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The following is an excerpt from a 8-K SEC Filing, filed by SUPERIOR BANK FSB AFC MORTGAGE LN ASSET BK CERT SER 1999-2 on 7/16/1999.
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SUPERIOR BANK FSB AFC MORTGAGE LN ASSET BK CERT SER 1999-2 - 8-K - 19990716 - EXHIBIT_4

POOLING AND SERVICING AGREEMENT
Dated as of June 1, 1999

LASALLE BANK NATIONAL ASSOCIATION

(Trustee)

and

SUPERIOR BANK FSB

(Depositor and Servicer)

AFC Mortgage Loan Asset Backed
Certificates, Series 1999-2



TABLE OF CONTENTS

ARTICLE I
DEFINITIONS.......................................................................................................2

ARTICLE II

SALE AND CONVEYANCE OF THE TRUST FUND............................................................................40
-------------------------------------
         Section 2.01      Sale and Conveyance of Trust Fund; Priority and Subordination of
                           ----------------------------------------------------------------
                           Ownership Interests...................................................................40
                           -------------------
         Section 2.02      Possession of Mortgage Files..........................................................40
                           ----------------------------
         Section 2.03      Books and Records.....................................................................40
                           -----------------
         Section 2.04      Delivery of Mortgage Loan Documents...................................................41
                           -----------------------------------
         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.................................................48
                           -------------------------------------
         Section 2.10      Conveyance of the Subsequent Mortgage Loans...........................................48
                           -------------------------------------------

ARTICLE III

REPRESENTATIONS AND WARRANTIES...................................................................................53
------------------------------
         Section 3.01      Representations of the Depositor......................................................53
                           --------------------------------
         Section 3.02      Individual Mortgage Loans.............................................................55
                           -------------------------
         Section 3.03      Purchase and Substitution.............................................................65
                           -------------------------

ARTICLE IV

THE CERTIFICATES.................................................................................................68
----------------
         Section 4.01      The Certificates......................................................................68
                           ----------------
         Section 4.02      Registration of Transfer and Exchange of Certificates.................................68
                           -----------------------------------------------------
         Section 4.03      Mutilated, Destroyed, Lost or Stolen Certificates.....................................73
                           -------------------------------------------------
         Section 4.04      Persons Deemed Owners.................................................................74
                           ---------------------
         Section 4.05      Information Reports to be Filed by the Servicer.......................................74
                           -----------------------------------------------

ARTICLE V

ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS...............................................................75
--------------------------------------------------
         Section 5.01      Duties of the Servicer................................................................75
                           ----------------------

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                                                                                                               PAGE
                                                                                                               ----
         Section 5.02      Liquidation of Mortgage Loans.........................................................77
                           -----------------------------
         Section 5.03      Establishment of Principal and Interest Accounts; Deposits in Principal and
                           ---------------------------------------------------------------------------
                           Interest Accounts.....................................................................78
                           -----------------
         Section 5.04      Permitted Withdrawals From the Principal and Interest Account.........................79
                           -------------------------------------------------------------
         Section 5.05      Payment of Property Taxes, Insurance and Other Charges................................81
                           ------------------------------------------------------
         Section 5.06      Transfer of Accounts; Monthly Statements..............................................82
                           ----------------------------------------
         Section 5.07      Maintenance of Hazard Insurance.......................................................82
                           -------------------------------
         Section 5.08      Maintenance of Mortgage Impairment Insurance Policy...................................83
                           ---------------------------------------------------
         Section 5.09      Fidelity Bond.........................................................................83
                           -------------
         Section 5.10      Title, Management and Disposition of REO Property.....................................84
                           -------------------------------------------------
         Section 5.11      Right to Repurchase Defaulted Mortgage Loans..........................................86
                           --------------------------------------------
         Section 5.12      Collection of Certain Mortgage Loan Payments..........................................87
                           --------------------------------------------
         Section 5.13      Access to Certain Documentation and Information Regarding the Mortgage
                           ----------------------------------------------------------------------
                           Loans.................................................................................87
                           -----
         Section 5.14      Superior Liens........................................................................88
                           --------------
         Section 5.15.     Environmental Matters.................................................................88
                           ---------------------

ARTICLE VI

PAYMENTS TO THE CERTIFICATEHOLDERS...............................................................................90
----------------------------------
         Section 6.01      Establishment of Certificate Account; Deposits in Certificate Account.
                           ---------------------------------------------------------------------
                           ......................................................................................90

         Section 6.02      Permitted Withdrawals from Certificate Account........................................90
                           ----------------------------------------------
         Section 6.03      Establishment of Trustee Expense Account; Deposits in Trustee Expense
                           ---------------------------------------------------------------------
                           Account; Permitted Withdrawals from Trustee Expense Account...........................91
                           -----------------------------------------------------------
         Section 6.04      Payment of Monthly Premium to Certificate Insurer.....................................93
                           -------------------------------------------------
         Section 6.05      Investment of Accounts................................................................93
                           ----------------------
         Section 6.06      Priority and Subordination of Distributions...........................................94
                           -------------------------------------------
         Section 6.07      Insufficiency of Amount Available or Net Excess Amount Available.
                           ----------------------------------------------------------------
                            ....................................................................................103
         Section 6.08      Statements...........................................................................104
                           ----------
         Section 6.09      Advances by the Servicer.............................................................109
                           ------------------------
         Section 6.10      Compensating Interest................................................................110
                           ---------------------
         Section 6.11      [Reserved]...........................................................................110
                           ---------
         Section 6.12      Pre-Funding Account..................................................................111
                           -------------------
         Section 6.13      Interest Coverage Account............................................................112
                           -------------------------
         Section 6.14      Reserve Account......................................................................114
                           ---------------
         Section 6.15      [Reserved]...........................................................................115
                           ---------
         Section 6.16      Compliance with Withholding Requirements.............................................115
                           ----------------------------------------

-iv-

                                                                                                               PAGE
                                                                                                               ----

ARTICLE VII

GENERAL SERVICING PROCEDURE.....................................................................................116
---------------------------
         Section 7.01      Assumption Agreements................................................................116
                           ---------------------
         Section 7.02      Satisfaction of Mortgages and Release of Mortgage Files..............................116
                           -------------------------------------------------------
         Section 7.03      Servicing Compensation...............................................................118
                           ----------------------
         Section 7.04      Annual Statement as to Compliance....................................................118
                           ---------------------------------
         Section 7.05      Annual Independent Public Accountants' Servicing Report and Comfort
                           -------------------------------------------------------------------
                           Letter...............................................................................119
                           ------
         Section 7.06      Certificateholder's, Trustee's and Certificate Insurer's Right to Examine
                           -------------------------------------------------------------------------
                           Servicer Records.....................................................................119
                           ----------------
         Section 7.07      Reports to the Trustee; Principal and Interest Account Statements....................120
                           ------------------------------------------------------------------

ARTICLE VIII

REPORTS TO BE PROVIDED BY SERVICER..............................................................................121
----------------------------------
         Section 8.01      Financial Statements.................................................................121
                           --------------------

ARTICLE IX

THE SERVICER....................................................................................................122
------------
         Section 9.01      Indemnification; Third Party Claims..................................................122
                           -----------------------------------
         Section 9.02      Merger or Consolidation of the Depositor and the Servicer............................123
                           ---------------------------------------------------------
         Section 9.03      Limitation on Liability of the Servicer and Others...................................123
                           --------------------------------------------------
         Section 9.04      Servicer Not to Resign...............................................................123
                           ----------------------
         Section 9.05      Representations of the Servicer......................................................124
                           -------------------------------
         Section 9.06      Accounting Upon Resignation or Termination of Servicer...............................125
                           ------------------------------------------------------
ARTICLE X

DEFAULT.........................................................................................................127
-------
         Section 10.01     Events of Default....................................................................127
                           -----------------
         Section 10.02     Trustee to Act; Appointment of Successor.............................................130
                           ----------------------------------------
         Section 10.03     Waiver of Defaults...................................................................132
                           ------------------

ARTICLE XI

TERMINATION.....................................................................................................133
-----------
         Section 11.01     Termination..........................................................................133
                           -----------
         Section 11.02     Additional Termination Requirements..................................................135
                           -----------------------------------
         Section 11.03     Depositor's Right to Depositor's Yield Absolute......................................136
                           -----------------------------------------------

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                                                                                                               PAGE
                                                                                                               ----

ARTICLE XII

THE TRUSTEE.....................................................................................................137
-----------
         Section 12.01     Duties of Trustee....................................................................137
                           -----------------
         Section 12.02     Certain Matters Affecting the Trustee................................................139
                           -------------------------------------
         Section 12.03     Trustee Not Liable for Certificates or Mortgage Loans................................140
                           -----------------------------------------------------
         Section 12.04     Trustee May Own Certificates.........................................................141
                           ----------------------------
         Section 12.05     Servicer to Pay Trustee's Fees and Expenses..........................................141
                           -------------------------------------------
         Section 12.06     Eligibility Requirements for Trustee.................................................141
                           ------------------------------------
         Section 12.07     Resignation and Removal of the Trustee...............................................142
                           --------------------------------------
         Section 12.08     Successor Trustee....................................................................143
                           -----------------
         Section 12.09     Merger or Consolidation of Trustee...................................................144
                           ----------------------------------
         Section 12.10     Appointment of Co-Trustee or Separate Trustee........................................144
                           ---------------------------------------------
         Section 12.11     Tax Returns..........................................................................145
                           -----------
         Section 12.12     Appointment of Custodians............................................................145
                           -------------------------
         Section 12.13     Trustee May Enforce Claims Without Possession of Certificates........................145
                           -------------------------------------------------------------
         Section 12.14     Suits for Enforcement................................................................146
                           ---------------------
         Section 12.15     Control of Remedies by Certificate Insurer and Certificateholders....................146
                           -----------------------------------------------------------------
         Section 12.16     Year 2000 Compliance.................................................................146
                           --------------------

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
                           --------

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                                                                                                      PAGE
                                                                                                      ----

Section 14.12     The Certificate Insurer..............................................................155
                  -----------------------
Section 14.13     Paying Agent.........................................................................156
                  ------------
Section 14.14     Actions of Certificateholders........................................................156
                  -----------------------------
Section 14.15     Grant of Security Interest...........................................................157
                  --------------------------

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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 GROUP 1
EXHIBIT H-2       MORTGAGE LOAN SCHEDULE FOR GROUP 2
EXHIBIT I         REQUEST FOR RELEASE OF DOCUMENTS
EXHIBIT J         TRANSFER AFFIDAVIT
EXHIBIT J-1       FORM OF TRANSFER CERTIFICATE
EXHIBIT K         SPECIAL POWER OF ATTORNEY
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         PROPOSED SUBSEQUENT MORTGAGE LOAN SCHEDULE
EXHIBIT S         MORTGAGE LOANS 30 OR MORE DAYS DELINQUENT
EXHIBIT T         SUBSEQUENT TRANSFER INSTRUMENT
EXHIBIT U         FORM OF ADDITION NOTICE

EXHIBIT V SCHEDULE OF MORTGAGE LOANS WITH LOST NOTE AFFIDAVITS

-viii-

Pooling and Servicing Agreement dated as of June 1, 1999, among LaSalle Bank National Association, as trustee (the "Trustee"), Superior Bank FSB, as depositor (the "Depositor") and 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 Group 1 Mortgage Loans and Group 2 Mortgage Loans to the Trustee for the benefit of the Certificateholders under this Agreement, pursuant to which three classes of Certificates are being issued on the Closing Date, denominated on the face thereof as AFC Mortgage Loan Asset Backed Certificates, Series 1999-2, Class 1A, 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 Group 1 Initial Mortgage Loans have an aggregate outstanding principal balance of $250,516,968.20 as of the Cut-off Date, and the Group 2 Initial Mortgage Loans have an aggregate outstanding principal balance of $213,783,852.37 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 Groups is $464,300,820.57 as of the Cut-off Date. Group 1 consists of fixed rate mortgage loans and Group 2 consists of adjustable rate mortgage loans. The Class A Certificates will have variable pass-through rates. 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]


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 Group 1 and Group 2, evidenced by AFC Mortgage Loan Asset Backed Certificates, Series 1999-2, Class 1A, Class 2A and Class R. All calculations of interest pursuant to this Agreement, unless otherwise specified, are based on the actual number of days elapsed in the Accrual Period and a 360-day year.

ACCOUNT: Any of the Certificate Accounts, Trustee Expense Accounts, Interest Coverage Accounts, Reserve Accounts, Principal and Interest Accounts or Pre-Funding Accounts 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 and Class 2A Certificates and with respect to any Remittance Date other than the July 1999 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 1999 Remittance Date, the period commencing on the Closing Date and ending on the day immediately preceding the July 1999 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 amount necessary to reduce the related Class 1A or Class 2A Principal Balance so that the Overcollateralization Amount for the related Group equals the related Required Overcollateralization Amount for such Group.

ADJUSTMENT DATE: With respect to each Group 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).

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,

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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 each Group and for a particular Remittance Date, the sum of (i) the Available Remittance Amount for such Group (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 Group for such Remittance Date, (iii) if an Available Funds Shortfall exists in such Group, (a) first, the Net Excess Spread from the other Group, to the extent of such Available Funds Shortfall and (b) second, the Excess Principal from the other Group, to the extent of any remaining Available Funds Shortfall, (iv) if such Remittance Date is prior to the Cross-Over Date, the Available Transfer Cashflow, to the extent necessary to reach the Required Overcollateralization Amount for such Group, (v) any amounts required to be deposited in the related Certificate Account pursuant to Section 6.14(c) and (vi) any Insured Payments with respect to such Group.

AMOUNTS HELD FOR FUTURE DISTRIBUTION: With respect to any Group and as to any Remittance Date, the aggregate amount held in the Principal and Interest Accounts with respect to such Group 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 0.010% 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 Multifamily Loans, Mixed Use Loans and Commercial 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 Multifamily Loan, Mixed Use Loan or Commercial 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.

ASSIGNMENT OF MORTGAGE: With respect to each Mortgage Loan, an assignment of the Mortgage, notice of transfer or equivalent instrument sufficient under the laws

-3-

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 and Class 2A Certificates may be issued in a different amount which is less than the related minimum dollar denomination).

AVAILABLE FUNDS CAP CARRY FORWARD AMOUNT: With respect to Group 2 and any Remittance Date up to and including (but not after) the Remittance Date on which the Class 2A Principal Balance is reduced to zero, an amount equal to the sum of (i) the excess, if any, of (x) the Class 2A Interest Remittance Amount for the immediately preceding Remittance Date calculated pursuant to clause (i) of the definition of Class 2A Pass-Through Rate, but in no event greater than the Available Funds Cap Rate, over (y) the Class 2A Interest Remittance Amount for the immediately preceding Remittance Date calculated pursuant to clause (ii) of the definition of Class 2A Pass-Through Rate, (ii) the amount of any Available Funds Cap Carry Forward Amount for such preceding Remittance Date to the extent not distributed to the Class 2A Certificateholders on such preceding Remittance Date and (iii) interest accrued on the amounts described in clauses
(i) and (ii) above during the Accrual Period for the current Remittance Date at the Class 2A Pass-Through Rate for such Remittance Date.

AVAILABLE FUNDS CAP RATE: As to any Remittance Date, the weighted average of the Maximum Mortgage Rates of the Group 2 Mortgage Loans minus, with respect to Group 2, 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.

AVAILABLE FUNDS SHORTFALL: With respect to any Group and for a particular Remittance Date, the amount by which the Available Remittance Amount plus Excess Spread for such Group 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 Group.

AVAILABLE REMITTANCE AMOUNT: With respect to each Group 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 Group, any related Amounts Held for Future Distribution, any amounts not required to be deposited in the related Principal and Interest Accounts pursuant to Section 5.03 and any amounts withdrawn by the Servicer pursuant to Section 5.04(ii), (iii), (v), (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 Monthly Advances and Compensating Interest payments with respect to the related Group remitted by the Servicer for such Remittance Date, (iii) with respect to the final Remittance Date in connection with the

-4-

purchase of all the Mortgage Loans and REO Properties by the Servicer or Certificate Insurer, the Termination Price remitted by the Servicer and (iv) the amount of any Interest Coverage Additions with respect to the related Group for such Remittance Date. 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 Group and for a particular Remittance Date, an amount equal to the Remaining Net Excess Spread and Net Excess Principal for the other Group remaining after the payment, if any, of Additional Principal on the Class A Certificates related to such other Group.

BALLOON MORTGAGE LOAN: Any Mortgage Loan that provided on the date of origination for an amortization schedule extending beyond its stated maturity date.

BALLOON PAYMENT: With respect to any Balloon Mortgage Loan, as of any date of determination, the Monthly Payment payable on the stated maturity date of such Mortgage Loan.

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.

CERCLA: The Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended.

CERTIFICATE: Any Class 1A 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 Group, as described in Section
6.01. With respect to Group 1, the Certificate Account shall be known as the Group 1 Certificate Account and with respect to Group 2, the Certificate Account shall be known as the Group 2 Certificate Account.

-5-

CERTIFICATEHOLDER or HOLDER: The Person in whose name a Certificate is registered in the Certificate Register, except that, neither a Disqualified Organization nor a NonUnited States Person shall be a Holder of a Class R Certificate for any purposes hereof and, 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 99010499, 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, 2A or R).

CLASS PERCENTAGE: With respect to any Class 1A or Class 2A Certificate and any Remittance Date, the percentage obtained by dividing (i) the amount determined pursuant to clause (c) of the definition of Class A Principal Remittance Amount for such Class 1A or Class

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2A Certificate on such Remittance Date, by (ii) the sum of the amounts determined pursuant to clause (c) of the definition of Class A Principal Remittance Amounts for all Class 1A or 2A Certificates, as the case may be, on such Remittance Date.

CLASS 1A CAP RATE: As to any Remittance Date, the weighted average of the Mortgage Rates of the Group 1 Mortgage Loans minus, with respect to Group 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 CERTIFICATEHOLDER: A Holder of a Class 1A Certificate.

CLASS 1A INTEREST REMITTANCE AMOUNT: As to any Remittance Date, the interest accrued at the Class 1A Pass-Through Rate for the related Accrual Period on the Class 1A Principal Balance immediately prior to such Remittance Date.

CLASS 1A MAJORITY CERTIFICATEHOLDERS: The Holder or Holders of Class 1A Certificates possessing Voting Rights in excess of 50% in the aggregate.

CLASS 1A PASS-THROUGH RATE: As to any Remittance Date, the lesser of (i) One-Month LIBOR plus 0.41% per annum and (ii) the Class 1A Cap Rate; provided, however, that on any Remittance Date on which the Servicer does not exercise its option to purchase the Mortgage Loans and REO Properties pursuant to Section 11.01, the rate provided in clause (i) will be One-Month LIBOR plus 0.81% per annum.

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 (a) or (b)(i) or each of 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 or amounts described in the last sentence 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 Section 6.06(c)(A)(X)(iv) and (C) all amounts previously distributed to the Class 1A Certificateholders pursuant to the last paragraph of Section 6.06(c).

CLASS 1A REMITTANCE AMOUNT: As of any Remittance Date, the Class A Remittance Amount with respect to the Class 1A Certificates.

CLASS 2A CAP RATE: As to any Remittance Date, the weighted average of the Mortgage Rates of the Group 2 Mortgage Loans minus, with respect to Group 2, the sum of (a)

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the Servicing Fee Rate, (b) the rate at which the Annual Trustee Expense Amount is calculated and (c) the Premium Percentage.

CLASS 2A CERTIFICATEHOLDER: A Holder of a Class 2A Certificate.

CLASS 2A CERTIFICATE: A Certificate denominated as 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 related Accrual Period on the Class 2A Principal Balance immediately prior to such Remittance Date.

CLASS 2A MAJORITY CERTIFICATEHOLDERS: The Holder or Holders of Class 2A Certificates possessing Voting Rights in excess of 50% in the aggregate.

CLASS 2A PASS-THROUGH RATE: As to any Remittance Date, the lesser of (i) One-Month LIBOR plus 0.25% per annum, and (ii) the Class 2A Cap Rate; provided, however, that on any Remittance Date on which the Servicer does not exercise its right to purchase Mortgage Loans and REO Properties pursuant to Section 11.01, the rate provided in clause (i) will be One-Month LIBOR plus 0.65%.

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 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 (a) or (b)(i) or each of 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 or amounts described in the last sentence 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 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) and (ii) or pursuant to 6.06(c)(A)(Y)(i) and (ii), with respect to Group 1, or pursuant to Sections 6.06(c)(B)(X)(i) and (ii) or pursuant to Sections 6.06(c)(B)(Y)(i) and

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(ii), with respect to Group 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 Class 1A Pass-Through Rate with respect to Group 1, and the Class 2A Pass-Through Rate with respect to Group 2 from such immediately preceding Remittance Date.

CLASS A CERTIFICATE: A certificate denominated as a Class 1A 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 Interest Remittance Amount or the Class 2A Interest Remittance Amount.

CLASS A PASS-THROUGH RATE: As to any Remittance Date, any of the Class 1A Pass-Through Rate or the Class 2A Pass-Through Rate.

CLASS A PRINCIPAL BALANCE: As of any date of determination, either the Class 1A Principal Balance or the 2A Principal Balance.

CLASS A PRINCIPAL REMITTANCE AMOUNT: With respect 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 any Class of Class A Certificates, such amount being equal to the least of (a) if such Remittance Date is prior to the Cross-Over Date, that amount required for the Overcollateralization Amount to reach the Required Overcollateralization Amount with respect to the related Group, or thereafter, to maintain such Required Overcollateralization Amount on such Remittance Date,
(b) the sum of (i) the related Class A 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 Group or interest accrued thereon in accordance with the definition of Class A Carry Forward Amount) and
(c)(vii) below and (c) the sum of the following amounts with respect to the related Group (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, the principal portion of Deferred Payments 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 such Group; (v) the Class A Carry-Forward Amount with respect to such Group;
(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 such Group which represents principal and (b) the

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principal portion of any Substitution Adjustments deposited in the Principal and Interest Account with respect to such Group as of the related Determination Date; (vii) any amounts recovered from the 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 such Group that was recovered as a Preference Amount by a trustee in bankruptcy pursuant to the United States Bankruptcy Code in accordance with a Final Order; and (viii) the amount, if any, by which (a) the related Class A Principal Balance with respect 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 Section 6.06(c)(A)(X)(ii) with respect to Group 1 or Section 6.06(c)(B)(X)(ii) with respect to Group 2 and applied to reduce the related Class A 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 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, an amount equal to 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 24, 1999.

CODE: The Internal Revenue Code of 1986, as amended.

COMBINED LOAN-TO-VALUE RATIO OR CLTV: With respect to any Group 1 Mortgage Loan, the sum of the original principal balance of such Group 1 Mortgage Loan and the outstanding principal balance of any related First Lien as of the date of origination of the Group 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 Group 1 Mortgage Loan or (ii) the purchase price of the Mortgaged Property if the Group 1 Mortgage Loan proceeds are used to purchase the Mortgaged Property.

COMMERCIAL LOAN: Any Group 1 Mortgage Loan which is secured by a Commercial Property.

COMMERCIAL PROPERTY: With respect to the Group 1 Mortgage Loans, a property which consists of a commercial structure.

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COMPENSATING INTEREST: As defined in Section 6.10.

CROSS-OVER DATE: With respect to each Group, 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 Bank National Association.

CUT-OFF DATE: June 1, 1999.

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 after deducting all payments of principal due or deferred on or prior to such date.

DEFERRED PAYMENT LOAN: Any Mortgage Loan as to which the Mortgagor, at origination, elected, in accordance with the terms of the related Mortgage Note, to defer the first two or three payments due thereunder.

DEFERRED PAYMENT: With respect to any Deferred Payment Loan, the aggregate amount of principal and interest deferred pursuant to the terms of such loan.

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 Group 1, the sum of:

(a) 5.375% of the aggregate Principal Balance of the Group 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;

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(b) 10.75% of the aggregate Principal Balance of the Group 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 Group 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 Group 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 Group 2, the sum of:

(a) 5.375% of the aggregate Principal Balance of the Group 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 Group 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 Group 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

(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 Group 2 held by the Servicer as of the end of the last Business Day of the month preceding such Determination Date.

DELINQUENT: A Mortgage Loan is delinquent if any payment due thereon is not made by the close of business on the Due Date. A Mortgage Loan is "30 days delinquent" if such payment has not been received by the close of business on the corresponding day of the month immediately succeeding the month in which such payment was due, or, if there is no such corresponding day (e.g., as when a 30-day month follows a 31-day month in which a payment was due on the 31st day of such month) then on the close of business on the last day of such immediately succeeding month. Similarly for "60 days delinquent," "90 days delinquent" and so on.

