified by the Depositor to be a true and
complete copy) together with an officers' certificate stating that such
financing statement(s) has been dispatched to the appropriate public filing
office for filing.
Within 45 days after the Closing Date, the Servicer shall have completed
each Assignment of Mortgage and Assignment of Leases, if any, originally
assigned in blank to "LaSalle National Bank, as Trustee for AFC Mortgage Loan
Asset Backed Certificates, Series 1996-2, under the Pooling and Servicing
Agreement, dated as of June 1, 1996" and, within such period (or if later,
within 30 days after its receipt of the original recorded Mortgage and
intervening assignment), shall have submitted each such Assignment of Mortgage
to the appropriate public recording office for recording. Within 45 days after
the Closing Date, the Servicer shall complete any UCC-2 or UCC-3 financing
statements with respect to the Sub-Pool 1 Multifamily Loans and Sub-Pool 1 Mixed
Use Loans, such that the assignee of creditor is listed as "LaSalle National
Bank, as Trustee for AFC Mortgage Loan Asset Backed Certificates, Series 1996-2,
under the Pooling and Servicing Agreement, dated as of June 1, 1996." The
Depositor shall no later than ten Business Days after the receipt thereof, and
in any event, within one year of the Closing Date, deliver or cause to be
delivered to the Trustee or the Custodian: (a) the original recorded Mortgage in
those instances where a copy thereof certified by the Depositor was delivered to
the Trustee or the Custodian; (b) the original recorded Assignment of Mortgage
from the Depositor to the Trustee, which, together with any intervening
assignments of Mortgage, evidences a complete chain of assignment from the
originator to the Trustee in those instances where copies thereof certified by
the Depositor were delivered to the Trustee or the Custodian; (c) the title
insurance policy required in clause (d) above; (d) the original recorded
assumption and modification agreement in those instances in which a copy was
delivered; (e) the original Assignment of Leases in those instances in which a
copy was delivered and (f) the copy of the UCC-1 financing statement and any
related continuation statements with
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evidence of filing thereon returned from the recording office if a copy was
previously delivered as set forth in clause (iii)(B) above. Notwithstanding
anything to the contrary contained in this Section 2.04, in those instances
where the public recording office retains the original Mortgage, Assignment of
Mortgage or the intervening assignments of the Mortgage, Assignment of Leases or
assignment of Assignment of Leases after it has been recorded, the Depositor
shall be deemed to have satisfied its obligations hereunder upon delivery to the
Trustee or the Custodian of a copy of such Mortgage, Assignment of Mortgage or
intervening assignments of the Mortgage, Assignment of Leases or assignment of
Assignment of Leases certified by the public recording office to be a true copy
of the recorded original thereof. From time to time the Depositor may forward or
cause to be forwarded to the Trustee or the Custodian additional original
documents evidencing an assumption or modification of a Mortgage Loan. All
Mortgage Loan documents held by the Trustee or the Custodian as to each Mortgage
Loan are referred to herein as the "Trustee's Mortgage File."
All recording required pursuant to this Section 2.04 shall be accomplished
by and at the expense of the Depositor.
Section 2.05 Acceptance by Trustee of the Trust Fund; Certain
Substitutions; Certification by Trustee.
(a) The Trustee agrees to execute and deliver on the Closing Date and on
each Subsequent Transfer Date an acknowledgment of receipt (or if a Custodian
has been appointed, a receipt by the Custodian) of, for each Mortgage Loan
transferred and assigned to the Trustee on such date, the items listed in
Section 2.04 (a) through (f) above, in the form attached as Exhibit F, and
declares that it will hold such documents and any amendments, replacements or
supplements thereto, as well as any other assets included in the definition of
Trust Fund and delivered to the Trustee or the Custodian, as Trustee in trust
upon and subject to the conditions set forth herein for the benefit of the
Certificateholders. The Trustee or Custodian (such Custodian being so obligated
under a Custodial Agreement) agrees, for the benefit of the Certificateholders,
to review (or cause to be reviewed) each Trustee's Mortgage File within 45 days
after the Closing Date (or, with respect to any Subsequent Mortgage Loan or
Qualified Substitute Mortgage Loan, within 45 days after the receipt by the
Trustee or Custodian thereof) and to deliver to the Depositor, the Servicer and
the Certificate Insurer a certification in the form attached hereto as Exhibit
F-1 to the effect that, as to each Mortgage Loan listed in the related Mortgage
Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan
specifically identified in such certification as not covered by such
certification), (i) all documents required to be delivered to it pursuant to
this Agreement are in its possession or in the possession of the Custodian on
its behalf (other than items listed in Section 2.04(f) above), (ii) any and all
documents delivered by the Depositor pursuant to Section 2.04 above have been
reviewed by it or the Custodian on its behalf and have not been mutilated,
damaged, torn or otherwise physically altered (handwritten additions, changes or
corrections shall not constitute physical alteration if initialled by the
Mortgagor) and relate to such Mortgage Loan, (iii) based on its examination, or
the examination of the Custodian on its behalf, and only as to the foregoing
documents, the information set forth on the related Mortgage Loan Schedule
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accurately reflects the information set forth in the Trustee's Mortgage File and
(iv) each Mortgage Note has been endorsed as provided in Section 2.04 above. The
Trustee or Custodian shall be under no duty or obligation to inspect, review or
examine any such documents, instruments, certificates or other papers to
determine that they are genuine, enforceable, or appropriate for the represented
purpose or that they are other than what they purport to be on their face.
Within 375 days after the Closing Date, the Trustee shall deliver (or cause to
be delivered by the Custodian, if any) to the Servicer, the Depositor and the
Certificate Insurer a final certification in the form attached hereto as Exhibit
G covering both the Initial Mortgage Loans and all Subsequent Mortgage Loans
evidencing the completeness of the Trustee's Mortgage Files (other than items
listed in Section 2.04(f) above). Following delivery of the Final Certification,
the Trustee shall (or cause the Custodian to) provide to the Certificate
Insurer, the Depositor and the Servicer no less frequently than quarterly, and
the Servicer shall provide to the Certificate Insurer, no less frequently than
quarterly, updated certifications indicating the then current status of
exceptions, until all such exceptions have been eliminated.
(b) If the Certificate Insurer, the Trustee or the Custodian, if any, on
the Trustee's behalf during the process of reviewing the Trustee's Mortgage
Files finds any document constituting a part of a Trustee's Mortgage File which
is not executed, has not been received, is unrelated to the Mortgage Loan
identified in the related Mortgage Loan Schedule, or does not conform to the
requirements of Section 2.04 above or the description thereof as set forth in
the related Mortgage Loan Schedule, the Trustee, the Certificate Insurer or the
Custodian (pursuant to the Custodial Agreement), as applicable, shall promptly
so notify the Servicer, the Depositor, the Certificate Insurer, the Custodian
and the Trustee. In performing any such review, the Trustee may conclusively
rely on the Depositor as to the purported genuineness of any such document and
any signature thereon. It is understood that the scope of the Trustee's review
of the Mortgage Files is limited solely to confirming that the documents listed
in Section 2.04 above (other than the items listed in Section 2.04(f) above)
have been received and further confirming that any and all documents delivered
pursuant to such Section 2.04 have been executed and relate to the Mortgage
Loans identified in the related Mortgage Loan Schedule. The Trustee shall have
no responsibility for determining whether any document is valid and binding,
whether the text of any assignment or endorsement is in proper or recordable
form, whether any document has been recorded in accordance with the requirements
of any applicable jurisdiction, or whether a blanket assignment is permitted in
any applicable jurisdiction. The Depositor agrees to use reasonable efforts to
remedy a material defect in a document constituting part of a Trustee's Mortgage
File of which it is so notified by the Trustee. If, however, within 60 days
after the Trustee's or Custodian's notice to it respecting such defect the
Depositor has not remedied the defect and the defect materially and adversely
affects the interest of the Certificateholders in the related Mortgage Loan or
the interests of the Certificate Insurer, the Depositor will on the
Determination Date next succeeding the end of such 60 day period (i) substitute
in lieu of such Mortgage Loan a Qualified Substitute Mortgage Loan in the manner
and subject to the conditions set forth in Section 3.03 or (ii) purchase such
Mortgage Loan at a purchase price equal to the Principal Balance of such
Mortgage Loan as of the date of purchase, plus all accrued and unpaid interest
on such Mortgage Loan to but not including the Due Date in the Due Period most
recently ended prior to such Determination Date computed
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at the Mortgage Rate plus the amount of any unreimbursed Servicing Advances made
by the Servicer with respect to such Mortgage Loan, which purchase price shall
be deposited in the Principal and Interest Account (after deducting therefrom
any amounts received in respect of such repurchased Mortgage Loan and being held
in the related Principal and Interest Account for future distribution to the
extent such amounts represent recoveries of principal not yet applied to reduce
the related Principal Balance or interest (net of the Servicing Fee) for the
period from and after the Due Date in the Due Period most recently ended prior
to such Determination Date). For purposes of calculating the Available
Remittance Amount for any Remittance Date, amounts paid by the Depositor
pursuant to this Section 2.05 in connection with the repurchase or substitution
of any Mortgage Loan that are on deposit in the related Principal and Interest
Account as of the Determination Date for such Remittance Date shall be deemed to
have been paid during the related Due Period and shall be transferred to the
related Certificate Account pursuant to Section 5.04(i) on the Determination
Date for such Remittance Date.
(c) Upon receipt by the Trustee of a certification of a Servicing Officer
of the Servicer of such substitution or purchase and the deposit of the amounts
described above in the related Principal and Interest Account (which
certification shall be in the form of Exhibit I), the Trustee shall release (or
cause to be released) to the Servicer for release to the Depositor the related
Trustee's Mortgage File and shall execute, without recourse, representation or
warranty, and deliver such instruments of transfer presented to it by the
Servicer as shall be necessary to transfer such Mortgage Loan to the Depositor.
On the Remittance Date in January of each year, the Trustee or the
Custodian, if any, shall deliver to the Depositor, the Servicer and the
Certificate Insurer a certification detailing all releases with respect to the
Mortgage Loans for which the Trustee or the Custodian holds a Trustee's Mortgage
File pursuant to this Agreement. Such certification shall be limited to a list
of all Trustee's Mortgage Files which were released by or returned to the
Trustee or the Custodian during the prior calendar year, the date of such
release or return, the reason for such release or return, and the Person to whom
the Trustee's Mortgage File was released and the Person who returned the
Trustee's Mortgage File.
Section 2.06 [Reserved].
Section 2.07 Execution of Certificates.
The Trustee acknowledges the assignment to it of the Mortgage Loans and the
delivery of the Trustee's Mortgage Files to it and, concurrently with such
delivery, has executed and caused to be authenticated and delivered to or upon
the order of the Depositor, in exchange for the Mortgage Loans, the Trustee's
Mortgage Files and the other assets included in the definition of the Trust
Fund, Certificates in Authorized Denominations evidencing the entire ownership
of the Trust Fund.
Section 2.08 Fees and Expenses of the Trustee.
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Subject to Section 12.05 hereof, the fees and expenses of the Trustee
hereunder including (i) the annual fees of the Trustee, payable annually in
advance beginning on the Closing Date and on each anniversary thereof, (ii) any
other fees, expenses, disbursements and advances to which the Trustee is
entitled, and (iii) reimbursements to the Servicer for any advances made by the
Servicer to the related Trustee Expense Account pursuant to Section 6.03, shall
be paid from the related Trustee Expense Account in the manner set forth in
Section 6.03; provided, however, that the Depositor shall be liable for any
expenses of the Trust Fund incurred prior to the Closing Date. The fees due to
the Trustee on the Closing Date pursuant to Section 2.08(i) above shall be paid
by the Depositor on the Closing Date from its own funds.
Section 2.09 Application of Principal and Interest.
In the event that Net Liquidation Proceeds or Insurance Proceeds on a
Liquidated Mortgage Loan are less than the related Principal Balance plus
accrued interest thereon, or any Mortgagor makes a partial payment of any
Monthly Payment due on a Mortgage Loan, such Net Liquidation Proceeds, Insurance
Proceeds or partial payment shall be applied to payment of the related Mortgage
Note as provided therein, and if not so provided or if the related Mortgaged
Property has become an REO Property, first to interest accrued at the related
Mortgage Rate and then to principal.
Section 2.10 Conveyance of the Subsequent Mortgage Loans.
(a) Subject to the conditions set forth in paragraph (b) below in
consideration of the Trustee's delivery on the related Subsequent Transfer Dates
to or upon the order of the Depositor of all or a portion of the balance of
funds in the related Pre-Funding Account with respect to the related Sub-Pool,
the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set
over and convey without recourse to the Trustee but subject to the subordination
described above in Section 2.01(b) above and the other terms and provisions of
this Agreement all of the right, title and interest of the Depositor in and to
(i) the Subsequent Mortgage Loans identified on the related Mortgage Loan
Schedule attached to the related Subsequent Transfer Instrument, delivered by
the Depositor on such Subsequent Transfer Date, excepting the Depositor's Yield,
(ii) principal received and interest accruing on the Subsequent Mortgage Loans
after the related Subsequent Cut-off Date and (iii) all items with respect to
such Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 above
and the other items in the related Mortgage Files; provided, however, that the
Depositor reserves and retains all right, title and interest in and to principal
(including Prepayments, Curtailments and Excess Payments) received and interest
accruing on the Subsequent Mortgage Loans on or prior to the related Subsequent
Cut-off Date. The transfer to the Trustee by the Depositor of the Subsequent
Mortgage Loans identified on the related Mortgage Loan Schedule shall be
absolute and is intended by the Depositor, the Servicer, the Trustee and the
Certificateholders to constitute and to be treated as a sale of the Subsequent
Mortgage Loans by the Depositor to the Trust Fund.
The purchase price paid by the Trustee from amounts released from the
Pre-Funding Account shall be one-hundred percent (100%) of the aggregate
principal balances of the
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Subsequent Mortgage Loans so transferred. This Agreement shall constitute a
fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of
the Code.
(b) The Depositor shall transfer to the Trustee the Subsequent Mortgage
Loans and the other property and rights related thereto described in Section
2.10 (a) above, and the Trustee shall release funds from the related Pre-Funding
Account, only upon the satisfaction of each of the following conditions on or
prior to the related Subsequent Transfer Date:
(i) except with respect to the first conveyance of Subsequent Mortgage
Loans to the Trustee, the Depositor shall have provided the Trustee and the
Certificate Insurer with a timely Addition Notice and shall have provided
any information reasonably requested by the Trustee or the Certificate
Insurer with respect to the Subsequent Mortgage Loans;
(ii) the Depositor shall have delivered to the Trustee a duly executed
Subsequent Transfer Instrument, which shall include a Mortgage Loan
Schedule, listing the Subsequent Mortgage Loans;
(iii) as of each Subsequent Transfer Date, the Depositor shall not be
insolvent nor shall it have been made insolvent by such transfer nor shall
it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax
consequence to the Trust Fund or the Certificateholders;
(v) the Funding Period shall not have terminated;
(vi) the Depositor shall have delivered to the Trustee an Officer's
Certificate, substantially in the form of Exhibit V, confirming the
satisfaction of each condition precedent and representations specified in
this Section 2.10(b), and Section 2.10(c) with respect to Sub-Pool 1, and
Section 2.10(d) with respect to Sub-Pool 2 following and in the related
Subsequent Transfer Instrument;
(vii) the Depositor shall have delivered to the Trustee Opinions of
Counsel addressed to the Certificate Insurer, Moody's, S&P and the Trustee
with respect to the transfer of the Subsequent Mortgage Loans substantially
in the form of the Opinions of Counsel delivered to the Certificate Insurer
and the Trustee on the Closing Date regarding certain bankruptcy and
corporate matters; and
(viii) the Trustee shall have delivered to the Certificate Insurer and
the Depositor an Opinion of Counsel addressed to the Depositor, Moody's,
S&P and the Certificate Insurer with respect to the Subsequent Transfer
Instrument substantially in the form of the Opinion of Counsel delivered to
the Certificate Insurer and the Depositor on the Closing Date regarding
certain corporate matters relating to the Trustee.
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(c) Any conveyance of Sub-Pool 1 Subsequent Mortgage Loans on a Sub-Pool 1
Subsequent Transfer Date is subject to the following representations and
warranties of the Depositor: (i) each Sub-Pool 1 Subsequent Mortgage Loan must
satisfy the representations and warranties specified in the Sub-Pool 1
Subsequent Transfer Instrument and this Agreement; (ii) the Depositor will not
select such Subsequent Mortgage Loans in a manner that it believes is adverse to
the interests of the Certificateholders; (iii) the Depositor will deliver
certain opinions of counsel with respect to the validity of the conveyance of
such Subsequent Mortgage Loans; (iv) as of the respective Subsequent Cut-off
Date, the Sub-Pool 1 Subsequent Mortgage Loans will satisfy the following
criteria: (A) such Subsequent Mortgage Loan may not be 30 or more days
contractually delinquent as of the related Subsequent Cut-off Date; (B) the
original term to maturity of such Subsequent Mortgage Loan will not be less than
120 months and will not exceed 360 months; (C) such Subsequent Mortgage Loan may
not provide for negative amortization; (D) such Subsequent Mortgage Loan will
have a Mortgage Rate not less than 8%; (E) such Subsequent Mortgage Loan will be
underwritten in accordance with the criteria set forth under "The
Depositor--Underwriting Criteria--Sub-Pool 1" in the Prospectus; (F) such
Subsequent Mortgage Loan will have been serviced by the Servicer since
origination or purchase by the Depositor; (G) such Subsequent Mortgage Loan will
not have a Combined Loan-to-Value Ratio greater than 90%; and (H) such
Subsequent Mortgage Loans will have (1) as of the end of the Sub-Pool 1 Funding
Period, a weighted average number of months since origination of not over 4
months and (2) not over 20% by aggregate principal balance with a first payment
date in August 1996. In addition, following the purchase of any Sub-Pool 1
Subsequent Mortgage Loan by the Trust Fund, the Sub-Pool 1 Mortgage Loans
(including the Sub-Pool 1 Subsequent Mortgage Loans) as of the end of the
Sub-Pool 1 Funding Period will: (i) have a weighted average Mortgage Rate of at
least 10.75%; (ii) have a weighted average remaining term to stated maturity of
not more than 270 months and not less than 190 months; (iii) have a weighted
average Combined Loan-to-Value Ratio of not more than 80%; (iv) have not in
excess of 55% by aggregate principal balance of Sub-Pool 1 Mortgage Loans that
are Balloon Loans; (v) have no Sub-Pool 1 Mortgage Loan with a principal balance
in excess of $750,000; (vi) not have in excess of 15% by aggregate principal
balance of Sub-Pool 1 Mortgage Loans secured by non-owner occupied Mortgaged
Properties; (vii) not have a concentration of Mortgaged Properties in a single
zip code in excess of 3% by aggregate principal balance of Sub-Pool 1 Mortgage
Loans; (viii) not have in excess of 5% by aggregate principal balance of
Sub-Pool 1 Mortgage Loans secured by Mortgaged Properties that are condominiums;
(ix) have at least 70% by aggregate principal balance of Sub-Pool 1 Mortgage
Loans secured by fee simple interests in attached or detached Single Family
Properties (including units in de minimis PUDs) and (x) not have in excess of
10% by aggregate principal balance of Sub-Pool 1 Mortgage Loans secured by
Multifamily Properties and Mixed Use Properties. In the sole discretion of the
Certificate Insurer, Sub-Pool 1 Subsequent Mortgage Loans with characteristics
varying from those set forth above may be purchased by the Trust Fund; provided,
however, that the addition of such Mortgage Loans will not materially affect the
aggregate characteristics of Sub-Pool 1.
(d) Any conveyance of Sub-Pool 2 Subsequent Mortgage Loans on a Sub-Pool 2
Subsequent Transfer Date is subject to the following representations and
warranties of the Depositor: (i) each Subsequent Mortgage Loan must satisfy the
representations and warranties
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specified in the Sub-Pool 2 Subsequent Transfer Instrument and this Agreement;
(ii) the Depositor will not select such Subsequent Mortgage Loans in a manner
that it believes is adverse to the interests of the Certificateholders; (iii)
the Depositor will deliver certain opinions of counsel with respect to the
validity of the conveyance of such Subsequent Mortgage Loans; (iv) as of the
respective Subsequent Cut-off Date the Sub-Pool 2 Subsequent Mortgage Loans will
satisfy the following criteria: (A) such Sub-Pool 2 Subsequent Mortgage Loan may
not be 30 or more days contractually delinquent as of the related Sub-Pool 2
Subsequent Cut-off Date; (B) the original term to maturity of such Sub-Pool 2
Subsequent Mortgage Loan will not be less than 180 months and will not exceed
360 months; (C) such Subsequent Mortgage Loan may not provide for negative
amortization; (D) such Subsequent Mortgage Loan will have a Gross Margin not
less than 3.75%; (E) such Subsequent Mortgage Loan will be underwritten in
accordance with the criteria set forth under "The Depositor--Underwriting
Criteria--Sub-Pool 2" in the Prospectus; (F) such Subsequent Mortgage Loan will
have been serviced by the Servicer since origination or purchase by the
Depositor; (G) such Subsequent Mortgage Loan will not have a Loan-to-Value Ratio
greater than 90%; and (H) such Subsequent Mortgage Loans will have (1) as of the
end of the Sub-Pool 2 Funding Period, a weighted average number of months since
origination of not over 4 months and (2) not over 20% by aggregate principal
balance with a first payment date in September 1996. In addition, following the
purchase of any Sub-Pool 2 Subsequent Mortgage Loan by the Trust Fund, the
Sub-Pool 2 Mortgage Loans (including the Sub-Pool 2 Subsequent Mortgage Loans)
as of the end of the Sub-Pool 2 Funding Period will: (i) have a weighted average
Gross Margin of at least 5.60% and a weighted average coupon of at least 8.85%;
(ii) have a weighted average remaining term to stated maturity of not more than
359.5 months and not less than 356 months; (iii) have a weighted average
Loan-to-Value Ratio of not more than 80%; (iv) have no Sub-Pool 2 Mortgage Loan
with a principal balance in excess of $600,000; (v) not have in excess of 10% by
aggregate principal balance of Sub-Pool 2 Mortgage Loans secured by non-owner
occupied Mortgaged Properties; (vi) not have a concentration of Mortgaged
Properties in a single zip code in excess of 5% by aggregate principal balance
of Sub-Pool 2 Mortgage Loans; (vii) not have in excess of 5% by aggregate
principal balance of Sub-Pool 2 Mortgage Loans secured by Mortgaged Properties
that are condominiums; (viii) have at least 76% by aggregate principal balance
of Sub-Pool 2 Mortgage Loans secured by fee simple interests in attached or
detached Single Family Properties (including units in de minimis PUDs) and (ix)
will not be secured by Multifamily Properties or Mixed Use Properties. In the
sole discretion of the Certificate Insurer, Sub-Pool 2 Subsequent Mortgage Loans
with characteristics varying from those set forth above may be purchased by the
Trust Fund; provided, however, that the addition of such Sub-Pool 2 Mortgage
Loans will not materially affect the aggregate characteristics of Sub-Pool 2.
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ARTICLE III
REPRESENTATIONS AND WARRANTIES
Section 3.01 Representations of the Depositor.
The Depositor hereby represents and warrants to the Trustee, the
Certificate Insurer and the Certificateholders as of the Closing Date:
(a) The Depositor is a federally chartered stock savings bank, duly
organized, validly existing and in good standing under the laws of the United
States and has all licenses necessary to carry on its business as now being
conducted and is licensed, qualified and in good standing in each Mortgaged
Property State if the laws of such state require licensing or qualification in
order to conduct business of the type conducted by the Depositor and perform its
obligations as Depositor hereunder; the Depositor has the power and authority to
execute and deliver this Agreement and to perform in accordance herewith; the
execution, delivery and performance of this Agreement (including all instruments
of transfer to be delivered pursuant to this Agreement) by the Depositor and the
consummation of the transactions contemplated hereby have been duly and validly
authorized by all necessary action; this Agreement evidences the valid, binding
and enforceable obligation of the Depositor; and all requisite action has been
taken by the Depositor to make this Agreement valid, binding and enforceable
upon the Depositor in accordance with its terms, subject to the effect of
bankruptcy, insolvency, reorganization, moratorium and other, similar laws
relating to or affecting creditors' rights generally or the application of
equitable principles in any proceeding, whether at law or in equity;
(b) All actions, approvals, consents, waivers, exemptions, variances,
franchises, orders, permits, authorizations, rights and licenses required to be
taken, given or obtained, as the case may be, by or from any federal, state or
other governmental authority or agency (other than any such actions, approvals,
etc. under any state securities laws, real estate syndication or "Blue Sky"
statutes, as to which the Depositor makes no such representation or warranty),
that are necessary in connection with the purchase and sale of the Certificates
and the execution and delivery by the Depositor of the documents to which it is
a party, have been duly taken, given or obtained, as the case may be, are in
full force and effect, are not subject to any pending proceedings or appeals
(administrative, judicial or otherwise) and either the time within which any
appeal therefrom may be taken or review thereof may be obtained has expired or
no review thereof may be obtained or appeal therefrom taken, and are adequate to
authorize the consummation of the transactions contemplated by this Agreement
and the other documents on the part of the Depositor and the performance by the
Depositor of its obligations as Depositor or Servicer under this Agreement and
such of the other documents to which it is a party;
(c) The consummation of the transactions contemplated by this Agreement
will not result in the breach of any terms or provisions of the charter or
by-laws of the Depositor or result in the breach of any term or provision of, or
conflict with or constitute a default under
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or result in the acceleration of any obligation under, any material agreement,
indenture or loan or credit agreement or other material instrument to which the
Depositor or its property is subject, or result in the violation of any law,
rule, regulation, order, judgment or decree to which the Depositor or its
property is subject;
(d) Neither this Agreement nor the Prospectus nor any statement, report or
other document prepared by the Depositor and furnished or to be furnished
pursuant to this Agreement or in connection with the transactions contemplated
hereby contains any untrue statement of material fact or omits to state a
material fact necessary to make the statements contained herein or therein not
misleading;
(e) There is no action, suit, proceeding or investigation pending or, to
the best of the Depositor's knowledge, threatened against the Depositor which,
either in any one instance or in the aggregate, may result in any material
adverse change in the business, operations, financial condition, properties or
assets of the Depositor or in any material impairment of the right or ability of
the Depositor to carry on its business substantially as now conducted, or in any
material liability on the part of the Depositor or which would draw into
question the validity of this Agreement or the Mortgage Loans or of any action
taken or to be taken in connection with the obligations of the Depositor
contemplated herein, or which would be likely to impair materially the ability
of the Depositor to perform under the terms of this Agreement;
(f) The Depositor is not in default with respect to any order or decree of
any court or any order, regulation or demand of any federal, state, municipal or
governmental agency, which default might have consequences that would materially
and adversely affect the condition (financial or other) or operations of the
Depositor or its properties or might have consequences that would materially and
adversely affect its performance hereunder;
(g) Upon the receipt of each Trustee's Mortgage File by the Trustee under
this Agreement, the Trustee will have good title on behalf of the Trust Fund to
each Mortgage Loan (other than the Depositor's Yield and amounts received on or
after the Cut-off Date in the case of Initial Mortgage Loans or on or after a
Subsequent Cut-off Date in the case of Subsequent Mortgage Loans in respect of
interest accrued on the Mortgage Loans prior to the Cut-off Date or prior to the
Subsequent Cut-off Date, as the case may be) and such other items comprising the
corpus of the Trust Fund free and clear of any lien (other than liens which will
be simultaneously released);
(h) The transfer, assignment and conveyance of the Mortgage Notes and the
Mortgages by the Depositor pursuant to this Agreement are not subject to the
bulk transfer laws or any similar statutory provisions in effect in any
applicable jurisdiction; and
(i) The origination and collection practices used by the Depositor with
respect to each Mortgage Note and Mortgage have been in all material respects
legal, proper, prudent and customary in the first and second mortgage
origination and servicing business with respect
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to Sub-Pool 1, and legal, proper, prudent and customary in the first mortgage
origination and servicing business with respect to Sub-Pool 2.
Section 3.02 Individual Mortgage Loans.
(a) With respect to the Mortgage Loans, the Depositor hereby represents and
warrants to the Trustee, the Certificate Insurer and the Certificateholders,
with respect to each Initial Mortgage Loan, as of the Closing Date, and with
respect to each Subsequent Mortgage Loan, as of the related Subsequent Transfer
Date the following, subject to Section 2.10(c) and 2.10(d) above and modified to
the extent stated therein in the case of Subsequent Mortgage Loans:
(i) The information with respect to each Mortgage Loan set forth in the
related Mortgage Loan Schedule is true and correct;
(ii) All of the original or certified documentation required to be
delivered by the Depositor to the Trustee or to the Custodian on the Closing
Date or a Subsequent Transfer Date or as otherwise provided in Section 2.04
above has or will be so delivered as provided;
(iii) Each Mortgaged Property is improved by a Single Family Property,
Multifamily Property or Mixed Use Property, which, to the best of the
Depositor's knowledge, does not include cooperatives or mobile homes and does
not constitute other than real property under state law. To the best of the
Depositor's knowledge, no Mortgaged Property is a manufactured housing unit, as
defined in the FNMA/FHLMC Seller-Servicer's Guide;
(iv) Each Mortgage Loan is being serviced by the Servicer or one or more
Subservicers;
(v) Except with respect to liens released immediately prior to the transfer
herein contemplated, immediately prior to the transfer and assignment herein
contemplated, the Depositor held good and indefeasible title to, and was the
sole owner of, each Mortgage Loan subject to no liens, charges, mortgages,
encumbrances or rights of others; and immediately upon the transfer and
assignment herein contemplated, the Trustee will hold good and indefeasible
title to, and be the sole owner of, each Mortgage Loan subject to no liens,
charges, mortgages, encumbrances or rights of others;
(vi) There is no delinquent tax or assessment lien on any Mortgaged
Property, and each Mortgaged Property is free of material damage and is in
average repair;
(vii) The Mortgage Loan is not subject to any right of rescission, set-off,
counterclaim or defense, including the defense of usury, nor will the operation
of any of the terms of the Mortgage Note or the Mortgage, or the exercise of any
right thereunder, render either the Mortgage Note or the Mortgage unenforceable
in whole or in part, or subject to any
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right of rescission, set-off, counterclaim or defense, including the defense of
usury, and no such right of rescission, set-off, counterclaim or defense has
been asserted with respect thereto;
(viii) There is no mechanics' lien or claim for work, labor or material
affecting any Mortgaged Property which is or may be a lien prior to, or equal
with, the lien of such Mortgage except those which are insured against by the
title insurance policy referred to in Section 3.02(a)(x) below;
(ix) Each Mortgage Loan at the time it was made complied in all material
respects with applicable state and federal laws and regulations, including,
without limitation, usury, equal credit opportunity and disclosure laws;
(x) With respect to each Mortgage Loan, a written commitment for a lender's
title insurance policy, issued in standard American Land Title Association or
California Land Title Association form, or other form acceptable in a particular
jurisdiction, by a title insurance company authorized to transact business in
the state in which the related Mortgaged Property is situated, together with a
condominium endorsement, if applicable, in an amount at least equal to the
original Principal Balance of such Mortgage Loan insuring the mortgagee's
interest under the related Mortgage Loan as the holder of a valid first or
second mortgage lien of record with respect to Sub-Pool 1, or a valid first
mortgage lien of record with respect to Sub-Pool 2, on the real property
described in the Mortgage, subject only to exceptions of the character referred
to in Section 3.02(a)(v) above, was effective on the date of the origination of
such Mortgage Loan, and, as of the Closing Date, such commitment will be valid
and thereafter the policy issued pursuant to such commitment shall continue in
full force and effect;
(xi) The improvements upon each Mortgaged Property are covered by a valid
and existing hazard insurance policy with a generally acceptable carrier that
provides for fire and extended coverage representing coverage described in
Sections 5.07 and 5.08;
(xii) A flood insurance policy is in effect with respect to each Mortgaged
Property with a generally acceptable carrier in an amount representing coverage
described in Sections 5.07 or 5.08, if and to the extent required by such
Section 5.07 or 5.08;
(xiii) Each Mortgage and Mortgage Note is the legal, valid and binding
obligation of the maker thereof and is enforceable in accordance with its terms,
except only as such enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of
creditors' rights generally and by general principles of equity (whether
considered in a proceeding or action in equity or at law), and all parties to
each Mortgage Loan had full legal capacity to execute all Mortgage Loan
documents and convey the estate therein purported to be conveyed;
(xiv) The Depositor has caused or will cause to be performed any and all
acts required to be performed to preserve the rights and remedies of the Trustee
in any insurance policies applicable to the Mortgage Loans including, without
limitation, any necessary
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notifications of insurers, assignments of policies or interests therein, and
establishments of co-insured, joint loss payee and mortgagee rights in favor of
the Trustee;
(xv) The terms of the Mortgage Note and the Mortgage have not been
impaired, altered or modified in any material respect, except by a written
instrument which has been recorded or is in the process of being recorded, if
necessary, to protect the interest of the Certificateholders and which has been
or will be delivered to the Trustee or the Custodian. The substance of any such
alteration or modification is reflected on the related Mortgage Loan Schedule.
Each original Mortgage was recorded, and all subsequent assignments of the
original Mortgage have been recorded in the appropriate jurisdictions wherein
such recordation is necessary to perfect the lien thereof as against creditors
of the Depositor (or, subject to Section 2.04 above, are in the process of being
recorded);
(xvi) No instrument of release or waiver has been executed in connection
with the Mortgage Loan, and no Mortgagor has been released, in whole or in part;
(xvii) There are no defaults in complying with the terms of the Mortgage,
and all taxes, governmental assessments, insurance premiums, water, sewer and
municipal charges, leasehold payments or ground rents which previously became
due and owing have been paid, or an escrow of funds has been established in an
amount sufficient to pay for every such item which remains unpaid and which has
been assessed but is not yet due and payable. Except for payments in the nature
of escrow payments, including without limitation, taxes and insurance payments,
the Servicer has not advanced funds, or induced, solicited or knowingly received
any advance of funds by a party other than the Mortgagor, directly or
indirectly, for the payment of any amount required by the Mortgage, except for
interest accruing from the date of the Mortgage Note or date of disbursement of
the Mortgage proceeds, whichever is greater, to the day which precedes by one
month the Due Date of the first installment of principal and interest;
(xviii) There is no proceeding pending or threatened for the total or
partial condemnation of the Mortgaged Property, nor is such a proceeding
currently occurring, and such property is undamaged by waste, fire, earthquake
or earth movement, windstorm, flood, tornado or other casualty, so as to affect
adversely the value of the Mortgaged Property as security for the Mortgage Loan
or the use for which the premises were intended;
(xix) To the best of the Depositor's knowledge, all of the improvements
which were included for the purpose of determining the appraised value of the
Mortgaged Property lie wholly within the boundaries and building restriction
lines of such property, and no improvements on adjoining properties encroach
upon the Mortgaged Property;
(xx) To the best of the Depositor's knowledge, no improvement located on or
being part of the Mortgaged Property is in violation of any applicable zoning
law or regulation. To the best of the Depositor's knowledge, all inspections,
licenses and certificates required to be made or issued with respect to all
occupied portions of the Mortgaged Property and, with respect to the use and
occupancy of the same, including but not limited to certificates
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of occupancy and fire underwriting certificates, have been made or obtained from
the appropriate authorities and the Mortgaged Property is lawfully occupied
under applicable law;
(xxi) The proceeds of the Mortgage Loan have been fully disbursed, and
there is no obligation on the part of the mortgagee to make future advances
thereunder. Any and all requirements as to completion of any on-site or off-site
improvements and as to disbursements of any escrow funds therefor have been
complied with. All costs, fees and expenses incurred in making or closing or
recording the Mortgage Loans were paid;
(xxii) Except with respect to certain of the Sub-Pool 1 Multifamily Loans
and Sub-Pool 1 Mixed Use Loans, the related Mortgage Note is not and has not
been secured by any collateral, pledged account or other security except the
lien of the corresponding Mortgage and, in the case of such Sub-Pool 1
Multifamily Loans and Sub-Pool 1 Mixed Use Loans, the related Assignment of
Leases and UCC financing statements, if any.
(xxiii) No Mortgage Loan was originated under a buydown plan;
(xxiv) There is no obligation on the part of the Depositor or any other
party to make payments in addition to those made by the Mortgagor;
(xxv) With respect to each Mortgage constituting a deed of trust, a
trustee, duly qualified under applicable law to serve as such, has been properly
designated and currently so serves and is named in such Mortgage, and no fees or
expenses are or will become payable by the Certificateholders to the trustee
under the deed of trust, except in connection with a trustee's sale after
default by the Mortgagor;
(xxvi) No Mortgage Loan has a shared appreciation feature, or other
contingent interest feature. No Mortgage Loan provides for deferred interest or
negative amortization. No Sub-Pool 2 Mortgage Loan requires or permits the
Mortgagor to convert the Mortgage Rate to a fixed rate;
(xxvii) All parties which have had any interest in the Mortgage Loan,
whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period
in which they held and disposed of such interest, were) (1) in compliance with
any and all applicable licensing requirements of the laws of the state wherein
the Mortgaged Property is located, and (2)(A) organized under the laws of such
state, or (B) qualified to do business in such state, or (C) federal savings and
loan associations or national banks having principal offices in such state, or
(D) not doing business in such state so as to require qualification or
licensing;
(xxviii) The Mortgage contains a customary provision for the acceleration
of the payment of the unpaid principal balance of the Mortgage Loan in the event
the related Mortgaged Property is sold without the prior consent of the
mortgagee thereunder;
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(xix) Any future advances made prior to (and excluding) the Cut-off Date
have been consolidated with the outstanding principal amount secured by the
Mortgage, and the secured principal amount, as consolidated, bears a single
interest rate and single repayment term reflected on the related Mortgage Loan
Schedule. The consolidated principal amount does not exceed the original
principal amount of the Mortgage Loan. The Mortgage Note does not permit or
obligate the Servicer to make future advances to the Mortgagor at the option of
the Mortgagor;
(xxx) The related Mortgage contains customary and enforceable provisions
which render the rights and remedies of the holder thereof adequate for the
realization against the Mortgaged Property of the benefits of the security,
including, (a) in the case of a Mortgage designated as a deed of trust, by
trustee's sale, and (b) otherwise by judicial foreclosure. There is no homestead
or other exemption available to the Mortgagor which would materially interfere
with the right to sell the Mortgaged Property at a trustee's sale or the right
to foreclose the Mortgage except as set forth in the Prospectus;
(xxxi) There is no default, breach, violation or event of acceleration
existing under the Mortgage or the related Mortgage Note and no event which,
with the passage of time or with notice and the expiration of any grace or cure
period, would constitute a default, breach, violation or event of acceleration;
and neither the Servicer nor the Depositor has waived any default, breach,
violation or event of acceleration;
(xxxii) All parties to the Mortgage Note and the Mortgage had legal
capacity to execute the Mortgage Note and the Mortgage and each Mortgage Note
and Mortgage have been duly and properly executed by such parties;
(xxxiii) All amounts received after the Cut-off Date with respect to the
Mortgage Loans (other than the Depositor's Yield and amounts in respect of
interest accrued on the Mortgage Loans on or prior to the Cut-off Date) have
been deposited into the Principal and Interest Account and are, as of the
Closing Date, in the Principal and Interest Account;
(xxxiv) Each Mortgage Loan conforms, and all such Mortgage Loans in the
aggregate conform, to the description thereof set forth in the Prospectus;
(xxxv) The Mortgage Loans were not selected by the Depositor for inclusion
in the Trust Fund on any basis intended to adversely affect the Trust Fund;
(xxxvi) A full appraisal was performed in connection with each Mortgaged
Property;
(xxxvii) As of the Cut-off Date, the Depositor does not know or have reason
to know of any circumstances that would cause any Mortgagor to default under its
Mortgage Loan or the related Mortgage Note; and
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(xxxviii) As of the Cut-Off Date, with respect to any Mortgaged Property,
the Depositor has no actual knowledge that there exist any hazardous substances,
hazardous wastes or solid wastes, as such terms are defined in CERCLA, or other
federal, state or local environmental legislation.
(b) With respect to the Sub-Pool 1 Mortgage Loans, the Depositor hereby
represents and warrants to the Trustee, the Certificate Insurer and the
Certificateholders, with respect to each Sub-Pool 1 Initial Mortgage Loan, as of
the Closing Date, and with respect to each Sub-Pool 1 Subsequent Mortgage Loan,
as of the related Subsequent Transfer Date the following, subject to Section
2.10(c) above and modified to the extent stated therein in the case of Sub-Pool
1 Subsequent Mortgage Loans; provided, however, that in the case of the
Subsequent Mortgage Loans, reference to the "Original Sub-Pool 1 Principal
Balance" shall mean the Original Sub-Pool 1 Principal Balance plus the aggregate
principal balance of the SubPool 1 Subsequent Mortgage Loans as of the end of
the Funding Period:
(i) The Mortgage Note related to each Mortgage Loan bears a fixed Mortgage
Rate;
(ii) Mortgage Loans constituting approximately 42.75% of the Original
Sub-Pool 1 Principal Balance are balloon loans which will provide for a final
Monthly Payment substantially greater than the preceding Monthly Payments. All
of such balloon loans provide for Monthly Payments based on either a 20-year,
25-year or 30-year amortization schedule with a final balloon payment at the end
of the 15th year. Each other Mortgage Note will provide for a schedule of
substantially equal Monthly Payments which are, if timely paid, sufficient to
fully amortize the principal balance of such Mortgage Note on or before its
maturity date;
(iii) Each Mortgage is a valid and subsisting first or second lien of
record on the Mortgaged Property subject, in the case of any second Mortgage
Loan, only to a First Lien on such Mortgaged Property and subject in all cases
to the exceptions to title set forth in the title insurance policy, with respect
to the related Mortgage Loan, which exceptions are generally acceptable to
second mortgage lending companies, and such other exceptions to which similar
properties are commonly subject and which do not individually, or in the
aggregate, materially and adversely affect the benefits of the security intended
to be provided by such Mortgage;
(iv) No more than 1.09% of the Original Sub-Pool 1 Principal Balance is
secured by Mortgaged Properties located within any single zip code area;
(v) At least 91.78% of the Original Sub-Pool 1 Principal Balance is secured
by Mortgaged Properties that are maintained by the Mortgagors as primary
residences, and at least 91.99% of the Original Sub-Pool 1 Principal Balance is
secured by Owner Occupied Mortgaged Property;
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(vi) With respect to each Mortgage Loan secured by a second priority lien,
the related First Lien requires equal monthly payments, or if it bears an
adjustable interest rate, the monthly payments for the related First Lien may be
adjusted no more frequently than monthly; with respect to substantially all of
the Mortgage Loans secured by a second priority lien, at the time of the
origination of the Mortgage Loan the related First Lien was at least 12 months
old and at least 11 Monthly Payments had been made by the Mortgagor;
(vii) Either (a) no consent for the Mortgage Loan is required by the holder
of the related First Lien or (b) such consent has been obtained and is contained
in the Mortgage File;
(viii) With respect to any First Lien that provides for negative
amortization or deferred interest, the balance of such First Lien used to
calculate the CLTV for the Mortgage Loan is based on the maximum amount of
negative amortization or deferred interest possible under such First Lien;
(ix) The maturity date of each Mortgage Loan secured by a second priority
lien is prior to the maturity date of the related First Lien if such First Lien
provides for a balloon payment, except if the CLTV does not exceed 55%;
(x) Approximately 70.60% of the Original Sub-Pool 1 Principal Balance was
originated and underwritten by the Depositor and the remainder of the Mortgage
Loans were purchased and re-underwritten by the Depositor in accordance with the
underwriting criteria set forth in the Prospectus;
(xi) The Mortgage Rate is not less than 8.100% and not more than 16.000%;
(xii) As of the Cut-off Date, no payment on any Mortgage Loan is 30 days or
more delinquent (two or more payments missed); and
(xiii) Approximately 82.77% of the Original Sub-Pool 1 Principal Balance is
secured by detached one-family dwelling units; approximately 0.87% of the
Original Sub-Pool 1 Principal Balance is secured by units in condominiums. No
more than approximately 8.52% of the Original Sub-Pool 1 Principal Balance is
secured by dwelling units in two- to four-family dwelling units; approximately
18.87% of the Original Sub-Pool 1 Principal Balance will be secured by investor
properties. Approximately 4.68% of the Original Sub-Pool 1 Principal Balance is
secured by Multifamily Properties, and no more than approximately 3.16% of the
Original Sub-Pool 1 Principal Balance is secured by Mixed Use Properties.
(c) With respect to the Sub-Pool 2 Mortgage Loans, the Depositor hereby
represents and warrants to the Trustee, the Certificate Insurer and the
Certificateholders, with respect to each Sub-Pool 2 Initial Mortgage Loan, as of
the Closing Date, and with respect to each Sub-Pool 2 Subsequent Mortgage Loan,
as of the related Subsequent Transfer Date the
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following, subject to Section 2.10(d) above and modified to the extent stated
therein in the case of Sub-Pool 2 Subsequent Mortgage Loans; provided, however,
that in the case of the Subsequent Mortgage Loans, reference to the "Original
Sub-Pool 2 Principal Balance" shall mean the Original Sub-Pool 2 Principal
Balance plus the aggregate principal balance of the SubPool 2 Subsequent
Mortgage Loans as of the end of the Funding Period:
(i) None of the Mortgage Loans are balloon loans. Approximately 53.63% of
the Original Sub-Pool 2 Principal Balance is subject to a One Year Treasury
Index, and approximately 46.37% of the Original Sub-Pool 2 Principal Balance is
subject to a Six-Month LIBOR Index. With respect to each Mortgage Loan on each
Adjustment Date, the Mortgage Rate will be adjusted to equal the related Index
plus the Gross Margin, rounded to the nearest 0.125%, subject to the related
Periodic Rate Cap, the Maximum Mortgage Rate and the Minimum Mortgage Rate.
Under each Mortgage Note, interest is payable in arrears. The Mortgage Loans
have a Mortgage Rate subject to annual or semiannual adjustment after an initial
six-month period. Each Mortgage Loan has an original term to maturity from the
date on which the first Monthly Payment is due of 360 months;
(ii) Each Mortgage is a valid and subsisting first lien of record on the
Mortgaged Property subject in all cases to the exceptions to title set forth in
the title insurance policy, and such other exceptions to which similar
properties are commonly subject and which do not individually, or in the
aggregate, materially and adversely affect the benefits of the security intended
to be provided by such Mortgage;
(iii) No more than 2.89% of the Original Sub-Pool 2 Principal Balance is
secured by Mortgaged Properties located within any single zip code area;
(iv) At least 94.39% of the Original Sub-Pool 2 Principal Balance is
secured by Mortgaged Properties that are maintained by the Mortgagors as primary
residences, and at least 95.31% of the Original Sub-Pool 2 Principal Balance is
secured by Owner Occupied Mortgaged Property;
(v) Approximately 90.72% of the Original Sub-Pool 2 Principal Balance is
secured by detached one-family dwelling units; approximately 0.46% of the
Original Sub-Pool 2 Principal Balance is secured by units in condominiums. No
more than approximately 8.82% of the Original Sub-Pool 2 Principal Balance is
secured by dwelling units two- to four-family dwelling units; approximately
11.02% of the Original Sub-Pool 2 Principal Balance will be secured by investor
properties. None of the Sub-Pool 2 Mortgage Loans are secured by Multifamily
Properties or Mixed Use Properties.
(vi) With respect to each Mortgage Loan, no loan junior in lien priority to
such Mortgage Loan and secured by the related Mortgaged Property was originated
by the Depositor at the time of origination of such Mortgage Loan;
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(vii) The Gross Margins on the Mortgage Loans range from 3.750% to 8.500%
and the weighted average Gross Margin as of the Cut-off Date is approximately
6.125%;
(viii) Approximately 66.67% of the Original Sub-Pool 2 Principal Balance
were originated and underwritten by the Depositor and the remainder of the
Mortgage Loans were purchased and re-underwritten by the Depositor in accordance
with the underwriting criteria set forth in the Prospectus;
(ix) The Mortgage Rates borne by the Mortgage Loans as of the Cut-off Date
range from 6.625% per annum to 12.125% per annum and the weighted average
Mortgage Rate as of the Cut-off Date is 9.483% per annum;
(x) Each Mortgage Loan that was originated on or after June 24, 1995 has an
initial or next Adjustment Date no later than June 1, 1997;
(xi) Each Mortgage Loan bears interest based on a 360-day year consisting
of twelve 30-day months; and
(xii) As of the Cut-off Date, no payment on any Mortgage Loan is 30 days or
more delinquent (two or more payments missed), as measured at the end of the
preceding month.
Section 3.03 Purchase and Substitution.
It is understood and agreed that the representations and warranties set
forth in Sections 3.01 and 3.02 above with respect to the related Sub-Pool shall
survive the transfer and assignment of the Mortgage Loans to the Trustee and
delivery of the Certificates to the Certificateholders. Upon discovery by the
Depositor, the Servicer, any Subservicer, the Custodian, the Trustee, the
Certificate Insurer or any Certificateholder of a breach of any of such
representations and warranties which materially and adversely affects the value
of Mortgage Loans or the interest of the Certificateholders, or which materially
and adversely affects the interests of the Certificate Insurer or the
Certificateholders in the related Mortgage Loan in the case of a representation
and warranty relating to a particular Mortgage Loan (notwithstanding that such
representation and warranty was made to the Depositor's best knowledge), the
party discovering such breach shall give prompt written notice to the others.
The Depositor shall either (a) within 60 days of the earlier of its discovery or
its receipt of notice of any breach of a representation or warranty, promptly
cure such breach in all material respects, or (b) on the Determination Date next
succeeding the end of the 60 day period described in clause (a), either (1)
purchase such Mortgage Loan, in the manner and at the price specified in Section
2.05(b) above or (2) remove such Mortgage Loan from the Trust Fund (in which
case it shall become a Deleted Mortgage Loan) and substitute one or more
Qualified Substitute Mortgage Loans, provided such substitution is effected not
later than the date which is two years after the Startup Day or at such later
date, if the Depositor delivers to the Trustee and the Certificate Insurer an
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Opinion of Counsel that such substitution would not constitute a prohibited
transaction under the REMIC Provisions or cause the Trust Fund REMIC to fail to
qualify as a REMIC at any time any Certificates are outstanding. Any such
substitution shall be accompanied by payment by the Depositor of the
Substitution Adjustment, if any, to be deposited in the related Principal and
Interest Account. For purposes of calculating the related Available Remittance
Amount for any Remittance Date, amounts paid by the Depositor pursuant to this
Section 3.03 in connection with the repurchase or substitution of any Mortgage
Loan that are on deposit in the related Principal and Interest Account as of the
Determination Date for such Remittance Date shall be deemed to have been paid
during the related Due Period and shall be transferred to the related
Certificate Account pursuant to Section 5.04(i) on the Determination Date for
such Remittance Date.
As to any Deleted Mortgage Loan for which the Depositor substitutes a
Qualified Substitute Mortgage Loan or Loans, the Servicer shall effect such
substitution by delivering to the Trustee a certification in the form attached
hereto as Exhibit I, executed by a Servicing Officer, and the documents
constituting the Trustee's Mortgage File for such Qualified Substitute Mortgage
Loan or Loans.
The Servicer shall deposit in the related Principal and Interest Account
all payments received in connection with such Qualified Substitute Mortgage Loan
or Loans after the date of such substitution. Monthly Payments received with
respect to Qualified Substitute Mortgage Loans on or before the date of
substitution will be retained by the Depositor. The Trust Fund will own all
payments received on the Deleted Mortgage Loan on or before the date of
substitution, and the Depositor shall thereafter be entitled to retain all
amounts subsequently received in respect of such Deleted Mortgage Loan. The
Servicer shall give written notice to the Trustee and the Certificate Insurer
that such substitution has taken place and shall amend the related Mortgage Loan
Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of
this Agreement and the substitution of the Qualified Substitute Mortgage Loan.
The Servicer shall promptly deliver to the Trustee a copy of the related amended
Mortgage Loan Schedule. Upon such substitution, such Qualified Substitute
Mortgage Loan or Loans shall be subject to the terms of this Agreement in all
respects, and the Depositor shall be deemed to have made with respect to such
Qualified Substitute Mortgage Loan or Loans, as of the date of substitution, the
covenants, representations and warranties set forth in Sections 3.01 and 3.02
above. On the date of such substitution, the Depositor will remit to the
Servicer, and the Servicer will deposit into the related Principal and Interest
Account, an amount equal to the Substitution Adjustment, if any.
It is understood and agreed that the obligations of the Depositor set forth
in Sections 2.05 and 3.03 above to cure, purchase or substitute for a defective
Mortgage Loan as provided in such Sections 2.05 and 3.03 constitute the sole
remedies of the Trustee, the Certificate Insurer and the Certificateholders
respecting a breach of the representations and warranties.
Any cause of action against the Depositor relating to or arising out of a
defect in a Trustee's Mortgage File as contemplated by Section 2.05 above or the
breach of any repre-
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sentations and warranties made in Sections 3.01 or 3.02 above shall accrue as to
any Mortgage Loan upon (i) discovery of such defect or breach by any party and
notice thereof to the Depositor or notice thereof by the Depositor to the
Trustee, (ii) failure by the Depositor to cure such defect or breach or purchase
or substitute such Mortgage Loan as specified above, and (iii) demand upon the
Depositor by the Trustee for all amounts payable in respect of such Mortgage
Loan.
Notwithstanding any contrary provision of this Agreement, with respect to
any Mortgage Loan which is not in default or as to which no default is
reasonably foreseeable, no purchase or substitution pursuant to Section 2.05(b)
above or this Section 3.03 shall be made unless the Depositor provides to the
Trustee an Opinion of Counsel, addressed to the Trustee, to the effect that such
purchase or substitution would not (i) result in the imposition of taxes on
"prohibited transactions" of the Trust Fund REMIC, as defined in Section 860F of
the Code, or a tax on contributions to the Trust Fund REMIC, under the REMIC
Provisions, or (ii) cause the Trust Fund REMIC to fail to qualify as a REMIC at
any time that any Certificates are outstanding. Any Mortgage Loan as to which
purchase or substitution was delayed pursuant to this paragraph shall be
purchased or substituted (subject to compliance with such Sections 2.05 and
3.03) upon the earlier of (a) the occurrence of a default or imminent default
with respect to such loan and (b) receipt by the Trustee of an Opinion of
Counsel to the effect that such purchase or substitution will not result in any
of the events described in clauses (i) and (ii) of the preceding sentence. The
Trustee shall give prompt written notice to Moody's and S&P of any repurchase or
substitution made pursuant to this Section 3.03.
The Trustee shall have no duty to conduct any affirmative investigation
other than as specifically set forth in this Agreement as to the occurrence of
any condition requiring the repurchase or substitution of any Mortgage Loan
pursuant to this Section or the eligibility of any Mortgage Loan for purposes of
this Agreement, and may rely conclusively on any Opinion of Counsel delivered to
it under this Section 3.03.
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ARTICLE IV
THE CERTIFICATES
Section 4.01 The Certificates.
The Certificates shall be substantially in the form annexed hereto as
Exhibits B-1 through B-3, and shall, upon original issue, be executed (not in
its individual capacity, but solely as Trustee) and delivered by the Trustee to
the Certificate Registrar for authentication and delivery to or upon the order
of the Depositor, concurrently with the transfer and assignment to the Trustee
of the Mortgage Loans pursuant to Section 2.01 above. All Certificates shall be
issued in Authorized Denominations. So long as the Class 1A-1, Class 1A-2, Class
1A-3, Class 1A-4, Class 1A-5, Class 1A-6 and Class 2A Certificates are
Book-Entry Certificates, each Class of such Certificates shall be evidenced by
one or more certificates representing the entire amount of the related Original
Class Principal Balance. All Certificates shall be executed and authenticated by
manual or facsimile signature on behalf of the Trust Fund by an authorized
officer of the Trustee and on behalf of the Certificate Registrar by an
authorized officer of the Certificate Registrar. Certificates bearing the
signatures of individuals who were at the time of the execution of the
Certificates the proper officers of the Trustee shall bind the Trust Fund,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the delivery of such Certificates or did not hold such offices
at the date of such Certificates. All Certificates issued hereunder shall be
dated the date of their authentication.
Section 4.02 Registration of Transfer and Exchange of Certificates.
(a) The Trustee shall cause to be kept at its office in Chicago, Illinois,
or at its designated agent, a Certificate Register in which, subject to such
reasonable regulations as it may prescribe, it shall provide for the
registration of Certificates and of transfers and exchanges of Certificates as
herein provided. The Certificate Register shall contain the name, remittance
instructions, Class and Percentage Interest of each Certificateholder, as well
as the Series and the number in the Series. The Trustee hereby accepts
appointment as Certificate Registrar for the purpose of registering Certificates
and transfers and exchanges of Certificates as herein provided (the "Certificate
Registrar").
(b) The Class R Certificates have not been registered or qualified under
the Securities Act of 1933, as amended (the "1933 Act"), or any state securities
laws or "Blue Sky" laws. No transfer, sale, pledge or other disposition of any
Class R Certificate shall be made unless such disposition is made pursuant to an
effective registration statement under the 1933 Act and effective registration
or qualification under applicable state securities laws or "Blue Sky" laws, or
is made in a transaction which does not require such registration or
qualification. In the event that a transfer of a Class R Certificate is to be
made in reliance upon an exemption from the 1933 Act, the Trustee or the
Certificate Registrar shall require, in order to assure compliance with the 1933
Act, that the Certificateholder desiring to effect such disposition and such
Certificateholder's prospective transferee each certify to the Trustee or the
Certificate
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Registrar in writing the facts surrounding such disposition substantially in the
form of Exhibit D. In the event that such certification of facts does not on its
face establish the availability of an exemption under the 1933 Act, the Trustee
may require an Opinion of Counsel satisfactory to it that such transfer may be
made pursuant to an exemption from the 1933 Act, which Opinion of Counsel shall
not be an expense of the Trustee or the Trust Fund. None of the Servicer, the
Depositor nor the Trustee are obligated under this Agreement to register the
Class R Certificates under the 1933 Act or any other securities law or to take
any action not otherwise required under this Agreement to permit the transfer of
such Certificates without such registration or qualification.
(c) Each Person who has or who acquires any Percentage Interest in a Class
R Certificate shall be deemed by the acceptance or acquisition of such
Percentage Interest to have agreed to be bound by the following provisions and
to have irrevocably appointed the Servicer or its designee as its
attorney-in-fact to negotiate the terms of any mandatory sale under clause (v)
below and to execute all instruments of transfer and to do all other things
necessary in connection with any such sale, and the rights of each Person
acquiring any Percentage Interest in a Class R Certificate are expressly subject
to the following provisions:
(i) Each Person holding or acquiring any Percentage Interest in a
Class R Certificate shall be a Permitted Transferee and shall promptly
notify the Servicer and the Trustee of any change or impending change in
its status as a Permitted Transferee.
(ii) No Percentage Interest in a Class R Certificate may be
transferred (including any transfer to the initial holder) and the Trustee
shall not register the transfer of the Class R Certificate unless the
Trustee shall have been furnished with (A) an affidavit (a "Transfer
Affidavit") of the proposed transferee substantially in the form attached
hereto as Exhibit J and (B) a certificate (a "Transfer Certificate") of the
transferror substantially in the form attached hereto as Exhibit J-1 to the
effect that (1) such transferror has no actual knowledge that the proposed
transferee is not a Permitted Transferee and (2) no purpose of such
proposed transfer is to impede the assessment or collection of tax.
(iii) Each Person holding or acquiring any Percentage Interest in a
Class R Certificate shall agree (A) to require a Transfer Affidavit from
any other Person to whom such Person attempts to transfer its Percentage
Interest in a Class R Certificate, (B) to require a Transfer Affidavit from
any Person for whom such Person is acting as nominee, trustee or agent in
connection with any transfer of a Class R Certificate, (C) to deliver a
Transfer Certificate to the Trustee in connection with any such attempted
transfer and (D) not to transfer its Percentage Interest in a Class R
Certificate or to cause the transfer of a Percentage Interest in a Class R
Certificate to any other Person if it has actual knowledge that such Person
is not a Permitted Transferee or if any purpose of such transfer is to
impede the assessment or collection of tax.
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(iv) Each Person holding or acquiring a Percentage Interest in a Class
R Certificate, by purchasing a Percentage Interest in such Certificate,
agrees to give the Trustee and the Depositor written notice that it is a
"pass-through interest holder" within the meaning of Temporary Treasury
Regulations Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring a
Percentage Interest in a Class R Certificate, if it is, or is holding a
Percentage Interest in a Class R Certificate on behalf of, a "pass-through
interest holder."
(v) Any attempted or purported transfer of any Percentage Interest in
a Class R Certificate in violation of the provisions of this Section 4.02
shall be absolutely null and void and shall vest no rights in the purported
transferee. If any purported transferee shall become a Holder of a Class R
Certificate in violation of the provisions of this Section 4.02, then the
last preceding Permitted Transferee shall be restored to all rights as
Holder thereof retroactive to the date of registration of transfer of such
Class R Certificate. The Trustee shall notify the Servicer upon receipt of
written notice or discovery by a Responsible Officer that the registration
of transfer of a Class R Certificate was not in fact permitted by this
Section 4.02. Knowledge shall not be imputed to the Trustee with respect to
an impermissible transfer in the absence of such a written notice or
discovery by a Responsible Officer. The Trustee shall be under no liability
to any Person for any registration of transfer of a Class R Certificate
that is in fact not permitted by this Section 4.02 or for making any
payments due on such Certificate to the Holder thereof or taking any other
action with respect to such Holder under the provisions of this Agreement
so long as the transfer was registered after receipt of the related
Transfer Affidavit and Transfer Certificate. The Trustee shall be entitled,
but not obligated to, recover from any Holder of a Class R Certificate that
was in fact not a Permitted Transferee at the time it became a Holder or,
at such subsequent time as it became other than a Permitted Transferee, all
payments made on such Class R Certificate at and after either such time.
Any such payments so recovered by the Trustee shall be paid and delivered
by the Trustee to the last preceding Holder of such Certificate.
(vi) If any purported transferee shall become a Holder of a Class R
Certificate in violation of the restrictions in this Section 4.02, then the
Servicer or its designee shall have the right, without notice to the Holder
or any prior Holder of such Class R Certificate, to sell such Class R
Certificate to a purchaser selected by the Servicer or its designee on such
reasonable terms as the Servicer or its designee may choose. Such purchaser
may be the Servicer itself or any Affiliate of the Servicer. The proceeds
of such sale, net of commissions, expenses and taxes due, if any, will be
remitted by the Servicer to the last preceding purported transferee of such
Class R Certificate, except that in the event that the Servicer determines
that the Holder or any prior Holder of such Class R Certificate may be
liable for any amount due under this Section 4.02 or any other provision of
this Agreement, the Servicer may withhold a corresponding amount from such
remittance as security for such claim. The terms and conditions of any sale
under this clause (vi) shall be determined in the sole discretion of
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the Servicer or its designee, and it shall not be liable to any Person
having a Percentage Interest in a Class R Certificate as a result of its
exercise of such discretion.
(vii) The Servicer, on behalf of the Trustee, shall make available,
upon written request from the Trustee, all information necessary to compute
any tax imposed (A) as a result of the Transfer of a Percentage Interest in
a Class R Certificate to any Person who is a Disqualified Organization,
including the information regarding "excess inclusions" of such Class R
Certificates required to be provided to the Internal Revenue Service and
certain Persons as described in Treasury Regulations Sections
1.860D-1(b)(5) and 1.860E-2(a)(5), and (B) as a result of any regulated
investment company, real estate investment trust, common trust fund,
partnership, trust, estate or organization described in Section 1381 of the
Code that holds a Percentage Interest in a Class R Certificate having as
among its record holders at any time any Person who is a Disqualified
Organization. Reasonable compensation for providing such information may be
required by the Servicer from such Person.
Transfers of the Class R Certificates to Persons other than Permitted
Transferees are prohibited.
No transfer of a Class R Certificate or any interest therein shall be made
to any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, that is subject to the Employment Retirement Income
Security Act of 1974, as amended ("ERISA"), or the Code (each, a "Plan"), unless
the prospective transferee of a Class R Certificate provides the Servicer and
the Trustee with a certification of facts and, at its own expense, an Opinion of
Counsel which establish to the satisfaction of the Servicer and the Trustee that
such transfer will not result in a violation of Section 406 of ERISA or Section
4975 of the Code or cause the Servicer or the Trustee to be deemed a fiduciary
of such Plan or result in the imposition of an excise tax under Section 4975 of
the Code.
None of (i) the Trust Fund, (ii) the Servicer, (iii) the Depositor or (iv)
any Subservicer shall be a Class A Certificateholder. Any attempted or purported
transfer in violation of the preceding sentence shall be absolutely null and
void and shall vest no rights in the purported transferee. If any purported
transferee shall become a Holder of a Class A Certificate in violation of such
sentence, then the last preceding Holder shall be restored to all rights as
Holder thereof retroactive to the date of registration of transfer of such
Certificate. The Trustee shall notify the Servicer of any transfer in violation
of this paragraph upon receipt of written notice thereof. The Trustee shall be
under no liability to any Person for any registration of transfer of a Class A
Certificate not permitted by this paragraph or for making any payments due on
such Certificate to the Holder thereof or taking any other action with respect
to such Holder under the provisions of this Agreement so long as the transfer
was registered without such receipt. The Trustee shall be entitled, but not
obligated, to recover from
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any Holder of a Class A Certificate that was in fact not a permitted Holder
under this paragraph, all payments made on such Certificate at and after such
time. Any such payments so recovered by the Trustee shall be paid and delivered
by the Trustee to the last preceding Holder of such Certificate.
Subject to the preceding paragraphs, upon surrender for registration of
transfer of any Certificate at the Chicago, Illinois office of the Trustee (or
at the office of the designated Certificate Registrar), the Trustee shall
execute, authenticate and deliver in the name of the designated transferee or
transferees, a new Certificate of the same Class and Percentage Interest and
dated the date of authentication by the Trustee. The Certificate Registrar shall
notify the Servicer of any such transfer.
At the option of the Certificateholders, Certificates may be exchanged for
other Certificates of Authorized Denominations of a like Class and aggregate
Percentage Interest, upon surrender of the Certificates to be exchanged at such
office. Whenever any Certificates are so surrendered for exchange, the Trustee
shall execute, authenticate and deliver the Certificates which the
Certificateholder making the exchange is entitled to receive. Every Certificate
presented or surrendered for registration of transfer or exchange shall be
accompanied by a written instrument of transfer substantially in the form
attached hereto as Exhibit E, or such other endorsement or written instrument of
transfer as is satisfactory to the Trustee, duly executed by the Holder thereof
or his attorney duly authorized in writing, together with wiring instructions,
if applicable, in the form attached hereto as Exhibit E(1).
No service charge shall be made for any registration of transfer or
exchange of Certificates, but the Certificate Registrar may require payment of a
sum sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
All Certificates surrendered for registration of transfer and exchange
shall be marked "cancelled" by the Trustee.
(d) Except as provided in paragraph (e) below, the Book-Entry Certificates
shall at all times remain registered in the name of the Depository or its
nominee and at all times: (i) registration of the Class A Certificates may not
be transferred by the Trustee except to another Depository; (ii) the Depository
shall maintain book-entry records with respect to the Certificate Owners and
with respect to ownership and transfers of such Class A Certificates; (iii)
ownership and transfers of the Class A Certificates on the books of the
Depository shall be governed by applicable rules established by the Depository;
(iv) the Depository may collect its usual and customary fees, charges and
expenses from its Depository Participants; (v) the Trustee shall deal only with
the Depository for purposes of exercising the rights of Holders of Class A
Certificates under this Agreement.
All transfers by Certificate Owners of Book-Entry Certificates shall be
made in accordance with the procedures established by the Depository Participant
or brokerage firm
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representing such Certificate Owner. Each Depository Participant shall only
transfer Book-Entry Certificates of Certificate Owners it represents or of
brokerage firms for which it acts as agent in accordance with the Depository's
normal procedures.
(e) If (x)(i) the Servicer advises the Trustee in writing that the
Depository is no longer willing or able to properly discharge its
responsibilities as Depository, and (ii) the Servicer is unable to locate a
qualified successor, (y) the Servicer at its option may advise the Trustee in
writing that it elects to terminate the book-entry system through the Depository
or (z) after the occurrence of an Event of Default, the aggregate of the
Majority Certificateholders of the Sub-Pool(s) affected by such Event of Default
may advise the Trustee in writing that the continuation of a book-entry system
through the Depository, to the exclusion of Definitive Certificates, is no
longer in the best interests of the related Certificate Owners, the Trustee
shall notify all of the related Certificate Owners, through the Depository, of
the occurrence of any such event and of the availability of definitive, fully
registered Class 1A or Class 2A Certificates (the "Definitive Certificates"), as
the case may be, to the Certificate Owners requesting the same. Upon surrender
to the Trustee of the related Class A Certificates by the Depository,
accompanied by registration instructions from the Depository for registration of
transfer, the Trustee shall issue the Definitive Certificates. Neither the
Servicer nor the Trustee shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be protected in relying on,
such instructions. Upon the issuance of Definitive Certificates all references
herein to obligations imposed upon or to be performed by the Depository shall be
deemed to be imposed upon and performed by the Trustee to the extent applicable
with respect to such Definitive Certificates and the Trustee shall recognize the
Holders of the Definitive Certificates as Certificateholders hereunder.
Section 4.03 Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Trustee receives evidence to its satisfaction of the
destruction, loss or theft of any Certificate, and (ii) there is delivered to
the Trustee and the Certificate Registrar such security or indemnity as may
reasonably be required by each of them to save each of them harmless, then, in
the absence of notice to the Servicer, the Trustee and the Certificate Registrar
that such Certificate has been acquired by a bona fide purchaser, upon receipt
of written notice from the Servicer that it has received adequate security or
indemnity and no notice that such Certificate has been acquired by a bona fide
purchaser, the Trustee shall execute, deliver and authenticate, in exchange for
or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new
Certificate of like tenor, Class and Percentage Interest, but bearing a number
not contemporaneously outstanding. Upon the issuance of any new Certificate
under this Section 4.03, the Servicer and the Trustee may require the payment of
a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses connected therewith. Any
duplicate Certificate issued pursuant to this Section 4.03 shall constitute
complete and indefeasible evidence of ownership in the Trust Fund, as if
originally issued, whether or not the mutilated, destroyed, lost or stolen
Certificate shall be found at any time.
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Section 4.04 Persons Deemed Owners.
Prior to due presentation of a Certificate for registration of transfer,
the Servicer, the Depositor, the Trustee and the Certificate Registrar may treat
the Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving remittances pursuant to Section 6.06
and for all other purposes whatsoever, and the Depositor, the Servicer, the
Trustee and the Certificate Registrar shall not be affected by notice to the
contrary.
Section 4.05 Information Reports to be Filed by the Servicer.
The Servicer or the Subservicers shall file the information reports with
respect to the receipt of mortgage interest received in a trade or business,
foreclosures and abandonments of any Mortgaged Property and the information
returns relating to cancellation of indebtedness income with respect to any
Mortgaged Property required by Sections 6050H, 6050J and 6050P of the Code,
respectively, and deliver to the Trustee an Officers' Certificate stating that
such reports and returns have been filed. Such reports and returns shall be in
form and substance sufficient to meet the reporting requirements imposed by such
Sections 6050H, 6050J and 6050P of the Code.
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ARTICLE V
ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS
Section 5.01 Duties of the Servicer.
(a) The Servicer, as independent contract servicer, shall service and
administer the Mortgage Loans and shall have full power and authority, acting
alone, to do any and all things in connection with such servicing and
administration which the Servicer may deem necessary or desirable and consistent
with the terms of this Agreement. The Servicer may enter into Subservicing
Agreements for any servicing and administration of Mortgage Loans with any
institution which is in compliance with the laws of each state necessary to
enable it to perform its obligations under such Subservicing Agreement and (x)
has been designated an approved seller-servicer by FHLMC or FNMA for first and
second mortgage loans with respect to Sub-Pool 1, and for first mortgage loans
with respect to Sub-Pool 2 or (y) is an Affiliate of the Servicer. The Servicer
shall give written notice to the Certificate Insurer and the Trustee of the
appointment of any Subservicer. Any such Subservicing Agreement shall be
consistent with and not violate the provisions of this Agreement. The Servicer
shall be entitled to terminate any Subservicing Agreement in accordance with the
terms and conditions of such Subservicing Agreement and to either itself
directly service the related Mortgage Loans or enter into a Subservicing
Agreement with a successor subservicer which qualifies hereunder.
(b) Notwithstanding any Subservicing Agreement, any of the provisions of
this Agreement relating to agreements or arrangements between the Servicer and
Subservicer or reference to actions taken through a Subservicer or otherwise,
the Servicer shall remain obligated and primarily liable to the Trustee and
Certificateholders for the servicing and administering of the Mortgage Loans in
accordance with the provisions of this Agreement without diminution of such
obligation or liability by virtue of such Subservicing Agreements or
arrangements or by virtue of indemnification from the Subservicer and to the
same extent and under the same terms and conditions as if the Servicer alone
were servicing and administering the Mortgage Loans. For purposes of this
Agreement, the Servicer shall be deemed to have received payments on Mortgage
Loans when the Subservicer has received such payments. The Servicer shall be
entitled to enter into any agreement with a Subservicer for indemnification of
the Servicer by such Subservicer, and nothing contained in this Agreement shall
be deemed to limit or modify such indemnification.
With respect to any Mortgage Note released by the Trustee to the Servicer
or to any Subservicer in accordance with the terms of this Agreement, other than
a release or satisfaction pursuant to Section 7.02, prior to such release, the
Trustee or, if a Custodian has been appointed pursuant to Section 12.12, the
Custodian shall (a) complete all endorsements in blank so that the endorsement
reads "Pay to the order of LaSalle National Bank, as Trustee under the Pooling
and Servicing Agreement, dated as of June 1, 1996, Series 1996-2" and (b)
complete a restrictive endorsement that reads "LaSalle National Bank is the
holder of the mortgage note for the benefit of the Certificateholders under the
Pooling and Servicing
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Agreement, dated as of June 1, 1996, Series 1996-2" with respect to those
Mortgage Notes currently endorsed "Pay to the order of holder", if any.
(c) Any Subservicing Agreement that may be entered into and any
transactions or services relating to the Mortgage Loans involving a Subservicer
in its capacity as such and not as an originator shall be deemed to be between
the Subservicer and the Servicer alone, and the Trustee, the Certificate Insurer
and Certificateholders shall not be deemed parties thereto and shall have no
claims, rights, obligations, duties or liabilities with respect to the
Subservicer except as set forth in Section 5.01(d).
(d) In the event the Servicer shall for any reason no longer be the
Servicer (including by reason of an Event of Default), the Trustee or its
designee shall, subject to Section 10.02, thereupon assume all of the rights and
obligations of the Servicer under each Subservicing Agreement that the Servicer
may have entered into, unless the Trustee elects to terminate any Subservicing
Agreement in accordance with its terms. The Trustee, its designee or the
successor servicer for the Trustee shall be deemed to have assumed all of the
Servicer's interest therein and to have replaced the Servicer as a party to each
Subservicing Agreement to the same extent as if the Subservicing Agreements had
been assigned to the assuming party, except that the Trustee (or its designee)
shall have no liability or obligations under any Subservicing Agreements with
respect to any period prior to becoming the new Servicer, whether for acts or
omissions of the Servicer or otherwise, and the Servicer shall not by virtue of
such replacement be relieved of any such liability or obligations under the
Subservicing Agreements. The Servicer at its expense and without right of
reimbursement therefor, shall, upon request of the Trustee, deliver to the
assuming party all documents and records relating to each Subservicing Agreement
and the Mortgage Loans then being serviced and an accounting of amounts
collected and held by it and otherwise use its best efforts to effect the
orderly and efficient transfer of the Subservicing Agreements to the assuming
party.
(e) Consistent with the terms of this Agreement, the Servicer may waive,
modify or vary any term of any Mortgage Loan or consent to the postponement of
strict compliance with any such term or in any manner grant indulgence to any
Mortgagor if in the Servicer's determination such waiver, modification,
postponement or indulgence is not materially adverse to the interests of the
Certificateholders and the Certificate Insurer, provided, however,
notwithstanding any provision of this Agreement to the contrary, the Servicer
shall not consent to, make or permit (i) any modification with respect to any
Mortgage Loan that would change the Mortgage Rate, reduce or increase the
principal balance (except for reductions resulting from actual payments of
principal) or change the final maturity date on such Mortgage Loan unless (A)
the related Mortgagor is in default with respect to the Mortgage Loan or, in the
judgment of the Servicer, such default is reasonably foreseeable and (B) in the
sole judgment of the Servicer such modification would increase the proceeds of
such Mortgage Loan and (C) the Certificate Insurer has consented to such
modification, or (ii) any modification, waiver or amendment of any term of any
Mortgage Loan that would both (A) effect an exchange or reissuance of such
Mortgage Loan under Section 1001 of the Code (or final or temporary Treasury
regulations, or proposed Treasury regulations with a proposed effective date
that would
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make them applicable to such modification, waiver or amendment, promulgated
thereunder) and (B) cause the Trust Fund REMIC to fail to qualify as a REMIC
under the Code or the imposition of any tax on "prohibited transactions" or
"contributions after the startup date" under the REMIC Provisions. No costs
incurred by the Servicer or any Subservicer in respect of Servicing Advances
shall for the purposes of distributions to Certificateholders be added to the
amount owing under the related Mortgage Loan. Without limiting the generality of
the foregoing, and subject to the consent of the Certificate Insurer, the
Servicer shall continue, and is hereby authorized and empowered to execute and
deliver on behalf of the Trustee and each Certificateholder, all instruments of
satisfaction or cancellation, or of partial or full release, discharge and all
other comparable instruments, with respect to the Mortgage Loans and with
respect to the Mortgaged Properties. If reasonably required by the Servicer, the
Trustee shall furnish the Servicer with any powers of attorney and other
documents necessary or appropriate to enable the Servicer to carry out its
servicing and administrative duties under this Agreement.
Notwithstanding anything to the contrary contained herein, the Servicer, in
servicing and administering the Mortgage Loans, shall employ or cause to be
employed procedures (including collection, foreclosure, REO Property management
procedures and the making of Servicing Advances) and exercise the same care that
it customarily employs and exercises in servicing and administering mortgage
loans for its own account, in accordance with accepted first and second mortgage
servicing practices of prudent lending institutions with respect to Sub-Pool 1,
and in accordance with accepted first mortgage servicing practices of prudent
lending institutions with respect to Sub-Pool 2, and giving due consideration to
the Certificate Insurer's and the Certificateholders reliance on the Servicer.
(f) On and after such time as the Trustee receives the resignation of, or
notice of the removal of, the Servicer from its rights and obligations hereunder
with respect to a Sub-Pool, and with respect to resignation pursuant to Section
9.04, after receipt of the Opinion of Counsel required pursuant to such Section
9.04, the Trustee or its designee shall assume all of the rights and obligations
of the Servicer hereunder with respect to such Sub-Pool, subject to Section
10.02. The Servicer shall, upon request of the Trustee but at the expense of the
Servicer, deliver to the Trustee all documents and records relating to the
related Mortgage Loans and an accounting of amounts collected and held by the
Servicer and otherwise use its best efforts to effect the orderly and efficient
transfer of servicing rights with respect to such Sub-Pool and obligations to
the assuming party.
Section 5.02 Liquidation of Mortgage Loans.
In the event that any payment due under any Mortgage Loan and not postponed
pursuant to Section 5.01 above is not paid when the same becomes due and
payable, or in the event the Mortgagor fails to perform any other covenant or
obligation under the Mortgage Loan and such failure continues beyond any
applicable grace period, the Servicer shall take such action as it shall deem to
be in the best interest of the Certificate Insurer and the Certificateholders.
The Servicer shall foreclose upon or otherwise comparably effect the ownership
in the name of the Trustee for the benefit of the Certificateholders on behalf
of the
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Certificateholders of Mortgaged Properties relating to defaulted Mortgage Loans
as to which no satisfactory arrangements can be made for collection of
delinquent payments in accordance with the provisions of Section 5.10, provided,
however, that the Servicer shall not be obligated to foreclose in the event that
the Servicer, in its good faith reasonable judgment, determines that it would
not be in the best interests of Certificateholders or the Certificate Insurer,
which judgment shall be evidenced by an Officer's Certificate delivered to the
Trustee and the Certificate Insurer. In connection with such foreclosure or
other conversion, the Servicer shall exercise collection and foreclosure
procedures with the same degree of care and skill in its exercise or use as it
would exercise or use under the circumstances in the conduct of its own affairs.
Any amounts advanced in connection with such foreclosure or other action shall
constitute Servicing Advances.
After a Mortgage Loan has become a Liquidated Mortgage Loan, the Servicer
shall promptly prepare and forward to the Trustee and the Certificate Insurer
and, upon request, any Certificateholder, a Liquidation Report certified by a
Responsible Officer, in the form attached hereto as Exhibit M, detailing the
Liquidation Proceeds received from the Liquidated Mortgage Loan, expenses
incurred with respect thereto, and any loss incurred in connection therewith.
Section 5.03 Establishment of Principal and Interest Accounts; Deposits in
Principal and Interest Accounts.
With respect to each Sub-Pool, the Servicer shall cause to be established
and initially maintained with the Trustee one or more Principal and Interest
Accounts, which shall be Eligible Accounts, titled, with respect to Sub-Pool 1,
"Sub-Pool 1 Principal and Interest Account, Lee Servicing Company, a division of
Superior Bank FSB, in trust for the registered holders of AFC Mortgage Loan
Asset Backed Certificates, Series 1996-2" and with respect to Sub-Pool 2,
"Sub-Pool 2 Principal and Interest Account, Lee Servicing Company, a division of
Superior Bank FSB, in trust for the registered holders of AFC Mortgage Loan
Asset Backed Certificates, Series 1996-2." Subsequent to the Closing Date, the
Servicer may transfer the related Principal and Interest Account to another
institution, provided that each Principal and Interest Account shall be an
Eligible Account and all amounts therein shall be invested only in Permitted
Investments. The creation of any Principal and Interest Account shall be
evidenced by a letter agreement in the form of Exhibit C. A copy of such letter
agreement shall be furnished on the Closing Date to the Trustee, the Certificate
Insurer and, upon request, any Certificateholder. With respect to each Sub-Pool,
the Servicer shall deposit (without duplication) the following amounts with
respect to such Sub-Pool within one (1) Business Day of receipt of good funds in
the related Principal and Interest Account and retain therein:
(i) all payments due after the Cut-off Date with respect to the
Initial Mortgage Loans or after a Subsequent Cut-off Date with respect to
the Subsequent Mortgage Loans on account of principal on the Mortgage Loans
and all Excess Payments, Principal Prepayments and Curtailments received
after the
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Cut-off Date, or after the Subsequent Cut-off Date, as the case may
be, and other than the Depositor's Yield;
(ii) all payments due after the Cut-off Date with respect to the
Initial Mortgage Loans, or after a Subsequent Cut-off Date with respect to
the Subsequent Mortgage Loans, on account of interest on the Mortgage
Loans;
(iii) all Net Liquidation Proceeds;
(iv) all Insurance Proceeds;
(v) all Released Mortgaged Property Proceeds;
(vi) any amounts payable in connection with the repurchase of any
Mortgage Loan and the amount of any Substitution Adjustment pursuant to
Sections 2.05 and 3.03 above; and
(vii) any amount required to be deposited in the related Principal and
Interest Account pursuant to Section 5.04 or 11.01.
The foregoing requirements for deposit in the related Principal and
Interest Account shall be exclusive; it being understood and agreed that,
without limiting the generality of the foregoing, the Depositor's Yield, the
Servicing Fee with respect to each Mortgage Loan, late payment charges and
assumption fees, to the extent permitted by Sections 7.01 and 7.03, and Excess
Proceeds need not be deposited by the Servicer in the related Principal and
Interest Account. Any interest earnings on funds held in the related Principal
and Interest Account shall be for the account of the Servicer and may only be
withdrawn from the related Principal and Interest Account by the Servicer
immediately following its monthly remittance of the Available Remittance Amount
to the Trustee. Any reference herein to amounts on deposit in the related
Principal and Interest Account shall refer to amounts net of such investment
earnings.
Section 5.04 Permitted Withdrawals From the Principal and Interest Account.
With respect to each Sub-Pool, the Servicer shall withdraw or cause to be
withdrawn funds from the related Principal and Interest Account for the
following purposes:
(i) to effect the remittance to the Trustee on the Determination Date
of the Excess Spread and the portion of the Available Remittance Amount
that is net of Compensating Interest and Monthly Advances to the Trustee.
For the purposes of this Section 5.04(i), the calculation of the Available
Remittance Amount shall be made without reference to the actual deposit of
funds in the related Certificate Account;
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(ii) to reimburse itself for any accrued unpaid Servicing Fees,
unreimbursed Monthly Advances and unreimbursed Servicing Advances and any
amount described in Section 6.13(b) or Section 6.13(c) deposited in the
related Certificate Account and attributable to the conveyance to the
Trustee of a Subsequent Mortgage Loan that does not have a payment date
during the related Due Period, if the Servicer is the Depositor. The
Servicer's right to reimbursement for accrued and unpaid Servicing Fees and
unreimbursed Servicing Advances shall be limited to late collections on the
related Mortgage Loan, including Liquidation Proceeds, Released Mortgaged
Property Proceeds, Insurance Proceeds and such other amounts as may be
collected by the Servicer from the related Mortgagor with respect to a
Sub-Pool or otherwise relating to the Mortgage Loan in respect of which
such unreimbursed amounts are owed (including amounts paid by the Depositor
in connection with the purchase or substitution of Mortgage Loans pursuant
to Section 2.05 or 3.03 above or, to the extent such amounts were
specifically intended to cover the fees and expenses of the Servicer, by
the Certificate Insurer in connection with the purchase of all the Mortgage
Loans and REO Properties with respect to a Sub-Pool pursuant to Section
11.01). The Servicer's right to reimbursement for unreimbursed Monthly
Advances and amounts described in Section 6.13(b) or Section 6.13(c) (if
the Servicer is the Depositor) shall be limited to collections of interest
on any Mortgage Loan; provided that the Servicer shall not be entitled to
reimbursement from Liquidation Proceeds for Monthly Advances made pursuant
to Section 6.09(c), or for amounts deposited in the related Certificate
Account pursuant to Section 6.13(b) or Section 6.13(c) and attributable to
the conveyance to the Trustee of a Subsequent Mortgage Loan that does not
have a payment date during the related Due Period. It is understood that
the Servicer's right to reimbursement pursuant hereto shall be senior to
the rights of Certificateholders unless the Depositor or any of its
affiliates is the Servicer and the Depositor is required to repurchase or
substitute a Mortgage Loan pursuant to Section 2.05 or 3.03 above, in which
case the Servicer's right to such reimbursement shall be subordinate to the
rights of Certificateholders to receive the purchase price or substitution
adjustment pursuant to such Sections 2.05 and 3.03;
(iii) to withdraw any amount received from a Mortgagor that is
recoverable and sought to be recovered as a voidable preference by a
trustee in bankruptcy pursuant to the United States Bankruptcy Code in
accordance with a final, nonappealable order of a court having competent
jurisdiction;
(iv) (a) to make investments in Permitted Instruments and (b) to pay
to itself interest earned in respect of Permitted Instruments or on funds
deposited in the related Principal and Interest Account;
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(v) to withdraw any funds deposited in the related Principal and
Interest Account that were not required to be deposited therein (such as
Servicing Compensation) or were deposited therein in error;
(vi) to pay itself Servicing Compensation pursuant to Section 7.03 to
the extent not retained or paid pursuant to Section 5.03 or 5.04(ii);
(vii) to withdraw funds necessary for the conservation and disposition
of REO Property pursuant to the third paragraph of Section 5.10;
(viii) to remit to the Trustee any amount which was deposited by the
Certificate Insurer pursuant to Section 11.01 to cover unpaid fees and
expenses of the Trustee; and
(ix) to clear and terminate the related Principal and Interest Account
upon the termination of this Agreement with any amounts on deposit therein
being paid to the Servicer and/or the Depositor to the extent of any
Reimbursable Amounts and the remainder to the Class R Certificateholders.
So long as no Event of Default shall have occurred and be continuing, and
consistent with any requirements of the Code, the funds held in the related
Principal and Interest Account may be invested by the Servicer (to the extent
practicable) in Permitted Instruments, as directed in writing to the Trustee by
the Servicer. In either case, funds in the related Principal and Interest
Account must be available for withdrawal without penalty, and any Permitted
Instruments must mature not later than the Business Day immediately preceding
the Determination Date next following the date of such investment (except that
if such Permitted Instrument is an obligation of the institution that maintains
the related Principal and Interest Account, then such Permitted Instrument shall
mature not later than such Determination Date) and shall not be sold or disposed
of prior to its maturity. All Permitted Instruments in which funds in the
related Principal and Interest Account are invested must be held by or
registered in the name of "Lee Servicing Company, a division of Superior Bank
FSB, in trust for the registered holders of AFC Mortgage Loan Asset Backed
Certificates, Series 1996-2." All interest or other earnings from funds on
deposit in the related Principal and Interest Account (or any Permitted
Instruments thereof) shall be the exclusive property of the Servicer, and may be
withdrawn from the related Principal and Interest Account pursuant to clause
(iv) above and the penultimate sentence of Section 5.03 above. The amount of any
losses incurred in connection with the investment of funds in the related
Principal and Interest Account in Permitted Instruments shall be deposited in
the related Principal and Interest Account by the Servicer from its own funds
immediately as realized without reimbursement therefor.
Section 5.05 Payment of Property Taxes, Insurance and Other Charges.
With respect to each Mortgage Loan, the Servicer shall maintain accurate
records reflecting fire and hazard insurance coverage.
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With respect to each Mortgage Loan as to which the Servicer maintains
escrow accounts, the Servicer shall maintain accurate records reflecting the
status of ground rents, real estate taxes and assessments, water rates and other
charges which are or may become a lien upon the Mortgaged Property and the
status of primary mortgage guaranty insurance premiums, if any, and fire and
hazard insurance coverage and shall obtain, from time to time, all bills for the
payment of such charges (including renewal premiums) and shall effect payment
thereof prior to the applicable penalty or termination date and at a time
appropriate for securing maximum discounts allowable, employing for such purpose
deposits of the Mortgagor in any escrow account which shall have been estimated
and accumulated by the Servicer in amounts sufficient for such purposes, as
allowed under the terms of the Mortgage. To the extent that a Mortgage does not
provide for escrow payments, the Servicer shall monitor such payments to
determine if they are made by the Mortgagor. Any out-of-pocket expenses incurred
by the Servicer pursuant to this Section 5.05, including without limitation any
advances of such payments, shall constitute Servicing Advances.
Section 5.06 Transfer of Accounts; Monthly Statements.
Notwithstanding Section 5.03 above, the Principal and Interest Accounts and
each of the other Accounts shall be established, as of the Closing Date, with
the Trustee as Eligible Accounts pursuant to clause (B) of the definition
thereof. The Principal and Interest Accounts and each of the Accounts or any of
them may, upon written notice to the Trustee and the Certificate Insurer, be
transferred to a different depository institution so long as such transfer is to
an Eligible Account. The Certificate Insurer shall be provided with a monthly
statement of activity in the Principal and Interest Accounts and the Accounts
from each party holding such accounts.
Section 5.07 Maintenance of Hazard Insurance.
The Servicer shall cause to be maintained, subject to the provisions of
Section 5.08, fire and hazard insurance with extended coverage customary in the
area where the Mortgaged Property is located, in an amount which is at least
equal to the least of (a) the outstanding principal balance owing on the
Mortgage Loan, and the First Lien, with respect to Sub-Pool 1, (b) the full
insurable value of the premises securing the Mortgage Loan and (c) the minimum
amount required to compensate for damage or loss on a replacement cost basis. If
at the origination of the Mortgage Loan or at any time during the term of the
Mortgage Loan the Servicer determines that the Mortgaged Property is located in
an area identified on a Flood Hazard Boundary Map or Flood Insurance Rate Map
issued by the Flood Emergency Management Agency as having special flood hazards
and flood insurance has been made available, the Servicer will cause to be
purchased a flood insurance policy meeting the requirements of the current
guidelines of the Federal Insurance Administration with a generally acceptable
insurance carrier, in an amount representing coverage not less than the lesser
of (i) the outstanding principal balance of the Mortgage Loan or (ii) the
maximum amount of insurance which is available under the National Flood
Insurance Act of 1968, the Flood Disaster Protection Act of 1973 or the National
Flood Insurance Reform Act of 1994, as amended. The Servicer
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shall also maintain, to the extent such insurance is available, on REO Property,
fire and hazard insurance in the amounts described above, liability insurance
and, to the extent required and available under the National Flood Insurance Act
of 1968, as amended, and the Servicer determines that such insurance is
necessary in accordance with accepted first and second mortgage servicing
practices of prudent lending institutions with respect to Sub-Pool 1, and in
accordance with accepted first mortgage servicing practices of prudent lending
institutions with respect to Sub-Pool 2, flood insurance in an amount equal to
that required above. Any amounts collected by the Servicer under any such
policies (other than amounts to be applied to the restoration or repair of the
Mortgaged Property, or to be released to the Mortgagor in accordance with
customary first and second mortgage servicing procedures with respect to
Sub-Pool 1, and with customary first mortgage servicing procedures with respect
to Sub-Pool 2) shall be deposited in the Principal and Interest Account with
respect to the related Sub-Pool, subject to retention by the Servicer to the
extent such amounts constitute Servicing Compensation or to withdrawal pursuant
to Section 5.04 above. It is understood and agreed that no earthquake or other
additional insurance need be required by the Servicer of any Mortgagor or
maintained on REO Property, other than pursuant to such applicable laws and
regulations as shall at any time be in force and as shall require such
additional insurance. All policies required hereunder shall be endorsed with
standard mortgagee clauses with losses payable to the Servicer. Any
out-of-pocket expenses incurred by the Servicer pursuant to this Section 5.07,
including without limitation any advances of premiums on insurance policies
required by this Section 5.07, shall constitute Servicing Advances.
Section 5.08 Maintenance of Mortgage Impairment Insurance Policy.
In the event that the Servicer shall obtain and maintain a blanket policy
insuring against fire and hazards of extended coverage on all of the Mortgage
Loans or all of the Mortgage Loans in a Sub-Pool, then, to the extent such
policy names the Servicer as loss payee and provides coverage in an amount equal
to the aggregate unpaid principal balance on the related Mortgage Loans without
co-insurance, and otherwise complies with the requirements of Section 5.07
above, the Servicer shall be deemed conclusively to have satisfied its
obligations with respect to fire and hazard insurance coverage under Section
5.07 above, it being understood and agreed that such blanket policy may contain
a deductible clause, in which case the Servicer shall, in the event that there
shall not have been maintained on the related Mortgaged Property a policy
complying with Section 5.07 above, and there shall have been a loss which would
have been covered by such policy, deposit in the related Principal and Interest
Account the difference, if any, between the amount that would have been payable
under a policy complying with Section 5.07 above and the amount paid under such
blanket policy. On the Closing Date, such blanket policy is maintained with St.
Paul Insurance Company.
Section 5.09 Fidelity Bond.
The Servicer shall maintain with a responsible company, and at its own
expense, a blanket fidelity bond and an errors and omissions insurance policy,
in a minimum amount acceptable to FNMA or FHLMC or otherwise as is commercially
available at a cost that is not
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generally regarded as excessive by industry standards, with broad coverage on
all officers, employees or other persons acting in any capacity requiring such
persons to handle funds, money, documents or papers relating to the Mortgage
Loans ("Servicer Employees"). Any such fidelity bond and errors and omissions
insurance shall protect and insure the Servicer against losses, including losses
resulting from forgery, theft, embezzlement, fraud, errors and omissions and
negligent acts of such Servicer Employees. Such fidelity bond shall also protect
and insure the Servicer against losses in connection with the release or
satisfaction of a Mortgage Loan without having obtained payment in full of the
indebtedness secured thereby. No provision of this Section 5.09 requiring such
fidelity bond and errors and omissions insurance shall diminish or relieve the
Servicer from its duties and obligations as set forth in this Agreement. Upon
the request of the Trustee or the Certificate Insurer, the Servicer shall cause
to be delivered to the Trustee or the Certificate Insurer a certified true copy
of such fidelity bond and insurance policy.
Section 5.10 Title, Management and Disposition of REO Property.
In the event that title to any Mortgaged Property is acquired in
foreclosure or by deed in lieu of foreclosure (an "REO Property"), the deed or
certificate of sale shall be taken in the name of the Trustee for the benefit of
the Certificateholders.
The Servicer shall manage, conserve, protect and operate each REO Property
for the Certificateholders solely for the purpose of its prudent and prompt
disposition and sale. The Servicer shall, either itself or through an agent
selected by the Servicer, manage, conserve, protect and operate the REO Property
in the same manner that it manages, conserves, protects and operates other
foreclosed property for its own account, and in the same manner that similar
property in the same locality as the REO Property is managed. The Servicer shall
attempt to sell the same (and may temporarily rent the same) on such terms and
conditions as the Servicer deems to be in the best interest of the Certificate
Insurer and the Certificateholders. Any out-of-pocket expenses incurred by the
Servicer pursuant to this Section 5.10 shall be Servicing Advances.
The Servicer shall cause to be deposited, no later than five Business Days
after the receipt thereof, in the related Principal and Interest Account, all
revenues received with respect to the conservation and disposition of the
related REO Property and shall retain, or withdraw from such amounts, funds
necessary for the proper operation, management and maintenance of the related
REO Property and the fees of any managing agent acting on behalf of the
Servicer.
The disposition of REO Property shall be carried out by the Servicer at
such price, and upon such terms and conditions, as the Servicer deems to be in
the best interest of the Certificateholders and, as soon as practicable
thereafter, the expenses of such sale shall be paid. The proceeds of sale of the
REO Property shall be promptly deposited in the related Principal and Interest
Account, net of Excess Proceeds, any related unreimbursed Servicing Advances,
accrued and unpaid Servicing Fees and unreimbursed Monthly Advances payable to
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the Servicer in accordance with Section 5.04 above, for distribution to the
Certificateholders in accordance with Section 6.06.
In the event any Mortgaged Property is acquired as aforesaid or otherwise
in connection with a default or imminent default on a Mortgage Loan, the
Servicer shall sell such Mortgaged Property for cash within two years after its
acquisition of such Mortgaged Property for purposes of Section 860(G)(a)(8) of
the Code unless the Servicer either (i) applies, at the expense of the Trust
Fund (as a Servicing Advance), more than 60 days prior to the expiration of such
two year period, and is granted an extension of time by the Internal Revenue
Service to sell such Mortgaged Property (in which case the Servicer shall sell
such Mortgaged Property prior to the expiration of any extension to such
two-year grace period) or (ii) receives an Opinion of Counsel to the effect that
the holding of such Mortgaged Property subsequent to two years after its
acquisition will not result in the imposition of taxes on "prohibited
transactions" as defined in section 860F of the Code or cause the Trust Fund
REMIC to fail to qualify as a REMIC at any time that any Class A Certificates
are outstanding. Notwithstanding any other provision of this Agreement, (i) no
Mortgaged Property acquired by the Servicer pursuant to this Section shall be
rented (or allowed to continue to be rented) or otherwise used for the
production of income by or on behalf of the Trust Fund, and (ii) no construction
shall take place on such Mortgaged Property in such a manner or pursuant to any
terms, such that in the case of either clause (i) or (ii) such action would
cause such Mortgaged Property to fail to qualify as "foreclosure property"
within the meaning of section 860G(a)(8) of the Code or result in the receipt by
the Trust Fund or any "net income from foreclosure property" which is subject to
taxation within the meaning of Sections 860G(c) and 857(b)(4)(B) of the Code.
Any out-of-pocket expenses incurred by the Servicer including any Opinions of
Counsel pursuant to this Section 5.10 shall constitute Servicing Advances. If a
period greater than two years is permitted under this Agreement and is necessary
to sell any REO Property, the Servicer shall give appropriate notice to the
Trustee and the Certificate Insurer and shall report monthly to the Trustee as
to the progress being made in selling such REO Property.
With respect to each Sub-Pool 1 Multifamily Loan and Sub-Pool 1 Mixed Use
Loan:
(i) Prior to the acquisition of title to such property, the Servicer shall
review the operation of such property and determine the nature of the income
that would be derived from such property if it were acquired by the Trust Fund.
If the Servicer determines from such review that:
(A) None of the income from Directly Operating such property would be
subject to tax as "net income from foreclosure property" within the meaning
of the REMIC Provisions or would be subject to the tax imposed on
"prohibited transactions" under Section 860F of the Code (either such tax
referred to herein as an "REO Tax"), such property may be Directly Operated
by the Servicer as REO Property;
(B) Directly Operating such property as an REO Property could result
in income from such property that would be subject to an REO Tax, but that
a lease of such
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property to another party to operate such property, or the performance
of some services by an Independent Contractor with respect to such
property, or another method of operating such property would not result in
income subject to an REO Tax, then the Servicer may (provided, that in the
good faith and reasonable judgment of the Servicer, it is commercially
feasible) acquire such property as REO Property and so lease or operate
such REO Property; or
(C) It is reasonable to believe that Directly Operating such property
as REO Property could result in income subject to an REO Tax and that no
commercially reasonable feasible means exists to operate such property as
REO Property without the Trust Fund incurring or possibly incurring an REO
Tax on income from such property. The Servicer shall give written notice to
the Trustee and the Certificate Insurer summarizing a proposed plan
("Proposed Plan") to manage such property as REO Property. Such notice
shall include potential sources of income, and to the extent reasonably
feasible, estimates of the amount of income from each such source. Within a
reasonable period of time after receipt of such notice, the Servicer shall
consult with the Trustee and the Certificate Insurer and shall advise the
Trustee and the Certificate Insurer of the Servicer's federal income tax
reporting position with respect to the various sources of income that the
Trust Fund would derive under the Proposed Plan. In addition, the Trustee
shall (to the extent feasible) advise the Servicer and the Certificate
Insurer of the estimated amount of taxes that the Trust Fund would be
required to pay with respect to each such source of income. After the
Servicer has provided the Trustee and the Certificate Insurer with the
information described in the two preceding sentences, the Servicer shall
either (A) implement the Proposed Plan (after acquiring the respective
property as REO Property) or (B) manage and operate such property in a
manner that would not result in the imposition of an REO Tax on the income
derived from such property. The Servicer's decision as to how each REO
Property shall be managed and operated shall be based in either case on the
good faith and reasonable judgment of the Servicer after consultation with
the Certificate Insurer as to which means would be in the best interest of
the Certificateholders and the Certificate Insurer by maximizing (to the
extent commercially feasible) the net after-tax REO Proceeds received by
the Trust Fund with respect to such property and, to the extent consistent
with the foregoing, in the same manner as would prudent mortgage loan
servicers and asset managers operating acquired mortgaged property
comparable to the respective property. The Servicer, the Trustee and the
Certificate Insurer may consult with counsel in connection with
determinations required under this Section 5.10(i)(C). The cost of such
consultation by the Servicer shall constitute a Servicing Advance. Neither
the Servicer nor the Trustee shall be liable to the Certificateholders, the
Trust Fund, the Trustee, the Servicer or each other for errors in judgment
made in good faith in the exercise of their discretion while performing
their respective responsibilities under this Section 5.10(i)(C). Nothing in
this Section 5.10(i)(C) is intended to prevent the sale of a Defaulted
Mortgage Loan pursuant to the terms and subject to the conditions of
Section 5.11.
Section 5.11 Right to Repurchase Defaulted Mortgage Loans.
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The Servicer, in its sole discretion, shall have the right to elect (by
written notice sent to the Trustee) to purchase on any Determination Date for
its own account from the Trust Fund any Mortgage Loan which is 90 days or more
delinquent at a price equal to the Principal Balance of such Mortgage Loan as of
the date of purchase, plus all accrued and unpaid interest on such Mortgage Loan
through the end of the Due Period in which such Determination Date falls,
computed at the Mortgage Rate plus the amount of any unreimbursed Servicing
Advances made by the Servicer with respect to such Mortgage Loan (the "Purchase
Price"). The Purchase Price for any Mortgage Loan purchased hereunder shall be
deposited by the Servicer in the related Principal and Interest Account and the
Trustee, upon receipt of a Request for Release and confirmation of such deposit
from the Servicer in the form of Exhibit I, shall release or cause to be
released to the purchaser of such Mortgage Loan the related Mortgage File and
shall execute and deliver such instruments of transfer or assignment prepared by
the purchaser of such Mortgage Loan, in each case without recourse,
representation or warranty, as shall be necessary to vest in the purchaser of
such Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser
of such Mortgage Loan shall succeed to all the Trustee's right, title and
interest in and to such Mortgage Loan and all security and documents related
thereto. Such assignment shall be an assignment outright and not for security.
The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and
all security and documents, free of any further obligation to the Trustee or the
Certificateholders with respect thereto.
Section 5.12 Collection of Certain Mortgage Loan Payments.
The Servicer shall make reasonable efforts to collect all payments called
for under the terms and provisions of the Mortgage Loans, and shall, to the
extent such procedures shall be consistent with this Agreement, comply with the
terms and provisions of any applicable hazard insurance policy. Consistent with
the foregoing, the Servicer may in its discretion waive or permit to be waived
any late payment charge, prepayment charge, assumption fee or any penalty
interest in connection with the prepayment of a Mortgage Loan or any other fee
or charge which the Servicer would be entitled to retain hereunder as servicing
compensation and extend the due date for payments past due on a Mortgage Note
for a period (with respect to each payment as to which the due date is extended)
not greater than 125 days without the Certificate Insurer's prior written
consent, and in no event later than the final maturity date of the Mortgage
Loan, provided that such extension would not be considered a new mortgage loan
for federal income tax purposes. In the event the Servicer shall consent to the
deferment of the Due Dates for payments past due on a Mortgage Note, the
Servicer shall nonetheless make payment of any required Monthly Advance with
respect to the payments so extended to the same extent as if such installment
were due, owing and delinquent and had not been deferred, and shall be entitled
to reimbursement therefor in accordance with Section 5.04(ii) above.
Section 5.13 Access to Certain Documentation and Information
Regarding the Mortgage Loans.
The Servicer shall provide to the Trustee, the Certificateholders, the
Certificate Insurer and any supervisory agents or examiners of each of the
foregoing access to the
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documentation regarding the Mortgage Loans (such access in the case of
supervisory agents or examiners being limited to that documentation required by
applicable state and federal regulations) being afforded without charge but only
upon reasonable request and during normal business hours at the offices of the
Servicer designated by it.
Section 5.14 Superior Liens.
With respect to any Sub-Pool 1 Mortgage Loan, the Depositor or the Servicer
shall file (or cause to be filed) of record a request for notice of any action
by a superior lienholder under a First Lien for the protection of the Trustee's
interest, where permitted by local law and whenever applicable state law does
not require that a junior lienholder be named as a party defendant in
foreclosure proceedings in order to foreclose such junior lienholder's equity of
redemption. The Servicer must also notify any superior lienholder in writing of
the existence of the Mortgage Loan and request notification of any action (as
described below) to be taken against the Mortgagor or the Mortgaged Property by
the superior lienholder.
With respect to any Sub-Pool 1 Mortgage Loan, if the Servicer is notified
that any superior lienholder has accelerated or intends to accelerate the
obligations secured by the First Lien, or has declared or intends to declare a
default under the mortgage or the promissory note secured thereby, or has filed
or intends to file an election to have the Mortgaged Property sold or
foreclosed, the Servicer shall take, on behalf of the Trust Fund, whatever
actions are necessary to protect the interests of the Certificateholders, and/or
to preserve the security of the related Mortgage Loan, subject to the
application of the REMIC Provisions. The Servicer shall advance the necessary
funds to cure the default or reinstate the superior lien, if such advance is in
the best interests of the Certificate Insurer and the Certificateholders. The
Servicer shall not make such an advance except to the extent that it determines
in its reasonable good faith judgment that the advance would either be
recoverable from the Liquidation Proceeds on the related Mortgage Loan or
increase the Net Liquidation Proceeds available to the Trust Fund. The Servicer
shall thereafter take such action as is necessary to recover the amount so
advanced. Any expenses incurred by the Servicer pursuant to this Section 5.14
shall be Servicing Advances with respect to Sub-Pool 1.
Section 5.15. Environmental Matters.
Notwithstanding any other provision of this Agreement to the contrary, with
respect to any Mortgage Loan as to which the Servicer has received actual notice
of, or has actual knowledge of, the presence of any regulated substance, toxic
substance, hazardous waste or hazardous substance or any similar or like
classification (as such terms are defined or used in CERCLA or any federal,
state or local statutes, laws, rules or regulations pertaining to environmental
matters) on the related Mortgaged Property, the Servicer shall not, on behalf of
the Trustee, either (i) obtain title to such Mortgaged Property as a result of
or in lieu of foreclosure or otherwise, or (ii) otherwise acquire possession of,
or take any other action, with respect to, such Mortgaged Property, unless the
Servicer has obtained the prior written consent of the Certificate Insurer. The
preceding sentence shall not apply to the presence, use or storage
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on the related Mortgaged Property of hazardous substances that are generally
recognized to be appropriate to normal residential use and maintenance of the
related Mortgaged Property.
Section 5.16 Acknowledgment of Duties and Obligations.
Any provision hereof to the contrary notwithstanding, the Depositor
acknowledges that (i) as of the Closing Date the Servicer is an unincorporated
division of the Depositor, (ii) actions and agreements by an unincorporated
division of the Depositor are those of the Depositor and (iii) the Depositor is
responsible for all duties and obligations of its unincorporated division
hereunder.
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ARTICLE VI
PAYMENTS TO THE CERTIFICATEHOLDERS
Section 6.01 Establishment of Certificate Account; Deposits in
Certificate Account.
With respect to each Sub-Pool, and no later than the Closing Date, the
Trustee will establish and maintain with itself one or more segregated trust
accounts that are Eligible Accounts, which shall be titled, with respect to
Sub-Pool 1, "Sub-Pool 1 Certificate Account, LaSalle National Bank, as trustee
for the registered holders of AFC Mortgage Loan Asset Backed Certificates,
Series 1996-2" and with respect to Sub-Pool 2, "Sub-Pool 2 Certificate Account,
LaSalle National Bank, as trustee for the registered holders of AFC Mortgage
Loan Asset Backed Certificates, Series 1996-2." With respect to each Sub-Pool,
the Trustee shall, promptly upon receipt, deposit in the related Certificate
Account and retain therein:
(i) the related Available Remittance Amount (net of the amount of
Monthly Advances and Compensating Interest deposited pursuant to subclause
(ii) below) remitted by the Servicer pursuant to Section 5.04(i) above;
(ii) the related Monthly Advance and related Compensating Interest
remitted to the Trustee by the Servicer;
(iii) the Excess Spread with respect to the related Sub-Pool remitted
to the Trustee by the Servicer pursuant to Section 5.04(i) above and
Insured Payments with respect to the related Sub-Pool pursuant to Section
6.06(b);
(iv) all income or gain from investments of funds on deposit in the
related Certificate Account pursuant to Section 6.05(e) and amounts
required to be paid by the Servicer pursuant to such Section 6.05(e) in
connection with losses on investments of amounts in the related Certificate
Account;
(v) the Termination Price; and
(vi) any amount required to be deposited in the related Certificate
Account pursuant to Section 6.14(c).
Section 6.02 Permitted Withdrawals from Certificate Account.
With respect to each Sub-Pool, the Trustee shall, based upon information
set forth in the Servicer's Certificate for such Remittance Date, withdraw
amounts on deposit in the related Certificate Account on each Remittance Date in
the following order of priority:
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(i) except as to the final Remittance Date hereunder, to pay the
Certificate Insurer the related Monthly Premium pursuant to Section 6.04;
(ii) to effect the distributions described in Section 6.06(c),
exclusive of the distributions described in the last paragraph of Section
6.06(c);
(iii) except as to the final Remittance Date hereunder, to make
deposits in the related Trustee Expense Account pursuant to Section
6.03(a)(i);
and also, in no particular order of priority:
(iv) to invest amounts on deposit in the related Certificate Account
in Permitted Instruments pursuant to Section 6.05;
(v) to pay on a monthly basis to the Servicer interest paid and
earnings realized on Permitted Instruments in the related Certificate
Account;
(vi) to withdraw any amount not required to be deposited in the
related Certificate Account or deposited therein in error; and
(vii) to clear and terminate the related Certificate Account upon the
termination of this Agreement in accordance with Article XI of this
Agreement.
Section 6.03 Establishment of Trustee Expense Account; Deposits in Trustee
Expense Account; Permitted Withdrawals from Trustee Expense
Account.
(a) With respect to each Sub-Pool and no later than the Closing Date, the
Trustee will establish and maintain with itself one or more segregated trust
accounts that are Eligible Accounts, which shall be titled, with respect to
Sub-Pool 1, "Sub-Pool 1 Trustee Expense Account, LaSalle National Bank, as
trustee for the registered holders of AFC Mortgage Loan Asset Backed
Certificates, Series 1996-2", and with respect to Sub-Pool 2, "Sub-Pool 2
Trustee Expense Account, LaSalle National Bank, as trustee for the registered
holders of AFC Mortgage Loan Asset Backed Certificates, Series 1996-2." With
respect to each Sub-Pool, the Trustee shall deposit into the related Trustee
Expense Account:
(i) on each Remittance Date (other than the final Remittance Date
hereunder) from the amounts on deposit in the related Certificate Account
an amount equal to the Annual Trustee Expense Amount, subject to the
provisions of Section 6.06(c); and
(ii) upon receipt, all income or gain from investments of funds on
deposit in the related Trustee Expense Account pursuant to Section 6.05(e)
and all amounts
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required to be paid by the Servicer pursuant to such Section 6.05(e)
in connection with losses on investments of amounts in the related Trustee
Expense Account.
If at any time the amount then on deposit in any Trustee Expense Account shall
be insufficient to pay in full the fees and expenses of the Trustee then due
with respect to a Sub-Pool, the Trustee shall make demand on the related
Servicer to advance the amount of such insufficiency, and the Servicer shall
promptly advance such amount. If the related Servicer fails to make such
advance, the Depositor shall do so upon demand of the Trustee. Thereafter, the
Servicer and the Depositor shall be entitled to reimbursement solely from the
related Trustee Expense Account pursuant to subclause (c)(ii) below for the
amount of any such advance from any excess available after payment of Trust Fund
expenses.
(b) The Trustee may withdraw amounts on deposit in the Trustee Expense
Account with respect to each Sub-Pool for investment in Permitted Instruments
pursuant to Section 6.05, and the Trustee shall withdraw amounts on deposit in
the related Trustee Expense Account:
(i) to pay, as described in Section 2.08 above, the Trustee's fees and
expenses allocable to or incurred in connection with the Certificates with
respect to the related Sub-Pool;
(ii) to pay on a monthly basis to the Servicer interest paid and
earnings realized on Permitted Instruments in the related Trustee Expense
Account;
(iii) to withdraw any amounts not required to be deposited in the
related Trustee Expense Account or deposited therein in error; and
(iv) to clear and terminate the related Trustee Expense Account upon
termination of this Agreement with any amounts on deposit therein being
paid to the Servicer and/or the Depositor to the extent of any Reimbursable
Amounts and the remainder to the Class R Certificateholders.
(c) On the twelfth Remittance Date following the Closing Date, and on each
twelfth Remittance Date thereafter, the Trustee shall determine whether all
payments required to be made pursuant to subclauses (b)(i), (b)(ii) and (b)(iii)
above, have been made, and from any amounts remaining in the related Trustee
Expense Account, the Trustee shall, based upon information set forth in the
Servicer's Certificate for such Remittance Date (in the following order of
priority):
(i) pay any amounts not previously paid and required to be paid
pursuant to subclauses (b)(i), (b)(ii) and (b)(iii) above;
(ii) reimburse the Servicer and/or the Depositor, for Reimbursable
Amounts;
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(iii) reimburse the Servicer and/or the Depositor for advances made by
it pursuant to the last paragraph of subclause (a) above; and
(iv) remit to the Servicer as additional Servicing Compensation any
amounts remaining in the related Trustee Expense Account after payments
made pursuant to subclauses (b)(i), (b)(ii), (b)(iii), (c)(i) and (c)(ii),
above.
Section 6.04 Payment of Monthly Premium to Certificate Insurer.
With respect to each Sub-Pool and on each Remittance Date commencing on
July 25, 1996 (other than the final Remittance Date hereunder), from the amounts
on deposit in the Certificate Account with respect to the related Sub-Pool,
prior to making the remittances required pursuant to Section 6.06(c), the
Trustee shall pay the Certificate Insurer the Monthly Premium with respect to
such Sub-Pool.
Section 6.05 Investment of Accounts.
(a) So long as no Event of Default shall have occurred and be continuing,
and consistent with any requirements of the Code, all or a portion of any
Account, except the Pre-Funding Accounts held by the Trustee, shall be invested
and reinvested by the Trustee, as directed in writing, or by telephone or
facsimile transmission confirmed in writing, by the Servicer, in one or more
Permitted Instruments. Subject to the last paragraph of Section 5.04 above in
the case of the Principal and Interest Accounts, no such investment in any
Account shall mature later than the Business Day immediately preceding the next
Remittance Date. Consistent with any requirements of the Code, all or a portion
of the Reserve Accounts held by the Trustee shall be invested and reinvested by
the Trustee, as directed in writing, or by telephone or facsimile transmission
confirmed in writing, by the Holders of a majority in Percentage Interest of the
Class R Certificates in one or more Permitted Instruments. No such investment
shall mature later than the Business Day immediately preceding the next
Remittance Date.
(b) If any amounts are needed for disbursement from any Account held by the
Trustee and sufficient uninvested funds are not available to make such
disbursement, the Trustee shall cause to be sold or otherwise converted to cash
a sufficient amount of the investments in such Account. The Trustee shall not be
liable for any investment loss or other charge resulting therefrom unless the
Trustee's failure to perform in accordance with this Section 6.05 is the cause
of such loss or charge or if the Trustee is the obligor and has defaulted
thereon.
(c) Subject to Section 12.01, the Trustee shall not in any way be held
liable by reason of any insufficiency in any Account held by the Trustee
resulting from any investment loss on any Permitted Instrument included therein
(except to the extent that the Trustee is the obligor and has defaulted
thereon).
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(d) The Trustee shall invest and reinvest funds in the Accounts held by the
Trustee, to the fullest extent practicable, in such manner as the Servicer or
the Holders of a majority in Percentage Interest of the Class R Certificates, as
applicable, shall from time to time direct as set forth in Section 6.05(a)
above, but only in one or more Permitted Instruments.
(e) All income or other gain from investments in any Account held by the
Trustee shall be deposited in such Account immediately on receipt, and the
Trustee shall notify the Servicer, or the Depositor, or the Holders of a
majority in Percentage Interest of the Class R Certificates as the case may be,
of any loss resulting from such investments. Upon receipt of such notification,
the Servicer, in the case of all Accounts other than the Interest Coverage
Accounts and the Reserve Accounts, the Depositor, in the case of the Interest
Coverage Accounts and the Supplemental Interest Account and the Class R
Certificateholders in the case of the Reserve Accounts, shall promptly remit the
amount of any such loss from their own funds, without reimbursement therefor, to
the Trustee for deposit in the Account or Accounts from which the related funds
were withdrawn for investment.
Section 6.06 Priority and Subordination of Distributions.
(a) The rights of the Certificateholders to receive distributions from the
proceeds of the Trust Fund, and all ownership interests of the
Certificateholders in such distributions, shall be as set forth in this
Agreement. In this regard, all rights of the Class R Certificateholders to
receive distributions in respect of the Class R Certificates shall be subject
and subordinate to the preferential rights of the Class A Certificateholders to
receive distributions in respect of the Class A Certificates, to the extent set
forth herein. In accordance with the foregoing, the ownership interests of the
Class R Certificateholders in amounts deposited in the Accounts from time to
time shall not vest unless and until such amounts are properly distributed in
respect of the Class R Certificates in accordance with the terms of this
Agreement. Notwithstanding anything contained in this Agreement to the contrary,
no Certificateholder shall be required to refund any amount properly distributed
to it pursuant to the terms of this Agreement.
(b) As soon as possible, and in no event later than 10:00 a.m. Chicago time
on the Business Day immediately preceding each Remittance Date, subject to
receipt by the Trustee of the Servicer's Certificate, the Trustee shall furnish
the Certificate Insurer and the Servicer with a completed notice in the form set
forth as Exhibit K (the "Notice") in the event that an Event of Nonpayment,
pursuant to clause (i) or (ii) of the definition thereof, has occurred with
respect to such Remittance Date. The Notice shall specify the amount of Insured
Payment and shall constitute a claim for an Insured Payment pursuant to the
Certificate Insurance Policy. Upon receipt of Insured Payments on behalf of the
Class A Certificateholders under the Certificate Insurance Policy, the Trustee
shall deposit such Insured Payments in the related Certificate Account and shall
distribute such Insured Payments in accordance with Section 6.02(ii) above and
Section 6.06(c) and (d).
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Each Class A Certificateholder shall promptly notify the Trustee in writing
upon the receipt of a court order as described in clause (c)(vii) of the
definition of Class A Principal Remittance Amount. The Trustee shall promptly
notify the Certificate Insurer upon its receipt from any Certificateholder of
any such court order. If the payment of any Mortgagor payment or Monthly Advance
is avoided as a preference pursuant to a final, nonappealable order under the
United States Bankruptcy Code, the Certificate Insurer shall cause such payment
to be made on the second Business Day following receipt by the Certificate
Insurer of a copy of the order and an assignment duly executed and delivered by
the Class A Certificateholder, in such form as is reasonably required by the
Certificate Insurer and provided to the Class A Certificateholder by the
Certificate Insurer, irrevocably assigning to the Certificate Insurer all rights
and claims of the Class A Certificateholder relating to or arising under the
Class A Certificates against the debtor which made such preference payment or
otherwise with respect to such preference payment and appointment of the
Certificate Insurer as such Certificateholder's agent. Such payment shall be
disbursed to the receiver, conservator, debtor-in-possession or trustee in
bankruptcy named in the order and not to the Trustee or any Class A
Certificateholder directly (unless a Class A Certificateholder has previously
paid such amount to the receiver, conservator, debtor-in-possession or trustee
in bankruptcy named in the order, in which case such payment shall be disbursed
to the Trustee for distribution to such Class A Certificateholder upon proof of
such payment reasonably satisfactory to the Certificate Insurer).
The Certificate Insurer shall only be required to pay one Insured Payment
in respect of a Remittance Date. Consequently, a Class A Certificateholder shall
not be entitled to reimbursement with respect to any order relating to the Class
A Certificateholder's receipt of funds representing Insured Payments made by the
Certificate Insurer.
The Trustee shall receive, as attorney-in-fact of each Holder of a Class A
Certificate, any Insured Payment with respect to the related Sub-Pool from the
Certificate Insurer and disburse the same to each Holder of a Class A
Certificate with respect to the related Sub-Pool in accordance with the
provisions of this Section 6.06. Insured Payments disbursed by the Trustee from
proceeds of the Certificate Insurance Policy shall not be considered payment by
the Trust Fund nor shall such payments discharge the obligation of the Trust
Fund with respect to such Class A Certificates, and the Certificate Insurer
shall become the owner of such unpaid amounts due from the Trust Fund in respect
of Class A Certificates. The Trustee hereby agrees on behalf of each Holder of a
Class A Certificate for the benefit of the Certificate Insurer that it
recognizes that to the extent the Certificate Insurer makes Insured Payments
with respect to a Sub-Pool, either directly or indirectly (as by paying through
the Trustee), to the related Class A Certificateholders, the Certificate Insurer
will be subrogated to the rights of such Class A Certificateholders, with
respect to such Insured Payment, shall be deemed, to the extent of the payments
so made, to be a registered Class A Certificateholder and shall receive all
future related Class A Remittance Amounts with respect to such Sub-Pool until
all such Insured Payments by the Certificate Insurer have been fully reimbursed,
subject to the following paragraph. To evidence such subrogation, the Trustee
shall, or shall cause the Certificate Registrar to, note the Certificate
Insurer's rights as subrogee on the registration books maintained by the Trustee
or the Certificate Registrar upon receipt from the Certificate Insurer
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of proof of payment of any Insured Payment. Except as otherwise described
herein, the Certificate Insurer shall not acquire any voting rights hereunder as
a result of such subrogation. The effect of the foregoing provisions is that, to
the extent of Insured Payments made by it, the Certificate Insurer shall be paid
before payment of the balance of the Class A Remittance Amount with respect to
the related Sub-Pool for which an Insured Payment was made, is made to the other
Holders of the related Class A Certificates, subject to the following paragraph.
It is understood and agreed that the intention of the parties is that the
Certificate Insurer shall not be entitled to reimbursement on any Remittance
Date for amounts previously paid by it with respect to a Sub-Pool unless on such
Remittance Date the related Class A Certificateholders shall also have received
the full amount of the related Class A Remittance Amount with respect to the
related Class of Class A Certificates (exclusive of any related Class A
Carry-Forward Amount, to the extent representing amounts previously paid to such
related Class A Certificateholders as Insured Payments or representing interest
accrued in respect of Insured Payments) for such Remittance Date.
(c) On or before each Remittance Date, the Servicer shall determine the
Overcollateralization Amount for each Sub-Pool after giving effect to the
distribution of the related Class A Principal Remittance Amount to the Holders
of the related Class of Class A Certificates on such Remittance Date and the
amount of the related Net Excess Spread. On each Remittance Date the Trustee
shall withdraw from each Certificate Account the related Amount Available, and
make distributions thereof, based upon the information set forth in the
Servicer's Certificate for such Remittance Date, in the following order of
priority to the extent available, except to the extent that the priority set
forth in Section 6.07 shall be applicable:
(A) With respect to the Class 1A Certificates and Sub-Pool 1:
If the Remittance Date is prior to the Cross-Over Date, the Trustee
shall distribute the indicated amounts in the following order of priority:
(X) (i) to the Class 1A-1 Certificateholders (including for purposes
of this Section 6.06(c), the Certificate Insurer as the subrogee thereof),
an amount equal to the lesser of:
(A) the Amount Available with respect to Sub-Pool 1; and
(B) the Class 1A Interest Remittance Amount with respect to the Class
1A-1 Certificates;
(ii) to the Class 1A-2 Certificateholders (including for purposes of
this Section 6.06(c), the Certificate Insurer as the subrogee thereof), an
amount equal to the lesser of:
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(A) the balance of the Amount Available with respect to Sub-Pool 1
after payments described in clause (X)(i) above; and
(B) the Class 1A Interest Remittance Amount with respect to the Class
1A-2 Certificates;
(iii) to the Class 1A-3 Certificateholders (including for purposes of
this Section 6.06(c), the Certificate Insurer as the subrogee thereof), an
amount equal to the lesser of:
(A) the balance of the Amount Available with respect to Sub-Pool 1
after payments described in clauses (X)(i) and (ii) above; and
(B) the Class 1A Interest Remittance Amount with respect to the Class
1A-3 Certificates;
(iv) to the Class 1A-4 Certificateholders (including for purposes of
this Section 6.06(c), the Certificate Insurer as the subrogee thereof), an
amount equal to the lesser of:
(A) the balance of the Amount Available with respect to Sub-Pool 1
after payments described in clauses (X)(i) through (iii) above; and
(B) the Class 1A Interest Remittance Amount with respect to the Class
1A-4 Certificates;
(v) to the Class 1A-5 Certificateholders (including for purposes of
this Section 6.06(c), the Certificate Insurer as the subrogee thereof), an
amount equal to the lesser of:
(A) the balance of the Amount Available with respect to Sub-Pool 1
after payments described in clauses (X)(i) through (iv) above; and
(B) the Class 1A Interest Remittance Amount with respect to the Class
1A-5 Certificates;
(vi) to the Class 1A-6 Certificateholders (including for purposes of
this Section 6.06(c), the Certificate Insurer as the subrogee thereof), an
amount equal to the lesser of:
(A) the balance of the Amount Available with respect to Sub-Pool 1
after payments described in clauses (X)(i) through (v) above; and
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(B) the Class 1A Interest Remittance Amount with respect to the Class
1A-6 Certificates;
(vii) to the Class 1A-1 Certificateholders (including for purposes of
this Section 6.06(c), the Certificate Insurer as the subrogee thereof), to
be applied to reduce the Class 1A-1 Principal Balance, to the extent
described below, until the Class 1A-1 Principal Balance thereof is reduced
to zero and to make payments in respect of the amounts described in clauses
(c)(v) (to the extent the amount in clause (c)(v) represents prior Insured
Payments by the Certificate Insurer or interest accrued thereon pursuant to
the definition of Class A Carry-Forward Amount) and (c)(vii) of the
definition of the Class A Principal Remittance Amount, the lesser of:
(A) the balance of the Amount Available with respect to Sub-Pool 1
after payments described in clauses (X)(i) through (vi) above; and
(B) the Class A Principal Remittance Amount with respect to the Class
1A-1 Certificates;
(viii) at such time as the Class 1A-1 Principal Balance has been
reduced to zero, to the Class 1A-2 Certificateholders (including for
purposes of this Section 6.06(c), the Certificate Insurer as the subrogee
thereof), to be applied to reduce the Class 1A-2 Principal Balance, to the
extent described below, until the Class 1A-2 Principal Balance thereof is
reduced to zero and to make payments in respect of the amounts described in
clauses (c)(v) (to the extent the amount in clause (c)(v) represents prior
Insured Payments by the Certificate Insurer or interest accrued thereon
pursuant to the definition of Class A Carry-Forward Amount) and (c)(vii) of
the definition of the Class A Principal Remittance Amount, the lesser of:
(A) the balance of the Amount Available with respect to Sub-Pool 1
after payments described in clauses (X)(i) through (vii) above; and
(B) the Class A Principal Remittance Amount with respect to the Class
1A-2 Certificates;
(ix) at such time as the Class 1A-2 Principal Balance has been reduced
to zero, to the Class 1A-3 Certificateholders (including for purposes of
this Section 6.06(c), the Certificate Insurer as the subrogee thereof), to
be applied to reduce the Class 1A-3 Principal Balance, to the extent
described below, until the Class 1A-3 Principal Balance thereof is reduced
to zero and to make payments in respect of the amounts described in clauses
(c)(v) (to the extent the amount in clause (c)(v) represents prior Insured
Payments by the Certificate Insurer or interest accrued thereon pursuant to
the definition of Class A Carry-Forward Amount) and (c)(vii) of the
definition of the Class A Principal Remittance Amount, the lesser of:
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(A) the balance of the Amount Available with respect to Sub-Pool 1
after payments described in clauses (X)(i) through (viii) above; and
(B) the Class A Principal Remittance Amount with respect to the Class
1A-3 Certificates;
(x) at such time as the Class 1A-3 Principal Balance has been reduced
to zero, to the Class 1A-4 Certificateholders (including for purposes of
this Section 6.06(c), the Certificate Insurer as the subrogee thereof), to
be applied to reduce the Class 1A-4 Principal Balance, to the extent
described below, until the Class 1A-4 Principal Balance thereof is reduced
to zero and to make payments in respect of the amounts described in clauses
(c)(v) (to the extent the amount in clause (c)(v) represents prior Insured
Payments by the Certificate Insurer or interest accrued thereon pursuant to
the definition of Class A Carry-Forward Amount) and (c)(vii) of the
definition of the Class A Principal Remittance Amount, the lesser of:
(A) the balance of the Amount Available with respect to Sub-Pool 1
after payments described in clauses (X)(i) through (ix) above; and
(B) the Class A Principal Remittance Amount with respect to the Class
1A-4 Certificates;
(xi) at such time as the Class 1A-4 Principal Balance has been reduced
to zero, to the Class 1A-5 Certificateholders (including for purposes of
this Section 6.06(c), the Certificate Insurer as the subrogee thereof), to
be applied to reduce the Class 1A-5 Principal Balance, to the extent
described below, until the Class 1A-5 Principal Balance thereof is reduced
to zero and to make payments in respect of the amounts described in clauses
(c)(v) (to the extent the amount in clause (c)(v) represents prior Insured
Payments by the Certificate Insurer or interest accrued thereon pursuant to
the definition of Class A Carry-Forward Amount) and (c)(vii) of the
definition of the Class A Principal Remittance Amount, the lesser of:
(A) the balance of the Amount Available with respect to Sub-Pool 1
after payments described in clauses (X)(i) through (x) above; and
(B) the Class A Principal Remittance Amount with respect to the Class
1A-5 Certificates;
(xii) at such time as the Class 1A-5 Principal Balance has been
reduced to zero, to the Class 1A-6 Certificateholders (including for
purposes of this Section 6.06(c), the Certificate Insurer as the subrogee
thereof), to be applied to reduce the Class 1A-6 Principal Balance, to the
extent described below, until the Class 1A-6 Principal Balance thereof is
reduced to zero and to make payments in respect of the amounts described in
clauses (c)(v) (to the extent the amount in clause (c)(v) represents prior
Insured Payments
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by the Certificate Insurer or interest accrued thereon pursuant to the
definition of Class A Carry-Forward Amount) and (c)(vii) of the definition
of the Class A Principal Remittance Amount, the lesser of:
(A) the balance of the Amount Available with respect to Sub-Pool 1
after payments described in clauses (X)(i) through (xi) above; and
(B) the Class A Principal Remittance Amount with respect to the Class
1A-6 Certificates;
(xiii) to the Sub-Pool 1 Trustee Expense Account, an amount equal to
the lesser of the balance of the Amount Available with respect to Sub-Pool
1 after payments described in clauses (X)(i) through (xii) above and any
accrued and unpaid Annual Trustee Expense Amount with respect to
Sub-Pool 1;
(xiv) to the Class 1A-1 Certificateholders to be applied to reduce the
Class 1A-1 Principal Balance until the Class 1A-1 Principal Balance has
been reduced to zero, an amount equal to the lesser of:
(A) the balance of the Amount Available with respect to Sub-Pool 1
after payments described in clauses (X)(i) through (xiii) above; and
(B) the Additional Principal with respect to Sub-Pool 1;
(xv) to the Class 1A-2 Certificateholders to be applied to reduce the
Class 1A-2 Principal Balance until the Class 1A-2 Principal Balance has
been reduced to zero, an amount equal to the lesser of:
(A) the balance of the Amount Available with respect to Sub-Pool 1
after payments described in clauses (X)(i) through (xiv) above; and
(B) the Additional Principal with respect to Sub-Pool 1;
(xvi) to the Class 1A-3 Certificateholders to be applied to reduce the
Class 1A-3 Principal Balance until the Class 1A-3 Principal Balance has
been reduced to zero, an amount equal to the lesser of:
(A) the balance of the Amount Available with respect to Sub-Pool 1
after payments described in clauses (X)(i) through (xv) above; and
(B) the Additional Principal with respect to Sub-Pool 1;
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(xvii) to the Class 1A-4 Certificateholders to be applied to reduce
the Class 1A-4 Principal Balance until the Class 1A-4 Principal Balance has
been reduced to zero, an amount equal to the lesser of:
(A) the balance of the Amount Available with respect to Sub-Pool 1
after payments described in clauses (X)(i) through (xvi) above; and
(B) the Additional Principal with respect to Sub-Pool 1;
(xviii) to the Class 1A-5 Certificateholders to be applied to reduce
the Class 1A-5 Principal Balance until the Class 1A-5 Principal Balance has
been reduced to zero, an amount equal to the lesser of:
(A) the balance of the Amount Available with respect to Sub-Pool 1
after payments described in clauses (X)(i) through (xvii) above; and
(B) the Additional Principal with respect to Sub-Pool 1;
(xix) to the Class 1A-6 Certificateholders to be applied to reduce the
Class 1A-6 Principal Balance until the Class 1A-6 Principal Balance has
been reduced to zero, an amount equal to the lesser of:
(A) the balance of the Amount Available with respect to Sub-Pool 1
after payments described in clauses (X)(i) through (xviii) above; and
(B) the Additional Principal with respect to Sub-Pool 1;
(xx) to the Servicer and/or the Depositor, an amount equal to the
lesser of the balance of the Amount Available with respect to Sub-Pool 1
after payments described in clauses (X)(i) through (xix) above and any
expenses incurred in connection with any third party claims that remain
unreimbursed;
(xxi) to the Servicer, an amount equal to the lesser of the balance of
the Amount Available with respect to Sub-Pool 1 after payments described in
clauses (X)(i) through (xx) above and the aggregate of any Nonrecoverable
Servicing Advances and Nonrecoverable Monthly Advances with respect to
Sub-Pool 1 previously made by the Servicer and not previously reimbursed;
and
(xxii) to the Class R Certificateholders, the balance of the Amount
Available with respect to Sub-Pool 1, if any, after payments described in
clauses (X)(i) through (xxi) above.
If the Remittance Date is on or after the Cross-Over Date, the Trustee
shall distribute the indicated amounts in the following order of priority:
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(Y) (i) to the Class 1A-1 Certificateholders (including for purposes
of this Section 6.06(c), the Certificate Insurer as the subrogee thereof),
the lesser of:
(A) the Amount Available with respect to Sub-Pool 1; and
(B) the Class 1A Interest Remittance Amount with respect to the Class
1A-1 Certificates;
(ii) to the Class 1A-2 Certificateholders (including for purposes of
this Section 6.06(c), the Certificate Insurer as the subrogee thereof), the
lesser of:
(A) the balance of the Amount Available with respect to Sub-Pool 1
after payments described in clause (X)(i) above; and
(B) the Class 1A Interest Remittance Amount with respect to the Class
1A-2 Certificates;
(iii) to the Class 1A-3 Certificateholders (including for purposes of
this Section 6.06(c), the Certificate Insurer as the subrogee thereof), the
lesser of:
(A) the balance of the Amount Available with respect to Sub-Pool 1
after payments described in clauses (X)(i) and (ii) above; and
(B) the Class 1A Interest Remittance Amount with respect to the Class
1A-3 Certificates;
(iv) to the Class 1A-4 Certificateholders (including for purposes of
this Section 6.06(c), the Certificate Insurer as the subrogee thereof), the
lesser of:
(A) the balance of the Amount Available with respect to Sub-Pool 1
after payments described in clauses (X)(i) through (iii) above; and
(B) the Class 1A Interest Remittance Amount with respect to the Class
1A-4 Certificates;
(v) to the Class 1A-5 Certificateholders (including for purposes of
this Section 6.06(c), the Certificate Insurer as the subrogee thereof), the
lesser of:
(A) the balance of the Amount Available with respect to Sub-Pool 1
after payments described in clauses (X)(i) through (iii) above; and
(B) the Class 1A Interest Remittance Amount with respect to the Class
1A-5 Certificates;
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(vi) to the Class 1A-6 Certificateholders (including for purposes of
this Section 6.06(c), the Certificate Insurer as the subrogee thereof), the
lesser of:
(A) the balance of the Amount Available with respect to Sub-Pool 1
after payments described in clauses (X)(i) through (v) above; and
(B) the Class 1A Interest Remittance Amount with respect to the Class
1A-6 Certificates;
(vii) to the Class 1A-1 Certificateholders (including for purposes of
this Section 6.06(c), the Certificate Insurer as the subrogee thereof), to
be applied to reduce the Class 1A-1 Principal Balance until the Class 1A-1
Principal Balance has been reduced to zero and to make payments in respect
of the amounts described in clauses (c)(v) (to the extent the amounts
described in clause (c)(v) represent prior Insured Payments by the
Certificate Insurer or interest accrued thereon pursuant to the definition
of Class A Carry-Forward Amount) and (c)(vii) of the definition of Class A
Principal Remittance Amount, the lesser of:
(A) the balance of the Net Excess Amount Available with respect to
Sub-Pool 1 after payments described in clauses (Y)(i) through (vi) above;
and
(B) the Class A Principal Remittance Amount with respect to the Class
1A-1 Certificates;
(viii) to the Class 1A-2 Certificateholders (including for purposes of
this Section 6.06(c), the Certificate Insurer as the subrogee thereof), to
be applied to reduce the Class 1A-2 Principal Balance until the Class 1A-2
Principal Balance has been reduced to zero and to make payments in respect
of the amounts described in clauses (c)(v) (to the extent the amounts
described in clause (c)(v) represent prior Insured Payments by the
Certificate Insurer or interest accrued thereon pursuant to the definition
of Class A Carry-Forward Amount) and (c)(vii) of the definition of Class A
Principal Remittance Amount, the lesser of:
(A) the balance of the Net Excess Amount Available with respect to
Sub-Pool 1 after payments described in clauses (Y)(i) through (vii) above;
and
(B) the Class A Principal Remittance Amount with respect to the Class
1A-2 Certificates;
(ix) to the Class 1A-3 Certificateholders (including for purposes of
this Section 6.06(c), the Certificate Insurer as the subrogee thereof), to
be applied to reduce the Class 1A-3 Principal Balance until the Class 1A-3
Principal Balance has been reduced to zero and to make payments in respect
of the amounts described in clauses (c)(v) (to the extent
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the amounts described in clause (c)(v) represent prior Insured Payments by
the Certificate Insurer or interest accrued thereon pursuant to the
definition of Class A Carry-Forward Amount) and (c)(vii) of the definition
of Class A Principal Remittance Amount, the lesser of:
(A) the balance of the Net Excess Amount Available with respect to
Sub-Pool 1 after payments described in clauses (Y)(i) through (viii) above;
and
(B) the Class A Principal Remittance Amount with respect to the Class
1A-3 Certificates;
(x) to the Class 1A-4 Certificateholders (including for purposes of
this Section 6.06(c), the Certificate Insurer as the subrogee thereof), to
be applied to reduce the Class 1A-4 Principal Balance until the Class 1A-4
Principal Balance has been reduced to zero and to make payments in respect
of the amounts described in clauses (c)(v) (to the extent the amounts
described in clause (c)(v) represent prior Insured Payments by the
Certificate Insurer or interest accrued thereon pursuant to the definition
of Class A Carry-Forward Amount) and (c)(vii) of the definition of Class A
Principal Remittance Amount, the lesser of:
(A) the balance of the Net Excess Amount Available with respect to
Sub-Pool 1 after payments described in clauses (Y)(i) through (ix) above;
and
(B) the Class A Principal Remittance Amount with respect to the Class
1A-4 Certificates;
(xi) to the Class 1A-5 Certificateholders (including for purposes of
this Section 6.06(c), the Certificate Insurer as the subrogee thereof), to
be applied to reduce the Class 1A-5 Principal Balance until the Class 1A-5
Principal Balance has been reduced to zero and to make payments in respect
of the amounts described in clauses (c)(v) (to the extent the amounts
described in clause (c)(v) represent prior Insured Payments by the
Certificate Insurer or interest accrued thereon pursuant to the definition
of Class A Carry-Forward Amount) and (c)(vii) of the definition of Class A
Principal Remittance Amount, the lesser of:
(A) the balance of the Net Excess Amount Available with respect to
Sub-Pool 1 after payments described in clauses (Y)(i) through (x) above;
and
(B) the Class A Principal Remittance Amount with respect to the Class
1A-5 Certificates;
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(xii) to the Class 1A-6 Certificateholders (including for purposes of
this Section 6.06(c), the Certificate Insurer as the subrogee thereof), to
be applied to reduce the Class 1A-6 Principal Balance until the Class 1A-6
Principal Balance has been reduced to zero and to make payments in respect
of the amounts described in clauses (c)(v) (to the extent the amounts
described in clause (c)(v) represent prior Insured Payments by the
Certificate Insurer or interest accrued thereon pursuant to the definition
of Class A Carry-Forward Amount) and (c)(vii) of the definition of Class A
Principal Remittance Amount, the lesser of:
(A) the balance of the Net Excess Amount Available with respect to
Sub-Pool 1 after payments described in clauses (Y)(i) through (xi) above;
and
(B) the Class A Principal Remittance Amount with respect to the Class
1A-6 Certificates;
(xiii) to the Sub-Pool 1 Trustee Expense Account, an amount equal to
the lesser of the balance of the Amount Available with respect to Sub-Pool
1 after payments described in clauses (Y)(i) through (xii) above and any
accrued and unpaid Annual Trustee Expense Amount with respect to
Sub-Pool 1;
(xiv) to the Servicer and/or the Depositor, an amount equal to the
lesser of the balance of the Amount Available with respect to Sub-Pool 1
after payments described in clauses (Y)(i) through (xiii) above and any
expenses incurred in connection with any third party claims that remain
unreimbursed;
(xv) to the Servicer, an amount equal to the lesser of the balance of
the Amount Available with respect to Sub-Pool 1 after payments described in
clauses (Y)(i) through (xii) above and the aggregate of any Nonrecoverable
Servicing Advances and Nonrecoverable Monthly Advances with respect to
Sub-Pool 1 previously made by the Servicer and not previously reimbursed;
and
(xiv) to the Class R Certificateholders, the balance of the Amount
Available with respect to Sub-Pool 1, if any, after payments described in
clauses (Y)(i) through (xiv) above.
(B) With respect to the Class 2A Certificates and Sub-Pool 2:
If the Remittance Date is prior to the Cross-Over Date, the Trustee shall
distribute the indicated amounts in the following order of priority:
(X) (i) to the Class 2A Certificateholders (including for purposes of
this Section 6.06(c), the Certificate Insurer as the subrogee thereof), the
lesser of:
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(A) the Amount Available with respect to Sub-Pool 2; and
(B) the Class 2A Interest Remittance Amount with respect to the Class
2A Certificates;
(ii) to the Class 2A Certificateholders (including for purposes of
this Section 6.06(c), the Certificate Insurer as the subrogee thereof), to
be applied to reduce the Class 2A Principal Balance, to the extent
described below, until the Class 2A Principal Balance thereof is reduced to
zero and to make payments in respect of the amounts described in clauses
(c)(v) (to the extent the amount in clause (c)(v) represents prior Insured
Payments by the Certificate Insurer or interest accrued thereon pursuant to
the definition of Class A Carry-Forward Amount) and (c)(vii) of the
definition of the Class A Principal Remittance Amount, the lesser of:
(A) the balance of the Amount Available with respect to Sub-Pool 2
after payments described in clause (X)(i) above; and
(B) the Class A Principal Remittance Amount with respect to the Class
2A Certificates;
(iii) to the Sub-Pool 2 Trustee Expense Account, an amount equal to
the lesser of the balance of the Amount Available with respect to Sub-Pool
2 after payments described in clauses (X)(i) and (ii) above and any accrued
and unpaid Annual Trustee Expense Amount with respect to Sub-Pool 2;
(iv) to the Class 2A Certificateholders to be applied to reduce the
Class 2A Principal Balance until the Class 2A Principal Balance has been
reduced to zero, an amount equal to the lesser of:
(A) the balance of the Amount Available with respect to Sub-Pool 2
after payments described in clauses (X)(i) through (iii) above; and
(B) the Additional Principal with respect to Sub-Pool 2;
(v) to the Servicer and/or the Depositor, an amount equal to the
lesser of the balance of the Amount Available with respect to Sub-Pool 2
after payments described in clauses (X)(i) through (iv) above and any
expenses incurred in connection with any third party claims that remain
unreimbursed;
(vi) to the Servicer, an amount equal to the lesser of the balance of
the Amount Available with respect to Sub-Pool 2 after payments described in
clauses (X)(i) through (v) above and the aggregate of any Nonrecoverable
Servicing Advances and Nonrecoverable Monthly Advances with respect to
Sub-Pool 2 previously made by the Servicer and not previously reimbursed;
and
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(vii) to the Class R Certificateholders, the balance of the Amount
Available with respect to Sub-Pool 2, if any, after payments described in
clauses (X)(i) through (vi) above.
If the Remittance Date is on or after the Cross-Over Date, the Trustee
shall distribute the indicated amounts in the following order of priority:
(Y) (i) to the Class 2A Certificateholders (including for purposes of
this Section 6.06(c), the Certificate Insurer as the subrogee thereof), the
lesser of:
(A) the balance of the Amount Available with respect to Sub-Pool 2;
and
(B) the Class 2A Interest Remittance Amount with respect to the Class
2A Certificates;
(ii) to the Class 2A Certificateholders (including for purposes of
this Section 6.06(c), the Certificate Insurer as the subrogee thereof), to
be applied to reduce the Class 2A Principal Balance until the Class 2A
Principal Balance has been reduced to zero and to make payments in respect
of the amounts described in clauses (c)(v) (to the extent the amounts
described in clause (c)(v) represent prior Insured Payments by the
Certificate Insurer or interest accrued thereon pursuant to the definition
of Class A Carry-Forward Amount) and (c)(vii) of the definition of Class A
Principal Remittance Amount below, the lesser of:
(A) the balance of the Net Excess Amount Available with respect to
Sub-Pool 2 after payments described in clause (Y)(i) above; and
(B) the Class A Principal Remittance Amount with respect to the Class
2A Certificates;
(iii) to the Sub-Pool 2 Trustee Expense Account, an amount equal to
the lesser of the balance of the Amount Available with respect to Sub-Pool
2 after payments described in clauses (Y)(i) and (ii) above and any accrued
and unpaid Annual Trustee Expense Amount with respect to Sub-Pool 2;
(iv) to the Servicer and/or the Depositor, an amount equal to the
lesser of the balance of the Amount Available with respect to Sub-Pool 2
after payments described in clauses (Y)(i) through (iii) above and any
expenses incurred in connection with any third party claims that remain
unreimbursed;
(v) to the Servicer, an amount equal to the lesser of the balance of
the Amount Available with respect to Sub-Pool 2 after payments described in
clauses (Y)(i) through (iv) above and the aggregate of any Nonrecoverable
Servicing Advances and
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Nonrecoverable Monthly Advances with respect to Sub-Pool 2 previously
made by the Servicer and not previously reimbursed; and
(vi) to the Class R Certificateholders, the balance of the Amount
Available with respect to Sub-Pool 2, if any, after payments described in
clauses (Y)(i) through (v) above.