DEPOSIT PREMIUM: As defined in the Insurance Agreement.

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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 and any Deferred Payments 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(5) 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 Multifamily Loan, a Mixed Use Loan or a Commercial 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 Freddie Mac, 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 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

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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).

ERISA: Employee Retirement Income Security Act of 1974, as amended.

EVENT OF DEFAULT: As described in Section 10.01.

EVENT OF NONPAYMENT: An event of nonpayment shall occur with respect to each Group 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 Group, plus the amount of any Excess Principal from the other Group, 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

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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 Section 6.06(c)(A)(Y)(i) with respect to Group 1, and Section 6.06(c)(B)(Y)(i) with respect to Group 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 Section 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 Group since the Closing Date exceeds 75% of the related Subordinated Amount as of August 25, 1999.

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 Group and for a particular Remittance Date, the lesser of (i) the excess, if any, of (a) the amount described in the related definition of Class A Principal Remittance Amount without giving effect to clause (a) thereof over (b) the amount described in the related definition of Class A Principal Remittance Amount after giving effect to clause (a) thereof and (ii) the amount described in clause (i) remaining after the application of the related Available Remittance Amount to cover the Required Payments for such Group.

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 which interest was last paid by the Mortgagor or advanced by the Servicer to but not including the Due Date in such Due Period.

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EXCESS SPREAD: With respect to Group 1 and for a particular Remittance Date, an amount equal to the sum of (a) the excess of (x) all payments received or advanced on account of interest on the Group 1 Mortgage Loans during the related Due Period and amounts withdrawn from the Group 1 Reserve Account pursuant to Section 6.14(c)(i)(A) over (y) the sum of (i) the Class 1A Interest Remittance Amount for such Remittance Date, (ii) the Annual Trustee Expense Amount with respect to Group 1 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 26, 1999, August 25, 1999 and September 27, 1999 Remittance Dates only, Excess Spread shall also include an amount with respect to the related Pre-Funded Amount to be determined by the Certificate Insurer and deposited into the Group 1 Interest Coverage Account by the Depositor on the Closing Date.

With respect to Group 2 and for a particular Remittance Date, an amount equal to the sum of (a) the excess of (x) all payments received or advanced on account of interest on the Group 2 Mortgage Loans during the related Due Period and amounts withdrawn from the Group 2 Reserve Account pursuant to Section 6.14(c)(i)(A) over (y) the sum of (i) the Class 2A Interest Remittance Amount for such Remittance Date, (ii) the Annual Trustee Expense Amount with respect to Group 2 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 26, 1999, August 25, 1999 and September 27, 1999 Remittance Dates only, Excess Spread shall also include an amount with respect to the related Pre-Funded Amount to be determined by the Certificate Insurer and deposited into the Group 2 Interest Coverage Account.

FANNIE MAE: Fannie Mae, formerly known as the Federal National Mortgage Association, and any successor thereto.

FDIC: The Federal Deposit Insurance Corporation and any successor thereto.

FIDELITY BOND: As described in Section 5.09.

FINAL ORDER: As defined in Section 6.06(b).

FIRST LIEN: With respect to any Group 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.

FREDDIE MAC: Freddie Mac, formerly known as the Federal Home Loan Corporation, and any successor thereto.

FUNDING PERIOD: With respect to each Group, 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 September 17, 1999.

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GROSS MARGIN: With respect to each Group 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.

GROUP: Either Group 1 or Group 2.

GROUP 1: (i) the Group 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 Group 1 or are deposited, with respect to Group 1 in the Group 1 Certificate Account, Group 1 Trustee Expense Account, Group 1 Reserve Account, Group 1 Interest Coverage Account, the Group 1 Pre-Funding Account or the Group 1 Principal and 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 Group 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 Group 1 Mortgage Loans and (vi) Released Mortgaged Property Proceeds with respect to Group 1 Mortgage Loans. The Depositor's Yield and amounts received after the Cut-off Date in the case of Group 1 Initial Mortgage Loans, or after a Subsequent Cut-off Date in the case of Group 1 Subsequent Mortgage Loans, in respect of interest accrued on the Group 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 a part of Group 1.

GROUP 1 CERTIFICATE ACCOUNT: The Certificate Account with respect to Group 1.

GROUP 1 FUNDING PERIOD: The Funding Period with respect to Group 1.

GROUP 1 INITIAL MORTGAGE LOAN: The Initial Mortgage Loans with respect to Group 1.

GROUP 1 INTEREST COVERAGE ACCOUNT: The Interest Coverage Account with respect to Group 1.

GROUP 1 MORTGAGE LOANS: The Mortgage Loans subject to this Agreement included in Group 1.

GROUP 1 PRE-FUNDING ACCOUNT: The Pre-Funding Account with respect to Group 1.

GROUP 1 PRINCIPAL AND INTEREST ACCOUNT: The Principal and Interest Account with respect to Group 1.

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GROUP 1 PRINCIPAL BALANCE: As of any date of determination, the aggregate Principal Balances of the Group 1 Mortgage Loans.

GROUP 1 RESERVE ACCOUNT: The Reserve Account with respect to Group 1.

GROUP 1 STATISTICAL PRINCIPAL BALANCE: The aggregate Cut-off Date Principal Balances of the Group 1 Initial Mortgage Loans, other than Permanent Buydown Companion Loans included in the initial Group 1, which amount is equal to $248,139,272.81.

GROUP 1 SUBSEQUENT MORTGAGE LOAN: A Group 1 Mortgage Loan assigned and transferred by the Depositor to the Trustee pursuant to Section 2.10, such Group 1 Mortgage Loan being identified on the related Mortgage Loan Schedule attached to a Group 1 Subsequent Transfer Instrument.

GROUP 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 Group 1 Subsequent Mortgage Loans are transferred and assigned to the Trustee.

GROUP 1 TRUSTEE EXPENSE ACCOUNT: The Trustee Expense Account with respect to Group 1.

GROUP 2: (i) the Group 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 Group 2 or are deposited, with respect to Group 2, in the Group 2 Certificate Account, Group 2 Trustee Expense Account, Group 2 Reserve Account, Group 2 Interest Coverage Account, the Group 2 Pre-Funding Account or the Group 2 Principal and 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 Group 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 Group 2 Mortgage Loans and (vi) Released Mortgaged Property Proceeds with respect to Group 2 Mortgage Loans. The Depositor's Yield and amounts received after the Cut-off Date in the case of the Group 2 Initial Mortgage Loans, or after a Subsequent Cut-off Date in the case of Group 2 Subsequent Mortgage Loans, in respect of interest accrued on the Group 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 a part of Group 2.

GROUP 2 CERTIFICATE ACCOUNT: The Certificate Account with respect to Group 2.

GROUP 2 FUNDING PERIOD: The Funding Period with respect to Group 2.

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GROUP 2 INITIAL MORTGAGE LOANS: The Initial Mortgage Loans with respect to Group 2.

GROUP 2 INTEREST COVERAGE ACCOUNT: The Interest Coverage Account with respect to Group 2.

GROUP 2 MORTGAGE LOANS: The Mortgage Loans subject to this Agreement included in Group 2.

GROUP 2 PRE-FUNDING ACCOUNT: The Pre-Funding Account with respect to Group 2.

GROUP 2 PRINCIPAL AND INTEREST ACCOUNT: The Principal and Interest Account with respect to Group 2.

GROUP 2 PRINCIPAL BALANCE: As of any date of determination, the aggregate Principal Balances of the Group 2 Mortgage Loans.

GROUP 2 RESERVE ACCOUNT: The Reserve Account with respect to Group 2.

GROUP 2 SUBSEQUENT MORTGAGE LOAN: A Group 2 Mortgage Loan assigned and transferred by the Depositor to the Trustee pursuant to Section 2.10, such Group 2 Mortgage Loan being identified on the related Mortgage Loan Schedule attached to a Group 2 Subsequent Transfer Instrument.

GROUP 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 Group 2 Subsequent Mortgage Loans are transferred and assigned to the Trustee.

GROUP 2 TRUSTEE EXPENSE ACCOUNT: The Trustee Expense Account with respect to Group 2.

GROUP FACTOR: With respect to each Group and as of any date of calculation, the Group 1 Principal Balance less the aggregate Principal Balances of the Group 1 Mortgage Loans that are Permanent Buydown Companion Loans or the Group 2 Principal Balance, as applicable, 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 Group Principal Balance with respect to such Group (excluding, with respect to Group 1, the aggregate Principal Balance of the Permanent Buydown Companion Loans) and the Principal Balances of all Subsequent Mortgage Loans with respect to such Group as of the Subsequent Cut-off Date.

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INDEX: With respect to the Group 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 (5.19), as most recently announced as of a date 45 days preceding such Mortgage Loan's Adjustment Date (the "One-Year Treasury Index") or (ii) the average of interbank offered rates for six-month U.S. dollar-denominated deposits in the London market as published in The Wall Street Journal "Money Rates" table, and as most recently available as of the date 45 days before such Mortgage Loan Adjustment Date if such date falls on a Friday or, if such date does not fall on a Friday, then as most recently available as of the Friday immediately preceding the date 45 days before each such Mortgage Loan's Adjustment Date (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 Group 2 Mortgage Loan, the first adjustment date following the origination of such Mortgage Loan.

INITIAL MORTGAGE RATE: With respect to each Group 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.

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.

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

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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 Group 1 Mortgage Loans and customary first mortgage servicing procedures in the case of Group 2 Mortgage Loans.

INSURED PAYMENT: With respect to each Class of Class A Certificates and as of each Remittance Date, the amount, if any, by which (1) the related Class A Remittance Amount (excepting clause (c)(vi) of each of the related definitions 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 Group, if any, plus Excess Principal from the other Group, if any, and (Y) the related Subordinated Amount, or (II), if such Remittance Date is on or after the related Cross-Over Date, that portion of the Amount Available constituting Excess Spread with respect to the related Group available to pay the related Class A Interest Remittance Amount pursuant to Section 6.06(c)(A)(Y)(i) with respect to Group 1 and Section 6.06(c)(B)(Y)(i) with respect to Group 2, plus (c) any amount transferred from the related Reserve Account to the related Certificate Account pursuant to Section 6.14(c)(i), 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 Group, the Account established and maintained pursuant to Section 6.13, which must be an Eligible Account. With respect to Group 1 the Interest Coverage Account shall be known as the Group 1 Interest Coverage Account and with respect to Group 2, the Interest Coverage Account shall be known as the Group 2 Interest Coverage Account.

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INTEREST COVERAGE ADDITION: With respect to the related Group and as to any Remittance Date, the sum of the amounts described in Sections 6.13(b), 6.13(c) and 6.13(d).

INTEREST COVERAGE AMOUNT: With respect to each Group, the amount to be paid by the Depositor to the Trustee for deposit into the related Interest Coverage Account pursuant to Section 6.13(a). On the Closing Date, such amount is $4,449,500.39 for Group 1 and $3,919,495.50 for Group 2. On each Subsequent Transfer Date and with respect to each Group, such amount shall be equal to the amount of interest that will accrue during the period of deferment on the principal balance of each Deferred Payment Loan as transferred to the Trust Fund that would otherwise be due after the Subsequent Cut-off Date.

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 Group 1, the Class 1A Majority Certificateholders. With respect to Group 2, the Class 2A Majority Certificateholders.

MANUFACTURED HOME: A manufactured home within the meaning of 42 United States Code Section 5402(6).

MANUFACTURED HOME LOAN: Any Mortgage Loan which is secured by a first lien on real estate to which a Manufactured Home has been permanently affixed.

MAXIMUM MORTGAGE RATE: With respect to each Group 2 Mortgage Loan, the maximum rate of interest set forth in the related Mortgage Note.

MINIMUM MORTGAGE RATE: With respect to each Group 2 Mortgage Loan, the minimum rate of interest set forth in the related Mortgage Note.

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MIXED USE LOAN: Any Group 1 Mortgage Loan which is secured by a mixed residential and commercial structure.

MIXED USE PROPERTY: With respect to Group 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.

MONTHLY PAYMENT: The scheduled monthly payment or Periodic Payment(s) of principal and/or interest required to be made by a Mortgagor on the related Mortgage Loan during any month, as set forth in the related Mortgage Note.

MONTHLY PREMIUM: With respect to each Group, the monthly premium payable to the Certificate Insurer equal to the product of (i) one-twelfth of 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, Land Trust Mortgage 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 Group, 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

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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 Group 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.

MORTGAGE RATE: With respect to each Group 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 Group 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, Mixed Use Property or Commercial Property which secures a Mortgage Loan.

MORTGAGOR: The obligor on a Mortgage Note.

MULTIFAMILY LOAN: Any Mortgage Loan which is secured by Multifamily Property.

MULTIFAMILY PROPERTY: With respect to a Mortgage Loan, a residential property consisting of five or more dwelling units.

NET EXCESS AMOUNT AVAILABLE: With respect to any Group and for a particular Remittance Date, the sum of (i) the Available Remittance Amount for such Group (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 Group.

NET EXCESS PRINCIPAL: With respect to any Group and for a particular Remittance Date, the Excess Principal for such Group remaining after the application thereof to cover an Available Funds Shortfall with respect to the other Group.

NET EXCESS SPREAD: With respect to any Group and for a particular Remittance Date, the Excess Spread for such Group remaining after the application thereof to cover Required Payments with respect to such Group (other than in respect of the Class A Principal Remittance Amount after the related Cross-Over Date).

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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 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 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 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. If the Trustee is unable to determine One Month LIBOR for an Accrual Period, the rate for such Accrual Period shall be One Month LIBOR as determined for the previous Accrual Period. Notwithstanding the foregoing, however, One-Month LIBOR for an Accrual Period shall not be based on One-Month LIBOR for the previous Accrual Period for three consecutive Accrual Periods. If, under the priorities described above, One-Month LIBOR for an Accrual Period would be based on One-Month LIBOR for the previous Accrual Period for the

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second consecutive Accrual Period, the Trustee shall select a comparable alternative index (over which the Trustee has no control) used for determining one-month Eurodollar lending rates that is calculated and published (or otherwise made available) by an independent third party.

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: $375,000,000.

ORIGINAL CLASS 2A PRINCIPAL BALANCE: $325,000,000.

ORIGINAL GROUP PRINCIPAL BALANCE: Either the Original Group 1 Principal Balance or the Original Group 2 Principal Balance, as applicable.

ORIGINAL GROUP 1 PRINCIPAL BALANCE: The aggregate Cut-off Date Principal Balances of the Group 1 Initial Mortgage Loans, which amount is equal to $250,516,968.20.

ORIGINAL GROUP 2 PRINCIPAL BALANCE: The aggregate Cut-off Date Principal Balances of the Group 2 Initial Mortgage Loans, which amount is equal to $213,783,852.37.

ORIGINAL POOL PRINCIPAL BALANCE: $464,300,820.57, equal to the sum of the Original Group 1 Principal Balance and the Original Group 2 Principal Balance.

ORIGINAL PRE-FUNDED AMOUNT: With respect to each Group, the amount deposited by the Depositor in the related Pre-Funding Account on the Closing Date, which amount is $133,928,990.05 for Group 1 and $118,187,547.02 for Group 2.

OVERCOLLATERALIZATION AMOUNT: With respect to any Group and for a particular Remittance Date, the excess, if any, of (i) the sum of (a) the related Group Principal Balance, (b) the related Pre-Funded Amount and (c) the amount, if any, on deposit in the related Reserve Account allocated to such Group 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 Group on such Remittance Date.

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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 or Class 2A Certificate, the portion of the Class evidenced by such Certificate, expressed as a percentage rounded to four decimal places, 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 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 Group 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 Group 2 Mortgage Loans with a One-Year Treasury Index, to not more than two percentage points, and (ii) with respect to Group 2 Mortgage Loans with a Six-Month LIBOR Index, to not more than one percentage point, or, with respect to the Six-Month LIBOR Loans which are subject to an adjustment after an initial twenty-four month period, increase to not more than two percentage points on the initial Adjustment Date only.

PERIODIC PAYMENT: With respect to any Periodic Payment Loan, as of any date of determination, the scheduled payment of principal and/or interest required to be made by a Mortgagor as set forth in the related Mortgage Note.

PERIODIC PAYMENT LOANS: Any Mortgage Loan that provided, on the date of origination, for Periodic Payments to be made every twenty-eight (28) days.

PERMANENT BUYDOWN LOAN: A Mortgage Loan made to a Mortgagor together with a Permanent Buydown Companion Loan.

PERMANENT BUYDOWN COMPANION LOAN: A Mortgage Loan made to a Mortgagor together with a Permanent Buydown Loan, at origination of such Permanent Buydown Loan, for the purpose of financing the buydown of the interest rate on such Permanent Buydown Loan.

PERMITTED INSTRUMENTS: As used herein, Permitted Instruments shall include the following:

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(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, Freddie Mac senior debt obligations, and Fannie Mae 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

(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.

PERMITTED TRANSFEREE: Any transferee of a Class R Certificate other than a Disqualified Organization, an "electing large partnership" as defined in
Section 775 of the Code or a 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.

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PLAN: Any employee benefit plan within the meaning of Section 3(3) of ERISA or a plan within the meaning of Section 4975(e)(1) of the Code.

POOL PRINCIPAL BALANCE: As of any date of determination, the aggregate of the Group 1 Principal Balance and the Group 2 Principal Balance.

PREFERENCE AMOUNT: As defined in Section 6.06(b).

PRE-FUNDED AMOUNT: With respect to each Group and with respect to any Determination Date, the amount on deposit in the related Pre-Funding Account.

PRE-FUNDING ACCOUNT: With respect to each Group, the account established and maintained pursuant to Section 6.12. With respect to Group 1, the Pre-Funding Account shall be known as the Group 1 Pre-Funding Account and, with respect to Group 2, the Pre-Funding Account shall be known as the Group 2 Pre-Funding Account.

PREMIUM PERCENTAGE: With respect to each Group and as of any Remittance Date, the percentage designated as such in the Insurance Agreement.

PREPAYMENT ASSUMPTION: With respect to Group 1, 2% per annum of the then outstanding principal balance of the Group 1 Mortgage Loans in the first month of the life of the Group 1 Mortgage Loans, and an additional 1.2% per annum in each month thereafter until the twenty-first month and in each month thereafter during the life of the Group 1 Mortgage Loans, 26% per annum each month. With respect to Group 2, an assumed constant rate of prepayment equal to 28% per annum.

PRINCIPAL AND INTEREST ACCOUNT: With respect to each Group, the principal and interest account established by the Servicer pursuant to Section
5.03. With respect to Group 1, the Principal and Interest Account shall be known as the Group 1 Principal and Interest Account and, with respect to Group 2, the Principal and Interest Account shall be known as the Group 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 Cutoff 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

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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 Group 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.

PROPOSED SUBSEQUENT MORTGAGE LOAN SCHEDULE: With respect to each Group, the proposed schedule of mortgage loans or potential mortgage loans from which the majority of the Subsequent Mortgage Loans will be obtained, attached hereto as Exhibit R.

PROSPECTUS: The prospectus and prospectus supplement, as supplemented, 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 Group 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 Mortgaged Property 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, 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

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(B) with respect to any Group 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 (excluding, with respect to a Permanent Buydown Loan, the principal balance of the related Permanent Buydown Companion Loan) as of the date of liquidation) equal to the outstanding Principal Balance of such Mortgage Loan (excluding, with respect to a Permanent Buydown Loan, the principal balance of the related Permanent Buydown Companion Loan) as of the date of liquidation minus that portion of Net Liquidation Proceeds (excluding, with respect to a Permanent Buydown Loan, any Net Liquidation Proceeds attributable to the related Permanent Buydown Companion Loan) actually distributed to Class A Certificateholders pursuant to Section 6.06(c) in respect of such Liquidated Mortgage Loan, it being understood that all Net Liquidation Proceeds are first applied to reduce the principal balance of the Permanent Buydown Loan until such principal balance has been reduced to zero, and then applied to the principal balance of the Permanent Buydown Companion Loan.

RECORD DATE: The Business Day immediately preceding the related Remittance Date.

REFERENCE BANKS: Such leading banks selected by the Trustee and engaged in transactions in Eurodollar deposits in the international Eurocurrency market.

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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 Group and for a particular Remittance Date, the Net Excess Spread for such Group remaining after the application thereof to cover an Available Funds Shortfall with respect to the other Group.

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 26, 1999.

RENTS FROM REAL PROPERTY: With respect to any REO Property relating to a Multifamily Loan, Mixed Use Loan or Commercial 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 Group and at any time, the overcollateralization amount required by the Certificate Insurer and set forth as the "Required Overcollateralization Amount" in the Insurance Agreement with respect to each Group.

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REQUIRED PAYMENTS: With respect to any Group 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 Group, and if necessary, the Account established and maintained pursuant to Section 6.14, which must be an Eligible Account. With respect to Group 1, the Reserve Account shall be known as the Group 1 Reserve Account and with respect to Group 2, the Reserve Account shall be known as the Group 2 Reserve Account.

RESERVE ACCOUNT DEPOSIT: With respect to each Group, the amount set forth in the Insurance Agreement Supplement which is required by the Certificate Insurer to be deposited in the related Reserve Account pursuant to Section 6.14(a)(ii).

RESERVE ACCOUNT INTEREST DEPOSIT: With respect to each Group, the amount of interest that will accrue during the period of deferment on the principal balance of each Deferred Payment Loan as transferred to the Trust Fund deposited by the Trustee in the related Reserve Account pursuant to Section 6.14(a)(i) and the amount of interest, if any, deposited by the Depositor in the Reserve Account pursuant to Section 6.14(a)(iii).

RESIDENTIAL DWELLING: A one- to four-family dwelling, a unit in a planned unit development, a unit in a condominium development or a manufactured home.

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.

SCHEDULED CLASS A PRINCIPAL BALANCE: With respect to each Class A Certificate and for each calendar month, the amount set forth in the Principal Prepayment Table.

SERIES: 1999-2.

SERVICER: Superior Bank FSB, or any successor appointed as provided herein.

SERVICER'S CERTIFICATE: As defined in Section 6.08.

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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 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 Group 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. The Servicer's right to Servicing Compensation may be reduced as set forth in Section 6.10.

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.

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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 PROPERTY: A one- to four-family residential property individual condominium unit, manufactured home, or unit in a planned unit development.

S&P: Standard & Poor's Ratings Services, A Division of the McGraw-Hill Companies, Inc., or any successor thereto.

SPECIAL POWER OF ATTORNEY: As defined in Section 2.04(f).

STARTUP DAY: The day designated as such pursuant to Section 13.01.

SUBORDINATED AMOUNT: With respect to each Group, 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 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 Group 1 Subsequent Mortgage Loan or a Group 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 September 17, 1999.

SUBSEQUENT TRANSFER INSTRUMENT: A Group 1 Subsequent Transfer Instrument or a Group 2 Subsequent Transfer Instrument.

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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.

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 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: A trigger event shall occur if (A) as to Group 1 (i) with respect to any Determination Date occurring prior to June 2004, the sum of (x) the aggregate Realized Losses with respect to Group 1 experienced as of such Determination Date and (y) the Delinquency Calculation Amount with respect to such Determination Date exceeds $27,508,914.93 or (ii) with respect to any Determination Date occurring prior to June 2009, the sum of (x) the aggregate Realized Losses with respect to Group 1 experienced as of such Determination Date and (y) the Delinquency Calculation Amount with respect thereto exceeds $36,678,553.23; or

(B) as to Group 2, (i) with respect to any Determination Date occurring prior to June 2004, the sum of (x) the aggregate Realized Losses with respect to Group 2 experienced as of such Determination Date and (y) the Delinquency Calculation Amount with respect to such

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Determination Date exceeds $24,897,854.95 or (ii) with respect to any Determination Date occurring prior to June 2009, the sum of (x) the aggregate Realized Losses with respect to Group 2 experienced as of such Determination Date and (y) the Delinquency Calculation Amount with respect thereto exceeds $33,197,139.94; or

(C) the Servicer fails to maintain hardware, firmware or software, or any system consisting of one or more thereof, including, without limitation, any and all enhancements, upgrades, customizations, modifications, maintenance and the like (collectively, a "System"), used by or for the benefit of the Servicer in connection with the performance with Servicer's obligations under this Agreement, in a manner that permits the Servicer to record, store, process, provide and, where appropriate, insert, true and accurate dates and calculations for dates and spans including and following January 1, 2000 (herein referred to as "Year 2000 Compliant"). In addition, "Year 2000 Compliant" shall mean that the System will support the ability for its continued normal usage such that neither the performance nor the correct functioning of the System will be affected by the approach, and passing into, the year 2000. In particular:

(i) Year 2000 Compliant shall mean that no value for current date will cause any interruption in the operation of the System.

(ii) All manipulations of time-related data will produce the desired results for all valid dates within the application domain and in combination with other products, prior to, through and beyond the year 2000.

(iii) Date elements in interfaces and data storage will permit specifying the century to eliminate date ambiguity without human intervention including leap year calculations.

(iv) Where any date element is represented without a century, the correct century shall be unambiguous for all manipulations involving that element.

(v) Authorization codes and passwords relative to expiration dates and CPU serial numbers should function normally during year 2000 testing time horizons; or

(D) Superior Bank FSB in its capacity as Servicer, fails to maintain at any time a net worth of at least $80,000,000 computed in accordance with generally accepted accounting principles.

TRUST: AFC Mortgage Loan Asset Backed Certificates, Series 1999-2.

TRUST FUND: Collectively, Group 1 and Group 2.

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TRUST FUND REMIC: The Trust Fund, exclusive of the Pre-Funding Accounts established pursuant to Section 6.12 and the Interest Coverage Accounts established pursuant to Section 6.13.

TRUSTEE: LaSalle Bank National Association, or its successor in interest, or any successor trustee appointed as herein provided.

TRUSTEE EXPENSE ACCOUNT: With respect to each Group, the account established and maintained by the Trustee in accordance with Section 6.03. With respect to Group 1, the Trustee Expense Account shall be known as the Group 1 Trustee Expense Account and with respect to Group 2, the Trustee Expense Account shall be known as the Group 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 or partnership (including an entity treated as a corporation or partnership for federal income tax purposes) organized in, or under the laws of, the United States or any state thereof or the District of Columbia (unless, in the case of a partnership, Treasury regulations are adopted to provide otherwise), or an estate whose income is subject to United States federal income tax regardless of its source, or a trust other than a "foreign trust" within the meaning of Section 7701(a)(31) of the Code.

UNRECOVERED CLASS A PORTION: With respect to each Class of Class A Certificates and any Remittance Date, the excess, if any, of (A) the related Class A Principal Balance minus the sum of (i) all amounts (excluding that portion of Insured Payments with respect to the related Group, if any, to be made in respect of principal) to be distributed to such Class of Class A 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, and (ii) all amounts distributed to such Class of Class A Certificateholders as a mandatory prepayment pursuant to the last paragraph of Section 6.06(c) (only on the Remittance Date occurring on September 27, 1999), over (B) the sum of (i) the related Group 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 Group to the extent applied by the Servicer as recoveries of principal in respect of the related Mortgage Loans, which will be distributed to such Class of Class A Certificateholders pursuant to Section 6.06 on such Remittance Date, plus (y) the aggregate of, as to each related Mortgage Loan which

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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 such Class of Class A Certificateholders on such Remittance Date, pursuant to Section 6.06(c)(A)(X)(ii) and 6.06(c)(A)(Y)(ii) with respect to Group 1 and Sections 6.06(c)(B)(X)(ii) and 6.06(c)(B)(Y)(ii) with respect to Group 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 Group 1 shall be allocated among Holders of Class 1A Certificates in accordance with their respective Percentage Interests. As of any date of determination, 100% of all of the Voting Rights with respect to Group 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 Group 1 and Group 2 Mortgage Loans, together with any amounts received 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

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Mortgage Loan which shall be clearly marked to reflect the ownership of each Mortgage Loan by the Trustee for the benefit of the Certificateholders.

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 Bank National Association, as Trustee under the Pooling and Servicing Agreement, dated as of June 1, 1999, Series 1999-2",] without recourse" and signed, by facsimile or manual signature, by such last endorsee. With respect to the Mortgage Loans listed on the schedule attached hereto as Exhibit W, the original Mortgage Note referred to above cannot be located; the obligations of the Depositor to deliver such documents shall be deemed to be satisfied upon delivery to the Trustee of a photocopy of the original thereof with a lost note affidavit;

(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

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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 and, with respect to a Manufactured Home Loan, a manufactured housing unit (American Land Title Association 7) endorsement from the title insurer stating that the insurer agrees that the related manufactured housing unit is included within the term "land" when used in such title policy;

(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 Multifamily Loan, Mixed Use Loan and Commercial 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

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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 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 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 Bank National Association, as Trustee, under the Pooling and Servicing Agreement, dated as of June 1, 1999, Series 1999-2" 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; provided however, that the Servicer shall not be required to submit an Assignment of Mortgage for recording with respect to a Mortgaged Property, where, in the Opinion of Counsel to the Depositor (which opinion shall be delivered to the Certificate Insurer within the 45-day or 30-day period, as applicable, specified herein), such recordation of the Assignment of Mortgage is not required (i) to effect the sale and conveyance of the Mortgage Loan by the Depositor to LaSalle

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Bank National Association, as Trustee for AFC Mortgage Loan Asset Backed Certificates, Series 1999-2, pursuant to and as provided in Section 2.01 or the granting and perfecting of the security interest in the Mortgage Loan pursuant to and as provided in Section 14.15 or (ii) to defeat any ownership, security interest or other adverse claim to the Mortgage Loan by any creditor of the Depositor or by any purported transferee of such Mortgage Loan in a purported transfer thereof by the Depositor subsequent to such sale and conveyance. Any such Assignment of Mortgage that is not required to be recorded pursuant to this paragraph shall be delivered by the Depositor to the Trustee within such 45-day period. Each such Assignment of Mortgage delivered by the Depositor to the Trustee shall, subject to receipt of the original recorded Mortgage as described above, be in recordable form. Within such 45-day period, the Depositor also shall deliver to the Trustee an original executed power of attorney ("Special Power of Attorney"), substantially in the form of Exhibit K, with respect to the Assignments of Mortgage that are not required to be recorded under this paragraph, authorizing the Trustee to record the Assignments of Mortgage if necessary or advisable to protect the interests of the Certificateholders and the Certificate Insurer. Pursuant to such power of attorney, the Trustee also may execute a new Assignment of Mortgage for any Mortgage Loan if the original Assignment of Mortgage delivered by the Depositor to the Trustee is not in recordable form at such time as the Assignment of Mortgage is to be recorded by the Trustee.

Within 45 days after the Closing Date, the Servicer shall complete any UCC-2 or UCC-3 financing statements with respect to the Multifamily Loans, Mixed Use Loans and Commercial Loans, such that the assignee of creditor is listed as "LaSalle Bank National Association, as Trustee under the Pooling and Servicing Agreement, dated as of June 1, 1999, Series 1999-2." 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 evidence of filing thereon returned from the recording office if a copy was previously delivered as set forth in clause (iv)(B) in the second preceding paragraph. 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

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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) and except as noted therein, (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 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

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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 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

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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.

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,

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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 each Group, 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 (i) for each Group 2 Subsequent Mortgage Loan and each Group 1 Subsequent Mortgage Loan that is not a Permanent Buydown Loan or Permanent Buydown Companion Loan, one-hundred percent (100%) of the aggregate principal balances of the Subsequent Mortgage Loans so transferred and (ii) for each Group 1 Subsequent Mortgage Loan that is a Permanent Buydown Loan and for its corresponding Permanent Buydown Companion Loan, an amount equal to the principal balance of such Permanent Buydown Loan over the sum

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of the principal balance of such Permanent Buydown Loan and the principal balance of the related Permanent Buydown Companion Loan multiplied by the sum of the principal balances of such Permanent Buydown Loan and Permanent Buydown Companion Loan. 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 confirmed the satisfaction of each condition precedent and representations specified in this Section 2.10(b), and Section 2.10(c) with respect to Group 1 and Section 2.10(d) with respect to Group 2 below in the related Subsequent Transfer Instrument;

(vii) the Depositor shall have delivered to the Trustee and the Certificate Insurer 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

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Opinion of Counsel delivered to the Certificate Insurer and the Depositor on the Closing Date regarding certain corporate matters relating to the Trustee.

(c) Any conveyance of Group 1 Subsequent Mortgage Loans on a Subsequent Transfer Date is subject to the following representations and warranties of the Depositor: (i) each such Subsequent Mortgage Loan must satisfy the representations and warranties specified in the 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) the difference between (1) the sum of the aggregate principal balance of the Group 1 Mortgage Loans, excluding the Permanent Buydown Companion Loans, and the Pre-Funded Amount and (2) the Certificate Principal balance of the Class 1A Certificates, will be the same immediately following the purchase of each Group 1 Subsequent Mortgage Loans as it was immediately prior to the purchase of each such Subsequent Mortgage Loan; and (v) as of the respective Subsequent Cut-off Date, the Group 1 Subsequent Mortgage Loans will satisfy the following criteria: (A) such Subsequent Mortgage Loan may not be contractually delinquent for two consecutive payments as of the related Subsequent Cut-off Date; (B) the original term to maturity of such Subsequent Mortgage Loan will not be less than 60 months and will not exceed 360 months; (C) such Subsequent Mortgage Loan may not provide for negative amortization; (D) such Subsequent Mortgage Loan (other than a Permanent Buydown Companion Loan) will have a Mortgage Rate not less than 6.0%; (E) such Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under "The Depositor--Underwriting Criteria--Group 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 (excluding any Permanent Buydown Companion Loan) greater than 92.00%; (H) such Subsequent Mortgage Loans will have, as of the end of the Funding Period, a weighted average number of months since origination of not over 4 months; and (I) no Subsequent Mortgage Loan will have a first payment date later than November 1, 1999 and at least 80% of such Subsequent Mortgage Loans by aggregate principal balance will have a first payment date on or prior to October 1, 1999.

In addition, following the purchase of any Group 1 Subsequent Mortgage Loan by the Trust Fund, the Group 1 Mortgage Loans (including the Group 1 Subsequent Mortgage Loans but excluding the Permanent Buydown Companion Loans) as of the end of the Funding Period will: (i) have a weighted average Mortgage Rate of at least 10.000%; (ii) have a weighted average remaining term to stated maturity of not more than 290 months and not less than 195 months; (iii) have a weighted average Combined Loan-to-Value Ratio of not more than 82%; (iv) have not in excess of 35% by aggregate principal balance of Group 1 Mortgage Loans that are Balloon Mortgage Loans; (v) have no Group 1 Mortgage Loan with a principal balance in excess of $995,000; (vi) not have in excess of 22% by aggregate principal balance of Group 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 5% by aggregate principal balance of Group

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1 Mortgage Loans; (viii) not have in excess of 4% by aggregate principal balance of Group 1 Mortgage Loans secured by Mortgaged Properties that are condominiums;
(ix) have at least 65% by aggregate principal balance of Group 1 Mortgage Loans secured by fee simple interests in attached or detached Single Family Properties; (x) not have in excess of 10% by aggregate principal balance of Group 1 Mortgage Loans secured by Multifamily Properties and Mixed Use Properties; (xi) not have in excess of 15% by aggregate principal balance of Group 1 Mortgage Loans secured by Manufactured Homes; and (xii) not have in excess of 5% of Group 1 Mortgage Loans secured by Commercial Properties. In the sole discretion of the Certificate Insurer, Group 1 Subsequent Mortgage Loans with characteristics varying from those set forth in this paragraph may be purchased by the Trust Fund; provided, however, that the addition of such Mortgage Loans will not materially affect the aggregate characteristics of Group 1.

(d) Any conveyance of Group 2 Subsequent Mortgage Loans on a 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 specified in the 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 Group 2 Subsequent Mortgage Loans will satisfy the following criteria: (A) such Group 2 Subsequent Mortgage Loan may not be contractually delinquent for two consecutive payments 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 Gross Margin not less than 3.000%; (E) such Subsequent Mortgage Loan will be underwritten in accordance with the criteria set forth under "The Depositor--Underwriting Criteria--Group 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 90.00%; (H) such Subsequent Mortgage Loan will have a Maximum Mortgage Rate not less than 9.000%;
(I) such Subsequent Mortgage Loans will have, as of the end of the Group 2 Funding Period, a weighted average number of months since origination of not over 4 months; and (J) no Subsequent Mortgage Loan will have a first payment date later than November 1, 1999 and at least 80% of such Subsequent Mortgage Loans by aggregate principal balance will have a first payment date on or prior to October 1, 1999.

In addition, following the purchase of any Group 2 Subsequent Mortgage Loan by the Trust Fund, the Group 2 Mortgage Loans (including the Group 2 Subsequent Mortgage Loans) as of the end of the Funding Period will: (i) have a weighted average Gross Margin of at least 5.000% and a weighted average coupon of at least 9.000%; (ii) have a weighted average remaining term to stated maturity of not more than 360 months and not less than 300 months; (iii) have a weighted average Loan-to-Value Ratio of not more than 86%; (iv) have no Group 2 Mortgage Loan with a principal balance in excess of $995,000; (v) not have in excess of 15% by aggregate

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principal balance of Group 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 Group 2 Mortgage Loans; (vii) not have in excess of 5% by aggregate principal balance of Group 2 Mortgage Loans secured by Mortgaged Properties that are condominiums;
(viii) have at least 65% by aggregate principal balance of Group 2 Mortgage Loans secured by fee simple interests in attached or detached Single Family Properties; (ix) not be secured by Multifamily Properties; (x) not be secured by Mixed Use Properties; (xi) not be secured by Commercial Properties; (xii) not have in excess of 15% of Group 2 Mortgage Loans secured by Manufactured Homes; and (xiii) be secured by a first priority lien on the related Mortgaged Property. In the sole discretion of the Certificate Insurer, Group 2 Subsequent Mortgage Loans with characteristics varying from those set forth in this paragraph may be purchased by the Trust Fund; provided, however, that the addition of such Group 2 Mortgage Loans will not materially affect the aggregate characteristics of Group 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 state in which a Mortgaged Property is located 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 or

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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;

(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 to

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Group 1, and legal, proper, prudent and customary in the first mortgage origination and servicing business with respect to Group 2; and

(j) Considering the size of each Pre-Funding Account and the frequency of prepayments, defaults, "fall-out" due to the borrower choosing another lender or exercising its right of rescission, defective documentation and other circumstances that would disqualify a mortgage loan from being purchased as a Subsequent Mortgage Loan hereunder, the mortgage loans listed on each Proposed Subsequent Mortgage Loan Schedule do not represent an unreasonably large pool of mortgage loans from which to obtain the majority of the related Subsequent Mortgage Loans.

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, Mixed Use Property or Commercial Property, which, to the best of the Depositor's knowledge, does not include cooperatives and does not constitute other than real property under state law;

(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;

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(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 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 or a manufactured housing unit (American Land Title Association 7) endorsement (stating that the insurer agrees that the related manufactured housing unit is included with the term "land" when used in the title policy), 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 Group 1, or a valid first mortgage lien of record with respect to Group 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. With respect to each Mortgage Loan, the mortgagee is the sole named insured of such mortgage title insurance policy, and such mortgage title insurance policy is in full force and effect and will be in full force and effect and inure to the benefit of the Trustee upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such mortgage title insurance policy and no prior holder of the related Mortgage, including the mortgagee, has done, by act or omission, anything that would impair the coverage of such mortgage title insurance policy;

(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;

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(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 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, or are, in the Opinion of Counsel to the Depositor, not required to be 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;

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(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 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 Multifamily Loans, Mixed Use Loans and Commercial 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 Multifamily Loans, Mixed Use Loans and Commercial Loans, the related Assignment of Leases and UCC financing statements, if any;

(xxiii) 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;

(xxiv) Each Mortgage Loan is a Qualified Mortgage;

(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;

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(xxvi) No Mortgage Loan has a shared appreciation feature, or other contingent interest feature. No Mortgage Loan provides for negative amortization. Except with respect to Deferred Payment Loans, no Mortgage Loan provides for deferred interest. No Group 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;

(xxix) 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;

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(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;

(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;

(xxxix) With respect to each Mortgaged Property subject to a land trust (a "Land Trust Mortgage") (i) a trustee, duly qualified under applicable law to serve as such, has been properly designated and currently so serves and is named as such in the land trust agreement and such trustee is named in the Land Trust Mortgage as Mortgagor; (ii) all fees and expenses of the land trustee which have previously become due on owing have been paid and no fees or expenses are or will become payable by the Certificateholders or the Trust to the land trustee under the land trust agreement; (iii) the beneficiary is solely obligated to pay any fees and expenses of the land trustee and the priority of the lien of the Land Trust Mortgage is not and will not be primed by the land trustee; (iv) if the Mortgaged Property is owner-occupied, the Mortgaged Property is occupied by the beneficiary under the land trust agreement and, if such land trust agreement terminates, the beneficiary will become the owner of the Mortgaged Property; (v) the beneficiary is obligated to make payments under the Note and will have personal liability for deficiency judgments to the extent permitted by law; (vi) the Land Trust Mortgages were made in compliance with their respective land trust agreements, were validly entered into by their respective land trust trustee and did not, do not currently, and will not in the future, violate any provision of their respective land trust agreement, nor any agreement between or amongst the beneficiaries of any one land trust; (vii) the Land Trust Mortgages are the first (or in the case of Group 1, first or second) liens on the Mortgaged Properties; no liens are in place against the beneficial interests, or any part thereof of any Land Trust Mortgage or collateral assignment of beneficial interest, which liens are superior to the interest held by the Seller; and the beneficial

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interest, or any part thereof, of any Land Trust Mortgage or collateral assignment of beneficial interest has not been pledged as security for any other debt; and the land trust trustee is forbidden, pursuant to a written agreement between the land trust trustee and the Mortgagee, from using the land trust property, or any part, as security for any other debt until the expiration date of its respective Note; and (viii) the terms and conditions of the land trust agreement do not prevent the free and absolute marketability of the Mortgaged Property. As of the Cut-off Date, the Principal Balance of Land Trust Mortgage Loans with related Mortgaged Properties subject to land trusts does not exceed 20% of the Original Pool Principal Balance;

(x1) As of the Cut-off Date, no more than 5% of the Original Pool Principal Balance are Mortgaged Properties located in Maryland subject to ground leases; and

(xli) Each of the Manufactured Homes is a "single residence" which has a minimum of 400 square feet of living space and a minimum width in excess of 102 inches and which is of a kind customarily used at a fixed location.

(b) With respect to the Group 1 Mortgage Loans, the Depositor hereby represents and warrants to the Trustee, the Certificate Insurer and the Certificateholders, with respect to each Group 1 Initial Mortgage Loan, as of the Closing Date, and with respect to each Group 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 Group 1 Subsequent Mortgage Loans; provided, however, that in the case of the Subsequent Mortgage Loans, reference to the "Group 1 Statistical Principal Balance" and percentages thereof shall not apply:

(i) The Mortgage Note related to each Mortgage Loan bears a fixed Mortgage Rate;

(ii) Approximately 26.07% of the Group 1 Statistical Principal Balance are balloon loans which provide for a final Monthly Payment substantially greater than the preceding Monthly Payments. All of such balloon loans provide for Monthly Payments based on a 30-year amortization schedule with a final balloon payment at the end of the 15th year. Mortgage Loans constituting approximately 16.84% of the Group 1 Statistical Principal Balance are Periodic Payment Loans. Mortgage Loans constituting approximately 18.08% of the Group 1 Statistical Principal Balance are Mortgage Loans the Mortgage Notes of which provide that the related Mortgagors have the option at any time during the term of the related Mortgage Loan, to use a limited number of payment vouchers provided to them at origination in order to defer the payment of the principal portion of the corresponding payment and pay only the interest portion due on such payment date. 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. Approximately 9.86% of the Group 1 Statistical Principal Balance are Permanent Buydown Loans.

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(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) 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 12 Monthly Payments had been made by the Mortgagor;

(v) 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;

(vi) 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;

(vii) 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;

(viii) Approximately 78.84% of the Group 1 Statistical 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;

(ix) The Mortgage Rate for each Group 1 Initial Mortgage Loan (other than a Permanent Buydown Companion Loan) as of the Cut-off Date is not less than approximately 6.000% and not more than approximately 15.50%;

(x) As of the Cut-off Date, no payment on any Group 1 Mortgage Loan is delinquent for two or more consecutive payments. Ten of the Group 1 Mortgage Loans have been delinquent for two consecutive payments on an occasion prior to the Cut-off Date;

(xi) No more than approximately 1.05% of the Group 1 Statistical Principal Balance is secured by Mortgaged Properties located within any single zip code area;

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(xii) Approximately 89.84% of the Group 1 Statistical Principal Balance is secured by Mortgaged Properties that are maintained by the Mortgagors as primary residences, approximately 0.28% of the Group 1 Statistical Principal Balance is secured by Mortgaged Properties that are maintained by the Mortgagors as second homes, and approximately 90.12%of the Group 1 Statistical Principal Balance is secured by Owner-Occupied Mortgaged Property. Approximately 17.57% of the Group 1 Statistical Principal Balance is secured by investor properties; and

(xiii) Approximately 73.60% of the Group 1 Statistical Principal Balance is secured by attached or detached one-family dwelling units (not including Manufactured Homes). Approximately 1.46% of the Group 1 Statistical Principal Balance is secured by units in condominiums. Approximately 9.58% of the Group 1 Statistical Principal Balance is secured by Manufactured Homes. No more than approximately 10.20% of the Group 1 Statistical Principal Balance is secured by units in properties consisting of two- to four-family dwelling units. Approximately 2.16% of the Group 1 Statistical Principal Balance is secured by units in a planned unit development. Approximately 1.71% of the Group 1 Statistical Principal Balance is secured by Multifamily Properties, and no more than approximately 1.03% of the Group 1 Statistical Principal Balance is secured by Mixed Use Properties. No more than 0.26% of the Group 1 Statistical Principal Balance is secured by Commercial Properties.

(c) With respect to the Group 2 Mortgage Loans, the Depositor hereby represents and warrants to the Trustee, the Certificate Insurer and the Certificateholders, with respect to each Group 2 Initial Mortgage Loan, as of the Closing Date, and with respect to each Group 2 Subsequent Mortgage Loan, as of the related Subsequent Transfer Date the following, subject to Section 2.10(d) above and modified to the extent stated therein in the case of Group 2 Subsequent Mortgage Loans; provided, however, that in the case of the Subsequent Mortgage Loans, reference to the "Original Group 2 Principal Balance" and percentages thereof shall not apply:

(i) None of the Mortgage Loans are balloon loans. 100% of the Original Group 2 Principal Balance is subject to the 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, twenty-four month or thirty-six month period. Each Mortgage Loan has an original term to maturity which will not be less than 120 months and will not exceed 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;

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(iii) 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;

(iv) The Gross Margins on the Mortgage Loans range from approximately 3.500% to 10.000% and the weighted average Gross Margin as of the Cut-off Date is approximately 6.682% per annum;

(v) Approximately 56.50% of the Original Group 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;

(vi) The Mortgage Rates borne by the Mortgage Loans as of the Cut-off Date range from 6.250% per annum to 14.000% per annum and the weighted average Mortgage Rate as of the Cut-off Date is 10.707% per annum;

(vii) Each Mortgage Loan that was originated on or after March 27, 1998, has an initial or next Adjustment Date no later than November 1, 2001;

(viii) Each Mortgage Loan bears interest based on a 360-day year consisting of twelve 30-day months;

(ix) As of the Cut-off Date, no payment on any Group 2 Mortgage Loan is delinquent for two or more consecutive payments. Except with respect to four of the Group 2 Mortgage Loans, none of the Group 2 Mortgage Loans have been delinquent for two consecutive payments on any occasion prior to the Cut-off Date;

(x) No more than approximately 0.70% of the Original Group 2 Principal Balance is secured by Mortgaged Properties located within any single zip code area;

(xi) Approximately 93.41% of the Original Group 2 Principal Balance is secured by Mortgaged Properties that are maintained by the Mortgagors as primary residences, 0.48% of the Group 2 Mortgage Loans are secured by Mortgaged Properties that are maintained by the Mortgagors as second homes, and approximately 93.89% of the Original Group 2 Principal Balance is secured by Owner Occupied Mortgaged Property;

(xii) Approximately 74.67% of the Original Group 2 Principal Balance is secured by attached or detached one-family dwelling units (not including Manufactured Homes). Approximately 2.23% of the Original Group 2 Principal Balance is secured by units in condominiums. No more than approximately 12.46% of the Original Group 2 Principal Balance is secured by units in properties consisting of two- to four-family dwelling units. Approximately 1.94% of the Original Group 2 Principal Balance is secured by units in planned unit developments.