As contemplated by Section 6.06(b) above, amounts distributed to the
related Class A Certificateholders pursuant to Sections 6.06(c)(A)(X)(i) through
(xii) and 6.06(c)(A)(Y)(i) through (xii) with respect to Sub-Pool 1, and
Sections 6.06(c)(B)(X)(i) and (ii) and 6.06(c)(B)(Y)(i) and (ii) with respect to
Sub-Pool 2 above shall be applied first to distributions to the actual
Certificateholders, to the extent of, as applicable, the related Class A
Remittance Amount with respect to the related Classes of Class A Certificates
(exclusive of any Class A Carry-Forward Amount to the extent representing
amounts previously paid to the related Classes of Class A Certificateholders, as
Insured Payments or representing interest accrued in respect of Insured
Payments), and then to reimbursement payments to the Certificate Insurer as
subrogee to such Certificateholders.
Upon the earlier to occur of (i) the August 26, 1996 Remittance Date and
(ii) the termination of this Agreement, the Trustee shall distribute any amount
remaining in the related Pre-Funding Account to the related Class 1A or Class 2A
Certificateholders, in proportion to the related Class 1A Principal Balance and
the Class 2A Principal Balance, respectively, to reduce the related Class 1A
Principal Balance and the Class 2A Principal Balance until the related Class 1A
Principal Balance and the Class 2A Principal Balance are zero.
(d) Except as otherwise provided in the next succeeding sentence and
Sections 6.06(e) and 6.07, all distributions made to the Class 1A
Certificateholders, Class 2A Certificateholders or Class R Certificateholders as
a Class on each Remittance Date will be made on a pro rata basis among the
Certificateholders of record of the respective Class on the immediately
preceding Record Date, except that the initial distribution on all Classes of
Certificates other than the Class 1A-1 Certificates and the Class 2A
Certificates will be made to Certificateholders of record as of the Closing
Date, based on the Percentage Interest represented by their respective
Certificates, and shall be made by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall own of record
(i) any Class R Certificate, or (ii) any Class A Certificate with an initial
related Class A Principal Balance in excess of $5,000,000 appearing in the
Certificate Register and shall have provided timely and complete wiring
instructions, and otherwise by check mailed to the address of such
Certificateholder appearing in the Certificate Register. The final distribution
on each Certificate will be made in the manner, but only upon presentment and
surrender of such Certificate at the location specified in the notice to
Certificateholders of such final distribution.
(e) Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, which shall credit the amount of such distribution to
the accounts of its
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Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm" or "indirect participating firm") for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. All such credits and disbursements
with respect to a Book-Entry Certificate are to be made by the Depository and
the Depository Participants in accordance with the provisions of the Class A
Certificates. None of the Trustee, the Certificate Registrar, the Depositor nor
the Servicer shall have any responsibility therefor except as otherwise provided
by applicable law.
To the extent applicable and not contrary to the rules of the Depository,
the Trustee shall comply with the provisions of the form of the respective Class
A Certificate as set forth in Exhibits B-1 and B-2.
Section 6.07 Insufficiency of Amount Available or Net Excess Amount
Available.
If as of any Remittance Date the Amount Available, if such Remittance Date
is prior to the Cross-Over Date, or the related Net Excess Amount Available plus
that additional portion of the Amount Available constituting Excess Spread
available to pay the related Class A Interest Remittance Amount with respect to
the related Class of Class A Certificates pursuant to Sections 6.06(c)(A)(Y)(i)
through (vi) with respect to Sub-Pool 1 and Section 6.06(c)(B)(Y)(i) with
respect to Sub-Pool 2 above, if such Remittance Date is on or after the
Cross-Over Date, is insufficient to pay the related Class A Certificateholders
the related Class A Interest Remittance Amount, then the related Amount
Available or related Net Excess Amount Available, plus that additional portion
of the related Amount Available constituting Excess Spread with respect to the
related Sub-Pool available to pay the related Class A Interest Remittance Amount
with respect to the related Class of Class A Certificates pursuant to Sections
6.06(c)(A)(Y)(i) through (vi) with respect to Sub-Pool 1, and Section
6.06(c)(B)(Y)(i) with respect to Sub-Pool 2 above, as the case may be, shall be
distributed by the Trustee to the related Class A Certificateholders (including
the Certificate Insurer as subrogee thereof) as follows, with respect to each
Sub-Pool: first, to the extent of the related Class A Remittance Amount with
respect to the related Class of Class A Certificates exclusive of that portion
of the related Class A Carry-Forward Amount representing amounts previously
covered by Insured Payments with respect to the related Sub-Pool or interest
accrued in respect of such Insured Payments, in proportion to the amount of
interest that would have been distributed to such related Class A
Certificateholder absent such shortfall; and second, that portion of the related
Class A Carry-Forward Amount representing amounts previously covered by Insured
Payments with respect to the related Sub-Pool or interest accrued in respect of
such Insured Payments with respect to the related Sub-Pool, in proportion to the
amount of interest that would have been distributed to such related Class A
Certificateholder absent such shortfall.
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Section 6.08 Statements.
On or before 10:00 a.m. New York City time on the Determination Date, the
Servicer shall deliver to the Certificate Insurer and the Trustee, by telecopy,
the receipt and legibility of which shall be confirmed telephonically, and with
hard copy thereof (and in the case of the remittance report referenced below,
such report in computer readable magnetic tape, electronic data file or
equivalent form) to be delivered on the following Business Day, a certificate
signed by a Servicing Officer and the Servicer's Monthly Remittance Report
substantially in the form attached hereto as Exhibit Q (together, the
"Servicer's Certificate") stating the date (day, month and year), the series
number of the Certificates, the date of this Agreement, and the following
information with respect to each Sub-Pool:
(i) The Available Remittance Amount for the related Remittance Date and
any portion thereof that has been deposited in the related Certificate
Account but, pursuant to an order of a United States bankruptcy court of
competent jurisdiction imposing a stay pursuant to Section 362 of the
United States Bankruptcy Code, may not be withdrawn therefrom, the Amount
Available with respect to each Sub-Pool and the Net Excess Amount Available
with respect to each Sub-Pool;
(ii) The Class 1A Principal Balance with respect to each Class of Class
1A Certificates, the Class 2A Principal Balance and the related Sub-Pool
Principal Balance as reported in the prior Servicer's Certificate pursuant
to subclause (xii) below, or, in the case of the first Determination Date,
the Original Class 1A Principal Balance and the Original Class 2A Principal
Balance;
(iii) The number and Principal Balances of all Mortgage Loans which were
the subject of Principal Prepayments during the related Due Period;
(iv) The amount of all Curtailments which were received during the Due
Period;
(v) The combined aggregate amount of (i) all Excess Payments and (ii)
the principal portion of all Monthly Payments received during the related
Due Period;
(vi) The amount of interest received on the Mortgage Loans;
(vii) The amount of the Monthly Advances to be made on the Determination
Date, the Compensating Interest payment to be made on the Determination
Date, the related Interest Coverage Addition to be made on the Remittance
Date and the amount to be deposited into the related Certificate Account
from funds on deposit in the related Reserve Account pursuant to Section
6.14(c) on the Remittance Date;
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(viii) The delinquency and foreclosure information calculated as of the
end of the month preceding the Determination Date set forth in the form
attached hereto as Exhibit N;
(ix) The Class A Principal Remittance Amount, the Class 1A Interest
Remittance Amount, the Class 2A Interest Remittance Amount and for the
related Remittance Date with the components thereof stated separately and
the portion of the Class A Principal Remittance Amount to be distributed to
the Class 1A Certificateholders and the Class 2A Certificateholders,
respectively;
(x) With respect to each Sub-Pool, the amount of the Insured Payment, if
any, to be made on the related Remittance Date, separately identified with
respect to the Class 1A Certificates and the Class 2A Certificates, the
amount, if any, of previously unreimbursed Insured Payments, and the
aggregate portion of the amounts described in clause (ix) above that
represents unpaid interest accrued in respect of Insured Payments in
accordance with the definition of Class A Carry-Forward Amount;
(xi) The amount to be distributed to the Class R Certificateholders for
the Remittance Date;
(xii) The Class 1A Principal Balance with respect to each Class of Class
1A Certificates, the Class 2A Principal Balance and the related Sub-Pool
Principal Balance after giving effect to the distribution to be made on the
related Remittance Date;
(xiii) With respect to each Sub-Pool, the weighted average maturity and
the weighted average Mortgage Rate;
(xiv) The Servicing Fees and the amounts to be paid to the Certificate
Insurer as the Monthly Premium pursuant to Section 6.02(i) above and to the
related Trustee Expense Account pursuant to Section 6.03;
(xv) The amount of all payments or reimbursements to the Servicer
pursuant to Section 5.04 (ii), (iv), (vi) and (ix) above and the amounts,
if any, withdrawn pursuant to 5.04 (v) and (vii) above;
(xvi) The related Sub-Pool Factor determined using the related Sub-Pool
Principal Balance in subclause (xii) above, computed to seven (7) decimal
places;
(xvii) With respect to each Sub-Pool, the Excess Spread to be deposited
in the related Certificate Account pursuant to Section 6.01(iii) above;
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(xviii) With respect to each Sub-Pool, the allocation of Excess Spread
to be distributed pursuant to Section 6.06(c) above to Class 1A and Class
2A Certificateholders, to the Servicer and/or Depositor as Reimbursable
Amounts, to the Servicer as Nonrecoverable Advances and to the Class R
Certificateholders;
(xix) With respect to each Sub-Pool, the sum of all Realized Losses
since the Closing Date, the Subordinated Amount as of such Remittance Date,
and the Unrecovered Class A Portion if any;
(xx) The amounts which are reimbursable to the Servicer or the
Depositor, as appropriate, pursuant to Sections 6.02, 6.03(c), 6.04 and
6.06(c) above;
(xxi) With respect to each Sub-Pool, the number of Mortgage Loans at the
beginning and at the end of the related Due Period;
(xxii) If the related Remittance Date is the final Remittance Date in
connection with the purchase by the Certificate Insurer or the Servicer of
all the Mortgage Loans and REO Properties of the related Sub-Pool pursuant
to Section 11.01, the Termination Price;
(xxiii) With respect to each Sub-Pool, for the August 26, 1996
Remittance Date, the balance of the related Pre-Funded Amount that has not
been used to purchase Subsequent Mortgage Loans and that is being
distributed to the related Classes of Class A Certificateholders as a
mandatory prepayment of principal, if any, on such Remittance Date pursuant
to the last paragraph of Section 6.06(c) above;
(xxiv) With respect to each Sub-Pool, the Overcollateralization Amount
after giving effect to the distribution of the related Class A Principal
Remittance Amount on such Remittance Date, the Required
Overcollateralization Amount for such Remittance Date and the amount of the
related Additional Principal to be distributed on such Remittance Date;
(xxv) With respect to the Class 2A Certificateholders, the amount of
Supplemental Interest, if any, for such Remittance Date; and
(xxvi) Such other information as the Certificate Insurer and the
Certificateholders may reasonably request and which is produced or
available in the ordinary course of the Servicer's business.
The Trustee shall forward copies of such Servicer's Certificate to the
Certificateholders and Moody's on the Remittance Date. All reports prepared by
the Trustee of such withdrawals and deposits will be based in whole or in part
upon the information provided to the Trustee by the Servicer, and the Trustee
may fully rely upon and shall have no liability with respect to such information
provided by the Servicer.
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To the extent that there are inconsistencies between the telecopy of the
Servicer's Certificate and the hard copy thereof, the Trustee shall be entitled
to rely upon the telecopy.
In the case of information furnished pursuant to subclauses (ii), (iii),
(iv), (v), (ix), (x) and (xii) above, the amounts shall be expressed in a
separate section of the report as a dollar amount for each Class per $1,000
original dollar amount as of the Cut-off Date, in the case of such information
relevant to Class A Certificateholders.
(a) Within a reasonable period of time after the end of each calendar year,
the Servicer shall furnish to the Trustee for distribution to each Person who at
any time during the calendar year was a Class A Certificateholder, if requested
in writing by such Person, such information as is reasonably necessary to
provide to such Person a statement containing the information set forth in
subclauses (vi), (ix) and (xiv) above, aggregated for such calendar year or
applicable portion thereof during which such Person was a Certificateholder.
Such obligation of the Servicer shall be deemed to have been satisfied to the
extent that substantially comparable information shall be provided by the
Servicer to the Trustee or the Certificateholders pursuant to any requirements
of the Code as from time to time are in force.
(b) On each Remittance Date, the Trustee shall forward to the Class R
Certificateholders a copy of the reports forwarded to the Class A
Certificateholders in respect of such Remittance Date and a statement setting
forth the amounts actually distributed to the Class R Certificateholders on such
Remittance Date together with such other information as the Servicer deems
necessary or appropriate.
(c) Within a reasonable period of time after the end of each calendar year,
the Servicer shall furnish to the Trustee for distribution to each Person who at
any time during the calendar year was a Class R Certificateholder, if requested
in writing by such Person, such information as is reasonably necessary to
provide to such Person a statement containing the information provided pursuant
to the previous paragraph aggregated for such calendar year or applicable
portion thereof during which such Person was a Class R Certificateholder. Such
obligation of the Servicer shall be deemed to have been satisfied to the extent
that substantially comparable information shall be provided by the Servicer to
the Trustee or the Certificateholders pursuant to any requirements of the Code
as from time to time in force.
(d) Upon reasonable advance notice in writing, the Servicer will provide to
each Class A Certificateholder which is a savings and loan association, bank or
insurance company access to information and documentation regarding the Mortgage
Loans sufficient to permit such Class A Certificateholders to comply with
applicable regulations of the FDIC or other regulatory authorities with respect
to investment in the Class A Certificates.
(e) The Servicer shall furnish to each Certificateholder, during the term
of this Agreement, such periodic, special, or other reports or information,
whether or not provided for herein, as shall be necessary, reasonable, or
appropriate with respect to the Certificateholder, or otherwise with respect to
the purposes of this Agreement, all such reports or information to
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be provided by and in accordance with such applicable instructions and
directions as the Certificateholder may reasonably require; provided, that the
Servicer shall be entitled to be reimbursed by such Certificateholder for the
Servicer's actual expenses incurred in providing such reports, if such reports
are not generally produced in the ordinary course of the Servicer's business.
(f) Reports and computer tapes furnished by the Servicer pursuant to this
Agreement shall be deemed confidential and of proprietary nature, and shall not
be copied or distributed except in connection with the purposes and requirements
of this Agreement. No Person entitled to receive copies of such reports or tapes
shall use the information therein for the purpose of soliciting the customers of
the Depositor or for any other purpose except as set forth in this Agreement.
Section 6.09 Advances by the Servicer.
Not later than 4:00 p.m. New York time on the Determination Date, the
Servicer shall remit to the Trustee for deposit in the related Certificate
Account an amount (as indicated in the Servicer's Certificate prepared pursuant
to Section 6.08 above), to be distributed on the related Remittance Date
pursuant to Section 6.06 above, equal to the sum of, with respect to each
Sub-Pool (a) the interest portions of the aggregate amount of Monthly Payments
due but not received during the related Due Period (net of the Servicing Fee,
the Annual Trustee Expense Amount and, after the Cross-Over Date, the Excess
Spread with respect to the related Sub-Pool), plus (b) with respect to each REO
Property with respect to the related Sub-Pool, which was acquired during or
prior to the related Due Period and as to which an REO Disposition did not occur
during the related Due Period, an amount equal to the excess, if any, of
interest on the Principal Balance of such REO Property at the related Mortgage
Rate (net of the Servicing Fee, the Annual Trustee Expense Amount and, after the
Cross-Over Date, the Excess Spread with respect to the related Sub-Pool) for the
most recently ended calendar month over the net income from the REO Property
transferred to the Principal and Interest Account with respect to the related
Sub-Pool during the related Due Period pursuant to Section 5.10 above, plus (c)
with respect to each Remittance Date, the amount necessary on the first, second,
third, and fourth Remittance Dates to pay 30 days' interest with respect to each
non-delinquent Mortgage Loan (net of the Servicing Fee and the Annual Trustee
Expense Amount), plus (d) with respect to each Remittance Date, if pursuant to
Section 5.04(ii) above the Servicer has previously reimbursed itself for a
Monthly Advance made pursuant to Section 6.09(c) above, then an amount equal to
such amount previously reimbursed, such sum being defined herein as the "Monthly
Advance". In lieu of making all or a portion of such Monthly Advance from its
own funds, the Servicer may (i) cause to be made an appropriate entry in its
records relating to the Principal and Interest Account with respect to the
related Sub-Pool that any amount held in the Principal and Interest Account with
respect to the related Sub-Pool, and not required for distribution on the
immediately succeeding Remittance Date has been used by the Servicer in
discharge of its obligation to make any such Monthly Advance and (ii) transfer
such funds from the Principal and Interest Account with respect to the related
Sub-Pool, to the related Certificate Account. Any funds so applied and
transferred shall be replaced by the Servicer by deposit in
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the related Principal and Interest Account no later than the close of business
on the Business Day immediately preceding the Remittance Date on which such
funds are required to be distributed pursuant to this Agreement. The Servicer
may reimburse itself pursuant to Section 5.04 above for Monthly Advances made
from its own funds. Notwithstanding the foregoing, the Monthly Advance required
on the first Remittance Date by Section 6.09(c) above shall be mandatory, and
each successive Monthly Advance pursuant to Section 6.09(c) and Section 6.09(d)
above shall be made if and to the extent the Servicer has reimbursed itself for
amounts previously advanced pursuant to such Sections 6.09(c) and 6.09(d), as
the case may be.
Section 6.10 Compensating Interest.
Not later than the close of business on each Determination Date, with
respect to each Mortgage Loan for which a Principal Prepayment or Curtailment
was received during the related Due Period, the Servicer shall remit to the
Trustee for deposit in the related Certificate Account from amounts otherwise
payable to it as Servicing Compensation (as indicated in the Servicer's
Certificate prepared pursuant to Section 6.08 above) an amount equal to the
difference between (a) 30 days' interest on the Principal Balance of each such
Mortgage Loan immediately following the Remittance Date in the related Due
Period at the Mortgage Rate, net of the Servicing Fee and the Annual Trustee
Expense Amount, and after the related Cross-Over Date, the Excess Spread with
respect to the related Sub-Pool, and (b) the amount of interest actually
received on each such Mortgage Loan for such Due Period, net of the Servicing
Fee, the Annual Trustee Expense Amount, and after the related Cross-Over Date,
the Excess Spread with respect to the related Sub-Pool.
Section 6.11 [Reserved].
Section 6.12 Pre-Funding Account.
(a) With respect to each Sub-Pool and no later than the Closing Date, the
Trustee shall establish and maintain with itself one or more segregated trust
accounts that are Eligible Accounts, which shall be titled, with respect to
Sub-Pool 1, "Sub-Pool 1 Pre-Funding Account, LaSalle National Bank, as trustee
for the registered holders of AFC Mortgage Loan Asset Backed Certificates,
Series 1996-2 and with respect to Sub-Pool 2, "Sub-Pool 2 Pre-Funding Account,
LaSalle National Bank, as trustee for the registered holders of AFC Mortgage
Loan Asset Backed Certificates, Series 1996-2." The Trustee shall, promptly upon
receipt, deposit in the related Pre-Funding Account and retain therein the
Original Pre-Funded Amount with respect to the related Sub-Pool remitted on the
Closing Date to the Trustee by the Depositor. Prior to August 12, 1996 or any
earlier Subsequent Transfer Date on which the entire balance of the Original
Pre-Funded Amount with respect to the related Sub-Pool is applied to purchase
Subsequent Mortgage Loans, the related Pre-Funding Account will be an asset of
the Trust Fund REMIC.
(b) Amounts on deposit in the related Pre-Funding Account shall be
withdrawn by the Trustee as follows:
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(i) On any Subsequent Transfer Date, the Trustee, upon written direction
from the Depositor, shall withdraw from the related Pre-Funding Account an
amount equal to 100% of the Principal Balances of the Subsequent Mortgage
Loans with respect to the related Sub-Pool transferred and assigned to the
Trustee on such Subsequent Transfer Date and pay such amount to or upon the
order of the Depositor upon satisfaction of the conditions with respect to
such transfer and assignment set forth in Section 2.10(b) above with
respect to all Subsequent Mortgage Loans, Section 2.10(c) with respect to
Sub-Pool 1 Subsequent Mortgage Loans and Section 2.10(d) with respect to
Sub-Pool 2 Subsequent Mortgage Loans;
(ii) If the related Pre-Funded Amount has not been reduced to zero
during the Funding Period, on the August 26, 1996 Remittance Date, the
Trustee shall effect the distributions described in the last paragraph of
Section 6.06(c) above;
and also, in no particular order of priority:
(iv) to withdraw any amount not required to be deposited in the related
Pre-Funding Account or deposited therein in error; and
(v) to clear and terminate the related Pre-Funding Account upon the
earliest to occur of (A) the August 26, 1996 Remittance Date, (B) the
termination of this Agreement and (C) the termination of the related
Sub-Pool, with any amounts remaining on deposit therein being paid to the
Class R Certificateholders.
Section 6.13 Interest Coverage Account.
(a) With respect to each Sub-Pool and no later than the Closing Date, the
Trustee shall establish and maintain with itself a separate, segregated trust
account, which shall be an Eligible Account, titled, with respect to Sub-Pool 1,
"Sub-Pool 1 Interest Coverage Account, LaSalle National Bank, as trustee for the
registered holders of AFC Mortgage Loan Asset Backed Certificates, Series
1996-2" and with respect to Sub-Pool 2, "Sub-Pool 2 Interest Coverage Account,
LaSalle National Bank, as trustee for the registered holders of AFC Mortgage
Loan Asset Backed Certificates, Series 1996-2." The Trustee shall, promptly upon
receipt, deposit in the related Interest Coverage Account and retain therein the
related Interest Coverage Amount remitted on the Closing Date to the Trustee by
the Depositor. Funds deposited in the related Interest Coverage Account shall be
held in trust by the Trustee for the Certificateholders for the uses and
purposes set forth herein. For federal income tax purposes, the Depositor shall
be the owner of the related Interest Coverage Account and shall report all items
of income, deduction, gain or loss arising therefrom. At no time will any
Interest Coverage Account be an asset of the Trust Fund REMIC. All income and
gain realized from investment of funds deposited in each Interest Coverage
Account shall be for the sole and exclusive benefit of the Depositor and shall
be remitted by the Trustee to the Depositor on the first Business Day following
each Remittance Date. The Depositor shall deposit in the related
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Interest Coverage Account the amount of any net loss incurred in respect of any
such Permitted Investment immediately upon realization of such loss.
(b) With respect to each Sub-Pool and on the July 25, 1996 Remittance Date,
the Trustee shall withdraw from the related Interest Coverage Account and
deposit in the related Certificate Account an amount, as provided in the
Servicer's Monthly Remittance Report, equal to (i) 30 days' interest on the
related Original Pre-Funded Amount calculated at an annual rate equal to
11.1502% with respect to Sub-Pool 1 and 9.4832% with respect to Sub-Pool 2 minus
(ii) the sum of (1) interest payments received on Subsequent Mortgage Loans with
respect to the related Sub-Pool during the related Due Period and (2) Monthly
Advances in respect of interest portions of delinquent Monthly Payments on
Subsequent Mortgage Loans with respect to the related Sub-Pool conveyed to the
Trustee during the related Due Period.
(c) With respect to each Sub-Pool and on the August 26, 1996 Remittance
Date, the Trustee shall withdraw from the related Interest Coverage Account and
deposit in the related Certificate Account an amount, as provided in the
Servicer's Monthly Remittance Report, equal to (i) 30 days' interest on the
related Original Pre-Funded Amount minus the aggregate Principal Balance of
Subsequent Mortgage Loans conveyed to the Trustee having a Due Date prior to
July 1 at an annual rate equal to 11.1502% with respect to Sub-Pool 1 and
9.4832% with respect to Sub-Pool 2 minus (ii) the sum of (1) interest payments
received on Subsequent Mortgage Loans conveyed to the Trustee during the related
Due Period and (2) Monthly Advances in respect of interest portions of
delinquent Monthly Payments on Subsequent Mortgage Loans with respect to the
related Sub-Pool conveyed to the Trustee during the related Due Period.
(d) With respect to each Sub-Pool and on the date of conveyance of a
Subsequent Mortgage Loan to the Trustee, excess funds on deposit in the related
Interest Coverage Account in an amount equal to the product of (i) the Principal
Balance of such Subsequent Mortgage Loan and (ii) 11.1502% with respect to
Sub-Pool 1 and 9.4832% with respect to Sub-Pool 2 and (iii) a fraction, the
numerator of which is the number of days from the Subsequent Transfer Date to
August 12, 1996 and the denominator of which is 360 days, shall be remitted
immediately to the Depositor.
(e) With respect to each Sub-Pool and upon the earlier of (i) the June 25,
1997 Remittance Date, (ii) the reduction of the related Class 1A Principal
Balance or the Class 2A Principal Balance to zero, (iii) the termination of this
Agreement in accordance with Section 11.01, (iv) the date of the conveyance of
the last Subsequent Mortgage Loan to the Trustee, as set forth in a written
letter of instruction by the Servicer to the Trustee, or (v) termination of the
related Sub-Pool, any amount remaining on deposit in the related Interest
Coverage Account after distributions pursuant to Sections 6.13(b) and 6.13(c)
above shall be withdrawn by the Trustee and paid to the Depositor.
Section 6.14 Reserve Account.
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(a) If required by the Certificate Insurer for credit enhancement, with
respect to each Sub-Pool and no later than the Closing Date, the Trustee shall
establish and maintain with itself a separate, segregated trust account, which
shall be an Eligible Account, titled, with respect to Sub-Pool 1, "Sub-Pool 1
Reserve Account, LaSalle National Bank, as trustee for the registered holders of
AFC Mortgage Loan Asset Backed Certificates, Series 1996-2" and with respect to
Sub-Pool 2, "Sub-Pool 2 Reserve Account, LaSalle National Bank, as trustee for
the registered holders of AFC Mortgage Loan Asset Backed Certificates, Series
1996-2." The Trustee shall, promptly upon receipt, deposit in and retain in the
related Reserve Account, the Initial Reserve Account Deposit remitted on the
Closing Date to the Trustee by the Depositor. Funds deposited in the related
Reserve Account shall be held in trust by the Trustee for the Certificateholders
for the uses and purposes set forth herein.
(b) Each Reserve Account will be an asset of the Trust Fund REMIC and will
be treated as a "qualified reserve fund" within the meaning of Treasury
regulations Section 1.860G-2(g)(2). If on or before the September 25, 1996
Remittance Date, the Certificate Insurer has determined that the entire amount
of funds on deposit in a Reserve Account is not required for credit enhancement,
and the Certificate Insurer shall direct the Trustee in writing, the portion of
the related Initial Reserve Account Deposit not so required shall be released to
the Class R Certificateholders on the September 25, 1996 Remittance Date. If the
Certificate Insurer does not so direct the Trustee on or before the September
25, 1996 Remittance Date, then the balance of each Reserve Account shall be
distributed by the Trustee to the Class R Certificateholders on the September
25, 1996 Remittance Date.
(c) With respect to each Sub-Pool and on and after the August 26, 1996
Remittance Date, amounts, if any, on deposit in the related Reserve Account
shall be withdrawn on each Remittance Date by the Trustee to be applied, at the
written direction of the Servicer:
(i) (A) to deposit in the Sub-Pool 1 Certificate Account, an amount
equal to the excess of the sum of the related Class A Remittance Amount
with respect to each Class of Class 1A Certificates for such Remittance
Date over the Available Remittance Amount with respect to Sub-Pool 1 for
such Remittance Date and (B) to deposit in the Sub-Pool 2 Certificate
Account, an amount equal to the excess of the related Class A Remittance
Amount with respect to the Class 2A Certificates for such Remittance Date
over the Available Remittance Amount with respect to Sub-Pool 2 for such
Remittance Date;
and also, in no particular order of priority:
(ii) to invest amounts on deposit in the related Reserve Account in
Permitted Instruments pursuant to Section 6.05 above; and
(iii) to clear and terminate the related Reserve Account upon the
termination of this Agreement with any amounts on deposit therein being
paid to the Class R Certificateholders.
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(d) Upon the earlier to occur of the Cross-Over Date with respect to the
related Sub-Pool or the Remittance Date on which all amounts due have been paid
to the related Classes of Class A Certificateholders, including the Certificate
Insurer as subrogee of the Class A Certificateholders, the Trustee, after making
any withdrawals from the related Reserve Account required pursuant to Section
6.14(c) above, shall clear and terminate the related Reserve Account, liquidate,
upon the written direction of the Class R Certificateholders holding an
aggregate Percentage Interest equal to at least 51%, any investments therein,
and pay any uninvested funds therein or the proceeds of such liquidation to the
Class R Certificateholders.
Section 6.15 Supplemental Interest Account.
(a) With respect to the Class 2A Certificates and no later than the Closing
Date, the Trustee shall establish and maintain with itself a separate,
segregated trust account, which shall be an Eligible Account, titled,
"Supplemental Interest Account, LaSalle National Bank, as trustee for the
registered holders of AFC Mortgage Loan Asset Backed Certificates, Series
1996-2, Class 2A". For federal income tax purposes, the Depositor shall be the
owner of the Supplemental Interest Account and shall report all items of income,
deduction, gain or loss arising therefrom. At no time will the Supplemental
Interest Account be an asset of the Trust Fund REMIC. All income and gain
realized from investment of funds, if any, deposited in the Supplemental
Interest Account shall be for the sole and exclusive benefit of the Depositor
and shall be remitted by the Trustee to the Depositor on the first Business Day
following each Remittance Date. The Depositor shall deposit in the Supplemental
Interest Account the amount of any net loss incurred in respect of any such
Permitted Investment immediately upon realization of such loss.
(b) The Trustee shall, promptly upon receipt, deposit in and retain in the
Supplemental Interest Account, the Supplemental Interest, if any, remitted on
each Remittance Date to the Trustee pursuant to the Cap Agreement. Funds
deposited in the Supplemental Interest Account shall be held in trust by the
Trustee for the Class 2A Certificateholders for the uses and purposes set forth
herein.
(c) Subject to subsection (d) below, on each Remittance Date, through the
Remittance Date occurring on February 25, 1997, the Trustee shall withdraw from
the Supplemental Interest Account and deposit in the Sub-Pool 2 Certificate
Account an amount, as provided in the Servicer's Monthly Remittance Report,
equal to Supplemental Interest, if any.
(d) With respect to Sub-Pool 2, upon the earlier of (i) the February 25,
1997 Remittance Date, (ii) the reduction of the related Class 2A Principal
Balance to zero, (iii) the termination of this Agreement in accordance with
Section 11.01, or (iv) termination of Sub-Pool 2 in accordance with Section
11.01, any amount remaining on deposit in the Supplemental Interest Account
after distributions pursuant to Section 6.15(b) above shall be withdrawn by the
Trustee and paid to the Depositor.
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(e) Subject to the terms of this Agreement, the Trustee shall enforce the
rights of the Trust Fund under the Cap Agreement, including, without limitation,
enforcement of the Trustee's rights and remedies upon any Cap Agreement Event of
Default or Cap Agreement Termination Event.
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ARTICLE VII
GENERAL SERVICING PROCEDURE
Section 7.01 Assumption Agreements.
When a Mortgaged Property has been or is about to be conveyed by the
Mortgagor, the Servicer shall, to the extent it has knowledge of such conveyance
or prospective conveyance, exercise its rights to accelerate the maturity of the
related Mortgage Loan under any "due-on-sale" clause contained in the related
Mortgage or Mortgage Note; provided, however, that the Servicer shall not
exercise any such right if the "due-on-sale" clause, in the reasonable belief of
the Servicer, is not enforceable under applicable law. In such event, the
Servicer shall enter into an assumption and modification agreement with the
person to whom such property has been or is about to be conveyed, pursuant to
which such person becomes liable under the Mortgage Note and, unless prohibited
by applicable law or the Mortgage Documents, the Mortgagor remains liable
thereon. The Servicer is also authorized with the prior approval of the
Certificate Insurer to enter into a substitution of liability agreement with
such person, pursuant to which the original Mortgagor is released from liability
and such person is substituted as Mortgagor and becomes liable under the
Mortgage Note. The Servicer shall notify the Trustee and the Certificate Insurer
that any such substitution or assumption agreement has been completed by
forwarding to the Trustee the original of such substitution or assumption
agreement and a duplicate thereof to the Certificate Insurer, which original
shall be added by the Trustee to the related Trustee's Mortgage File and shall,
for all purposes, be considered a part of such Trustee's Mortgage File to the
same extent as all other documents and instruments constituting a part thereof.
In connection with any assumption or substitution agreement entered into
pursuant to this Section 7.01, the Servicer shall not change the Mortgage Rate
or the Monthly Payment, defer or forgive the payment of principal or interest,
reduce the outstanding principal amount or extend the final maturity date on
such Mortgage Loan. Any fee collected by the Servicer for consenting to any such
conveyance or entering into an assumption or substitution agreement shall be
retained by or paid to the Servicer as additional Servicing Compensation.
Notwithstanding the foregoing paragraph or any other provision of this
Agreement, the Servicer shall not be deemed to be in default, breach or any
other violation of its obligations hereunder by reason of any assumption of a
Mortgage Loan by operation of law or any assumption which the Servicer may be
restricted by law from preventing, for any reason whatsoever.
Section 7.02 Satisfaction of Mortgages and Release of Mortgage Files.
The Servicer shall not grant a satisfaction or release of a Mortgage
without having obtained payment in full of the indebtedness secured by the
Mortgage or otherwise prejudice any right the Certificateholders may have under
the mortgage instruments subject to Section 5.01 above. The Servicer shall
maintain the Fidelity Bond as provided for in Section 5.09 above insuring the
Servicer against any loss it may sustain with respect to any Mortgage Loan not
satisfied in accordance with the procedures set forth herein.
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Upon the payment in full of any Mortgage Loan, or the receipt by the
Servicer of a notification that payment in full will be escrowed in a manner
customary for such purposes, the Servicer will immediately notify the Trustee
(if it holds the related Trustee's Mortgage File) or the Custodian, as the case
may be, by an Officers' Certificate in the form of Exhibit I attached hereto
(which certification shall include a statement to the effect that all amounts
received or to be received in connection with such payment which are required to
be deposited in the Principal and Interest Account pursuant to Section 5.03
above have been or will be so deposited) of a Servicing Officer and shall
request delivery to it of the Trustee's Mortgage File. Upon receipt of such
certification and request, the Trustee or such Custodian, as the case may be,
shall promptly release the related Trustee's Mortgage File to the Servicer.
Expenses incurred in connection with any instrument of satisfaction or deed of
reconveyance shall be payable only from and to the extent of Servicing
Compensation with respect to the related Sub-Pool and shall not be chargeable to
the related Principal and Interest Account or the related Certificate Account.
With respect to any Mortgage Note released by the Trustee to the Servicer
or to any Subservicer in accordance with the terms of this Agreement, other than
a release or satisfaction pursuant to Section 7.02, prior to such release, the
Trustee shall (a) complete all endorsements in blank so that the endorsement
reads "Pay to the order of LaSalle National Bank, as Trustee under the Pooling
and Servicing Agreement, dated as of June 1, 1996, Series 1996-2" and (b)
complete a restrictive endorsement that reads "LaSalle National Bank is the
holder of the mortgage note for the benefit of the Certificateholders under the
Pooling and Servicing Agreement, dated as of June 1, 1996, Series 1996-2" with
respect to those Mortgage Notes currently endorsed "Pay to the order of holder",
if any.
From time to time and as appropriate for the servicing or foreclosure of
any Mortgage Loan, including, for this purpose, collection under any primary
mortgage guaranty insurance policy, the Trustee shall, upon request of the
Servicer and delivery to the Trustee of a certification in the form of Exhibit I
attached hereto signed by a Servicing Officer, release the related Trustee's
Mortgage File or any document therein to the Servicer, and the Trustee shall
execute such documents as shall be necessary to the prosecution of any such
proceedings. Such servicing receipt shall obligate the Servicer to return the
Trustee's Mortgage File or any document released therefrom to the Trustee when
the need therefor by the Servicer no longer exists, unless the Mortgage Loan has
been liquidated and the Net Liquidation Proceeds relating to the Mortgage Loan
have been deposited in the Principal and Interest Account with respect to each
Sub-Pool, and remitted to the Trustee for deposit in the related Certificate
Account or the Trustee's Mortgage File or such document has been delivered to an
attorney, or to a public trustee or other public official as required by law,
for purposes of initiating or pursuing legal action or other proceedings for the
foreclosure of the Mortgaged Property either judicially or non-judicially, and
the Servicer has delivered to the Trustee a certificate of a Servicing Officer
certifying as to the name and address of the Person to which such Trustee's
Mortgage File or such document was delivered and the purpose or purposes of such
delivery. Upon receipt of a certificate of a Servicing Officer stating that such
Mortgage Loan was liquidated, the servicing receipt shall be released by the
Trustee to the Servicer.
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The Trustee shall execute and deliver to the Servicer any court pleadings,
requests for trustee's sale in respect of a Mortgaged Property or to any legal
action brought to obtain judgment against any Mortgagor on the Mortgage Note or
Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or
rights provided by the Mortgage Note or Mortgage or otherwise available at law
or in equity. Together with such documents or pleadings, the Servicer shall
deliver to the Trustee a certificate of a Servicing Officer requesting that such
pleadings or documents be executed by the Trustee and certifying as to the
reason such documents or pleadings are required and that the execution and
delivery thereof by the Trustee will not invalidate or otherwise affect the lien
of the Mortgage, except for the termination of such a lien upon completion of
the foreclosure or trustee's sale. The Trustee shall, upon receipt of a written
request from a Servicing Officer, execute any document provided to the Trustee
by the Servicer or take any other action requested in such request that is, in
the opinion of the Servicer as evidenced by such request, required by any state
or other jurisdiction to discharge the lien of a Mortgage upon the satisfaction
thereof and the Trustee will sign and post, but will not guarantee receipt of,
any such documents to the Servicer, or such other party as the Servicer may
direct, within five Business Days, or more promptly if needed, of the Trustee's
receipt of such certificate or documents. Such certificate or documents shall
establish to the Trustee's satisfaction that the related Mortgage Loan has been
paid in full by or on behalf of the Mortgagor and that such payment has been
deposited in the Principal and Interest Account.
Section 7.03 Servicing Compensation.
As compensation for its services under this Agreement, subject to Section
6.10, the Servicer shall be entitled to withdraw from the Principal and Interest
Account with respect to the related Sub-Pool or to retain from interest payments
on the Mortgage Loans, the Servicer's Servicing Fee. Additional servicing
compensation in the form of assumption and other administrative fees, interest
paid on funds on deposit in the Principal and Interest Accounts, interest paid
and earnings realized on Permitted Instruments in the Principal and Interest
Accounts, Certificate Accounts and Trustee Expense Accounts, amounts remitted
pursuant to Sections 6.03(c)(iii), 6.04 and 7.01 above, late payment charges and
Excess Proceeds shall be retained by or remitted to the Servicer to the extent
not required to be remitted to the Trustee for deposit in the Certificate
Accounts. The Servicer shall be required to pay all expenses incurred by it in
connection with its servicing activities hereunder and shall not be entitled to
reimbursement therefor except as specifically provided for herein. The
Depositor's Yield is the property of the Depositor, and not the property of the
Servicer, and such ownership shall not be affected by any termination of the
Servicer.
Section 7.04 Annual Statement as to Compliance.
The Servicer will deliver to the Certificate Insurer, the Trustee, S&P,
Moody's, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan
Securities Inc., not later than the last day of the fourth month following the
end of the Servicer's fiscal year, beginning for the fiscal year ending June 30,
1997, an Officer's Certificate stating that (i) the Servicer has fully complied
with the provisions of Articles V and VII, (ii) a review of the activities of
the
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Servicer during the preceding fiscal year and of performance under this
Agreement has been made under such officer's supervision, and (iii) to the best
of such officers' knowledge, based on such review, the Servicer has fulfilled
all its obligations under this Agreement throughout such year, or, if there has
been a default in the fulfillment of any such obligation, specifying each such
default known to such officers and the nature and status thereof and the action
being taken by the Servicer to cure such default.
Section 7.05 Annual Independent Public Accountants' Servicing Report and
Comfort Letter.
Not later than the last day of the fourth month following the end of the
Servicer's fiscal year, beginning for the fiscal year ending June 30, 1997, the
Servicer, at its expense, shall cause a firm of independent public accountants
reasonably acceptable to the Trustee and the Certificate Insurer to furnish (1)
a letter or letters to the Certificate Insurer, the Trustee, S&P, Moody's,
Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities
Inc. to the effect that such firm has with respect to the Servicer's overall
servicing operations examined such operations in accordance with the
requirements of the Uniform Single Audit Program for Mortgage Bankers, and
stating such firm's conclusions relating thereto and (2) a letter to the effect
that such firm has examined Section 6.08 of this Agreement (or the comparable
section of a substantially similar agreement of the Servicer, as Servicer, under
which certain payments to the holders of certificates are guaranteed by the
Certificate Insurer) and verified the mathematical accuracy of the amounts
reported by the Servicer and that such amounts were computed in accordance with
the terms of this Agreement (or such comparable agreement).
Section 7.06 Certificateholder's, Trustee's and Certificate Insurer's Right
to Examine Servicer Records.
Each Certificateholder, the Trustee and the Certificate Insurer shall have
the right upon reasonable prior notice, during normal business hours and as
often as reasonably required, to examine and audit any and all of the books,
records or other information of the Servicer, whether held by the Servicer or by
another on behalf of the Servicer, which may be relevant to the performance or
observance by the Servicer of the terms, covenants or conditions of this
Agreement.
Section 7.07 Reports to the Trustee; Principal and Interest Account
Statements.
If any Principal and Interest Account is not maintained with the Trustee,
then not later than 25 days after each Record Date, the Servicer shall forward
to the Trustee a statement, certified by a Servicing Officer, setting forth the
status of such Principal and Interest Account as of the close of business on the
preceding Record Date and showing, for the period covered by such statement, the
aggregate of deposits into such Principal and Interest Account for each category
of deposit specified in Section 5.03 above, the aggregate of withdrawals from
such
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Principal and Interest Account for each category of withdrawal specified in
Section 5.04 above, the aggregate amount of permitted withdrawals not made in
the related Due Period, and the amount of any related Monthly Advances for the
related Due Period.
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ARTICLE VIII
REPORTS TO BE PROVIDED BY SERVICER
Section 8.01 Financial Statements.
The Servicer understands that, in connection with the transfer of the
Certificates, Certificateholders may request that the Servicer make available to
prospective Certificateholders annual audited financial statements of the
Servicer for one or more of the most recently completed five fiscal years for
which such statements are available, which request shall not be unreasonably
denied.
The Servicer also agrees to make available on a reasonable basis to the
Certificate Insurer and any prospective Certificateholder a knowledgeable
financial or accounting officer for the purpose of answering reasonable
questions respecting recent developments affecting the Servicer or the financial
statements of the Servicer and to permit the Certificate Insurer and any
prospective Certificateholder to inspect the Servicer's servicing facilities
during normal business hours for the purpose of satisfying the Certificate
Insurer and such prospective Certificateholder that the Servicer has the ability
to service the Mortgage Loans in accordance with this Agreement.
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ARTICLE IX
THE SERVICER
Section 9.01 Indemnification; Third Party Claims.
(a) The Servicer agrees to indemnify and hold the Trustee, the Certificate
Insurer and each Certificateholder (and their respective Affiliates, directors,
officers, employees and agents) harmless against any and all claims, losses,
penalties, fines, forfeitures, legal fees and related costs, judgments, and any
other costs, fees and expenses that the Trustee, the Certificate Insurer, any
such Certificateholder or any such other indemnified Person may sustain in any
way related to the failure of the Servicer to perform its duties and service the
Mortgage Loans in compliance with the terms of this Agreement. The Servicer
shall immediately notify the Trustee, the Certificate Insurer and each
Certificateholder if a claim is made by a third party with respect to this
Agreement, and the Servicer shall assume (with the consent of the Trustee) the
defense of any such claim and advance all expenses in connection therewith,
including reasonable counsel fees, and promptly advance funds to pay, discharge
and satisfy any judgment or decree which may be entered against the Servicer,
the Trustee, the Certificate Insurer, a Certificateholder and/or any such other
indemnified Person in respect of such claim. The Trustee may reimburse the
Servicer from amounts otherwise distributable on the Class R Certificates for
all amounts advanced by it pursuant to the preceding sentence except when the
claim relates directly to the failure of the Servicer to service and administer
the Mortgage Loans in compliance with the terms of this Agreement.
(b) The Depositor agrees to indemnify and hold the Trustee, the Certificate
Insurer and each Certificateholder (and their respective Affiliates, directors,
officers, employees and agents) harmless against any and all claims, losses,
penalties, fines, forfeitures, legal fees and related costs, judgments, and any
other costs, fees and expenses that the Trustee, the Certificate Insurer, any
Certificateholder and/or any such other indemnified person may sustain in any
way related to the failure of the Servicer, if it is an Affiliate thereof, or
the failure of the Depositor to perform their respective duties in compliance
with the terms of this Agreement. The Depositor shall immediately notify the
Trustee, the Certificate Insurer and each Certificateholder if a claim is made
by a third party with respect to this Agreement and the Depositor shall assume
(with the consent of the Trustee) the defense of any such claim and advance all
expenses in connection therewith, including reasonable counsel fees, and
promptly advance funds to pay, discharge and satisfy any judgment or decree
which may be entered against the Servicer, the Depositor, the Trustee, the
Certificate Insurer, a Certificateholder and/or any such other indemnified
Person in respect of such claim. The Trustee may, if necessary, reimburse the
Depositor from amounts otherwise distributable on the Class R Certificates if
the claim is made with respect to this Agreement for all amounts advanced by it
pursuant to the preceding sentence, except when the claim relates directly to
the failure of a Servicer, if it is, or is an affiliate of, the Depositor, to
perform its obligations to service and administer the Mortgages in compliance
with the terms of this Agreement, or the failure of the Depositor to perform its
duties in compliance with the terms of this Agreement.
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(c) The Depositor agrees to indemnify the Trust Fund for any liability
arising from the naming of the Trust Fund as a defendant in its capacity as an
assignee of the lender in an action under the Riegle Community Development and
Regulatory Improvement Act of 1994.
Section 9.02 Merger or Consolidation of the Depositor and the Servicer.
The Servicer and the Depositor will keep in full effect its existence,
rights and franchises as a corporation, and will obtain and preserve its
qualification to do business as a foreign corporation, in each jurisdiction
necessary to protect the validity and enforceability of this Agreement or any of
the Mortgage Loans and to perform its duties under this Agreement.
Any Person into which the Servicer may be merged or consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Servicer shall be a party, or any Person succeeding to the business of the
Servicer, shall be an established mortgage loan servicing institution that has a
net worth of at least $15,000,000 and shall be the successor of the Servicer
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding;
provided, however, that the successor or surviving person to any Servicer shall
be qualified to sell mortgage loans to, and to service mortgage loans on behalf
of FNMA or FHLMC. The Servicer shall send notice of any such merger or
consolidation to the Trustee, the Rating Agencies and the Certificate Insurer.
Section 9.03 Limitation on Liability of the Servicer and Others.
The Depositor and the Servicer shall each be liable in accordance herewith
only to the extent of the obligations specifically and respectively imposed upon
and undertaken by them herein. The Servicer and any director, officer, employee
or agent of the Servicer may rely on any document of any kind which it in good
faith reasonably believes to be genuine and to have been adopted or signed by
the proper authorities respecting any matters arising hereunder. Subject to the
terms of Section 9.01, the Servicer shall have no obligation to appear with
respect to, prosecute or defend, any legal action which is not incidental to the
Servicer's duty to service the Mortgage Loans in accordance with this Agreement.
Section 9.04 Servicer Not to Resign.
The Servicer shall not assign this Agreement or any part thereof nor resign
from the obligations and duties hereby imposed on it except (i) that the
Servicer may resign from any obligations and duties hereby imposed on it in
connection with the Class 1A Certificates upon mutual consent of the Servicer,
the Depositor, the Certificate Insurer, the Trustee and the Class 1A Majority
Certificateholders, (ii) that the Servicer may resign from any obligations and
duties hereby imposed on it in connection with the Class 2A Certificates upon
mutual consent of the Servicer, the Depositor, the Certificate Insurer, the
Trustee and the Class 2A Majority Certificateholders or (iii) upon the
determination that the Servicer's duties hereunder are no longer permissible
under applicable law and such incapacity cannot be cured by the Servicer.
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Any such determination under clause (ii) permitting the resignation of the
Servicer shall be evidenced by a written Opinion of Counsel (who may be counsel
for the Servicer) to such effect delivered to the Trustee, the Depositor and the
Certificate Insurer, which Opinion of Counsel shall be in form and substance
acceptable to the Trustee and the Certificate Insurer. No such resignation shall
become effective until a successor has assumed such Servicer's responsibilities
and obligations hereunder in accordance with Section 10.02.
Section 9.05 Representations of the Servicer.
The Servicer hereby represents and warrants to the Trustee, the Certificate
Insurer and the Certificateholders as of the Closing Date:
(a) The Servicer is a federally chartered stock savings bank and has been
duly organized and is validly existing and in good standing under the laws of
the United States and has all licenses necessary to carry on its business as now
being conducted and is licensed, qualified and in good standing in each
Mortgaged Property State if the laws of such state require licensing or
qualification in order to conduct business of the type conducted by the Servicer
and perform its obligations as Servicer or exempt from such licensing or
qualification; the Servicer has the power and authority to execute and deliver
this Agreement and to perform in accordance herewith; the execution, delivery
and performance of this Agreement (including all instruments of transfer to be
delivered pursuant to this Agreement) by the Servicer and the consummation of
the transactions contemplated hereby have been duly and validly authorized by
all necessary action; this Agreement evidences the valid, binding and
enforceable obligation of the Servicer; and all requisite action has been taken
by the Servicer to make this Agreement valid, binding and enforceable upon the
Servicer in accordance with its terms, subject to the effect of bankruptcy,
insolvency, reorganization, moratorium and other, similar laws relating to or
affecting creditors' rights generally or the application of equitable principles
in any proceeding, whether at law or in equity;
(b) All actions, approvals, consents, waivers, exemptions, variances,
franchises, orders, permits, authorizations, rights and licenses required to be
taken, given or obtained, as the case may be, by or from any federal, state or
other governmental authority or agency (other than any such actions, approvals,
etc. under any state securities laws, real estate syndication or "Blue Sky"
statutes, as to which the Servicer makes no such representation or warranty),
that are necessary in connection with the execution and delivery by the Servicer
of the documents to which it is a party, have been duly taken, given or
obtained, as the case may be, are in full force and effect, are not subject to
any pending proceedings or appeals (administrative, judicial or otherwise) and
either the time within which any appeal therefrom may be taken or review thereof
may be obtained has expired or no review thereof may be obtained or appeal
therefrom taken, and are adequate to authorize the consummation of the
transactions contemplated by this Agreement and the other documents on the part
of the Servicer and the performance by the Servicer of its obligations as
Servicer under this Agreement and such of the other documents to which it is a
party;
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(c) The consummation of the transactions contemplated by this Agreement
will not result in the breach of any terms or provisions of the charter or
by-laws of the Servicer or result in the breach of any term or provision of, or
conflict with or constitute a default under or result in the acceleration of any
obligation under, any material agreement, indenture or loan or credit agreement
or other material instrument to which the Servicer or its property is subject,
or result in the violation of any law, rule, regulation, order, judgment or
decree to which the Servicer or its property is subject;
(d) Neither this Agreement nor the Prospectus nor any statement, report or
other document prepared by the Servicer and furnished or to be furnished
pursuant to this Agreement or in connection with the transactions contemplated
hereby contains any untrue statement of material fact or omits to state a
material fact necessary to make the statements contained herein or therein not
misleading;
(e) There is no action, suit, proceeding or investigation pending or, to
the best of the Servicer's knowledge, threatened against the Servicer which,
either in any one instance or in the aggregate, may result in any material
adverse change in the business, operations, financial condition, properties or
assets of the Servicer or in any material impairment of the right or ability of
the Servicer to carry on its business substantially as now conducted, or in any
material liability on the part of the Servicer or which would draw into question
the validity of this Agreement or the Mortgage Loans or of any action taken or
to be taken in connection with the obligations of the Servicer contemplated
herein, or which would be likely to impair materially the ability of the
Servicer to perform under the terms of this Agreement; and
(f) The Servicer is not in default with respect to any order or decree of
any court or any order, regulation or demand of any federal, state, municipal or
governmental agency, which default might have consequences that would materially
and adversely affect the condition (financial or other) or operations of the
Servicer or its properties or might have consequences that would materially and
adversely affect its performance hereunder or under any Subservicing Agreement.
Section 9.06 Accounting Upon Resignation or Termination of Servicer.
Upon resignation of the Servicer under Section 9.04 or upon termination of
the Servicer under Section 10.01, the Servicer shall:
(a) deliver to its successor or, if none shall yet have been appointed, to
the Trustee the funds in the Sub-Pool 1 Principal and Interest Account or the
Sub-Pool 2 Principal and Interest Account;
(b) deliver to its successor or, if none shall yet have been appointed, to
the Trustee all Mortgage Files and related documents and statements held by it
hereunder and a Mortgage Loan portfolio computer tape;
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(c) deliver to its successor or, if none shall yet have been appointed, to
the Trustee and, upon request, to the Certificateholders a full accounting of
all funds, including a statement showing the Monthly Payments collected by it
and a statement of monies held in trust by it for the payments or charges with
respect to the Mortgage Loans; and
(d) execute and deliver such instruments and perform all acts reasonably
requested in order to effect the orderly and efficient transfer of servicing of
the Mortgage Loans to its successor and to more fully and definitively vest in
such successor all rights, powers, duties, responsibilities, obligations and
liabilities of the Servicer under this Agreement.
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ARTICLE X
DEFAULT
Section 10.01 Events of Default.
(a) In case one or more of the following Events of Default by the Servicer
shall occur and be continuing, that is to say, with respect to a Sub-Pool:
(i)(A) an Event of Nonpayment which continues unremedied for a period of
one (1) Business Day after the date on which written notice of such failure
requiring the same to be remedied shall have been given to the Servicer by
the Trustee, to the Servicer and the Trustee by the Certificate Insurer or
to the Servicer, the Trustee and the Certificate Insurer by any
Certificateholder and, in the case of an Event of Nonpayment described in
clause (i) or (ii) of the definition thereof, the insufficiency referred to
in such clause (i) or (ii) does not result from a failure by the
Certificate Insurer to perform in accordance with the terms of this
Agreement with respect to such Sub-Pool or the Certificate Insurance Policy
or a failure by the Trustee to perform in accordance with this Agreement
with respect to such Sub-Pool; (B) the failure by the Servicer to make any
required Servicing Advance with respect to a Sub-Pool, to the extent such
failure materially and adversely affects the interest of the Certificate
Insurer or the related Certificateholders and which continues unremedied
for a period of 20 days after the date on which written notice of such
failure requiring the same to be remedied shall have been given to the
Servicer by the Trustee, to the Servicer and the Trustee by the Certificate
Insurer or to the Servicer, the Trustee and the Certificate Insurer by any
Certificateholder; (C) the failure by the Servicer to make any required
Monthly Advance to the extent of the full amount of the related Class A
Interest Remittance Amount; or (D) any other failure by the Servicer to
remit to the related Certificateholders, or to the Trustee for the benefit
of the related Certificateholders, any payment required to be made by the
Servicer under the terms of this Agreement, to the extent such failure
materially and adversely affects the interest of the Certificate Insurer or
the Certificateholders and which continues unremedied for a period of 20
days after the date upon which written notice of such failure requiring the
same to be remedied shall have been given to the Servicer by the Trustee,
to the Servicer and the Trustee by the Certificate Insurer or to the
Servicer, the Trustee and the Certificate Insurer by any Certificateholder;
or
(ii) failure by the Servicer duly to observe or perform, in any material
respect, any other covenants, obligations or agreements of the Servicer as
set forth herein, which failure continues unremedied for a period of 60
days after the date on which written notice of such failure, requiring the
same to be remedied, shall have been given to the Servicer by the Trustee,
to the Servicer and the Trustee
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by the Certificate Insurer or to the Servicer, the Trustee and the
Certificate Insurer by any Certificateholder; or
(iii) a decree or order of a court or agency or supervisory authority
having jurisdiction for the appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshalling of assets
and liabilities or similar proceedings, or for the winding-up or
liquidation of its affairs, shall have been entered against the Servicer
and such decree or order shall have remained in force, undischarged or
unstayed for a period of 60 days; or
(iv) the Servicer shall consent to the appointment of a conservator or
receiver or liquidator in any insolvency, readjustment of debt, marshalling
of assets and liabilities or similar proceedings of or relating to the
Servicer or of or relating to all or substantially all of the Servicer's
property, which appointment shall continue unremedied for a period of 30
days after the Servicer has received notice of such default; or
(v) the Servicer shall admit in writing its inability to pay its debts
as they become due, file a petition to take advantage of any applicable
insolvency or reorganization statute, make an assignment for the benefit of
its creditors, or voluntarily suspend payment of its obligations, any of
which shall continue unremedied for a period of 30 days after the Servicer
has received notice of such default;
(b) then, and in each and every such case so long as such Event of Default
shall not have been remedied, (x) in the case solely of clause (i)(C) above, if
such Monthly Advance is not made by 4:00 p.m. Chicago time on the Determination
Date, the Trustee, upon receipt of written notice or discovery by a Responsible
Officer of such failure, shall give immediate telephonic notice of such failure
to a Servicing Officer of the Servicer and, unless such failure is cured, either
by receipt of payment or receipt of evidence satisfactory to the Certificate
Insurer (e.g., a wire reference number communicated by the sending bank; the
Certificate Insurer shall notify the Trustee if the Certificate Insurer receives
satisfactory evidence that such funds have been sent), by 12:00 Noon New York
City time on the following Business Day, the Trustee, or a successor servicer
appointed in accordance with Section 10.02, shall immediately make such Monthly
Advance and assume, pursuant to Section 10.02, the duties of a successor
Servicer with respect to such Sub-Pool, and (y) in the case of clauses (i)(A),
(i)(B), (i)(D), (ii), (iii), (iv) and (v) above, the Majority Certificateholders
of the related Sub-Pool(s) affected by such Event of Default, by notice in
writing to the Servicer and a Responsible Officer of the Trustee and subject to
the prior written consent of the Certificate Insurer, which consent may not be
unreasonably withheld, may, in addition to whatever rights such
Certificateholders may have at law or equity to damages, including injunctive
relief and specific performance, commence termination of all the rights and
obligations of the Servicer hereunder with respect to the Sub-Pool(s) affected
by such Event of Default and in and to the Mortgage Loans of the Sub-Pool(s)
affected by such Event of Default and the proceeds thereof, as servicer. Upon
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receipt by the Servicer of a second written notice (except relative to clause
(i)(C) above) from the Majority Certificateholders of the related Sub-Pool
stating that they intend to terminate the Servicer as a result of such Event of
Default, all authority and power of the Servicer under this Agreement with
respect to such Sub-Pool, shall, subject to Section 10.02, pass to and be vested
in the Trustee or its designee and the Trustee is hereby authorized and
empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact
or otherwise, any and all documents and other instruments and do or cause to be
done all other acts or things necessary or appropriate to effect the purposes of
such notice of termination, including, but not limited to, the transfer and
endorsement or assignment of the related Mortgage Loans and related documents.
The Servicer agrees to cooperate with the Trustee in effecting the termination
of the Servicer's responsibilities and rights hereunder with respect to the
related Sub-Pool, including, without limitation, the transfer to the Trustee or
its designee for administration by it of all amounts which shall at the time be
credited by the Servicer to the related Principal and Interest Account or
thereafter received with respect to the Mortgage Loans of the related Sub-Pool.
For the purposes of exercising the remedies set forth in Section 10.01 above,
with respect to clauses (i), (iii), (iv) and (v) of Section 10.01(a) above, the
Certificate Insurer shall be deemed to be the Majority Certificateholder for a
Sub-Pool for so long as the Certificate Insurance Policy shall be in effect and
the Certificate Insurer shall be in full compliance with its payment obligations
thereunder. If, however, the Certificate Insurer fails to exercise any of its
rights under this Section 10.01 in respect of such clauses (i), (iii), (iv) and
(v), it shall not be deemed to be the Majority Certificateholder for such
Sub-Pool for the purposes of such clauses. For the purposes of clause (ii),
either the Certificate Insurer with the consent of the Trustee or the Majority
Certificateholders of the related Sub-Pool(s) affected by such Event of Default
may direct the appropriate remedial action provided in this Section.
The Trustee shall not be deemed to have knowledge of an Event of Default
(except an Event of Default pursuant to Section 10.01(a)(i)(A) above relating to
an Event of Nonpayment or the failure to make a Monthly Advance) unless a
Responsible Officer has received written notice thereof.
(c) Notwithstanding anything to the contrary contained in this Agreement,
upon the occurrence of an Event of Nonpayment known to a Responsible Officer of
the Trustee, the Trustee shall promptly notify the Certificate Insurer of such
occurrence with respect to such Sub-Pool. During the thirty (30) day period
following receipt of such notice, the Trustee and the Certificate Insurer shall
cooperate with each other to determine if the occurrence of such Event of
Nonpayment is more likely than not the result of the acts or omissions of the
Servicer or more likely than not the result of events beyond the control of the
Servicer. If the Trustee and the Certificate Insurer conclude that the Event of
Nonpayment is the result of the latter, the Servicer may not be terminated with
respect to such Sub-Pool, unless and until an Event of Default unrelated to such
Event of Nonpayment has occurred and is continuing, whether or not the Servicer
has cured such Event of Nonpayment. If the Trustee and the Certificate Insurer
conclude that the Event of Nonpayment is the result of the former, the
Certificate Insurer or the Majority Certificateholders of the related Sub-Pool,
as the case may be, may terminate the Servicer in accordance with Section
10.01(b) above, provided that the Trustee shall have until
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the 60th day following the date of receipt of notice of the Event of Nonpayment
to either assume the servicing for the related Sub-Pool or appoint a successor
servicer for the related Sub-Pool pursuant to Section 10.02.
If the Trustee and the Certificate Insurer cannot agree, and the basis for
such disagreement is not arbitrary or unreasonable, as to the cause of the Event
of Nonpayment with respect to such Sub-Pool, the decision of the Certificate
Insurer shall control; provided, however, that if the Certificate Insurer
decides to terminate the Servicer, the Trustee shall be relieved of its
obligation to assume the servicing or to appoint a successor, which shall be the
exclusive obligation of the Certificate Insurer.
The Trustee shall promptly notify Moody's and S&P of the occurrence of an
Event of Default known to a Responsible Officer of the Trustee.
Notwithstanding any termination of the activities of a Servicer hereunder,
the Servicer shall be entitled to receive, out of any late collection of a
Monthly Payment on a Mortgage Loan which was due prior to the notice terminating
the Servicer's rights and obligations as Servicer hereunder and received after
such notice, that portion thereof to which the Servicer would have been entitled
pursuant to Sections 5.04(i) through (ix), and any other amounts payable to the
Servicer hereunder the entitlement to which arose prior to the termination of
its activities hereunder.
Section 10.02 Trustee to Act; Appointment of Successor.
On and after the time the Servicer receives a notice of termination
pursuant to Section 10.01 above, or the Trustee receives the resignation of the
Servicer evidenced by an Opinion of Counsel pursuant to Section 9.04, or the
Servicer is removed as servicer pursuant to this Article X, the Trustee shall
be, with respect to such Sub-Pool, the successor in all respects to the Servicer
in its capacity as servicer under this Agreement with respect to such Sub-Pool
and the transactions set forth or provided for herein and shall be subject to
all the responsibilities, duties and liabilities relating thereto placed on the
Servicer by the terms and provisions hereof, provided, however, that the Trustee
shall have no liability or obligation hereunder in respect of any period prior
to becoming such successor, whether for acts or omissions of any prior servicer
or otherwise. The Trustee, as successor to the Servicer, shall be obligated to
make advances pursuant to Sections 6.09, 6.10, 5.10 or 5.14 unless, and only to
the extent, the Trustee determines reasonably and in good faith that such
advances would not be recoverable pursuant to Sections 5.04(ii), 5.04(vi), 6.03,
and, 6.06(c)(A)(X)(xx) and (xxxi) or 6.06(c)(A)(Y)(xiv) and (xixv) with respect
to Sub-Pool 1, or 6.06(c)(B)(X)(v) and (vi) or 6.06(c)(B)(Y)(iv) and (v) with
respect to Sub-Pool 2 above, such determination to be evidenced by a
certification of a Responsible Officer of the Trustee delivered to the
Certificate Insurer. Subject to its determination that such advances would not
be recoverable in accordance with the foregoing, the Trustee, as successor to
the Servicer, shall be obligated to advance any amount described in clause
(c)(vii) of the definition of Class A Principal Remittance Amount. As
compensation therefor, the Trustee, or any successor servicer appointed pursuant
to the
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following paragraph, shall be entitled to all funds relating to the Mortgage
Loans which the Servicer would have been entitled to receive from the related
Principal and Interest Account pursuant to Section 5.04 above if the Servicer
had continued to act as servicer hereunder, together with other servicing
compensation as provided in Sections 7.01 and 7.03 above. In no event shall the
Trustee or the Trust Fund acquire any rights to the Depositor's Yield.
The Trustee also shall have the right to elect to be successor to the
Servicer with respect to less than all of the responsibilities, duties and
liabilities relating thereto placed on the Servicer by the terms and provisions
hereof, and shall be entitled to select such responsibilities and duties (and
related liabilities) and appoint a successor servicer to perform the other
responsibilities (and related liabilities). In the event that the Trustee makes
such election, the aggregate compensation payable to the Trustee and the
successor servicer may be equal to (but shall not be in excess of) that set
forth in Section 7.03, the breakdown of such compensation between the Trustee
and such successor servicer to be determined by them. In the event the Trustee
makes such election, it shall provide prompt written notice to the Depositor,
which notice shall identify the successor servicer, the portion of the
responsibilities, duties and liabilities to be performed by the Trustee and the
Servicer and the portion of the compensation of the Servicer which is to be paid
to each of the Trustee and such successor servicer.
Notwithstanding the above, the Trustee may, if it shall be unwilling to so
act, or shall, if it is unable to so act or if the Majority Certificateholders
of the affected Sub-Pool(s) or the Certificate Insurer so request in writing to
the Trustee, appoint, or petition a court of competent jurisdiction to appoint,
any established mortgage loan servicing institution acceptable to the
Certificate Insurer, which acceptance shall not be unreasonably withheld, that
has a net worth of not less than $15,000,000 and which is approved as a servicer
by FNMA and FHLMC as the successor to the Servicer hereunder in the assumption
of all or any part of the responsibilities, duties or liabilities of the
Servicer hereunder. Any collections received by the Servicer after removal or
resignation shall be endorsed by it to the Trustee and remitted directly to the
Trustee or, at the direction of the Trustee, to the successor servicer. The
compensation of any successor servicer (including, without limitation, the
Trustee) so appointed shall be the aggregate Servicing Fees, together with other
Servicing Compensation in the form of assumption fees, late payment charges or
otherwise. The Trustee and such successor shall take such action, consistent
with this Agreement, as shall be necessary to effectuate any such succession.
The Servicer agrees to cooperate with the Trustee and any successor servicer in
effecting the termination of the Servicer's servicing responsibilities and
rights hereunder and shall promptly provide the Trustee or such successor
servicer, as applicable, all documents and records reasonably requested by it to
enable it to assume the Servicer's functions hereunder and shall promptly also
transfer to the Trustee or such successor servicer, as applicable, all amounts
which then have been or should have been deposited in the related Principal and
Interest Account by the Servicer or which are thereafter received with respect
to the Mortgage Loans. Neither the Trustee nor any other successor servicer
shall be held liable by reason of any failure to make, or any delay in making,
any distribution hereunder or any portion thereof caused by (i) the failure of
the Servicer to deliver, or any delay in delivering, cash, documents or records
to it, or (ii) restrictions imposed by any regulatory authority having
jurisdiction over the Servicer hereunder.
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No appointment of a successor to the Servicer hereunder shall be effective until
the Trustee shall have consented thereto, and written notice of such proposed
appointment shall have been provided by the Trustee to each Certificateholder.
The Trustee shall not resign as successor servicer until another successor
servicer reasonably acceptable to the Certificate Insurer has been appointed.
Pending appointment of a successor to the Servicer hereunder, the Trustee
shall act in such capacity as hereinabove provided. In connection with such
appointment and assumption, the Trustee may make such arrangements for the
compensation of such successor out of payments on Mortgage Loans as it and such
successor shall agree; provided, however, that no such compensation shall be in
excess of that permitted the Servicer pursuant to Section 7.03, together with
other servicing compensation in the form of assumption fees, late payment
charges or otherwise as provided in this Agreement. The Servicer, the Trustee,
any Custodian and such successor shall take such action, consistent with this
Agreement, as shall be necessary to effectuate any such succession.
Section 10.03 Waiver of Defaults.
The Majority Certificateholders with respect to a Sub-Pool, on behalf of
all Certificateholders with respect to such Sub-Pool, and subject to the consent
of the Certificate Insurer, or the Certificate Insurer, may waive any events
permitting removal of the Servicer as servicer with respect to a Sub-Pool
pursuant to this Article X; provided, however, that neither the Majority
Certificateholders nor the Certificate Insurer may waive a default in making a
required distribution on a Certificate without the consent of the Holder of such
Certificate. Upon any waiver of a past default, such default shall cease to
exist, and any Event of Default arising therefrom shall be deemed to have been
remedied for every purpose of this Agreement. No such waiver shall extend to any
subsequent or other default or impair any right consequent thereto except to the
extent expressly so waived. Notice of any such waiver shall be given by the
Trustee to Moody's and S&P.
Section 10.04 Trigger Event.
(a) Upon the determination by the Certificate Insurer that a Trigger Event
with respect to a Sub-Pool has occurred, the Certificate Insurer shall give
notice of such Trigger Event to the Servicer, the other parties hereto, Moody's
and S&P. Upon such determination, the Certificate Insurer may direct the Trustee
to terminate the Servicer with respect to the related Sub-Pool.
(b) Upon receipt of direction to remove the Servicer with respect to the
related Sub-Pool pursuant to the preceding clause (a), the Trustee shall notify
the Servicer that it has been terminated with respect to such Sub-Pool and the
Servicer shall be terminated with respect to such Sub-Pool in the same manner as
specified in Sections 10.01 and 10.02.
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ARTICLE XI
TERMINATION
Section 11.01 Termination.
Subject to Section 11.02, this Agreement shall terminate upon notice to the
Trustee of either: (a) the later of the distribution to Certificateholders of
the final payment or collection with respect to the last Mortgage Loan (or
Monthly Advances of same by the Servicer), or the disposition of all funds with
respect to the last Mortgage Loan and the remittance of all funds due hereunder
and the payment of all amounts due and payable to the Certificate Insurer and
the Trustee or (b) mutual consent of the Servicer, the Certificate Insurer and
all Certificateholders in writing; provided, however, that in no event shall the
Trust established by this Agreement terminate later than the later of (i)
twenty-one years after the death of the last lineal descendant of Joseph P.
Kennedy, late Ambassador of the United States to the Court of St. James's, alive
on the date hereof or (ii) the latest possible maturity date specified in
Section 13.01(l).
Subject to Section 11.02, the Servicer may, at its option, terminate its
rights and obligations under this Agreement (A) with respect to Sub-Pool 1, on
any date on which the Sub-Pool 1 Principal Balance is less than or equal to 5%
of the sum of the Original Sub-Pool 1 Principal Balance and the Original
Pre-Funded Amount with respect to Sub-Pool 1, provided, however that on or prior
to such Remittance Date, (x) the Servicer will have terminated its rights and
obligations under this Agreement with respect to Sub-Pool 2 pursuant to clause
(B) hereof or (y) the Class 1A-6 Principal Balance on such date is less than or
equal to 5% of the Original Class 1A-6 Principal Balance, and (B) with respect
to Sub-Pool 2 on any date on which the Sub-Pool 2 Principal Balance is less than
or equal to 5% of the sum of the Original Sub-Pool 2 Principal Balance and
Original Pre-Funded Amount with respect to Sub-Pool 2, by purchasing, on the
next succeeding Remittance Date, all of the outstanding Mortgage Loans and REO
Properties in such Sub-Pool at a price (the "Termination Price") equal to the
excess, if any, of (1) the sum of (x) 100% of the Principal Balance of each
outstanding Mortgage Loan and each REO Property, and (y) 30 days' interest on
the amount described in clause (x) at a rate equal to, with respect to Sub-Pool
1, the sum of the weighted average of the Class 1A Pass-Through Rates (applied
to the Principal Balances of the Sub-Pool 1 Mortgage Loans) and, with respect to
Sub-Pool 2, a rate equal to the Class 2A Pass-Through Rate (applied to the
Principal Balances of the Sub-Pool 2 Mortgage Loans), over (2) the amounts
(other than the Termination Price being calculated pursuant to this paragraph)
that will constitute the Available Remittance Amount with respect to such
Sub-Pool for such Remittance Date (including without limitation, the amounts to
be transferred to the related Certificate Account on the Determination Date
immediately preceding such Remittance Date pursuant to the second following
paragraph), to the extent such other amounts represent collections on the
Mortgage Loans and REO Properties in such Sub-Pool of principal not yet applied
to reduce the related Principal Balance thereof or interest (adjusted to a rate
equal to, with respect to Sub-Pool 1, the sum of the weighted average of the
Class 1A Pass-Through Rates and, with respect to Sub-Pool 2, the Class 2A
Pass-Through
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Rate accrued from and after the respective Due Dates in the Due Period next
preceding the related Due Period. In connection with any such purchase, the
Servicer shall pay any outstanding and unpaid fees and expenses of the Trustee
and the Certificate Insurer relating to this Agreement that such parties would
otherwise have been entitled to pursuant to Sections 12.05 and 6.03(a), in the
case of the Trustee, and Section 6.04, in the case of the Certificate Insurer.
Any such purchase by the Servicer shall be accomplished by remitting to the
Trustee for deposit into the related Certificate Account on the Determination
Date immediately preceding the Remittance Date on which the purchase is to occur
the amount of the Termination Price. On the same day that the Termination Price
is deposited into the related Certificate Account, any amounts then on deposit
in the Principal and Interest Account with respect to such Sub-Pool (other than
Excess Spread, any amounts not required to have been deposited therein pursuant
to Section 5.03 and any amounts withdrawable therefrom by the Servicer pursuant
to Section 5.04(ii), (iii) and (vii)) shall be transferred to the related
Certificate Account for distribution to the related Certificateholders on the
final Remittance Date; and any amounts received by the Servicer with respect to
the Mortgage Loans and REO Properties in such Sub-Pool subsequent to such
transfer shall belong to the Person purchasing the Mortgage Loans and REO
Properties relating to such Sub-Pool. For purposes of calculating the Available
Remittance Amount with respect to a Sub-Pool for the final Remittance Date,
amounts transferred to the related Certificate Account pursuant to the
immediately preceding sentence on the Determination Date immediately preceding
such final Remittance Date shall in all cases be deemed to have been received
during the related Due Period, and such transfer shall be made pursuant to
Section 5.04(i). The Termination Price remitted to the Trustee for deposit into
the related Certificate Account shall be in proportion to the outstanding
Mortgage Loans and REO Properties in such Sub-Pool.
Notice of any termination, specifying the Remittance Date upon which the
Trust Fund will terminate and the related Certificateholders shall surrender
their Certificates to the Trustee for payment of the final distribution and
cancellation, shall be given promptly by the Servicer by letter to the Trustee
to be forwarded to the related Certificateholders mailed during the month of
such final distribution before the Determination Date in such month, specifying
(i) the Remittance Date upon which final payment of the Certificates will be
made upon presentation and surrender of Certificates at the office of the
Trustee therein designated, (ii) the amount of any such final payment and (iii)
that the Record Date otherwise applicable to such Remittance Date is not
applicable, payments being made only upon presentation and surrender of the
Certificates at the office of the Trustee therein specified. On the final
Remittance Date, the Trustee shall distribute or credit, or cause to be
distributed or credited, the Amount Available for such Remittance Date in
accordance with Section 6.06(c). The obligations of the Certificate Insurer
under this Agreement shall terminate upon the deposit by the Servicer or the
Certificate Insurer, as applicable, with the Trustee of a sum sufficient to
purchase all of the Mortgage Loans and REO Properties as set forth above,
reduction of the Class 1A Principal Balance or the Class 2A Principal Balance to
zero and payment of any amount set forth in clause (c)(vii) of the definition of
Class A Principal Remittance Amount.
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In the event that all of the Certificateholders shall not surrender their
Certificates for cancellation within six months after the time specified in the
above-mentioned written notice, the Servicer shall give a second written notice
to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
six months after the second notice, all of the Certificates shall not have been
surrendered for cancellation, the Trustee may take appropriate steps, or may
appoint an agent to take appropriate steps, to contact the remaining
Certificateholders concerning surrender of their Certificates and the cost
thereof shall be paid out of the funds and other assets of the Trust Fund which
remain subject hereto. If within nine months after the second notice all the
Certificates shall not have been surrendered for cancellation, the Class R
Certificateholders shall be entitled to all unclaimed funds and other assets of
the Trust Fund which remain subject hereto and the Trustee upon transfer of such
funds shall be discharged of any responsibility for such funds and the
Certificateholders shall look to the Class R Certificateholders for payment.
Section 11.02 Additional Termination Requirements.
(a) In the event the Servicer exercises its purchase option as provided in
Section 11.01 above, the Trust Fund shall be terminated in accordance with the
following additional requirements, unless the Trustee has been furnished with an
Opinion of Counsel to the effect that the failure of the Trust Fund to comply
with the requirements of this Section 11.02 will not (i) result in the
imposition of taxes on "prohibited transactions" of the Trust Fund as defined in
Section 860F of the Code, or (ii) cause the Trust Fund REMIC to fail to qualify
as a REMIC at any time that any Class A Certificates are outstanding:
(i) The Servicer shall establish a 90-day liquidation period for the
Trust Fund REMIC, and specify the first day of such period in a statement
attached to the Trust Fund REMIC's final Tax Return pursuant to Treasury
regulations Section 1.860F-1. The Servicer also shall satisfy all of the
requirements of a qualified liquidation for the Trust Fund REMIC, under
Section 860F of the Code and the regulations thereunder;
(ii) The Servicer shall notify the Trustee at the commencement of such
90-day liquidation period and, at or prior to the time of making of the
final payment on the Certificates, the Servicer shall sell or otherwise
dispose of all of the remaining assets of the Trust Fund REMIC, in
accordance with the terms hereof; and
(iii) At the time of the making of the final payment on the
Certificates, the Trustee shall distribute or credit, or cause to be
distributed or credited, to the Class R Certificateholders all cash on hand
(other than cash retained to meet claims), and the Trust Fund REMIC shall
terminate at that time.
(b) By their acceptance of the Certificates, the Holders thereof hereby
authorize the Servicer, if it chooses to do so, to specify the 90-day
liquidation period on the final Tax
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Return of the Trust Fund REMIC, which authorization shall be binding upon all
successor Certificateholders.
Section 11.03 Depositor's Right to Depositor's Yield Absolute.
The Depositor's right to receive the Depositor's Yield with respect to each
Mortgage Loan shall be absolute and unconditional, and shall survive
notwithstanding the termination of the rights and obligations of the Servicer
hereunder, the resignation of the Servicer or the termination of this Agreement.
The Depositor's right to receive the Depositor's Yield shall not be subject to
offset or counterclaim, whether or not such right has been assigned in whole or
in part, notwithstanding any breach of any representation or warranty of the
Depositor under this Agreement or any default by the Depositor of any of its
obligations or covenants under this Agreement. The Depositor shall have the
right to assign any or all of its rights in and to the Depositor's Yield,
without notice to or the consent of any party of this Agreement or any
Certificateholder.
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ARTICLE XII
THE TRUSTEE
Section 12.01 Duties of Trustee.
The Trustee, prior to the occurrence of an Event of Default and after the
curing of all Events of Default which may have occurred, undertakes to perform
such duties and only such duties as are specifically set forth in this
Agreement. If an Event of Default of which a Responsible Officer of the Trustee
shall have actual knowledge has occurred and has not been cured or waived, the
Trustee shall, except in those cases in which it is required by the terms of
this Agreement to follow the direction of the Certificate Insurer or the Rating
Agencies, exercise such of the rights and powers vested in it by this Agreement,
and use the same degree of care and skill in its exercise as a prudent person
would exercise or use under the circumstances in the conduct of such person's
own affairs.
The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement, provided, however that the
Trustee shall not be responsible for the accuracy or content of any resolution,
certificate, statement, opinion, report, document, order or other instrument
furnished by the Servicer or the Depositor hereunder. If any such instrument is
found not to conform to the requirements of this Agreement, the Trustee shall
notify the Certificate Insurer and request written instructions as to the action
the Certificate Insurer deems appropriate to have the instrument corrected, and
if the instrument is not so corrected, the Trustee will provide notice thereof
to the Certificate Insurer who shall then direct the Trustee as to the action,
if any, to be taken.
No provision of this Agreement shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure to act or
its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default, and after the
curing of all such Events of Default which may have occurred, the duties
and obligations of the Trustee shall be determined solely by the express
provisions of this Agreement, the Trustee shall not be liable except for
the performance of such duties and obligations as are specifically set
forth in this Agreement, no implied covenants or obligations shall be read
into this Agreement against the Trustee and, in the absence of bad faith on
the part of the Trustee, the Trustee may conclusively rely, as to the truth
of the statements and the correctness of the opinions expressed therein,
upon any resolutions, certificates, statements or opinions, reports,
documents, orders or instruments furnished to the Trustee and conforming to
the requirements of this Agreement;
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(ii) The Trustee shall not be personally liable for an error of
judgment made in good faith by a Responsible Officer or other officers of
the Trustee, unless it shall be proved that the Trustee was negligent in
ascertaining the pertinent facts;
(iii) The Trustee shall not be personally liable with respect to any
action taken, suffered or omitted to be taken by it in good faith in
accordance with this Agreement or at the direction of the Certificate
Insurer, the Class 1A Majority Certificateholders and the Class 2A Majority
Certificateholders or any of them relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising or omitting to exercise any trust or power conferred upon the
Trustee, under this Agreement;
(iv) The Trustee shall not be required to take notice or be deemed to
have notice or knowledge of any default or Event of Default (except a
default or Event of Default set forth under Section 10.01(i)(A) or
10.01(i)(C) unless a Responsible Officer of the Trustee shall have actual
knowledge thereof or have received written notice thereof. In the absence
of receipt of such notice, the Trustee may conclusively assume that there
is no default or Event of Default;
(v) The Trustee shall not be required to expend or risk its own funds
or otherwise incur financial liability for the performance of any of its
duties hereunder or the exercise of any of its rights or powers if there is
reasonable ground for believing that the repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured
to it and none of the provisions contained in this Agreement shall in any
event require the Trustee to perform, or be responsible for the manner of
performance of, any of the obligations of the Servicer under this Agreement
except during such time, if any, as the Trustee shall be the successor to,
and be vested with the rights, duties, powers and privileges of, the
Servicer in accordance with the terms of this Agreement;
(vi) Subject to any express requirement of this Agreement and until
such time as the Trustee shall be the successor to the Servicer and without
otherwise limiting the generality of this Section, the Trustee shall have
no duty (A) to see to any recording, filing, or depositing of this
Agreement or any agreement referred to herein or any financing statement or
continuation statement evidencing a security interest, or to see to the
maintenance of any such recording or filing or depositing or to any
rerecording, refiling or redepositing of any thereof, (B) to see to any
insurance, (C) to see to the payment or discharge of any tax, assessment,
or other governmental charge or any lien or encumbrance of any kind owing
with respect to, assessed or levied against, any part of the Trust Fund,
(D) to confirm or verify the contents of any reports or certificates of any
Servicer
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delivered to the Trustee pursuant to this Agreement believed by the
Trustee to be genuine and to have been signed or presented by the proper
party or parties; and
(vii) The Trustee shall not be deemed a fiduciary for the Certificate
Insurer in its capacity as such, except to the extent the Certificate
Insurer has made an Insured Payment and is thereby subrogated to the rights
of the Certificateholders with respect thereto.
Section 12.02 Certain Matters Affecting the Trustee.
(a) Except as otherwise provided in Section 12.01:
(i) The Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, Officers' Certificate, Opinion
of Counsel, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, appraisal,
bond or other paper or document believed by it to be genuine and to have
been signed or presented by the proper party or parties;
(ii) The Trustee may consult with counsel and any advice or opinion of
counsel shall be full and complete authorization and protection in respect
of any action taken or suffered or omitted by it hereunder in good faith
and in accordance with such advice or opinion of counsel;
(iii) The Trustee shall be under no obligation to exercise any of the
trusts or powers vested in it by this Agreement or to institute, conduct or
defend by litigation hereunder or in relation hereto at the request, order
or direction of the Certificate Insurer or any of the Certificateholders,
pursuant to the provisions of this Agreement, unless such
Certificateholders or the Certificate Insurer, as applicable, shall have
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which may be incurred therein or thereby; except
in those cases in which the Trustee is required by the terms of this
Agreement to follow the direction of the Certificate Insurer, the Class 1A
Majority Certificateholders or the Class 2A Majority Certificateholders
nothing contained herein shall, however, relieve the Trustee of the
obligation, upon the occurrence of an Event of Default (which has not been
cured), to exercise such of the rights and powers vested in it by this
Agreement, and to use the same degree of care and skill in its exercise as
a prudent person would exercise or use under the circumstances in the
conduct of such person's own affairs;
(iv) The Trustee shall not be personally liable for any action taken,
suffered or omitted by it in good faith and believed by it to be authorized
or within the discretion or rights or powers conferred upon it by this
Agreement;
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(v) Prior to the occurrence of an Event of Default hereunder and after
the curing of all Events of Default which may have occurred, the Trustee
shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion,
report, notice, request, consent, order, approval, bond or other paper or
document, unless requested in writing to do so by the Certificate Insurer,
the Class 1A Majority Certificateholders or the Class 2A Majority
Certificateholders; provided, however, that if the payment within a
reasonable time to the Trustee of the costs, expenses or liabilities likely
to be incurred by it in the making of such investigation is, in the opinion
of the Trustee, not reasonably assured to the Trustee by the security
afforded to it by the terms of this Agreement, the Trustee may require
reasonable indemnity against such cost, expense or liability as a condition
to taking any such action. The reasonable expense of every such examination
shall be paid by the Servicer or, if paid by the Trustee, shall be repaid
by the Servicer upon demand from such Servicer's own funds;
(vi) The right of the Trustee to perform any discretionary act
enumerated in this Agreement shall not be construed as a duty, and the
Trustee shall not be answerable for other than its negligence or willful
misconduct in the performance of such act;
(vii) The Trustee shall not be required to give any bond or surety in
respect of the execution of the Trust created hereby or the powers granted
hereunder; and
(viii) The Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through agents or
attorneys.
(b) Following the Startup Day, the Trustee shall not knowingly accept any
contribution of assets to the Trust Fund REMIC, unless the Trustee shall have
received from the Depositor an Opinion of Counsel to the effect that the
inclusion of such assets in the Trust Fund REMIC will not cause the Trust Fund
REMIC to fail to qualify as a REMIC at any time that any of the Certificates are
outstanding or subject the Trust Fund REMIC to any tax under the REMIC
Provisions or other applicable provisions of federal, state and local law or
ordinances.
Section 12.03 Trustee Not Liable for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates (other than the
certificate of authentication on the Certificates) shall be taken as the
statements of the Depositor, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Agreement or of the Certificates or of any Mortgage Loan or
related document (including any document comprising a part of the Mortgage
File). The Trustee shall not be accountable for the use or application by the
Depositor of any of the Certificates or of the proceeds of such Certificates, or
for the use or application of any funds paid to the Servicer in respect of the
Mortgage Loans or deposited in or withdrawn by any
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Servicer from the Principal and Interest Accounts. The Trustee shall not be
responsible for the legality or validity of the Agreement or the validity,
priority, perfection or sufficiency of the security for the Certificates issued
or intended to be issued hereunder. The Trustee shall have no responsibility for
filing any financing or continuation statement in any public office at any time
or to otherwise perfect or maintain the perfection of any security interest or
lien granted to it hereunder (unless the Trustee shall have become the successor
to the Servicer) or to prepare or file any Securities and Exchange Commission
filing for the Trust Fund or to record this Agreement.
Section 12.04 Trustee May Own Certificates.
The Trustee in its individual or any other capacity may become the owner or
pledgee of Certificates with the same rights it would have if it were not
Trustee, and may otherwise deal with the parties hereto.
Section 12.05 Servicer to Pay Trustee's Fees and Expenses.
The Servicer and the Depositor, jointly and severally, covenant and agree
to pay to the Trustee annually, from amounts on deposit in the Trustee Expense
Accounts, and the Trustee shall be entitled to, reasonable compensation (which
shall not be limited by any provision of law in regard to the compensation of a
trustee of an express trust) for all routine services rendered by it in the
execution of the trusts hereby created and in the exercise and performance of
any of the powers and routine duties hereunder of the Trustee, and the Servicer
and the Depositor will pay or reimburse the Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by the Trustee
in accordance with any of the provisions of this Agreement (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all persons not regularly in its employ) except any such expense, disbursement
or advance as may arise from its negligence or bad faith, provided that the
Trustee shall have no lien on the Trust Fund, other than the Trustee Expense
Accounts, for the payment of its fees and expenses. To the extent that actual
fees and expenses of the Trustee exceed the Annual Trustee Expense Amounts, the
Servicer and/or the Depositor shall reimburse the Trustee for such shortfall out
of its own funds without reimbursement therefor, except as provided in Section
6.03. The Trustee and any director, officer, employee or agent of the Trustee
shall be indemnified, jointly and severally, by the Servicer and the Depositor
and held harmless against any loss, liability or expense (i) incurred in
connection with any legal action relating to this Agreement or the Certificates,
other than any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or negligence in the performance of duties hereunder, and
(ii) resulting from any error in any tax or information return prepared by the
Servicer. The obligations of the Servicer and the Depositor under this Section
12.05 shall survive termination of the initial Servicer and payment of the
Certificates with respect to any Sub-Pool, and shall extend to any co-trustee or
separate-trustee appointed pursuant to this Article XII.
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Section 12.06 Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be (i) a bank organized and doing
business under the laws of any state or the United States of America, (ii)
authorized under such laws to exercise corporate trust powers, including taking
title to the Trust Fund assets on behalf of the Certificateholders, (iii) having
a combined capital and surplus of at least $50,000,000, (iv) whose long-term
deposits shall be rated at least "BBB" by S&P and Baa2 by Moody's (except as
provided herein) or such lower long-term deposit rating by S&P as may be
approved in writing by the Certificate Insurer and S&P or the Certificate
Insurer and Moody's, as the case may be (v) is subject to supervision or
examination by federal or state authority and (vi) is reasonably acceptable to
the Certificate Insurer as evidenced in writing. If such bank publishes reports
of condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section 12.06 shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published. In case at any time
the Trustee shall cease to be eligible in accordance with the provisions of this
Section 12.06, the Trustee shall resign immediately in the manner and with the
effect specified in Section 12.07 hereof.
Section 12.07 Resignation and Removal of the Trustee.
The Trustee may at any time resign and be discharged from the trusts hereby
created by giving written notice thereof to the Servicer, the Rating Agencies
and the Certificate Insurer, not less than 60 days before the date specified in
such notice when such resignation is to take effect. Upon receiving such notice
of resignation, the Servicer shall promptly appoint a successor trustee which
satisfies the eligibility requirements of Section 12.06 by written instrument,
in duplicate, which instrument shall be delivered to the resigning Trustee and
to the successor trustee. A copy of such instrument shall be delivered to the
Certificateholders and the Certificate Insurer by the Servicer. Unless a
successor trustee shall have been so appointed and have accepted appointment
within 60 days after the giving of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of
a successor trustee.
If at any time the Trustee shall cease to be eligible in accordance with
the provisions of Section 12.06 and shall fail to resign after written request
therefor by any Servicer, or the Certificate Insurer, or if at any time the
Trustee shall become incapable of acting, or shall be adjudged bankrupt or
insolvent, or a receiver of the Trustee or of its property shall be appointed,
or any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, then the Servicer or the Certificate Insurer may remove the Trustee
and the Servicer shall, within 30 days after such removal, appoint, subject to
the approval of the Certificate Insurer, which approval shall not be
unreasonably withheld, a successor trustee which satisfies the eligibility
requirements of Section 12.06 by written instrument, in duplicate, which
instrument shall be delivered to the Trustee so removed and to the successor
trustee. A copy of such instrument shall be delivered to the Certificateholders,
each Rating Agency and the Certificate Insurer by the successor trustee.
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If the Trustee fails to perform in accordance with the terms of this
Agreement, the Class 1A Majority Certificateholders and the Class 2A Majority
Certificateholders or the Certificate Insurer may remove the Trustee and appoint
a successor trustee by written instrument or instruments, in triplicate, signed
by such Holders or their attorneys-in-fact duly authorized, one complete set of
which instruments shall be delivered to the Servicer, one complete set to the
Trustee so removed and one complete set to the successor Trustee so appointed. A
copy of such instrument shall be delivered to the Certificate Insurer by the
Servicer.
The Depositor may, in its discretion, remove the Trustee with the consent
of the Certificate Insurer, which consent shall not be unreasonably withheld,
without cause. The Servicer shall, within 30 days after such removal, appoint,
subject to the approval of the Certificate Insurer, which approval shall not be
unreasonably withheld, a successor trustee which satisfies the eligibility
requirements of Section 12.06 by written instrument, in duplicate, which
instrument shall be delivered to the Trustee so removed and to the successor
trustee. A copy of such instrument shall be delivered to the Certificateholders,
each Rating Agency and the Certificate Insurer by the successor trustee.
Any resignation or removal of the Trustee and appointment of a successor
trustee pursuant to any of the provisions of this Section shall become effective
upon acceptance of appointment by the successor trustee which satisfies the
eligibility requirements of Section 12.06 as provided in Section 12.08.
Section 12.08 Successor Trustee.
Any successor trustee appointed as provided in Section 12.07 shall execute,
acknowledge and deliver to the Servicer and to its predecessor trustee an
instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor trustee shall become effective and such successor
trustee, without any further act, deed or conveyance, shall become fully vested
with all the rights, powers, duties and obligations of its predecessor
hereunder, with the like effect as if originally named as trustee herein. The
predecessor trustee shall, to the extent necessary, deliver to the successor
trustee, or Custodian, if any, all Mortgage Files and related documents and
statements held by it hereunder, and the Servicer and the predecessor trustee
shall execute and deliver such instruments and do such other things as may
reasonably be required for more fully and certainly vesting and confirming in
the successor trustee all such rights, powers, duties and obligations.
No successor trustee shall accept appointment as provided in this Section
12.08 unless at the time of such acceptance such successor trustee shall be
eligible under the provisions of Section 12.06 and its appointment shall not
adversely affect the then current rating of the Certificates.
Upon acceptance of appointment by a successor trustee as provided in this
Section 12.08, the Servicer shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates at their addresses as shown in the
Certificate Register. If the Servicer fails to
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mail such notice within 10 days after acceptance of appointment by the successor
trustee, the successor trustee shall cause such notice to be mailed at the
expense of the Servicer.
Section 12.09 Merger or Consolidation of Trustee.
Any Person into which the Trustee may be merged or converted or with which
it may be consolidated or any corporation or banking association resulting from
any merger, conversion or consolidation to which the Trustee shall be a party,
or any corporation or bank succeeding to all or substantially all of the
corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder, provided such corporation or bank shall be eligible under the
provisions of Section 12.06, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding.
Section 12.10 Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions hereof, at any time, for the purpose
of meeting any legal requirements of any jurisdiction in which any part of the
Trust Fund or property securing the same may at the time be located, the
Servicer and the Trustee acting jointly shall have the power and shall execute
and deliver all instruments to appoint one or more Persons approved by the
Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund, and
to vest in such Person or Persons, in such capacity, such title to the Trust
Fund, or any part thereof, and, subject to the other provisions of this Section
12.10, such powers, duties, obligations, rights and trusts as the Servicer and
the Trustee may consider necessary or desirable. Any such co-trustee or separate
trustee shall be approved by the Certificate Insurer. If the Servicer shall not
have joined in such appointment within 15 days after the receipt by it of a
request so to do, or in case an Event of Default shall have occurred and be
continuing, the Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 12.06 and no notice to Holders
of Certificates of the appointment of co-trustee(s) or separate trustee(s) shall
be required under Section 12.08.
In the case of any appointment of a co-trustee or separate trustee pursuant
to this Section 12.10, all rights, powers, duties and obligations conferred or
imposed upon the Trustee shall be conferred or imposed upon and exercised or
performed by the Trustee and such separate trustee or co-trustee jointly, except
to the extent that under any law of any jurisdiction in which any particular act
or acts are to be performed (whether as Trustee hereunder or as successor to the
Servicer hereunder), the Trustee shall be incompetent or unqualified to perform
such act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Trust Fund or any portion thereof in any
such jurisdiction) shall be exercised and performed by such separate trustee or
co-trustee at the direction of the Trustee.
Any notice, request or other writing given to the Trustee shall be deemed
to have been given to each of the then separate trustees and co-trustees, as
effectively as if given to each
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of them. Every instrument appointing any separate trustee or co-trustee shall
refer to this Agreement and the conditions of this Article XII. Each separate
trustee and co-trustee, upon its acceptance of the trusts conferred, shall be
vested with the estates or property specified in its instrument of appointment,
either jointly with the Trustee or separately, as may be provided therein,
subject to all the provisions of this Agreement, specifically including every
provision of this Agreement relating to the conduct of, affecting the liability
of, or affording protection to, the Trustee. Every such instrument shall be
filed with the Trustee, and a copy thereof shall be forwarded by the Trustee to
the Certificate Insurer.
Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. The Trustee shall not be responsible
for any action or inaction of any such separate trustee or co-trustee. If any
separate trustee or co-trustee shall die, become incapable of acting, resign or
be removed, all of its estates, properties, rights, remedies and trusts shall
vest in and be exercised by the Trustee, to the extent permitted by law, without
the appointment of a new or successor trustee.
Section 12.11 Tax Returns.
The Trustee, upon request, will promptly furnish the Servicer with all such
information as may reasonably be required in connection with the Servicer's
preparation of all Tax Returns of the Trust Fund REMIC or for the purpose of the
Servicer's responding to reasonable requests for information made by
Certificateholders in connection with tax matters and, within five (5) Business
Days of a request therefor, shall (i) sign on behalf of the Trust Fund REMIC any
Tax Return that the Trustee is required to sign pursuant to applicable federal,
state or local tax laws, and (ii) cause such Tax Return to be returned in a
timely manner to the Servicer for distribution to Certificateholders or filed
with a government authority if required.
Section 12.12 Appointment of Custodians.
The Trustee may, with the consent of the Servicer and the Certificate
Insurer, appoint one or more Custodians to hold all or a portion of the
Trustee's Mortgage Files as agent for the Trustee, by entering into a Custodial
Agreement. Subject to this Article XII, the Trustee agrees to comply with the
terms of each Custodial Agreement and to enforce the terms and provisions
thereof against the Custodian for the benefit of the Certificateholders and the
Certificate Insurer. Each Custodian shall be a depository institution subject to
supervision by federal or state authority and shall be qualified to do business
in the jurisdiction in which it holds any Trustee's Mortgage File. Each
Custodial Agreement may be amended only as provided in Section 14.02.
Section 12.13 Trustee May Enforce Claims Without Possession of
Certificates.
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All rights of action and claims under this Agreement or the Certificates
may be prosecuted and enforced by the Trustee without the possession of any of
the Certificates or the production thereof in any proceeding relating thereto,
any such proceeding instituted by the Trustee shall be brought in its own name
or in its capacity as Trustee. Any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, be for the ratable benefit of
the Certificateholders in respect of which such judgment has been recovered.
Section 12.14 Suits for Enforcement.
In case an Event of Default or other default by the Servicer hereunder
shall occur and be continuing, the Trustee, in its discretion, but subject to
Section 10.01, may proceed to protect and enforce its rights and the rights of
the Certificateholders under this Agreement by a suit, action or proceeding in
equity or at law or otherwise, whether for the specific performance of any
covenant or agreement contained in this Agreement or in aid of the execution of
any power granted in this Agreement or for the enforcement of any other legal,
equitable or other remedy, as the Trustee, being advised by counsel, shall deem
most effectual to protect and enforce any of the rights of the Trustee or the
Certificateholders.
Section 12.15 Control of Remedies by Certificate Insurer and
Certificateholders.
Notwithstanding anything herein to the contrary, the Certificate Insurer or
the Class 1A and Class 2A Majority Certificateholders, with the consent of the
Certificate Insurer, may direct the time, method and place of conducting any
proceeding relating to the Trust Fund or the Certificates or for any remedy
available to the Trustee with respect to the Certificates or exercising any
trust or power conferred on the Trustee with respect to the Certificates or the
Trust Fund; provided, that:
(i) such direction shall not be unlawful or in conflict with this
Agreement;
(ii) the Trustee shall have been provided with indemnity satisfactory
to it;
(iii) the Trustee may take any other action deemed proper by the Trustee
which is not inconsistent with such direction; and
(iv) that the Trustee need not take any action which it determines might
involve it in liability or may be unjustly prejudicial to the Holders not so
directing.
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ARTICLE XIII
REMIC PROVISIONS
Section 13.01 REMIC Administration.
(a) The Servicer shall make an election to treat the Trust Fund REMIC as a
REMIC under the Code and, if necessary, under applicable state law. Such
elections will be made on Form 1066 or other appropriate federal tax or
information return or any appropriate state return for the taxable year ending
on the last day of the calendar year in which the Certificates are issued. For
the purposes of the REMIC election in respect of the Trust Fund REMIC, the Class
1A-1, Class 1A-2, Class 1A-3, Class 1A-4, Class 1A-5, Class 1A-6 and Class 2A
Certificates (exclusive of the right to receive Supplemental Interest) shall be
designated as the "regular interests" and the Class R Certificates shall be
designated as the sole class of "residual interests" in the Trust Fund REMIC.
The Servicer shall not permit the creation of any "interests" in the Trust Fund
REMIC (within the meaning of Section 860G of the Code) other than the interests
represented by the Certificates.
(b) The Closing Date is hereby designated as the "Startup Day" of the Trust
Fund REMIC within the meaning of Section 860G(a)(9) of the Code.
(c) The Servicer shall hold the Tax Matters Person Residual Interest
Certificate representing a 0.01% Percentage Interest of the Class R Certificates
and is designated as the Tax Matters Person of the Trust Fund REMIC, as provided
under Treasury regulations Section 1.860F-4(d) and temporary Treasury
regulations Section 301.6231(a)(7)-1T. The Servicer, as Tax Matters Person,
shall (i) act on behalf of the Trust Fund REMIC, in relation to any tax matter
or controversy involving such REMIC and (ii) represent the Trust Fund REMIC in
any administrative or judicial proceeding relating to an examination or audit by
any governmental taxing authority with respect thereto. To the extent authorized
under the Code and the regulations promulgated thereunder, each Holder of a
Class R Certificate hereby irrevocably appoints and authorizes the Servicer to
be its attorney-in-fact for purposes of signing any Tax Returns required to be
filed on behalf of the Trust Fund REMIC. The legal expenses and costs of any
such action described in this subsection and any liability resulting therefrom
shall constitute Servicing Advances and the Servicer shall be entitled to
reimbursement therefor unless such legal expenses and costs are incurred by
reason of the Servicer's willful misfeasance, bad faith or gross negligence.
(d) The Servicer shall prepare or cause to be prepared all of the Tax
Returns in respect of the Trust Fund REMIC created hereunder and deliver such
Tax Returns to the Trustee for signing and the Trustee shall sign and promptly
return to the Servicer for filing such Tax Returns in order that the Servicer
may file such Tax Returns in a timely manner. The expenses of preparing and
filing such returns shall be borne by the Servicer without any right of
reimbursement therefor.
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(e) The Servicer shall perform on behalf of the Trust Fund all reporting
and other tax compliance duties that are the responsibility of the Trust Fund
under the Code, REMIC Provisions or other compliance guidance issued by the
Internal Revenue Service or any state or local taxing authority. Among its other
duties, as required by the Code, the REMIC Provisions or other such compliance
guidance, the Servicer shall provide (i) to any Transferor of a Class R
Certificate such information as is necessary for the application of any tax
relating to the transfer of a Class R Certificate to any Person who is not a
Permitted Transferee, (ii) to Certificateholders such information or reports as
are required by the Code or the REMIC Provisions including reports relating to
interest, original issue discount and market discount or premium (using the
Prepayment Assumption) and (iii) to the Internal Revenue Service the name,
title, address and telephone number of the person who will serve as the
representative of the Trust Fund.
(f) To the extent that the affairs of the Trust Fund are within its control
and the scope of its specific responsibilities under this Agreement, the
Servicer shall take such action and shall cause the Trust Fund REMIC created
under this Agreement to take such action as shall be reasonably necessary to
create or maintain the status thereof as a REMIC under the REMIC Provisions (and
the Trustee shall assist it, to the extent reasonably requested by it). The
Servicer shall not knowingly or intentionally take any action, cause the Trust
Fund REMIC to take any action or fail to take (or fail to cause to be taken) any
action that, under the REMIC Provisions, if taken or not taken, as the case may
be, could (i) endanger the status of the Trust Fund REMIC as a REMIC or (ii)
result in the imposition of a tax upon the Trust Fund REMIC (including but not
limited to the tax on prohibited transactions as defined in Section 860F(a)(2)
of the Code and the tax on contributions to a REMIC set forth in Section 860G(d)
of the Code) (either such event, an "Adverse REMIC Event") unless the Servicer
has received an Opinion of Counsel to the effect that the contemplated action
will not, with respect to the Trust Fund REMIC created hereunder, endanger such
status or result in the imposition of such a tax. If the Servicer has delivered
to the Trustee an Opinion of Counsel indicating that an action or omission of
the Trustee not otherwise required hereby may result in an Adverse REMIC Event,
the Trustee shall not take such action, or omit taking such action, as the case
may be. In addition, prior to taking any action with respect to the Trust Fund
REMIC or its assets, or causing the Trust Fund REMIC to take any action, which
is not expressly permitted under the terms of this Agreement, the Trustee shall
consult with the Servicer or its designee with respect to whether such action
may cause an Adverse REMIC Event and the Trustee shall not take any such action
or cause the Trust Fund REMIC to take any such action as to which the Servicer
has advised it in writing that an Adverse REMIC Event may occur. If the Trustee
so consults with the Servicer and the Servicer fails to respond within three
Business Days, the Trustee may take such action, provided that such action would
not otherwise constitute a breach of this Agreement. The Servicer may consult
with counsel as to the rendering of such written advice, and the cost of such
consultation and the production of any Opinions of Counsel, or written advice,
shall be borne by the party seeking to take the action not otherwise permitted
by this Agreement; provided, however that in no event shall the Trustee be
liable or responsible for such costs. The Trustee may conclusively presume that
any action taken or omitted at the written direction or request of the Servicer
will not result in an Adverse REMIC Event, and the Trustee shall not
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be liable or responsible for any Adverse REMIC Event arising out of or resulting
from any such action or omission.
(g) In the event that any tax is imposed on "prohibited transactions" of
the Trust Fund REMIC created hereunder as defined in Section 860F(a)(2) of the
Code, on "net income from foreclosure property" of the Trust Fund REMIC, as
defined in Section 860G(c) of the Code, on any contributions to the Trust Fund
REMIC after the Startup Day pursuant to Section 860G(d) of the Code, or any
other tax is imposed by the Code or any applicable provisions of state or local
tax laws, such tax shall be charged (i) against the party the actions of which
gave rise to such taxes and (ii) otherwise against amounts on deposit in the
related Certificate Account and shall be paid by withdrawal therefrom.
(h) On or before April 15 of each calendar year, commencing April 15, 1997,
the Servicer shall deliver to the Trustee a Certificate from a Responsible
Officer of the Servicer stating the Servicer's compliance with this Article
XIII.
(i) The Trustee and the Servicer shall, for federal income tax purposes,
maintain books and records with respect to the Trust Fund REMIC on a calendar
year and on an accrual basis, to the extent such books and records are
maintained pursuant to this Agreement.
(j) After the 90-day period commencing on the Startup Day, the Servicer
shall not accept any contributions of assets to the Trust Fund REMIC, unless it
shall have received an Opinion of Counsel to the effect that the inclusion of
such assets in the Trust Fund will not cause the Trust Fund REMIC to fail to
qualify as a REMIC at any time that any Certificates are outstanding or subject
the Trust Fund REMIC to any tax under the REMIC Provisions or other applicable
provisions of federal, state and local law or ordinances.
(k) Neither the Servicer nor the Trustee shall enter into any arrangement
by which the Trust Fund REMIC will receive a fee or other compensation for
services nor permit the Trust Fund REMIC to receive any income from assets other
than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or
"permitted investments" as defined in Section 860G(a)(5) of the Code.
(l) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the "latest possible maturity date" of the Class A Certificates and
the date by which the Class 1A Principal Balance and the Class 2A Principal
Balance would be reduced to zero is September 25, 2026 which is the Remittance
Date immediately following the latest scheduled maturity of any Mortgage Loan.
(m) Upon any termination of, or appointment of any successor to, the
Servicer with respect to the last Sub-Pool covered under this Agreement
hereunder, the Servicer shall promptly, upon the request of the Trustee,
transfer all of the related Tax Matters Person Residual Interest Certificates to
the successor Servicer. If a successor Servicer has not been appointed by the
Trustee, the Servicer shall promptly, upon the request of the Trustee, transfer
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all of the related Tax Matters Person Residual Interest Certificates to the
Depositor who shall serve as the related Tax Matters Person until such time as
the Trustee appoints a successor Servicer. Any entity appointed by the Trustee
as successor Servicer shall agree to hold the related Tax Matters Person
Residual Interest Certificates as a condition to its appointment as Servicer.
(n) All expenses incurred by the Servicer in performing its duties under
this Article XIII (other than as provided in Section 13.01(d) and expenses for
salaries of its own employees and overhead) shall constitute Servicing Advances
under this Agreement.
Section 13.02 Prohibited Transactions and Activities.
Neither the Depositor, the Trustee nor the Servicer shall sell, dispose of
or substitute for any of the Mortgage Loans (except in connection with (i) the
foreclosure of a Mortgage Loan, including but not limited to, the acquisition or
sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the
bankruptcy of the Trust Fund, (iii) the termination of the Trust Fund REMIC
pursuant to Article XI or (iv) a purchase of Mortgage Loans pursuant to Articles
II or III), nor acquire any assets for the Trust Fund, nor sell or dispose of
any investments in the Certificate Account for gain, nor accept any
contributions to the Trust Fund REMIC after the Closing Date unless it has
received an Opinion of Counsel (at the expense of the party seeking to cause
such sale, disposition, substitution or acquisition) indicating that such sale,
disposition, substitution or acquisition will not (a) affect adversely the
status of the Trust Fund REMIC as a REMIC or (b) cause the Trust Fund REMIC to
be subject to a tax on "prohibited transactions" or "contributions" pursuant to
the REMIC Provisions.
Section 13.03 Servicer and Trustee Indemnification.
(a) The Trustee agrees to indemnify the Trust Fund, the Depositor and the
Servicer for any taxes and costs including, without limitation, any reasonable
attorneys' fees imposed on or incurred by the Trust Fund, the Depositor or the
Servicer, as a result of a breach of the Trustee's covenants set forth in
Article XII or this Article XIII.
(b) The Servicer agrees to indemnify the Trust Fund, the Depositor and the
Trustee for any taxes and costs including, without limitation, any reasonable
attorneys' fees imposed on or incurred by the Trust Fund, the Depositor or the
Trustee, as a result of a breach of the Servicer's covenants set forth in
Articles V, VII, IX or this Article XIII with respect to compliance with the
REMIC Provisions, including without limitation, any penalties arising from the
Trustee's execution of Tax Returns prepared by the Servicer that contain
material errors or omissions.
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ARTICLE XIV
MISCELLANEOUS PROVISIONS
Section 14.01 Acts of Certificateholders.
Except as otherwise specifically provided herein, whenever
Certificateholder action, consent or approval is required under this Agreement,
such action, consent or approval shall be deemed to have been taken or given on
behalf of, and shall be binding upon, all Certificateholders with respect to a
Sub-Pool if the Majority Certificateholders of the related Sub-Pool agree to
take such action or give such consent or approval.
Section 14.02 Amendment.
(a) This Agreement may be amended from time to time by the Depositor, the
Trustee and the Servicer by written agreement upon the prior written consent of
the Certificate Insurer, without notice to or consent of the Certificateholders,
to cure any error or ambiguity, to correct or supplement any provisions herein
which may be inconsistent with any other provisions hereof, to evidence any
succession to the Servicer, to comply with any changes in the Code, to amend
this Agreement to modify, eliminate or add to any of its provisions to such
extent as shall be necessary or appropriate to maintain the qualification of the
Trust Fund REMIC as a REMIC under the Code or to make any other provisions with
respect to matters or questions arising under this Agreement which shall not be
inconsistent with the provisions of this Agreement, or any Custodial Agreement;
provided, however, that such action shall not, as evidenced by an Opinion of
Counsel, at the expense of the party requesting the change, delivered to the
Trustee, adversely affect in any material respect the interests of any
Certificateholder; and provided further, that no such amendment shall reduce in
any manner the amount of, or delay the timing of, payments received on Mortgage
Loans which are required to be distributed on any Certificate without the
consent of the Holder of such Certificate, or change the rights or obligations
of any other party hereto without the consent of such party. The Trustee shall
give prompt written notice to the Rating Agencies of any amendment made pursuant
to this Section 14.02.
(b) This Agreement may be amended from time to time by the Depositor, the
Trustee and the Servicer and with the consent of the Certificate Insurer and (i)
the Class 1A Majority Certificateholders in the case of an amendment affecting
the Class 1A Certificates and (ii) the Class 2A Majority Certificateholders in
the case of an amendment affecting the Class 2A Certificates; provided, however,
that no such amendment shall be made unless the Trustee receives an Opinion of
Counsel, at the expense of the party requesting the change, that such change
will not adversely affect the status of the Trust Fund REMIC as a REMIC or cause
a tax to be imposed on the Trust Fund REMIC, and provided further, that no such
amendment shall reduce in any manner the amount of, or delay the timing of,
payments received on Mortgage Loans which are required to be distributed on any
Certificate without the consent of the Holder of such Certificate or reduce the
percentage for each Class the Holders of which are required
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to consent to any such amendment without the consent of the Holders of 100% of
each Class of Certificates affected thereby.
(c) It shall not be necessary for the consent of Holders under this Section
to approve the particular form of any proposed amendment, but it shall be
sufficient if such consent shall approve the substance thereof. The manner of
obtaining such consents and of evidencing the authorization of the execution
thereof by Certificateholders shall be subject to such reasonable requirements
as the Trustee may prescribe.
Prior to the execution of any amendment to this Agreement, the Trustee
shall be entitled to receive and rely upon an Opinion of Counsel stating that
the execution of such amendment is authorized or permitted by this Agreement.
The Trustee may, but shall not be obligated to, enter into any such amendment
which affects the Trustee's own rights, duties or immunities under this
Agreement.
In connection with the solicitation of consents of Certificateholders
pursuant to this Section 14.02, upon written request of the Depositor, the
Trustee shall provide written copies of the current Certificate Register to the
Depositor.
Section 14.03 Recordation of Agreement.
To the extent permitted by applicable law, this Agreement, or a memorandum
thereof if permitted under applicable law, is subject to recordation in all
appropriate public offices for real property records in all of the counties or
other comparable jurisdictions in which any or all of the properties subject to
the Mortgages are situated, and in any other appropriate public recording office
or elsewhere, such recordation to be effected by the Servicer at the
Certificateholders' expense on direction of the Majority Certificateholders of
both Sub-Pools, but only when accompanied by an Opinion of Counsel to the effect
that such recordation materially and beneficially affects the interests of the
Certificateholders or is necessary for the administration or servicing of the
Mortgage Loans.
Section 14.04 Duration of Agreement.
This Agreement shall continue in existence and effect until terminated as
herein provided.
Section 14.05 Governing Law.
This Agreement shall be construed in accordance with the laws of the State
of New York and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws, without giving effect to
principles of conflicts of law.
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<PAGE>
Section 14.06 Notices.
(a) All demands, notices and communications hereunder shall be in writing
and shall be deemed to have been duly given if personally delivered at or mailed
by overnight mail, certified mail or registered mail, postage prepaid, to (i) in
the case of Superior Bank, as Depositor, One Lincoln Centre, Oakbrook Terrace,
Illinois 60181, Attention: William C. Bracken, or such other addresses as may
hereafter be furnished to the Certificateholders in writing by the Depositor,
(ii) in the case of Lee Servicing Company, a division of Superior Bank FSB, as
Servicer, One Lincoln Centre, Oakbrook Terrace, Illinois 60181, Attention:
William C. Bracken, or such other addresses as may hereafter be furnished to the
Certificateholders in writing by the Servicer, (iii) in the case of the Trustee,
LaSalle National Bank, 135 S. LaSalle Street, Suite 200, Chicago, Illinois
60674-4107, Attention: Asset-Backed Securities Trust Services Department -- AFC
1996-2, (iv) in the case of the Certificateholders, as set forth in the
Certificate Register, (v) in the case of Moody's, 99 Church Street, New York,
New York 10007 Attention: Home Equity Loan Monitoring Group, (vi) in the case of
S&P, 26 Broadway, 15th Floor, New York, New York 10004 Attention: Residential
Mortgage Surveillance Group, and (vii) in the case of the Certificate Insurer,
Financial Guaranty Insurance Company, 115 Broadway, New York, New York 10006,
Attention: Group Leader -- Research and Risk Management. Any such notices shall
be deemed to be effective with respect to any party hereto upon the receipt of
such notice by such party, except that notices to the Certificateholders shall
be effective upon mailing or personal delivery.
(b) The Trustee shall use its best efforts to promptly provide notice to
each Rating Agency with respect to each of the following of which it has actual
knowledge:
1. Any material change or amendment to this Agreement;
2. The occurrence of any Event of Default that has not been cured;
3. The resignation or termination of the Servicer or the Trustee and the
appointment of any successor;
4. The repurchase or substitution of Mortgage Loans; and
5. The final payment to Certificateholders.
In addition, the Trustee shall promptly furnish to each Rating Agency
copies of the following:
1. Each report to Certificateholders described in Section 6.08;
2. Each annual statement as to compliance described in Section 7.04; and
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3. Each annual independent public accountants' servicing report described
in Section 7.05.
Section 14.07 Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be held invalid for any reason whatsoever, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other covenants,
agreements, provisions or terms of this Agreement.
Section 14.08 No Partnership.
Nothing herein contained shall be deemed or construed to create a
co-partnership or joint venture between the parties hereto and the services of
the Servicer shall be rendered as an independent contractor and not as agent for
the Certificateholders.
Section 14.09 Counterparts.
This Agreement may be executed in one or more counterparts and by the
different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts, together, shall
constitute one and the same agreement.
Section 14.10 Successors and Assigns.
This Agreement shall inure to the benefit of and be binding upon the
Servicer, the Depositor, the Trustee and the Certificateholders and their
respective successors and assigns.
Section 14.11 Headings.
The headings of the various sections of this Agreement have been inserted
for convenience of reference only and shall not be deemed to be part of this
Agreement.
Section 14.12 The Certificate Insurer.
Any right conferred to the Certificate Insurer with respect to a Sub-Pool
shall be suspended during any period in which the Certificate Insurer is in
default in its payment obligations under the Certificate Insurance Policy. At
such time as the Certificates with respect to a Sub-Pool are no longer
outstanding hereunder, and no amounts owed to the Certificate Insurer hereunder
with respect to such Sub-Pool remain unpaid, the Certificate Insurer's rights
hereunder with respect to such Sub-Pool shall terminate.
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<PAGE>
Section 14.13 Paying Agent.
The Trustee hereby accepts appointment as Paying Agent. The Trustee may,
subject to the eligibility requirements for the Trustee set forth in Section
12.06, other than Section 12.06(iv), appoint one or more other Paying Agents or
successor Paying Agents.
Each Paying Agent, immediately upon such appointment, shall signify its
acceptance of the duties and obligations imposed upon it by this Agreement by
written instrument of acceptance deposited with the Trustee with a copy being
sent to the Certificate Insurer.
Each such Paying Agent other than the Trustee shall execute and deliver to
the Trustee an instrument in which such Paying Agent shall agree with the
Trustee, subject to the provisions of Section 6.06, that such Paying Agent will:
(1) allocate all sums received for distribution to the Holders of
Certificates of each Class for which it is acting as Paying Agent on
each Remittance Date among such Holders in the proportion specified by
the Trustee; and
(2) hold all sums held by it for the distribution of amounts due with
respect to the Certificates in trust for the benefit of the Holders
entitled thereto until such sums shall be paid to such Holders or
otherwise disposed of as herein provided and pay such sums to such
Persons as herein provided.
Any Paying Agent other than the Trustee may at any time resign and be
discharged of the duties and obligations created by this Agreement by giving at
least sixty (60) days written notice to the Trustee. Any such Paying Agent may
be removed at any time by an instrument filed with such Paying Agent signed by
the Trustee.
In the event of the resignation or removal of any Paying Agent other than
the Trustee such Paying Agent shall pay over, assign and deliver any moneys held
by it as Paying Agent to its successor, or if there be no successor, to the
Trustee.
Upon the appointment, removal or notice of resignation of any Paying Agent,
the Trustee shall notify the Certificate Insurer and the Certificateholders by
mailing notice thereof to their addresses appearing on the Certificate Register.
Section 14.14 Actions of Certificateholders.
(a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Agreement to be given or taken by
Certificateholders may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Certificateholders in person or by
agent duly appointed in writing; and except as herein otherwise expressly
provided, such action shall become effective when such instrument or
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instruments are delivered to the Trustee and, where required, to the Depositor
or the Servicer. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Agreement
and conclusive in favor of the Trustee, the Depositor and the Servicer, if made
in the manner provided in this Section.
(b) The fact and date of the execution by any Certificateholder of any such
instrument or writing may be proved in any reasonable manner which the Trustee
deems sufficient.
(c) Any request, demand, authorization, direction, notice, consent, waiver
or other act by a Certificateholder shall bind every Holder of every Certificate
issued upon the registration of transfer thereof or in exchange therefor or in
lieu thereof, in respect of anything done, or omitted to be done, by the
Trustee, the Depositor or either Servicer in reliance thereon, whether or not
notation of such action is made upon such Certificate.
(d) The Trustee may require additional proof of any matter referred to in
this Section 14.14 as it shall deem necessary.
Section 14.15 Grant of Security Interest.
It is the express intent of the parties hereto that the conveyance of the
Mortgage Loans and all other assets constituting the Trust Fund, by the
Depositor to the Trustee be, and be construed as, a sale of the Mortgage Loans
and such other assets constituting the Trust Fund by the Depositor and not a
pledge by the Depositor to secure a debt or other obligation of the Depositor.
However, in the event that, notwithstanding the aforementioned intent of the
parties, the Mortgage Loans and other assets constituting the Trust Fund are
held to be property of the Depositor, then it is the express intent of the
parties that such conveyance be deemed as a pledge of the Mortgage Loans and all
other assets constituting the Trust Fund to the Trustee to secure a debt or
other obligation of the Depositor and this Agreement shall be deemed to be a
security agreement within the meaning of the Uniform Commercial Code and the
conveyances provided for in Section 2.01 hereof shall be deemed a grant by the
Depositor to the Trustee of a security interest in all of the Depositor's right,
title and interest in and to the Mortgage Loans and all other assets
constituting the Trust Fund. Accordingly, the Depositor hereby grants to the
Trustee a security interest in the Mortgage Loans and all other assets
constituting the Trust Fund for the purpose of securing to the Trustee the
performance by the Depositor of the obligations under this Agreement.
Notwithstanding the foregoing, the parties hereto intend the conveyances
pursuant to Section 2.01 to be a true, absolute and unconditional sale of the
Mortgage Loans and all other assets constituting the Trust Fund by the Depositor
to the Trustee. The Depositor and the Trustee (at the written direction and
expense of the Depositor) shall take such actions as may be necessary to ensure
that if this Agreement were deemed to create a security interest, such security
interest would be deemed to be a perfected security interest of first priority
under applicable law and will be maintained as such for the term of this
Agreement. Without limiting the generality of the foregoing, the Servicer shall
file, or shall cause to be filed, all filings necessary to maintain the
effectiveness of any original filings necessary under the Uniform
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Commercial Code to perfect the Trustee's security interest in or lien on the
Mortgage Loans, including, without limitation, (x) continuation statements and
(y) such other statements as may be occasioned by (i) any change of name of the
Depositor or Trustee, (ii) any change of location of the place of business or
the chief executive office of the Depositor or (iii) any transfer of any
interest of the Depositor in any Mortgage Loan.
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<PAGE>
IN WITNESS WHEREOF, the Servicer, the Trustee and the Depositor have caused
their names to be signed hereto by their respective officers thereunto duly
authorized as of the day and year first above written.
SUPERIOR BANK FSB, in all of its capacities as
contemplated hereby
By: /S/ WILLIAM C. BRACKEN
-----------------------------------------------
Name: William C. Bracken
Title: Chief Financial Officer
Senior Vice President
LEE SERVICING COMPANY, a division of Superior
Bank FSB, as Servicer
By: /S/ WILLIAM C. BRACKEN
-----------------------------------------------
Name: William C. Bracken
Title: Chief Financial Officer
Senior Vice President
LASALLE NATIONAL BANK, as Trustee
By: /S/ SHASHANK MISHRA
----------------------------------------------
Name: Shashank Mishra
Title: Vice President
<PAGE>
State of )
) ss.:
County of )
On the 19th day of June, 1996 before me, a Notary Public in and for the
State of Illinois, personally appeared William C. Bracken known to me to be a
Senior Vice President of Superior Bank FSB, that executed the within instrument
and also known to me to be the person who executed it on behalf of said
corporation, and acknowledged to me that such corporation executed the within
instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
[SEAL]
__________________________________________
Notary Public
My Commission expires ____________
<PAGE>
State of )
) ss.:
County of )
On the 19th day of June, 1996 before me, a Notary Public in and for the
State of Illinois, personally appeared William C. Bracken known to me to be a
Senior Vice President of Lee Servicing Company, a division of Superior Bank FSB,
the corporation that executed the within instrument and also known to me to be
the person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
[SEAL]
__________________________________________
Notary Public
My Commission expires ____________
<PAGE>
State of )
) ss.:
County of )
On the 19th day of June, 1996 before me, a Notary Public in and for the
State of Illinois, personally appeared Shashank Mishra known to me to be Vice
President of LaSalle National Bank, the banking corporation that executed the
within instrument and also known to me to be the person who executed it on
behalf of said banking corporation, and acknowledged to me that such corporation
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
[SEAL]
__________________________________________
Notary Public
My Commission expires ____________
<PAGE>
EXHIBIT A
CONTENTS OF MORTGAGE FILE
With respect to each Mortgage Loan, the Mortgage File shall include each of
the following items, all of which shall be available for inspection by the
Certificateholders, to the extent required by applicable laws:
1. The original Mortgage Note, showing a complete chain of
endorsements and endorsed by the last endorsee thereof "Pay to the order of
_________ [or LaSalle National Bank, as Trustee under the Pooling and
Servicing Agreement, dated as of June 1, 1996, Series 1996-2] without
recourse" and signed, by facsimile or manual signature, by such last
endorsee.
2. Either: (i) the original Mortgage, with evidence of recording
thereon, (ii) a copy of the Mortgage certified as a true copy by a
Responsible Officer of the Depositor or by the closing attorney, or by an
officer of the title insurer or agent of the title insurer which issued the
related title insurance policy, or commitment therefor, if the original has
been transmitted for recording until such time as the original is returned
by the public recording office or (iii) a copy of the Mortgage certified by
the public recording office in those instances where the original recorded
Mortgage has been lost.
3. Either: (a) (1) the original Assignment of Mortgage from the last
assignee of the related Mortgage assigned to the Trustee, with evidence of
recording thereon, or (2) an original assignment of mortgage from the last
assignee of the related Mortgage assigned in blank, or (b) if an original
Assignment of Mortgage has not yet been provided in accordance with clause
(a), an Assignment of Mortgage to the Trustee, certified by an appropriate
officer or approved signatory of the Depositor or the closing attorney or
any officer of the title insurer that issued the related title insurance
policy, or commitment therefor, or its duly authorized agent, as being a
true and complete copy of the original of such Assignment of Mortgage to
the Trustee submitted for recording (provided, however, that an appropriate
officer or approved signatory of the Depositor may complete one or more
blanket certificates attaching copies of one or more Assignments of
Mortgage to the Trustee relating thereto) or (c) a copy of such original
Assignment of Mortgage to the Trustee, with evidence of recording thereon,
certified to be true and complete by the Depositor or the appropriate
public recording office, in those instances where such original Assignment
of Mortgage has been recorded but subsequently lost; any such Assignment of
Mortgage may be made by blanket assignments for Mortgage Loans secured by
the Mortgaged Properties located in the same county, if permitted by
applicable law.
4. The original policy of title insurance or a true copy thereof or,
if such policy has not yet been delivered by the insurer, the commitment or
binder to issue same.
<PAGE>
5. Originals of all assumption and modification agreements, if any, or
a copy certified as a true copy by a Responsible Officer of the Depositor
if the original has been transmitted for recording until such time as the
original is returned by the public recording office.
6. Either: (i) originals of all intervening assignments, if any,
showing a complete chain of title from the originator to the last assignee
of the related Mortgage, including any recorded warehousing assignments,
with evidence of recording thereon, or, (ii) if the original intervening
assignments have not yet been returned from the recording office, a copy of
the originals of such intervening assignments together with a certificate
of a Responsible Officer of the Depositor or the closing attorney or an
officer of the title insurer which issued the related title insurance
policy, or commitment therefor, or its duly authorized agent certifying
that the copy is a true copy of the original of such intervening
assignments or (iii) a copy of the intervening assignment certified by the
public recording office in those instances where the original recorded
intervening assignment has been lost.
7. Proof of hazard insurance in the form of the declaration page of a
hazard insurance policy together with a direction to the insurer or agent
to add the name of the mortgagee, its successors and assigns, as
mortgagee/loss payee, or hazard insurance policy endorsement that names the
Depositor, its successors and assigns, as a mortgagee/loss payee, and, if
such endorsement does not show the amount insured by the related hazard
insurance policy, some evidence of such amount except with respect to those
Mortgage Loans purchased by the Depositor from an investor as to which such
proof of hazard insurance shall be delivered not later than 180 days after
the Closing Date and, if required by law, flood insurance policy, with
extended coverage of the hazard insurance policy.
8. With respect to each Sub-Pool 1 Multifamily Loan and Sub-Pool 1
Mixed Use Loan, (i) if such item is a document separate from the Mortgage
either (a) an original copy of the related Assignment of Leases, if any
(with recording information indicated thereon), or (b) if the original of
such Assignment of Leases has not yet been returned from the filing office,
a copy of such original, certified by an appropriate officer or approved
signatory of the Depositor or the closing attorney or any officer of the
title insurer that issued the related title insurance policy, or commitment
therefor, or its duly authorized agent, as being a true and complete copy
of the original of such Assignment of Leases submitted for filing; (ii) an
original assignment of any related Assignment of Leases, if any (if such
document is a document separate from the Mortgage and not incorporated in
the Assignment of Mortgage), in blank and in recordable form; (iii) if such
item is a document separate from the Mortgage either (A) an original copy
of all intervening assignments of Assignment of Leases, if any (with
recording information indicated thereon), or (B) if the original of such
intervening assignments of Assignment of Leases has not yet been returned
from the
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<PAGE>
recording office, a copy of such original, certified by an appropriate
officer or approved signatory of the Depositor or the closing attorney or
any officer of the title insurer that issued the related title insurance
policy, or commitment therefor, or its duly authorized agent, as being a
true and complete copy of the original of such intervening assignment of
Assignment of Leases submitted for recording; (iv) either (a) a copy of the
UCC-1 financing statement and any related continuation statements, if any,
each showing the Mortgagor as debtor and mortgagee as secured party and
each with evidence of filing thereon, or (b) if the copy of the UCC-1
financing statement has not yet been returned from the filing office, a
copy of such UCC-1 financing statement, certified by an appropriate officer
or approved signatory of the Depositor or the closing attorney or any
officer of the title insurer that issued the related title insurance
policy, or commitment therefor, or its duly authorized agent, as being a
true and complete copy of the original of such UCC-1 financing statement
submitted for filing; (v) an original executed form UCC-2 or UCC-3
financing statement, in form suitable for filing, disclosing the assignment
in blank, of the security interest in the personal property constituting
security for repayment of the Mortgage Loan; and (vi) either (A) an
original copy of all intervening assignments of UCC-3 financing statements,
if any (with evidence of filing thereon), or (B) if the original of such
intervening assignments of UCC-3 financing statements has not yet been
returned from the filing office, a copy of such original, certified by an
appropriate officer or approved signatory of the Depositor or the closing
attorney or any officer of the title insurer that issued the related title
insurance policy, or commitment therefor, or its duly authorized agent, as
being a true and complete copy of the original of such intervening
assignments of UCC-3 financing statements submitted for recording. If in
connection with any Mortgage Loan the Depositor cannot deliver any such
financing statement(s) with evidence of filing thereon because such
financing statement(s) has not yet been returned by the public filing
office where such financing statement(s) has been submitted for filing,
then the Depositor shall deliver or cause to be delivered a photocopy of
such financing statement(s) (certified by the Depositor to be a true and
complete copy) together with an officers' certificate stating that such
financing statement(s) has been dispatched to the appropriate public filing
office for filing.
9. Mortgage Loan closing statement and any other truth-in-lending or
real estate settlement procedure forms required by law.
10. Residential loan application.
11. Verification of employment and income, and tax returns, if any.
12. Credit report on the mortgagor.
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<PAGE>
13. The full appraisal made in connection with the origination of the
related Mortgage Loan with photographs of the subject property and of
comparable properties, constituting evidence sufficient to indicate that
the Mortgaged Property relates to a Residential Dwelling.
14. With respect to Sub-Pool 1, to the extent that such Sub-Pool 1
Mortgage Loan is secured by a second priority lien, a verification of the
first mortgage.
15. All other papers and records developed or originated by the
Depositor or others, required to document the Mortgage Loan or to service
the Mortgage Loan.
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<PAGE>
EXHIBIT B-1
[FORM OF CLASS 1A CERTIFICATE]
[DTC LEGEND]
AFC Mortgage Loan Asset Backed Certificate
Series 1996-2 Class 1A[-1][-2][-3][-4][-5] [-6] No. _______
Date of Pooling and Servicing Agreement: June 1, 1996
Servicer: Lee Servicing Company, a division of Superior Bank FSB
First Remittance Date: July 25, 1996
Closing Date: June __, 1996
Class 1A[-1][-2][-3][-4][-5][-6]
Pass-Through Rate: [variable][____%]
CUSIP #:
Original Class 1A Principal Balance: $___________.
Original Dollar Amount as of the Closing Date Represented by this
Certificate: $_______________.
Percentage Interest of this Certificate: %
Original Sub-Pool 1 Principal Balance: $____________.
Original Sub-Pool 1 Pre-Funded Amount: $____________.
Latest Scheduled Maturity Date of any Sub-Pool 1 Subsequent Mortgage
Loan: ___________ 1, 20__
Trustee: LaSalle National Bank
This certifies that _________________________ is the registered owner of
the percentage interest (the "Percentage Interest") specified above in that
certain beneficial ownership interest evidenced by all the Class
1A[-1][-2][-3][-4][-5][-6] Certificates of the above referenced series (the
"Class 1A[-1][-2][-3][-4][-5][-6] Certificates") in a Trust Fund consisting
primarily of certain residential first and second mortgage loans (the "Mortgage
Loans") serviced by Lee Servicing Company, a division of Superior Bank FSB (the
"Servicer"). The Mortgage Loans were originated or acquired by Superior Bank FSB
(the "Depositor"). The Trust Fund will be created by the Depositor and the
Mortgage Loans will be serviced by the Servicer pursuant to the terms and
conditions of that certain Pooling and Servicing Agreement dated as of June 1,
1996 (the "Agreement") by and among the Servicer, the Depositor and LaSalle
National Bank, as trustee (the "Trustee"), certain of the pertinent provisions
of which are set forth herein. The Cut-off
<PAGE>
Date with respect to the Sub-Pool 1 Initial Mortgage Loans is June 1, 1996. To
the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which terms
and provisions the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
On each Remittance Date, commencing on July 25, 1996, the Trustee or Paying
Agent shall distribute to the Person in whose name this Certificate is
registered on the Business Day immediately preceding such Remittance Date with
respect to the Class 1A-1 Certificates and the Class 2A Certificates, and the
last Business Day of the month next preceding the month of such distribution
(each, a "Record Date"), an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Class 1A[-1][-2][-3][-4][-5][-6] Certificates on such Remittance
Date pursuant to Section 6.06 of the Agreement.
Distributions on this Certificate will be made by the Trustee or Paying
Agent by wire transfer of immediately available funds to the account of the
Person entitled thereto as shall appear on the Certificate Register without the
presentation or surrender of this Certificate or the making of any notation
thereon, at a bank or other entity having appropriate facilities therefor, if
such Person shall own of record (i) any Class R Certificate or (ii) any Class A
Certificate with an initial related Class A Principal Balance in excess of
$5,000,000, and shall have so notified the Trustee in writing at least five
Business Days prior to the related Remittance Date, or otherwise by check mailed
to the address of such Person appearing in the Certificate Register.
Notwithstanding the above, the initial distribution on all Classes of
Certificates other than the Class 1A-1 Certificates and the Class 2A
Certificates will be made to Certificateholders of record as of the Closing Date
and the final distribution on this Certificate will be made after due notice by
the Servicer of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the office or agency maintained for that
purpose by the Certificate Registrar in Chicago, Illinois.
-2-
<PAGE>
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed under its official seal.
LASALLE NATIONAL BANK,
as Trustee
By:________________________________
Authorized Officer
Dated:________________________
(Seal)
CERTIFICATE OF AUTHENTICATION
This is a Class 1A[-1][-2][-3]][-4][-5][-6] Certificate referred to in the
within-mentioned Agreement.
LASALLE NATIONAL BANK, as Certificate Registrar
By:___________________________
Authorized Officer
-3-
<PAGE>
EXHIBIT B-2
[FORM OF CLASS 2A CERTIFICATE]
[DTC LEGEND]
AFC Mortgage Loan Asset Backed Certificate
Series 1996-2 Class 2A No. ________
Date of Pooling and Servicing Agreement: June 1, 1996
Servicer: Lee Servicing Company, a division of Superior Bank FSB
First Remittance Date: July 25, 1996
Closing Date: June __, 1996
CUSIP #:
Original Class 2A Principal Balance: $___________.
Original Dollar Amount as of the Closing Date Represented by this
Certificate: $_______________.
Percentage Interest of this Certificate: %
Original Sub-Pool 2 Principal Balance: $____________.
Original Sub-Pool 2 Pre-Funded Amount: $____________.
Latest Scheduled Maturity Date of any Sub-Pool 2 Subsequent Mortgage Loan:
___________ 1, 20__
Trustee: LaSalle National Bank
This certifies that _________________________ is the registered owner of
the percentage interest (the "Percentage Interest") specified above in that
certain beneficial ownership interest evidenced by all the Class 2A Certificates
of the above referenced series (the "Class 2A Certificates") in a Trust Fund
consisting primarily of certain residential first and second mortgage loans (the
"Mortgage Loans") serviced by Lee Servicing Company, a division of Superior Bank
FSB (the "Servicer"). The Mortgage Loans were originated or acquired by Superior
Bank FSB (the "Depositor"). The Trust Fund will be created by the Depositor and
the Mortgage Loans will be serviced by the Servicer pursuant to the terms and
conditions of that certain Pooling and Servicing Agreement dated as of June 1,
1996 (the "Agreement") by and among the Servicer, the Depositor and LaSalle
National Bank, as trustee (the "Trustee"), certain of the pertinent provisions
of which are set forth herein. The Cut-off Date with respect to the Sub-Pool 2
Initial Mortgage Loans is June 1, 1996. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which terms and provisions
<PAGE>
the Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
On each Remittance Date, commencing on July 25, 1996, the Trustee or Paying
Agent shall distribute to the Person in whose name this Certificate is
registered on the Business Day immediately preceding such Remittance Date with
respect to the Class 1A-1 Certificates and the Class 2A Certificates, and the
last Business Day of the month next preceding the month of such distribution
(each, a "Record Date"), an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Class 2A Certificates on such Remittance Date pursuant to Section
6.06 of the Agreement.
Distributions on this Certificate will be made by the Trustee or Paying
Agent by wire transfer of immediately available funds to the account of the
Person entitled thereto as shall appear on the Certificate Register without the
presentation or surrender of this Certificate or the making of any notation
thereon, at a bank or other entity having appropriate facilities therefor, if
such Person shall own of record (i) any Class R Certificate or (ii) any Class A
Certificate with an initial related Class A Principal Balance in excess of
$5,000,000, and shall have so notified the Trustee in writing at least five
Business Days prior to the related Remittance Date, or otherwise by check mailed
to the address of such Person appearing in the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Servicer of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
maintained for that purpose by the Certificate Registrar in Chicago, Illinois.
-2-
<PAGE>
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed under its official seal.
LASALLE NATIONAL BANK,
as Trustee
By:___________________________________
Authorized Officer
Dated:________________________
(Seal)
CERTIFICATE OF AUTHENTICATION
This is a Class 2A Certificate referred to in the within-mentioned
Agreement.
LASALLE NATIONAL BANK, as Certificate Registrar
By:_____________________________________
Authorized Officer
-3-
<PAGE>
EXHIBIT B-3
[FORM OF CLASS R CERTIFICATE]
THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAW OF ANY STATE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 4.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CLASS R CERTIFICATE MAY
BE MADE ONLY IF (1) THE PROPOSED TRANSFEREE PROVIDES TO THE TRUSTEE AN AFFIDAVIT
STATING AMONG OTHER THINGS THAT SUCH TRANSFEREE IS A PERMITTED TRANSFEREE (AS
DEFINED IN THE POOLING AND SERVICING AGREEMENT) OR AN AGENT OF A PERMITTED
TRANSFEREE AND (2) THE PROPOSED TRANSFEROR PROVIDES TO THE TRUSTEE A CERTIFICATE
TO THE EFFECT THAT SUCH TRANSFEROR HAS NO KNOWLEDGE THAT THE PROPOSED TRANSFEREE
IS NOT A PERMITTED TRANSFEREE AND NO PURPOSE OF SUCH PROPOSED TRANSFER IS TO
IMPEDE THE ASSESSMENT OR COLLECTION OF TAX. NOTWITHSTANDING THE REGISTRATION IN
THE CERTIFICATE REGISTER OF ANY TRANSFER OF THIS CLASS R CERTIFICATE TO A PERSON
OTHER THAN A PERMITTED TRANSFEREE OR AN AGENT OF A PERMITTED TRANSFEREE SUCH
REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND
SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE
HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE.
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO A NON-UNITED STATES PERSON
AS SUCH TERM IS DEFINED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN SHALL BE MADE TO ANY
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING INDIVIDUAL
RETIREMENT ACCOUNTS AND ANNUITIES, KEOGH PLANS AND COLLECTIVE INVESTMENT FUNDS
AND SEPARATE ACCOUNTS IN WHICH SUCH PLANS, ACCOUNTS OR ARRANGEMENTS ARE INVESTED
THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), OR THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"), UNLESS THE
SERVICER AND THE TRUSTEE ARE PROVIDED WITH A
<PAGE>
CERTIFICATION AND AN OPINION OF COUNSEL WHICH ESTABLISHES TO THE SATISFACTION OF
THE SERVICER AND THE TRUSTEE THAT SUCH TRANSFER WILL NOT RESULT IN A VIOLATION
OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR CAUSE THE SERVICER OR THE
TRUSTEE TO BE DEEMED A FIDUCIARY OF SUCH PLAN OR RESULT IN THE IMPOSITION OF AN
EXCISE TAX UNDER THE CODE.
AFC Mortgage Loan Asset Backed Certificate
Series 1996-2 Percentage Interest of
Class R this Certificate:
_______%
No. ______________
Date of Pooling and Original Pool Principal Balance:
Servicing Agreement: $________________
June 1, 1996
Original Pre-Funded Amount:
Servicer: $___________
Lee Servicing Company, a
division of Superior Bank FSB Trustee: LaSalle National Bank
First Remittance Date: Closing Date:
July 25, 1996 June __, 1996
This certifies that _______________________ is the registered owner of the
percentage interest (the "Percentage Interest") specified above in that certain
beneficial ownership interest evidenced by all the Class R Certificates of the
above referenced Series (the "Class R Certificates") in a Trust Fund consisting
primarily of certain residential first and second mortgage loans (the "Mortgage
Loans") serviced by Lee Servicing Company, a division of Superior Bank FSB (the
"Servicer"). The Mortgage Loans were originated or acquired by Superior Bank FSB
(the "Depositor"). The Trust Fund will be created by the Depositor and the
Mortgage Loans will be serviced by the Servicer pursuant to the terms and
conditions of that certain Pooling and Servicing Agreement dated as of June 1,
1996 (the "Agreement") by and among the Servicer, the Depositor and LaSalle
National Bank, as trustee (the "Trustee"), certain of the pertinent provisions
of which are set forth herein. The Cut-off Date with respect to the Initial
Mortgage Loans is June 1, 1996. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
On each Remittance Date, commencing on July 25, 1996, the Trustee or a
Paying Agent shall distribute to the Person in whose name this Certificate is
registered on the last day of the month next preceding the month of such
distribution (the "Record Date"), an amount
-2-
<PAGE>
equal to the product of the Percentage Interest evidenced by this Certificate
and any amounts required to be distributed to the Holders of the Class R
Certificates on such Remittance Date pursuant to the Agreement.
Distributions on this Certificate will be made by the Trustee or Paying
Agent by wire transfer of immediately available funds to the account of the
Person entitled thereto as shall appear on the Certificate Register without the
presentation or surrender of this Certificate or the making of any notation
thereon, at a bank or other entity having appropriate facilities therefor, if
such Person shall own of record (i) any Class R Certificate or (ii) any Class A
Certificate with an initial related Class A Principal Balance in excess of
$5,000,000, and shall have so notified the Trustee in writing at least five
Business Days prior to the related Remittance Date, or otherwise by check mailed
to the address of such Person appearing in the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Servicer of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
maintained for that purpose by the Certificate Registrar in Chicago, Illinois.
No transfer of a Class R Certificate or any interest therein shall be made
to any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, that is subject to the Employment Retirement Income
Security Act of 1974, as amended ("ERISA"), or the Code (each, a "Plan"), unless
the prospective transferee of a Class R Certificate provides the Servicer and
the Trustee with a certification of facts and, at its own expense, an Opinion of
Counsel which establish to the satisfaction of the Servicer and the Trustee that
such transfer will not result in a violation of Section 406 of ERISA or Section
4975 of the Code or cause the Servicer or the Trustee to be deemed a fiduciary
of such Plan or result in the imposition of an excise tax under Section 4975 of
the Code.
As provided in the Agreement and subject to certain limitations therein set
forth, including, without limitation, execution and/or delivery by the proposed
transferor and/or transferee, as appropriate, the Resale Certification (Exhibit
D to the Agreement), and, if required by the Trustee, an opinion of counsel
relating to the exemption from registration under the 1933 Act pursuant to which
the proposed transfer is to be made, the Transfer Affidavit (Exhibit J to the
Agreement) and Transfer Certificate (Exhibit J-1 to the Agreement) described in
Section 4.02(c)(ii) of the Agreement, and, if the proposed transferee is a Plan,
the certification and opinion of counsel described on the front of this
Certificate, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies maintained by the Trustee in Chicago, Illinois, accompanied
by a written instrument of transfer in the form of Exhibit E to the Agreement,
or such other endorsement or written instrument of transfer as is satisfactory
to the Trustee, duly executed by the Holder hereof or such Holder's attorney
duly authorized in writing, and thereupon one or more new Certificates of
authorized denominations of a like Class evidencing
-3-
<PAGE>
the same aggregate undivided Percentage Interest will be issued to the
designated transferee or transferees.
-4-
<PAGE>
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed under its official seal.
LASALLE NATIONAL BANK,
as Trustee
By:____________________________________
Authorized Officer
Dated:________________________
(Seal)
CERTIFICATE OF AUTHENTICATION
This is a Class R Certificate referred to in the within-mentioned
Agreement.