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Approximately 8.70% of the Original Group 2 Principal Balance is secured by Manufactured Homes. Approximately 16.40% of the Original Group 2 Principal Balance is secured by investor properties. None of the Group 2 Mortgage Loans are secured by Multifamily Properties, Mixed Use Properties or Commercial Properties.

(d) With respect to the Permanent Buydown Companion Loans included in the Group 1 Mortgage Loans, the Depositor hereby represents and warrants to the Trustee, the Certificate Insurer and the Certificateholders that, as of the Closing Date and as of the related Subsequent Transfer Date:

(i) The Permanent Buydown Companion Loans have an aggregate principal balance outstanding as of the Cut-off Date of $2,377,695.39.

(ii) The Permanent Buydown Companion Loans have an original term to maturity of 5 years; and

(iii) As of the Cut-off Date, no payment on any Permanent Buydown Companion Loan is delinquent for two or more consecutive payments and none of the Permanent Buydown Companion Loans have been delinquent for two consecutive payments on any occasion prior to the Cut-off Date.

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 Group 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 Opinion of Counsel that such substitution would not constitute a prohibited transaction under the REMIC Provisions or cause

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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 representations 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

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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, S&P and the Certificate Insurer 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 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 Registrar in writing the facts

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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 (vi) 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 transferor substantially in the form attached hereto as Exhibit J-1 to the effect that
(1) such transferor 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.

(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

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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 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.

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(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.

Transfers of Class R Certificates to a Plan, to a trustee or other person acting on behalf of any Plan, or to any other person using the assets of any Plan will not be registered by the Trustee unless the transferee provides the Depositor, the Trustee and the Servicer with an opinion of counsel satisfactory to the Depositor, the Trustee and the Servicer, which opinion will not be at the expense of the Depositor, the Trustee or the Servicer, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Trustee or the Servicer to any obligation in addition to those undertaken in this Agreement. In lieu of such opinion of counsel, the transferee may provide a certification substantially to the effect that the purchase of Class R Certificates by or on behalf of such Plan is permissible under applicable law, will not subject the Depositor, the Trustee or the Servicer to any obligation in addition to those undertaken in this Agreement, and the following statements are correct: (i) the transferee is an insurance company and the source of funds used to purchase such Class R Certificates is an "insurance company general account" (as such term is defined in Prohibited Transaction Class Exemption ("PTCE") 95-60), (ii) the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied and (iii) there is no Plan with respect to which the amount of such general accounts reserves and liabilities for contracts held by or on behalf of such Plan and all other Plans maintained by the same employer (or any "affiliate" thereof, as defined in PTCE 95-60) or by the same employee organization exceed 10% of the total of all reserves and liabilities of such general account (as determined under PTCE 95-60) as of the date of the acquisition of such Class R Certificates.

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

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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 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

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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 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 Group(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

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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.

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 Sub servicing 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 Freddie Mac or Fannie Mae for first and second mortgage loans with respect to Group 1, and for first mortgage loans with respect to Group 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 Bank National Association, as Trustee under the Pooling and Servicing Agreement, dated as of June 1, 1999, Series 1999-2" and (b) complete a restrictive endorsement that reads "LaSalle Bank National Association is the holder of the mortgage note for the benefit of the Certificateholders under the Pooling and Servicing Agreement,

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dated as of June 1, 1999, Series 1999-2" 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 Treasury regulations, promulgated thereunder) and (B)

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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 Group 1, and in accordance with accepted first mortgage servicing practices of prudent lending institutions with respect to Group 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 Group, 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 Group, 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 Group 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 Certificateholders of Mortgaged

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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 Group, 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 Group 1, "Group 1 Principal and Interest Account, Superior Bank FSB, in trust for the registered holders of AFC Mortgage Loan Asset Backed Certificates, Series 1999-2", and with respect to Group 2, "Group 2 Principal and Interest Account, Superior Bank FSB, in trust for the registered holders of AFC Mortgage Loan Asset Backed Certificates, Series 1999-2." 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 Instruments. 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 Group, the Servicer shall deposit (without duplication) the following amounts with respect to such Group 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 Cut-off Date, or after the Subsequent Cut-off Date, as the case may be, and other than the Depositor's Yield;

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(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 Group, 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 amounts set forth in clause (i) of the definition of Available Remittance Amount. 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;

(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) or Section 6.13(d) deposited in the related Certificate Account and attributable to the conveyance to the Trustee of a

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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 Group 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). The Servicer's right to reimbursement for unreimbursed Monthly Advances and amounts described in Section 6.13(b), Section 6.13(c) or
6.13(d) (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 Section 6.09(d), or for amounts deposited in the related Certificate Account pursuant to Section 6.13(b),
Section 6.13(c) or 6.13(d) 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 Preference Amount 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;

(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;

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(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 "Superior Bank FSB, in trust for the registered holders of AFC Mortgage Loan Asset Backed Certificates, Series 1999- 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.

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

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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 other than the Pre-Funding Accounts shall be established, as of the Closing Date, with the Trustee as Eligible Accounts pursuant to clause (B) of the definition thereof. The Pre-Funding Accounts shall be established, as of the Closing Date, as Eligible Accounts pursuant to clause (A) 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 Group 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 Federal 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 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 Group 1, and in accordance with accepted first mortgage servicing practices of prudent lending institutions with respect to Group 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

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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 Group 1, and with customary first mortgage servicing procedures with respect to Group 2) shall be deposited in the Principal and Interest Account with respect to the related Group, 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 Group, 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 Fannie Mae or Freddie Mac or otherwise as is commercially available at a cost that is not 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

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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 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 prior to the end of the third taxable year 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 three year period, and is granted an extension of time by the Internal

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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 three-year grace period) or (ii) receives an Opinion of Counsel to the effect that the holding of such Mortgaged Property subsequent to three 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
(which report the Trustee shall supply to the Certificate Insurer upon request)
as to the progress being made in selling such REO Property.

With respect to each Multifamily Loan, Mixed Use Loan and Commercial 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 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

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(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.

The Servicer, in its sole discretion, shall have the right to elect (by written notice sent to the Trustee and the Certificate Insurer) 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

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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.

(a) 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.

(b) All principal received with respect to any Deferred Payment Loan during a Due Period shall be applied first to reduce the principal balance of such Deferred Payment Loan prior to the designation of such collections as the principal portion of a "Deferred Payment".

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 Group 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 Group 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 Group 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 on the

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related Mortgaged Property of hazardous substances that are generally recognized to be appropriate to normal residential use and maintenance of the related Mortgaged Property.

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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 Group, 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 Group 1, "Group 1 Certificate Account, LaSalle Bank National Association, as trustee for the registered holders of AFC Mortgage Loan Asset Backed Certificates, Series 1999-2" and with respect to Group 2, "Group 2 Certificate Account, LaSalle Bank National Association, as trustee for the registered holders of AFC Mortgage Loan Asset Backed Certificates, Series 1999-2." With respect to each Group, the Trustee shall, promptly upon receipt, deposit in the related Certificate Account and retain therein:

(i) the portion of the related Available Remittance Amount remitted by the Servicer pursuant to Section 5.04(i) above;

(ii) the related Monthly Advance and the related Compensating Interest remitted to the Trustee by the Servicer;

(iii) the Excess Spread with respect to the related Group remitted to the Trustee by the Servicer pursuant to Section 5.04(i) above and Insured Payments with respect to the related Group 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 amounts required to be deposited in the related Certificate Account pursuant to Sections 6.13(b), 6.13(c), 6.13(d) and 6.14(c).

Section 6.02 Permitted Withdrawals from Certificate Account.

With respect to each Group, 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 Group 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 Group 1, "Group 1 Trustee Expense Account, LaSalle Bank National Association, as trustee for the registered holders of AFC Mortgage Loan Asset Backed Certificates, Series 1999-2", and with respect to Group 2, "Group 2 Trustee Expense Account, LaSalle Bank National Association, as trustee for the registered holders of AFC Mortgage Loan Asset Backed Certificates, Series 1999-2." With respect to each Group, 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 Group, 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 Group 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 Group;

(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 Group and on each Remittance Date commencing on July 26, 1999 (other than the final Remittance Date hereunder), from the amounts on deposit in the Certificate Account with respect to the related Group, 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 Group.

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 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 Servicer, in one or more Permitted Instruments. In the event that the Servicer does not provide written directions for the investment of any Account, the Trustee shall invest funds therein in time deposit only accounts. 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.

(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).

(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.

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(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 Pre-Funding Accounts and the Depositor, in the case of the Interest Coverage Accounts and the Pre-Funding 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 A to the Certificate Insurance Policy (the "Notice") indicating that an Insured Payment is necessary. 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).

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 portion or all of any amount that is insured by the Certificate Insurer under the Certificate Insurance Policy is voided pursuant to a final order of a court exercising proper jurisdiction in an insolvency proceeding to the effect that the Trustee or the Class A Certificateholder, as the case may be, is required to return any such payment or portion thereof prior to the expiration date of the Certificate Insurance

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Policy because such payment was voided under the U.S. Bankruptcy Code, with respect to which order the appeal period has expired without an appeal having been filed (a "Final Order"), and, as a result, the Trustee or any Class A Certificateholder is required to return such voided payment, or any portion of such voided payment made in respect of the Class A Certificates (a "Preference Amount"), the Certificate Insurer will pay an amount equal to each such Preference Amount, on the second Business Day following receipt by the Certificate Insurer of (x) a certified copy of the Final Order, (y) an assignment, in form reasonably satisfactory to the Certificate Insurer, irrevocably assigning to the Certificate Insurer all rights and claims of the Trustee and/or such Class A Certificateholder relating to or arising under such Preference Amount and appointing the Certificate Insurer as the agent of the Trustee and/or such Class A Certificateholder in respect of such Preference Amount, and (z) a Notice appropriately completed and executed by the Trustee or such Class A Certificateholder, as the case may be. Such payment shall be made to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Final Order and not to the Trustee or Class A Certificateholder directly (unless a Class A Certificateholder has previously paid such amount to such receiver, conservator, debtor-in-possession or trustee named in such Final Order in which case payment shall be made to the Trustee for distribution to the Class A Certificateholder upon proof of such payment reasonably satisfactory to the Certificate Insurer). Notwithstanding the foregoing, in no event shall the Certificate Insurer be (i) required to make any payment under the Certificate Insurance Policy in respect of any Preference Amount to the extent such Preference Amount is comprised of amounts previously paid by the Certificate Insurer thereunder, or (ii) obligated to make any payment in respect of any Preference Amount, which payment represents a payment of the principal amount of the Class A Certificates, prior to the time the Certificate Insurer otherwise would have been required to make a payment in respect of such principal.

Each Class A Certificateholder, by its purchase of the Class A Certificates, the Servicer and the Trustee hereby agree that the Certificate Insurer may at any time during the continuation of any proceeding relating to a preference claim direct all matters relating to such preference claim, including, without limitation, the direction of any appeal of any order relating to such preference claim and the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Certificate Insurer shall be subrogated to the rights of the Servicer, the Trustee and each Class A Certificateholder in the conduct of any such preference claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such preference claim.

The Trustee shall receive, as attorney-in-fact of each Holder of a Class A Certificate, any Insured Payment with respect to the related Group from the Certificate Insurer and disburse the same to each Holder of a Class A Certificate with respect to the related Group 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

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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 Group, 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 Group 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 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 Group 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 Group 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 Group 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 Group 1:

(X) If the Remittance Date is prior to the Cross-Over Date, the Trustee shall distribute the indicated amounts in the following order of priority:

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(i) to the Class 1A 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 Group 1; and

(B) the Class 1A Interest Remittance Amount;

(ii) to the Class 1A 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 Principal Balance to the extent described below, until the Class 1A 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 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, an amount equal to the lesser of:

(A) the balance of the Amount Available with respect to Group 1 after payments described in clause (X)(i) above; and

(B) the related Class A Principal Remittance Amount with respect to the Class 1A Certificates;

(iii) to the Group 1 Trustee Expense Account, an amount equal to the lesser of (A) the balance of the Amount Available with respect to Group 1 after payments described in clauses (X)(i) and (ii) above and (B) any accrued and unpaid Annual Trustee Expense Amount with respect to Group 1;

(iv) to the Class 1A Certificateholders to be applied to reduce the Class 1A Principal Balance until the Class 1A Principal Balance has been reduced to zero, an amount equal to the lesser of:

(A) the balance of the Amount Available with respect to Group 1 after payments described in clauses (X)(i) through (iii) above, less that portion, if any, of the Net Excess Spread and Excess Principal with respect to Group 1 included in the Amount Available for Group 2 on such Remittance Date; and

(B) the related Additional Principal with respect to the Class 1A Certificates;

(v) to the Servicer and/or the Depositor, an amount equal to the lesser of (A) the balance of the Amount Available with respect to Group 1 after payments described in clauses (X)(i) through (iv) above, less that portion, if any, of the Net Excess Spread and Excess Principal with respect to Group 1 included in the Amount Available for Group 2

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on such Remittance Date, and (B) 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 (A) the Amount Available with respect to Group 1 after payments described in clauses (X)(i) through (v) above, less that portion, if any, of the Net Excess Spread and Excess Principal with respect to Group 1 included in the Amount Available for Group 2 on such Remittance Date, and (B) the aggregate of any Nonrecoverable Servicing Advances and Nonrecoverable Monthly Advances with respect to Group 1 previously made by the Servicer and not previously reimbursed; and

(vii) to the Class R Certificateholders, the balance of the Amount Available with respect to Group 1, if any, after payments described in clauses (X)(i) through (vi) above, less that portion, if any, of the Net Excess Spread and Excess Principal with respect to Group 1 included in the Amount Available for Group 2 on such Remittance Date.

(Y) 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:

(i) to the Class 1A 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 Group 1; and

(B) the Class 1A Interest Remittance Amount;

(ii) to the Class 1A 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 Principal Balance until the Class 1A 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, an amount equal to the lesser of:

(A) the balance of the Net Excess Amount Available with respect to Group 1 after payments described in clause (Y)(i) above; and

(B) the related Class A Principal Remittance Amount with respect to the Class 1A Certificates;

(iii) to the Group 1 Trustee Expense Account, an amount equal to the lesser of the balance of the Amount Available with respect to Group 1 after payments described in

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clauses (Y)(i) and (ii) above and any accrued and unpaid Annual Trustee Expense Amount with respect to Group 1;

(iv) to the Servicer and/or the Depositor, an amount equal to the lesser of (A) the balance of the Amount Available with respect to Group 1 after payments described in clauses (Y)(i) through (iii) above, less that portion, if any, of the Net Excess Spread and Excess Principal with respect to Group 1 included in the Amount Available for Group 2 on such Remittance Date, and (B) 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 (A) the Amount Available with respect to Group 1 after payments described in clauses (Y)(i) through (iv) above, less that portion, if any, of the Net Excess Spread and Excess Principal with respect to Group 1 included in the Amount Available for Group 2 on such Remittance Date, and (B) the aggregate of any Nonrecoverable Servicing Advances and Nonrecoverable Monthly Advances with respect to Group 1 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 Group 1, if any, after payments described in clauses (Y)(i) through (v) above, less that portion, if any, of the Net Excess Spread and Excess Principal with respect to Group 1 included in the Amount Available for Group 2 on such Remittance Date.

(B) With respect to the Class 2A Certificates and Group 2:

(X) If the Remittance Date is prior to the Cross-Over Date, the Trustee shall distribute the indicated amounts in the following order of priority:

(i) to the Class 2A 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 Group 2; and

(B) the Class 2A Interest Remittance Amount;

(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 has been 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, an amount equal to the lesser of:

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(A) the balance of the Amount Available with respect to Group 2 after payments described in clause (X)(i) above; and

(B) the related Class A Principal Remittance Amount with respect to the Class 2A Certificates;

(iii) to the Group 2 Trustee Expense Account, an amount equal to the lesser of the balance of the Amount Available with respect to Group 2 after payments described in clauses (X)(i) and (ii) above and any accrued and unpaid Annual Trustee Expense Amount with respect to Group 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 Group 2 after payments described in clauses (X)(i) through (iii) above, less that portion, if any, of the Net Excess Spread and Excess Principal with respect to Group 2 included in the Amount Available for Group 1 on such Remittance Date; and

(B) the related Additional Principal with respect to the Class 2A Certificates;

(v) to the Servicer and/or the Depositor, an amount equal to the lesser of the balance of (A) the Amount Available with respect to Group 2 after payments described in clauses (X)(i) through (iv) above, less that portion, if any, of the Net Excess Spread and Excess Principal with respect to Group 2 included in the Amount Available for Group 1 on such Remittance Date, and (B) 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 (A) the Amount Available with respect to Group 2 after payments described in clauses (X)(i) through (v) above, less that portion, if any, of the Net Excess Spread and Excess Principal with respect to Group 2 included in the Amount Available for Group 1 on such Remittance Date, and (B) the aggregate of any Nonrecoverable Servicing Advances and Nonrecoverable Monthly Advances with respect to Group 2 previously made by the Servicer and not previously reimbursed;

(vii) to the Class 2A Certificateholders until the Class 2A Principal Balance has been reduced to zero, an amount equal to the lesser of:

(A) the balance of the Remaining Net Excess Spread with respect to Group 2, if any, after payments described in clauses (X)(i) through (vi) and

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payments of Additional Principal, if any, to the Class 1A Certificateholders (in proportion to the amount of Available Funds Cap Carry Forward Amount that would have been distributed to such Class 2A Certificateholder on such Remittance Date); and

(B) the Available Funds Cap Carry Forward Amount, if any; and

(viii) to the Class R Certificateholders, the balance of the Amount Available with respect to Group 2, if any, after payments described in clauses (X)(i) through (vii) above, less that portion, if any, of the Net Excess Spread and Excess Principal with respect to Group 2 included in the Amount Available for Group 1 on such Remittance Date.

(Y) 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:

(i) to the Class 2A 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 Group 2; and

(B) the Class 2A Interest Remittance Amount;

(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, an amount equal to the lesser of:

(A) the balance of the Net Excess Amount Available with respect to Group 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 Group 2 Trustee Expense Account, an amount equal to the lesser of (A) the balance of the Amount Available with respect to Group 2 after payments described in clauses (Y)(i) and (ii) above and (B) any accrued and unpaid Annual Trustee Expense Amount with respect to Group 2;

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(iv) to the Servicer and/or the Depositor, an amount equal to the lesser of (A) the balance of the Amount Available with respect to Group 2 after payments described in clauses (Y)(i) through (iii) above, less that portion, if any, of the Net Excess Spread and Excess Principal with respect to Group 2 included in the Amount Available for Group 1 on such Remittance Date, and (B) 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 (A) the Amount available with respect to Group 2 after payments described in clauses (Y)(i) through (iv) above, less that portion, if any, of the Net Excess Spread and Excess Principal with respect to Group 2 included in the Amount Available for Group 1 on such Remittance Date, and (B) the aggregate of any Nonrecoverable Servicing Advances and Nonrecoverable Monthly Advances with respect to Group 2 previously made by the Servicer and not previously reimbursed; and

(vi) to the Class 2A Certificateholders until the Class 2A Principal Balance has been reduced to zero, an amount equal to the lesser of:

(A) the balance of the Remaining Net Excess Spread with respect to Group 2 after payments described in clauses (Y)(i) through (v) above and payments of Additional Principal, if any, to the Class 1A Certificateholders (in proportion to the amount of Available Funds Cap Carry Forward Amount that would have been distributed to such Class 2A Certificateholder on such Remittance Date); and

(B) the Available Funds Cap Carry Forward Amount, if any; and

(vii) to the Class R Certificateholders, the balance of the Amount Available with respect to Group 2, if any, after payments described in clauses (Y)(i) through (vi) above, less that portion, if any, of the Net Excess Spread and Excess Principal with respect to Group 2 included in the Amount Available for Group 1 on such Remittance Date.

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) and
(ii) and 6.06(c)(A)(Y)(i) and (ii) with respect to Group 1, and Sections 6.06(c)(B)(X)(i) and (ii) and 6.06(c)(B)(Y)(i) and (ii) with respect to Group 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.

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Upon the earlier to occur of (i) September 27, 1999 and (ii) the termination of this Agreement, the Trustee shall distribute any amount remaining in the related Pre-Funding Account as part of the Amount Available for the immediately following Remittance Date, net of any investment earnings, to the Class 1A or Class 2A Certificateholders, in proportion to the Class 1A Principal Balance and the Class 2A Principal Balance, respectively, to reduce the Class 1A Principal Balance and the Class 2A Principal Balance until the 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 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 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.

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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 Section 6.06(c)(A)(Y)(i) with respect to Group 1 and Section 6.06(c)(B)(Y)(i) with respect to Group 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 Group available to pay the related Class A Interest Remittance Amount with respect to the related Class of Class A Certificates pursuant to Section 6.06(c)(A)(Y)(i) with respect to Group 1, and Section 6.06(c)(B)(Y)(i) with respect to Group 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 Group: 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 Group 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 Group or interest accrued in respect of such Insured Payments with respect to the related Group, in proportion to the amount of interest that would have been distributed to such related Class A Certificateholder absent such shortfall.

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, with hard copy thereof (and in the case of the remittance report referenced below, such report to the Trustee 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 Group:

(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 Group and the Net Excess Amount Available with respect to each Group;

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(ii) The Class 1A Principal Balance, the Class 2A Principal Balance, the Group 1 Principal Balance less the aggregate Principal Balance of the Group 1 Mortgage Loans that are Permanent Buydown Companion Loans, the aggregate Principal Balance of the Group 1 Mortgage Loans that are Permanent Buydown Companion Loans and the Group 2 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, if any, 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;

(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 Group, (a) 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, (b) the amount, if any, of previously unreimbursed Insured Payments, and (c) 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 CarryForward Amount;

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(xi) The amount to be distributed to the Class R Certificateholders for the Remittance Date;

(xii) The Class 1A Principal Balance, the Class 2A Principal Balance, the Group 1 Principal Balance less the aggregate Principal Balance of the Group 1 Mortgage Loans that are Permanent Buydown Companion Loans, the aggregate Principal Balance of the Group 1 Mortgage Loans that are Permanent Buydown Companion Loans and the Group 2 Principal Balance each after giving effect to the distribution to be made on the related Remittance Date;

(xiii) With respect to each Group, 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 Group Factor, computed to seven (7) decimal places;

(xvii) With respect to each Group, the Excess Spread to be deposited in the related Certificate Account pursuant to Section 6.01(iii) above;

(xviii) With respect to each Group, (a) 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 and (b) the Available Funds Cap Carry Forward Amount for the immediately preceding Remittance Date;

(xix) With respect to each Group, 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 Group, the number of Mortgage Loans at the beginning and at the end of the related Due Period;

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(xxii) If the related Remittance Date is the final Remittance Date in connection with the purchase by the Servicer of all the Mortgage Loans and REO Properties of the related Group pursuant to Section 11.01, the Termination Price;

(xxiii) With respect to each Group, for the September 27, 1999 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 Class 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 Group, 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) The amount on deposit in the Reserve Accounts for such Remittance Date and the amount, if any, to be released to the Class R Certificateholders from the Reserve Accounts pursuant to Section 6.14(c);

(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; and

(xxvii) The aggregate unpaid principal balance of all delinquent Mortgage Loans repurchased by the Servicer on any Determination Date and cumulatively since the Closing Date pursuant to Section 5.11.

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.

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.

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(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 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.

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(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.

(g) Within a reasonable period of time after the Closing Date, the Servicer will provide to the Certificate Insurer, or its designee, a computer tape or electronic transmission (a "Data Tape"), in a format and containing such of the servicing data maintained by the Servicer with respect to the Mortgage Loans as of the Cut-off Date as shall be mutually agreed to by the Servicer and the Certificate Insurer (but in any event the Data Tape shall contain the Servicer's Monthly Remittance Report and such other information as the Certificate Insurer may reasonably request), together with a written explanation (the "Data Dictionary") of each of the data fields included in such Data Tape. Thereafter, on a monthly basis, the Servicer will provide to the Certificate Insurer, or its designee, a Data Tape as of the end of the preceding Due Period, together with a written explanation of any revisions made to the Data Dictionary during the preceding Due Period. The Certificate Insurer shall have no duty or obligation with respect to the accuracy of the information contained in any Data Tape or in the Data Dictionary.