LASALLE NATIONAL BANK,
as Certificate Registrar
By:_____________________________________
Authorized Officer
-5-
<PAGE>
EXHIBIT B-4
[Form of Reverse of Certificate]
This Certificate is one of a duly authorized issue of Certificates
designated as AFC Mortgage Loan Asset Backed Certificates, Series 1996-2, Class
1A-1, Class 1A-2, Class 1A-3, Class 1A-4, Class 1A-5, Class 1A-6, Class 2A and
Class R (herein called the "Certificates") consisting of Sub-Pool 1 and Sub-Pool
2 Mortgage Loans, and representing undivided ownership of (i) such Mortgage
Loans as from time to time are subject to the Agreement, together with the
Mortgage Files relating thereto, (ii) such assets as from time to time are
identified as REO Property with respect to the related Sub-Pool or are deposited
in the related Certificate Account, related Principal and Interest Account,
related Trustee Expense Account, related Pre-Funding Account, related Reserve
Account, the related Interest Coverage Account, and, in the case of Sub-Pool 2,
the Supplemental Interest Account, including amounts on deposit in the foregoing
accounts and invested in Permitted Instruments, (iii) the Trustee's rights under
all insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Agreement and any Insurance Proceeds, (iv) the
Certificate Insurance Policy (as defined below), (v) Liquidation Proceeds and
(vi) Released Mortgaged Property Proceeds (all of the foregoing being
hereinafter collectively called the "Trust Fund"). The Depositor's Yield and
amounts due on or before the Cut-off Date in the case of Initial Mortgage Loans
or on or before a Subsequent Cut-off Date in the case of Subsequent Mortgage
Loans do not constitute part of the Trust Fund. The Class R Certificates are
subordinated in right of payment to the Class A Certificates, as set forth in
the Agreement.
The Certificates do not represent an obligation of, or an interest in, the
Servicer, the Depositor or the Trustee and are not insured or guaranteed by the
Federal Deposit Insurance Corporation, the Government National Mortgage
Association, the Federal Housing Administration or the Department of Veterans
Affairs or any other governmental agency. The Certificates are limited in right
of payment to certain collections and recoveries respecting the Mortgage Loans,
the Excess Spread with respect to the related Sub-Pool, the related Pre-Funded
Amount, the related Initial Reserve Account Deposit, the related Interest
Coverage Amount, in the case of Sub-Pool 2, the Supplemental Interest, and
amounts payable under the Certificate Insurance Policy, all as more specifically
set forth herein and in the Agreement. To the extent described in the Agreement,
the Class 1A and Class 2A Certificates are cross-collateralized and, in certain
circumstances, Excess Spread and principal collections on a Sub-Pool will be
available to Holders of the Class A Certificates related to the other Sub-Pool.
In the event Servicer funds are advanced with respect to any Mortgage Loan, such
advance is reimbursable to the Servicer from related recoveries on such Mortgage
Loan.
Financial Guaranty Insurance Company (the "Certificate Insurer") has issued
a surety bond (the "Certificate Insurance Policy") with respect to the Class A
Certificates, a copy of which is attached to the Agreement.
As provided in the Agreement, deposits and withdrawals from the related
Principal and Interest Account, the related Certificate Account, the related
Trustee Expense
<PAGE>
Account, the related Reserve Account, the related Interest Coverage Account and,
in the case of Sub-Pool 2, the Supplemental Interest Account may be made by the
Servicer or the Trustee, as the case may be, from time to time for purposes
other than distributions to Certificateholders, such purposes including
reimbursement to the Servicer or the Depositor of advances made, or certain
expenses incurred, by each, and the payment of fees due and owing to the
Servicer, the Trustee and the Certificate Insurer.
Subject to certain restrictions, the Agreement permits the amendment
thereof by the Servicer, the Depositor and the Trustee with the consent of the
Certificate Insurer, (i) the Class 1A Majority Certificateholders in the case of
an amendment solely affecting the Class 1A Certificates and (ii) the Class 2A
Majority Certificateholders in the case of an amendment solely affecting the
Class 2A Certificates (although in certain limited circumstances the Agreement
may be amended without the consent of any Certificateholder). The Agreement
permits the related Majority Certificateholders, on behalf of all related
Certificateholders, subject to the consent of the Certificate Insurer, or the
Certificate Insurer, to waive any default by the Servicer in the performance of
its obligations under the Agreement with respect to the related sub-Pool and its
consequences, except a default in making any required distribution on a
Certificate. Any such consent or waiver by the related Majority
Certificateholders or the Certificate Insurer shall be conclusive and binding on
the Holder of this Certificate and upon all future Holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange herefor or
in lieu hereof whether or not notation of such consent or waiver is made upon
this Certificate.
As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies maintained by the Trustee in Chicago, Illinois, accompanied
by a written instrument of transfer in the form required by the Agreement, or
such other endorsement or written instrument of transfer as is satisfactory to
the Trustee, duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of authorized
denominations of a like Class evidencing the same aggregate undivided Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Class 1A-1, Class 1A-2,
Class 1A-3, Class 1A-4, Class 1A-5, Class 1A-6, Class 2A and Class R
Certificates. As provided in the Agreement and subject to certain limitations
therein set forth, this Certificate is exchangeable for a new Certificate of a
like Class evidencing the same undivided ownership interest, as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
The Servicer, the Depositor, the Trustee and the Certificate Registrar, and
any agent of any of the foregoing, may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
foregoing shall be affected by notice to the contrary.
-2-
<PAGE>
The obligations created by the Agreement shall terminate upon notice to the
Trustee of: (i) the later of the distribution to Certificateholders of the final
payment or collection with respect to the last Mortgage Loan (or Monthly
Advances of same by the Servicer), or the disposition of all funds with respect
to the last Mortgage Loan and the remittance of all funds due under the
Agreement and the payment of all amounts due and payable to the Certificate
Insurer and the Trustee, (ii) the purchase by the Servicer of all outstanding
Mortgage Loans and REO Properties of the Sub-Pool at a price determined as
provided in the Agreement (the exercise of the right of the Servicer to purchase
all the Mortgage Loans and property in respect of Mortgage Loans will result in
early retirement of the Certificates), the right of the Servicer to purchase
being subject to the aggregate principal balance of the Mortgage Loans in a
Sub-Pool at the time of purchase being less than five percent (5%) of the sum of
the Sub-Pool Principal Balance and the related Original Pre-Funded Amounts
provided, however that on or prior to such Remittance Date with respect to
Sub-Pool 1, (x) the Servicer will have purchased all of the Mortgage Loans and
REO Property relating to Sub-Pool 2 or (y) the Class 1A-6 Principal Balance on
such date is less than or equal to five percent (5%) of the Original Class 1A-6
Principal Balance, or (iii) by the mutual consent of the Servicer, the
Certificate Insurer and all Certificateholders in writing. In no event, however,
shall the Trust Fund terminate later than twenty-one years after the death of
the last surviving lineal descendant of the Person named in the Agreement. By
its acceptance of this Certificate, the Certificateholder hereby appoints the
Servicer as its attorney-in-fact to adopt a plan of liquidation of the Trust
Fund in accordance with Section 11.02 of the Agreement.
Unless the certificate of authentication hereon has been executed by the
Trustee or the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
-3-
<PAGE>
EXHIBIT C
PRINCIPAL AND INTEREST ACCOUNT LETTER AGREEMENT
(date)
To: ____________________________
____________________________
____________________________ (the "Depository")
As "Servicer" under the Pooling and Servicing Agreement, dated as of June
1, 1996, among Superior Bank FSB, as ("Depositor"), Lee Servicing Company, a
division of Superior Bank FSB, as servicer (the "Servicer"), and LaSalle
National Bank, as Trustee (the "Agreement"), we hereby authorize and request you
to establish two accounts, as Principal and Interest Accounts pursuant to
Section 5.03 of the Agreement, to be designated as "Sub-Pool 1 Principal and
Interest Account, Lee Servicing Company, a division of Superior Bank FSB, in
trust for the registered holders of AFC Mortgage Loan Asset Backed Certificates,
Series 1996- 2." "Sub-Pool 2 Principal and Interest Account, Lee Servicing
Company, a division of Superior Bank FSB, in trust for the registered holders of
AFC Mortgage Loan Asset Backed Certificates, Series 1996-2." All deposits in the
accounts shall be subject to withdrawal therefrom by order signed by the
Servicer in accordance with terms of the Agreement. You may refuse any deposit
which would result in violation of the requirement that the account be fully
insured as described below. This letter is submitted to you in duplicate. Please
execute and return one original to us.
LEE SERVICING COMPANY, a
division of Superior Bank FSB
By:_________________________
Name:_______________________
Title:______________________
<PAGE>
The undersigned hereby certifies that the above described accounts have
been established as a trust account under Account Number ___________ and Account
Number __________, at the office of the Depository indicated above, and agrees
to honor withdrawals on such accounts as provided above. The amounts deposited
at any time in the accounts will be insured to the maximum amount provided by
applicable law by the Federal Deposit Insurance Corporation.
[DEPOSITORY]
By:___________________________
Name:_________________________
Title:________________________
-2-
<PAGE>
EXHIBIT D
RESALE CERTIFICATION
___________, 19__
[Depositor]
[Servicer]
[Trustee]
[Certificate Insurer]
[Certificate Registrar]
Re: Class ___ Certificate, No. __ (the "Certificate"),
issued pursuant to that certain Pooling and Servicing
Agreement, AFC Mortgage Loan Asset Backed Certificates,
Series 1996-2, dated as of June 1, 1996 among Superior
Bank FSB, as Depositor, Lee Servicing Company, a
division of Superior Bank FSB, as Servicer and LaSalle
National Bank, as Trustee
_________________________________________________________
Dear Sirs:
____________________________________________________ as registered holder
("Seller") intends to transfer the captioned Certificate to
___________________________ ("Purchaser"), for registration in the name of
________________________________.
1. In connection with such transfer, and in accordance with Section 4.02 of
the captioned Agreement, Seller hereby certifies to you the following facts:
Neither the Seller nor anyone acting on its behalf has offered, transferred,
pledged, sold or otherwise disposed of the Certificate, any interest in the
Certificate or any other similar security to, or solicited any offer to buy or
accept a transfer, pledge or other disposition of the Certificate, any interest
in the Certificate or any other similar security from, or otherwise approached
or negotiated with respect to the Certificate, any interest in the Certificate
or any other similar security with, any person in any manner, or made any
general solicitation by means of general advertising or in any other manner, or
taken any other action, which would constitute a distribution of the Certificate
under the Securities Act of 1933, as amended (the "1933 Act"), or which would
render the disposition of the Certificate a violation of Section 5 of the 1933
Act or require registration pursuant thereto.
2. The Purchaser warrants and represents to, and covenants with, the
Seller, the Trustee and the Servicer pursuant to Section 4.02 of the Pooling and
Servicing Agreement that:
<PAGE>
a. The Purchaser agrees to be bound, as Certificateholder, by all of the
terms, covenants and conditions of the Pooling and Servicing Agreement, the
Certificate and the Custodial Agreement, and from and after the date hereof, the
Purchaser assumes for the benefit of each of the Servicer and the Seller all of
the Seller's obligations as Certificateholder thereunder;
b. The Purchaser understands that the Certificate has not been registered
under the 1933 Act or the securities laws of any state;
c. The Purchaser is acquiring the Certificate [for investment] for its own
account only and not for any other person;
d. The Purchaser considers itself a substantial, sophisticated
institutional investor having such knowledge and experience in financial and
business matters that it is capable of evaluating the merits and risks of
investment in the Certificate;
e. The Purchaser has been furnished with all information regarding the
Certificate that it has requested from the Seller, the Trustee or the Servicer;
and
f. Neither the Purchaser nor anyone acting on its behalf has offered,
transferred, pledged, sold or otherwise disposed of the Certificate, any
interest in the Certificate or any other similar security to, or solicited any
offer to buy or accept a transfer, pledge or other disposition of the
Certificate, any interest in the Certificate or any other similar security from,
or otherwise approached or negotiated with respect to the Certificate, any
interest in the Certificate or any other similar security with, any person in
any manner, or made any general solicitation by means of general advertising or
in any other manner, or taken any other action, which would constitute a
distribution of the Certificate under the 1933 Act or which would render the
disposition of the Certificate a violation of Section 5 of the 1933 Act or
require registration pursuant thereto, nor will it act, nor has it authorized or
will it authorize any person to act, in such manner with respect to the
Certificate.
3. The Purchaser warrants and represents to, and covenants with, the
Seller, the Servicer and the Depositor that:
a. The Purchaser agrees to be bound, as Certificateholder, by the
restrictions on transfer contained in the Pooling and Servicing Agreement;
b. Either: (1) the Purchaser is not an employee benefit plan within the
meaning of section 3(3) of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA") (a "Plan"), or a plan within the meaning of section
4975(e)(1) of the Internal Revenue Code of 1986 ("Code") (also a "Plan"), and
the Purchaser is not directly or indirectly purchasing the Certificates on
behalf of, as investment manager of, as named fiduciary of, as trustee of, or
with assets of a Plan; or (2) Purchaser's purchase of the Certificate(s) will
not result in a prohibited transaction under section 406 of ERISA or section
4975 of the Code.
-2-
<PAGE>
4. This Certification may be executed in one or more counterparts and by
the different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts, together, shall
constitute one and the same agreement.
IN WITNESS WHEREOF, the parties have caused this Resale Certification to be
executed by their duly authorized officers as of the date first above written.
_____________________________________, ___________________________________,
Seller Purchaser
By:__________________________________ By:________________________________
Name:________________________________ Name:______________________________
Title:_______________________________ Title:_____________________________
Taxpayer Taxpayer
Identification No.___________________ Identification No._________________
-3-
<PAGE>
EXHIBIT E
ASSIGNMENT
THIS ASSIGNMENT dated as of the day of __________, 19 , by and between
___________________________________________________ ("Assignor") and
_____________________________________ ("Assignee"), provides:
That for and in consideration of the sum of TEN DOLLARS ($10.00) and other
valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, the parties hereby agree as follows:
1. Assignor hereby grants, transfers and assigns to Assignee all of the
right, title and interest of Assignor, as Certificateholder, in, to and under
that certain Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of June 1, 1996, by and among LaSalle National Bank, as
Trustee ("Trustee"), Superior Bank FSB, as Depositor, and Lee Servicing Company,
a division of Superior Bank FSB, as Servicer, and that certain Certificate,
Class _____, No. __, Series 1996-2 (the "Certificate") issued thereunder and
authenticated by the Trustee.
2. For the purpose of inducing Assignee to purchase the Certificate from
Assignor, Assignor warrants and represents that:
a. Assignor is the lawful owner of the Certificate with the full right to
transfer the Certificate free from any and all claims and encumbrances
whatsoever;
b. The Assignor has not received notice, and has no knowledge of any
offsets, counterclaims or other defenses available to the Servicer with respect
to the Pooling and Servicing Agreement or the Certificate; and
c. [The Assignor has no knowledge of and has not received notice of any
amendments to the Pooling and Servicing Agreement or the Certificate.] [The
Pooling and Servicing Agreement has been amended pursuant to _____________ dated
_________________]
3. By execution hereof Assignee agrees to be bound, as Certificateholder,
by all of the terms, covenants and conditions of the Pooling and Servicing
Agreement and the Certificate, and from and after the date hereof Assignee
assumes for the benefit of each of the Servicer, the Depositor, the Trustee, the
Certificate Registrar and the Assignor all of Assignor's obligations as
Certificateholder thereunder.
4. The Assignee warrants and represents to, and covenants with, the
Assignor, the Depositor, the Trustee, the Certificate Registrar and the Servicer
that:
<PAGE>
a. The Assignee agrees to be bound, as Certificateholder, by the
restrictions on transfer contained in the Pooling and Servicing Agreement; and
b. Either: (1) the Assignee is not an employee benefit plan within the
meaning of section 3(3) of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA") (a "Plan"), or a plan within the meaning of section
4975(e)(1) of the Internal Revenue Code of 1986 ("Code") (also a "Plan"), and
the Assignee is not directly or indirectly purchasing the Certificate on behalf
of, as investment manager of, as named fiduciary of, as trustee of, or with
assets of a Plan; or (2) the Assignee is a Plan, but the Assignee's purchase of
the Certificate will not result in a prohibited transaction under section 406 of
ERISA or section 4975 of the Code and attached hereto is the certification and
opinion of counsel required under Section 4.02(c) of the Pooling and Servicing
Agreement.
5. This Assignment may be executed in one or more counterparts and by the
different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts, together, shall
constitute one and the same agreement.
WITNESS the following signatures.
___________________________________, __________________________________,
Assignor Assignee
By:_________________________________ By:_______________________________
Name:_______________________________ Name:_____________________________
Title:______________________________ Title:____________________________
Taxpayer Taxpayer
Identification No.__________________ Identification No.________________
-2-
<PAGE>
State of ___________ )
) ss.:
County of __________ )
On the ___________ day of ______________, 19__ before me, a Notary Public
in and for the State of __________, personally appeared ___________ known to me
to be ________________________ of _________________________________, the
________________ that executed the within instrument and also known to me to be
the person who executed it on behalf of said corporation, and acknowledged to me
that such ________________ executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
__________________________________
Notary Public
My Commission expires ____________
<PAGE>
State of ___________ )
) ss.:
County of __________ )
On the ___________ day of ______________, 19__ before me, a Notary Public
in and for the State of ____________, personally appeared ___________ known to
me to be ________________________ of _________________________________, the
________________ that executed the within instrument and also known to me to be
the person who executed it on behalf of said corporation, and acknowledged to me
that such ________________ executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
__________________________________
Notary Public
My Commission expires ____________
<PAGE>
EXHIBIT E(1)
WIRING INSTRUCTIONS FORM
______________, 19__
[Paying Agent]
[Trustee]
Re: AFC Mortgage Loan Asset Backed Certificates, Series
1996-2, Class ___, No. __, issued pursuant to that
certain Pooling and Servicing Agreement, dated as of
June 1, 1996, among Superior Bank FSB, as Depositor, Lee
Servicing Company, a division of Superior Bank FSB, as
Servicer, and LaSalle National Bank, as Trustee
___________________________________________________________
Dear Sir:
In connection with the sale of the above-captioned Certificate by
__________________ to ________________________ ("Transferee") you, as Paying
Agent with respect to the related Certificates, are instructed to make all
remittances to Transferee as Certificateholder as of _________, 199__ by wire
transfer. For such wire transfer, the wiring instructions are as follows:
Bank Name: _______________________________
City & State: _______________________________
ABA No.: _______________________________
Account Name: _______________________________
Account No.: _______________________________
Attention: _______________________________
_______________________________
Transferee
Certificateholder's notice address:
Name:
Address:
<PAGE>
EXHIBIT F
FORM OF TRUSTEE INITIAL CERTIFICATION
______________, 19__
[Certificate Insurer]
[Servicer]
[Purchaser]
[Certificateholder]
Re: Pooling and Servicing Agreement, dated as of June 1, 1996,
among Superior Bank FSB, as Depositor, Lee Servicing Company,
a division of Superior Bank FSB, as Servicer, and LaSalle
National Bank, as Trustee
Gentlemen:
In accordance with Section 2.05 of the above-captioned Pooling and
Servicing Agreement, the undersigned, as Trustee, hereby certifies that, except
as noted on the attachment hereto, if any (the "Loan Exception Report"), it or
the Custodian on its behalf has received the documents referred to in Section
2.04(a) of the Pooling and Servicing Agreement with respect to each Mortgage
Loan listed in the related Mortgage Loan Schedule and such documents appear to
bear original signatures or copies of original signatures if the original
documents have not yet been delivered.
The Trustee has made no independent examination of any such documents
beyond the review specifically required in the above-referenced Pooling and
Servicing Agreement. The Trustee makes no representations as to: (i) the
validity, legality, sufficiency, enforceability or genuineness of any such
documents or any of the Mortgage Loans identified on the related Mortgage Loan
Schedule, or (ii) the collectability, insurability, effectiveness or suitability
of any such Mortgage Loan.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Pooling and Servicing
Agreement.
LASALLE NATIONAL BANK,
as Trustee
By:_______________________________
Name:_____________________________
Title:____________________________
<PAGE>
EXHIBIT F-1
FORM OF TRUSTEE INTERIM CERTIFICATION
______________, 19__
[Certificate Insurer]
[Depositor]
[Servicer]
[Certificateholders]
Re: Pooling and Servicing Agreement, dated as of June 1, 1996,
among Superior Bank FSB, as Depositor, Lee Servicing Company,
a division of Superior Bank FSB, as Servicer, and LaSalle
National Bank, as Trustee
______________________________________________________________
Gentlemen:
In accordance with the provisions of Section 2.05 of the above-referenced
Pooling and Servicing Agreement, the undersigned, as Trustee, hereby certifies
that as to each Mortgage Loan listed in the related Mortgage Loan Schedule
(other than any Mortgage Loan paid in full or any Mortgage Loan listed on the
attachment hereto), it has reviewed (or caused to be reviewed) the documents
delivered to it or the Custodian on its behalf pursuant to Section 2.04 of the
Pooling and Servicing Agreement and has determined that (i) all documents
required to be delivered to it pursuant to the Pooling and Servicing Agreement
as of the date hereof are in its possession or in the possession of the
Custodian on its behalf (other than items listed in Section 2.04(f) of the
Pooling and Servicing Agreement), (ii) none of the documents delivered to it or
the Custodian on its behalf have been mutilated, damaged, torn or otherwise
physically altered and all such documents relate to such Mortgage Loan, (iii)
based on its examination, or the examination of the Custodian on its behalf, and
only as to the foregoing documents, the information set forth in the related
Mortgage Loan Schedule respecting such Mortgage Loan is correct and (iv) each
Mortgage Note has been endorsed as provided in Section 2.04 of the Pooling and
Servicing Agreement. The Trustee has made no independent examination of such
documents beyond the review specifically required in the above-referenced
Pooling and Servicing Agreement. The Trustee makes no representations as to: (i)
the validity, legality, enforceability or genuineness of any of the documents
contained in each Trustee's Mortgage File or any of the Mortgage Loans
identified on the related Mortgage Loan Schedule, or (ii) the collectability,
insurability, effectiveness or suitability of any such Mortgage Loan.
<PAGE>
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Pooling and Servicing
Agreement.
LASALLE NATIONAL BANK,
as Trustee
By:________________________________
Name:______________________________
Title:_____________________________
-2-
<PAGE>
EXHIBIT G
FORM OF TRUSTEE FINAL CERTIFICATION
_____________, 19__
[Certificate Insurer]
[Servicer]
[Certificateholders]
[Depositor]
Re: Pooling and Servicing Agreement, dated as of June 1, 1996,
among Superior Bank FSB, as Depositor, Lee Servicing Company,
a division of Superior Bank FSB, as Servicer, and LaSalle
National Bank, as Trustee, relating to AFC Mortgage Loan
Asset Backed Certificates, Series 1996-2
________________________________________________________________
Gentlemen:
In accordance with Section 2.05 of the above-captioned Pooling and
Servicing Agreement, the undersigned, as Trustee, hereby certifies that, except
as noted on the attachment hereto, as to each Mortgage Loan listed in the
related Mortgage Loan Schedule (other than any Mortgage Loan paid in full or
listed on the attachment hereto) it or the Custodian on its behalf has reviewed
the documents delivered to it or to the Custodian on its behalf pursuant to
Section 2.04 of the Pooling and Servicing Agreement and has determined that (i)
all documents required to be delivered to it pursuant to the Pooling and
Servicing Agreement as of the date hereof are in its possession or in the
possession of the Custodian on its behalf (except that no certification is given
as to the items listed in Section 2.04(f) of the Pooling and Servicing
Agreement), (ii) none of the documents delivered to it or the Custodian on its
behalf have been mutilated, damaged, torn or otherwise physically altered and
all such documents relate to such Mortgage Loan, (iii) based on its examination,
and only as to the foregoing documents, the information set forth in the related
Mortgage Loan Schedule respecting such Mortgage Loan is correct and (iv) each
Mortgage Note has been endorsed as provided in Section 2.04 of the Pooling and
Servicing Agreement. The Trustee has made no independent examination of such
documents beyond the review specifically required in the above-referenced
Pooling and Servicing Agreement. The Trustee makes no representations as to: (i)
the validity, legality, enforceability or genuineness of any of the documents
contained in each Trustee's Mortgage File or any of the Mortgage Loans
identified on the related Mortgage Loan Schedule, or (ii) the collectability,
insurability, effectiveness or suitability of any such Mortgage Loan.
<PAGE>
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Pooling and Servicing
Agreement.
LASALLE NATIONAL BANK,
as Trustee
By:______________________________
Name:____________________________
Title:___________________________
-2-
<PAGE>
Page 1
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule
A division of Superior Bank FSB 1996-2 Class 1 - Initial Pool of Fixed Rate Mortgages - Settlement 6/19/96
Principal
Zip Balance at
Sale ID Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
BS10 10266089220 NOTARO PETER 60 WOODLAND AVENUE CENTRAL ISLIP NY 11722 16,000.00
BS10 10266089511 BROWN KOLMAN HENRY MORSE ROAD ROXBURY NY 12474 153,000.00
BS10 10266096187 EDWARDS DAVID A 507 WEST 2700 SOUTH SYRACUSE UT 84075 10,151.00
BS10 10266096688 FLYNN M PAMELA 740 KINGS HIGHWAY MOORESTOWN NJ 08057 24,600.00
BS10 10266098227 NISHIBUN JACKIE BURKE 1455 WEST GREGORY CHICAGO IL 60640 30,000.00
BS10 10266098437 VALDEZ RAYMOND J 1416 NORTH 4300 WEST PLAIN CITY UT 84404 17,000.00
BS10 10266099382 NULL CARL E 22125 HIGHWAY 315 ORANGE SPRINGS FL 32182 39,000.00
BS10 10266099956 MARSHALL JAMES C 6886 SOUTH SPARROWTAIL ROAD WEST JORDAN UT 84084 29,200.00
BS10 10266100384 SAKHICHAND ARVIND 9B GREENSBORO BOULEVARD CLIFTON PARK NY 12065 73,950.00
BS10 10266100744 PROCTER MARVIN D 12482 SOUTH RED ELM WAY RIVERTON UT 84065 20,834.00
BS10 10266100850 WILLIAMS NORMAN R 5055 WHIMSICAL DRIVE COLORADO SPRINGS CO 80917 19,000.00
BS10 10266100911 PARRY THEODORE 2464 VAN BUREN AVENUE OGDEN UT 84401 22,200.00
BS10 10266101242 VEDAA RONALD BARRY 1786 NORTH GREGORY DRIVE LAYTON UT 84041 26,731.00
BS10 10266101246 ANDREWS JAMES WILLIAM 2391 HARRIS COURT SAN JOSE CA 95124 56,250.00
BS10 10266101255 STOVICEK SCOTT 705 NORFOLK WESTCHESTER IL 60154 25,000.00
BS10 10266101503 BARBER LILLIE 8005 SOUTH MICHIGAN AVENUE CHICAGO IL 60619 58,500.00
BS10 10266101565 ROST DONALD L 4630 EAST GROVERS AVENUE PHOENIX AZ 85032 14,750.00
BS10 10266101652 HAILEY BETTYE J 400 DOMINO DRIVE ORLANDO FL 32805 81,000.00
BS10 10266101856 STEIN OWEN ALLAN 283 DANBURY ROAD RIDGEFIELD CT 06877 90,000.00
BS10 10266101981 TEMPLE HENRIETTA 2108 W 70TH PL CHICAGO IL 60636 31,200.00
BS10 10266102038 PALLOTTA RICHARD 388 SCHLOMANN DRIVE ORADELL NJ 07649 55,000.00
BS10 10266102171 JACILDONE VIOLETA M 1527 WILLSHIRE DRIVE COLORADO SPRINGS CO 80906 44,000.00
BS10 10266102292 TOOFANI BAHMAN 231 CRESCENT LANE CLIFFSIDE PARK NJ 07010 119,000.00
BS10 10266102376 OSBORNE NOAH J 3892 RUTH STREET AUGUSTA GA 30909 28,500.00
BS10 10266102417 WEST MARCUS C 1320 JAMES ST WOODBURN OR 97071 106,000.00
BS10 10266102424 GLASPY CHARLES W JR 20002 MARINE DRIVE STANWOOD WA 98292 32,000.00
BS10 10266102475 WALLACE CHESTER L 5054 WEST REGENT INDIANAPOLIS IN 46241 35,000.00
BS10 10266102597 HANSEN FRED 6507 SOUTH WESTBROOK DRIVE WEST JORDAN UT 84084 37,000.00
BS10 10266102645 WILKINSON M SCOTT 3888 NORTH LITTLE ROCK DRIVE PROVO UT 84604 29,760.00
BS10 10266102819 RICHARDSON RAYMOND D 6620 TUDOR COURT GLADSTONE OR 97027 37,500.00
BS10 10266102851 DALY CINTELIA G 3146 SEYMOUR AVENUE BRONX NY 10469 152,000.00
BS10 10266103091 LEWIS LORNA FITZCHARLES 161 GLEN STREET BROOKLYN NY 11208 122,400.00
BS10 10266103330 JONES THERESA 230 NORTH CLINTON STREET EAST ORANGE NJ 07017 91,000.00
BS10 10266103379 LYON STEPHEN A 1045 TANTRA PARK CIR. BOULDER CO 80303 33,670.00
BS10 10266103496 GONZALEZ OSCAR 6845 CORN TASSLE DRIVE COLORADO SPRINGS CO 80911 25,400.00
BS10 10266103526 TOOFANI BAHMAN 233 CRESCENT LANE CLIFFSIDE PARK NJ 07010 133,000.00
BS10 10266103534 COLANGELO MICHAEL A 84 BROAD STREET SUMMIT NJ 07901 25,000.00
BS10 10266103559 PULERI ANGELO 16 PAYNE WHITNEY LANE MANHASSET NY 11030 150,000.00
BS10 10266103578 SABOL DENNIS A 3000 WEST LOBO ROAD TUCSON AZ 85741 23,000.00
BS10 10266103660 BARCHITTA PAUL 3393 RICHMOND ROAD STATEN ISLAND NY 10306 240,000.00
BS10 10266103679 WILLIAMS BETTIE J 9529 SOUTH OGLESBY CHICAGO IL 60617 35,000.00
BS10 10266103691 CHIN PHOEUN 1322 WEST 76TH STREET CLEVELAND OH 44102 58,600.00
BS10 10266103746 FRISBIE ALMA M 1880 SOUTH FLANDERS WAY AURORA CO 80017 22,360.00
BS10 10266103821 BECHEN DANIEL J 8882 SOUTH BALSAM STREET LITTLETON CO 80123 14,200.00
BS10 10266103827 GHOLSON CATHY 12614 SOUTH UNION AVENUE CHICAGO IL 60628 30,000.00
BS10 10266103926 REID ANITA F 1910 WEST 300 SOUTH PROVO UT 84601 13,500.00
BS10 10266103961 GRAHAM MITCHELL L 805 DANIEL COURT MAXTON NC 28364 71,400.00
BS10 10266103962 CHU YAO H 257 BUCKRAM RAM ROAD LOCUST VALLEY NY 11560 87,000.00
BS10 10266104162 TANA MARYANN 724 FARNHAM PLACE BEL AIR MD 21014 30,000.00
BS10 10266104247 GALLEGOS TRINIDAD C 9349 GUADALUPE TRAIL NW ALBUQUERQUE NM 87114 70,000.00
BS10 10266104291 HIX JERROLD S 5800 SOUTH HURON STREET LITTLETON CO 80120 20,000.00
BS10 10266104294 FERRANTE MICHELE 36 ROSENBROOK DRIVE LINCOLN PARK NJ 07035 316,000.00
BS10 10266104311 BREWER PHILIP F 3014 MONICA DRIVE WEST COLORADO SPRINGS CO 80916 21,000.00
BS10 10266104317 HANSEN DANNY J 2640 CRITTERS COVE BLOOMFIELD NM 87413 68,000.00
BS10 10266104345 LISBY DALE A 1015 ELM STREET SHELBYVILLE IN 46176 47,600.00
BS10 10266104374 SULLIVAN GLEN R 11 LAKEWOOD DRIVE OXFORD PA 19363 47,100.00
BS10 10266104402 PARKS ALAN J SR 2840 WEST ALICE AVENUE PHOENIX AZ 85051 19,500.00
BS10 10266104453 BLACKMAN CHARLES 203 WARREN STREET ENGLEWOOD NJ 07631 77,000.00
BS10 10266104528 MIZELL FRED W 6662 FREDRICK DRIVE COLORADO SPRINGS CO 80918 23,380.00
BS10 10266104673 JOHNSON ROLAND T 5872 WEST CHESTNUT AVENUE LITTLETON CO 80123 33,900.00
BS10 10266104699 BRODASKY DONALD E 11 AILEEN DRIVE MADISON CT 06443 33,850.00
BS10 10266104782 MAIGNAN ANDREE 88-28 184TH STREET HOLLIS NY 11423 33,000.00
</TABLE>
<TABLE>
<CAPTION>
Cut-off Date First Original Current Scheduled
Principal Payment Maturity Rem Date LTV Mortgage Payment
Sale ID Account Balance Date Date Term Due Ratio Rate Int & Prin
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BS10 10266089220 15,691.32 12/01/95 11/01/10 173.00 06/01/96 84.7 11.150 183.37
BS10 10266089511 152,913.23 12/08/95 11/08/10 173.23 06/08/96 79.6 10.200 1,365.35
BS10 10266096187 10,119.76 03/07/96 02/07/11 176.22 06/07/96 79.8 14.700 139.99
BS10 10266096688 23,757.49 01/11/96 12/11/05 114.31 07/11/96 87.7 12.500 360.09
BS10 10266098227 30,000.00 04/22/96 03/22/16 237.67 06/22/96 12.7 13.990 372.84
BS10 10266098437 16,920.37 03/16/96 02/16/11 176.52 06/16/96 53.7 13.850 224.69
BS10 10266099382 38,695.88 04/08/96 03/08/11 177.21 07/08/96 75.0 14.000 519.38
BS10 10266099956 29,025.82 03/06/96 02/06/11 176.19 06/06/96 81.7 12.940 368.30
BS10 10266100384 73,753.02 04/12/96 03/12/11 177.34 06/12/96 85.0 9.200 605.69
BS10 10266100744 20,834.00 04/13/96 03/13/11 177.37 06/13/96 79.7 15.000 263.43
BS10 10266100850 19,000.00 04/13/96 03/13/16 237.37 06/13/96 90.0 11.150 198.06
BS10 10266100911 22,181.60 03/21/96 02/21/16 236.68 06/21/96 84.2 12.450 251.44
BS10 10266101242 26,570.33 03/21/96 02/21/11 176.68 06/21/96 84.9 12.940 337.16
BS10 10266101246 56,250.00 04/01/96 03/01/11 177.00 06/01/96 90.0 11.700 664.28
BS10 10266101255 24,963.83 05/01/96 04/01/16 238.00 06/01/96 65.3 12.400 282.27
BS10 10266101503 57,932.07 05/01/96 04/01/26 358.00 07/01/96 62.2 10.990 556.67
BS10 10266101565 14,666.20 04/19/96 03/19/11 177.57 06/19/96 84.7 9.900 157.60
BS10 10266101652 80,866.59 03/01/96 02/01/11 176.00 07/01/96 75.0 12.500 864.48
BS10 10266101856 89,973.05 03/28/96 02/28/11 176.91 05/28/96 79.8 14.500 1,228.95
BS10 10266101981 31,062.06 05/01/96 04/01/11 178.00 07/01/96 60.0 11.750 369.45
BS10 10266102038 54,905.31 03/14/96 02/14/11 176.45 06/14/96 74.1 11.700 553.07
BS10 10266102171 44,000.00 04/12/96 03/12/11 177.34 06/12/96 51.7 9.050 355.62
BS10 10266102292 119,000.00 04/25/96 03/25/11 177.76 05/25/96 70.0 8.990 956.64
BS10 10266102376 28,385.32 04/15/96 03/15/11 177.44 06/15/96 90.0 11.400 280.07
BS10 10266102417 106,000.00 04/18/96 03/18/11 177.53 06/18/96 78.5 9.700 906.81
BS10 10266102424 31,875.04 04/15/96 03/15/11 177.44 06/15/96 84.3 13.200 409.10
BS10 10266102475 35,000.00 04/26/96 03/26/16 237.80 05/26/96 70.0 9.500 326.25
BS10 10266102597 36,895.36 03/26/96 02/26/11 176.84 05/26/96 84.6 12.700 460.86
BS10 10266102645 29,743.75 03/19/96 02/19/16 236.61 05/19/96 85.0 12.450 337.07
BS10 10266102819 37,500.00 04/15/96 03/15/11 177.44 06/15/96 89.4 11.150 361.38
BS10 10266102851 151,866.12 04/07/96 03/07/26 357.17 06/07/96 80.0 9.800 1,311.50
BS10 10266103091 122,296.82 03/16/96 02/16/11 176.52 05/16/96 80.0 11.000 1,165.64
BS10 10266103330 91,000.00 03/28/96 02/28/11 176.91 05/28/96 70.0 12.950 1,003.09
BS10 10266103379 33,619.44 04/13/96 03/13/11 177.37 06/13/96 84.9 12.200 351.53
BS10 10266103496 25,306.20 04/19/96 03/19/11 177.57 06/19/96 70.1 9.600 266.77
BS10 10266103526 133,000.00 04/25/96 03/25/11 177.76 05/25/96 70.0 9.250 1,094.16
BS10 10266103534 25,000.00 05/01/96 04/01/11 178.00 06/01/96 76.3 11.690 295.07
BS10 10266103559 150,000.00 04/25/96 03/25/11 177.76 05/25/96 55.7 9.490 1,260.19
BS10 10266103578 22,974.88 04/19/96 03/19/11 177.57 06/19/96 65.5 10.700 213.84
BS10 10266103660 240,000.00 04/25/96 03/25/11 177.76 06/25/96 53.3 9.400 2,000.56
BS10 10266103679 35,000.00 05/01/96 04/01/16 238.00 06/01/96 54.6 9.750 331.98
BS10 10266103691 58,454.30 05/01/96 04/01/16 238.00 07/01/96 84.9 11.000 604.86
BS10 10266103746 22,325.30 04/19/96 03/19/16 237.57 06/19/96 84.9 9.900 214.30
BS10 10266103821 14,147.31 04/19/96 03/19/11 177.57 06/19/96 89.9 11.150 162.74
BS10 10266103827 30,000.00 05/01/96 04/01/11 178.00 06/01/96 57.6 11.500 350.46
BS10 10266103926 13,494.15 04/12/96 03/12/11 177.34 06/12/96 42.8 9.990 144.99
BS10 10266103961 71,400.00 05/01/96 04/01/11 178.00 06/01/96 85.0 10.100 631.87
BS10 10266103962 86,725.01 04/27/96 03/27/11 177.83 06/27/96 84.8 12.390 1,066.07
BS10 10266104162 29,563.88 04/12/96 03/12/11 177.34 06/12/96 84.6 13.950 398.52
BS10 10266104247 69,908.65 04/15/96 03/15/11 177.44 06/15/96 64.8 8.990 562.73
BS10 10266104291 19,907.93 04/12/96 03/12/11 177.34 06/12/96 76.7 13.250 256.35
BS10 10266104294 315,288.31 03/23/96 02/23/26 356.75 06/23/96 80.0 9.990 2,770.79
BS10 10266104311 20,745.24 04/11/96 03/11/11 177.30 07/11/96 83.3 9.490 219.16
BS10 10266104317 68,000.00 04/18/96 03/18/11 177.53 05/18/96 74.6 9.900 726.58
BS10 10266104345 47,600.00 05/01/96 04/01/26 358.00 06/01/96 85.0 11.000 453.31
BS10 10266104374 47,100.00 03/28/96 02/28/11 176.91 05/28/96 89.9 11.950 482.66
BS10 10266104402 19,352.40 04/25/96 03/25/11 177.76 06/25/96 84.9 12.200 236.55
BS10 10266104453 76,858.65 04/11/96 03/11/26 357.30 06/11/96 74.0 11.990 791.44
BS10 10266104528 23,142.69 04/12/96 03/12/11 177.34 07/12/96 89.9 10.740 261.93
BS10 10266104673 33,711.21 04/11/96 03/11/11 177.30 06/11/96 37.4 10.950 384.24
BS10 10266104699 33,797.04 05/02/96 04/02/11 178.03 07/02/96 89.9 11.150 326.20
BS10 10266104782 32,972.43 05/01/96 04/01/26 358.00 07/01/96 84.9 12.200 344.53
</TABLE>
<PAGE>
Page 2
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule
A division of Superior Bank FSB 1996-2 Class 1 - Initial Pool of Fixed Rate Mortgages - Settlement 6/19/96
Principal
Zip Balance at
Sale ID Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
BS10 10266104790 BROWN DAVID L 200 E LINDON WAY MURRAY UT 84107 45,000.00
BS10 10266104792 STANCE JOHN M 16746 VICKY LANE ORLAND HILLS IL 60477 111,000.00
BS10 10266104796 TRIEBE LINDA J 516 TURTLE HATCH LANE NAPLES FL 33940 50,000.00
BS10 10266104870 WILLIAMS SALLY PEARL 1605 MCDANIEL AVENUE EVANSTON IL 60201 86,800.00
BS10 10266104904 PARHAM LAWRENCE B 902 DUNSTER DRIVE OXON HILL MD 20745 74,000.00
BS10 10266104932 SCOGGINS CATHERINE R 4822 5TH STREET NORTHWEST WASHINGTON DC 20011 98,000.00
BS10 10266104947 BACHAND BERNARD 1189 OAK STREET SILVERTON OR 97381 50,939.00
BS10 10266104967 WILLIAMS DWIGHT 3236 SPRIGGS REQUEST WAY MITTCHELLVILLE MD 20721 212,500.00
BS10 10266105062 MEYER MERVIN 11688 WEST MARLOWE AVENUE MORRISON CO 80465 94,400.00
BS10 10266105063 WHITED NELDA M 13091 SOUTH REED ROAD EATON TWP OH 44044 72,000.00
BS10 10266105098 KIRKLAND LEE W 304 ECHO VALLEY LANE NEWTOWN SQUARE PA 19073 58,000.00
BS10 10266105121 MALGIERI PHYLLIS 615 WAINWRIGHT AVENUE STATEN ISLAND NY 10312 60,000.00
BS10 10266105178 POTTS VALERIE 33 SCHOLAR LANE LEVITTOWN NY 11756 65,000.00
BS10 10266105184 LECKEMBY ROBERT F 6832 VANCE ST ARVADA CO 80003 26,225.00
BS10 10266105281 ALLEN WILLIAM BURKE 3440 GLAVIS ROAD FALLS CHURCH VA 22044 49,000.00
BS10 10266105307 RAMOS ARACELIO 7221 TAYLOR STREET HOLLYWOOD FL 33024 16,400.00
BS10 10266105315 PITT MARGARET L 2028 C STREET NORTHEAST WASHINGTON DC 20002 62,500.00
BS10 10266105324 PLUMP LURLEAN 5628 S LOOMIS CHICAGO IL 60636 49,600.00
BS10 10266105341 PORFYRIS PETROS 248-65 THORNHILL AVENUE DOUGLASTON NY 11362 131,000.00
BS10 10266105403 HAAKENSON ROYCE A 4386 NORTH STATE ROAD 189 OAKLEY UT 84055 17,969.00
BS10 10266105404 HANKS GERALD KEVIN 8844 SOUTH 4500 WEST PAYSON UT 84651 42,000.00
BS10 10266105448 DETKO PATRICIA E 919 5TH STREET GOLDEN CO 80403 91,800.00
BS10 10266105468 FELEPPA EDWARD E JR 110 LOWER ROAD GUILFORD CT 06437 135,000.00
BS10 10266105494 IOZZIA GIOVANNI 183 LARUE ROAD NEWFOUNDLAND NJ 07435 20,600.00
BS10 10266105541 HINTON KIMBERLY LEWIS 34481 PINY POINT ROAD EVERGREEN CO 80439 42,000.00
BS10 10266105576 CAREY JOAN ELLEN 6713 SOUTH MARSHROCK RD WEST JORDAN UT 84084 17,485.00
BS10 10266105589 BUTTERFIELD DONNIE D 7730 SOUTH 2320 WEST WEST JORDAN UT 84084 35,550.00
BS10 10266105594 KNAPP BEVERLY D 19795 E LINVALE DRIVE AURORA CO 80013 21,950.00
BS10 10266105747 JOHNSTON RHEA A 2951 SOUTH DRAWBRIDGE WAY WEST VALLEY CITY UT 84120 18,241.00
BS10 10266105910 SOLOMON RENA ANNETTE 5844 MARIPOSA DRIVE HOLIDAY FL 34690 46,700.00
BS10 10266105961 GILMORE BETTY A 3 LUNIS AVENUE E GREENBUSH NY 12144 60,000.00
BS10 10266105967 ALSTON BENNIE J 18236 PRAIRIE DETROIT MI 48221 32,500.00
BS10 10266106006 FITZPATRICK EDWARD 32 MILFORD LANE UNIT 6C SUFFERN NY 10901 77,700.00
BS10 10266106028 GARCIA SILVIA RANGEL 96 HARTLEY WOODS DRIVE KENNESAW GA 30144 75,960.00
BS10 10266106043 LINDLAND CARRIE B 7426 MEADOWDALE LANE CHARLOTTE NC 28212 60,000.00
BS10 10266106115 DEAN DIANA R 82 WHITE OAK CIRLCE ST. CHARLES IL 60174 118,000.00
BS10 10266106122 WADDELL MARCELL A 178-20 SELOVER ROAD ST ALBANS NY 11434 176,000.00
BS10 10266106165 SEARCY MARVIN W 585 SHENANDOAH DRIVE CALHOUN GA 30701 56,150.00
BS10 10266106219 SAUNDERS ARTHUR 2037 WEST WASA STREET WEST JORDAN UT 84088 22,227.00
BS10 10266106226 LAM YEN VAN 4944 WEST CHERRYWOOD LANE WEST VALLEY CITY UT 84120 16,377.00
BS10 10266106371 OTTENSMAN NANCY 208 DELAWARE STREET GLASCO NY 12432 76,400.00
BS10 10266106383 O'KARMA CHRISTINE DAWN 3464 SOUTH PATRICK DRIVE MAGNA UT 84044 17,150.00
BS10 10266106483 FORTINI JAMES J 221 VANDERBILT STREET BROOKLYN NY 11218 289,000.00
BS10 10266106544 SCOTT MATTIE L 16556 SOUTH WINCHESTER MARKHAM IL 60426 39,200.00
BS10 10266106579 MARCHESI ANTHONY 71 WEST JAMAICA AVENUE VALLEY STREAM NY 11580 120,000.00
BS10 10266106629 KEELER MARIA R 1111 ROCKAWAY AVENUE VALLEY STREAM NY 11581 40,000.00
BS10 10266106694 MCCLURE GERALD S 448 ALFRETON COURT SEVERNA PARK MD 21146 225,000.00
BS10 10266106752 WIXOM DOUGLAS A 4304 NORTH WINDSOR DRIVE PROVO UT 84604 33,845.00
BS10 10266106771 DETTORRE PASQUALE F 25823 NORTH 101ST AVENUE PEORIA AZ 85382 146,000.00
BS10 10266106934 WALLACE BRIAN L 3 DEVONWOOD ROAD WAYNE PA 19087 66,100.00
BS10 10266106945 THOMPSON TIMOTHY V 1422 DUNN ROAD FAYETTEVILLE NC 28301 76,500.00
BS10 10266107000 COTA ALLEN RAYMOND 20 SMITH STREET DERBY CT 06418 68,000.00
BS10 10266107063 PHILLIPS ROGER ALLEN 6561 SWEET FERN COLUMBIA MD 21045 25,500.00
BS10 10266107230 VASATURO DIANA 224 CROSSWOOD ROAD BRANFORD CT 06405 60,000.00
BS10 10266107255 PAUL MICHAEL T 2308 ADA PLACE NE ALBUQUERQUE NM 87106 131,250.00
BS10 10266107276 MCABEE DEBORAH J 11100 CONSTITUTION NE ALBUQUERQUE NM 87112 88,200.00
BS10 10266107308 LOPEZ SYLVIA 23 JUNE ROAD LEVITTOWN PA 19056 20,600.00
BS10 10266107337 MESZAROS MICHAEL J 473 JENNY DRIVE YARDLEY PA 19067 20,600.00
BS10 10266107373 BAUGHMAN KATHRYN L 3461 GLENEAGLES DRIVE CHAMBERSBURG PA 17201 74,000.00
BS10 10266107408 MCINTOSH LLOYD 811 SOUTH DRIVE BALDWIN NY 11510 50,000.00
BS10 10266107519 HINES FRANKLIN L 14155 TENNYSON DRIVE HUDSON FL 34667 41,000.00
BS10 10266107555 CROSSWAY EUGENE B JR ROUTE 4 BOX 1028 CALLAHAN FL 32011 51,300.00
</TABLE>
<TABLE>
<CAPTION>
Cut-off Date First Original Current Scheduled
Principal Payment Maturity Rem Date LTV Mortgage Payment
Sale ID Account Balance Date Date Term Due Ratio Rate Int & Prin
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BS10 10266104790 44,734.24 04/05/96 03/05/11 177.11 06/05/96 73.0 10.850 507.24
BS10 10266104792 111,000.00 05/01/96 04/01/16 238.00 06/01/96 75.0 11.750 1,202.91
BS10 10266104796 49,992.31 04/26/96 03/26/11 177.80 05/26/96 72.6 11.350 489.43
BS10 10266104870 86,471.66 04/28/96 03/28/11 177.86 06/28/96 62.0 8.300 655.15
BS10 10266104904 73,880.42 04/12/96 03/12/11 177.34 06/12/96 79.5 10.500 676.91
BS10 10266104932 97,872.54 04/15/96 03/15/26 357.44 06/15/96 73.1 9.000 788.53
BS10 10266104947 50,844.78 04/20/96 03/20/11 177.60 06/20/96 84.9 11.700 512.23
BS10 10266104967 212,500.00 04/18/96 03/18/11 177.53 05/18/96 85.0 9.150 1,732.81
BS10 10266105062 94,400.00 04/19/96 03/19/16 237.57 05/19/96 80.0 10.200 923.52
BS10 10266105063 72,000.00 04/27/96 03/27/16 237.83 05/27/96 82.7 8.750 636.27
BS10 10266105098 57,893.68 04/22/96 03/22/16 237.67 06/22/96 68.3 11.350 612.55
BS10 10266105121 59,760.03 04/19/96 03/19/11 177.57 06/19/96 67.0 10.500 663.24
BS10 10266105178 64,898.08 04/26/96 03/26/16 237.80 05/26/96 89.9 11.150 677.57
BS10 10266105184 26,186.81 04/19/96 03/19/11 177.57 06/19/96 80.0 13.250 295.23
BS10 10266105281 49,000.00 04/15/96 03/15/26 357.44 06/15/96 80.0 11.700 492.73
BS10 10266105307 16,268.88 03/20/96 02/20/11 176.65 06/20/96 84.9 13.500 212.92
BS10 10266105315 61,882.50 04/15/96 03/15/11 177.44 06/15/96 69.4 9.950 546.17
BS10 10266105324 48,987.98 04/28/96 03/28/11 177.86 06/28/96 80.0 9.500 517.94
BS10 10266105341 131,000.00 04/01/96 03/01/11 177.00 06/01/96 90.0 11.850 1,332.38
BS10 10266105403 17,930.32 03/21/96 02/21/11 176.68 06/21/96 62.1 15.100 252.72
BS10 10266105404 41,928.21 03/21/96 02/21/16 236.68 06/21/96 78.8 11.100 436.38
BS10 10266105448 91,564.87 04/12/96 03/12/16 237.34 06/12/96 85.0 8.800 814.18
BS10 10266105468 134,810.45 04/15/96 03/15/11 177.44 06/15/96 78.5 11.750 1,362.70
BS10 10266105494 20,408.14 02/19/96 01/19/16 235.59 06/19/96 75.1 10.650 207.75
BS10 10266105541 41,860.89 04/12/96 03/12/11 177.34 06/12/96 62.0 10.700 469.49
BS10 10266105576 17,448.48 04/05/96 03/05/11 177.11 06/05/96 89.5 12.450 214.94
BS10 10266105589 35,550.00 04/19/96 03/19/11 177.57 05/19/96 87.0 11.150 342.59
BS10 10266105594 21,789.39 04/20/96 03/20/11 177.60 06/20/96 89.9 11.500 256.42
BS10 10266105747 18,151.19 03/27/96 02/27/11 176.88 06/27/96 87.2 12.350 223.05
BS10 10266105910 46,604.08 04/26/96 03/26/16 237.80 06/26/96 84.9 9.400 432.26
BS10 10266105961 60,000.00 04/26/96 03/26/11 177.80 05/26/96 64.5 10.850 564.60
BS10 10266105967 32,412.72 05/01/96 04/01/11 178.00 07/01/96 54.1 13.500 421.95
BS10 10266106006 77,700.00 04/18/96 03/18/11 177.53 06/18/96 60.7 10.350 702.05
BS10 10266106028 75,835.80 04/01/96 03/01/11 177.00 07/01/96 89.8 11.750 766.75
BS10 10266106043 59,951.70 04/27/96 03/27/11 177.83 06/27/96 68.1 10.500 548.84
BS10 10266106115 117,694.38 04/27/96 03/27/16 237.83 06/27/96 71.0 8.750 1,042.78
BS10 10266106122 176,000.00 04/28/96 03/28/11 177.86 05/28/96 80.0 9.500 1,479.90
BS10 10266106165 56,075.26 04/13/96 03/13/11 177.37 06/13/96 79.7 10.600 624.17
BS10 10266106219 22,126.86 04/04/96 03/04/11 177.07 06/04/96 90.0 12.350 271.79
BS10 10266106226 16,268.77 04/01/96 03/01/11 177.00 07/01/96 87.4 12.350 200.25
BS10 10266106371 76,395.71 04/27/96 03/27/11 177.83 05/27/96 80.0 12.550 818.35
BS10 10266106383 17,140.20 04/05/96 03/05/11 177.11 06/05/96 74.9 12.690 213.50
BS10 10266106483 288,596.41 05/01/96 04/01/11 178.00 07/01/96 85.0 9.990 2,534.05
BS10 10266106544 39,182.24 05/01/96 04/01/16 238.00 06/01/96 80.0 8.750 346.41
BS10 10266106579 119,997.36 04/12/96 03/12/11 177.34 06/12/96 72.7 9.990 1,052.20
BS10 10266106629 39,959.20 04/25/96 03/25/11 177.76 05/25/96 69.1 9.650 421.32
BS10 10266106694 224,290.64 04/21/96 03/21/11 177.63 06/21/96 90.0 10.900 2,125.74
BS10 10266106752 33,692.85 04/05/96 03/05/11 177.11 06/05/96 85.4 12.350 413.85
BS10 10266106771 146,000.00 04/22/96 03/22/11 177.67 06/22/96 64.8 9.990 1,280.18
BS10 10266106934 66,100.00 05/01/96 04/01/11 178.00 06/01/96 79.9 13.500 757.12
BS10 10266106945 76,447.18 04/27/96 03/27/16 237.83 05/27/96 85.0 8.750 676.04
BS10 10266107000 68,000.00 04/26/96 03/26/11 177.80 05/26/96 80.0 12.850 744.25
BS10 10266107063 25,434.43 04/27/96 03/27/06 117.83 05/27/96 89.9 11.150 353.43
BS10 10266107230 59,489.73 04/26/96 03/26/16 237.80 06/26/96 59.4 11.400 635.73
BS10 10266107255 130,963.80 04/15/96 03/15/26 357.44 06/15/96 75.0 10.700 1,220.26
BS10 10266107276 88,179.20 04/19/96 03/19/11 177.57 06/19/96 90.0 10.240 789.71
BS10 10266107308 20,546.33 05/01/96 04/01/11 178.00 06/01/96 89.9 11.150 236.08
BS10 10266107337 20,600.00 04/26/96 03/26/11 177.80 05/26/96 89.8 11.150 236.08
BS10 10266107373 73,298.04 04/12/96 03/12/11 177.34 07/12/96 72.5 9.990 648.86
BS10 10266107408 49,877.23 04/27/96 03/27/11 177.83 05/27/96 87.5 12.100 603.30
BS10 10266107519 41,000.00 04/26/96 03/26/16 237.80 05/26/96 89.8 11.150 427.39
BS10 10266107555 51,291.40 04/26/96 03/26/11 177.80 05/26/96 90.0 11.150 494.37
</TABLE>
<PAGE>
Page 3
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule
A division of Superior Bank FSB 1996-2 Class 1 - Initial Pool of Fixed Rate Mortgages - Settlement 6/19/96
Principal
Zip Balance at
Sale ID Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
BS10 10266107570 JAMES EDWARD D 507 EDGEHILL PARKWAY CARTHAGE NC 28327 26,900.00
BS10 10266107590 BRUCKNER MICHAL G 6713 MILLSTONE DRIVE NEW PORT RICHEY FL 34655 30,498.00
BS10 10266107761 GERENG DIONISIO ACUNA 168 MEADOW LARK ROAD NAUGATUCK CT 06770 104,400.00
BS10 10266107768 SUGGS PRINCE 145 23 176TH STREET SPRINGFIELD GARDENS NY 11434 29,000.00
BS10 10266107950 CANALE LOUIS 1554 XANTHIA STREET DENVER CO 80220 51,000.00
BS10 10266108066 HORNER ALBERT E JR 13 CARPENTER LANE BROWNS MILLS NJ 08015 79,050.00
BS10 10266108179 KOCUR MICHAEL J 280 WAYCROSS WAY ARNOLD MD 21012 128,850.00
BS10 10266108953 RUSSO DONALD 1 RUTGERS DRIVE TINTON FALLS NJ 07724 202,500.00
BS10 10266108954 PHANTON LEROY 504 EAST 40TH STREET BROOKLYN NY 11203 153,000.00
BS10 10266108989 WITTER WAYNE O 1266 WINDING BRANCH CR DUNWOODY GA 30338 125,000.00
BS10 10266108990 LATTY MICHAEL D 2804 DORSEY PEEK ROAD GAINESVILLE GA 30507 50,500.00
---------------------------------------- ------------------
135 Sale Total 8,866,902.00
</TABLE>
<TABLE>
<CAPTION>
Cut-off Date First Original Current Scheduled
Principal Payment Maturity Rem Date LTV Mortgage Payment
Sale ID Account Balance Date Date Term Due Ratio Rate Int & Prin
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BS10 10266107570 26,804.62 04/26/96 03/26/11 177.80 06/26/96 89.9 10.850 303.22
BS10 10266107590 30,117.84 04/27/96 03/27/11 177.83 06/27/96 89.0 10.900 344.73
BS10 10266107761 104,303.45 05/01/96 04/01/26 358.00 07/01/96 90.0 11.350 1,021.93
BS10 10266107768 28,957.38 04/27/96 03/27/11 177.83 05/27/96 18.7 9.900 309.86
BS10 10266107950 50,830.76 04/19/96 03/19/11 177.57 06/19/96 67.1 10.200 455.12
BS10 10266108066 79,050.00 04/28/96 03/28/11 177.86 05/28/96 85.0 9.500 664.70
BS10 10266108179 128,850.00 05/01/96 04/01/26 358.00 06/01/96 85.9 10.990 1,226.10
BS10 10266108953 202,500.00 04/14/96 03/14/11 177.40 06/14/96 90.0 10.750 1,890.30
BS10 10266108954 152,778.92 03/22/96 02/22/11 176.71 06/22/96 90.0 11.000 1,457.05
BS10 10266108989 124,490.82 03/22/96 02/22/11 176.71 06/22/96 33.3 12.450 1,329.22
BS10 10266108990 50,472.52 02/16/96 01/16/26 355.50 06/16/96 90.0 12.250 529.19
------------ ------------ -------------------------------------------
8,850,363.04 210.56 76.9 10.731 86,615.90
</TABLE>
<PAGE>
Page 4
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule
A division of Superior Bank FSB 1996-2 Class 1 - Initial Pool of Fixed Rate Mortgages - Settlement 6/19/96
Principal
Zip Balance at
Sale ID Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
BS13 10266087365 MIRANDA TRINIDAD IV 102 MAPLE STREET DOVER TWP NJ 08753 30,000.00
BS13 10266088070 FARRELL BRIAN J 1555 KIMBERLY COURT WANTAGH NY 11793 24,600.00
BS13 10266090219 SHEEDY CINDE M 35647 LAUREL AVENUE INGLESIDE IL 60041 35,000.00
BS13 10266097152 HAYWOOD VELMA 2212 CLIFTON AVENUE BALTIMORE MD 21216 38,000.00
BS13 10266097713 PALLER LEROY L 2122 E PALO VERDE DRIVE PHOENIX AZ 85016 225,000.00
BS13 10266098914 CAMBRON GEORGE 941 E MULBERRY KOKOMO IN 46901 24,500.00
BS13 10266099348 HANSEN HAL D 2635 SOUTH HIGHWAY 89-91 WELLSVILLE UT 84339 29,109.00
BS13 10266099585 FOOTE JUNIOR A 935 CRANFORD AVENUE BRONX NY 10466 148,000.00
BS13 10266100275 SMILEY RAY C 1962 BUSSING AVENUE BRONX NY 10466 46,250.00
BS13 10266100443 LEWIS HENRY M 300 WEST 2575 NORTH SUNSET UT 84015 14,000.00
BS13 10266101237 SIMMONS DAVID A 7776 SOUTH 1200 EAST MIDVALE UT 84047 56,899.00
BS13 10266101316 MUSILLAMI PATRICIA 8160 SOUTH WOLF ROAD LA GRANGE IL 60525 50,000.00
BS13 10266101451 CRICENTI MARY ANN 19 GARWOOD STREET CENTEREACH NY 11720 112,000.00
BS13 10266101784 KAYE STEPHAN 94 HAMILTON AVENUE STATEN ISLAND NY 10301 36,400.00
BS13 10266102009 KRUGER PAUL L 155 WEST 1440 NORTH OREM UT 84057 18,463.00
BS13 10266102145 DITTMER DONALD G 6439 EAST VOLTAIRE DRIVE SCOTTSDALE AZ 85254 17,600.00
BS13 10266102152 FINNEY THOMAS A 930 PETERS MOUNTAIN RD DAUPHIN PA 17018 29,200.00
BS13 10266102343 ZINNA JANEEN 1867 MADISON PLACE BROOKLYN NY 11229 60,000.00
BS13 10266102448 KELLEY TODD JOEL 1297 NORTH 1100 EAST LAYTON UT 84040 15,000.00
BS13 10266102451 TURNER JONATHAN C 109 NORTH 925 EAST OGDEN UT 84404 13,900.00
BS13 10266102680 HO LYNN N 3785 HICKORY HILL DRIVE COLORADO SPRINGS CO 80906 21,100.00
BS13 10266102685 HIGGINS L C 1218-20 NORTH LAMON CHICAGO IL 60651 78,000.00
BS13 10266102772 LEE PATRICK 255 VALLEY ROAD GREENWICH CT 06807 96,000.00
BS13 10266102911 HUNT NATHAN B 1215 NORTH QUINCY AVENUE OGDEN UT 84404 27,013.00
BS13 10266102964 KNEZEVICH VALERIE D 3471 WEST 2640 SOUTH SALT LAKE CITY UT 84119 21,000.00
BS13 10266103020 STEWART RHEMA 115-27 229TH STREET CAMBRIA HEIGHTS NY 11411 35,000.00
BS13 10266103095 HOLLINGSWORTH GERALD M SEVIER DRIVE HENDERSONVILLE NC 28739 26,000.00
BS13 10266103217 MUELLER MARILYNN H 2227 NORTH KEYSTONE AVENUE CHICAGO IL 60639 20,000.00
BS13 10266103225 WEST GARY E 265 MCKINLEY DRIVE BENNETT CO 80102 13,550.00
BS13 10266103358 TAYLOR KIMBERLY MOSELEY 4515 RANCH CIRCLE COLORADO SPRINGS CO 80918 19,000.00
BS13 10266103469 RUSSO FRANK 26 DUMOND PLACE CORAM NY 11727 112,000.00
BS13 10266103541 RHODES JOHN M 9880 WEST COAL MINE AVENUE LITTLETON CO 80123 50,000.00
BS13 10266103738 GUIDA JOSEPH 85 TOTTENHAM ROAD LYNBROOK NY 11563 20,800.00
BS13 10266103875 HERRERA ALEX A 9309 BENAVIDES ROAD SW ALBUQUERQUE NM 87121 74,800.00
BS13 10266103923 SANTOS RIZALINA C 309 WEST HAMPSHIRE DRIVE BLOOMINGDALE IL 60108 234,000.00
BS13 10266104078 INTRAVAIA GAETANO M 408 STEPHEN DRIVE LAKE PLACID FL 33852 41,925.00
BS13 10266104136 HUGHES RANDY B 420 GRAND COUNTRY ROAD 310 KREMMLING CO 80459 122,500.00
BS13 10266104139 MCLAUGHLIN MARY JEAN 100 UNCAS CIRCLE GUILFORD CT 06437 170,500.00
BS13 10266104194 LAUGHINGHOUSE GENEVA D 505 LONGFELLOW STREET NW WASHINGTON DC 20011 88,000.00
BS13 10266104368 WHITEHEAD BUSTER B 29160 SOUTH HIGHWAY 170 CANBY OR 97013 57,600.00
BS13 10266104487 JONES DONALD B BOX 746 48292 MULBERRY STREET SAINT INIGOES MD 20684 60,000.00
BS13 10266104607 MCCOY ALFONZA 6560 HIGHWAY 91 SARATOGA NC 27873 40,125.00
BS13 10266104634 RIDER HARRY E JR 1941 SOUTH CLAYTON STREET DENVER CO 80210 28,400.00
BS13 10266104667 LUTZEL BRUCE C 80 HIGH CLEAR DRIVE STAMFORD CT 06905 65,000.00
BS13 10266104669 MARK JOHN C 110 HOBBLEBUSH DRIVE LAKE ZURICH IL 60047 19,100.00
BS13 10266104671 MAIETTA JOHN A 130 LONG CREEK DRIVE SOUTHOLD NY 11971 65,250.00
BS13 10266104705 PETTINATO JOSEPH J IV 76 DAUM ROAD MANALAPAN NJ 07726 36,000.00
BS13 10266104725 PRIORE JOSEPH S 1721 PRIORE LANE ORANGE CITY FL 32763 115,500.00
BS13 10266104743 ATOR RONALD LEE 18356 E MANSFIELD AVE AURORA CO 80013 35,000.00
BS13 10266104764 WALDRON PETER 86-43 258TH STREET FLORAL PARK NY 11001 60,000.00
BS13 10266104839 MARTIN CLAUDE S 4111 12TH STREET NORTHEAST WASHINGTON DC 20017 92,000.00
BS13 10266104893 RODRIQUEZ MICHAEL 20 LOWELL DRIVE WAYNE NJ 07470 30,000.00
BS13 10266104927 ANDRADA BENEDICTO V 216 CUNNINGHAM DRIVE COLORADO SPRINGS CO 80911 59,500.00
BS13 10266104928 NELSON TIMOTHY E 2521 CORONA ST., NORTH COLORADO SPRINGS CO 80907 25,800.00
BS13 10266104939 THORNTON DAVE 3842 SOUTH SENNIE DRIVE MAGNA UT 84044 16,146.00
BS13 10266104964 VAZQUEZ VICTOR A 4014 ROSE AVENUE NAPLES FL 33962 15,750.00
BS13 10266104986 RASMUSSEN JOAN JACOBS 5880 WOODLAND DRIVE NORTH RIDGEVILLE OH 44039 20,000.00
BS13 10266105049 ROBERTSON JAMES L 6504 N ARTESIAN CHICAGO IL 60645 28,600.00
BS13 10266105147 HUSMANN ERNEST D 892 SOUTH UNION BOULEVARD LAKEWOOD CO 80228 32,800.00
BS13 10266105149 BEUTLER DAVID K 1633 NORTH 1450 WEST PROVO UT 84604 95,000.00
BS13 10266105173 CARMICHAEL EDITH 201 N 33RD AVENUE PHOENIX AZ 85009 46,000.00
BS13 10266105246 MOSS DENNIS H 12381 RIVERDALE ROAD BRIGHTON CO 80601 182,000.00
</TABLE>
<TABLE>
<CAPTION>
Cut-off Date First Original Current Scheduled
Principal Payment Maturity Rem Date LTV Mortgage Payment
Sale ID Account Balance Date Date Term Due Ratio Rate Int & Prin
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BS13 10266087365 29,436.40 11/02/95 10/02/10 172.01 07/02/96 68.8 10.950 340.04
BS13 10266088070 24,331.62 11/27/95 10/27/10 172.83 06/27/96 78.7 11.500 243.61
BS13 10266090219 34,973.73 05/05/96 04/05/16 238.13 06/05/96 68.4 12.500 397.65
BS13 10266097152 37,434.38 11/14/95 10/14/10 172.41 05/14/96 84.8 11.450 442.70
BS13 10266097713 224,563.24 03/28/96 02/28/11 176.91 06/28/96 40.9 9.990 1,972.87
BS13 10266098914 24,500.00 05/01/96 04/01/16 238.00 06/01/96 70.0 10.450 243.78
BS13 10266099348 29,109.00 04/01/96 03/01/11 177.00 06/01/96 83.7 12.350 355.94
BS13 10266099585 148,000.00 03/27/96 02/27/11 176.88 05/27/96 80.0 13.300 1,671.96
BS13 10266100275 44,703.07 04/22/96 03/22/11 177.67 09/22/96 75.0 11.250 449.21
BS13 10266100443 14,000.00 04/05/96 03/05/11 177.11 06/05/96 67.0 13.850 185.04
BS13 10266101237 56,683.13 03/28/96 02/28/11 176.91 06/28/96 79.5 15.000 796.35
BS13 10266101316 50,000.00 05/02/96 04/02/16 238.03 06/02/96 26.3 13.990 621.40
BS13 10266101451 112,000.00 04/21/96 03/21/26 357.63 05/21/96 79.4 11.700 1,126.25
BS13 10266101784 36,400.00 04/06/96 03/06/11 177.14 06/06/96 84.9 13.200 408.35
BS13 10266102009 18,463.00 04/04/96 03/04/11 177.07 06/04/96 77.5 13.200 236.04
BS13 10266102145 17,497.07 04/15/96 03/15/11 177.44 06/15/96 78.6 12.450 216.35
BS13 10266102152 29,160.52 05/03/96 04/03/11 178.06 06/03/96 80.7 10.200 317.37
BS13 10266102343 60,000.00 04/14/96 03/14/11 177.40 06/14/96 25.9 12.250 628.74
BS13 10266102448 14,974.83 04/05/96 03/05/11 177.11 06/05/96 78.8 15.000 209.94
BS13 10266102451 13,898.40 04/18/96 03/18/11 177.53 06/18/96 84.8 12.350 169.97
BS13 10266102680 21,097.84 05/01/96 04/01/11 178.00 06/01/96 84.8 12.200 255.96
BS13 10266102685 78,000.00 05/09/96 04/09/26 358.26 06/09/96 60.9 11.000 742.81
BS13 10266102772 95,844.68 05/01/96 04/01/16 238.00 06/01/96 70.6 10.700 971.38
BS13 10266102911 27,013.00 04/06/96 03/06/11 177.14 06/06/96 84.6 12.700 336.46
BS13 10266102964 21,000.00 04/05/96 03/05/16 237.11 05/05/96 52.3 10.950 216.05
BS13 10266103020 34,913.17 05/03/96 04/03/11 178.06 06/03/96 79.9 9.900 373.97
BS13 10266103095 25,893.65 04/27/96 03/27/11 177.83 06/27/96 73.1 10.350 284.99
BS13 10266103217 17,963.84 04/25/96 03/25/11 177.76 06/25/96 25.0 8.750 199.89
BS13 10266103225 13,550.00 05/01/96 04/01/11 178.00 06/01/96 89.8 10.740 126.38
BS13 10266103358 18,977.20 04/22/96 03/22/11 177.67 06/22/96 79.3 12.850 238.52
BS13 10266103469 112,000.00 04/05/96 03/05/26 357.11 06/05/96 79.4 13.100 1,247.70
BS13 10266103541 49,050.20 04/26/96 03/26/26 357.80 07/26/96 20.8 11.350 489.43
BS13 10266103738 20,589.83 04/22/96 03/22/11 177.67 06/22/96 87.0 11.150 238.38
BS13 10266103875 74,800.00 05/01/96 04/01/26 358.00 06/01/96 85.0 11.700 752.17
BS13 10266103923 234,000.00 05/01/96 04/01/26 358.00 06/01/96 90.0 10.000 2,053.52
BS13 10266104078 41,770.60 04/13/96 03/13/16 237.37 06/13/96 65.0 10.150 408.76
BS13 10266104136 122,500.00 05/01/96 04/01/16 238.00 06/01/96 70.0 11.500 1,306.38
BS13 10266104139 170,500.00 04/22/96 03/22/11 177.67 06/22/96 29.7 11.950 1,747.23
BS13 10266104194 88,000.00 05/01/96 04/01/11 178.00 06/01/96 67.6 12.990 972.77
BS13 10266104368 57,600.00 05/01/96 04/01/11 178.00 06/01/96 90.0 10.740 537.25
BS13 10266104487 59,723.58 04/18/96 03/18/26 357.53 06/18/96 85.4 12.200 626.42
BS13 10266104607 40,071.78 04/19/96 03/19/11 177.57 06/19/96 75.0 10.500 367.04
BS13 10266104634 28,385.60 04/20/96 03/20/11 177.60 06/20/96 89.9 10.740 264.90
BS13 10266104667 64,975.95 04/20/96 03/20/11 177.60 06/20/96 78.1 13.250 731.75
BS13 10266104669 19,059.06 04/22/96 03/22/11 177.67 05/22/96 89.9 10.500 211.13
BS13 10266104671 65,250.00 04/25/96 03/25/11 177.76 05/25/96 89.9 11.950 668.66
BS13 10266104705 35,975.52 05/01/96 04/01/11 178.00 06/01/96 84.6 11.990 431.83
BS13 10266104725 115,099.20 03/26/96 02/26/11 176.84 06/26/96 70.0 8.750 908.64
BS13 10266104743 35,000.00 04/20/96 03/20/11 177.60 05/20/96 88.7 10.850 394.52
BS13 10266104764 59,680.66 04/25/96 03/25/16 237.76 06/25/96 46.5 10.250 588.99
BS13 10266104839 91,649.82 04/18/96 03/18/11 177.53 06/18/96 60.9 9.500 773.59
BS13 10266104893 30,000.00 04/25/96 03/25/11 177.76 05/25/96 38.2 10.490 331.43
BS13 10266104927 59,500.00 04/25/96 03/25/16 237.76 05/25/96 81.6 11.200 622.27
BS13 10266104928 25,726.41 04/25/96 03/25/11 177.76 06/25/96 81.4 10.490 285.03
BS13 10266104939 16,088.94 03/28/96 02/28/16 236.91 06/28/96 89.2 12.350 181.74
BS13 10266104964 15,499.78 04/26/96 03/26/11 177.80 06/26/96 75.0 11.750 186.50
BS13 10266104986 19,719.65 04/25/96 03/25/11 177.76 06/25/96 12.7 9.750 211.87
BS13 10266105049 28,600.00 05/03/96 04/03/16 238.06 06/03/96 89.9 10.500 285.54
BS13 10266105147 32,720.59 05/01/96 04/01/11 178.00 06/01/96 84.9 9.900 350.47
BS13 10266105149 95,000.00 04/12/96 03/12/11 177.34 06/12/96 78.5 10.550 872.56
BS13 10266105173 46,000.00 05/01/96 04/01/26 358.00 06/01/96 76.6 10.700 427.67
BS13 10266105246 181,955.90 04/20/96 03/20/11 177.60 06/20/96 70.0 10.200 1,624.14
</TABLE>
<PAGE>
Page 5
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule
A division of Superior Bank FSB 1996-2 Class 1 - Initial Pool of Fixed Rate Mortgages - Settlement 6/19/96
Principal
Zip Balance at
Sale ID Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
BS13 10266105268 VACHON DOUGLAS R 1724 DEFOOR AVENUE ATLANTA GA 30318 65,000.00
BS13 10266105295 SIEVERDING KAY ANDERSON 750 PRINCETON AVENUE STEAMBOAT SPRINGS CO 80477 72,500.00
BS13 10266105317 DILL TODD R ROUTE 1 BOX 140 AA DELMAR DE 19940 104,400.00
BS13 10266105386 ARNOLD ELDON N 5235 BRADY ROAD COLORADO SPRINGS CO 80915 35,000.00
BS13 10266105408 DEWALD THOMAS J 5811 WEST MICHELLE DRIVE GLENDALE AZ 85308 14,700.00
BS13 10266105409 ROZAL MINDA F 2641 GLEN FERGUSON CIRCLE SAN JOSE CA 95148 37,500.00
BS13 10266105471 FREDRICK SHAUN F 19 IDAHO STREET MONTVILLE CT 06370 17,000.00
BS13 10266105485 MOELLER SPENCER J 6113 WEST PATTI DRIVE WEST VALLEY CITY UT 84120 89,100.00
BS13 10266105489 FREEMAN CHARLES DAVID 153 WEST 1960 NORTH OREM UT 84057 21,600.00
BS13 10266105517 KOLODY ROBERT F 10408 AILEEN AVENUE MOKENA IL 60448 38,000.00
BS13 10266105581 PENA EUGENE R 1304 CHACO AVENUE GRANTS NM 87020 31,000.00
BS13 10266105614 STREETT DAVID W 5725 ELDERBERRY COURT NE ALBUQUERQUE NM 87111 163,600.00
BS13 10266105623 JENNINGS TIMOTHY 17 PELHAM LANE NEW HAVEN CT 06511 39,100.00
BS13 10266105663 SCHILLER MICHELLE B 2706 NORTH CHESTNUT STREET COLORADO SPRINGS CO 80907 36,050.00
BS13 10266105695 CAESAR DOREEN 1657 EAST 93RD STREET BROOKLYN NY 11236 157,500.00
BS13 10266105762 LARSON RANDALL R 4693 PLATINUM DR NE RIO RANCHO NM 87124 72,000.00
BS13 10266105850 GORKIN KEVIN M 1617 HALIFAX WAY AURORA CO 80011 17,500.00
BS13 10266105940 LAWTON ROCHELLE 526 GLENARM AVENUE COLLBRAN CO 81624 66,000.00
BS13 10266105965 LAUGHTER JOHN T 1115 SOUTH MAIN STREET BOUNTIFUL UT 84010 15,800.00
BS13 10266106151 JACKSON RANDALL S 125 NICHOLS AVENUE SHELTON CT 06484 12,000.00
BS13 10266106159 AITKEN DONALD 323 GARFIELD AVENUE HEMPSTEAD NY 11552 30,000.00
BS13 10266106167 TYSON SUSITHEA DIANNE 910 LORAINE AVENUE DURHAM NC 27704 99,000.00
BS13 10266106174 MARTINEZ-COMPOS J MARCOS 2217 WEST STRATHAM PLACE HOFFMAN ESTATES IL 60195 25,000.00
BS13 10266106264 SCHNOERR ROSE 524 LOQUAT DRIVE ANNA MARIA FL 34216 62,600.00
BS13 10266106271 BERGER JIM R 9317 SOUTH BROWN AVENUE WEST JORDAN UT 84088 128,000.00
BS13 10266106337 EMEIGH CAROL R 3603 INDIANPIPE CIRCLE COLORADO SPRINGS CO 80918 87,000.00
BS13 10266106379 FALTER RUSSELL A 5704 HAYES DR NW ALBUQUERQUE NM 87120 24,400.00
BS13 10266106401 NOVICK PAUL F 236 MARYLAND AVENUE PITTSBURGH PA 15209 21,700.00
BS13 10266106426 KING MYRA ELIZABETH 2205 COUNTRYSIDE DRIVE SILVER SPRING MD 20905 156,000.00
BS13 10266106448 EZELL PAUL 16570 EAST DICKENSON PLACE AURORA CO 80013 16,000.00
BS13 10266106508 DONOHUE JAMES L 859 HARBOR CIRCLE PALM HARBOR FL 34683 17,000.00
BS13 10266106540 JENSEN PAUL 4150 NORTH FRANCISCO CHICAGO IL 60618 23,000.00
BS13 10266106578 STEWART JIMMY G 4261 SW 54TH AVENUE DAVIE FL 33314 24,000.00
BS13 10266106581 MURRAY J SCOTT 903 4TH STREET PIERCE CO 80650 63,200.00
BS13 10266106597 BATES YOLANDA L 405 SILVER OAK LANE ALTAMONTE SPRINGS FL 32701 20,400.00
BS13 10266106604 HARROD BRIAN L 7765 FLORADO STREET DENVER CO 80221 10,565.00
BS13 10266106625 BRANSON MICHAEL THOMAS 2749 CECIL DRIVE CHESTER MD 21619 11,400.00
BS13 10266106701 VILLALTA JOSE 43 RONALD PLACE ROOSEVELT NY 11575 46,810.00
BS13 10266106722 BESS STEPHEN A 7571 SOUTH 3250 WEST WEST JORDAN UT 84084 58,000.00
BS13 10266106750 HARVEY III BRYON E 6009 SOUTH SCORPIO DRIVE SALT LAKE CITY UT 84118 26,220.00
BS13 10266106770 LAPERUTA DOMENICK A 1100 MIDLAND AVENUE YONKERS NY 10708 43,000.00
BS13 10266106882 BACCI ALAN M 610 KINGSTON AVENUE EAST MEADOW NY 11554 46,500.00
BS13 10266106898 KESTLER URSULA A 5441 NORTH ASHLAND CHICAGO IL 60640 221,000.00
BS13 10266106905 DAY MARK A 2400 SAMS CREEK ROAD WESTMINSTER MD 21157 31,000.00
BS13 10266106947 MURPHY JOHN R 7333 ELM RIDGE DRIVE INDIANAPOLIS IN 46236 35,000.00
BS13 10266106970 JEPSEN HYRUM W 8131 SOUTH LYNNE LANE WEST JORDAN UT 84088 30,000.00
BS13 10266106976 SUMSION MICHAEL BLAINE 3895 WEST 8700 SOUTH WEST JORDAN UT 84088 13,000.00
BS13 10266106977 MURDOCK MARY A 4768 WEST THAYN DRIVE WEST VALLEY CITY UT 84120 15,500.00
BS13 10266106980 MILLS PATRICK A 1362 WEST QUAIL RIDGE ROAD RIVERTON UT 84065 44,500.00
BS13 10266107023 SANTOS JOEL R 89-44 212TH PLACE QUEENS VILLAGE NY 11427 21,800.00
BS13 10266107035 CORRIGAN CATHERINE M 6506 WEST 82ND STREET BURBANK IL 60459 23,300.00
BS13 10266107090 ANDREWS KATIE W 3771 29TH AVENUE S ST PETERSBURG FL 33711 30,000.00
BS13 10266107164 PARADISE ANTHONY JR 1513 RED RUN ROAD POCONO SUMMIT PA 18346 13,000.00
BS13 10266107179 ODEN STEVEN 31 WILLET PLACE ROOSEVELT NY 11575 41,000.00
BS13 10266107203 LEONARD WALTER J 162 DUNSBACH FERRY ROAD COHOES NY 12047 106,250.00
BS13 10266107204 SCHRECK DONALD G 4840 E CAIDA DEL SOL DRIVE PARADISE VALLEY AZ 85253 90,500.00
BS13 10266107281 CHAVEZ JOHN JESSE 5455 BRYANT STREET DENVER CO 80221 63,750.00
BS13 10266107293 BUSIELLO JOHN 90 MAYWOOD ROAD MASTIC BEACH NY 11951 73,800.00
BS13 10266107295 SIMPSON RECILDA 144-20 120TH AVENUE SOUTH OZONE PARK NY 11436 86,250.00
BS13 10266107296 BUSIELLO JOHN 22 CLYMER PLACE MASTIC BEACH NY 11950 72,400.00
BS13 10266107323 DOWIARZ JOYCE ANN 10212 MCNERNEY DRIVE FRANKLIN PARK IL 60131 55,000.00
BS13 10266107421 ALVORD CHARLES D 7025 SPROUL LANE COLORADO SPRINGS CO 80918 20,250.00
</TABLE>
<TABLE>
<CAPTION>
Cut-off Date First Original Current Scheduled
Principal Payment Maturity Rem Date LTV Mortgage Payment
Sale ID Account Balance Date Date Term Due Ratio Rate Int & Prin
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BS13 10266105268 65,000.00 04/04/96 03/04/11 177.07 05/04/96 63.7 10.100 575.23
BS13 10266105295 72,500.00 04/26/96 03/26/11 177.80 05/26/96 70.1 10.700 810.43
BS13 10266105317 104,295.81 05/01/96 04/01/26 358.00 06/01/96 90.0 10.800 978.48
BS13 10266105386 35,000.00 04/27/96 03/27/11 177.83 05/27/96 87.9 10.740 326.46
BS13 10266105408 14,678.42 04/26/96 03/26/11 177.80 06/26/96 84.9 10.900 138.88
BS13 10266105409 37,415.42 04/19/96 03/19/11 177.57 06/19/96 89.3 12.100 452.48
BS13 10266105471 16,958.41 05/01/96 04/01/11 178.00 06/01/96 81.5 10.990 193.11
BS13 10266105485 89,100.00 04/18/96 03/18/26 357.53 06/18/96 86.5 11.200 862.01
BS13 10266105489 21,600.00 04/05/96 03/05/11 177.11 06/05/96 90.0 12.350 264.12
BS13 10266105517 37,952.58 04/28/96 03/28/16 237.86 05/28/96 89.8 11.250 398.72
BS13 10266105581 31,000.00 04/20/96 03/20/11 177.60 05/20/96 56.9 9.990 332.94
BS13 10266105614 163,600.00 05/01/96 04/01/11 178.00 06/01/96 71.1 9.990 1,434.50
BS13 10266105623 38,977.67 05/03/96 04/03/11 178.06 06/03/96 89.9 11.990 469.01
BS13 10266105663 36,050.00 04/20/96 03/20/11 177.60 05/20/96 81.9 12.200 437.31
BS13 10266105695 157,450.00 04/19/96 03/19/26 357.57 06/19/96 90.0 11.250 1,529.74
BS13 10266105762 72,000.00 05/01/96 04/01/11 178.00 06/01/96 79.5 9.990 631.32
BS13 10266105850 17,500.00 04/25/96 03/25/11 177.76 05/25/96 62.9 11.350 202.77
BS13 10266105940 66,000.00 04/27/96 03/27/11 177.83 05/27/96 69.4 10.850 621.06
BS13 10266105965 15,800.00 04/27/96 03/27/11 177.83 05/27/96 79.7 13.250 202.51
BS13 10266106151 11,795.85 04/27/96 03/27/11 177.83 07/27/96 89.7 12.100 144.79
BS13 10266106159 29,949.80 05/01/96 04/01/11 178.00 07/01/96 17.1 9.990 263.05
BS13 10266106167 98,710.80 04/22/96 03/22/11 177.67 06/22/96 90.0 10.400 1,088.22
BS13 10266106174 24,852.25 04/26/96 03/26/11 177.80 06/26/96 34.4 13.500 286.35
BS13 10266106264 62,322.76 04/26/96 03/26/11 177.80 06/26/96 50.8 14.000 833.67
BS13 10266106271 127,469.32 04/26/96 03/26/11 177.80 06/26/96 80.0 10.200 1,391.20
BS13 10266106337 86,979.28 04/20/96 03/20/26 357.60 06/20/96 89.6 10.240 778.96
BS13 10266106379 24,334.24 05/01/96 04/01/11 178.00 06/01/96 69.5 10.950 231.45
BS13 10266106401 21,633.83 05/05/96 04/05/11 178.13 06/05/96 70.0 10.200 235.85
BS13 10266106426 156,000.00 05/01/96 04/01/26 358.00 06/01/96 80.0 12.350 1,646.79
BS13 10266106448 15,949.78 04/26/96 03/26/11 177.80 06/26/96 84.1 11.700 188.95
BS13 10266106508 16,990.91 04/25/96 03/25/11 177.76 05/25/96 35.1 10.950 192.69
BS13 10266106540 22,826.62 05/08/96 06/08/11 180.22 07/08/96 87.4 11.750 271.25
BS13 10266106578 23,909.92 05/01/96 04/01/11 178.00 06/01/96 72.4 12.900 302.08
BS13 10266106581 63,197.38 04/25/96 03/25/26 357.76 06/25/96 80.0 12.750 686.79
BS13 10266106597 20,382.28 05/02/96 04/02/16 238.03 06/02/96 68.3 11.750 221.08
BS13 10266106604 10,384.27 04/25/96 03/25/11 177.76 06/25/96 85.0 11.740 125.04
BS13 10266106625 11,400.00 05/02/96 04/02/16 238.03 06/02/96 88.1 12.100 126.32
BS13 10266106701 46,810.00 04/25/96 03/25/11 177.76 05/25/96 89.8 11.150 536.46
BS13 10266106722 57,940.18 04/05/96 03/05/11 177.11 06/05/96 89.8 11.940 693.86
BS13 10266106750 26,156.90 04/05/96 03/05/11 177.11 06/05/96 79.2 10.690 292.93
BS13 10266106770 42,959.46 04/25/96 03/25/11 177.76 05/25/96 80.3 9.850 458.14
BS13 10266106882 46,312.40 04/25/96 03/25/16 237.76 06/25/96 89.7 11.150 484.72
BS13 10266106898 220,939.00 05/01/96 04/01/26 358.00 07/01/96 85.0 11.490 2,186.86
BS13 10266106905 30,966.37 05/03/96 04/03/11 178.06 06/03/96 87.7 11.150 355.27
BS13 10266106947 34,967.67 05/03/96 04/03/11 178.06 06/03/96 56.7 9.900 373.97
BS13 10266106970 30,000.00 05/01/96 04/01/11 178.00 06/01/96 87.8 10.740 279.82
BS13 10266106976 12,992.64 04/06/96 03/06/11 177.14 06/06/96 61.8 11.690 153.44
BS13 10266106977 15,413.17 04/06/96 03/06/11 177.14 06/06/96 89.8 12.350 189.53
BS13 10266106980 44,500.00 04/19/96 03/19/11 177.57 05/19/96 89.9 12.940 561.28
BS13 10266107023 21,658.94 04/25/96 03/25/11 177.76 06/25/96 90.0 11.090 209.09
BS13 10266107035 23,300.00 05/01/96 04/01/11 178.00 06/01/96 89.9 11.500 272.19
BS13 10266107090 29,915.89 05/01/96 04/01/11 178.00 06/01/96 68.1 9.990 322.20
BS13 10266107164 12,937.84 05/03/96 04/03/06 118.06 06/03/96 84.1 12.200 188.02
BS13 10266107179 40,951.36 04/25/96 03/25/16 237.76 05/25/96 82.4 11.740 444.04
BS13 10266107203 106,250.00 05/01/96 04/01/26 358.00 06/01/96 85.0 11.700 1,068.43
BS13 10266107204 90,500.00 04/25/96 03/25/11 177.76 05/25/96 85.0 11.740 912.82
BS13 10266107281 63,750.00 05/01/96 04/01/11 178.00 06/01/96 82.7 11.700 641.06
BS13 10266107293 73,800.00 05/03/96 04/03/11 178.06 06/03/96 70.9 9.990 647.10
BS13 10266107295 86,222.91 05/01/96 04/01/11 178.00 06/01/96 75.0 9.750 741.02
BS13 10266107296 72,400.00 05/03/96 04/03/11 178.06 06/03/96 70.9 9.990 634.83
BS13 10266107323 54,857.27 05/08/96 04/08/11 178.22 06/08/96 40.7 8.750 432.69
BS13 10266107421 20,148.57 04/25/96 03/25/11 177.76 06/25/96 90.0 10.240 220.59
</TABLE>
<PAGE>
Page 6
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule
A division of Superior Bank FSB 1996-2 Class 1 - Initial Pool of Fixed Rate Mortgages - Settlement 6/19/96
Principal
Zip Balance at
Sale ID Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
BS13 10266107489 NEIMAN DAVID W 1114 CHESTNUT ST MIDDLETOWN PA 17057 28,000.00
BS13 10266107511 VERA ANGEL JR 5117 HALIFAX DRIVE TAMPA FL 33615 16,042.00
BS13 10266107524 GIBSON JOSEPH H 548 IRVING PLACE PARK FOREST SOUTH IL 60466 75,600.00
BS13 10266107560 SHIELDS KENNETH ANDREW 23 FOX RUN DRIVE WEAVERVILLE NC 28787 21,250.00
BS13 10266107563 FRAZIER JAMES P 337 EAST HAMBURG STREET BALTIMORE MD 21230 125,000.00
BS13 10266107571 RAGER RICKY E 400 BROOKLINE AVENUE HAGERSTOWN MD 21740 36,200.00
BS13 10266107629 WILBUR MARK E 1464 NORTH 400 WEST BOUNTIFUL UT 84010 15,300.00
BS13 10266107695 ARZOLA MARCO A 1616 W VILLA RITA DR PHOENIX AZ 85023 62,900.00
BS13 10266107721 CARLYON JOAN L 3900 NORTH MONTICELLO CHICAGO IL 60618 35,000.00
BS13 10266107777 KING CARL 882 SAINT JOHNS PLACE BROOKLYN NY 11216 117,000.00
BS13 10266107849 MEDLEY DAN L 5148 WEST CHERRYWOOD LANE WEST VALLEY CITY UT 84120 13,285.00
BS13 10266107850 FAIRBANKS GORDON R 4627 WEST TRINITY AVENUE WEST VALLEY CITY UT 84120 16,910.00
BS13 10266107864 GRANT MARILYN 181 COVENTRY STREET HARTFORD CT 06112 75,000.00
BS13 10266107954 BOUVIER NELDA MARIE 2445-2449 WEST 35TH AVENUE DENVER CO 80211 17,150.00
BS13 10266107994 AMBROSIO JOANNE 35 HART STREET FARMINGDALE NY 11735 28,000.00
BS13 10266108006 WHITE JUNIOR 140-09 160TH STREET SPRINGFIELD GARDENS NY 11434 24,787.00
BS13 10266108012 BROWN RANDALL J 3049 EAST WYECLIFF LANE HIGHLANDS RANCH CO 80126 265,000.00
BS13 10266108017 ORTIZ LISA 124 ELM AVENUE GLEN COVE NY 11542 55,000.00
BS13 10266108035 SOMOGYI LOUIS A 9960 WEST 76TH PLACE ARVADA CO 80005 25,000.00
BS13 10266108043 HANES SR WILLIAM ROBERT 6477 WICKLOW CIRCLE WEST COLORADO SPRINGS CO 80918 108,000.00
BS13 10266108077 FULKERSON WHESLEY L 12012 COUNTRY COVE AVENUE HUDSON FL 34669 15,700.00
BS13 10266108085 GARZA ARNOLDO 2217 44TH TERRACE SW NAPLES FL 33999 31,500.00
BS13 10266108103 JONES TAMMY M 8001 EAGLEVIEW DRIVE LITTLETON CO 80125 120,945.00
BS13 10266108216 COCHRANE RUSSELL ALAN 6617 OLD OXFORD AVENUE LAS VEGAS NV 89108 108,375.00
BS13 10266108245 RICHARDS ROBERT J 23328 S 182ND STREET HIGLEY AZ 85236 31,000.00
BS13 10266108257 MCWHORTER JAMES G 151 NORTH 930 EAST LINDON UT 84042 182,750.00
BS13 10266108290 PUNZO LEOPOLDO 6 CHESTER LANE FARMINGDALE NY 11735 48,950.00
BS13 10266108316 NAUMAN MICHAEL SCOTT 16938 EAST PRENTICE PLACE AURORA CO 80015 100,300.00
BS13 10266108349 LUSTY KIRK C 6021 SOUTH KAMAS DRIVE SALT LAKE CITY UT 84118 225,000.00
BS13 10266108371 WILLIAMS JEFF J 801 SOUTH 100 WEST TREMONTON UT 84337 15,400.00
BS13 10266108384 GRANDE DANIEL A 292 FAIRFIELD AVENUE CARLE PLACE NY 11514 80,000.00
BS13 10266108409 ISGETTE RICHARD B 10209 SANDY HOLLOW LANE BONITA SPRINGS FL 33923 72,800.00
BS13 10266108468 SESSA RALPH A 7 NANTUCKET LANE DEER PARK NY 11729 45,000.00
BS13 10266108956 MIZRAHI SHALOM 246 LAWRENCE ROAD TRUMBULL CT 06611 28,600.00
BS13 10266109239 GANCI EMANUELE A 172 KIMBERLY ROAD NEWINGTON CT 06111 88,000.00
BS13 10266109270 QUEER GERALD J 5733 SW 26TH STREET HOLLYWOOD FL 33023 42,000.00
BS13 10266109353 KELLEY KIANNA J 10372 N. COUNTY RD 1025 EAST BROWNSBURG IN 46112 111,900.00
---------------------------------------- ----------------
161 Sale Total 9,261,769.00
296 Total with Banco Santander 18,128,671.00
</TABLE>
<TABLE>
<CAPTION>
Cut-off Date First Original Current Scheduled
Principal Payment Maturity Rem Date LTV Mortgage Payment
Sale ID Account Balance Date Date Term Due Ratio Rate Int & Prin
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BS13 10266107489 27,917.97 05/05/96 04/05/11 178.13 06/05/96 40.0 10.990 318.07
BS13 10266107511 16,042.00 05/01/96 04/01/11 178.00 06/01/96 85.0 11.800 190.47
BS13 10266107524 75,318.53 04/27/96 03/27/26 357.83 05/27/96 90.0 10.250 677.45
BS13 10266107560 21,111.74 04/27/96 03/27/11 177.83 06/27/96 90.0 10.900 240.19
BS13 10266107563 124,744.44 04/25/96 03/25/16 237.76 06/25/96 42.3 9.400 1,157.01
BS13 10266107571 36,096.11 05/03/96 04/03/11 178.06 06/03/96 84.9 12.200 439.13
BS13 10266107629 15,252.53 04/27/96 03/27/11 177.83 06/27/96 90.0 11.150 175.34
BS13 10266107695 62,900.00 04/18/96 03/18/26 357.53 06/18/96 85.0 11.700 632.51
BS13 10266107721 34,945.30 05/10/96 04/10/16 238.29 06/10/96 80.7 10.250 343.58
BS13 10266107777 116,724.28 05/02/96 04/02/11 178.03 06/02/96 65.0 10.850 1,318.82
BS13 10266107849 13,278.88 04/12/96 03/12/11 177.34 06/12/96 85.0 12.940 167.56
BS13 10266107850 16,790.69 04/13/96 03/13/16 237.37 07/13/96 89.8 12.350 190.34
BS13 10266107864 74,918.83 05/04/96 04/04/11 178.09 06/04/96 80.6 11.950 768.57
BS13 10266107954 17,087.52 04/25/96 03/25/11 177.76 06/25/96 83.5 12.200 179.05
BS13 10266107994 27,985.78 05/08/96 04/08/11 178.22 06/08/96 84.8 11.990 335.87
BS13 10266108006 24,677.35 05/01/96 04/01/11 178.00 07/01/96 84.9 12.650 307.93
BS13 10266108012 265,000.00 05/01/96 04/01/11 178.00 06/01/96 72.8 10.200 2,364.82
BS13 10266108017 54,933.66 05/01/96 04/01/11 178.00 07/01/96 27.5 9.500 462.47
BS13 10266108035 24,901.80 04/25/96 03/25/11 177.76 06/25/96 71.1 10.950 283.36
BS13 10266108043 108,000.00 04/25/96 03/25/11 177.76 06/25/96 79.4 9.400 900.25
BS13 10266108077 15,700.00 05/04/96 04/04/11 178.09 06/04/96 90.0 10.650 145.38
BS13 10266108085 31,453.03 05/08/96 04/08/11 178.22 06/08/96 82.5 11.990 377.85
BS13 10266108103 120,945.00 05/01/96 04/01/26 358.00 06/01/96 84.8 11.700 1,216.20
BS13 10266108216 108,375.00 05/01/96 04/01/26 358.00 06/01/96 85.0 11.240 1,051.78
BS13 10266108245 30,941.14 04/27/96 03/27/11 177.83 06/27/96 80.0 10.700 288.21
BS13 10266108257 182,750.00 04/22/96 03/22/11 177.67 05/22/96 85.0 9.400 1,523.35
BS13 10266108290 48,837.52 05/02/96 04/02/11 178.03 06/02/96 87.7 11.150 560.98
BS13 10266108316 100,300.00 04/27/96 03/27/26 357.83 05/27/96 85.0 11.700 1,008.60
BS13 10266108349 224,942.16 05/01/96 04/01/26 358.00 06/01/96 90.0 10.240 2,014.56
BS13 10266108371 15,177.59 04/19/96 03/19/11 177.57 06/19/96 88.2 12.350 188.31
BS13 10266108384 79,872.38 05/01/96 04/01/11 178.00 07/01/96 88.5 10.800 749.79
BS13 10266108409 72,799.11 05/01/96 04/01/26 358.00 06/01/96 80.0 9.990 638.33
BS13 10266108468 44,869.00 05/05/96 04/05/11 178.13 06/05/96 89.8 11.150 515.72
BS13 10266108956 28,446.08 05/02/96 04/02/11 178.03 07/02/96 81.6 11.700 337.75
BS13 10266109239 88,000.00 05/04/96 04/04/11 178.09 06/04/96 85.7 12.450 935.77
BS13 10266109270 41,892.09 05/02/96 04/02/11 178.03 06/02/96 60.0 8.750 419.77
BS13 10266109353 111,900.00 05/03/96 04/03/11 178.06 06/03/96 78.2 9.400 932.76
------------- ------ -----------------------------------------
9,245,320.52 232.37 75.0 11.040 93,414.12
18,095,683.56 221.70 75.9 10.889 180,030.02
</TABLE>
<PAGE>
Page 7
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule
A division of Superior Bank FSB 1996-2 Class 1 - Initial Pool of Fixed Rate Mortgages - Settlement 6/19/96
Principal
Zip Balance at
Sale ID Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ML659 10266088238 NASH WILLIAM B 14 FLINTLOCK ROAD READINGTON NJ 08822 160,000.00
ML659 10266094554 SANDERS LINDA L 4725 JAMERSON FOREST CIRCLE MARIETTA GA 30066 21,480.00
ML659 10266098600 COOPER FRANKLIN 2925 HODLE AVENUE EASTON PA 18045 25,100.00
ML659 10266099049 VISITACION JUANITA G 1324 16TH AVENUE SOUTH SEATTLE WA 98144 90,000.00
ML659 10266100694 OVERSTREET MAURICE BILLY ROUTE 2 BOX 1018 KEYSTONE HEIGHTS FL 32656 27,535.00
ML659 10266100977 MAZZARELLI GARY L 240 JENNINGS AVENUE PATCHOGUE NY 11772 50,000.00
ML659 10266101191 WAGNER BERTRAM 32 DAWSON STREET HUNTINGTON STATION NY 11746 120,000.00
ML659 10266101317 FOUNTAIN RICHARD L 125 TIMBER LANE REIDSVILLE NC 27320 18,800.00
ML659 10266101382 SNELL KEVIN T 21873 SW REGAL COURT ALOHA OR 97006 22,531.00
ML659 10266101383 FARA GEORGE 61-59 GATES AVENUE RIDGEWOOD NY 11385 190,800.00
ML659 10266101422 MEEK ROBERT H 3761 E LITTLE COTTONWOOD LANE SANDY UT 84092 84,500.00
ML659 10266101647 TROISE THOMAS J 142 EAST HUDSON STREET LONG BEACH NY 11561 64,000.00
ML659 10266101660 TOMPKINS CAMILLE 88 VREDENBURGH AVENUE YONKERS NY 10704 108,000.00
ML659 10266101833 MACK KARL 106 MARINGO ROAD EPHRATA WA 98823 12,925.00
ML659 10266102016 DOUGAL DANN R 1177 NORTH 1390 WEST LAYTON UT 84041 36,171.00
ML659 10266102260 GUASTAFESTE FRANK J JR 67 GARDNER AVENUE HICKSVILLE NY 11801 27,200.00
ML659 10266102278 OFA MAFOAAEATA 1123 SAGE STREET EAST PALO ALTO CA 94303 120,000.00
ML659 10266102391 TAYLOR JR HENRY 5041 WEST MONROE CHICAGO IL 60644 45,000.00
ML659 10266102756 BELL SHERYL K 1043 NORTH 1150 EAST LAYTON UT 84040 34,350.00
ML659 10266102948 HARRIS ELIGHA HENRY 330 HUNTER AVENUE SCOTCH PLAINS NJ 07076 83,000.00
ML659 10266102957 DUNNING MARY F 1041 CYPRESS DRIVE FORT COLLINS CO 80521 40,000.00
ML659 10266103028 FRAZIER TIMOTHY J 2291 NORTH CHURCHWOOD DRIVE LINCOLN UT 84074 19,655.00
ML659 10266103242 MAXFIELD RANDALL D 8302 SOUTH 865 EAST SANDY UT 84094 33,155.00
ML659 10266103249 KEATING WILLIAM 310 BEACH 143RD STREET NEPONSIT NY 11694 382,500.00
ML659 10266103260 DILLON JAMES PATRICK 183 RAY STREET FREEPORT NY 11520 125,000.00
ML659 10266103287 COOPER JOHN A 1777 MECKLENBURG ROAD ITHACA NY 14850 59,400.00
ML659 10266103301 BRUBAKER DON E 1146 SUMMER BREEZE DR N KEIZER OR 97303 33,200.00
ML659 10266103313 PEARL CHARLES 14 OXBOW COURT EAST NORTHPORT NY 11731 53,000.00
ML659 10266103532 RUIZ OSCAR 3604 WEST BAY AVENUE TAMPA FL 33611 48,000.00
ML659 10266103601 DINE DIANE 109 FULTON AVE BELEN NM 87002 58,000.00
ML659 10266103675 KESTERSON RICHARD K 1234 NORTH 75 WEST LAYTON UT 84041 39,874.00
ML659 10266103809 BANKES FRANCES M 219 JOHNSON ROAD TURNERSVILLE NJ 08012 50,000.00
ML659 10266103897 BAUER KENNETH L 17 RAYMOND STREET NEW CANAAN CT 06840 57,000.00
ML659 10266104042 WAFER ROBERT SCOTT SR 5819 REIS DRIVE CICERO NY 13039 68,000.00
ML659 10266104135 FERRAIOLI LUIGI 146 BANNON AVENUE BUCHANAN NY 10511 46,000.00
ML659 10266104172 ZIGANN RICHARD A 2523 CASTILLA ISLE FORT LAUDERDALE FL 33301 70,000.00
ML659 10266104253 ADAMS LEWIS B 6 S SUNSET DR CAMANO ISLAND WA 98292 37,400.00
ML659 10266104333 GILLESPIE KEITH A 616 RIVERSIDE AVENUE SCOTIA NY 12302 63,500.00
ML659 10266104428 KITHCART ALAN R 38832 JUDIE WAY FREMONT CA 94536 20,000.00
ML659 10266104476 BRYANT JUDITH MARIE 3704 NW 33RD AVENUE OKEECHOBEE FL 34972 13,740.00
ML659 10266104622 PERRUZZA RONALD J JR 138 LITCHFIELD AVENUE BABYLON NY 11702 20,000.00
ML659 10266104651 WHITTMAN LILY 9 & 11 CHERRY PLACE BRIGHTON CO 80601 12,400.00
ML659 10266104751 SIDDIQUI PEER M 159-07 CROSS ISLAND PARKWAY WHITESTONE NY 11357 47,500.00
ML659 10266104807 MARTINSON DWAIN R 1560 EAST COUNTRY HILLS DRIVE OGDEN UT 84403 21,000.00
ML659 10266104887 BERGER ARTHUR E 14 DERBY STREET VALLEY STREAM NY 11581 15,000.00
ML659 10266104907 TUNSILL RHONDA 1000 LONG ISLAND AVENUE FORT LAUDERDALE FL 33312 20,300.00
ML659 10266104926 DAVIS JOHN H 113 BRADLEY STREET COLORADO SPRINGS CO 80911 21,180.00
ML659 10266104941 LOUWERSE THOMAS J JR 123 TOM AVE EPHRATA PA 17522 62,250.00
ML659 10266104953 GILBERT CHARLES A 650 PACE ROAD HENDERSONVILLE NC 28792 33,000.00
ML659 10266105074 ALLISON HERBERT K 3989 ROBIN HOOD WAY SYKESVILLE MD 21784 30,000.00
ML659 10266105161 GILMORE BRIAN 2676 WEST 3300 SOUTH WEST HAVEN UT 84401 50,007.00
ML659 10266105302 GEOGHEAN JANE 240 SHEAR HILL ROAD MAHOPAC NY 10541 65,500.00
ML659 10266105374 LOSASSO NICK 9413 WEST 99TH PLACE WESTMINSTER CO 80021 96,800.00
ML659 10266105490 CLARK PAUL W 1890 WEST 13035 SOUTH RIVERTON UT 84065 13,500.00
ML659 10266105503 CLERK ERVIN JR 142 EASTERN PARKWAY HILLSIDE NJ 07205 73,000.00
ML659 10266105588 ATTANASIO DENNIS J 109 BLOOMINGDALE ROAD LEVITTOWN NY 11756 29,200.00
ML659 10266105593 DURBIN PAMELA J 3282 GREEN ASH ROAD DAVIDSONVILLE MD 21035 145,000.00
ML659 10266105666 MILLMAN KAREN F 2316 OXHILL COURT SCHAUMBURG IL 60194 61,600.00
ML659 10266105685 COCILOVO CINDY M 1531 NORTH GARDINER DRIVE BAY SHORE NY 11706 70,800.00
ML659 10266105708 ARELLANO LEO J 444 NORTH COOPER AVENUE COLORADO SPRINGS CO 80905 82,800.00
ML659 10266105754 MCCULLEY CLARENCE JOSEPH 6096 FLORIDA DETROIT MI 48210 20,000.00
ML659 10266105788 MARTINEZ JOE ARNOLD 409 SOUTH 2ND AVENUE LOUISVILLE CO 80027 12,800.00
</TABLE>
<TABLE>
<CAPTION>
Principal
Cut-off Date First Original Current Scheduled
Principal Payment Maturity Rem Date LTV Mortgage Payment
Sale ID Account Balance Date Date Term Due Ratio Rate Int & Prin
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ML659 10266088238 159,578.81 12/27/95 11/27/10 173.85 06/27/96 49.2 12.000 1,645.78
ML659 10266094554 21,480.00 04/19/96 03/19/11 177.57 05/19/96 79.8 12.200 224.26
ML659 10266098600 25,100.00 05/09/96 04/09/11 178.26 06/09/96 89.9 11.740 297.06
ML659 10266099049 89,903.91 05/08/96 04/08/11 178.22 06/08/96 70.8 10.600 830.00
ML659 10266100694 27,157.63 04/02/96 03/02/11 177.01 06/02/96 70.0 11.100 314.70
ML659 10266100977 49,942.48 03/28/96 02/28/26 356.91 06/28/96 83.2 10.000 438.79
ML659 10266101191 120,000.00 05/08/96 04/08/16 238.22 06/08/96 70.5 9.900 1,150.09
ML659 10266101317 18,722.31 05/08/96 04/08/11 178.22 06/08/96 89.6 11.150 215.45
ML659 10266101382 22,531.00 05/09/96 04/09/11 178.26 06/09/96 80.0 13.650 260.73
ML659 10266101383 190,687.75 04/13/96 03/13/11 177.37 06/13/96 88.7 11.500 1,889.48
ML659 10266101422 84,430.20 03/20/96 02/20/11 176.65 06/20/96 84.9 12.700 914.97
ML659 10266101647 63,616.83 03/22/96 02/22/11 176.71 06/22/96 89.5 12.300 780.50
ML659 10266101660 108,000.00 05/10/96 04/10/11 178.29 06/10/96 81.8 8.500 830.43
ML659 10266101833 12,925.00 05/05/96 04/05/11 178.13 05/05/96 85.0 12.450 158.88
ML659 10266102016 36,028.64 04/22/96 03/22/11 177.67 06/22/96 83.2 12.350 442.29
ML659 10266102260 26,969.61 04/06/96 03/06/11 177.14 07/06/96 85.8 11.250 313.44
ML659 10266102278 120,000.00 04/28/96 03/28/11 177.86 06/28/96 74.0 10.200 1,070.86
ML659 10266102391 44,981.85 05/19/96 04/19/16 238.59 06/19/96 61.2 9.750 426.83
ML659 10266102756 34,184.68 04/06/96 03/06/11 177.14 06/06/96 47.6 12.450 422.25
ML659 10266102948 82,966.44 04/18/96 03/18/16 237.53 06/18/96 80.3 12.500 943.00
ML659 10266102957 39,806.06 05/03/96 04/03/11 178.06 07/03/96 84.7 12.200 417.61
ML659 10266103028 19,577.51 04/13/96 03/13/11 177.37 06/13/96 89.9 12.100 237.16
ML659 10266103242 33,106.50 04/14/96 03/14/11 177.40 06/14/96 84.8 13.190 371.69
ML659 10266103249 382,307.85 05/08/96 04/08/26 358.22 06/08/96 90.0 9.400 3,188.40
ML659 10266103260 124,296.19 05/01/96 04/01/11 178.00 07/01/96 78.1 8.750 1,249.31
ML659 10266103287 59,351.30 04/28/96 03/28/26 357.86 06/28/96 90.0 10.240 531.84
ML659 10266103301 33,200.00 05/08/96 04/08/11 178.22 06/08/96 80.3 13.250 425.54
ML659 10266103313 52,984.27 05/08/96 04/08/11 178.22 06/08/96 79.7 9.900 461.20
ML659 10266103532 48,000.00 05/03/96 04/03/11 178.06 06/03/96 80.0 12.000 576.08
ML659 10266103601 57,951.60 05/03/96 04/03/11 178.06 06/03/96 51.7 9.990 508.56
ML659 10266103675 39,874.00 04/12/96 03/12/11 177.34 06/12/96 88.1 12.350 487.57
ML659 10266103809 49,982.66 05/16/96 04/16/26 358.49 06/16/96 45.0 14.000 592.44
ML659 10266103897 56,826.40 04/22/96 03/22/11 177.67 06/22/96 85.1 13.490 739.66
ML659 10266104042 68,000.00 05/02/96 04/02/11 178.03 06/02/96 85.0 11.850 691.62
ML659 10266104135 46,000.00 04/12/96 03/12/11 177.34 05/12/96 84.6 13.750 535.95
ML659 10266104172 69,948.30 05/11/96 04/11/11 178.32 06/11/96 78.5 12.650 755.24
ML659 10266104253 37,382.50 05/01/96 04/01/11 178.00 06/01/96 89.7 11.150 428.62
ML659 10266104333 63,324.95 05/17/96 04/17/11 178.52 06/17/96 70.5 10.250 692.12
ML659 10266104428 19,941.68 04/28/96 03/28/11 177.86 06/28/96 85.5 12.100 241.32
ML659 10266104476 13,735.36 04/22/96 03/22/11 177.67 06/22/96 68.1 14.500 187.62
ML659 10266104622 20,000.00 05/09/96 04/09/11 178.26 06/09/96 76.9 10.490 220.96
ML659 10266104651 12,400.00 05/03/96 04/03/11 178.06 06/03/96 59.3 11.300 120.91
ML659 10266104751 47,500.00 05/01/96 04/01/11 178.00 06/01/96 79.9 13.250 608.82
ML659 10266104807 20,957.44 04/11/96 03/11/11 177.30 05/11/96 80.9 10.850 236.71
ML659 10266104887 15,000.00 05/08/96 04/08/11 178.22 06/08/96 26.2 12.000 180.03
ML659 10266104907 20,300.00 04/12/96 03/12/11 177.34 06/12/96 89.8 12.500 216.65
ML659 10266104926 21,131.25 05/08/96 04/08/11 178.22 06/08/96 78.3 13.250 271.47
ML659 10266104941 62,250.00 05/09/96 04/09/11 178.26 06/09/96 75.0 11.500 616.46
ML659 10266104953 32,825.28 05/16/96 04/16/11 178.49 06/16/96 89.7 10.350 361.72
ML659 10266105074 29,949.12 05/12/96 04/12/11 178.36 06/12/96 89.6 11.150 343.81
ML659 10266105161 49,875.33 04/06/96 03/06/11 177.14 06/06/96 89.9 12.350 611.47
ML659 10266105302 65,500.00 05/03/96 04/03/11 178.06 06/03/96 89.9 11.150 750.65
ML659 10266105374 96,800.00 05/01/96 04/01/26 358.00 06/01/96 80.0 11.950 991.97
ML659 10266105490 13,500.00 04/05/96 03/05/16 237.11 06/05/96 74.6 14.750 175.28
ML659 10266105503 72,945.09 05/08/96 04/08/26 358.22 06/08/96 51.4 11.990 750.33
ML659 10266105588 29,193.53 05/09/96 04/09/11 178.26 06/09/96 89.9 10.990 331.70
ML659 10266105593 145,000.00 05/03/96 04/03/11 178.06 06/03/96 79.0 10.700 1,348.10
ML659 10266105666 61,509.21 05/17/96 04/17/16 238.52 06/17/96 70.0 9.750 584.29
ML659 10266105685 70,665.41 05/01/96 04/01/26 358.00 07/01/96 80.4 10.450 644.99
ML659 10266105708 82,800.00 05/01/96 04/01/26 358.00 06/01/96 90.0 10.650 766.71
ML659 10266105754 19,992.65 05/17/96 04/17/26 358.52 06/17/96 80.0 13.250 225.15
ML659 10266105788 12,732.61 05/01/96 04/01/11 178.00 07/01/96 85.0 10.900 144.68
</TABLE>
<PAGE>
Page 8
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule
A division of Superior Bank FSB 1996-2 Class 1 - Initial Pool of Fixed Rate Mortgages - Settlement 6/19/96
Principal
Zip Balance at
Sale ID Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ML659 10266105833 KRUSE ROBIN J 1331 N AVENIDA KUEHN TUCSON AZ 85715 24,620.00
ML659 10266105872 JEROLIS JOHN G 80 STOKES STREET FREEHOLD NJ 07728 112,000.00
ML659 10266105875 TARLECKI RICHARD 935 SPRINGFIELD ROAD DARBY PA 19023 45,000.00
ML659 10266105935 TARLECKI RICHARD F 38 MERMONT CIRCLE DARBY PA 19023 39,000.00
ML659 10266105954 DELLYSSE RAYMOND 236 OCEAN AVENUE BRENTWOOD NY 11717 17,000.00
ML659 10266105994 REDDING VIRGINIA A 3596 KAREN AVE S SALEM OR 97302 46,000.00
ML659 10266106038 WINKLEBLAC MICHAEL EUGENE 19594 EAST MONMOUTH PLACE AURORA CO 80015 16,400.00
ML659 10266106042 CREYSSELS CHARLES L 3178 AGATE DRIVE SANTA CLARA CA 95051 24,500.00
ML659 10266106138 EASTBURN DRAKE E 7541 LOWELL BLVD WESTMINSTER CO 80030 20,115.00
ML659 10266106150 WINEFSKY SHELDON 3097 SHORE ROAD BELLMORE NY 11710 35,000.00
ML659 10266106181 ROSASCO VICTOR 674 GROVE STREET RIDGEWOOD NJ 07450 120,250.00
ML659 10266106263 DUMAS EUGENE 17308 LOMOND BLVD SHAKER HEIGHTS OH 44120 104,000.00
ML659 10266106274 BUENO ERNESTO A 6734 SOUTH 1560 EAST SALT LAKE CITY UT 84121 25,000.00
ML659 10266106329 BAUER RICHARD P SR 925 PINE STREET ALLENTOWN PA 18102 25,000.00
ML659 10266106331 HEUER DOUGLAS J 1215 SECOND ST., N.W. SALEM OR 97304 31,700.00
ML659 10266106336 ALVA ALBERT M 1420 TRUDA DRIVE NORTHGLENN CO 80233 16,736.00
ML659 10266106402 BLAKE DAVID L 548 1ST STREET NORTH SAINT PETERSBURG FL 33701 50,000.00
ML659 10266106409 ZACCARIA LEONARDO 35 CENTER STREET ANDOVER CT 06232 26,800.00
ML659 10266106430 RAMIREZ ADOLPH JR 227 FAIRMONT STREET COLORADO SPRINGS CO 80910 43,200.00
ML659 10266106450 SNOOZY MIKE R 38250 SE LUSTED ROAD BORING OR 97009 108,500.00
ML659 10266106570 FERA EDWARD J DELLA 5 CROSSBROOKE COURT HOWELL NJ 07731 22,000.00
ML659 10266106630 JOSEPH LUCILLE 192-02 110TH ROAD HOLLIS NY 11412 25,000.00
ML659 10266106632 KELEMEN STEPHEN L 206 SOUTH 4TH STREET LINDENHURST NY 11757 53,000.00
ML659 10266106672 GRAY MICHAEL D 2138-40 SINGLETON INDIANAPOLIS IN 46241 26,600.00
ML659 10266106675 ROBINSON ROY 32 STUYVESANT STREET HUNTINGTON NY 11743 31,700.00
ML659 10266106688 JONES GREGORY 138-17 225TH STREET LAURELTON NY 11413 180,000.00
ML659 10266106717 GRAY MICHAEL DEAN 1257 BLAINE STREET INDIANAPOLIS IN 46221 26,000.00
ML659 10266106723 WARR ADAM GARY 7149 WEST COPPER HILL DRIVE WEST VALLEY CITY UT 84120 27,000.00
ML659 10266106903 FAIRCLOTH MELINDA 2841 VERMONT AVENUE EATON PARK FL 33840 48,600.00
ML659 10266106914 DEGANGE MICHAEL J 45 FOX STREET PHILLIPSBURG NJ 08865 45,500.00
ML659 10266106973 GIAUQUE MARC 7160 SOUTH 2200 WEST WEST JORDAN UT 84084 11,500.00
ML659 10266106996 HENDERSON VIRGINIA 416 HIGH POINT STREET RANDLEMAN NC 27317 45,600.00
ML659 10266107032 SHELTON LULA 4743 W MONROE ST CHICAGO IL 60644 35,000.00
ML659 10266107043 LHOMMEDIEU BRIAN W 2 WELLINGTON DRIVE STONY BROOK NY 11790 28,000.00
ML659 10266107073 MCMAHON CHRISTOPHER 8941 W FLOWER STREET PHOENIX AZ 85037 49,300.00
ML659 10266107126 SALES WALTER P 18125 FOREST VIEW ROAD MONUMENT CO 80132 122,770.00
ML659 10266107149 GEDDIE ROBERT J 2915 PEACOCK STREET HOPE MILLS NC 28348 50,350.00
ML659 10266107150 HILE LYNN C 800 PINE STREET PHILIPSBURG PA 16866 23,800.00
ML659 10266107167 ROLLE BENNIE MAE 1170 NORTHWEST 49TH STREET MIAMI FL 33127 46,500.00
ML659 10266107185 BUCHANAN BERTON C 1690 CARROLL STREET BROOKLYN NY 11213 26,500.00
ML659 10266107232 SLOCUM CHRISTINE B 1102 NORTH 1250 WEST LAYTON UT 84041 22,000.00
ML659 10266107310 RICH FRANCIS J 11 SPRINGFIELD ROAD ALDAN PA 19018 10,000.00
ML659 10266107385 PIERCY BANG F 10304 NORTHEAST TILLAMOOK ST PORTLAND OR 97220 98,000.00
ML659 10266107422 BROWN MARION L 1149 12TH STREET LAUREL MD 20707 29,900.00
ML659 10266107447 CURTIS CHRISTOPHER G 656 TUOLUMNE AVENUE ANGELS CAMP CA 95222 19,650.00
ML659 10266107476 LASALLE EDDIE 253 WASHINGTON AVENUE BRENTWOOD NY 11717 18,500.00
ML659 10266107490 WILLIAMS MARIA A 38 DAGOBERT STREET WILKES-BARRE PA 18702 17,000.00
ML659 10266107514 XENAKIS STEVEN J 2635 SOUTH 69TH STREET PHILADELPHIA PA 19142 21,400.00
ML659 10266107662 BOOTH REVA J 2228 MCLAIN LINCOLN PARK MI 48146 50,000.00
ML659 10266107706 BUCK DAVID L 4770 HENNINGS DRIVE COLORADO SPRINGS CO 80911 10,800.00
ML659 10266107759 HIGGS MARY E 1463 LINCOLN TERRACE PEEKSKILL NY 10566 116,000.00
ML659 10266107801 MILLGATE ERIC DON 527 WEST 1160 NORTH OREM UT 84057 25,000.00
ML659 10266107814 MONTGOMERY TODD W 1902 164TH STREET COURT EAST SPANAWAY WA 98387 19,390.00
ML659 10266107831 WASYLUK THERESA 166 MORSETOWN ROAD WEST MILFORD NJ 07480 28,000.00
ML659 10266107848 SMITH TRACY A 4929 SOUTH 4860 WEST SALT LAKE CITY UT 84118 17,700.00
ML659 10266107861 RERA SCOTT 17 OAKHURST ROAD HAMPTON BAYS NY 11946 56,500.00
ML659 10266107874 THOMPSON FRANK B JR 4935 GLADE HILL STREET JACKSONVILLE FL 32207 112,500.00
ML659 10266107876 BOUCHER ROGER 22 PEEKER AVENUE MASTIC BEACH NY 11951 86,700.00
ML659 10266107896 WALSH FRANK C 7221 SOUTH ZEPHYR WAY LITTLETON CO 80123 14,000.00
ML659 10266107906 GEERDES JOHN C 189 SWEETWATER LAKE TERRACE DIVIDE CO 80814 25,000.00
ML659 10266107945 FONTANA ARTHUR R JR 14755 LATROBE COURT COLORADO SPRINGS CO 80921 48,600.00
ML659 10266107946 RILEY HENRY 12833 WEST JEWELL DRIVE LAKEWOOD CO 80228 40,900.00
</TABLE>
<TABLE>
<CAPTION>
Cut-off Date First Original Current Scheduled
Principal Payment Maturity Rem Date LTV Mortgage Payment
Sale ID Account Balance Date Date Term Due Ratio Rate Int & Prin
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ML659 10266105833 24,497.51 05/03/96 04/03/11 178.06 07/03/96 84.9 12.200 298.66
ML659 10266105872 112,000.00 05/02/96 04/02/11 178.03 05/02/96 80.0 12.990 1,238.07
ML659 10266105875 45,000.00 05/11/96 04/11/11 178.32 06/11/96 75.0 9.850 389.93
ML659 10266105935 39,000.00 05/11/96 04/11/11 178.32 06/11/96 60.0 9.850 337.94
ML659 10266105954 16,949.96 04/04/96 03/04/11 177.07 06/04/96 81.3 10.990 193.12
ML659 10266105994 45,949.30 05/05/96 04/05/11 178.13 06/05/96 73.3 10.200 410.50
ML659 10266106038 16,372.05 05/08/96 04/08/11 178.22 06/08/96 89.4 11.150 187.95
ML659 10266106042 24,425.44 04/21/96 03/21/11 177.63 06/21/96 90.0 11.850 291.68
ML659 10266106138 20,115.00 05/03/96 04/03/11 178.06 06/03/96 57.7 10.950 228.00
ML659 10266106150 34,996.49 05/05/96 04/05/11 178.13 06/05/96 21.6 12.000 360.01
ML659 10266106181 120,214.22 03/05/96 02/05/11 176.15 06/05/96 63.2 15.500 1,568.68
ML659 10266106263 103,708.62 05/01/96 04/01/11 178.00 07/01/96 80.0 11.750 1,049.79
ML659 10266106274 25,000.00 05/02/96 04/02/11 178.03 06/02/96 77.9 10.700 279.46
ML659 10266106329 24,966.20 05/16/96 04/16/11 178.49 06/16/96 60.9 10.200 271.72
ML659 10266106331 31,665.81 05/01/96 04/01/11 178.00 06/01/96 84.9 9.490 330.83
ML659 10266106336 16,527.98 05/10/96 04/10/11 178.29 07/10/96 85.3 11.150 191.80
ML659 10266106402 50,000.00 04/27/96 03/27/11 177.83 06/27/96 80.0 9.900 435.10
ML659 10266106409 26,786.17 05/04/96 04/04/11 178.09 06/04/96 89.8 11.950 320.78
ML659 10266106430 43,200.00 05/01/96 04/01/16 238.00 06/01/96 45.4 9.900 414.03
ML659 10266106450 108,500.00 05/09/96 04/09/11 178.26 06/09/96 70.0 10.700 1,008.75
ML659 10266106570 21,952.87 05/02/96 04/02/11 178.03 06/02/96 79.0 10.490 243.05
ML659 10266106630 24,951.05 04/27/96 03/27/11 177.83 06/27/96 72.1 9.650 212.96
ML659 10266106632 53,000.00 04/26/96 03/26/11 177.80 06/26/96 65.2 10.700 492.75
ML659 10266106672 26,461.97 05/12/96 04/12/11 178.36 06/12/96 70.0 8.300 258.83
ML659 10266106675 31,700.00 05/16/96 04/16/11 178.49 05/16/96 85.9 11.500 313.92
ML659 10266106688 180,000.00 04/28/96 03/28/11 177.86 05/28/96 90.0 10.650 1,666.75
ML659 10266106717 25,871.12 05/12/96 04/12/11 178.36 06/12/96 66.6 8.300 252.99
ML659 10266106723 26,989.70 04/05/96 03/05/11 177.11 06/05/96 79.3 13.600 352.34
ML659 10266106903 48,491.23 05/01/96 04/01/26 358.00 07/01/96 90.0 10.400 440.93
ML659 10266106914 45,450.82 05/01/96 04/01/11 178.00 07/01/96 70.0 11.600 454.06
ML659 10266106973 11,439.11 05/01/96 04/01/11 178.00 07/01/96 69.7 9.490 120.02
ML659 10266106996 45,363.08 05/17/96 04/17/11 178.52 06/17/96 80.0 8.600 451.72
ML659 10266107032 34,900.45 05/15/96 04/15/16 238.45 06/15/96 55.5 8.750 309.30
ML659 10266107043 28,000.00 04/06/96 03/06/11 177.14 05/06/96 84.3 11.500 327.09
ML659 10266107073 49,104.69 05/10/96 04/10/26 358.29 07/10/96 85.0 12.950 543.43
ML659 10266107126 122,635.73 05/09/96 04/09/26 358.26 06/09/96 74.4 10.490 1,122.11
ML659 10266107149 49,958.18 05/08/96 04/08/16 238.22 07/08/96 89.6 10.200 492.58
ML659 10266107150 23,800.00 05/16/96 04/16/11 178.49 05/16/96 70.0 11.100 272.01
ML659 10266107167 46,466.20 05/01/96 04/01/11 178.00 07/01/96 75.0 13.950 549.13
ML659 10266107185 26,500.00 05/01/96 04/01/11 178.00 06/01/96 85.2 11.650 312.10
ML659 10266107232 21,921.38 04/11/96 03/11/16 237.30 06/11/96 88.3 12.350 247.63
ML659 10266107310 10,000.00 05/12/96 04/12/11 178.36 06/12/96 65.8 9.650 105.33
ML659 10266107385 98,000.00 04/26/96 03/26/11 177.80 05/26/96 70.0 11.250 951.84
ML659 10266107422 29,900.00 05/03/96 04/03/26 358.06 06/03/96 89.9 11.150 288.14
ML659 10266107447 19,650.00 05/04/96 04/04/11 178.09 06/04/96 80.0 12.990 217.21
ML659 10266107476 18,450.50 05/08/96 04/08/11 178.22 06/08/96 89.7 10.740 207.26
ML659 10266107490 16,983.31 05/17/96 04/17/11 178.52 06/17/96 28.3 11.500 198.59
ML659 10266107514 21,400.00 05/01/96 04/01/11 178.00 06/01/96 69.2 12.250 260.29
ML659 10266107662 49,950.25 05/12/96 04/12/16 238.36 06/12/96 66.6 9.500 466.07
ML659 10266107706 10,800.00 05/09/96 04/09/16 238.26 06/09/96 85.0 10.740 109.57
ML659 10266107759 115,763.32 05/04/96 04/04/16 238.09 06/04/96 85.2 9.500 1,081.27
ML659 10266107801 25,000.00 05/02/96 04/02/11 178.03 06/02/96 71.6 10.700 232.43
ML659 10266107814 19,390.00 05/08/96 04/08/11 178.22 06/08/96 89.9 11.650 194.24
ML659 10266107831 27,948.94 05/17/96 04/17/11 178.52 06/17/96 79.7 13.250 315.22
ML659 10266107848 17,654.34 04/15/96 03/15/11 177.44 06/15/96 83.7 12.350 216.43
ML659 10266107861 56,147.54 04/26/96 03/26/11 177.80 06/26/96 74.2 9.750 598.54
ML659 10266107874 112,406.03 05/17/96 04/17/26 358.52 06/17/96 90.0 9.950 983.11
ML659 10266107876 86,648.75 04/07/96 03/07/11 177.17 06/07/96 85.0 11.500 858.58
ML659 10266107896 14,000.00 05/09/96 04/09/11 178.26 06/09/96 84.9 11.740 165.69
ML659 10266107906 24,966.59 05/01/96 04/01/11 178.00 06/01/96 83.7 9.490 260.91
ML659 10266107945 48,600.00 05/01/96 04/01/11 178.00 06/01/96 84.9 12.200 507.40
ML659 10266107946 40,900.00 05/03/96 04/03/11 178.06 06/03/96 85.0 12.200 496.14
</TABLE>
<PAGE>
Page 9
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule
A division of Superior Bank FSB 1996-2 Class 1 - Initial Pool of Fixed Rate Mortgages - Settlement 6/19/96
Principal
Zip Balance at
Sale ID Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ML659 10266107947 KRUMINS INDULIS MARTIN 9573 S DEVONSHIRE PLACE HIGHLANDS RANCH CO 80126 136,000.00
ML659 10266107991 TAYLOR BARBARA J 21 LORRAINE COURT EAST HARTFORD CT 06118 61,000.00
ML659 10266108009 PICHARDO JUAN 92 LONG HILL ROAD WATERBURY CT 06704 31,500.00
ML659 10266108094 RAPPLEYE LARRY V 380 SOUTH CHRISMAN DRIVE SALEM UT 84653 51,025.00
ML659 10266108099 BARTON LAWRENCE A JR 405 PIKE STREET DENVER CO 80233 27,741.00
ML659 10266108104 ANDREWS JAMES J 24299 COCK ROBIN DRIVE BONITA SPRINGS FL 33923 64,700.00
ML659 10266108117 ARNELL KEVIN LAYNE 1635 WEST DAPPLEGRAY CIRCLE RIVERTON UT 84065 37,000.00
ML659 10266108119 YANCEY BEVERLY J 775 EAST WOODSHIRE CICLE MURRAY UT 84107 11,000.00
ML659 10266108140 MOLELLA FRANK A JR RR #3 BOX 360 HORSESHOE ROAD MILLBROOK NY 12545 112,000.00
ML659 10266108155 TEPPER MARILYN K 12181 EAST AMHERST CIRCLE AURORA CO 80014 120,000.00
ML659 10266108241 GLEASON JOANNE J 4683 FAIRBANKS DRIVE SYRACUSE NY 13215 45,000.00
ML659 10266108291 WASSER SCOTT M 1745 GEROSE COURT EAST MEADOW NY 11554 42,180.00
ML659 10266108334 GOTTESFELD MELVIN L 293 DENNYTOWN ROAD PUTNAM VALLEY NY 10579 171,500.00
ML659 10266108356 GALEANO MARIA S 3966 RALPH STREET SEAFORD NY 11783 35,000.00
ML659 10266108368 SMITH DENNIS K 1239 FORRESTAL AVE SAN JOSE CA 95110 33,750.00
ML659 10266108393 LAUDADIO ROCCO R 20 CONDON DRIVE ANSONIA CT 06401 33,200.00
ML659 10266108402 SAVOYA JUDITH ANNE 640 STARLIGHT DRIVE GRAND JUNCTION CO 81504 34,529.00
ML659 10266108422 PLATANIA PIA 1537 MADISON STREET ELMONT NY 11003 138,750.00
ML659 10266108426 KALOIDIS ATHAN 1004 CHASE PARKWAY WATERBURY CT 06708 54,000.00
ML659 10266108483 POOLE MORRIS A 2985 MONDAVI COURT LAS VEGAS NV 89117 120,000.00
ML659 10266108494 BOUCHARD GERALD G 2529 EMPIRE AVENUE MELBOURNE FL 32934 16,963.00
ML659 10266108500 LE HUNG N 5909 SOUTHWIND DRIVE SAN JOSE CA 95138 12,700.00
ML659 10266108534 PRICE JEFFERY W 418 EAST PITKIN STREET FORT COLLINS CO 80524 80,800.00
ML659 10266108538 TANNER STEPHEN 2979 WEST 4275 SOUTH ROY UT 84067 24,000.00
ML659 10266108561 HINTON THERESA A 7871 APPLE BLOSSOM LANE WESTMINSTER CO 80030 78,400.00
ML659 10266108574 BAADE THEODORE JR 9 WILLITS ROAD GLEN COVE NY 11542 35,000.00
ML659 10266108634 SCHNEIDER JOSEPH J 83 DEKAY STREET STATEN ISLAND NY 10310 105,000.00
ML659 10266108821 JOHN C ELIZABETH ST 2306 E BETTY ELYSE LANE PHOENIX AZ 85022 56,000.00
ML659 10266108857 SCHWANTNER LINDA 29 INGOLD DRIVE DIX HILLS NY 11746 70,000.00
ML659 10266108863 CALVACANTE LUCIANO 860 MONROE TURNPIKE MONROE CT 06468 21,300.00
ML659 10266108878 EMINGTON JOSEPH THOMAS 3673 TAMER LANE LILBURN GA 30247 100,300.00
ML659 10266108887 BOWER WILLIAM D 667 U STREET UPPER MERION TWNSP PA 19406 112,500.00
ML659 10266108904 BRYAN RAYMOND CHRISTOPHER 12920 GORDA CIRCLE S LARGO FL 34643 78,400.00
ML659 10266108907 CARNS DIANNE M 9985 ELIZABETH STREET THORNTON CO 80229 22,145.00
ML659 10266108932 SCHNAITER DAWN 330 S WEST ST SHELBYVILLE IN 46176 27,500.00
ML659 10266108938 LAFOLLETTE TONI MARIE 301 SOUTH STREET BROOKLYN CT 06239 19,550.00
ML659 10266109025 BEVEL CHARLES 1927 W 30TH ST JACKSONVILLE FL 32209 23,000.00
ML659 10266109044 BUYEA THOMAS J 4031 CRANBROOK PLACE NEW PORT RICHEY FL 34652 29,400.00
ML659 10266109047 LEE FLETCHER A 7042 OFFENBACH CT NE KEIZER OR 97303 17,250.00
ML659 10266109144 DEMIC CATHERINE HUNT 18 CHICKADEE LANE LEVITTOWN NY 11756 23,500.00
ML659 10266109148 HEALEY FRED D 7186 EAST AZALEA DRIVE FLORAL CITY FL 34436 56,100.00
ML659 10266109154 WEBB JOHN 18 BETHANY STREET NEW BRUNSWICK NJ 08901 102,500.00
ML659 10266109168 POLLARD LEN A 122 MANHATTAN AVENUE GREENBURGH NY 10603 18,700.00
ML659 10266109175 HUGHES RICHARD L 2524 CREIGHTON AVENUE BALTIMORE MD 21234 30,000.00
ML659 10266109209 REEDER KERRY K 1251 WEST 1700 NORTH PROVO UT 84604 55,117.00
ML659 10266109391 BARTON AIMEE M 257-18 149TH AVENUE ROSEDALE NY 11422 30,100.00
ML659 10266109399 SHIMP LEON B 1716 WEST 1900 NORTH LAYTON UT 84041 23,012.00
ML659 10266109415 HORMAN RUSSELL L 1916 SOUTH DAVIS BOULEVARD BOUNTIFUL UT 84010 55,000.00
ML659 10266109480 GOODRICH TERRI L 6905 WEST 55TH PLACE ARVADA CO 80002 36,800.00
ML659 10266109498 BARTLETT JOSEPH ABBOTT 5551 11TH STREET S ST PETERSBURG FL 33705 85,000.00
ML659 10266109516 SPENCER MARLENE 110-21 177TH STREET JAMAICA NY 11433 116,500.00
ML659 10266109587 BARRETT SCOTT M 17 VALENCIA CIRCLE SAFETY HARBOR FL 34695 12,000.00
ML659 10266109611 WILSON THOMAS D 2656 NORTH 1525 EAST LAYTON UT 84040 32,919.00
ML659 10266109692 BRINKLEY LEMUEL G JR 68 PRAIRIE RIDGE ROAD HIGHLANDS RANCH CO 80126 133,365.00
ML659 10266109792 STREETER WILLIAM III 1924 DALLAS STREET PHILADELPHIA PA 19138 44,000.00
ML659 10266110016 FRYDRYCH JAMES 5 ALLEGHENY DRIVE WEST FARMINGVILLE NY 11738 21,653.00
ML659 10266110037 ROMANO LEONARD 323 EAST SHORE DRIVE MASSAPEQUA NY 11758 55,500.00
ML659 10266110039 CASTRO LUCIE 57 BENBURB STREET AMITYVILLE NY 11701 58,000.00
ML659 10266110057 SHEDDEN ROBERT C 9846 SOUTH CAMPAIGN DRIVE SOUTH JORDON UT 84095 89,000.00
ML659 10266110223 ERCOLANO LEWIS R JR 301 OLD YORK ROAD FLEMINGTON NJ 08822 60,000.00
ML659 10266110233 KOVTUN LEONID 5817 WEST 81ST PLACE ARVADA CO 80003 72,500.00
ML659 10266110234 HICKMAN DORIS P 136 ARMSTRONG ROAD GARDEN CITY PARK NY 11040 100,000.00
</TABLE>
<TABLE>
<CAPTION>
Cut-off Date First Original Current Scheduled
Principal Payment Maturity Rem Date LTV Mortgage Payment
Sale ID Account Balance Date Date Term Due Ratio Rate Int & Prin
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ML659 10266107947 136,000.00 05/01/96 04/01/11 178.00 06/01/96 85.0 9.400 1,133.65
ML659 10266107991 60,902.50 05/03/96 04/03/26 358.06 07/03/96 56.4 10.700 567.13
ML659 10266108009 31,468.04 05/01/96 04/01/11 178.00 07/01/96 90.0 10.650 291.68
ML659 10266108094 51,025.00 05/01/96 04/01/11 178.00 06/01/96 84.1 12.200 618.97
ML659 10266108099 27,741.00 05/03/96 04/03/16 238.06 06/03/96 85.0 11.740 300.44
ML659 10266108104 64,518.40 05/16/96 04/16/11 178.49 06/16/96 77.0 9.750 685.41
ML659 10266108117 36,966.95 04/15/96 03/15/11 177.44 06/15/96 80.5 12.190 448.60
ML659 10266108119 11,000.00 04/15/96 03/15/11 177.44 05/15/96 66.2 11.100 125.72
ML659 10266108140 112,000.00 05/08/96 04/08/11 178.22 06/08/96 89.6 10.000 982.88
ML659 10266108155 120,000.00 05/01/96 04/01/11 178.00 06/01/96 80.0 9.400 1,000.28
ML659 10266108241 44,660.40 05/01/96 04/01/06 118.00 06/01/96 79.4 9.400 579.83
ML659 10266108291 41,949.61 05/08/96 04/08/11 178.22 06/08/96 84.9 12.200 440.37
ML659 10266108334 170,878.49 05/16/96 04/16/11 178.49 06/16/96 85.7 8.100 1,648.86
ML659 10266108356 35,000.00 05/15/96 04/15/16 238.45 06/15/96 43.0 11.750 379.30
ML659 10266108368 33,750.00 05/01/96 04/01/11 178.00 06/01/96 90.0 10.740 314.80
ML659 10266108393 33,149.86 05/08/96 04/08/16 238.22 06/08/96 78.6 11.690 358.41
ML659 10266108402 34,344.00 05/01/96 04/01/11 178.00 07/01/96 80.0 10.700 385.98
ML659 10266108422 138,750.00 05/08/96 04/08/26 358.22 06/08/96 75.0 10.450 1,264.02
ML659 10266108426 52,173.65 05/08/96 04/08/06 118.22 08/08/96 47.7 10.990 743.54
ML659 10266108483 120,000.00 05/02/96 04/02/11 178.03 06/02/96 79.2 9.900 1,282.19
ML659 10266108494 16,953.55 05/15/96 04/15/11 178.45 06/15/96 84.9 11.850 201.95
ML659 10266108500 12,700.00 05/03/96 04/03/11 178.06 06/03/96 90.0 12.150 153.65
ML659 10266108534 80,776.10 05/01/96 04/01/11 178.00 06/01/96 80.0 9.900 703.11
ML659 10266108538 23,985.61 05/03/96 04/03/11 178.06 06/03/96 79.8 12.700 298.94
ML659 10266108561 78,400.00 05/05/96 04/05/26 358.13 06/05/96 80.0 13.250 882.61
ML659 10266108574 35,000.00 05/16/96 04/16/06 118.49 05/16/96 86.5 11.250 487.09
ML659 10266108634 104,734.86 05/15/96 04/15/11 178.45 06/15/96 52.5 8.900 1,058.74
ML659 10266108821 56,000.00 05/01/96 04/01/11 178.00 06/01/96 84.8 9.400 466.80
ML659 10266108857 69,931.16 05/09/96 04/09/11 178.26 06/09/96 78.2 10.450 637.70
ML659 10266108863 21,300.00 05/08/96 04/08/11 178.22 06/08/96 84.9 10.750 238.76
ML659 10266108878 100,048.99 05/08/96 04/08/11 178.22 06/08/96 85.0 8.990 1,016.71
ML659 10266108887 112,439.52 05/02/96 04/02/26 358.03 06/02/96 90.0 10.240 1,007.28
ML659 10266108904 78,190.81 05/10/96 04/10/11 178.29 06/10/96 80.0 9.350 811.59
ML659 10266108907 22,114.09 05/05/96 04/05/11 178.13 06/05/96 89.9 10.150 240.01
ML659 10266108932 27,500.00 05/15/96 04/15/11 178.45 06/15/96 63.9 9.400 229.23
ML659 10266108938 19,547.52 05/15/96 04/15/11 178.45 06/15/96 84.9 13.200 249.93
ML659 10266109025 22,939.41 05/08/96 04/08/11 178.22 06/08/96 44.2 10.990 261.27
ML659 10266109044 29,400.00 05/12/96 04/12/11 178.36 06/12/96 70.0 9.950 315.04
ML659 10266109047 17,250.00 05/08/96 04/08/11 178.22 06/08/96 90.0 10.700 192.83
ML659 10266109144 23,500.00 05/03/96 04/03/11 178.06 06/03/96 69.5 11.750 237.21
ML659 10266109148 56,093.27 05/15/96 04/15/26 358.45 06/15/96 85.0 11.750 566.28
ML659 10266109154 102,500.00 05/10/96 04/10/16 238.29 06/10/96 70.2 8.600 896.02
ML659 10266109168 18,700.00 05/04/96 04/04/16 238.09 06/04/96 84.9 12.950 218.42
ML659 10266109175 29,946.82 05/09/96 04/09/11 178.26 06/09/96 33.1 8.990 304.10
ML659 10266109209 55,024.75 04/22/96 03/22/11 177.67 06/22/96 84.8 12.700 686.52
ML659 10266109391 28,772.94 05/15/96 04/15/06 118.45 09/15/96 85.0 10.350 403.63
ML659 10266109399 22,942.68 04/26/96 03/26/11 177.80 06/26/96 90.0 11.940 275.30
ML659 10266109415 54,937.07 05/01/96 04/01/26 358.00 07/01/96 39.8 9.900 478.61
ML659 10266109480 36,797.73 05/08/96 04/08/11 178.22 06/08/96 84.8 12.450 391.32
ML659 10266109498 84,860.77 05/03/96 04/03/11 178.06 06/03/96 85.0 9.250 699.27
ML659 10266109516 116,271.88 05/10/96 04/10/16 238.29 06/10/96 80.3 10.250 1,143.61
ML659 10266109587 11,993.58 05/15/96 04/15/11 178.45 06/15/96 77.3 10.950 136.02
ML659 10266109611 32,919.00 05/08/96 04/08/11 178.22 06/08/96 80.0 9.490 343.55
ML659 10266109692 133,365.00 05/04/96 04/04/26 358.09 06/04/96 84.9 11.750 1,346.20
ML659 10266109792 44,000.00 05/10/96 04/10/11 178.29 05/10/96 80.0 12.750 478.15
ML659 10266110016 21,512.98 05/12/96 04/12/06 118.36 06/12/96 89.7 12.000 310.66
ML659 10266110037 55,500.00 05/16/96 04/16/11 178.49 05/16/96 76.7 10.950 629.07
ML659 10266110039 57,917.43 05/12/96 04/12/11 178.36 06/12/96 48.3 12.375 613.39
ML659 10266110057 89,000.00 05/10/96 04/10/11 178.29 06/10/96 89.9 11.150 857.67
ML659 10266110223 59,433.90 05/15/96 04/15/11 178.45 07/15/96 31.5 10.800 674.44
ML659 10266110233 72,500.00 05/09/96 04/09/11 178.26 06/09/96 79.9 10.700 674.05
ML659 10266110234 99,891.32 05/10/96 04/10/11 178.29 06/10/96 55.8 11.000 952.32
</TABLE>
<PAGE>
Page 10
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule
A division of Superior Bank FSB 1996-2 Class 1 - Initial Pool of Fixed Rate Mortgages - Settlement 6/19/96
Principal
Zip Balance at
Sale ID Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ML659 10266110243 ALCANTARA NELLY 5425 RISING SUN AVENUE PHILADELPHIA PA 19120 31,100.00
ML659 10266110391 PIZZUTI MICHELE 46 GLEN ROAD EASTCHESTER NY 10709 125,600.00
ML659 10266110407 BLACK D LOUISE 2941 WEST TESS AVENUE WEST VALLEY CITY UT 84119 65,450.00
ML659 10266110415 LEE ELLEN P 110-44 208TH STREET HOLLIS NY 11429 118,500.00
ML659 10266110589 TAYLOR EUGENE JUDE 34 NORTHWAY LAKE PEEKSKILL NY 10537 21,030.00
ML659 10266110609 NEGRO PHILIP DEL 545 DONA LANE SCOTCH PLAINS NJ 07076 156,000.00
ML659 10266110672 WILLIAMS STANLEY R RR 1 BOX 352 TURBOTVILLE PA 17772 80,000.00
ML659 10266110686 LOEHR DAVID A 1266 ERIEVIEW DRIVE MADISON OH 44057 100,800.00
ML659 10266110886 IRBY RICHBURG SHEILA 5908 GLENNOR ROAD BALTIMORE MD 21239 21,100.00
ML659 10266110941 GUASTELLA LAWRENCE 16 TOPAZ DRIVE LAKE RONKONKOMA NY 11779 94,000.00
ML659 10266111185 COLQUITT THOMAS E 5396 VALLEY MIST COURT NORCROSS GA 30092 17,000.00
---------------------------------------- ------------------
197 Sale Total 10,837,463.00
</TABLE>
<TABLE>
<CAPTION>
Cut-off Date First Original Current Scheduled
Principal Payment Maturity Rem Date LTV Mortgage Payment
Sale ID Account Balance Date Date Term Due Ratio Rate Int & Prin
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ML659 10266110243 31,075.31 05/09/96 04/09/11 178.26 06/09/96 74.9 11.100 355.44
ML659 10266110391 125,600.00 04/29/96 03/29/16 237.90 05/29/96 79.6 13.800 1,543.65
ML659 10266110407 65,359.41 05/09/96 04/09/26 358.26 06/09/96 85.0 9.490 549.86
ML659 10266110415 118,430.19 05/15/96 04/15/11 178.45 06/15/96 74.0 9.650 1,009.41
ML659 10266110589 20,896.55 05/15/96 04/15/11 178.45 06/15/96 90.0 11.600 247.01
ML659 10266110609 155,686.83 05/19/96 04/19/11 178.59 06/19/96 65.0 11.250 1,515.17
ML659 10266110672 80,000.00 05/12/96 04/12/11 178.36 06/12/96 80.0 9.900 696.15
ML659 10266110686 100,598.37 05/15/96 04/15/26 358.45 06/15/96 90.0 11.150 971.38
ML659 10266110886 21,085.08 05/16/96 04/16/11 178.49 06/16/96 84.3 12.450 259.38
ML659 10266110941 93,791.26 05/16/96 04/16/11 178.49 06/16/96 79.6 10.150 1,018.77
ML659 10266111185 16,850.96 03/22/96 02/22/11 176.71 07/22/96 89.9 11.850 172.90
------------- ------------ ----------------------------------------
10,820,267.69 217.20 77.5 10.884 110,009.19
</TABLE>
<PAGE>
Page 11
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule
A division of Superior Bank FSB 1996-2 Class 1 - Initial Pool of Fixed Rate Mortgages - Settlement 6/19/96
Principal
Zip Balance at
Sale ID Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ML660 10266084816 BROWN CORNELL 259-30 147TH ROAD ROSEDALE NY 11422 33,500.00
ML660 10266085083 CASTILLO JOSEPH 225 WEST PULASKI ROAD HUNTINGTON STATION NY 11746 100,725.00
ML660 10266098645 HENDRY KARMA L 1003 EAST 3400 NORTH LAYTON UT 84040 34,426.00
ML660 10266098955 LARSEN JAMES RUSSELL 809 SOUTH PARK STREET SALT LAKE CITY UT 84102 50,000.00
ML660 10266099257 BACOT MARSHALL N 326 CHURCH STREET BALTIMORE MD 21225 20,900.00
ML660 10266099939 WILSON ERIC V 1406 HYALYN COURT GREENSBORO NC 27406 124,780.00
ML660 10266100124 WILLIAMS RUTH N 1544 BENTON HOLLOW ROAD DRUMORE PA 17518 134,400.00
ML660 10266100325 EISENMANN SCOTT D 80 REIDS HILL ROAD MORGANVILLE NJ 07751 25,000.00
ML660 10266101371 ANDERSON TODD J 1649 EAST ANTELOPE DRIVE LAYTON UT 84040 108,800.00
ML660 10266101504 SCHAEFER ROGER 190-22 RADNOR ROAD JAMAICA ESTATES NY 11423 235,000.00
ML660 10266101687 BAILEY MARK A 1462 EAST 8255 SOUTH SANDY UT 84093 35,000.00
ML660 10266102261 WOLTER KEVIN B 92-17 70TH AVENUE FOREST HILLS NY 11375 60,000.00
ML660 10266102293 SPARKS WILLIAM C 1870 WEST DIXIE PLACE DENVER CO 80221 23,400.00
ML660 10266102374 RICHARDSON DANIEL C 7975 LITTLE MILL ROAD CUMMING GA 30131 35,000.00
ML660 10266102830 MOONSAMMY RAMSAMMY 242-244 NEW YORK AVENUE JERSEY CITY NJ 07307 45,000.00
ML660 10266102908 VAQUERA JUAN B 5535 RACINE DRIVE WINSTON-SALEM NC 27105 55,200.00
ML660 10266102997 MARMAROU CHRISTOS 884 BROOKSIDE ROAD WESCOSVILLE PA 18106 68,000.00
ML660 10266103023 BORTEN HENRY 75-20 183RD STREET FRESH MEADOWS NY 11366 48,800.00
ML660 10266103060 MUNICCHI ROBERT N 25 LONGBOAT AVENUE BARNEGAT NJ 08005 65,000.00
ML660 10266103524 TOMAS RODELIO D 415 FOGG STREET LAS VEGAS NV 89110 172,500.00
ML660 10266104043 PREECE GARY M 129 WEST 1225 NORTH LAYTON UT 84041 38,920.00
ML660 10266104323 HENRIKSEN CRAIG V 2063 EAST LA CRESTA DRIVE SALT LAKE CITY UT 84121 17,100.00
ML660 10266104387 CANALES JOSE 535 SECATOGUE AVENUE FARMINGDALE NY 11735 99,200.00
ML660 10266104426 AGAN MARK J 14813 N 36TH PLACE PHOENIX AZ 85032 11,500.00
ML660 10266104526 MARTIN LIZANNE 111-39 126TH STREET OZONE PARK NY 11420 144,500.00
ML660 10266104726 CZARNEK TIM 3853 SOUTH KING STREET DENVER CO 80110 67,900.00
ML660 10266104740 NAKAMURA TAKASHI 827 HOBART STREET MENLO PARK CA 94025 200,000.00
ML660 10266104888 RODRIGUEZ NOEL 677 CHESTNUT STREET YORK PA 17403 42,300.00
ML660 10266105123 AQUILA CARMINE 2 HICKORY HILL ROAD JACKSON NJ 08527 25,000.00
ML660 10266105153 COLLEDGE REX 1989 SOUTH 1225 WEST WOODS CROSS UT 84087 12,700.00
ML660 10266105361 MCDONOUGH EILEEN M 2165 MILLER ROAD EAST GREENVILLE PA 18041 150,400.00
ML660 10266105406 DAVIS ANDREA L 1365 EM AVENUE SILT CO 81652 67,500.00
ML660 10266105442 SMITH RICHARD C 210 PROSPECT BAY DRIVE GRASONVILLE MD 21638 60,500.00
ML660 10266105496 ERDVIG ROGER 26 ROOSEVELT AVENUE PATCHOGUE NY 11772 72,000.00
ML660 10266105530 YI IN KU 4230 CANTRELL DRIVE COLORADO SPRINGS CO 80911 30,000.00
ML660 10266105565 DUNAWAY DEBRA M 700 53RD AVENUE NORTH SAINT PETERSBURG FL 33703 52,000.00
ML660 10266105706 TENNANT JOSEPHINE 4412 MURDOCK AVENUE BRONX NY 10466 26,750.00
ML660 10266105894 BUSH WILLIAM H JR 626 BELLAIRE AVENUE PITTSBURGH PA 15226 24,800.00
ML660 10266106001 ROEDEMA JAMES A 2007 WEST HYACINTH ROAD LITTLETON CO 80126 51,354.00
ML660 10266106072 G0MEZ JOSE A 340 53RD STREET BROOKLYN NY 11219 99,000.00
ML660 10266106130 DICKEY JOHN STEVEN 6057 SOUTH 3050 WEST ROY UT 84067 27,000.00
ML660 10266106228 COLE DARRYL 45 EAST LINCOLN AVENUE MOUNT VERNON NY 10550 212,000.00
ML660 10266106249 ORTUNO HERIBERTO 293 WESTSIDE DRIVE HOLLISTER CA 95023 29,700.00
ML660 10266106253 AMENDOLARI JOHN J III 5557 WEST 75TH PLACE WESTMINSTER CO 80003 20,000.00
ML660 10266106301 CARUSONE VINCENT 73 HACKENSACK STREET RUTHERFORD NJ 07073 65,000.00
ML660 10266106406 SANCHEZ TRANQUILINO 415 DAISY LANE EAST PALO ALTA CA 94303 45,000.00
ML660 10266106469 BARNES DAVID T 534 PARK ROAD AMBRIDGE PA 15003 43,200.00
ML660 10266106516 LEDESMA JESUS DIAZ 1813 DRACENA WAY SAN JOSE CA 95122 26,000.00
ML660 10266106556 MILLER MICHAEL L 6063 SOUTH PRAIRIE VIEW DRIVE SALT LAKE CITY UT 84118 36,400.00
ML660 10266106707 FAUBER JANICE A 4537 BRANDYWINE COURT CARMICHAEL CA 95608 67,189.00
ML660 10266106731 MIHALIK DEBRA 189 ADIRONDACK DRIVE SELDEN NY 11784 75,000.00
ML660 10266106812 PARK DALE B 2057 WEST BYRON CIRCLE SALT LAKE CITY UT 84119 37,152.00
ML660 10266106813 SADDLER V DE AUN 4602 SOUTH ALTONIA CIRCLE WEST VALLEY CITY UT 84120 11,255.00
ML660 10266106816 MILLS KEITH 1420 EVANS ROAD WALL NJ 07719 58,000.00
ML660 10266106865 ODONNELL DENNIS A 13733 SOUTHEAST 272ND STREET KENT WA 98042 13,100.00
ML660 10266106957 PLETZ PHILIP P 2422 W MADISON ST PHOENIX AZ 85009 47,600.00
ML660 10266106968 AUGUSTUS JEFFERY 311 WEST 200 NORTH SMITHFIELD UT 84335 70,400.00
ML660 10266106974 JOHNSEN TODD C 4440 WEST 5900 NORTH BEAR RIVER CITY UT 84301 17,774.00
ML660 10266106978 MILLER KEVIN M 6356 WEST WILLIAMSBURG CIRCLE WEST VALLEY CITY UT 84120 11,968.00
ML660 10266106979 BINGHAM DAVID B 2457 WEST 4975 SOUTH ROY UT 84067 24,427.00
ML660 10266106982 MANCINI JAMES A 201 BRYANT AVENUE SPRINGFIELD NJ 07081 53,300.00
ML660 10266107015 WILLE NEAL H 214 SOUTH ROHLWING ROAD PALATINE IL 60067 52,400.00
</TABLE>
<TABLE>
<CAPTION>
Cut-off Date First Original Current Scheduled
Principal Payment Maturity Rem Date LTV Mortgage Payment
Sale ID Account Balance Date Date Term Due Ratio Rate Int & Prin
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ML660 10266084816 33,184.70 10/27/95 09/27/15 231.85 05/27/96 84.8 9.050 302.49
ML660 10266085083 99,840.98 11/13/95 10/13/15 232.37 06/13/96 85.0 11.450 1,070.69
ML660 10266098645 34,426.00 05/01/96 04/01/11 178.00 06/01/96 85.0 13.190 385.94
ML660 10266098955 49,458.35 04/01/96 03/01/11 177.00 07/01/96 76.2 9.900 435.10
ML660 10266099257 20,900.00 04/12/96 03/12/11 177.34 05/12/96 78.9 14.900 291.08
ML660 10266099939 124,780.00 05/01/96 04/01/11 178.00 06/01/96 85.0 9.990 1,094.11
ML660 10266100124 134,232.69 03/14/96 02/14/11 176.45 06/14/96 70.0 12.250 1,408.37
ML660 10266100325 25,000.00 04/26/96 03/26/11 177.80 05/26/96 75.8 11.900 298.44
ML660 10266101371 108,800.00 04/04/96 03/04/11 177.07 06/04/96 80.0 11.000 1,036.13
ML660 10266101504 235,000.00 05/01/96 04/01/26 358.00 06/01/96 67.1 12.650 2,535.44
ML660 10266101687 33,116.36 04/08/96 03/08/11 177.21 08/08/96 79.9 14.040 415.81
ML660 10266102261 59,856.70 05/15/96 04/15/11 178.45 06/15/96 60.5 10.700 670.70
ML660 10266102293 22,956.48 05/15/96 04/15/11 178.45 07/15/96 80.1 13.100 297.61
ML660 10266102374 34,755.19 03/23/96 02/23/11 176.75 06/23/96 43.7 11.200 402.22
ML660 10266102830 44,997.44 05/19/96 04/19/26 358.59 06/19/96 52.9 12.500 480.27
ML660 10266102908 55,078.16 04/01/96 03/01/11 177.00 06/01/96 80.0 9.100 563.16
ML660 10266102997 67,624.45 03/05/96 02/05/11 176.15 06/05/96 77.2 10.600 627.11
ML660 10266103023 48,800.00 05/05/96 04/05/16 238.13 06/05/96 84.7 11.750 528.85
ML660 10266103060 65,000.00 05/02/96 04/02/11 178.03 05/02/96 79.2 13.300 734.30
ML660 10266103524 172,429.08 05/09/96 04/09/11 178.26 06/09/96 80.2 12.250 1,807.62
ML660 10266104043 38,876.23 04/08/96 03/08/11 177.21 06/08/96 85.8 12.350 475.90
ML660 10266104323 17,055.30 04/19/96 03/19/11 177.57 06/19/96 89.8 12.100 177.21
ML660 10266104387 98,981.12 04/13/96 03/13/11 177.37 06/13/96 79.3 13.700 1,151.88
ML660 10266104426 11,492.19 05/16/96 04/16/11 178.49 06/16/96 77.2 9.900 122.88
ML660 10266104526 144,443.83 04/20/96 03/20/11 177.60 06/20/96 85.0 12.750 1,570.27
ML660 10266104726 67,900.00 05/15/96 04/15/11 178.45 06/15/96 70.0 10.200 605.93
ML660 10266104740 200,000.00 04/22/96 03/22/11 177.67 06/22/96 73.8 11.190 1,933.42
ML660 10266104888 42,075.53 05/19/96 04/19/11 178.59 06/19/96 90.0 11.000 402.83
ML660 10266105123 24,725.04 04/12/96 03/12/11 177.34 07/12/96 78.5 9.850 266.36
ML660 10266105153 12,690.09 04/20/96 03/20/11 177.60 06/20/96 89.6 12.100 131.61
ML660 10266105361 150,236.01 05/17/96 04/17/26 358.52 06/17/96 80.0 12.990 1,662.55
ML660 10266105406 67,500.00 05/15/96 04/15/26 358.45 06/15/96 90.0 10.650 625.03
ML660 10266105442 60,500.00 05/10/96 04/10/16 238.29 06/10/96 89.3 11.600 649.36
ML660 10266105496 71,940.03 05/04/96 04/04/11 178.09 06/04/96 90.0 10.000 631.85
ML660 10266105530 29,946.70 05/16/96 04/16/11 178.49 06/16/96 82.7 12.200 363.92
ML660 10266105565 51,649.12 05/05/96 04/05/11 178.13 07/05/96 80.0 9.900 555.62
ML660 10266105706 26,720.21 05/18/96 04/18/11 178.55 06/18/96 89.9 12.100 322.77
ML660 10266105894 24,800.00 04/13/96 03/13/11 177.37 06/13/96 89.9 10.900 234.30
ML660 10266106001 51,354.00 05/15/96 04/15/16 238.45 06/15/96 72.9 12.200 572.63
ML660 10266106072 99,000.00 04/22/96 03/22/11 177.67 05/22/96 60.0 11.250 961.55
ML660 10266106130 27,000.00 04/26/96 03/26/11 177.80 05/26/96 84.9 12.940 340.55
ML660 10266106228 212,000.00 05/12/96 04/12/11 178.36 05/12/96 74.9 10.750 1,978.98
ML660 10266106249 29,700.00 05/08/96 04/08/11 178.22 06/08/96 84.9 13.050 329.70
ML660 10266106253 19,992.26 05/09/96 04/09/11 178.26 06/09/96 77.6 9.900 213.70
ML660 10266106301 64,909.99 05/12/96 04/12/11 178.36 06/12/96 50.0 10.850 611.65
ML660 10266106406 45,000.00 05/01/96 04/01/11 178.00 06/01/96 69.6 12.300 548.79
ML660 10266106469 43,177.00 05/03/96 04/03/26 358.06 06/03/96 90.0 10.400 391.94
ML660 10266106516 25,918.34 05/02/96 04/02/11 178.03 06/02/96 90.0 11.850 309.54
ML660 10266106556 36,359.21 04/12/96 03/12/11 177.34 06/12/96 89.3 12.350 445.09
ML660 10266106707 67,189.00 05/01/96 04/01/26 358.00 06/01/96 40.7 10.950 637.32
ML660 10266106731 75,000.00 05/04/96 04/04/11 178.09 06/04/96 80.0 12.750 815.02
ML660 10266106812 37,074.81 04/05/96 03/05/11 177.11 06/05/96 89.8 12.350 454.29
ML660 10266106813 11,216.68 04/05/96 03/05/11 177.11 06/05/96 09.7 10.600 125.11
ML660 10266106816 58,000.00 04/21/96 03/21/16 237.63 05/21/96 75.0 12.700 667.16
ML660 10266106865 13,095.48 05/15/96 04/15/11 178.45 06/15/96 84.5 11.650 131.23
ML660 10266106957 47,600.00 05/12/96 04/12/11 178.36 06/12/96 70.0 11.600 475.01
ML660 10266106968 70,400.00 05/15/96 04/15/11 178.45 05/15/96 80.0 12.750 765.03
ML660 10266106974 17,774.00 05/02/96 04/02/11 178.03 06/02/96 65.7 13.750 233.73
ML660 10266106978 11,959.96 04/08/96 03/08/11 177.21 06/08/96 72.4 14.600 164.24
ML660 10266106979 24,427.00 05/01/96 04/01/11 178.00 06/01/96 84.0 12.940 308.10
ML660 10266106982 53,183.00 05/01/96 04/01/11 178.00 06/01/96 79.7 11.690 629.10
ML660 10266107015 52,339.18 05/22/96 04/22/16 238.68 06/22/96 79.9 10.000 505.67
</TABLE>
<PAGE>
Page 12
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule
A division of Superior Bank FSB 1996-2 Class 1 - Initial Pool of Fixed Rate Mortgages - Settlement 6/19/96
Principal
Zip Balance at
Sale ID Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ML660 10266107080 RAY ROBERT JOSEPH 9570 SARATOGA DRIVE PITTSBURGH PA 15237 53,200.00
ML660 10266107173 NEEL JEFFREY L 9505 PAMPLONA ROAD COLUMBIA MD 21045 135,000.00
ML660 10266107188 WOOTON STELLA M 614 EDGEWOOD AVENUE HENDERSONVILLE NC 28792 48,000.00
ML660 10266107206 SLOBODA JOSEPH A 1 CEDAR SWAMP ROAD JERICHO NY 11753 236,000.00
ML660 10266107360 RAMIREZ RUBEN 3800 W MARS STREET TUCSON AZ 85741 87,000.00
ML660 10266107428 MORANT LORNA 14371 PARK AVENUE FORT MYERS FL 33905 128,000.00
ML660 10266107494 MUELLER LANCE E 210 BURRELL BOULEVARD ALLENTOWN PA 18104 133,650.00
ML660 10266107545 COVINGTON MICHELLE REESE 404 WEST 6TH AVENUE ROSELLE NJ 07203 72,000.00
ML660 10266107553 OTTO THOMAS 1 LANE H HUNTINGTON NY 11743 72,000.00
ML660 10266107610 WEBSTER EDDIE M 6031 HOYT STREET ARVADA CO 80004 17,100.00
ML660 10266107611 VALDEZ RICHARD J 2298 S MEADE ST DENVER CO 80219 32,650.00
ML660 10266107634 PECK RICHARD A 231 BUSHWICK AVENUE MERRICK NY 11566 72,000.00
ML660 10266107679 EMERICK BRIAN R 5 FIRST STREET PORT JERVIS NY 12771 47,400.00
ML660 10266107712 MAXSON RUTH 17500 EAST BROWN CIRCLE AURORA CO 80013 21,740.00
ML660 10266107723 MAFFUCCI DEBORAH ANN 31 GALLOWS HILL ROAD REDDING CT 06875 67,000.00
ML660 10266107821 HANSEN AUGUST W 4645 LILAC AVENUE GLENVIEW IL 60025 27,000.00
ML660 10266107847 BORSCHEL CHARLES E 4972 SOUTH TUSCAN DRIVE SALT LAKE CITY UT 84118 21,597.00
ML660 10266107880 SMITH EARVA 7208/7214 ELDER CREEK ROAD SACRAMENTO CA 95824 222,000.00
ML660 10266107911 STEEVES RONNIE O 260 STEELE ROAD NEW HARTFORD CT 06057 18,800.00
ML660 10266107914 CREAMER JODY L 2330 15TH AVENUE ALTOONA PA 16601 91,800.00
ML660 10266107928 LILIENTHAL MARVIN 1281 TULIP LANE WANTAGH NY 11793 64,000.00
ML660 10266108046 MARDER RANDALL 33578 BLUEJAY COURT ELIZABETH CO 80107 43,400.00
ML660 10266108064 MARCZAK ROBERT US ROUTE 20 RD 1 BOX 10 SHARON SPRINGS NY 13459 14,750.00
ML660 10266108118 HUGHES SHAWN E 1323 WEST MORNING SUN DRIVE MURRAY UT 84123 12,500.00
ML660 10266108160 HIMSCHOOT FRED V 599 SODA CREEK ROAD IDAHO SPRINGS CO 80452 222,150.00
ML660 10266108166 CROWLEY MARGARET 560 SHORE DRIVE OAKDALE NY 11769 265,200.00
ML660 10266108182 CLARK WILLIAM M 961 19TH AVENUE SOUTH ST PETERSBURG FL 33705 37,800.00
ML660 10266108183 GAGLIARDO FRANK 46 GROUSE DRIVE BRENTWOOD NY 11717 37,000.00
ML660 10266108184 MOTSCHIEDLER WILLIAM J JR 426 TALBOTT AVENUE LUTHERVILLE MD 21093 43,500.00
ML660 10266108188 WEAVER JON S 212 NEVADA STREET NEVADA CITY CA 95959 32,400.00
ML660 10266108190 LODHIA KUMAN L 103 RAVENSWOOD WAY SOUTH SAN FRANCISCO CA 94080 145,000.00
ML660 10266108220 TILLMAN SHIRLEY A 1632 MAIN STREET SECURITY CO 80911 22,400.00
ML660 10266108277 BARNES JACK R 5912 S KLINE STREET LITTLETON CO 80127 28,500.00
ML660 10266108327 KRUKOVSKY CHARLES ANTHONY 4511 WEST KRISTAL WAY GLENDALE AZ 85308 11,000.00
ML660 10266108355 JORGENSON ROBERT PAUL 3120 N 67TH LANE PHOENIX AZ 85031 15,275.00
ML660 10266108390 TANDY RICHARD L 5882 COBALT LOOP SE SALEM OR 97306 69,700.00
ML660 10266108475 DAUB SAMUEL L RD #1 BOX 1490A JONESTOWN PA 17038 60,500.00
ML660 10266108544 ROBERTS WILLIAM L 110 DIAMOND E RD FOUNTAIN CO 80817 36,500.00
ML660 10266108546 OLIN JERRY O 11956 EAST 119TH PLACE NORTHGLENN CO 80233 82,400.00
ML660 10266108550 MCDERMOTT GREGORY B 515 MAIN STREET MONROE CT 06468 26,000.00
ML660 10266108552 PARKS ALAN S 11 SAXON ROAD NORWALK CT 06855 30,500.00
ML660 10266108556 BODENSTAB HARRY W 4591 WEST 5500 SOUTH SALT LAKE CITY UT 84118 32,900.00
ML660 10266108562 JURGENS ROBERT R L 3250 WEST GILL PLACE DENVER CO 80219 45,000.00
ML660 10266108573 COCHRANE NANCY M 7555 SW LARA STREET PORTLAND OR 97223 34,800.00
ML660 10266108661 ROVISO ANGELO M 2648 MAPLE FRANKLIN PK IL 60131 27,400.00
ML660 10266108774 COOPER EDWIN S 6 CORTEZ LANE KINGS PARK NY 11754 50,000.00
ML660 10266108792 ALEXANDER RICKY 145-01 232ND STREET ROSEDALE NY 11413 96,300.00
ML660 10266108819 DUFFY RICKY H 1225 SOUTH TENNYSON STREET DENVER CO 80219 53,000.00
ML660 10266108826 GIBSON WILLIAM STANLEY JR 5507 FERNPARK AVENUE BALTIMORE MD 21207 20,000.00
ML660 10266108846 RINALDI ELIZABETH A 39 EAST DOVER STREET WATERBURY CT 06706 63,000.00
ML660 10266108849 TEIXEIRA JOSE E 30 PANDORA DRIVE BRENTWOOD NY 11717 102,000.00
ML660 10266108873 PAVLOVIC VITOMIR 55 STACKYARD DRIVE MASTIC BEACH NY 11951 49,000.00
ML660 10266108968 FALCONE JOSEPH 4095 MAYWOOD DRIVE SEAFORD NY 11783 41,800.00
ML660 10266108987 NAPOLITANO LOUIS 109-17 96TH STREET OZONE PARK NY 11417 25,900.00
ML660 10266109031 WOLFORD CYNTHIA ANN 8042 TOLEDO DRIVE FORT MYERS FL 33912 72,000.00
ML660 10266109034 PICKENS EDNA E 5610 WEST 103RD AVENUE BROOMFIELD CO 80020 100,000.00
ML660 10266109056 DENBOSKE ROBERT M 18045 MARTINGALE ROAD MONUMENT CO 80132 110,600.00
ML660 10266109060 JUBECK MADELON RR 1 BOX 137A FREDERICKTOWN PA 15333 67,000.00
ML660 10266109187 ROBINSON LOU ANN 1106 WEST DIXIE STREET PLANT CITY FL 33566 10,000.00
ML660 10266109213 BUTLER JAREN 351 EAST 200 SOUTH PAYSON UT 84651 15,913.00
ML660 10266109214 SHORT DAVID L 3058 QUINCY AVENUE OGDEN UT 84403 17,000.00
ML660 10266109370 PISANO JOSEPH 2 MILDRED COURT NESCONSET NY 11767 33,354.00
</TABLE>
<TABLE>
<CAPTION>
Cut-off Date First Original Current Scheduled
Principal Payment Maturity Rem Date LTV Mortgage Payment
Sale ID Account Balance Date Date Term Due Ratio Rate Int & Prin
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ML660 10266107080 53,200.00 05/03/96 04/03/11 178.06 06/03/96 89.9 10.900 502.62
ML660 10266107173 134,813.72 05/09/96 04/09/11 178.26 06/09/96 80.3 10.200 1,204.72
ML660 10266107188 47,848.49 05/22/96 04/22/11 178.68 06/22/96 80.0 9.500 501.23
ML660 10266107206 236,000.00 05/11/96 04/11/11 178.32 06/11/96 80.0 10.390 2,139.40
ML660 10266107360 86,950.90 05/03/96 04/03/11 178.06 06/03/96 89.6 10.000 763.49
ML660 10266107428 127,948.81 05/01/96 04/01/26 358.00 06/01/96 77.1 12.500 1,366.09
ML660 10266107494 133,621.13 05/08/96 04/08/26 358.22 06/08/96 90.0 10.650 1,237.56
ML660 10266107545 72,000.00 05/11/96 04/11/11 178.32 06/11/96 80.0 8.990 578.81
ML660 10266107553 72,000.00 05/16/96 04/16/16 238.49 06/16/96 74.9 11.100 748.08
ML660 10266107610 17,100.00 05/10/96 04/10/11 178.29 06/10/96 90.0 11.150 164.79
ML660 10266107611 32,650.00 05/12/96 04/12/11 178.36 06/12/96 89.9 11.150 314.64
ML660 10266107634 71,729.41 04/27/96 03/27/11 177.83 06/27/96 63.2 10.990 817.90
ML660 10266107679 47,350.81 04/28/96 03/28/16 237.86 06/28/96 59.2 12.990 554.99
ML660 10266107712 21,740.00 05/15/96 04/15/16 238.45 06/15/96 80.0 13.750 266.40
ML660 10266107723 67,000.00 04/25/96 03/25/11 177.76 05/25/96 47.6 9.400 558.49
ML660 10266107821 26,983.54 05/22/96 04/22/11 178.68 06/22/96 46.2 10.750 302.66
ML660 10266107847 21,468.04 04/12/96 03/12/11 177.34 06/12/96 89.8 11.940 258.37
ML660 10266107880 222,000.00 05/09/96 04/09/11 178.26 06/09/96 74.0 12.500 2,369.31
ML660 10266107911 18,800.00 05/04/96 04/04/11 178.09 06/04/96 89.6 10.740 175.35
ML660 10266107914 91,414.54 05/12/96 04/12/26 358.36 07/12/96 85.0 10.490 839.04
ML660 10266107928 63,618.74 04/21/96 03/21/11 177.63 06/21/96 83.9 11.990 657.82
ML660 10266108046 43,400.00 05/15/96 04/15/11 178.45 05/15/96 79.9 10.700 485.14
ML660 10266108064 14,750.00 05/22/96 04/22/11 178.68 05/22/96 84.7 11.990 176.93
ML660 10266108118 12,500.00 04/18/96 03/18/11 177.53 05/18/96 81.3 12.100 150.83
ML660 10266108160 222,150.00 05/12/96 04/12/11 178.36 06/12/96 64.4 10.800 2,082.08
ML660 10266108166 265,200.00 05/03/96 04/03/26 358.06 06/03/96 85.0 11.400 2,606.04
ML660 10266108182 37,800.00 05/22/96 04/22/11 178.68 06/22/96 70.0 8.990 303.88
ML660 10266108183 36,773.84 04/20/96 03/20/11 177.60 06/20/96 84.6 11.990 380.30
ML660 10266108184 43,021.71 12/28/95 11/28/10 173.88 06/28/96 84.9 13.250 557.56
ML660 10266108188 32,400.00 05/08/96 04/08/11 178.22 06/08/96 89.9 12.000 333.27
ML660 10266108190 144,886.11 05/08/96 04/08/11 178.22 06/08/96 64.4 10.950 1,375.39
ML660 10266108220 22,400.00 05/17/96 04/17/11 178.52 06/17/96 77.0 13.250 252.17
ML660 10266108277 27,990.16 05/15/96 04/15/11 178.45 07/15/96 56.0 12.000 342.05
ML660 10266108327 10,964.66 05/17/96 04/17/11 178.52 06/17/96 89.6 11.150 126.06
ML660 10266108355 15,253.72 05/10/96 04/10/11 178.29 06/10/96 65.0 8.990 122.80
ML660 10266108390 69,700.00 05/17/96 04/17/16 238.52 06/17/96 89.8 10.740 707.14
ML660 10266108475 60,265.75 05/15/96 04/15/06 118.45 06/15/96 71.1 9.400 779.55
ML660 10266108544 36,500.00 05/17/96 04/17/26 358.52 06/17/96 38.0 9.900 317.62
ML660 10266108546 82,400.00 05/10/96 04/10/26 358.29 06/10/96 80.0 11.200 797.19
ML660 10266108550 25,968.65 05/16/96 04/16/11 178.49 06/16/96 82.7 10.750 291.45
ML660 10266108552 30,500.00 05/16/96 04/16/11 178.49 06/16/96 89.9 12.350 321.97
ML660 10266108556 32,459.66 04/20/96 03/20/11 177.60 07/20/96 88.9 12.350 402.29
ML660 10266108562 44,901.54 05/10/96 04/10/11 178.29 06/10/96 54.8 11.750 532.86
ML660 10266108573 34,657.00 05/09/96 04/09/11 178.26 06/09/96 79.9 10.700 389.01
ML660 10266108661 27,390.56 05/23/96 04/23/11 178.72 06/23/96 84.9 10.000 294.44
ML660 10266108774 49,759.59 05/16/96 04/16/16 238.49 06/16/96 84.9 9.750 474.26
ML660 10266108792 96,300.00 05/18/96 04/18/11 178.55 06/18/96 90.0 10.900 909.82
ML660 10266108819 52,976.81 05/10/96 04/10/11 178.29 06/10/96 74.6 11.750 534.99
ML660 10266108826 20,000.00 05/11/96 04/11/11 178.32 05/11/96 87.6 11.000 227.32
ML660 10266108846 62,937.36 05/19/96 04/19/26 358.59 06/19/96 90.0 11.950 645.60
ML660 10266108849 102,000.00 05/09/96 04/09/11 178.26 06/09/96 85.0 12.700 1,104.46
ML660 10266108873 48,911.24 05/18/96 04/18/11 178.55 06/18/96 65.3 9.650 516.11
ML660 10266108968 41,800.00 04/19/96 03/19/11 177.57 05/19/96 79.8 12.990 462.07
ML660 10266108987 25,896.61 05/16/96 04/16/11 178.49 06/16/96 89.9 11.650 259.45
ML660 10266109031 71,822.49 05/22/96 04/22/16 238.68 06/22/96 77.4 10.450 716.42
ML660 10266109034 100,000.00 05/15/96 04/15/26 358.45 06/15/96 80.0 13.250 1,125.77
ML660 10266109056 110,600.00 05/15/96 04/15/11 178.45 06/15/96 61.4 9.990 969.78
ML660 10266109060 67,000.00 05/10/96 04/10/16 238.29 06/10/96 75.2 10.450 666.67
ML660 10266109187 10,000.00 05/22/96 04/22/11 178.68 06/22/96 84.9 12.250 121.63
ML660 10266109213 15,892.49 04/22/96 03/22/11 177.67 06/22/96 79.8 14.850 221.08
ML660 10266109214 16,980.66 04/22/96 03/22/11 177.67 06/22/96 89.8 12.350 207.87
ML660 10266109370 33,239.44 05/17/96 04/17/11 178.52 06/17/96 89.9 12.350 407.84
</TABLE>
<PAGE>
Page 13
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule
A division of Superior Bank FSB 1996-2 Class 1 - Initial Pool of Fixed Rate Mortgages - Settlement 6/19/96
Principal
Zip Balance at
Sale ID Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ML660 10266109392 APARICIO RAMON H 328 WASHINGTON STREET HEMPSTEAD NY 11550 71,400.00
ML660 10266109393 THOMPSON ROBERT M II 65 NORTH KING STREET LAYTON UT 84041 47,899.00
ML660 10266109396 HATCH BRYAN 1146 WEST 1640 NORTH CLINTON UT 84015 17,500.00
ML660 10266109417 CARTER KENDALL C 3672 WEST VALLEY WEST DRIVE WEST JORDAN UT 84088 20,000.00
ML660 10266109419 FIFE JAMES RUFUS JR 4815 HUGH HOWELL ROAD STONE MOUNTAIN GA 30087 50,000.00
ML660 10266109435 EGEE ROBERT 123 HIGH STREET DUBLIN PA 18917 15,000.00
ML660 10266109454 SANCHEZ THOMAS 9110 CEDAR COURT THORNTON CO 80229 68,850.00
ML660 10266109486 LOVELESS LEON E 64 FERRY STREET LAMBERTVILLE NJ 08530 85,244.00
ML660 10266109607 COSGROVE ANTHONY WAYNE 135 DORCHESTER ROAD GLEN BURNIE MD 21060 97,080.00
ML660 10266109610 GAUDIOSI ARMAND 1744 HANNINGTON AVENUE WANTAGH NY 11793 65,500.00
ML660 10266109631 WATSON MICHAEL A 4057 SOUTH 4520 WEST WEST VALLEY CITY UT 84120 12,000.00
ML660 10266109636 BRIDGE JOHN 4209 WEST BEN ARMINE CIRCLE SOUTH JORDAN UT 84095 39,303.00
ML660 10266109789 SIANO AMEDEO 433 WEST BROADWAY MONTICELLO NY 12701 50,150.00
ML660 10266109848 WILLIAMS DAVID W 3214 SOUTH 4300 WEST WEST VALLEY CITY UT 84120 33,500.00
ML660 10266109862 CAKIRYAN HOVAGIM 54-20 252ND STREET LITTLE NECK NY 11362 66,900.00
ML660 10266109864 COOK ERNEST WAYNE 11750 SUTTON STREET PETALUMA CA 94952 80,300.00
ML660 10266109904 JEFFERYS ELIZABETH ANN 8451 NORTH 34TH AVENUE PHOENIX AZ 85051 24,000.00
ML660 10266110004 BLINDER HYE KYONG KANG 5224 NORTHWEST 94 DORAL PLACE MIAMI FL 33178 120,000.00
ML660 10266110102 VARGAS ROGELIO 405 ROSEWOOD DRIVE FOUNTAIN CO 80817 63,000.00
ML660 10266110109 MITCHELL H LYNN 266 SOUTH 200 EAST ST GEORGE UT 84770 64,400.00
ML660 10266110111 LIKERMAN CHARLES 151 E GREGORY ST #1 TELLURIDE CO 81435 45,000.00
ML660 10266110208 CHIARAMONTE SAL F 3531 ERMINE PATH PALM HARBOR FL 34684 15,000.00
ML660 10266110231 JARAMILLO KENNETH W 5135 HUNTERS RUN TRAIL COLORADO SPRINGS CO 80911 23,000.00
ML660 10266110301 KUHLMAN STEPHEN E 5755 EAST WELLS FARGO DRIVE COLORADO SPRINGS CO 80918 73,500.00
ML660 10266110317 LUGO-LUNA ANGEL LUIS 1060 EAST WHEAT ROAD VINELAND NJ 08360 79,600.00
ML660 10266110425 SUBJECK KURT A 6120 DUBLIN DRIVE NEW PORT RICHEY FL 34653 26,000.00
ML660 10266110451 PARKER KENNETH JOHN 224 OSBORNE AVENUE BALTIMORE MD 21228 121,423.00
ML660 10266110607 OLSEN ERIC C 93 EAST 400 NORTH FARMINGTON UT 84025 16,868.00
ML660 10266110642 PORTER ROBERT S 3443 E MISSION LANE PHOENIX AZ 85028 35,500.00
ML660 10266110720 FAUSETT RAY R 593 NORTH 980 WEST OREM UT 84057 14,948.00
ML660 10266110826 HUMPHREY KEVIN T 52 LAKE GEORGE ROAD BROOKFIELD CT 06804 37,700.00
ML660 10266110901 TURNER TIMOTHY A 9175 SOUTH LITTLE CREEK DRIVE WEST JORDAN UT 84088 22,957.00
ML660 10266110974 KEENAN ROBERT J T SR 1518 EAST 59TH STREET BROOKLYN NY 11234 89,500.00
ML660 10266110978 TOPE K WAYNE 6005 38TH AVENUE EAST BRADENTON FL 34208 194,565.00
ML660 10266110995 SALAZAR GREGORY D 9883 INDEPENDENCE STREET WESTMINSTER CO 80021 107,200.00
ML660 10266111074 MARCINIAK REBECCA A 14517 MISSION AVENUE CLEVELAND OH 44135 37,000.00
ML660 10266111088 DEPASQUALE JAMES 1 FILLOW STREET NORWALK CT 06850 22,400.00
ML660 10266111093 RUTHERFORD ALAN D 163 RIVERWOOD DRIVE OSWEGO IL 60543 35,400.00
ML660 10266111179 BAKER SHERRIE L 2826 WEST SWEET BASIL NORTH SALT LAKE CITY UT 84118 36,900.00
ML660 10266111373 MINASIAN RICHARD C JR 275 GATE ROAD #209 HOLLYWOOD FL 33024 35,000.00
ML660 10266111374 BROOKS GERALDINE M 104 ELEANOR AVENUE MASTIC NY 11950 43,000.00
ML660 10266111400 JOBES WINFIELD A JR 4460 EUGENE WAY DENVER CO 80239 91,200.00
ML660 10266111410 AFFLERBACH PAUL D JR 19 CONGRESS COURT QUAKERTOWN PA 18951 51,500.00
ML660 10266111434 STAINBROOK GREGG L 1329 HALLOCK DRIVE ODENTON MD 21113 18,200.00
ML660 10266111512 COLLIGAN ANTHONY B 211 SEMINOLE AVENUE NORWOOD PA 19074 50,000.00
ML660 10266111520 GRANT RITA K 2522 WILLOW HURST CIRCLE NEW CASTLE PA 16101 68,700.00
ML660 10266111645 HANSEN JAMES C 464 HARPER ROAD PIERSON FL 32180 11,392.00
ML660 10266111650 SENOKOSSOFF SUSAN 2080 BRENDLA RD CLEARWATER FL 34615 22,900.00
ML660 10266111706 HOLMES MICHAEL H 3918 WEST LEICESTER BAY SOUTH JORDAN UT 84065 85,500.00
ML660 10266112137 CAMPBELL EULA 79 MACON STREET BROOKLYN NY 11216 32,000.00
ML660 10266112298 SMITH LARRY A 3630 GAINESBOROUGH ORION MI 48359 71,800.00
ML660 10266112517 SMITH BENNIE D 123 ALGONQUIN STREET PARK FOREST IL 60466 40,000.00
---------------------------------------- ------------------
176 Sale Total 10,531,778.00
</TABLE>
<TABLE>
<CAPTION>
Cut-off Date First Original Current Scheduled
Principal Payment Maturity Rem Date LTV Mortgage Payment
Sale ID Account Balance Date Date Term Due Ratio Rate Int & Prin
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ML660 10266109392 71,400.00 05/05/96 04/05/26 358.13 05/05/96 85.0 11.850 726.20
ML660 10266109393 47,622.40 04/27/96 03/27/11 177.83 06/27/96 90.0 12.350 585.70
ML660 10266109396 17,369.64 04/26/96 03/26/11 177.80 06/26/96 83.3 12.940 220.73
ML660 10266109417 19,978.19 05/08/96 04/08/11 178.22 06/08/96 90.0 11.400 196.53
ML660 10266109419 49,944.50 05/16/96 04/16/11 178.49 06/16/96 80.1 10.150 541.90
ML660 10266109435 14,919.51 02/24/96 01/24/11 175.76 06/24/96 89.5 12.450 184.39
ML660 10266109454 68,818.88 05/09/96 04/09/26 358.26 06/09/96 85.0 11.500 681.82
ML660 10266109486 85,244.00 05/03/96 04/03/26 358.06 06/03/96 88.7 10.650 789.34
ML660 10266109607 97,080.00 05/19/96 04/19/26 358.59 06/19/96 80.9 11.450 957.67
ML660 10266109610 65,500.00 05/19/96 04/19/11 178.59 06/19/96 79.8 12.950 722.00
ML660 10266109631 11,994.32 04/27/96 03/27/11 177.83 05/27/96 68.5 13.350 154.60
ML660 10266109636 38,726.61 04/27/96 03/27/11 177.83 07/27/96 89.8 12.100 474.23
ML660 10266109789 50,150.00 05/05/96 04/05/26 358.13 06/05/96 85.0 11.950 513.92
ML660 10266109848 33,440.13 05/17/96 04/17/11 178.52 06/17/96 66.7 9.750 354.89
ML660 10266109862 66,900.00 06/01/96 05/01/16 239.00 06/01/96 79.9 11.990 736.16
ML660 10266109864 80,213.18 05/09/96 04/09/11 178.26 06/09/96 79.9 11.450 792.14
ML660 10266109904 23,972.54 05/15/96 04/15/11 178.45 06/15/96 60.0 8.990 192.94
ML660 10266110004 120,000.00 05/19/96 04/19/11 178.59 06/19/96 84.6 12.200 1,455.68
ML660 10266110102 62,941.73 05/10/96 04/10/11 178.29 06/10/96 84.9 9.900 673.15
ML660 10266110109 64,381.54 05/12/96 04/12/11 178.36 06/12/96 70.0 9.990 564.68
ML660 10266110111 45,000.00 05/15/96 04/15/11 178.45 06/15/96 31.7 11.200 435.36
ML660 10266110208 14,962.94 05/22/96 04/22/11 178.68 06/22/96 74.8 12.000 180.03
ML660 10266110231 22,980.38 05/10/96 04/10/11 178.29 06/10/96 76.7 13.250 294.80
ML660 10266110301 73,500.00 05/10/96 04/10/11 178.29 06/10/96 40.8 8.990 745.05
ML660 10266110317 79,407.12 05/12/96 04/12/26 358.36 06/12/96 80.0 12.100 824.91
ML660 10266110425 25,945.16 05/22/96 04/22/16 238.68 06/22/96 65.0 13.300 310.18
ML660 10266110451 121,247.18 05/17/96 04/17/11 178.52 06/17/96 84.9 9.250 998.92
ML660 10266110607 16,866.99 05/02/96 04/02/11 178.03 06/02/96 79.4 14.850 234.35
ML660 10266110642 35,500.00 05/12/96 04/12/11 178.36 05/12/96 83.6 10.150 315.48
ML660 10266110720 14,926.82 05/03/96 04/03/11 178.06 06/03/96 56.6 11.100 170.84
ML660 10266110826 37,700.00 05/23/96 04/23/11 178.72 05/23/96 78.7 10.600 419.08
ML660 10266110901 22,957.00 05/03/96 04/03/11 178.06 06/03/96 79.6 12.940 289.56
ML660 10266110974 89,263.24 05/18/96 04/18/11 178.55 06/18/96 89.6 10.900 845.57
ML660 10266110978 192,795.57 05/19/96 04/19/11 178.59 06/19/96 82.7 11.700 1,956.51
ML660 10266110995 107,200.00 05/17/96 04/17/11 178.52 06/17/96 80.0 10.250 960.62
ML660 10266111074 36,912.16 05/22/96 04/22/11 178.68 06/22/96 60.1 9.500 311.12
ML660 10266111088 22,400.00 05/19/96 04/19/11 178.59 06/19/96 84.9 11.750 226.11
ML660 10266111093 35,400.00 05/25/96 04/25/11 178.78 05/25/96 89.9 10.500 391.31
ML660 10266111179 36,900.00 05/04/96 04/04/11 178.09 06/04/96 89.5 12.350 451.20
ML660 10266111373 34,832.05 05/03/96 04/03/26 358.06 07/03/96 68.6 10.490 319.90
ML660 10266111374 42,906.66 04/06/96 03/06/16 237.14 06/06/96 59.7 12.000 473.47
ML660 10266111400 91,200.00 05/17/96 04/17/26 358.52 06/17/96 80.0 13.250 1,026.71
ML660 10266111410 51,500.00 05/17/96 04/17/16 238.52 06/17/96 87.6 10.990 531.23
ML660 10266111434 18,196.61 05/23/96 04/23/11 178.72 06/23/96 85.8 11.990 218.31
ML660 10266111512 49,956.45 05/22/96 04/22/11 178.68 06/22/96 54.0 9.400 416.78
ML660 10266111520 68,700.00 05/22/96 04/22/26 358.68 06/22/96 85.8 11.500 680.33
ML660 10266111645 11,392.00 04/19/96 03/19/11 177.57 05/19/96 85.0 10.700 127.34
ML660 10266111650 22,900.00 05/19/96 04/19/08 142.59 06/19/96 82.7 10.990 286.93
ML660 10266111706 85,500.00 05/22/96 04/22/11 178.68 05/22/96 74.8 10.150 759.82
ML660 10266112137 31,914.48 05/24/96 04/24/11 178.75 06/24/96 84.7 10.750 358.70
ML660 10266112298 71,800.00 05/24/96 04/24/11 178.75 05/24/96 84.9 11.500 711.03
ML660 10266112517 40,000.00 05/23/96 04/23/16 238.72 06/23/96 63.4 11.250 419.70
------------- ------------ ----------------------------------------
10,515,286.05 220.42 77.4 11.355 108,115.10
</TABLE>
<PAGE>
Page 14
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule
A division of Superior Bank FSB 1996-2 Class 1 - Initial Pool of Fixed Rate Mortgages - Settlement 6/19/96
Principal
Zip Balance at
Sale ID Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ML661 10266077568 JEFFREY ROBERT 895 SCEPTER COURT NE SALEM OR 97301 38,500.00
ML661 10266083883 MAYFIELD DEBBIE S 6140 MAYFIELD LANE CUMMING GA 30131 55,000.00
ML661 10266092165 MIHALOPOULOS ELEFTHERIA 143-05 21ST ROAD WHITESTONE NY 11370 22,200.00
ML661 10266094462 BIANCO AUGUST L 42 CUMMINGS AVENUE WHITE PLAINS NY 10604 30,000.00
ML661 10266094633 NAQVI GULZAR 90-36 185TH STREET HOLLIS NY 11423 170,000.00
ML661 10266095036 ACCURSO DOMINICK 35 LAKEVIEW ROAD NORTH SALEM NY 10509 40,000.00
ML661 10266097306 REID PETER 838 EAST 223RD STREET BRONX NY 10466 81,000.00
ML661 10266099135 FRANKEL MORTON E 208 FAWN HILL ROAD BROOMALL PA 19008 26,750.00
ML661 10266101428 LEAAETOA FALA 685 SOUTH 1200 WEST SALT LAKE CITY UT 84104 25,284.00
ML661 10266101449 AARON JENNIFER 7863 CHASE WOODS DRIVE JONESBORO GA 30236 72,250.00
ML661 10266101624 MATHIE LAVERE 1352 EAST 1000 NORTH LAYTON UT 84040 34,800.00
ML661 10266102246 REHBAUM CAROL L 317 WASHINGTON AVENUE ALBANY NY 12206 76,500.00
ML661 10266102450 WARDELL MARSHA A 4231 WEST 1500 NORTH PLAIN CITY UT 84404 61,300.00
ML661 10266103174 MENESES ESTHER M 1410 76TH STREET NORTH BERGEN NJ 07047 76,700.00
ML661 10266103203 ALOIS THOMAS A 17 TRACY AVENUE TOTOWA NJ 07512 220,000.00
ML661 10266103384 MIHALAKIS CHRISTOS 17 BLEECKER STREET JERSEY CITY NJ 07307 90,000.00
ML661 10266103893 REYNOLDS GEORGE JR 8319 S STATE CHICAGO IL 60619 56,000.00
ML661 10266104471 DOYLE STEVEN P 104 TRIM LANE MANAHAWKIN NJ 08050 16,000.00
ML661 10266104794 DALEY R BRANDT 861 SOUTH VALLEY VIEW DRIVE FRUIT HEIGHTS UT 84037 56,500.00
ML661 10266104801 PITCHER SHANNEN L 105 NORTH MAIN CENTERFIELD UT 84622 39,100.00
ML661 10266104806 YAHR JAMES D 402 E BLODGETT CARLSBAD NM 88220 41,050.00
ML661 10266104940 CLARK ANDREW BLAKE 5771 SOUTH 3975 WEST ROY UT 84067 18,500.00
ML661 10266104975 CARTER CRAIG T 6830 35TH AVENUE NE SEATTLE WA 98115 31,950.00
ML661 10266105031 DOWNS DUDLEY JR 1733 EAST 36TH STREET BROOKLYN NY 11234 33,640.00
ML661 10266105141 ALDER VALERIE C 4510 SOUTH MADISON AVENUE SOUTH OGDEN UT 84403 12,800.00
ML661 10266105172 BECK RAMONA K 536 CHARLES COURT GLENDALE HEIGHTS IL 60139 36,900.00
ML661 10266105194 MONTELEONE ANNAMARIE 81 CLAYTON AVENUE TRENTON NJ 08619 92,000.00
ML661 10266105308 SCHELL DONALD B 6019 WEST NANCY ROAD GLENDALE AZ 85306 16,000.00
ML661 10266105373 BROWN ROSLYN 410 42ND STREET COPIAGUE NY 11726 91,800.00
ML661 10266105385 REYNOLDS TOMMIE LEE 15665 SOFTWOOD ROAD ELBERT CO 80106 76,000.00
ML661 10266105529 HANNON HYMAN MELTZER 6848 SOUTH ROSLYN CIRCLE ENGLEWOOD CO 80112 33,000.00
ML661 10266105633 BOOTH JAMES M 2801 N 30TH STREET PHOENIX AZ 85008 11,285.00
ML661 10266105963 ALLEN RUSSELL J 11676 SOUTH 1185 WEST SOUTH JORDAN UT 84095 49,000.00
ML661 10266106003 CORNEJO MANUEL 27 DUNSMERE AVENUE PUEBLO CO 81004 18,600.00
ML661 10266106014 DORAN TIMOTHY 42 EAST GREEN ROAD HAMPTONBURGH NY 12575 13,550.00
ML661 10266106127 BERGAMO TERRY S 1640 PLUM ROAD NE RIO RANCHO NM 87124 17,400.00
ML661 10266106136 RICE DALE L 3778 WEST 5800 SOUTH ROY UT 84067 19,575.00
ML661 10266106258 CROWE JANET R 111 S GAYLIN CT BENSENVILLE IL 60106 25,100.00
ML661 10266106288 BURK GREGORY J 1931 WEST HILL STREET KAYSVILLE UT 84037 32,900.00
ML661 10266106372 PADILLA PAUL C 124 FIG COURT LAS VEGAS NV 89128 29,000.00
ML661 10266106455 KONZ CAROLYN M 107 STANFORD STREET MORIARTY NM 87035 90,500.00
ML661 10266106519 SCARPONETTI SILVIO 1727 HOLLAND AVENUE BRONX NY 10462 70,000.00
ML661 10266106667 JEFFERSON CATHERINE 1930 SOUTH AVERS AVENUE CHICAGO IL 60623 47,000.00
ML661 10266106767 KOIVISTO RONALD B 1949 SW 25TH STREET GRESHAM OR 97080 65,300.00
ML661 10266106964 MASKIELL JAMES M 6633 FIELDING CIRCLE COLORADO SPRINGS CO 80911 72,600.00
ML661 10266107033 BARRETT LAURENCE H 102 NORTH ARLINGTON STREET AKRON OH 44305 36,000.00
ML661 10266107148 KRAUS STEVEN 85 AIKEN ROAD TRUMANSBURG NY 14886 35,000.00
ML661 10266107154 SLAUGHTER PHILLIP R 3804 BUCHANAN ROAD MCHENRY IL 60050 23,000.00
ML661 10266107165 GRIER JOHN W III 10 EAST HIGH STREET LEBANON PA 17042 72,000.00
ML661 10266107172 ARNETT KAREN 11-09 30TH DRIVE LONG ISLAND CITY NY 11102 36,360.00
ML661 10266107231 PERON MONIQUE 89-20 70TH ROAD FOREST HILLS NY 11375 172,000.00
ML661 10266107279 DACHS LAUREN A 19926 SOUTH SUMMERSET LANE PARKER CO 80134 10,500.00
ML661 10266107362 SEWILL ROBERT A 19697 E DARTMOUTH AVE AURORA CO 80013 23,000.00
ML661 10266107388 MILLER TERRY L 6062 SOUTH ARIES DRIVE SALT LAKE CITY UT 84118 41,300.00
ML661 10266107483 HAACKE WARREN 185 HARVARD STREET HEMPSTEAD NY 11550 77,000.00
ML661 10266107503 SWIECH ROBERT J 4018 N BERNARD CHICAGO IL 60618 74,000.00
ML661 10266107535 VASS ROGER W 5813 DODOWAH ROAD TAHOE CITY CA 96145 102,000.00
ML661 10266107690 NEWMAN MARK 3086 ANN STREET BALDWIN NY 11510 96,000.00
ML661 10266107726 ANDRYSHAK EDMUND S 2303 VERMONT AVENUE DOVER TWP NJ 08755 40,000.00
ML661 10266107727 SCHWAB LEROY L 11778 NORTH ASH STREET THORNTON CO 80233 99,000.00
ML661 10266107811 WAGONER MARK R VAN 939 EAST NORTH BONNEVILLE DR SALT LAKE CITY UT 84103 63,000.00
ML661 10266107878 SIMON DONALD R 13200 CALLE BONITA HOBBS NM 88240 28,350.00
</TABLE>
<TABLE>
<CAPTION>
Cut-off Date First Original Current Scheduled
Principal Payment Maturity Rem Date LTV Mortgage Payment
Sale ID Account Balance Date Date Term Due Ratio Rate Int & Prin
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ML661 10266077568 3,357.47 08/03/95 07/03/10 169.02 06/03/96 53.7 10.700 430.36
ML661 10266083883 54,847.38 10/25/95 09/25/10 171.78 06/25/96 47.8 12.000 565.74
ML661 10266092165 20,003.61 12/13/95 11/13/10 173.39 09/13/96 89.9 12.450 236.08
ML661 10266094462 29,989.51 12/15/95 11/15/10 173.46 06/15/96 79.9 13.900 353.09
ML661 10266094633 170,000.00 01/18/96 12/18/10 174.54 06/18/96 87.6 10.900 1,606.12
ML661 10266095036 39,931.69 12/21/95 11/21/10 173.65 06/21/96 84.9 14.600 493.01
ML661 10266097306 81,000.00 12/22/95 11/22/10 173.69 05/22/96 60.0 13.990 1,078.17
ML661 10266099135 26,090.27 02/01/96 01/01/11 175.00 07/01/96 75.9 13.400 345.52
ML661 10266101428 25,097.57 04/18/96 03/18/11 177.53 06/18/96 72.1 14.750 349.55
ML661 10266101449 72,114.27 02/24/96 01/24/11 175.76 06/24/96 85.0 9.500 607.52
ML661 10266101624 34,800.00 04/12/96 03/12/11 177.34 06/12/96 79.9 15.000 487.06
ML661 10266102246 76,465.60 05/22/96 04/22/11 178.68 06/22/96 85.0 11.700 769.27
ML661 10266102450 61,300.00 05/02/96 04/02/26 358.03 06/02/96 64.8 12.850 670.92
ML661 10266103174 76,194.38 05/09/96 04/09/11 178.26 07/09/96 65.0 14.250 923.99
ML661 10266103203 220,000.00 06/01/96 05/01/11 179.00 06/01/96 78.5 10.200 1,963.25
ML661 10266103384 90,000.00 05/08/96 04/08/26 358.22 06/08/96 48.9 10.600 830.00
ML661 10266103893 56,000.00 06/01/96 05/01/11 179.00 06/01/96 70.0 11.990 575.59
ML661 10266104471 16,000.00 06/06/96 05/06/11 179.15 06/06/96 63.6 10.700 178.85
ML661 10266104794 56,341.00 04/05/96 03/05/11 177.11 06/05/96 84.1 12.350 690.87
ML661 10266104801 39,100.00 05/01/96 04/01/26 358.00 06/01/96 85.0 12.200 408.22
ML661 10266104806 41,050.00 06/01/96 05/01/26 359.00 06/01/96 84.9 11.240 398.39
ML661 10266104940 18,500.00 05/02/96 04/02/11 178.03 06/02/96 79.3 12.350 226.21
ML661 10266104975 31,950.00 05/17/96 04/17/11 178.52 06/17/96 85.0 13.200 408.46
ML661 10266105031 33,640.00 05/23/96 04/23/16 238.72 05/23/96 89.9 11.400 356.43
ML661 10266105141 12,800.00 04/19/96 03/19/11 177.57 05/19/96 85.0 13.190 163.55
ML661 10266105172 36,900.00 05/25/96 04/25/26 358.78 05/25/96 84.9 11.700 371.06
ML661 10266105194 92,000.00 05/26/96 04/26/11 178.82 05/26/96 80.0 13.000 1,017.70
ML661 10266105308 16,000.00 05/17/96 04/17/11 178.52 05/17/96 89.7 11.150 183.37
ML661 10266105373 91,800.00 05/01/96 04/01/11 178.00 06/01/96 90.0 10.990 873.54
ML661 10266105385 76,000.00 05/24/96 04/24/11 178.75 06/24/96 69.1 10.950 720.90
ML661 10266105529 33,000.00 05/23/96 04/23/11 178.72 05/23/96 79.2 12.450 405.66
ML661 10266105633 11,279.51 05/17/96 04/17/11 178.52 06/17/96 89.9 11.150 129.33
ML661 10266105963 49,000.00 05/01/96 04/01/11 178.00 06/01/96 81.9 10.390 444.20
ML661 10266106003 18,558.68 05/23/96 04/23/11 178.72 06/23/96 84.9 10.150 201.59
ML661 10266106014 13,550.00 05/19/96 04/19/11 178.59 06/19/96 84.9 12.200 141.47
ML661 10266106127 17,355.65 06/01/96 05/01/11 179.00 07/01/96 74.1 11.500 203.27
ML661 10266106136 19,560.36 05/01/96 04/01/11 178.00 06/01/96 74.9 11.690 231.04
ML661 10266106258 25,100.00 06/01/96 07/01/11 181.00 06/01/96 79.9 13.250 320.60
ML661 10266106288 32,900.00 05/23/96 04/23/11 178.72 06/23/96 82.7 11.000 313.31
ML661 10266106372 29,000.00 05/17/96 04/17/11 178.52 05/17/96 86.1 11.150 332.35
ML661 10266106455 90,500.00 05/23/96 04/23/11 178.72 06/23/96 76.6 9.400 754.38
ML661 10266106519 70,000.00 05/10/96 04/10/11 178.29 05/10/96 62.9 12.000 840.12
ML661 10266106667 46,595.92 06/01/96 05/01/16 239.00 07/01/96 52.2 8.750 415.34
ML661 10266106767 65,300.00 05/16/96 04/16/11 178.49 06/16/96 84.8 12.200 792.13
ML661 10266106964 72,584.32 05/16/96 04/16/26 358.49 06/16/96 88.5 10.650 672.26
ML661 10266107033 36,000.00 06/01/96 05/01/16 239.00 06/01/96 90.0 10.000 347.41
ML661 10266107148 35,000.00 05/24/96 04/24/16 238.75 05/24/96 71.7 11.350 369.64
ML661 10266107154 23,000.00 05/26/96 06/26/11 180.82 05/26/96 89.6 11.250 263.92
ML661 10266107165 72,000.00 05/15/96 04/15/26 358.45 05/15/96 80.8 9.990 631.32
ML661 10266107172 36,271.28 05/24/96 04/24/11 178.75 06/24/96 84.9 12.200 441.07
ML661 10266107231 171,935.78 05/15/96 04/15/26 358.45 06/15/96 80.0 13.100 1,916.12
ML661 10266107279 10,500.00 05/24/96 04/24/11 178.75 05/24/96 62.0 9.490 109.58
ML661 10266107362 23,000.00 05/19/96 04/19/11 178.59 06/19/96 84.5 11.740 272.20
ML661 10266107388 41,254.48 05/02/96 04/02/11 178.03 06/02/96 84.8 12.300 434.38
ML661 10266107483 77,000.00 04/25/96 03/25/26 357.76 05/25/96 70.0 10.250 690.00
ML661 10266107503 73,710.07 05/25/96 04/25/11 178.78 06/25/96 62.9 11.500 732.82
ML661 10266107535 102,000.00 05/18/96 04/18/11 178.55 06/18/96 80.0 13.500 1,168.32
ML661 10266107690 96,000.00 05/26/96 04/26/16 238.82 05/26/96 85.0 12.200 1,070.46
ML661 10266107726 39,804.75 05/22/96 04/22/06 118.68 06/22/96 76.5 11.690 566.74
ML661 10266107727 99,000.00 05/26/96 04/26/11 178.82 05/26/96 90.0 10.240 886.40
ML661 10266107811 63,000.00 05/09/96 04/09/11 178.26 06/09/96 74.8 13.600 726.57
ML661 10266107878 28,350.00 05/24/96 04/24/11 178.75 05/24/96 84.9 11.740 335.52
</TABLE>
<PAGE>
Page 15
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule
A division of Superior Bank FSB 1996-2 Class 1 - Initial Pool of Fixed Rate Mortgages - Settlement 6/19/96
Principal
Zip Balance at
Sale ID Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ML661 10266107929 BACA MICHAEL R 9536 GIDDINGS AVE NE ALBUQUERQUE NM 87111 162,000.00
ML661 10266107939 MCCAFFREY ALAN D 1000 MERIWETHER DRIVE FALLSTON MD 21047 26,350.00
ML661 10266108037 SOLIS PAULO 2101 W AUGUSTA AVENUE PHOENIX AZ 85021 117,000.00
ML661 10266108051 BAILEY DAVIA 1410 GREGORY WAY BREMERTON WA 98337 70,000.00
ML661 10266108168 CRISPO PASQUALE 275 BELMONT AVENUE NORTH BABYLON NY 11703 75,000.00
ML661 10266108173 DEPERTE MILKA IRIS 25 HAMPTON ROAD SHIRLEY NY 11967 70,400.00
ML661 10266108198 ALLGOOD RICHARD N 836 SOUTH GREEN STREET SALT LAKE CITY UT 84102 13,759.00
ML661 10266108247 BRANCH ANNABELLE 191-23 113TH ROAD ST ALBANS NY 11412 75,000.00
ML661 10266108253 KROEKER DAN E 8818 AZTEC ROAD NE ALBUQUERQUE NM 87111 81,000.00
ML661 10266108260 BRONCATELLO ANTHONY 73 EAST 7TH STREET DEER PARK NY 11729 112,000.00
ML661 10266108308 BARTH DAVID C 6474 EAST LONG CIRCLE SOUTH ENGLEWOOD CO 80112 35,000.00
ML661 10266108315 BRERETON DANIEL S 4145 THREE GRACES DRIVE COLORADO SPRINGS CO 80904 372,000.00
ML661 10266108352 EVANS DAVID EARL 6525 LINCOLNVILLE ROAD RALEIGH NC 27607 54,000.00
ML661 10266108353 KIDD GERALD J 1066 WEST MACFARLAND DRIVE SALT LAKE CITY UT 84116 46,700.00
ML661 10266108361 ARCHIBEQUE MARSHA E 1983 NORTH 250 WEST SUNSET UT 84015 12,726.00
ML661 10266108397 KLAUSNER JOHN B 2114 35TH ST CT EVANS CO 80620 24,600.00
ML661 10266108437 HARWELL JIMMY O SR 6119 MCGREGOR DRIVE CHARLOTTE NC 28227 57,000.00
ML661 10266108563 CANADAY DAVID M 2815 SOUTH GILPIN STREET DENVER CO 80210 15,500.00
ML661 10266108565 LOPEZ MIGUEL A 4491 WEST GILL PLACE DENVER CO 80219 15,000.00
ML661 10266108567 PAULEY JEFFREY V 2141 HACKBERRY CIRCLE LONGMONT CO 80501 20,000.00
ML661 10266108575 THORNTON JEFFREY F 75 ROBERT AVENUE PORT CHESTER NY 10573 158,000.00
ML661 10266108825 STRAUGHTER VILMA 145-15 177TH PLACE SPRINGFIELD GARDENS NY 11434 27,000.00
ML661 10266108855 THOMPSON WINDELL 6713 POMANDER AVENUE NEW PORT RICHEY FL 34653 29,750.00
ML661 10266108888 KENYON KENNETH L 7086 SOUTH CHRIS LANE SALT LAKE CITY UT 84121 53,500.00
ML661 10266108903 LOFQUIST PAUL D 8419 SUNNYDALE DRIVE HUDSON FL 34667 22,500.00
ML661 10266108909 DURAN JOSEPH P 11692 MONROE STREET DENVER CO 80233 104,400.00
ML661 10266109000 YAU TOM 30683 CHIMNEY LANE UNION CITY CA 94587 58,000.00
ML661 10266109015 ADAMS DENNIS D 40 STONE GATE SOUTH LONGWOOD FL 32779 212,075.00
ML661 10266109016 KENT JEFFREY A 8223-25 GLENWOODS DRIVE RIVERDALE GA 30274 55,300.00
ML661 10266109021 VACCA GARY M 120 FAWN DRIVE EVANS CITY PA 16033 72,400.00
ML661 10266109038 FRANUSICH MICHAEL DAVID 1536 GLENWOOD DRIVE PITTSBURGH PA 15241 56,300.00
ML661 10266109140 CRICK JOE E 14 KAYWOOD LANE CHERRY HILL NJ 08034 22,950.00
ML661 10266109219 LANE TERRI L 101 FOREST STAR ROAD BLACK HAWK CO 80422 36,000.00
ML661 10266109227 HERRERA TOBY 256 PATTERSON STREET OGDEN UT 84401 30,000.00
ML661 10266109264 SAUNDERS KIRK E 4426 MISTY DRIVE COLORADO SPRINGS CO 80918 28,000.00
ML661 10266109278 HAYS DORIS 8433 7TH AVENUE SOUTHWEST SEATTLE WA 98106 132,000.00
ML661 10266109305 M0RELLO JOSEPH 48 PARKVIEW CIRCLE SOUTH BETHPAGE NY 11714 33,300.00
ML661 10266109377 FARLEY DORA L 5200 MALLETT DRIVE PORT RICHEY FL 34668 13,750.00
ML661 10266109397 CHASE EDWIN FOSTER 3690 WILLOWPARK DRIVE SAN JOSE CA 95118 34,400.00
ML661 10266109430 HANSEN LEE F 6803 MOSS DRIVE NEW PORT RICHEY FL 34653 35,700.00
ML661 10266109440 MARQUARDT SANDRA F 17226 HARMONY DRIVE HUDSON FL 34667 37,600.00
ML661 10266109443 GREEN ERNESTINE 9113 13TH AVENUE JACKSONVILLE FL 32208 31,500.00
ML661 10266109595 CROWTHER MARK K 134 WEST CARACAS AVENUE HERSHEY PA 17033 71,500.00
ML661 10266109599 HUNTER RISE C 2013 69TH AVENUE S ST PETERSBURG FL 33712 68,850.00
ML661 10266109601 SGRO JAMES G 287 BREAKNECK ROAD BEACON NY 12508 11,450.00
ML661 10266109613 EMILSON JOHN M 3321 WEST CLYDE PLACE DENVER CO 80211 16,800.00
ML661 10266109615 RUIZ LORENZO MORALEZ 267 SOUTH 7TH AVENUE BRIGHTON CO 80601 34,200.00
ML661 10266109625 PAGELS PHILIP M 5906 ESTES STREET ARVADA CO 80004 97,750.00
ML661 10266109740 BORUCH FREDERICK R 339 SOMERSET DRIVE STREAMWOOD IL 60107 76,600.00
ML661 10266109741 NERO ANTHONY R 1909 SEMINOLE LANE MOUNT PROSPECT IL 60056 216,900.00
ML661 10266109742 CHUDZINSKI JOSEPH S 139 CAMBRIDGE FRANKFORT IL 60423 44,500.00
ML661 10266109760 WEBER JOHN S 5975 MAPLEWOOD ROAD MAYFIELD HEIGHTS OH 44124 50,000.00
ML661 10266109761 AGUILAR JOAN ORTEGA 2419 SOUTH AVERS AVENUE CHICAGO IL 60623 30,000.00
ML661 10266109832 MAGUIRE ROGER ALLEN 1021 SOUTH NEW YORK AVENUE LAKELAND FL 33803 46,400.00
ML661 10266109881 PAYNE DEBORAH M 8 BENTLEY ROAD PARKTON MD 21120 182,000.00
ML661 10266109899 NICHOLAS MICHAEL A 254 TRUMAN AVENUE YONKERS NY 10703 75,000.00
ML661 10266109918 FRAIOLI JOHN 2 MYRTLE PLACE EASTCHESTER NY 10709 66,000.00
ML661 10266109976 SEGAL MARVIN 8618 HARVEST LANE DARIEN IL 60561 47,000.00
ML661 10266110021 MORA CARLOS 3104 FARRAGUT ROAD BROOKLYN NY 11210 246,500.00
ML661 10266110031 CRENSHAW TYRONE 113-30 210TH STREET JAMAICA NY 11429 132,000.00
ML661 10266110035 BLOCK LEE 1731 PINEACRES BOULEVARD BAY SHORE NY 11706 108,000.00
ML661 10266110101 EMMITT DREW G 278 RIDGE ROAD WARD CO 80481 90,000.00
</TABLE>
<TABLE>
<CAPTION>
Cut-off Date First Original Current Scheduled
Principal Payment Maturity Rem Date LTV Mortgage Payment
Sale ID Account Balance Date Date Term Due Ratio Rate Int & Prin
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ML661 10266107929 162,000.00 05/26/96 04/26/11 178.82 06/26/96 75.0 10.200 1,445.67
ML661 10266107939 26,329.10 05/24/96 04/24/11 178.75 06/24/96 80.8 12.200 275.10
ML661 10266108037 116,949.42 05/01/96 04/01/11 178.00 06/01/96 90.0 11.850 1,189.98
ML661 10266108051 70,000.00 05/22/96 04/22/11 178.68 05/22/96 53.8 10.450 637.70
ML661 10266108168 75,000.00 05/01/96 04/01/16 238.00 06/01/96 62.8 10.700 758.89
ML661 10266108173 70,400.00 05/25/96 04/25/11 178.78 06/25/96 80.0 12.100 729.57
ML661 10266108198 13,759.00 04/18/96 03/18/11 177.53 05/18/96 61.6 13.750 180.93
ML661 10266108247 75,000.00 06/01/96 05/01/11 179.00 06/01/96 62.5 8.550 740.75
ML661 10266108253 80,998.12 05/22/96 04/22/11 178.68 06/22/96 75.0 9.990 710.23
ML661 10266108260 111,998.75 04/25/96 03/25/26 357.76 05/25/96 74.6 9.990 982.05
ML661 10266108308 35,000.00 05/22/96 04/22/11 178.68 05/22/96 89.1 11.400 406.64
ML661 10266108315 372,000.00 05/24/96 04/24/11 178.75 06/24/96 80.0 10.200 3,319.68
ML661 10266108352 54,000.00 06/01/96 05/01/26 359.00 06/01/96 90.0 10.240 483.49
ML661 10266108353 46,581.30 04/19/96 03/19/11 177.57 06/19/96 73.3 13.100 520.25
ML661 10266108361 12,681.38 04/19/96 03/19/11 177.57 06/19/96 60.3 12.350 155.61
ML661 10266108397 24,381.75 05/23/96 04/23/11 178.72 07/23/96 79.9 11.950 252.09
ML661 10266108437 56,866.45 05/24/96 04/24/16 238.75 06/24/96 75.0 10.700 576.75
ML661 10266108563 15,482.86 05/16/96 04/16/11 178.49 06/16/96 76.3 10.150 167.99
ML661 10266108565 14,997.53 05/16/96 04/16/11 178.49 06/16/96 79.1 13.100 190.77
ML661 10266108567 19,983.31 05/24/96 04/24/11 178.75 06/24/96 73.1 10.950 226.69
ML661 10266108575 158,000.00 06/01/96 05/01/11 179.00 06/01/96 75.9 10.150 1,404.11
ML661 10266108825 27,000.00 04/25/96 03/25/11 177.76 06/25/96 74.3 12.990 298.46
ML661 10266108855 29,750.00 06/01/96 05/01/11 179.00 06/01/96 85.0 10.750 333.48
ML661 10266108888 53,500.00 05/23/96 04/23/11 178.72 06/23/96 75.7 10.950 507.47
ML661 10266108903 22,348.06 05/22/96 04/22/06 118.68 06/22/96 68.1 8.990 284.90
ML661 10266108909 104,400.00 05/23/96 04/23/26 358.72 05/23/96 90.0 10.900 986.34
ML661 10266109000 58,000.00 05/09/96 04/09/11 178.26 06/09/96 89.9 12.200 703.58
ML661 10266109015 212,075.00 05/01/96 04/01/26 358.00 06/01/96 85.0 11.250 2,059.80
ML661 10266109016 55,237.34 05/18/96 04/18/11 178.55 06/18/96 70.0 9.250 454.94
ML661 10266109021 72,400.00 05/16/96 04/16/11 178.49 06/16/96 80.0 10.250 789.12
ML661 10266109038 56,300.00 05/25/96 04/25/11 178.78 05/25/96 89.9 11.400 553.24
ML661 10266109140 22,950.00 05/01/96 04/01/11 178.00 06/01/96 90.0 11.400 266.64
ML661 10266109219 35,984.01 05/23/96 04/23/11 178.72 06/23/96 65.6 11.750 363.39
ML661 10266109227 29,938.43 05/22/96 04/22/11 178.68 06/22/96 73.1 11.750 302.82
ML661 10266109264 28,000.00 05/22/96 04/22/11 178.68 06/22/96 72.1 12.250 340.56
ML661 10266109278 131,782.91 05/01/96 04/01/11 178.00 07/01/96 80.0 10.250 1,182.85
ML661 10266109305 33,300.00 06/01/96 05/01/11 179.00 06/01/96 84.9 12.400 408.27
ML661 10266109377 13,728.62 05/26/96 04/26/11 178.82 06/26/96 52.8 11.750 162.82
ML661 10266109397 34,399.01 05/19/96 04/19/11 178.59 06/19/96 84.6 12.950 379.19
ML661 10266109430 35,700.00 06/01/96 05/01/16 239.00 06/01/96 81.1 11.500 380.72
ML661 10266109440 37,530.54 05/24/96 04/24/16 238.75 06/24/96 80.0 11.500 400.98
ML661 10266109443 31,411.77 05/15/96 04/15/16 238.45 06/15/96 70.0 10.000 303.98
ML661 10266109595 71,500.00 06/01/96 05/01/16 239.00 06/01/96 66.2 9.400 661.81
ML661 10266109599 68,850.00 05/24/96 04/24/11 178.75 06/24/96 85.0 11.500 681.82
ML661 10266109601 11,450.00 05/26/96 04/26/11 178.82 05/26/96 85.0 9.750 98.37
ML661 10266109613 16,800.00 05/22/96 04/22/11 178.68 05/22/96 74.2 10.700 187.80
ML661 10266109615 34,200.00 05/17/96 04/17/11 178.52 06/17/96 90.0 11.400 336.07
ML661 10266109625 97,740.29 05/16/96 04/16/26 358.49 06/16/96 85.0 11.950 1,001.71
ML661 10266109740 76,600.00 06/01/96 05/01/16 239.00 06/01/96 89.8 10.740 777.15
ML661 10266109741 216,900.00 06/01/96 05/01/26 359.00 06/01/96 90.0 11.150 2,090.21
ML661 10266109742 44,297.23 06/01/96 05/01/16 239.00 07/01/96 89.9 10.740 451.48
ML661 10266109760 50,000.00 06/01/96 05/01/11 179.00 06/01/96 55.5 10.250 544.98
ML661 10266109761 30,000.00 06/01/96 05/01/11 179.00 06/01/96 21.2 10.850 338.16
ML661 10266109832 46,400.00 06/01/96 05/01/11 179.00 06/01/96 80.0 11.400 539.09
ML661 10266109881 182,000.00 05/22/96 04/22/11 178.68 06/22/96 69.4 10.250 1,630.90
ML661 10266109899 75,000.00 05/17/96 04/17/11 178.52 05/17/96 30.0 11.200 725.60
ML661 10266109918 66,000.00 05/05/96 04/05/11 178.13 06/05/96 84.7 12.990 729.58
ML661 10266109976 46,883.42 05/23/96 04/23/11 178.72 06/23/96 84.1 10.250 512.28
ML661 10266110021 246,500.00 05/19/96 04/19/11 178.59 06/19/96 85.0 11.950 2,526.05
ML661 10266110031 132,000.00 06/01/96 05/01/26 359.00 06/01/96 80.0 11.990 1,356.75
ML661 10266110035 108,000.00 05/05/96 04/05/11 178.13 05/05/96 90.0 11.500 1,069.51
ML661 10266110101 90,000.00 05/24/96 04/24/26 358.75 06/24/96 61.6 10.850 846.91
</TABLE>
<PAGE>
Page 16
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule
A division of Superior Bank FSB 1996-2 Class 1 - Initial Pool of Fixed Rate Mortgages - Settlement 6/19/96
Principal
Zip Balance at
Sale ID Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ML661 10266110206 BROWN FRED C 614 APALACHEE CIRCLE NE ST PETERSBURG FL 33702 111,400.00
ML661 10266110237 KENT JEFFREY A 8386-88 GLEENWOODS TERRACE RIVERDALE GA 30274 54,600.00
ML661 10266110244 FLOWERS DAVID A 10 WAYNE AVENUE NEW CUMBERLAND PA 17070 80,750.00
ML661 10266110251 THEN PETER A 134 AVONDALE ROAD NORRISTOWN PA 19403 108,000.00
ML661 10266110296 XENAKIS STEVEN J 9-10 DEEDRE LANE GLASSBORO NJ 08028 37,500.00
ML661 10266110320 WALDRON WAYNE W 928 NORTH 1500 WEST SALT LAKE CITY UT 84116 11,000.00
ML661 10266110321 ALEXANDER STEVEN A 8809 SOUTH 3645 WEST WEST JORDAN UT 84088 46,504.00
ML661 10266110325 ESPARZA CONRAD JR 7881 QUEBEC STREET COMMERCE CITY CO 80022 70,200.00
ML661 10266110378 FORTNER WILLIAM J 1705 ELSTON AVENUE CLEVELAND OH 44109 54,500.00
ML661 10266110396 SWEETMAN MARY L 106 CHESTNUT CIRCLE SAFETY HARBOR FL 34695 30,600.00
ML661 10266110403 CALLAHAN RAYMOND F 2818 GENESEE STREET NORTH BELLMORE NY 11710 117,000.00
ML661 10266110416 CARRINGTON ERWIN 58 EAST MILTON STREET FREEPORT NY 11520 102,000.00
ML661 10266110472 TORRES ANGEL 59 SPARTA ROAD STANHOPE NJ 07874 23,300.00
ML661 10266110515 RITTER THOMAS M 1469 SOUTH MOLINE STREET AURORA CO 80012 25,885.00
ML661 10266110527 CELESTINO ROGELIO A 172 TILDEN LANE BOLINGBROOK IL 60440 110,700.00
ML661 10266110604 DAVINO PROVIDENCIA 1815 SPRING CREEK DRIVE BOUNTIFUL UT 84010 25,000.00
ML661 10266110610 LOTT RONALD L 7977 SOUTH 3530 WEST WEST JORDAN UT 84088 28,528.00
ML661 10266110620 ROSSI KIMBERLY 431 SOUTH AVENUE JIM THORPE PA 18229 61,200.00
ML661 10266110714 BRAUNREITER DENNIS C 11396 N SILVER PHEASANT LOOP TUCSON AZ 85737 51,750.00
ML661 10266110722 WAGENEN WILLIAM DEAN VAN 246 EAST 1825 NORTH CENTERVILLE UT 84014 41,748.00
ML661 10266110770 HALSEMA WILLIAM C 1181 WEST 73RD STREET INDIANAPOLIS IN 46260 229,500.00
ML661 10266110800 PRIDE NAION V 716 CRICKETWOOD LANE CHARLOTTE NC 28215 62,050.00
ML661 10266110902 CAPOZZOLI RITA M 828 BRADDOCK TERRACE MOUNT LAUREL NJ 08054 65,000.00
ML661 10266110972 DYDELL ALTONE 4350 WORDSWORTH CIRCLE NORTH COLORADO SPRINGS CO 80916 44,100.00
ML661 10266110973 FERREIRA CHRISTINE M 4152 EAST COVINA STREET MESA AZ 85205 14,950.00
ML661 10266110975 SINGLEY DONALD P 7993 WEST CHESTNUT WAY LITTLETON CO 80123 114,000.00
ML661 10266110976 PAVELIC FRANCES S 1040 N MOUNTAIN ROAD HARRISBURG PA 17112 82,450.00
ML661 10266110983 FOUST BRIAN L 139 PENN STREET PALMYRA PA 17078 102,850.00
ML661 10266111051 MICKLE FLORA I 3909 WEST VAN BUREN STREET CHICAGO IL 60624 35,000.00
ML661 10266111096 GREFF FLORENCE W 4046 SOUTH SMUGGLERS COVE ROA GREENBANK WA 98253 133,000.00
ML661 10266111107 CHANG SOK MAN 13 COLUMBIA DRIVE TINTON FALLS NJ 07724 20,000.00
ML661 10266111130 VILLALOBOS JOSEFINA 2621 POPE AVENUE SACRAMENTO CA 95821 170,000.00
ML661 10266111299 NOBLE SANDRA 1939 N ST LOUIS AVE CHICAGO IL 60647 47,500.00
ML661 10266111321 CZIER LAURIE 18350 GEAUGA LAKE ROAD CHAGRIN FALLS OH 44022 45,000.00
ML661 10266111334 TORRES BARBARA 4105 ELM STREET LYONS IL 60534 30,000.00
ML661 10266111414 HENRY DONNA L 1807 SOUTH OAK FOREST DRIVE CLEARWATER FL 34619 27,200.00
ML661 10266111418 POLANCO PETER G 2120 GOLDEN GATE BOULEVARD NAPLES FL 33964 17,000.00
ML661 10266111422 LOBMASTER DOUGLAS L 14375 SE 100TH AVENUE SUMMERFIELD FL 34491 113,600.00
ML661 10266111426 HEROUX GEORGE 3036 STEEVENAGE DRIVE BALDWINSVILLE NY 13027 35,900.00
ML661 10266111459 BOOHER MICHAEL D 1639 SHASTA DR COLORADO SPRINGS CO 80910 76,500.00
ML661 10266111507 HANER CARL IV 821 NORTH OLIVE STREET MEDIA PA 19063 79,000.00
ML661 10266111591 FREDIANI DINO E 525 FARMHILL CIRCLE WAUCONDA IL 60084 38,000.00
ML661 10266111649 STANTON PAUL J 5 GRAVESWOOD COURT BALTIMORE MD 21234 37,000.00
ML661 10266111729 ACERRA THEODORE 367 LAUREL STREET EAST HAVEN CT 06512 19,750.00
ML661 10266111742 EBERT GLEN EUGENE 2244 EAST 7110 SOUTH SALT LAKE CITY UT 84121 65,000.00
ML661 10266111787 TRUCKEY BRUCE K 26821 LOG TRAIL ROAD CONIFER CO 80433 45,000.00
ML661 10266111826 CORNELIUS HAZEL 11131 SOUTH ASHLAND CHICAGO IL 60643 50,000.00
ML661 10266111863 CARUSO NILSA 85 PENNSYLVANIA AVENUE COATESVILLE PA 19320 59,850.00
ML661 10266111926 TANI KIP 2018 LINDSEY COURT FORT COLLINS CO 80526 40,700.00
ML661 10266111964 SECKELER GAIL 20 OAKDALE AVENUE CENTRAL ISLIP NY 11722 70,000.00
ML661 10266112040 LEVY JAMES S 3382 MARKDALE COURT CINCINNATTI OH 45248 199,700.00
ML661 10266112085 SMITH HAROLD J III RD 2 BOX 24G ROOSA GAP ROAD BLOOMINGBURG NY 12721 28,800.00
ML661 10266112127 CALL MICHAEL B 112 SOUTH 300 WEST BOUNTIFUL UT 84010 40,550.00
ML661 10266112132 APPENZELLER KERRY DEAN 7710 CURTIS ROAD PEYTON CO 80831 24,000.00
ML661 10266112287 HILL SCOTT C 5718 37TH STREET NORTH SAINT PETERSBURG FL 33714 18,500.00
ML661 10266112309 FERRETTI ROBERT 5 WEST GLEN AVENUE RYE NY 10573 59,000.00
ML661 10266112368 CHUDLEY HARRY A 1707 55TH STREET SOUTH GULFPORT FL 33707 41,000.00
ML661 10266112379 BOWERS SUSAN L 15 CARDINAL DRIVE STEVENS PA 17578 140,250.00
ML661 10266112524 WHITTINGHAM CHRISTOPHER L 107-11 134TH STREET RICHMOND HILL NY 11419 126,000.00
ML661 10266112544 HAYES ROBERT L 1820 WEST CHEYENNE DRIVE CHANDLER AZ 85224 62,000.00
ML661 10266112601 GLAZIER MICHAEL A 22377 MIDWAY BOULEVARD PT CHARLOTTE FL 33952 60,000.00
ML661 10266112758 KENDER KENNETH R JR 433 PIEDMONT VALPARAISO IN 46383 59,900.00
</TABLE>
<TABLE>
<CAPTION>
Cut-off Date First Original Current Scheduled
Principal Payment Maturity Rem Date LTV Mortgage Payment
Sale ID Account Balance Date Date Term Due Ratio Rate Int & Prin
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ML661 10266110206 111,198.43 05/26/96 04/26/16 238.82 06/26/96 63.7 11.950 1,222.73
ML661 10266110237 54,538.06 05/18/96 04/18/11 178.55 06/18/96 70.0 9.250 449.18
ML661 10266110244 80,704.32 06/01/96 05/01/26 359.00 07/01/96 76.9 9.900 702.68
ML661 10266110251 108,000.00 06/01/96 05/01/11 179.00 06/01/96 80.0 12.200 1,127.56
ML661 10266110296 37,500.00 05/15/96 04/15/11 178.45 06/15/96 69.4 12.550 463.42
ML661 10266110320 11,000.00 05/03/96 04/03/11 178.06 06/03/96 72.4 15.000 153.95
ML661 10266110321 46,485.91 05/01/96 04/01/11 178.00 06/01/96 89.9 12.350 568.64
ML661 10266110325 70,164.00 05/16/96 04/16/26 358.49 06/16/96 90.0 10.600 647.40
ML661 10266110378 54,366.72 05/16/96 04/16/26 358.49 06/16/96 87.9 10.240 487.97
ML661 10266110396 30,600.00 06/01/96 05/01/11 179.00 06/01/96 48.2 10.750 343.01
ML661 10266110403 116,710.02 04/26/96 03/26/11 177.80 06/26/96 65.0 11.500 1,158.64
ML661 10266110416 101,971.86 04/08/96 03/08/11 177.21 06/08/96 62.9 11.500 1,010.10
ML661 10266110472 23,246.85 05/16/96 04/16/16 238.49 06/16/96 84.8 9.650 219.47
ML661 10266110515 25,885.00 05/22/96 04/22/11 178.68 06/22/96 89.8 11.000 294.21
ML661 10266110527 110,700.00 06/01/96 05/01/26 359.00 06/01/96 90.0 11.000 1,054.22
ML661 10266110604 25,000.00 05/02/96 04/02/16 238.03 06/02/96 52.1 13.600 303.64
ML661 10266110610 28,528.00 05/01/96 04/01/11 178.00 06/01/96 89.8 12.100 344.22
ML661 10266110620 61,200.00 05/24/96 04/24/11 178.75 06/24/96 80.0 12.600 657.91
ML661 10266110714 51,741.10 05/23/96 04/23/11 178.72 06/23/96 89.9 11.150 498.70
ML661 10266110722 41,708.67 05/03/96 04/03/11 178.06 06/03/96 59.4 12.850 524.10
ML661 10266110770 229,500.00 06/01/96 05/01/11 179.00 06/01/96 85.0 9.750 2,431.24
ML661 10266110800 62,050.00 06/01/96 05/01/16 239.00 06/01/96 85.0 9.350 572.32
ML661 10266110902 65,000.00 06/01/96 05/01/11 179.00 06/01/96 36.9 9.200 532.39
ML661 10266110972 43,989.84 05/22/96 04/22/11 178.68 06/22/96 64.5 10.150 477.96
ML661 10266110973 14,938.04 05/22/96 04/22/11 178.68 06/22/96 90.0 10.740 167.49
ML661 10266110975 113,953.72 05/19/96 04/19/11 178.59 06/19/96 84.1 8.990 916.45
ML661 10266110976 82,450.00 06/01/96 05/01/11 179.00 06/01/96 85.0 9.150 672.33
ML661 10266110983 102,674.15 05/24/96 04/24/11 178.75 06/24/96 85.0 9.150 1,052.37
ML661 10266111051 35,000.00 06/01/96 05/01/11 179.00 06/01/96 34.3 8.740 349.60
ML661 10266111096 133,000.00 06/01/96 05/01/26 359.00 06/01/96 38.0 10.700 1,236.53
ML661 10266111107 20,000.00 05/15/96 04/15/11 178.45 06/15/96 65.0 11.800 202.65
ML661 10266111130 169,361.66 05/22/96 04/22/11 178.68 06/22/96 85.0 12.800 2,128.59
ML661 10266111299 47,500.00 06/01/96 05/01/16 239.00 06/01/96 50.0 9.740 450.23
ML661 10266111321 45,000.00 06/01/96 05/01/11 179.00 06/01/96 50.4 9.490 469.63
ML661 10266111334 29,894.20 06/01/96 05/01/11 179.00 07/01/96 24.0 8.740 299.66
ML661 10266111414 27,170.13 05/26/96 04/26/11 178.82 06/26/96 63.8 12.250 330.83
ML661 10266111418 17,000.00 06/01/96 05/01/11 179.00 06/01/96 72.2 11.950 203.48
ML661 10266111422 113,600.00 06/01/96 05/01/26 359.00 06/01/96 80.0 11.650 1,137.99
ML661 10266111426 35,900.00 06/01/96 05/01/11 179.00 06/01/96 89.9 11.500 355.51
ML661 10266111459 76,431.37 05/17/96 04/17/11 178.52 06/17/96 82.2 8.990 614.99
ML661 10266111507 78,921.97 05/26/96 04/26/11 178.82 06/26/96 63.7 10.500 873.27
ML661 10266111591 38,000.00 06/01/96 05/01/16 239.00 06/01/96 79.9 12.600 434.42
ML661 10266111649 37,000.00 06/01/96 05/01/11 179.00 06/01/96 83.7 12.450 454.83
ML661 10266111729 19,750.00 06/06/96 05/06/11 179.15 06/06/96 85.5 10.840 222.50
ML661 10266111742 65,000.00 05/10/96 04/10/11 178.29 06/10/96 76.9 12.940 819.84
ML661 10266111787 44,951.23 05/22/96 04/22/11 178.68 06/22/96 73.5 11.350 440.49
ML661 10266111826 50,000.00 06/01/96 05/01/16 239.00 06/01/96 76.9 8.990 449.54
ML661 10266111863 59,850.00 05/26/96 04/26/26 358.82 05/26/96 90.0 10.240 535.87
ML661 10266111926 40,636.64 05/22/96 04/22/11 178.68 06/22/96 84.9 11.700 480.64
ML661 10266111964 69,815.34 06/01/96 05/01/11 179.00 07/01/96 76.0 9.500 730.96
ML661 10266112040 199,700.00 06/01/96 05/01/26 359.00 06/01/96 84.9 11.950 2,046.46
ML661 10266112085 28,800.00 05/23/96 04/23/11 178.72 05/23/96 89.9 10.750 322.83
ML661 10266112127 40,536.50 05/12/96 04/12/16 238.36 06/12/96 84.8 12.940 473.34
ML661 10266112132 24,000.00 05/22/96 04/22/11 178.68 06/22/96 82.9 12.000 246.87
ML661 10266112287 18,456.04 06/01/96 05/01/11 179.00 07/01/96 69.7 9.490 193.07
ML661 10266112309 59,000.00 06/02/96 05/02/11 179.01 06/02/96 89.9 11.750 698.64
ML661 10266112368 41,000.00 06/01/96 05/01/16 239.00 06/01/96 74.5 10.450 407.96
ML661 10266112379 140,188.50 06/01/96 05/01/26 359.00 07/01/96 85.0 11.750 1,415.70
ML661 10266112524 126,000.00 06/01/96 05/01/26 359.00 06/01/96 90.0 10.900 1,190.42
ML661 10266112544 59,827.70 06/01/96 05/01/11 179.00 10/01/96 80.0 10.100 548.68
ML661 10266112601 60,000.00 06/01/96 05/01/26 359.00 06/01/96 80.0 12.350 633.38
ML661 10266112758 59,900.00 06/01/96 05/01/11 179.00 06/01/96 84.9 10.650 554.66
</TABLE>
<PAGE>
Page 17
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule
A division of Superior Bank FSB 1996-2 Class 1 - Initial Pool of Fixed Rate Mortgages - Settlement 6/19/96
Principal
Zip Balance at
Sale ID Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ML661 10266112774 DRYZGA DANIEL F SR 310 LINTON HILL ROAD NEWTOWN PA 18940 25,000.00
ML661 10266112919 FULLER YVONNE P 136-07 221ST STREET SPRINGFIELD GARADENS NY 11413 85,000.00
ML661 10266112944 LARSEN TRICIA T 3820 SOUTH 2900 EAST SALT LAKE CITY UT 84109 155,200.00
ML661 10266112947 ALMAS JERROD 3427 SEEBALDT WATERFORD MI 48329 69,000.00
ML661 10266112949 MEIER ARTHUR L 1240 NORTH FIVE LAKES RD ATTICA MI 48412 68,000.00
ML661 10266112950 LEITHAUSER ROBERT C JR 4995 DEER CREEK CIRCLE WASHINGTON MI 48094 300,000.00
ML661 10266113443 HIDO BARRY J 1283 DENISE DR KENT OH 44240 41,500.00
ML661 10266113444 CARTER CHARLES W 10186 SEASON DR CINCINNATI OH 45251 30,000.00
ML661 10266113859 GARVEY JUDY L 4 TANGLEWOOD DRIVE LEDYARD CT 06335 18,500.00
ML661 10266113911 DIFRANCO GABRIEL A 9636 S KEDVALE AVE OAK LAWN IL 60453 50,000.00
---------------------------------------- ------------------
196 Sale Total 12,676,719.00
</TABLE>
<TABLE>
<CAPTION>
Cut-off Date First Original Current Scheduled
Principal Payment Maturity Rem Date LTV Mortgage Payment
Sale ID Account Balance Date Date Term Due Ratio Rate Int & Prin
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ML661 10266112774 25,000.00 06/01/96 05/01/06 119.00 06/01/96 86.8 11.150 346.50
ML661 10266112919 85,000.00 06/01/96 05/01/11 179.00 06/01/96 62.9 11.300 828.80
ML661 10266112944 155,200.00 05/22/96 04/22/26 358.68 05/22/96 80.0 11.500 1,536.93
ML661 10266112947 69,000.00 06/01/96 05/01/11 179.00 06/01/96 75.0 10.700 641.51
ML661 10266112949 68,000.00 06/01/96 05/01/11 179.00 06/01/96 80.0 9.850 589.23
ML661 10266112950 298,529.93 06/01/96 05/01/11 179.00 07/01/96 75.0 10.700 2,789.17
ML661 10266113443 41,500.00 06/01/96 05/01/16 239.00 06/01/96 47.7 10.250 407.38
ML661 10266113444 30,000.00 06/01/96 05/01/11 179.00 06/01/96 83.2 10.000 322.38
ML661 10266113859 18,500.00 06/03/96 05/03/11 179.05 06/03/96 89.9 12.600 229.22
ML661 10266113911 50,000.00 06/01/96 05/01/11 179.00 06/01/96 18.5 9.250 514.60
------------- ------------ ------------------------------------------
12,628,375.05 226.10 77.0 11.131 128,581.11
</TABLE>
<PAGE>
Page 18
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule
A division of Superior Bank FSB 1996-2 Class 1 - Initial Pool of Fixed Rate Mortgages - Settlement 6/19/96
Principal
Zip Balance at
Sale ID Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ML662 10266099781 KATZ NEIL A 9926 HALDEMAN AVENUE #95 PHILADELPHIA PA 19115 53,900.00
ML662 10266101153 MORIN PAMELA 47 SOUTH AVENUE BEACON NY 12508 40,250.00
ML662 10266101882 MAIER WILLIAM F III 70 BROAD STREET FLEMINGTON NJ 08822 20,000.00
ML662 10266102483 BAUGHMAN KATHRYN L 188 HIGHLAND ROAD CHAMBERSBURG PA 17201 60,000.00
ML662 10266103179 CLAVEL EDGAR L 26 SOUTH SUMMIT STREET BERGENFIELD NJ 07621 131,750.00
ML662 10266103262 JENSEN PEGGY ANN 316 MOUNTAIN ROAD LEBANON NJ 08833 184,000.00
ML662 10266103271 CONTE MARIO 24 CROTON STREET OSSINING NY 10562 37,500.00
ML662 10266104191 LAWTON L H 2129 KENSINGTON ST. HARRISBURG PA 17104 53,100.00
ML662 10266104655 SHIN JOSEPH JASEYUL 2718 MORRIS ROAD LANSDALE PA 19446 108,500.00
ML662 10266104687 ROSENTHAL DOUGLAS 11 CLIFF WAY PORT WASHINGTON NY 11050 43,000.00
ML662 10266104946 CASALE PAULA 34 RED MAPLE COURT NAUGATUCK CT 06770 42,000.00
ML662 10266105073 AMATO JENNIFER A 114 ROBBINS STREET LINDENHURST NY 11757 140,250.00
ML662 10266105313 VALDEZ MILA 114-01 117TH STREET RICHMOND HILL NY 11420 156,000.00
ML662 10266105644 ORTIZ EDWIN 396 UNDERCLIFF AVENUE EDGEWATER NJ 07020 108,000.00
ML662 10266105647 MORALES VICTOR 1748 FILLMORE STREET BRONX NY 10458 162,000.00
ML662 10266105671 BILSE DAVID JOHN 910 LEXINGTON PLACE SAN RAMON CA 94583 27,000.00
ML662 10266105760 OEHLER LYNN 14221 MIRA LOMA ROAD RENO NV 89511 20,000.00
ML662 10266105952 FREDA ALFONSO J 2918 ROOSEVELT STREET WALL NJ 07719 65,500.00
ML662 10266106340 FARBER RICHARD C 162 CARRIAGE TRACE MARIETTA GA 30068 35,000.00
ML662 10266106363 CURTIS L E JR 4209 ARPEGGIO AVENUE SAN JOSE CA 95136 166,400.00
ML662 10266106527 LEE SUNG JOO 12424 52ND PLACE WEST MUKILTEO WA 98275 32,465.00
ML662 10266106757 SACKS CHARLES A 4572 CALVERT STREET CENTER VALLEY PA 18034 64,450.00
ML662 10266106778 WILLIAMS CARRIE 335 SOUTH 10TH AVENUE MOUNT VERNON NY 10550 85,000.00
ML662 10266106780 SACKS CHARLES A 2486 EVANWOOD LANE BATH PA 18014 33,100.00
ML662 10266106817 KRAMER BARBARA 56 COUNTRY VIEW LANE MIDDLE ISLAND NY 11953 69,290.00
ML662 10266107357 SLAUGHTER MILLER B 5123 E FRIESS DRIVE PHOENIX AZ 85254 48,500.00
ML662 10266107368 HARDING MICHAEL TODD 10866 E MERCURY DRIVE APACHE JUNCTION AZ 85220 51,000.00
ML662 10266107415 CARRASCO ENRIQUE 311 CABEZA NEGRA DR SE RIO RANCHO NM 87124 45,000.00
ML662 10266107456 GODFREY RICHARD B 8 CHARLESTON SQUARE EUCLID OH 44143 24,000.00
ML662 10266107517 HUGHES JAMES 28 RENO AVENUE STATEN ISLAND NY 10306 167,500.00
ML662 10266107523 PETERS DANIEL R 19 EVERGREEN ROAD LEBANON PA 17042 50,100.00
ML662 10266107586 DAVIS ALMA 409 N FRANKLIN STREET WILMINGTON DE 19805 55,250.00
ML662 10266107620 SINBANDI NISA SISOUNTHONE 15451 139TH AVE SOUTHEAST RENTON WA 98058 159,000.00
ML662 10266107699 CARROLL JOHN D 15350 ARCHDALE DETROIT MI 48227 78,000.00
ML662 10266107803 ACOSTA ALEX 931 WALKER DRIVE NE ALBUQUERQUE NM 87112 15,000.00
ML662 10266107924 MADALINE GARRY G 409 BOW LANE GILBERTSVILLE PA 19525 24,500.00
ML662 10266107976 FREELAND RAYMOND P ROUTE 4 BOX 4088 DUNCANNON PA 17020 43,000.00
ML662 10266108083 DANIELE GLEN J 1426 L STREET ELMONT NY 11003 49,500.00
ML662 10266108146 TUCCI JOSEPH 3 WOODOAK PLACE GARDEN CITY NY 11530 45,000.00
ML662 10266108180 ELLIS DOTY JR 4809 HIRAM ACWORTH HIGHWAY HIRAM GA 30141 52,000.00
ML662 10266108238 ROGERS LEONARD B 2849 MILLS AVENUE NE WASHINGTON DC 20018 50,000.00
ML662 10266108283 PHILLIPS RONALD J 9 EAST MILLER ROAD NEW PROVIDENCE PA 17560 15,300.00
ML662 10266108332 HAMPTON JOSEPH W III 1101 RED HARVEST ROAD GAMBRILLS MD 21054 19,500.00
ML662 10266108377 MCBRIDE KENNETH 3945 WEST 8010 SOUTH WEST JORDAN UT 84088 37,100.00
ML662 10266108510 PRICE TIMOTHY M 7692 S INDEPENDENCE WAY LITTLETON CO 80123 21,650.00
ML662 10266108838 KEATE JONATHAN B 3857 WEST 8620 SOUTH WEST JORDAN UT 84088 15,445.00
ML662 10266108858 PRITCHARD JAMES P 196 OAK DRIVE DURANGO CO 81301 172,500.00
ML662 10266108883 MOORE LARRY J 627 EAST LAKE DRIVE DECATUR GA 30030 59,500.00
ML662 10266108948 MAGNATERRA PAUL P 12302 MANOR ROAD GLEN ARM MD 21057 57,000.00
ML662 10266108961 ARACE JOSEPH A 6901 SMYTH STREET SPRINGFIELD VA 22151 35,290.00
ML662 10266108964 MUROFF MICKIE BATALO 3 ARPEGE WAY ATLANTA GA 30327 46,800.00
ML662 10266108978 CORVI GLORIA 397 MAIN STREET KEANSBURG NJ 07734 48,000.00
ML662 10266109032 BROOKS IRENE 823 MEETINGHOUSE ROAD AMBLER PA 19002 60,000.00
ML662 10266109118 FARROW PETER G III 522 COMMANCHE TRAIL WHEELING IL 60090 30,000.00
ML662 10266109215 ISRAEL DUANE 4169 SOUTH LONG VALLEY DRIVE WEST VALLEY CITY UT 84120 24,397.00
ML662 10266109282 HALLISY MICHAEL D 2416 BOTT AVE COLORADO SPRINGS CO 80904 32,000.00
ML662 10266109371 WELDAY PIL SUN 22160 CLIPPER DRIVE GREAT MILLS MD 20634 35,000.00
ML662 10266109431 TOWNES TIMBERLAKE M 207 GYPSIE LANE WEST CHESTER PA 18380 41,500.00
ML662 10266109476 RINEHART NORMAN D 1739 SW EVANS STREET PORTLAND OR 97219 88,000.00
ML662 10266109570 RICKE TIMOTHY M 205 SECRET WAY CASSELBERRY FL 32707 42,000.00
ML662 10266109623 MCKEE THOMAS 751 BARD AVENUE STATEN ISLAND NY 10310 175,200.00
ML662 10266109648 BARRERA G MICHAEL 4916 W BEAU CIRCLE SALT LAKE CITY UT 84118 111,600.00
</TABLE>
<TABLE>
<CAPTION>
Cut-off Date First Original Current Scheduled
Principal Payment Maturity Rem Date LTV Mortgage Payment
Sale ID Account Balance Date Date Term Due Ratio Rate Int & Prin
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ML662 10266099781 53,792.69 02/01/96 01/01/26 355.00 06/01/96 70.0 9.500 453.22
ML662 10266101153 40,250.00 06/01/96 05/01/11 179.00 06/01/96 82.4 12.200 420.22
ML662 10266101882 19,956.30 03/13/96 02/13/11 176.42 06/13/96 84.5 10.500 182.95
ML662 10266102483 59,519.27 03/22/96 02/22/11 176.71 07/22/96 51.9 10.200 535.43
ML662 10266103179 131,750.00 06/03/96 05/03/11 179.05 06/03/96 83.9 10.990 1,253.69
ML662 10266103262 183,889.37 05/24/96 04/24/26 358.75 06/24/96 80.0 9.490 1,545.83
ML662 10266103271 37,500.00 05/04/96 04/04/11 178.09 05/04/96 90.0 11.850 446.45
ML662 10266104191 53,070.30 04/12/96 03/12/11 177.34 06/12/96 90.0 9.990 465.60
ML662 10266104655 108,500.00 04/22/96 03/22/11 177.67 06/22/96 70.0 10.450 988.44
ML662 10266104687 42,833.42 05/03/96 04/03/16 238.06 07/03/96 76.7 10.450 427.86
ML662 10266104946 42,000.00 06/01/96 05/01/11 179.00 06/01/96 22.2 11.800 498.68
ML662 10266105073 140,250.00 06/02/96 05/02/26 359.01 06/02/96 85.0 11.700 1,410.32
ML662 10266105313 156,000.00 06/01/96 05/01/11 179.00 06/01/96 80.0 9.750 1,340.28
ML662 10266105644 108,000.00 05/26/96 04/26/11 178.82 05/26/96 80.0 10.500 987.92
ML662 10266105647 162,000.00 05/01/96 04/01/16 238.00 06/01/96 90.0 10.950 1,666.64
ML662 10266105671 27,000.00 05/10/96 04/10/11 178.29 06/10/96 85.0 11.850 321.44
ML662 10266105760 20,000.00 06/01/96 05/01/11 179.00 06/01/96 59.7 10.700 223.57
ML662 10266105952 65,500.00 06/01/96 05/01/11 179.00 06/01/96 43.6 9.750 562.75
ML662 10266106340 35,000.00 04/13/96 03/13/11 177.37 05/13/96 52.0 12.750 380.34
ML662 10266106363 166,400.00 04/22/96 03/22/26 357.67 05/22/96 80.0 12.690 1,800.48
ML662 10266106527 32,465.00 06/01/96 05/01/11 179.00 06/01/96 84.9 13.200 415.04
ML662 10266106757 64,450.00 04/27/96 03/27/26 357.83 06/27/96 82.0 12.200 672.88
ML662 10266106778 85,000.00 06/01/96 05/01/11 179.00 06/01/96 48.5 9.500 887.59
ML662 10266106780 33,100.00 04/27/96 03/27/11 177.83 06/27/96 70.0 10.700 307.74
ML662 10266106817 69,176.47 05/23/96 04/23/16 238.72 06/23/96 69.9 10.550 694.11
ML662 10266107357 48,500.00 06/01/96 05/01/16 239.00 06/01/96 83.5 9.490 451.77
ML662 10266107368 51,000.00 06/01/96 05/01/26 359.00 06/01/96 85.0 11.490 504.66
ML662 10266107415 45,000.00 05/22/96 04/22/11 178.68 05/22/96 50.0 11.500 445.63
ML662 10266107456 24,000.00 06/08/96 05/08/11 179.21 06/08/96 64.8 9.990 257.76
ML662 10266107517 167,500.00 06/03/96 05/03/26 359.05 06/03/96 85.8 8.150 1,246.62
ML662 10266107523 49,980.54 04/25/96 03/25/26 357.76 06/25/96 79.9 9.650 426.76
ML662 10266107586 55,250.00 06/02/96 05/02/26 359.01 06/02/96 85.0 12.200 576.83
ML662 10266107620 158,728.12 05/12/96 04/12/26 358.36 06/12/96 76.4 11.450 1,568.50
ML662 10266107699 78,000.00 06/02/96 05/02/11 179.01 06/02/96 67.8 9.990 683.93
ML662 10266107803 15,000.00 06/03/96 05/03/11 179.05 06/03/96 89.0 11.150 171.91
ML662 10266107924 24,500.00 05/22/96 04/22/11 178.68 05/22/96 84.1 11.990 293.88
ML662 10266107976 43,000.00 06/01/96 05/01/11 179.00 06/01/96 79.7 9.650 452.92
ML662 10266108083 49,500.00 06/01/96 05/01/16 239.00 06/01/96 79.7 12.200 551.96
ML662 10266108146 45,000.00 06/01/96 05/01/16 239.00 06/01/96 69.7 11.900 492.36
ML662 10266108180 51,711.54 05/22/96 04/22/06 118.68 06/22/96 68.4 9.990 686.90
ML662 10266108238 50,000.00 06/06/96 05/06/11 179.15 06/06/96 47.6 8.150 482.17
ML662 10266108283 15,300.00 04/27/96 03/27/11 177.83 05/27/96 89.9 10.900 172.94
ML662 10266108332 19,500.00 06/06/96 05/06/11 179.15 06/06/96 89.9 11.150 223.48
ML662 10266108377 37,032.48 05/03/96 04/03/11 178.06 07/03/96 84.9 13.190 415.92
ML662 10266108510 21,584.98 05/24/96 04/24/11 178.75 06/24/96 84.3 10.490 239.18
ML662 10266108838 15,445.00 06/01/96 05/01/11 179.00 06/01/96 79.9 13.750 179.95
ML662 10266108858 172,500.00 05/08/96 04/08/11 178.22 05/08/96 72.4 10.390 1,563.76
ML662 10266108883 59,500.00 06/01/96 05/01/11 179.00 06/01/96 70.0 9.900 517.76
ML662 10266108948 57,000.00 06/02/96 05/02/11 179.01 06/02/96 64.3 11.600 669.50
ML662 10266108961 35,239.04 06/01/96 05/01/16 239.00 07/01/96 89.9 12.350 397.22
ML662 10266108964 46,800.00 04/26/96 03/26/11 177.80 05/26/96 60.0 10.950 443.92
ML662 10266108978 48,000.00 06/01/96 05/01/11 179.00 06/01/96 45.7 10.450 437.28
ML662 10266109032 60,000.00 06/07/96 05/07/11 179.18 06/07/96 28.3 11.750 710.48
ML662 10266109118 30,000.00 06/08/96 05/08/16 239.21 06/08/96 72.0 12.250 335.57
ML662 10266109215 24,397.00 05/16/96 04/16/11 178.49 06/16/96 90.0 12.350 298.32
ML662 10266109282 31,913.17 05/24/96 04/24/11 178.75 06/24/96 80.4 9.150 327.43
ML662 10266109371 35,000.00 06/07/96 05/07/11 179.18 06/07/96 75.3 9.750 370.78
ML662 10266109431 41,362.06 03/01/96 02/01/11 176.00 06/01/96 89.4 13.990 552.39
ML662 10266109476 88,000.00 06/01/96 05/01/11 179.00 06/01/96 79.2 10.700 818.16
ML662 10266109570 42,000.00 06/01/96 05/01/11 179.00 06/01/96 74.5 12.000 504.07
ML662 10266109623 175,200.00 05/24/96 04/24/11 178.75 05/24/96 80.0 10.600 1,615.74
ML662 10266109648 111,381.65 05/25/96 04/25/26 358.78 06/25/96 90.0 10.500 1,020.85
</TABLE>
<PAGE>
Page 19
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule
A division of Superior Bank FSB 1996-2 Class 1 - Initial Pool of Fixed Rate Mortgages - Settlement 6/19/96
Principal
Zip Balance at
Sale ID Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ML662 10266109797 GRIFFIN DENNIS M 47 NORTH AYERS ROAD COVENTRY CT 06238 68,000.00
ML662 10266109854 KNEPSHIELD SHERRY E RD 1 BOX 158 VANDERGRIFT PA 15690 87,550.00
ML662 10266109925 WRIGHT LINDA A GLASS 3715 SOUTH ROSLYN WAY DENVER CO 80237 220,500.00
ML662 10266109993 WOJTOWICZ MARK J 105 STARR AVENUE NEWINGTON CT 06111 52,600.00
ML662 10266109997 MCCLATCHIE FITZROY 183-14 DUNLOP AVENUE ST ALBANS NY 11412 100,000.00
ML662 10266110086 STOKESBEARY LLOYD G 17120 EAST KENYON PLACE AURORA CO 80013 23,000.00
ML662 10266110203 WINE BERNARD J 1060 REILLY STREET BAY SHORE NY 11706 23,050.00
ML662 10266110217 BASSO ANTHONY V 166 EAST 10TH STREET HUNTINGTON STATION NY 11746 24,825.00
ML662 10266110266 WHITE CHARLES 162 LAKE DRIVE WYANDANCH NY 11798 64,600.00
ML662 10266110285 BURTON SR ALEXANDER C 4490 NORTH DURHAM COURT DENVER CO 80239 22,100.00
ML662 10266110297 MAYS RICHARD L JR 543 AMOS AVENUE VINELAND NJ 08360 27,150.00
ML662 10266110314 LOMBARDO PETER 179 CAYUGA AVENUE DEER PARK NY 11729 96,200.00
ML662 10266110418 ANDERSON ERIC M III 70 MIDWOOD ROAD BRANFORD CT 06405 95,000.00
ML662 10266110437 BLAKELY SHARON E 2032 BRIGHTON SHORE STREET LAS VEGAS NV 89128 10,400.00
ML662 10266110492 CUMMINS SUZANNE 13010 N E 87TH STREET KIRKLAND WA 98033 23,134.00
ML662 10266110520 NICHOLS DONALD E 11726 SHERMAN STREET NORTHGLENN CO 80233 20,350.00
ML662 10266110612 HUMPHREY CHRISTOPHER L 559 SOUTH HOOVER STREET MIDVALE UT 84047 28,000.00
ML662 10266110658 GERAGHTY THOMAS A 599 17TH STREET BROOKLYN NY 11218 195,500.00
ML662 10266110669 CLOWARD DALE LITSTER 7475 WEST BURR DRIVE MAGNA UT 84044 19,500.00
ML662 10266110708 CALL BOYCE L 85 NORTH 4500 WEST WEST POINT UT 84015 15,000.00
ML662 10266110713 SUMMERS DANIEL A JR 948 E EDISON ST TUCSON AZ 85719 84,000.00
ML662 10266110721 ELLIS ARTHUR G 2597 WEST 3935 SOUTH WEST VALLEY CITY UT 84119 41,500.00
ML662 10266110922 BARTON LINDA S 7410 E GARFIELD ST SCOTTSDALE AZ 85257 53,600.00
ML662 10266110925 PEIFFER KENNETH J 145 S PINE GROVE ST FREDERICKSBURG PA 17026 76,500.00
ML662 10266110931 GREENHOUSE HOWARD B 14204 FULLERTON ROAD WOODBRIDGE VA 22193 25,000.00
ML662 10266110952 GOMEZ RONALD D 9777 SOUTH CHESAPEAKE DRIVE SOUTH JORDAN UT 84095 27,188.00
ML662 10266110979 HOWE JEFFERY L 4655 87TH TERRACE NORTH PINELLAS PARK FL 34666 21,358.00
ML662 10266111078 COMBS MARC 631 HALSEY STREET BROOKLYN NY 11233 21,500.00
ML662 10266111098 HITE JOHN P 13165 SOUTH MINE TRAIL FLORAL CITY FL 34436 73,000.00
ML662 10266111103 BACOTE CAPELL JR 29 UPLAND TERRACE ANSONIA CT 06401 65,000.00
ML662 10266111118 MIRANDA OSCAR R 4650 N BANYON TREE DRIVE TUCSON AZ 85749 26,000.00
ML662 10266111126 MARTIN EDDRIAN 100-31 221ST STREET QUEENS VILLAGE NY 11421 30,000.00
ML662 10266111419 FARIA NANCY JEAN 18521 PHLOX DRIVE FT MEYERS FL 33912 72,550.00
ML662 10266111427 RODRIGUEZ MARITZA 102 WESSINGTON AVENUE GARFIELD NJ 07026 126,000.00
ML662 10266111444 ALVIZU SUSAN M 6652 EAST PHILLIPS PLACE ENGLEWOOD CO 80112 45,700.00
ML662 10266111476 HESSLING JEANNE M 3870 WEST 8010 SOUTH WEST JORDAN UT 84088 29,702.00
ML662 10266111477 WARREN DAVID 1090 PARKWOOD BOULEVARD SCHENECTADY NY 12301 50,700.00
ML662 10266111668 LAWHORNE EVA M 22 SOUTH RONALD DRIVE AMITYVILLE NY 11701 99,000.00
ML662 10266111685 WALKER WILSON C 4239 NE WISTARIA DRIVE PORTLAND OR 97213 192,000.00
ML662 10266111703 URSU PETER M 18101 DORAL DRIVE FORT MYERS FL 33912 49,775.00
ML662 10266111764 POGGI EMIL J 4434 W FALLEN LEAF LANE GLENDALE AZ 85310 44,000.00
ML662 10266111785 HEATH RYAN B 487 EAST 620 SOUTH SALEM UT 84653 12,600.00
ML662 10266111841 SHARP DENINA L 3113 LUPINE DRIVE INDIANAPOLIS IN 46224 75,600.00
ML662 10266111856 WHITEHEAD KEVIN 1822 N WASHINGTON AVENUE CLEARWATER FL 34615 63,750.00
ML662 10266111876 OHERN DENNIS 10912 126TH TERRACE NORTH LARGO FL 34648 12,500.00
ML662 10266111897 PATRICK EDWARD B 348 GANA COURT HENDERSON NV 89014 31,210.00
ML662 10266111948 GENTILE PAUL JACQUES 16409 BOND MILL ROAD LAUREL MD 20707 66,100.00
ML662 10266111973 ROBINSON DAVID E 16681 EAST ITHACA PLACE AURORA CO 80013 92,000.00
ML662 10266112064 WEYDE ROBERT J JR 2801 WEST HORATIO STREET TAMPA FL 33609 24,000.00
ML662 10266112106 WAKEFIELD JOSEPH PAUL 2125 N WALNUT AVENUE TUCSON AZ 85712 86,400.00
ML662 10266112131 MOISE HARRY DESMOND 2613 WILLARD DRIVE COLORADO SPRINGS CO 80911 18,000.00
ML662 10266112174 MCCLIMANS GREGORY S 401 DRUID ROAD WEST CLEARWATER FL 34616 145,000.00
ML662 10266112269 LONG DENNIS F 115 SUNHIGH DRIVE THURMONT MD 21788 20,000.00
ML662 10266112312 DIAZ CARLOS LUIS 911 SOUTH FOURTH STREET ALLENTOWN PA 18103 44,270.00
ML662 10266112314 MARIANI JOSEPH III 322 COLUMBUS AVENUE TUCKAHOE NY 10707 30,000.00
ML662 10266112331 SWAN SAMUEL R JR 132 MCBRIDE ROAD CANONSBURG PA 15317 104,300.00
ML662 10266112372 YORK WAYNE E 1901 HIGHLAND DRIVE FERNANDINA BEACH FL 32034 70,400.00
ML662 10266112551 WHITE PERRY D 2044 GROVE STREET EUGENE OR 97404 84,000.00
ML662 10266112593 COCK EDWIN B 3213 SOUTH STERLING AVENUE TAMPA FL 33629 65,500.00
ML662 10266112801 JONES DONALD 15 JEAN STREET HAMDEN CT 06517 89,600.00
ML662 10266112834 MARTIN JUDITH M 19350 MEYERS DETROIT MI 48235 15,900.00
ML662 10266112915 SIEFERT WALTER 3217 UNION BOULEVARD EAST ISLIP NY 11730 108,000.00
</TABLE>
<TABLE>
<CAPTION>
Cut-off Date First Original Current Scheduled
Principal Payment Maturity Rem Date LTV Mortgage Payment
Sale ID Account Balance Date Date Term Due Ratio Rate Int & Prin
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ML662 10266109797 67,970.96 06/01/96 05/01/11 179.00 07/01/96 85.0 11.950 696.84
ML662 10266109854 87,550.00 06/03/96 05/03/26 359.05 06/03/96 85.0 11.950 897.18
ML662 10266109925 220,500.00 05/26/96 04/26/26 358.82 05/26/96 90.0 10.875 2,079.07
ML662 10266109993 52,600.00 05/23/96 04/23/11 178.72 06/23/96 76.4 11.950 539.03
ML662 10266109997 100,000.00 06/01/96 05/01/11 179.00 06/01/96 78.7 10.250 896.10
ML662 10266110086 22,981.00 05/26/96 04/26/11 178.82 06/26/96 84.8 12.000 276.04
ML662 10266110203 23,050.00 05/26/96 04/26/11 178.82 06/26/96 84.8 11.450 227.38
ML662 10266110217 24,812.53 06/01/96 05/01/11 179.00 07/01/96 90.0 10.800 232.67
ML662 10266110266 64,600.00 06/01/96 05/01/26 359.00 06/01/96 85.0 11.500 639.73
ML662 10266110285 22,100.00 05/24/96 04/24/11 178.75 05/24/96 84.4 12.450 271.67
ML662 10266110297 27,092.29 05/15/96 04/15/11 178.45 06/15/96 85.9 12.640 292.71
ML662 10266110314 96,200.00 04/26/96 03/26/11 177.80 05/26/96 65.0 10.500 1,063.39
ML662 10266110418 95,000.00 06/03/96 05/03/11 179.05 06/03/96 59.3 12.750 1,032.36
ML662 10266110437 10,399.60 05/17/96 04/17/11 178.52 06/17/96 84.9 12.450 127.84
ML662 10266110492 23,134.00 06/01/96 05/01/11 179.00 06/01/96 88.0 11.900 236.18
ML662 10266110520 20,350.00 05/26/96 04/26/11 178.82 05/26/96 84.8 11.150 233.22
ML662 10266110612 27,833.25 05/03/96 04/03/11 178.06 07/03/96 89.6 11.940 334.97
ML662 10266110658 195,500.00 06/01/96 05/01/11 179.00 06/01/96 85.0 9.400 1,629.63
ML662 10266110669 19,277.01 05/22/96 04/22/11 178.68 07/22/96 78.5 10.690 181.15
ML662 10266110708 15,000.00 06/03/96 05/03/11 179.05 06/03/96 74.3 13.750 197.25
ML662 10266110713 84,000.00 05/24/96 04/24/11 178.75 06/24/96 70.0 9.990 736.54
ML662 10266110721 41,500.00 05/03/96 04/03/11 178.06 06/03/96 86.1 12.350 507.45
ML662 10266110922 53,600.00 05/26/96 04/26/11 178.82 05/26/96 72.4 10.900 506.40
ML662 10266110925 76,500.00 06/01/96 05/01/11 179.00 06/01/96 90.0 10.850 719.87
ML662 10266110931 24,946.18 05/25/96 04/25/11 178.78 06/25/96 89.4 10.900 282.58
ML662 10266110952 27,099.12 05/26/96 04/26/11 178.82 06/26/96 89.8 11.400 267.17
ML662 10266110979 21,358.00 06/01/96 05/01/11 179.00 06/01/96 84.8 11.740 252.77
ML662 10266111078 21,500.00 05/19/96 04/19/11 178.59 05/19/96 90.0 12.090 259.28
ML662 10266111098 73,000.00 06/01/96 05/01/16 239.00 06/01/96 66.3 9.950 702.05
ML662 10266111103 65,000.00 06/01/96 05/01/16 239.00 06/01/96 79.9 13.250 773.13
ML662 10266111118 25,880.09 06/01/96 05/01/11 179.00 07/01/96 87.4 11.000 295.52
ML662 10266111126 30,000.00 06/01/96 05/01/11 179.00 06/01/96 70.5 12.000 308.58
ML662 10266111419 72,550.00 06/07/96 05/07/11 179.18 06/07/96 69.0 10.150 644.73
ML662 10266111427 126,000.00 06/01/96 05/01/26 359.00 06/01/96 90.0 10.400 1,143.16
ML662 10266111444 45,700.00 06/01/96 05/01/11 179.00 06/01/96 90.0 11.000 435.21
ML662 10266111476 29,702.00 05/10/96 04/10/11 178.29 05/10/96 75.0 11.690 350.57
ML662 10266111477 50,700.00 06/01/96 05/01/11 179.00 06/01/96 74.5 13.190 568.38
ML662 10266111668 98,892.93 05/23/96 04/23/11 178.72 06/23/96 86.0 11.500 980.39
ML662 10266111685 192,000.00 06/01/96 05/01/16 239.00 06/01/96 80.0 9.850 1,833.80
ML662 10266111703 49,619.05 06/01/96 05/01/11 179.00 07/01/96 85.0 11.950 595.78
ML662 10266111764 43,864.12 06/01/96 05/01/11 179.00 07/01/96 83.5 12.450 540.88
ML662 10266111785 12,572.20 06/01/96 05/01/11 179.00 07/01/96 78.2 13.750 146.80
ML662 10266111841 75,517.61 06/03/96 05/03/11 179.05 07/03/96 80.0 10.700 702.87
ML662 10266111856 63,750.00 06/07/96 05/07/11 179.18 06/07/96 85.0 9.900 681.17
ML662 10266111876 12,459.57 06/03/96 05/03/11 179.05 07/03/96 76.1 10.950 141.68
ML662 10266111897 31,210.00 05/22/96 04/22/11 178.68 05/22/96 89.9 11.150 357.68
ML662 10266111948 66,100.00 06/10/96 05/10/11 179.28 06/10/96 89.8 10.150 716.39
ML662 10266111973 92,000.00 06/01/96 05/01/26 359.00 06/01/96 80.0 12.950 1,014.11
ML662 10266112064 24,000.00 06/01/96 05/01/11 179.00 06/01/96 86.0 11.150 275.05
ML662 10266112106 86,400.00 06/01/96 05/01/11 179.00 06/01/96 80.0 9.900 751.84
ML662 10266112131 18,000.00 06/01/96 05/01/11 179.00 06/01/96 79.5 13.100 200.52
ML662 10266112174 145,000.00 06/07/96 05/07/11 179.18 06/07/96 79.7 12.700 1,806.07
ML662 10266112269 20,000.00 06/01/96 05/01/11 179.00 06/01/96 83.8 12.450 212.68
ML662 10266112312 44,270.00 06/07/96 05/07/26 359.18 06/07/96 89.3 10.400 401.65
ML662 10266112314 30,000.00 06/08/96 05/08/11 179.21 06/08/96 77.9 10.750 336.28
ML662 10266112331 104,300.00 06/02/96 05/02/11 179.01 06/02/96 74.9 11.450 1,028.90
ML662 10266112372 70,400.00 05/24/96 04/24/11 178.75 05/24/96 79.9 9.950 754.37
ML662 10266112551 84,000.00 05/25/96 04/25/11 178.78 05/25/96 80.0 9.900 730.96
ML662 10266112593 65,500.00 05/26/96 04/26/11 178.82 05/26/96 49.6 11.990 673.24
ML662 10266112801 89,600.00 06/03/96 05/03/26 359.05 06/03/96 80.0 13.950 1,058.10
ML662 10266112834 15,900.00 06/01/96 05/01/16 239.00 06/01/96 54.8 13.750 194.84
ML662 10266112915 108,000.00 06/01/96 05/01/11 179.00 06/01/96 80.0 10.500 987.92
</TABLE>
<PAGE>
Page 20
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule
A division of Superior Bank FSB 1996-2 Class 1 - Initial Pool of Fixed Rate Mortgages - Settlement 6/19/96
Principal
Zip Balance at
Sale ID Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ML662 10266113123 GAGLIARDI ANDREW 16 ASTOR DRIVE MANALAPAN NJ 07726 38,000.00
ML662 10266113125 SANDS JAMES W 451 NE 155TH STREET ROAD CITRA FL 32113 70,000.00
ML662 10266113148 PLUMMER GARY J 8 BRIARWOOD LANE WALDEN NY 12586 35,000.00
ML662 10266113183 WEBSTER GERALD K 6243 SAUK TRAIL SALINE MI 48176 138,600.00
ML662 10266113197 JACKSON SCOTT M 11004 MAYFLOWER ROAD SPRING HILL FL 34608 59,500.00
ML662 10266113199 RODRIGUES RICARDO M 201 GENERAL SOMERVELL ST NE ALBUQUERQUE NM 87112 68,004.00
ML662 10266113388 BRIMLEY THOMAS E 680 EAST FAMILY CIRCLE SANDY UT 84070 13,500.00
ML662 10266113449 KENT J EDGAR 177 FIRWOOD DRIVE BRIDGEVILLE PA 15017 112,800.00
ML662 10266113468 PERRYMAN CAROLYN 296 CHATTERTOWN PARKWAY HARTSDALE NY 10530 45,000.00
ML662 10266113535 KUMOR RONALD M 5624 RIDDLE ROAD HOLIDAY FL 34690 76,600.00
ML662 10266113546 LAUGHLIN ROLLAND E 1787 ASHTON DR LEBANON PA 17046 116,800.00
ML662 10266113797 UMHOEFER LEONARD J JR 9725 SAN LORENZO WAY PORT RICHEY FL 34668 22,000.00
ML662 10266113850 AL-JABERI KHALDOON 4826 MIDDLESEX DEARBORN MI 48126 62,900.00
ML662 10266113920 PAGE JAMES M 15 17 SPRINGMEADOW DRIVE KINGS PARK NY 11754 62,000.00
ML662 10266114006 MCWILLIAMS ROBBIN 1013 EAST GILBERT STREET INDIANAPOLIS IN 46227 77,000.00
---------------------------------------- ------------------
139 Sale Total 8,790,953.00
</TABLE>
<TABLE>
<CAPTION>
Cut-off Date First Original Current Scheduled
Principal Payment Maturity Rem Date LTV Mortgage Payment
Sale ID Account Balance Date Date Term Due Ratio Rate Int & Prin
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ML662 10266113123 37,949.35 04/21/96 03/21/16 237.63 06/21/96 80.2 9.990 366.46
ML662 10266113125 69,774.41 06/07/96 05/07/11 179.18 07/07/96 67.3 11.150 674.57
ML662 10266113148 35,000.00 06/01/96 05/01/16 239.00 06/01/96 71.3 10.150 341.24
ML662 10266113183 138,600.00 05/25/96 04/25/26 358.78 05/25/96 87.7 10.900 1,309.46
ML662 10266113197 59,500.00 06/03/96 05/03/26 359.05 06/03/96 85.0 9.600 504.66
ML662 10266113199 67,930.48 06/01/96 05/01/11 179.00 07/01/96 84.9 11.750 686.44
ML662 10266113388 13,493.68 06/01/96 05/01/11 179.00 07/01/96 89.2 11.250 131.12
ML662 10266113449 112,800.00 06/03/96 05/03/11 179.05 06/03/96 80.0 9.900 1,205.26
ML662 10266113468 45,000.00 06/01/96 05/01/06 119.00 06/01/96 83.0 10.500 607.21
ML662 10266113535 76,600.00 06/08/96 05/08/11 179.21 06/08/96 78.9 9.050 619.10
ML662 10266113546 116,800.00 06/06/96 05/06/16 239.15 06/06/96 80.0 10.990 1,204.80
ML662 10266113797 22,000.00 06/01/96 05/01/08 143.00 06/01/96 76.6 11.450 281.67
ML662 10266113850 62,900.00 06/06/96 05/06/11 179.15 06/06/96 85.0 9.900 672.08
ML662 10266113920 62,000.00 06/08/96 05/08/11 179.21 06/08/96 74.8 9.500 647.42
ML662 10266114006 76,801.29 06/01/96 05/01/26 359.00 07/01/96 89.0 10.900 727.48
------------ ------------ ----------------------------------------
8,786,719.12 230.05 78.1 10.897 87,939.47
</TABLE>
<PAGE>
Page 21
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule
A division of Superior Bank FSB 1996-2 Class 1 - Initial Pool of Fixed Rate Mortgages - Settlement 6/19/96
Principal
Zip Balance at
Sale ID Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ML663 10266082104 MCCALL KENNETH 124 SHERMAN PLACE SOUTH ORANGE NJ 07079 13,000.00
ML663 10266088202 ROLA DOMINGOS V 1201 LEVICK STREET PHILADELPHIA PA 19149 55,300.00
ML663 10266090023 MANCUSO CHRISTOPHER A 43 WILLIAM AVENUE GREENSBURG PA 15601 42,400.00
ML663 10266102778 RIGOGLIOSO JOSEPH P 149 WOODSIDE AVENUE BRIDGEPORT CT 06606 77,400.00
ML663 10266103491 MEHYAR BURHAN 144 EAST ROANOKE DRIVE TOMS RIVER NJ 08753 148,500.00
ML663 10266104230 VUONO DARREN 575 ARLINGTON AVENUE PHILLIPSBURG NJ 08865 39,920.00
ML663 10266104612 HAPANIEWSKI WILLIAM 1449 CENTER AVENUE CHICAGO HEIGHTS IL 60411 46,700.00
ML663 10266104798 MARTINEZ DONALD J 6819 WEST 4085 SOUTH WEST VALLEY CITY UT 84120 29,074.00
ML663 10266104869 RASMUSSEN MICHAEL J 14730 SW SURREY COURT BEAVERTON OR 97006 16,750.00
ML663 10266105018 KIM DAVID 476 KENORA DRIVE MILLERSVILLE MD 21108 60,000.00
ML663 10266105707 GONZALEZ LETICIA MARIA 3665 ELM STREET DENVER CO 80207 54,500.00
ML663 10266105884 FIELDS STANLEY 4266 FOREST RIDGE ROAD NE SILVERTON OR 97381 123,800.00
ML663 10266105972 BUCHANAN JON D 3527 SOUTH BENNETT STREET SEATTLE WA 98118 13,500.00
ML663 10266106375 FLETCHER SANDRA L 9636 S GREENWOOD AVE CHICAGO IL 60628 55,800.00
ML663 10266106441 ASH RAMI 17 PINE HILL DRIVE SOUTH SALEM NY 10590 348,000.00
ML663 10266106509 TRUJILLO JAMES D 1352 S IRVING STREET DENVER CO 80219 15,000.00
ML663 10266106515 TATE LARRY W 1248 RIVER BLUFF DRIVE OAKDALE CA 95361 20,050.00
ML663 10266106635 ALLEYNE WISHART EMERSON 1722 DEAN STREET BROOKLYN NY 11213 20,000.00
ML663 10266106998 ROUNDTREE MAMIE LOUISE 3800 65TH AVENUE HYATTSVILLE MD 20784 121,500.00
ML663 10266107010 AUSTIN LESSIE MAE 1529 NORTH 55TH STREET PHILADELPHIA PA 19131 27,600.00
ML663 10266107117 THOMAS EDDIE 4505 VALLEY BROOK DRIVE COLLEGE PARK GA 30349 70,300.00
ML663 10266107201 OWEN STEPHEN R 4866 JUNIPER LANE EVERGREEN CO 80439 42,500.00
ML663 10266107239 NEIL BRENT 165 WEST 200 NORTH LINDON UT 84042 21,500.00
ML663 10266107378 SABINO MICHAEL J 225 BILTMORE STREET NORTH ARLINGTON NJ 07031 145,000.00
ML663 10266107624 GIRARDO JAMES N 3191 EAST BELL CANYON ROAD SANDY UT 84092 36,075.00
ML663 10266107625 BRAUN DAVID 2319 WEST 13145 SOUTH RIVERTON UT 84065 35,100.00
ML663 10266107654 MUSSER SANDRA J 10122 TARPON DRIVE TREASURE ISLAND FL 33706 60,000.00
ML663 10266107704 HUBBARD RAYMOND G 4478 CARPENTER BRIDGE ROAD FELTON DE 19943 133,650.00
ML663 10266107722 DICKENS KEITH P 5143 WEST DAKIN CHICAGO IL 60641 20,000.00
ML663 10266107977 FISHER ROBERT L 285 MANATAWNY STREET POTTSTOWN PA 19464 50,400.00
ML663 10266107990 KROMER ROSEMARY E 800 MARYLAND ST WHITEHALL PA 18052 56,400.00
ML663 10266107995 HENEGHAN PAUL 48 ELLINGWOOD AVENUE BILLERICA MA 01821 100,000.00
ML663 10266108049 MCCABE LEO E JR 296 PUMICE LOOP NE RIO RANCHO NM 87124 24,295.00
ML663 10266108071 PESCE STEPHEN 11 WILLOW DRIVE ENGLEWOOD CLIFFS NJ 07632 310,000.00
ML663 10266108172 RODRIQUEZ AUGUSTIN 170 WICKS ROAD BRENTWOOD NY 11717 83,000.00
ML663 10266108215 SPRAGUE RONNY G 3744 WEST BUCKNELL DRIVE HIGHLANDS RANCH CO 80126 15,000.00
ML663 10266108264 GILL BARBARA J 1070 COVENTRY WAY #A2 BLDG 3 MAHWAH NJ 07430 50,000.00
ML663 10266108272 AGUILAR MERCY 172 WHITETAIL LANE CENTRAL ISLIP NY 11722 110,500.00
ML663 10266108391 HIBBERT CONRAD 2 WYANOKE STREET WHITE PLAINS NY 10606 45,000.00
ML663 10266108405 SCOTT KENT D 5509 SOUTH LISBON STREET AURORA CO 80015 29,000.00
ML663 10266108557 BRYANT ROBERT E 1722 SOUTH 300 EAST KAYSVILLE UT 84037 15,138.00
ML663 10266108568 GRUBB RICHARD A 26005 WILKERSON ROAD CONIFER CO 80433 41,900.00
ML663 10266108734 STACK WILLIAM N 1501 KATHLEEN WAY ELK GROVE VILLAGE IL 60007 38,400.00
ML663 10266108842 SERINI JAMES PATRICK 344 VINEYARD AVENUE HIGHLAND NY 12528 139,500.00
ML663 10266108854 IESO MICHAEL J DE 2264 SOUTHWEST 34TH WAY FT LAUDERDALE FL 33312 63,750.00
ML663 10266108899 FORBES BILLIE J 7701 STARKEY ROAD BLDG 21 LARGO FL 34647 24,700.00
ML663 10266108921 HOLMAN DELORIS M 8713 S. MERRILL CHICAGO IL 60617 18,000.00
ML663 10266109077 DAVIS MARC J 3532 SOUTH GARDEN GATE DRIVE WEST VALLEY CITY UT 84120 26,000.00
ML663 10266109210 ATKINSON TROYE H 5397 WEST LEWISCLARK SALT LAKE CITY UT 84118 10,747.00