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 Group
(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 Group), plus (b) with respect to each REO Property with respect to the related Group, 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 Group) 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 Group during the related Due Period pursuant to Section 5.10 above, plus (c) with respect to a Mortgage Loan with a delinquent Balloon Payment, an amount equal to the assumed interest portion of the aggregate amount of the Monthly Payment that would have been due on 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 Group) based on the original amortization schedule for such Mortgage Loan, plus (d) 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

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Subsequent Mortgage Loan (net of the Servicing Fee and the Annual Trustee Expense Amount), plus (e) 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) or Section 6.09(d) 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 Group that any amount held in the Principal and Interest Account with respect to the related Group, 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 Group, to the related Certificate Account. Any funds so applied and transferred shall be replaced by the Servicer by deposit in 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(d) above shall be mandatory, and each successive Monthly Advance pursuant to Section 6.09(d) and Section 6.09(e) above shall be made if and to the extent the Servicer has reimbursed itself for amounts previously advanced pursuant to such Sections 6.09(d) and 6.09(e), 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 (other than a Periodic Payment Loan) or 28 days interest on the Principal Balance of each such Periodic Payment 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 Group, 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 Group.

Section 6.11 [Reserved].

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Section 6.12 Pre-Funding Account.

(a) With respect to each Group and no later than the Closing Date, the Trustee shall establish one or more segregated trust accounts that are Eligible Accounts, which shall be titled, with respect to Group 1, "Group 1 Pre-Funding Account, LaSalle Bank National Association, as trustee for the registered holders of AFC Mortgage Loan Asset Backed Certificates, Series 1999-2" and, with respect to Group 2, "Group 2 Pre-Funding Account, LaSalle Bank National Association, as trustee for the registered holders of AFC Mortgage Loan Asset Backed Certificates, Series 1999-2". 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 Group remitted on the Closing Date to the Trustee by the Depositor. At no time will the related Pre-Funding Account be an asset of the Trust Fund REMIC. All income and gain realized from investment of funds deposited in each Pre-Funding 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 Pre-Funding Account the amount of any net loss incurred in respect of any such Permitted Investments upon realization of such loss.

(b) Amounts on deposit in the related Pre-Funding Account shall be withdrawn by the Trustee as follows:

(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 Group 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 Group 1 Subsequent Mortgage Loans and Section 2.10(d) with respect to Group 2 Subsequent Mortgage Loans;

(ii) If the related Pre-Funded Amount has not been reduced to zero during the Funding Period, on September 27, 1999, the Trustee shall withdraw any amount remaining in the related Pre-Funding Account, net of investment earnings, and deposit such amount in the related Certificate Account in order to effect the distributions described in the last paragraph of Section 6.06(c) above on such Remittance Date and remit any remaining balance to the Depositor;

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;

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(v) to withdraw investment earnings, and

(vi) to clear and terminate the related Pre-Funding Account upon the earliest to occur of (A) September 27, 1999, (B) the termination of this Agreement and (C) the termination of the related Group, 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 Group 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 Group 1, "Group 1 Interest Coverage Account, LaSalle Bank National Association, as trustee for the registered holders of AFC Mortgage Loan Asset Backed Certificates, Series 1999-2" and, with respect to Group 2, "Group 2 Interest Coverage Account, LaSalle Bank National Association, as trustee for the registered holders of AFC Mortgage Loan Asset Backed Certificates, Series 1999-2." 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 or any Subsequent Transfer 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 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 Group and on the July 26, 1999 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 the sum of (A) (i) 30 days' interest on the related Original Pre-Funded Amount at an annual rate equal to 10.7440% with respect to Group 1 and 10.7074% with respect to Group 2 minus (ii) the sum of (1) interest payments received on Subsequent Mortgage Loans with respect to the related Group 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 Group conveyed to the Trustee during the related Due Period and (B) with respect to Subsequent Mortgage Loans that are Deferred Payment Loans, the amount of interest that will accrue during the period of deferment on the principal balance of such Deferred Payment Loan as transferred to the Trust Fund.

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(c) With respect to each Group and on the August 25, 1999 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 the sum of (A) (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 on or prior to August 1, 1999 at an annual rate equal to 10.7440% with respect to Group 1 and 10.7074% with respect to Group 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 Group conveyed to the Trustee during the related Due Period and (B) with respect to Subsequent Mortgage Loans that are Deferred Payment Loans, the amount of interest that will accrue during the period of deferment on the principal balance of such Deferred Payment Loan as transferred to the Trust Fund.

(d) With respect to each Group and on September 27, 1999, 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 the sum of (A) (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 on or prior to September 1, 1999 at an annual rate equal to 10.7440% with respect to Group 1 and 10.7074% with respect to Group 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 Group conveyed to the Trustee during the related Due Period and (B) with respect to Subsequent Mortgage Loans that are Deferred Payment Loans, the amount of interest that will accrue during the period of deferment on the principal balance of such Deferred Payment Loan as transferred to the Trust Fund.

(e) With respect to each Group 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) 10.7440% with respect to Group 1 and 10.7074% with respect to Group 2 and (iii) a fraction, the numerator of which is the number of days from the Subsequent Transfer Date to September 27, 1999 and the denominator of which is 360 days, shall be remitted immediately to the Depositor.

(f) With respect to each Group and upon the earlier of (i) the September 27, 1999 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 Group, any amount remaining on deposit in the related Interest Coverage Account after

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distributions pursuant to Sections 6.13(b), 6.13(c) and 6.13(d) above and any transfers pursuant to Section 6.14(a) shall be withdrawn by the Trustee and paid to the Depositor.

Section 6.14 Reserve Account.

(a) If necessary, with respect to each Group and no later than September 17, 1999, the Depositor or the Certificate Insurer may instruct the Trustee in writing to establish and maintain with itself a separate, segregated trust account, which shall be an Eligible Account, titled, with respect to Group 1, "Group 1 Reserve Account, LaSalle Bank National Association, as trustee for the registered holders of AFC Mortgage Loan Asset Backed Certificates, Series 1999- 2" and with respect to Group 2, "Group 2 Reserve Account, LaSalle Bank National Association, as trustee for the registered holders of AFC Mortgage Loan Asset Backed Certificates, Series 1999-2." The Trustee shall, (i) in accordance with the written instructions of the Depositor, if any, promptly transfer from the related Interest Coverage Account and deposit in and retain in the related Reserve Account, the Reserve Account Interest Deposit equal to the amount of interest that will accrue during the period of deferment on the principal balance of each Deferred Payment Loan that would otherwise be due after September 17, 1999, which amount shall be set forth in such instructions, (ii) in accordance with the Insurance Agreement Supplement (as defined in the Insurance Agreement), promptly upon receipt, deposit in and retain in the related Reserve Account the required Reserve Account Deposit set forth in such Insurance Agreement Supplement remitted to the Trustee by the Depositor and
(iii) promptly transfer from the related Interest Coverage Account, with respect to each Subsequent Mortgage Loan (other than a Deferred Payment Loan) having a Due Date after September 2, 1999, an amount equal to the product of (A) the Principal Balance of such Subsequent Mortgage Loan, (B) the Net Mortgage Rate with respect to such Subsequent Mortgage Loan and (C) a fraction, the numerator of which is the number of days from September 2, 1999 to the Subsequent Transfer Date of such Subsequent Mortgage Loan and the denominator of which is 360 days. 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). Amounts on deposit in the related Reserve Account shall not be invested.

(c) With respect to each Group and on and after the September 27, 1999 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, as follows:

(i)(A) to deposit in the Group 1 or Group 2 Certificate Account, as applicable, an amount equal to the amount of interest that will accrue during the period of deferment on the principal balance of any Deferred Payment Loan as transferred to the Trust Fund that would otherwise be due during the related Due Period, (B) to deposit in the Group 1 Certificate Account, an amount equal to the excess of the Class A Remittance

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Amount with respect to the Class 1A Certificates for such Remittance Date over the Amount Available (exclusive of clauses (v) and (vi) of the definition thereof) with respect to Group 1 for such Remittance Date,
(C) to deposit in the Group 2 Certificate Account, an amount equal to the excess of the Class A Remittance Amount with respect to the Class 2A Certificates for such Remittance Date over the Amount Available (exclusive of clauses (v) and (vi) of the definition thereof) with respect to Group 2 for such Remittance Date and (D) to deposit in the Group 1 or Group 2 Certificate Account, as applicable, on the October 25, 1999 Remittance Date the related amount deposited into the Reserve Account pursuant to Section 6.14(a)(iii) above;

(ii) to release to the Class R Certificateholders, on each Remittance Date on which the sum of the Overcollateralization Amount for a Group and the amount on deposit in the related Reserve Account exceeds the Required Overcollateralization Amount for such Group, the lesser of (A) the amount, if any, remaining in the Reserve Account and (B) such excess, after giving effect to all payments to be made on the related Class A Certificates on such Remittance Date; and

(iii) to clear and terminate the related Reserve Account upon termination of this Agreement with any amounts on deposit therein being paid to the Class R Certificateholders.

(d) Upon the earlier to occur of the Cross-Over Date with respect to the related Group or the Remittance Date on which all amounts due have been paid to the related 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 for such Remittance Date 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 [Reserved]

Section 6.16 Compliance with Withholding Requirements.

Notwithstanding any other provision of this Agreement, the Trustee shall comply with all federal withholding requirements respecting payments to Certificateholders of interest or original issue discount that the Trustee reasonably believes are applicable under the Code. The consent of Certificateholders shall not be required for such withholding. In the event the Trustee does withhold any amount from interest or original issue discount payments or advances thereof to any Certificateholder pursuant to federal withholding requirements, the Trustee shall indicate the amount withheld to such Certificateholders.

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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 Group 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 the second paragraph of this
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 Bank National Association, as Trustee under the Pooling and Servicing Agreement, dated as of June 1, 1999, Series 1999-2" and (b) complete a restrictive endorsement that reads "LaSalle Bank National Association is the holder of the mortgage note for the benefit of the Certificateholders under the Pooling and Servicing Agreement, dated as of June 1, 1999, Series 1999-2" 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 Group, 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 5.03 and Section 6.10 (pursuant to which Servicing Compensation is reduced), the Servicer shall be entitled to withdraw from the Principal and Interest Account with respect to the related Group 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, 2000, an Officer's Certificate stating that (i) the Servicer has fully

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complied with the provisions of Articles V and VII, (ii) a review of the activities of the 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, 2000, 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.

(a) 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.

(b) More specifically (but without derogation of the more general right of inspection referred to in subsection (a) above), the Certificate Insurer or its agents or representatives also shall have the right, upon reasonable notice and during normal business hours on the Servicer's or any Subservicer's premises, as the case may be, to examine, review and audit the books, records and files of the Servicer or any Subservicer relating to the Mortgage Loans (including, without limitation, any servicing and origination files) and the servicing thereof and to receive such other information as the Certificate Insurer may reasonably request, and to make such copies or take excerpts from such books, records and files as any such agent or representative

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deems necessary or advisable. During any such examination or review, the Servicer or Subservicer, as the case may be, shall make its employees, auditors, representatives or agents knowledgeable about the books, records and/or files being examined or reviewed available to the Certificate Insurer, its agents or representatives. In addition, the Servicer, upon request of the Certificate Insurer, will permit the Certificate Insurer or its authorized agents to discuss the affairs, finances and accounts of the Servicer with such Servicer's independent accountants. Unless an Event of Default shall have occurred and be continuing, the reasonable and customary out of pocket costs and expenses of the Servicer or its representatives or agents in connection with any such examination, review or discussion under this subsection (b) shall be paid by the Servicer, and the costs and expenses of the Certificate Insurer, its agents or representatives shall be paid by the Certificate Insurer. During the period in which an Event of Default is continuing, any costs and expenses of the Certificate Insurer, its agents and representatives and of the Servicer, its agents and representatives shall be paid solely by the Servicer.

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 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, 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.

(a) 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.

(b) The Servicer will deliver to the Certificate Insurer (i) within 45 days of the end of each quarter of each fiscal year, copies of the Thrift Financial Report submitted to the Office of Thrift Supervision, (ii) within 45 days of the end of each quarter of the fiscal year, unaudited copies of the Servicer's consolidated balance sheet and statement of income certified by the chief financial officer of the Servicer as being true, correct and inclusive of adjustments necessary for a fair statement of the results for the interim periods (pursuant to interim accounting and disclosure rules and regulations, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles may be condensed or omitted), and (iii) annually within 30 days of the completion of the audited financial statements of the Servicer, audited copies of the Servicer's consolidated balance sheet and statements of income and cash flows, accompanied by an unqualified opinion thereon of the Servicer's independent public accountants to the effect that such consolidated financial statements have been prepared in accordance with generally accepted accounting principles consistently maintained and applied.

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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

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this Agreement, or the failure of the Depositor to perform its duties in compliance with the terms of this Agreement.

(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 Fannie Mae or Freddie Mac. The Servicer shall send notice of any such merger, consolidation or succession 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

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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. 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

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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;

(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 Group 1 Principal and Interest Account or the Group 2 Principal and Interest Account;

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(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;

(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;

(d) deliver, upon request, to its successor or, if none shall have yet been appointed, to the Trustee, copies of any proprietary software or computer programs, including any related operating manuals or training material, if any, used in the servicing of the atypical Mortgage Loans included in the Trust Fund to the extent that such successor or the Trustee, as applicable, shall not have reasonably available to it, software and programs for the servicing of such atypical Mortgage Loans, and shall use its reasonable best efforts to provide its successor, or the Trustee, as applicable, with any license, authorization or approvals from third parties necessary for its successor, or the Trustee, as applicable, to operate or use any other software or computer programs used in the servicing of the Mortgage Loans included in the Trust Fund. Prior to any such delivery, the Servicer shall have received from such successor or the Trustee, as applicable, an agreement in writing to the effect that such software and programs delivered to it will be used solely in connection with the servicing of the Mortgage Loans included in the Trust Fund and that it will return the same to the Servicer upon termination of its duties hereunder; and

(e) 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 Group:

(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 Group or the Certificate Insurance Policy or a failure by the Trustee to perform in accordance with this Agreement with respect to such Group; (B) the failure by the Servicer to make any required Servicing Advance with respect to a Group, 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 by the

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Certificate Insurer or any related Certificateholder with the consent of the Certificate Insurer; 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 Group, 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 Group(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 Group(s) affected by such Event of Default and in and to the Mortgage Loans of the Group(s) affected by such Event of Default and

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the proceeds thereof, as servicer. Upon receipt by the Servicer of a second written notice (except relative to clause (i)(C) above) from the Majority Certificateholders of the related Group 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 Group, 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 Group, 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 Group. 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 Group 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 Certificate holder for such Group 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 Group(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 Group. 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 Group, 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 Group, as the case may be, may terminate the Servicer in

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accordance with Section 10.01(b) above, provided that the Trustee shall have until the 60th day following the date of receipt of notice of the Event of Nonpayment to either assume the servicing for the related Group or appoint a successor servicer for the related Group 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 Group, 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 Group, the successor in all respects to the Servicer in its capacity as servicer under this Agreement with respect to such Group 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 deter mines reasonably and in good faith that such advances would not be recoverable pursuant to Sections 5.04(ii), 6.06(c)(A)(X)(v) and
(vi) or 6.06(c)(A)(Y)(iv) and (v) with respect to Group 1, or 6.06(c)(B)(X)(v) and (vi) or 6.06(c)(B)(Y)(iv) and (v) with respect to Group 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

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Remittance Amount. As compensation therefor, the Trustee, or any successor servicer appointed pursuant to the 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 Group(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 Fannie Mae and Freddie Mac 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

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in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Servicer hereunder. 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 Group, on behalf of all Certificateholders with respect to such Group, 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 Group 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 Group 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 Group.

(b) Upon receipt of direction to remove the Servicer with respect to the related Group pursuant to the preceding clause (a), the Trustee shall notify the Servicer that it has been terminated with respect to such Group and the Servicer shall be terminated with respect to such Group 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, on any date on which the Pool Principal Balance is less than or equal to 5% of the sum of the Original Pool Principal Balance and the Original Pre-Funded Amounts, by purchasing, on the next succeeding Remittance Date, all of the outstanding Mortgage Loans and REO Properties at a price (the "Termination Price") equal to the excess, if any, of
(1) the sum of (x) (i) 100% of the Principal Balance of each outstanding Mortgage Loan, and (ii) 30 days' interest on the amount described in clause
(x)(i) at a rate equal to the related Net Mortgage Rate; but in no event less than the Class 1A Pass-Through Rate, with respect to Group 1, or the Class 2A Pass-Through Rate, with respect to Group 2, and (y) the appraised value of each REO Property, such appraisal to be conducted by an appraiser mutually agreed upon by the Servicer and the Trustee in their reasonable discretion (and approved by the Certificate Insurer in its reasonable discretion), over (2) the amounts (other than the Termination Price being calculated pursuant to this paragraph) that will constitute the Available Remittance Amount 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 of principal not yet applied to reduce the related Principal Balance thereof or interest therein at the related Net Mortgage 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 also 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.

If the Servicer does not exercise its option set forth above, the majority Class R Certificateholder may exercise such option on the same terms as the Servicer; provided, that if the

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Servicer is Superior Bank, FSB or an Affiliate, the Class R Certificateholder shall give the Servicer 30 days' prior written notice of its intention to exercise such option. If the Servicer fails to notify the majority Class R Certificateholder that it intends to exercise the option, the majority Class R Certificateholder may do so.

Any such purchase 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 Group (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 Group subsequent to such transfer shall belong to the Person purchasing the Mortgage Loans and REO Properties relating to such Group. For purposes of calculating the Available Remittance Amount with respect to a Group 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 Group.

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 purchasing Person 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 purchasing Person 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 and 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 Return

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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(a)(i)(A) or 10.01(a)(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 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

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(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;

(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,

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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 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

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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 (including legal fees and expenses) (i) incurred in connection with any legal action relating to this Agreement, the Prospectus 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 Group, and shall extend to any co-trustee or separate-trustee appointed pursuant to this Article XII.

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

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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, the combined capital and surplus of such bank 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.

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

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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 mail

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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.

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

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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.

Section 12.16 Year 2000 Compliance.

The Trustee represents that it will use reasonable commercial efforts to cure (by August 1999) any deficiencies with regard to the manipulation or calculation of dates beyond December 31, 1999 in the internally maintained computer software systems used by the Trustee in the conduct of its trust business which would materially and adversely affect its ability to perform its obligations under the Pooling and Servicing Agreement. The Trustee further represents that it will

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use reasonable commercial best efforts to obtain reasonable assurances from each third party vendor of licensed computer software systems used by the Trustee in the conduct of its trust business that such vendors shall use reasonable commercial efforts to cure any deficiencies with regards to the manipulation or calculation of dates beyond December 31, 1999 in such systems which would materially and adversely affect the ability of the Trustee to perform its obligation under the Pooling and Servicing Agreement.

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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 and Class 2A Certificates 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 the than 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 Treasury regulations Section 301.6231(a)(7)-1(a). 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.

(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

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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 be liable or responsible for any Adverse REMIC Event arising out of or resulting from any such action or omission.

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(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, 2000, 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 October 25, 2029 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 Group 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 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

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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", "contributions" or, except as otherwise provided for in this Agreement, "net income from foreclosure property" 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 Group if the Majority Certificateholders of the related Group 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 to consent to any such

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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 Certificate holders' expense on direction of the Certificate Insurer or the Majority Certificateholders of both Groups, 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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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 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 Bank National Association, 135 S. LaSalle Street, Suite 1625, Chicago, Illinois 60674-4107, Attention: Asset-Backed Securities Trust Services Department - AFC 1999-2, (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, 55 Water Street, New York, New York 10041 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.

The Certificate Insurer shall be a third-party beneficiary of this Agreement, entitled to enforce any provisions hereof as if a party hereto. Any right conferred to the Certificate Insurer with respect to a Group 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 Group are no longer outstanding hereunder, and no amounts owed to the Certificate Insurer hereunder with respect to such Group remain unpaid, the Certificate Insurer's rights hereunder with respect to such Group shall terminate.

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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 Commercial Code to perfect the

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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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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 its capacities as Depositor and Servicer

By: /s/William C. Bracken
    -------------------------------------------------
    Name:    William C. Bracken
    Title:   Chief Financial Officer
             Senior Vice President

LASALLE BANK NATIONAL ASSOCIATION, as Trustee

By: /s/Shashank Mishra
    -------------------------------------------------
    Name:
    Title:


STATE OF ILLINOIS       )
                        ) ss.:
COUNTY OF               )

On the __ day of June, 1999 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 ________


STATE OF ILLINOIS       )
                        ) ss.:
COUNTY OF               )

On the __ day of June, 1999 before me, a Notary Public in and for the State of Illinois, personally appeared Shashank Mishra known to me to be a First Vice President of LaSalle Bank National Association, 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 ________


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 Bank National Association, as Trustee under the Pooling and Servicing Agreement, dated as of June 1, 1999, Series 1999-2] without recourse" and signed, by facsimile or manual signature, by such last endorsee. With respect to the Mortgage Loans listed on the schedule attached as Exhibit W to the Pooling and Servicing Agreement, the original Mortgage Note referred to above cannot be located; the obligations of the Depositor to deliver such documents shall be deemed to be satisfied upon delivery to the Trustee of a photocopy of the original thereof with a lost note affidavit;

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, and, with respect to a Manufactured Home Loan, a manufactured housing unit (American Land Title Association 7) endorsement from the title insurer stating that the insurer agrees that the related manufactured housing unit is included within the term "land" when used in the title policy.

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 Multifamily Loan Mixed Use Loan and Commercial 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

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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 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

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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.

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 Group 1, to the extent that such Group 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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EXHIBIT B-1

[FORM OF CLASS 1A CERTIFICATE]

[DTC LEGEND]

AFC Mortgage Loan Asset Backed Certificate

Series 1999-2              Original Class 1A
Class 1A                   Principal Balance:
                           $______________.
No. _________

Date of Pooling and        Original Dollar Amount as of the Closing
Servicing Agreement:       Date Represented by this Certificate:
June 1, 1999               $_________________.

Servicer:                  Percentage Interest of
Superior Bank FSB          this Certificate:
                                %
First Remittance Date:
July 26, 1999
                           Original Group 1 Principal
Closing Date:              Balance: $________________
June 24, 1999
                           Original Group 1 Pre-Funded Amount:
Class 1A                   $_____________
Pass-Through Rate:
variable                   Latest Scheduled Maturity Date of the Class
                           A Certificates:
CUSIP #:                   ______________ 1, 20__

                           Trustee:  LaSalle Bank National Association

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 of the Class 1A Certificates of the above referenced series (the "Class 1A Certificates") in a Trust Fund consisting primarily of certain residential first and second mortgage loans (the "Mortgage Loans") serviced by 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, 1999 (the


"Agreement") by and among the Servicer, the Depositor and LaSalle Bank National Association, as trustee (the "Trustee"), certain of the pertinent provisions of which are set forth herein. The Cut-off Date with respect to the Group 1 Initial Mortgage Loans is June 1, 1999. 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 26, 1999, 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 Certificates and the Class 2A Certificates, and the last Business Day of the month preceding the month of such Remittance, with respect to the Class R Certificates (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 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.

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IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed under its official seal.

LASALLE BANK NATIONAL ASSOCIATION,
as Trustee

By:___________________________
Authorized Officer

Dated:________________________
(Seal)

CERTIFICATE OF AUTHENTICATION

This is a Class 1A Certificate referred to in the within-mentioned Agreement.

LASALLE BANK NATIONAL ASSOCIATION, as
Certificate Registrar

By:___________________________
Authorized Officer

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EXHIBIT B-2

[FORM OF CLASS 2A CERTIFICATE]

[DTC LEGEND]

AFC Mortgage Loan Asset Backed Certificate

Series 1999-2              Original Class 2A
Class 2A                   Principal Balance:
                           $______________.
No. _________

Date of Pooling and        Original Dollar Amount as of the Closing
Servicing Agreement:       Date Represented by this Certificate:
June 1, 1999               $_________________.

Servicer:                  Percentage Interest of
Superior Bank FSB          this Certificate:
                                %

First Remittance Date:     Original Group 2 Principal
July 26, 1999              Balance: $________________

Closing Date:              Original Group 2 Pre-Funded Amount:
June 24, 1999              $_____________

Pass-Through Rate:         Latest Scheduled Maturity Date of the Class
variable                   A Certificates:

CUSIP #:                   ______________ 1, 20__

                           Trustee:  LaSalle Bank National Association

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 of 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 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, 1999 (the "Agreement") by and among the Servicer, the Depositor and LaSalle Bank National Association, as trustee (the "Trustee"), certain of the pertinent provisions of which are set forth herein. The Cut-off Date with respect to the Group 2 Initial Mortgage Loans is June 1, 1999. 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 26, 1999, 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 Certificates and the Class 2A Certificates, and the last Business Day of the month preceding the month of such Remittance Date, with respect to the Class R Certificates (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.