ML663 10266109277 ARMSTEAD WILLIAM D 268 SPRING DRIVE PINE CO 80470 35,000.00
ML663 10266109401 BURDETTE KELLY 1065 EAST SHARRON COURT OGDEN UT 84404 46,289.00
ML663 10266109429 GHERARDI RICHARD J 11 BONAC WOODS LANE EAST HAMPTON NY 11937 50,000.00
ML663 10266109477 SEGUIN DIANE M 548 WEST 300 SOUTH OREM UT 84058 126,000.00
ML663 10266109504 CAROZZA FRANK 858 MIDLAND AVENUE YONKERS NY 10704 200,000.00
ML663 10266109639 MILLER KIM 198 WEST 100 NORTH HERRIMAN UT 84065 17,119.00
ML663 10266109650 DANVERS TRENT L 3868 SOUTH 400 EAST SALT LAKE CITY UT 84115 21,700.00
ML663 10266109671 MAXWELL MARSHALL K 5024 NORTHWIND ROAD LAS CRUCES NM 88005 142,000.00
ML663 10266109676 ALSAID MUHAMMAD 6826 HENRY AVENUE PHILADELPHIA PA 19128 90,000.00
ML663 10266109701 LUND JOHN F 7326 SOUTH NUTREE DRIVE SALT LAKE CITY UT 84124 128,800.00
ML663 10266109858 WILSON REGINALD SR 3917 STOKES DRIVE BALTIMORE MD 21229 56,250.00
ML663 10266109869 TREMINS JOSEPH L WEST ROAD BOX 3562 FORT ANN NY 12827 48,100.00
ML663 10266109883 SLANN RICHARD A 307 SOLAR DRIVE COLORADO SPRINGS CO 80903 13,000.00
</TABLE>
<TABLE>
<CAPTION>
Cut-off Date First Original Current Scheduled
Principal Payment Maturity Rem Date LTV Mortgage Payment
Sale ID Account Balance Date Date Term Due Ratio Rate Int & Prin
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ML663 10266082104 12,506.84 09/14/95 08/14/05 110.40 06/14/96 79.9 12.990 194.03
ML663 10266088202 54,066.92 07/14/95 06/14/10 168.39 07/14/96 73.7 10.990 526.22
ML663 10266090023 42,327.08 11/20/95 10/20/10 172.60 06/20/96 80.0 12.750 460.76
ML663 10266102778 77,400.00 06/08/96 05/08/11 179.21 06/08/96 60.0 10.490 707.43
ML663 10266103491 148,034.65 05/04/96 04/04/11 178.09 06/04/96 90.0 10.650 1,375.07
ML663 10266104230 39,888.74 06/02/96 05/02/26 359.01 07/02/96 80.0 11.950 409.09
ML663 10266104612 46,700.00 06/15/96 05/15/16 239.44 06/15/96 54.9 11.500 498.02
ML663 10266104798 29,074.00 04/04/96 03/04/11 177.07 06/04/96 83.8 12.700 362.14
ML663 10266104869 16,750.00 06/10/96 05/10/11 179.28 06/10/96 88.6 11.150 191.96
ML663 10266105018 59,783.68 04/01/96 03/01/11 177.00 07/01/96 45.4 9.600 508.90
ML663 10266105707 54,500.00 06/08/96 05/08/11 179.21 06/08/96 67.2 11.500 539.71
ML663 10266105884 123,800.00 06/06/96 05/06/11 179.15 06/06/96 79.5 11.000 1,178.98
ML663 10266105972 13,500.00 06/01/96 05/01/11 179.00 06/01/96 89.3 11.650 135.24
ML663 10266106375 55,800.00 06/13/96 05/13/16 239.38 06/13/96 71.5 8.800 494.89
ML663 10266106441 348,000.00 06/01/96 05/01/26 359.00 06/01/96 66.9 10.800 3,261.60
ML663 10266106509 15,000.00 06/01/96 05/01/11 179.00 06/01/96 79.2 9.840 159.73
ML663 10266106515 20,005.08 05/22/96 04/22/11 178.68 06/22/96 81.1 11.500 234.22
ML663 10266106635 20,000.00 06/13/96 05/13/11 179.38 06/13/96 62.7 9.900 213.70
ML663 10266106998 121,500.00 05/24/96 04/24/26 358.75 06/24/96 90.0 10.650 1,125.06
ML663 10266107010 27,600.00 06/15/96 05/15/26 359.44 06/15/96 80.0 9.900 240.17
ML663 10266107117 70,300.00 06/08/96 05/08/11 179.21 06/08/96 78.1 9.990 755.02
ML663 10266107201 42,500.00 06/07/96 05/07/11 179.18 06/07/96 72.4 11.350 492.44
ML663 10266107239 21,325.21 05/05/96 04/05/11 178.13 07/05/96 76.4 10.690 199.73
ML663 10266107378 145,000.00 06/03/96 05/03/11 179.05 06/03/96 72.5 9.990 1,271.41
ML663 10266107624 36,024.19 05/03/96 04/03/11 178.06 07/03/96 89.8 11.950 369.68
ML663 10266107625 35,023.48 05/02/96 04/02/11 178.03 07/02/96 89.9 11.950 359.69
ML663 10266107654 59,951.56 06/01/96 05/01/11 179.00 07/01/96 80.0 10.490 548.40
ML663 10266107704 133,650.00 06/10/96 05/10/26 359.28 06/10/96 90.0 9.600 1,133.57
ML663 10266107722 20,000.00 06/16/96 05/16/16 239.47 06/16/96 70.7 11.850 218.13
ML663 10266107977 50,400.00 06/09/96 05/09/11 179.24 06/09/96 70.0 11.500 588.77
ML663 10266107990 56,400.00 06/13/96 05/13/11 179.38 06/13/96 89.9 10.240 504.98
ML663 10266107995 100,000.00 06/01/96 05/01/11 179.00 06/01/96 74.6 9.900 1,068.50
ML663 10266108049 24,295.00 06/03/96 05/03/11 179.05 06/03/96 80.0 12.350 297.07
ML663 10266108071 310,000.00 06/14/96 05/14/11 179.41 06/14/96 84.9 9.400 2,584.06
ML663 10266108172 82,933.00 04/19/96 03/19/11 177.57 06/19/96 88.2 10.500 759.23
ML663 10266108215 15,000.00 06/01/96 05/01/11 179.00 06/01/96 79.1 13.250 192.26
ML663 10266108264 50,000.00 06/07/96 05/07/11 179.18 06/07/96 38.1 10.650 557.36
ML663 10266108272 110,500.00 06/02/96 05/02/26 359.01 06/02/96 85.0 11.000 1,052.32
ML663 10266108391 44,866.02 05/10/96 04/10/11 178.29 06/10/96 73.9 10.650 501.62
ML663 10266108405 29,000.00 06/13/96 05/13/11 179.38 06/13/96 81.1 12.200 302.77
ML663 10266108557 15,079.48 04/20/96 03/20/11 177.60 06/20/96 89.8 12.350 185.10
ML663 10266108568 41,900.00 06/06/96 05/06/11 179.15 06/06/96 89.8 11.400 486.81
ML663 10266108734 38,400.00 06/13/96 05/13/16 239.38 06/13/96 84.9 9.500 357.94
ML663 10266108842 139,500.00 06/09/96 05/09/26 359.24 06/09/96 87.1 10.240 1,249.02
ML663 10266108854 63,750.00 06/02/96 05/02/26 359.01 06/02/96 85.0 9.850 552.40
ML663 10266108899 24,700.00 06/10/96 05/10/06 119.28 06/10/96 65.0 13.450 375.38
ML663 10266108921 18,000.00 06/14/96 05/14/16 239.41 06/14/96 78.8 10.250 176.70
ML663 10266109077 25,973.07 04/20/96 03/20/11 177.60 05/20/96 84.9 13.750 341.90
ML663 10266109210 10,715.03 04/26/96 03/26/11 177.80 06/26/96 85.0 12.940 135.55
ML663 10266109277 35,000.00 06/01/96 05/01/11 179.00 06/01/96 82.2 10.150 379.33
ML663 10266109401 46,289.00 04/27/96 03/27/11 177.83 05/27/96 84.2 12.940 583.84
ML663 10266109429 50,000.00 06/13/96 05/13/11 179.38 06/13/96 71.4 13.100 557.01
ML663 10266109477 126,000.00 06/03/96 05/03/11 179.05 06/03/96 78.7 10.450 1,147.86
ML663 10266109504 200,000.00 06/03/96 05/03/11 179.05 06/03/96 88.8 10.500 1,829.48
ML663 10266109639 17,119.00 04/22/96 03/22/11 177.67 05/22/96 69.9 12.900 188.03
ML663 10266109650 21,602.12 05/19/96 04/19/11 178.59 06/19/96 89.8 12.350 229.07
ML663 10266109671 141,979.13 05/12/96 04/12/11 178.36 06/12/96 80.0 10.450 1,293.62
ML663 10266109676 90,000.00 05/09/96 04/09/26 358.26 06/09/96 90.0 10.240 805.82
ML663 10266109701 128,800.00 06/06/96 05/06/11 179.15 06/06/96 80.0 10.700 1,197.49
ML663 10266109858 56,250.00 06/03/96 05/03/26 359.05 06/03/96 75.0 12.000 578.59
ML663 10266109869 48,100.00 05/23/96 04/23/16 238.72 06/23/96 65.0 13.750 589.42
ML663 10266109883 13,000.00 06/01/96 05/01/11 179.00 06/01/96 73.5 12.250 158.12
</TABLE>
<PAGE>
Page 22
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule
A division of Superior Bank FSB 1996-2 Class 1 - Initial Pool of Fixed Rate Mortgages - Settlement 6/19/96
Principal
Zip Balance at
Sale ID Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ML663 10266109922 CHANCY WILLIAM E 4450 CAROLYN DRIVE COLORADO SPRINGS CO 80916 73,600.00
ML663 10266109981 HERBERT BERNARD 10461 BONITA DETROIT MI 48202 35,000.00
ML663 10266110053 BRIMHALL RICHARD D 4944 SOUTH 4940 WEST SALT LAKE CITY UT 84118 15,000.00
ML663 10266110059 FRANK PAUL MILTON III 9840 DELRAY DRIVE NEW PORT RICHEY FL 34654 76,415.00
ML663 10266110255 MACKEY JAMES H 12789 RED DOG ROAD NEVADA CITY CA 95959 75,000.00
ML663 10266110269 GARCIA RAY 767 WEST FREMONT AVENUE SALT LAKE CITY UT 84104 19,000.00
ML663 10266110318 CHIDESTER LIONEL TRENT 4525 WEST 5460 SOUTH SALT LAKE CITY UT 84118 61,100.00
ML663 10266110486 HARAK FRANK 822 MADISON AVENUE LANGHORNE PA 19047 23,860.00
ML663 10266110521 MUNIZ STEVEN E 114 CHERRY CIRCLE FOUNTAIN CO 80817 26,100.00
ML663 10266110547 PAPPAS PETER 3143 SOUTH NORMAL CHICAGO IL 60616 56,700.00
ML663 10266110605 PATTERSON LANCE T 329 EAST 950 NORTH LEHI UT 84043 30,800.00
ML663 10266110651 REID KIM WAYNE 103 WEST SUNSET VIEW CIRCLE CENTERVILLE UT 84014 66,600.00
ML663 10266110699 MCCRARY CHRISTY M 1949 SOUTH 200 EAST CLEARFIELD UT 84015 25,000.00
ML663 10266110723 STEINAGEL LANE O 1807 WEST 380 SOUTH PROVO UT 84601 42,983.00
ML663 10266110769 MCCORMACK DEBORAH 3223 AMHERST AVENUE LORAIN OH 44052 68,400.00
ML663 10266110777 CLARK RANDALL S 507 W 33RD ST CONNERSVILLE IN 47331 40,800.00
ML663 10266110812 PETTORINO JOHN 26 CAROL AVENUE MANORVILLE NY 11949 23,200.00
ML663 10266110829 TERKELSON KENNY 487 NORTH GRAMERCY AVE OGDEN UT 84404 29,000.00
ML663 10266110896 CLENDENIN CRAIG R 2217 NORTH 1300 WEST CLINTON UT 84015 19,154.00
ML663 10266110903 MONTOYA JAMES A 4954 WEST 6440 SOUTH WEST JORDAN UT 84084 12,089.00
ML663 10266110910 REID PAMELA M 1349 MUIRFOREST DRIVE STONE MOUNTAIN GA 30088 15,000.00
ML663 10266110926 HANLON MARCELYN K 9225 SOUTHWEST ELROSE COURT TIGARD OR 97224 62,388.00
ML663 10266110927 BRENNER CLARENCE L 30 GREENWOOD WAY MONTEREY CA 93940 60,000.00
ML663 10266110937 MORROW ANNIE RUTH 1633 7TH STREET SOUTH SAINT PETERSBURG FL 33701 26,250.00
ML663 10266110946 KNELL PATRICIA A 766 EAST HARRISON AVENUE SALT LAKE CITY UT 84105 22,450.00
ML663 10266110990 ANTHONY WILLIAM M 5865 CRESTMONT AVENUE CLEARWATER FL 34620 72,000.00
ML663 10266111138 WALKER JOSEPH P 1410 CEDAR STREET PUEBLO CO 81004 65,450.00
ML663 10266111170 ALLEN G BUDD 204 EAST 1250 NORTH LAYTON UT 84041 12,300.00
ML663 10266111194 BEACH HOWARD L JR 3013 BRODKIN AVENUE FORT WASHINGTON MD 20744 129,700.00
ML663 10266111197 DALY ROBERT A 4735 S PEARL STREET ENGLEWOOD CO 80110 34,000.00
ML663 10266111346 VOGEL DENNIS V 6338 WEST WAVELAND CHICAGO IL 60634 65,000.00
ML663 10266111383 RETTIG ALFONSO E 5016 NORBECK ROAD ROCKVILLE MD 20853 138,102.00
ML663 10266111388 BENDER MARK 15 THE LOCH ROSLYN ESTATES NY 11576 152,100.00
ML663 10266111417 COOKE MELINDA S 206 EAST FLOYD AVENUE LAKE MARY FL 32746 22,000.00
ML663 10266111458 STOCKL ROBERT 1205 SALEM AVENUE HILLSIDE NJ 07205 108,500.00
ML663 10266111466 FISHER STEPHEN RAND 5524 SOUTH 3335 WEST SALT LAKE CITY UT 84118 22,000.00
ML663 10266111472 GLAZE JOSEPH E 3919 SOUTH 6285 WEST WEST VALLEY CITY UT 84120 28,124.00
ML663 10266111532 LEWIS JERRY DUANE 501 BLOSSOM FIELD ROAD FOUNTAIN CO 80817 12,038.00
ML663 10266111542 LANGDON BARBARA J 3602 WINDFLOWER CIRCLE COLORADO SPRINGS CO 80918 35,000.00
ML663 10266111694 ROGOZINSKI ANTHONY JOSEPH 83 OLD COUNTRY ROAD EAST QUOGUE NY 11942 27,000.00
ML663 10266111718 HOFFENBERG STEVEN 100 WESTFIELD ROAD WHITE PLAINS NY 10605 165,500.00
ML663 10266111746 BELMONT DANIEL C 1695 WEST 380 SOUTH PROVO UT 84601 12,815.00
ML663 10266111749 EBERT KIRK H 802 EAST GRENOBLE DRIVE MIDVALE UT 84047 13,348.00
ML663 10266111753 SCULLY THOMAS J 5 ROSLYN STREET ISLIP TERRACE NY 11752 35,000.00
ML663 10266111762 HILLRIEGEL JAMES 431 WEST BROAD WAY MONTICELLO NY 12701 55,250.00
ML663 10266111777 ROTOLO FRANK P 1385 NOVA COURT SE RIO RANCHO NM 87124 71,800.00
ML663 10266111782 CARLES SHERLYN R 9873 ZEPHYR DRIVE BROOMFIELD CO 80021 144,000.00
ML663 10266111825 FANNING BERNADINE L 3240 RIDGEWOOD AVENUE ASHTABULA OH 44004 60,000.00
ML663 10266111890 OZDEMIR ZEYNEP 11894 EAST WESLEY AVENUE AURORA CO 80014 49,660.00
ML663 10266111956 WAGONER BRADLEY F VAN 889 WEST RIVERBEND DRIVE MURRAY UT 84123 38,700.00
ML663 10266112046 HUNTER KEVIN T 8472 WOODCREEK DRIVE FLORENCE KY 41042 126,700.00
ML663 10266112121 KUTZ DAVID J 18 WORTHINGTON AVENUE BELLMAWR NJ 08031 67,200.00
ML663 10266112187 GRAY JOHN L 3335 SOUTH CORONA STREET ENGLEWOOD CO 80110 102,000.00
ML663 10266112190 ROBINSON AMY MELINDA 1443 SOUTH LINCOLN STREET SALT LAKE CITY UT 84105 42,000.00
ML663 10266112191 STARK CAROL G 1099 EAGLE STREET AURORA CO 80011 11,000.00
ML663 10266112226 DUNN EMILY A 7132 SOUTH WINCHESTER CHICAGO IL 60636 28,000.00
ML663 10266112290 WEICKSEL MICKEY A 1667 OLD PHILADELPHIA PIKE LANCASTER PA 17602 34,700.00
ML663 10266112302 MEYER NORBERT 8732 PAWNEE ROAD PARKER CO 80134 51,743.00
ML663 10266112324 COLES CRAIG K 875 SOUTH 900 EAST SPANISH FORK UT 84660 31,666.00
ML663 10266112450 BOORAZANES WILLIAM J 915 SOUTH LOOMIS CHICAGO IL 60607 75,000.00
ML663 10266112452 GROSS DALE D 3140 RICHLAND LANE AURORA IL 60504 40,000.00
ML663 10266112516 SABATINO MARGARET RITA RD 1 BOX 115D SINPATCH ROAD WASSAIC NY 12592 38,000.00
</TABLE>
<TABLE>
<CAPTION>
Cut-off Date First Original Current Scheduled
Principal Payment Maturity Rem Date LTV Mortgage Payment
Sale ID Account Balance Date Date Term Due Ratio Rate Int & Prin
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ML663 10266109922 73,600.00 06/13/96 05/13/26 359.38 06/13/96 80.0 13.250 828.57
ML663 10266109981 35,000.00 06/13/96 05/13/11 179.38 06/13/96 68.6 11.990 359.75
ML663 10266110053 15,000.00 05/16/96 04/16/16 238.49 06/16/96 89.7 12.350 168.84
ML663 10266110059 76,415.00 06/07/96 05/07/26 359.18 06/07/96 85.0 11.150 736.39
ML663 10266110255 74,969.38 05/23/96 04/23/11 178.72 06/23/96 52.7 12.350 791.72
ML663 10266110269 19,000.00 05/01/96 04/01/11 178.00 06/01/96 80.2 12.940 239.65
ML663 10266110318 61,100.00 05/02/96 04/02/26 358.03 05/02/96 65.0 15.600 801.97
ML663 10266110486 23,860.00 06/06/96 05/06/11 179.15 06/06/96 89.9 10.740 267.31
ML663 10266110521 26,100.00 06/10/96 05/10/11 179.28 06/10/96 76.5 13.750 343.21
ML663 10266110547 56,505.65 06/06/96 05/06/16 239.15 07/06/96 50.1 11.600 608.58
ML663 10266110605 30,800.00 05/03/96 04/03/11 178.06 06/03/96 73.2 11.690 363.53
ML663 10266110651 65,921.02 05/25/96 04/25/11 178.78 07/25/96 84.9 12.650 718.55
ML663 10266110699 25,000.00 06/03/96 05/03/11 179.05 06/03/96 87.2 10.150 270.95
ML663 10266110723 42,983.00 05/04/96 04/04/11 178.09 05/04/96 89.3 11.940 514.21
ML663 10266110769 68,400.00 06/14/96 05/14/26 359.41 06/14/96 90.0 10.550 628.24
ML663 10266110777 40,800.00 06/07/96 05/07/26 359.18 06/07/96 85.0 11.500 404.04
ML663 10266110812 23,200.00 06/08/96 05/08/11 179.21 06/08/96 78.3 13.100 295.06
ML663 10266110829 28,874.92 05/04/96 04/04/11 178.09 06/04/96 87.0 11.940 346.93
ML663 10266110896 19,154.00 05/09/96 04/09/11 178.26 06/09/96 79.5 14.850 266.11
ML663 10266110903 12,089.00 05/04/96 04/04/11 178.09 06/04/96 90.0 12.350 147.82
ML663 10266110910 15,000.00 06/08/96 05/08/11 179.21 06/08/96 78.7 10.990 170.40
ML663 10266110926 62,388.00 06/08/96 05/08/11 179.21 06/08/96 84.4 12.450 663.42
ML663 10266110927 59,994.15 06/01/96 05/01/11 179.00 07/01/96 68.3 12.000 617.17
ML663 10266110937 26,250.00 06/13/96 05/13/11 179.38 06/13/96 75.0 9.650 276.49
ML663 10266110946 22,450.00 06/08/96 05/08/11 179.21 06/08/96 90.0 11.000 255.17
ML663 10266110990 72,000.00 06/07/96 05/07/26 359.18 06/07/96 79.6 10.750 672.11
ML663 10266111138 65,450.00 06/10/96 05/10/26 359.28 06/10/96 81.8 11.500 648.15
ML663 10266111170 12,300.00 05/04/96 04/04/11 178.09 06/04/96 75.9 12.940 155.14
ML663 10266111194 129,700.00 05/25/96 04/25/26 358.78 05/25/96 85.8 10.200 1,157.43
ML663 10266111197 34,000.00 06/08/96 05/08/11 179.21 06/08/96 84.8 9.850 362.25
ML663 10266111346 65,000.00 06/10/96 05/10/16 239.28 06/10/96 45.7 10.600 653.32
ML663 10266111383 138,102.00 06/07/96 05/07/11 179.18 06/07/96 80.9 10.500 1,263.27
ML663 10266111388 152,100.00 06/13/96 05/13/16 239.38 06/13/96 79.9 9.750 1,442.69
ML663 10266111417 21,939.05 06/01/96 05/01/11 179.00 07/01/96 79.9 12.250 267.59
ML663 10266111458 108,500.00 06/14/96 05/14/11 179.41 06/14/96 70.0 8.990 872.24
ML663 10266111466 21,902.25 05/09/96 04/09/11 178.26 06/09/96 72.9 11.690 259.67
ML663 10266111472 27,994.65 05/09/96 04/09/11 178.26 06/09/96 80.6 15.000 393.62
ML663 10266111532 12,038.00 06/14/96 05/14/11 179.41 06/14/96 90.0 11.400 139.86
ML663 10266111542 35,000.00 06/07/96 05/07/11 179.18 06/07/96 39.3 11.750 353.29
ML663 10266111694 27,000.00 06/08/96 05/08/11 179.21 06/08/96 82.9 12.000 324.05
ML663 10266111718 165,500.00 06/14/96 05/14/16 239.41 06/14/96 74.5 11.100 1,719.55
ML663 10266111746 12,806.55 05/10/96 04/10/11 178.29 06/10/96 86.7 12.350 156.70
ML663 10266111749 13,320.08 05/10/96 04/10/11 178.29 06/10/96 89.8 12.350 163.22
ML663 10266111753 35,000.00 06/15/96 05/15/11 179.44 06/15/96 85.1 12.450 430.24
ML663 10266111762 55,224.86 06/01/96 05/01/26 359.00 07/01/96 85.0 11.500 547.14
ML663 10266111777 71,800.00 06/02/96 05/02/11 179.01 06/02/96 80.0 10.450 654.10
ML663 10266111782 144,000.00 06/02/96 05/02/26 359.01 06/02/96 80.0 12.600 1,548.03
ML663 10266111825 60,000.00 06/06/96 05/06/16 239.15 06/06/96 74.0 11.990 660.23
ML663 10266111890 49,660.00 06/01/96 05/01/11 179.00 06/01/96 80.5 10.700 555.11
ML663 10266111956 38,616.88 05/10/96 04/10/11 178.29 06/10/96 89.9 11.950 463.22
ML663 10266112046 126,700.00 06/14/96 05/14/26 359.41 06/14/96 79.1 10.150 1,125.95
ML663 10266112121 67,200.00 06/07/96 05/07/11 179.18 06/07/96 80.0 13.000 743.37
ML663 10266112187 102,000.00 06/06/96 05/06/26 359.15 06/06/96 89.4 11.150 982.95
ML663 10266112190 42,000.00 06/08/96 05/08/11 179.21 06/08/96 57.1 11.850 427.17
ML663 10266112191 11,000.00 06/01/96 05/01/11 179.00 06/01/96 78.7 14.000 130.34
ML663 10266112226 28,000.00 06/13/96 05/13/16 239.38 06/13/96 50.9 11.250 293.79
ML663 10266112290 34,700.00 06/10/96 05/10/11 179.28 06/10/96 85.0 12.200 420.93
ML663 10266112302 51,743.00 06/06/96 05/06/11 179.15 06/06/96 85.0 12.700 560.27
ML663 10266112324 31,666.00 05/16/96 04/16/11 178.49 06/16/96 89.9 11.940 378.82
ML663 10266112450 75,000.00 06/08/96 05/08/11 179.21 06/08/96 42.8 9.990 657.62
ML663 10266112452 40,000.00 06/14/96 05/14/16 239.41 06/14/96 88.6 11.000 412.88
ML663 10266112516 38,000.00 06/13/96 05/13/16 239.38 06/13/96 84.8 12.200 423.72
</TABLE>
<PAGE>
Page 23
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule
A division of Superior Bank FSB 1996-2 Class 1 - Initial Pool of Fixed Rate Mortgages - Settlement 6/19/96
Principal
Zip Balance at
Sale ID Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ML663 10266112553 INGLEBY RICHARD T JR 629 NORTH 800 WEST SALT LAKE CITY UT 84116 20,036.00
ML663 10266112558 FINDLAY SCOTT R 1209 WEST 1750 NORTH CLINTON UT 84015 38,000.00
ML663 10266112563 GARCIA GREGORY A 5919 SOUTH RED ZINC DRIVE SALT LAKE CITY UT 84118 17,000.00
ML663 10266112595 MARTIN SHIRLEY K 9940 7TH WAY NORTH BLDG 20-10 SAINT PETERSBURG FL 33702 31,800.00
ML663 10266112596 RINGEL HERBERT P 385 SILAS COURT SPRING HILL FL 34609 54,250.00
ML663 10266112622 SANCHEZ ALAN 4150 SANDBERG DRIVE COLORADO SPRINGS CO 80911 20,137.00
ML663 10266112675 GILLETT THERESE A 3140 LONDON DRIVE OLYMPIA FIELDS IL 60461 46,800.00
ML663 10266112728 WATKINS WAYNE 5270 EAST HOLCOMB STREET CASTLE ROCK CO 80104 27,450.00
ML663 10266112751 MIKO DANIEL 13237 MOLITOR CT HUDSON FL 34669 37,000.00
ML663 10266112762 ZUSPAN ROBERT J 5045 WEST 6600 SOUTH WEST JORDAN UT 84084 26,352.00
ML663 10266112766 CRAGUN RANDY L 754 EAST 1175 NORTH OGDEN UT 84404 19,800.00
ML663 10266112767 EBER THOMAS A 15432 N 23RD AVENUE PHOENIX AZ 85023 21,500.00
ML663 10266112935 ZAMILUS BERTHONY 5368 BURGNER STREET PORT CHARLOTTE FL 33981 48,000.00
ML663 10266112975 RIEBESEHL GREG A 7814 E MONTE VISTA ROAD SCOTTSDALE AZ 85257 25,000.00
ML663 10266113026 PALMER ROBIN 4930 OCEANA DRIVE FLORENCE OR 97439 31,000.00
ML663 10266113145 WENTZ KENNETH J 7708 GARDEN LANE JUSTICE IL 60458 104,000.00
ML663 10266113206 NIELSEN CYNTHIA A 1660 SUMMERDALE DR CLEARWATER FL 34624 12,500.00
ML663 10266113306 HARRINGTON ROOSEVELT 1248 NORTH MASON CHICAGO IL 60651 80,700.00
ML663 10266113349 KARWOSKI HENRY A 108 6TH STREET SOMERSET NJ 08873 110,000.00
ML663 10266113558 BUENO JOSEPH 6645 PRESIDENT AVENUE COLORADO SPRINGS CO 80911 71,200.00
ML663 10266113564 ANDERSON WILLIAM JR 960 WICKS DRIVE PALM HARBOR FL 34684 75,200.00
ML663 10266113570 BALLARD JESSE JR 151 BANISTER AVENUE ABERDEEN MD 21001 63,900.00
ML663 10266113590 HOKO SIONE S 1396 SOUTH STEWART STREET SALT LAKE CITY UT 84104 20,294.00
ML663 10266113601 KOPESCHKA JOHN D 7314 SOUTH WEBSTER STREET LITTLETON CO 80123 44,750.00
ML663 10266113622 CAREY STEVE L 301 EAST CANNON STREET LAFAYETTE CO 80026 64,500.00
ML663 10266113783 BELL LEROY 737 BENTLEY LANE SOMERDALE NJ 08083 70,000.00
ML663 10266113804 SPIDELL WAYNE K 4120 KILBANNON WAY DUBLIN OH 43016 23,400.00
ML663 10266113805 OVERMAN PAUL D 5257 WEST BEGONIA CIRCLE WEST JORDAN UT 84084 22,475.00
ML663 10266113808 BROWN RODNEY K 478 MANOR ROAD ARNOLD MD 21012 14,250.00
ML663 10266113944 ELLIOT MARY C 3686 SOUTH 8300 WEST MAGNA UT 84044 23,325.00
ML663 10266113947 ARCHER DAVID W 2126 EAST NEW HORIZON DRIVE SANDY UT 84093 15,000.00
ML663 10266113951 GROVER MARJORIE 816 WEST 2450 NORTH LAYTON UT 84041 11,167.00
ML663 10266114019 GURULE ROSE 11569 CLAYTON STREET THORNTON CO 80233 138,550.00
ML663 10266114024 LINTON BRENT L 3749 WEST CHRISTY HILL WAY SALT LAKE CITY UT 84118 34,800.00
ML663 10266114192 KLUGMAN KRYSTYNA D 28180 ROLLCREST FARMINGTON HILLS MI 48334 152,000.00
ML663 10266114199 LATOUR ANDREI M RD #3 BOX 12 POLK PA 16342 28,000.00
ML663 10266114244 MAW JOHN C 1290 SHERIDAN DRIVE OGDEN UT 84404 13,600.00
ML663 10266114247 SEQUEIRA JERRY 750 S SODERQUIST ROAD TURLOCK CA 95380 47,370.00
ML663 10266114282 DENIS BESSIE 784 WINDING WILLOW DRIVE PALM HARBOR FL 34683 58,000.00
ML663 10266114588 KURTZ ROBERT K 8735 SOUTH 1595 EAST SANDY UT 84093 33,500.00
ML663 10266114602 MARTIN LORNA 598 TRAILER ROAD NEW HOLLAND PA 17557 65,000.00
ML663 10266114638 PASTORE SCARLETT G 1321 SOUTH MAGNOLIA WAY DENVER CO 80224 23,700.00
ML663 10266114731 WATSON EDDIE W 8511 E. 34TH ST. INDIANAPOLIS IN 46226 60,300.00
ML663 10266114819 MELLOR BLAKE KENT 6908 SOUTH 85 EAST MIDVALE UT 84047 33,000.00
ML663 10266114826 EPPLEY MICHAEL J 2590 WEST 6075 SOUTH ROY UT 84067 20,000.00
ML663 10266115374 MENDEZ COSME R 1480 WEST BELL AVENUE SALT LAKE CITY UT 84104 26,000.00
ML663 10266115380 STANWORTH HOWARD WAYNE 7015 WEST BELLO AVENUE WEST VALLEY CITY UT 84120 12,100.00
---------------------------------------- ------------------
171 Sale Total 9,378,898.00
</TABLE>
<TABLE>
<CAPTION>
Cut-off Date First Original Current Scheduled
Principal Payment Maturity Rem Date LTV Mortgage Payment
Sale ID Account Balance Date Date Term Due Ratio Rate Int & Prin
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ML663 10266112553 20,036.00 05/16/96 04/16/11 178.49 05/16/96 79.6 14.850 278.37
ML663 10266112558 38,000.00 05/16/96 04/16/11 178.49 05/16/96 81.3 12.940 479.29
ML663 10266112563 17,000.00 05/17/96 04/17/11 178.52 06/17/96 84.6 12.350 207.87
ML663 10266112595 31,800.00 06/01/96 05/01/16 239.00 06/01/96 60.0 11.990 349.92
ML663 10266112596 54,250.00 06/10/96 05/10/11 179.28 06/10/96 74.8 11.250 526.91
ML663 10266112622 20,137.00 06/13/96 05/13/16 239.38 06/13/96 85.0 12.250 225.25
ML663 10266112675 46,800.00 06/10/96 05/10/11 179.28 06/10/96 74.9 12.490 576.52
ML663 10266112728 27,450.00 06/03/96 05/03/11 179.05 06/03/96 84.9 12.700 341.91
ML663 10266112751 37,000.00 06/10/96 05/10/11 179.28 06/10/96 63.7 9.650 389.72
ML663 10266112762 26,352.00 05/17/96 04/17/11 178.52 05/17/96 84.7 12.540 282.06
ML663 10266112766 19,778.66 05/17/96 04/17/11 178.52 06/17/96 89.8 12.350 242.11
ML663 10266112767 21,500.00 06/13/96 05/13/11 179.38 06/13/96 88.9 11.250 247.75
ML663 10266112935 48,000.00 06/10/96 05/10/11 179.28 06/10/96 66.9 11.650 565.32
ML663 10266112975 25,000.00 06/06/96 05/06/11 179.15 06/06/96 84.6 12.700 311.39
ML663 10266113026 31,000.00 06/07/96 05/07/11 179.18 06/07/96 85.0 12.450 329.65
ML663 10266113145 104,000.00 06/08/96 05/08/11 179.21 06/08/96 80.0 12.200 1,085.79
ML663 10266113206 12,500.00 06/13/96 05/13/11 179.38 06/13/96 79.5 11.650 147.22
ML663 10266113306 80,700.00 06/15/96 05/15/16 239.44 06/15/96 84.9 9.250 739.10
ML663 10266113349 110,000.00 06/13/96 05/13/11 179.38 06/13/96 61.1 9.650 937.00
ML663 10266113558 71,200.00 06/06/96 05/06/11 179.15 06/06/96 80.0 10.500 651.29
ML663 10266113564 75,200.00 06/13/96 05/13/26 359.38 06/13/96 80.0 12.750 817.19
ML663 10266113570 63,900.00 06/13/96 05/13/16 239.38 06/13/96 90.0 11.150 666.10
ML663 10266113590 20,288.11 05/23/96 04/23/11 178.72 06/23/96 84.3 12.690 252.64
ML663 10266113601 44,750.00 06/07/96 05/07/11 179.18 06/07/96 83.1 10.400 491.90
ML663 10266113622 64,500.00 06/06/96 05/06/11 179.15 06/06/96 75.0 11.350 631.37
ML663 10266113783 70,000.00 06/01/96 05/01/11 179.00 06/01/96 50.0 12.250 733.53
ML663 10266113804 23,400.00 06/10/96 05/10/16 239.28 06/10/96 89.9 10.750 237.56
ML663 10266113805 22,433.40 05/24/96 04/24/11 178.75 06/24/96 88.9 12.350 274.82
ML663 10266113808 14,196.58 06/06/96 05/06/11 179.15 07/06/96 80.4 13.490 184.92
ML663 10266113944 23,325.00 05/26/96 04/26/11 178.82 05/26/96 89.9 12.350 285.21
ML663 10266113947 15,000.00 05/24/96 04/24/11 178.75 05/24/96 59.0 13.600 195.75
ML663 10266113951 11,162.04 05/24/96 04/24/11 178.75 06/24/96 84.9 12.840 140.12
ML663 10266114019 138,550.00 06/08/96 05/08/26 359.21 06/08/96 85.0 10.900 1,308.99
ML663 10266114024 34,800.00 06/06/96 05/06/11 179.15 06/06/96 84.9 11.400 404.32
ML663 10266114192 152,000.00 06/08/96 05/08/11 179.21 06/08/96 80.4 10.700 1,699.10
ML663 10266114199 28,000.00 06/17/96 05/17/11 179.51 06/17/96 70.0 9.250 288.17
ML663 10266114244 13,600.00 05/26/96 04/26/11 178.82 05/26/96 89.8 11.940 162.70
ML663 10266114247 47,370.00 06/08/96 05/08/11 179.21 06/08/96 79.9 10.150 420.97
ML663 10266114282 58,000.00 06/13/96 05/13/11 179.38 06/13/96 83.3 12.500 714.86
ML663 10266114588 33,500.00 06/01/96 05/01/16 239.00 06/01/96 77.8 14.850 437.42
ML663 10266114602 65,000.00 06/08/96 05/08/11 179.21 06/08/96 63.7 10.500 594.58
ML663 10266114638 23,700.00 06/14/96 05/14/11 179.41 06/14/96 84.9 12.700 256.62
ML663 10266114731 60,300.00 06/10/96 05/10/26 359.28 06/10/96 84.9 11.500 597.15
ML663 10266114819 33,000.00 06/01/96 05/01/11 179.00 06/01/96 67.5 11.690 389.50
ML663 10266114826 20,000.00 06/01/96 05/01/11 179.00 06/01/96 82.9 12.340 244.43
ML663 10266115374 26,000.00 06/06/96 05/06/11 179.15 06/06/96 79.8 11.740 307.71
ML663 10266115380 12,100.00 06/06/96 05/06/11 179.15 06/06/96 87.9 12.840 151.82
------------ ------------ ----------------------------------------
9,373,958.51 232.19 78.1 11.130 95,280.41
</TABLE>
<PAGE>
Page 24
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule
A division of Superior Bank FSB 1996-2 Class 1 - Initial Pool of Fixed Rate Mortgages - Settlement 6/19/96
Principal
Zip Balance at
Sale ID Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ML664 10266101695 DEGNAN ELIZABETH A WOLF 677 PRINCETON AVENUE METEDECONK NJ 08724 155,000.00
ML664 10266102838 SKARBNIK EDWARD M 14 SHERWOOD PLACE WEST ORANGE NJ 07052 123,000.00
ML664 10266103609 DEVITO GEORGE 59-14 PARSON BOULEVARD FRESH MEADOWS NY 11365 32,000.00
ML664 10266103696 BOWES BRENDAN 43 77 166TH STREET FLUSHING NY 11358 54,600.00
ML664 10266104890 COLE KISLAND 137-38 225TH STREET LAURELTON NY 11413 33,000.00
ML664 10266104929 WALLACE TALBERT M 631 HAVERFORD ROAD HAVERFORD PA 19041 80,000.00
ML664 10266105271 PIERPONT BEN A 353 EAST NORTH BROADWAY COLUMBUS OH 43214 28,900.00
ML664 10266105332 BAKER REYNOLD L 848 SOUTH 175 WEST BOUNTIFUL UT 84010 18,000.00
ML664 10266105454 SHNAYDERMAN MIKHAIL 1024 LANCASTER AVENUE BROOKLYN NY 11223 35,000.00
ML664 10266105686 PYRA FRANCIS 165 RULAND ROAD SELDEN NY 11784 99,500.00
ML664 10266106513 WHEELER KIM G 4 NORTH CAYUGA STREET UNION SPRINGS NY 13160 191,250.00
ML664 10266106776 ESATTO PAUL J JR 30 HARBOR CIRCLE CENTERPORT NY 11721 52,500.00
ML664 10266106896 MCMAHON WILLIAM J 771 NORTH STREET WHITE PLAINS NY 10605 238,000.00
ML664 10266106994 MIGALDI MICHAEL R 380 LAKEWOOD ROAD WATERBURY CT 06704 50,000.00
ML664 10266107197 KWAPY SANDRA L 1303 NORTH WAHSATCH COLORADO SPRINGS CO 80903 88,000.00
ML664 10266107324 SPEVOK CAROL 1046 WEST 21ST STREET LORAIN OH 44052 28,600.00
ML664 10266107359 SHARPE WILLIAM D 222 SOUTH ROAD GRAFTON NY 12052 78,400.00
ML664 10266107372 SCHMID DONALD K 80 KNOLLWOOD DRIVE CHEEKTOWAGA NY 14227 96,900.00
ML664 10266107451 BOGAERT LAWRENCE VAN 40W525 STATE ROUTE 38 ELBURN IL 60119 47,900.00
ML664 10266107626 PASKETT DOUGLAS MARVIN 560 NORTH MAIN HENEFER UT 84033 37,840.00
ML664 10266107766 BOTTIGLIONE RAYMOND E 18 GLEN GARY DRIVE MENDHAM NJ 07926 50,000.00
ML664 10266107842 MILLE GLEN 60 ASTER AVENUE HOLTSVILLE NY 11742 30,000.00
ML664 10266108039 GILMAN IRENE I 2105 GLENVIEW DRIVE BERTHOUD CO 80513 47,800.00
ML664 10266108358 SEEMAN JOSEPH 107 DEGRAFF STREET SCHENECTADY NY 12301 42,800.00
ML664 10266108359 STOFFERS ANDY J 2161 WEST SPRINGFIELD DR SOUTH JORDAN UT 84095 45,400.00
ML664 10266108419 AMENTAS PETER L 4345 GARLAND AVENUE BALTIMORE MD 21236 17,500.00
ML664 10266108782 DEROSA JAMES 8 RAQUEL COURT EAST HANOVER NJ 07936 45,000.00
ML664 10266108800 DULANY WILLIAM BRYANT 4463 OLD NATIONAL PIKE MT AIRY MD 21771 41,920.00
ML664 10266108856 LEMONIER PETER 146 EAST 88TH STREET BROOKLYN NY 11236 160,650.00
ML664 10266108958 SABINO ANTONIO 20 ORCHARD STREET YONKERS NY 10703 89,000.00
ML664 10266109121 WEST TAWNY L 29104 WESTWOOD ROAD BAY VILLAGE OH 44140 22,000.00
ML664 10266109130 MUETZEL RONALD J 160 LAKE WALTON ROAD HOPEWELL JUNCTION NY 12533 19,350.00
ML664 10266109166 ROMISCH KENNETH J 3453 F 3/4 ROAD CLIFTON CO 81520 123,200.00
ML664 10266109193 CASTANEDA DINO 08 VAISA ROAD LOS LUNAS NM 87031 88,000.00
ML664 10266109217 BROWN DENISE 1572 WEST 1500 NORTH FARMINGTON UT 84025 37,500.00
ML664 10266109235 GENTRY MARION J 1201 ATHENS DRIVE RALEIGH NC 27606 68,700.00
ML664 10266109424 ROLISON JUDITH A 37 MIDDLE DRIVE HUNTINGTON NY 11743 112,000.00
ML664 10266109469 KRANZ ARLENE KELLY 384-386-388 THOMPSON STREET STRATFORD CT 06497 90,000.00
ML664 10266109520 PEDERSON JOYCE E 5711 48TH STREET WEST TACOMA WA 98466 64,000.00
ML664 10266109559 STALLINGS JOHN J 8903 CARLISLE AVENUE BALTIMORE MD 21236 37,800.00
ML664 10266109572 OCONNOR DENNIS J 5798 TIMBERLAKE DRIVE SARASOTA FL 34243 16,400.00
ML664 10266109593 SIMS PATRICIA A 205 DILLARD STREET GOLDSBORO NC 27530 54,400.00
ML664 10266109633 RUSSELL WALTER R 5859 MAGNOLIA CIRCLE SAINT LEONARD MD 20685 24,000.00
ML664 10266109652 WILSON PATRICIA L 102 STORMY MOUNTAIN WAY CHELAN WA 98816 121,500.00
ML664 10266109702 EARL HOLLY R 3134 SOUTH PARK COURT SALT LAKE CITY UT 84106 131,200.00
ML664 10266109847 GRAHAM RICHARD B 1238 SUCCESS STREET PITTSBURGH PA 15212 19,860.00
ML664 10266109915 LEE CARTER 8646 FORREST AVENUE PHILADELPHIA PA 19150 16,400.00
ML664 10266110113 HODSON LONI POLLARD 450 SOUTH NEWCOMBE STREET LAKEWOOD CO 80226 29,500.00
ML664 10266110226 RUTHERFORD MEI L 10723 WEST DARTMOUTH AVENUE LAKEWOOD CO 80227 44,550.00
ML664 10266110253 CHRISTENSEN RICK R 12074 SOUTH 2160 WEST RIVERTON UT 84065 94,000.00
ML664 10266110278 MAYS MARYLENA 8 SHAROFF CIRCLE MONTICELLO NY 12701 56,600.00
ML664 10266110304 WINHEIM FRANK 8 PIEDMONT COURT CENTEREACH NY 11720 150,500.00
ML664 10266110445 JENSEN CAROLYN C 229 SOUTH 850 WEST OREM UT 84058 126,000.00
ML664 10266110446 DEAN ROBIN G 2856 WEST LASTRADA CIRCLE RIVERTON UT 84065 23,000.00
ML664 10266110470 RUTHERFORD MEI L 2690 SOUTH YOUNGFIELD COURT LAKEWOOD CO 80228 43,500.00
ML664 10266110542 ROSS JUDITH ANN 7649 CHILLICOTHE ROAD MENTOR OH 44060 50,000.00
ML664 10266110613 MCDONALD EDWARD D 14792 SOUTH ROSE CREEK LANE RIVERTON UT 84065 33,700.00
ML664 10266110618 LINDGREN GERI 2176 EAST JENNIFER DRIVE UINTAH UT 84403 32,182.00
ML664 10266110621 SINGH PERMANAND 94-08 207TH STREET QUEENS VILLAGE NY 11355 31,400.00
ML664 10266110687 DAVIS WILLIAM C 69 ROOSEVELT AVENUE ROOSEVELT NY 11575 35,000.00
ML664 10266110697 ELDRED M JANE 43 HENNIG DRIVE PITTSBURGH PA 15236 100,000.00
ML664 10266110724 VUDHIVADHANA ARTHORN 289 WEST 950 SOUTH OGDEN UT 84404 25,596.00
</TABLE>
<TABLE>
<CAPTION>
Cut-off Date First Original Current Scheduled
Principal Payment Maturity Rem Date LTV Mortgage Payment
Sale ID Account Balance Date Date Term Due Ratio Rate Int & Prin
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ML664 10266101695 154,849.74 05/01/96 04/01/11 178.00 07/01/96 55.3 10.990 1,474.93
ML664 10266102838 123,000.00 06/17/96 05/17/11 179.51 06/17/96 63.0 9.990 1,078.50
ML664 10266103609 32,000.00 06/16/96 05/16/11 179.47 06/16/96 84.8 11.750 378.92
ML664 10266103696 54,600.00 06/20/96 05/20/11 179.61 06/20/96 84.5 12.200 570.04
ML664 10266104890 33,000.00 06/13/96 05/13/11 179.38 06/13/96 85.5 11.740 390.55
ML664 10266104929 79,986.01 05/22/96 04/22/11 178.68 06/22/96 57.1 11.100 767.91
ML664 10266105271 28,900.00 06/20/96 05/20/11 179.61 06/20/96 84.9 10.000 310.56
ML664 10266105332 18,000.00 04/27/96 03/27/11 177.83 05/27/96 66.9 13.600 234.90
ML664 10266105454 35,000.00 06/10/96 05/10/11 179.28 06/10/96 73.3 10.700 391.24
ML664 10266105686 99,500.00 06/07/96 05/07/11 179.18 06/07/96 70.0 11.500 985.34
ML664 10266106513 191,250.00 05/26/96 04/26/26 358.82 06/26/96 85.0 10.400 1,735.16
ML664 10266106776 52,500.00 06/10/96 05/10/11 179.28 06/10/96 90.0 11.150 601.67
ML664 10266106896 238,000.00 05/23/96 04/23/11 178.72 05/23/96 82.6 12.690 2,575.21
ML664 10266106994 50,000.00 06/07/96 05/07/11 179.18 06/07/96 64.9 10.450 455.50
ML664 10266107197 88,000.00 06/15/96 05/15/26 359.44 06/15/96 81.4 11.700 884.91
ML664 10266107324 28,600.00 06/17/96 05/17/16 239.51 06/17/96 65.0 11.900 312.92
ML664 10266107359 78,400.00 06/01/96 05/01/11 179.00 06/01/96 80.0 11.750 791.38
ML664 10266107372 96,900.00 06/01/96 05/01/11 179.00 06/01/96 85.0 9.900 843.22
ML664 10266107451 47,900.00 06/22/96 05/22/16 239.67 06/22/96 84.6 10.990 494.09
ML664 10266107626 37,796.44 05/01/96 04/01/11 178.00 07/01/96 85.0 12.700 409.73
ML664 10266107766 50,000.00 05/24/96 04/24/11 178.75 05/24/96 79.6 13.850 660.84
ML664 10266107842 30,000.00 06/10/96 05/10/11 179.28 06/10/96 84.1 11.740 302.59
ML664 10266108039 47,800.00 06/03/96 05/03/11 179.05 06/03/96 84.9 12.200 579.85
ML664 10266108358 42,800.00 05/24/96 04/24/26 358.75 06/24/96 65.8 10.950 405.98
ML664 10266108359 44,674.43 04/19/96 03/19/11 177.57 06/19/96 87.2 11.940 543.13
ML664 10266108419 17,500.00 06/21/96 05/21/11 179.64 06/21/96 84.9 11.740 207.11
ML664 10266108782 45,000.00 05/10/96 04/10/11 178.29 05/10/96 78.8 10.750 420.07
ML664 10266108800 41,795.43 06/01/96 05/01/11 179.00 07/01/96 89.4 11.400 411.93
ML664 10266108856 160,650.00 05/26/96 04/26/11 178.82 05/26/96 73.0 11.850 1,633.95
ML664 10266108958 89,000.00 06/10/96 05/10/11 179.28 06/10/96 60.0 12.600 956.77
ML664 10266109121 22,000.00 06/21/96 05/21/16 239.64 06/21/96 64.0 14.490 281.44
ML664 10266109130 19,339.37 05/18/96 04/18/16 238.55 06/18/96 89.9 11.700 209.03
ML664 10266109166 123,200.00 06/01/96 05/01/11 179.00 06/01/96 79.4 9.650 1,049.44
ML664 10266109193 88,000.00 06/14/96 05/14/11 179.41 06/14/96 80.0 10.250 788.57
ML664 10266109217 37,409.18 05/22/96 04/22/11 178.68 06/22/96 85.6 12.350 458.54
ML664 10266109235 68,700.00 06/15/96 05/15/16 239.44 06/15/96 61.8 11.950 754.05
ML664 10266109424 112,000.00 06/14/96 05/14/16 239.41 06/14/96 72.2 10.450 1,114.43
ML664 10266109469 90,000.00 06/22/96 05/22/16 239.67 06/22/96 60.0 10.450 895.52
ML664 10266109520 64,000.00 05/26/96 04/26/11 178.82 05/26/96 66.7 12.100 663.24
ML664 10266109559 37,800.00 06/09/96 05/09/11 179.24 06/09/96 89.3 11.400 371.45
ML664 10266109572 16,400.00 06/21/96 05/21/11 179.64 06/21/96 77.6 10.650 182.81
ML664 10266109593 54,400.00 06/08/96 05/08/11 179.21 06/08/96 85.0 8.950 435.76
ML664 10266109633 24,000.00 06/15/96 05/15/11 179.44 06/15/96 88.2 11.400 278.84
ML664 10266109652 121,500.00 05/23/96 04/23/26 358.72 07/23/96 90.0 11.850 1,235.75
ML664 10266109702 131,200.00 06/15/96 05/15/26 359.44 06/15/96 79.5 13.250 1,477.01
ML664 10266109847 19,860.00 06/17/96 05/17/11 179.51 06/17/96 89.9 11.400 230.74
ML664 10266109915 16,400.00 06/13/96 05/13/11 179.38 06/13/96 84.9 10.150 177.74
ML664 10266110113 29,500.00 06/01/96 05/01/11 179.00 06/01/96 81.2 11.950 302.31
ML664 10266110226 44,550.00 06/13/96 05/13/11 179.38 06/13/96 55.0 10.700 414.19
ML664 10266110253 94,000.00 06/15/96 05/15/26 359.44 06/15/96 71.2 10.450 856.34
ML664 10266110278 56,600.00 06/08/96 05/08/26 359.21 06/08/96 80.8 10.150 502.99
ML664 10266110304 150,500.00 06/06/96 05/06/11 179.15 06/06/96 70.0 11.050 1,438.94
ML664 10266110445 126,000.00 06/01/96 05/01/26 359.00 06/01/96 90.0 10.650 1,166.73
ML664 10266110446 23,000.00 06/01/96 05/01/11 179.00 06/01/96 66.5 11.950 275.30
ML664 10266110470 43,500.00 06/13/96 05/13/11 179.38 06/13/96 75.0 10.950 412.62
ML664 10266110542 50,000.00 06/17/96 05/17/16 239.51 06/17/96 49.2 11.350 528.06
ML664 10266110613 33,700.00 05/01/96 04/01/11 178.00 06/01/96 86.9 12.350 412.08
ML664 10266110618 32,118.04 05/03/96 04/03/11 178.06 06/03/96 58.9 12.900 405.06
ML664 10266110621 31,400.00 06/24/96 05/24/11 179.74 06/24/96 80.0 13.100 349.80
ML664 10266110687 35,000.00 06/13/96 05/13/11 179.38 06/13/96 33.7 9.690 369.50
ML664 10266110697 100,000.00 06/20/96 05/20/11 179.61 06/20/96 80.0 9.850 1,065.45
ML664 10266110724 25,242.45 05/03/96 04/03/11 178.06 07/03/96 69.4 13.600 334.02
</TABLE>
<PAGE>
Page 25
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule
A division of Superior Bank FSB 1996-2 Class 1 - Initial Pool of Fixed Rate Mortgages - Settlement 6/19/96
Principal
Zip Balance at
Sale ID Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ML664 10266110833 BURGET MARVIN E 12630 SOUTH 2295 WEST RIVERTON UT 84065 20,000.00
ML664 10266110842 OLCOTT DONNA B 4736 WEST 5175 SOUTH KEARNS UT 84118 16,100.00
ML664 10266110868 WILSON EVELYN A 12025 SW BLAKENEY STREET BEAVERTON OR 97008 35,000.00
ML664 10266110900 ALLEN KIMBERLY M 1251 WEST WIMBLEDON RIDGE LAN WEST JORDAN UT 84084 15,000.00
ML664 10266110909 MARTINEZ ALFREDO O 1302 RACE STREET COLORADO SPRINGS CO 80904 23,000.00
ML664 10266110913 MAGUIRE SANDRA K 650 N 9TH STREET PHILOMATH OR 97370 85,000.00
ML664 10266110932 WALLACE FREDERICK L 3233 COLGATE AVENUE SANTA CLARA CA 95051 45,000.00
ML664 10266110942 ANDERSON ADA I 207 ASH LANE ANNAPOLIS MD 21401 127,800.00
ML664 10266110994 SUYDAM CHARLES G 238 WEST BEHREND DRIVE PHOENIX AZ 85027 10,350.00
ML664 10266111109 RAMIREZ JORGE A 1411 E TOWHEE DRIVE TUCSON AZ 85706 47,900.00
ML664 10266111117 FUNK ROBERT B 3901 LATIGO WAY PINETOP AZ 85935 21,000.00
ML664 10266111120 JOHNSON R KEITH 258 WEST 400 NORTH SALT LAKE CITY UT 84103 115,500.00
ML664 10266111146 MONARCA ALDO L 887 NEW FIELD STREET MIDDLETOWN CT 06457 164,050.00
ML664 10266111176 DAVIDSON TED JAMES 4433 SOUTH JARRAH STREET MURRAY UT 84123 20,000.00
ML664 10266111180 SHORT KENNETH W 1990 WEST WASA STREET WEST JORDAN UT 84088 37,400.00
ML664 10266111203 PETRELLE DAVID 7756 SILVERWEED WAY LITTLETON CO 80124 180,000.00
ML664 10266111213 MEGUIRE DAVID J 26049 EDELWEISS CIRCLE EVERGREEN CO 80439 15,000.00
ML664 10266111255 SIPE NANCY ELAINE 4011 BUCHANAN STREET HYATTSVILLE MD 20781 78,000.00
ML664 10266111291 GILBRETH ROBERT A 14008 CHESWICK DR. ORLAND PARK IL 60462 161,200.00
ML664 10266111329 THOMAS DIANNE 13911 JAMES DRIVE UNIT 1006-B CRESTWOOD IL 60445 37,000.00
ML664 10266111399 ALI YUSSUF 109-20 121ST STREET SOUTH OZONE PARK NY 11420 30,000.00
ML664 10266111445 GASTINEAU K RODRIC 1952 E LODGE DRIVE TEMPE AZ 85283 147,050.00
ML664 10266111491 MIYAMOTO ONA MAY 31 1/2 E SEMINARY AVENUE LUTHERVILLE MD 21093 144,000.00
ML664 10266111509 NORRIS HAYES S 2103 CURTIS COURT SYKESVILLE MD 21784 33,760.00
ML664 10266111522 HENDERSON ROBERT W 8102 RUGBY STREET PHILADELPHIA PA 19150 63,000.00
ML664 10266111524 NAGEL ELLEN 33-47 ELLIOT BOULEVARD OCEANSIDE NY 11572 60,500.00
ML664 10266111525 HARDING JAMES T 13 COLONIAL COURT BOOTHWYN PA 19061 26,600.00
ML664 10266111629 CARY RAIMON B III 9 SCOTCH ELM COURT CATONSVILLE MD 21228 51,000.00
ML664 10266111658 DONATO BONNIE L 504 WARD ROAD BROOKHAVEN PA 19015 85,000.00
ML664 10266111714 DOCKERY OLIES 2370 WEST 5025 SOUTH ROY UT 84067 17,000.00
ML664 10266111715 DANDREA PATRICK S 3704 SOMERSET DRIVE SEAFORD NY 11783 63,750.00
ML664 10266111828 ROSENBERG STEVE H 2217 N OLD POND CT ROUND LAKE BEACH IL 60073 37,300.00
ML664 10266111857 KING DOUGLAS W 110 STANTON ROAD WILMINGTON DE 19804 38,000.00
ML664 10266111858 MUSSER DENNIS J 162 PINNACLE ROAD HOLTWOOD PA 17532 98,000.00
ML664 10266111875 LAKO OLGA 14 EDNA PLACE PISCATAWAY NJ 08854 60,000.00
ML664 10266111888 FREARSON ROBERT CLARKE 1206 VERMONT ROAD BEL AIR MD 21014 47,400.00
ML664 10266111889 THOMAS TERRY D 7423 KENLEIGH AVENUE BALTIMORE MD 21236 112,200.00
ML664 10266111910 WILLARD CHERYL M 1607 WEST 12800 SOUTH RIVERTON UT 84065 99,450.00
ML664 10266111960 VIALL LLOYD V 5241 SOUTH 5200 WEST SALT LAKE CITY UT 84118 14,200.00
ML664 10266111982 SCOVILLE THOMAS G 16718 EAST DAVIES AVENUE AURORA CO 80016 30,000.00
ML664 10266112055 BROWN ELWOOD J 6 OTIS CIRCLE OTISVILLE NY 10963 65,000.00
ML664 10266112083 HARRIS ROY D 4023 SOUTH SAGERS WAY WEST VALLEY CITY UT 84120 11,000.00
ML664 10266112086 GRANLUND LEROY C 7455 RIDGEVIEW LANE PENRYN CA 95663 60,000.00
ML664 10266112090 BAJRAMI GONXHE 306 NORWAY AVENUE STATEN ISLAND NY 10305 140,000.00
ML664 10266112094 FRANZ RICHARD K 409 CLARK AVENUE LAKE PLACID FL 33852 25,100.00
ML664 10266112107 URBAN RICHARD A 6727 MANOR BEACH ROAD NEW PORT RICHEY FL 34652 17,000.00
ML664 10266112109 COEN JEAN DAVID 5635 VAL VIEW DRIVE SOUTHEAST TURNER OR 97392 25,000.00
ML664 10266112111 NUNN MICHAEL H 508 SOUTH SIXTH STREET INDEPENDENCE OR 97351 53,900.00
ML664 10266112124 HOYT ROBERT H 14117 12TH AVENUE SOUTHWEST BURIEN WA 98166 126,000.00
ML664 10266112167 JONES MILDRED LEE 503 PARK AVENUE CANONSBURG PA 15317 44,000.00
ML664 10266112177 CHADDERDON JAMES R 17 EAST CARAMILLO STREET COLORADO SPRINGS CO 80907 31,800.00
ML664 10266112182 SONGER MARK 2293 NORTH 650 WEST HARRISVILLE UT 84414 80,000.00
ML664 10266112189 LUECKE THOMAS W 3785 MOOREHEAD AVENUE BOULDER CO 80303 52,000.00
ML664 10266112237 MURPHY JESSIE L 8212 SOUTH HERMITAGE CHICAGO IL 60620 63,000.00
ML664 10266112270 WEINRICH ROBERT LUDWIG 2046 PONY TRAIL DRIVE EDGEMONT PA 19028 217,500.00
ML664 10266112304 HASSLER PETER G 1101 MUSKET LANE MECHANICSBURG PA 17055 49,500.00
ML664 10266112317 CASIAS BENTURE E 1091 SOUTH KNOX COURT DENVER CO 80219 33,219.00
ML664 10266112321 DELANEY DAVID M 1617 SOUTH D STREET PORT ANGELES WA 98362 104,000.00
ML664 10266112333 PYLE ALFRED 80 EAST 22ND STREET PATERSON NJ 07514 88,000.00
ML664 10266112335 QUINN GAY H 10420 SOUTH SILVER MOUNTAIN D SANDY UT 84094 11,000.00
ML664 10266112352 DOMENICO ANTHONY D 19 VAN NESS ROAD BEACON NY 12508 30,000.00
ML664 10266112359 DUDLEY KENNETH E 5729 NUGGET AVENUE NE ALBUQUERQUE NM 87111 168,000.00
</TABLE>
<TABLE>
<CAPTION>
Cut-off Date First Original Current Scheduled
Principal Payment Maturity Rem Date LTV Mortgage Payment
Sale ID Account Balance Date Date Term Due Ratio Rate Int & Prin
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ML664 10266110833 19,967.52 05/03/96 04/03/11 178.06 06/03/96 68.1 11.100 228.58
ML664 10266110842 16,100.00 06/01/96 05/01/11 179.00 06/01/96 90.0 11.400 187.06
ML664 10266110868 35,000.00 06/10/96 05/10/11 179.28 06/10/96 88.2 11.400 343.93
ML664 10266110900 15,000.00 05/04/96 04/04/26 358.09 05/04/96 80.6 11.490 148.43
ML664 10266110909 23,000.00 06/20/96 05/20/11 179.61 06/20/96 82.2 12.000 276.04
ML664 10266110913 85,000.00 06/08/96 05/08/11 179.21 06/08/96 73.3 12.700 920.38
ML664 10266110932 45,000.00 06/01/96 05/01/11 179.00 06/01/96 90.0 11.150 433.65
ML664 10266110942 127,800.00 06/21/96 05/21/26 359.64 06/21/96 90.0 10.300 1,149.97
ML664 10266110994 10,350.00 06/15/96 05/15/11 179.44 06/15/96 84.9 12.450 127.23
ML664 10266111109 47,900.00 06/17/96 05/17/11 179.51 06/17/96 79.9 9.650 408.02
ML664 10266111117 21,000.00 06/13/96 05/13/11 179.38 06/13/96 85.0 12.450 258.15
ML664 10266111120 115,500.00 06/01/96 05/01/26 359.00 06/01/96 70.0 10.800 1,082.51
ML664 10266111146 164,050.00 06/06/96 05/06/26 359.15 06/06/96 85.0 9.250 1,349.60
ML664 10266111176 20,000.00 05/08/96 04/08/11 178.22 05/08/96 87.6 12.350 244.56
ML664 10266111180 37,400.00 05/10/96 04/10/11 178.29 05/10/96 87.5 12.350 457.32
ML664 10266111203 180,000.00 06/20/96 05/20/26 359.61 06/20/96 80.0 12.200 1,879.26
ML664 10266111213 15,000.00 06/17/96 05/17/11 179.51 06/17/96 50.5 12.200 181.96
ML664 10266111255 78,000.00 06/20/96 05/20/11 179.61 06/20/96 62.4 10.400 707.67
ML664 10266111291 161,200.00 06/20/96 05/20/11 179.61 06/20/96 74.9 11.100 1,547.34
ML664 10266111329 37,000.00 06/14/96 05/14/16 239.41 06/14/96 43.0 10.000 357.06
ML664 10266111399 30,000.00 06/15/96 05/15/11 179.44 06/15/96 73.7 9.750 317.81
ML664 10266111445 147,050.00 06/17/96 05/17/26 359.51 06/17/96 85.0 11.500 1,456.22
ML664 10266111491 144,000.00 06/21/96 05/21/11 179.64 06/21/96 80.0 9.850 1,247.77
ML664 10266111509 33,760.00 06/15/96 05/15/06 119.44 06/15/96 89.5 11.400 472.72
ML664 10266111522 63,000.00 06/17/96 05/17/11 179.51 06/17/96 73.2 9.650 663.58
ML664 10266111524 60,500.00 05/22/96 04/22/11 178.68 05/22/96 84.9 12.500 645.69
ML664 10266111525 26,600.00 06/01/96 05/01/11 179.00 06/01/96 89.9 11.150 304.85
ML664 10266111629 51,000.00 06/16/96 05/16/11 179.47 06/16/96 85.1 12.450 626.93
ML664 10266111658 85,000.00 06/22/96 05/22/11 179.67 06/22/96 75.8 10.450 774.35
ML664 10266111714 17,000.00 06/13/96 05/13/11 179.38 06/13/96 76.8 13.750 223.55
ML664 10266111715 63,750.00 06/10/96 05/10/16 239.28 06/10/96 63.7 10.450 634.33
ML664 10266111828 37,300.00 06/20/96 05/20/16 239.61 06/20/96 89.9 11.740 403.96
ML664 10266111857 37,913.27 05/23/96 04/23/11 178.72 06/23/96 39.1 9.900 406.03
ML664 10266111858 98,000.00 06/22/96 05/22/11 179.67 06/22/96 70.0 10.200 874.54
ML664 10266111875 60,000.00 06/03/96 05/03/11 179.05 06/03/96 40.5 11.700 603.35
ML664 10266111888 47,400.00 06/01/96 05/01/16 239.00 06/01/96 89.4 11.400 502.23
ML664 10266111889 112,200.00 06/15/96 05/15/26 359.44 06/15/96 85.0 10.050 988.78
ML664 10266111910 99,450.00 06/01/96 05/01/26 359.00 06/01/96 85.0 9.650 847.14
ML664 10266111960 14,200.00 06/07/96 05/07/11 179.18 06/07/96 81.6 12.100 171.34
ML664 10266111982 30,000.00 06/17/96 05/17/11 179.51 06/17/96 61.4 11.450 349.50
ML664 10266112055 65,000.00 06/02/96 05/02/11 179.01 06/02/96 72.2 11.650 765.53
ML664 10266112083 10,979.15 05/24/96 04/24/11 178.75 06/24/96 67.6 13.600 143.55
ML664 10266112086 60,000.00 06/21/96 05/21/16 239.64 06/21/96 19.3 10.100 582.99
ML664 10266112090 140,000.00 06/03/96 05/03/11 179.05 06/03/96 72.1 10.500 1,280.64
ML664 10266112094 25,100.00 06/06/96 05/06/11 179.15 06/06/96 75.3 10.650 232.42
ML664 10266112107 17,000.00 06/21/96 05/21/11 179.64 06/21/96 68.7 9.150 173.95
ML664 10266112109 25,000.00 06/20/96 05/20/11 179.61 06/20/96 73.0 11.200 287.30
ML664 10266112111 53,900.00 06/20/96 05/20/11 179.61 06/20/96 88.0 11.400 529.66
ML664 10266112124 126,000.00 06/01/96 05/01/11 179.00 06/01/96 70.0 11.440 1,242.00
ML664 10266112167 44,000.00 06/08/96 05/08/26 359.21 06/08/96 80.0 12.600 473.01
ML664 10266112177 31,800.00 06/21/96 05/21/11 179.64 06/21/96 80.0 14.000 376.79
ML664 10266112182 80,000.00 06/06/96 05/06/26 359.15 06/06/96 82.4 12.200 835.23
ML664 10266112189 52,000.00 06/15/96 05/15/11 179.44 06/15/96 78.4 11.200 597.58
ML664 10266112237 63,000.00 06/20/96 05/20/16 239.61 06/20/96 75.0 11.100 654.57
ML664 10266112270 217,500.00 06/22/96 05/22/26 359.67 06/22/96 72.5 11.600 2,170.49
ML664 10266112304 49,500.00 06/21/96 05/21/16 239.64 06/21/96 90.0 11.400 524.48
ML664 10266112317 33,219.00 06/03/96 05/03/16 239.05 06/03/96 80.0 14.000 413.09
ML664 10266112321 104,000.00 06/10/96 05/10/11 179.28 06/10/96 79.0 10.700 966.91
ML664 10266112333 88,000.00 06/13/96 05/13/11 179.38 06/13/96 67.6 9.250 905.69
ML664 10266112335 11,000.00 05/15/96 04/15/11 178.45 05/15/96 77.0 12.690 136.94
ML664 10266112352 30,000.00 06/15/96 05/15/11 179.44 06/15/96 83.3 12.990 379.38
ML664 10266112359 168,000.00 06/14/96 05/14/11 179.41 06/14/96 80.0 9.900 1,461.92
</TABLE>
<PAGE>
Page 26
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule
A division of Superior Bank FSB 1996-2 Class 1 - Initial Pool of Fixed Rate Mortgages - Settlement 6/19/96
Principal
Zip Balance at
Sale ID Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ML664 10266112447 JEFFERSON CORA 1700 S. 6TH AVENUE MAYWOOD IL 60153 68,000.00
ML664 10266112471 VANDERLAAN LARRY N 9281 WEST BIRCH AVENUE MOKENA IL 60448 26,400.00
ML664 10266112546 MARIA VAN SOELEN 5214 SOUTH KINGSWOOD DRIVE SALT LAKE CITY UT 84118 60,000.00
ML664 10266112550 BAILEY JAMES E 404 MONTMAGNY COURT FOLSOM CA 95630 40,000.00
ML664 10266112555 SAMU EDATHARAYIL YOHANNAN 31 SOUTH MONTGOMERY STREET WALDEN NY 12586 87,500.00
ML664 10266112557 TURPIN RONALD F 4995 WEST CHERRY VIEW DRIVE WEST VALLEY CITY UT 84120 20,650.00
ML664 10266112559 WAYMAN RODNEY J 6090 SOUTH 2700 WEST ROY UT 84067 15,850.00
ML664 10266112561 STOKES JAMES D 675 WEST RAMSGATE ROAD FARMINGTON UT 84025 37,538.00
ML664 10266112566 LANE ROSA 24-48 93RD STREET EAST ELMHURST NY 11369 162,000.00
ML664 10266112580 NEW JOSIE B 5900 ADDISON STREET PHILADELPHIA PA 19143 20,100.00
ML664 10266112608 HICKS GERALDINE A 4205 GRUBBS ROAD WALKERTOWN NC 27051 63,500.00
ML664 10266112627 DUNLAP DOROTHY E 2317 REVERE LANE COLORADO SPRINGS CO 80907 22,925.00
ML664 10266112630 HARRINGTON JOHN F 4826 NORTH SUNGOLD LANE CASTLE ROCK CO 80104 39,600.00
ML664 10266112666 WACHOWSKI LINDA E 6239 WEST 85TH STREET BURBANK IL 60459 120,700.00
ML664 10266112764 HOVAT JOHN 366 EAST 2700 SOUTH SALT LAKE CITY UT 84115 32,826.00
ML664 10266112768 TURNBOW GREGORY RICHARD 445 EAST CENTER SPRINGVILLE UT 84663 37,100.00
ML664 10266112781 DUNN LAURA L 52 VISTA DRIVE ELKTON MD 21921 20,000.00
ML664 10266112791 RITTER MICHAEL M SR 292 MELJEN DRIVE NAPLES FL 33942 23,008.00
ML664 10266112794 BROWN CHARLES A 18 MAGIC MOUNTAIN DRIVE CORAM NY 11727 23,000.00
ML664 10266112827 CUELLAR DANIEL R 73 SAXER AVENUE SPRINGFIELD PA 19064 37,000.00
ML664 10266112828 MARTINEZ PEDRO F 3528-3530 INDIAN PIPE CIRCLE COLORADO SPRINGS CO 80918 113,600.00
ML664 10266112839 LAUGHLIN CHARLES W JR 6056 SOUTH COVENTRY LANE EAST LITTLETON CO 80123 141,260.00
ML664 10266112841 TRUJILLO KEITH G 501 WEST BIJOU STREEET COLORADO SPRINGS CO 80905 84,150.00
ML664 10266112938 SCOBY EUGENE R 12159 LANDFAIR STREET SPRING HILL FL 34608 33,000.00
ML664 10266113006 SHREWSBURY DANIEL C 4227 WEST 5740 SOUTH SALT LAKE CITY UT 84118 25,000.00
ML664 10266113124 KOMOROWSKI RONALD S 159 CHRISTIAN COURT TOMS RIVER NJ 08753 32,000.00
ML664 10266113153 LINSACUM GLEN AARON 20356 EAST BATAVIA DRIVE AURORA CO 80011 22,684.00
ML664 10266113155 SPARKS NENITA B 4705 PAUL COURT NORTHEAST SALEM OR 97305 78,200.00
ML664 10266113188 ROBERTSON KENNETH L 1065 LAVONA DRIVE NORTHWEST SALEM OR 97304 25,500.00
ML664 10266113216 BLEDSOE JOHN N 5550 LITTLE BEAR DRIVE DOUGLASVILLE GA 30135 35,000.00
ML664 10266113400 BARBOUR BARBARA 3707 WOODRIDGE ROAD BALTIMORE MD 21229 10,500.00
ML664 10266113402 ANDERSON MARY GAYLE 129 LAUREL AVENUE SAN ANSELMO CA 94960 70,000.00
ML664 10266113421 YOHLER WILLIAM F 7 SKANDER COURT PLEASANT HILL CA 94523 225,000.00
ML664 10266113429 ELLIOTT DAVID A 5724 WEST 4510 SOUTH WEST VALLEY CITY UT 84120 15,800.00
ML664 10266113439 BETENSON ALEX 8384 SOUTH 4630 WEST WEST JORDAN UT 84088 22,700.00
ML664 10266113469 MAUGERI NANCY 127 HARRISBURG STREET BAY SHORE NY 11706 96,800.00
ML664 10266113473 WALDBAUM MAURINE B 1050 SOUTH MONACO PARKWAY #64 DENVER CO 80224 17,000.00
ML664 10266113477 GIRARD JUDITH 2905 PARFET DRIVE LAKEWOOD CO 80215 75,000.00
ML664 10266113485 VANNICE DANE W 11736 WEST RADCLIFF AVENUE MORRISON CO 80465 30,000.00
ML664 10266113513 TULLY THOMAS J 600 EAST MAIDEN STREET WASHINGTON PA 15301 136,000.00
ML664 10266113523 SULLIVAN JAMES 68 COUNTY ROAD DEER PARK NY 11729 110,000.00
ML664 10266113554 BRYAN HENRY LEE 58 WEST BYERS PLACE DENVER CO 80223 96,000.00
ML664 10266113581 JEFFERSON JERRY J 248 EAST WALNUT PARK DRIVE PHILADELPHIA PA 19120 54,400.00
ML664 10266113589 COELHO ALDEMIR T 1444 EAST COLT ROAD TEMPE AZ 85284 55,800.00
ML664 10266113617 GITCHEL DAVID M 2326 TIMBERCREST CIRCLE WEST CLEARWATER FL 34623 21,000.00
ML664 10266113669 BURTON JAMES L 2201 GLENARM PLACE #4 DENVER CO 80205 97,900.00
ML664 10266113732 MONTES PABLO 306 BEACH 84TH STREET FAR ROCKAWAY NY 11693 83,500.00
ML664 10266113745 RANDAS PAUL A RD 1 BOX 108 TARENTUM PA 15084 65,700.00
ML664 10266113764 CACIOPPO DUANE KEVIN 4860 BANBERRY WAY SAN JOSE CA 95124 39,134.00
ML664 10266113833 BONAVENTURA FRANK P 8847 TROPICAL PALM WAY PORT RICHEY FL 34668 39,000.00
ML664 10266113844 FINE HERMAN 58 BEATRICE LANE OLD BETHPAGE NY 11804 81,400.00
ML664 10266113846 MOLINE JERRY A 900 S PIERSON WAY LAKEWOOD CO 80226 20,000.00
ML664 10266113862 FRTALICH ANDREA B 1481 SAUSALITO DRIVE COLORADO SPRINGS CO 80907 16,000.00
ML664 10266113946 MILLER THOMAS W SR 6720 LAUREL STREET N SAINT PETERSBURG FL 33702 13,500.00
ML664 10266114060 DOERR WARREN K 33 DICTUM COURT BROOKLYN NY 11229 86,000.00
ML664 10266114203 LUCHAU J TARA 7471 WEBSTER STREET ARVADA CO 80003 95,920.00
ML664 10266114220 JONES JOHNNIE W 22 NINTH AVENUE HUNTINGTON NY 11746 120,000.00
ML664 10266114275 PADILLA DIANA 6716 WEST GLASGOW AVENUE LITTLETON CO 80123 148,800.00
ML664 10266114285 NELSON KATHLYN A 6741 WEST 5TH PLACE LAKEWOOD CO 80226 32,000.00
ML664 10266114309 EVANS JACK M 6204 SOUTH KENTON WAY ENGLEWOOD CO 80111 81,900.00
ML664 10266114359 WOOD ROBERT D 13108 BUCCANEER ROAD SILVER SPRING MD 20904 47,150.00
ML664 10266114410 ROBLEDO LINDA 4085 WEST 5740 SOUTH SALT LAKE CITY UT 84118 59,500.00
</TABLE>
<TABLE>
<CAPTION>
Cut-off Date First Original Current Scheduled
Principal Payment Maturity Rem Date LTV Mortgage Payment
Sale ID Account Balance Date Date Term Due Ratio Rate Int & Prin
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ML664 10266112447 68,000.00 06/20/96 05/20/26 359.61 06/20/96 80.0 13.490 778.35
ML664 10266112471 26,400.00 06/20/96 05/20/16 239.61 06/20/96 69.9 12.490 299.76
ML664 10266112546 60,000.00 06/06/96 05/06/11 179.15 06/06/96 54.5 11.100 575.93
ML664 10266112550 40,000.00 06/07/96 05/07/11 179.18 06/07/96 85.0 11.200 386.99
ML664 10266112555 87,500.00 06/07/96 05/07/11 179.18 06/07/96 70.0 10.850 986.30
ML664 10266112557 20,641.98 05/16/96 04/16/11 178.49 06/16/96 69.1 13.600 269.48
ML664 10266112559 15,784.92 05/16/96 04/16/11 178.49 06/16/96 79.0 12.690 197.32
ML664 10266112561 37,444.03 05/15/96 04/15/11 178.45 06/15/96 80.0 14.850 521.53
ML664 10266112566 162,000.00 06/21/96 05/21/26 359.64 06/21/96 90.0 10.750 1,512.24
ML664 10266112580 20,100.00 06/15/96 05/15/16 239.44 06/15/96 60.0 9.900 192.64
ML664 10266112608 63,500.00 06/15/96 05/15/11 179.44 06/15/96 81.4 9.600 666.92
ML664 10266112627 22,925.00 06/06/96 05/06/11 179.15 06/06/96 84.7 12.700 285.55
ML664 10266112630 39,600.00 06/20/96 05/20/11 179.61 06/20/96 80.0 10.400 435.29
ML664 10266112666 120,700.00 06/22/96 05/22/26 359.67 06/22/96 85.0 11.490 1,194.36
ML664 10266112764 32,780.09 05/17/96 04/17/11 178.52 06/17/96 81.4 11.940 392.70
ML664 10266112768 37,100.00 05/17/96 04/17/11 178.52 06/17/96 88.9 12.350 453.65
ML664 10266112781 20,000.00 06/08/96 05/08/11 179.21 06/08/96 79.6 13.990 236.82
ML664 10266112791 23,008.00 06/14/96 05/14/11 179.41 06/14/96 75.0 13.450 297.95
ML664 10266112794 23,000.00 06/20/96 05/20/11 179.61 06/20/96 90.0 11.150 263.59
ML664 10266112827 37,000.00 06/15/96 05/15/11 179.44 06/15/96 89.7 11.400 429.88
ML664 10266112828 113,600.00 06/03/96 05/03/26 359.05 06/03/96 80.0 13.500 1,301.19
ML664 10266112839 141,260.00 06/08/96 05/08/11 179.21 06/08/96 83.6 12.700 1,529.56
ML664 10266112841 84,150.00 06/20/96 05/20/26 359.61 06/20/96 85.0 10.400 763.47
ML664 10266112938 33,000.00 06/14/96 05/14/11 179.41 06/14/96 47.4 11.990 339.19
ML664 10266113006 25,000.00 06/07/96 05/07/11 179.18 06/07/96 53.7 14.850 347.33
ML664 10266113124 31,838.70 05/01/96 04/01/11 178.00 07/01/96 89.5 11.700 377.90
ML664 10266113153 22,684.00 06/17/96 05/17/11 179.51 06/17/96 84.9 12.700 282.54
ML664 10266113155 78,200.00 06/01/96 05/01/26 359.00 06/01/96 85.0 9.900 680.49
ML664 10266113188 25,500.00 06/20/96 05/20/11 179.61 06/20/96 89.6 11.250 293.85
ML664 10266113216 35,000.00 06/22/96 05/22/11 179.67 06/22/96 69.9 10.000 376.11
ML664 10266113400 10,500.00 06/10/96 05/10/11 179.28 06/10/96 89.4 11.650 123.66
ML664 10266113402 70,000.00 06/10/96 05/10/11 179.28 06/10/96 84.7 13.550 804.54
ML664 10266113421 225,000.00 06/02/96 05/02/11 179.01 06/02/96 89.2 11.700 2,262.55
ML664 10266113429 15,773.09 05/22/96 04/22/11 178.68 06/22/96 78.2 14.850 219.51
ML664 10266113439 22,700.00 06/17/96 05/17/11 179.51 06/17/96 87.6 11.250 220.48
ML664 10266113469 96,800.00 06/22/96 05/22/16 239.67 06/22/96 80.0 10.500 966.43
ML664 10266113473 17,000.00 06/17/96 05/17/11 179.51 06/17/96 58.1 11.000 193.22
ML664 10266113477 75,000.00 06/20/96 05/20/16 239.61 06/20/96 70.8 10.000 723.77
ML664 10266113485 30,000.00 06/01/96 05/01/11 179.00 06/01/96 45.1 10.150 325.14
ML664 10266113513 136,000.00 06/17/96 05/17/26 359.51 06/17/96 80.0 10.700 1,264.43
ML664 10266113523 110,000.00 06/01/96 05/01/26 359.00 06/01/96 70.5 14.150 1,316.43
ML664 10266113554 96,000.00 06/06/96 05/06/11 179.15 06/06/96 75.0 12.000 987.47
ML664 10266113581 54,400.00 06/08/96 05/08/26 359.21 06/08/96 80.0 12.750 591.16
ML664 10266113589 55,800.00 06/21/96 05/21/11 179.64 06/21/96 89.9 11.250 541.96
ML664 10266113617 21,000.00 06/10/96 05/10/11 179.28 06/10/96 84.9 9.900 224.38
ML664 10266113669 97,900.00 06/03/96 05/03/11 179.05 06/03/96 55.0 10.500 1,082.19
ML664 10266113732 83,500.00 06/16/96 05/16/11 179.47 06/16/96 50.0 9.900 726.61
ML664 10266113745 65,700.00 06/07/96 05/07/11 179.18 06/07/96 90.0 10.900 742.62
ML664 10266113764 39,134.00 06/20/96 05/20/11 179.61 06/20/96 90.0 11.650 460.90
ML664 10266113833 39,000.00 06/20/96 05/20/11 179.61 06/20/96 65.0 11.350 451.88
ML664 10266113844 81,400.00 06/15/96 05/15/11 179.44 06/15/96 80.2 11.000 925.19
ML664 10266113846 20,000.00 06/06/96 05/06/11 179.15 06/06/96 67.4 9.490 168.02
ML664 10266113862 16,000.00 06/20/96 05/20/11 179.61 06/20/96 78.5 14.000 213.08
ML664 10266113946 13,500.00 06/15/96 05/15/11 179.44 06/15/96 38.1 11.500 157.71
ML664 10266114060 86,000.00 06/28/96 05/28/11 179.87 06/28/96 63.7 9.400 716.87
ML664 10266114203 95,920.00 06/15/96 05/15/11 179.44 06/15/96 76.1 10.700 891.79
ML664 10266114220 120,000.00 06/22/96 05/22/11 179.67 06/22/96 80.0 10.500 1,097.69
ML664 10266114275 148,800.00 06/06/96 05/06/26 359.15 06/06/96 80.0 9.650 1,267.51
ML664 10266114285 32,000.00 06/17/96 05/17/16 239.51 06/17/96 68.2 11.450 340.16
ML664 10266114309 81,900.00 06/13/96 05/13/11 179.38 06/13/96 89.4 11.650 820.43
ML664 10266114359 47,150.00 06/15/96 05/15/11 179.44 06/15/96 85.2 12.700 587.28
ML664 10266114410 59,500.00 06/15/96 05/15/11 179.44 06/15/96 74.3 13.250 669.84
</TABLE>
<PAGE>
Page 27
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule
A division of Superior Bank FSB 1996-2 Class 1 - Initial Pool of Fixed Rate Mortgages - Settlement 6/19/96
Principal
Zip Balance at
Sale ID Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ML664 10266114413 TERRY CHARLES E 452 SOUTH 520 EAST OREM UT 84058 32,808.00
ML664 10266114414 VOUGHT EUGENE C 321 WEST PLUM STREET GRANTSVILLE UT 84029 14,000.00
ML664 10266114423 GREEN ROGER L 1923 SOUTH RIDGE ROAD EDGEWOOD MD 21040 96,000.00
ML664 10266114436 DIETELBACH CAROL M 1631 SPINNING WHEEL DRIVE LUTZ FL 33549 12,350.00
ML664 10266114464 PRINZLER ERIC 12272 JACKSON PLACE THORNTON CO 80241 22,000.00
ML664 10266114466 GILREATH SHARILYN K 2879 WEST DAVIES AVENUE LITTLETON CO 80120 25,000.00
ML664 10266114549 THOMAS STEFAN F 4922 SONATA DR COLORADO SPRINGS CO 80918 24,000.00
ML664 10266114582 CARLSON RICKY T 5415 SOUTH ROCKFORD STREET SALT LAKE CITY UT 84118 33,000.00
ML664 10266114585 FONNESBECK JERRY EVAN 764 NORTH 200 WEST LOGAN UT 84321 12,682.00
ML664 10266114589 JOHNSON DEREK C 1030 NORTH 2925 WEST LAYTON UT 84041 26,704.00
ML664 10266114591 MAISEY DANIEL G 1256 WEST 5100 SOUTH RIVERDALE UT 84405 39,848.00
ML664 10266114597 MONROE JAMES E 3611 118TH STREET WEST BRADENTON FL 34210 30,000.00
ML664 10266114645 KARCHER DANE KEETON 10972 62ND AVE N SEMINOLE FL 34642 17,500.00
ML664 10266114654 DIGESUALDO NICHOLAS P 107 NEILSON GULCH ROAD EAGLE CO 81631 252,000.00
ML664 10266114734 FORD ALICE T 9254 PISCATAWAY ROAD CLINTON MD 20735 25,300.00
ML664 10266114769 PACE RINALDO A 179 ASPEN ROAD MASTIC BEACH NY 11951 61,000.00
ML664 10266114781 PALMIERI JAMES V 2435 WILLOUGHBY AVENUE SEAFORD NY 11783 43,500.00
ML664 10266114816 URIARTE DAVID J 2727 WEST LEISURE CIRCLE WEST JORDAN UT 84084 15,370.00
ML664 10266114853 BLACK DONALD G 4182 BEAUFORT HUNT DRIVE HARRISBURG PA 17110 18,200.00
ML664 10266114880 DAY SCOTT E 5486 MAIN STREET STRATFORD CT 06497 49,000.00
ML664 10266114947 BARRETTO JOSE EDGARD 516 SPRING CLUB DRIVE ALTAMONTE SPRINGS FL 32714 85,000.00
ML664 10266114972 RIGHETTI CAREN 3365 SMOKE TREE LANE LAS VEGAS NV 89120 180,000.00
ML664 10266114992 WIECZOREK ANTHONY S 244 N COTTONWOOD DRIVE GILBERT AZ 85234 21,000.00
ML664 10266115147 AGEE CARI LYNN 12614 LOGAN PLACE TAMPA FL 33625 76,500.00
ML664 10266115149 BALLEW WILLIAM 3510 SW 40 AVENUE HOLLYWOOD FL 33023 11,600.00
ML664 10266115173 VINSON DIANE GAIL 3157 RYERSON CIRCLE BALTIMORE MD 21227 80,200.00
ML664 10266115351 PETERSON EVERETT WADE 3990 SOUTH DURRANS LANE WEST VALLEY CITY UT 84120 34,000.00
ML664 10266115352 NOBLE JOSEPH DAVID 3477 WEST 5660 SOUTH SALT LAKE CITY UT 84118 25,302.00
ML664 10266115353 FOX DORAN C JR 1240 EAST 550 SOUTH SPANISH FORK UT 84660 17,750.00
ML664 10266115354 COON LEAH RAE 525 NORTH 300 EAST AMERICAN FORK UT 84003 11,000.00
ML664 10266115363 MACFARLANE CRAIG 5890 SOUTH TRESSLER ROAD SALT LAKE CITY UT 84118 54,118.00
ML664 10266115369 CLARK TRACI L 115 SOUTH OAK STREET MIDVALE UT 84047 23,500.00
ML664 10266115377 LOPEZ HIRAM 10574 SOUTH CROCUS STREET SANDY UT 84094 31,400.00
ML664 10266115383 SCHUMER JOHN PAUL 100 SOUTH 1300 WEST CLEARFIELD UT 84015 39,825.00
ML664 10266115399 COHEN JEROLD S 287 HANDS MILL ROAD WOODBINE NJ 08270 146,200.00
ML664 10266115556 GREBINSKI KAREN J 16090 EUCLID ALLEN PARK MI 48101 72,000.00
ML664 10266115586 PLOTKIN STEVEN MARK 125 CHARGEUR ROAD REISTERSTOWN MD 21136 22,800.00
ML664 10266115688 ALTIS RONALD 21221 BEECHWOOD EASTPOINTE MI 48021 31,000.00
ML664 10266115696 GARCIA PAUL 3237 SOUTH ORIOLE WAY SALT LAKE CITY UT 84119 75,600.00
ML664 10266115699 BUE DENNIS VIGIL 4171 SOUTH 4900 WEST WEST VALLEY CITY UT 84120 31,950.00
ML664 10266115702 WELLS TAYLOR J 10905 WEST OHIO DRIVE LAKEWOOD CO 80226 12,500.00
ML664 10266115734 BLASS RANDALL E 108 R MARKET ST MIDDLETOWN PA 17057 26,000.00
ML664 10266115809 GAYE THEODORE G 506 WOODMERE ROAD BEREA OH 44017 17,000.00
ML664 10266115831 VOGLER EFRAIM N 3346 SOUTH ROSE HOLLOW LANE WEST VALLEY CITY UT 84119 16,000.00
ML664 10266115910 BOCK SHELLEY S 1372 SWEETBELL COURT YARDLEY PA 19067 126,000.00
ML664 10266116035 LYNCH THOMAS D 38 SUNSET BLVD EDGEWOOD NM 87015 31,995.00
ML664 10266116238 WILTBANK GARY R 101 WASHINGTON AVENUE SAUGERTIES NY 12477 40,000.00
ML664 10266116261 DEMPS ODESSA 100-60 FRANCIS LEWIS BOULEVAR QUEENS VILLAGE NY 11429 45,000.00
ML664 10266117171 SLUSS JOHN ROBERT 6102 REGINA CIRCLE INDIANAPOLIS IN 46224 51,000.00
ML664 10266117172 SHINNEMAN GREGORY 2826 LOUIS ST PORTAGE IN 46368 44,000.00
ML664 10266117194 HALL MARIE 2051 EAST 72ND PLACE CHICAGO IL 60649 72,000.00
ML664 10266118442 STEPHENS CLARENCE 4236 EAST 110TH STREET CLEVELAND OH 44105 42,000.00
---------------------------------------- ------------------
238 Sale Total 42,223,824.00
1,117 Total with Merrill Lynch 66,439,635.00
</TABLE>
<TABLE>
<CAPTION>
Cut-off Date First Original Current Scheduled
Principal Payment Maturity Rem Date LTV Mortgage Payment
Sale ID Account Balance Date Date Term Due Ratio Rate Int & Prin
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ML664 10266114413 32,741.57 06/01/96 05/01/11 179.00 07/01/96 84.9 12.690 408.43
ML664 10266114414 14,000.00 06/01/96 05/01/11 179.00 06/01/96 89.5 12.840 175.66
ML664 10266114423 96,000.00 06/14/96 05/14/11 179.41 06/14/96 82.7 9.900 835.38
ML664 10266114436 12,350.00 06/21/96 05/21/11 179.64 06/21/96 85.0 11.000 140.37
ML664 10266114464 22,000.00 06/20/96 05/20/11 179.61 06/20/96 79.9 11.000 250.05
ML664 10266114466 25,000.00 06/21/96 05/21/11 179.64 06/21/96 68.2 11.000 284.15
ML664 10266114549 24,000.00 06/20/96 05/20/11 179.61 06/20/96 79.5 14.000 319.62
ML664 10266114582 33,000.00 05/25/96 04/25/11 178.78 05/25/96 80.9 11.690 389.50
ML664 10266114585 12,682.00 06/01/96 05/01/16 239.00 06/01/96 90.0 12.340 142.66
ML664 10266114589 26,704.00 06/01/96 05/01/11 179.00 06/01/96 89.9 12.840 335.06
ML664 10266114591 39,848.00 06/03/96 05/03/11 179.05 06/03/96 90.0 12.350 487.25
ML664 10266114597 30,000.00 06/13/96 05/13/26 359.38 06/13/96 45.4 10.950 284.56
ML664 10266114645 17,500.00 06/21/96 05/21/11 179.64 06/21/96 78.2 13.400 226.04
ML664 10266114654 252,000.00 06/17/96 05/17/26 359.51 06/17/96 80.0 12.450 2,679.72
ML664 10266114734 25,300.00 06/22/96 05/22/11 179.67 06/22/96 89.7 11.250 291.54
ML664 10266114769 61,000.00 06/17/96 05/17/11 179.51 06/17/96 70.9 9.250 501.83
ML664 10266114781 43,500.00 06/17/96 05/17/11 179.51 06/17/96 90.0 11.250 501.27
ML664 10266114816 15,370.00 06/01/96 05/01/11 179.00 06/01/96 73.7 14.850 213.54
ML664 10266114853 18,200.00 06/15/96 05/15/11 179.44 06/15/96 89.8 11.400 211.45
ML664 10266114880 49,000.00 06/20/96 05/20/11 179.61 06/20/96 89.6 11.550 573.97
ML664 10266114947 85,000.00 06/22/96 05/22/16 239.67 06/22/96 77.7 10.700 860.07
ML664 10266114972 180,000.00 06/20/96 05/20/11 179.61 06/20/96 76.5 9.500 1,513.54
ML664 10266114992 21,000.00 06/13/96 05/13/11 179.38 06/13/96 88.3 11.400 243.99
ML664 10266115147 76,500.00 06/17/96 05/17/11 179.51 06/17/96 85.0 9.900 665.70
ML664 10266115149 11,600.00 06/23/96 05/23/06 119.70 06/23/96 53.6 10.150 154.26
ML664 10266115173 80,200.00 06/15/96 05/15/26 359.44 06/15/96 85.8 11.490 793.60
ML664 10266115351 34,000.00 06/06/96 05/06/11 179.15 06/06/96 79.9 13.750 447.10
ML664 10266115352 24,968.24 06/06/96 05/06/11 179.15 07/06/96 80.0 15.000 354.12
ML664 10266115353 17,750.00 06/03/96 05/03/11 179.05 06/03/96 90.0 12.440 218.08
ML664 10266115354 11,000.00 06/06/96 05/06/11 179.15 06/06/96 64.8 11.940 131.59
ML664 10266115363 54,118.00 06/06/96 05/06/11 179.15 06/06/96 89.8 11.940 647.42
ML664 10266115369 23,500.00 06/06/96 05/06/11 179.15 06/06/96 17.5 11.440 273.63
ML664 10266115377 31,400.00 06/06/96 05/06/11 179.15 06/06/96 75.4 12.940 396.05
ML664 10266115383 39,825.00 06/06/96 05/06/11 179.15 06/06/96 89.9 11.940 476.43
ML664 10266115399 146,200.00 06/24/96 05/24/11 179.74 06/24/96 85.0 9.300 1,208.05
ML664 10266115556 72,000.00 06/20/96 05/20/11 179.61 06/20/96 78.2 12.600 892.11
ML664 10266115586 22,800.00 06/23/96 05/23/06 119.70 06/23/96 79.9 12.950 339.76
ML664 10266115688 31,000.00 06/21/96 05/21/11 179.64 06/21/96 53.4 11.990 318.63
ML664 10266115696 75,600.00 06/07/96 05/07/26 359.18 06/07/96 90.0 11.940 774.14
ML664 10266115699 31,950.00 06/07/96 05/07/11 179.18 06/07/96 83.0 12.940 402.98
ML664 10266115702 12,500.00 06/15/96 05/15/11 179.44 06/15/96 89.3 11.250 121.41
ML664 10266115734 26,000.00 06/22/96 05/22/06 119.67 06/22/96 46.0 11.750 369.28
ML664 10266115809 17,000.00 06/16/96 05/16/16 239.47 06/16/96 82.7 11.250 178.37
ML664 10266115831 16,000.00 06/06/96 05/06/11 179.15 06/06/96 89.7 12.840 200.76
ML664 10266115910 126,000.00 06/22/96 05/22/26 359.67 06/22/96 90.0 10.750 1,176.19
ML664 10266116035 31,995.00 06/17/96 05/17/11 179.51 06/17/96 80.0 9.750 338.94
ML664 10266116238 39,886.57 06/01/96 05/01/16 239.00 07/01/96 45.9 9.050 361.18
ML664 10266116261 45,000.00 06/21/96 05/21/11 179.64 06/21/96 45.0 13.750 524.30
ML664 10266117171 51,000.00 06/20/96 05/20/11 179.61 06/20/96 85.0 12.200 532.46
ML664 10266117172 44,000.00 06/21/96 05/21/26 359.64 06/21/96 55.0 12.240 460.73
ML664 10266117194 72,000.00 06/01/96 05/01/11 179.00 06/01/96 57.1 11.950 737.83
ML664 10266118442 42,000.00 06/22/96 05/22/11 179.67 06/22/96 80.0 9.250 432.26
------------- ------------ ----------------------------------------
14,221,192.22 232.66 76.9 11.257 145,734.95
66,345,798.64 226.54 77.4 11.122 675,660.23
</TABLE>
<PAGE>
Page 28
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule
A division of Superior Bank FSB 1996-2 Class 1 - Initial Pool of Fixed Rate Mortgages - Settlement 6/19/96
Principal
Zip Balance at
Sale ID Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
SBCL 10266051697 RUSSO VINCENT 8012 13TH AVENUE BROOKLYN NY 11228 100,000.00
SBCL 10266061806 LOMBARDO CLAUDIA 483-485 JEWETT AVENUE STATEN ISLAND NY 10302 134,000.00
SBCL 10266065414 INC M&H REALTY 204 HIGHWAY 35 ABERDEEN NJ 07725 165,000.00
SBCL 10266065922 QUIROS TERESITA GARCIA 4411 NEW YORK AVENUE UNION CITY NJ 07087 74,000.00
SBCL 10266068840 NUNEZ FELIX 413-415 PALISADE AVENUE UNION CITY NJ 07087 130,000.00
SBCL 10266071738 KILLEEN ELIZABETH 124 MAIN STREET COLD SPRING NY 10516 120,000.00
SBCL 10266071956 DENIS LINUS J 1077 NOSTRAND AVENUE BROOKLYN NY 11225 118,000.00
SBCL 10266073879 HYNEY MACNAIR 14 CENTER STREET FORT PLAIN NY 13339 84,000.00
SBCL 10266075083 DACHE ANDRE 461 DEKALB AVENUE BROOKLYN NY 11205 210,000.00
SBCL 10266077362 BOUCICAUT YVON 1481 FULTON STREET BROOKLYN NY 11216 74,750.00
SBCL 10266078295 INC KENVILLE INN 712 ROUTE 46 KENVIL NJ 07847 104,000.00
SBCL 10266079244 RUDMAN JOSEPH S 710 SHORB AVENUE N W CANTON OH 44702 35,000.00
SBCL 10266084868 CARPINONE CARMINE 160 DIVINE CORNERS ROAD LOCH SHELDRAKE NY 12759 437,500.00
SBCL 10266085092 REYES RAMON 289-91 12TH AVE/580/582 22 ST PATERSON NJ 07509 129,500.00
SBCL 10266085879 BOND ELIZABETH 102 RALPH AVENUE BROOKLYN NY 11221 65,000.00
SBCL 10266088168 GAIO ALEXANDER 59 EAST MAIN STREET KINGS PARK NY 11754 375,000.00
SBCL 10266089007 CORP GREENVILLE 50-52 GRAHAM AVENUE PATERSON NJ 07500 100,000.00
SBCL 10266089494 DELACRUZ ALCIBIADES 991 DUMONT AVENUE BROOKLYN NY 11207 129,500.00
SBCL 10266091329 PENN STEPHEN H 98 REMSEN STREET BROOKLYN NY 11201 725,000.00
SBCL 10266091526 DIROSA ANGELO 1763 81ST STREET BROOKLYN NY 11214 115,000.00
SBCL 10266095009 JOHNSON WILMON D 8023-25 VERNON AVENUE CHICAGO IL 60619 75,000.00
SBCL 10266095300 PINSON MENDEL 327 KINGSTON AVENUE BROOKLYN NY 11213 113,700.00
SBCL 10266096370 CORP TIWIL HOLDING 89 COLUMBIA STREET ALBANY NY 12210 95,000.00
SBCL 10266096396 LASCANO MARCOS 4121 NEW YORK AVENUE UNION CITY NJ 07087 122,500.00
SBCL 10266096471 SAPP THELMA 557 EAST 26TH STREET BROOKLYN NY 11221 118,000.00
SBCL 10266097540 KROCK JANE 5901 W IRVING PARK RD CHICAGO IL 60634 160,000.00
SBCL 10266097541 HARRIS MARY 4542-44 SOUTH INDIANA CHICAGO IL 60653 66,000.00
SBCL 10266098314 DALZELL LAUDRICK 1631 SAINT MARKS AVENUE BROOKLYN NY 11233 112,000.00
SBCL 10266098898 INC EFFINGER ENTERPRISES 1578-1586 EAST MAIN STREET ROCHESTER NY 14609 100,000.00
SBCL 10266100057 CHANDOUTIE JOSEPH 289 ARLINGTON AVENUE BROOKLYN NY 11208 140,000.00
SBCL 10266100403 COR 176 HOWARD AVE REALTY 176 HOWARD AVENUE BROOKLYN NY 11233 182,000.00
SBCL 10266100904 WHITE ARNOLD H 7142-44 SOUTH EAST END AVE CHICAGO IL 60649 136,500.00
SBCL 10266101015 INC ASCA REALTY 90 FOURTH STREET PASSAIC NJ 07055 100,000.00
SBCL 10266101469 GAYLE AVIS ROBERTS 525 THROOP AVENUE BROOKLYN NY 11221 287,000.00
SBCL 10266101529 INSERRA FRANCESCO 5230 NORTH OAKVIEW CHICAGO IL 60656 141,500.00
SBCL 10266101907 CO WITHIN THE TIME REALTY 92 EAST 53RD STREET BROOKLYN NY 11203 235,000.00
SBCL 10266101941 ZAPPIER GEORGE JR 593 PROSPECT AVENUE BRONX NY 10455 81,250.00
SBCL 10266102545 LEWIS WINSTON 344 ASHFORD STREET BROOKLYN NY 11207 105,000.00
SBCL 10266103967 BUSH LEWIS D TER 4601 SOUTH ALBANY CHICAGO IL 60632 79,700.00
SBCL 10266104224 LEGROS JACQUES R 71 SCHAEFER STREET BROOKLYN NY 11207 100,000.00
SBCL 10266104657 MELCHOR ERSKIN C SR 7757-59 SOUTH ESSEX CHICAGO IL 60649 169,000.00
SBCL 10266104658 MELCHOR ERSKIN C SR 4530 SOUTH ELLIS AVENUE CHICAGO IL 60653 97,500.00
SBCL 10266105284 KASHEM ABUL 509 MCDONALD AVENUE BROOKLYN NY 11218 133,250.00
SBCL 10266105927 OLLEY DAVID 43020 NYS RT 3 NATURAL BRIDGE NY 13665 105,000.00
SBCL 10266106842 CALDERON ENRIQUE 121 BOERUM STREET BROOKLYN NY 11206 122,500.00
SBCL 10266109008 GAMBA RAFAEL 741 PARK AVENUE BROOKLYN NY 11206 97,500.00
SBCL 10266110855 WHITE ETHER 4042-46 WEST WILCOX CHICAGO IL 60624 99,000.00
SBCL 10266110957 SAWYER OLLIE 6842-44 SOUTH RIDGELAND CHICAGO IL 60649 160,000.00
---------------------------------------- ------------------
48 Sale Total 6,959,150.00
</TABLE>
<TABLE>
<CAPTION>
Cut-off Date First Original Current Scheduled
Principal Payment Maturity Rem Date LTV Mortgage Payment
Sale ID Account Balance Date Date Term Due Ratio Rate Int & Prin
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SBCL 10266051697 96,312.29 10/01/94 09/01/09 159.00 06/01/96 46.5 11.500 1,168.19
SBCL 10266061806 131,422.54 01/01/95 12/01/09 162.00 06/01/96 65.0 11.750 1,452.17
SBCL 10266065414 159,693.20 04/01/95 03/01/10 165.00 06/01/96 55.0 11.500 1,927.51
SBCL 10266065922 71,783.96 04/01/95 03/01/10 165.00 06/01/96 54.8 11.990 887.65
SBCL 10266068840 126,106.97 04/01/95 03/01/10 165.00 06/01/96 54.1 11.990 1,559.38
SBCL 10266071738 117,266.41 07/01/95 06/01/10 168.00 06/01/96 43.6 12.250 1,286.09
SBCL 10266071956 115,683.99 08/01/95 07/01/10 169.00 06/01/96 54.8 11.500 1,378.46
SBCL 10266073879 81,965.28 07/01/95 06/01/10 168.00 06/01/96 60.0 11.500 981.28
SBCL 10266075083 208,928.32 08/01/95 07/01/10 169.00 06/01/96 59.1 12.500 2,289.74
SBCL 10266077362 73,219.96 08/01/95 07/01/10 169.00 06/01/96 65.0 12.250 909.18
SBCL 10266078295 103,464.08 10/01/95 09/01/10 171.00 06/01/96 54.7 11.100 1,026.85
SBCL 10266079244 34,832.92 10/01/95 09/01/10 171.00 07/01/96 70.0 12.250 375.11
SBCL 10266084868 430,237.28 10/01/95 09/01/10 171.00 06/01/96 50.0 11.990 5,247.92
SBCL 10266085092 128,062.84 01/01/96 12/01/10 174.00 06/01/96 70.0 11.100 1,480.04
SBCL 10266085879 64,280.03 01/01/96 12/01/10 174.00 06/01/96 44.8 11.100 742.87
SBCL 10266088168 373,635.07 12/01/95 11/01/10 173.00 06/01/96 57.6 11.800 3,894.28
SBCL 10266089007 99,733.24 01/01/96 12/01/10 174.00 06/01/96 60.6 12.100 1,060.62
SBCL 10266089494 127,839.78 12/01/95 11/01/10 173.00 06/01/96 70.0 11.800 1,537.59
SBCL 10266091329 715,432.45 12/01/95 11/01/10 173.00 06/01/96 53.1 11.250 8,354.50
SBCL 10266091526 113,696.48 01/01/96 12/01/10 174.00 06/01/96 41.0 11.100 1,314.32
SBCL 10266095009 74,309.48 01/01/96 12/01/10 174.00 06/01/96 48.3 13.100 953.87
SBCL 10266095300 112,495.09 01/01/96 12/01/10 174.00 06/01/96 64.9 11.600 1,335.47
SBCL 10266096370 94,820.66 03/01/96 02/01/11 176.00 06/01/96 52.7 11.100 937.98
SBCL 10266096396 121,742.91 03/01/96 02/01/11 176.00 06/01/96 70.0 11.800 1,454.48
SBCL 10266096471 117,463.91 01/01/96 12/01/10 174.00 06/01/96 50.8 12.500 1,286.62
SBCL 10266097540 159,802.71 03/01/96 02/01/11 176.00 06/01/96 36.3 13.500 1,865.03
SBCL 10266097541 65,924.43 02/01/96 01/01/11 175.00 06/01/96 55.0 15.500 871.03
SBCL 10266098314 111,197.41 03/01/96 02/01/11 176.00 06/01/96 60.5 13.500 1,454.12
SBCL 10266098898 99,399.14 03/01/96 02/01/11 176.00 06/01/96 60.6 12.100 1,206.61
SBCL 10266100057 138,064.20 04/01/96 03/01/11 177.00 06/01/96 70.0 12.300 1,505.64
SBCL 10266100403 180,873.24 03/01/96 02/01/11 176.00 06/01/96 65.0 12.250 2,213.66
SBCL 10266100904 136,500.00 06/01/96 05/01/11 179.00 06/01/96 65.0 11.100 1,560.04
SBCL 10266101015 99,224.58 03/01/96 02/01/11 176.00 07/01/96 62.5 12.500 1,232.52
SBCL 10266101469 285,739.56 04/01/96 03/01/11 177.00 06/01/96 70.0 11.100 3,280.08
SBCL 10266101529 141,500.00 06/01/96 05/01/11 179.00 06/01/96 30.4 12.990 1,789.39
SBCL 10266101907 233,715.93 03/01/96 02/01/11 176.00 06/01/96 55.2 13.100 2,988.80
SBCL 10266101941 81,250.00 04/01/96 03/01/11 177.00 06/01/96 65.0 13.600 953.26
SBCL 10266102545 103,949.85 03/01/96 02/01/11 176.00 06/01/96 70.0 11.300 1,213.28
SBCL 10266103967 79,700.00 05/01/96 04/01/11 178.00 07/01/96 41.9 11.600 815.96
SBCL 10266104224 99,661.25 05/01/96 04/01/11 178.00 06/01/96 53.4 13.250 1,189.43
SBCL 10266104657 168,919.18 05/01/96 04/01/11 178.00 06/01/96 65.0 12.600 1,855.32
SBCL 10266104658 97,453.37 05/01/96 04/01/11 178.00 06/01/96 69.6 12.600 1,070.38
SBCL 10266105284 133,185.12 05/01/96 04/01/11 178.00 06/01/96 65.0 12.500 1,452.90
SBCL 10266105927 104,478.40 05/01/96 04/01/11 178.00 06/01/96 58.9 12.500 1,294.15
SBCL 10266106842 122,500.00 06/01/96 05/01/11 179.00 06/01/96 70.0 12.200 1,308.34
SBCL 10266109008 97,500.00 05/01/96 04/01/11 178.00 06/01/96 65.0 12.250 1,185.89
SBCL 10266110855 99,000.00 06/01/96 05/01/11 179.00 06/01/96 55.0 16.000 1,345.30
SBCL 10266110957 160,000.00 06/01/96 05/01/11 179.00 06/01/96 64.0 12.600 1,756.52
-------------- ------------ ----------------------------------------
6,893,967.51 173.72 57.6 12.095 80,249.82
</TABLE>
<PAGE>
Page 29
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule
A division of Superior Bank FSB 1996-2 Class 1 - Initial Pool of Fixed Rate Mortgages - Settlement 6/19/96
Principal
Zip Balance at
Sale ID Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
SBCL2 10266065393 MUI CHING MEI 755 CONEY ISLAND AVENUE BROOKLYN NY 11218 97,500.00
SBCL2 10266100529 BRYANT GERALDINE W 6134-38 WEST NORTH AVE CHICAGO IL 60639 121,000.00
SBCL2 10266100686 BEVERWYK HELEN M 1400-02 WEST SUPERIOR CHICAGO IL 60622 75,000.00
---------------------------------------- ------------------
3 Sale Total 293,500.00
51 Total with Superior Retail 7,252,650.00
1,464 Grand Total 91,820,956.00
</TABLE>
<TABLE>
<CAPTION>
Cut-off Date First Original Current Scheduled
Principal Payment Maturity Rem Date LTV Mortgage Payment
Sale ID Account Balance Date Date Term Due Ratio Rate Int & Prin
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SBCL2 10266065393 94,801.27 03/01/95 02/01/10 164.00 06/01/96 55.0 11.500 1,138.99
SBCL2 10266100529 120,861.11 04/01/96 03/01/11 177.00 06/01/96 44.0 11.600 1,238.78
SBCL2 10266100686 71,956.44 03/01/96 02/01/11 176.00 07/01/96 35.7 11.100 857.16
--------------- --------- ----------------------------------------
287,618.82 172.46 45.5 11.442 3,234.93
7,181,586.33 173.67 57.1 12.069 83,484.75
91,623,068.53 221.44 75.5 11.150 939,175.00
</TABLE>
<PAGE>
Page 1
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule A
A division of Superior Bank FSB 1996-2 Class 2 - Initial Pool of Adjustable Rate Mortgages - Settlement 6/19/96
Principal
Zip Balance at
Sale ID Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
BS11 10216094564 HUTCHINSON CEPHAS A 536 BLUE HILLS AVENUE HARTFORD CT 06112 72,200.00
BS11 10216099687 THOMPSON JAMES 626 LAWSON DRIVE LAKE ORION MI 48362 30,000.00
BS11 10216100709 LOGAN DONALD 197 BRIDLE RIDGE PLACE NW BREMERTON WA 98311 120,000.00
BS11 10216101134 SMITH MINNIE 7942 S KENWOOD CHICAGO IL 60619 57,700.00
BS11 10216101549 ROBINSON MARIE M 4200 FLORIDA AVENUE CINCINNATI OH 45223 78,100.00
BS11 10216101972 RODGERS LEANDREW 919 SOUTH 10TH AVENUE MAYWOOD IL 60153 88,400.00
BS11 10216102053 MILLER KAREN E 703 SPRINGBROOK AURORA IL 60506 88,000.00
BS11 10216102406 GARRETT MILLARD 106 ROSE LEA AVE HAMILTON OH 45011 28,000.00
BS11 10216102687 BLUNT ROBERT C 1615 SOUTH 4TH AVENUE MAYWOOD IL 60153 60,000.00
BS11 10216102758 CANAN MICHAEL J 728 PRICE STREET RAVENNA OH 44266 45,000.00
BS11 10216103311 LATSCH FRANK W 780 OLD TOWN ROAD SELDEN NY 11784 129,500.00
BS11 10216103753 DOUGLAS BRUCE L 2401 DUFFY LANE RIVERWOODS IL 60015 395,500.00
BS11 10216104480 SMITH JACQUELINE V 561 WARDS CORNER RD LOVELAND OH 45140 130,500.00
BS11 10216104564 BURNHAM CATHERINE 16344 BIRCHCROFT DRIVE BROOK PARK OH 44142 72,100.00
BS11 10216104684 BOEKEL DENNIS W 515 ASHTON MANOR DRIVE LOGANVILLE GA 30248 96,900.00
BS11 10216104795 GRESCO DALE R 916 WEST DRIVE SHEFFIELD LAKE OH 44054 73,600.00
BS11 10216105048 KYER STEVEN L 998 NORTON AVENUE NORTON OH 44203 148,000.00
BS11 10216105084 JOHNSON WILLIAM C 46 LELAND DRIVE MABLETON GA 30059 56,250.00
BS11 10216105159 RAPSIN VICKY D 104 S BENSON AVE PLAINFIELD IL 60451 81,000.00
BS11 10216105325 SMITH ROBERT J 2633 PLYMOUTH GAGEVILLE ROAD ASHTABULA OH 44004 66,000.00
BS11 10216105461 BRADFORD DENNIS 311 OHIO STREET FAIRBORN OH 45324 46,500.00
BS11 10216105518 WALTERS LAURA D 32815 PARKWAY DRIVE SOLON OH 44139 77,000.00
BS11 10216105583 LORICK MONICA D 7634 SOUTH EBERHART CHICAGO IL 60619 67,500.00
BS11 10216105665 WAUGH DONOVAN T 1828 LONG VALLEY GLENVIEW IL 60025 133,900.00
BS11 10216105741 WOLD KATHLEEN M 1803 HOLLY AVENUE DARIEN IL 60561 181,600.00
BS11 10216105832 RUNYAN DONALD W 5581 SOUTH NORTHWOOD DRIVE EVERGREEN CO 80439 114,000.00
BS11 10216105964 ARROYO ROSA DELIA 1342 GROVE STREET AURORA IL 60505 25,000.00
BS11 10216106118 BURGY RANDY D 25569 NORVELL CHESTERFIELD TWP MI 48051 102,000.00
BS11 10216106168 BLECHA CAROL J 3938 GLENDENNING ROAD DOWNERS GROVE IL 60515 95,000.00
BS11 10216106562 KRAMER EUGENE J 1013 FOREST TRIAL SUGAR GROVE IL 60554 105,000.00
BS11 10216106677 HOSKING PETER 29881 CLUBHOUSE FARMINGTON HILLS MI 48134 171,000.00
BS11 10216106943 GARCIA ROBERT S 36 BURGESS DRIVE GLENDALE HEIGHTS IL 60139 127,800.00
BS11 10216107223 HENDERSON SHERRY D 1164 SOUTH RIFLE STREET AURORA CO 80017 166,500.00
BS11 10216107274 BARNES SUSAN 2418 BURR OAK AVE NORTH RIVERSIDE IL 60546 55,000.00
BS11 10216107309 NOLAN MARYANN T 9339 S LONGWOOD DR CHICAGO IL 60620 55,000.00
BS11 10216108304 ROSS VIRGINIA 1476 WENTWORTH CALUMET CITY IL 60409 42,000.00
BS11 10216109236 RAETHER CHARLES F 1038 VIEWPOINT LAKE IN THE HILLS IL 60102 110,200.00
BS11 10216109256 LEWIS CARL 1421 GREENWOOD AVENUE EVANSTON IL 60201 158,100.00
BS11 10216109894 BURNETT GEORGE T 9030 S PHILLIPS CHICAGO IL 60617 103,500.00
------------------------------------------ ---------------
39 Sale Total 3,853,350.00
</TABLE>
<TABLE>
<CAPTION>
Cut-off Date First Initial Minimum Maximum
Principal Payment Maturity Mortgage Mortgage Mortgage Gross
Sale ID Account Balance Date Date Rate Rate Rate Margin
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BS11 10216094564 72,110.82 03/01/96 02/01/26 10.375 10.375 16.375 7.500
BS11 10216099687 29,977.32 05/01/96 04/01/26 10.750 10.750 16.750 6.750
BS11 10216100709 119,932.73 05/01/96 04/01/26 8.875 8.875 14.875 5.500
BS11 10216101134 57,663.21 05/01/96 04/01/26 8.250 8.250 14.250 5.000
BS11 10216101549 78,061.58 05/01/96 04/01/26 9.500 9.500 15.500 6.250
BS11 10216101972 88,350.44 05/01/96 04/01/26 8.875 8.875 14.875 5.500
BS11 10216102053 87,927.83 05/01/96 04/01/26 10.375 10.375 16.375 7.000
BS11 10216102406 27,985.48 05/01/96 04/01/26 9.250 9.250 15.250 6.000
BS11 10216102687 59,969.70 05/01/96 04/01/26 9.375 9.375 15.375 6.000
BS11 10216102758 44,976.06 05/01/96 04/01/26 9.125 9.125 15.125 6.000
BS11 10216103311 129,431.09 05/01/96 04/01/26 9.125 9.125 15.125 6.000
BS11 10216103753 395,283.97 05/01/96 04/01/26 9.000 9.000 15.000 5.750
BS11 10216104480 130,430.34 05/01/96 04/01/26 9.125 9.125 15.125 5.750
BS11 10216104564 72,062.62 05/01/96 04/01/26 9.250 9.250 15.250 6.000
BS11 10216104684 96,864.50 05/01/96 04/01/26 10.875 10.875 16.875 7.750
BS11 10216104795 73,571.53 05/01/96 04/01/26 10.625 10.625 16.625 7.250
BS11 10216105048 147,921.24 05/01/96 04/01/26 9.125 9.125 15.125 5.750
BS11 10216105084 56,161.69 04/01/96 03/01/26 9.375 9.375 15.375 6.750
BS11 10216105159 80,949.65 05/01/96 04/01/26 8.375 8.375 14.375 5.000
BS11 10216105325 65,933.09 05/01/96 04/01/26 9.375 9.375 15.375 6.000
BS11 10216105461 46,482.97 05/01/96 04/01/26 10.875 10.875 16.875 6.750
BS11 10216105518 76,959.02 06/01/96 04/01/26 9.125 9.125 15.125 5.750
BS11 10216105583 67,500.00 06/01/96 05/01/26 9.125 9.125 15.125 5.750
BS11 10216105665 133,849.59 05/01/96 04/01/26 10.750 10.750 16.750 6.750
BS11 10216105741 181,527.83 05/01/96 04/01/26 10.500 10.500 16.500 7.250
BS11 10216105832 113,936.09 05/01/96 04/01/26 8.875 8.875 14.875 5.500
BS11 10216105964 24,773.21 05/01/96 04/01/26 9.250 9.250 15.250 6.000
BS11 10216106118 101,951.14 05/01/96 04/01/26 9.625 9.625 15.625 6.250
BS11 10216106168 94,924.03 06/01/96 05/01/26 7.125 7.125 13.125 3.750
BS11 10216106562 104,881.83 05/01/96 04/01/26 8.875 8.875 14.875 5.500
BS11 10216106677 170,911.35 05/01/96 04/01/26 9.250 9.250 15.250 6.000
BS11 10216106943 127,731.99 05/01/96 04/01/26 9.125 9.125 15.125 5.750
BS11 10216107223 166,390.34 05/01/96 04/01/26 8.125 8.125 14.125 5.000
BS11 10216107274 54,944.24 05/01/96 04/01/26 9.375 9.375 15.375 6.000
BS11 10216107309 54,941.70 05/01/96 04/01/26 9.375 9.375 15.375 6.000
BS11 10216108304 41,978.23 05/01/96 04/01/26 9.250 9.250 15.250 6.000
BS11 10216109236 110,088.26 05/01/96 04/01/26 9.375 9.375 15.375 6.000
BS11 10216109256 158,024.26 05/01/96 04/01/26 9.625 9.625 15.625 6.250
BS11 10216109894 103,500.00 06/01/96 05/01/26 9.125 9.125 15.125 5.750
------------ ---------------------------------------------
3,850,860.97 9.321 9.321 15.321 5.993
</TABLE>
<PAGE>
Page 2
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule A
A division of Superior Bank FSB 1996-2 Class 2 - Initial Pool of Adjustable Rate Mortgages - Settlement 6/19/96
Principal
Zip Balance at
Sale ID Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
BS12 10216086599 VIOLA MILDRED 1112 BEVERLY ROAD BROOKLYN NY 11218 272,000.00
BS12 10216097154 WHEELER CALLY R 9369 GALE ROAD WHITE LAKE MI 48386 85,000.00
BS12 10216097280 MEEKS BOBBY R 879 N LEBANON STREET ARLINGTON VA 22205 161,000.00
BS12 10216098425 ALBRECHT PAUL M 119 HOCKENBURY DRIVE GLEN GARDNER NJ 08826 220,500.00
BS12 10216099471 KARCHERE HELEN 37 COUNTY STREET NORWALK CT 06851 160,000.00
BS12 10216099475 MANESH REZA 104 SHUNPIKE ROAD MADISON NJ 07940 139,000.00
BS12 10216099723 LONG LENORA 127 BROOKSIDE AVENUE ROOSEVELT NY 11575 90,950.00
BS12 10216101545 PRIETO ROXANA 108 PROSPECT STREET JERSEY CITY NJ 07307 84,000.00
BS12 10216102339 DEVITA JOSEPH M 108 PORTAL COURT BABYLON NY 11702 140,000.00
BS12 10216103008 OSZTROVICZKY TIBOR C 87-29 KINGSTON PLACE JAMAICA ESTATES NY 11432 217,000.00
BS12 10216105054 FORST GARY 5225 GREENVIEW CLARKSTON MI 48348 128,000.00
BS12 10216105055 DAKHLALLAH ASAAD 10 ANTHONY COURT DEARBORN MI 48126 162,000.00
BS12 10216105168 HALLAK SANAA 7235 HARTWELL AVE DEARBORN MI 48126 92,600.00
BS12 10216105380 MITCHELL MARK 4712 PARE LANE TRENTON MI 48183 92,000.00
BS12 10216105942 NEUMEISTER MARY RUTH 3316 CRESTON LANSING MI 48906 31,500.00
BS12 10216106322 BRYAN DEBORAH I 208 ELM STREET STATEN ISLAND NY 10310 136,500.00
BS12 10216106894 DEGENAARS PATRICIA 11 GERARD DRIVE WALDWICK NJ 07463 69,000.00
BS12 10216107265 BARNHART LORETTA 6523 GLORIA ROMULUS MI 48174 56,700.00
BS12 10216107655 SURACI RICHARD 219 JOHNSON ROAD HAMDEN CT 06518 110,000.00
BS12 10216108992 MACHESNEY MICHAEL 151 W PRINCETON PONTIAC MI 48340 50,000.00
BS12 10216109141 KOCH LEONORA 404 LYONS ROAD BASKING RIDGE NJ 07920 158,915.00
BS12 10216109142 KADHIM TAWFIQ 4873 CURTIS DEARBORN MI 48126 45,500.00
------------------------------------------ ---------------
22 Sale Total 2,702,165.00
</TABLE>
<TABLE>
<CAPTION>
Cut-off Date First Initial Minimum Maximum
Principal Payment Maturity Mortgage Mortgage Mortgage Gross
Sale ID Account Balance Date Date Rate Rate Rate Margin
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BS12 10216086599 268,959.74 01/01/96 12/01/25 9.625 9.625 15.625 7.500
BS12 10216097154 84,955.21 05/01/96 04/01/26 9.250 9.250 15.250 6.000
BS12 10216097280 160,741.00 03/01/96 02/01/26 9.125 9.125 15.125 6.000
BS12 10216098425 220,000.02 02/01/96 01/01/26 8.875 8.875 14.875 5.750
BS12 10216099471 159,840.85 03/01/96 02/01/26 11.375 11.375 17.375 8.250
BS12 10216099475 138,866.28 04/01/96 03/01/26 9.625 9.625 15.625 6.750
BS12 10216099723 90,908.68 05/01/96 04/01/26 9.875 9.875 15.875 6.750
BS12 10216101545 83,927.48 04/01/96 03/01/26 10.250 10.250 16.250 4.750
BS12 10216102339 139,858.05 05/01/96 04/01/26 9.375 9.375 15.375 6.250
BS12 10216103008 216,832.13 05/01/96 04/01/26 8.375 8.375 14.375 5.250
BS12 10216105054 127,918.38 05/01/96 04/01/26 8.250 8.250 14.250 5.000
BS12 10216105055 161,807.04 04/01/96 03/01/26 8.625 8.625 14.625 5.750
BS12 10216105168 92,518.30 05/01/96 04/01/26 6.625 6.625 12.625 3.750
BS12 10216105380 91,962.45 05/01/96 04/01/26 10.375 10.375 16.375 7.250
BS12 10216105942 31,456.35 05/01/96 04/01/26 9.125 9.125 15.125 6.000
BS12 10216106322 136,417.00 05/01/96 04/01/26 10.125 10.125 16.125 7.000
BS12 10216106894 68,932.94 05/01/96 04/01/26 8.625 8.625 14.625 5.250
BS12 10216107265 56,634.05 05/01/96 04/01/26 9.000 9.000 15.000 5.750
BS12 10216107655 110,000.00 06/01/96 05/01/26 8.875 8.875 14.875 5.500
BS12 10216108992 49,973.39 05/01/96 04/01/26 9.125 9.125 15.125 5.750
BS12 10216109141 158,777.54 05/01/96 04/01/26 10.125 10.125 16.125 7.750
BS12 10216109142 45,464.65 05/01/96 04/01/26 10.625 10.625 16.625 7.250
------------- ---------------------------------------------
2,696,751.53 9.325 9.325 15.325 6.268
</TABLE>
<PAGE>
Page 3
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule A
A division of Superior Bank FSB 1996-2 Class 2 - Initial Pool of Adjustable Rate Mortgages - Settlement 6/19/96
Principal
Zip Balance at
Sale ID Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
BS14 10216097181 DUKES WALTER 1980 W CHICAGO BLVD DETROIT MI 48206 76,700.00
BS14 10216097598 SANDY ROBERT 30378 KING ROAD HURON TOWNSHIP MI 48180 42,300.00
BS14 10216097806 FOX NED R 4455 SOUTH CREEK LANE MURRAY UT 84107 107,200.00
BS14 10216100453 CHAPPELL DON IRVING 34156 BACHELOR FLAT ROAD ST HELENS OR 97051 189,000.00
BS14 10216100618 EARNEST KAMRAN M 58 COOKS COURT WATERFORD NY 12188 96,000.00
BS14 10216101873 GILDERSLEEVE SUSAN B 104 SOUTH MEADOWCROFT DRIVE AKRON OH 44313 85,600.00
BS14 10216102369 AQUINO REMO 221 DUKES ROAD RAHWAY NJ 07065 116,000.00
BS14 10216103545 SMITH DUANE A 5223 HESSEN ROAD CASCO MI 48064 22,000.00
BS14 10216103683 REVLOCK MARSHA L 330 KAREN DRIVE CHARDON OH 44024 65,000.00
BS14 10216103862 CADY JEFFREY 717 MC ALISTER AVENUE WAUKEGAN IL 60085 99,000.00
BS14 10216103982 DAVILA RALPH J 823 JULIAN STREET DENVER CO 80204 75,000.00
BS14 10216104033 GIRALDO LUIS D 102 RADCLIFFE ROAD PLAINVIEW NY 11803 140,000.00
BS14 10216104069 GORZ LINDA M 20814 HUMBOLDT DRIVE FRANKFORT IL 60423 100,000.00
BS14 10216104460 SCHWERING STEPHAN L 3923 HOLMAN CIRLCE CINCINNATI OH 45236 50,000.00
BS14 10216104493 KNOX DAVID J 4041 SENOUR ROAD INDIANAPOLIS IN 46239 112,200.00
BS14 10216104781 MILLER TIMOTHY W 3301 RED TREE PLACE CASTLE ROCK CO 80104 374,000.00
BS14 10216104871 AL-NAJAAR ALI 6404 PAYNE DEARBORN MI 48126 51,800.00
BS14 10216105000 GALBRAITH JULIA 11887 SOUTH ASPEN RIDGE ROAD SANDY UT 84094 157,050.00
BS14 10216105019 BASIL FRANK E 27 PARIS STREET EAST PATCHOGUE NY 11772 83,000.00
BS14 10216105057 SCHILLING WILLIAM C 2329 N 115TH ST WAUWATOSA WI 53226 75,000.00
BS14 10216105445 DOWNS GARY 16940 S. MILLCREEK RD. NOBLESVILLE IN 46060 96,000.00
BS14 10216105831 LANNING LORI L 1263 EAST 357TH STREET EAST LAKE OH 44095 79,900.00
BS14 10216106098 BABULA ROBERT A 4160 KOLZE SCHILLER PARK IL 60176 125,800.00
BS14 10216106172 STEPHENS SUSIE MAE 10829 SOUTH NORMAL STREET CHICAGO IL 60628 46,000.00
BS14 10216106287 SCHRAB KEVIN J 9167 SOUTH GRANVILLE CIRCLE SANDY UT 84093 137,700.00
BS14 10216106380 JONES DENNIS L 786 EAST 1200 NORTH MAPLETON UT 84664 121,500.00
BS14 10216106392 ROSS JAMES O 44 COLONIAL CIRCLE THORNTON PA 19373 193,800.00
BS14 10216106489 WIEDLIN GEORGE T 2021 EMERSON MELROSE PARK IL 60164 101,700.00
BS14 10216106761 MERTENS RICHARD C 1108 NEW YORK AVENUE MANASQUAN NJ 08736 132,000.00
BS14 10216106794 KHIAL BAHRAM 1120 EAST 5690 SOUTH SALT LAKE CITY UT 84121 114,750.00
BS14 10216107237 CHASE THOMAS J 6492 MEADOW WOOD LANE SEDALIA CO 80135 260,000.00
BS14 10216107612 LEVANDER GILBERT A 22517 96TH STREET EAST BUCKLEY WA 98321 152,000.00
BS14 10216108224 BREWER ALAN D 6062 SOUTH DUDLEY WAY LITTLETON CO 80123 95,880.00
BS14 10216108395 TUST ROBERT 3310 COWHAND DRIVE COLORADO SPRINGS CO 80922 126,680.00
BS14 10216109386 RIDDLE FRANKLIN P 1525 PETAL WAY SAN JOSE CA 95129 324,000.00
------------------------------------------ ---------------
35 Sale Total 4,224,560.00
96 Total with Banco Santander 10,780,075.00
</TABLE>
<TABLE>
<CAPTION>
Cut-off Date First Initial Minimum Maximum
Principal Payment Maturity Mortgage Mortgage Mortgage Gross
Sale ID Account Balance Date Date Rate Rate Rate Margin
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BS14 10216097181 76,635.73 05/01/96 04/01/26 10.875 10.875 16.875 6.750
BS14 10216097598 42,300.00 06/01/96 05/01/26 10.750 10.750 16.750 6.750
BS14 10216097806 107,107.27 04/01/96 03/01/26 10.125 10.125 16.125 7.000
BS14 10216100453 188,934.42 05/01/96 04/01/26 11.125 11.125 17.125 8.000
BS14 10216100618 95,946.18 05/01/96 04/01/26 8.875 8.875 14.875 5.750
BS14 10216101873 85,600.00 06/01/96 05/01/26 10.875 10.875 16.875 7.500
BS14 10216102369 115,855.30 05/01/96 04/01/26 8.375 8.375 14.375 5.250
BS14 10216103545 21,653.54 06/01/96 05/01/26 8.375 8.375 14.375 5.000
BS14 10216103683 64,964.58 05/01/96 04/01/26 9.500 9.500 15.500 6.250
BS14 10216103862 99,000.00 06/01/96 05/01/26 9.375 9.375 15.375 6.000
BS14 10216103982 74,970.99 05/01/96 04/01/26 10.625 10.625 16.625 7.250
BS14 10216104033 139,842.46 05/01/96 04/01/26 8.875 8.875 14.875 6.000
BS14 10216104069 100,000.00 06/01/96 05/01/26 9.375 9.375 15.375 6.000
BS14 10216104460 50,000.00 06/01/96 05/01/26 9.375 9.375 15.375 6.000
BS14 10216104493 112,146.25 06/01/96 05/01/26 9.625 9.625 15.625 6.250
BS14 10216104781 373,830.09 05/01/96 04/01/26 9.875 9.875 15.875 6.500
BS14 10216104871 51,720.92 04/01/96 03/01/26 7.375 7.375 13.375 4.500
BS14 10216105000 156,964.22 05/01/96 04/01/26 9.000 9.000 15.000 5.750
BS14 10216105019 82,947.08 05/01/96 04/01/26 8.250 8.250 14.250 5.000
BS14 10216105057 74,960.09 06/01/96 05/01/26 9.125 9.125 15.125 5.750
BS14 10216105445 96,000.00 06/01/96 05/01/26 10.125 10.125 16.125 6.750
BS14 10216105831 79,865.59 06/01/96 05/01/26 10.125 10.125 16.125 6.750
BS14 10216106098 125,800.00 06/01/96 05/01/26 9.625 9.625 15.625 6.250
BS14 10216106172 46,000.00 06/01/96 05/01/26 9.375 9.375 15.375 6.000
BS14 10216106287 137,618.70 05/01/96 04/01/26 8.625 8.625 14.625 5.400
BS14 10216106380 121,444.80 05/01/96 04/01/26 9.875 9.875 15.875 6.750
BS14 10216106392 193,641.08 05/01/96 04/01/26 10.375 10.375 16.375 7.750
BS14 10216106489 101,700.00 06/01/96 05/01/26 8.375 8.375 14.375 5.000
BS14 10216106761 131,954.20 05/01/96 04/01/26 11.125 11.125 17.125 8.000
BS14 10216106794 114,688.94 05/01/96 04/01/26 9.125 9.125 15.125 5.750
BS14 10216107237 259,846.50 05/01/96 04/01/26 8.625 8.625 14.625 5.250
BS14 10216107612 151,941.20 05/01/96 04/01/26 10.625 10.625 16.625 7.250
BS14 10216108224 95,792.52 05/01/96 04/01/26 9.875 9.875 15.875 6.500
BS14 10216108395 126,564.43 05/01/96 04/01/26 9.875 9.875 15.875 6.500
BS14 10216109386 324,000.00 06/01/96 05/01/26 7.875 7.875 13.875 4.500
------------- ---------------------------------------------
4,222,237.08 9.502 9.502 15.502 6.223
10,769,849.58 9.393 9.393 15.393 6.152
</TABLE>
<PAGE>
Page 4
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule A
A division of Superior Bank FSB 1996-2 Class 2 - Initial Pool of Adjustable Rate Mortgages - Settlement 6/19/96
Principal
Zip Balance at
Sale ID Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ML122 10216091943 NAKITTO SHABENA 14431 SOUTH UNION AVENUE RIVERDALE IL 60627 69,200.00
ML122 10216102595 DUNLAP BRUCE L 15633 S.W. SORA COURT BEAVERTON OR 97007 147,000.00
ML122 10216103566 SMEDLEY GARTH T 4242 WEST RUTH DRIVE SALT LAKE CITY UT 84118 98,400.00
ML122 10216104132 ENNIS SHEILA 5405 N MULLIGAN CHICAGO IL 60630 128,000.00
ML122 10216104447 THUMSER VIVIAN WINSLOW 60 BAYPORT AVENUE BAYPORT NY 11705 148,750.00
ML122 10216104876 CARVER SHARON LYNN 2616 COLLINS STREET BLUE ISLAND IL 60406 58,000.00
ML122 10216104959 BEVERS JOSEPH R 3783 WYNTUCK CIRCLE NW KENNESAW GA 30144 79,000.00
ML122 10216105561 JONES BARRY A 4346 SOUTHWOOD DRIVE FRANKLIN WI 53132 112,700.00
ML122 10216106016 CESIRO ROBERT M 3331 LAWRENCE AVENUE OCEANSIDE NY 11572 180,000.00
ML122 10216106082 ILASI GASPER F 19 SECATOGUE AVENUE EAST ISLIP NY 11730 168,000.00
ML122 10216106266 STEVENSON PERCY 15232 SOUTH TURLINGTON HARVEY IL 60426 52,700.00
ML122 10216106273 BETTY TERRY D 6030 WEST OUTER DRIVE DETROIT MI 48235 56,200.00
ML122 10216106276 WALLACE BRENDA J 904 FAIRWOOD BLVD ELYRIA OH 44035 69,200.00
ML122 10216106321 MEYER KURT G 11046 W 167TH PL ORLAND PARK IL 60462 250,000.00
ML122 10216106439 LAWRENCE HARVEY 12424 SOUTH WALLACE CHICAGO IL 60628 47,600.00
ML122 10216106603 FLING STACEY A 8040 RED COACH AVENUE LAS VEGAS NV 89129 345,000.00
ML122 10216106754 CASH PAUL A 120 LANDING COURT BESSEMER CITY NC 28016 75,000.00
ML122 10216106885 NASSI ALEXIS 808 SOUTH 3RD STREET PHILADELPHIA PA 19147 55,250.00
ML122 10216106925 YOUNG CHARLES W 929 MCINTIRE AVENUE ZANESVILLE OH 43701 30,100.00
ML122 10216106944 DEACY JOHN 62-60 60TH DRIVE MASPETH NY 11378 125,000.00
ML122 10216107132 BOYD WILLIAM LANCE 2107 TUDOR CASTLE CIRCLE DECATUR GA 30035 80,500.00
ML122 10216107500 FIKE DAVID 128 MILLBROOK LANE SCHAUMBURG IL 60193 50,000.00
ML122 10216107983 WILLIAMS DEAN C 87 PRESIDENT STREET HEMPSTEAD NY 11550 120,000.00
ML122 10216108106 SPECKMAN WALTER J 1927 34TH AVENUE GREELEY CO 80631 81,900.00
ML122 10216108196 POTTER CHARLES V 26 STEVEN PLACE SMITHTOWN NY 11787 127,000.00
ML122 10216108485 MARTINEZ MICHAEL B 4607 W MORTEN AVENUE GLENDALE AZ 85301 96,050.00
ML122 10216108566 STANTON CARLA R 1600 BOSTON STREET AURORA CO 80010 51,850.00
ML122 10216108710 DUDEK ANTOINETTE V 17516 WOODBROOK LANE LOCKPORT IL 60441 97,500.00
ML122 10216108963 NEWTON EVERETTE L 3400 MERGANSER LANE ALPHARETTA GA 30202 247,900.00
ML122 10216109139 KAY MARSHA E 1018 YEADON AVENUE YEADON PA 19050 58,400.00
ML122 10216109247 WHITMAN STEVEN LYNN 7788 CYNTHIA COURT DOUGLASVILLE GA 30134 72,000.00
ML122 10216109387 RIDDLE FRANKLIN P 3267 MURIETTAS ROOST DORRINGTON CA 95223 71,400.00
ML122 10216109522 THOMPSON STEVEN A 3118 SOUTH HALIFAX STREET AURORA CO 80013 98,100.00
ML122 10216109604 BRODERICK KRISTIN A 6 SEACOURT LANE PORT JEFFERSON NY 11777 100,490.00
ML122 10216109745 WADE SHEILA M 7703 ORCHARD DR WONDER LAKE IL 60097 76,500.00
ML122 10216109867 DIANA KATHERINE A 141 SHAGBARK DRIVE DERBY CT 06418 50,000.00
ML122 10216110061 MAUSER PAUL S 9777 WEST 97TH PLACE WESTMINSTER CO 80022 182,700.00
ML122 10216110369 CHEATHAM HERBERT L 18515 COYLE DETROIT MI 48235 41,000.00
ML122 10216110440 BULLOCK EDWARD GENE 8572 SOUTH MCKENZIE LANE WEST JORDAN UT 84088 95,200.00
ML122 10216110513 VARGAS EDITH 6149 W ROSCOE CHICAGO IL 60634 107,800.00
------------------------------------------ ---------------
40 Sale Total 4,201,390.00
</TABLE>
<TABLE>
<CAPTION>
Cut-off Date First Initial Minimum Maximum
Principal Payment Maturity Mortgage Mortgage Mortgage Gross
Sale ID Account Balance Date Date Rate Rate Rate Margin
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ML122 10216091943 68,922.92 12/01/95 11/01/25 10.125 10.125 16.125 7.000
ML122 10216102595 146,898.84 05/01/96 04/01/26 7.875 7.875 13.875 4.750
ML122 10216103566 98,400.00 06/01/96 05/01/26 10.875 10.875 16.875 7.500
ML122 10216104132 128,000.00 06/01/96 05/01/26 11.125 11.125 17.125 7.500
ML122 10216104447 148,682.42 05/01/96 04/01/26 9.875 9.875 15.875 7.125
ML122 10216104876 58,000.00 06/01/96 05/01/26 9.625 9.625 15.625 6.000
ML122 10216104959 78,964.10 05/01/96 04/01/26 9.875 9.875 15.875 7.250
ML122 10216105561 112,626.28 05/01/96 04/01/26 8.125 8.125 14.125 5.000
ML122 10216106016 180,000.00 06/01/96 05/01/26 9.125 9.125 15.125 6.000
ML122 10216106082 167,889.10 05/01/96 04/01/26 11.375 11.375 17.375 8.375
ML122 10216106266 52,700.00 06/01/96 05/01/26 7.875 7.875 13.875 4.500
ML122 10216106273 56,200.00 06/01/96 05/01/26 9.375 9.375 15.375 6.000
ML122 10216106276 69,200.00 06/01/96 05/01/26 7.875 7.875 13.875 4.500
ML122 10216106321 250,000.00 06/01/96 05/01/26 10.875 10.875 16.875 7.250
ML122 10216106439 47,600.00 06/01/96 05/01/26 9.375 9.375 15.375 6.000
ML122 10216106603 345,000.00 06/01/96 05/01/26 9.125 9.125 15.125 5.500
ML122 10216106754 74,957.96 05/01/96 04/01/26 8.875 8.875 14.875 6.000
ML122 10216106885 55,229.75 05/01/96 04/01/26 10.875 10.875 16.875 7.750
ML122 10216106925 30,079.28 06/01/96 05/01/26 7.875 7.875 13.875 4.250
ML122 10216106944 125,000.00 06/01/96 05/01/26 9.125 9.125 15.125 5.750
ML122 10216107132 80,463.43 05/01/96 04/01/26 9.875 9.875 15.875 6.750
ML122 10216107500 50,000.00 06/01/96 05/01/26 7.375 7.375 13.375 3.750
ML122 10216107983 120,000.00 06/01/96 05/01/26 10.750 10.750 16.750 7.500
ML122 10216108106 81,843.64 05/01/96 04/01/26 7.875 7.875 13.875 4.500
ML122 10216108196 126,953.47 06/01/96 05/01/26 10.875 10.875 16.875 6.750
ML122 10216108485 96,050.00 06/01/96 05/01/26 9.625 9.625 15.625 6.250
ML122 10216108566 51,850.00 06/01/96 05/01/26 9.875 9.875 15.875 6.250
ML122 10216108710 97,453.03 06/01/96 05/01/26 9.625 9.625 15.625 6.000
ML122 10216108963 247,774.81 05/01/96 04/01/26 9.375 9.375 15.375 6.000
ML122 10216109139 58,400.00 06/01/96 05/01/26 8.625 8.625 14.625 5.500
ML122 10216109247 72,000.00 06/01/96 05/01/26 10.625 10.625 16.625 8.250
ML122 10216109387 71,400.00 06/01/96 05/01/26 7.125 7.125 13.125 3.750
ML122 10216109522 98,100.00 06/01/96 05/01/26 9.125 9.125 15.125 5.750
ML122 10216109604 100,490.00 06/01/96 05/01/26 7.125 7.125 13.125 3.750
ML122 10216109745 76,500.00 06/01/96 05/01/26 9.375 9.375 15.375 5.750
ML122 10216109867 49,945.49 06/01/96 05/01/26 8.625 8.625 14.625 6.500
ML122 10216110061 182,700.00 06/01/96 05/01/26 7.875 7.875 13.875 5.000
ML122 10216110369 40,980.35 06/01/96 05/01/26 9.625 9.625 15.625 6.000
ML122 10216110440 95,151.92 06/01/96 05/01/26 9.375 9.375 15.375 6.000
ML122 10216110513 107,800.00 06/01/96 05/01/26 9.375 9.375 15.375 6.000
------------ ---------------------------------------------
4,200,206.79 9.408 9.408 15.408 6.102
</TABLE>
<PAGE>
Page 5
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule A
A division of Superior Bank FSB 1996-2 Class 2 - Initial Pool of Adjustable Rate Mortgages - Settlement 6/19/96
Principal
Zip Balance at
Sale ID Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ML123 10216091758 MARTINEZ BENJAMIN 5 WEST LINDSLEY ROAD CEDAR GROVE TOWNSHIP NJ 07009 134,910.00
ML123 10216095487 RINGER DENNIS A 752 BASSETT STREET SALINE MI 48176 112,500.00
ML123 10216098577 KEARNEY ZANDRA 1784 BERGEN STREET BROOKLYN NY 11233 103,500.00
ML123 10216099022 SODHI JASKARAN S 63 LANGSTON POINT HENRIETTA NY 14623 187,000.00
ML123 10216099233 BAYDOUN ALI K 6942-44 JONATHON DEARBORN MI 48126 96,900.00
ML123 10216099682 CHOUDRY UME 313 TRIANGLE ROAD HILLSBOROUGH NJ 08876 168,300.00
ML123 10216099857 EGAN CHARLES M 57 GOLDFINCH GLEN HACKETTSTOWN NJ 07840 93,540.00
ML123 10216100190 VENDITTI MICHAEL P 90 NORTH STREET BLOOMSBURY NJ 08804 103,500.00
ML123 10216100450 JEROME YVES 5 KEATING PLACE HARTSDALE NY 10530 161,250.00
ML123 10216100770 BROWNE CLIFFORD B 1124 VALLEY ROAD NEW CANAAN CT 06840 430,000.00
ML123 10216101155 CHRYSIKO THOMAS EFTHIMIOS 459 SHANNON PLACE CLIFFSIDE PARK NJ 07010 170,000.00
ML123 10216102138 NIONES ALFREDO 88-02 239TH STREET BELLEROSE NY 11426 152,000.00
ML123 10216102365 HUNT JOHN 216 HARNED ROAD COMMACK NY 11725 174,400.00
ML123 10216102379 VALSOANEY JOHN A 13 FIELDSTONE DR SUSSEX NJ 07438 196,800.00
ML123 10216102561 BRAHA EDWARD 723 51ST STREET BROOKLYN NY 11220 114,000.00
ML123 10216102690 SWARTHOUT BRIAN 1400 PACIFIC AVENUE BEACHWOOD NJ 08722 85,850.00
ML123 10216102891 BYGRAVE DWIGHT 1936 CLOVE ROAD STATEN ISLAND NY 10304 104,550.00
ML123 10216103074 FLORES JOSE 12 HASECO AVENUE PORT CHESTER NY 10573 135,920.00
ML123 10216103201 GRANT DOUGLAS D 237 MERLINE ROAD VERNON CT 06066 140,000.00
ML123 10216103283 TORRES JAVIER 275 BIRMINGHAM STREET BRIDGEPORT CT 06606 64,175.00
ML123 10216103364 HYLARIS CHANTAL 534 BELLMORE AVENUE EAST MEADOW NY 11554 153,600.00
ML123 10216103615 MOORE CARL 22 ROOSEVELT PLACE BROOKLYN NY 11233 133,200.00
ML123 10216103719 WAYANS HOWELL 23 BENTLEY AVENUE JERSEY CITY NJ 07302 90,900.00
ML123 10216103918 DAVIS GILBERT W 41 JEFFERSON AVENUE NORTH PATCHOGUE NY 11772 71,900.00
ML123 10216104334 IENGO DOMINICK 133 COMMODORE DRIVE STATEN ISLAND NY 10309 133,250.00
ML123 10216104519 OSKARSSON GUDBJORN 1433 E CORTEZ ST PHOENIX AZ 85020 37,500.00
ML123 10216104620 PALADINO JOSEPH 36 WICKATUNK ROAD MANALAPAN NJ 07726 148,000.00
ML123 10216104774 LAWRENCE THOMAS K 103 EAST WOODCLIFFE AVENUE LITTLE FALLS NJ 07424 105,000.00
ML123 10216104824 CAVALLO VITO 1225 LYDIG AVENUE BRONX NY 10461 220,000.00
ML123 10216104917 PITTS JONI M 1368 WEST BROKEN ARROW DRIVE NEW PALESTINE IN 46163 157,000.00
ML123 10216105052 BROMBERG STEVEN S 835 EAST JASPER COURT GRANBY CO 80446 155,550.00
ML123 10216105183 GOLDSON YITZCHOK 1914 AVENUE I BROOKLYN NY 11230 160,500.00
ML123 10216105247 ARMETTA VINCENZO 12426 N 29TH PLACE PHOENIX AZ 85032 100,800.00
ML123 10216105289 HAGGERTY STEPHEN D 716 SUBURBAN ROAD UNION NJ 07083 138,000.00
ML123 10216105501 KAVANAUGH MARY ELIANE 145-61 224 STREET LAURELTON NY 11413 127,500.00
ML123 10216105607 MASCITELLI CLAUDIA 11 GRANT AVENUE FLEMINGTON NJ 08822 114,300.00
ML123 10216105777 CENTORE JOHN 2 WOODSHIRE COURT BALLSTON LAKE NY 12019 142,800.00
ML123 10216106030 DARLING KENNETH D 1801 REESE MANOR DRIVE FINKSBURG MD 21048 123,750.00
ML123 10216106447 TUDI ANTHONY J 255 74TH STREET NORTH ST PETERSBURG FL 33710 102,400.00
ML123 10216106760 RIVA JAVIER 104 GRIFFITH STREET JERSEY CITY NJ 07307 35,700.00
ML123 10216106820 HOUTAIT NAWAL 10461 S MORROW CIRCLE DEARBORN MI 48126 88,500.00
ML123 10216106907 DUNGY BRUCE A 23250 MILLARD SOUTHFIELD MI 48034 107,900.00
ML123 10216107211 REAGAN CHRISTOPHER J 141 DAVENPORT STREET SOMERVILLE NJ 08876 98,400.00
ML123 10216107288 ROSE KEVIN A 124 MUNSON ROAD BEACON FALLS CT 06403 140,000.00
ML123 10216107294 ULLMAN KAY S 7 MADELINE DRIVE RIDGEFIELD CT 06877 139,400.00
ML123 10216107354 ROETTGEN JOANNA L 7101 E DREYFUS AVE SCOTTSDALE AZ 85254 132,100.00