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IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed under its official seal.

LASALLE BANK NATIONAL ASSOCIATION,
as Trustee

By:___________________________
Authorized Officer

Dated:________________________
(Seal)

CERTIFICATE OF AUTHENTICATION

This is a Class 2A Certificate referred to in the within-mentioned Agreement.

LASALLE BANK NATIONAL ASSOCIATION, as
Certificate Registrar

By:___________________________
Authorized Officer

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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 TRANSFERS OF THIS CERTIFICATE OR ANY INTEREST HEREIN SHALL BE MADE TO ANY EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR A PLAN WITHIN THE MEANING OF SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986 ("CODE") (A "PLAN"), TO A TRUSTEE OR OTHER PERSON


ACTING ON BEHALF OF ANY PLAN, OR TO ANY OTHER PERSON USING THE ASSETS OF ANY PLAN UNLESS THE TRANSFEREE PROVIDES THE DEPOSITOR, THE TRUSTEE AND THE SERVICER UNDER THE POOLING AND SERVICING AGREEMENT WITH AN OPINION OF COUNSEL SATISFACTORY TO THE DEPOSITOR, THE TRUSTEE AND THE SERVICER, WHICH OPINION WILL NOT BE AT THE EXPENSE OF THE DEPOSITOR, THE TRUSTEE OR THE SERVICER, THAT THE PURCHASE OF THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE DEPOSITOR, THE TRUSTEE OR THE SERVICER TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. IN LIEU OF SUCH OPINION OF COUNSEL, THE TRANSFEREE MAY PROVIDE A CERTIFICATION SUBSTANTIALLY TO THE EFFECT THAT THE PURCHASE OF THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT SUBJECT THE DEPOSITOR, THE TRUSTEE OR THE SERVICER TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT, AND THE FOLLOWING STATEMENTS ARE CORRECT: (I) THE TRANSFEREE IS AN INSURANCE COMPANY AND THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH TERM IS DEFINED IN PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60), (II) THE CONDITIONS

SET FORTH IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED AND (III) THERE IS NO PLAN WITH RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNTS RESERVES AND LIABILITIES FOR CONTRACTS HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS MAINTAINED BY THE SAME EMPLOYER (OR ANY "AFFILIATE" THEREOF, AS DEFINED IN PTCE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEED 10% OF THE TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS DETERMINED UNDER PTCE 95-60) AS OF THE DATE OF THE ACQUISITION OF CERTIFICATE.

AFC Mortgage Loan Asset Backed Certificate

Series 1999-2                  Percentage Interest of
Class R                        this Certificate:

                               ____%
No.__________

Date of Pooling and            Original Pool Principal Balance:
Servicing Agreement:           $________________.
June 1, 1999

                               Original Pre-Funded Amount:
Servicer:                      $___________.
Superior Bank FSB

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                               Trustee:  LaSalle Bank National Association

First Remittance Date:         Closing Date:
July 26, 1999                  June 24, 1999

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 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, 1999 (the "Agreement") by and among the Servicer, the Depositor and LaSalle Bank National Association, 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, 1999. 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 26, 1999, the Trustee or a Paying Agent shall distribute to the Person in whose name this Certificate is registered on the last Business Day of the month preceding the month of such Remittance (the "Record Date"), an amount 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 transfers of this Certificate or any interest herein shall be made to any employee benefit plan within the meaning of Section 3(3) of the Employee Retirement Income Security Act

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of 1974, as amended ("ERISA") or a plan within the meaning of Section 4975(e)(1) of the Internal Revenue Code of 1986 ("Code") (a "Plan"), to a trustee or other person acting on behalf of any Plan, or to any other person using the assets of any Plan unless the transferee provides the Depositor, the Trustee and the Servicer under the Pooling and Servicing Agreement with an opinion of counsel satisfactory to the Depositor, the Trustee and the Servicer, which opinion will not be at the expense of the Depositor, the Trustee or the Servicer, that the purchase of this Certificate by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Trustee or the Servicer to any obligation in addition to those undertaken in the Pooling and Servicing Agreement. In lieu of such opinion of counsel, the transferee may provide a certification substantially to the effect that the purchase of this Certificate by or on behalf of such Plan is permissible under applicable law, will not subject the Depositor, the Trustee or the Servicer to any obligation in addition to those undertaken in the Pooling and Servicing Agreement, and the following statements are correct: (i) the transferee is an insurance company and the source of funds used to purchase this Certificate is an "insurance company general account" (as such term is defined in Prohibited Transaction Class Exemption ("PTCE") 95-60), (ii) the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied and (iii) there is no Plan with respect to which the amount of such general accounts reserves and liabilities for contracts held by or on behalf of such Plan and all other Plans maintained by the same employer (or any "affiliate" thereof, as defined in PTCE 95-60) or by the same employee organization exceed 10% of the total of all reserves and liabilities of such general account (as determined under PTCE 95-60) as of the date of the acquisition of Certificate.

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 the same aggregate undivided Percentage Interest will be issued to the designated transferee or transferees.

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IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed under its official seal.

LASALLE BANK NATIONAL ASSOCIATION,
as Trustee

By:___________________________
Authorized Officer

Dated:________________________
(Seal)

CERTIFICATE OF AUTHENTICATION

This is a Class R Certificate referred to in the within-mentioned Agreement.

LASALLE BANK NATIONAL ASSOCIATION,
as Certificate Registrar

By:___________________________
Authorized Officer

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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 1999-2, Class 1A, Class 2A and Class R (herein called the "Certificates") 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 Group or are deposited in the related Certificate Account, related Reserve Account, related Principal and Interest Account, related Trustee Expense Account, related Pre-Funding Account and the related Interest Coverage 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 Group, the related Pre-Funded Amount, the related Reserve Account Deposit, the related Reserve Account Interest Deposit, the related Interest Coverage Amount, 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 Group will be available to Holders of the Class A Certificates related to the other Group. 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 Reserve Account, the related


Trustee Expense Account and the related Interest Coverage 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 Group 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, 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-

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 Group 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 at the time of purchase being less than five percent (5%) of the sum of the Original Pool Principal Balance and the Original Pre-Funded Amounts, 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.

In the event of any conflict or ambiguity between the terms and provisions in this Certificate and the Agreement, the Agreement shall control and be binding upon the Certificateholder, Certificate Insurer, the Trustee, the Depositor and the Servicer.

-3-

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, 1999, among Superior Bank FSB, as depositor ("Depositor") and servicer (the "Servicer"), and LaSalle Bank National Association, 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 "Group 1 Principal and Interest Account, Superior Bank FSB, in trust for the registered holders of AFC Mortgage Loan Asset Backed Certificates, Series 1999-2" and "Group 2 Principal and Interest Account, Superior Bank FSB, in trust for the registered holders of AFC Mortgage Loan Asset Backed Certificates, Series 1999-2." 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.

SUPERIOR BANK FSB

By:___________________________
Name:_________________________
Title:________________________


The undersigned hereby certifies that the above described accounts have each been established as a trust account under Account Number ___________ with respect to Group 1 and Account Number __________ with respect to Group 2 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-

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 1999-2, dated as of June 1, 1999 among Superior Bank FSB, as Depositor and Servicer and LaSalle Bank National Association, 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:

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 a trustee or other person acting on behalf of any Plan; or
(2) Purchaser has attached either the certification and Opinion of Counsel required under Section 4.02(c)(vii) of the Pooling and Servicing Agreement.

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

-2-

deemed to be an original; such counterparts, together, shall constitute one and the same agreement.

-3-

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.__________________________

-4-

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, 1999, by and among LaSalle Bank National Association, as Trustee ("Trustee"), and Superior Bank FSB, as Depositor and Servicer, and that certain Certificate, Class _____, No. __, Series 1999-2 (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:


a. The Assignee agrees to be bound, as Certificateholder, by the restrictions on transfer contained in the Pooling and Servicing Agreement; and

b. [In the case of an assignment of a Class R Certificate only] 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 a trustee or other person acting on behalf of any Plan; or (2) Purchaser has attached either the certification and Opinion of Counsel required under Section 4.02(c)(vii) 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-

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 ____________


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 ____________


EXHIBIT E(1)

WIRING INSTRUCTIONS FORM

______________, 19__

[Paying Agent]

[Trustee]

Re: AFC Mortgage Loan Asset Backed Certificates, Series 1999-2, Class ___, No. __, issued pursuant to that certain Pooling and Servicing Agreement, dated as of June 1, 1999, among Superior Bank FSB, as Depositor and Servicer, and LaSalle Bank National Association, 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:


EXHIBIT F

FORM OF TRUSTEE INITIAL CERTIFICATION

______________, 19__

[Certificate Insurer]

[Servicer]

[Purchaser]

[Certificateholder]

Re: Pooling and Servicing Agreement, dated as of June 1, 1999 (the "Pooling and Servicing Agreement"), among Superior Bank FSB, as Depositor and Servicer, and LaSalle Bank National Association, as Trustee

Gentlemen:

In accordance with Section 2.05 of the 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 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 Pooling and Servicing Agreement.

LASALLE BANK NATIONAL ASSOCIATION,
as Trustee

By:_____________________
Name:___________________
Title:__________________


EXHIBIT F-1

FORM OF TRUSTEE INTERIM CERTIFICATION

______________, 19__

[Certificate Insurer]

[Depositor]

[Servicer]

[Certificateholders]

Re: Pooling and Servicing Agreement, dated as of June 1, 1999 (the "Pooling and Servicing Agreement"), among Superior Bank FSB, as Depositor and Servicer, and LaSalle Bank National Association, as Trustee

Gentlemen:

In accordance with the provisions of Section 2.05 of the 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, except as noted on the attachment hereto, (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)[, except as set forth on Attachment A hereto], (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[, except as set forth on Attachment A hereto], (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[, except as set forth on Attachment A hereto] and (iv) each Mortgage Note has been endorsed as provided in Section 2.04 of the Pooling and Servicing Agreement[, except as set forth on Attachment A hereto]. The Trustee has made no independent examination of such documents beyond the review specifically required in the 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.

Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement.

LASALLE BANK NATIONAL ASSOCIATION,
as Trustee

By:______________________
Name:____________________
Title:___________________

-2-

EXHIBIT G

FORM OF TRUSTEE FINAL CERTIFICATION

_____________, 19__

[Certificate Insurer]

[Servicer]

[Certificateholders]

[Depositor]

Re: Pooling and Servicing Agreement, dated as of June 1, 1999 (the "Pooling and Servicing Agreement"), among Superior Bank FSB, as Depositor and Servicer, and LaSalle Bank National Association, as Trustee, relating to AFC Mortgage Loan Asset Backed Certificates, Series 1999-2

Gentlemen:

In accordance with Section 2.05 of the 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.

Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement.

LASALLE BANK NATIONAL ASSOCIATION,
as Trustee

By:________________________
Name:______________________
Title:_____________________

-2-

EXHIBIT H-1

MORTGAGE LOAN SCHEDULE FOR GROUP 1


ALLIANCE FUNDING                                            Sale Schedule - Group 1
A division of Superior Bank FSB         1999-2 Initial Pool of Fixed Rate Mortgages - Settlement 6/24/99             Page -7 6/30/99

                                                                                                           Principal   Cut-off Date
                                                                                                     Zip   Balance at    Principal
Pool ID   Inv   Account      Name                     Address                      City       State Code  Origination     Balance
------------------------------------------------------------------------------------------------------------------------------------

  242-01  915   801073248 BENDICK ROBERT J         6631 WISTERIA DRIVE          MYRTLE BEAC     SC  29575    52,000.00     51,490.98
  242-01  915   801163577 PIUS LAURENT             5 DALI TERRACE               MARLBORO        NJ  07746    97,000.00     96,586.32
  242-01  915   801166414 ROSARIO GLORIA           183 NORTH COTTAGE STREET     VALLEY STRE     NY  11580   184,500.00    183,222.82
  242-01  915   801171596 RANCATORE MARK C         254 COLUMBIA ROAD            NEW KENSING     PA  15068    32,000.00     31,986.13
  242-01  915   801176371 JONES DELROY             443 DEKALB AVENUE            BROOKLYN        NY  11206   311,250.00    309,943.52
  242-01  915   801192154 GLASS JACQUELINE L       1661 DARLEY AVENUE           BALTIMORE       MD  21213    30,000.00     29,991.78
  242-01  915   801198409 STADTMULLER GYULA        1441 UNION TURNPIKE A 2      NORTH BERGE     NJ  07047    45,500.00     45,248.99
  242-01  915   801204934 WORSLEY DONALD R         108 BRITTANY COURT           TARBORO         NC  27886    49,500.00     49,500.00
  242-01  915   801206806 REID RUBY                220 04 43RD AVENUE           BAYSIDE         NY  11361    49,300.00     49,248.49
  242-01  915   801213190 RICHARDS LEWIS P         RR 1 BOX 79                  TANNERSVILL     PA  18372   102,700.00    102,700.00
  242-01  915   801215898 COULOMBE LUCIEN          13220 HOUSTON AVENUE 103     HUDSON          FL  34667    39,900.00     39,549.22
  242-01  915   801221839 STRINGER BARBARA         21504 KARL                   DETROIT         MI  48219    52,700.00     52,670.80
  242-01  915   801223900 CARELLI SAMUEL           105 EAST MILL ROAD           NORTHFIELD      NJ  08225   100,000.00     99,971.70
  242-01  915   801226176 BAEHSER DIANNA L         47 POPLAR VALLEY LANE        TRAVELERS R     SC  29690    85,950.00     85,950.00
  242-01  915   801229741 ROUSE CYNTHIA A          712 SOUTH 50TH STREET        PHILADELPHI     PA  19143    14,000.00     13,965.24
  242-01  915   801229816 ROUSE CYNTHIA A          714 SOUTH 50TH STREET        PHILADELPHI     PA  19143    14,000.00     13,965.24
  242-01  915   801238296 BAILEY JOSEPH D          215 WESTMOORELAND ROAD       BLACKBURG       SC  29702    63,750.00     63,718.64
  242-01  915   801241878 BIRCH DARRELL            517 T BISHOP ROAD            JONESVILLE      SC  29353    26,350.00     26,020.02
  242-01  915   801249665 SERBES CAROLYN           640 NORTH BAYVIEW EXT        SOUTHOLD        NY  11971   157,500.00    156,801.90
  242-01  915   801251182 CLEVELAND RICHARD J JR   46 BETTS AVENUE              NEW CASTLE      DE  19720    16,700.00     16,632.95
  242-01  915   801253345 CARTWRIGHT LORRAINE F    565 MAIN STREET              PATERSON        NJ  07510   175,000.00    174,907.68
  242-01  915   801259391 HARGWOOD JUANITA         449 FREEMAN AVENUE           BRENTWOOD       NY  11717   119,000.00    118,580.35
  242-01  915   801261504 SAVAGE WILLIAM J         145 DORADO DRIVE             DELRAN          NJ  08075    34,400.00     33,909.33
  242-01  915   801266156 SCALONE CROCIFISSA R     33 LINDEN LANE               FARMINGVILL     NY  11738   128,980.00    128,949.84
  242-01  915   801267543 DOGGETT BARBARA          191 ATLANTIC AVENUE          NORTH HAMPT     NH  03862    83,000.00     82,851.45
  242-01  915   801270604 MCMILLEN LEROY B         300 GARBER STREET            HOLLIDAYSBU     PA  16648    25,000.00     24,949.21
  242-01  915   801271248 STAS MIRIAM              150 ORCHARD STREET           NANTICOKE       PA  18634    17,500.00     17,297.96
  242-01  915   801271628 STREET FRED M            12046 LAUDER                 DETROIT         MI  48227    34,000.00     33,991.86
  242-01  915   801280355 MERRILL ZACHARY G        3624 WATSON BOULEVARD        ENDWELL         NY  13760    51,000.00     50,976.64
  242-01  915   801285107 GLENN KATIE L            5132 HAZEL AVENUE            PHILADELPHI     PA  19143    59,200.00     58,946.64
  242-01  915   801286287 BOTSFORD PETER G         57 SHORE ROAD                REMSENBERG      NY  11960   107,000.00    106,667.97
  242-01  915   801286303 POMPEY ARETHA            414 CHESTNUT STREET          BROOKLYN        NY  11208   153,000.00    152,953.21
  242-01  915   801287699 DURRETT BARBARA C        6358 SPRING LAKE DRIVE       FLOWERY BRA     GA  30542    24,425.00     23,956.42
  242-01  915   801287871 BEALE LISA D             307 S 6TH STREET             NEWARK          NJ  07103    59,500.00     59,472.45
  242-01  915   801288515 COOKE ALVIN              6572 COBBS CREEK PARKWAY     PHILADELPHI     PA  19142    19,550.00     19,460.25
  242-01  915   801289851 DUALLO SUZANNE           RR 3 BOX 5                   HONESDALE       PA  18431    51,000.00     50,857.75
  242-01  915   801292202 LOUREIRO JOSE            97 FLINT STREET              PAWTUCKET       RI  02861    79,900.00     79,847.36
  242-01  915   801305285 PIERSON JOY M            71 MICHAEL ROAD              STAMFORD        CT  06903   125,000.00    124,185.66
  242-01  915   801305327 DAVIS GERALD L           147 WHITEHALL                BUFFALO         NY  14220    43,200.00     43,200.00
  242-01  915   801306770 RUCKI PERRY W            1144 BAY SHORE AVENUE        BAY SHORE       NY  11706    27,600.00     27,463.75
  242-01  915   801310863 HUTCHINS MATTHEW D       1665 SOUTH JACKSON STREET    DENVER          CO  80210    37,250.00     37,117.42
  242-01  915   801312042 KIMBERLY RONALD E        7885 FOSTER ROAD             LIVERPOOL       NY  13090    68,800.00     68,770.21
  242-01  915   801312620 CARLINO JOSEPH J         40 HILL STREET               WALDEN          NY  12586    30,000.00     30,000.00
  242-01  915   801314253 FIGUEROA DENNIS          92 UPPER CHERRYTOWN ROAD     KERHONKSON      NY  12824    52,000.00     51,961.36
  242-01  915   801316431 MCLAREN MILTON           7 HOPE PLACE                 FREEPORT        NY  11520    35,000.00     34,899.67
  242-01  915   801319898 ROTHBERG RONALD          117 RED RAMBLER DRIVE        LAFAYETTE H     PA  19444    90,000.00     88,579.14
  242-01  915   801320359 OLEKSOWICZ STANLEY S     105 DOUGLAS COURT            ORANGETOWN      NY  10965    93,000.00     91,698.59
  242-01  915   801320441 THOMAS PAUL              RT 3 BOX 249                 LAKE BUTLER     FL  32054    49,725.00     49,699.87
  242-01  915   801321480 MENESES WELHEM C         88 14 202ND STREET           JAMAICA         NY  11423   160,200.00    159,767.02
  242-01  915   801323601 BURGOS RODRI ABNER       8 CORNTASSLE ROAD            DANBURY         CT  06811    31,500.00     31,213.19
  242-01  915   801324153 LEON GIRALDO             530 NORTH SENDERO STREET     CLEWISTON       FL  33440    39,100.00     39,100.00
  242-01  915   801324930 LOPEZ ABEL               980 AUTO RANCH ROAD          NAPLES          FL  34114    43,950.00     43,833.70
  242-01  915   801329418 GARFI SALVATORE          302 304 HOWARD AVENUE        NEW HAVEN       CT  06519   115,500.00    114,994.37
  242-01  915   801331422 JOHNS ARLIE TODD         RD 1 BOX 585                 ADRIAN          PA  16210    13,780.00     13,710.48
  242-01  915   801331935 PHILLIPS GARY S          827 44TH AVENUE NORTH        MYRTLE BEAC     SC  29577    99,000.00     98,798.63
  242-01  915   801333634 PLUCKY WILLIAM A         90 PINEWOOD DRIVE            RINGWOOD        NJ  07456    65,000.00     64,548.51
  242-01  915   801334533 BADGER CAROLYN           111 HARVARD STREET           HEMPSTEAD       NY  11550    98,600.00     98,528.08
  242-01  915   801335084 PADILLA SHARON K         7791 ZUNI STREET             DENVER          CO  80221    21,000.00     20,796.54
  242-01  915   801337569 CENNAMO JACK             30 FRELMA DRIVE              TRUMBULL        CT  06611    27,800.00     27,612.80
  242-01  915   801338047 YOUNGWAN KIM DILLON      69 04 228 STREET             BAYSIDE         NY  11364    44,200.00     44,019.72
  242-01  915   801340415 ROMULUS ROMENER          181 NEW YORK AVENUE          WESTBURY        NY  11590   136,000.00    135,507.09


             Cut-off Date     First                                       Original   Current     Scheduled
              Companion      Payment      Maturity      Rem       Date       LTV     Mortgage     Payment
  Account     Loan Bal.       Date          Date       Term       Due       Ratio      Rate     Int & Prin
------------------------------------------------------------------------------------------------------------

  801073248         0.00    12/01/1998   11/01/2028    353.00   07/01/99     71.2      9.250         427.79
  801163577         0.00    02/05/1999   01/05/2019    235.17   06/05/99     74.5     11.750       1,051.20
  801166414         0.00    12/24/1998   11/24/2013    173.79   06/24/99     90.0     11.700       1,855.29
  801171596         0.00    12/17/1998   11/17/2028    353.56   05/17/99     80.0     10.100         283.19
  801176371         0.00    04/01/1999   03/01/2014    177.00   06/01/99     75.0     11.550       3,645.89
  801192154         0.00    03/19/1999   02/19/2029    356.65   05/19/99     75.0     12.250         314.37
  801198409         0.00    06/27/1998   05/27/2013    167.84   05/27/99     70.0     10.500         416.21
  801204934         0.00    12/11/1998   11/11/2018    233.36   05/11/99     75.0     14.650         639.05
  801206806         0.00    01/01/1999   12/01/2013    174.00   06/01/99     86.9     11.150         475.09
  801213190         0.00    03/02/1999   02/02/2014    176.09   05/02/99     74.9     12.550       1,100.06
  801215898         0.00    12/03/1998   11/03/2013    173.10   06/03/99     70.0      9.990         428.52
  801221839         0.00    02/01/1999   01/01/2029    355.00   06/01/99     85.0     13.250         593.29
  801223900         0.00    02/01/1999   01/01/2014    175.00   06/01/99     75.3     12.050       1,032.47
  801226176         0.00    01/01/1999   12/01/2028    354.00   06/01/99     90.0     12.100         890.71
  801229741         0.00    01/03/1999   12/03/2028    354.08   06/03/99     80.0     11.450         138.11
  801229816         0.00    01/03/1999   12/03/2028    354.08   06/03/99     80.0     11.450         138.11
  801238296         0.00    12/23/1998   11/23/2028    353.75   05/23/99     85.0     12.700         690.29
  801241878         0.00    01/01/1999   12/01/2013    174.00   07/01/99     85.0     11.950         315.40
  801249665         0.00    01/01/1999   12/01/2013    174.00   07/01/99     90.0     10.750       1,470.23
  801251182         0.00    12/23/1998   11/23/2013    173.75   05/23/99     79.9     13.900         221.28
  801253345         0.00    05/01/1999   04/01/2024    298.00   06/01/99     70.0     12.050       1,849.61
  801259391         0.00    12/04/1998   11/04/2013    173.13   06/04/99     85.0      9.800       1,026.77
  801261504         0.00    01/18/1999   12/18/2018    234.58   06/18/99     79.7     12.950         401.80
  801266156         0.00    02/04/1999   01/04/2014    175.13   05/04/99     85.9     12.900       1,416.70
  801267543         0.00    01/01/1999   12/01/2013    174.00   06/01/99     31.9      9.750         713.10
  801270604         0.00    02/05/1999   01/05/2019    235.17   05/05/99     38.4     12.000         275.27
  801271248         0.00    02/08/1999   01/08/2019    235.27   06/08/99     84.9     12.600         200.06
  801271628         0.00    03/01/1999   02/01/2029    356.00   06/01/99     85.0     12.800         370.80
  801280355         0.00    03/26/1999   02/26/2014    176.88   05/26/99     85.0     10.100         451.34
  801285107         0.00    12/17/1998   11/17/2028    353.56   06/17/99     80.0     10.900         559.31
  801286287         0.00    01/01/1999   12/01/2013    174.00   07/01/99     79.8      9.875         929.13
  801286303         0.00    02/20/1999   01/20/2014    175.66   05/20/99     82.7     11.700       1,538.54
  801287699         0.00    02/13/1999   01/13/2009    115.43   06/13/99     84.9     12.050         351.13
  801287871         0.00    01/09/1999   12/09/2013    174.28   06/09/99     85.0     12.800         648.90
  801288515         0.00    01/04/1999   12/04/2013    174.12   07/04/99     85.0     12.050         201.85
  801289851         0.00    03/24/1999   02/24/2014    176.81   05/24/99     85.0     12.450         626.93
  801292202         0.00    04/01/1999   03/01/2014    177.00   06/01/99     84.1     11.750         806.52
  801305285         0.00    12/25/1998   11/25/2013    173.82   06/25/99     85.2     11.990       1,284.80
  801305327         0.00    04/01/1999   03/01/2029    357.00   06/01/99     63.5     12.200         451.02
  801306770         0.00    04/16/1999   03/16/2019    237.47   06/16/99     80.0     14.350         350.25
  801310863         0.00    02/01/1999   01/01/2014    175.00   06/01/99     72.7     13.600         486.10
  801312042         0.00    03/01/1999   02/01/2029    356.00   06/01/99     68.8     10.100         608.86
  801312620         0.00    04/01/1999   03/01/2029    357.00   06/01/99     66.6     11.000         285.70
  801314253         0.00    01/01/1999   12/01/2013    174.00   06/01/99     80.0     13.250         585.40
  801316431         0.00    03/18/1999   02/18/2014    176.61   05/18/99     75.0     11.450         407.75
  801319898         0.00    01/11/1999   12/11/2013    174.35   06/11/99     60.6      9.600         945.25
  801320359         0.00    04/01/1999   03/01/2029    357.00   08/01/99     48.9      9.850         805.85
  801320441         0.00    04/12/1999   03/12/2029    357.34   06/12/99     85.0     12.100         515.31
  801321480         0.00    02/07/1999   01/07/2014    175.23   06/07/99     90.0     11.990       1,646.60
  801323601         0.00    03/23/1999   02/23/2014    176.78   06/23/99     73.9     10.400         346.26
  801324153         0.00    04/19/1999   03/19/2029    357.57   05/19/99     85.0     12.150         406.71
  801324930         0.00    04/01/1999   03/01/2014    177.00   06/01/99     75.0     14.050         586.78
  801329418         0.00    04/01/1999   03/01/2014    177.00   06/01/99     70.0     11.100       1,320.03
  801331422         0.00    04/01/1999   03/01/2014    177.00   06/01/99     79.9     10.750         154.47
  801331935         0.00    03/22/1999   02/22/2029    356.75   06/22/99     85.3     11.600         987.95
  801333634         0.00    03/03/1999   02/03/2014    176.12   06/03/99     74.3      9.650         684.64
  801334533         0.00    03/25/1999   02/25/2014    176.84   05/25/99     80.0     13.350       1,117.75
  801335084         0.00    03/01/1999   02/01/2014    176.00   07/01/99     69.9     11.300         242.66
  801337569         0.00    01/28/1999   12/28/2018    234.90   05/28/99     76.3     12.050         307.07
  801338047         0.00    03/17/1999   02/17/2014    176.58   06/17/99     79.7     13.500         573.86
  801340415         0.00    01/02/1999   12/02/2018    234.05   06/02/99     80.0     10.625       1,369.24