ML123 10216107424 MCKENZIE STEVEN R 4231 SUNSET KNOLL DRIVE TRINITY NC 27370 181,000.00
ML123 10216107479 DRAKE LUCILLE G 245 RICH VALLEY RD MECHANICSBURG PA 17055 105,000.00
ML123 10216107482 MARCHESE EDITH 191 MOUNTAINDALE ROAD YONKERS NY 10710 159,800.00
ML123 10216107516 SEMAAN BOULOS 1224 S ALDER STREET PHILADELPHIA PA 19147 36,500.00
ML123 10216107600 BENNETT WILLIAM P 159 MANNING AVENUE NORTH PLAINFIELD NJ 07060 71,200.00
ML123 10216107652 EMMETT ELAINE R 412 LIBERTY COURT SCHENECTADY NY 12303 139,900.00
ML123 10216107661 MADSEN KIM 115 BARNETT STREET BOONTON NJ 07005 171,700.00
ML123 10216107733 BAZZI ZAYNAB 7820 APPOLINE DEARBORN MI 48126 90,900.00
ML123 10216107740 AL-KHAFAJI ALAA 7524 STEADMAN DEARBORN MI 48126 64,600.00
ML123 10216107787 STERLING HERMAN 18 CHAPMAN PLACE IRVINGTON NJ 07111 110,500.00
ML123 10216108082 VIOLA VINCENT 476 ST GEORGE ROAD STATEN ISLAND NY 10306 365,500.00
ML123 10216108163 KHAN MUZAMIL 436 OLD DOVER ROAD COLONIA NJ 07067 255,000.00
ML123 10216108170 OTTOMANO MICHAEL F 4 LAKESIDE DRIVE VALHALLA NY 10595 280,000.00
ML123 10216108185 MCGARRY EVERETT JOSEPH JR 1551 FRASER AVENUE MERRICK NY 11566 178,000.00
</TABLE>
<TABLE>
<CAPTION>
Cut-off Date First Initial Minimum Maximum
Principal Payment Maturity Mortgage Mortgage Mortgage Gross
Sale ID Account Balance Date Date Rate Rate Rate Margin
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ML123 10216091758 134,462.71 01/01/96 12/01/25 8.125 8.125 14.125 5.250
ML123 10216095487 112,328.23 03/01/96 02/01/26 9.375 9.375 15.375 5.750
ML123 10216098577 103,333.50 03/01/96 02/01/26 9.125 9.125 15.125 6.000
ML123 10216099022 186,819.59 04/01/96 03/01/26 9.625 9.625 15.625 7.250
ML123 10216099233 96,141.09 03/01/96 02/01/26 7.625 7.625 13.625 4.500
ML123 10216099682 168,176.12 04/01/96 03/01/26 10.875 10.875 16.875 7.750
ML123 10216099857 93,434.73 05/01/96 04/01/26 8.875 8.875 14.875 6.000
ML123 10216100190 103,365.14 03/01/96 02/01/26 10.125 10.125 16.125 7.000
ML123 10216100450 161,176.74 05/01/96 04/01/26 9.875 9.875 15.875 6.500
ML123 10216100770 429,688.78 06/01/96 05/01/26 7.625 7.625 13.625 4.750
ML123 10216101155 169,918.56 06/01/96 05/01/26 9.625 9.625 15.625 6.750
ML123 10216102138 151,845.88 05/01/96 04/01/26 9.375 9.375 15.375 6.250
ML123 10216102365 174,159.17 04/01/96 03/01/26 7.875 7.875 13.875 5.000
ML123 10216102379 196,727.89 05/01/96 04/01/26 10.875 10.875 16.875 7.750
ML123 10216102561 113,950.90 05/01/96 04/01/26 10.125 10.125 16.125 6.750
ML123 10216102690 85,773.72 05/01/96 04/01/26 10.000 10.000 16.000 6.750
ML123 10216102891 104,503.75 05/01/96 04/01/26 10.000 10.000 16.000 6.750
ML123 10216103074 135,875.35 05/01/96 04/01/26 11.375 11.375 17.375 8.000
ML123 10216103201 140,000.00 06/01/96 05/01/26 11.625 11.625 17.625 7.750
ML123 10216103283 64,148.81 05/01/96 04/01/26 10.375 10.375 16.375 7.250
ML123 10216103364 153,600.00 06/01/96 05/01/26 8.375 8.375 14.375 5.000
ML123 10216103615 133,136.19 05/01/96 04/01/26 9.625 9.625 15.625 6.750
ML123 10216103719 90,780.68 04/01/96 03/01/26 8.125 8.125 14.125 5.000
ML123 10216103918 71,870.65 06/01/96 05/01/26 10.375 10.375 16.375 8.250
ML123 10216104334 133,250.00 06/01/96 05/01/26 8.625 8.625 14.625 5.250
ML123 10216104519 37,478.97 05/01/96 04/01/26 8.875 8.875 14.875 5.500
ML123 10216104620 147,942.76 05/01/96 04/01/26 10.625 10.625 16.625 7.500
ML123 10216104774 105,000.00 06/01/96 05/01/26 8.625 8.625 14.625 6.500
ML123 10216104824 219,776.93 05/01/96 04/01/26 9.375 9.375 15.375 6.250
ML123 10216104917 157,000.00 06/01/96 05/01/26 8.375 8.375 14.375 5.000
ML123 10216105052 155,550.00 06/01/96 05/01/26 7.125 7.125 13.125 3.750
ML123 10216105183 160,444.31 05/01/96 04/01/26 11.125 11.125 17.125 8.000
ML123 10216105247 100,743.49 05/01/96 04/01/26 8.875 8.875 14.875 6.000
ML123 10216105289 137,860.09 04/01/96 03/01/26 9.375 9.375 15.375 6.250
ML123 10216105501 127,414.45 05/01/96 04/01/26 8.000 8.000 14.000 4.750
ML123 10216105607 114,184.11 05/01/96 04/01/26 9.375 9.375 15.375 6.750
ML123 10216105777 142,735.13 05/01/96 04/01/26 9.875 9.875 15.875 7.750
ML123 10216106030 123,750.00 06/01/96 05/01/26 10.875 10.875 16.875 6.750
ML123 10216106447 102,336.36 05/01/96 04/01/26 8.375 8.375 14.375 5.500
ML123 10216106760 35,700.00 06/01/96 05/01/26 10.125 10.125 16.125 6.750
ML123 10216106820 88,445.00 06/01/96 05/01/26 8.375 8.375 14.375 5.000
ML123 10216106907 107,900.00 06/01/96 05/01/26 10.125 10.125 16.125 6.750
ML123 10216107211 98,340.39 06/01/96 05/01/26 8.500 8.500 14.500 5.250
ML123 10216107288 139,903.65 06/01/96 05/01/26 7.875 7.875 13.875 5.000
ML123 10216107294 139,400.00 06/01/96 05/01/26 9.875 9.875 15.875 7.250
ML123 10216107354 131,838.12 05/01/96 04/01/26 10.625 10.625 16.625 7.250
ML123 10216107424 180,917.77 06/01/96 05/01/26 9.875 9.875 15.875 6.500
ML123 10216107479 104,946.97 06/01/96 05/01/26 9.375 9.375 15.375 6.000
ML123 10216107482 159,468.13 01/01/96 12/01/25 10.375 10.375 16.375 7.250
ML123 10216107516 36,474.87 05/01/96 04/01/26 7.875 7.875 13.875 4.750
ML123 10216107600 71,200.00 06/01/96 05/01/26 10.375 10.375 16.375 7.000
ML123 10216107652 139,848.74 06/01/96 05/01/26 10.875 10.875 16.875 7.500
ML123 10216107661 171,700.00 06/01/96 05/01/26 10.000 10.000 16.000 6.750
ML123 10216107733 90,900.00 06/01/96 05/01/26 7.750 7.750 13.750 4.500
ML123 10216107740 64,600.00 06/01/96 05/01/26 7.750 7.750 13.750 4.500
ML123 10216107787 110,500.00 06/01/96 05/01/26 9.500 9.500 15.500 6.250
ML123 10216108082 365,500.00 06/01/96 05/01/26 8.625 8.625 14.625 5.250
ML123 10216108163 254,898.66 06/01/96 05/01/26 10.500 10.500 16.500 7.750
ML123 10216108170 279,730.65 05/01/96 04/01/26 9.625 9.625 15.625 6.250
ML123 10216108185 178,000.00 06/01/96 05/01/26 8.625 8.625 14.625 6.250
</TABLE>
<PAGE>
Page 6
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule A
A division of Superior Bank FSB 1996-2 Class 2 - Initial Pool of Adjustable Rate Mortgages - Settlement 6/19/96
Principal
Zip Balance at
Sale ID Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ML123 10216108199 BROWN PERCY 195 HAWTHORNE STREET BROOKLYN NY 11225 163,800.00
ML123 10216108233 ANTONIOLI FRANK A 515 LONDON ROAD YORKTOWN HEIGHTS NY 10598 195,500.00
ML123 10216108322 MANNING ERIC T 306 VINONA STREET COMMERCE TOWNSHIP MI 48382 81,000.00
ML123 10216108471 CARTER NOMA K 8 IDEAL COURT PIKESVILLE MD 21208 108,000.00
ML123 10216108479 SIMMONS MILTON L 804 SOUTH CLAIBORNE STREET GOLDSBORO NC 27530 125,000.00
ML123 10216109237 CORBETT NINA 117-30 143RD STREET SOUTH OZONE PARK NY 11436 128,000.00
ML123 10216109249 WICHM STEPHEN CHRISTOPHER 10290 KINROSS ROAD ROSWELL GA 30076 168,800.00
ML123 10216109269 DOLAN DEBORAH C 3416 49TH STREET TAMPA FL 33605 30,000.00
ML123 10216109343 KOKKINIAS ALEXANDRA 8510 W WINONA CHICAGO IL 60656 180,000.00
ML123 10216109448 ELSAYED ALI 7746 MILLER ROAD DEARBORN MI 48126 112,500.00
ML123 10216109503 GILLIS LAWRENCE 10 CHANCE PLACE WEST BABYLON NY 11704 102,000.00
ML123 10216109837 HODROJ SIHAM 6400 TERNES DEARBORN MI 48126 94,500.00
ML123 10216110307 STEPP KIMBERLEE ANN 2590 MAPLECREST WATERFORD MI 48329 56,200.00
ML123 10216110467 MARTELL ANNA MARIE 111 TIMOTHY CIRCLE RADNOR PA 19087 123,500.00
ML123 10216110835 SAEED MABKHUT ALI 5941 WILLIAMSON DEARBORN MI 48126 73,600.00
ML123 10216111748 HARTIGAN JOSEPH J III 648 ESSEX DRIVE ROCHESTER HILLS MI 48309 164,500.00
------------------------------------------ ---------------
76 Sale Total 10,203,545.00
</TABLE>
<TABLE>
<CAPTION>
Cut-off Date First Initial Minimum Maximum
Principal Payment Maturity Mortgage Mortgage Mortgage Gross
Sale ID Account Balance Date Date Rate Rate Rate Margin
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ML123 10216108199 163,625.00 04/01/96 03/01/26 9.125 9.125 15.125 6.000
ML123 10216108233 195,500.00 06/01/96 05/01/26 8.875 8.875 14.875 5.500
ML123 10216108322 80,896.34 05/01/96 04/01/26 8.250 8.250 14.250 5.000
ML123 10216108471 107,942.53 05/01/96 04/01/26 9.125 9.125 15.125 5.750
ML123 10216108479 124,933.48 05/01/96 04/01/26 9.125 9.125 15.125 5.750
ML123 10216109237 128,000.00 06/01/96 05/01/26 7.125 7.125 13.125 3.750
ML123 10216109249 168,731.09 06/01/96 05/01/26 10.375 10.375 16.375 7.000
ML123 10216109269 30,000.00 06/01/96 05/01/26 9.125 9.125 15.125 5.750
ML123 10216109343 179,876.12 06/01/96 05/01/26 7.875 7.875 13.875 4.500
ML123 10216109448 112,500.00 06/01/96 05/01/26 8.375 8.375 14.375 5.000
ML123 10216109503 101,819.38 06/01/96 05/01/26 9.875 9.875 15.875 7.000
ML123 10216109837 94,449.71 06/01/96 05/01/26 9.125 9.125 15.125 5.750
ML123 10216110307 56,200.00 06/01/96 05/01/26 9.125 9.125 15.125 5.750
ML123 10216110467 123,500.00 06/01/96 05/01/26 9.125 9.125 15.125 5.500
ML123 10216110835 73,571.53 06/01/96 05/01/26 10.625 10.625 16.625 7.250
ML123 10216111748 164,500.00 06/01/96 05/01/26 9.125 9.125 15.125 5.750
------------- ---------------------------------------------
10,196,942.91 9.301 9.301 15.301 6.151
</TABLE>
<PAGE>
Page 7
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule A
A division of Superior Bank FSB 1996-2 Class 2 - Initial Pool of Adjustable Rate Mortgages - Settlement 6/19/96
Principal
Zip Balance at
Sale ID Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ML124 10216076058 NEWELL ESTELLA 228 NORTH MAYFIELD AVENUE CHICAGO IL 60644 51,000.00
ML124 10216084793 DIPIERRO ROMOLO 2105 COLONY DRIVE CANTON GA 30114 80,800.00
ML124 10216087397 TOWLE JAMES O 5503 ROBINRIDGE ROAD GREENSBORO NC 27407 177,300.00
ML124 10216095573 SHMUELI BATYA 993 EAST 17TH STREET BROOKLYN NY 11230 328,000.00
ML124 10216097603 KOPPMANN CANDICE B 23735 DONALD STREET EASTPOINTE MI 48021 50,400.00
ML124 10216099185 LEWIS OTIS 10024 SOUTH SANGAMON CHICAGO IL 60643 56,000.00
ML124 10216099428 SANDOVAL MARY ANN 2271 DEXTER DRIVE LONGMONT CO 80501 130,000.00
ML124 10216101508 INTSIFUL GAIL E 108 FRIARS COURT BOLINGBROOK IL 60440 114,300.00
ML124 10216102143 CRYSTAL LINDA A 7028 WIL-LOU LANE NORTH RIDGEVILLE OH 44039 113,000.00
ML124 10216102675 HOWELL DENISE 23 CENTRAL AVENUE NORTH BABYLON NY 11703 83,000.00
ML124 10216104091 SCHATTSCHNEIDER STEVEN J 522 MARQUETTE AVENUE SOUTH MILWAUKEE WI 53172 54,700.00
ML124 10216104249 HILL DEBORAH G 7321 SOUTH CONSTANCE CHICAGO IL 60649 30,000.00
ML124 10216104406 DAVIS JOHN 6630 S RHODES CHICAGO IL 60636 43,500.00
ML124 10216105157 COLEMAN JOHN W 45 GENEVA BELLWOOD IL 60104 69,600.00
ML124 10216105185 SCHWARTZ AMELIA F 1665 ROSLYN STREET DENVER CO 80220 60,605.00
ML124 10216106037 WASHINGTON COSBY F 517 24TH STREET NORTHEAST WASHINGTON DC 20002 70,000.00
ML124 10216106129 BRADSHAW DARRYL 6706 232ND PLACE SOUTHWEST MOUNTLAKE TERRACE WA 98043 193,000.00
ML124 10216106270 HARWOOD JEFFREY T 512 MARQUETTE FLINT MI 48504 47,600.00
ML124 10216106499 DATKO HELEN V 1019 JONATHAN LANE TUCKER GA 30084 101,900.00
ML124 10216106614 DARBY ARTIE E 20157 LESURE DETROIT MI 48235 35,500.00
ML124 10216106706 ROSA CARMEN L 9495 GRACE LAKE DRIVE DOUGLASVILLE GA 30135 123,000.00
ML124 10216107037 BOWEN JAMES W 1993 WEST 1620 NORTH LAYTON UT 84041 81,600.00
ML124 10216107057 BROWN DAVID PAUL 406 SOUTH ADAMS STREET MIDVALE UT 84047 68,560.00
ML124 10216107249 MCELLIGOT MARTIN T 4410 WEST 142ND STREET CRESTWOOD IL 60445 113,600.00
ML124 10216107403 GREGORAS ANTHONY 73 SPIRE VIEW ROAD RIDGEFIELD CT 06877 165,000.00
ML124 10216107446 SHIRK DORA M 464 NORTH JAMES EAST WENATCHEE WA 98802 103,445.00
ML124 10216107453 GARWOOD TONYA 9976 BRAILE DETROIT MI 48228 29,200.00
ML124 10216107498 PRATO LINDA L 4819 NORTH CLIFTON AVENUE NORRIDGE IL 60656 50,000.00
ML124 10216107728 HOEFELMEYER RALPH SAMUEL 17650 WOODHAVEN DR COLORADO SPRINGS CO 80908 179,910.00
ML124 10216108310 COPEN PAUL D 2922 SOUTH COORS DRIVE LAKEWOOD CO 80228 180,175.00
ML124 10216108521 GAMBILL WILLIAM D II 22044 ANASAZI WAY GOLDEN CO 80401 350,000.00
ML124 10216108722 CLARK DALE C 12333 PARK KNOLL GARFIELD HTS. OH 44125 67,500.00
ML124 10216108730 LEWIS HILBERT N 302 N. 3RD AVENUE MAYWOOD IL 60153 114,700.00
ML124 10216108911 ELLIS MICHAEL P 206 LINCOLN STREET ELIZABETH CO 80107 102,000.00
ML124 10216108969 WILKIE JACKIE S 5280 PRIEST ROAD ACWORTH GA 30102 118,000.00
ML124 10216109122 CARIO CARMELO 6294 BEVERLY DRIVE PARMA HEIGHTS OH 44130 100,000.00
ML124 10216109125 SERNA FILIBERTO 2311 NORTH MASON AVENUE CHICAGO IL 60639 108,000.00
ML124 10216109349 CASPER THEODORE P 6307 RIO VERDE OAK FOREST IL 60452 104,000.00
ML124 10216109690 ULRICH BYRON 1700 SOUTH WALDEN WAY AURORA CO 80017 92,000.00
ML124 10216109752 STEELE JOHN H 8609 ROCKEFELLER BROOKFIELD IL 60513 52,000.00
ML124 10216109753 CLINGMAN BRUCE W 129 E STIMMEL WEST CHICAGO IL 60185 96,000.00
ML124 10216109774 FADEYI ABIODUN IDOWU 770 DODGE EVANSTON IL 60202 83,200.00
ML124 10216109978 COPPOLINO CYNTHIA S 1648 N NAGLE CHICAGO IL 60635 81,000.00
ML124 10216110256 MCCAHILL MATTHEW T 2131 WEST CINDY STREET CHANDLER AZ 85224 63,750.00
ML124 10216110274 ONEIL REX L 3602 SOUTH TOOLSON DRIVE MAGNA UT 84044 72,800.00
ML124 10216110532 KNOX WILLA 8600 S. JUSTINE STREET CHICAGO IL 60620 51,700.00
ML124 10216110551 JODOIN JAMES 153 BARRYPOINT ROAD RIVERSIDE IL 60546 228,000.00
ML124 10216110567 MITRO ROBERT F JR 4203 SANDHURST DRIVE FORT WAYNE IN 46590 54,600.00
ML124 10216110578 SCHENK MARIANNE M 3005 SHERWIN CHICAGO IL 60645 109,000.00
ML124 10216110599 VITERITTI KEVIN 4 BALDWIN BOULEVARD BAYVILLE NY 11709 100,000.00
ML124 10216110821 OSTRANDER DONALD J 2125-2127 ROOSEVELT STREET HOLLYWOOD FL 33020 74,250.00
ML124 10216110888 MALYSHEFF CHRISTINA 9720 MEYER DRIVE CONIFER CO 80433 141,865.00
ML124 10216111294 SAMUEL BENJAMIN 3417 N. KILDARE AVENUE CHICAGO IL 60641 202,500.00
ML124 10216111324 MULLIGAN KATHEEN K 416 VINELAND ROAD BAY VILLAGE OH 44140 60,000.00
ML124 10216111333 ZEHNDER PATRICIA A 900 HUCKLEBERRY LANE NORTHBROOK IL 60062 220,000.00
ML124 10216111584 LOPEZ VIRGINIA 2711 SO. LAWNDALE CHICAGO IL 60623 96,000.00
ML124 10216111757 KNEPPER WILLIAM 10406 SOUTH SACRAMENTO CHICAGO IL 60655 109,600.00
ML124 10216112025 ANDERSON KIM L 565 HARDIN STREET AURORA IL 60506 45,000.00
ML124 10216112142 SMITH TERRY J 13486 THORNCREEK CIRCLE THORNTON CO 80241 267,750.00
ML124 10216112404 POND DONNA M 325 WEST 1025 SOUTH GARLAND UT 84312 60,000.00
</TABLE>
<TABLE>
<CAPTION>
Cut-off Date First Initial Minimum Maximum
Principal Payment Maturity Mortgage Mortgage Mortgage Gross
Sale ID Account Balance Date Date Rate Rate Rate Margin
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ML124 10216076058 50,636.90 08/01/95 07/01/25 7.750 7.750 13.750 4.500
ML124 10216084793 80,520.77 11/01/95 10/01/25 9.375 9.375 15.375 6.250
ML124 10216087397 176,072.24 12/01/95 11/01/25 8.875 8.875 14.875 6.750
ML124 10216095573 327,667.43 04/01/96 03/01/26 9.375 9.375 15.375 6.500
ML124 10216097603 50,382.51 06/01/96 05/01/26 11.125 11.125 17.125 7.500
ML124 10216099185 56,000.00 06/01/96 05/01/26 9.625 9.625 15.625 6.000
ML124 10216099428 129,755.91 03/01/96 02/01/26 8.375 8.375 14.375 6.150
ML124 10216101508 114,300.00 06/01/96 05/01/26 9.375 9.375 15.375 5.750
ML124 10216102143 113,000.00 06/01/96 05/01/26 9.375 9.375 15.375 5.750
ML124 10216102675 82,956.97 06/01/96 05/01/26 9.250 9.250 15.250 6.000
ML124 10216104091 54,700.00 06/01/96 05/01/26 10.875 10.875 16.875 7.500
ML124 10216104249 30,000.00 07/01/96 06/01/26 11.000 11.000 17.000 6.750
ML124 10216104406 43,500.00 06/01/96 05/01/26 9.875 9.875 15.875 6.250
ML124 10216105157 69,600.00 06/01/96 05/01/26 11.125 11.125 17.125 7.500
ML124 10216105185 60,605.00 06/01/96 05/01/26 10.125 10.125 16.125 6.500
ML124 10216106037 70,000.00 06/01/96 05/01/26 10.625 10.625 16.625 7.000
ML124 10216106129 192,886.06 05/01/96 04/01/26 8.625 8.625 14.625 5.500
ML124 10216106270 47,568.86 06/01/96 05/01/26 8.125 8.125 14.125 4.500
ML124 10216106499 101,853.55 05/01/96 04/01/26 9.875 9.875 15.875 7.250
ML124 10216106614 35,500.00 06/01/96 05/01/26 9.625 9.625 15.625 6.000
ML124 10216106706 122,944.12 05/01/96 04/01/26 9.875 9.875 15.875 7.000
ML124 10216107037 81,600.00 06/01/96 05/01/26 10.625 10.625 16.625 7.000
ML124 10216107057 68,560.00 06/01/96 05/01/26 10.625 10.625 16.625 7.000
ML124 10216107249 113,600.00 06/01/96 05/01/26 11.125 11.125 17.125 7.500
ML124 10216107403 165,000.00 07/01/96 06/01/26 9.625 9.625 15.625 6.000
ML124 10216107446 103,445.00 06/01/96 05/01/26 10.125 10.125 16.125 6.500
ML124 10216107453 29,200.00 06/01/96 05/01/26 11.125 11.125 17.125 6.750
ML124 10216107498 50,000.00 07/01/96 06/01/26 8.500 8.500 14.500 5.000
ML124 10216107728 179,806.81 06/01/96 05/01/26 9.250 9.250 15.250 5.750
ML124 10216108310 180,175.00 06/01/96 05/01/26 8.500 8.500 14.500 5.000
ML124 10216108521 350,000.00 06/01/96 05/01/26 8.875 8.875 14.875 5.250
ML124 10216108722 67,500.00 06/01/96 05/01/26 8.500 8.500 14.500 5.000
ML124 10216108730 114,643.89 06/01/96 05/01/26 9.875 9.875 15.875 6.250
ML124 10216108911 101,942.82 06/01/96 05/01/26 8.875 8.875 14.875 5.250
ML124 10216108969 117,928.51 05/01/96 04/01/26 8.500 8.500 14.500 6.250
ML124 10216109122 99,942.47 06/01/96 05/01/26 8.750 8.750 14.750 5.250
ML124 10216109125 108,000.00 07/01/96 06/01/26 9.250 9.250 15.250 5.750
ML124 10216109349 104,000.00 06/01/96 05/01/26 8.125 8.125 14.125 4.500
ML124 10216109690 92,000.00 06/01/96 05/01/26 10.125 10.125 16.125 6.500
ML124 10216109752 51,965.98 06/01/96 05/01/26 8.125 8.125 14.125 4.500
ML124 10216109753 95,966.69 06/01/96 05/01/26 11.125 11.125 17.125 7.500
ML124 10216109774 83,165.33 06/01/96 05/01/26 10.750 10.750 16.750 7.250
ML124 10216109978 81,000.00 06/01/96 05/01/26 9.375 9.375 15.375 5.750
ML124 10216110256 63,750.00 06/01/96 05/01/26 10.125 10.125 16.125 6.750
ML124 10216110274 72,800.00 06/01/96 05/01/26 10.875 10.875 16.875 7.250
ML124 10216110532 51,609.29 06/01/96 05/01/26 9.500 9.500 15.500 6.000
ML124 10216110551 228,000.00 06/01/96 05/01/26 8.250 8.250 14.250 4.500
ML124 10216110567 54,600.00 06/01/96 05/01/26 9.500 9.500 15.500 6.000
ML124 10216110578 109,000.00 06/01/96 05/01/26 7.625 7.625 13.625 5.750
ML124 10216110599 99,943.94 06/01/96 05/01/26 8.875 8.875 14.875 6.500
ML124 10216110821 74,212.51 06/01/96 05/01/26 9.375 9.375 15.375 5.750
ML124 10216110888 141,865.00 06/01/96 05/01/26 10.125 10.125 16.125 6.500
ML124 10216111294 202,376.38 06/01/96 05/01/26 8.500 8.500 14.500 5.000
ML124 10216111324 59,979.18 06/01/96 05/01/26 11.125 11.125 17.125 6.750
ML124 10216111333 220,000.00 06/01/96 05/01/26 11.125 11.125 17.125 6.750
ML124 10216111584 96,000.00 07/01/96 06/01/26 11.000 11.000 17.000 7.500
ML124 10216111757 109,600.00 06/01/96 05/01/26 7.375 7.375 13.375 3.750
ML124 10216112025 45,000.00 06/01/96 05/01/26 9.500 9.500 15.500 6.000
ML124 10216112142 267,750.00 06/01/96 05/01/26 10.125 10.125 16.125 6.500
ML124 10216112404 60,000.00 06/01/96 05/01/26 9.625 9.625 15.625 6.000
</TABLE>
<PAGE>
Page 8
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule A
A division of Superior Bank FSB 1996-2 Class 2 - Initial Pool of Adjustable Rate Mortgages - Settlement 6/19/96
Principal
Zip Balance at
Sale ID Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ML124 10216112480 LOPEZ J AMPARO 3502 SOUTH 52ND COURT CICERO IL 60650 65,600.00
ML124 10216112547 HUFFMAN ROBERT C 742 EAST PALO VERDE STREET GILBERT AZ 85296 157,250.00
ML124 10216112789 POINDEXTER TERRY I 3801 OAK STREET WHEAT RIDGE CO 80033 85,000.00
ML124 10216112832 MENCER MICHAEL A 352 SOUTH OXFORD STREET INDIANAPOLIS IN 46201 30,000.00
ML124 10216112846 PORTER LAURIE J 2645 WEST 9TH AVENUE LONGMONT CO 80501 156,800.00
ML124 10216112855 MURALLES ITALO 1844 N CHICAGO IL 60647 208,000.00
ML124 10216112952 SPANO KATHLEEN E 6601 SUNSHINE CANYON DRIVE BOULDER CO 80302 394,000.00
ML124 10216113122 SNYDER SCOTT A 478 ANNETTE COURT WEST JEFFERSON OH 43162 55,200.00
ML124 10216113147 MACALUSO LAWRENCE T 3342 NORTH OSAGE AVENUE CHICAGO IL 60634 108,000.00
ML124 10216113171 CAMERON ROBERT E 728 S FAIRFIELD AVE ELMHURST IL 60126 181,000.00
ML124 10216113217 THOMPSON WILLIAM H 333 FAIRVIEW AVENUE WINNETKA IL 60093 210,000.00
ML124 10216113486 DOPORCYK HELEN R 1513 ONEIDA LANE MT. PROSPECT IL 60056 170,000.00
ML124 10216113662 LANG GEORGE 1005 BARBI COURT CASTLE ROCK CO 80104 99,375.00
ML124 10216113734 JODOIN JAMES M 1011 SOUTH LATHROP FOREST PARK IL 60130 182,000.00
ML124 10216113821 BRANDWEIN HOWARD 10595 E FIREWHEEL DRIVE SCOTTSDALE AZ 85259 165,850.00
------------------------------------------ ---------------
75 Sale Total 8,677,985.00
</TABLE>
<TABLE>
<CAPTION>
Cut-off Date First Initial Minimum Maximum
Principal Payment Maturity Mortgage Mortgage Mortgage Gross
Sale ID Account Balance Date Date Rate Rate Rate Margin
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ML124 10216112480 65,600.00 07/01/96 06/01/26 10.750 10.750 16.750 7.250
ML124 10216112547 157,180.44 06/01/96 05/01/26 10.000 10.000 16.000 6.500
ML124 10216112789 85,000.00 06/01/96 05/01/26 7.375 7.375 13.375 3.750
ML124 10216112832 29,985.24 06/01/96 05/01/26 9.500 9.500 15.500 6.000
ML124 10216112846 156,800.00 06/01/96 05/01/26 8.875 8.875 14.875 5.250
ML124 10216112855 208,000.00 07/01/96 06/01/26 9.750 9.750 15.750 6.250
ML124 10216112952 394,000.00 06/01/96 05/01/26 8.875 8.875 14.875 5.250
ML124 10216113122 55,200.00 06/01/96 05/01/26 11.125 11.125 17.125 6.750
ML124 10216113147 108,000.00 07/01/96 06/01/26 8.000 8.000 14.000 4.500
ML124 10216113171 181,000.00 06/01/96 05/01/26 7.375 7.375 13.375 3.750
ML124 10216113217 210,000.00 06/01/96 05/01/26 10.625 10.625 16.625 6.750
ML124 10216113486 170,000.00 06/01/96 05/01/26 8.750 8.750 14.750 5.250
ML124 10216113662 99,323.49 06/01/96 05/01/26 9.250 9.250 15.250 5.750
ML124 10216113734 182,000.00 06/01/96 05/01/26 8.250 8.250 14.250 4.500
ML124 10216113821 165,850.00 06/01/96 05/01/26 10.000 10.000 16.000 6.500
------------ ---------------------------------------------
8,674,318.29 9.364 9.364 15.364 5.907
</TABLE>
<PAGE>
Page 9
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule A
A division of Superior Bank FSB 1996-2 Class 2 - Initial Pool of Adjustable Rate Mortgages - Settlement 6/19/96
Principal
Zip Balance at
Sale ID Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ML125 10216092171 HAUPTNER BRIAN E 3899 ETTMAN ROAD YORKTOWN NY 10598 125,600.00
ML125 10216097495 CAREY EDWARD J 109 DOHM AVENUE GUILFORD CT 06437 238,500.00
ML125 10216097771 KOESLING JOHN 6 ASTOR DRIVE SHIRLEY NY 11967 63,000.00
ML125 10216100485 GLUSZEK CARL S 123 RUNNINGBROOK ROAD GLEN MILLS PA 19342 194,650.00
ML125 10216100930 MINGE PATRICIA J 416 JULIE COURT LEBANON OH 45036 52,000.00
ML125 10216101154 AREVALO AGUSTO 19 TOPLAND ROAD HARTSDALE NY 10530 257,600.00
ML125 10216101942 TRAYNOR KATHERINE M 17 FORREST HILL DRIVE FLEMINGTON NJ 08822 126,000.00
ML125 10216103576 CRISTI LORRAINE 57 BULGER AVENUE NEW MILFORD NJ 07646 152,000.00
ML125 10216104459 KELLEY WALTER J 571 STERLING STREET NEWTOWN PA 18940 120,000.00
ML125 10216104595 EDMAN LUSIA 109-46 213 STREET QUEENS VILLAGE NY 11429 110,500.00
ML125 10216104769 DEFELLIPO MICHAEL A 537-541 BELVIDERE AVENUE PLAINFIELD NJ 07060 65,000.00
ML125 10216105248 BIXLER WILLIAM D 3291 W HANSEN SHOW LOW AZ 85901 97,560.00
ML125 10216105354 LEWIS WARREN D 258 RADNOR CHESTER ROAD RADNOR PA 19087 111,800.00
ML125 10216105953 KNIFFEN PETER 15 CIDER LANE NORWALK CT 06851 176,000.00
ML125 10216106123 GERIAK MELODY A 147 PLUMTREES ROAD BETHEL CT 06801 153,750.00
ML125 10216106124 DAGASTINO MICHAEL 65-49 77TH PLACE MIDDLE VILLAGE NY 11379 175,500.00
ML125 10216106590 DAVIS JEFF 23620 63RD AVE SW VASHON WA 98070 294,000.00
ML125 10216106841 PATRICIO JOSE JR 372 DEVON STREET KEARNY NJ 07032 102,000.00
ML125 10216107340 BONK JEFFREY C 109 CENTER HOLLY MI 48442 49,000.00
ML125 10216107393 HAGHANI AFSHIN #7 ORCHARD STREET GREAT NECK NY 11023 188,000.00
ML125 10216107543 OBRIEN KELLY J 37128 BELCREST STERLING HEIGHTS MI 48312 75,000.00
ML125 10216107936 WHITE ALFRED W JR 207 ALLENDALE DRIVE MORRISVILLE PA 19067 70,000.00
ML125 10216108025 MCLEOD GEORGIANNA 28 UNIVERSITY AVENUE YONKERS NY 10704 100,000.00
ML125 10216108341 CAPPELLANO JOHN M 18-20 WEST MARKET STREET BETHLEHEM PA 18018 255,000.00
ML125 10216108449 HELMICK FRED JR 98 MINE STREET FLEMINGTON NJ 08822 140,250.00
ML125 10216108465 LIMONGELLO MARYANN 107 SILVERWOOD COURT TOMS RIVER NJ 08753 128,500.00
ML125 10216108571 HENDLEMAN JAMES A 2455 SOUTH WILSHIRE DRIVE SALT LAKE CITY UT 84109 249,900.00
ML125 10216108843 OWENS HARRY B HC1 BOX 554 TAYLOR ROAD WILLCOX AZ 85643 90,000.00
ML125 10216108850 TOOLE THOMAS M 127 RUTH AVENUE SYRACUSE NY 13210 65,600.00
ML125 10216108884 HURT IRVINE 509 GETTYSBURG STREET PITTSBURGH PA 15207 78,000.00
ML125 10216109026 MOBLEY DIJON JR 13 CEDAR STREET MORRISTOWN NJ 07960 153,000.00
ML125 10216109195 DAUGHERTY GERALD A 8028 W KRALL ST GLENDALE AZ 85303 81,000.00
ML125 10216109244 PEPIO NICHOLAS 95 PARK STREET STATEN ISLAND NY 10306 140,000.00
ML125 10216110054 SUAREZ MANUEL A 69 SOUTH MONTAGUE STREET VALLEY STREAM NY 11580 102,000.00
ML125 10216110552 JODOIN JAMES M 1217 SOUTH ELGIN AVENUE FOREST PARK IL 60130 108,000.00
ML125 10216110970 NAVY RANDY JAMES 1622 VILLAGE PLACE WINSTON SALEM NC 27127 63,750.00
ML125 10216111070 EDWARDS SHANE M MALDEN AVENUE CATSKILL NY 12463 45,000.00
ML125 10216111167 BENOIT SALLY ANN 323 TYLER STREET EAST HAVEN CT 06512 89,250.00
ML125 10216111393 TANNER KENNETH H 1311 EAST NANCE MESA AZ 85203 220,000.00
ML125 10216111644 ROOP JAN N 5165 MIDDLEBURG ROAD UNION BRIDGE MD 21791 163,200.00
ML125 10216111653 JORDAN JERRY B 112 LA LOMA ROAD TAOS NM 87571 95,000.00
ML125 10216112724 YOUNG CARROLL D 625 FALCON BRIDGE DRIVE JOPPATOWNE MD 21085 102,400.00
ML125 10216112738 TORO HOMERO DEL 23270 MEADOWLARK OAK PARK MI 48237 51,800.00
ML125 10216112773 ROMANO PAUL F 44 HIGHWOOD ROAD FARMINGTON CT 06032 184,000.00
ML125 10216113389 SAYMUAH NAJIM 23110 LAWRENCE DEARBORN MI 48128 140,800.00
ML125 10216113740 AJROUCHE ATA A 6387 ST MARYS DETROIT MI 48228 30,100.00
ML125 10216113763 FORMAN ALAN D 6 MAYWOOD COURT SAINT JAMES NY 11780 204,000.00
ML125 10216113894 DEL TORO HOMERO 6464 W COON LAKE ROAD HOWELL MI 48853 157,600.00
ML125 10216113899 MROUEH YOUSSEF 20811 FAIRVIEW DEARBORN HEIGHTS MI 48127 92,800.00
ML125 10216113986 SAYED YUSRA EL 10534 MORROSS DEARBORN MI 48126 69,000.00
ML125 10216114370 SINNO SOUZAN 20409 ANN ARBOR TRAIL DEARBORN HEIGHTS MI 48127 136,800.00
------------------------------------------ ---------------
51 Sale Total 6,534,210.00
</TABLE>
<TABLE>
<CAPTION>
Cut-off Date First Initial Minimum Maximum
Principal Payment Maturity Mortgage Mortgage Mortgage Gross
Sale ID Account Balance Date Date Rate Rate Rate Margin
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ML125 10216092171 125,240.67 03/01/96 02/01/26 8.875 8.875 14.875 6.250
ML125 10216097495 238,052.17 03/01/96 02/01/26 8.375 8.375 14.375 4.750
ML125 10216097771 62,896.22 02/01/96 01/01/26 10.625 10.625 16.625 7.750
ML125 10216100485 194,382.52 03/01/96 02/01/26 9.875 9.875 15.875 6.250
ML125 10216100930 51,931.73 04/01/96 03/01/26 8.125 8.125 14.125 5.250
ML125 10216101154 257,600.00 06/01/96 05/01/26 11.375 11.375 17.375 8.500
ML125 10216101942 125,842.83 04/01/96 03/01/26 8.375 8.375 14.375 5.250
ML125 10216103576 152,000.00 06/01/96 05/01/26 8.625 8.625 14.625 5.250
ML125 10216104459 119,884.56 04/01/96 03/01/26 9.625 9.625 15.625 6.500
ML125 10216104595 110,444.96 06/01/96 05/01/26 11.875 11.875 17.875 7.750
ML125 10216104769 65,000.00 06/01/96 05/01/26 9.625 9.625 15.625 6.500
ML125 10216105248 97,560.00 06/01/96 05/01/26 9.625 9.625 15.625 6.750
ML125 10216105354 111,800.00 06/01/96 05/01/26 8.625 8.625 14.625 5.250
ML125 10216105953 176,000.00 06/01/96 05/01/26 11.625 11.625 17.625 8.500
ML125 10216106123 153,750.00 06/01/96 05/01/26 8.875 8.875 14.875 5.250
ML125 10216106124 175,420.27 06/01/96 05/01/26 9.875 9.875 15.875 6.750
ML125 10216106590 294,000.00 06/01/96 05/01/26 8.375 8.375 14.375 4.750
ML125 10216106841 102,000.00 06/01/96 05/01/26 10.375 10.375 16.375 6.750
ML125 10216107340 49,000.00 06/01/96 05/01/26 9.375 9.375 15.375 6.000
ML125 10216107393 188,000.00 06/01/96 05/01/26 8.625 8.625 14.625 5.250
ML125 10216107543 75,000.00 06/01/96 05/01/26 9.625 9.625 15.625 6.000
ML125 10216107936 69,962.75 06/01/96 05/01/26 9.125 9.125 15.125 6.000
ML125 10216108025 99,902.84 05/01/96 04/01/26 11.750 11.750 17.750 7.750
ML125 10216108341 254,890.16 05/01/96 04/01/26 10.125 10.125 16.125 7.000
ML125 10216108449 140,250.00 06/01/96 05/01/26 9.625 9.625 15.625 7.000
ML125 10216108465 128,431.62 06/01/96 05/01/26 9.125 9.125 15.125 5.750
ML125 10216108571 249,900.00 06/01/96 05/01/26 10.125 10.125 16.125 6.500
ML125 10216108843 90,000.00 06/01/96 05/01/26 9.250 9.250 15.250 5.750
ML125 10216108850 65,600.00 06/01/96 05/01/26 11.125 11.125 17.125 8.250
ML125 10216108884 78,000.00 06/01/96 05/01/26 11.125 11.125 17.125 7.500
ML125 10216109026 153,000.00 06/01/96 05/01/26 8.625 8.625 14.625 5.000
ML125 10216109195 81,000.00 06/01/96 05/01/26 9.375 9.375 15.375 5.750
ML125 10216109244 139,958.82 05/01/96 04/01/26 11.875 11.875 17.875 7.750
ML125 10216110054 102,000.00 06/01/96 05/01/26 12.125 12.125 18.125 7.750
ML125 10216110552 108,000.00 06/01/96 05/01/26 8.000 8.000 14.000 4.500
ML125 10216110970 63,750.00 06/01/96 05/01/26 9.875 9.875 15.875 6.250
ML125 10216111070 44,977.27 06/01/96 05/01/26 9.375 9.375 15.375 6.000
ML125 10216111167 89,216.40 06/01/96 05/01/26 10.750 10.750 16.750 7.250
ML125 10216111393 220,000.00 06/01/96 05/01/26 9.125 9.125 15.125 6.250
ML125 10216111644 163,113.15 06/01/96 05/01/26 9.125 9.125 15.125 5.500
ML125 10216111653 95,000.00 06/01/96 05/01/26 10.375 10.375 16.375 7.000
ML125 10216112724 102,400.00 06/01/96 05/01/26 12.125 12.125 18.125 8.500
ML125 10216112738 51,769.41 06/01/96 05/01/26 8.625 8.625 14.625 5.000
ML125 10216112773 184,000.00 06/01/96 05/01/26 8.375 8.375 14.375 5.500
ML125 10216113389 140,800.00 06/01/96 05/01/26 8.125 8.125 14.125 4.500
ML125 10216113740 30,079.81 06/01/96 05/01/26 8.000 8.000 14.000 4.500
ML125 10216113763 204,000.00 07/01/96 06/01/26 11.000 11.000 17.000 7.500
ML125 10216113894 157,600.00 06/01/96 05/01/26 8.500 8.500 14.500 5.000
ML125 10216113899 92,800.00 07/01/96 06/01/26 8.500 8.500 14.500 5.000
ML125 10216113986 69,000.00 07/01/96 06/01/26 8.500 8.500 14.500 5.000
ML125 10216114370 136,800.00 07/01/96 06/01/26 9.250 9.250 15.250 5.750
------------ ---------------------------------------------
6,532,008.16 9.632 9.632 15.632 6.243
</TABLE>
<PAGE>
Page 10
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule A
A division of Superior Bank FSB 1996-2 Class 2 - Initial Pool of Adjustable Rate Mortgages - Settlement 6/19/96
Principal
Zip Balance at
Sale ID Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ML126 10216104583 HAPANIEWSKI VIVIAN M 830 MACKLER DRIVE CHICAGO HEIGHTS IL 60411 86,200.00
ML126 10216105979 SCHNOBRICH HENRY G JR 1301 N WESTERN AVENUE #208 LAKE FOREST IL 60045 40,000.00
ML126 10216107286 SCHNEIDER EDWARD 1608 MAXWELL WALL NJ 07719 128,000.00
ML126 10216108150 ANDERSON STEVE B 33694 HOOD CANAL DRIVE NE KINGSTON WA 98346 289,000.00
ML126 10216108380 CORNELL KAREN R 4601-A 216TH STREET SOUTHWEST MOUNTLAKE TERRACE WA 98043 51,500.00
ML126 10216108697 ANTKOWIAK WALTER E 606 CLEOPHUS LINCOLN PARK MI 48146 38,400.00
ML126 10216108738 YOUNGREN ANN M 40666 MICHAEL DRIVE MT. CLEMENS MI 48038 96,500.00
ML126 10216109070 LAPPEN STEPHEN F 1753 HAWTHORNE PLACE BOULDER CO 80304 329,800.00
ML126 10216109280 ROGERS WILLIAM E 10809 SOUTH BEACH DRIVE NE BAINBRIDGE ISLAND WA 98110 200,000.00
ML126 10216109327 PUCKETT MARGARET F 1125 S. OAK PARK AVENUE OAK PARK IL 60304 100,000.00
ML126 10216110051 HARRIS CRAIG ANDREW 2922 SE 52ND AVENUE PORTLAND OR 97206 67,500.00
ML126 10216110438 KURTZ GARY M 16619 ISSAQUAH HOBART ROAD SE ISSAQUAH WA 98027 216,000.00
ML126 10216110444 CURRAN SUZANNE 1351 EAST GREEN ROAD FRUIT HEIGHTS UT 84037 144,000.00
ML126 10216110631 APGAR RONALD M 1547 WEST CHEYENNE ROAD COLORADO SPRINGS CO 80906 119,000.00
ML126 10216110719 TOYAMA CRAIG I 1983 EAST SUMMERBORNE CIRCLE SANDY UT 84093 225,000.00
ML126 10216111204 ACOBA TOMAS R 4508 44TH STREET N E TACOMA WA 98422 129,200.00
ML126 10216111323 KLIMKIEWICZ BRIAN A 4735 HORTON AVE GARFIELD HEIGHTS OH 44125 54,000.00
ML126 10216111448 TANNER DANIEL 2150 WEST 5125 SOUTH ROY UT 84067 87,000.00
ML126 10216111598 HILDEBRAND JOHN D 4240 WOOSTER ROAD FAIRVIEW PARK OH 44126 100,000.00
ML126 10216111634 MAHDI VIOLA EVANA 4519 HUNTSMAN BEND DECATUR GA 30034 96,000.00
ML126 10216112267 STEPHENS TERESA Y 1420 BEDFORD GROSSE POINTE MI 48230 115,200.00
ML126 10216112325 AGOSTO EDWIN 120 PORTER COURT FAYETTEVILLE GA 30214 116,450.00
ML126 10216112692 DOYLE JOSEPH J 6128 S MAYFIELD CHICAGO IL 60638 80,000.00
ML126 10216112853 JOHNSON ELSIE M 804 STOWELL AVENUE STREAMWOOD IL 60107 45,000.00
ML126 10216113028 GALLATY JOHN CHARLES 2880 SINTON ROAD EVERGREEN CO 80439 399,950.00
ML126 10216113320 BALCAITIS LAVERNE M 7937 SOUTH NEWCASTLE BURBANK IL 60459 96,000.00
ML126 10216113390 SANDLER HAROLD 245 JOHN STREET NEWINGTON CT 06111 80,000.00
ML126 10216113553 BROOKS C H 11950 EAST IDA PLACE ENGLEWOOD CO 80111 268,000.00
ML126 10216113609 WEINS JOHN D 13365 BIRCH CIRCLE THORNTON CO 80241 112,200.00
ML126 10216113872 SKAINES JAMES M JR 6565 SOUTH HIGH CIRCLE MORRISON CO 80465 142,425.00
ML126 10216114254 ADAMS STEVEN S 11722 CRAZY HORSE TRAIL CONIFER CO 80433 134,360.00
ML126 10216115150 AHMED ZAKARIA 3863 OLIVER HAMTRAMCK MI 48212 14,400.00
------------------------------------------ ---------------
32 Sale Total 4,201,085.00
</TABLE>
<TABLE>
<CAPTION>
Cut-off Date First Initial Minimum Maximum
Principal Payment Maturity Mortgage Mortgage Mortgage Gross
Sale ID Account Balance Date Date Rate Rate Rate Margin
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ML126 10216104583 86,200.00 07/01/96 06/01/26 9.625 9.625 15.625 6.000
ML126 10216105979 40,000.00 07/01/96 06/01/26 9.000 9.000 15.000 5.500
ML126 10216107286 128,000.00 07/01/96 06/01/26 11.000 11.000 17.000 7.500
ML126 10216108150 289,000.00 06/01/96 05/01/26 9.875 9.875 15.875 6.500
ML126 10216108380 51,500.00 06/01/96 05/01/26 9.875 9.875 15.875 6.250
ML126 10216108697 38,400.00 07/01/96 06/01/26 11.000 11.000 17.000 7.500
ML126 10216108738 96,500.00 07/01/96 06/01/26 9.500 9.500 15.500 6.000
ML126 10216109070 329,800.00 07/01/96 06/01/26 9.625 9.625 15.625 6.125
ML126 10216109280 200,000.00 07/01/96 06/01/26 8.750 8.750 14.750 5.250
ML126 10216109327 100,000.00 07/01/96 06/01/26 8.500 8.500 14.500 5.000
ML126 10216110051 67,500.00 07/01/96 06/01/26 9.000 9.000 15.000 5.500
ML126 10216110438 215,936.46 06/01/96 05/01/26 11.875 11.875 17.875 8.250
ML126 10216110444 144,000.00 06/01/96 05/01/26 10.125 10.125 16.125 6.750
ML126 10216110631 119,000.00 07/01/96 06/01/26 10.000 10.000 16.000 6.500
ML126 10216110719 225,000.00 06/01/96 05/01/26 10.750 10.750 16.750 7.250
ML126 10216111204 129,200.00 07/01/96 06/01/26 10.000 10.000 16.000 6.500
ML126 10216111323 54,000.00 07/01/96 06/01/26 9.500 9.500 15.500 6.000
ML126 10216111448 87,000.00 07/01/96 06/01/26 10.750 10.750 16.750 7.250
ML126 10216111598 100,000.00 07/01/96 06/01/26 9.500 9.500 15.500 6.000
ML126 10216111634 96,000.00 06/01/96 05/01/26 10.875 10.875 16.875 8.500
ML126 10216112267 115,200.00 07/01/96 06/01/26 11.125 11.125 17.125 7.500
ML126 10216112325 116,404.96 06/01/96 05/01/26 10.625 10.625 16.625 7.250
ML126 10216112692 80,000.00 07/01/96 06/01/26 9.500 9.500 15.500 6.000
ML126 10216112853 45,000.00 07/01/96 06/01/26 9.500 9.500 15.500 6.000
ML126 10216113028 399,950.00 07/01/96 06/01/26 8.750 8.750 14.750 5.250
ML126 10216113320 96,000.00 07/01/96 06/01/26 11.000 11.000 17.000 7.500
ML126 10216113390 80,000.00 07/01/96 06/01/26 8.750 8.750 14.750 5.250
ML126 10216113553 268,000.00 07/01/96 06/01/26 8.000 8.000 14.000 4.500
ML126 10216113609 112,200.00 07/01/96 06/01/26 10.000 10.000 16.000 6.500
ML126 10216113872 142,425.00 06/01/96 05/01/26 9.500 9.500 15.500 6.000
ML126 10216114254 134,360.00 06/01/96 05/01/26 8.750 8.750 14.750 5.250
ML126 10216115150 14,400.00 07/01/96 06/01/26 9.250 9.250 15.250 5.750
------------ ---------------------------------------------
4,200,976.42 9.744 9.744 15.744 6.272
</TABLE>
<PAGE>
Page 11
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule A
A division of Superior Bank FSB 1996-2 Class 2 - Initial Pool of Adjustable Rate Mortgages - Settlement 6/19/96
Principal
Zip Balance at
Sale ID Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ML127 10216104562 BRUCE LEONARD W 210 FREDERICK AVENUE ROCKVILLE MD 20850 103,500.00
ML127 10216105263 MARTIRE LOUIS 143 THOMPSON GROVE ROAD MANALAPAN NJ 07726 191,250.00
ML127 10216105862 CURTISS GEORGES 61 WEIR STREET HEMPSTEAD NY 11550 112,500.00
ML127 10216107884 PACE MARTHA JEAN 1553 WEST 2175 SOUTH SYRACUSE UT 84075 85,000.00
ML127 10216108079 METZGER EDWIN E 602 LANCASTER PIKE NEW PROVIDENCE PA 17560 102,600.00
ML127 10216108508 LESLEY MARK D 2882 KINGS HIGHWAY EAST PRESCOTT VALLEY AZ 86314 61,830.00
ML127 10216108865 JOHNSON MARY 120 HUDSON STREET LAKEWOOD NJ 08701 100,000.00
ML127 10216108946 THOMPSON JACQUELYN 1227 EAST 51 STREET BROOKLYN NY 11234 212,000.00
ML127 10216110588 GEARY ALLYN 341 HAZELWOOD PLACE PISCATAWAY NJ 08854 60,000.00
ML127 10216110882 DONNELLY BRIAN J 432 STATE STREET LANCASTER PA 17603 83,200.00
ML127 10216111470 MASON NATHANIEL 2816 FARRAGUT ROAD BROOKLYN NY 11210 172,000.00
ML127 10216111667 CHAMBERS GLENN VERNON 5884 OLD RANDLEMAN ROAD GREENSBORO NC 27406 82,000.00
ML127 10216112916 DELANEY JAMES A 448 SOUTH FLAT HILL ROAD SOUTHBURY CT 06488 205,000.00
ML127 10216113236 PHILLIPS VIRONA 890 UNION CHURCH ROAD ELKTON MD 21921 89,000.00
ML127 10216113465 GARRIGAL EDWARD J 62 POPLAR AVENUE WEST LONG BRANCH NJ 07764 121,350.00
ML127 10216114193 ILYASOV SOLOMON 4865 INKSTER ROAD BLOOMFIELD TWP MI 48302 164,800.00
ML127 10216114550 MARTIN WILBUR L 14725 RED BIRD COURT BROOKLYN MI 49230 174,200.00
ML127 10216115151 AHMED ZAKARIA 3895 OLIVER HAMTRAMCK MI 48212 33,600.00
ML127 10216115174 JENNINGS ANN MAE 1408 ALBERT DRIVE MITCHELLVILLE MD 20716 234,600.00
ML127 10216115740 ABU-EITA RULA 6472 ARGYLE DEARBORN MI 48126 193,800.00
ML127 10216115743 HACHEM NAZIH 7260 WINTHROP DETROIT MI 48228 52,000.00
ML127 10216116074 MANSOUR MOHAMED 4211 CALHOUN DEARBORN MI 48126 74,800.00
------------------------------------------ ---------------
22 Sale Total 2,709,030.00
</TABLE>
<TABLE>
<CAPTION>
Cut-off Date First Initial Minimum Maximum
Principal Payment Maturity Mortgage Mortgage Mortgage Gross
Sale ID Account Balance Date Date Rate Rate Rate Margin
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ML127 10216104562 103,438.90 06/01/96 05/01/26 8.625 8.625 14.625 5.750
ML127 10216105263 191,250.00 06/01/96 05/01/26 10.375 10.375 16.375 7.000
ML127 10216105862 112,500.00 06/01/96 05/01/26 9.625 9.625 15.625 6.000
ML127 10216107884 84,952.35 06/01/96 05/01/26 8.875 8.875 14.875 5.250
ML127 10216108079 102,600.00 07/01/96 06/01/26 9.250 9.250 15.250 5.750
ML127 10216108508 61,830.00 06/01/96 05/01/26 10.125 10.125 16.125 6.750
ML127 10216108865 100,000.00 06/01/96 05/01/26 8.750 8.750 14.750 5.250
ML127 10216108946 212,000.00 06/01/96 05/01/26 8.375 8.375 14.375 5.000
ML127 10216110588 60,000.00 07/01/96 06/01/26 9.500 9.500 15.500 6.000
ML127 10216110882 83,200.00 07/01/96 06/01/26 8.000 8.000 14.000 4.500
ML127 10216111470 172,000.00 07/01/96 06/01/26 8.875 8.875 14.875 5.250
ML127 10216111667 82,000.00 07/01/96 06/01/26 10.250 10.250 16.250 6.750
ML127 10216112916 205,000.00 07/01/96 06/01/26 9.250 9.250 15.250 5.750
ML127 10216113236 89,000.00 06/01/96 05/01/26 8.125 8.125 14.125 4.500
ML127 10216113465 121,350.00 07/01/96 06/01/26 10.500 10.500 16.500 7.000
ML127 10216114193 164,800.00 07/01/96 06/01/26 8.750 8.750 14.750 5.250
ML127 10216114550 174,200.00 07/01/96 06/01/26 8.000 8.000 14.000 4.500
ML127 10216115151 33,600.00 07/01/96 06/01/26 10.750 10.750 16.750 7.250
ML127 10216115174 234,600.00 07/01/96 06/01/26 10.875 10.875 16.875 7.250
ML127 10216115740 193,800.00 07/01/96 06/01/26 8.125 8.125 14.125 4.500
ML127 10216115743 52,000.00 07/01/96 06/01/26 11.125 11.125 17.125 7.500
ML127 10216116074 74,800.00 07/01/96 06/01/26 9.875 9.875 15.875 6.250
------------ ---------------------------------------------
2,708,921.25 9.256 9.256 15.256 5.755
</TABLE>
<PAGE>
Page 12
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule A
A division of Superior Bank FSB 1996-2 Class 2 - Initial Pool of Adjustable Rate Mortgages - Settlement 6/19/96
Principal
Zip Balance at
Sale ID Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ML128 10216077656 MCGRATH ROBERT A 21305 NE MAJDALI DRIVE BATTLE GROUND WA 98604 60,000.00
ML128 10216100693 BRIDGEMOHAN ANANDRAM 224 EAST 201ST STREET BRONX NY 10458 118,000.00
ML128 10216102785 MALARSKI JAMES J 7711 WEST SUMMERDALE CHICAGO IL 60656 130,000.00
ML128 10216107055 HOUSTON PHILIP I 1243 9TH STREET BREMERTON WA 98337 76,800.00
ML128 10216107416 WYANT DANIEL L 12677 WEST DORADO PLACE LITTLETON CO 80127 110,000.00
ML128 10216107951 FABER KENNETH 4043 SOUTH EDITH GROVE LANE WEST VALLEY CITY UT 84120 118,590.00
ML128 10216108031 HAAS JAMES F 5196 FALCONWOOD COURT NORCROSS GA 30071 74,400.00
ML128 10216108313 BRANTLEY WADE C 2330 KALMIA AVENUE BOULDER CO 80304 220,000.00
ML128 10216109180 CACCIA ANTHONY SR 4 OXFORD ROAD MANALAPAN NJ 07726 150,450.00
ML128 10216109581 PISACANO MICHAEL 235 FOURTH AVENUE GREENPORT NY 11944 62,475.00
ML128 10216109656 JUNG SUE H 10610 NE 107TH PL KIRKLAND WA 98033 154,400.00
ML128 10216110117 WRITER SUSAN B 600 COLUMBINE BROOMFIELD CO 80020 224,000.00
ML128 10216110755 STEWART MILTON L 242 CRANDALL AVENUE YOUNGSTOWN OH 44504 35,100.00
ML128 10216110980 GONZALES JOSEPH 1910 EAST 11TH STREET PUEBLO CO 81001 42,500.00
ML128 10216111050 BLALOCK LUCILLE 1114 ANTRAM JOLIET IL 60432 34,400.00
ML128 10216112697 POTENZA FRED D 49 RUSHMORE FOX LAKE IL 60020 74,700.00
ML128 10216112862 MANCUSO JOHN J 9656 LINDBERG DRIVE NORTH ROYALTON OH 44133 116,200.00
ML128 10216114394 DESZO RICHARD A 33315 3RD AVENUE EAST ROY WA 98580 224,000.00
ML128 10216115156 HILL ALBERT REED 2287 NORTH 1000 EAST LEHI UT 84043 148,750.00
ML128 10216115486 MAZZA CHESTER ANTHONY JR 1009 SPRINGINSGUTH SCHAUMBURG IL 60193 103,300.00
ML128 10216115819 THOMAS LEON N 5500 EHRLING ROAD CINCINNATI OH 45227 72,400.00
ML128 10216115992 COTE MICHELE P 2968 VALLEY PARK BLVD LARKSPUR CO 80118 80,000.00
------------------------------------------ ---------------
22 Sale Total 2,430,465.00
</TABLE>
<TABLE>
<CAPTION>
Cut-off Date First Initial Minimum Maximum
Principal Payment Maturity Mortgage Mortgage Mortgage Gross
Sale ID Account Balance Date Date Rate Rate Rate Margin
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ML128 10216077656 59,806.05 10/01/95 09/01/25 10.125 10.125 16.125 7.000
ML128 10216100693 117,873.93 05/01/96 04/01/26 9.125 9.125 15.125 6.250
ML128 10216102785 130,000.00 07/01/96 06/01/26 9.500 9.500 15.500 6.000
ML128 10216107055 76,800.00 07/01/96 06/01/26 10.875 10.875 16.875 7.250
ML128 10216107416 110,000.00 06/01/96 05/01/26 9.500 9.500 15.500 6.000
ML128 10216107951 118,590.00 07/01/96 06/01/26 9.375 9.375 15.375 5.750
ML128 10216108031 74,368.80 05/01/96 04/01/26 10.250 10.250 16.250 8.000
ML128 10216108313 220,000.00 07/01/96 06/01/26 7.250 7.250 13.250 3.750
ML128 10216109180 150,385.20 06/01/96 05/01/26 10.125 10.125 16.125 7.250
ML128 10216109581 62,475.00 06/01/96 05/01/26 8.625 8.625 14.625 5.375
ML128 10216109656 154,400.00 06/01/96 05/01/26 9.625 9.625 15.625 6.250
ML128 10216110117 224,000.00 07/01/96 06/01/26 8.750 8.750 14.750 5.250
ML128 10216110755 35,100.00 07/01/96 06/01/26 9.375 9.375 15.375 5.750
ML128 10216110980 42,500.00 07/01/96 06/01/26 9.875 9.875 15.875 6.250
ML128 10216111050 34,400.00 07/01/96 06/01/26 11.125 11.125 17.125 7.500
ML128 10216112697 74,700.00 07/01/96 06/01/26 9.625 9.625 15.625 6.000
ML128 10216112862 116,200.00 07/01/96 06/01/26 9.500 9.500 15.500 6.000
ML128 10216114394 224,000.00 07/01/96 06/01/26 10.000 10.000 16.000 6.500
ML128 10216115156 148,750.00 07/01/96 06/01/26 10.000 10.000 16.000 6.500
ML128 10216115486 103,300.00 07/01/96 06/01/26 11.125 11.125 17.125 6.750
ML128 10216115819 72,400.00 07/01/96 06/01/26 11.125 11.125 17.125 7.500
ML128 10216115992 80,000.00 07/01/96 06/01/26 8.875 8.875 14.875 5.250
------------ ---------------------------------------------
2,430,048.98 9.514 9.514 15.514 6.080
</TABLE>
<PAGE>
Page 13
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule A
A division of Superior Bank FSB 1996-2 Class 2 - Initial Pool of Adjustable Rate Mortgages - Settlement 6/19/96
Principal
Zip Balance at
Sale ID Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ML129 10216102839 EGASAN MILAGROS 3239 ROCHAMBEAU AVENUE BRONX NY 10710 161,000.00
ML129 10216104259 MANNIX BRIAN MICHAEL 50 FRESH POND ROAD AMAGANSETT NY 11930 245,000.00
ML129 10216104617 NOLAN THOMAS 26 MAPLE AVENUE WESTWOOD NJ 07675 100,000.00
ML129 10216105258 FARAONE PHILIP 11 CONOVER STREET FREEHOLD NJ 07728 34,650.00
ML129 10216106240 LEVINE ROGER A 194 COSEY BEACH AVENUE EAST HAVEN CT 06512 297,500.00
ML129 10216107398 FIORAVANTI VINCENT 262 NORTH ATLANTIC AVENUE NORTH MASSAPEQUA NY 11758 168,000.00
ML129 10216108144 DATTILO MARIO 27 OGDEN AVENUE WHITE PLAINS NY 10603 165,500.00
ML129 10216108445 DICKERSON ISAAC 1128 EAST 225TH STREET BRONX NY 10466 78,000.00
ML129 10216108962 LOCKE CHARLES 3841 OLD BRIDGE WAY DULUTH GA 30136 121,550.00
ML129 10216109449 BUTSCHLE VINCENT F 40 LOCUST ST ELLSWORTH PA 15331 54,000.00
ML129 10216109514 COMO DOLORES 132 53 114TH PLACE OZONE PARK NY 11420 125,000.00
ML129 10216110094 BAYLISS MAXINE E 130-33 227TH STREET LAURELTON NY 11413 136,000.00
ML129 10216110199 WALLACE DWIGHT D 2103 FOXCLIFF ESTATES NORTH MARTINSVILLE IN 46151 195,500.00
ML129 10216110246 WEBER CAROL 17 GUILFORD PARK DRIVE WEST BABYLON NY 11704 128,000.00
ML129 10216112538 MIRZA SHIBLI 6822 OAKMAN BOULEVARD DEARBORN MI 48126 159,100.00
ML129 10216112942 ALAMIRI MAYTHEM N 6080 PENROD DETROIT MI 48228 36,400.00
ML129 10216112997 MARTENIUC GEORGE 12908 SOUTHEAST 228TH PLACE KENT WA 98031 122,400.00
ML129 10216113220 POOL SUSAN J 6976 JENNIE DRIVE DENVER CO 80221 99,000.00
ML129 10216113547 POINVIL MICHELINE 334 EAST 17TH STREET BROOKLYN NY 11226 185,000.00
ML129 10216114825 MISCOVICH MICHAEL J 950 RAMSGATE OXFORD MI 48371 144,000.00
ML129 10216115323 RUPP CHRISTOPHER G 18785 WASHTENAW HARPER WOODS MI 48225 35,100.00
ML129 10216115559 LORENZ DAVID G 12021 MONROE ROAD BRITTON MI 49229 80,000.00
ML129 10216115608 BERNARD DAWINE J ST 305 NORTH FAYETTE DRIVE FAYETTEVILLE GA 30214 106,250.00
ML129 10216115691 HAMMOUD AHMED 6433 REUTER DEARBORN MI 48126 68,000.00
ML129 10216115950 DUBICKI LOUIS M 39405 WINDSOME NORTHVILLE MI 48167 256,000.00
ML129 10216116337 BEYDOUN ALIA 6324 FAUST DETROIT MI 48228 41,300.00
ML129 10216118001 SCHAAF RANDALL W 121 CHESTNUT STREET WOODBURY NJ 08096 102,000.00
------------------------------------------ ---------------
27 Sale Total 3,444,250.00
345 Total with Merrill Lynch 42,401,960.00
441 Grand Total 53,182,035.00
</TABLE>
<TABLE>
<CAPTION>
Cut-off Date First Initial Minimum Maximum
Principal Payment Maturity Mortgage Mortgage Mortgage Gross
Sale ID Account Balance Date Date Rate Rate Rate Margin
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ML129 10216102839 160,909.74 05/01/96 04/01/26 8.875 8.875 14.875 6.000
ML129 10216104259 245,000.00 07/01/96 06/01/26 9.750 9.750 15.750 7.000
ML129 10216104617 100,000.00 07/01/96 06/01/26 10.625 10.625 16.625 6.750
ML129 10216105258 34,650.00 06/01/96 05/01/26 9.875 9.875 15.875 6.750
ML129 10216106240 297,500.00 07/01/96 06/01/26 8.000 8.000 14.000 4.625
ML129 10216107398 168,000.00 06/01/96 05/01/26 8.375 8.375 14.375 6.250
ML129 10216108144 165,500.00 07/01/96 06/01/26 9.625 9.625 15.625 6.250
ML129 10216108445 78,000.00 06/01/96 05/01/26 11.875 11.875 17.875 7.750
ML129 10216108962 121,550.00 06/01/96 05/01/26 10.875 10.875 16.875 7.750
ML129 10216109449 54,000.00 07/01/96 06/01/26 10.750 10.750 16.750 7.250
ML129 10216109514 125,000.00 07/01/96 06/01/26 9.750 9.750 15.750 6.250
ML129 10216110094 136,000.00 06/01/96 05/01/26 11.875 11.875 17.875 8.500
ML129 10216110199 195,500.00 07/01/96 06/01/26 10.375 10.375 16.375 6.750
ML129 10216110246 128,000.00 06/01/96 05/01/26 11.875 11.875 17.875 8.500
ML129 10216112538 159,100.00 06/01/96 05/01/26 8.625 8.625 14.625 5.000
ML129 10216112942 36,378.51 06/01/96 05/01/26 8.625 8.625 14.625 5.000
ML129 10216112997 122,400.00 07/01/96 06/01/26 10.125 10.125 16.125 6.500
ML129 10216113220 99,000.00 07/01/96 06/01/26 8.500 8.500 14.500 5.000
ML129 10216113547 185,000.00 07/01/96 06/01/26 10.500 10.500 16.500 7.000
ML129 10216114825 144,000.00 07/01/96 06/01/26 9.250 9.250 15.250 6.750
ML129 10216115323 35,100.00 07/01/96 06/01/26 8.500 8.500 14.500 5.000
ML129 10216115559 80,000.00 07/01/96 06/01/26 8.000 8.000 14.000 4.500
ML129 10216115608 106,062.43 04/01/96 03/01/26 10.375 10.375 16.375 7.250
ML129 10216115691 68,000.00 07/01/96 06/01/26 7.375 7.375 13.375 3.750
ML129 10216115950 256,000.00 07/01/96 06/01/26 10.875 10.875 16.875 7.250
ML129 10216116337 41,300.00 07/01/96 06/01/26 9.625 9.625 15.625 6.000
ML129 10216118001 102,000.00 07/01/96 06/01/26 10.375 10.375 16.375 6.750
------------- ---------------------------------------------
3,443,950.68 9.766 9.766 15.766 6.452
42,387,373.48 9.466 9.466 15.466 6.118
53,157,223.06 9.452 9.452 15.452 6.125
</TABLE>
<PAGE>
<TABLE>
ALLIANCE FUNDING COMPANY SALE SCHEDULE B Page 1
A DIVISION OF SUPERIOR BANK FSB 1996-2 CLASS 2 - INITIAL POOL OF ADJUSTABLE RATE MORTGAGES - SETTLEMENT 6/19/96
<CAPTION>
Type of Cut-off Date Next Property
Mortgaged Principal Adjustment Value at
Property Balance Date Origination
Principal Scheduled Original Current
Balance at Payment LTV Mortgage Owner
Sale ID Account Name Origination Int & Prin Ratio Rate Occupied
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BS11 1021609456 HUTCHINSON CEPHAS A 72,200.00 SF 653.70 72,110.82 84.9 08/01/96 10.375 85,000.00 Y
BS11 1021609968 THOMPSON JAMES 30,000.00 SF 280.04 29,977.32 36.5 10/01/96 10.750 82,000.00 Y
BS11 1021610070 LOGAN DONALD 120,000.00 SF 954.77 119,932.73 80.0 10/01/96 8.875 150,000.00 Y
BS11 1021610113 SMITH MINNIE 57,700.00 SF 433.48 57,663.21 74.9 10/01/96 8.250 77,000.00 Y
BS11 1021610154 ROBINSON MARIE M 78,100.00 SF 656.71 78,061.58 84.8 10/01/96 9.500 92,000.00 Y
BS11 1021610197 RODGERS LEANDREW 88,400.00 SF 703.35 88,350.44 85.0 10/01/96 8.875 104,000.00 Y
BS11 1021610205 MILLER KAREN E 88,000.00 SF 796.76 87,927.83 80.0 10/01/96 10.375 110,000.00 Y
BS11 1021610240 GARRETT MILLARD 28,000.00 SF 230.35 27,985.48 49.3 10/01/96 9.250 56,750.00 Y
BS11 1021610268 BLUNT ROBERT C 60,000.00 SF 499.05 59,969.70 75.0 10/01/96 9.375 80,000.00 Y
BS11 1021610275 CANAN MICHAEL J 45,000.00 SF 366.13 44,976.06 69.2 10/01/96 9.125 65,000.00 Y
BS11 1021610331 LATSCH FRANK W 129,500.00 SF 1,053.65 129,431.09 70.0 10/01/96 9.125 185,000.00 Y
BS11 1021610375 DOUGLAS BRUCE L 395,500.00 SF 3,182.28 395,283.97 70.0 10/01/96 9.000 565,000.00 Y
BS11 1021610448 SMITH JACQUELINE V 130,500.00 SF 1,061.79 130,430.34 90.0 10/01/96 9.125 145,000.00 Y
BS11 1021610456 BURNHAM CATHERINE 72,100.00 SF 593.15 72,062.62 70.0 10/01/96 9.250 103,000.00 Y
BS11 1021610468 BOEKEL DENNIS W 96,900.00 SF 913.66 96,864.50 85.0 10/01/96 10.875 114,000.00 Y
BS11 1021610479 GRESCO DALE R 73,600.00 SF 680.14 73,571.53 80.0 10/01/96 10.625 92,000.00 Y
BS11 1021610504 KYER STEVEN L 148,000.00 SF 1,204.18 147,921.24 89.9 10/01/96 9.125 164,500.00 Y
BS11 1021610508 JOHNSON WILLIAM C 56,250.00 SF 467.86 56,161.69 75.0 09/01/96 9.375 75,000.00 Y
BS11 1021610515 RAPSIN VICKY D 81,000.00 SF 615.66 80,949.65 75.0 10/01/96 8.375 108,000.00 Y
BS11 1021610532 SMITH ROBERT J 66,000.00 SF 548.95 65,933.09 73.3 10/01/96 9.375 90,000.00 Y
BS11 1021610546 BRADFORD DENNIS 46,500.00 SF 438.44 46,482.97 75.0 10/01/96 10.875 62,000.00 Y
BS11 1021610551 WALTERS LAURA D 77,000.00 SF 626.50 76,959.02 70.9 11/01/96 9.125 108,500.00 Y
BS11 1021610558 LORICK MONICA D 67,500.00 SF 549.20 67,500.00 90.0 11/01/96 9.125 75,000.00 Y
BS11 1021610566 WAUGH DONOVAN T 133,900.00 SF 1,249.93 133,849.59 65.0 10/01/96 10.750 206,000.00 Y
BS11 1021610574 WOLD KATHLEEN M 181,600.00 SF 1,661.17 181,527.83 80.0 10/01/96 10.500 227,000.00 Y
BS11 1021610583 RUNYAN DONALD W 114,000.00 SF 907.04 113,936.09 47.8 10/01/96 8.875 238,000.00 Y
BS11 1021610596 ARROYO ROSA DELIA 25,000.00 SF 205.67 24,773.21 29.4 10/01/96 9.250 85,000.00 Y
BS11 1021610611 BURGY RANDY D 102,000.00 SF 866.99 101,951.14 85.0 10/01/96 9.625 120,000.00 Y
BS11 1021610616 BLECHA CAROL J 95,000.00 SF 640.03 94,924.03 55.8 11/01/96 7.125 170,000.00 Y
BS11 1021610656 KRAMER EUGENE J 105,000.00 SF 835.43 104,881.83 33.8 10/01/96 8.875 310,000.00 Y
BS11 1021610667 HOSKING PETER 171,000.00 SF 1,406.78 170,911.35 75.0 10/01/96 9.250 228,000.00 Y
BS11 1021610694 GARCIA ROBERT S 127,800.00 SF 1,039.82 127,731.99 90.0 10/01/96 9.125 142,000.00 Y
BS11 1021610722 HENDERSON SHERRY D 166,500.00 SF 1,236.26 166,390.34 90.0 10/01/96 8.125 185,000.00 Y
BS11 1021610727 BARNES SUSAN 55,000.00 SF 457.46 54,944.24 35.4 10/01/96 9.375 155,000.00 Y
BS11 1021610730 NOLAN MARYANN T 55,000.00 SF 457.46 54,941.70 42.3 10/01/96 9.375 130,000.00 Y
BS11 1021610830 ROSS VIRGINIA 42,000.00 SF 345.52 41,978.23 70.0 10/01/96 9.250 60,000.00 Y
BS11 1021610923 RAETHER CHARLES F 110,200.00 SF 916.59 110,088.26 74.9 10/01/96 9.375 147,050.00 Y
BS11 1021610925 LEWIS CARL 158,100.00 MF 1,343.83 158,024.26 85.0 10/01/96 9.625 186,000.00 Y
BS11 1021610989 BURNETT GEORGE T 103,500.00 SF 842.11 103,500.00 90.0 11/01/96 9.125 115,000.00 Y
------------------------------------------------ ------------------------------ ---------------------
39 Sale Total 3,853,350.00 31,921.89 3,850,860.97 74.5 9.321 5,492,800.00
</TABLE>
<PAGE>
<TABLE>
ALLIANCE FUNDING COMPANY SALE SCHEDULE B Page 2
A DIVISION OF SUPERIOR BANK FSB 1996-2 CLASS 2 - INITIAL POOL OF ADJUSTABLE RATE MORTGAGES - SETTLEMENT 6/19/96
<CAPTION>
Type of Cut-off Date Next Property
Mortgaged Principal Adjustment Value at
Property Balance Date Origination
Principal Scheduled Original Current
Balance at Payment LTV Mortgage Owner
Sale ID Account Name Origination Int & Prin Ratio Rate Occupied
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BS12 1021608659 VIOLA MILDRED 272,000.00 MF 2,311.97 268,959.74 85.0 06/01/97 11.625 320,000.00 Y
BS12 1021609715 WHEELER CALLY R 85,000.00 SF 699.27 84,955.21 48.5 10/01/96 9.250 175,000.00 Y
BS12 1021609728 MEEKS BOBBY R 161,000.00 SF 1,309.95 160,741.00 74.8 08/01/96 9.125 215,000.00 Y
BS12 1021609842 ALBRECHT PAUL M 220,500.00 SF 1,754.40 220,000.02 90.0 07/01/96 8.875 245,000.00 Y
BS12 1021609947 KARCHERE HELEN 160,000.00 SF 1,569.22 159,840.85 80.0 08/01/96 11.375 200,000.00 Y
BS12 1021609947 MANESH REZA 139,000.00 SF 1,181.49 138,866.28 81.7 09/01/96 9.625 170,000.00 Y
BS12 1021609972 LONG LENORA 90,950.00 SF 789.76 90,908.68 85.0 10/01/96 9.875 107,000.00 N
BS12 1021610154 PRIETO ROXANA 84,000.00 MF 752.73 83,927.48 76.3 09/01/96 10.250 110,000.00 Y
BS12 1021610233 DEVITA JOSEPH M 140,000.00 SF 1,164.45 139,858.05 84.8 10/01/96 9.375 165,000.00 Y
BS12 1021610300 OSZTROVICZKY TIBOR C 217,000.00 SF 1,649.36 216,832.13 70.0 10/01/96 8.375 310,000.00 N
BS12 1021610505 FORST GARY 128,000.00 SF 961.62 127,918.38 80.0 10/01/96 8.250 160,000.00 Y
BS12 1021610505 DAKHLALLAH ASAAD 162,000.00 SF 1,260.02 161,807.04 90.0 09/01/96 8.625 180,000.00 Y
BS12 1021610516 HALLAK SANAA 92,600.00 SF 592.93 92,518.30 84.9 10/01/96 6.625 109,000.00 Y
BS12 1021610538 MITCHELL MARK 92,000.00 SF 832.97 91,962.45 80.0 10/01/96 10.375 115,000.00 Y
BS12 1021610594 NEUMEISTER MARY RUTH 31,500.00 SF 256.29 31,456.35 75.0 10/01/96 9.125 42,000.00 Y
BS12 1021610632 BRYAN DEBORAH I 136,500.00 MF 1,210.51 136,417.00 75.0 10/01/96 10.125 182,000.00 Y
BS12 1021610689 DEGENAARS PATRICIA 69,000.00 SF 536.67 68,932.94 37.2 10/01/96 8.625 185,000.00 Y
BS12 1021610726 BARNHART LORETTA 56,700.00 SF 456.22 56,634.05 90.0 10/01/96 9.000 63,000.00 Y
BS12 1021610765 SURACI RICHARD 110,000.00 SF 875.21 110,000.00 75.8 11/01/96 8.875 145,000.00 Y
BS12 1021610899 MACHESNEY MICHAEL 50,000.00 SF 406.82 49,973.39 86.2 10/01/96 9.125 58,000.00 Y
BS12 1021610914 KOCH LEONORA 158,915.00 SF 1,409.29 158,777.54 85.9 10/01/96 10.125 185,000.00 Y
BS12 1021610914 KADHIM TAWFIQ 45,500.00 SF 420.46 45,464.65 78.4 10/01/96 10.625 58,000.00 Y
------------------------------------------------ ------------------------------ ---------------------
22 Sale Total 2,702,165.00 22,401.61 2,696,751.53 79.4 9.524 3,499,000.00
</TABLE>
<PAGE>
<TABLE>
ALLIANCE FUNDING COMPANY SALE SCHEDULE B Page 3
A DIVISION OF SUPERIOR BANK FSB 1996-2 CLASS 2 - INITIAL POOL OF ADJUSTABLE RATE MORTGAGES - SETTLEMENT 6/19/96
<CAPTION>
Type of Cut-off Date Next Property
Mortgaged Principal Adjustment Value at
Property Balance Date Origination
Principal Scheduled Original Current
Balance at Payment LTV Mortgage Owner
Sale ID Account Name Origination Int & Prin Ratio Rate Occupied
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BS14 1021609718 DUKES WALTER 76,700.00 SF 723.20 76,635.73 65.0 10/01/96 10.875 118,000.00 Y
BS14 1021609759 SANDY ROBERT 42,300.00 SF 394.86 42,300.00 54.9 11/01/96 10.750 77,000.00 Y
BS14 1021609780 FOX NED R 107,200.00 SF 950.67 107,107.27 79.4 09/01/96 10.125 135,000.00 Y
BS14 1021610045 CHAPPELL DON IRVING 189,000.00 SF 1,817.77 188,934.42 74.1 10/01/96 11.125 255,000.00 Y
BS14 1021610061 EARNEST KAMRAN M 96,000.00 SF 763.82 95,946.18 87.2 10/01/96 8.875 110,000.00 Y
BS14 1021610187 GILDERSLEEVE SUSAN B 85,600.00 SF 807.11 85,600.00 80.0 11/01/96 10.875 107,000.00 Y
BS14 1021610236 AQUINO REMO 116,000.00 SF 881.68 115,855.30 79.4 10/01/96 8.375 146,000.00 Y
BS14 1021610354 SMITH DUANE A 22,000.00 SF 167.22 21,653.54 19.0 11/01/96 8.375 115,627.00 Y
BS14 1021610368 REVLOCK MARSHA L 65,000.00 SF 546.56 64,964.58 84.4 10/01/96 9.500 77,000.00 Y
BS14 1021610386 CADY JEFFREY 99,000.00 MF 823.43 99,000.00 60.0 11/01/96 9.375 165,000.00 N
BS14 1021610398 DAVILA RALPH J 75,000.00 SF 693.07 74,970.99 78.9 10/01/96 10.625 95,000.00 Y
BS14 1021610403 GIRALDO LUIS D 140,000.00 SF 1,113.90 139,842.46 63.6 10/01/96 8.875 220,000.00 Y
BS14 1021610406 GORZ LINDA M 100,000.00 SF 831.75 100,000.00 70.4 11/01/96 9.375 142,000.00 Y
BS14 1021610446 SCHWERING STEPHAN L 50,000.00 SF 415.87 50,000.00 60.6 11/01/96 9.375 82,500.00 Y
BS14 1021610449 KNOX DAVID J 112,200.00 SF 953.69 112,146.25 85.0 11/01/96 9.625 132,000.00 Y
BS14 1021610478 MILLER TIMOTHY W 374,000.00 SF 3,247.62 373,830.09 85.0 10/01/96 9.875 440,000.00 Y
BS14 1021610487 AL-NAJAAR ALI 51,800.00 CD 357.77 51,720.92 82.2 09/01/96 7.375 63,000.00 Y
BS14 1021610500 GALBRAITH JULIA 157,050.00 SF 1,263.66 156,964.22 90.0 10/01/96 9.000 174,500.00 Y
BS14 1021610501 BASIL FRANK E 83,000.00 SF 623.55 82,947.08 89.2 10/01/96 8.250 93,000.00 Y
BS14 1021610505 SCHILLING WILLIAM C 75,000.00 SF 610.22 74,960.09 75.0 11/01/96 9.125 100,000.00 Y
BS14 1021610544 DOWNS GARY 96,000.00 SF 851.35 96,000.00 84.9 11/01/96 10.125 113,000.00 Y
BS14 1021610583 LANNING LORI L 79,900.00 SF 708.57 79,865.59 85.0 11/01/96 10.125 94,000.00 Y
BS14 1021610609 BABULA ROBERT A 125,800.00 SF 1,069.29 125,800.00 85.0 11/01/96 9.625 148,000.00 Y
BS14 1021610617 STEPHENS SUSIE MAE 46,000.00 SF 382.60 46,000.00 69.6 11/01/96 9.375 66,000.00 Y
BS14 1021610628 SCHRAB KEVIN J 137,700.00 SF 1,071.02 137,618.70 90.0 10/01/96 8.625 153,000.00 Y
BS14 1021610638 JONES DENNIS L 121,500.00 SF 1,055.04 121,444.80 90.0 10/01/96 9.875 135,000.00 Y
BS14 1021610639 ROSS JAMES O 193,800.00 SF 1,754.68 193,641.08 82.4 10/01/96 10.375 235,000.00 Y
BS14 1021610648 WIEDLIN GEORGE T 101,700.00 SF 772.99 101,700.00 90.0 11/01/96 8.375 113,000.00 Y
BS14 1021610676 MERTENS RICHARD C 132,000.00 SF 1,269.55 131,954.20 80.0 10/01/96 11.125 165,000.00 Y
BS14 1021610679 KHIAL BAHRAM 114,750.00 SF 933.64 114,688.94 89.6 10/01/96 9.125 128,000.00 Y
BS14 1021610723 CHASE THOMAS J 260,000.00 SF 2,022.25 259,846.50 80.0 10/01/96 8.625 325,000.00 Y
BS14 1021610761 LEVANDER GILBERT A 152,000.00 SF 1,404.63 151,941.20 80.0 10/01/96 10.625 190,000.00 Y
BS14 1021610822 BREWER ALAN D 95,880.00 SF 832.57 95,792.52 84.8 10/01/96 9.875 113,000.00 Y
BS14 1021610839 TUST ROBERT 126,680.00 SF 1,100.02 126,564.43 82.7 10/01/96 9.875 153,000.00 Y
BS14 1021610938 RIDDLE FRANKLIN P 324,000.00 SF 2,349.22 324,000.00 90.0 11/01/96 7.875 360,000.00 Y
------------------------------------------------ ------------------------------ ---------------------
35 Sale Total 4,224,560.00 35,564.84 4,222,237.08 81.1 9.502 5,338,627.00
96 Total with Banco Santander 10,780,075.00 89,888.34 10,769,849.58 78.3 9.443 14,330,427.00
</TABLE>
<PAGE>
<TABLE>
ALLIANCE FUNDING COMPANY SALE SCHEDULE B Page 4
A DIVISION OF SUPERIOR BANK FSB 1996-2 CLASS 2 - INITIAL POOL OF ADJUSTABLE RATE MORTGAGES - SETTLEMENT 6/19/96
<CAPTION>
Type of Cut-off Date Next Property
Mortgaged Principal Adjustment Value at
Property Balance Date Origination
Principal Scheduled Original Current
Balance at Payment LTV Mortgage Owner
Sale ID Account Name Origination Int & Prin Ratio Rate Occupied
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ML122 1021609194 NAKITTO SHABENA 69,200.00 SF 717.91 68,922.92 78.6 05/01/97 12.125 88,000.00 Y
ML122 1021610259 DUNLAP BRUCE L 147,000.00 SF 1,065.85 146,898.84 70.6 10/01/96 7.875 208,000.00 Y
ML122 1021610356 SMEDLEY GARTH T 98,400.00 SF 927.80 98,400.00 80.0 11/01/96 10.875 123,000.00 Y
ML122 1021610413 ENNIS SHEILA 128,000.00 SF 1,231.08 128,000.00 80.0 11/01/96 11.125 160,000.00 Y
ML122 1021610444 THUMSER VIVIAN WINSLOW 148,750.00 SF 1,291.67 148,682.42 85.0 10/01/96 9.875 175,000.00 Y
ML122 1021610487 CARVER SHARON LYNN 58,000.00 SF 492.99 58,000.00 56.8 11/01/96 9.625 102,000.00 Y
ML122 1021610495 BEVERS JOSEPH R 79,000.00 SF 686.00 78,964.10 84.9 10/01/96 9.875 93,000.00 Y
ML122 1021610556 JONES BARRY A 112,700.00 SF 836.79 112,626.28 89.9 10/01/96 8.125 125,280.00 Y
ML122 1021610601 CESIRO ROBERT M 180,000.00 SF 1,464.54 180,000.00 75.0 11/01/96 9.125 240,000.00 Y
ML122 1021610608 ILASI GASPER F 168,000.00 SF 1,647.69 167,889.10 80.0 10/01/96 11.375 210,000.00 Y
ML122 1021610626 STEVENSON PERCY 52,700.00 SF 382.11 52,700.00 85.0 11/01/96 7.875 62,000.00 Y
ML122 1021610627 BETTY TERRY D 56,200.00 SF 467.44 56,200.00 74.9 11/01/96 9.375 75,000.00 Y
ML122 1021610627 WALLACE BRENDA J 69,200.00 SF 501.75 69,200.00 80.0 11/01/96 7.875 86,500.00 Y
ML122 1021610632 MEYER KURT G 250,000.00 SF 2,357.23 250,000.00 79.8 11/01/96 10.875 313,000.00 Y
ML122 1021610643 LAWRENCE HARVEY 47,600.00 SF 395.91 47,600.00 70.0 11/01/96 9.375 68,000.00 Y
ML122 1021610660 FLING STACEY A 345,000.00 SF 2,807.03 345,000.00 75.0 11/01/96 9.125 460,000.00 Y
ML122 1021610675 CASH PAUL A 75,000.00 SF 596.73 74,957.96 79.7 10/01/96 8.875 94,000.00 Y
ML122 1021610688 NASSI ALEXIS 55,250.00 SF 520.95 55,229.75 85.0 10/01/96 10.875 65,000.00 Y
ML122 1021610692 YOUNG CHARLES W 30,100.00 SF 218.25 30,079.28 70.0 11/01/96 7.875 43,000.00 Y
ML122 1021610694 DEACY JOHN 125,000.00 SF 1,017.04 125,000.00 86.2 11/01/96 9.125 145,000.00 Y
ML122 1021610713 BOYD WILLIAM LANCE 80,500.00 SF 699.02 80,463.43 70.0 10/01/96 9.875 115,000.00 Y
ML122 1021610750 FIKE DAVID 50,000.00 CD 345.34 50,000.00 60.2 11/01/96 7.375 83,000.00 Y
ML122 1021610798 WILLIAMS DEAN C 120,000.00 SF 1,120.18 120,000.00 80.0 11/01/96 10.750 150,000.00 Y
ML122 1021610810 SPECKMAN WALTER J 81,900.00 SF 593.83 81,843.64 70.0 10/01/96 7.875 117,000.00 N
ML122 1021610819 POTTER CHARLES V 127,000.00 SF 1,197.47 126,953.47 65.1 11/01/96 10.875 195,000.00 Y
ML122 1021610848 MARTINEZ MICHAEL B 96,050.00 SF 816.41 96,050.00 85.0 11/01/96 9.625 113,000.00 Y
ML122 1021610856 STANTON CARLA R 51,850.00 SF 450.24 51,850.00 85.0 11/01/96 9.875 61,000.00 Y
ML122 1021610871 DUDEK ANTOINETTE V 97,500.00 SF 828.74 97,453.03 65.0 11/01/96 9.625 150,000.00 Y
ML122 1021610896 NEWTON EVERETTE L 247,900.00 SF 2,061.91 247,774.81 79.9 10/01/96 9.375 309,900.00 Y
ML122 1021610913 KAY MARSHA E 58,400.00 SF 454.23 58,400.00 80.0 11/01/96 8.625 73,000.00 Y
ML122 1021610924 WHITMAN STEVEN LYNN 72,000.00 SF 665.35 72,000.00 80.0 11/01/96 10.625 90,000.00 Y
ML122 1021610938 RIDDLE FRANKLIN P 71,400.00 SF 481.04 71,400.00 70.0 11/01/96 7.125 102,000.00 Y
ML122 1021610952 THOMPSON STEVEN A 98,100.00 SF 798.17 98,100.00 90.0 11/01/96 9.125 109,000.00 Y
ML122 1021610960 BRODERICK KRISTIN A 100,490.00 SF 677.02 100,490.00 74.4 11/01/96 7.125 135,000.00 Y
ML122 1021610974 WADE SHEILA M 76,500.00 SF 636.29 76,500.00 90.0 11/01/96 9.375 85,000.00 Y
ML122 1021610986 DIANA KATHERINE A 50,000.00 CD 388.89 49,945.49 51.0 11/01/96 8.625 98,000.00 N
ML122 1021611006 MAUSER PAUL S 182,700.00 SF 1,324.70 182,700.00 90.0 11/01/96 7.875 203,000.00 Y
ML122 1021611036 CHEATHAM HERBERT L 41,000.00 SF 348.50 40,980.35 74.5 11/01/96 9.625 55,000.00 Y
ML122 1021611044 BULLOCK EDWARD GENE 95,200.00 SF 791.83 95,151.92 85.0 11/01/96 9.375 112,000.00 Y
ML122 1021611051 VARGAS EDITH 107,800.00 SF 896.63 107,800.00 70.0 11/01/96 9.375 154,000.00 Y
------------------------------------------------ ------------------------------ ---------------------
40 Sale Total 4,201,390.00 35,202.55 4,200,206.79 78.0 9.440 5,445,680.00
</TABLE>
<PAGE>
<TABLE>
ALLIANCE FUNDING COMPANY SALE SCHEDULE B Page 5
A DIVISION OF SUPERIOR BANK FSB 1996-2 CLASS 2 - INITIAL POOL OF ADJUSTABLE RATE MORTGAGES - SETTLEMENT 6/19/96
<CAPTION>
Type of Cut-off Date Next Property
Mortgaged Principal Adjustment Value at
Property Balance Date Origination
Principal Scheduled Original Current
Balance at Payment LTV Mortgage Owner
Sale ID Account Name Origination Int & Prin Ratio Rate Occupied
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ML123 1021609175 MARTINEZ BENJAMIN 134,910.00 SF 1,001.70 134,462.71 90.0 12/01/96 9.125 149,900.00 Y
ML123 1021609548 RINGER DENNIS A 112,500.00 SF 935.72 112,328.23 89.6 08/01/96 9.375 125,500.00 Y
ML123 1021609857 KEARNEY ZANDRA 103,500.00 MF 842.11 103,333.50 75.0 08/01/96 9.125 138,000.00 Y
ML123 1021609902 SODHI JASKARAN S 187,000.00 SF 1,589.48 186,819.59 85.0 09/01/96 9.625 220,000.00 Y
ML123 1021609923 BAYDOUN ALI K 96,900.00 MF 685.85 96,141.09 82.1 08/01/96 7.625 118,000.00 Y
ML123 1021609968 CHOUDRY UME 168,300.00 SF 1,586.88 168,176.12 85.0 09/01/96 10.875 198,000.00 Y
ML123 1021609985 EGAN CHARLES M 93,540.00 SF 744.25 93,434.73 60.0 10/01/96 8.875 155,900.00 Y
ML123 1021610019 VENDITTI MICHAEL P 103,500.00 SF 917.86 103,365.14 75.0 08/01/96 10.125 138,000.00 N
ML123 1021610045 JEROME YVES 161,250.00 SF 1,400.21 161,176.74 75.0 10/01/96 9.875 215,000.00 Y
ML123 1021610077 BROWNE CLIFFORD B 430,000.00 SF 3,043.51 429,688.78 80.3 11/01/96 7.625 535,000.00 Y
ML123 1021610115 CHRYSIKO THOMAS EFTHIMIOS 170,000.00 MF 1,444.98 169,918.56 85.0 11/01/96 9.625 200,000.00 Y
ML123 1021610213 NIONES ALFREDO 152,000.00 SF 1,264.26 151,845.88 80.0 10/01/96 9.375 190,000.00 Y
ML123 1021610236 HUNT JOHN 174,400.00 SF 1,264.52 174,159.17 80.0 09/01/96 7.875 218,000.00 Y
ML123 1021610237 VALSOANEY JOHN A 196,800.00 SF 1,855.61 196,727.89 80.0 10/01/96 10.875 246,000.00 Y
ML123 1021610256 BRAHA EDWARD 114,000.00 MF 1,010.98 113,950.90 80.0 10/01/96 10.125 142,500.00 Y
ML123 1021610269 SWARTHOUT BRIAN 85,850.00 SF 753.40 85,773.72 85.0 10/01/96 10.000 101,000.00 Y
ML123 1021610289 BYGRAVE DWIGHT 104,550.00 MF 917.50 104,503.75 85.0 10/01/96 10.000 123,000.00 N
ML123 1021610307 FLORES JOSE 135,920.00 SF 1,333.06 135,875.35 80.0 10/01/96 11.375 169,900.00 Y
ML123 1021610320 GRANT DOUGLAS D 140,000.00 SF 1,399.78 140,000.00 64.8 11/01/96 11.625 216,000.00 Y
ML123 1021610328 TORRES JAVIER 64,175.00 SF 581.04 64,148.81 83.3 10/01/96 10.375 77,000.00 Y
ML123 1021610336 HYLARIS CHANTAL 153,600.00 SF 1,167.47 153,600.00 80.0 11/01/96 8.375 192,000.00 Y
ML123 1021610361 MOORE CARL 133,200.00 MF 1,132.19 133,136.19 90.0 10/01/96 9.625 148,000.00 Y
ML123 1021610371 WAYANS HOWELL 90,900.00 MF 674.93 90,780.68 90.0 09/01/96 8.125 101,000.00 N
ML123 1021610391 DAVIS GILBERT W 71,900.00 SF 650.99 71,870.65 79.8 11/01/96 10.375 89,990.00 Y
ML123 1021610433 IENGO DOMINICK 133,250.00 SF 1,036.40 133,250.00 65.0 11/01/96 8.625 205,000.00 Y
ML123 1021610451 OSKARSSON GUDBJORN 37,500.00 SF 298.37 37,478.97 75.0 10/01/96 8.875 50,000.00 Y
ML123 1021610462 PALADINO JOSEPH 148,000.00 SF 1,367.66 147,942.76 80.0 10/01/96 10.625 185,000.00 Y
ML123 1021610477 LAWRENCE THOMAS K 105,000.00 SF 816.68 105,000.00 84.0 11/01/96 8.625 125,000.00 Y
ML123 1021610482 CAVALLO VITO 220,000.00 MF 1,829.85 219,776.93 80.0 10/01/96 9.375 275,000.00 Y
ML123 1021610491 PITTS JONI M 157,000.00 SF 1,193.31 157,000.00 89.7 11/01/96 8.375 175,000.00 Y
ML123 1021610505 BROMBERG STEVEN S 155,550.00 SF 1,047.97 155,550.00 85.0 11/01/96 7.125 183,000.00 Y
ML123 1021610518 GOLDSON YITZCHOK 160,500.00 SF 1,543.66 160,444.31 72.9 10/01/96 11.125 220,000.00 Y
ML123 1021610524 ARMETTA VINCENZO 100,800.00 SF 802.01 100,743.49 90.0 10/01/96 8.875 112,000.00 Y
ML123 1021610528 HAGGERTY STEPHEN D 138,000.00 SF 1,147.81 137,860.09 79.3 09/01/96 9.375 174,000.00 Y
ML123 1021610550 KAVANAUGH MARY ELIANE 127,500.00 SF 935.55 127,414.45 85.0 10/01/96 8.000 150,000.00 Y
ML123 1021610560 MASCITELLI CLAUDIA 114,300.00 SF 950.69 114,184.11 71.4 10/01/96 9.375 160,000.00 Y
ML123 1021610577 CENTORE JOHN 142,800.00 SF 1,240.00 142,735.13 85.0 10/01/96 9.875 168,000.00 Y
ML123 1021610603 DARLING KENNETH D 123,750.00 SF 1,166.83 123,750.00 75.0 11/01/96 10.875 165,000.00 Y
ML123 1021610644 TUDI ANTHONY J 102,400.00 SF 778.31 102,336.36 76.9 10/01/96 8.375 133,000.00 Y
ML123 1021610676 RIVA JAVIER 35,700.00 SF 316.60 35,700.00 85.0 11/01/96 10.125 42,000.00 N
ML123 1021610682 HOUTAIT NAWAL 88,500.00 SF 672.66 88,445.00 65.5 11/01/96 8.375 135,000.00 Y
ML123 1021610690 DUNGY BRUCE A 107,900.00 SF 956.88 107,900.00 84.9 11/01/96 10.125 127,000.00 Y
ML123 1021610721 REAGAN CHRISTOPHER J 98,400.00 SF 756.61 98,340.39 80.0 11/01/96 8.500 123,000.00 Y
ML123 1021610728 ROSE KEVIN A 140,000.00 SF 1,015.10 139,903.65 66.0 12/01/96 7.875 212,000.00 Y
ML123 1021610729 ULLMAN KAY S 139,400.00 SF 1,210.48 139,400.00 85.0 11/01/96 9.875 164,000.00 Y
ML123 1021610735 ROETTGEN JOANNA L 132,100.00 SF 1,220.73 131,838.12 84.9 10/01/96 10.625 155,500.00 Y
ML123 1021610742 MCKENZIE STEVEN R 181,000.00 SF 1,571.71 180,917.77 84.9 11/01/96 9.875 213,000.00 Y
ML123 1021610747 DRAKE LUCILLE G 105,000.00 SF 873.34 104,946.97 75.0 11/01/96 9.375 140,000.00 Y
ML123 1021610748 MARCHESE EDITH 159,800.00 SF 1,446.84 159,468.13 85.0 12/01/96 11.375 188,000.00 Y
ML123 1021610751 SEMAAN BOULOS 36,500.00 SF 264.65 36,474.87 84.8 10/01/96 7.875 43,000.00 Y
ML123 1021610760 BENNETT WILLIAM P 71,200.00 SF 644.65 71,200.00 80.0 11/01/96 10.375 89,000.00 Y
ML123 1021610765 EMMETT ELAINE R 139,900.00 SF 1,319.10 139,848.74 79.9 11/01/96 10.875 175,000.00 Y
ML123 1021610766 MADSEN KIM 171,700.00 SF 1,506.79 171,700.00 85.0 11/01/96 10.000 202,000.00 Y
ML123 1021610773 BAZZI ZAYNAB 90,900.00 MF 651.22 90,900.00 84.9 11/01/96 7.750 107,000.00 Y
ML123 1021610774 AL-KHAFAJI ALAA 64,600.00 SF 462.80 64,600.00 85.0 11/01/96 7.750 76,000.00 Y
ML123 1021610778 STERLING HERMAN 110,500.00 SF 929.14 110,500.00 85.0 11/01/96 9.500 130,000.00 Y
ML123 1021610808 VIOLA VINCENT 365,500.00 SF 2,842.82 365,500.00 79.9 11/01/96 8.625 457,000.00 Y
ML123 1021610816 KHAN MUZAMIL 255,000.00 SF 2,332.59 254,898.66 85.0 11/01/96 10.500 300,000.00 Y
ML123 1021610817 OTTOMANO MICHAEL F 280,000.00 MF 2,379.97 279,730.65 80.0 10/01/96 9.625 350,000.00 Y
ML123 1021610818 MCGARRY EVERETT JOSEPH JR 178,000.00 SF 1,384.47 178,000.00 79.8 11/01/96 8.625 223,000.00 Y
</TABLE>
<PAGE>
<TABLE>
ALLIANCE FUNDING COMPANY SALE SCHEDULE B Page 6
A DIVISION OF SUPERIOR BANK FSB 1996-2 CLASS 2 - INITIAL POOL OF ADJUSTABLE RATE MORTGAGES - SETTLEMENT 6/19/96
<CAPTION>
Type of Cut-off Date Next Property
Mortgaged Principal Adjustment Value at
Property Balance Date Origination
Principal Scheduled Original Current
Balance at Payment LTV Mortgage Owner
Sale ID Account Name Origination Int & Prin Ratio Rate Occupied
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ML123 1021610819 BROWN PERCY 163,800.00 MF 1,332.73 163,625.00 90.0 09/01/96 9.125 182,000.00 N
ML123 1021610823 ANTONIOLI FRANK A 195,500.00 SF 1,555.49 195,500.00 85.0 11/01/96 8.875 230,000.00 Y
ML123 1021610832 MANNING ERIC T 81,000.00 SF 608.53 80,896.34 90.0 10/01/96 8.250 90,000.00 Y
ML123 1021610847 CARTER NOMA K 108,000.00 SF 878.72 107,942.53 90.0 10/01/96 9.125 120,000.00 Y
ML123 1021610847 SIMMONS MILTON L 125,000.00 SF 1,017.04 124,933.48 89.9 10/01/96 9.125 139,000.00 Y
ML123 1021610923 CORBETT NINA 128,000.00 MF 862.36 128,000.00 80.0 11/01/96 7.125 160,000.00 Y
ML123 1021610924 WICHM STEPHEN CHRISTOPHER 168,800.00 SF 1,528.33 168,731.09 80.0 11/01/96 10.375 211,000.00 Y
ML123 1021610926 DOLAN DEBORAH C 30,000.00 SF 244.09 30,000.00 75.0 11/01/96 9.125 40,000.00 Y
ML123 1021610934 KOKKINIAS ALEXANDRA 180,000.00 SF 1,305.13 179,876.12 83.7 11/01/96 7.875 215,000.00 Y
ML123 1021610944 ELSAYED ALI 112,500.00 SF 855.08 112,500.00 90.0 11/01/96 8.375 125,000.00 Y
ML123 1021610950 GILLIS LAWRENCE 102,000.00 SF 885.72 101,819.38 62.1 11/01/96 9.875 164,000.00 Y
ML123 1021610983 HODROJ SIHAM 94,500.00 SF 768.88 94,449.71 90.0 11/01/96 9.125 105,000.00 Y
ML123 1021611030 STEPP KIMBERLEE ANN 56,200.00 SF 457.26 56,200.00 74.9 11/01/96 9.125 75,000.00 Y
ML123 1021611046 MARTELL ANNA MARIE 123,500.00 SF 1,004.84 123,500.00 65.0 11/01/96 9.125 190,000.00 N
ML123 1021611083 SAEED MABKHUT ALI 73,600.00 MF 680.14 73,571.53 80.0 11/01/96 10.625 92,000.00 N
ML123 1021611174 HARTIGAN JOSEPH J III 164,500.00 SF 1,338.43 164,500.00 72.7 11/01/96 9.125 226,000.00 Y
------------------------------------------------ ------------------------------ ---------------------
76 Sale Total 10,203,545.00 84,435.30 10,196,942.91 80.9 9.330 12,703,190.00
</TABLE>
<PAGE>
<TABLE>
ALLIANCE FUNDING COMPANY SALE SCHEDULE B Page 7
A DIVISION OF SUPERIOR BANK FSB 1996-2 CLASS 2 - INITIAL POOL OF ADJUSTABLE RATE MORTGAGES - SETTLEMENT 6/19/96
<CAPTION>
Type of Cut-off Date Next Property
Mortgaged Principal Adjustment Value at
Property Balance Date Origination
Principal Scheduled Original Current
Balance at Payment LTV Mortgage Owner
Sale ID Account Name Origination Int & Prin Ratio Rate Occupied
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ML124 1021607605 NEWELL ESTELLA 51,000.00 SF 437.17 50,636.90 57.9 01/01/97 9.750 88,000.00 Y
ML124 1021608479 DIPIERRO ROMOLO 80,800.00 SF 776.37 80,520.77 80.0 04/01/97 11.125 101,000.00 Y
ML124 1021608739 TOWLE JAMES O 177,300.00 SF 1,663.91 176,072.24 90.0 05/01/97 10.875 197,000.00 Y
ML124 1021609557 SHMUELI BATYA 328,000.00 SF 2,728.14 327,667.43 72.8 09/01/96 9.375 450,000.00 Y
ML124 1021609760 KOPPMANN CANDICE B 50,400.00 SF 484.74 50,382.51 80.0 11/01/96 11.125 63,000.00 Y
ML124 1021609918 LEWIS OTIS 56,000.00 SF 475.99 56,000.00 70.0 11/01/96 9.625 80,000.00 Y
ML124 1021609942 SANDOVAL MARY ANN 130,000.00 SF 988.09 129,755.91 80.0 08/01/96 8.375 162,500.00 Y
ML124 1021610150 INTSIFUL GAIL E 114,300.00 SF 950.69 114,300.00 90.0 11/01/96 9.375 127,000.00 Y
ML124 1021610214 CRYSTAL LINDA A 113,000.00 SF 939.88 113,000.00 74.8 11/01/96 9.375 151,000.00 Y
ML124 1021610267 HOWELL DENISE 83,000.00 SF 682.82 82,956.97 60.5 11/01/96 9.250 137,000.00 Y
ML124 1021610409 SCHATTSCHNEIDER STEVEN J 54,700.00 MF 515.76 54,700.00 74.9 11/01/96 10.875 73,000.00 N
ML124 1021610424 HILL DEBORAH G 30,000.00 SF 285.70 30,000.00 37.5 12/01/96 11.000 80,000.00 Y
ML124 1021610440 DAVIS JOHN 43,500.00 MF 377.73 43,500.00 60.0 11/01/96 9.875 72,500.00 N
ML124 1021610515 COLEMAN JOHN W 69,600.00 SF 669.40 69,600.00 80.0 11/01/96 11.125 87,000.00 Y
ML124 1021610518 SCHWARTZ AMELIA F 60,605.00 SF 537.46 60,605.00 85.0 11/01/96 10.125 71,300.00 Y
ML124 1021610603 WASHINGTON COSBY F 70,000.00 SF 646.87 70,000.00 70.0 11/01/96 10.625 100,000.00 Y
ML124 1021610612 BRADSHAW DARRYL 193,000.00 SF 1,501.13 192,886.06 89.7 10/01/96 8.625 215,000.00 Y
ML124 1021610627 HARWOOD JEFFREY T 47,600.00 SF 353.43 47,568.86 85.0 11/01/96 8.125 56,000.00 Y
ML124 1021610649 DATKO HELEN V 101,900.00 SF 884.85 101,853.55 84.9 10/01/96 9.875 119,900.00 Y
ML124 1021610661 DARBY ARTIE E 35,500.00 SF 301.75 35,500.00 71.0 11/01/96 9.625 50,000.00 Y
ML124 1021610670 ROSA CARMEN L 123,000.00 SF 1,068.07 122,944.12 69.9 10/01/96 9.875 175,900.00 Y
ML124 1021610703 BOWEN JAMES W 81,600.00 SF 754.06 81,600.00 80.0 11/01/96 10.625 102,000.00 Y
ML124 1021610705 BROWN DAVID PAUL 68,560.00 SF 633.56 68,560.00 75.7 11/01/96 10.625 90,500.00 Y
ML124 1021610724 MCELLIGOT MARTIN T 113,600.00 SF 1,092.58 113,600.00 80.0 11/01/96 11.125 142,000.00 Y
ML124 1021610740 GREGORAS ANTHONY 165,000.00 SF 1,402.48 165,000.00 70.2 12/01/96 9.625 235,000.00 Y
ML124 1021610744 SHIRK DORA M 103,445.00 SF 917.37 103,445.00 85.0 11/01/96 10.125 121,700.00 Y
ML124 1021610745 GARWOOD TONYA 29,200.00 SF 280.84 29,200.00 64.8 11/01/96 11.125 45,000.00 Y
ML124 1021610749 PRATO LINDA L 50,000.00 SF 384.46 50,000.00 23.8 12/01/96 8.500 210,000.00 Y
ML124 1021610772 HOEFELMEYER RALPH SAMUEL 179,910.00 SF 1,480.08 179,806.81 90.0 11/01/96 9.250 199,900.00 Y
ML124 1021610831 COPEN PAUL D 180,175.00 SF 1,385.39 180,175.00 89.9 11/01/96 8.500 200,195.00 Y
ML124 1021610852 GAMBILL WILLIAM D II 350,000.00 SF 2,784.76 350,000.00 74.4 11/01/96 8.875 470,000.00 N
ML124 1021610872 CLARK DALE C 67,500.00 SF 519.02 67,500.00 90.0 11/01/96 8.500 75,000.00 Y
ML124 1021610873 LEWIS HILBERT N 114,700.00 SF 996.00 114,643.89 84.9 11/01/96 9.875 135,000.00 Y
ML124 1021610891 ELLIS MICHAEL P 102,000.00 SF 811.56 101,942.82 75.0 11/01/96 8.875 136,000.00 Y
ML124 1021610896 WILKIE JACKIE S 118,000.00 SF 907.32 117,928.51 80.0 10/01/96 8.500 147,500.00 Y
ML124 1021610912 CARIO CARMELO 100,000.00 SF 786.70 99,942.47 78.1 11/01/96 8.750 128,000.00 Y
ML124 1021610912 SERNA FILIBERTO 108,000.00 SF 888.49 108,000.00 90.0 12/01/96 9.250 120,000.00 Y
ML124 1021610934 CASPER THEODORE P 104,000.00 SF 772.20 104,000.00 80.0 11/01/96 8.125 130,000.00 Y
ML124 1021610969 ULRICH BYRON 92,000.00 SF 815.88 92,000.00 82.1 11/01/96 10.125 112,000.00 Y
ML124 1021610975 STEELE JOHN H 52,000.00 SF 386.10 51,965.98 31.5 11/01/96 8.125 165,000.00 Y
ML124 1021610975 CLINGMAN BRUCE W 96,000.00 SF 923.31 95,966.69 80.0 11/01/96 11.125 120,000.00 Y
ML124 1021610977 FADEYI ABIODUN IDOWU 83,200.00 SF 776.66 83,165.33 80.0 11/01/96 10.750 104,000.00 Y
ML124 1021610997 COPPOLINO CYNTHIA S 81,000.00 SF 673.72 81,000.00 45.7 11/01/96 9.375 177,000.00 Y
ML124 1021611025 MCCAHILL MATTHEW T 63,750.00 SF 565.35 63,750.00 85.0 11/01/96 10.125 75,000.00 Y
ML124 1021611027 ONEIL REX L 72,800.00 SF 686.42 72,800.00 80.0 11/01/96 10.875 91,000.00 Y
ML124 1021611053 KNOX WILLA 51,700.00 SF 434.72 51,609.29 59.4 11/01/96 9.500 87,000.00 Y
ML124 1021611055 JODOIN JAMES 228,000.00 MF 1,712.89 228,000.00 67.0 11/01/96 8.250 340,000.00 N
ML124 1021611056 MITRO ROBERT F JR 54,600.00 SF 459.11 54,600.00 70.0 11/01/96 9.500 78,000.00 Y
ML124 1021611057 SCHENK MARIANNE M 109,000.00 SF 771.50 109,000.00 58.2 11/01/96 7.625 187,000.00 Y
ML124 1021611059 VITERITTI KEVIN 100,000.00 SF 795.64 99,943.94 41.1 11/01/96 8.875 243,000.00 Y
ML124 1021611082 OSTRANDER DONALD J 74,250.00 MF 617.57 74,212.51 75.0 11/01/96 9.375 99,000.00 Y
ML124 1021611088 MALYSHEFF CHRISTINA 141,865.00 SF 1,258.09 141,865.00 85.0 11/01/96 10.125 166,900.00 Y
ML124 1021611129 SAMUEL BENJAMIN 202,500.00 MF 1,557.05 202,376.38 90.0 11/01/96 8.500 225,000.00 Y
ML124 1021611132 MULLIGAN KATHEEN K 60,000.00 SF 577.07 59,979.18 42.2 11/01/96 11.125 142,000.00 Y
ML124 1021611133 ZEHNDER PATRICIA A 220,000.00 SF 2,115.92 220,000.00 64.7 11/01/96 11.125 340,000.00 Y
ML124 1021611158 LOPEZ VIRGINIA 96,000.00 MF 914.23 96,000.00 80.0 12/01/96 11.000 120,000.00 Y
ML124 1021611175 KNEPPER WILLIAM 109,600.00 SF 756.98 109,600.00 84.9 11/01/96 7.375 129,000.00 Y
ML124 1021611202 ANDERSON KIM L 45,000.00 SF 378.38 45,000.00 38.7 11/01/96 9.500 116,000.00 Y
ML124 1021611214 SMITH TERRY J 267,750.00 SF 2,374.47 267,750.00 85.0 11/01/96 10.125 315,000.00 Y
ML124 1021611240 POND DONNA M 60,000.00 SF 509.99 60,000.00 79.4 11/01/96 9.625 75,500.00 Y
</TABLE>
<PAGE>
<TABLE>
ALLIANCE FUNDING COMPANY SALE SCHEDULE B Page 8
A DIVISION OF SUPERIOR BANK FSB 1996-2 CLASS 2 - INITIAL POOL OF ADJUSTABLE RATE MORTGAGES - SETTLEMENT 6/19/96
<CAPTION>
Type of Cut-off Date Next Property
Mortgaged Principal Adjustment Value at
Property Balance Date Origination
Principal Scheduled Original Current
Balance at Payment LTV Mortgage Owner
Sale ID Account Name Origination Int & Prin Ratio Rate Occupied
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ML124 1021611248 LOPEZ J AMPARO 65,600.00 SF 612.36 65,600.00 75.4 12/01/96 10.750 87,000.00 Y
ML124 1021611254 HUFFMAN ROBERT C 157,250.00 SF 1,379.98 157,180.44 85.0 11/01/96 10.000 185,000.00 Y
ML124 1021611278 POINDEXTER TERRY I 85,000.00 SF 587.07 85,000.00 85.0 11/01/96 7.375 100,000.00 Y
ML124 1021611283 MENCER MICHAEL A 30,000.00 SF 252.26 29,985.24 75.0 11/01/96 9.500 40,000.00 Y
ML124 1021611284 PORTER LAURIE J 156,800.00 SF 1,247.57 156,800.00 80.0 11/01/96 8.875 196,000.00 Y
ML124 1021611285 MURALLES ITALO 208,000.00 MF 1,787.04 208,000.00 84.8 12/01/96 9.750 245,000.00 Y
ML124 1021611295 SPANO KATHLEEN E 394,000.00 SF 3,134.84 394,000.00 70.3 11/01/96 8.875 560,000.00 Y
ML124 1021611312 SNYDER SCOTT A 55,200.00 SF 530.90 55,200.00 64.9 11/01/96 11.125 85,000.00 Y
ML124 1021611314 MACALUSO LAWRENCE T 108,000.00 SF 792.47 108,000.00 65.0 12/01/96 8.000 166,000.00 Y
ML124 1021611317 CAMERON ROBERT E 181,000.00 SF 1,250.12 181,000.00 84.9 11/01/96 7.375 213,000.00 Y
ML124 1021611321 THOMPSON WILLIAM H 210,000.00 SF 1,940.61 210,000.00 70.0 11/01/96 10.625 300,000.00 Y
ML124 1021611348 DOPORCYK HELEN R 170,000.00 SF 1,337.39 170,000.00 69.3 11/01/96 8.750 245,000.00 Y
ML124 1021611366 LANG GEORGE 99,375.00 SF 817.53 99,323.49 75.0 11/01/96 9.250 132,500.00 Y
ML124 1021611373 JODOIN JAMES M 182,000.00 MF 1,367.31 182,000.00 70.0 11/01/96 8.250 260,000.00 N
ML124 1021611382 BRANDWEIN HOWARD 165,850.00 SF 1,455.45 165,850.00 84.9 11/01/96 10.000 195,160.00 Y
------------------------------------------------ ------------------------------ ---------------------
75 Sale Total 8,677,985.00 72,620.77 8,674,318.29 76.0 9.432 11,861,955.00
</TABLE>
<PAGE>
<TABLE>
ALLIANCE FUNDING COMPANY SALE SCHEDULE B Page 9
A DIVISION OF SUPERIOR BANK FSB 1996-2 CLASS 2 - INITIAL POOL OF ADJUSTABLE RATE MORTGAGES - SETTLEMENT 6/19/96
<CAPTION>
Type of Cut-off Date Next Property
Mortgaged Principal Adjustment Value at
Property Balance Date Origination
Principal Scheduled Original Current
Balance at Payment LTV Mortgage Owner
Sale ID Account Name Origination Int & Prin Ratio Rate Occupied
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ML125 1021609217 HAUPTNER BRIAN E 125,600.00 SF 999.33 125,240.67 80.0 08/01/96 8.875 157,000.00 Y
ML125 1021609749 CAREY EDWARD J 238,500.00 SF 1,812.77 238,052.17 90.0 08/01/96 8.375 265,000.00 Y
ML125 1021609777 KOESLING JOHN 63,000.00 SF 582.18 62,896.22 61.7 07/01/96 10.625 102,000.00 Y
ML125 1021610048 GLUSZEK CARL S 194,650.00 SF 1,690.24 194,382.52 85.0 08/01/96 9.875 229,000.00 Y
ML125 1021610093 MINGE PATRICIA J 52,000.00 SF 386.10 51,931.73 57.1 09/01/96 8.125 91,000.00 Y
ML125 1021610115 AREVALO AGUSTO 257,600.00 SF 2,526.45 257,600.00 80.0 11/01/96 11.375 322,000.00 Y
ML125 1021610194 TRAYNOR KATHERINE M 126,000.00 SF 957.69 125,842.83 80.0 09/01/96 8.375 157,500.00 Y
ML125 1021610357 CRISTI LORRAINE 152,000.00 SF 1,182.24 152,000.00 80.0 11/01/96 8.625 190,000.00 Y
ML125 1021610445 KELLEY WALTER J 120,000.00 SF 1,019.99 119,884.56 57.9 09/01/96 9.625 207,000.00 Y
ML125 1021610459 EDMAN LUSIA 110,500.00 SF 1,126.00 110,444.96 65.0 11/01/96 11.875 170,000.00 Y
ML125 1021610476 DEFELLIPO MICHAEL A 65,000.00 SF 552.49 65,000.00 84.9 11/01/96 9.625 76,500.00 Y
ML125 1021610524 BIXLER WILLIAM D 97,560.00 SF 829.25 97,560.00 90.0 11/01/96 9.625 108,400.00 Y
ML125 1021610535 LEWIS WARREN D 111,800.00 SF 869.57 111,800.00 80.0 11/01/96 8.625 139,750.00 Y
ML125 1021610595 KNIFFEN PETER 176,000.00 SF 1,759.72 176,000.00 80.0 11/01/96 11.625 220,000.00 Y
ML125 1021610612 GERIAK MELODY A 153,750.00 SF 1,223.30 153,750.00 75.0 11/01/96 8.875 205,000.00 Y
ML125 1021610612 DAGASTINO MICHAEL 175,500.00 SF 1,523.95 175,420.27 90.0 11/01/96 9.875 195,000.00 Y
ML125 1021610659 DAVIS JEFF 294,000.00 SF 2,234.61 294,000.00 73.5 11/01/96 8.375 400,000.00 Y
ML125 1021610684 PATRICIO JOSE JR 102,000.00 SF 923.52 102,000.00 85.0 11/01/96 10.375 120,000.00 Y
ML125 1021610734 BONK JEFFREY C 49,000.00 SF 407.56 49,000.00 61.2 11/01/96 9.375 80,000.00 Y
ML125 1021610739 HAGHANI AFSHIN 188,000.00 SF 1,462.24 188,000.00 80.0 11/01/96 8.625 235,000.00 Y
ML125 1021610754 OBRIEN KELLY J 75,000.00 SF 637.49 75,000.00 73.1 11/01/96 9.625 102,500.00 Y
ML125 1021610793 WHITE ALFRED W JR 70,000.00 SF 569.54 69,962.75 70.0 11/01/96 9.125 99,999.00 Y
ML125 1021610802 MCLEOD GEORGIANNA 100,000.00 SF 1,009.41 99,902.84 60.6 10/01/96 11.750 165,000.00 Y
ML125 1021610834 CAPPELLANO JOHN M 255,000.00 SF 2,261.40 254,890.16 85.0 10/01/96 10.125 300,000.00 Y
ML125 1021610844 HELMICK FRED JR 140,250.00 SF 1,192.11 140,250.00 85.0 11/01/96 9.625 165,000.00 Y
ML125 1021610846 LIMONGELLO MARYANN 128,500.00 SF 1,045.52 128,431.62 77.8 11/01/96 9.125 165,000.00 Y
ML125 1021610857 HENDLEMAN JAMES A 249,900.00 SF 2,216.17 249,900.00 85.0 11/01/96 10.125 294,000.00 Y
ML125 1021610884 OWENS HARRY B 90,000.00 SF 740.41 90,000.00 72.0 11/01/96 9.250 125,000.00 Y
ML125 1021610885 TOOLE THOMAS M 65,600.00 SF 630.93 65,600.00 80.0 11/01/96 11.125 82,000.00 Y
ML125 1021610888 HURT IRVINE 78,000.00 SF 750.19 78,000.00 80.0 11/01/96 11.125 97,500.00 Y
ML125 1021610902 MOBLEY DIJON JR 153,000.00 SF 1,190.02 153,000.00 90.0 11/01/96 8.625 170,000.00 Y
ML125 1021610919 DAUGHERTY GERALD A 81,000.00 SF 673.72 81,000.00 90.0 11/01/96 9.375 90,000.00 Y
ML125 1021610924 PEPIO NICHOLAS 140,000.00 SF 1,426.60 139,958.82 65.1 10/01/96 11.875 215,000.00 Y
ML125 1021611005 SUAREZ MANUEL A 102,000.00 SF 1,059.01 102,000.00 60.7 11/01/96 12.125 168,000.00 Y
ML125 1021611055 JODOIN JAMES M 108,000.00 MF 792.47 108,000.00 67.5 11/01/96 8.000 160,000.00 N
ML125 1021611097 NAVY RANDY JAMES 63,750.00 SF 553.57 63,750.00 85.0 11/01/96 9.875 75,000.00 Y
ML125 1021611107 EDWARDS SHANE M 45,000.00 SF 374.29 44,977.27 75.0 11/01/96 9.375 60,000.00 Y
ML125 1021611116 BENOIT SALLY ANN 89,250.00 SF 833.13 89,216.40 85.0 11/01/96 10.750 105,000.00 Y
ML125 1021611139 TANNER KENNETH H 220,000.00 SF 1,789.99 220,000.00 80.0 11/01/96 9.125 275,000.00 Y
ML125 1021611164 ROOP JAN N 163,200.00 SF 1,327.85 163,113.15 85.0 11/01/96 9.125 192,000.00 Y
ML125 1021611165 JORDAN JERRY B 95,000.00 SF 860.14 95,000.00 67.8 11/01/96 10.375 140,000.00 Y
ML125 1021611272 YOUNG CARROLL D 102,400.00 SF 1,063.16 102,400.00 80.0 11/01/96 12.125 128,000.00 Y
ML125 1021611273 TORO HOMERO DEL 51,800.00 SF 402.90 51,769.41 70.0 11/01/96 8.625 74,000.00 Y
ML125 1021611277 ROMANO PAUL F 184,000.00 SF 1,398.53 184,000.00 80.0 11/01/96 8.375 230,000.00 Y
ML125 1021611338 SAYMUAH NAJIM 140,800.00 SF 1,045.44 140,800.00 78.6 11/01/96 8.125 179,000.00 Y
ML125 1021611374 AJROUCHE ATA A 30,100.00 SF 220.86 30,079.81 66.8 11/01/96 8.000 45,000.00 Y
ML125 1021611376 FORMAN ALAN D 204,000.00 SF 1,942.74 204,000.00 80.0 12/01/96 11.000 255,000.00 Y
ML125 1021611389 DEL TORO HOMERO 157,600.00 SF 1,211.81 157,600.00 78.8 11/01/96 8.500 200,000.00 Y
ML125 1021611389 MROUEH YOUSSEF 92,800.00 SF 713.55 92,800.00 80.0 12/01/96 8.500 116,000.00 Y
ML125 1021611398 SAYED YUSRA EL 69,000.00 SF 530.55 69,000.00 55.2 12/01/96 8.500 125,000.00 Y
ML125 1021611437 SINNO SOUZAN 136,800.00 SF 1,125.42 136,800.00 90.0 12/01/96 9.250 152,000.00 Y
------------------------------------------------ ------------------------------ ---------------------
51 Sale Total 6,534,210.00 55,658.12 6,532,008.16 78.7 9.632 8,420,149.00
</TABLE>
<PAGE>
<TABLE>
ALLIANCE FUNDING COMPANY SALE SCHEDULE B Page 10
A DIVISION OF SUPERIOR BANK FSB 1996-2 CLASS 2 - INITIAL POOL OF ADJUSTABLE RATE MORTGAGES - SETTLEMENT 6/19/96
<CAPTION>
Type of Cut-off Date Next Property
Mortgaged Principal Adjustment Value at
Property Balance Date Origination
Principal Scheduled Original Current
Balance at Payment LTV Mortgage Owner
Sale ID Account Name Origination Int & Prin Ratio Rate Occupied
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ML126 1021610458 HAPANIEWSKI VIVIAN M 86,200.00 SF 732.69 86,200.00 74.9 12/01/96 9.625 115,000.00 Y
ML126 1021610597 SCHNOBRICH HENRY G JR 40,000.00 CD 321.85 40,000.00 46.5 12/01/96 9.000 86,000.00 Y
ML126 1021610728 SCHNEIDER EDWARD 128,000.00 SF 1,218.97 128,000.00 80.0 12/01/96 11.000 160,000.00 Y
ML126 1021610815 ANDERSON STEVE B 289,000.00 SF 2,509.53 289,000.00 85.0 11/01/96 9.875 340,000.00 Y
ML126 1021610838 CORNELL KAREN R 51,500.00 CD 447.20 51,500.00 65.1 11/01/96 9.875 79,000.00 Y
ML126 1021610869 ANTKOWIAK WALTER E 38,400.00 SF 365.69 38,400.00 80.0 12/01/96 11.000 48,000.00 Y
ML126 1021610873 YOUNGREN ANN M 96,500.00 SF 811.42 96,500.00 74.8 12/01/96 9.500 129,000.00 Y
ML126 1021610907 LAPPEN STEPHEN F 329,800.00 SF 2,803.27 329,800.00 85.0 12/01/96 9.625 388,000.00 Y
ML126 1021610928 ROGERS WILLIAM E 200,000.00 SF 1,573.40 200,000.00 32.2 12/01/96 8.750 620,000.00 Y
ML126 1021610932 PUCKETT MARGARET F 100,000.00 SF 768.91 100,000.00 80.0 12/01/96 8.500 125,000.00 Y
ML126 1021611005 HARRIS CRAIG ANDREW 67,500.00 SF 543.12 67,500.00 72.5 12/01/96 9.000 93,000.00 Y
ML126 1021611043 KURTZ GARY M 216,000.00 SF 2,201.04 215,936.46 80.0 11/01/96 11.875 270,000.00 Y
ML126 1021611044 CURRAN SUZANNE 144,000.00 SF 1,277.02 144,000.00 90.0 11/01/96 10.125 160,000.00 Y
ML126 1021611063 APGAR RONALD M 119,000.00 SF 1,044.31 119,000.00 85.0 12/01/96 10.000 140,000.00 Y
ML126 1021611071 TOYAMA CRAIG I 225,000.00 SF 2,100.33 225,000.00 78.1 11/01/96 10.750 287,800.00 Y
ML126 1021611120 ACOBA TOMAS R 129,200.00 SF 1,133.82 129,200.00 85.0 12/01/96 10.000 152,000.00 Y
ML126 1021611132 KLIMKIEWICZ BRIAN A 54,000.00 SF 454.06 54,000.00 73.4 12/01/96 9.500 73,500.00 Y
ML126 1021611144 TANNER DANIEL 87,000.00 SF 812.13 87,000.00 79.4 12/01/96 10.750 109,500.00 Y
ML126 1021611159 HILDEBRAND JOHN D 100,000.00 SF 840.85 100,000.00 54.7 12/01/96 9.500 182,500.00 Y
ML126 1021611163 MAHDI VIOLA EVANA 96,000.00 SF 905.17 96,000.00 80.0 11/01/96 10.875 120,000.00 Y
ML126 1021611226 STEPHENS TERESA Y 115,200.00 SF 1,107.97 115,200.00 80.0 12/01/96 11.125 144,000.00 Y
ML126 1021611232 AGOSTO EDWIN 116,450.00 SF 1,076.11 116,404.96 83.1 11/01/96 10.625 140,000.00 Y
ML126 1021611269 DOYLE JOSEPH J 80,000.00 SF 672.68 80,000.00 71.4 12/01/96 9.500 112,000.00 Y
ML126 1021611285 JOHNSON ELSIE M 45,000.00 SF 378.38 45,000.00 32.8 12/01/96 9.500 137,000.00 Y
ML126 1021611302 GALLATY JOHN CHARLES 399,950.00 SF 3,146.41 399,950.00 60.5 12/01/96 8.750 660,000.00 Y
ML126 1021611332 BALCAITIS LAVERNE M 96,000.00 SF 914.23 96,000.00 80.0 12/01/96 11.000 120,000.00 Y
ML126 1021611339 SANDLER HAROLD 80,000.00 SF 629.36 80,000.00 80.0 12/01/96 8.750 100,000.00 Y
ML126 1021611355 BROOKS C H 268,000.00 SF 1,966.49 268,000.00 78.8 12/01/96 8.000 340,000.00 Y
ML126 1021611360 WEINS JOHN D 112,200.00 SF 984.64 112,200.00 85.0 12/01/96 10.000 132,000.00 Y
ML126 1021611387 SKAINES JAMES M JR 142,425.00 SF 1,197.59 142,425.00 75.0 11/01/96 9.500 189,900.00 Y
ML126 1021611425 ADAMS STEVEN S 134,360.00 SF 1,057.01 134,360.00 80.0 11/01/96 8.750 167,950.00 Y
ML126 1021611515 AHMED ZAKARIA 14,400.00 MF 118.47 14,400.00 60.0 12/01/96 9.250 24,000.00 N
------------------------------------------------ ------------------------------ ---------------------
32 Sale Total 4,201,085.00 36,114.12 4,200,976.42 74.8 9.744 5,945,150.00
</TABLE>
<PAGE>
<TABLE>
ALLIANCE FUNDING COMPANY SALE SCHEDULE B Page 11
A DIVISION OF SUPERIOR BANK FSB 1996-2 CLASS 2 - INITIAL POOL OF ADJUSTABLE RATE MORTGAGES - SETTLEMENT 6/19/96
<CAPTION>
Type of Cut-off Date Next Property
Mortgaged Principal Adjustment Value at
Property Balance Date Origination
Principal Scheduled Original Current
Balance at Payment LTV Mortgage Owner
Sale ID Account Name Origination Int & Prin Ratio Rate Occupied
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ML127 1021610456 BRUCE LEONARD W 103,500.00 SF 805.01 103,438.90 90.0 11/01/96 8.625 115,000.00 Y
ML127 1021610526 MARTIRE LOUIS 191,250.00 SF 1,731.59 191,250.00 75.0 11/01/96 10.375 255,000.00 Y
ML127 1021610586 CURTISS GEORGES 112,500.00 SF 956.24 112,500.00 75.0 11/01/96 9.625 150,000.00 Y
ML127 1021610788 PACE MARTHA JEAN 85,000.00 SF 676.30 84,952.35 69.1 11/01/96 8.875 123,000.00 Y
ML127 1021610807 METZGER EDWIN E 102,600.00 SF 844.07 102,600.00 90.0 12/01/96 9.250 114,000.00 Y
ML127 1021610850 LESLEY MARK D 61,830.00 SF 548.32 61,830.00 90.0 11/01/96 10.125 68,700.00 Y
ML127 1021610886 JOHNSON MARY 100,000.00 SF 786.70 100,000.00 79.3 11/01/96 8.750 126,000.00 Y
ML127 1021610894 THOMPSON JACQUELYN 212,000.00 MF 1,611.35 212,000.00 80.6 11/01/96 8.375 263,000.00 Y
ML127 1021611058 GEARY ALLYN 60,000.00 MF 504.51 60,000.00 41.3 12/01/96 9.500 145,000.00 Y
ML127 1021611088 DONNELLY BRIAN J 83,200.00 SF 610.49 83,200.00 80.0 12/01/96 8.000 104,000.00 Y
ML127 1021611147 MASON NATHANIEL 172,000.00 MF 1,368.51 172,000.00 80.0 12/01/96 8.875 215,000.00 Y
ML127 1021611166 CHAMBERS GLENN VERNON 82,000.00 SF 734.80 82,000.00 79.8 12/01/96 10.250 102,700.00 Y
ML127 1021611291 DELANEY JAMES A 205,000.00 SF 1,686.48 205,000.00 86.8 12/01/96 9.250 236,000.00 Y
ML127 1021611323 PHILLIPS VIRONA 89,000.00 SF 660.82 89,000.00 68.4 11/01/96 8.125 130,000.00 Y
ML127 1021611346 GARRIGAL EDWARD J 121,350.00 SF 1,110.04 121,350.00 80.9 12/01/96 10.500 150,000.00 Y
ML127 1021611419 ILYASOV SOLOMON 164,800.00 SF 1,296.48 164,800.00 80.0 12/01/96 8.750 206,000.00 Y
ML127 1021611455 MARTIN WILBUR L 174,200.00 SF 1,278.22 174,200.00 65.0 12/01/96 8.000 268,000.00 Y
ML127 1021611515 AHMED ZAKARIA 33,600.00 MF 313.65 33,600.00 80.0 12/01/96 10.750 42,000.00 Y
ML127 1021611517 JENNINGS ANN MAE 234,600.00 SF 2,212.02 234,600.00 80.8 12/01/96 10.875 290,000.00 Y
ML127 1021611574 ABU-EITA RULA 193,800.00 SF 1,438.96 193,800.00 85.0 12/01/96 8.125 228,000.00 Y
ML127 1021611574 HACHEM NAZIH 52,000.00 SF 500.13 52,000.00 80.0 12/01/96 11.125 65,000.00 Y
ML127 1021611607 MANSOUR MOHAMED 74,800.00 SF 649.52 74,800.00 85.0 12/01/96 9.875 88,000.00 Y
------------------------------------------------ ------------------------------ ---------------------
22 Sale Total 2,709,030.00 22,324.21 2,708,921.25 79.0 9.256 3,484,400.00
</TABLE>
<PAGE>
<TABLE>
ALLIANCE FUNDING COMPANY SALE SCHEDULE B Page 12
A DIVISION OF SUPERIOR BANK FSB 1996-2 CLASS 2 - INITIAL POOL OF ADJUSTABLE RATE MORTGAGES - SETTLEMENT 6/19/96
<CAPTION>
Type of Cut-off Date Next Property
Mortgaged Principal Adjustment Value at
Property Balance Date Origination
Principal Scheduled Original Current
Balance at Payment LTV Mortgage Owner
Sale ID Account Name Origination Int & Prin Ratio Rate Occupied
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ML128 1021607765 MCGRATH ROBERT A 60,000.00 SF 622.37 59,806.05 48.0 03/01/97 12.125 125,000.00 Y
ML128 1021610069 BRIDGEMOHAN ANANDRAM 118,000.00 SF 960.09 117,873.93 80.0 10/01/96 9.125 147,500.00 N
ML128 1021610278 MALARSKI JAMES J 130,000.00 SF 1,093.11 130,000.00 74.2 12/01/96 9.500 175,000.00 Y
ML128 1021610705 HOUSTON PHILIP I 76,800.00 SF 724.14 76,800.00 80.0 12/01/96 10.875 96,000.00 Y
ML128 1021610741 WYANT DANIEL L 110,000.00 SF 924.94 110,000.00 74.8 11/01/96 9.500 147,000.00 Y
ML128 1021610795 FABER KENNETH 118,590.00 SF 986.37 118,590.00 89.9 12/01/96 9.375 131,774.00 Y
ML128 1021610803 HAAS JAMES F 74,400.00 SF 666.70 74,368.80 80.0 10/01/96 10.250 93,000.00 Y
ML128 1021610831 BRANTLEY WADE C 220,000.00 SF 1,500.79 220,000.00 84.6 12/01/96 7.250 260,000.00 Y
ML128 1021610918 CACCIA ANTHONY SR 150,450.00 SF 1,334.22 150,385.20 85.0 11/01/96 10.125 177,000.00 Y
ML128 1021610958 PISACANO MICHAEL 62,475.00 MF 485.92 62,475.00 85.0 11/01/96 8.625 73,500.00 Y
ML128 1021610965 JUNG SUE H 154,400.00 SF 1,312.38 154,400.00 80.0 11/01/96 9.625 193,000.00 Y
ML128 1021611011 WRITER SUSAN B 224,000.00 SF 1,762.21 224,000.00 70.0 12/01/96 8.750 320,000.00 Y
ML128 1021611075 STEWART MILTON L 35,100.00 SF 291.94 35,100.00 90.0 12/01/96 9.375 39,000.00 Y
ML128 1021611098 GONZALES JOSEPH 42,500.00 SF 369.05 42,500.00 85.0 12/01/96 9.875 50,000.00 Y
ML128 1021611105 BLALOCK LUCILLE 34,400.00 SF 330.85 34,400.00 80.0 12/01/96 11.125 43,000.00 Y
ML128 1021611269 POTENZA FRED D 74,700.00 SF 634.94 74,700.00 64.9 12/01/96 9.625 115,000.00 Y
ML128 1021611286 MANCUSO JOHN J 116,200.00 SF 977.07 116,200.00 74.9 12/01/96 9.500 155,000.00 Y
ML128 1021611439 DESZO RICHARD A 224,000.00 SF 1,965.76 224,000.00 70.0 12/01/96 10.000 320,000.00 Y
ML128 1021611515 HILL ALBERT REED 148,750.00 SF 1,305.39 148,750.00 85.0 12/01/96 10.000 175,000.00 Y
ML128 1021611548 MAZZA CHESTER ANTHONY JR 103,300.00 SF 993.52 103,300.00 64.9 12/01/96 11.125 159,000.00 Y
ML128 1021611581 THOMAS LEON N 72,400.00 SF 696.33 72,400.00 80.0 12/01/96 11.125 90,500.00 Y
ML128 1021611599 COTE MICHELE P 80,000.00 SF 636.52 80,000.00 47.0 12/01/96 8.875 170,000.00 Y
------------------------------------------------ ------------------------------ ---------------------
22 Sale Total 2,430,465.00 20,574.61 2,430,048.98 76.3 9.563 3,255,274.00
</TABLE>
<PAGE>
<TABLE>
ALLIANCE FUNDING COMPANY SALE SCHEDULE B Page 13
A DIVISION OF SUPERIOR BANK FSB 1996-2 CLASS 2 - INITIAL POOL OF ADJUSTABLE RATE MORTGAGES - SETTLEMENT 6/19/96
<CAPTION>
Type of Cut-off Date Next Property
Mortgaged Principal Adjustment Value at
Property Balance Date Origination
Principal Scheduled Original Current
Balance at Payment LTV Mortgage Owner
Sale ID Account Name Origination Int & Prin Ratio Rate Occupied
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ML129 1021610283 EGASAN MILAGROS 161,000.00 MF 1,280.99 160,909.74 70.0 10/01/96 8.875 230,000.00 N
ML129 1021610425 MANNIX BRIAN MICHAEL 245,000.00 SF 2,104.93 245,000.00 70.0 12/01/96 9.750 350,000.00 Y
ML129 1021610461 NOLAN THOMAS 100,000.00 SF 924.10 100,000.00 58.8 12/01/96 10.625 170,000.00 Y
ML129 1021610525 FARAONE PHILIP 34,650.00 SF 300.88 34,650.00 90.0 11/01/96 9.875 38,500.00 Y
ML129 1021610624 LEVINE ROGER A 297,500.00 SF 2,182.95 297,500.00 85.0 12/01/96 8.000 350,000.00 Y
ML129 1021610739 FIORAVANTI VINCENT 168,000.00 SF 1,276.92 168,000.00 80.0 11/01/96 8.375 210,000.00 Y
ML129 1021610814 DATTILO MARIO 165,500.00 SF 1,406.73 165,500.00 74.8 12/01/96 9.625 221,000.00 Y
ML129 1021610844 DICKERSON ISAAC 78,000.00 MF 794.82 78,000.00 49.6 11/01/96 11.875 157,000.00 Y
ML129 1021610896 LOCKE CHARLES 121,550.00 SF 1,146.08 121,550.00 83.8 11/01/96 10.875 145,000.00 Y
ML129 1021610944 BUTSCHLE VINCENT F 54,000.00 SF 504.08 54,000.00 80.5 12/01/96 10.750 67,000.00 Y
ML129 1021610951 COMO DOLORES 125,000.00 SF 1,073.94 125,000.00 75.7 12/01/96 9.750 165,000.00 Y
ML129 1021611009 BAYLISS MAXINE E 136,000.00 SF 1,385.84 136,000.00 80.0 11/01/96 11.875 170,000.00 Y
ML129 1021611019 WALLACE DWIGHT D 195,500.00 SF 1,770.07 195,500.00 85.0 12/01/96 10.375 230,000.00 Y
ML129 1021611024 WEBER CAROL 128,000.00 SF 1,304.32 128,000.00 80.0 11/01/96 11.875 160,000.00 Y
ML129 1021611253 MIRZA SHIBLI 159,100.00 SF 1,237.46 159,100.00 79.9 11/01/96 8.625 198,900.00 Y
ML129 1021611294 ALAMIRI MAYTHEM N 36,400.00 SF 283.12 36,378.51 88.7 11/01/96 8.625 41,000.00 Y
ML129 1021611299 MARTENIUC GEORGE 122,400.00 SF 1,085.47 122,400.00 85.0 12/01/96 10.125 144,000.00 Y
ML129 1021611322 POOL SUSAN J 99,000.00 SF 761.22 99,000.00 90.0 12/01/96 8.500 110,000.00 Y
ML129 1021611354 POINVIL MICHELINE 185,000.00 MF 1,692.27 185,000.00 68.5 12/01/96 10.500 270,000.00 Y
ML129 1021611482 MISCOVICH MICHAEL J 144,000.00 SF 1,184.65 144,000.00 90.0 12/01/96 9.250 160,000.00 Y
ML129 1021611532 RUPP CHRISTOPHER G 35,100.00 SF 269.89 35,100.00 87.7 12/01/96 8.500 40,000.00 Y
ML129 1021611555 LORENZ DAVID G 80,000.00 SF 587.01 80,000.00 68.3 12/01/96 8.000 117,000.00 Y
ML129 1021611560 BERNARD DAWINE J ST 106,250.00 SF 962.00 106,062.43 85.0 09/01/96 10.375 125,000.00 Y
ML129 1021611569 HAMMOUD AHMED 68,000.00 SF 469.66 68,000.00 78.1 12/01/96 7.375 87,000.00 Y
ML129 1021611595 DUBICKI LOUIS M 256,000.00 SF 2,413.80 256,000.00 80.0 12/01/96 10.875 320,000.00 Y
ML129 1021611633 BEYDOUN ALIA 41,300.00 SF 351.05 41,300.00 70.0 12/01/96 9.625 59,000.00 Y
ML129 1021611800 SCHAAF RANDALL W 102,000.00 SF 923.52 102,000.00 85.0 12/01/96 10.375 120,000.00 Y
------------------------------------------------ ------------------------------ ---------------------
27 Sale Total 3,444,250.00 29,677.77 3,443,950.68 78.4 9.766 4,455,400.00
345 Total with Merrill Lynch 2,401,960.00 356,607.45 42,387,373.48 78.1 9.494 55,571,198.00
441 Grand Total 53,182,035.00 446,495.79 53,157,223.06 78.1 9.483 69,901,625.00
</TABLE>
<PAGE>
EXHIBIT I
REQUEST FOR RELEASE OF DOCUMENTS
_____________, 19__
To: [Trustee]
[Custodian]
Re: Pooling and Servicing Agreement, dated as of June 1, 1996,
among Superior Bank FSB, as Depositor, Lee Servicing Company, a
division of Superior Bank FSB, as Servicer, and LaSalle National
Bank, as Trustee relating to AFC Mortgage Loan Asset Backed
Certificates, Series 1996-2
----------------------------------------------------------------
In connection with the administration of the pool of Mortgage Loans held by
you as Trustee or by the Custodian as your agent for the benefit of
Certificateholders, we request the release, and acknowledge receipt, of the
(Trustee's Mortgage File/[specify document]) for the Mortgage Loan described
below, for the reason indicated.
Mortgagor's Name, Address & Zip Code:
Mortgage Loan Number:
Reason for Requesting Documents (check one)
___ 1. Mortgage Loan Paid in Full
(Servicer hereby certifies that all amounts received
in connection therewith have been credited to the
Principal and Interest Account with respect to each
Sub-Pool and remitted to the Trustee for deposit into
the related Certificate Account pursuant to the
Pooling and Servicing Agreement.)
___ 2. Mortgage Loan Liquidated
(Servicer hereby certifies that all proceeds of
foreclosure, insurance or other liquidation have been
finally received and credited to the Principal and
Interest Account and remitted to the Trustee for
deposit into the related Certificate Account pursuant
to the Pooling and Servicing Agreement.)
___ 3. Mortgage Loan in Foreclosure
<PAGE>
___ 4. Mortgage Loan repurchased pursuant to Section 11.01 of the Pooling and
Servicing Agreement.
___ 5. Mortgage Loan repurchased or substituted pursuant to Article II or III
of the Pooling and Servicing Agreement (Servicer hereby certifies that
the repurchase price or Substitution Adjustment has been credited to
the related Principal and Interest Account and remitted to the Trustee
for deposit into the Certificate Account pursuant to the Pooling and
Servicing Agreement.)
___ 6. Other (explain) _________________________________
_________________________________________________
If box l or 2 above is checked, and if all or part of the Trustee's
Mortgage File was previously released to us, please release to us our previous
receipt on file with you, as well as any additional documents in your possession
relating to the above specified Mortgage Loan.
If box 3, 4, 5 or 6 above is checked, upon our return of all of the above
documents to you as Trustee, please acknowledge your receipt by signing in the
space indicated below, and returning this form.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement.
_______________________________
By:____________________________
Name:__________________________
Title:_________________________
Documents returned to Trustee or Custodian:
- -------------------------------------------
[Trustee][Custodian]
By:_________________________
Date:_______________________
-2-
<PAGE>
EXHIBIT J
TRANSFER AFFIDAVIT
STATE OF )
) ss.:
COUNTY OF )
The undersigned, being first duly sworn, deposes and says as follows:
1. The undersigned is an officer of ________, the proposed transferee (the
"Transferee") of a Percentage Interest in a Class R Certificate (the
"Certificate") issued pursuant to the Pooling and Servicing Agreement, dated as
of June 1, 1996 (the "Agreement"), among Superior Bank FSB, as depositor (the
"Depositor"), Lee Servicing Company, a division of Superior Bank FSB, as
servicer (the "Servicer"), and LaSalle National Bank, as trustee (the
"Trustee"). Capitalized terms used, but not defined herein shall have the
meanings ascribed to such terms in the Agreement. The Transferee has authorized
the undersigned to make this affidavit on behalf of the Transferee.
2. The Transferee is, as of the date hereof, and will be, as of the date of
the transfer, a Permitted Transferee. The Transferee is acquiring its Percentage
Interest in the Certificate either (i) for its own account or (ii) as nominee,
trustee or agent for another Person and has attached hereto an affidavit from
such Person in substantially the same form as this affidavit. The Transferee has
no knowledge that any such affidavit is false.
3. The Transferee has been advised of, and understands that (i) a tax will
be imposed on transfers of the Certificate to Persons that are not Permitted
Transferees; (ii) such tax will be imposed on the transferror, or, if such
transfer is through an agent (which includes a broker, nominee or middleman) for
a Person that is not a Permitted Transferee, on the agent; and (iii) the Person
otherwise liable for the tax shall be relieved of liability for the tax if the
subsequent Transferee furnished to such Person an affidavit that such subsequent
Transferee is a Permitted Transferee and, at the time of transfer, such Person
does not have actual knowledge that the affidavit is false.
4. The Transferee has been advised of, and understands that, a tax will be
imposed on a "pass-through entity" holding the Certificate if at any time during
the taxable year of the pass through entity a Person that is not a Permitted
Transferee is the record holder of an interest in such entity. The Transferee
understands that such tax will not be imposed for any period with respect to
which the record holder furnishes to the pass-through entity an affidavit that
such record holder is a Permitted Transferee and the pass-through entity does
not have actual knowledge that such affidavit is false. (For this purpose, a
"pass-through entity" includes a regulated investment company, a real estate
investment trust or common trust fund, a partnership trust or estate, and
certain cooperatives and, except as may be provided in Treasury Regulations,
persons holding interests in pass-through entities as a nominee for another
Person.)
<PAGE>
5. The Transferee has reviewed the provisions of Section 4.02 of the
Agreement (incorporated herein by reference) and understands the legal
consequences of the acquisition of a Percentage Interest in the Certificate
including, without limitation, the restrictions on subsequent transfers and the
provisions regarding voiding the transfer and mandatory sales. The Transferee
expressly agrees to be bound by and to abide by the provisions of Section 4.02
of the Agreement and the restrictions noted on the face of the Certificate. The
Transferee understands and agrees that any breach of any of the representations
included herein shall render the transfer to the Transferee contemplated hereby
null and void.
6. The Transferee agrees to require a Transfer Affidavit from any Person to
whom the Transferee attempts to transfer its Percentage Interest in the
Certificate, and in connection with any transfer by a Person for whom the
Transferee is acting as nominee, trustee or agent, and the Transferee will not
transfer its Percentage Interest or cause any Percentage Interest to be
transferred to any Person that the Transferee knows is not a Permitted
Transferee or if any purpose of such proposed transfer is to impede the
assessment or collection of tax. In connection with any such transfer by the
Transferee, the Transferee agrees to deliver to the Trustee a certificate (a
"Transfer Certificate") to the effect that such Transferee has no actual
knowledge that the Person to which the transfer is to be made is not a Permitted
Transferee.
7. The Transferee's taxpayer identification number is ______________.
8. No purpose of the Transferee relating to its purchase of a Percentage
Interest in the Certificate by the Transferee is or will be to impede the
assessment or collection of any tax.
9. The Transferee has no present knowledge or expectation that it will be
unable to pay any United States taxes owed by it so long as the Certificate
remains outstanding.
10. The Transferee has no present knowledge or expectation that it will
become insolvent or subject to a bankruptcy proceeding for so long as the
Certificate remains outstanding.
11. That the Transferee has no present knowledge or expectation that it
will become insolvent or subject to a bankruptcy proceeding for so long as any
of the Certificates remain outstanding. In this regard, the Transferee hereby
represents to and for the benefit of the person from whom it acquired the Class
R Certificates that the Transferee intends to pay taxes associated with holding
such Class R Certificates as they become due, fully understanding that it may
incur tax liabilities in excess of any cash flows generated by the Class R
Certificates.
12. No purpose of the Transferee relating to any sale of any Percentage
Interest in the Certificate by the Transferee will be to impede the assessment
or collection of tax.
13. The Transferee is not a Non-United States Person.
-2-
<PAGE>
IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
duly authorized officer and its corporate seal to be hereunto affixed, duly
attested, this__ day of____, 19__.
[NAME OF TRANSFEREE]
By:____________________________
Name:__________________________
Title:_________________________
[Corporate Seal]
ATTEST:
___________________________
[Officer of Transferee]
-3-
<PAGE>
STATE OF )
) ss.:
COUNTY OF )
Personally appeared before me the above-named _______________, known or
proved to me to be the same person who executed the foregoing instrument and to
be the __________ of the Transferee, and acknowledged that he executed the same
as his free act and deed and the free act and deed of the Transferee.
Subscribed and sworn before me this ____ day of _____________, 19__.
______________________________
NOTARY PUBLIC
My Commission expires the ___ day of ________, 19__
<PAGE>
EXHIBIT J-1
FORM OF TRANSFER CERTIFICATE
_______ , 19 __
[Trustee]
Attention: Corporate Trust
Re: AFC Mortgage Loan Asset Backed Certificates,
Series 1996-2
____________________________________________
Dear Sirs:
This letter is delivered to you in connection with the transfer by _____
(the "Transferor") to __________ (the "Transferee") of __ % Percentage Interest
in the AFC Mortgage Loan Asset Backed Certificates, Series 1996-2, Class R (the
"Certificate"), pursuant to Section 4.02 of the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of June 1, 1996, among
Superior Bank FSB, as depositor, Lee Servicing Company, a division of Superior
Bank FSB, as servicer, and LaSalle National Bank, as trustee. All terms used
herein and not otherwise defined shall have the meanings set forth in the
Pooling and Servicing Agreement. The Transferor hereby certifies, represents and
warrants to, and covenants with, the Trustee that:
1. No purpose of the Transferor relating to the transfer of the Certificate
by the Transferor to the Transferee is or will be to impede the assessment or
collection of any tax.
2. The Transferor understands that the Transferee has delivered to the
Trustee a Transfer Affidavit in the form attached to the Pooling and Servicing
Agreement as Exhibit J. The Transferor does not know or believe that any
representation contained therein is false.
3. The Transferor has at the time of the transfer conducted a reasonable
investigation of the financial condition of the Transferee as contemplated by
Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result of that
investigation, the Transferor has determined that the Transferee has
historically paid its debts as they become due and has found no significant
evidence to indicate that the Transferee will not continue to pay its debts as
they become due in the future. The Transferor understands that the transfer of
the Certificates may not be respected for United States income tax purposes (and
the Transferor may continue to be liable for United States income taxes
associated therewith) unless the Transferor has conducted such an investigation.
<PAGE>
4. The Transferor has no actual knowledge that the proposed Transferee is
not a Permitted Transferee or a Non-United States Person.
Very truly yours,
_____________________________
(Transferor)
By: ________________________
Name: ______________________
Title:______________________
-2-
<PAGE>
EXHIBIT K
FORM OF NOTICE
TO:
RE:
Policy Number:
Determination Date:
Remittance Date:
We refer to that certain Pooling and Servicing Agreement among Superior Bank
FSB, as depositor, Lee Servicing Company, a division of Superior Bank FSB, as
servicer, and LaSalle National Bank, as trustee, relating to AFC Mortgage Loan
Asset Backed Certificates, Series 1996-2 (the "Agreement") and dated as of June
1, 1996; all capitalized terms not otherwise defined herein shall have the same
respective meanings as set forth in the Agreement.
As of the Determination Date and based upon the Servicer's Certificate for such
Determination Date, the Trustee has determined under the Agreement that in
respect of the Remittance Date:
(i) The Class A Interest Remittance Amount with respect to all related
Classes of Class A Certificates with respect to Sub-Pool [1][2] due
and owing is $_____________;
(ii) The Class A Principal Remittance Amount with respect to Sub-Pool
[1][2], exclusive of the amount set forth in clause B (vi) of the
definition thereof if not paid by the Depositor, due and owing is
$___________;
(iii) The Available Remittance Amount (minus the amount withdrawable from
the Sub-Pool [1][2] Certificate Account to pay the Certificate
Insurer pursuant to Section 6.02(i) of the Agreement and as reduced
by any portion thereof that has been deposited in the Sub-Pool [1][2]
Certificate Account but may not be withdrawn therefrom pursuant to an
order of a United States bankruptcy court of competent jurisdiction
imposing a stay pursuant to Section 362 of the United States
Bankruptcy Code) is $_____________;
(iv) The lesser of (1) the sum of the (a) Excess Spread to be deposited
into the Sub-Pool [1][2] Certificate Account pursuant to Section
5.04(i) of the Agreement, (b) the Net Excess Spread from the other
Sub-Pool and (c) the Excess Principal from the other Sub-Pool and (2)
the Subordinated Amount, is $_____________;
<PAGE>
(v) The aggregate amount of unreimbursed Insured Payments, together with
the aggregate portion of the items described in clauses (i) and (iii)
above that represents interest accrued in respect of Insured Payments
in accordance with the definition of Class A Carry-Forward Amount in
the Agreement, is $______________;
(vi) The additional portion of the Amount Available constituting Excess
Spread available to pay the Class A Interest Remittance Amount with
respect to all related Classes of Class A Certificates pursuant to
Sections 6.06(c)(A)(Y)(i) through (vi) with respect to Sub-Pool 1 and
Section 6.06(c)(B)(Y)(i) with respect to Sub-Pool 2.
(vii) The aggregate amount to be deposited from the Sub-Pool [1][2] Reserve
Account into the Sub-Pool [1][2] Certificate Account pursuant to
Section 6.14(c) of the Agreement is $______________.
Please be advised that the amounts described in clauses (i) and (ii) above
collectively exceed the amounts described in clauses [,prior to the Cross-Over
Date, (iii), (iv) and,] (v) [on or after the Cross-Over Date, clauses (iii), (v)
and (vi) (in the case of Sub-Pool 1),] and (vii) above by $_______________.
[Attached hereto is a copy of the court order in connection with a voidable
preference in the amount set forth therein, together with an assignment of
rights and appointment of agent.]
Accordingly, pursuant to Section 6.06 of the Agreement, this statement
constitutes a claim for an Insured Payment in the amount of $_____________ under
the Certificate Insurance Policy.
Any person who knowingly and with intent to defraud any insurance company or
other person files an application for insurance or statement of claim containing
any materially false information, or conceals for the purpose of misleading,
information concerning any fact material thereto, commits a fraudulent insurance
act, which is a crime, and shall also be subject to a civil penalty not to
exceed Five Thousand Dollars ($5,000.00) and the stated value of the claim for
each such violation.
LASALLE NATIONAL BANK, as Trustee
By: _______________________
Name: _____________________
Title:_____________________
Telephone__________________
-2-
<PAGE>
EXHIBIT L
CUSTODIAL AGREEMENT
Dated _________ , 199_
______________________________, a ____________________, as Trustee (the
"Trustee") and ___________________________, a ______________________________
("_________________"), agree as follows:
WHEREAS, concurrently herewith, the Trustee, Superior Bank FSB (the
"Depositor") and Lee Servicing Company, a division of Superior Bank FSB, (the
"Servicer) are entering into a Pooling and Servicing Agreement, dated as of June
1, 1996, relating to AFC Mortgage Loan Asset Backed Certificates, Series 1996-2
(the "Pooling Agreement", the terms defined therein being used herein with the
same meaning) pursuant to which the Depositor shall transfer, assign, set-over
and otherwise convey to the Trustee, without recourse, all of the Depositor's
right, title and interest in and to the mortgage loans consisting of Sub-Pool 1
and Sub-Pool 2 identified in Exhibits H-1 and H-2 to the Pooling Agreement (the
"Mortgage Loans"), other than as to the Depositor's Yield; and
WHEREAS, in connection with such transfer and assignment and pursuant to
the Pooling Agreement, the Trustee shall hold, directly or pursuant to a
custodial agreement, the Trustee's Mortgage Files;
WITNESSETH THAT, in consideration of the premises and of the mutual
agreements herein contained, _________________ and the Trustee agree as follows:
1. Appointment as Custodian; Acknowledgment of Receipt. Subject to the
terms and conditions herein, the Trustee hereby appoints ________________, and
______________ hereby accepts such appointment, as its Custodian to maintain
custody of the Trustee's Mortgage Files. __________________ hereby acknowledges
receipt of the Mortgage Notes, the Mortgages, the assignments and other
documents relating to the Mortgage Loans referred to in Section 2.04, except for
the items referred to in Section 2.04(f), of the Pooling Agreement. The Trustee
shall be liable for all of _______________________ fees under this Agreement.
2. Maintenance of Office. __________________ agrees to maintain each
Trustee's Mortgage File identified in Section 2.04 of the Pooling Agreement,
which is incorporated herein by reference, at the office of ___________________
located at _______________________________________________ or at such other
office of _________________ in ____________________ as ________________ shall
designate from time to time after giving the Trustee 30 days' prior written
notice.
-1-
<PAGE>
3. Duties of Custodian. As Custodian, _____________ shall have and perform
the following powers and duties:
(a) Safekeeping. To segregate the Trustee's Mortgage Files from all
other mortgages and mortgage notes and similar, records in its possession,
to identify the Trustee's Mortgage Files as being held and to hold the
Trustee's Mortgage Files for and on behalf of the Trustee for the benefit
of all present and future Certificateholders, to maintain accurate records
pertaining to each Mortgage Note and Mortgage in the Trustee's Mortgage
Files as will enable the Trustee to comply with the terms and conditions of
the Pooling Agreement, to maintain at all times a current inventory thereof
and to conduct periodic physical inspections of the Trustee's Mortgage
Files held by it under this Agreement in such a manner as shall enable the
Trustee and _________________ to verify the accuracy of such
record-keeping, inventory and physical possession. _________________ will
promptly report to the Trustee any failure on its part to hold the
Trustee's Mortgage Files as herein provided and promptly take appropriate
action to remedy any such failure.
(b) Release of Documents. To release any Mortgage Note and Mortgage in
the Trustee's Mortgage Files as provided in the Pooling Agreement.
(c) Administration; Reports. In general, to attend to all
non-discretionary details in connection with maintaining custody of the
Trustee's Mortgage Files on behalf of the Trustee. In addition,
________________ shall assist the Trustee generally in the preparation of
reports to Certificateholders or to regulatory bodies to the extent
necessitated by ________________ custody of the Trustee's Mortgage Files.
4. Access to Records. __________________ shall permit the Trustee or its
duly authorized depositors, attorneys or auditors and those persons permitted
access pursuant to Section 5.13 of the Pooling Agreement to inspect the
Trustee's Mortgage Files and the books and records maintained by
__________________ pursuant hereto at such times as they may reasonably request,
subject only to compliance with the terms of the Pooling Agreement.
5. Instructions; Authority to Act. ______________ shall be deemed to have
received proper instructions with respect to the Trustee's Mortgage Files upon
its receipt of written instructions signed by a Responsible Officer of the
Trustee. A certified copy of a resolution of the Board of Directors of the
Trustee may be accepted by _______________ as conclusive evidence of the
authority of any such officer to act and may be considered as in full force and
effect until receipt of written notice to the contrary by ______________ from
the Trustee. Such instructions may be general or specific in terms.
6. Indemnification by . _________________ agrees to indemnify the Trustee
for any and all liabilities, obligations, losses, damages, payments, costs or
expenses,
-2-
<PAGE>
including attorneys fees, of any kind whatsoever which may be imposed on,
incurred by or asserted against the Trustee as the result of any act or omission
in any way relating to the maintenance and custody by ___________________ of the
Trustee's Mortgage Files; provided, however, that ___________________ shall not
be liable for any portion of any such amount resulting from the gross negligence
or wilful misconduct of the Trustee.
7. Advice of Counsel. __________________ and the Trustee further agree that
____________________ shall be entitled to rely and act upon the advice of
counsel with respect to its performance hereunder as Custodian and shall be
without liability for any action reasonably taken pursuant to such advice,
provided that such action is not in violation of applicable Federal or State
law. This paragraph shall not negate _______________ obligations under paragraph
6 above.
8. Effective Period, Termination and Amendment, and Interpretive and
Additional Provisions. This Agreement shall become effective as of the date
hereof and shall continue in full force and effect until terminated as
hereinafter provided, and may be amended at any time by mutual agreement of the
parties hereto. This Agreement may be terminated by either party in a writing
delivered or mailed, postage prepaid, to the other party, such termination to
take effect no sooner than sixty (60) days after the date of such delivery or
mailing. Concurrently with, or as soon as practicable after, the termination of
this Agreement, _________________ shall redeliver the Trustee's Mortgage Files
to the Trustee at such place as the Trustee may reasonably designate. In
connection with the administration of this Agreement, ________________ and the
Trustee may agree from time to time upon the interpretation of the provisions of
this Agreement as may in their opinion by consistent with the general tenor and
purposes of this Agreement, any such interpretation to be signed and annexed
hereto.
9. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.
10. Notices. Notices and other writings shall be delivered or mailed,
postage prepaid, to the Trustee at, or to ______________________________________
at, ____________________________________, Attention: ______________________; or
to such other address as the Trustee or ________________ may hereafter specify
in writing. Notices or other writings shall be effective only upon actual
receipt by the parties.
11. Binding Effect. This Agreement shall be binding upon and shall inure to
the benefit of the Trustee and ____________________ and their respective
successors and assigns. Concurrently with the appointment of a successor trustee
as provided in Section 12.08 of the Pooling Agreement, the Trustee and
___________________ shall amend this Agreement to make said successor trustee
the successor to the Trustee hereunder.
12. Counterparts. This Agreement may be executed in one or more
counterparts and by the different parties hereto on separate counterparts, each
of which, when
-3-
<PAGE>
so executed, shall be deemed to be an original; such counterparts, together,
shall constitute one and the same agreement.
-4-
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed in its name and on its behalf by a duly authorized officer as of the
day and year first above written.
LASALLE NATIONAL BANK,
as Trustee under the Pooling
Agreement referred to above
By:__________________________
_____________________________
as Custodian
By: _________________________
-5-
<PAGE>
EXHIBIT M
FORM OF LIQUIDATION REPORT
Customer Name:
Account Number:
Original Principal Balance:
1. Liquidation Proceeds
Principal Prepayment $______
Property Sale Proceeds ______
Insurance Proceeds ______
Other (Itemize) ______
Total Proceeds $______
2. Servicing Advances $______
Monthly Advances ______
Servicing Fees ______
Annual Trustee Expense Amount ______
Total Advances $______
3. Net Liquidation Proceeds $______
(Line 1 minus Line 2)
4. Principal Balance of the Mortgage
Loan on date of liquidation $______
5. Realized Loss, if any $______
(Line 4 minus Line 3)
<PAGE>
<TABLE>
EXHIBIT N
FORM OF DELINQUENCY REPORT
DELINQUENCY AND FORECLOSURE INFORMATION
<CAPTION>
REO FORECLOSURES
-----------------------------------------
OUTSTANDING # # OF # OF OUTSTANDING # OF OUTSTANDING
INVESTOR DOLLARS ACCT RANGES AMOUNT ACCTS. PCT ACCTS. DOLLARS % ACCTS DOLLARS %
- ------------------------------------------------------------------------------------------------------------------------
<S> <C>
REMIC
199_-__ 30 TO 59 DAYS
60 TO 89 DAYS
90 AND OVER
TOTALS
</TABLE>
<PAGE>
Financial Guaranty Insurance Company
115 Broadway
New York, New York 10006
(212) 312-3000
(800) 352-0001
Certificate Insurance Policy
Issuer: AFC Mortgage Loan Policy Number: 96010315
Trust 1996-2 Control Number: 0010001
Insured Obligations: Deposit Premium: $24,375.00
$225,000,000 in principal amount
of AFC Mortgage Loan Asset Backed
Certificates, Series 1996-2, Class A
Trustee: LaSalle National Bank
Financial Guaranty Insurance Company ("Financial Guaranty"), a New York stock
insurance company, in consideration of its receipt of the Deposit Premium and
subject to the terms of this Certificate Insurance Policy (the "Policy"), hereby
unconditionally and irrevocably agrees to pay each Insured Payment to the
Trustee named above or its successor, as trustee for the Certificateholders (the
"Trustee"), for the benefit of the holders of the Class 1A-1, Class 1A-2, Class
1A-3, Class 1A-4, Class 1A-5, Class 1A-6 and Class 2A Certificates
(collectively, the "Class A Certificates"). Financial Guaranty will make such
payment out of its own funds by 2:00 P.M. (New York City Time) in immediately
available funds to the Trustee on the later of (i) the Business Day next
following the day on which Financial Guaranty shall have received Notice that an
Insured Payment is due and (ii) the Remittance Date on which the Insured Payment
is distributable to Class A Certificateholders pursuant to the Pooling and
Servicing Agreement, for disbursement by the Trustee to the Class A
Certificateholders in the same manner as the payment of distributions with
respect to Class A Certificates. Upon such payment, Financial Guaranty shall be
fully subrogated to the rights of the Class A Certificateholders, as
appropriate, to receive the amount so paid as set forth in Section 6.06 of the
Pooling and Servicing Agreement. Financial Guaranty's obligations hereunder
shall be discharged to the extent funds equal to the Class A Remittance Amount
are received on or before any Remittance Date by the Trustee on behalf of the
Class A Certificateholders, for distribution on such Remittance Date as provided
in the Pooling and Servicing Agreement and herein, whether or not such funds are
properly applied by the Trustee.
This Policy is non-cancelable for any reason, including nonpayment of any
premium. The premium on this Policy is not refundable for any reason, including
the payment of the Class A Certificates prior to their maturity.
Form 9043
Page 1 of 3
<PAGE>
Financial Guaranty Insurance Company
115 Broadway
New York, New York 10006
(212) 312-3000
(800) 352-0001
Certificate Insurance Policy
This policy is subject to and shall be governed by the laws of the State of
New York. The proper venue for any action or proceeding on this Policy shall be
the County of New York, State of New York. The insurance provided by this Policy
is not covered by the New York Property/Casualty Insurance Security Fund (New
York Insurance Code, Article 76).
As used herein, the following terms shall have the following meanings:
"Available Remittance Amount", "Business Day", "Certificate Account", "Class A
Principal Remittance Amount", "Class A Interest Remittance Amount", "Class A
Remittance Amount", "Cross-Over Date", "Excess Spread", "Insured Payment",
"Premium Percentage", "Remittance Date" and "Reserve Account" shall have the
respective meanings set forth in the Pooling and Servicing Agreement. "Notice"
means written notice in the form of Exhibit K to the Pooling and Servicing
Agreement by registered or certified mail or telephonic or telegraphic notice,
subsequently confirmed by written notice delivered via telegraph, telex or hand
delivery from the Trustee to Financial Guaranty specifying, for such Remittance
Date, the Class A Interest Remittance Amount, Class A Principal Remittance
Amount, if prior to the Cross-Over Date the lesser of the Subordinated Amount
and the related Excess Spread to be deposited into the related Certificate
Account, the related Available Remittance Amount (exclusive of any portion
thereof that may not be withdrawn from the related Certificate Account pursuant
to a stay imposed by an order of a United States bankruptcy court under Section
362 of the United States Bankruptcy Code and amounts required to be withdrawn
from the related certificate Account to pay the monthly insurance premium to
Financial Guaranty under the Pooling and Servicing Agreement), any amount
transferred from the related Reserve Account to the related Certificate Account,
and the related Insured Payment. "Class A Certificateholder" means, as to a
particular Class A Certificate, the person, other than the Trust Fund, the
Servicer, any Subservicer or the Depositor (as such terms are defined in the
Pooling and Servicing Agreement), who, on the applicable Remittance Date, is
entitled under the terms of such Certificate to payment thereof. "Pooling and
Servicing Agreement" means the Pooling and Servicing Agreement by and among
Superior Bank FSB, as Depositor, Lee Servicing Company, a division of Superior
Bank, FSB, as Servicer, and LaSalle National Bank, as Trustee, dated as of June
1, 1996, authorizing the issuance of the Certificates.
In addition to the Deposit Premium set forth on the face of this Policy, a
monthly premium shall be due and payable on this Policy on the 25th day of each
month following the date hereof commencing July 25, 1996 in an amount equal to
one-twelfth of the product of (i) the Premium Percentage and (ii)
Form 9043
Page 2 of 3
<PAGE>
Financial Guaranty Insurance Company
115 Broadway
New York, New York 10006
(212) 312-3000
(800) 352-0001
Certificate Insurance Policy
the outstanding Class A Principal Balance on the Remittance Date on which
said monthly premium shall be due and payable.
In the event that payments under any Class A Certificate is accelerated,
nothing herein contained shall obligate Financial Guaranty to make any payment
of principal or interest on such Certificates on an accelerated basis, unless
such acceleration of payment by Financial Guaranty is at the sole option of
Financial Guaranty.
In Witness Whereof, Financial Guaranty has caused this Surety Bond to be
affixed with its corporate seal and to be signed by its President in facsimile
to become effective and binding upon Financial Guaranty by virtue of the
countersignature of its duly authorized representative.
/s/ /s/
- ---------------------------------- -----------------------------------
President Authorized Representative
Effective Date: June 19, 1996
Form 9043
Page 3 of 3
<PAGE>
ALLIANCE 1996-2
Principal Prepayment Table
Class 1A
Principal
Balance
143,000,000.00
1 Jul-96 143,000,000.00
2 Aug-96 143,000,000.00
3 Sep-96 143,000,000.00
4 Oct-96 143,000,000.00
5 Nov-96 143,000,000.00
6 Dec-96 143,000,000.00
7 Jan-97 143,000,000.00
8 Feb-97 143,000,000.00
9 Mar-97 143,000,000.00
10 Apr-97 143,000,000.00
11 May-97 143,000,000.00
12 Jun-97 143,000,000.00
13 Jul-97 143,000,000.00
14 Aug-97 143,000,000.00
15 Sep-97 143,000,000.00
16 Oct-97 143,000,000.00
17 Nov-97 143,000,000.00
18 Dec-97 143,000,000.00
19 Jan-98 143,000,000.00
20 Feb-98 143,000,000.00
21 Mar-98 143,000,000.00
22 Apr-98 143,000,000.00
23 May-98 143,000,000.00
24 Jun-98 143,000,000.00
25 Jul-98 143,000,000.00
26 Aug-98 143,000,000.00
27 Sep-98 143,000,000.00
28 Oct-98 143,000,000.00
29 Nov-98 143,000,000.00
30 Dec-98 143,000,000.00
31 Jan-99 143,000,000.00
32 Feb-99 143,000,000.00
33 Mar-99 143,000,000.00
34 Apr-99 143,000,000.00
35 May-99 143,000,000.00
36 Jun-99 143,000,000.00
37 Jul-99 143,000,000.00
38 Aug-99 143,000,000.00
Page 1
<PAGE>
ALLIANCE 1996-2
Principal Prepayment Table
Class 1A
Principal
Balance
39 Sep-99 143,000,000.00
40 Oct-99 143,000,000.00
41 Nov-99 143,000,000.00
42 Dec-99 143,000,000.00
43 Jan-2000 143,000,000.00
44 Feb-2000 143,000,000.00
45 Mar-2000 143,000,000.00
46 Apr-2000 143,000,000.00
47 May-2000 143,000,000.00
48 Jun-2000 143,000,000.00
49 Jul-2000 143,000,000.00
50 Aug-2000 143,000,000.00
51 Sep-2000 143,000,000.00
52 Oct-2000 143,000,000.00
53 Nov-2000 143,000,000.00
54 Dec-2000 143,000,000.00
55 Jan-2001 143,000,000.00
56 Feb-2001 143,000,000.00
57 Mar-2001 143,000,000.00
58 Apr-2001 143,000,000.00
59 May-2001 143,000,000.00
60 Jun-2001 143,000,000.00
61 Jul-2001 141,123,860.36
62 Aug-2001 141,037,459.77
63 Sep-2001 140,950,256.57
64 Oct-2001 140,862,243.30
65 Nov-2001 140,773,412.44
66 Dec-2001 140,683,756.39
67 Jan-2002 140,593,267.50
68 Feb-2002 140,501,938.01
69 Mar-2002 140,409,760.12
70 Apr-2002 140,316,725.95
71 May-2002 140,222,827.55
72 Jun-2002 140,128,056.88
73 Jul-2002 140,032,405.85
74 Aug-2002 139,935,866.26
75 Sep-2002 139,838,429.88
76 Oct-2002 139,740,088.37
77 Nov-2002 139,640,833.31
78 Dec-2002 139,540,656.22
79 Jan-2003 139,439,548.54
80 Feb-2003 139,337,501.62
Page 2
<PAGE>
ALLIANCE 1996-2
Principal Prepayment Table
Class 1A
Principal
Balance
81 Mar-2003 139,234,506.74
82 Apr-2003 139,130,555.08
83 May-2003 139,025,637.76
84 Jun-2003 138,919,745.81
85 Jul-2003 138,812,870.18
86 Aug-2003 138,705,001.72
87 Sep-2003 138,596,131.21
88 Oct-2003 138,486,249.34
89 Nov-2003 138,375,346.72
90 Dec-2003 138,263,413.87
91 Jan-2004 138,150,441.20
92 Feb-2004 138,036,419.07
93 Mar-2004 137,921,337.72
94 Apr-2004 137,805,187.32
95 May-2004 137,687,957.92
96 Jun-2004 137,569,639.51
97 Jul-2004 137,450,221.97
98 Aug-2004 137,329,695.09
99 Sep-2004 137,208,048.56
100 Oct-2004 137,085,271.98
101 Nov-2004 136,961,354.85
102 Dec-2004 136,836,286.57
103 Jan-2005 136,710,056.46
104 Feb-2005 136,582,653.72
105 Mar-2005 136,454,067.44
106 Apr-2005 136,324,286.65
107 May-2005 136,193,300.23
108 Jun-2005 136,061,097.00
109 Jul-2005 135,927,665.64
110 Aug-2005 135,792,994.75
111 Sep-2005 135,657,072.80
112 Oct-2005 135,519,888.18
113 Nov-2005 135,381,429.16
114 Dec-2005 135,241,683.89
115 Jan-2006 135,100,640.44
116 Feb-2006 134,958,286.72
117 Mar-2006 134,814,610.58
118 Apr-2006 134,669,599.73
119 May-2006 134,523,241.77
120 Jun-2006 134,375,524.18
121 Jul-2006 134,226,434.33
122 Aug-2006 134,075,959.47
Page 3
<PAGE>
ALLIANCE 1996-2
Principal Prepayment Table
Class 1A
Principal
Balance
123 Sep-2006 133,924,086.73
124 Oct-2006 133,770,803.14
125 Nov-2006 133,616,095.57
126 Dec-2006 133,459,950.81
127 Jan-2007 133,302,355.49
128 Feb-2007 133,143,296.15
129 Mar-2007 132,982,759.17
130 Apr-2007 132,820,730.84
131 May-2007 132,657,197.30
132 Jun-2007 132,492,144.56
133 Jul-2007 132,325,558.52
134 Aug-2007 132,157,424.91
135 Sep-2007 131,987,729.37
136 Oct-2007 131,816,457.39
137 Nov-2007 131,643,594.32
138 Dec-2007 131,469,125.38
139 Jan-2008 131,293,035.64
140 Feb-2008 131,115,310.06
141 Mar-2008 130,935,933.42
142 Apr-2008 130,754,890.40
143 May-2008 130,572,165.52
144 Jun-2008 130,387,743.14
145 Jul-2008 130,201,607.49
146 Aug-2008 130,013,742.66
147 Sep-2008 129,824,132.59
148 Oct-2008 129,632,761.05
149 Nov-2008 129,439,611.69
150 Dec-2008 129,244,667.99
151 Jan-2009 129,047,913.27
152 Feb-2009 128,849,330.71
153 Mar-2009 128,648,903.34
154 Apr-2009 128,446,614.00
155 May-2009 128,242,445.40
156 Jun-2009 128,036,380.09
157 Jul-2009 127,828,400.44
158 Aug-2009 127,618,488.66
159 Sep-2009 127,406,626.80
160 Oct-2009 127,192,796.75
161 Nov-2009 126,976,980.22
162 Dec-2009 126,759,158.76
163 Jan-2010 126,539,313.73
164 Feb-2010 126,317,426.34
Page 4
<PAGE>
ALLIANCE 1996-2
Principal Prepayment Table
Class 1A
Principal
Balance
165 Mar-2010 126,093,477.62
166 Apr-2010 125,867,448.40
167 May-2010 125,639,319.37
168 Jun-2010 125,409,071.01
169 Jul-2010 125,176,683.64
170 Aug-2010 124,942,137.37
171 Sep-2010 124,705,412.16
172 Oct-2010 124,466,487.76
173 Nov-2010 124,225,343.73
174 Dec-2010 123,981,959.46
175 Jan-2011 123,736,314.13
176 Feb-2011 123,488,386.73
177 Mar-2011 123,238,156.07
178 Apr-2011 122,985,600.74
179 May-2011 70,395,906.82
180 Jun-2011 70,249,484.91
181 Jul-2011 70,101,692.74
182 Aug-2011 69,952,517.48
183 Sep-2011 69,801,946.19
184 Oct-2011 69,649,965.80
185 Nov-2011 69,496,563.13
186 Dec-2011 69,341,724.87
187 Jan-2012 69,185,437.58
188 Feb-2012 69,027,687.70
189 Mar-2012 68,868,461.54
190 Apr-2012 68,707,745.29
191 May-2012 68,545,525.01
192 Jun-2012 68,381,786.61
193 Jul-2012 68,216,515.90
194 Aug-2012 68,049,698.52
195 Sep-2012 67,881,320.02
196 Oct-2012 67,711,365.77
197 Nov-2012 67,539,821.03
198 Dec-2012 67,366,670.93
199 Jan-2013 67,191,900.42
200 Feb-2013 67,015,494.35
201 Mar-2013 66,837,437.42
202 Apr-2013 66,657,714.17
203 May-2013 66,476,309.01
204 Jun-2013 66,293,206.20
205 Jul-2013 66,108,389.86
206 Aug-2013 65,921,843.94
Page 5
<PAGE>
ALLIANCE 1996-2
Principal Prepayment Table
Class 1A
Principal
Balance
207 Sep-2013 65,733,552.26
208 Oct-2013 65,543,498.49
209 Nov-2013 65,351,666.13
210 Dec-2013 65,158,038.53
211 Jan-2014 64,962,598.91
212 Feb-2014 64,765,330.30
213 Mar-2014 64,566,215.58
214 Apr-2014 64,365,237.48
215 May-2014 64,162,378.56
216 Jun-2014 63,957,621.22
217 Jul-2014 63,750,947.69
218 Aug-2014 63,542,340.04
219 Sep-2014 63,331,780.17
220 Oct-2014 63,119,249.81
221 Nov-2014 62,904,730.53
222 Dec-2014 62,688,203.70
223 Jan-2015 62,469,650.53
224 Feb-2015 62,249,052.08
225 Mar-2015 62,026,389.19
226 Apr-2015 61,801,642.55
227 May-2015 61,574,792.65
228 Jun-2015 61,345,819.82
229 Jul-2015 61,114,704.18
230 Aug-2015 60,881,425.69
231 Sep-2015 60,645,964.10
232 Oct-2015 60,408,298.98
233 Nov-2015 60,168,409.71
234 Dec-2015 59,926,275.47
235 Jan-2016 59,681,875.27
236 Feb-2016 59,435,187.88
237 Mar-2016 59,186,191.92
238 Apr-2016 58,934,865.76
239 May-2016 58,681,187.61
240 Jun-2016 58,425,135.46
241 Jul-2016 58,166,687.08
242 Aug-2016 57,905,820.06
243 Sep-2016 57,642,511.76
244 Oct-2016 57,376,739.33
245 Nov-2016 57,108,479.72
246 Dec-2016 56,837,709.64
247 Jan-2017 56,564,405.61
248 Feb-2017 56,288,543.90
Page 6
<PAGE>
ALLIANCE 1996-2
Principal Prepayment Table
Class 1A
Principal
Balance
249 Mar-2017 56,010,100.59
250 Apr-2017 55,729,051.51
251 May-2017 55,445,372.29
252 Jun-2017 55,159,038.30
253 Jul-2017 54,870,024.69
254 Aug-2017 54,578,306.41
255 Sep-2017 54,283,858.12
256 Oct-2017 53,986,654.30
257 Nov-2017 53,686,669.14
258 Dec-2017 53,383,876.61
259 Jan-2018 53,078,250.46
260 Feb-2018 52,769,764.15
261 Mar-2018 52,458,390.93
262 Apr-2018 52,144,103.77
263 May-2018 51,826,875.40
264 Jun-2018 51,506,678.31
265 Jul-2018 51,183,484.71
266 Aug-2018 50,857,266.55
267 Sep-2018 50,527,995.54
268 Oct-2018 50,195,643.10
269 Nov-2018 49,860,180.39
270 Dec-2018 49,521,578.31
271 Jan-2019 49,179,807.48
272 Feb-2019 48,834,838.24
273 Mar-2019 48,486,640.67
274 Apr-2019 48,135,184.55
275 May-2019 47,780,439.38
276 Jun-2019 47,422,374.39
277 Jul-2019 47,060,958.51
278 Aug-2019 46,696,160.38
279 Sep-2019 46,327,948.35
280 Oct-2019 45,956,290.47
281 Nov-2019 45,581,154.48
282 Dec-2019 45,202,507.85
283 Jan-2020 44,820,317.72
284 Feb-2020 44,434,550.93
285 Mar-2020 44,045,174.00
286 Apr-2020 43,652,153.15
287 May-2020 43,255,454.28
288 Jun-2020 42,855,042.98
289 Jul-2020 42,450,884.49
290 Aug-2020 42,042,943.75
Page 7
<PAGE>
ALLIANCE 1996-2
Principal Prepayment Table
Class 1A
Principal
Balance
291 Sep-2020 41,631,185.36
292 Oct-2020 41,215,573.60
293 Nov-2020 40,796,072.41
294 Dec-2020 40,372,645.39
295 Jan-2021 39,945,255.79
296 Feb-2021 39,513,866.54
297 Mar-2021 39,078,440.21
298 Apr-2021 38,638,939.01
299 May-2021 38,195,324.82
300 Jun-2021 37,747,559.13
301 Jul-2021 37,295,603.10
302 Aug-2021 36,839,417.52
303 Sep-2021 36,378,962.80
304 Oct-2021 35,914,199.00
305 Nov-2021 35,445,085.78
306 Dec-2021 34,971,582.44
307 Jan-2022 34,493,647.89
308 Feb-2022 34,011,240.68
309 Mar-2022 33,524,318.94
310 Apr-2022 33,032,840.43
311 May-2022 32,536,762.49
312 Jun-2022 32,036,042.09
313 Jul-2022 31,530,635.78
314 Aug-2022 31,020,499.72
315 Sep-2022 30,505,589.63
316 Oct-2022 29,985,860.83
317 Nov-2022 29,461,268.25
318 Dec-2022 28,931,766.35
319 Jan-2023 28,397,309.19
320 Feb-2023 27,857,850.41
321 Mar-2023 27,313,343.20
322 Apr-2023 26,763,740.30
323 May-2023 26,208,994.03
324 Jun-2023 25,649,056.27
325 Jul-2023 25,083,878.42
326 Aug-2023 24,513,411.45
327 Sep-2023 23,937,605.86
328 Oct-2023 23,356,411.68
329 Nov-2023 22,769,778.50
330 Dec-2023 22,177,655.41
331 Jan-2024 21,579,991.04
332 Feb-2024 20,976,733.52
Page 8
<PAGE>
ALLIANCE 1996-2
Principal Prepayment Table
Class 1A
Principal
Balance
333 Mar-2024 20,367,830.51
334 Apr-2024 19,753,229.19
335 May-2024 19,132,876.23
336 Jun-2024 18,506,717.80
337 Jul-2024 17,874,699.56
338 Aug-2024 17,236,766.69
339 Sep-2024 16,592,863.83
340 Oct-2024 15,942,935.12
341 Nov-2024 15,286,924.15
342 Dec-2024 14,624,774.01
343 Jan-2025 13,956,427.26
344 Feb-2025 13,281,825.89
345 Mar-2025 12,600,911.37
346 Apr-2025 11,913,624.64
347 May-2025 11,219,906.04
348 Jun-2025 10,519,695.39
349 Jul-2025 9,812,931.94
350 Aug-2025 9,099,554.36
351 Sep-2025 8,379,500.76
352 Oct-2025 7,652,708.65
353 Nov-2025 6,919,114.98
354 Dec-2025 6,178,656.10
355 Jan-2026 5,431,267.75
356 Feb-2026 4,676,885.10
357 Mar-2026 3,915,442.68
358 Apr-2026 3,146,874.43
359 May-2026 2,371,113.67
360 Jun-2026 1,588,093.07
361 Jul-2026 797,744.71
362 Aug-2026 (0.00)
Page 9
<PAGE>
ALLIANCE 1996-2
Principal Prepayment Table
Class 2A
Principal
Balance
82,000,000.00
1 Jul-96 82,000,000.00
2 Aug-96 82,000,000.00
3 Sep-96 82,000,000.00
4 Oct-96 82,000,000.00
5 Nov-96 82,000,000.00
6 Dec-96 82,000,000.00
7 Jan-97 82,000,000.00
8 Feb-97 82,000,000.00
9 Mar-97 82,000,000.00
10 Apr-97 82,000,000.00
11 May-97 82,000,000.00
12 Jun-97 82,000,000.00
13 Jul-97 82,000,000.00
14 Aug-97 82,000,000.00
15 Sep-97 82,000,000.00
16 Oct-97 82,000,000.00
17 Nov-97 82,000,000.00
18 Dec-97 82,000,000.00
19 Jan-98 82,000,000.00
20 Feb-98 82,000,000.00
21 Mar-98 82,000,000.00
22 Apr-98 82,000,000.00
23 May-98 82,000,000.00
24 Jun-98 82,000,000.00
25 Jul-98 82,000,000.00
26 Aug-98 82,000,000.00
27 Sep-98 82,000,000.00
28 Oct-98 82,000,000.00
29 Nov-98 82,000,000.00
30 Dec-98 82,000,000.00
31 Jan-99 82,000,000.00
32 Feb-99 82,000,000.00
33 Mar-99 82,000,000.00
34 Apr-99 82,000,000.00
35 May-99 82,000,000.00
36 Jun-99 82,000,000.00
37 Jul-99 82,000,000.00
38 Aug-99 82,000,000.00
Page 1
<PAGE>
ALLIANCE 1996-2
Principal Prepayment Table
Class 2A
Principal
Balance
39 Sep-99 82,000,000.00
40 Oct-99 82,000,000.00
41 Nov-99 82,000,000.00
42 Dec-99 82,000,000.00
43 Jan-2000 82,000,000.00
44 Feb-2000 82,000,000.00
45 Mar-2000 82,000,000.00
46 Apr-2000 82,000,000.00
47 May-2000 82,000,000.00
48 Jun-2000 82,000,000.00
49 Jul-2000 82,000,000.00
50 Aug-2000 82,000,000.00
51 Sep-2000 82,000,000.00
52 Oct-2000 82,000,000.00
53 Nov-2000 82,000,000.00
54 Dec-2000 82,000,000.00
55 Jan-2001 82,000,000.00
56 Feb-2001 82,000,000.00
57 Mar-2001 82,000,000.00
58 Apr-2001 82,000,000.00
59 May-2001 82,000,000.00
60 Jun-2001 82,000,000.00
61 Jul-2001 79,770,172.91
62 Aug-2001 79,722,031.06
63 Sep-2001 79,673,438.67
64 Oct-2001 79,624,391.54
65 Nov-2001 79,574,885.41
66 Dec-2001 79,524,915.98
67 Jan-2002 79,474,478.93
68 Feb-2002 79,423,569.87
69 Mar-2002 79,372,184.38
70 Apr-2002 79,320,318.01
71 May-2002 79,267,966.26
72 Jun-2002 79,215,124.59
73 Jul-2002 79,161,788.40
74 Aug-2002 79,107,953.08
75 Sep-2002 79,053,613.94
76 Oct-2002 78,998,766.29
77 Nov-2002 78,943,405.35
78 Dec-2002 78,887,526.32
79 Jan-2003 78,831,124.36
80 Feb-2003 78,774,194.57
Page 2
<PAGE>
ALLIANCE 1996-2
Principal Prepayment Table
Class 2A
Principal
Balance
81 Mar-2003 78,716,732.02
82 Apr-2003 78,658,731.71
83 May-2003 78,600,188.61
84 Jun-2003 78,541,097.65
85 Jul-2003 78,481,453.69
86 Aug-2003 78,421,251.57
87 Sep-2003 78,360,486.06
88 Oct-2003 78,299,151.88
89 Nov-2003 78,237,243.71
90 Dec-2003 78,174,756.19
91 Jan-2004 78,111,683.89
92 Feb-2004 78,048,021.34
93 Mar-2004 77,983,763.01
94 Apr-2004 77,918,903.33
95 May-2004 77,853,436.68
96 Jun-2004 77,787,357.36
97 Jul-2004 77,720,659.65
98 Aug-2004 77,653,337.77
99 Sep-2004 77,585,385.86
100 Oct-2004 77,516,798.03
101 Nov-2004 77,447,568.34
102 Dec-2004 77,377,690.77
103 Jan-2005 77,307,159.27
104 Feb-2005 77,235,967.71
105 Mar-2005 77,164,109.91
106 Apr-2005 77,091,579.65
107 May-2005 77,018,370.62
108 Jun-2005 76,944,476.48
109 Jul-2005 76,869,890.81
110 Aug-2005 76,794,607.14
111 Sep-2005 76,718,618.95
112 Oct-2005 76,641,919.63
113 Nov-2005 76,564,502.53
114 Dec-2005 76,486,360.94
115 Jan-2006 76,407,488.08
116 Feb-2006 76,327,877.09
117 Mar-2006 76,247,521.08
118 Apr-2006 76,166,413.07
119 May-2006 76,084,546.03
120 Jun-2006 76,001,912.84
121 Jul-2006 75,918,506.35
122 Aug-2006 75,834,319.31
Page 3
<PAGE>
ALLIANCE 1996-2
Principal Prepayment Table
Class 2A
Principal
Balance
123 Sep-2006 75,749,344.42
124 Oct-2006 75,663,574.31
125 Nov-2006 75,577,001.53
126 Dec-2006 75,489,618.58
127 Jan-2007 75,401,417.87
128 Feb-2007 75,312,391.74
129 Mar-2007 75,222,532.48
130 Apr-2007 75,131,832.29
131 May-2007 75,040,283.29
132 Jun-2007 74,947,877.55
133 Jul-2007 74,854,607.04
134 Aug-2007 74,760,463.68
135 Sep-2007 74,665,439.29
136 Oct-2007 74,569,525.63
137 Nov-2007 74,472,714.38
138 Dec-2007 74,374,997.14
139 Jan-2008 74,276,365.43
140 Feb-2008 74,176,810.69
141 Mar-2008 74,076,324.28
142 Apr-2008 73,974,897.49
143 May-2008 73,872,521.51
144 Jun-2008 73,769,187.46
145 Jul-2008 73,664,886.38
146 Aug-2008 73,559,609.22
147 Sep-2008 73,453,346.83
148 Oct-2008 73,346,090.01
149 Nov-2008 73,237,829.44
150 Dec-2008 73,128,555.74
151 Jan-2009 73,018,259.41
152 Feb-2009 72,906,930.89
153 Mar-2009 72,794,560.53
154 Apr-2009 72,681,138.56
155 May-2009 72,566,655.16
156 Jun-2009 72,451,100.38
157 Jul-2009 72,334,464.20
158 Aug-2009 72,216,736.50
159 Sep-2009 72,097,907.06
160 Oct-2009 71,977,965.58
161 Nov-2009 71,856,901.65
162 Dec-2009 71,734,704.76
163 Jan-2010 71,611,364.31
164 Feb-2010 71,486,869.60
Page 4
<PAGE>
ALLIANCE 1996-2
Principal Prepayment Table
Class 2A
Principal
Balance
165 Mar-2010 71,361,209.83
166 Apr-2010 71,234,374.09
167 May-2010 71,106,351.38
168 Jun-2010 70,977,130.59
169 Jul-2010 70,846,700.51
170 Aug-2010 70,715,049.83
171 Sep-2010 70,582,167.11
172 Oct-2010 70,448,040.83
173 Nov-2010 70,312,659.35
174 Dec-2010 70,176,010.93
175 Jan-2011 70,038,083.70
176 Feb-2011 69,898,865.71
177 Mar-2011 69,758,344.86
178 Apr-2011 69,616,508.98
179 May-2011 69,473,345.75
180 Jun-2011 69,328,842.75
181 Jul-2011 69,182,987.44
182 Aug-2011 69,035,767.17
183 Sep-2011 68,887,169.17
184 Oct-2011 68,737,180.53
185 Nov-2011 68,585,788.25
186 Dec-2011 68,432,979.19
187 Jan-2012 68,278,740.10
188 Feb-2012 68,123,057.58
189 Mar-2012 67,965,918.13
190 Apr-2012 67,807,308.12
191 May-2012 67,647,213.79
192 Jun-2012 67,485,621.24
193 Jul-2012 67,322,516.45
194 Aug-2012 67,157,885.27
195 Sep-2012 66,991,713.42
196 Oct-2012 66,823,986.48
197 Nov-2012 66,654,689.89
198 Dec-2012 66,483,808.97
199 Jan-2013 66,311,328.89
200 Feb-2013 66,137,234.68
201 Mar-2013 65,961,511.24
202 Apr-2013 65,784,143.32
203 May-2013 65,605,115.54
204 Jun-2013 65,424,412.35
205 Jul-2013 65,242,018.08
206 Aug-2013 65,057,916.91
Page 5
<PAGE>
ALLIANCE 1996-2
Principal Prepayment Table
Class 2A
Principal
Balance
207 Sep-2013 64,872,092.85
208 Oct-2013 64,684,529.79
209 Nov-2013 64,495,211.46
210 Dec-2013 64,304,121.42
211 Jan-2014 64,111,243.09
212 Feb-2014 63,916,559.75
213 Mar-2014 63,720,054.50
214 Apr-2014 63,521,710.28
215 May-2014 63,321,509.89
216 Jun-2014 63,119,435.96
217 Jul-2014 62,915,470.95
218 Aug-2014 62,709,597.18
219 Sep-2014 62,501,796.76
220 Oct-2014 62,292,051.68
221 Nov-2014 62,080,343.74
222 Dec-2014 61,866,654.56
223 Jan-2015 61,650,965.61
224 Feb-2015 61,433,258.17
225 Mar-2015 61,213,513.35
226 Apr-2015 60,991,712.09
227 May-2015 60,767,835.13
228 Jun-2015 60,541,863.06
229 Jul-2015 60,313,776.27
230 Aug-2015 60,083,554.97
231 Sep-2015 59,851,179.17
232 Oct-2015 59,616,628.73
233 Nov-2015 59,379,883.29
234 Dec-2015 59,140,922.30
235 Jan-2016 58,899,725.04
236 Feb-2016 58,656,270.57
237 Mar-2016 58,410,537.78
238 Apr-2016 58,162,505.33
239 May-2016 57,912,151.72
240 Jun-2016 57,659,455.21
241 Jul-2016 57,404,393.89
242 Aug-2016 57,146,945.61
243 Sep-2016 56,887,088.05
244 Oct-2016 56,624,798.66
245 Nov-2016 56,360,054.67
246 Dec-2016 56,092,833.12
247 Jan-2017 55,823,110.82
248 Feb-2017 55,550,864.37
Page 6
<PAGE>
ALLIANCE 1996-2
Principal Prepayment Table
Class 2A
Principal
Balance
249 Mar-2017 55,276,070.15
250 Apr-2017 54,998,704.32
251 May-2017 54,718,742.80
252 Jun-2017 54,436,161.30
253 Jul-2017 54,150,935.32
254 Aug-2017 53,863,040.10
255 Sep-2017 53,572,450.65
256 Oct-2017 53,279,141.78
257 Nov-2017 52,983,088.02
258 Dec-2017 52,684,263.69
259 Jan-2018 52,382,642.86
260 Feb-2018 52,078,199.37
261 Mar-2018 51,770,906.79
262 Apr-2018 51,460,738.47
263 May-2018 51,147,667.48
264 Jun-2018 50,831,666.68
265 Jul-2018 50,512,708.63
266 Aug-2018 50,190,765.67
267 Sep-2018 49,865,809.86
268 Oct-2018 49,537,813.00
269 Nov-2018 49,206,746.64
270 Dec-2018 48,872,582.05
271 Jan-2019 48,535,290.24
272 Feb-2019 48,194,841.93
273 Mar-2019 47,851,207.60
274 Apr-2019 47,504,357.43
275 May-2019 47,154,261.31
276 Jun-2019 46,800,888.88
277 Jul-2019 46,444,209.47
278 Aug-2019 46,084,192.14
279 Sep-2019 45,720,805.64
280 Oct-2019 45,354,018.45
281 Nov-2019 44,983,798.75
282 Dec-2019 44,610,114.40
283 Jan-2020 44,232,933.00
284 Feb-2020 43,852,221.80
285 Mar-2020 43,467,947.78
286 Apr-2020 43,080,077.60
287 May-2020 42,688,577.60
288 Jun-2020 42,293,413.81
289 Jul-2020 41,894,551.95
290 Aug-2020 41,491,957.40
Page 7
<PAGE>
ALLIANCE 1996-2
Principal Prepayment Table
Class 2A
Principal
Balance
291 Sep-2020 41,085,595.25
292 Oct-2020 40,675,430.21
293 Nov-2020 40,261,426.72
294 Dec-2020 39,843,548.85
295 Jan-2021 39,421,760.33
296 Feb-2021 38,996,024.58
297 Mar-2021 38,566,304.65
298 Apr-2021 38,132,563.25
299 May-2021 37,694,762.76
300 Jun-2021 37,252,865.19
301 Jul-2021 36,806,832.19
302 Aug-2021 36,356,625.07
303 Sep-2021 35,902,204.76
304 Oct-2021 35,443,531.83
305 Nov-2021 34,980,566.49
306 Dec-2021 34,513,268.57
307 Jan-2022 34,041,597.51
308 Feb-2022 33,565,512.40
309 Mar-2022 33,084,971.93
310 Apr-2022 32,599,934.39
311 May-2022 32,110,357.72
312 Jun-2022 31,616,199.42
313 Jul-2022 31,117,416.63
314 Aug-2022 30,613,966.06
315 Sep-2022 30,105,804.03
316 Oct-2022 29,592,886.45
317 Nov-2022 29,075,168.82
318 Dec-2022 28,552,606.22
319 Jan-2023 28,025,153.30
320 Feb-2023 27,492,764.30
321 Mar-2023 26,955,393.02
322 Apr-2023 26,412,992.85
323 May-2023 25,865,516.71
324 Jun-2023 25,312,917.11
325 Jul-2023 24,755,146.10
326 Aug-2023 24,192,155.28
327 Sep-2023 23,623,895.81
328 Oct-2023 23,050,318.37
329 Nov-2023 22,471,373.21
330 Dec-2023 21,887,010.08
331 Jan-2024 21,297,178.29
332 Feb-2024 20,701,826.66
Page 8
<PAGE>
ALLIANCE 1996-2
Principal Prepayment Table
Class 2A
Principal
Balance
333 Mar-2024 20,100,903.52
334 Apr-2024 19,494,356.75
335 May-2024 18,882,133.71
336 Jun-2024 18,264,181.29
337 Jul-2024 17,640,445.86
338 Aug-2024 17,010,873.30
339 Sep-2024 16,375,409.00
340 Oct-2024 15,733,997.81
341 Nov-2024 15,086,584.08
342 Dec-2024 14,433,111.63
343 Jan-2025 13,773,523.77
344 Feb-2025 13,107,763.27
345 Mar-2025 12,435,772.36
346 Apr-2025 11,757,492.74
347 May-2025 11,072,865.55
348 Jun-2025 10,381,831.39
349 Jul-2025 9,684,330.30
350 Aug-2025 8,980,301.77
351 Sep-2025 8,269,684.70
352 Oct-2025 7,552,417.43
353 Nov-2025 6,828,437.75
354 Dec-2025 6,097,682.82
355 Jan-2026 5,360,089.24
356 Feb-2026 4,615,593.01
357 Mar-2026 3,864,129.54
358 Apr-2026 3,105,633.63
359 May-2026 2,340,039.46
360 Jun-2026 1,567,280.60
361 Jul-2026 787,290.00
362 Aug-2026 (0.00)
Page 9
<PAGE>
EXHIBIT T
SUBSEQUENT TRANSFER INSTRUMENT FOR [SUB-POOL 1][SUB-POOL 2]
Pursuant to this Subsequent Transfer Instrument (the "Instrument"), dated
___________, 199__, between Superior Bank FSB, as seller (the "Depositor"), and
LaSalle National Bank, as Trustee of the AFC Mortgage Loan Asset Backed
Certificates, Series 1996-2, as purchaser (the "Trustee"), and pursuant to the
Pooling and Servicing Agreement, dated as of June 1, 1996, among Superior Bank
FSB, as Depositor, Lee Servicing Company, a Division of Superior Bank FSB, as
Servicer, and LaSalle National Bank, as Trustee (the "Pooling and Servicing
Agreement"), the Depositor and the Trustee agree to the sale by the Depositor
and the purchase by the Trustee, on behalf of the Trust Fund, of the Mortgage
Loans listed on the attached Schedule of Mortgage Loans (the "Subsequent
Mortgage Loans").
Capitalized terms used and not defined herein have their respective
meanings as set forth in the Pooling and Servicing Agreement.
Section 1. Conveyance of Subsequent Mortgage Loans.
(a) The Depositor does hereby sell, transfer, assign, set over and convey
to the Trustee, on behalf of the Trust Fund, without recourse, all of its right,
title and interest in and to the Subsequent Mortgage Loans, excepting the
Depositor's Yield, and including all amounts due on the Subsequent Mortgage
Loans after the related Subsequent Cut-Off Date, and all items with respect to
the Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 of the
Pooling and Servicing Agreement; provided, however that the Depositor reserves
and retains all right, title and interest in and to amounts (including
Prepayments, Curtailments and Excess Payments) due on the Subsequent Mortgage
Loans on or prior to the related Subsequent Cut-off Date. The Depositor,
contemporaneously with the delivery of this Agreement, has delivered or caused
to be delivered to the Trustee or, if a Custodian has been appointed pursuant to
Section 12.12 of the Pooling and Servicing Agreement, to the Custodian each item
set forth in Section 2.04 of the Pooling and Servicing Agreement. The transfer
to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on
the Mortgage Loan Schedule shall be absolute and is intended by the Depositor,
the Servicer, the Trustee and the Certificateholders to constitute and to be
treated as a sale by the Depositor to the Trust Fund.
(b) The expenses and costs relating to the delivery of the Subsequent
Mortgage Loans, this Instrument and the Pooling and Servicing Agreement shall be
borne by the Depositor.
(c) Additional terms of the sale are set forth on Attachment A hereto.
<PAGE>
Section 2. Representations and Warranties; Conditions Precedent.
(a) The Depositor hereby affirms the representations and warranties set
forth in Section 3.02 of the Pooling and Servicing Agreement that relate to the
Subsequent Mortgage Loans as of the date hereof. The Depositor hereby confirms
that each of the conditions set forth in Section 2.10(b), and as applicable,
Section 2.10(c) or Section 2.10(d), of the Pooling and Servicing Agreement are
satisfied as of the date hereof.
(b) All terms and conditions of the Pooling and Servicing Agreement are
hereby ratified and confirmed; provided, however, that in the event of any
conflict the provisions of this Instrument shall control over the conflicting
provisions of the Pooling and Servicing Agreement.
Section 3. Recordation of Instrument.
To the extent permitted by applicable law, this Instrument, or a memorandum
thereof if permitted under applicable law, is subject to recordation in all
appropriate public offices for real property records in all of the counties or
other comparable jurisdictions in which any or all of the properties subject to
the Mortgages are situated, and in any other appropriate public recording office
or elsewhere, such recordation to be effected by the Servicer at the
Certificateholders' expense on direction of the related Majority
Certificateholders, but only when accompanied by an Opinion of Counsel to the
effect that such recordation materially and beneficially affects the interests
of the Certificateholders or is necessary for the administration or servicing of
the Mortgage Loans.
Section 4. Governing Law.
This Instrument shall be construed in accordance with the laws of the State
of New York and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws, without giving effect to
principles of conflicts of law.
Section 5. Counterparts.
This Instrument may be executed in one or more counterparts and by the
different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts, together, shall
constitute one and the same instrument.
-2-
<PAGE>
Section 6. Successors and Assigns.
This Instrument shall inure to the benefit of and be binding upon the
Depositor and the Trustee and their respective successors and assigns.
SUPERIOR BANK FSB
By:_______________________________
Name:
Title:
AFC MORTGAGE LOAN ASSET
BACKED CERTIFICATES, SERIES 1996-2
By: LASALLE NATIONAL BANK,
as Trustee
By:_______________________________
Name:
Title:
Attachments
A. Additional terms of the sale.
B. Schedule of Subsequent Mortgage Loans.
C. Opinions of Depositor's counsel (bankruptcy, corporate).
D. Depositor's Officer's certificate.
E. Trustee's Certificate.
F. Opinion of Trustee's Counsel.
-3-
<PAGE>
AFC MORTGAGE LOAN ASSET BACKED CERTIFICATES, SERIES 1996-2
ATTACHMENT A TO SUBSEQUENT TRANSFER INSTRUMENT FOR SUB-POOL 1
Series 1996-2
________, 199__
A.
1. Subsequent Cut-off Date:
1. Pricing Date:
2. Subsequent Transfer Date:
3. Aggregate Principal Balance of the Subsequent Mortgage Loans as of the
Subsequent Cut-off Date:
4. Purchase Price: 100.00%
B.
As to all the Subsequent Mortgage Loans the subject of this Instrument:
1. Longest stated term to maturity: _____ months
2. Lowest Mortgage Rate: _____ %
3. Greatest Combined Loan-to-Value Ratio: _____ %
[As to the final transfer of Subsequent
Mortgage Loans:]
4. WAC of all Mortgage Loans: _____ %
5. WAM of all Mortgage Loans: _____ %
6. Weighted average CLTV: _____ %
7. Balloon Loans: _____ %
8. Largest Principal Balance: $_____
9. Non-owner occupied Mortgaged Properties: _____ %
10. Maximum California zip code concentration: _____ %
11. Condominiums: _____ %
12. Single-family: _____ %
13. Weighted average term since origination: _____ months
14. [August/September/October] first payment date: _____ %
<PAGE>
AFC MORTGAGE LOAN ASSET BACKED CERTIFICATES, SERIES 1996-2
ATTACHMENT A TO SUBSEQUENT TRANSFER INSTRUMENT FOR SUB-POOL 2
Series 1996-2
________, 199__
A.
1. Subsequent Cut-off Date:
1. Pricing Date:
2. Subsequent Transfer Date:
3. Aggregate Principal Balance of the Subsequent Mortgage Loans as of the
Subsequent Cut-off Date:
4. Purchase Price: 100.00%
B.
As to all the Subsequent Mortgage Loans the subject of this Instrument:
1. Longest stated term to maturity: _____ months
2. Minimum Mortgage Rate: _____ %
3. Maximum Mortgage Rate: _____ %
4. WAC of all Mortgage Loans: _____ %
5. WAM of all Mortgage Loans: _____ %
6. Balloon Loans: _____ %
7. Largest Principal Balance: $_____
8. Non-owner occupied Mortgaged Properties: _____ %
9. Maximum zip code concentration: _____ %
10. Condominiums: _____ %
11. Single-family: _____ %
12. Weighted average term since origination: _____ months
13. [August/September/October] first payment date: _____ %
<PAGE>
EXHIBIT U
FORM OF ADDITION NOTICE
[Date]
[Trustee]
_____________________
_____________________
Re: Pooling and Servicing Agreement, dated as of June 1, 1996, between
[Depositor] [Trustee] and [Servicer], relating to AFC Mortgage Loan
Asset Backed Certificates, Series 1996-2
-------------------------------------------------------------------
Ladies and Gentlemen:
Pursuant to Section 2.10 of the above-captioned Pooling and Servicing
Agreement, [Depositor] has designated Subsequent Mortgage Loans to be sold to
the Trust Fund on _________, 199__, with an aggregate principal balance of
$______________. Capitalized terms not otherwise defined herein have the meaning
set forth in the Pooling and Servicing Agreement.
Please acknowledge your receipt of this notice by countersigning the
enclosed copy in the space indicated below and returning it to the attention of
the undersigned.
Very truly yours,
[DEPOSITOR]
By: _________________________
Name: _________________________
Title: _________________________
ACKNOWLEDGED AND AGREED:
[Trustee]
By: ___________________________
Name: ___________________________
Title: ___________________________
Date: ___________________________
<PAGE>
EXHIBIT V
OFFICER'S CERTIFICATE
I, _________________ hereby certify that I am the duly elected
______________ of Superior Bank FSB, a federally chartered stock savings bank
(the "Depositor"), and further, to the best of my knowledge and after due
inquiry, as follows:
Each condition precedent specified in Section 2.10(b) and [Section
2.10(c) for Sub-Pool 1 Mortgage Loans] [Section 2.10(d) for Sub-Pool 2
Mortgage Loans] of the Pooling and Servicing Agreement, dated as of June 1,
1996, among the Depositor, Lee Servicing Company, a division of Superior
Bank FSB, and LaSalle National Bank, as Trustee (the "Pooling and Servicing
Agreement") and each condition precedent specified in the Subsequent
Transfer Instrument has been satisfied by the Depositor.
Capitalized terms not otherwise defined herein have the meanings set forth
in the Pooling and Servicing Agreement.
IN WITNESS WHEREOF, I have hereunto signed my name.
Dated: _________ __, 199__ By: ____________________________________
Name:
Title:
<PAGE>
EXHIBIT W
FORM OF AGREEMENT OF APPOINTMENT AND
ACCEPTANCE OF SEPARATE TRUSTEE
This AGREEMENT OF APPOINTMENT AND ACCEPTANCE OF SEPARATE TRUSTEE (the
"Agreement") is dated as of the ____ day of _________, _____, by and among
SUPERIOR BANK FSB, as Depositor (the "Company"), LEE SERVICING COMPANY, A
DIVISION OF SUPERIOR BANK FSB, as Servicer (the "Servicer"), LaSalle National
Bank, as Trustee (the "Trustee"), and ______________, as Separate Trustee (the
"Separate Trustee").
RECITALS
A. The Company, the Servicer and the Trustee have entered into that certain
Pooling and Servicing Agreement dated as of June 1, 1996 (as amended,
supplemented or modified from time to time, the "Pooling Agreement") relating to
the AFC Mortgage Loan Asset Backed Certificates, Series 1996-2 (the "Trust").
B. Pursuant to the terms and conditions of the Pooling Agreement, the
Company will assign and deliver to the Trustee certain home equity loans and the
mortgages related thereto comprising part of the Trust Fund (as defined in the
Pooling Agreement).
C. Pursuant to the terms and conditions of the Pooling Agreement, the
Trustee shall act as trustee for, and on behalf and for the benefit of, the
Certificateholders (as defined in the Pooling Agreement).
D. The laws of the State of New Jersey prohibit the transfer of second
mortgage loans originated in New Jersey except to certain transferees, which
transferees would not include the Trustee but would include a national banking
association having its principal office in the State of New Jersey, such as the
Separate Trustee.
E. In order to permit the Company to transfer to the Trust Fund certain
second mortgage loans originated in the State of New Jersey, the parties hereto
intend to appoint, pursuant to Section 12.10 of the Pooling Agreement, the
Separate Trustee, who, as a separate trustee with and on behalf of the Trustee
under the Pooling Agreement, will be the assignee of the mortgage assignments
executed and to be recorded in the State of New Jersey in connection with the
formation of the Trust Fund (the "Assignments"), and the Separate Trustee is so
named in the Pooling Agreement and in the Assignments, for the limited purpose
of satisfying said New Jersey state law requirements and consequently exercising
such duties and functions as may be prescribed herein and under the Pooling
Agreement.
<PAGE>
NOW, THEREFORE, the Company, the Trustee and the Separate Trustee do hereby
agree as follows:
1. Appointment of the Separate Trustee; Acceptance of Appointment. To the
extent that the Trust Fund consists of home equity loans secured by mortgages
relating to real estate located in the State of New Jersey ("New Jersey Home
Equity Loans"), the Company and the Trustee hereby appoint the Separate Trustee,
as of the date hereof, as separate trustee under the Pooling Agreement, of that
part of the Trust Fund consisting of the New Jersey Home Equity Loans and the
Separate Trustee is hereby vested with legal title to the New Jersey Home Equity
Loans, as of such date, to the extent required by New Jersey law, the power of
the Separate Trustee to be exercised subject to the provisions of this Agreement
and Section 12.10 of the Pooling Agreement.
The Separate Trustee hereby acknowledges that its principal office is
located in the State of New Jersey, accepts the foregoing appointment and agrees
to act as separate trustee with the Trustee, its successors and assigns under
the Pooling Agreement and the Assignments, and to exercise its duties as
separate trustee, in and only in the event of a written request by the Trustee.
2. Limited Scope of Appointment and Duties. The Separate Trustee shall act
as separate trustee under the Pooling Agreement and the Assignments only upon,
and to the extent of, written instructions from the Trustee and no other party.
The Separate Trustee shall not be required to take, nor shall it be responsible
for taking, any action as separate trustee under the Pooling Agreement or the
Assignments unless it has received such written instructions from the Trustee.
The Separate Trustee shall owe no duty as separate trustee under the
Pooling Agreement and the Assignments to any party other than the Trustee and
the Certificateholders. The Trustee shall consult with the Separate Trustee with
respect to decisions deemed by the Trustee to be significant to be made with
respect to the exercise of any powers to be exercised by the Separate Trustee
and, upon request of the Separate Trustee, will provide the Separate Trustee
with copies of all notices and other documents pursuant to which it exercises
its duties as the Trustee.
Any provision of this Agreement or the Pooling Agreement or the Assignments
to the contrary notwithstanding, the Separate Trustee shall have no power to act
in any manner inconsistent with the terms of the Pooling Agreement with respect
to, or to vary the investment in, the trust created hereby.
3. Appointment of the Trustee as Attorney-in-Fact. Wherever and to the
fullest extent permitted by law, the Separate Trustee hereby irrevocably
appoints the Trustee as its agent and Attorney-in-Fact for the purpose of
executing any and all documents which the Separate Trustee may be required, as
separate trustee under the Pooling Agreement and the Assignments, to execute;
provided, however, that nothing in this Agreement shall be deemed
-2-
<PAGE>
an admission that the Separate Trustee is required to execute any of such
documents in its capacity as separate trustee under the Pooling Agreement and
the Assignments.
4. Notices. Notices and instructions under this Agreement shall be deemed
given under this Agreement when sent by overnight courier or when mailed by
Certified Mail, Return Receipt Requested, to the parties at their addresses
provided below or at such other addresses as the parties may direct:
If to the Trustee:
LaSalle National Bank
135 S. LaSalle Street, Suite 200
Chicago, Illinois, 60674-4107
Attention: Asset-Backed Securities
Trust Services Department - AFC 1996-2
__________________
If to the Separate Trustee:
__________________
(with copy to the Trustee)
If to the Company:
Superior Bank FSB
One Lincoln Centre
Oakbrook Terrace, Illinois 60181
Attention: Mr. William C. Bracken
Senior Vice President and
Chief Financial Officer
If to the Servicer:
Lee Servicing Company, a division
of Superior Bank FSB
One Lincoln Centre
Oakbrook Terrace, Illinois 60181
Attention: Mr. William C. Bracken
Senior Vice President and
Chief Financial Officer
-3-
<PAGE>
5. Choice of Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.
6. Counterparts. This Agreement may be executed in one or more counterparts
and by the different parties hereto on separate counterparts, each of which,
when so executed, shall be deemed to be an original; such counterparts,
together, shall constitute one and the same agreement.
-4-
<PAGE>
IN WITNESS WHEREOF, the Company, the Servicer, the Trustee and the Separate
Trustee hereby execute this Agreement as of the date first set forth above.
COMPANY:
SUPERIOR BANK FSB
By:__________________________________
Name:
Title:
TRUSTEE:
LASALLE NATIONAL BANK, as Trustee
By:__________________________________
Name:
Title:
SEPARATE TRUSTEE:
______________________, as Separate Trustee
By:__________________________________
Name:
Title:
SERVICER:
LEE SERVICING COMPANY, a
division of Superior Bank FSB
By:__________________________________
Name:
Title:
-5-
SUBSEQUENT TRANSFER INSTRUMENT
Pursuant to this Subsequent Transfer Instrument (the "Instrument"), dated
June 27, 1996, between Superior Bank FSB, as seller (the "Depositor"), and
LaSalle National Bank, as Trustee of the AFC Mortgage Loan Asset Backed
Certificates, Series 1996-2, as purchaser (the "Trustee"), and pursuant to the
Pooling and Servicing Agreement, dated as of June 1, 1996, among Superior Bank
FSB, as Depositor, Lee Servicing Company, a Division of Superior Bank FSB, as
Servicer, and LaSalle National Bank, as Trustee (the "Pooling and Servicing
Agreement"), the Depositor and the Trustee agree to the sale by the Depositor
and the purchase by the Trustee, on behalf of the Trust Fund, of the Mortgage
Loans listed on the attached Schedule of Mortgage Loans (the "Subsequent
Mortgage Loans").
Capitalized terms used and not defined herein have their respective
meanings as set forth in the Pooling and Servicing Agreement.
Section 1. Conveyance of Subsequent Mortgage Loans.
(a) The Depositor does hereby sell, transfer, assign, set over and convey
to the Trustee, on behalf of the Trust Fund, without recourse, all of its right,
title and interest in and to the Subsequent Mortgage Loans, excepting the
Depositor's Yield, and including all amounts due on the Subsequent Mortgage
Loans after the related Subsequent Cut-Off Date, and all items with respect to
the Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 of the
Pooling and Servicing Agreement; provided, however that the Depositor reserves
and retains all right, title and interest in and to amounts (including
Prepayments, Curtailments and Excess Payments) due on the Subsequent Mortgage
Loans on or prior to the related Subsequent Cut-off Date. The Depositor,
contemporaneously with the delivery of this Agreement, has delivered or caused
to be delivered to the Trustee or, if a Custodian has been appointed pursuant to
Section 12.12 of the Pooling and Servicing Agreement, to the Custodian each item
set forth in Section 2.04 of the Pooling and Servicing Agreement. The transfer
to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on
the Mortgage Loan Schedule shall be absolute and is intended by the Depositor,
the Servicer, the Trustee and the Certificateholders to constitute and to be
treated as a sale by the Depositor to the Trust Fund.
(b) The expenses and costs relating to the delivery of the Subsequent
Mortgage Loans, this Instrument and the Pooling and Servicing Agreement shall be
borne by the Depositor.
(c) Additional terms of the sale are set forth on Attachment A hereto.
1
<PAGE>
Section 2. Representations and Warranties; Conditions Precedent.
(a) The Depositor hereby affirms the representations and warranties set
forth in Section 3.02 of the Pooling and Servicing Agreement that relate to the
Subsequent Mortgage Loans as of the date hereof. The Depositor hereby confirms
that each of the conditions set forth in Section 2.10(b), and as applicable,
Section 2.10(c) or Section 2.10(d), of the Pooling and Servicing Agreement are
satisfied as of the date hereof.
(b) All terms and conditions of the Pooling and Servicing Agreement are
hereby ratified and confirmed; provided, however, that in the event of any
conflict the provisions of this Instrument shall control over the conflicting
provisions of the Pooling and Servicing Agreement.
Section 3. Recordation of Instrument.
To the extent permitted by applicable law, this Instrument, or a memorandum
thereof if permitted under applicable law, is subject to recordation in all
appropriate public offices for real property records in all of the counties or
other comparable jurisdictions in which any or all of the properties subject to
the Mortgages are situated, and in any other appropriate public recording office
or elsewhere, such recordation to be effected by the Servicer at the
Certificateholders' expense on direction of the related Majority
Certificateholders, but only when accompanied by an Opinion of Counsel to the
effect that such recordation materially and beneficially affects the interests
of the Certificateholders or is necessary for the administration or servicing of
the Mortgage Loans.
Section 4. Governing Law.
This Instrument shall be construed in accordance with the laws of the State
of New York and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws, without giving effect to
principles of conflicts of law.
Section 5. Counterparts.
This Instrument may be executed in one or more counterparts and by the
different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts, together, shall
constitute one and the same instrument.
2
<PAGE>
Section 6. Successors and Assigns.
This Instrument shall inure to the benefit of and be binding upon the
Depositor and the Trustee and their respective successors and assigns.
SUPERIOR BANK FSB
By: /s/ WILLIAM C. BRACKEN
---------------------------------------
Name: William C. Bracken
Title: Sr. Vice President, CFO
AFC MORTGAGE LOAN ASSET
BACKED CERTIFICATES, SERIES 1996-2
By: LASALLE NATIONAL BANK,
as Trustee
By: /s/ SHASHANK MISHRA
---------------------------------------
Name: Shashank Mishra
Title: Vice President
Attachments
A. Additional terms of the sale.
B. Schedule of Subsequent Mortgage Loans.
C. Opinions of Depositor's counsel (bankruptcy, corporate).
D. Depositor's Officer's certificate.
E. Opinion of Trustee's Counsel.
3
<PAGE>
AFC MORTGAGE LOAN ASSET BACKED CERTIFICATES, SERIES 1996-2
ATTACHMENT A TO SUBSEQUENT TRANSFER INSTRUMENT
FOR SUB-POOL 1
Series 1996-2
June 27, 1996
A.
1. Subsequent Cut-off Date: June 26, 1996
2. Pricing Date: --
3. Subsequent Transfer Date: June 27, 1996
4. Aggregate Principal Balance of the Subsequent
Mortgage Loans as of the Subsequent Cut-off Date: $36,143,509.65
5. Purchase Price: 100.00%
B.
As to all the Subsequent Mortgage Loans the subject of this Instrument:
1. Shortest original term to maturity: 120 months
2. Longest original term to maturity: 360 months
3. Lowest Mortgage Rate: 8.15%
4. Greatest Combined Loan-to-Value Ratio: 90.00%
5. Largest Principal Balance $468,731.21
[As to the final transfer of Subsequent Mortgage Loans:]
6. WAC of all Mortgage Loans: _____ %
7. WAM of all Mortgage Loans: _____ %
8. Weighted average CLTV: _____ %
9. Balloon Loans: _____ %
10. Largest Principal Balance: $________
11. Non-owner occupied Mortgaged Properties: _____ %
12. Maximum zip code concentration: _____ %
13. Condominiums: _____ %
14. Single-family: _____ %
15. Weighted average term since origination: _____ months
16. [August/September/October] first payment date: _____%
4
<PAGE>
AFC MORTGAGE LOAN ASSET BACKED CERTIFICATES, SERIES 1996-2
ATTACHMENT A TO SUBSEQUENT TRANSFER INSTRUMENT
FOR SUB-POOL 2
Series 1996-2
June 27, 1996
A.
1. Subsequent Cut-off Date: June 26, 1996
2. Pricing Date: --
3. Subsequent Transfer Date: June 27, 1996
4. Aggregate Principal Balance of the Subsequent
Mortgage Loans as of the Subsequent Cut-off Date: $20,481,138.71
5. Purchase Price: 100.00%
B.
As to all the Subsequent Mortgage Loans the subject of this Instrument:
1. Shortest original term to maturity: 360 months
2. Longest original term to maturity: 360 months
3. Minimum Gross Margin: 3.75%
4. Greatest LTV: 90.00%
5. Largest Principal Balance:
[As to the final transfer of Subsequent Mortgage Loans:]
6. Maximum Mortgage Rate: _____ %
7. Weighted average Gross Margin of all Mortgage Loans: _____ %
8. WAC of all Mortgage Loans: _____ %
9. WAM of all Mortgage Loans: _____ %
10. Balloon Loans: _____ %
11. Largest Principal Balance: $________
12. Non-owner occupied Mortgaged Properties: _____ %
13. Maximum zip code concentration: _____ %
14. Condominiums: _____ %
15. Single-family: _____ %
16. Weighted average term since origination: _____ months
17. [August/September/October] first payment date: ____ %
5
<PAGE>
ADDITION NOTICE
Date: June 27, 1996
LaSalle National Bank
135 South LaSalle Street
Chicago, Illinois 60603
Re: Pooling and Servicing Agreement, dated as of June 1,
1996, between Superior Bank FSB, as seller (the
"Depositor"), LaSalle National Bank as trustee (the
"Trustee") and Lee Servicing Company, a division of
the Depositor, as servicer, relating to AFC Mortgage
Loan Asset Backed Certificates, Series 1996-2
Sub-Pool 1
----------------------------------------------------
Ladies and Gentlemen:
Pursuant to Section 2.10 of the above-captioned Pooling and Servicing
Agreement, the Depositor has designated Subsequent Mortgage Loans to be sold to
the Trust Fund on June 27, 1996, with an aggregate principal balance of
$36,100,000.00*. Capitalized terms not otherwise defined herein have the meaning
set forth in the Pooling and Servicing Agreement.
Please acknowledge your receipt of this notice by countersigning the
enclosed copy in the space indicated below and returning it to the attention of
the undersigned.
Very truly yours,
*Approximate
SUPERIOR BANK FSB
By: /s/ JOHN A. SORICELLI
-------------------------------------
Name: John A. Soricelli
Title: Vice President
ACKNOWLEDGED AND AGREED:
LASALLE NATIONAL BANK
By: /s/ SHASHANK MISHRA
- -------------------------------
Name: Shashank Mishra
Title: Vice President
Date: June 27, 1996
<PAGE>
ADDITION NOTICE
Date: June 27, 1996
LaSalle National Bank
135 South LaSalle Street
Chicago, Illinois 60603
Re: Pooling and Servicing Agreement, dated as of June 1,
1996, between Superior Bank FSB, as seller (the
"Depositor"), LaSalle National Bank as trustee (the
"Trustee") and Lee Servicing Company, a division of
the Depositor, as servicer, relating to AFC Mortgage
Loan Asset Backed Certificates, Series 1996-2
Sub-Pool 2
----------------------------------------------------
Ladies and Gentlemen:
Pursuant to Section 2.10 of the above-captioned Pooling and Servicing
Agreement, the Depositor has designated Subsequent Mortgage Loans to be sold to
the Trust Fund on June 27, 1996, with an aggregate principal balance of
$20,400,000.00*. Capitalized terms not otherwise defined herein have the meaning
set forth in the Pooling and Servicing Agreement.
Please acknowledge your receipt of this notice by countersigning the
enclosed copy in the space indicated below and returning it to the attention of
the undersigned.
Very truly yours,
*Approximate
SUPERIOR BANK FSB
By: /s/ JOHN A. SORICELLI
-----------------------------------
Name: John A. Soricelli
Title: Vice President
ACKNOWLEDGED AND AGREED:
LASALLE NATIONAL BANK
By: /s/ SHASHANK MISHRA
- ----------------------------------
Name: Shashank Mishra
Title: Vice President
Date: June 27, 1996
<PAGE>
OFFICER'S CERTIFICATE
I, William Bracken hereby certify that I am the duly elected Sr. Vice
President, CFO of Superior Bank FSB, a federally chartered stock savings bank
(the "Depositor"), and further, to the best of my knowledge and after due
inquiry, as follows:
Each condition precedent specified in Section 2.10(b), Section 2.10(c)
and Section 2.10(d) for the Subsequent Mortgage Loans of the Pooling and
Servicing Agreement, dated as of June 1, 1996, among the Depositor, Lee
Servicing Company, a division of Superior Bank FSB, and LaSalle National
Bank, as Trustee (the "Pooling and Servicing Agreement") and each condition
precedent specified in Subsequent Transfer Instrument has been satisfied by
the Depositor.
Capitalized terms not otherwise defined herein have the meanings set forth
in the Pooling and Servicing Agreement.
IN WITNESS WHEREOF, I have hereunto signed my name.
Dated: June 27, 1996 By:/s/ WILLIAM C. BRACKEN
----------------------
Name: William C. Bracken
Title: Sr. Vice President, CFO
<PAGE>
Page 1
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule
A division of Superior Bank FSB 1996-2 Class 1 - 1st Subsequent Transfer of Fixed Rate Mortgages - Settlement 6/27/96
Principal
Zip Balance at
Sale ID Account Name Address City State Code Origination
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
SB34 10266102063 ROBARGE RAYMOND R 1474 VISTA CRETE IL 60417 113,600.00
SB34 10266103420 ONIONS GEORGE J 17 LIONEL DRIVE SIMSBURY CT 06070 30,000.00
SB34 10266103810 BREITENBACH EMIL 641 MANOR LANE JAMESPORT NY 11947 38,500.00
SB34 10266104605 HARRIS FRED 149 VANDERBILT AVENUE BROOKLYN NY 11205 166,500.00
SB34 10266105120 HOLOMAN VIRGINIA 232 MILANDY STREET BRENTWOOD NY 11717 88,000.00
SB34 10266105559 BACHMURSKI JAMES D 45 ROCK STREET NEWARK VALLEY NY 13811 20,000.00
SB34 10266105681 GUNDERSON KURT S 11 ARGONNE ROAD HAMPTON BAYS NY 11946 90,000.00
SB34 10266105877 SANTOS AGOSTINHO 126 DAHLIA DRIVE MAHOPAC NY 10541 150,000.00
SB34 10266106451 STOKES G BRUCE 1051 WEST 950 NORTH CLINTON UT 84015 40,700.00
SB34 10266106729 SMITH LINDA 1266 MOOSE LODGE ROAD WYOMING DE 19934 50,000.00
SB34 10266106759 SELLIAN HELEN 1357 PARK LANE PELHAM MANOR NY 10308 150,000.00
SB34 10266107017 MACIASZEK KENNETH 1913 LARKINS WAY PITTSBURGH PA 15203 22,500.00
SB34 10266107199 GARGANESE ROBERT R 7424 DOE AVENUE LAS VEGAS NV 89117 119,700.00
SB34 10266107202 RAHIM HASSAN 10940 E PENCIL LEAF PLACE TUCSON AZ 85748 144,600.00
SB34 10266107568 MORRISON RICHARD R 7367 AMIGO STREET LAS VEGAS NV 89123 148,295.00
SB34 10266107667 MASTRIANO MICHELLE 220 BRIGHTON AVENUE KEARNY NJ 07032 87,500.00
SB34 10266107854 TYNER WILLIAM T 2475 ATHENS HIGHWAY GAINESVILLE GA 30507 65,000.00
SB34 10266107889 KELLY THOMAS L 6960 HARDING STREET COLORADO SPRINGS CO 80911 32,550.00
SB34 10266108112 MARIN JESS I 69 LINSCHEID DRIVE PITTSBURG CA 94565 13,500.00
SB34 10266108242 DELGADO LUIS R 4 STANDISH DRIVE HOWELL NJ 07731 144,500.00
SB34 10266108493 MAHER THOMAS A 2138 LOCUST ROAD WALL NJ 07719 79,475.00
SB34 10266108731 LONG BEATRICE 8716 S CARPENTER CHICAGO IL 60620 25,000.00
SB34 10266108827 DIGIOVANNI RHONDA 2538 SIERRA DRIVE COLORADO SPRINGS CO 80917 124,950.00
SB34 10266108893 CLAYBURN JANET B 255 NORTH VIRGINIA STREET SALT LAKE CITY UT 84103 23,424.00
SB34 10266108973 LYN ELAINE 7 DEWITT STREET VALLEY STREAM NY 11580 143,100.00
SB34 10266109009 OLIVER EDWINA 113-05 FRANCIS LEWIS BOULEVAR QUEENS VILLAGE NY 11429 100,000.00
SB34 10266109126 PULLEN ROBERT L 2626 ROCKS ROAD FOREST HILL MD 21050 24,200.00
SB34 10266109160 BENITH BENEDICT 490 THREE MILE HARBOR ROAD EAST HAMPTON NY 11937 140,000.00
SB34 10266109196 VERRASTRO LEONARD JR 91 BUCKINGHAM DRIVE STAMFORD CT 06902 35,696.00
SB34 10266109381 BAXTER ANN COLE 9898 S E 124TH LANE CANDLER FL 32111 50,000.00
SB34 10266109427 BROWN ANDREW 3208 LAKE SHORE DRIVE MOHEGAN LAKE NY 10547 17,000.00
SB34 10266109505 DENMON MAUDINE 6884 LAUREL WOOD DRIVE DOUGLASVILLE GA 30135 57,600.00
SB34 10266109598 BARRINGTON EDIE R SR 759 HENRY STREET UNIONDALE NY 11553 54,000.00
SB34 10266109618 MOLLO VIRGILIO 215 SPRING STREET LAWRENCE NY 11559 64,000.00
SB34 10266109651 CADET EDDY L 491 EAST 600 NORTH SPANISH FORK UT 84660 120,600.00
SB34 10266109681 KLEIN LAWRENCE 1 HELEN STREET SUCCASUNNA NJ 07876 135,000.00
SB34 10266109744 QUINLAN MICHAEL B 20067 SEMINOLE REDFORD MI 48240 35,000.00
SB34 10266109791 REYNOLDS DANNY M 2999 HICKORY RUN CIRCLE DULUTH GA 30136 130,185.00
SB34 10266109813 BAILEY TIMOTHY A US ROUTE 20 BOX 374 NASSAU NY 12123 65,000.00
SB34 10266109882 RUSTAN KEITH G 675 SUBURBAN DRIVE BRIGHAM CITY UT 84302 29,126.00
SB34 10266109984 GLOVER ELDRIDGE 9332 S. ESSEX AVENUE CHICAGO IL 60617 50,000.00
SB34 10266110000 DARDEN VIVIAN 406 MILLER AVENUE GOLDSBORO NC 27530 53,550.00
SB34 10266110112 CARTELLI BABETTE M 2577 SOUTH UNO WAY DENVER CO 80219 50,000.00
SB34 10266110271 WILLIS RAYMOND G 464 VALLEY VIEW DRIVE TOOELE UT 84074 28,300.00
SB34 10266110319 DILLMAN JEFFREY W 13295 SOUTH LOVERS LANE RIVERTON UT 84065 25,500.00
SB34 10266110485 CRAWFORD VERNON 154 CHURCH STREET FREEPORT NY 11520 131,750.00
SB34 10266110519 RASMUSSEN KEVIN A 13450 JULIAN AVENUE LAKESIDE CA 92040 18,750.00
SB34 10266110583 SINGH KALLEKA 181 32ND STREET BROOKLYN NY 11232 31,000.00
SB34 10266110606 POLLINA NATALIE 2297 PLYMOUTH PLACE EAST MEADOW NY 11554 22,000.00
SB34 10266110622 RIEDLBAUER ANTON 1735 OLD JOPPA ROAD KINGSVILLE MD 21087 39,000.00
SB34 10266110778 PARSLEY EDDIE R 72-74 E SCHILLER INDIANAPOLIS IN 46225 28,000.00
SB34 10266110779 DEHAVEN WILLIAM R 5453 WEST SOUTHPORT ROAD INDIANAPOLIS IN 46221 66,400.00
SB34 10266110899 ZALESKI KEVIN 3205 SWEDE STREET NORRISTOWN PA 19401 91,500.00
SB34 10266110915 MINSON SCOTT E 8930 SOUTH 3780 WEST WEST JORDAN UT 84088 34,200.00
SB34 10266110920 PETRIE PATRICIA 146 WEST 2ND STREET MOUNT VERNON NY 10550 193,500.00
SB34 10266110939 GREEN CRANDLE GORDON II 4550 HOG MOUNTAIN ROAD HOSCHTON GA 30548 139,000.00
SB34 10266110949 JOHNSTON STEPHEN R 1831 21ST STREET SW NAPLES FL 33964 30,000.00
SB34 10266110962 JANSSEN REX L 9451 EAST DEER TRAIL TUCSON AZ 85710 20,000.00
SB34 10266111053 CHARLESTON BARBARA M 26123 KITCH INKSTER MI 48141 25,000.00
SB34 10266111451 MESON DOROTHY 1356 PROSPECT PLACE BROOKLYN NY 11213 80,000.00
SB34 10266111519 MILLER ROBIN J 195 WASHINGTON STREET PHILLIPSBURG NJ 08865 72,250.00
SB34 10266111599 THOMAS CYNTHIA SUE 1911 EMERSON STREET EVANSTON IL 60201 97,600.00
</TABLE>
<TABLE>
<CAPTION>
Cut-off Date First Original Current Scheduled
Principal Payment Maturity Rem Date LTV Mortgage Payment
Sale ID Account Balance Date Date Term Due Ratio Rate Int & Prin
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SB34 10266102063 113,600.00 07/01/96 06/01/16 239.18 07/01/96 80.0 12.250 1,270.69
SB34 10266103420 29,796.02 04/28/96 03/28/11 177.04 07/28/96 89.4 11.990 359.86
SB34 10266103810 38,500.00 07/01/96 06/01/11 179.18 07/01/96 89.9 10.750 431.57
SB34 10266104605 166,500.00 06/14/96 05/14/11 178.59 07/14/96 90.0 11.850 1,693.44
SB34 10266105120 87,930.83 05/24/96 04/24/11 177.93 06/24/96 80.0 10.990 837.38
SB34 10266105559 19,977.86 06/09/96 05/09/26 358.42 07/09/96 80.0 10.250 179.22
SB34 10266105681 89,976.50 06/10/96 05/10/11 178.45 07/10/96 75.0 10.200 803.15
SB34 10266105877 150,000.00 06/16/96 05/16/11 178.65 07/16/96 62.5 11.500 1,485.44
SB34 10266106451 40,567.82 05/02/96 04/02/11 177.21 08/02/96 87.1 12.100 421.78
SB34 10266106729 49,708.88 06/08/96 05/08/11 178.39 07/08/96 62.5 9.990 537.00
SB34 10266106759 150,000.00 05/01/96 04/01/11 177.17 07/01/96 47.1 11.450 1,479.72
SB34 10266107017 22,500.00 06/20/96 05/20/11 178.78 06/20/96 56.2 10.250 201.62
SB34 10266107199 119,700.00 07/01/96 06/01/11 179.18 07/01/96 89.9 11.250 1,162.60
SB34 10266107202 144,319.61 07/01/96 06/01/11 179.18 08/01/96 79.9 10.200 1,290.39
SB34 10266107568 148,295.00 06/24/96 05/24/26 358.92 07/24/96 84.9 10.950 1,406.65
SB34 10266107667 87,022.64 06/28/96 05/28/06 119.05 07/28/96 85.6 9.250 1,120.29
SB34 10266107854 64,977.08 05/12/96 04/12/11 177.53 07/12/96 46.4 12.250 681.13
SB34 10266107889 32,550.00 06/22/96 05/22/11 178.85 06/22/96 84.8 10.900 367.92
SB34 10266108112 13,470.52 05/25/96 04/25/11 177.96 07/25/96 90.0 12.100 139.90
SB34 10266108242 144,229.16 06/17/96 05/17/11 178.68 07/17/96 82.5 11.700 1,706.45
SB34 10266108493 79,475.00 06/17/96 05/17/26 358.68 07/17/96 85.0 11.950 814.43
SB34 10266108731 25,000.00 07/01/96 06/01/11 179.18 07/01/96 29.0 13.000 276.55
SB34 10266108827 124,950.00 07/01/96 06/01/11 179.18 07/01/96 85.0 9.650 1,064.35
SB34 10266108893 23,334.88 05/09/96 04/09/11 177.44 07/09/96 85.0 10.350 211.65
SB34 10266108973 143,100.00 06/10/96 05/10/11 178.45 07/10/96 90.0 10.900 1,351.97
SB34 10266109009 99,091.37 06/21/96 05/21/11 178.82 07/21/96 69.4 12.150 1,209.84
SB34 10266109126 24,200.00 07/01/96 06/01/06 119.18 07/01/96 56.6 10.950 332.67
SB34 10266109160 140,000.00 06/06/96 05/06/11 178.32 07/06/96 70.0 10.990 1,332.20
SB34 10266109196 35,696.00 05/23/96 04/23/11 177.90 06/23/96 84.9 12.650 385.13
SB34 10266109381 49,916.56 06/22/96 05/22/26 358.85 07/22/96 60.9 10.450 455.50
SB34 10266109427 17,000.00 06/24/96 05/24/11 178.92 06/24/96 84.8 12.550 210.08
SB34 10266109505 57,600.00 05/19/96 04/19/11 177.76 06/19/96 80.0 14.900 723.72
SB34 10266109598 54,000.00 06/15/96 05/15/16 238.62 07/15/96 89.7 11.150 562.90
SB34 10266109618 64,000.00 06/01/96 05/01/11 178.16 07/01/96 59.5 12.900 702.97
SB34 10266109651 120,600.00 06/01/96 05/01/26 358.16 07/01/96 90.0 10.900 1,139.40
SB34 10266109681 134,920.74 06/25/96 05/25/11 178.95 07/25/96 79.4 9.650 1,149.96
SB34 10266109744 34,918.76 06/17/96 05/17/11 178.68 07/17/96 70.0 9.750 370.78
SB34 10266109791 130,185.00 05/26/96 04/26/26 357.99 06/26/96 89.7 10.650 1,205.48
SB34 10266109813 65,000.00 06/17/96 05/17/11 178.68 07/17/96 63.7 11.450 641.21
SB34 10266109882 29,112.31 04/27/96 03/27/11 177.01 06/27/96 89.9 12.100 351.44
SB34 10266109984 50,000.00 06/28/96 05/28/16 239.05 06/28/96 61.4 12.250 559.28
SB34 10266110000 53,550.00 07/01/96 06/01/11 179.18 07/01/96 85.0 9.500 450.28
SB34 10266110112 50,000.00 06/24/96 05/24/11 178.92 06/24/96 47.6 11.750 592.07
SB34 10266110271 28,259.29 06/08/96 05/08/11 178.39 07/08/96 89.9 12.600 304.23
SB34 10266110319 25,493.72 05/01/96 04/01/11 177.17 07/01/96 62.1 11.690 300.98
SB34 10266110485 131,750.00 06/01/96 05/01/11 178.16 07/01/96 85.0 10.990 1,253.69
SB34 10266110519 18,665.82 06/28/96 05/28/11 179.05 07/28/96 75.3 13.750 246.56
SB34 10266110583 31,000.00 07/01/96 06/01/06 119.18 07/01/96 85.2 10.950 426.15
SB34 10266110606 21,929.49 05/18/96 04/18/11 177.73 07/18/96 76.0 12.500 234.80
SB34 10266110622 39,000.00 07/03/96 06/03/11 179.24 07/03/96 77.1 10.650 434.74
SB34 10266110778 28,000.00 07/01/96 06/01/11 179.18 07/01/96 70.0 9.650 294.92
SB34 10266110779 66,400.00 07/01/96 06/01/26 359.18 07/01/96 80.0 12.600 713.82
SB34 10266110899 91,500.00 06/24/96 05/24/11 178.92 06/24/96 76.2 9.950 799.60
SB34 10266110915 34,031.96 06/06/96 05/06/11 178.32 07/06/96 89.3 11.950 350.47
SB34 10266110920 193,500.00 06/16/96 05/16/26 358.65 06/16/96 90.0 10.900 1,828.14
SB34 10266110939 138,888.56 05/22/96 04/22/11 177.86 07/22/96 84.2 11.300 1,355.33
SB34 10266110949 29,990.84 06/24/96 05/24/11 178.92 07/24/96 84.9 9.850 259.95
SB34 10266110962 20,000.00 07/01/96 06/01/11 179.18 07/01/96 86.3 11.250 230.47
SB34 10266111053 24,945.59 06/28/96 05/28/16 239.05 07/28/96 60.9 11.250 262.31
SB34 10266111451 79,807.87 06/24/96 05/24/16 238.92 07/24/96 51.6 8.400 689.20
SB34 10266111519 72,250.00 06/01/96 05/01/26 358.16 07/01/96 85.0 10.400 655.50
SB34 10266111599 97,600.00 07/01/96 06/01/11 179.18 07/01/96 80.0 12.850 1,068.22
</TABLE>
<PAGE>
Page 2
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule
A division of Superior Bank FSB 1996-2 Class 1 - 1st Subsequent Transfer of Fixed Rate Mortgages - Settlement 6/27/96
Principal
Zip Balance at
Sale ID Account Name Address City State Code Origination
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
SB34 10266111622 GREENLEE EARL W 1247 JUNIPER STREET SHADY SIDE MD 20764 37,000.00
SB34 10266111695 TURNER FAITH E 105 COLLEGE AVENUE SOUTHINGTON CT 06830 72,000.00
SB34 10266111736 CARTER RUSSELL D 1751 WEST 270 SOUTH PROVO UT 84601 19,650.00
SB34 10266111872 KEATING KATHLEEN A 3403 BAY FRONT DRIVE BALDWIN NY 11510 43,500.00
SB34 10266111891 MILLER FRANCES E 329 LONG MEADOW WAY ARNOLD MD 21012 30,000.00
SB34 10266111904 HAROUFF HARLAN D 1805 LOWEN AVE NW SALEM OR 97304 95,120.00
SB34 10266111933 SELTZER EDWARD W 166 TOWD POINT ROAD SOUTHAMPTON NY 11968 90,000.00
SB34 10266111937 ABBOTT CAROL ANN 12 TAMARACK CIRCLE TRUMBULL CT 06611 151,000.00
SB34 10266111965 VOSS ANNA M 13251 S.E. 43RD PLACE BELLEVUE WA 98006 188,300.00
SB34 10266112007 KOECHEL DAVID 8 BREWSTER STREET MILTON NY 12547 67,000.00
SB34 10266112065 MOUNDROS EFFIE 25-17 36TH STREET ASTORIA NY 11103 310,500.00
SB34 10266112066 CALIFANO PAUL 128 COUNTRY CLUB ROAD PORT WASHINGTON NY 11050 300,000.00
SB34 10266112102 LEWIS HARVEY KEN 15233 N 6TH STREET PHOENIX AZ 85022 38,000.00
SB34 10266112151 LEWIS JACOB L 1910 EAST FEDERAL STREET BALTIMORE MD 21213 40,500.00
SB34 10266112168 STRUCK NANCY J 120 SUNSET DRIVE NEW CUMBERLAND PA 17070 45,000.00
SB34 10266112217 SMITH RICHARD L 1572 AKRON ROAD WOOSTER OH 44691 22,400.00
SB34 10266112238 TILLERY RANDCY E 8514 STEVENSWOOD ROAD BALTIMORE MD 21244 16,175.00
SB34 10266112308 WERNER DOUGLAS J 2623 E ROMA AVE #8 PHOENIX AZ 85016 80,000.00
SB34 10266112328 LAMISON HERMAN L JR 82 MILLER ROAD SOUTHAMPTON NY 11968 67,700.00
SB34 10266112369 BARNES NEAL R 541 WEST ELIZABETHTOWN ROAD MANHEIM PA 17545 65,000.00
SB34 10266112416 CHAPMAN MARY E 5302 ELSRODE AVE BALTIMORE MD 21214 18,000.00
SB34 10266112518 MAGYAR MATTHEW P 418 CENTRAL AVENUE SPRING LAKE NJ 07762 35,000.00
SB34 10266112532 MOORE JAMES FRANK JR 510 BAKER ROAD HIGH POINT NC 27263 49,000.00
SB34 10266112565 SLINGER MICHAEL JOHN 2960 SOUTH 2790 EAST SALT LAKE CITY UT 84109 15,000.00
SB34 10266112598 HEBERT EDWARD T JR 1019 EMERY DRIVE PITTSBURGH PA 15227 83,300.00
SB34 10266112731 SONNEVELDT MICHAEL J 3601 WOODHILL DRIVE BRANDON FL 33511 64,000.00
SB34 10266112740 GORDON PATRICIA M 2225 FLORAL HILL DRIVE EUGENE OR 97401 18,750.00
SB34 10266112921 MCCABE PATRICK 3758 WILDWOOD STREET YORKTOWN HEIGHTS NY 10598 26,700.00
SB34 10266112976 GEARY CHARLES P 1580 EAST 1100 SOUTH CLEARFIELD UT 84015 25,000.00
SB34 10266113001 HARNISH ROBIN J 5961 WERTZTOWN ROAD NARVON PA 17555 107,525.00
SB34 10266113016 EIKICHI HARA 341 MAPLE AVENUE ORADELL NJ 07649 231,500.00
SB34 10266113075 GREWE CHRIS 24650 HARRISON MT CLEMENS MI 48045 20,000.00
SB34 10266113113 KISSANE BERNADETTE 205 KNEELAND AVENUE YONKERS NY 10705 24,850.00
SB34 10266113142 LONCHAR CAMI 63 EAST HALLEY LANE CENTRAL ISLIP NY 11722 97,750.00
SB34 10266113170 BRANDON CONNIE M 3328 LEMA DRIVE SPRING HILL FL 34609 17,100.00
SB34 10266113200 OWER HERBERT FREDERICK 1300 GRAMAC DRIVE N FORT MYERS FL 33917 14,000.00
SB34 10266113231 KOHLWES GREG R 13209 42ND AVENUE WEST MUKILTEO WA 98275 33,488.00
SB34 10266113242 CRYSTAL RALPH E 12202 SOUTH BLUFF VIEW DRIVE SANDY UT 84092 156,100.00
SB34 10266113302 PARKER EMMA C 11410 GROVER ROMULUS MI 48174 20,000.00
SB34 10266113403 ROBINSON WAYNE J 5191 DULUTH COURT DENVER CO 80239 26,500.00
SB34 10266113407 ACEDO STEVEN 2909 N WEST PLAZA DRIVE TUCSON AZ 85716 20,351.00
SB34 10266113419 HOLM NOAH 686 NORTH 1050 WEST ST GEORGE UT 84770 12,137.00
SB34 10266113451 KASTL CARL P 414 DE LA VISTA STREET COLORADO SPRINGS CO 80911 35,000.00
SB34 10266113520 INABINET HERBERT DEVAIR 6024 SLIGO MILL ROAD NORTHEAS WASHINGTON DC 20011 25,000.00
SB34 10266113623 KELLY THOMAS J RD1 BOX 109,PENNSYLVANIA TRAF MILLERSTOWN PA 17062 89,250.00
SB34 10266113735 DWYER BRIAN D 468 DEPOT ROAD HUNTINGTON STATION NY 11746 80,000.00
SB34 10266113765 HARTZ LAWRENCE R 3902 60TH STREET N SAINT PETERSBURG FL 33709 82,000.00
SB34 10266113819 VENTAROLA VINCENT 7924 GREYBIRCH TERRACE PORT RICHEY FL 34668 60,000.00
SB34 10266113836 BRASWELL JERRY WILTON 41 FAISON ROAD PRINCETON NC 27569 78,300.00
SB34 10266113898 SMITH KELLIE 13020 RIDGE ROAD LARGO FL 34648 13,800.00
SB34 10266113983 EVANS KELLY R 925 EAST 300 NORTH SPANISH FORK UT 84660 15,000.00
SB34 10266114090 CUMMINGS BONNIE RAY 16649 WEST 144TH PLACE LOCKPORT IL 60441 60,000.00
SB34 10266114171 DAVIS JOE DONALD 34 E. 39TH ST. INDIANAPOLIS IN 46205 156,000.00
SB34 10266114348 VIGIL IRENE V 1605 PIKE AVENUE PUEBLO CO 81001 19,500.00
SB34 10266114351 CORDOVA MARTY A 5586 OAK HEIGHTS COURT SE SALEM OR 97306 34,500.00
SB34 10266114372 TREBLIK JEFFREY L 1547 WEST 81ST PLACE DENVER CO 80221 27,142.00
SB34 10266114392 KING TOM A 1808 SKYLAND DRIVE CLEARWATER FL 34619 34,000.00
SB34 10266114416 JOHNSON JESSE J 1109 NORTH 150 WEST LAYTON UT 84041 11,892.00
SB34 10266114446 CASTELLI FRANK 653 ANGELA LANE TITUSVILLE FL 32780 41,600.00
SB34 10266114456 HICKS ELIZABETH C 16816 BIRWOOD DETROIT MI 48221 24,600.00
SB34 10266114535 FERRANTE LOUIS A 56 GREENFIELD DRIVE BRIDGEPORT CT 06606 40,800.00
SB34 10266114555 FRICCHIONE DARLENE 17 CONWAY STREET RONKONKOMA NY 11779 21,000.00
</TABLE>
<TABLE>
<CAPTION>
Cut-off Date First Original Current Scheduled
Principal Payment Maturity Rem Date LTV Mortgage Payment
Sale ID Account Balance Date Date Term Due Ratio Rate Int & Prin
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SB34 10266111622 36,938.43 06/24/96 05/24/11 178.92 07/24/96 86.4 11.250 426.37
SB34 10266111695 72,000.00 06/08/96 05/08/11 178.39 07/08/96 48.3 9.400 600.17
SB34 10266111736 19,650.00 05/03/96 04/03/11 177.24 07/03/96 84.9 12.940 247.84
SB34 10266111872 43,500.00 05/24/96 04/24/11 177.93 06/24/96 89.5 11.990 521.79
SB34 10266111891 29,911.14 06/17/96 05/17/11 178.68 07/17/96 88.4 10.800 337.22
SB34 10266111904 95,120.00 06/22/96 05/22/11 178.85 07/22/96 80.0 10.150 845.31
SB34 10266111933 90,000.00 06/14/96 05/14/11 178.59 06/14/96 47.7 12.500 960.53
SB34 10266111937 151,000.00 06/07/96 05/07/16 238.36 07/07/96 73.6 10.500 1,507.55
SB34 10266111965 188,300.00 05/25/96 04/25/11 177.96 06/25/96 70.0 11.700 1,893.51
SB34 10266112007 67,000.00 07/01/96 06/01/11 179.18 07/01/96 72.0 11.990 688.65
SB34 10266112065 310,500.00 04/26/96 03/26/11 176.98 06/26/96 90.0 11.350 3,039.37
SB34 10266112066 300,000.00 05/04/96 04/04/11 177.27 07/04/96 60.0 10.490 2,741.98
SB34 10266112102 38,000.00 06/17/96 05/17/11 178.68 07/17/96 89.5 11.400 441.50
SB34 10266112151 40,500.00 06/22/96 05/22/26 358.85 06/22/96 90.0 10.500 370.47
SB34 10266112168 45,000.00 07/01/96 06/01/11 179.18 07/01/96 46.1 11.750 454.23
SB34 10266112217 22,400.00 06/28/96 05/28/11 179.05 06/28/96 89.9 11.750 265.25
SB34 10266112238 16,175.00 06/28/96 05/28/06 119.05 06/28/96 85.0 12.250 234.41
SB34 10266112308 80,000.00 07/01/96 06/01/11 179.18 07/01/96 80.0 10.700 743.78
SB34 10266112328 67,700.00 06/20/96 05/20/11 178.78 07/20/96 89.9 10.950 642.17
SB34 10266112369 65,000.00 06/06/96 05/06/11 178.32 06/06/96 73.2 9.650 684.64
SB34 10266112416 17,871.91 07/04/96 06/04/06 119.28 08/04/96 80.7 12.450 262.95
SB34 10266112518 35,000.00 06/13/96 05/13/11 178.55 06/13/96 79.3 11.950 418.93
SB34 10266112532 49,000.00 06/28/96 05/28/11 179.05 06/28/96 88.0 10.950 555.40
SB34 10266112565 14,974.34 06/02/96 05/02/11 178.19 07/02/96 77.9 11.440 147.86
SB34 10266112598 83,300.00 06/24/96 05/24/11 178.92 06/24/96 70.0 11.700 837.65
SB34 10266112731 64,000.00 06/28/96 05/28/16 239.05 06/28/96 80.0 9.900 613.38
SB34 10266112740 18,750.00 06/28/96 05/28/11 179.05 06/28/96 84.0 10.400 206.10
SB34 10266112921 26,700.00 07/01/96 06/01/11 179.18 07/01/96 89.9 11.400 310.21
SB34 10266112976 24,958.14 06/24/96 05/24/11 178.92 07/24/96 79.7 11.200 287.30
SB34 10266113001 107,525.00 07/01/96 06/01/11 179.18 07/01/96 85.0 11.900 1,283.57
SB34 10266113016 231,500.00 06/23/96 05/23/11 178.88 07/23/96 89.3 11.990 2,379.46
SB34 10266113075 20,000.00 06/28/96 05/28/11 179.05 06/28/96 25.6 11.490 233.51
SB34 10266113113 24,802.17 06/22/96 05/22/11 178.85 07/22/96 85.0 13.300 319.33
SB34 10266113142 97,750.00 06/10/96 05/10/11 178.45 06/10/96 85.0 11.500 968.01
SB34 10266113170 17,100.00 06/28/96 05/28/11 179.05 06/28/96 64.8 11.100 195.43
SB34 10266113200 14,000.00 07/01/96 06/01/11 179.18 07/01/96 73.6 12.100 168.93
SB34 10266113231 33,488.00 06/21/96 05/21/11 178.82 06/21/96 84.5 12.700 362.61
SB34 10266113242 156,100.00 06/06/96 05/06/11 178.32 07/06/96 84.9 11.350 1,528.00
SB34 10266113302 20,000.00 07/01/96 06/01/16 239.18 07/01/96 22.4 13.990 248.56
SB34 10266113403 26,460.46 06/21/96 05/21/11 178.82 07/21/96 88.4 13.750 308.75
SB34 10266113407 20,351.00 07/01/96 06/01/11 179.18 07/01/96 85.0 12.700 220.36
SB34 10266113419 12,113.88 06/09/96 05/09/11 178.42 07/09/96 85.0 13.190 136.06
SB34 10266113451 35,000.00 06/21/96 05/21/11 178.82 06/21/96 65.6 12.500 431.38
SB34 10266113520 25,000.00 06/24/96 05/24/11 178.92 06/24/96 38.9 11.000 284.15
SB34 10266113623 89,250.00 06/17/96 05/17/11 178.68 06/17/96 75.0 10.500 816.40
SB34 10266113735 80,000.00 06/02/96 05/02/11 178.19 07/02/96 80.0 10.590 737.18
SB34 10266113765 81,938.44 06/28/96 05/28/26 359.05 07/28/96 72.5 12.100 849.78
SB34 10266113819 60,000.00 07/01/96 06/01/26 359.18 07/01/96 80.0 12.250 628.74
SB34 10266113836 78,236.57 06/28/96 05/28/26 359.05 07/28/96 90.0 10.450 713.32
SB34 10266113898 13,800.00 07/01/96 06/01/16 239.18 07/01/96 79.9 12.950 161.19
SB34 10266113983 14,999.68 06/21/96 05/21/11 178.82 07/21/96 52.5 12.490 184.78
SB34 10266114090 59,832.38 07/01/96 06/01/16 239.18 08/01/96 86.8 10.490 598.62
SB34 10266114171 155,647.15 06/28/96 05/28/11 179.05 07/28/96 80.0 10.700 1,450.37
SB34 10266114348 19,500.00 06/22/96 05/22/11 178.85 06/22/96 42.3 9.500 203.62
SB34 10266114351 34,500.00 06/20/96 05/20/11 178.78 06/20/96 62.8 11.200 396.47
SB34 10266114372 27,142.00 06/28/96 05/28/11 179.05 06/28/96 85.0 12.250 330.13
SB34 10266114392 34,000.00 07/01/96 06/01/16 239.18 07/01/96 90.0 10.950 349.79
SB34 10266114416 11,886.17 06/01/96 05/01/11 178.16 07/01/96 71.9 14.850 165.22
SB34 10266114446 41,495.30 06/28/96 05/28/11 179.05 07/28/96 65.0 10.350 375.87
SB34 10266114456 24,600.00 06/28/96 05/28/16 239.05 06/28/96 60.0 13.990 305.73
SB34 10266114535 40,800.00 07/01/96 06/01/11 179.18 07/01/96 90.0 11.650 408.71
SB34 10266114555 21,000.00 07/01/96 06/01/11 179.18 07/01/96 62.3 11.600 246.66
</TABLE>
<PAGE>
Page 3
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule
A division of Superior Bank FSB 1996-2 Class 1 - 1st Subsequent Transfer of Fixed Rate Mortgages - Settlement 6/27/96
Principal
Zip Balance at
Sale ID Account Name Address City State Code Origination
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
SB34 10266114556 MARTINEZ JOSEPH A JR 915 WEST CARMEN STREET TEMPE AZ 85283 15,134.00
SB34 10266114561 ADES TIMOTHY H 2853 DELIVERANCE DRIVE COLORADO SPRINGS CO 80918 19,494.00
SB34 10266114587 GALLINA RICHARD F 2255 SOUTH 400 WEST CLEARFIELD UT 84015 13,000.00
SB34 10266114647 POWELL DANNY W 9705 COLEMAN ROAD ROSWELL GA 30075 34,640.00
SB34 10266114672 FLADERMAN MITCHELL S 6126 SOUTH FLOWER STREET LITTLETON CO 80123 35,000.00
SB34 10266114709 BENDIG EDWARD JAMES 7607 PHEASANT ROAD WONDER LAKE IL 60097 55,000.00
SB34 10266114714 HUSSAIN MUSHTAQ 1127 COVE DRIVE-UNIT 157D PROSPECT HEIGHTS IL 60070 39,000.00
SB34 10266114754 LIPSCHUTZ JAMES N 1084 VICTOR LANE BRYN MAWR PA 19010 250,000.00
SB34 10266114814 PERRY THOMAS EDWARD 765 WEST 7900 SOUTH WILLARD UT 84340 24,466.00
SB34 10266114824 DAVIS WAYNE K 6272 SOUTH MEIER DRIVE WEST JORDAN UT 84084 13,720.00
SB34 10266114841 TURIENZO ALBERTO 6909 WEST 30TH LANE HIALEAH FL 33016 10,000.00
SB34 10266114854 REDCAY HAROLD M JR 3206 KITTY LANE MOUNTVILLE PA 17554 97,750.00
SB34 10266114888 RICHARDSON DEENA 4391 SOUTH CHERRY VIEW DRIVE WEST VALLEY CITY UT 84120 20,600.00
SB34 10266114893 BURLINSON JOHN R 23 FIRST STREET MONUMENT CO 80132 14,500.00
SB34 10266114924 DEBELLO THOMAS A 26 WHITE OAK BLVD MECHANICSBURG PA 17055 174,250.00
SB34 10266114950 KUHN RICHARD G 13416 OLD FREDERICK ROAD ROCKY RIDGE MD 21778 57,000.00
SB34 10266114966 SCHWERDT EDWARD A 4 KRISPEN PLACE SETAUKET NY 11733 53,000.00
SB34 10266114978 JENKINS ROBERT G 4606 ROYAL GATE DRIVE WINSTON-SALEM NC 27101 71,100.00
SB34 10266114983 WABEL JULIE A 3431 SOUTH HILLSDALE DRIVE WEST VALLEY CITY UT 84119 87,500.00
SB34 10266114993 SMITH KIRK O 282 SOUTH 660 WEST LEHI UT 84043 33,200.00
SB34 10266115022 KENT GEORGE 1050 NORTH GALLOWAY RD LAKELAND FL 33809 160,000.00
SB34 10266115024 KOLOWICH KAREN E 2235 NORTH SUNSET DRIVE LEHI UT 84043 23,104.00
SB34 10266115109 HANSARD THOMAS C 339 JEFFERSON AVENUE BROOKLYN NY 11216 157,000.00
SB34 10266115117 KRISTON JANICE R 7 CAMEO DRIVE SHELTON CT 06484 99,500.00
SB34 10266115119 LABANCA FRANCINE 7 GROVE ROAD ROCKY POINT NY 11778 15,000.00
SB34 10266115205 CAMPBELL KENNETH P 6424 S PARFET ST LITTLETON CO 80127 47,000.00
SB34 10266115208 DAILEY MIKE J 5149 SOUTH CAPEHART STREET SALT LAKE CITY UT 84118 72,000.00
SB34 10266115238 BACA DAVID R LOT 11 BLK 4 VALLE VERDES EST MILAN NM 87021 16,200.00
SB34 10266115253 LECHUGA JOSEPH M 4829 SOUTH QUINTERO STREET AURORA CO 80015 19,630.00
SB34 10266115300 MCCRAE IVAN 363 KOSCIUSKO STREET BROOKLYN NY 11212 35,000.00
SB34 10266115338 KIM EDWARD 10636 MERRIMAN ROAD CUPERTINO CA 95014 112,000.00
SB34 10266115362 STARK JERROLD A 1110 SUNCREST DRIVE OGDEN UT 84404 13,228.00
SB34 10266115365 MONTOYA MICHAEL PATRICK 4680 WEST MILDRED STREET SALT LAKE CITY UT 84118 68,000.00
SB34 10266115385 BROWN DEBORAH A 3841 NIGHTHAWK DRIVE PALM HARBOR FL 34684 13,000.00
SB34 10266115436 PURNELL RALPH L ROUTE 5 LINCOLN VILLAGE LINCOLN DE 19960 86,400.00
SB34 10266115528 DAVID LEE S 2523 221ST STREET SAUK VILLAGE IL 60411 72,200.00
SB34 10266115596 WEBB SARA L 810 WEST 36TH STREET LOVELAND CO 80538 62,400.00
SB34 10266115604 PETERSON WALTER L JR 16161 GARDENDALE DRIVE TAMPA FL 33624 33,300.00
SB34 10266115693 BROWN EDMUND R 687 VALLEY VIEW DRIVE TOOELE UT 84074 18,500.00
SB34 10266115750 DONOHUE ANN MARIE 29 SCHOOL STREET ENFIELD CT 06082 74,000.00
SB34 10266115861 LANE ZELMA 150-45 LINDEN BOULEVARD JAMAICA NY 11434 70,000.00
SB34 10266115867 MICHEL JEAN JOSEPH 667 EAST 91ST STREET BROOKLYN NY 11236 130,000.00
SB34 10266116029 HAYFORD JOHN K 4720 BALSAM DRIVE LAND O' LAKES FL 34639 21,700.00
SB34 10266116100 BEASLEY JOSEPH H 2044 MT VERNON CIRCLE HARRISBURG PA 17110 34,000.00
SB34 10266116125 MCCAULEY DANIEL H 4341 CLOUDVIEW DR S SALEM OR 97302 43,000.00
SB34 10266116195 ERICKSON BOBBI JO 2036 WEST 7000 SOUTH WEST JORDAN UT 84084 32,000.00
SB34 10266116274 PLUMMER ROBERT A 175 JOYCE STREET SAFETY HARBOR FL 34695 12,200.00
SB34 10266116322 DEMAR RAYMOND H 9626 GLEN MOOR LANE PORT RICHEY FL 34668 38,400.00
SB34 10266116323 HARRIS DAVID C 1643 MARGARET STREET DELAND FL 32720 38,000.00
SB34 10266116324 SAGGESE EMELIA 13 HARNESS LANE LEVITTOWN NY 11756 36,800.00
SB34 10266116368 TOLER C JULIE 6000 FAUNA LANE APOLLO BEACH FL 33572 17,900.00
SB34 10266116371 LILICK STEPHEN D 568 A STREET KING OF PRUSSIA PA 19406 87,000.00
SB34 10266116928 TEPPER MARC J 484 SATINWOOD TERRACE BUFFALO GROVE IL 60089 53,900.00
SB34 10266117058 JENSE GARY W 717 WEST LAVA POINTE DRIVE ST GEORGE UT 84770 125,800.00
SB34 10266117078 MARCANO PEDRO 420 N GROSSE AVENUE TARPON SPRINGS FL 34689 31,000.00
SB34 10266117270 STULL DONNA J 4607 BONNER MC HENRY IL 60050 90,000.00
SB34 10266117407 SEELEY DONALD 81 BROWER ROAD NORTH BEND OH 45052 15,000.00
SB34 10266117716 MARKOSKI TRAJKA T 2829 N. NAGLE CHICAGO IL 60634 89,000.00
SB34 10266117777 EDWARDS EARL R 3809 MACK AVENUE CLEVELAND OH 44109 30,600.00
SB34 10266117845 BERKOS EMANUEL 3925 SOUTH SCOVILLE AVE STICKNEY IL 60402 100,000.00
SB34 10266117885 HECKER ALLEN K 1351 BENNETT ROAD MADISON OH 44057 65,400.00
SB34 10266117986 BULLOCK PATRICK L 992 ARROWWOOD DRIVE CARMEL IN 46033 97,600.00
</TABLE>
<TABLE>
<CAPTION>
Cut-off Date First Original Current Scheduled
Principal Payment Maturity Rem Date LTV Mortgage Payment
Sale ID Account Balance Date Date Term Due Ratio Rate Int & Prin
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SB34 10266114556 15,134.00 07/01/96 06/01/11 179.18 07/01/96 79.9 13.990 201.44
SB34 10266114561 19,494.00 07/01/96 06/01/11 179.18 07/01/96 72.0 13.750 256.34
SB34 10266114587 12,266.98 06/01/96 05/01/11 178.16 08/01/96 86.5 11.940 155.52
SB34 10266114647 34,572.88 06/28/96 05/28/16 239.05 07/28/96 89.9 10.500 345.84
SB34 10266114672 35,000.00 06/24/96 05/24/11 178.92 06/24/96 79.6 11.200 402.22
SB34 10266114709 55,000.00 07/01/96 06/01/11 179.18 07/01/96 61.7 9.740 472.13
SB34 10266114714 39,000.00 07/01/96 06/01/16 239.18 07/01/96 59.9 13.990 484.69
SB34 10266114754 250,000.00 06/08/96 05/08/11 178.39 07/08/96 66.4 10.550 2,771.25
SB34 10266114814 24,466.00 06/01/96 05/01/11 178.16 07/01/96 84.7 13.190 312.62
SB34 10266114824 13,719.10 06/03/96 05/03/11 178.22 07/03/96 77.8 14.850 190.62
SB34 10266114841 10,000.00 07/01/96 06/01/11 179.18 07/01/96 78.0 11.050 113.97
SB34 10266114854 97,750.00 06/28/96 05/28/26 359.05 06/28/96 85.0 11.990 1,004.72
SB34 10266114888 20,600.00 06/28/96 05/28/11 179.05 06/28/96 84.8 12.700 256.59
SB34 10266114893 14,500.00 06/28/96 05/28/11 179.05 06/28/96 66.4 11.450 168.93
SB34 10266114924 174,072.96 06/20/96 05/20/16 238.78 07/20/96 85.0 9.400 1,612.88
SB34 10266114950 56,852.40 06/23/96 05/23/11 178.88 07/23/96 86.9 11.250 656.84
SB34 10266114966 53,000.00 06/22/96 05/22/11 178.85 06/22/96 89.1 12.600 656.69
SB34 10266114978 71,100.00 07/01/96 06/01/11 179.18 07/01/96 90.0 10.990 676.56
SB34 10266114983 87,379.30 06/24/96 05/24/26 358.92 07/24/96 70.0 10.250 784.09
SB34 10266114993 33,161.44 06/21/96 05/21/11 178.82 07/21/96 89.8 11.250 322.46
SB34 10266115022 160,000.00 06/20/96 05/20/26 358.78 07/20/96 80.0 10.450 1,457.61
SB34 10266115024 23,104.00 06/01/96 05/01/11 178.16 07/01/96 87.6 12.350 282.51
SB34 10266115109 157,000.00 06/28/96 05/28/11 179.05 06/28/96 84.8 9.650 1,653.67
SB34 10266115117 99,500.00 06/24/96 05/24/11 178.92 06/24/96 54.9 10.650 921.34
SB34 10266115119 15,000.00 07/01/96 06/01/16 239.18 07/01/96 71.6 12.490 170.32
SB34 10266115205 47,000.00 06/20/96 05/20/11 178.78 06/20/96 83.1 12.450 499.79
SB34 10266115208 72,000.00 06/21/96 05/21/11 178.82 07/21/96 78.2 9.900 626.54
SB34 10266115238 16,200.00 06/28/96 05/28/11 179.05 06/28/96 84.8 11.400 159.19
SB34 10266115253 19,630.00 06/24/96 05/24/11 178.92 06/24/96 84.9 12.250 238.76
SB34 10266115300 34,937.44 06/22/96 05/22/11 178.85 07/22/96 43.3 9.750 370.78
SB34 10266115338 112,000.00 06/20/96 05/20/11 178.78 06/20/96 79.8 13.600 1,291.68
SB34 10266115362 13,228.00 06/06/96 05/06/11 178.32 06/06/96 89.8 12.840 165.98
SB34 10266115365 68,000.00 06/06/96 05/06/26 358.32 07/06/96 89.9 9.500 571.78
SB34 10266115385 13,000.00 07/01/96 06/01/11 179.18 07/01/96 84.7 12.000 156.02
SB34 10266115436 86,400.00 06/13/96 05/13/26 358.55 07/13/96 90.0 11.300 842.45
SB34 10266115528 72,200.00 07/01/96 06/01/16 239.18 07/01/96 84.9 9.250 661.26
SB34 10266115596 62,400.00 06/21/96 05/21/11 178.82 06/21/96 79.9 12.550 668.39
SB34 10266115604 33,300.00 06/24/96 05/24/16 238.92 06/24/96 79.6 12.950 388.95
SB34 10266115693 18,465.28 06/07/96 05/07/11 178.36 07/07/96 66.0 13.600 241.42
SB34 10266115750 74,000.00 07/01/96 06/01/11 179.18 07/01/96 75.7 12.250 900.06
SB34 10266115861 70,000.00 07/01/96 06/01/16 239.18 07/01/96 63.6 9.200 638.84
SB34 10266115867 129,858.81 06/21/96 05/21/11 178.82 07/21/96 61.9 12.650 1,402.59
SB34 10266116029 21,700.00 07/01/96 06/01/11 179.18 07/01/96 87.6 10.500 198.50
SB34 10266116100 34,000.00 07/01/96 06/01/11 179.18 07/01/96 85.5 10.400 373.73
SB34 10266116125 43,000.00 06/22/96 05/22/11 178.85 06/22/96 84.9 10.000 462.08
SB34 10266116195 32,000.00 07/01/96 06/01/11 179.18 07/01/96 76.2 11.200 309.59
SB34 10266116274 12,200.00 07/01/96 06/01/11 179.18 07/01/96 89.9 11.250 140.59
SB34 10266116322 38,316.95 03/20/96 02/20/11 175.82 06/20/96 80.0 12.100 397.95
SB34 10266116323 35,645.47 03/22/96 02/22/11 175.89 07/22/96 80.0 8.750 298.95
SB34 10266116324 36,800.00 07/01/96 06/01/11 179.18 07/01/96 89.8 11.000 418.27
SB34 10266116368 17,900.00 07/01/96 06/01/16 239.18 07/01/96 37.2 10.850 182.94
SB34 10266116371 87,000.00 07/01/96 06/01/11 179.18 07/01/96 73.7 10.500 795.82
SB34 10266116928 53,900.00 07/01/96 06/01/16 239.18 07/01/96 89.9 11.000 556.35
SB34 10266117058 125,800.00 06/22/96 05/22/26 358.85 06/22/96 85.0 12.950 1,386.68
SB34 10266117078 31,000.00 07/01/96 06/01/16 239.18 07/01/96 89.1 11.650 333.80
SB34 10266117270 89,608.29 06/24/96 05/24/11 178.92 07/24/96 72.5 9.650 766.64
SB34 10266117407 15,000.00 06/28/96 05/28/11 179.05 06/28/96 42.5 13.990 199.66
SB34 10266117716 89,000.00 06/28/96 05/28/16 239.05 06/28/96 78.2 13.350 1,064.97
SB34 10266117777 30,513.49 07/01/96 06/01/16 239.18 08/01/96 85.0 9.250 280.26
SB34 10266117845 100,000.00 07/01/96 06/01/16 239.18 07/01/96 80.0 10.500 998.38
SB34 10266117885 65,400.00 07/01/96 06/01/16 239.18 07/01/96 89.9 11.000 675.05
SB34 10266117986 97,600.00 07/01/96 06/01/16 239.18 07/01/96 84.9 12.200 1,088.30
</TABLE>
<PAGE>
Page 4
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule
A division of Superior Bank FSB 1996-2 Class 1 - 1st Subsequent Transfer of Fixed Rate Mortgages - Settlement 6/27/96
Principal
Zip Balance at
Sale ID Account Name Address City State Code Origination
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
SB34 10266118058 BORG CALVIN A 530 TORRINGTON ROAD LITCHFIELD CT 06759 42,000.00
SB34 10266118198 MILLER ROBERT S 8860 NORTH SILVER SPUR ROAD PARK CITY UT 84098 208,000.00
SB34 10266118484 SWENSON PATRICIA N 3730 SOUTH SAGE BROOK CIRCLE SALT LAKE CITY UT 84044 96,900.00
SB34 10266118526 HOSTETLER F ANDREW 415 SECOND ST NEW CUMBERLAND PA 17070 59,415.00
SB34 10266118945 CHAVEZ RICARDO 5427 SOUTH MAPLEWOOD CHICAGO IL 60632 114,000.00
SB34 10266119061 GOLDSTEIN COREY 450 S. JACKSON ST WAUKEGAN IL 60085 61,700.00
--------------------------------------- --------------
192 Sale Total 12,497,512.00
</TABLE>
<TABLE>
<CAPTION>
Cut-off Date First Original Current Scheduled
Principal Payment Maturity Rem Date LTV Mortgage Payment
Sale ID Account Balance Date Date Term Due Ratio Rate Int & Prin
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SB34 10266118058 42,000.00 07/07/96 06/07/11 179.38 07/07/96 77.4 11.000 399.98
SB34 10266118198 208,000.00 06/28/96 05/28/11 179.05 06/28/96 84.9 12.700 2,252.22
SB34 10266118484 96,900.00 07/01/96 06/01/26 359.18 07/01/96 85.0 10.900 915.49
SB34 10266118526 59,415.00 07/01/96 06/01/11 179.18 07/01/96 85.0 9.250 488.79
SB34 10266118945 114,000.00 07/01/96 06/01/26 359.18 07/01/96 77.5 9.500 958.57
SB34 10266119061 61,700.00 07/01/96 06/01/16 239.18 07/01/96 64.9 10.750 626.40
------------- ---------- ------------------------------------
12,488,044.63 214.35 77.7 11.180 127,382.64
</TABLE>
<PAGE>
Page 5
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule
A division of Superior Bank FSB 1996-2 Class 1 - 1st Subsequent Transfer of Fixed Rate Mortgages - Settlement 6/27/96
Principal
Zip Balance at
Sale ID Account Name Address City State Code Origination
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
SB35 10266103281 BIGLER MARSHALL S 264 ANITA AVENUE PITTSBURGH PA 15217 136,500.00
SB35 10266104388 GENNELLO BRIAN D 3319 ROUTE 47 MILLVILLE NJ 08332 57,750.00
SB35 10266105547 ROLLE DAVID S 88 CASTLE ROAD NEW CASTLE NY 10514 63,400.00
SB35 10266106313 LAROSA LAURA R 9 BROADWAY LATHAM NY 12110 85,200.00
SB35 10266106598 DAY GEORGE E 20 MOUNTAINVIEW AVENUE STAATSBURG NY 12580 73,950.00
SB35 10266106602 MEDINA RUDOLPH E 2752 CARMEL CT COLORADO SPRINGS CO 80910 39,041.00
SB35 10266106666 SUBBY RICHARD J 3207 WEST 112TH STREET CLEVELAND OH 44111 20,000.00
SB35 10266106715 WATTS ERVIN A 5627 SOUTH MARYLAND AVENUE CHICAGO IL 60637 86,000.00
SB35 10266106727 WREST MICHAEL D 66 LEWIS STREET BUFFALO NY 14206 46,800.00
SB35 10266107072 SCOUMIS WILLIAM A 3754 PETNER DRIVE ALLISON PARK PA 15010 90,000.00
SB35 10266107499 PHILLIPS KENNETH J 5315 LINDFORD AVENUE N E CANTON OH 44705 47,600.00
SB35 10266107594 KOURY SELEAN T JR 5 PARK AVENUE ONEONTA NY 13820 17,500.00
SB35 10266107680 DEEBLE STEPHEN L 21 NEPTUNE DR. JOPPATOWNE MD 21085 26,250.00
SB35 10266108092 CARSON WILLIAM K RT #3 BOX 92 J SEAFORD DE 19973 23,800.00
SB35 10266108154 WRIGHT WAYNE M SR 2168 SABLE CHASE DRIVE COLORADO SPRINGS CO 80920 36,710.00
SB35 10266108324 COYLE GREGORY M 840 VANCOUVER ROAD SE RIO RANCHO NM 87124 83,300.00
SB35 10266108770 HENDERSON CHRISTOPHER 189 WHEELER AVNEUE BRIDGEPORT CT 06606 45,000.00
SB35 10266108867 MINGIONE VICTORIA G 46 BLEVINS AVENUE MIDDLETOWN NJ 07748 12,000.00
SB35 10266109050 HOMIS WILLIAM J JR 6844 SE MOSCATO COURT HILLSBORO OR 97123 40,000.00
SB35 10266109507 JOBES HELEN M 230 FAIRFIELD AVENUE WATERBURY CT 06708 26,700.00