ALLIANCE FUNDING                                            Sale Schedule - Group 1
A division of Superior Bank FSB         1999-2 Initial Pool of Fixed Rate Mortgages - Settlement 6/24/99             Page -6 6/30/99

                                                                                                           Principal   Cut-off Date
                                                                                                     Zip   Balance at    Principal
Pool ID   Inv   Account      Name                     Address                      City       State Code  Origination     Balance
------------------------------------------------------------------------------------------------------------------------------------

  242-01  915   801340639 THOMAS MILTON            93 39 210TH STREET           QUEENS VILL     NY  11428    20,000.00     19,623.94
  242-01  915   801341215 HAM MARY M               314 PEACH AVE                TIMMONSVILL     SC  29161    34,400.00     34,296.61
  242-01  915   801342205 MISANTONIS KOSTANTINO I  23 WASHBURN LANE             STONY POINT     NY  10980   160,000.00    156,894.14
  242-01  915   801342734 ANDERSON SUSAN W         4191 FIRESIDE CR             CLAY            NY  13090    78,000.00     77,966.36
  242-01  915   801343211 KEAVENEY LINDA           248 54 54TH AVENUE           DOUGLASTON      NY  11362    22,700.00     22,477.03
  242-01  915   801344979 LITTMAN ALEX             19-25 HOWARD ST              ROXBURY         MA  12119   390,000.00    389,269.79
  242-01  915   801352089 MCCALLUM JOHN            134 CLAREMONT AVENUE         BUFFALO         NY  14222    71,400.00     71,344.99
  242-01  915   801352758 MCGINNIS JOHN A          9 VERNON ROAD                HAVERTOWN       PA  19083    48,000.00     47,990.53
  242-01  915   801353988 KELLER JOHN              1389 HWY 61                  LAKE CORMOR     MS  38641   180,000.00    179,027.01
  242-01  915   801354671 MARANO ALPHONSE          700 GOVERNORS DR UNIT 31     WINTHROP        MA  02152    59,200.00     59,049.00
  242-01  915   801355090 ROCHE NANCY              3830 GREEN ACRES ROAD        PHILADELPHI     PA  19154    72,750.00     72,624.20
  242-01  915   801355298 ANASTASIO F ANTHONY      97 TOMPKINS CIRCLE           STATEN ISLA     NY  10301   135,000.00    134,300.15
  242-01  915   801355801 MORRIS LEE C             3851 SANFORD ROAD            ROOTSTOWN       OH  44272   170,000.00    169,041.16
  242-01  915   801360041 HARRISON NORMAN          3108 NORMANDY DRIVE          PORT CHARLO     FL  33952    38,400.00     38,076.03
  242-01  915   801360066 COLEMAN-BARN DENISE A    3693 E 142 ND ST             CLEVELAND       OH  44128    54,400.00     53,095.18
  242-01  915   801365719 NAVARRO JAIME            11501 FALLINGSTAR COURT      RANCHO CUCA     CA  91701    19,000.00     18,842.85
  242-01  915   801366360 WHITE LARRY K            650 WEST PLEASANT STREET     COALINGA        CA  93210    79,000.00     78,245.37
  242-01  915   801367624 BRADLEY LINDA            205 CRANFORD ROAD            CHERRY HILL     NJ  08003    25,000.00     24,432.91
  242-01  915   801369836 AMENDOLIA SALVATORE      53 BEVERLY ROAD              GREAT NECK      NY  11021    91,999.00     91,999.00
  242-01  915   801371345 SANKAR WILFRED           111 12 INWOOD STREET         JAMAICA         NY  11435   105,000.00    104,968.59
  242-01  915   801371527 EAVES DORCAS M           15 SONGSPARROW               IRVINE          CA  92604    63,700.00     63,344.86
  242-01  915   801373622 MEDINA LUZ               111-50 CORONA AVE            CORONA          NY  11368   274,500.00    274,392.48
  242-01  915   801373937 BRYAN BETTYE O           543 A HALSEY STREET          BROOKLYN        NY  11233    34,000.00     33,903.68
  242-01  915   801375700 KORNISH KIRK             2039 MARGARET AVENUE         SCRANTON        PA  18508    21,250.00     21,051.58
  242-01  915   801378399 ROMANELLO JOSEPH         135 WILLETT AVENUE           PORT CHESTE     NY  10573   250,000.00    249,933.09
  242-01  915   801379033 STAFFORD TONY L          6100 SE 89TH STREET          OKLAHOMA CI     OK  73135   148,000.00    147,951.18
  242-01  915   801379090 CLUTE JANE E             10367 SANDY HILL ROAD        DANSVILLE       NY  14437    34,680.00     34,384.15
  242-01  915   801379868 PAVA VICTORIA D          2933 SAINT DENIS DRIVE       SAN RAMON       CA  94583    30,000.00     29,755.00
  242-01  915   801380817 GENTRY PATRICIA G        328 NORTH WINDSOR ROAD       WINDSOR         SC  29856    62,400.00     62,246.69
  242-01  915   801381732 DICKERMAN STEPHEN CURTIS 4530 MORNING MIST DRIVE      COLORADO SP     CO  80916    30,583.00     30,583.00
  242-01  915   801384470 SHAW HARRISON            429 431 N CENTRAL PK         CHICAGO         IL  60624   127,400.00    126,872.72
  242-01  915   801385154 HAMBY JAMES F            4577 HWY 109                 PROVIDENCE      KY  42450    12,000.00     11,833.56
  242-01  915   801386350 TAGHAP EDITH             253 BARTHOLDI AVENUE         JERSEY CITY     NJ  07305    30,000.00     29,883.75
  242-01  915   801386780 CIFONI DANIEL            145 HANDS MILL AVENUE        DENNIS          NJ  08270    25,000.00     24,967.48
  242-01  915   801386913 ENGH ROHN                1910 35TH AVENUE             OSCEOLA         WI  54020    25,050.00     25,009.02
  242-01  915   801390659 PREWITT JOHN E           1530 THORNTON DRIVE          ELGIN           SC  29045    32,250.00     31,691.02
  242-01  915   801391087 HOLLAND JOHN W           400 TOY TOWN ROAD            AMHERST         VA  24521    35,625.00     35,255.20
  242-01  915   801391145 CLUKEY ELAINE            153 SNOW ROAD                DURHAM          ME  04222    36,800.00     36,778.80
  242-01  915   801391558 SUTTON JAMES             62A ANGEL DRIVE              WATERBURY       CT  06701    11,000.00     10,896.64
  242-01  915   801391624 SUTTON JAMES             55-D ANGEL DRIVE             WATERBURY       CT  06701    10,500.00     10,463.73
  242-01  915   801391988 ZEOLI ANGELO             24 WOODLAND COURT            WAPPINGERS      NY  12590    82,400.00     82,233.01
  242-01  915   801392192 BRUSSEAU BARBARA A       78 BELLEVUE DRIVE            COVENTRY        CT  06238    55,250.00     55,210.30
  242-01  915   801392408 MCGOEY KEVIN             30 PONQUOGUE AVENUE          HAMPTON BAY     NY  11946    18,000.00     18,000.00
  242-01  915   801392846 MOSELEY JEAN S           627 HARVEY STREET            KINSTON         NC  28501    15,000.00     14,963.75
  242-01  915   801393364 OCHSNER KENNETH          1710 ROUTE 11A               TULLY           NY  13159    49,600.00     49,600.00
  242-01  915   801393471 PRICE ROBERT G           709 CRANE STREET             SCHNECTADY      NY  12008   212,500.00    212,500.00
  242-01  915   801394156 REPH CLIFFORD A          418 NORTH SIXTH STREET       ALLENTOWN       PA  18102    75,000.00     74,715.15
  242-01  915   801394545 HICKS JAMES              17 INTERPARK                 BUFFALO         NY  14211    27,200.00     27,200.00
  242-01  915   801396060 HALL WILLIAM             205 MESSER AVENUE            CHEEKTOWAGA     NY  14043   104,500.00    104,362.76
  242-01  915   801396128 CHOE BONG                472 TEANECK ROAD             TEANECK         NJ  07666   144,000.00    143,841.47
  242-01  915   801396136 RHODES BRUCE L           4944 ASPEN STREET            PHILADELPHI     PA  19139    28,000.00     27,983.75
  242-01  915   801399528 BASDEKAS KAREN B         208 HARRIS ROAD NO GA 6      BEDFORD HIL     NY  10507   120,000.00    119,011.52
  242-01  915   801400318 WILLIS EMERSON C         5126 LOCUST STREET           PHILADELPHI     PA  19139    44,000.00     43,869.95
  242-01  915   801400532 CORIC JAMES              5735 HIGH STREET             HAMBURG         NY  14075    38,000.00     37,936.90
  242-01  915   801402058 SCHWERDTLE JOHN II       61 HOLLY HILL LANE           SOUTHBURY       CT  06488    25,000.00     24,968.45
  242-01  915   801402645 MARINO WILLIAM F         6 6TH AVENUE                 FARMINGDALE     NY  11735    34,300.00     33,921.08
  242-01  915   801403080 BARE CHERIE LYNN         913 STAPLES ST               KALAMAZOO       MI  49007    24,000.00     24,000.00
  242-01  915   801403965 STEFANELLI ROBERT D      24 HUNTERDON ROAD            WEST ORANGE     NJ  07052    24,700.00     24,599.80
  242-01  915   801404781 JACOBS DANIEL R          13740 DOLOMITE ST NW         RAMSEY          MN  55303    28,500.00     28,417.29
  242-01  915   801408790 BEITER RONALD J          127 LAKEVIEW DRIVE           NORTHVILLE      NY  12134    97,500.00     97,500.00
  242-01  915   801411133 NIKNAM AMENAH FARAH      13 ORCHARD COURT             ROSLYN HEIG     NY  11577    24,850.00     24,662.93

             Cut-off Date     First                                       Original   Current     Scheduled
              Companion      Payment      Maturity      Rem       Date       LTV     Mortgage     Payment
  Account     Loan Bal.       Date          Date       Term       Due       Ratio      Rate     Int & Prin
------------------------------------------------------------------------------------------------------------

  801340639         0.00    03/10/1999   02/10/2019    236.35   06/10/99     89.4     12.050         220.91
  801341215         0.00    02/25/1999   01/25/2019    235.82   06/25/99     80.0     14.200         432.78
  801342205         0.00    03/01/1999   02/01/2014    176.00   08/01/99     80.0     13.100       1,782.43
  801342734         0.00    05/01/1999   04/01/2029    358.00   07/01/99     72.2     12.700         844.58
  801343211         0.00    01/07/1999   12/07/2013    174.21   06/07/99     70.7     12.750         283.49
  801344979         0.00    05/01/1999   04/01/2014    178.00   06/01/99     48.7     12.700       4,857.71
  801352089         0.00    04/01/1999   03/01/2029    357.00   07/01/99     85.0     12.850         781.46
  801352758         0.00    02/01/1999   01/01/2014    175.00   06/01/99     80.0     13.650         555.47
  801353988         0.00    02/01/1999   01/01/2029    355.00   07/01/99     80.0     10.700       1,673.51
  801354671         0.00    01/08/1999   12/08/2013    174.25   06/08/99     80.0     10.800         554.85
  801355090         0.00    01/07/1999   12/07/2013    174.21   06/07/99     75.0     10.350         657.33
  801355298         0.00    01/21/1999   12/21/2013    174.67   06/21/99     90.0     11.000       1,285.64
  801355801         0.00    02/01/1999   01/01/2014    175.00   07/01/99     76.5      9.700       1,454.32
  801360041         0.00    01/14/1999   12/14/2013    174.44   06/14/99     80.0     13.700         445.89
  801360066         0.00    01/22/1999   12/22/2028    354.71   07/22/99     80.0     12.350         574.26
  801365719         0.00    02/08/1999   01/08/2014    175.27   06/08/99     84.4     10.650         211.80
  801366360         0.00    03/01/1999   02/01/2029    356.00   06/01/99     60.7     11.100         758.31
  801367624         0.00    01/21/1999   12/21/2013    174.67   06/21/99     72.9     12.990         316.15
  801369836         0.00    02/01/1999   01/01/2014    175.00   06/01/99     82.6     12.200         960.51
  801371345         0.00    01/11/1999   12/11/2013    174.35   06/11/99     70.0     11.800       1,063.91
  801371527         0.00    04/01/1999   03/01/2019    237.00   07/01/99     83.0     11.500         679.32
  801373622         0.00    05/06/1999   04/06/2024    298.16   06/06/99     90.0     11.550       2,800.25
  801373937         0.00    04/02/1999   03/02/2019    237.01   07/02/99     85.0     12.850         394.71
  801375700         0.00    02/06/1999   01/06/2014    175.20   06/06/99     85.0     11.400         246.90
  801378399         0.00    05/01/1999   04/01/2029    358.00   06/01/99     73.5     12.300       2,629.41
  801379033         0.00    05/01/1999   04/01/2014    178.00   06/01/99     80.0      8.900       1,492.32
  801379090         0.00    02/04/1999   01/04/2014    175.13   06/04/99     85.0     11.650         408.45
  801379868         0.00    03/01/1999   02/01/2014    176.00   06/01/99     70.1      9.400         311.46
  801380817         0.00    02/01/1999   01/01/2029    355.00   07/01/99     80.0     12.100         646.66
  801381732         0.00    05/01/1999   04/01/2014    178.00   06/01/99     84.9     13.500         350.30
  801384470         0.00    05/01/1999   04/01/2014    178.00   07/01/99     65.0     11.700       1,504.51
  801385154         0.00    04/24/1999   03/24/2014    177.73   06/24/99     80.0     11.250         138.28
  801386350         0.00    02/15/1999   01/15/2014    175.50   05/15/99     65.1     11.150         343.81
  801386780         0.00    04/19/1999   03/19/2014    177.57   06/19/99     72.2     13.900         294.24
  801386913         0.00    04/15/1999   03/15/2014    177.44   06/15/99     76.3     10.250         224.47
  801390659         0.00    03/26/1999   02/26/2014    176.88   06/26/99     75.0     11.850         383.95
  801391087         0.00    04/19/1999   03/19/2009    117.57   06/19/99     75.0      9.900         468.82
  801391145         0.00    05/09/1999   04/09/2019    238.26   06/09/99     83.2     13.750         450.95
  801391558         0.00    02/22/1999   01/22/2014    175.73   06/22/99     73.3     11.500         128.50
  801391624         0.00    03/05/1999   02/05/2014    176.19   06/05/99     36.2     11.500         122.66
  801391988         0.00    01/18/1999   12/18/2013    174.58   06/18/99     79.6     10.550         756.83
  801392192         0.00    02/01/1999   01/01/2014    175.00   06/01/99     85.0     10.300         497.15
  801392408         0.00    04/22/1999   03/22/2019    237.67   05/22/99     48.3     11.600         193.20
  801392846         0.00    03/02/1999   02/02/2029    356.09   07/02/99     62.5     11.850         152.56
  801393364         0.00    05/01/1999   04/01/2014    178.00   06/01/99     69.7     11.250         571.56
  801393471         0.00    06/01/1999   05/01/2029    359.00   06/01/99     69.2     12.500       2,267.92
  801394156         0.00    01/07/1999   12/07/2028    354.21   06/07/99     75.0     11.950         768.57
  801394545         0.00    05/01/1999   04/01/2029    358.00   06/01/99     85.0     13.200         305.14
  801396060         0.00    04/01/1999   03/01/2029    357.00   06/01/99     75.1     13.200       1,172.34
  801396128         0.00    03/26/1999   02/26/2014    176.88   06/26/99     80.0     13.350       1,632.41
  801396136         0.00    02/01/1999   01/01/2029    355.00   06/01/99     70.0     12.150         291.25
  801399528         0.00    03/01/1999   02/01/2019    236.00   07/01/99     75.0      8.400       1,033.81
  801400318         0.00    02/13/1999   01/13/2019    235.43   06/13/99     80.0     10.150         428.99
  801400532         0.00    04/01/1999   03/01/2014    177.00   06/01/99     82.3     11.250         437.89
  801402058         0.00    02/08/1999   01/08/2014    175.27   06/08/99     88.9     12.050         258.12
  801402645         0.00    02/01/1999   01/01/2014    175.00   06/01/99     84.9     10.400         377.03
  801403080         0.00    04/02/1999   03/02/2029    357.01   06/02/99     80.0     11.350         234.93
  801403965         0.00    02/04/1999   01/04/2014    175.13   06/04/99     80.9     14.500         337.28
  801404781         0.00    04/01/1999   03/01/2019    237.00   07/01/99     90.0     11.800         309.85
  801408790         0.00    04/01/1999   03/01/2029    357.00   06/01/99     79.9     14.200       1,170.70
  801411133         0.00    01/10/1999   12/10/2018    234.31   06/10/99     74.9     12.250         277.96


ALLIANCE FUNDING                                            Sale Schedule - Group 1
A division of Superior Bank FSB         1999-2 Initial Pool of Fixed Rate Mortgages - Settlement 6/24/99             Page -5 6/30/99

                                                                                                           Principal   Cut-off Date
                                                                                                     Zip   Balance at    Principal
Pool ID   Inv   Account      Name                     Address                      City       State Code  Origination     Balance
------------------------------------------------------------------------------------------------------------------------------------