SB35 10266109666 CLAIR EILEEN J SAINT 406 EAST BEACH AVENUE BRIGANTINE NJ 08203 58,000.00
SB35 10266109766 HATCHETT JESSIE MAE 10450 S. KING DRIVE CHICAGO IL 60628 34,000.00
SB35 10266109845 JACKSON LONNIE GENE 2586 VALLEY DRIVE LANCASTER PA 17603 114,750.00
SB35 10266110487 LAKE CHAD R 30 SOUTH CENTER EMERY UT 84522 38,700.00
SB35 10266110518 AYALA ANGELA F 631 SE FORD ST MCMINNVILLE OR 97128 93,500.00
SB35 10266110531 DONNEGAN HAROLD 836 E 89TH PLACE CHICAGO IL 60619 69,700.00
SB35 10266110611 DICHELLO STEPHEN G 55 HELLSTROM ROAD EAST HAVEN CT 06512 62,000.00
SB35 10266110643 DEBENEDETTO RONALD 29 CLINTON DRIVE WASHINGTONVILLE NY 10992 142,000.00
SB35 10266110786 MANNING BONNIE L 422 NORTH EAST AVENUE BALTIMORE MD 21224 54,000.00
SB35 10266110804 LAWSON MICHAEL W 855 ROUTE 146A CLIFTON PARK NY 12065 22,000.00
SB35 10266110840 EUGENE EUGENIE 3816 AVENUE H BROOKLYN NY 11210 99,000.00
SB35 10266110938 NAZZARESE DONNA M 21 ROCK LEDGE ROAD HAWTHORNE NJ 07506 340,000.00
SB35 10266110940 HEIL DENNIS J 826 WEST 35TH STREET BALTIMORE MD 21211 17,200.00
SB35 10266111056 PENNACCHIA ANTHONY H 1315 PINE GROVE AVENUE ROSEDALE MD 21237 67,000.00
SB35 10266111140 CASSEL ROBERT I 314 SOUTH SPRING GARDEN STREE CARLISLE PA 17013 72,900.00
SB35 10266111145 ZIGMAN IRA 14 NORTHERN PARKWAY EAST PLAINVIEW NY 11803 27,775.00
SB35 10266111385 GUIGLIANO ANGELO 209 CORNWALL MEADOWS PATTERSON NY 12563 131,750.00
SB35 10266111440 HUNTER ROBERT E JR 12450 NORTHEAST DOUGLAS DRIVE KINGSTON WA 98346 24,525.00
SB35 10266111475 HUNTE FLORENCE 165-12 144TH AVENUE SPRINGFIELD GARDENS NY 11434 96,000.00
SB35 10266111538 BULLOCK KENNETH L 6 176TH AVENUE EAST SUMNER WA 98390 62,500.00
SB35 10266111613 JACKSON WOODS CARLA 18712 WISCONSIN DETROIT MI 48221 72,000.00
SB35 10266111635 LASALA DONALD J RR#1 BOX 284 B5A EFFORT PA 18330 12,000.00
SB35 10266111647 AUBRY STEVEN E 2348 QUAKER CHURCH ROAD YORKTOWN HEIGHTS NY 10598 56,285.00
SB35 10266111724 JALLOH RABIATOU N 466 EAST 28TH STREET BROOKLYN NY 11226 96,000.00
SB35 10266111775 ROBINSON ROGER L 2102 QUINCY AVENUE OGDEN UT 84401 59,200.00
SB35 10266111899 ACEVEDO NELSON 18 BROOKSIDE ROAD NEW PALTZ NY 12561 30,000.00
SB35 10266111901 HORNER DAVID LEE 1695 VERDE DRIVE WICKENBURG AZ 85390 25,500.00
SB35 10266112101 KING ANTHONY 9208 PALOMAS NE ALBUQUERQUE NM 87109 217,850.00
SB35 10266112118 GENSHEIMER JEFFREY A 1031 JACKSON STREET EASTON PA 18042 91,500.00
SB35 10266112128 KEENEN GEORGE C 30 TURNBRIDGE DRIVE LANCASTER PA 17603 81,250.00
SB35 10266112192 KIFFE MICHAEL 49729 SAUK PRAIRIE ROAD DARRINGTON WA 98241 30,300.00
SB35 10266112243 VACCARO JOSEPH L 1134 BOULEVARD NEW MILFORD NJ 07646 27,800.00
SB35 10266112281 MARICA NICHOLAS P 891 BROADFIELD DRIVE NEWARK DE 19713 11,000.00
SB35 10266112294 SMITH JAMES JOSEPH 160 FAIRVIEW LANE WILLIAMSTOWN PA 17098 51,000.00
SB35 10266112662 GIAMBANCO SALVATORE 651 PENINSULA BOULEVARD WOODMERE NY 11598 21,425.00
SB35 10266112726 CONFEITEIRO VICTOR 218 WARBURTON AVENUE YONKERS NY 10701 91,000.00
SB35 10266112763 BANNER JOSEPH 4065 WEST 5950 SOUTH ROY UT 84067 19,927.00
SB35 10266112818 DEITLAF H LEON 941 EAST 830 SOUTH PLEASANT GROVE UT 84062 32,000.00
SB35 10266112996 POWELL GERTRUDE 1225 MONROE AVENUE ASBURY PARK NJ 07712 42,500.00
SB35 10266113003 HUDDLESTON DAVID G 2655 NORTH 1450 EAST LAYTON UT 84040 37,483.00
SB35 10266113018 CONOCCHIA ROBERT 151 CONOCCHIA LANE HARWICK PA 15049 55,250.00
SB35 10266113174 BRIETENBAUCH JAMES R 1742 RIVER ROCK DRIVE NE KEIZER OR 97303 93,500.00
</TABLE>
<TABLE>
<CAPTION>
Cut-off Date First Original Current Scheduled
Principal Payment Maturity Rem Date LTV Mortgage Payment
Sale ID Account Balance Date Date Term Due Ratio Rate Int & Prin
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SB35 10266103281 136,500.00 04/19/96 03/19/11 176.75 06/19/96 70.0 12.050 1,409.31
SB35 10266104388 57,588.98 05/17/96 04/17/11 177.70 07/17/96 55.0 12.400 708.03
SB35 10266105547 63,400.00 06/16/96 05/16/11 178.65 06/16/96 84.7 12.500 676.64
SB35 10266106313 85,200.00 07/01/96 06/01/26 359.18 07/01/96 80.0 11.950 873.10
SB35 10266106598 73,950.00 07/04/96 06/04/11 179.28 07/04/96 85.0 11.240 717.69
SB35 10266106602 39,041.00 07/01/96 06/01/11 179.18 07/01/96 79.7 13.500 447.18
SB35 10266106666 20,000.00 07/03/96 06/03/11 179.24 07/03/96 53.1 11.000 227.32
SB35 10266106715 86,000.00 07/05/96 06/05/11 179.31 07/05/96 47.7 10.100 929.43
SB35 10266106727 46,800.00 06/07/96 05/07/26 358.36 07/07/96 90.0 10.650 433.36
SB35 10266107072 90,000.00 07/04/96 06/04/11 179.28 07/04/96 75.0 11.500 891.26
SB35 10266107499 47,600.00 07/01/96 06/01/11 179.18 07/01/96 79.9 10.490 525.87
SB35 10266107594 17,500.00 07/03/96 06/03/06 119.24 07/03/96 19.2 8.150 213.71
SB35 10266107680 26,131.92 05/15/96 04/15/11 177.63 07/15/96 85.0 11.990 314.88
SB35 10266108092 23,716.26 06/22/96 05/22/11 178.85 07/22/96 86.9 11.150 272.76
SB35 10266108154 36,692.80 05/16/96 04/16/16 237.67 07/16/96 81.9 11.740 397.57
SB35 10266108324 83,300.00 06/21/96 05/21/11 178.82 06/21/96 85.0 9.900 724.87
SB35 10266108770 45,000.00 06/09/96 05/09/26 358.42 07/09/96 75.0 11.450 443.92
SB35 10266108867 12,000.00 06/03/96 05/03/06 118.22 06/03/96 58.1 11.950 171.82
SB35 10266109050 40,000.00 07/01/96 06/01/11 179.18 07/01/96 86.0 11.650 400.70
SB35 10266109507 26,629.93 06/13/96 05/13/11 178.55 07/13/96 89.4 12.350 326.48
SB35 10266109666 57,886.22 06/24/96 05/24/11 178.92 07/24/96 77.9 10.450 528.38
SB35 10266109766 34,000.00 07/12/96 06/12/16 239.54 07/12/96 55.5 11.750 368.46
SB35 10266109845 114,516.49 06/03/96 05/03/11 178.22 07/03/96 85.0 9.800 1,219.11
SB35 10266110487 38,700.00 07/01/96 06/01/11 179.18 07/01/96 82.3 10.500 354.00
SB35 10266110518 93,500.00 07/01/96 06/01/11 179.18 07/01/96 85.0 12.200 976.17
SB35 10266110531 69,700.00 07/11/96 06/11/11 179.51 07/11/96 85.0 11.500 814.23
SB35 10266110611 62,000.00 07/01/96 06/01/26 359.18 07/01/96 80.0 9.750 532.68
SB35 10266110643 142,000.00 06/01/96 05/01/11 178.16 07/01/96 69.9 11.500 1,406.21
SB35 10266110786 54,000.00 07/04/96 06/04/26 359.28 07/04/96 90.0 10.900 510.18
SB35 10266110804 22,000.00 07/05/96 06/05/11 179.31 07/05/96 89.7 11.400 255.60
SB35 10266110840 99,000.00 06/13/96 05/13/26 358.55 07/13/96 90.0 11.850 1,006.91
SB35 10266110938 340,000.00 06/13/96 05/13/26 358.55 07/13/96 85.0 11.700 3,418.97
SB35 10266110940 17,200.00 07/11/96 06/11/11 179.51 07/11/96 89.6 11.400 199.84
SB35 10266111056 67,000.00 07/03/96 06/03/11 179.24 07/03/96 68.4 10.950 759.42
SB35 10266111140 72,879.73 06/24/96 05/24/26 358.92 07/24/96 90.0 10.050 642.44
SB35 10266111145 27,775.00 06/23/96 05/23/11 178.88 06/23/96 79.9 10.390 305.13
SB35 10266111385 131,750.00 06/24/96 05/24/26 358.92 06/24/96 87.8 10.650 1,219.97
SB35 10266111440 24,525.00 07/01/96 06/01/11 179.18 07/01/96 90.0 11.900 292.77
SB35 10266111475 96,000.00 07/04/96 06/04/11 179.28 07/04/96 80.0 10.200 856.69
SB35 10266111538 62,500.00 07/01/96 06/01/11 179.18 07/01/96 88.7 11.900 746.09
SB35 10266111613 72,000.00 07/01/96 06/01/16 239.18 07/01/96 84.7 8.990 647.34
SB35 10266111635 12,000.00 06/23/96 05/23/06 118.88 06/23/96 88.0 12.250 173.90
SB35 10266111647 56,223.76 06/13/96 05/13/11 178.55 07/13/96 84.9 12.790 613.40
SB35 10266111724 96,000.00 06/20/96 05/20/26 358.78 06/20/96 80.0 11.950 983.77
SB35 10266111775 59,200.00 06/14/96 05/14/26 358.59 07/14/96 80.0 14.850 741.45
SB35 10266111899 29,988.66 06/22/96 05/22/16 238.85 07/22/96 59.8 11.000 309.66
SB35 10266111901 25,500.00 07/01/96 06/01/11 179.18 07/01/96 89.6 11.250 293.85
SB35 10266112101 217,850.00 07/01/96 06/01/26 359.18 07/01/96 84.9 10.750 2,033.59
SB35 10266112118 91,500.00 07/10/96 06/10/11 179.47 07/10/96 75.0 10.800 1,028.52
SB35 10266112128 81,250.00 06/01/96 05/01/11 178.16 07/01/96 65.0 12.950 895.61
SB35 10266112192 30,300.00 07/01/96 06/01/11 179.18 07/01/96 88.7 11.250 294.29
SB35 10266112243 27,800.00 07/04/96 06/04/26 359.28 07/04/96 80.0 13.100 309.70
SB35 10266112281 10,911.52 02/18/96 01/18/11 174.74 07/18/96 88.6 12.650 136.65
SB35 10266112294 51,000.00 07/06/96 06/06/11 179.34 07/06/96 89.3 11.050 487.61
SB35 10266112662 21,425.00 07/01/96 06/01/11 179.18 07/01/96 72.6 12.300 261.29
SB35 10266112726 91,000.00 06/23/96 05/23/26 358.88 06/23/96 70.0 10.340 821.55
SB35 10266112763 19,927.00 05/17/96 04/17/11 177.70 06/17/96 84.5 12.940 251.34
SB35 10266112818 31,924.58 06/24/96 05/24/11 178.92 07/24/96 83.2 11.250 310.80
SB35 10266112996 42,500.00 07/05/96 06/05/11 179.31 07/05/96 85.0 9.900 369.83
SB35 10266113003 37,429.70 06/15/96 05/15/11 178.62 07/15/96 89.8 12.340 395.39
SB35 10266113018 55,250.00 07/01/96 06/01/16 239.18 07/01/96 85.0 12.200 616.07
SB35 10266113174 93,500.00 07/01/96 06/01/11 179.18 07/01/96 85.0 9.600 793.03
</TABLE>
<PAGE>
Page 6
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule
A division of Superior Bank FSB 1996-2 Class 1 - 1st Subsequent Transfer of Fixed Rate Mortgages - Settlement 6/27/96
Principal
Zip Balance at
Sale ID Account Name Address City State Code Origination
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
SB35 10266113214 SAXON SIDNEY THOMAS 5865 MAGNOLIA DRIVE AUSTELL GA 30001 52,275.00
SB35 10266113245 AMADOR RICHARD 442 SOUTH ELIOT STREET DENVER CO 80219 13,709.00
SB35 10266113247 PETRONZI GARY 585 BROADWAY BETHPAGE NY 11714 71,000.00
SB35 10266113332 HUMPHREY CHARLES R 22315 BERRY DRIVE ROCKY RIVER OH 44116 154,000.00
SB35 10266113379 SKARWECKI PATRICIA S 7234 S PLATTE CANYON DR LITTLETON CO 80123 29,600.00
SB35 10266113397 BIELICKI IRELLA 182 CROCUS COURT QUAKERTOWN PA 18951 64,000.00
SB35 10266113423 ESTEP RONALD D 27 WILSON DRIVE OGDENSBURG NJ 07439 103,000.00
SB35 10266113430 BOWDEN SCOTT B 2188 EAST JENNIFER DRIVE OGDEN UT 84403 11,000.00
SB35 10266113466 SYED VAKAR H 24 PEMBROKE TERRACE BELLE MEAD NJ 08502 56,000.00
SB35 10266113779 ARENA KAREN A 4 COVENTRY LANE BEACON FALLS CT 06043 46,584.00
SB35 10266113884 DAUBMAN ARTHUR M 32 HARRIET PLACE MASSAPEQUA NY 11758 44,710.00
SB35 10266113888 FRANGAKIS NICKOLAOS 21 ARCADIA PLACE VINELAND NJ 08360 76,500.00
SB35 10266113919 HALSTEAD WALTER 1448 EAST 700 SOUTH PROVO UT 84606 64,200.00
SB35 10266113941 SEE LLOYD WILLARD 29796 BUFFALO PARK ROAD EVERGREEN CO 80439 80,000.00
SB35 10266113969 KLINE DEBRA J 2495 SOUTH MONROE STREET DENVER CO 80210 18,554.00
SB35 10266113985 DEMPSEY PATRICK 6175 JORDAN STREET NORTH PORT FL 34287 25,000.00
SB35 10266114011 YAHN JAYNE 454 ORIOLE STREET PHILADELPHIA PA 19128 42,000.00
SB35 10266114025 HENDERSON MICHAEL L 998 NORTH 1100 WEST FARMINGTON UT 84025 12,600.00
SB35 10266114240 JOYCE FRED ANTHONY 2614 ANDROMEDA DRIVE COLORADO SPRINGS CO 80906 86,600.00
SB35 10266114270 SCHULZE BONNIE L 9 GEORGE STREET DANBURY CT 06810 78,200.00
SB35 10266114354 MOUNT GARY W 7800 RICHLANDTOWN ROAD QUAKERTOWN PA 18951 30,100.00
SB35 10266114363 TARADINE THOMAS N 42 SETH DEN ROAD OXFORD CT 06478 30,000.00
SB35 10266114377 DAY ROBERT A 159 LAKELAND ROAD EDINBURG NY 12134 55,250.00
SB35 10266114407 SHONKA MICHAEL L 2082 S RICHFIELD ST AURORA CO 80013 34,375.00
SB35 10266114433 ALEXANDER DANNY D 611 SOUTHWEST 141ST STREET SEATTLE WA 98166 22,315.00
SB35 10266114434 CREUTZBERGER CATHY 13 WILLYN ROAD BLUE POINT NY 11715 56,600.00
SB35 10266114611 WOOD RONALD R JR 63 BOSSLER ROAD ELIZABETHTOWN PA 17022 10,400.00
SB35 10266114650 HAYES JOHN 2061 SOUTH RICHFIELD STREET AURORA CO 80013 87,550.00
SB35 10266114711 DAVIS PAUL SR 7548 SOUTH EVANS CHICAGO IL 60619 65,400.00
SB35 10266114723 HOLCOMB BILLY RAY 1237 NORTH MASON AVENUE CHICAGO IL 60651 51,100.00
SB35 10266114736 KESCH FREDERICK M 48 BEATRICE LANE OLD BETHPAGE NY 11804 84,000.00
SB35 10266114777 RODGERS JOHN FRANCIS 399 10TH STREET BROOKLYN NY 11215 150,600.00
SB35 10266114798 BENTON LARRY L 38 PEACHTREE AVENUE ATLANTA GA 30305 81,000.00
SB35 10266114817 RUFF CARIE 9876 SOUTH SUNFLOWER LANE SANDY UT 84094 17,400.00
SB35 10266114840 MERCADO INEXSELCYS 1309 E CARACAS STREET TAMPA FL 33603 14,000.00
SB35 10266114877 MCLAUGHLIN JACQUELYN 1172 PRINCESS AVENUE CAMDEN NJ 08103 37,100.00
SB35 10266114940 HARTUNG BRANT E 301 N 10 TH STREET ALLENTOWN PA 18102 35,000.00
SB35 10266114951 MCKIBBEN CARMEN 22-46 31ST STREET ASTORIA NY 11103 249,000.00
SB35 10266114957 RIO AMY 12 OLD MIDDLETOWN AVENUE EAST HAMPTON CT 06424 24,500.00
SB35 10266114973 SALAHAT RAMSEY 702 JOLLY AVENUE SOUTH N" CLARKSTON GA 30021 109,200.00
SB35 10266114977 KEY BOBBY 2895 46TH STREET SOUTHWEST NAPLES FL 33999 18,300.00
SB35 10266115044 CUNICO DEAN A 6163 ROADRUNNER LOOP NE RIO RANCHO NM 87124 77,000.00
SB35 10266115105 MATTHEWS JONATHON W JR 20 CANDLE HILL ROAD NEW FAIRFIELD CT 06812 26,000.00
SB35 10266115169 OSBORNE PATRICK W 44214 SOUTHEAST 142ND STREET NORTH BEND WA 98045 24,658.00
SB35 10266115192 MATTEO THOMAS J JR 12-14 148TH STREET WHITESTONE NY 11357 49,300.00
SB35 10266115220 FREY TYLEN J 2992 SOUTH IVORY COURT AURORA CO 80013 20,930.00
SB35 10266115222 APONTE JOHN A 2030 EAST 54TH STREET BROOKLYN NY 11234 43,000.00
SB35 10266115373 SCHLEIG CATHERINE ANN 4504 TUCKERMAN STREET RIVERDALE MD 20737 88,000.00
SB35 10266115453 BLODER DOYLE W 3756 ADIRONDACK DRIVE COLORADO SPRINGS CO 80918 26,100.00
SB35 10266115464 HAYNER DAVID WAYNE 514 QUEBEC CIRCLE WIDEFIELD CO 80911 87,300.00
SB35 10266115509 FABIS JAMES 5352 W ARDMORE CHICAGO IL 60646 30,000.00
SB35 10266115547 MURRAY CECILIA 487 BEACH 44TH STREET EDGEMERE NY 11691 53,600.00
SB35 10266115576 HUGHES ERIC L 4265 NORTH CAMINO ARCO TUCSON AZ 85718 114,745.00
SB35 10266115641 MARTIN JOHN R 131 CORAL COURT WESTMINSTER MD 21157 41,500.00
SB35 10266115660 SANDERS RICHARD J 1050 WEST SEAGATE DRIVE DELTONA FL 32725 10,000.00
SB35 10266115698 DYSON WILLIAM H 2622 WEST 5750 SOUTH ROY UT 84067 23,200.00
SB35 10266115830 WELSH SHANE J 5717 SOUTH 4050 WEST ROY UT 84067 22,800.00
SB35 10266115863 GRAUER DAVID B-7 VACATION VILLAGE LOCH SHELDRAKE NY 12759 136,000.00
SB35 10266115866 HAYES DREW V 741 SHENANDOAH AVENUE PEEKSKILL NY 10566 87,500.00
SB35 10266115935 SMITH MICHAEL W 182 SOUTH WEST LANE PROVO UT 84061 18,594.00
SB35 10266115940 MARDER RANDALL 33578 BLUEJAY COURT ELIZABETH CO 80107 51,650.00
SB35 10266116064 FAN KWANG YA 12 HARTLAND AVENUE HUNTINGTON STATION NY 11746 38,000.00
</TABLE>
<TABLE>
<CAPTION>
Cut-off Date First Original Current Scheduled
Principal Payment Maturity Rem Date LTV Mortgage Payment
Sale ID Account Balance Date Date Term Due Ratio Rate Int & Prin
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SB35 10266113214 52,275.00 07/03/96 06/03/16 239.24 07/03/96 85.0 11.750 566.51
SB35 10266113245 13,709.00 06/28/96 05/28/11 179.05 06/28/96 85.0 12.200 166.30
SB35 10266113247 71,000.00 06/28/96 05/28/06 119.05 06/28/96 82.6 12.650 1,045.50
SB35 10266113332 154,000.00 07/05/96 06/05/16 239.31 07/05/96 78.9 9.990 1,485.11
SB35 10266113379 29,600.00 06/28/96 05/28/16 239.05 06/28/96 84.9 12.250 331.10
SB35 10266113397 64,000.00 07/03/96 06/03/26 359.24 07/03/96 80.0 10.950 607.07
SB35 10266113423 103,000.00 07/01/96 06/01/11 179.18 07/01/96 79.2 10.600 949.89
SB35 10266113430 11,000.00 05/22/96 04/22/11 177.86 06/22/96 78.8 15.000 153.95
SB35 10266113466 56,000.00 06/06/96 05/06/11 178.32 07/06/96 47.1 11.290 545.61
SB35 10266113779 46,374.22 06/15/96 05/15/11 178.62 07/15/96 89.9 11.900 475.59
SB35 10266113884 44,710.00 07/07/96 06/07/11 179.38 07/07/96 80.0 11.200 513.80
SB35 10266113888 76,500.00 07/04/96 06/04/11 179.28 07/04/96 85.0 12.500 816.45
SB35 10266113919 64,200.00 06/28/96 05/28/11 179.05 06/28/96 60.0 11.350 628.43
SB35 10266113941 80,000.00 07/01/96 06/01/11 179.18 07/01/96 84.8 11.650 801.40
SB35 10266113969 18,554.00 06/28/96 05/28/11 179.05 06/28/96 90.0 11.650 218.52
SB35 10266113985 25,000.00 07/05/96 06/05/06 119.31 07/05/96 64.1 11.990 358.53
SB35 10266114011 42,000.00 06/21/96 05/21/11 178.82 07/21/96 70.1 11.600 419.13
SB35 10266114025 12,548.18 06/28/96 05/28/11 179.05 07/28/96 85.0 12.700 156.94
SB35 10266114240 86,600.00 07/01/96 06/01/11 179.18 07/01/96 79.9 11.200 995.20
SB35 10266114270 78,200.00 07/04/96 06/04/26 359.28 07/04/96 82.3 11.850 795.36
SB35 10266114354 30,100.00 07/04/96 06/04/11 179.28 07/04/96 83.5 12.700 374.92
SB35 10266114363 30,000.00 07/01/96 06/01/11 179.18 07/01/96 30.6 12.700 324.84
SB35 10266114377 55,250.00 07/03/96 06/03/11 179.24 07/03/96 65.0 12.300 581.10
SB35 10266114407 34,375.00 07/01/96 06/01/16 239.18 07/01/96 85.0 10.400 340.89
SB35 10266114433 22,213.33 07/01/96 06/01/16 239.18 08/01/96 84.4 12.750 257.47
SB35 10266114434 56,600.00 07/03/96 06/03/16 239.24 07/03/96 72.4 11.200 591.94
SB35 10266114611 10,385.08 06/23/96 05/23/11 178.88 07/23/96 85.7 11.000 118.21
SB35 10266114650 87,550.00 06/15/96 05/15/26 358.62 07/15/96 85.0 12.200 914.05
SB35 10266114711 65,400.00 07/01/96 06/01/16 239.18 07/01/96 84.9 9.250 598.98
SB35 10266114723 51,100.00 07/07/96 06/07/11 179.38 07/07/96 79.9 11.750 605.09
SB35 10266114736 84,000.00 07/05/96 06/05/16 239.31 07/05/96 89.8 11.400 890.02
SB35 10266114777 150,600.00 07/04/96 06/04/26 359.28 07/04/96 60.0 12.340 1,588.62
SB35 10266114798 80,993.36 06/10/96 05/10/11 178.45 07/10/96 60.0 10.600 900.40
SB35 10266114817 17,400.00 06/01/96 05/01/11 178.16 07/01/96 90.0 12.840 218.32
SB35 10266114840 14,000.00 07/01/96 06/01/11 179.18 07/01/96 25.4 10.450 154.32
SB35 10266114877 37,100.00 07/04/96 06/04/11 179.28 07/04/96 70.0 9.500 387.41
SB35 10266114940 35,000.00 07/04/96 06/04/11 179.28 07/04/96 55.1 11.500 408.87
SB35 10266114951 249,000.00 06/14/96 05/14/11 178.59 06/14/96 88.9 12.100 2,580.43
SB35 10266114957 24,500.00 07/03/96 06/03/11 179.24 07/03/96 84.9 11.850 291.68
SB35 10266114973 109,200.00 06/14/96 05/14/11 178.59 07/14/96 70.0 11.850 1,300.06
SB35 10266114977 18,300.00 07/05/96 06/05/06 119.31 07/05/96 84.6 12.700 270.01
SB35 10266115044 77,000.00 07/01/96 06/01/11 179.18 07/01/96 71.9 9.500 647.46
SB35 10266115105 26,000.00 06/17/96 05/17/11 178.68 06/17/96 73.5 11.875 309.96
SB35 10266115169 24,658.00 07/01/96 06/01/11 179.18 07/01/96 89.4 11.650 290.41
SB35 10266115192 49,300.00 07/03/96 06/03/16 239.24 07/03/96 80.7 11.250 517.28
SB35 10266115220 20,930.00 07/01/96 06/01/11 179.18 07/01/96 89.9 11.650 246.50
SB35 10266115222 43,000.00 07/04/96 06/04/11 179.28 07/04/96 90.0 11.400 422.55
SB35 10266115373 88,000.00 07/03/96 06/03/26 359.24 07/03/96 80.0 11.500 871.46
SB35 10266115453 26,100.00 07/01/96 06/01/11 179.18 07/01/96 78.7 13.350 336.26
SB35 10266115464 87,300.00 07/01/96 06/01/26 359.18 07/01/96 90.0 10.750 814.93
SB35 10266115509 30,000.00 07/07/96 06/07/11 179.38 07/07/96 73.7 13.490 389.30
SB35 10266115547 53,600.00 06/28/96 05/28/11 179.05 06/28/96 80.0 13.500 613.94
SB35 10266115576 114,745.00 07/05/96 06/05/11 179.31 07/05/96 90.0 11.650 1,351.40
SB35 10266115641 41,454.97 06/24/96 05/24/11 178.92 07/24/96 89.7 12.400 508.80
SB35 10266115660 10,000.00 07/10/96 06/10/11 179.47 07/10/96 89.5 10.900 113.03
SB35 10266115698 23,198.30 06/07/96 05/07/11 178.36 07/07/96 77.2 14.850 322.32
SB35 10266115830 22,786.45 06/08/96 05/08/11 178.39 07/08/96 89.9 12.850 286.23
SB35 10266115863 136,000.00 07/04/96 06/04/16 239.28 07/04/96 85.0 9.650 1,281.05
SB35 10266115866 87,500.00 06/21/96 05/21/16 238.82 06/21/96 70.0 9.900 838.60
SB35 10266115935 18,535.16 06/24/96 05/24/11 178.92 07/24/96 70.3 10.250 166.62
SB35 10266115940 51,650.00 07/01/96 06/01/11 179.18 07/01/96 84.8 10.000 555.03
SB35 10266116064 38,000.00 07/04/96 06/04/11 179.28 07/04/96 85.3 12.000 456.06
</TABLE>
<PAGE>
Page 7
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule
A division of Superior Bank FSB 1996-2 Class 1 - 1st Subsequent Transfer of Fixed Rate Mortgages - Settlement 6/27/96
Principal
Zip Balance at
Sale ID Account Name Address City State Code Origination
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
SB35 10266116072 FOTHERGILL HYACINTH 1218 PACIFIC STREET BROOKLYN NY 11201 60,000.00
SB35 10266116108 ROMANELLO THOMAS N 51 DOLLARD DRIVE NORTH BABYLON NY 11703 24,000.00
SB35 10266116123 MILLER KIM M 16835 BILTMORE DETROIT MI 48235 42,500.00
SB35 10266116169 JENKINS WILLIE 225-27 112TH ROAD QUEENS VILLAGE NY 11429 41,300.00
SB35 10266116189 OLIVER KENNETH NATHANIEL 8818 GREENS LANE RANDALLSTOWN MD 21133 166,000.00
SB35 10266116213 CORLEY KATHRYN L 845 FAWN LANE ESTES PARK CO 80517 20,000.00
SB35 10266116218 MAZURKIEWICZ EDWARD 21 IRVING LANE NEW HYDE PARK NY 11040 124,000.00
SB35 10266116236 PEARSON JERRY VAN 100 GREEN MEADOWS DRIVE LEXINGTON NC 27292 32,500.00
SB35 10266116278 WALTON PAMELA M 1936 2ND AVENUE N ST PETERSBURG FL 33713 36,550.00
SB35 10266116284 ROMANO FORTUNATO 435 LAKE AVENUE DEER PARK NY 11729 43,300.00
SB35 10266116296 TEXLEY DENNIS R 1503 HOWARD STREET PASCO WA 99301 43,600.00
SB35 10266116318 JOHNSON DANNY HAROLD 2139 NORTH 300 WEST LEHI UT 84043 34,513.00
SB35 10266116321 GOODBREAD JANEVA 11148 FREEDOM WAY SEMINOLE FL 34642 65,250.00
SB35 10266116995 MCLOONE ROBERT P 1311 AMBERLEA DRIVE E DUNEDIN FL 34698 29,000.00
SB35 10266117045 JENKINS NAPOLEON B 289 COLONIAL ROAD WEST HEMPSTEAD NY 11552 157,500.00
SB35 10266117071 PAGE P SCOTT 10079 SOUTH SHETLAND CIRCLE SOUTH JORDAN UT 84095 25,928.00
SB35 10266117072 KOOPMAN HENRY C 4510 WEST 4865 SOUTH SALT LAKE CITY UT 84118 55,000.00
SB35 10266117105 ACKER JOSEPH B 4805 WEST KRALL STREET GLENDALE AZ 85301 65,600.00
SB35 10266117115 DEGNAN JOHN F JR 10 EAST CLINTON AVENUE IRVINGTON NY 10533 47,500.00
SB35 10266117218 JESSOP JOHN A 526 16TH STREET OGDEN UT 84404 13,620.00
SB35 10266117227 GARY SCOTT L 155 WEST 800 SOUTH WELLSVILLE UT 84339 22,614.00
SB35 10266117231 RIGGS WILLIAM R 3359 CARRIAGE DRIVE PALM HARBOR FL 34684 11,000.00
SB35 10266117237 ALEXANDER GEORGE P 130 EAST 700 SOUTH SPRINGVILLE UT 84663 20,000.00
SB35 10266117240 BURWELL JAMES ROLLAND 3982 SOUTH 4000 WEST WEST VALLEY CITY UT 84120 32,000.00
SB35 10266117259 ROSVALL L CRAIG 578 EAST GROVE CIRCLE ALPINE UT 84004 49,000.00
SB35 10266117262 AMADO GEORGE L 9297 ERMINEDALE DRIVE LITTLETON CO 80124 135,000.00
SB35 10266117277 SNOW STEVEN W 11233 HUMBOLDT STREET NORTHGLENN CO 80233 36,220.00
SB35 10266117781 VALLEY CHRIS L 40 FOREST DRIVE BEDFORD OH 44146 36,600.00
SB35 10266117878 LEWTICH JAMES M 664 PARK DRIVE BARRINGTON IL 60010 200,000.00
SB35 10266118061 PRINCE LORRAINE E 4543 AKRON STREET TEMPLE HILLS MD 20748 82,500.00
SB35 10266118129 SOUNNAKHONE ANNETTE 8520 E POMEGRANATE ST TUCSON AZ 85730 28,000.00
SB35 10266118149 CARR CLIFTON E JR 2225 AISQUITH STREET BALTIMORE MD 21218 40,600.00
SB35 10266118176 AMOLSCH RAYMOND M 9320 INGALLS STREET WESTMINSTER CO 80030 84,000.00
SB35 10266118182 MOORE DIANE 708 GREENE AVENUE BROOKLYN NY 11221 172,800.00
SB35 10266118193 DAIUTOLO RAYMOND V 213 ROSE PLACE MAGNOLIA NJ 08049 78,000.00
SB35 10266118203 REICHERT CORY 164 EAST/208 EAST 13800 SOUTH DRAPER UT 84020 249,900.00
SB35 10266118314 KNOTTS BEVERLY B 147 SOUTH COLLINS AVENUE BALTIMORE MD 21229 29,200.00
SB35 10266118332 BENHAM MICHAEL 275 TANNER MARSH ROAD GUILFORD CT 06437 52,000.00
SB35 10266118343 LUSE ANTIONETTE B 157 PUNTA VISTA DRIVE ST PETERSBURG BEACH FL 33706 48,950.00
SB35 10266118368 SWEENEY MICHAEL R 19 WOODWARD ROAD BROOKLYN CT 06234 40,000.00
SB35 10266118388 MCALORUM THOMAS G 2811 HELLERMAN STREET PHILADELPHIA PA 19149 20,000.00
SB35 10266118528 BURTON PHYLLIS JEAN 2616 UNIVERSITY COURT CINCINNATI OH 45219 245,000.00
SB35 10266118531 STOREY JEFF R 2747 NORTH 1050 EAST NORTH OGDEN UT 84414 72,000.00
SB35 10266118578 MENDEZ LUIS A JR 104 LEAHY STREET JERICHO NY 11753 66,600.00
SB35 10266118579 OGDEN SARA Z 555 WEST 40 SOUTH MARYSVALE UT 84750 31,700.00
SB35 10266118660 RARDIN JOSEPH M 7873 S WINDERMERE CIRCLE LITTLETON CO 80120 17,600.00
SB35 10266118796 LOWMAN TRACIE 7040 SIMS DRIVE BROOKSVILLE FL 34601 12,000.00
SB35 10266118809 BROCATO VINCENT S 110 BEECH DRIVE ELKTON MD 21921 68,720.00
SB35 10266118824 ZIRTZMAN FLOYD 2111 CICERO RD NOBLESVILLE IN 46060 63,200.00
SB35 10266118920 HODGE ALBERT N 2271 PHILLIPS ST AUBURN HILLS MI 48326 91,800.00
SB35 10266118944 BUTTRON ROBERT H 7071 MULBERRY STREET HANOVER PARK IL 60103 121,500.00
SB35 10266119014 LAMPITELLI MICHAEL 12 BIRCH STREET LAKE GROVE NY 11755 55,000.00
SB35 10266119053 FORLINE DONALD 722 WHARTON STREET PHILADELPHIA PA 19147 35,700.00
SB35 10266119082 HOFFMAN JOHN R 8629 FREDERICK ROAD ELLICOTT CITY MD 21043 85,400.00
SB35 10266119235 CABINE ALTHEA 615 HELMHOLZ WAUKEGAN IL 60085 62,300.00
SB35 10266119600 MARCOSKI KENNETH W 15845 REDINGTON DRIVE REDINGTON BEACH FL 33708 314,500.00
SB35 10266119712 HOLLIDAY MARIE 2051 EAST SERGEANT STREET PHILADELPHIA PA 19125 23,200.00
SB35 10266120472 WONDERLING KATE 743 CREEK LOCKS ROAD ROSENDALE NY 12472 35,000.00
--------------------------------------- --------------
182 Sale Total 11,399,435.00
</TABLE>
<TABLE>
<CAPTION>
Cut-off Date First Original Current Scheduled
Principal Payment Maturity Rem Date LTV Mortgage Payment
Sale ID Account Balance Date Date Term Due Ratio Rate Int & Prin
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SB35 10266116072 59,978.45 06/21/96 05/21/11 178.82 06/21/96 36.3 13.500 687.25
SB35 10266116108 24,000.00 07/05/96 06/05/06 119.31 07/05/96 77.5 10.950 329.92
SB35 10266116123 42,429.96 06/22/96 05/22/11 178.85 07/22/96 85.0 9.650 362.02
SB35 10266116169 41,300.00 07/03/96 06/03/16 239.24 07/03/96 89.8 12.600 472.14
SB35 10266116189 166,000.00 07/05/96 06/05/11 179.31 07/05/96 84.6 8.900 1,323.75
SB35 10266116213 20,000.00 06/24/96 05/24/11 178.92 06/24/96 83.1 12.250 209.58
SB35 10266116218 124,000.00 07/04/96 06/04/11 179.28 07/04/96 49.6 10.700 1,386.11
SB35 10266116236 32,500.00 07/05/96 06/05/11 179.31 07/05/96 89.5 11.350 376.57
SB35 10266116278 36,550.00 07/04/96 06/04/26 359.28 07/04/96 85.0 11.500 361.95
SB35 10266116284 43,300.00 07/05/96 06/05/11 179.31 07/05/96 89.1 11.800 514.11
SB35 10266116296 43,600.00 07/01/96 06/01/11 179.18 07/01/96 80.0 10.700 405.36
SB35 10266116318 34,513.00 06/13/96 05/13/11 178.55 07/13/96 87.5 12.350 422.02
SB35 10266116321 65,201.31 06/28/96 05/28/26 359.05 07/28/96 75.0 12.400 691.33
SB35 10266116995 29,000.00 07/04/96 06/04/16 239.28 07/04/96 74.7 11.900 317.30
SB35 10266117045 157,500.00 07/11/96 06/11/26 359.51 07/11/96 90.0 10.900 1,488.02
SB35 10266117071 25,915.80 06/14/96 05/14/11 178.59 07/14/96 89.8 12.100 312.85
SB35 10266117072 55,000.00 06/14/96 05/14/26 358.59 07/14/96 62.5 11.690 552.65
SB35 10266117105 65,600.00 07/01/96 06/01/26 359.18 07/01/96 89.9 10.900 619.77
SB35 10266117115 47,500.00 07/07/96 06/07/11 179.38 07/07/96 90.0 11.400 551.87
SB35 10266117218 13,620.00 06/15/96 05/15/11 178.62 07/15/96 73.7 12.350 166.54
SB35 10266117227 22,587.34 06/15/96 05/15/11 178.62 07/15/96 89.8 11.940 270.53
SB35 10266117231 11,000.00 06/28/96 05/28/11 179.05 06/28/96 15.9 10.350 120.57
SB35 10266117237 20,000.00 06/15/96 05/15/11 178.62 07/15/96 87.9 12.190 242.48
SB35 10266117240 32,000.00 06/15/96 05/15/11 178.62 06/15/96 87.4 11.940 382.82
SB35 10266117259 49,000.00 07/01/96 06/01/11 179.18 07/01/96 79.9 12.700 610.33
SB35 10266117262 135,000.00 07/01/96 06/01/11 179.18 07/01/96 76.0 11.200 1,306.08
SB35 10266117277 36,220.00 07/01/96 06/01/16 239.18 07/01/96 89.7 11.150 377.56
SB35 10266117781 36,600.00 07/11/96 06/11/16 239.51 07/11/96 84.4 10.490 365.16
SB35 10266117878 200,000.00 07/01/96 06/01/16 239.18 07/01/96 65.5 10.250 1,963.29
SB35 10266118061 82,500.00 07/07/96 06/07/16 239.38 07/07/96 80.8 9.600 774.40
SB35 10266118129 28,000.00 06/24/96 05/24/11 178.92 06/24/96 83.2 12.250 293.41
SB35 10266118149 40,600.00 06/22/96 05/22/16 238.85 06/22/96 70.0 12.000 447.04
SB35 10266118176 83,770.16 07/01/96 06/01/11 179.18 08/01/96 75.0 9.900 730.96
SB35 10266118182 172,800.00 07/01/96 06/01/26 359.18 07/01/96 90.0 11.150 1,665.23
SB35 10266118193 78,000.00 07/04/96 06/04/11 179.28 07/04/96 78.0 8.990 790.66
SB35 10266118203 249,900.00 06/24/96 05/24/11 178.92 06/24/96 84.7 12.200 2,609.04
SB35 10266118314 29,200.00 07/10/96 06/10/11 179.47 07/10/96 64.8 10.850 329.14
SB35 10266118332 52,000.00 07/07/96 06/07/11 179.38 07/07/96 78.5 12.200 630.79
SB35 10266118343 48,950.00 07/01/96 06/01/16 239.18 07/01/96 68.8 11.450 520.33
SB35 10266118368 40,000.00 07/06/96 06/06/11 179.34 07/06/96 84.3 12.700 498.23
SB35 10266118388 20,000.00 07/07/96 06/07/11 179.38 07/07/96 25.0 10.450 220.46
SB35 10266118528 244,586.39 07/01/96 06/01/26 359.18 08/01/96 61.2 11.000 2,333.19
SB35 10266118531 72,000.00 06/21/96 05/21/26 358.82 06/21/96 75.0 11.440 709.72
SB35 10266118578 66,600.00 07/01/96 06/01/11 179.18 07/01/96 84.9 11.875 678.65
SB35 10266118579 31,647.85 07/01/96 06/01/11 179.18 08/01/96 70.4 9.650 270.03
SB35 10266118660 17,600.00 07/01/96 06/01/11 179.18 07/01/96 77.8 13.990 234.27
SB35 10266118796 12,000.00 07/05/96 06/05/06 119.31 07/05/96 82.3 12.000 172.17
SB35 10266118809 68,720.00 07/05/96 06/05/26 359.31 07/05/96 85.9 11.600 685.78
SB35 10266118824 63,200.00 07/01/96 06/01/11 179.18 07/01/96 80.0 12.850 691.72
SB35 10266118920 91,800.00 07/05/96 06/05/26 359.31 07/05/96 90.0 11.150 884.65
SB35 10266118944 121,500.00 07/01/96 06/01/26 359.18 07/01/96 90.0 11.150 1,170.87
SB35 10266119014 55,000.00 07/03/96 06/03/16 239.24 07/03/96 39.5 11.000 567.70
SB35 10266119053 35,700.00 07/05/96 06/05/11 179.31 07/05/96 85.0 9.500 372.79
SB35 10266119082 85,400.00 07/06/96 06/06/16 239.34 07/06/96 70.0 10.490 852.04
SB35 10266119235 62,300.00 07/10/96 06/10/16 239.47 07/10/96 69.2 9.250 570.59
SB35 10266119600 314,500.00 07/11/96 06/11/26 359.51 07/11/96 77.0 10.700 2,923.98
SB35 10266119712 23,200.00 07/11/96 06/11/11 179.51 07/11/96 79.8 10.900 262.24
SB35 10266120472 35,000.00 06/20/96 05/20/16 238.78 07/20/96 61.4 10.990 361.03
------------- ---------- -------------------------------------
11,396,948.86 241.72 78.4 11.251 117,796.04
</TABLE>
<PAGE>
Page 8
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule
A division of Superior Bank FSB 1996-2 Class 1 - 1st Subsequent Transfer of Fixed Rate Mortgages - Settlement 6/27/96
Principal
Zip Balance at
Sale ID Account Name Address City State Code Origination
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
SB36 10266104380 LINGO EDWARD 74 SPRUCE STREET BRIDGETON NJ 08302 22,500.00
SB36 10266104943 COBB DOUGLAS E 2774 LAKESHORE DRIVE CENTRAL POINT OR 97502 80,750.00
SB36 10266105615 ACOSTA MICAELA 3108 N 53RD DRIVE PHOENIX AZ 85031 49,500.00
SB36 10266106232 KUBIK BOLAZS 94 VAN RIPER AVE CLIFTON NJ 07011 115,000.00
SB36 10266106390 ASH FAYE 88 LOTT AVENUE BROOKLYN NY 11226 133,650.00
SB36 10266106753 BAGBENI ADEITO NZENGEYA 73 FRENCH RIDGE NEW ROCHELLE NY 10801 39,000.00
SB36 10266106822 MARTINSEN STEWART L 631 EAST MOUNT VERNON CIRCLE MURRAY UT 84107 29,250.00
SB36 10266107127 CHIU YUN TAI 17248 HIGHWAY 119 GOLDEN CO 80403 108,000.00
SB36 10266107632 JORDAN LAURENCE R III 7375 SOUTH JACKSON STREET LITTLETON CO 80122 172,350.00
SB36 10266107746 GARASSINO KATHLEEN 69 CANNON RIDGE DRIVE WATERTOWN CT 06795 72,000.00
SB36 10266108255 MCENTIRE JEFFREY R 5269 SOUTH 3500 WEST ROY UT 84067 27,000.00
SB36 10266108803 KEHR DANIEL R 15 ULYSSES ROAD SOMERSET NJ 08873 114,750.00
SB36 10266108960 ALSOP MICHAEL DALE 1701 NEW HAMPTON LANE WOODSTOCK MD 21163 28,500.00
SB36 10266109583 BROWN ROBERT 6 CHAMBERS BROOK ROAD WHITEHOUSE STATION NJ 08889 30,000.00
SB36 10266109661 COLWELL PATRICK R 293 ELM STREET NEW CANAAN CT 06840 25,000.00
SB36 10266109798 LEVINE JENNIFER 64 PRAIRIE LANE LEVITTOWN NY 11756 110,500.00
SB36 10266109859 LAYNE GEORGE BARBARA 584 FRANKLIN AVENUE BROOKLYN NY 11238 128,800.00
SB36 10266109914 KELSO GREGORY A 200 WHEATLEY AVENUE BEVERLY NJ 08010 16,800.00
SB36 10266110093 PADULA DAVID A 1120 SALEM AVENUE HAGERSTOWN MD 21740 94,400.00
SB36 10266110921 WOMACK KYONG C 3110 49TH STREET NE TACOMA WA 98422 96,050.00
SB36 10266111214 ANDERSON CREGG 11568 KENDALL STREET BROOMFIELD CO 80020 37,850.00
SB36 10266111756 PRINGLE JOHN 261 PUTNAM AVENUE BROOKLYN NY 11216 112,000.00
SB36 10266111870 NEUMAN MARK 45 SNEDECOR AVENUE BAYPORT NY 11705 164,000.00
SB36 10266111912 ERIKSEN TOVE 235 CENTRAL PARK ROAD PLAINVIEW NY 11803 108,000.00
SB36 10266112096 STEPHENS FRANK E 20744 EAST BUCHANAN DRIVE AURORA CO 80011 23,583.00
SB36 10266112515 HAMILTON RUDOLPH H 44 HOLLY DRIVE NEW ROCHELLE NY 10801 55,000.00
SB36 10266112545 THORNTON PAUL 1329 ROUTE 6 CARMEL NY 10512 35,000.00
SB36 10266112575 MARZIONNA MARCIA F 18360 NE 20TH PLACE NORTH MIAMI BEACH FL 33179 14,000.00
SB36 10266112618 CAMPBELL ROBERT F 14965 NASHUA LANE BOWIE MD 20716 70,000.00
SB36 10266112625 OTOOLE EDWARD M 921 EAST 1700 SOUTH #1 SALT LAKE CITY UT 84105 68,284.00
SB36 10266112734 FROST WAYNE AUTRY 7601 PRAVER DRIVE EAST JACKSONVILLE FL 32217 22,500.00
SB36 10266112903 BELO FERNANDO 35 VANWYCK STREET CORTLANDT NY 10520 36,000.00
SB36 10266112969 WATERS JAMES LEE 2024 NORTH BETTY LANE CLEARWATER FL 34615 57,000.00
SB36 10266113191 JARVIS PATRICIA L 12 HIER LANE CASTLE ROCK CO 80104 39,500.00
SB36 10266113307 PHILLIPS LEONARD 19351 S OAK MOKENA IL 60448 15,000.00
SB36 10266113386 CROTEAU GARY P 8380 EAST HINSDALE AVENUE ENGLEWOOD CO 80112 24,525.00
SB36 10266113442 SANTILLANES JOHNNY 1522 BROADWAY BLVD NE #C ALBUQUERQUE NM 87102 80,000.00
SB36 10266113647 ROSE ROBERT T 216 WEST ESSEX AVENUE LINWOOD NJ 08221 96,800.00
SB36 10266113847 LUKAS CAROL ANN 332 HOLME AVENUE ELKINS PARK PA 19027 70,000.00
SB36 10266114099 RUEBUSCH DAVID M 1926 CATALPA CINCINNATI OH 45239 36,700.00
SB36 10266114178 SMITH KENNETH EARL 145 BOB WHITE DRIVE STOCKBRIDGE GA 30281 23,000.00
SB36 10266114186 GELBARD MITCHELL S 55 EMERSON DRIVE GREAT NECK NY 11023 220,000.00
SB36 10266114215 FALSETTI BERT JR 383 BOOTH HILL ROAD SHELTON CT 06484 180,000.00
SB36 10266114228 BERKES THOMAS 3025 W LIBBY ST PHOENIX AZ 85023 59,500.00
SB36 10266114283 ROMAN ESTHER 191 LINCOLN AVENUE NEWARK NJ 07104 92,000.00
SB36 10266114289 SANTOS ANTONIO M 6204 CONNAUGHT COURT UPPER MARLBORO MD 20772 427,500.00
SB36 10266114305 WOOLARD LARRY O 621 FANNY CT NE SALEM OR 97301 94,775.00
SB36 10266114387 BOWEN RICHARD J 1531 EAST ROOSEVELT AVENUE SALT LAKE CITY UT 84105 148,750.00
SB36 10266114390 WYNER RANDY M 3117 SOUTH 3380 EAST SALT LAKE CITY UT 84109 72,612.00
SB36 10266114415 ELLANA VIJA SAMMY 138 23RD STREET BROOKLYN NY 11232 35,000.00
SB36 10266114563 CRESPO CARLOS 294 WOODSIDE AVENUE NEWARK NJ 07104 92,000.00
SB36 10266114605 FAIR RAYMOND P 300-302 WEST 13TH STREET WEST HOMESTEAD PA 15120 30,800.00
SB36 10266114649 JONES JAMES H 1571 BEECHNUT CIRCLE MAPLE GLEN PA 19002 22,100.00
SB36 10266114738 ROGERS BRENDA K 10900 HORDE STREET SILVER SPRING MD 20902 20,424.00
SB36 10266114779 YATES EDWARD 1504 BAYTREE TERRACE MITCHELLVILLE MD 29721 229,500.00
SB36 10266114804 NIEBRZYDOWSKI FRANCISZEK 355 MARCONI BOULEVARD COPIAGUE NY 11726 90,000.00
SB36 10266114895 PARK DANIEL 5380 HAWTHORNE TRAIL LITTLETON CO 80125 57,000.00
SB36 10266114969 LUKOWICZ JACEK 1038 CREGER AVENUE UNION NJ 07083 29,600.00
SB36 10266114974 MONTOYA SYLVIA M 223 S REYMOND STREET LAS CRUCES NM 88005 49,500.00
SB36 10266115000 BROWN GERALD W 861 EDEN COURT DUNEDIN FL 34698 11,500.00
SB36 10266115041 PATAKY MICHAEL 82 TAFT AVENUE LYNBROOK NY 11563 65,000.00
SB36 10266115230 CLARK MARC W 3 QUINCY MANOR LANE BURLINGTON NJ 08016 166,500.00
</TABLE>
<TABLE>
<CAPTION>
Cut-off Date First Original Current Scheduled
Principal Payment Maturity Rem Date LTV Mortgage Payment
Sale ID Account Balance Date Date Term Due Ratio Rate Int & Prin
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SB36 10266104380 22,500.00 05/01/96 04/01/11 177.17 07/01/96 59.2 11.250 218.53
SB36 10266104943 80,750.00 05/10/96 04/10/11 177.47 07/10/96 79.5 12.400 855.55
SB36 10266105615 49,500.00 04/18/96 03/18/26 356.71 06/18/96 90.0 10.000 434.40
SB36 10266106232 115,000.00 05/03/96 04/03/26 357.24 06/03/96 63.8 12.500 1,227.35
SB36 10266106390 133,650.00 06/14/96 05/14/26 358.59 06/14/96 87.9 11.600 1,333.73
SB36 10266106753 38,644.07 04/25/96 03/25/11 176.94 07/25/96 15.2 10.750 437.17
SB36 10266106822 29,250.00 05/19/96 04/19/11 177.76 06/19/96 80.0 14.600 360.51
SB36 10266107127 108,000.00 05/01/96 04/01/11 177.17 07/01/96 76.0 10.200 963.78
SB36 10266107632 172,350.00 05/01/96 04/01/11 177.17 07/01/96 86.1 10.650 1,595.91
SB36 10266107746 72,000.00 07/12/96 06/12/11 179.54 07/12/96 62.6 9.950 629.19
SB36 10266108255 27,000.00 06/01/96 05/01/11 178.16 07/01/96 68.8 13.600 311.39
SB36 10266108803 114,750.00 07/11/96 06/11/11 179.51 07/11/96 85.0 8.800 1,150.26
SB36 10266108960 28,500.00 07/05/96 06/05/11 179.31 07/05/96 89.6 12.990 360.41
SB36 10266109583 30,000.00 07/07/96 06/07/11 179.38 07/07/96 79.2 9.490 252.04
SB36 10266109661 25,000.00 06/01/96 05/01/11 178.16 07/01/96 85.6 12.350 305.69
SB36 10266109798 110,500.00 07/13/96 06/13/11 179.57 07/13/96 85.0 11.950 1,132.37
SB36 10266109859 128,584.13 05/24/96 04/24/11 177.93 07/24/96 80.0 13.350 1,460.10
SB36 10266109914 16,727.93 06/24/96 05/24/06 118.92 07/24/96 89.8 11.550 236.68
SB36 10266110093 94,400.00 07/13/96 06/13/11 179.57 07/13/96 80.0 12.600 1,014.82
SB36 10266110921 95,946.03 06/16/96 05/16/26 358.65 07/16/96 85.0 11.950 984.29
SB36 10266111214 37,850.00 07/03/96 06/03/11 179.24 07/03/96 84.3 12.450 465.28
SB36 10266111756 112,000.00 06/01/96 05/01/11 178.16 07/01/96 77.2 11.190 1,082.71
SB36 10266111870 163,943.50 05/26/96 04/26/11 177.99 06/26/96 80.0 11.250 1,592.87
SB36 10266111912 108,000.00 06/09/96 05/09/11 178.42 07/09/96 61.0 9.250 888.49
SB36 10266112096 23,583.00 07/03/96 06/03/11 179.24 07/03/96 80.0 13.990 313.91
SB36 10266112515 55,000.00 07/01/96 06/01/11 179.18 07/01/96 68.4 11.000 523.78
SB36 10266112545 35,000.00 06/17/96 05/17/11 178.68 06/17/96 80.0 12.200 365.41
SB36 10266112575 14,000.00 07/03/96 06/03/16 239.24 07/03/96 89.9 11.650 150.75
SB36 10266112618 70,000.00 07/07/96 06/07/16 239.38 07/07/96 76.2 10.750 710.66
SB36 10266112625 68,284.00 06/28/96 05/28/16 239.05 06/28/96 80.0 13.350 817.08
SB36 10266112734 22,500.00 05/23/96 04/23/06 117.90 06/23/96 66.3 9.850 295.47
SB36 10266112903 36,000.00 07/01/96 06/01/11 179.18 07/01/96 81.0 12.990 397.95
SB36 10266112969 57,000.00 07/01/96 06/01/11 179.18 07/01/96 69.9 9.250 586.64
SB36 10266113191 39,500.00 07/04/96 06/04/11 179.28 07/04/96 79.8 11.200 453.93
SB36 10266113307 15,000.00 07/10/96 06/10/16 239.47 07/10/96 87.8 11.990 165.06
SB36 10266113386 24,525.00 07/03/96 06/03/11 179.24 07/03/96 85.0 12.250 298.30
SB36 10266113442 80,000.00 07/10/96 06/10/11 179.47 07/10/96 80.0 10.500 731.79
SB36 10266113647 96,800.00 06/21/96 05/21/11 178.82 07/21/96 80.0 9.650 824.56
SB36 10266113847 70,000.00 07/01/96 06/01/11 179.18 07/01/96 51.8 11.500 817.73
SB36 10266114099 36,700.00 07/01/96 06/01/11 179.18 07/01/96 79.9 11.000 417.13
SB36 10266114178 22,954.44 06/24/96 05/24/11 178.92 07/24/96 89.0 11.250 265.04
SB36 10266114186 220,000.00 06/28/96 05/28/11 179.05 06/28/96 67.7 11.600 2,584.02
SB36 10266114215 180,000.00 07/14/96 06/14/11 179.61 07/14/96 78.9 11.700 1,810.04
SB36 10266114228 59,500.00 07/07/96 06/07/26 359.38 07/07/96 85.0 11.900 607.45
SB36 10266114283 92,000.00 07/06/96 06/06/11 179.34 07/06/96 80.0 10.500 841.56
SB36 10266114289 427,500.00 07/03/96 06/03/26 359.24 07/03/96 90.0 11.200 4,135.92
SB36 10266114305 94,775.00 07/04/96 06/04/11 179.28 07/04/96 85.0 9.200 776.26
SB36 10266114387 148,750.00 06/28/96 05/28/11 179.05 06/28/96 85.0 10.600 1,371.81
SB36 10266114390 72,612.00 07/01/96 06/01/11 179.18 07/01/96 85.0 11.100 696.99
SB36 10266114415 35,000.00 07/12/96 06/12/26 359.54 07/12/96 70.9 10.500 320.16
SB36 10266114563 92,000.00 06/14/96 05/14/11 178.59 07/14/96 80.0 9.990 806.69
SB36 10266114605 30,800.00 07/17/96 06/17/11 179.70 07/17/96 70.0 9.900 329.10
SB36 10266114649 22,100.00 06/15/96 05/15/11 178.62 06/15/96 84.2 12.650 274.55
SB36 10266114738 20,424.00 07/07/96 06/07/11 179.38 07/07/96 85.9 11.750 241.85
SB36 10266114779 229,412.46 05/16/96 04/16/11 177.67 06/16/96 85.0 10.690 2,132.00
SB36 10266114804 90,000.00 07/01/96 06/01/11 179.18 07/01/96 75.0 11.900 918.83
SB36 10266114895 57,000.00 07/03/96 06/03/11 179.24 07/03/96 83.7 12.200 595.10
SB36 10266114969 29,600.00 07/01/96 06/01/11 179.18 07/01/96 84.9 14.100 396.19
SB36 10266114974 49,500.00 07/04/96 06/04/26 359.28 07/04/96 90.0 11.150 477.02
SB36 10266115000 11,500.00 07/01/96 06/01/06 119.18 07/01/96 27.3 13.500 175.12
SB36 10266115041 65,000.00 06/13/96 05/13/11 178.55 07/13/96 84.5 11.500 759.32
SB36 10266115230 166,500.00 07/01/96 06/01/11 179.18 07/01/96 85.6 10.400 1,510.61
</TABLE>
<PAGE>
Page 9
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule
A division of Superior Bank FSB 1996-2 Class 1 - 1st Subsequent Transfer of Fixed Rate Mortgages - Settlement 6/27/96
Principal
Zip Balance at
Sale ID Account Name Address City State Code Origination
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
SB36 10266115252 SIEBERT ALAN A 6125 ESTES STREET ARVADA CO 80004 15,430.00
SB36 10266115384 TOWNS DAVID G SR 623 MARIAVILLE ROAD SCHENECTADY NY 12306 34,000.00
SB36 10266115407 JAJOUTE WILSON 116-48 128TH STREET OZONE PARK NY 11420 93,500.00
SB36 10266115435 KARAVOLOS STEVE 4909 MONDELL ROAD LAS VEGAS NV 89130 17,000.00
SB36 10266115587 LEONARD MARY 11865 SOUTH MESA VIEW ROAD LARKSPUR CO 80118 161,500.00
SB36 10266115621 BRADY JAMES E 6635 SOUTH ELM CIRCLE LITTLETON CO 80121 25,250.00
SB36 10266115643 ROHM CHARLES LEE 16 WASHINGTON AVENUE MECHANICVILLE NY 12118 35,000.00
SB36 10266115674 CLARKE EZARD 174 PALISADES AVENUE YONKERS NY 10701 65,000.00
SB36 10266115858 WHITE DANIEL RANKIN JR 4305 SOUTH 4625 WEST WEST VALLEY CITY UT 84120 20,000.00
SB36 10266115921 KOWNACKI JAMES FRANCIS 7124 WILLARD ST PITTSBURGH PA 15208 123,200.00
SB36 10266115933 FORD RONALD L 1690 COUNTRY LANE DUNEDIN FL 34698 27,000.00
SB36 10266115941 MANNS RAYMOND 871 HARRISON CITY ROAD LEVEL GREEN PA 15085 37,200.00
SB36 10266115965 PENA MARIO 4302 W VERNON AVENUE PHOENIX AZ 85035 51,850.00
SB36 10266116071 HAMIL CAULTON 178 ACORN AVENUE CENTRAL ISLIP NY 11722 25,400.00
SB36 10266116102 TANNER BONNIE J 330 BOX 11 WATERMAN PA 15748 27,300.00
SB36 10266116106 TINTLE MARK 43 EAGLE LANE LEVITTOWN NY 11756 28,000.00
SB36 10266116118 SPARKS JERRY 8321 65TH STREET N PINELLAS PARK FL 34665 27,300.00
SB36 10266116119 WOLFE LEVI 4510 JADE COURT FAYETTEVILLE NC 28311 51,750.00
SB36 10266116120 PASS ARDELLA DE 17 SOUTH RONALD DRIVE AMITYVILLE NY 11701 67,500.00
SB36 10266116128 DUNCAN GARFIELD 189-15 PINEVILLE LANE SPRINGFIELD GARDENS NY 11413 114,000.00
SB36 10266116235 DEBELLO LAWRENCE P 2405 ORCHARD CREST BOULEVARD WALL NJ 08736 102,000.00
SB36 10266116245 SALAHAT RAMSEY 702 JOLLY AVENUE SOUTH O" CLARKSTON GA 30021 109,200.00
SB36 10266116317 KOLLMAN ROBERT 3049 KAREN AVENUE LARGO FL 34644 54,450.00
SB36 10266117026 BIRDSONG DENNIS E 4117 MASSACHUSETTS AVENUE BALTIMORE MD 21229 57,439.00
SB36 10266117042 ISRAEL GAIL E 1246 VAN HOOK STREET CAMDEN NJ 08104 30,600.00
SB36 10266117108 REID CHRISTOPHER ANTHONY 16 WOODCOCK LANE LEVITTOWN NY 11756 25,500.00
SB36 10266117144 NICHOLAS MICHAEL ANDREW 13 SYLVAN WAY WEST MILFORD NJ 07480 108,000.00
SB36 10266117220 FRESQUEZ BOB ANTHONY 2097 WEST ROBIN WAY WEST JORDAN UT 84084 53,304.00
SB36 10266117271 CONGDON GUY R 451 EAST 620 SOUTH SALEM UT 84653 16,453.00
SB36 10266118054 CASEY THOMAS E 3517 EVE DRIVE EAST JACKSONVILLE FL 32246 32,500.00
SB36 10266118065 FERNANDEZ RUBEN 1904 BATHGATE AVENUE BRONX NY 10457 32,200.00
SB36 10266118148 CARR CLIFTON E JR 433 EAST PRESTON STREET BALTIMORE MD 21202 37,100.00
SB36 10266118191 KENNEDY RONALD SR 24 SUYDAM PLACE BROOKLYN NY 11233 126,000.00
SB36 10266118313 SATTERFIELD ERIC STEVEN 746 OVERBROOK DRIVE BALTIMORE MD 21212 85,000.00
SB36 10266118320 NORRIS MICHAEL A 204 NORTH MAIN STREET WOODSBORO MD 21798 45,300.00
SB36 10266118336 WELLS LINDA H 502-504 HUMMEL AVENUE LEMOYNE PA 17043 117,000.00
SB36 10266118384 HAYES DOUGLAS B 74 WEST 1200 NORTH OREM UT 84057 26,411.00
SB36 10266118387 MORRIS DAVID B 4236 SOUTH ZEUS DRIVE WEST VALLEY CITY UT 84120 15,780.00
SB36 10266118389 PEASLEE LANCE 165 SICKLES AVENUE NYACK NY 10960 140,000.00
SB36 10266118454 MANNING ALAN 55 NASSAU AVENUE NORTH BABYLON NY 11704 150,000.00
SB36 10266118486 CUMMINGS KENNETH 111 AVENUE C PORT WASHINGTON NY 11050 229,500.00
SB36 10266118525 MCCONNELL BRIAN JAMES 8274 SOUTH 1850 WEST WEST JORDAN UT 84088 31,383.00
SB36 10266118545 SORENSEN JEFFREY L 4431 SOUTH CHERRY BLOSSOM CIR WEST VALLEY CITY UT 84120 45,000.00
SB36 10266118561 COTTO EDWIN 53 SKYLINE DRIVE BROOKFIELD CT 06804 25,300.00
SB36 10266118623 PETERSON LYLE 4306 EAST MAIN STREET LINEBORO MD 21088 66,000.00
SB36 10266118707 JENKINS LOISTEEN 1514 SUMMERLIN SANFORD FL 32771 26,675.00
SB36 10266118762 CLARK RICHARD A JR 3029 SOUTH EVANSTON WAY AURORA CO 80013 73,500.00
SB36 10266118906 ZIMMERMAN MICHAEL W 735 WHITE OAK ROAD STRASBURG PA 17579 25,500.00
SB36 10266118935 STEVENS JACQUELINE 5023 CATHERINE STREET PHILADELPHIA PA 19143 45,000.00
SB36 10266118941 JONES DAVID H 639 MAPLE DRIVE CLEARFIELD UT 84015 18,332.00
SB36 10266119055 ECKER ROBERT A 88 SKYLITE DRIVE HANOVER PA 17331 117,300.00
SB36 10266119118 ROMYN ALLEN J 6058 SOUTH 4000 WEST SALT LAKE CITY UT 84118 78,320.00
SB36 10266119157 BARTHANY JACQUELINE L 1715 NORTHFIELD AVENUE CLEVELAND OH 44112 35,000.00
SB36 10266119399 RAMSEY JAMES H 5144 TILSON DRIVE NEW PORT RICHEY FL 34652 43,775.00
SB36 10266119565 HAYDEN BYRON 141-15 185TH STREET SPRINGFIELD GARDENS NY 11413 178,500.00
SB36 10266119566 CONN YOLANDA 165 EAST MAUJER STREET VALLEY STREAM NY 11580 24,500.00
SB36 10266119567 AMODEO JOSEPH 4223 RICHMOND AVENUE STATEN ISLAND NY 10312 68,500.00
SB36 10266119939 FRANCIS CHARLES W 5203 SOUTH QUINCY STREET TAMPA FL 33611 71,400.00
--------------------------------------- --------------
120 Sale Total 8,491,505.00
</TABLE>
<TABLE>
<CAPTION>
Cut-off Date First Original Current Scheduled
Principal Payment Maturity Rem Date LTV Mortgage Payment
Sale ID Account Balance Date Date Term Due Ratio Rate Int & Prin
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SB36 10266115252 15,430.00 07/03/96 06/03/11 179.24 07/03/96 79.4 14.000 205.49
SB36 10266115384 34,000.00 07/01/96 06/01/11 179.18 07/01/96 90.0 10.750 381.12
SB36 10266115407 93,500.00 07/01/96 06/01/11 179.18 07/01/96 85.0 9.650 796.45
SB36 10266115435 17,000.00 07/05/96 06/05/11 179.31 07/05/96 89.2 11.650 170.30
SB36 10266115587 161,500.00 07/03/96 06/03/26 359.24 07/03/96 85.0 12.200 1,686.11
SB36 10266115621 25,250.00 06/28/96 05/28/11 179.05 06/28/96 83.6 12.700 314.51
SB36 10266115643 35,000.00 07/14/96 06/14/11 179.61 07/14/96 53.0 11.990 419.83
SB36 10266115674 65,000.00 06/20/96 05/20/11 178.78 06/20/96 55.7 11.250 749.02
SB36 10266115858 20,000.00 07/03/96 06/03/11 179.24 07/03/96 83.0 10.400 181.45
SB36 10266115921 123,200.00 07/14/96 06/14/26 359.61 07/14/96 80.0 12.450 1,310.08
SB36 10266115933 27,000.00 07/01/96 06/01/11 179.18 07/01/96 84.3 11.900 322.31
SB36 10266115941 37,200.00 07/14/96 06/14/11 179.61 07/14/96 84.2 12.700 402.80
SB36 10266115965 51,850.00 07/06/96 06/06/26 359.34 07/06/96 69.9 10.700 482.06
SB36 10266116071 25,400.00 06/24/96 05/24/11 178.92 06/24/96 89.9 11.990 304.68
SB36 10266116102 27,300.00 07/17/96 06/17/11 179.70 07/17/96 74.7 11.990 327.47
SB36 10266116106 28,000.00 06/14/96 05/14/11 178.59 06/14/96 84.5 11.500 277.28
SB36 10266116118 27,300.00 07/01/96 06/01/11 179.18 07/01/96 89.7 11.400 317.18
SB36 10266116119 51,750.00 07/14/96 06/14/11 179.61 07/14/96 75.0 11.700 611.13
SB36 10266116120 67,500.00 06/28/96 05/28/11 179.05 06/28/96 64.9 14.990 852.96
SB36 10266116128 114,000.00 07/03/96 06/03/11 179.24 07/03/96 84.4 12.200 1,190.20
SB36 10266116235 102,000.00 06/01/96 05/01/11 178.16 07/01/96 74.7 12.750 1,108.43
SB36 10266116245 109,200.00 06/14/96 05/14/11 178.59 07/14/96 70.0 11.850 1,300.06
SB36 10266116317 54,450.00 07/04/96 06/04/26 359.28 07/04/96 90.0 11.250 528.85
SB36 10266117026 57,439.00 07/03/96 06/03/11 179.24 07/03/96 80.9 13.490 745.36
SB36 10266117042 30,537.89 07/01/96 06/01/26 359.18 08/01/96 85.0 11.450 301.86
SB36 10266117108 25,500.00 07/17/96 06/17/11 179.70 07/17/96 89.9 10.000 274.02
SB36 10266117144 108,000.00 07/15/96 06/15/11 179.64 07/15/96 83.3 9.900 939.81
SB36 10266117220 53,181.44 06/15/96 05/15/11 178.62 07/15/96 82.9 13.190 681.10
SB36 10266117271 16,453.00 07/03/96 06/03/11 179.24 07/03/96 85.0 12.250 200.12
SB36 10266118054 32,500.00 07/17/96 06/17/11 179.70 07/17/96 72.3 12.850 408.00
SB36 10266118065 32,200.00 07/12/96 06/12/11 179.54 07/12/96 89.9 11.250 312.75
SB36 10266118148 37,100.00 06/22/96 05/22/16 238.85 06/22/96 70.0 12.000 408.50
SB36 10266118191 126,000.00 07/10/96 06/10/26 359.47 07/10/96 90.0 11.150 1,214.23
SB36 10266118313 85,000.00 07/14/96 06/14/26 359.61 07/14/96 77.2 10.400 771.18
SB36 10266118320 45,300.00 07/14/96 06/14/11 179.61 07/14/96 79.9 12.150 548.06
SB36 10266118336 117,000.00 07/01/96 06/01/26 359.18 07/01/96 90.0 10.900 1,105.39
SB36 10266118384 26,411.00 06/14/96 05/14/26 358.59 07/14/96 75.0 14.850 330.79
SB36 10266118387 15,780.00 06/20/96 05/20/11 178.78 06/20/96 79.1 11.350 182.84
SB36 10266118389 140,000.00 07/01/96 06/01/16 239.18 07/01/96 80.0 10.500 1,397.73
SB36 10266118454 150,000.00 06/22/96 05/22/26 358.85 06/22/96 75.0 11.990 1,541.76
SB36 10266118486 229,500.00 07/05/96 06/05/11 179.31 07/05/96 85.0 9.700 1,963.34
SB36 10266118525 31,383.00 06/21/96 05/21/11 178.82 07/21/96 79.9 15.350 446.78
SB36 10266118545 45,000.00 07/04/96 06/04/11 179.28 07/04/96 50.0 10.500 497.43
SB36 10266118561 25,300.00 07/13/96 06/13/11 179.57 07/13/96 89.9 11.990 260.04
SB36 10266118623 66,000.00 07/10/96 06/10/11 179.47 07/10/96 75.8 13.240 742.49
SB36 10266118707 26,675.00 07/11/96 06/11/11 179.51 07/11/96 55.0 13.990 355.06
SB36 10266118762 73,500.00 07/01/96 06/01/11 179.18 07/01/96 70.0 10.700 683.35
SB36 10266118906 25,500.00 07/10/96 06/10/16 239.47 07/10/96 89.7 10.740 258.71
SB36 10266118935 45,000.00 07/12/96 06/12/11 179.54 07/12/96 66.6 11.800 455.96
SB36 10266118941 18,332.00 06/24/96 05/24/11 178.92 06/24/96 80.0 14.850 254.69
SB36 10266119055 117,300.00 07/05/96 06/05/16 239.31 07/05/96 85.0 9.650 1,104.91
SB36 10266119118 78,320.00 07/04/96 06/04/26 359.28 07/04/96 80.0 13.490 896.47
SB36 10266119157 35,000.00 07/11/96 06/11/26 359.51 07/11/96 06.9 12.490 373.27
SB36 10266119399 43,775.00 07/14/96 06/14/11 179.61 07/14/96 85.0 11.250 504.44
SB36 10266119565 178,500.00 06/28/96 05/28/11 179.05 06/28/96 85.0 11.750 1,801.80
SB36 10266119566 24,459.09 06/24/96 05/24/11 178.92 07/24/96 84.7 12.500 261.48
SB36 10266119567 68,484.30 05/26/96 04/26/11 177.99 06/26/96 89.0 12.990 757.21
SB36 10266119939 71,400.00 07/11/96 06/11/11 179.51 07/11/96 85.0 8.900 719.95
------------ -------- ----------------------------------
8,490,326.28 224.52 79.5 11.360 87,129.95
</TABLE>
<PAGE>
Page 10
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule
A division of Superior Bank FSB 1996-2 Class 1 - 1st Subsequent Transfer of Fixed Rate Mortgages - Settlement 6/27/96
Principal
Zip Balance at
Sale ID Account Name Address City State Code Origination
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
SB37 10266082107 VANKOMEN GLENN 4197 WEST BEN ARMINE CIRCLE SOUTH JORDAN UT 84095 30,000.00
SB37 10266103029 CHYNOWETH LYNN H 254 SOUTH 300 WEST RICHFIELD UT 84701 19,724.00
SB37 10266103411 BECKER MATTHEW D 57 PARK AVENUE MORRISVILLE PA 19067 22,800.00
SB37 10266106047 MANZO LEOPOLDO 3437 ZAMORA WAY STOCKTON CA 95206 48,100.00
SB37 10266106224 NIELSON MATT S 2863 SOUTH 9100 WEST MAGNA UT 84044 68,400.00
SB37 10266109375 SEWARD KERRY S 3507 READING CREST AVENUE READING PA 19605 50,000.00
SB37 10266113698 BOTKIN PAULA T 3566 GROSVENOR ROAD CLEVELAND HEIGHTS OH 44118 40,000.00
--------------------------------------- --------------
7 Sale Total 279,024.00
501 Total with Superior 32,667,476.00
</TABLE>
<TABLE>
<CAPTION>
Cut-off Date First Original Current Scheduled
Principal Payment Maturity Rem Date LTV Mortgage Payment
Sale ID Account Balance Date Date Term Due Ratio Rate Int & Prin
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SB37 10266082107 30,000.00 10/01/95 09/01/10 170.17 07/01/96 62.6 12.500 320.18
SB37 10266103029 19,724.00 05/01/96 04/01/16 237.17 06/01/96 89.4 12.100 218.55
SB37 10266103411 22,760.06 04/01/96 03/01/11 176.15 07/01/96 69.8 13.390 294.35
SB37 10266106047 48,100.00 05/01/96 04/01/11 177.17 06/01/96 68.7 11.800 487.37
SB37 10266106224 68,400.00 03/28/96 02/28/26 356.09 06/28/96 90.0 11.950 700.94
SB37 10266109375 49,561.41 02/04/96 01/04/11 174.28 07/04/96 84.6 13.250 640.87
SB37 10266113698 40,000.00 06/08/96 05/08/16 238.39 07/08/96 59.7 11.990 440.16
------------- -------- ----------------------------------
278,545.47 232.79 76.4 12.349 3,102.42
32,653,865.24 226.70 78.4 11.262 335,411.05
</TABLE>
<PAGE>
Page 11
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule
A division of Superior Bank FSB 1996-2 Class 1 - 1st Subsequent Transfer of Fixed Rate Mortgages - Settlement 6/27/96
Principal
Zip Balance at
Sale ID Account Name Address City State Code Origination
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
SBCL3 10266105574 NOBLE REGINALD G 155 EAST 51ST STREET BROOKLYN NY 11203 475,000.00
SBCL3 10266106474 BLEDMAN PETER 128 UTICA AVENUE BROOKLYN NY 11203 148,000.00
SBCL3 10266111438 GONZALEZ NIEVES 464 PROSPECT PLACE BROOKLYN NY 11218 140,000.00
SBCL3 10266112612 GIBBS DOUGLAS 1076 DEAN STREET BROOKLYN NY 11216 95,000.00
SBCL3 10266113948 ENG GLEN 453 SOUTH 18TH STREET NEWARK NJ 07103 68,250.00
SBCL3 10266115015 VACHON REGINE ANN 51 IRVING PLACE BROOKLYN NY 11238 266,000.00
SBCL3 10266115978 SULLIVAN PATRICK 301 HALSEY STREET BROOKLYN NY 11216 200,000.00
SBCL3 10266116016 CASTRO DANIEL JR 3244 KENNEDY BOULEVARD JERSEY CITY NJ 07302 100,000.00
SBCL3 10266116017 CASTRO DANIEL JR 90-92 LAKE STREET JERSEY CITY NJ 07302 100,000.00
SBCL3 10266116018 CASTRO DANIEL JR 6605 BERGENLINE AVENUE WEST NEW YORK NJ 07093 100,000.00
SBCL3 10266118258 DJN 220 LTD 220 ROEBLING STREET BROOKLYN NY 11200 260,000.00
--------------------------------------- --------------
11 Sale Total 1,952,250.00
</TABLE>
<TABLE>
<CAPTION>
Cut-off Date First Original Current Scheduled
Principal Payment Maturity Rem Date LTV Mortgage Payment
Sale ID Account Balance Date Date Term Due Ratio Rate Int & Prin
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SBCL3 10266105574 468,731.21 07/01/96 06/01/11 179.18 08/01/96 47.5 15.500 6,268.79
SBCL3 10266106474 148,000.00 06/01/96 05/01/11 178.16 07/01/96 64.9 11.750 1,531.50
SBCL3 10266111438 139,719.76 06/01/96 05/01/11 178.16 08/01/96 65.1 12.000 1,680.24
SBCL3 10266112612 94,835.35 06/01/96 05/01/11 178.16 08/01/96 54.2 13.500 1,233.40
SBCL3 10266113948 68,250.00 06/01/96 05/01/11 178.16 07/01/96 65.0 12.100 823.51
SBCL3 10266115015 266,000.00 07/01/96 06/01/11 179.18 08/01/96 70.0 12.100 3,209.58
SBCL3 10266115978 200,000.00 07/01/96 06/01/11 179.18 08/01/96 65.5 11.750 2,368.26
SBCL3 10266116016 100,000.00 07/01/96 06/01/11 179.18 08/01/96 51.2 11.100 987.35
SBCL3 10266116017 100,000.00 07/01/96 06/01/11 179.18 08/01/96 58.8 11.100 987.35
SBCL3 10266116018 100,000.00 07/01/96 06/01/11 179.18 08/01/96 39.6 11.100 987.35
SBCL3 10266118258 260,000.00 07/01/96 06/01/11 179.18 08/01/96 65.0 11.500 3,037.29
------------ -------- ---------------------------------
1,945,536.32 178.94 58.7 12.683 23,114.62
</TABLE>
<PAGE>
Page 12
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule
A division of Superior Bank FSB 1996-2 Class 1 - 1st Subsequent Transfer of Fixed Rate Mortgages - Settlement 6/27/96
Principal
Zip Balance at
Sale ID Account Name Address City State Code Origination
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
SBCL4 10266072112 BOYCE KEITH 321 W 8TH STREET PLAINFIELD NJ 07061 152,750.00
SBCL4 10266073943 INC CORONK ENTERPRISES 102-04 89TH AVENUE OZONE PARK NY 11416 350,000.00
SBCL4 10266081843 WOODLEY LOUISE 976 RUTLAND ROAD BROOKLYN NY 11212 104,000.00
SBCL4 10266089508 DELFINO MATTHEW 20 SANDS STREET PORT CHESTER NY 10573 170,500.00
SBCL4 10266090260 CORP TOTAL VENTURE 945 POST AVENUE STATEN ISLAND NY 10302 292,500.00
SBCL4 10266096583 MOISE ERNEST 299 EAST 54TH STREET BROOKLYN NY 11203 100,000.00
SBCL4 10266099140 DELFINO MARIA 28-32 GRACE CHURCH PORT CHESTER NY 10573 383,500.00
--------------------------------------- --------------
7 Sale Total 1,553,250.00
18 Total with Superior Retail 3,505,500.00
519 Grand Total 36,172,976.00
</TABLE>
<TABLE>
<CAPTION>
Cut-off Date First Original Current Scheduled
Principal Payment Maturity Rem Date LTV Mortgage Payment
Sale ID Account Balance Date Date Term Due Ratio Rate Int & Prin
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SBCL4 10266072112 151,626.32 07/01/95 06/01/10 167.15 07/01/96 65.0 11.500 1,552.66
SBCL4 10266073943 347,732.30 07/01/95 06/01/10 167.15 07/01/96 56.0 12.750 3,881.71
SBCL4 10266081843 102,635.71 10/01/95 09/01/10 170.17 06/01/96 65.0 14.500 1,420.12
SBCL4 10266089508 170,094.65 02/01/96 01/01/11 174.18 07/01/96 55.0 12.750 1,890.93
SBCL4 10266090260 289,457.29 01/01/96 12/01/10 173.16 07/01/96 62.9 11.800 3,472.94
SBCL4 10266096583 99,725.18 01/01/96 12/01/10 173.16 06/01/96 55.5 12.990 1,127.08
SBCL4 10266099140 382,836.64 02/01/96 01/01/11 174.18 06/01/96 65.0 13.250 4,397.60
------------- ---------- ----------------------------------
1,544,108.09 171.38 60.9 12.705 17,743.04
3,489,644.41 175.60 59.6 12.693 40,857.66
36,143,509.65 221.77 76.6 11.400 376,268.71
</TABLE>
<PAGE>
Page 1
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule A
A division of Superior Bank FSB 1996-2 Class 2 - 1st Subsequent Transfer of Adjustable Rate Mortgages - Settlement 6/27/96
Principal
Zip Balance at
Sale ID Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
SB528 10216106549 VASSAR DEBORAH S 2312 MANOR AVENUE EAST POINT GA 30314 62,400.00
SB528 10216107822 BAGINSKI TADEUSZ 6816 NORTH LEXINGTON NILES IL 60714 228,000.00
SB528 10216108362 RAVENELL JAMES 145-98 179TH STREET SPRINGFIELD GARDENS NY 11434 80,000.00
SB528 10216108549 NILSEN PAUL 527 ALBERT STREET EAST MEADOW NY 11554 145,750.00
SB528 10216108554 HAMILTON ALLEN S III 10555 MORTON RIDGE DRIVE ALPHARETTA GA 30202 159,900.00
SB528 10216109822 BORG ANDREW 37 MARSHMALLOW DRIVE COMMACK NY 11725 166,400.00
SB528 10216110376 COMPIAN EDWARD 2623 W. 25TH STREET CHICAGO IL 60608 50,400.00
SB528 10216110389 MINOTT DEBBIE ANN 4 FRANCINE AVENUE AMITYVILLE NY 11701 47,600.00
SB528 10216111529 LAYER BILLY L 1910 ASHTON BROOKE LANE BUFORD GA 30518 124,000.00
SB528 10216111588 LYDE FREDDIE K 1815 CLEVELAND EVANSTON IL 60202 65,000.00
SB528 10216111636 EVANS DEBORAH J 110 70TH STREET SEA ISLE CITY NJ 08243 143,000.00
SB528 10216112038 COCONATO PATRICIA A 1524 LINCOLN AVENUE CALUMET CITY IL 60409 63,200.00
SB528 10216112487 MCCARTHY KEVIN 740 LARKDALE WAUCONDA IL 60084 57,000.00
SB528 10216112684 FEINBERG DAVID 510 WEST ARLINGTON PLACE CHICAGO IL 60614 400,000.00
SB528 10216112851 BILLMAN RANDLE L 4216 MURRAY ROAD DOVER OH 44622 53,600.00
SB528 10216113533 SELLAZZO JOHN J 2 MINKEL ROAD OSSINING NY 10562 100,000.00
SB528 10216114495 KRIZKA FRANCES S 3013 S KARLOV AVE CHICAGO IL 60623 55,800.00
SB528 10216114500 CONWAY WILLIAM 4039 WEST ADAMS AVENUE CHICAGO IL 60624 99,000.00
SB528 10216115605 HOLLIS DARREN RANDOLPH 642 RIVER COVE COURT DACULA GA 30211 192,400.00
SB528 10216115683 MCCRAY THOMAS W 26 LITCHFIELD DRIVE ENFIELD CT 06082 84,000.00
SB528 10216116078 JOHNSON JEFFREY H 1667 WEST 1900 SOUTH MAPLETON UT 84664 199,750.00
SB528 10216116608 MCCANN CHARLES W 5732 W. PERSHING ROAD CICERO IL 60650 97,700.00
SB528 10216117185 ABU-RAYAN MOHAMED O 3746 W 83RD PLACE CHICAGO IL 60652 81,700.00
SB528 10216117238 SUTHERLAND FRANCIS W 10371-10377 WEST 6TH PLACE LAKEWOOD CO 80215 168,120.00
SB528 10216117760 MCGRATH TIMOTHY J 3501 JUNIPER AVENUE JOLIET IL 60431 60,000.00
SB528 10216117842 KRAUSS MARIA 5939 NORTH ARTESIAN CHICAGO IL 60659 172,800.00
SB528 10216117853 HADDAD BASEL M 13056 SOUTH BALTIMORE CHICAGO IL 60633 59,500.00
SB528 10216117863 SHAW GLADYS 1742 NORTH KEDZIE CHICAGO IL 60647 132,500.00
SB528 10216117874 DYER SANDRA 3978 SOUTH DREXEL CHICAGO IL 60653 180,000.00
SB528 10216118946 PEREZ PICASSO J 2818 N CHRISTIANA CHICAGO IL 60618 130,000.00
SB528 10216119030 ESSLINGER WILLIAM F 2149 KAHALA CIRCLE CASTLE ROCK CO 80104 375,300.00
SB528 10216119611 BUDZAK CONNIE 4000 FERNWAY DRIVE ANDERSON IN 46013 47,500.00
------------------------------------------ ---------------
32 Sale Total 4,082,320.00
</TABLE>
<TABLE>
<CAPTION>
Cut-off Date First Initial Minimum Maximum
Principal Payment Maturity Mortgage Mortgage Mortgage Gross
Sale ID Account Balance Date Date Rate Rate Rate Margin
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SB528 10216106549 62,333.04 05/01/96 04/01/26 9.125 9.125 15.125 6.250
SB528 10216107822 228,000.00 07/01/96 06/01/26 9.625 9.625 15.625 6.000
SB528 10216108362 80,000.00 06/01/96 05/01/26 9.125 9.125 15.125 5.875
SB528 10216108549 145,750.00 07/01/96 06/01/26 8.875 8.875 14.875 5.875
SB528 10216108554 159,647.88 05/01/96 04/01/26 8.625 8.625 14.625 6.250
SB528 10216109822 166,400.00 06/01/96 05/01/26 8.375 8.375 14.375 5.500
SB528 10216110376 50,400.00 07/01/96 06/01/26 9.625 9.625 15.625 6.000
SB528 10216110389 47,600.00 07/01/96 06/01/26 8.250 8.250 14.250 4.750
SB528 10216111529 123,963.52 06/01/96 05/01/26 11.875 11.875 17.875 8.500
SB528 10216111588 65,000.00 07/01/96 06/01/26 11.125 11.125 17.125 6.750
SB528 10216111636 142,901.59 06/01/96 05/01/26 7.875 7.875 13.875 4.750
SB528 10216112038 63,200.00 08/01/96 07/01/26 9.625 9.625 15.625 6.000
SB528 10216112487 57,000.00 07/01/96 06/01/26 8.625 8.625 14.625 5.000
SB528 10216112684 400,000.00 07/01/96 06/01/26 9.125 9.125 15.125 7.000
SB528 10216112851 53,600.00 07/01/96 06/01/26 9.375 9.375 15.375 5.750
SB528 10216113533 100,000.00 07/01/96 06/01/26 9.125 9.125 15.125 6.500
SB528 10216114495 55,800.00 07/01/96 06/01/26 9.625 9.625 15.625 6.000
SB528 10216114500 99,000.00 07/01/96 06/01/26 9.375 9.375 15.375 5.750
SB528 10216115605 192,400.00 07/01/96 06/01/26 11.250 11.250 17.250 8.500
SB528 10216115683 83,936.08 07/01/96 06/01/26 7.375 7.375 13.375 4.750
SB528 10216116078 199,750.00 07/01/96 06/01/26 10.125 10.125 16.125 6.500
SB528 10216116608 97,700.00 07/01/96 06/01/26 9.125 9.125 15.125 5.500
SB528 10216117185 81,700.00 07/01/96 06/01/26 9.625 9.625 15.625 6.000
SB528 10216117238 168,120.00 07/01/96 06/01/26 8.875 8.875 14.875 5.250
SB528 10216117760 60,000.00 07/01/96 06/01/26 11.125 11.125 17.125 6.750
SB528 10216117842 172,800.00 08/01/96 07/01/26 9.375 9.375 15.375 5.750
SB528 10216117853 59,500.00 07/01/96 06/01/26 7.625 7.625 13.625 4.000
SB528 10216117863 132,500.00 07/01/96 06/01/26 8.375 8.375 14.375 4.750
SB528 10216117874 180,000.00 07/01/96 06/01/26 8.125 8.125 14.125 4.500
SB528 10216118946 130,000.00 07/01/96 06/01/26 9.375 9.375 15.375 5.750
SB528 10216119030 375,300.00 08/01/96 07/01/26 7.375 7.375 13.375 3.750
SB528 10216119611 47,500.00 08/01/96 07/01/26 9.875 9.875 15.875 6.000
------------------------ --------------------------------------------
32 4,081,802.11 9.097 9.097 15.097 5.826
</TABLE>
<PAGE>
Page 2
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule A
A division of Superior Bank FSB 1996-2 Class 2 - 1st Subsequent Transfer of Adjustable Rate Mortgages - Settlement 6/27/96
Principal
Zip Balance at
Sale ID Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
SB529 10216087943 WERY JOHN P 13630 ROSEDALE SOUTHGATE MI 48195 66,800.00
SB529 10216101182 OGORZALEK EDWARD M 7006 SHELDON LANE SYKESVILLE MD 21784 136,500.00
SB529 10216103340 COLOMBO JUDITH ANN 134 NORTH BROADWAY NYACK NY 10960 200,000.00
SB529 10216105586 BENEDITTI SANTE P 46 KRISTOPHER DRIVE YARDVILLE NJ 08620 147,250.00
SB529 10216106230 CLARKE ROBERT S 109 NORTH MAIN STREET WALTON KY 41094 146,200.00
SB529 10216106983 VASSEL MARY ELLEN 43 WAKEFIELD AVENUE PORT WASHINGTON NY 11050 185,600.00
SB529 10216108248 GONZALEZ CESAR 576 BROADWAY PATERSON NJ 07055 85,500.00
SB529 10216108423 SCHAR DENNIS 4 HOLLY HILL DRIVE NEW EGYPT NJ 08533 168,000.00
SB529 10216109275 LIZARRAGA ELVA 2737 N 41ST AVE PHOENIX AZ 85009 45,000.00
SB529 10216109687 LEE JAMES T 7734 DESIREE STREET ALEXANDRIA VA 22315 164,196.00
SB529 10216109863 CHILLEEN EDOUARD 5039 E CLOUD ROAD CAVE CREEK AZ 85331 337,500.00
SB529 10216110305 SMITH JOHN E 32 DICKMAN DRIVE LAVALLETTE NJ 08735 320,000.00
SB529 10216110792 FRANZINO JOSEPH MARIO 45 LONGSHORE STREET BAYSHORE NY 11706 81,000.00
SB529 10216111059 MARGARITA DEBORAH J 53 ORANGE STREET CENTRAL ISLIP NY 11722 63,750.00
SB529 10216111169 LAMBERT JUDY E 101 KINCAID AVENUE SYRACUSE NY 13204 28,000.00
SB529 10216111369 HELD HARRY D 2775 SCHOOL STREET BELLMORE NY 11710 246,500.00
SB529 10216111615 ABRAHAM MARK 177 RIDGEWOOD LANE KENSINGTON CT 06037 184,800.00
SB529 10216112052 DATTILO FRANK A 60 JOHNSON LANE MADISON CT 06443 120,000.00
SB529 10216113401 GLEASON BRUCE 12 SHELTON AVENUE WOLCOTT CT 06716 65,000.00
SB529 10216113471 MACDONALD SCOTT C 4063 SANDS ROAD HARWOOD MD 20776 127,500.00
SB529 10216113550 HAUGHEY KELLY 46 DENTON STREET NORTH PATCHOGUE NY 11772 43,350.00
SB529 10216113613 YOUNG ROBERT C 1091 WEATHERSFIELD DRIVE DUNEDIN FL 34698 234,500.00
SB529 10216113828 GORTON GARRETT K 33 NORFOLK ROAD ISLAND PARK NY 11558 119,000.00
SB529 10216113887 LAUGHLIN MARY K 7646 BROCKTON ROAD PHILADELPHIA PA 19151 40,800.00
SB529 10216114317 CERRITO MICHAEL III 19 LAKEVIEW DRIVE COLCHESTER CT 06415 95,200.00
SB529 10216114362 BAVIELLO ANTHONY R 226 WILSON ROAD ORANGE CT 06477 269,100.00
SB529 10216114567 MORANTE MARC S 556 GOLD STREET TOMS RIVER NJ 08753 94,000.00
SB529 10216115043 MUNRO ROBERT C III 1256 WASHINGTON STREET DENVER CO 80203 134,900.00
SB529 10216116286 ALWASHAH ALAA 7432 HORGER DEARBORN MI 48126 69,700.00
SB529 10216116292 PUSTELNIK JOHN 20701 ANNAPOLIS DEARBORN HEIGHTS MI 48125 52,400.00
SB529 10216117569 GEORGE DONALD E 636 BOWLING GREEN CIRCLE ELYRIA OH 44035 92,800.00
SB529 10216117914 O'REAR DAVID L 43540 APPLEWOOD CANTON MI 48188 125,000.00
SB529 10216118750 SORRENTINO VICKI L 3841 HILLSIDE YPSILANTI MI 48197 107,100.00
SB529 10216118753 GHIZZY HUSSEIN AL 6362 PENROD DETROIT MI 48228 47,700.00
SB529 10216118758 HANNAWA ISSAM 4673 BOULDER STERLING HEIGHTS MI 48310 123,900.00
------------------------------------------ ---------------
35 Sale Total 4,568,546.00
</TABLE>
<TABLE>
<CAPTION>
Cut-off Date First Initial Minimum Maximum
Principal Payment Maturity Mortgage Mortgage Mortgage Gross
Sale ID Account Balance Date Date Rate Rate Rate Margin
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SB529 10216087943 66,649.79 01/01/96 12/01/25 10.875 10.875 16.875 7.750
SB529 10216101182 136,388.07 05/01/96 04/01/26 10.375 10.375 16.375 7.250
SB529 10216103340 199,797.21 06/01/96 05/01/26 9.375 9.375 15.375 7.000
SB529 10216105586 147,088.81 05/01/96 04/01/26 9.125 9.125 15.125 6.000
SB529 10216106230 146,200.00 07/01/96 06/01/26 9.625 9.625 15.625 6.000
SB529 10216106983 185,600.00 07/01/96 06/01/26 8.500 8.500 14.500 5.000
SB529 10216108248 85,500.00 07/01/96 06/01/26 10.000 10.000 16.000 6.750
SB529 10216108423 167,950.58 06/01/96 05/01/26 11.875 11.875 17.875 8.500
SB529 10216109275 44,924.94 06/01/96 05/01/26 9.625 9.625 15.625 5.250
SB529 10216109687 164,108.62 07/01/96 06/01/26 9.125 9.125 15.125 5.750
SB529 10216109863 337,338.32 06/01/96 05/01/26 9.625 9.625 15.625 6.000
SB529 10216110305 320,000.00 07/01/96 06/01/26 10.875 10.875 16.875 6.750
SB529 10216110792 80,976.17 06/01/96 05/01/26 11.875 11.875 17.875 7.750
SB529 10216111059 63,729.06 06/01/96 05/01/26 11.375 11.375 17.375 7.750
SB529 10216111169 28,000.00 07/01/96 06/01/26 9.500 9.500 15.500 6.000
SB529 10216111369 246,500.00 07/01/96 06/01/26 11.375 11.375 17.375 7.750
SB529 10216111615 184,800.00 07/01/96 06/01/26 10.500 10.500 16.500 7.000
SB529 10216112052 119,930.96 07/01/96 06/01/26 8.750 8.750 14.750 6.250
SB529 10216113401 65,000.00 07/01/96 06/01/26 8.750 8.750 14.750 5.500
SB529 10216113471 127,428.52 07/01/96 06/01/26 8.875 8.875 14.875 5.250
SB529 10216113550 43,350.00 07/01/96 06/01/26 11.125 11.125 17.125 8.250
SB529 10216113613 234,500.00 07/01/96 06/01/26 10.250 10.250 16.250 6.750
SB529 10216113828 119,000.00 06/01/96 05/01/26 10.500 10.500 16.500 7.000
SB529 10216113887 40,800.00 07/01/96 06/01/26 10.625 10.625 16.625 7.000
SB529 10216114317 95,200.00 07/01/96 06/01/26 11.375 11.375 17.375 7.750
SB529 10216114362 269,100.00 07/01/96 06/01/26 8.500 8.500 14.500 5.000
SB529 10216114567 94,000.00 07/01/96 06/01/26 8.875 8.875 14.875 5.250
SB529 10216115043 134,900.00 07/01/96 06/01/26 9.375 9.375 15.375 5.750
SB529 10216116286 69,700.00 07/01/96 06/01/26 8.125 8.125 14.125 4.500
SB529 10216116292 52,400.00 07/01/96 06/01/26 11.125 11.125 17.125 7.500
SB529 10216117569 92,800.00 07/01/96 06/01/26 8.625 8.625 14.625 5.000
SB529 10216117914 125,000.00 07/01/96 06/01/26 9.375 9.375 15.375 5.750
SB529 10216118750 106,914.41 07/01/96 06/01/26 9.125 9.125 15.125 5.500
SB529 10216118753 47,700.00 07/01/96 06/01/26 9.375 9.375 15.375 5.750
SB529 10216118758 123,900.00 07/01/96 06/01/26 11.125 11.125 17.125 7.500
------------- --------------------------------------------
4,567,175.46 9.908 9.908 15.908 6.420
</TABLE>
<PAGE>
Page 3
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule A
A division of Superior Bank FSB 1996-2 Class 2 - 1st Subsequent Transfer of Adjustable Rate Mortgages - Settlement 6/27/96
Principal
Zip Balance at
Sale ID Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
SB530 10216108243 RAMKEESOON MICHAEL 157-05 HORACE HARDING EXPWY FLUSHING NY 11367 195,500.00
SB530 10216109972 HARTMAN BRUCE A 8115 WEST LINCOLN HIGHWAY FRANKFORT IL 60423 100,700.00
SB530 10216110436 WOOD LARRY R 17920 AMBLESIDE COURT ARLINGTON WA 98223 224,000.00
SB530 10216110568 STINES BETTY 34561 BUNKER HILL FARMINGTON HILLS MI 48331 158,400.00
SB530 10216111352 ERNANDE VITO J 415 NANTUCKET DRIVE VALPARAISO IN 46383 62,200.00
SB530 10216111705 VASQUEZ JOSE 130-03 57TH ROAD FLUSHING NY 11355 255,000.00
SB530 10216112690 MIDGETT JOSEPH T 3858 KINGSWAY DRIVE CROWN POINT IN 46307 103,700.00
SB530 10216113873 JANG KIHAK 1467 LINCOLN CIRCLE LONGMONT CO 80501 138,337.00
SB530 10216114101 WARFIELD GERALD V 4064 EAST 144TH STREET CLEVELAND OH 44128 50,600.00
SB530 10216114437 LETTS ANTHONY I 5765 SOUTH JERICHO WAY AURORA CO 80015 109,800.00
SB530 10216114631 MILLER LUCILLE A 11964 EAST KENTUCKY AVENUE AURORA CO 80012 89,000.00
SB530 10216114876 LOYD CHARLES E 770 SOUTHEAST 7TH STREET TOLEDO OR 97391 80,500.00
SB530 10216115003 CORCIONE ROBERT L 1 WILLIAMS WAY OCEAN VIEW NJ 08230 105,600.00
SB530 10216115479 MILLER WILLIAM LESLIE 1217 CRESTWOOD NORTHBROOK IL 60062 300,000.00
SB530 10216115568 SCOTT JEDD D 2118 WEST 9800 SOUTH SOUTH JORDAN UT 84095 138,330.00
SB530 10216115574 STONE MICHAEL D 352 EAST 1780 SOUTH OREM UT 84058 90,000.00
SB530 10216115780 CAIN DAVID H 10815 N SUNDOWN DR SCOTTSDALE AZ 85260 185,000.00
SB530 10216116105 AMY STEPHEN KY 712 SOUTH 320 EAST SALEM UT 84653 115,600.00
SB530 10216116237 MCINTOSH ROSE M 17586 MANSFIELD DETROIT MI 48235 28,000.00
SB530 10216116320 DYATT DAVID R 1040 EAST SERPENTINE WAY SANDY UT 84094 120,500.00
SB530 10216117061 NESS JAMES A 4095 SOUTH LINCOLN STREET ENGLEWOOD CO 80110 99,900.00
SB530 10216117756 CSEREKLYE JOANNA L 23712 CEDAR RIDGE ROMULUS MI 48174 82,800.00
SB530 10216117785 FROELICH DONNA G 3526 HIGHLAND DR ISLAND LAKE IL 60042 40,000.00
SB530 10216117820 MILLER TERRESA ANN 8405 HICKORY NUT GROVE RD. CARY IL 60013 98,600.00
SB530 10216117880 OSBORNE KENNETH E 11220 BOBKO BOULEVARD PARMA OH 44130 102,600.00
SB530 10216117965 NEWELL MICHAEL D 4016 SOUTH DRIVE GREENWOOD IN 46143 103,100.00
SB530 10216118724 ACKLEY HARRY A 46275 ACADEMY PLYMOUTH MI 48170 95,000.00
SB530 10216118788 JEFFERSON LORIE 700 WATERFORD COURT LAKE ZURICH IL 60047 140,000.00
SB530 10216118955 HAMOUDA WALEED I 3207 SOUTH 2700 EAST SALT LAKE CITY UT 84109 114,000.00
SB530 10216119256 HAYECK GEORGE 814 POPLAR COURT AMBLER PA 19002 153,840.00
------------------------------------------ ---------------
30 Sale Total 3,680,607.00
</TABLE>
<TABLE>
<CAPTION>
Cut-off Date First Initial Minimum Maximum
Principal Payment Maturity Mortgage Mortgage Mortgage Gross
Sale ID Account Balance Date Date Rate Rate Rate Margin
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SB530 10216108243 195,500.00 07/01/96 06/01/26 10.375 10.375 16.375 7.250
SB530 10216109972 100,700.00 07/01/96 06/01/26 8.125 8.125 14.125 4.500
SB530 10216110436 223,895.49 06/01/96 05/01/26 9.750 9.750 15.750 6.250
SB530 10216110568 158,400.00 08/01/96 07/01/26 11.125 11.125 17.125 7.500
SB530 10216111352 62,200.00 07/01/96 06/01/26 10.125 10.125 16.125 6.500
SB530 10216111705 255,000.00 07/01/96 06/01/26 11.375 11.375 17.375 7.750
SB530 10216112690 103,700.00 08/01/96 07/01/26 7.375 7.375 13.375 3.750
SB530 10216113873 138,275.80 06/01/96 05/01/26 10.000 10.000 16.000 6.500
SB530 10216114101 50,600.00 07/01/96 06/01/26 9.625 9.625 15.625 6.000
SB530 10216114437 109,800.00 07/01/96 06/01/26 8.625 8.625 14.625 5.000
SB530 10216114631 89,000.00 07/01/96 06/01/26 9.375 9.375 15.375 5.750
SB530 10216114876 80,500.00 07/01/96 06/01/26 9.875 9.875 15.875 6.250
SB530 10216115003 105,600.00 07/01/96 06/01/26 8.875 8.875 14.875 5.250
SB530 10216115479 300,000.00 08/01/96 07/01/26 10.500 10.500 16.500 7.000
SB530 10216115568 138,330.00 06/28/96 05/28/26 9.625 9.625 15.625 6.000
SB530 10216115574 90,000.00 07/01/96 06/01/26 9.625 9.625 15.625 6.000
SB530 10216115780 185,000.00 07/01/96 06/01/26 8.875 8.875 14.875 5.375
SB530 10216116105 115,600.00 07/01/96 06/01/26 10.375 10.375 16.375 6.750
SB530 10216116237 28,000.00 07/01/96 06/01/26 9.625 9.625 15.625 6.000
SB530 10216116320 120,500.00 07/01/96 06/01/26 9.375 9.375 15.375 5.750
SB530 10216117061 99,900.00 07/01/96 06/01/26 10.625 10.625 16.625 7.000
SB530 10216117756 82,800.00 08/01/96 07/01/26 9.375 9.375 15.375 5.750
SB530 10216117785 40,000.00 07/01/96 06/01/26 11.125 11.125 17.125 6.750
SB530 10216117820 98,600.00 08/01/96 07/01/26 10.375 10.375 16.375 6.750
SB530 10216117880 102,600.00 08/01/96 07/01/26 9.375 9.375 15.375 5.750
SB530 10216117965 103,100.00 07/01/96 06/01/26 10.875 10.875 16.875 7.250
SB530 10216118724 95,000.00 07/01/96 06/01/26 8.875 8.875 14.875 5.250
SB530 10216118788 140,000.00 07/01/96 06/01/26 9.625 9.625 15.625 6.000
SB530 10216118955 114,000.00 07/01/96 06/01/26 8.875 8.875 14.875 5.250
SB530 10216119256 153,840.00 07/01/96 06/01/26 10.875 10.875 16.875 8.000
------------ --------------------------------------------
3,680,441.29 9.869 9.869 15.869 6.323
</TABLE>
<PAGE>
Page 4
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule A
A division of Superior Bank FSB 1996-2 Class 2 - 1st Subsequent Transfer of Adjustable Rate Mortgages - Settlement 6/27/96
Principal
Zip Balance at
Sale ID Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
SB531 10216106442 CIANFICHI DARRAUGH L 4 VOLLMER AVENUE NORWALK CT 06851 190,800.00
SB531 10216107639 BERARDI LORI 414 ATLANTIS AVENUE STAFFORD TOWNSHIP NJ 08050 81,200.00
SB531 10216107905 DRAFT FRANCES 55 PHOENIX STREET HEMPSTEAD NY 11550 50,000.00
SB531 10216109428 PREVOST ROBERT M 497 OLD TOLLAND TURNPIKE COVENTRY CT 06238 95,625.00
SB531 10216110863 DOREMUS WILLIAM B 88 COLUMBIA AVENUE HOPEWELL NJ 08525 121,600.00
SB531 10216111469 AHN DONG JUN 14 PARADISE COURT NEW FAIRFIELD CT 06812 173,200.00
SB531 10216111916 BRAUN WILLIAM M 630 WASHINGTON AVENUE WASHINGTON TOWNSHIP NJ 07657 187,000.00
SB531 10216112576 FUNK DANIEL A 212 AVONDALE ROAD WALLINGFORD PA 19086 192,000.00
SB531 10216113627 ROBLES DIANA 499 WESER AVENUE STATEN ISLAND NY 10304 140,000.00
SB531 10216113725 WILKINS JON D 37 BAYNE STREET NORWALK CT 06851 183,200.00
SB531 10216113838 SAMUEL LINDA HAZEL 1363 ROCKFISH ROAD RAEFORD NC 28376 31,800.00
SB531 10216113874 DICICCO MARY 229 MAIN STREET LINDEN NJ 07036 20,000.00
SB531 10216113889 LAUGHLIN MARY KATHLEEN 7560 BROCKTON ROAD PHILADELPHIA PA 19151 64,000.00
SB531 10216113981 PERRY CONSTANCE 114 WYCKOFF MILLS ROAD HIGHTSTOWN NJ 08520 85,425.00
SB531 10216114177 PATRIC ROBIN 131 COUNTRYSIDE DRIVE BERNARDS NJ 07924 88,500.00
SB531 10216114258 WALTERS GERARD F 431 WEST STREET MIDDLETOWN CT 06457 120,600.00
SB531 10216114322 DREYER JOHN A 560 HUNTERS ROAD BRICKTOWN NJ 08724 97,500.00
SB531 10216114338 PROUDFOOT ESTES O RR3 BOX 40 S TWIN VALLEY ROAD ELVERSON PA 19520 85,000.00
SB531 10216114369 LAGANI ANTHONY JR 78 SPRING BROOK ROAD MORRISTOWN NJ 07960 110,000.00
SB531 10216114922 MATTHIES JAMES C 112 PEARL STREET SEYMOUR CT 06483 164,000.00
SB531 10216115777 MCMILLAN FRANK A 1604 DELL COURT SAN JOSE CA 95118 216,000.00
SB531 10216116214 KAPUSTA EUGENE 26 RUSTIC LANE MADISON CT 06443 138,750.00
SB531 10216116319 EGASAN MILAGROS R 3521 TRYON AVENUE BRONX NY 10467 175,000.00
SB531 10216116982 KELEMENCKY PETER F 285 UPPER GRASSY HILL ROAD WOODBURY CT 06798 134,910.00
SB531 10216117035 GOLDSTEIN ROBERT 17 NATHAN COURT NEWTOWN PA 18940 136,000.00
SB531 10216117217 FLEURIMONT LABAN 143 RED OAK ROAD BRIDGEPORT CT 06606 65,000.00
SB531 10216118037 RETO ROGER A 16 FLORY AVENUE PEN ARGYL PA 18072 128,000.00
SB531 10216118055 LORENZO NICHOLAS 350 NORTH GRANBY ROAD GRANBY CT 06035 116,000.00
SB531 10216118090 RIGGS FORREST B 1030 SOUTH EMERY STREET SALT LAKE CITY UT 84104 79,000.00
SB531 10216118330 DURRANI QUMAR UNNISA 850 EAST CENTER STREET WALLINGFORD CT 06492 70,000.00
SB531 10216119155 DENNIS ETHEL 77 MYRTLE AVENUE IRVINGTON NJ 07111 112,000.00
SB531 10216119307 NORROW MARIE K 312 EAST BAKER CLAWSON MI 48017 48,000.00
SB531 10216120314 GONZALEZ ADA M 58 CLARKE AVENUE JERSEY CITY NJ 07304 64,000.00
------------------------------------------ ---------------
33 Sale Total 3,764,110.00
</TABLE>
<TABLE>
<CAPTION>
Cut-off Date First Initial Minimum Maximum
Principal Payment Maturity Mortgage Mortgage Mortgage Gross
Sale ID Account Balance Date Date Rate Rate Rate Margin
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SB531 10216106442 190,654.82 06/01/96 05/01/26 7.375 7.375 13.375 5.250
SB531 10216107639 81,200.00 07/01/96 06/01/26 9.375 9.375 15.375 5.750
SB531 10216107905 50,000.00 08/01/96 07/01/26 9.500 9.500 15.500 6.000
SB531 10216109428 95,589.00 06/01/96 05/01/26 10.750 10.750 16.750 7.125
SB531 10216110863 121,600.00 07/01/96 06/01/26 10.875 10.875 16.875 8.500
SB531 10216111469 173,200.00 07/01/96 06/01/26 8.875 8.875 14.875 5.250
SB531 10216111916 187,000.00 08/01/96 07/01/26 10.875 10.875 16.875 7.250
SB531 10216112576 192,000.00 07/01/96 06/01/26 8.625 8.625 14.625 5.000
SB531 10216113627 140,000.00 07/01/96 06/01/26 10.500 10.500 16.500 7.000
SB531 10216113725 183,200.00 08/01/96 07/01/26 9.500 9.500 15.500 8.250
SB531 10216113838 31,800.00 08/01/96 07/01/26 9.625 9.625 15.625 6.000
SB531 10216113874 20,000.00 08/01/96 07/01/26 8.875 8.875 14.875 5.250
SB531 10216113889 64,000.00 07/01/96 06/01/26 11.875 11.875 17.875 8.500
SB531 10216113981 85,425.00 07/01/96 06/01/26 10.375 10.375 16.375 6.750
SB531 10216114177 88,500.00 07/01/96 06/01/26 7.375 7.375 13.375 3.750
SB531 10216114258 120,600.00 07/01/96 06/01/26 9.875 9.875 15.875 6.250
SB531 10216114322 97,500.00 08/01/96 07/01/26 9.625 9.625 15.625 6.000
SB531 10216114338 85,000.00 07/01/96 06/01/26 9.000 9.000 15.000 5.500
SB531 10216114369 110,000.00 07/01/96 06/01/26 9.625 9.625 15.625 6.000
SB531 10216114922 164,000.00 08/01/96 07/01/26 11.125 11.125 17.125 8.500
SB531 10216115777 216,000.00 07/01/96 06/01/26 9.875 9.875 15.875 6.250
SB531 10216116214 138,750.00 08/01/96 07/01/26 9.875 9.875 15.875 6.250
SB531 10216116319 175,000.00 07/01/96 06/01/26 9.625 9.625 15.625 6.250
SB531 10216116982 134,910.00 07/01/96 06/01/26 9.625 9.625 15.625 6.000
SB531 10216117035 136,000.00 07/01/96 06/01/26 11.875 11.875 17.875 8.500
SB531 10216117217 65,000.00 08/01/96 07/01/26 10.625 10.625 16.625 7.000
SB531 10216118037 128,000.00 08/01/96 07/01/26 9.375 9.375 15.375 6.250
SB531 10216118055 116,000.00 08/01/96 07/01/26 8.875 8.875 14.875 6.250
SB531 10216118090 79,000.00 07/01/96 06/01/26 9.000 9.000 15.000 5.400
SB531 10216118330 70,000.00 07/01/96 06/01/26 10.625 10.625 16.625 7.000
SB531 10216119155 112,000.00 07/01/96 06/01/26 9.875 9.875 15.875 6.250
SB531 10216119307 48,000.00 08/01/96 07/01/26 8.875 8.875 14.875 5.250
SB531 10216120314 63,973.87 06/01/96 05/01/26 10.375 10.375 16.375 7.000
------------- --------------------------------------------
3,763,902.69 9.740 9.740 15.740 6.477
</TABLE>
<PAGE>
Page 5
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule A
A division of Superior Bank FSB 1996-2 Class 2 - 1st Subsequent Transfer of Adjustable Rate Mortgages - Settlement 6/27/96
Principal
Zip Balance at
Sale ID Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
SB532 10216104007 INOSTROZA HERMENEGILDO 2312 NORTH NORMANDY CHICAGO IL 60635 70,000.00
SB532 10216105720 PYLES DAVID 18436 OHIO STREET DETROIT MI 48221 35,000.00
SB532 10216107364 TAVAREZ JOSE 388 KENNEDY DRIVE FAIRVIEW NJ 07022 252,000.00
SB532 10216113413 KOBACK ELAINE L 11685 NORTHEAST AVERY STREET NEWPORT OR 97365 221,000.00
SB532 10216113906 FERRITO FILIPPO 315 GAINSBORG AVENUE WEST HARRISON NY 10604 232,500.00
SB532 10216113917 MADDALONI GIACINTO 28 PARK AVENUE WEST HARRISON NY 10604 261,750.00
SB532 10216117183 STINGER CALVIN B 175 KASHMIR STREET SOUTHEAST SALEM OR 97306 95,400.00
------------------------------------------ ---------------
7 Sale Total 1,167,650.00
</TABLE>
<TABLE>
<CAPTION>
Cut-off Date First Initial Minimum Maximum
Principal Payment Maturity Mortgage Mortgage Mortgage Gross
Sale ID Account Balance Date Date Rate Rate Rate Margin
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SB532 10216104007 69,925.22 05/01/96 04/01/26 9.125 9.125 15.125 6.000
SB532 10216105720 34,963.56 05/01/96 04/01/26 9.250 9.250 15.250 6.000
SB532 10216107364 252,000.00 07/01/96 06/01/26 9.625 9.625 15.625 7.000
SB532 10216113413 221,000.00 07/01/96 06/01/26 11.125 11.125 17.125 7.500
SB532 10216113906 232,500.00 07/01/96 06/01/26 9.875 9.875 15.875 6.750
SB532 10216113917 261,750.00 07/01/96 06/01/26 9.875 9.875 15.875 6.250
SB532 10216117183 95,351.82 07/01/96 06/01/26 9.375 9.375 15.375 5.750
------------- --------------------------------------------
1,167,490.60 9.953 9.953 15.953 6.685
</TABLE>
<PAGE>
Page 6
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule A
A division of Superior Bank FSB 1996-2 Class 2 - 1st Subsequent Transfer of Adjustable Rate Mortgages - Settlement 6/27/96
Principal
Zip Balance at
Sale ID Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
SB533 10216098144 ANASTASAKIS ETREL TORNE 964 CATHEDERAL AVENUE FRANKLIN SQUARE NY 11010 153,000.00
SB533 10216098956 TUBBS CARLOS O 13554 BLACKSTONE DETROIT MI 48223 19,500.00
SB533 10216102846 BEECHUK TIMOTHY J 2191 SPINNINGWHEEL CINCINNATI OH 45244 141,600.00
SB533 10216105024 LOGAN DONALD T 11139 SOUTH LAKE STREET PAVILION NY 14525 70,000.00
SB533 10216108081 MCNANEY JAMES L 38 BAYBERRY DR MECHANICSBURG PA 17055 107,100.00
SB533 10216108798 EMOND J RODERICK 124 WOODLAND AVENUE YONKERS NY 10703 115,500.00
SB533 10216109891 QUINTY RICHARD R 176 UPPER FERRY ROAD TRENTON NJ 08628 81,000.00
SB533 10216110836 HUTCHINSON LEWIS L JR 93 WATERTOWN ROAD MIDDLEBURY CT 06762 157,250.00
SB533 10216110858 SHAMER JOHN E 896 HOWE AVENUE SHELTON CT 06484 142,000.00
SB533 10216112113 RUBANO LOUIS JR 1505 DUNBAR HILL ROAD HAMDEN CT 06514 94,000.00
SB533 10216112552 JONES JAMES H 1571 BEECHNUT CIRCLE MAPLE GLEN PA 19002 249,900.00
SB533 10216112804 SABOVIC HUSNIJA 1022 CAPITOL AVENUE BRIDGEPORT CT 06606 83,300.00
SB533 10216112980 SINGHDHILLON PAL 96 FLAMINGO ROAD LEVITTOWN NY 11756 126,000.00
SB533 10216113434 STRATE RUTH 123-08 95TH AVENUE RICHMOND HILL NY 11419 60,000.00
SB533 10216114269 KROLL SHARON 30 BREEZY HEIGHTS MARLBORO NY 12542 81,000.00
SB533 10216114332 POLICASTRO WILLIAM J 89 MARTHA PLACE OAKLAND NJ 07436 200,000.00
SB533 10216114350 DAVIS RUSSELL 5 PADDOCK STREET HOLBROOK NY 11741 150,000.00
SB533 10216114430 FACEY VINCENT 1113 INTERVALE AVENUE BRONX NY 10459 87,500.00
SB533 10216114557 ARGOTE FERNANDO 116 ASHFORD STREET BROOKLYN NY 11207 119,200.00
SB533 10216114767 BLOSE KEVIN M 1441 OAKCREST LANE COPBY PA 18037 96,000.00
SB533 10216115107 JACOBS WINIFRED 138-23 232ND STREET LAURELTON NY 11413 70,000.00
SB533 10216115332 MYLES FLORENCE 248 COUNTRY ROUTE 18 CENTRAL SQUARE NY 13036 46,200.00
SB533 10216116028 STUMPF DENNIS J 7356 54TH AVENUE NORTH SAINT PETERSBURG FL 33709 73,500.00
SB533 10216116308 GOODRIDGE MARJORIE E 101 WEST AVE SPENCERPORT NY 14559 93,000.00
SB533 10216118833 MARKHAM ROBERT H 27 CHRISTIAN STREET OXFORD CT 06498 132,600.00
SB533 10216118964 BOLAND SEAN 203 LINDEN AVENUE WINSLOW TOWNSHIP NJ 08009 39,950.00
SB533 10216118974 MOHAMMED NASMAR 201 DOLCE STREET BRENTWOOD NY 11717 88,000.00
------------------------------------------ ---------------
27 Sale Total 2,877,100.00
</TABLE>
<TABLE>
<CAPTION>
Cut-off Date First Initial Minimum Maximum
Principal Payment Maturity Mortgage Mortgage Mortgage Gross
Sale ID Account Balance Date Date Rate Rate Rate Margin
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SB533 10216098144 152,718.51 03/01/96 02/01/26 9.875 9.875 15.875 7.500
SB533 10216098956 19,465.98 02/01/96 01/01/26 10.125 10.125 16.125 7.000
SB533 10216102846 141,334.13 04/01/96 03/01/26 8.375 8.375 14.375 5.250
SB533 10216105024 70,000.00 07/01/96 06/01/26 10.875 10.875 16.875 6.750
SB533 10216108081 107,100.00 07/01/96 06/01/26 9.000 9.000 15.000 5.500
SB533 10216108798 115,466.02 06/01/96 05/01/26 11.875 11.875 17.875 7.750
SB533 10216109891 81,000.00 08/01/96 07/01/26 11.125 11.125 17.125 7.750
SB533 10216110836 157,250.00 07/01/96 06/01/26 10.250 10.250 16.250 7.750
SB533 10216110858 142,000.00 07/01/96 06/01/26 8.125 8.125 14.125 5.500
SB533 10216112113 94,000.00 07/01/96 06/01/26 10.500 10.500 16.500 7.000
SB533 10216112552 249,900.00 07/01/96 06/01/26 8.500 8.500 14.500 6.250
SB533 10216112804 83,300.00 07/01/96 06/01/26 9.875 9.875 15.875 6.250
SB533 10216112980 126,000.00 07/01/96 06/01/26 9.625 9.625 15.625 6.250
SB533 10216113434 60,000.00 07/01/96 06/01/26 11.500 11.500 17.500 7.750
SB533 10216114269 81,000.00 07/01/96 06/01/26 11.750 11.750 17.750 7.750
SB533 10216114332 200,000.00 07/01/96 06/01/26 9.750 9.750 15.750 6.500
SB533 10216114350 149,928.15 06/01/96 05/01/26 9.625 9.625 15.625 6.500
SB533 10216114430 87,500.00 07/01/96 06/01/26 12.250 12.250 18.250 8.000
SB533 10216114557 119,200.00 08/01/96 07/01/26 11.875 11.875 17.875 8.250
SB533 10216114767 96,000.00 07/01/96 06/01/26 11.375 11.375 17.375 8.000
SB533 10216115107 70,000.00 07/01/96 06/01/26 12.000 12.000 18.000 7.750
SB533 10216115332 46,200.00 07/01/96 06/01/26 12.000 12.000 18.000 7.750
SB533 10216116028 73,500.00 08/01/96 07/01/26 8.875 8.875 14.875 5.250
SB533 10216116308 93,000.00 08/01/96 07/01/26 7.625 7.625 13.625 4.000
SB533 10216118833 132,600.00 08/01/96 07/01/26 11.000 11.000 17.000 7.750
SB533 10216118964 39,950.00 07/01/96 06/01/26 10.375 10.375 16.375 6.750
SB533 10216118974 88,000.00 07/01/96 06/01/26 9.375 9.375 15.375 6.250
------------ --------------------------------------------
2,876,412.79 10.036 10.036 16.036 6.765
</TABLE>
<PAGE>
Page 7
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule A
A division of Superior Bank FSB 1996-2 Class 2 - 1st Subsequent Transfer of Adjustable Rate Mortgages - Settlement 6/27/96
Principal
Zip Balance at
Sale ID Account Name Address City State Code Origination
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
SB534 10216104058 REID TERRY 1112 ARBOR LANE GLENVIEW IL 60025 164,000.00
SB534 10216105645 LEVY RICHARD 26 MARISA CIRCLE STATEN ISLAND NY 10309 180,000.00
------------------------------------------ ---------------
2 Sale Total 344,000.00
166 Total with Superior Bank 20,484,333.00
166 Grand Total 20,484,333.00
</TABLE>
<TABLE>
<CAPTION>
Cut-off Date First Initial Minimum Maximum
Principal Payment Maturity Mortgage Mortgage Mortgage Gross
Sale ID Account Balance Date Date Rate Rate Rate Margin
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SB534 10216104058 164,000.00 06/01/96 05/01/26 10.375 10.375 16.375 5.250
SB534 10216105645 179,913.77 05/01/96 04/01/26 9.625 9.625 15.625 7.000
------------------------ --------------------------------------------
2 343,913.77 9.983 9.983 15.983 6.165
166 20,481,138.71 9.730 9.730 15.730 6.354
166 20,481,138.71 9.730 9.730 15.730 6.354
</TABLE>
<PAGE>
Page 1
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule B
A division of Superior Bank FSB 1996-2 Class 2 - 1st Subsequent Transfer of Adjustable Rate Mortgages - Settlement 6/27/96
Principal Type of Scheduled Cut-off Date Original Next
Balance at Mortgaged Payment Principal LTV Adjustment
Sale ID Account Name Origination Property Int & Prin Balance Ratio Date
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SB528 10216106549 VASSAR DEBORAH S 62,400.00 SF 507.71 62,333.04 80.0 10/01/96
SB528 10216107822 BAGINSKI TADEUSZ 228,000.00 SF 1,937.98 228,000.00 65.1 12/01/96
SB528 10216108362 RAVENELL JAMES 80,000.00 SF 650.91 80,000.00 80.0 11/01/96
SB528 10216108549 NILSEN PAUL 145,750.00 SF 1,159.65 145,750.00 80.9 12/01/96
SB528 10216108554 HAMILTON ALLEN S III 159,900.00 SF 1,243.69 159,647.88 79.9 10/01/96
SB528 10216109822 BORG ANDREW 166,400.00 SF 1,264.76 166,400.00 80.0 11/01/96
SB528 10216110376 COMPIAN EDWARD 50,400.00 MF 428.39 50,400.00 70.0 12/01/96
SB528 10216110389 MINOTT DEBBIE ANN 47,600.00 SF 357.60 47,600.00 85.0 12/01/96
SB528 10216111529 LAYER BILLY L 124,000.00 SF 1,263.56 123,963.52 80.0 11/01/96
SB528 10216111588 LYDE FREDDIE K 65,000.00 SF 625.16 65,000.00 38.6 12/01/96
SB528 10216111636 EVANS DEBORAH J 143,000.00 SF 1,036.85 142,901.59 79.4 11/01/96
SB528 10216112038 COCONATO PATRICIA A 63,200.00 SF 537.19 63,200.00 80.0 01/01/97
SB528 10216112487 MCCARTHY KEVIN 57,000.00 SF 443.34 57,000.00 51.5 12/01/96
SB528 10216112684 FEINBERG DAVID 400,000.00 SF 3,254.53 400,000.00 80.0 12/01/96
SB528 10216112851 BILLMAN RANDLE L 53,600.00 SF 445.82 53,600.00 74.9 12/01/96
SB528 10216113533 SELLAZZO JOHN J 100,000.00 SF 813.63 100,000.00 45.8 12/01/96
SB528 10216114495 KRIZKA FRANCES S 55,800.00 SF 474.29 55,800.00 60.0 12/01/96
SB528 10216114500 CONWAY WILLIAM 99,000.00 MF 823.43 99,000.00 90.0 12/01/96
SB528 10216115605 HOLLIS DARREN RANDOLPH 192,400.00 SF 1,868.71 192,400.00 79.5 12/01/96
SB528 10216115683 MCCRAY THOMAS W 84,000.00 SF 580.17 83,936.08 77.0 12/01/96
SB528 10216116078 JOHNSON JEFFREY H 199,750.00 SF 1,771.43 199,750.00 85.0 12/01/96
SB528 10216116608 MCCANN CHARLES W 97,700.00 SF 794.92 97,700.00 84.9 12/01/96
SB528 10216117185 ABU-RAYAN MOHAMED O 81,700.00 SF 694.44 81,700.00 74.2 12/01/96
SB528 10216117238 SUTHERLAND FRANCIS W 168,120.00 MF 1,337.64 168,120.00 89.1 12/01/96
SB528 10216117760 MCGRATH TIMOTHY J 60,000.00 SF 577.07 60,000.00 53.5 12/01/96
SB528 10216117842 KRAUSS MARIA 172,800.00 MF 1,437.26 172,800.00 90.0 01/01/97
SB528 10216117853 HADDAD BASEL M 59,500.00 MF 421.14 59,500.00 85.0 12/01/96
SB528 10216117863 SHAW GLADYS 132,500.00 MF 1,007.10 132,500.00 77.9 12/01/96
SB528 10216117874 DYER SANDRA 180,000.00 MF 1,336.50 180,000.00 80.0 12/01/96
SB528 10216118946 PEREZ PICASSO J 130,000.00 SF 1,081.27 130,000.00 86.6 12/01/96
SB528 10216119030 ESSLINGER WILLIAM F 375,300.00 SF 2,592.10 375,300.00 62.5 01/01/97
SB528 10216119611 BUDZAK CONNIE 47,500.00 SF 412.47 47,500.00 84.8 01/01/97
-------------------------------------------------------- --------------------------------------
32 Sale Total 4,082,320.00 33,180.71 4,081,802.11 76.3
</TABLE>
<TABLE>
<CAPTION>
Current Property
Mortgage Value at Owner
Sale ID Account Rate Origination Occupied
- ---------------------------------------------------------------
<S> <C> <C> <C> <C>
SB528 10216106549 9.125 78,000.00 Y
SB528 10216107822 9.625 350,000.00 Y
SB528 10216108362 9.125 100,000.00 Y
SB528 10216108549 8.875 180,000.00 Y
SB528 10216108554 8.625 200,000.00 Y
SB528 10216109822 8.375 208,000.00 Y
SB528 10216110376 9.625 72,000.00 Y
SB528 10216110389 8.250 56,000.00 Y
SB528 10216111529 11.875 155,000.00 Y
SB528 10216111588 11.125 168,000.00 Y
SB528 10216111636 7.875 180,000.00 Y
SB528 10216112038 9.625 79,000.00 Y
SB528 10216112487 8.625 110,500.00 Y
SB528 10216112684 9.125 500,000.00 Y
SB528 10216112851 9.375 71,500.00 Y
SB528 10216113533 9.125 218,000.00 Y
SB528 10216114495 9.625 93,000.00 Y
SB528 10216114500 9.375 110,000.00 Y
SB528 10216115605 11.250 242,000.00 Y
SB528 10216115683 7.375 109,000.00 Y
SB528 10216116078 10.125 235,000.00 Y
SB528 10216116608 9.125 115,000.00 Y
SB528 10216117185 9.625 110,000.00 Y
SB528 10216117238 8.875 188,500.00 Y
SB528 10216117760 11.125 112,000.00 Y
SB528 10216117842 9.375 192,000.00 Y
SB528 10216117853 7.625 70,000.00 Y
SB528 10216117863 8.375 170,000.00 Y
SB528 10216117874 8.125 225,000.00 Y
SB528 10216118946 9.375 150,000.00 Y
SB528 10216119030 7.375 600,000.00 Y
SB528 10216119611 9.875 56,000.00 Y
-------------------------
9.097 5,503,500.00
</TABLE>
<PAGE>
Page 2
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule B
A division of Superior Bank FSB 1996-2 Class 2 - 1st Subsequent Transfer of Adjustable Rate Mortgages - Settlement 6/27/96
Principal Type of Scheduled Cut-off Date Original Next
Balance at Mortgaged Payment Principal LTV Adjustment
Sale ID Account Name Origination Property Int & Prin Balance Ratio Date
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SB529 10216087943 WERY JOHN P 66,800.00 SF 629.85 66,649.79 80.0 12/01/96
SB529 10216101182 OGORZALEK EDWARD M 136,500.00 SF 1,235.88 136,388.07 79.8 10/01/96
SB529 10216103340 COLOMBO JUDITH ANN 200,000.00 MF 1,663.50 199,797.21 51.9 11/01/96
SB529 10216105586 BENEDITTI SANTE P 147,250.00 SF 1,198.07 147,088.81 81.1 10/01/96
SB529 10216106230 CLARKE ROBERT S 146,200.00 SF 1,242.68 146,200.00 74.9 12/01/96
SB529 10216106983 VASSEL MARY ELLEN 185,600.00 SF 1,427.10 185,600.00 90.0 12/01/96
SB529 10216108248 GONZALEZ CESAR 85,500.00 SF 750.32 85,500.00 90.0 12/01/96
SB529 10216108423 SCHAR DENNIS 168,000.00 SF 1,711.92 167,950.58 80.0 11/01/96
SB529 10216109275 LIZARRAGA ELVA 45,000.00 SF 382.50 44,924.94 75.0 11/01/96
SB529 10216109687 LEE JAMES T 164,196.00 CD 1,335.95 164,108.62 90.0 12/01/96
SB529 10216109863 CHILLEEN EDOUARD 337,500.00 SF 2,868.71 337,338.32 90.0 11/01/96
SB529 10216110305 SMITH JOHN E 320,000.00 SF 3,017.25 320,000.00 50.7 12/01/96
SB529 10216110792 FRANZINO JOSEPH MARIO 81,000.00 SF 825.39 80,976.17 64.8 11/01/96
SB529 10216111059 MARGARITA DEBORAH J 63,750.00 SF 625.24 63,729.06 85.0 11/01/96
SB529 10216111169 LAMBERT JUDY E 28,000.00 SF 235.44 28,000.00 62.2 12/01/96
SB529 10216111369 HELD HARRY D 246,500.00 SF 2,417.59 246,500.00 85.0 12/01/96
SB529 10216111615 ABRAHAM MARK 184,800.00 SF 1,690.44 184,800.00 80.0 12/01/96
SB529 10216112052 DATTILO FRANK A 120,000.00 SF 944.04 119,930.96 80.0 12/01/96
SB529 10216113401 GLEASON BRUCE 65,000.00 SF 511.36 65,000.00 78.3 12/01/96
SB529 10216113471 MACDONALD SCOTT C 127,500.00 SF 1,014.45 127,428.52 68.5 12/01/96
SB529 10216113550 HAUGHEY KELLY 43,350.00 SF 416.93 43,350.00 66.6 12/01/96
SB529 10216113613 YOUNG ROBERT C 234,500.00 SF 2,101.36 234,500.00 78.1 12/01/96
SB529 10216113828 GORTON GARRETT K 119,000.00 SF 1,088.54 119,000.00 69.5 11/01/96
SB529 10216113887 LAUGHLIN MARY K 40,800.00 SF 377.03 40,800.00 60.8 12/01/96
SB529 10216114317 CERRITO MICHAEL III 95,200.00 SF 933.69 95,200.00 85.0 12/01/96
SB529 10216114362 BAVIELLO ANTHONY R 269,100.00 SF 2,069.15 269,100.00 90.0 12/01/96
SB529 10216114567 MORANTE MARC S 94,000.00 SF 747.91 94,000.00 72.3 12/01/96
SB529 10216115043 MUNRO ROBERT C III 134,900.00 SF 1,122.03 134,900.00 89.9 12/01/96
SB529 10216116286 ALWASHAH ALAA 69,700.00 SF 517.52 69,700.00 82.9 12/01/96
SB529 10216116292 PUSTELNIK JOHN 52,400.00 SF 503.97 52,400.00 79.3 12/01/96
SB529 10216117569 GEORGE DONALD E 92,800.00 SF 721.79 92,800.00 80.0 12/01/96
SB529 10216117914 O'REAR DAVID L 125,000.00 SF 1,039.69 125,000.00 89.9 12/01/96
SB529 10216118750 SORRENTINO VICKI L 107,100.00 SF 871.40 106,914.41 69.5 12/01/96
SB529 10216118753 GHIZZY HUSSEIN AL 47,700.00 MF 396.74 47,700.00 90.0 12/01/96
SB529 10216118758 HANNAWA ISSAM 123,900.00 SF 1,191.65 123,900.00 79.9 12/01/96
-------------------------------------------------------- --------------------------------------
35 Sale Total 4,568,546.00 39,827.08 4,567,175.46 78.2
</TABLE>
<TABLE>
<CAPTION>
Current Property
Mortgage Value at Owner
Sale ID Account Rate Origination Occupied
- ---------------------------------------------------------------
<S> <C> <C> <C> <C>
SB529 10216087943 11.875 83,500.00 Y
SB529 10216101182 10.375 171,000.00 Y
SB529 10216103340 9.375 385,000.00 Y
SB529 10216105586 9.125 181,375.00 Y
SB529 10216106230 9.625 195,000.00 Y
SB529 10216106983 8.500 206,220.00 Y
SB529 10216108248 10.000 95,000.00 Y
SB529 10216108423 11.875 210,000.00 Y
SB529 10216109275 9.625 60,000.00 Y
SB529 10216109687 9.125 182,440.00 Y
SB529 10216109863 9.625 375,000.00 Y
SB529 10216110305 10.875 630,000.00 Y
SB529 10216110792 11.875 125,000.00 Y
SB529 10216111059 11.375 75,000.00 Y
SB529 10216111169 9.500 45,000.00 Y
SB529 10216111369 11.375 290,000.00 Y
SB529 10216111615 10.500 231,000.00 Y
SB529 10216112052 8.750 150,000.00 Y
SB529 10216113401 8.750 83,000.00 Y
SB529 10216113471 8.875 186,000.00 Y
SB529 10216113550 11.125 65,000.00 Y
SB529 10216113613 10.250 300,000.00 Y
SB529 10216113828 10.500 171,000.00 Y
SB529 10216113887 10.625 67,000.00 N
SB529 10216114317 11.375 112,000.00 Y
SB529 10216114362 8.500 299,000.00 Y
SB529 10216114567 8.875 130,000.00 Y
SB529 10216115043 9.375 150,000.00 Y
SB529 10216116286 8.125 84,000.00 Y
SB529 10216116292 11.125 66,000.00 Y
SB529 10216117569 8.625 116,000.00 Y
SB529 10216117914 9.375 139,000.00 Y
SB529 10216118750 9.125 154,000.00 Y
SB529 10216118753 9.375 53,000.00 Y
SB529 10216118758 11.125 155,000.00 Y
-------------------------
9.923 6,020,535.00
</TABLE>
<PAGE>
Page 3
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule B
A division of Superior Bank FSB 1996-2 Class 2 - 1st Subsequent Transfer of Adjustable Rate Mortgages - Settlement 6/27/96
Principal Type of Scheduled Cut-off Date Original Next
Balance at Mortgaged Payment Principal LTV Adjustment
Sale ID Account Name Origination Property Int & Prin Balance Ratio Date
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SB530 10216108243 RAMKEESOON MICHAEL 195,500.00 MF 1,770.07 195,500.00 85.0 12/01/96
SB530 10216109972 HARTMAN BRUCE A 100,700.00 SF 747.69 100,700.00 83.9 12/01/96
SB530 10216110436 WOOD LARRY R 224,000.00 SF 1,924.51 223,895.49 80.0 11/01/96
SB530 10216110568 STINES BETTY 158,400.00 SF 1,523.46 158,400.00 80.0 01/01/97
SB530 10216111352 ERNANDE VITO J 62,200.00 SF 551.60 62,200.00 74.9 12/01/96
SB530 10216111705 VASQUEZ JOSE 255,000.00 MF 2,500.95 255,000.00 84.7 12/01/96
SB530 10216112690 MIDGETT JOSEPH T 103,700.00 SF 716.23 103,700.00 88.6 01/01/97
SB530 10216113873 JANG KIHAK 138,337.00 SF 1,214.01 138,275.80 84.9 11/01/96
SB530 10216114101 WARFIELD GERALD V 50,600.00 SF 430.09 50,600.00 77.8 12/01/96
SB530 10216114437 LETTS ANTHONY I 109,800.00 SF 854.01 109,800.00 90.0 12/01/96
SB530 10216114631 MILLER LUCILLE A 89,000.00 SF 740.26 89,000.00 89.8 12/01/96
SB530 10216114876 LOYD CHARLES E 80,500.00 MF 699.02 80,500.00 70.0 12/01/96
SB530 10216115003 CORCIONE ROBERT L 105,600.00 SF 840.20 105,600.00 80.0 12/01/96
SB530 10216115479 MILLER WILLIAM LESLIE 300,000.00 SF 2,744.22 300,000.00 79.1 01/01/97
SB530 10216115568 SCOTT JEDD D 138,330.00 SF 1,175.79 138,330.00 65.2 11/28/96
SB530 10216115574 STONE MICHAEL D 90,000.00 SF 764.99 90,000.00 63.3 12/01/96
SB530 10216115780 CAIN DAVID H 185,000.00 SF 1,471.94 185,000.00 82.5 12/01/96
SB530 10216116105 AMY STEPHEN KY 115,600.00 SF 1,046.65 115,600.00 79.7 12/01/96
SB530 10216116237 MCINTOSH ROSE M 28,000.00 SF 238.00 28,000.00 56.0 12/01/96
SB530 10216116320 DYATT DAVID R 120,500.00 SF 1,002.26 120,500.00 89.9 12/01/96
SB530 10216117061 NESS JAMES A 99,900.00 SF 923.17 99,900.00 80.3 12/01/96
SB530 10216117756 CSEREKLYE JOANNA L 82,800.00 SF 688.69 82,800.00 90.0 01/01/97
SB530 10216117785 FROELICH DONNA G 40,000.00 SF 384.71 40,000.00 51.6 12/01/96
SB530 10216117820 MILLER TERRESA ANN 98,600.00 SF 892.73 98,600.00 85.0 01/01/97
SB530 10216117880 OSBORNE KENNETH E 102,600.00 SF 853.37 102,600.00 90.0 01/01/97
SB530 10216117965 NEWELL MICHAEL D 103,100.00 SF 972.12 103,100.00 79.9 12/01/96
SB530 10216118724 ACKLEY HARRY A 95,000.00 SF 755.86 95,000.00 47.0 12/01/96
SB530 10216118788 JEFFERSON LORIE 140,000.00 SF 1,189.99 140,000.00 67.6 12/01/96
SB530 10216118955 HAMOUDA WALEED I 114,000.00 SF 907.04 114,000.00 80.0 12/01/96
SB530 10216119256 HAYECK GEORGE 153,840.00 SF 1,450.54 153,840.00 78.8 12/01/96
-------------------------------------------------------- --------------------------------------
30 Sale Total 3,680,607.00 31,974.17 3,680,441.29 79.5
</TABLE>
<TABLE>
<CAPTION>
Current Property
Mortgage Value at Owner
Sale ID Account Rate Origination Occupied
- ---------------------------------------------------------------
<S> <C> <C> <C> <C>
SB530 10216108243 10.375 230,000.00 Y
SB530 10216109972 8.125 120,000.00 Y
SB530 10216110436 9.750 280,000.00 Y
SB530 10216110568 11.125 198,000.00 Y
SB530 10216111352 10.125 83,000.00 Y
SB530 10216111705 11.375 301,000.00 Y
SB530 10216112690 7.375 117,000.00 Y
SB530 10216113873 10.000 162,750.00 Y
SB530 10216114101 9.625 65,000.00 Y
SB530 10216114437 8.625 122,000.00 Y
SB530 10216114631 9.375 99,000.00 Y
SB530 10216114876 9.875 115,000.00 N
SB530 10216115003 8.875 132,000.00 Y
SB530 10216115479 10.500 379,000.00 Y
SB530 10216115568 9.625 211,900.00 Y
SB530 10216115574 9.625 142,000.00 Y
SB530 10216115780 8.875 224,000.00 Y
SB530 10216116105 10.375 145,000.00 Y
SB530 10216116237 9.625 50,000.00 Y
SB530 10216116320 9.375 134,000.00 Y
SB530 10216117061 10.625 124,400.00 Y
SB530 10216117756 9.375 92,000.00 Y
SB530 10216117785 11.125 77,500.00 Y
SB530 10216117820 10.375 116,000.00 Y
SB530 10216117880 9.375 114,000.00 Y
SB530 10216117965 10.875 129,000.00 Y
SB530 10216118724 8.875 202,000.00 Y
SB530 10216118788 9.625 207,000.00 Y
SB530 10216118955 8.875 142,500.00 Y
SB530 10216119256 10.875 195,000.00 Y
-------------------------
9.869 4,710,050.00
</TABLE>
<PAGE>
Page 4
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule B
A division of Superior Bank FSB 1996-2 Class 2 - 1st Subsequent Transfer of Adjustable Rate Mortgages - Settlement 6/27/96
Principal Type of Scheduled Cut-off Date Original Next
Balance at Mortgaged Payment Principal LTV Adjustment
Sale ID Account Name Origination Property Int & Prin Balance Ratio Date
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SB531 10216106442 CIANFICHI DARRAUGH L 190,800.00 SF 1,317.81 190,654.82 90.0 11/01/96
SB531 10216107639 BERARDI LORI 81,200.00 SF 675.38 81,200.00 63.5 12/01/96
SB531 10216107905 DRAFT FRANCES 50,000.00 SF 420.43 50,000.00 31.6 01/01/97
SB531 10216109428 PREVOST ROBERT M 95,625.00 SF 892.64 95,589.00 84.6 11/01/96
SB531 10216110863 DOREMUS WILLIAM B 121,600.00 SF 1,146.56 121,600.00 78.9 12/01/96
SB531 10216111469 AHN DONG JUN 173,200.00 SF 1,378.06 173,200.00 80.0 12/01/96
SB531 10216111916 BRAUN WILLIAM M 187,000.00 SF 1,763.20 187,000.00 74.8 01/01/97
SB531 10216112576 FUNK DANIEL A 192,000.00 SF 1,493.36 192,000.00 80.0 12/01/96
SB531 10216113627 ROBLES DIANA 140,000.00 SF 1,280.64 140,000.00 80.0 12/01/96
SB531 10216113725 WILKINS JON D 183,200.00 SF 1,540.45 183,200.00 80.0 01/01/97
SB531 10216113838 SAMUEL LINDA HAZEL 31,800.00 SF 270.30 31,800.00 64.8 01/01/97
SB531 10216113874 DICICCO MARY 20,000.00 SF 159.13 20,000.00 12.5 01/01/97
SB531 10216113889 LAUGHLIN MARY KATHLEEN 64,000.00 SF 652.16 64,000.00 80.0 12/01/96
SB531 10216113981 PERRY CONSTANCE 85,425.00 SF 773.44 85,425.00 85.0 12/01/96
SB531 10216114177 PATRIC ROBIN 88,500.00 CD 611.25 88,500.00 75.0 12/01/96
SB531 10216114258 WALTERS GERARD F 120,600.00 SF 1,047.23 120,600.00 90.0 12/01/96
SB531 10216114322 DREYER JOHN A 97,500.00 SF 828.74 97,500.00 75.0 01/01/97
SB531 10216114338 PROUDFOOT ESTES O 85,000.00 SF 683.93 85,000.00 56.6 12/01/96
SB531 10216114369 LAGANI ANTHONY JR 110,000.00 SF 934.99 110,000.00 36.6 12/01/96
SB531 10216114922 MATTHIES JAMES C 164,000.00 SF 1,577.32 164,000.00 80.0 01/01/97
SB531 10216115777 MCMILLAN FRANK A 216,000.00 SF 1,875.63 216,000.00 90.0 12/01/96
SB531 10216116214 KAPUSTA EUGENE 138,750.00 SF 1,204.83 138,750.00 75.0 01/01/97
SB531 10216116319 EGASAN MILAGROS R 175,000.00 MF 1,487.48 175,000.00 70.0 12/01/96
SB531 10216116982 KELEMENCKY PETER F 134,910.00 SF 1,146.72 134,910.00 90.0 12/01/96
SB531 10216117035 GOLDSTEIN ROBERT 136,000.00 CD 1,385.84 136,000.00 80.0 12/01/96
SB531 10216117217 FLEURIMONT LABAN 65,000.00 SF 600.66 65,000.00 66.3 01/01/97
SB531 10216118037 RETO ROGER A 128,000.00 SF 1,064.64 128,000.00 80.0 01/01/97
SB531 10216118055 LORENZO NICHOLAS 116,000.00 SF 922.95 116,000.00 80.0 01/01/97
SB531 10216118090 RIGGS FORREST B 79,000.00 SF 635.65 79,000.00 84.9 12/01/96
SB531 10216118330 DURRANI QUMAR UNNISA 70,000.00 SF 646.87 70,000.00 80.0 12/01/96
SB531 10216119155 DENNIS ETHEL 112,000.00 MF 972.55 112,000.00 80.0 12/01/96
SB531 10216119307 NORROW MARIE K 48,000.00 SF 381.91 48,000.00 78.6 01/01/97
SB531 10216120314 GONZALEZ ADA M 64,000.00 MF 579.46 63,973.87 80.0 11/01/96
-------------------------------------------------------- --------------------------------------
33 Sale Total 3,764,110.00 32,352.21 3,763,902.69 77.4
</TABLE>
<TABLE>
<CAPTION>
Current Property
Mortgage Value at Owner
Sale ID Account Rate Origination Occupied
- ---------------------------------------------------------------
<S> <C> <C> <C> <C>
SB531 10216106442 7.375 212,000.00 Y
SB531 10216107639 9.375 127,816.00 Y
SB531 10216107905 9.500 158,000.00 Y
SB531 10216109428 10.750 113,000.00 Y
SB531 10216110863 10.875 154,000.00 Y
SB531 10216111469 8.875 216,500.00 Y
SB531 10216111916 10.875 250,000.00 Y
SB531 10216112576 8.625 240,000.00 Y
SB531 10216113627 10.500 175,000.00 Y
SB531 10216113725 9.500 229,000.00 Y
SB531 10216113838 9.625 49,000.00 Y
SB531 10216113874 8.875 159,000.00 Y
SB531 10216113889 11.875 80,000.00 Y
SB531 10216113981 10.375 100,500.00 Y
SB531 10216114177 7.375 118,000.00 Y
SB531 10216114258 9.875 134,000.00 Y
SB531 10216114322 9.625 130,000.00 Y
SB531 10216114338 9.000 150,000.00 Y
SB531 10216114369 9.625 300,000.00 Y
SB531 10216114922 11.125 205,000.00 Y
SB531 10216115777 9.875 240,000.00 Y
SB531 10216116214 9.875 185,000.00 Y
SB531 10216116319 9.625 250,000.00 N
SB531 10216116982 9.625 149,900.00 Y
SB531 10216117035 11.875 170,000.00 Y
SB531 10216117217 10.625 98,000.00 Y
SB531 10216118037 9.375 160,000.00 Y
SB531 10216118055 8.875 145,000.00 Y
SB531 10216118090 9.000 93,000.00 Y
SB531 10216118330 10.625 87,500.00 Y
SB531 10216119155 9.875 140,000.00 Y
SB531 10216119307 8.875 61,000.00 Y
SB531 10216120314 10.375 80,000.00 Y
-------------------------
9.740 5,160,216.00
</TABLE>
<PAGE>
Page 5
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule B
A division of Superior Bank FSB 1996-2 Class 2 - 1st Subsequent Transfer of Adjustable Rate Mortgages - Settlement 6/27/96
Principal Type of Scheduled Cut-off Date Original Next
Balance at Mortgaged Payment Principal LTV Adjustment
Sale ID Account Name Origination Property Int & Prin Balance Ratio Date
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SB532 10216104007 INOSTROZA HERMENEGILDO 70,000.00 MF 569.54 69,925.22 42.4 10/01/96
SB532 10216105720 PYLES DAVID 35,000.00 SF 287.94 34,963.56 48.6 10/01/96
SB532 10216107364 TAVAREZ JOSE 252,000.00 MF 2,141.97 252,000.00 80.0 12/01/96
SB532 10216113413 KOBACK ELAINE L 221,000.00 SF 2,125.54 221,000.00 85.0 12/01/96
SB532 10216113906 FERRITO FILIPPO 232,500.00 MF 2,018.91 232,500.00 75.0 12/01/96
SB532 10216113917 MADDALONI GIACINTO 261,750.00 MF 2,272.90 261,750.00 75.0 12/01/96
SB532 10216117183 STINGER CALVIN B 95,400.00 SF 793.49 95,351.82 90.0 12/01/96
-------------------------------------------------------- --------------------------------------
7 Sale Total 1,167,650.00 10,210.29 1,167,490.60 76.5
</TABLE>
<TABLE>
<CAPTION>
Current Property
Mortgage Value at Owner
Sale ID Account Rate Origination Occupied
- ---------------------------------------------------------------
<S> <C> <C> <C> <C>
SB532 10216104007 9.125 165,000.00 Y
SB532 10216105720 9.250 72,000.00 Y
SB532 10216107364 9.625 315,000.00 Y
SB532 10216113413 11.125 260,000.00 Y
SB532 10216113906 9.875 310,000.00 Y
SB532 10216113917 9.875 349,000.00 Y
SB532 10216117183 9.375 106,000.00 Y
-------------------------
9.953 1,577,000.00
</TABLE>
<PAGE>
Page 6
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule B
A division of Superior Bank FSB 1996-2 Class 2 - 1st Subsequent Transfer of Adjustable Rate Mortgages - Settlement 6/27/96
Principal Type of Scheduled Cut-off Date Original Next
Balance at Mortgaged Payment Principal LTV Adjustment
Sale ID Account Name Origination Property Int & Prin Balance Ratio Date
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SB533 10216098144 ANASTASAKIS ETREL TORNE 153,000.00 SF 1,328.57 152,718.51 85.0 08/01/96
SB533 10216098956 TUBBS CARLOS O 19,500.00 SF 172.93 19,465.98 75.0 07/01/96
SB533 10216102846 BEECHUK TIMOTHY J 141,600.00 SF 1,076.26 141,334.13 80.0 09/01/96
SB533 10216105024 LOGAN DONALD T 70,000.00 SF 660.02 70,000.00 59.3 12/01/96
SB533 10216108081 MCNANEY JAMES L 107,100.00 SF 861.75 107,100.00 85.0 12/01/96
SB533 10216108798 EMOND J RODERICK 115,500.00 MF 1,176.95 115,466.02 65.8 11/01/96
SB533 10216109891 QUINTY RICHARD R 81,000.00 SF 779.04 81,000.00 45.0 01/01/97
SB533 10216110836 HUTCHINSON LEWIS L JR 157,250.00 SF 1,409.12 157,250.00 85.0 12/01/96
SB533 10216110858 SHAMER JOHN E 142,000.00 SF 1,054.35 142,000.00 69.2 12/01/96
SB533 10216112113 RUBANO LOUIS JR 94,000.00 SF 859.85 94,000.00 80.0 12/01/96
SB533 10216112552 JONES JAMES H 249,900.00 SF 1,921.51 249,900.00 78.0 12/01/96
SB533 10216112804 SABOVIC HUSNIJA 83,300.00 MF 723.33 83,300.00 85.0 12/01/96
SB533 10216112980 SINGHDHILLON PAL 126,000.00 SF 1,070.99 126,000.00 80.0 12/01/96
SB533 10216113434 STRATE RUTH 60,000.00 SF 594.18 60,000.00 50.8 12/01/96
SB533 10216114269 KROLL SHARON 81,000.00 SF 817.62 81,000.00 64.8 12/01/96
SB533 10216114332 POLICASTRO WILLIAM J 200,000.00 SF 1,718.31 200,000.00 87.9 12/01/96
SB533 10216114350 DAVIS RUSSELL 150,000.00 SF 1,274.98 149,928.15 60.0 11/01/96
SB533 10216114430 FACEY VINCENT 87,500.00 MF 916.91 87,500.00 64.8 12/01/96
SB533 10216114557 ARGOTE FERNANDO 119,200.00 SF 1,214.65 119,200.00 80.0 01/01/97
SB533 10216114767 BLOSE KEVIN M 96,000.00 SF 941.53 96,000.00 80.0 12/01/96
SB533 10216115107 JACOBS WINIFRED 70,000.00 SF 720.03 70,000.00 50.0 12/01/96
SB533 10216115332 MYLES FLORENCE 46,200.00 SF 475.22 46,200.00 60.0 12/01/96
SB533 10216116028 STUMPF DENNIS J 73,500.00 SF 584.80 73,500.00 82.1 01/01/97
SB533 10216116308 GOODRIDGE MARJORIE E 93,000.00 MF 658.25 93,000.00 66.4 01/01/97
SB533 10216118833 MARKHAM ROBERT H 132,600.00 SF 1,262.78 132,600.00 85.0 01/01/97
SB533 10216118964 BOLAND SEAN 39,950.00 SF 361.71 39,950.00 85.0 12/01/96
SB533 10216118974 MOHAMMED NASMAR 88,000.00 SF 731.94 88,000.00 69.2 12/01/96
-------------------------------------------------------- --------------------------------------
27 Sale Total 2,877,100.00 25,367.58 2,876,412.79 74.6
</TABLE>
<TABLE>
<CAPTION>
Current Property
Mortgage Value at Owner
Sale ID Account Rate Origination Occupied
- ---------------------------------------------------------------
<S> <C> <C> <C> <C>
SB533 10216098144 9.875 180,000.00 Y
SB533 10216098956 10.125 26,000.00 Y
SB533 10216102846 8.375 177,000.00 Y
SB533 10216105024 10.875 118,000.00 Y
SB533 10216108081 9.000 126,000.00 Y
SB533 10216108798 11.875 175,500.00 Y
SB533 10216109891 11.125 180,000.00 Y
SB533 10216110836 10.250 185,000.00 Y
SB533 10216110858 8.125 205,000.00 Y
SB533 10216112113 10.500 117,500.00 Y
SB533 10216112552 8.500 320,000.00 Y
SB533 10216112804 9.875 98,000.00 Y
SB533 10216112980 9.625 157,500.00 Y
SB533 10216113434 11.500 118,000.00 Y
SB533 10216114269 11.750 125,000.00 Y
SB533 10216114332 9.750 227,500.00 Y
SB533 10216114350 9.625 250,000.00 Y
SB533 10216114430 12.250 135,000.00 Y
SB533 10216114557 11.875 149,000.00 Y
SB533 10216114767 11.375 120,000.00 Y
SB533 10216115107 12.000 140,000.00 Y
SB533 10216115332 12.000 77,000.00 Y
SB533 10216116028 8.875 89,500.00 Y
SB533 10216116308 7.625 140,000.00 Y
SB533 10216118833 11.000 156,000.00 Y
SB533 10216118964 10.375 47,000.00 Y
SB533 10216118974 9.375 127,000.00 Y
-------------------------
10.036 3,966,500.00
</TABLE>
<PAGE>
Page 7
<TABLE>
<CAPTION>
Alliance Funding Company Sale Schedule B
A division of Superior Bank FSB 1996-2 Class 2 - 1st Subsequent Transfer of Adjustable Rate Mortgages - Settlement 6/27/96
Principal Type of Scheduled Cut-off Date Original Next
Balance at Mortgaged Payment Principal LTV Adjustment
Sale ID Account Name Origination Property Int & Prin Balance Ratio Date
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SB534 10216104058 REID TERRY 164,000.00 SF 1,484.87 164,000.00 84.9 11/01/96
SB534 10216105645 LEVY RICHARD 180,000.00 MF 1,529.98 179,913.77 73.4 10/01/96
------------------------------------------------------ ----------------------------------------
2 Sale Total 344,000.00 3,014.85 343,913.77 78.9
166 Total with Superior Bank 20,484,333.00 175,926.89 20,481,138.71 77.3
166 Grand Total 20,484,333.00 175,926.89 20,481,138.71 77.3
</TABLE>
<TABLE>
<CAPTION>
Current Property
Mortgage Value at Owner
Sale ID Account Rate Origination Occupied
- ---------------------------------------------------------------
<S> <C> <C> <C> <C>
SB534 10216104058 10.375 193,000.00 Y
SB534 10216105645 9.625 245,000.00 Y
-------------------------
9.983 438,000.00
9.734 27,375,801.00
9.734 27,375,801.00
</TABLE>