  242-01  915   801411554 BASHFORD WAYNE           102 MILFORD AVENUE           NEWARK          NJ  07104    60,783.00     60,766.18
  242-01  915   801411596 FELTON MICHAEL           116 18 INWOOD STREET         SO OZONE PA     NY  11436   113,900.00    113,550.94
  242-01  915   801411935 DUDZIAK WALTER J         82 SPANN STREET              BUFFALO         NY  14206    35,000.00     34,576.93
  242-01  915   801412438 QUINN DONALD F           418 MCCOOL AVE               EAST SYRACU     NY  13057    44,800.00     44,658.56
  242-01  915   801412628 COLLINS CRAIG S          407 DENSMORE ROAD            PHILADELPHI     PA  19116    71,500.00     70,680.61
  242-01  915   801412818 SANCHEZ MAGDALENO        717-723 N PINE STREET        ROLLA           MO  65401   120,000.00    119,719.63
  242-01  915   801413469 CUNNINGHAM RUTH          32 HAWKINS AVE               MEDFORD         NY  11763    76,800.00     76,800.00
  242-01  915   801413642 CHUNG KI TAEK            111 BROAD AVENUE             LEONIA          NJ  07605   214,000.00    213,952.16
  242-01  915   801414103 OSTOVAR MOHAMMAD         21324 VELICATA STREET        LOS ANGELES     CA  91364    30,000.00     29,983.98
  242-01  915   801416223 ARCAMONE ANTOINETTE      223 DONGAN HILLS AVENUE      STATEN ISLA     NY  10305   114,300.00    114,097.85
  242-01  915   801416355 TUCKER ADRIEN B III      35 OLD BRIDGE ROAD           BROOKFIELD      CT  06804    65,000.00     65,000.00
  242-01  915   801418104 HARRINGTON PETER         2840 REGENT DRIVE            DELTONA         FL  32738   109,000.00    108,573.20
  242-01  915   801421884 JANIS ROGER              43 FOWLER STREET             PORT JARVIS     NY  12771    23,100.00     22,914.22
  242-01  915   801423252 MAYES LISA J             311 TERRACE DRIVE            FAYETTEVILL     PA  17222    36,300.00     36,150.59
  242-01  915   801425018 SCARLATO LINDA M         37 SOUTH COOLIDGE AVENUE     AMITYVILLE      NY  11701    40,000.00     39,939.49
  242-01  915   801425646 RESHARD JAMES            155 159 NASSAU ROAD          ROOSEVELT       NY  11595   140,000.00    140,000.00
  242-01  915   801426628 OSWALD JOHN J            8549 BRIDGEPORT-KIRKVILLE    SULLIVAN        NY  13082    76,500.00     76,500.00
  242-01  915   801427857 STILLION TIM             9503 E NORTH SHORE DR        UNIONVILLE      IN  47628    30,000.00     29,800.70
  242-01  915   801429614 COVER AUDREY             645 WARWICK STREET           BROOKLYN        NY  11207   127,000.00    126,891.91
  242-01  915   801430034 JENKINS LARRY A          3063 LOWER MAPLE AVENUE      ASHLAND         NY  14904    20,400.00     20,351.02
  242-01  915   801430158 SMILEY BARBARA           6132 WEST 82ND STREET        LOS ANGELES     CA  90045    30,000.00     29,959.84
  242-01  915   801431297 DEWEY DARCY M            238 DELAWARE AVENUE          ALBANY          NY  12209    96,300.00     95,989.27
  242-01  915   801431420 KRANACHER PETER          62-47 60TH ROAD              MASPETH         NY  11378    32,250.00     31,664.91
  242-01  915   801432337 MILLS CLINTON JR         RT 2 BOX 14 H                ENFIELD         NC  27823    77,350.00     77,349.61
  242-01  915   801432485 CAMPBELL RODNEY W        1355 ASH CT                  MARTINSVILL     IN  46151    82,400.00     82,400.00
  242-01  915   801434390 GORDER RICHARD W         7902 146TH AVENUE E          PUYALLUP        WA  98372    65,000.00     65,000.00
  242-01  915   801434986 BOLINGER RICHARD         23863 GLENHILL ROAD          BEACHWOOD       OH  44122   128,250.00    128,087.28
  242-01  915   801435132 MARTIN BLAKE ANTHONY     RTE 2 BOX 442                TROUP           TX  75789    49,600.00     49,559.80
  242-01  915   801435728 RILEY EDWARD T           59519 65TH STREET            HARTFORD        MI  49057    64,000.00     64,000.00
  242-01  915   801436478 FIELDS REBECCA           151 MOUNTAIN VIEW DRIVE      GRAY COURT      SC  29645    72,000.00     71,835.27
  242-01  915   801437575 MAKSUMOV NERYE           33 PAERDEGAT 8TH STREET      BROOKLYN        NY  11236   225,250.00    224,433.90
  242-01  915   801437658 NGUYEN CHAU              6020 THEODORE STREET         PHILADELPHI     PA  19142    30,375.00     30,057.18
  242-01  915   801437807 CASCELLA ANTHONY         10 DIFAZIO DRIVE             JOHNSTON        RI  02919    15,000.00     14,698.60
  242-01  915   801439084 WELCH JOE                10461 MILLER CIRCLE          YOUNGSTOWN      FL  32466    45,000.00     44,554.44
  242-01  915   801442419 QUINN MELIDA E           254 MACDOUGAL STREET         BROOKLYN        NY  11233   100,000.00    100,000.00
  242-01  915   801444068 HUNT JACK T JR           5255 MILLBRANCH RD           MEMPHIS         TN  38116    94,500.00     94,500.00
  242-01  915   801444399 BOURNE JOHN              4369 BARTELL LANDING ROAD    JOHNSONVILL     SC  29555    64,000.00     64,000.00
  242-01  915   801447012 RHODES BRENT D           305 JB FULMER COURT          NEWBERRY        SC  29108    26,350.00     26,345.28
  242-01  915   801447400 DUNCAN STEVEN            172 DICKSON COVE ROAD        CAMPOBELLO      SC  29322    47,600.00     47,508.94
  242-01  915   801447608 SALMAN GABRIELLE         1031 KING STREET             CHAPPAQUA       NY  10514    95,000.00     94,710.51
  242-01  915   801447715 CATON KEITH A            9 WEEPING WILLOW DRIVE       ROCHESTER       NH  03867    91,800.00     91,631.21
  242-01  915   801449521 EVANS MICHAEL J          1123 CARLLS STRAIGHT PATH    DIX HILLS       NY  11746    33,000.00     33,000.00
  242-01  915   801450560 GRGAS JOSIP              25 59 49TH STREET            ASTORIA         NY  11103   116,000.00    115,597.32
  242-01  915   801452244 JONES DONALD             14219 WILFRED                DETROIT         MI  48213    30,400.00     30,317.81
  242-01  915   801452624 STOCKS THOMAS E          2070 OLD RIVER ROAD          GREENVILLE      NC  27834    42,500.00     42,107.28
  242-01  915   801452673 KLOES DONALD P           121 MARC LANE                LIBERTY         SC  29657    35,000.00     34,770.78
  242-01  915   801454182 LETIZIA JODI M           215 WEST WILDEY STREET       PHILADELPHI     PA  19123    44,000.00     43,125.82
  242-01  915   801455338 ROJAS EDWIN              23 FRANK STREET              BRENTWOOD       NY  11717    32,500.00     32,216.39
  242-01  915   801455544 TUGGLE ANTONIO           1167 LINCOLN                 TOLEDO          OH  43607    41,250.00     41,250.00
  242-01  915   801456187 DAVIS WILLIAM T          907 WINSAP COURT             BALTIMORE       MD  21227    59,900.00     59,867.26
  242-01  915   801456286 STEELE JOYCE             RT 1 BOX 143                 WARD            SC  29166    55,200.00     55,119.43
  242-01  915   801457219 GALATIS JOHN             48 TRUE STREET               REVERE          MA  02151    20,950.00     20,753.93
  242-01  915   801457664 MCCULLOCH REGINA A       228 NORWOOD AVENUE           NORTHPORT       NY  11768    75,000.00     74,360.87
  242-01  915   801458597 CARRASQUILLO JERRY       4812 NORTH FAIRHILL STREET   PHILADELPHI     PA  19120    27,200.00     27,162.44
  242-01  915   801459074 WILKERSON JOSEPH L       809 OSBORN RD                FARMVILLE       VA  23901    28,000.00     28,000.00
  242-01  915   801459124 WILKERSON JOSEPH L       220 HYLAWN AVENUE            FARMVILLE       VA  23901    36,000.00     36,000.00
  242-01  915   801459199 WILKERSON JOSEPH L       RT 630 RT 5 BOX 1185B        FARMVILLE       VA  23901    52,000.00     52,000.00
  242-01  915   801459991 CORHAN BASIL             502 PROSPECT AVENUE          BROOKLYN        NY  11215   200,000.00    199,147.47
  242-01  915   801460213 STANLEY JAMES            107 POSSUM TROT LANE         DEEP RUN        NC  28525    76,500.00     76,417.28
  242-01  915   801460916 WILLIAMS JOEY M          1352 A TOWNSEND ROAD         PARKTON         NC  28371    50,915.00     50,657.32
  242-01  915   801461237 MASSUCCI REID            19 SANCHEZ AVENUE            PALM COAST      FL  32137    40,000.00     40,000.00

             Cut-off Date     First                                       Original   Current     Scheduled
              Companion      Payment      Maturity      Rem       Date       LTV     Mortgage     Payment
  Account     Loan Bal.       Date          Date       Term       Due       Ratio      Rate     Int & Prin
------------------------------------------------------------------------------------------------------------

  801411554         0.00    02/16/1999   01/16/2014    175.53   05/16/99     84.9     12.150         632.25
  801411596         0.00    02/20/1999   01/20/2014    175.66   06/20/99     85.0     10.300       1,024.90
  801411935         0.00    04/01/1999   03/01/2014    177.00   07/01/99     52.2     11.100         400.01
  801412438         0.00    03/17/1999   02/17/2029    356.58   06/17/99     80.0     11.550         445.37
  801412628         0.00    02/01/1999   01/01/2014    175.00   07/01/99     65.0     10.550         792.58
  801412818         0.00    05/01/1999   04/01/2019    238.00   07/01/99     63.1     10.950       1,234.55
  801413469         0.00    04/02/1999   03/02/2029    357.01   06/02/99     80.8     11.550         763.48
  801413642         0.00    02/22/1999   01/22/2014    175.73   05/22/99     79.8     13.100       2,384.00
  801414103         0.00    04/01/1999   03/01/2019    237.00   06/01/99     83.1     11.500         319.93
  801416223         0.00    02/14/1999   01/14/2014    175.46   06/14/99     90.0     12.000       1,175.70
  801416355         0.00    04/12/1999   03/12/2019    237.34   05/12/99     65.9      9.400         601.65
  801418104         0.00    05/01/1999   04/01/2014    178.00   06/01/99     61.9      9.750       1,154.71
  801421884         0.00    04/15/1999   03/15/2014    177.44   06/15/99     75.0     12.500         284.71
  801423252         0.00    04/12/1999   03/12/2019    237.34   06/12/99     79.9     13.600         440.89
  801425018         0.00    04/01/1999   03/01/2029    357.00   06/01/99     34.7      9.190         327.34
  801425646         0.00    06/01/1999   05/01/2029    359.00   06/01/99     70.0     11.850       1,423.91
  801426628         0.00    05/01/1999   04/11/2029    358.00   06/11/99     85.0     11.250         743.01
  801427857         0.00    03/24/1999   02/24/2014    176.81   06/24/99     75.0     10.250         326.99
  801429614         0.00    03/18/1999   02/18/2029    356.61   06/18/99     76.9      9.650       1,081.81
  801430034         0.00    05/01/1999   04/01/2014    178.00   06/01/99     80.0     12.450         250.77
  801430158         0.00    04/01/1999   03/01/2014    177.00   06/01/99     45.0      9.850         319.63
  801431297         0.00    02/08/1999   01/08/2024    295.27   06/08/99     85.9     11.800       1,000.05
  801431420         0.00    03/10/1999   02/10/2024    296.35   07/10/99     86.0     11.550         328.99
  801432337         0.00    03/05/1999   02/05/2029    356.19   05/05/99     84.5     12.900         849.61
  801432485         0.00    04/03/1999   03/03/2014    177.04   06/03/99     80.0     10.250         738.39
  801434390         0.00    05/01/1999   04/01/2014    178.00   06/01/99     84.9     11.500         643.69
  801434986         0.00    02/05/1999   01/05/2029    355.17   06/05/99     90.0     10.250       1,149.25
  801435132         0.00    05/01/1999   04/01/2029    358.00   07/01/99     80.0     10.150         440.78
  801435728         0.00    04/01/1999   03/01/2029    357.00   06/01/99     80.0     10.950         607.07
  801436478         0.00    02/04/1999   01/04/2029    355.13   06/04/99     75.0     11.650         721.27
  801437575         0.00    04/12/1999   03/12/2014    177.34   06/12/99     85.0     11.600       2,247.83
  801437658         0.00    04/16/1999   03/16/2019    237.47   06/16/99     75.0     10.950         312.49
  801437807         0.00    02/25/1999   01/25/2009    115.82   06/25/99     69.3     10.350         201.15
  801439084         0.00    03/08/1999   02/08/2014    176.28   06/08/99     69.2      8.750         449.75
  801442419         0.00    04/01/1999   03/01/2014    177.00   06/01/99     64.9     14.990       1,263.64
  801444068         0.00    04/02/1999   03/02/2029    357.01   05/02/99     85.9     11.250         917.84
  801444399         0.00    03/05/1999   02/05/2014    176.19   06/05/99     80.0     12.400         678.08
  801447012         0.00    04/01/1999   03/01/2014    177.00   06/01/99     85.0     11.400         306.14
  801447400         0.00    03/12/1999   02/12/2019    236.42   06/12/99     83.5     11.850         519.15
  801447608         0.00    02/05/1999   01/05/2014    175.17   06/05/99     88.2     10.500         869.00
  801447715         0.00    03/15/1999   02/15/2014    176.52   06/15/99     85.0     10.400         832.88
  801449521         0.00    04/01/1999   03/01/2019    237.00   06/01/99     63.1     13.990         410.12
  801450560         0.00    02/06/1999   01/06/2014    175.20   07/06/99     64.4     10.400       1,052.43
  801452244         0.00    04/16/1999   03/16/2029    357.47   06/16/99     69.8     11.850         309.19
  801452624         0.00    03/12/1999   02/12/2014    176.42   06/12/99     69.6     10.930         481.19
  801452673         0.00    03/03/1999   02/03/2014    176.12   06/03/99     77.7     10.750         392.33
  801454182         0.00    02/12/1999   01/12/2014    175.40   07/12/99     80.0     13.000         556.71
  801455338         0.00    03/03/1999   02/03/2014    176.12   06/03/99     89.9     11.350         376.57
  801455544         0.00    04/11/1999   03/11/2014    177.30   06/11/99     75.0     11.900         421.14
  801456187         0.00    02/08/1999   01/08/2014    175.27   05/08/99     79.9     13.750         697.90
  801456286         0.00    03/03/1999   02/03/2014    176.12   06/03/99     80.0     13.300         623.59
  801457219         0.00    03/26/1999   02/26/2014    176.88   06/26/99     83.6     11.150         240.09
  801457664         0.00    03/03/1999   02/03/2014    176.12   06/03/99     69.5     10.050         660.95
  801458597         0.00    04/05/1999   03/05/2014    177.11   06/05/99     75.5      9.500         228.71
  801459074         0.00    04/08/1999   03/08/2014    177.21   06/08/99     80.0     10.400         254.04
  801459124         0.00    04/08/1999   03/08/2014    177.21   06/08/99     80.0     10.400         326.62
  801459199         0.00    04/08/1999   03/08/2014    177.21   06/08/99     80.0     10.400         471.78
  801459991         0.00    04/12/1999   03/12/2029    357.34   06/12/99     54.6     10.900       1,889.55
  801460213         0.00    03/26/1999   02/26/2029    356.88   05/26/99     83.1     11.950         783.95
  801460916         0.00    05/01/1999   04/01/2014    178.00   07/01/99     85.0     11.000         484.88
  801461237         0.00    03/24/1999   02/24/2014    176.81   05/24/99     80.0     13.950         472.37


ALLIANCE FUNDING                                            Sale Schedule - Group 1
A division of Superior Bank FSB         1999-2 Initial Pool of Fixed Rate Mortgages - Settlement 6/24/99             Page -4 6/30/99

                                                                                                           Principal   Cut-off Date
                                                                                                     Zip   Balance at    Principal
Pool ID   Inv   Account      Name                     Address                      City       State Code  Origination     Balance
------------------------------------------------------------------------------------------------------------------------------------

  242-01  915   801461252 LOCKHART CLARENCE J      10810 BADGER DRIVE           GAITHERSBUR     MD  20879    20,600.00     20,600.00
  242-01  915   801461724 APICHARTWOOT WANNA       21730 MERRIDY STREET         CHATSWORTH      CA  91311    49,500.00     48,568.89
  242-01  915   801462615 HINZMAN MARTHA E         473 LANGLEY ROAD             ORANGEBURG      SC  29115    30,800.00     30,676.15
  242-01  915   801462904 KUHN LYNN                3475 CR 840                  MANILA          IN  46150    33,000.00     33,000.00
  242-01  915   801463159 TAYLOR GLENN R           4939 BARFIELD ROAD           MEMPHIS         TN  38117    46,000.00     45,859.05
  242-01  915   801463340 KOLBER JAMES             2107 PLYMOUTH DR             UNIONTOWN       OH  44685    87,100.00     87,000.31
  242-01  915   801463977 BROWN GERALDINE          69 PEACH STREET              TINTON FALL     NJ  07724    84,000.00     83,810.13
  242-01  915   801465378 TEDDER LEO               130 LUMBER ROAD              SOCIETY HIL     SC  29593    24,500.00     24,500.00
  242-01  915   801466210 HALL GEORGE              153 E 110TH ST               CHICAGO         IL  60628   114,400.00    114,374.34
  242-01  915   801466459 HEALY MICHAEL            50 KALMIA STREET             EAST NORHTP     NY  11731    25,000.00     24,650.41
  242-01  915   801466632 BUCK BOBIE L             11 PRINCE AVENUE             FREEPORT        NY  11520    88,800.00     88,411.31
  242-01  915   801467440 PINNOCK CARLA            3711 BARNES AVENUE           BRONX           NY  10467   161,500.00    161,500.00
  242-01  915   801468547 HOOPER EULA J            21 HANOVER AVE               DAYTON          OH  45427    20,000.00     19,963.21
  242-01  915   801468760 HASENBALG WAYNE W        9 WICK LANE                  RANDOLPH        NJ  07869    68,000.00     67,952.35
  242-01  915   801469628 WHITE DAVID BRETT        567 OAK STREET               STROUDSBURG     PA  18360    65,000.00     64,876.88
  242-01  915   801470840 REICH HEIDI              1241 POPLAR STREET           KULPMONT        PA  17834    31,500.00     31,232.20
  242-01  915   801472226 WALBECK JEFFREY SEAN     1533 EAST WINTER GLEN LANE   DRAPER          UT  84020    32,000.00     31,987.01
  242-01  915   801472721 SMITH ROSSINE            1570 PRESIDENT STREET        BROOKLYN        NY  11213   211,500.00    211,297.70
  242-01  915   801473083 MATTHEWS MICHAEL         576 EAST 24TH                PATERSON        NJ  07514   106,250.00    106,224.29
  242-01  915   801474974 CAVACINI JANE            330 HAMILTON AVENUE          HARLEYSVILL     PA  19438    80,000.00     79,437.42
  242-01  915   801475666 BUSANO SIMON             956 PARK PLACE               BROOKLYN        NY  11213   189,200.00    189,136.12
  242-01  915   801476060 ALLEN THERESA L          1849 EAST 5775 SOUTH         SOUTH OGDEN     UT  84403    19,045.00     18,783.84
  242-01  915   801477142 CAMPBELL WILLIAM F       1223 42ND STREET SE #31      WASHINGTON      DC  20020    66,500.00     65,989.21
  242-01  915   801477407 SCHONE STEVEN R          1268 EAST 10 SOUTH           LINDON          UT  84042    17,000.00     16,928.64
  242-01  915   801478041 COYNE MICHAEL J          150 PLEASANT ST              CANANDAIGUA     NY  14424    43,000.00     42,962.94
  242-01  915   801478397 TORONTO WESLEY           8313 SOUTH 700 EAST          SANDY           UT  84070    34,421.00     34,421.00
  242-01  915   801479528 DIONIS MARK A            66 LAMPLIGHTER DRIVE         SHREWSBURY      MA  01545   168,000.00    168,000.00
  242-01  915   801480575 FRASIER JOSEPH BRENNAN   37645 HENDLEY AVENUE         DADE CITY       FL  33525    31,500.00     31,500.00
  242-01  915   801480682 VAMPLE JAMES G           206 OBIE DRIVE               DURHAM          NC  27713   116,250.00    116,250.00
  242-01  915   801480765 FULLARD EDWARD A         783 HERBERT ROAD             WILLIAMSTOW     VT  05679    59,500.00     59,500.00
  242-01  915   801480849 REYNOLDS PATRICK         13410 12 HARTFORD RD         EAST CLEVEL     OH  44112    49,500.00     49,476.56
  242-01  915   801480898 REYNOLDS PATRICK         1827 HAYDEN AVE              EAST CLEVEL     OH  44112    48,750.00     48,725.38
  242-01  915   801481565 OUELLETTE PHILIP J       68 STRATTON ROAD             JAFFREY         NH  03452    68,841.00     68,841.00
  242-01  915   801482050 IAFALLO LAURA J          242 VICTORY AVE              LACKAWANNA      NY  14218    49,500.00     49,062.85
  242-01  915   801482571 SCHROEN JOHN W           4046 EAST PINCHOT AVENUE     PHOENIX         AZ  85018    18,800.00     18,800.00
  242-01  915   801482829 HYNES THOMAS             242 HIGH STREET              NUTLEY          NJ  07110    30,500.00     30,470.19
  242-01  915   801483371 CHARAN SHARMILA          89 36 88TH STREET            WOODHAVEN       NY  11421    18,375.00     18,375.00
  242-01  915   801484114 COOK ANDRE               47 FULTON STREET             WEST BABYLO     NY  11704    89,600.00     89,436.70
  242-01  915   801484155 MARSHALL WAYNE           680 MEADOWFIELD ROAD         GASTON          SC  29053    68,250.00     68,053.07
  242-01  915   801484692 MCMASTERS BARRY L        215 HOMESTEAD AVENUE         SCOTTDALE       PA  15683    28,260.00     28,093.14
  242-01  915   801485988 PEASTER HEIDI T          254 CONCORD ROAD             SMYRNA          GA  30082    33,790.00     33,544.36
  242-01  915   801486523 FEDRICK DEBORAH M        405 BROADBRIDGE AVENUE       BRIDGEPORT      CT  06610    92,000.00     91,942.60
  242-01  915   801486838 WARREN THOMAS            118 GROVE STREET             HEMPSTEAD       NY  11550    17,500.00     17,306.67
  242-01  915   801486846 SMELSON MARILYN          52 GRANT STREET              EAST NORTHP     NY  11731    25,000.00     24,923.12
  242-01  915   801487562 MORRISON SCOTT A         827 MAIN STREET              BROCKTON        MA  02301    85,000.00     84,703.70
  242-01  915   801488131 RIANCHOS BERNARDINO      103 WISNER AVENUE            NEWBURGH        NY  12550    36,000.00     36,000.00
  242-01  915   801488222 BATISTA JULIO E          1355 ROSEDALE AVENUE         BRONX           NY  10472    25,000.00     25,000.00
  242-01  915   801488602 CHRISTY DORIS L          328 HUGHES AVENUE            SELLERSVILL     PA  18960    86,700.00     86,364.86
  242-01  915   801489378 ARMSTRONG SUSAN T        85 THOMAS ARNOLD ROAD        ZEBULON         NC  27597    66,500.00     66,500.00
  242-01  915   801489717 MONICAL ALICIA G         502 EAST WASHINGTON STREET   TOLONO          IL  61880    11,300.00     11,197.58
  242-01  915   801490038 BUCHANAN KEITH H         2731 HIGH AVENUE             BENSALEM        PA  19020    17,400.00     17,360.06
  242-01  915   801490582 FIORETTI HELIOS R        1192 MARGARET COURT          UPLAND          CA  91786    22,000.00     21,936.13
  242-01  915   801490715 DEJESUS JOSE             133 BAILEY ST                LAWRENCE        MA  01841    34,800.00     34,514.51
  242-01  915   801490863 ARNOLD JAMES EDWIN       104 WOMRATH COURT            NORTH AUGUS     SC  29841    75,000.00     74,725.79
  242-01  915   801490905 YONCE CHRISTOPHE         589 WINTER PLACE DRIVE       TRENTON         SC  29045    36,800.00     36,743.91
  242-01  915   801491341 CANGELOSE SUE ANN        111 S HERMAN RD              SUTTONS BAY     MI  49682    98,600.00     97,697.96
  242-01  915   801491895 BRANSCUM JAMES D         3501 JANET LANE              HARRAH          OK  73045    90,950.00     90,671.79
  242-01  915   801492000 COLON LUZ O              441 WALNUT AVENUE            ROXBURY         MA  02119    80,000.00     80,000.00
  242-01  915   801492331 CASTALDO SHELLY M        337 QUERY STREET             NEW BEDFORD     MA  02745    22,360.00     22,253.36
  242-01  915   801492919 KNIGHT LOU ANNE          3061 PINEPOINT DRIVE         YORK            SC  29745    64,200.00     64,036.72
  242-01  915   801493412 ZOLETA AGRIPINA          73 NORWOOD AVENUE            BROOKLYN        NY  11208   123,000.00    120,779.07

             Cut-off Date     First                                       Original   Current     Scheduled
              Companion      Payment      Maturity      Rem       Date       LTV     Mortgage     Payment
  Account     Loan Bal.       Date          Date       Term       Due       Ratio      Rate     Int & Prin
------------------------------------------------------------------------------------------------------------

  801461252         0.00    03/05/1999   02/05/2014    176.19   05/05/99     75.6     13.590         268.69
  801461724         0.00    04/01/1999   03/01/2014    177.00   08/01/99     90.0     11.750         499.66
  801462615         0.00    04/16/1999   03/16/2024    297.47   06/16/99     80.0     12.250         330.10
  801462904         0.00    04/08/1999   03/08/2014    177.21   05/08/99     40.9     11.400         383.41
  801463159         0.00    05/27/1999   04/27/2014    178.85   06/27/99     79.5     11.750         544.70
  801463340         0.00    04/15/1999   03/15/2014    177.44   06/15/99     84.9      9.850         754.73
  801463977         0.00    04/09/1999   03/09/2029    357.24   06/09/99     80.0     11.990         863.39
  801465378         0.00    04/16/1999   03/16/2019    237.47   05/16/99     70.0     12.350         275.77
  801466210         0.00    05/01/1999   04/01/2029    358.00   06/01/99     67.2     13.050       1,269.96
  801466459         0.00    03/18/1999   02/18/2014    176.61   06/18/99     57.6     11.500         292.05
  801466632         0.00    04/22/1999   03/22/2029    357.67   06/22/99     80.0      9.950         776.00
  801467440         0.00    04/22/1999   03/22/2014    177.67   05/22/99     85.0     11.500       1,599.32
  801468547         0.00    04/15/1999   03/15/2014    177.44   06/15/99     44.4     12.000         205.72
  801468760         0.00    03/23/1999   02/23/2014    176.78   05/23/99     84.9     13.050         862.60
  801469628         0.00    04/10/1999   03/10/2029    357.27   06/10/99     54.1     10.700         604.32
  801470840         0.00    04/09/1999   03/09/2014    177.24   07/09/99     90.0      9.750         270.63
  801472226         0.00    03/01/1999   02/01/2014    176.00   06/01/99     74.5     10.400         290.33
  801472721         0.00    03/26/1999   02/26/2014    176.88   06/26/99     90.0     11.300       2,062.25
  801473083         0.00    04/08/1999   03/08/2029    357.21   06/08/99     85.0     12.750       1,154.61
  801474974         0.00    02/19/1999   01/19/2029    355.63   06/19/99     62.0     11.000         761.86
  801475666         0.00    04/01/1999   03/01/2014    177.00   06/01/99     80.0     11.250       1,837.63
  801476060         0.00    02/01/1999   01/01/2019    235.00   07/01/99     84.6     12.850         221.09
  801477142         0.00    05/01/1999   04/01/2014    178.00   07/01/99     70.0     12.100         689.15
  801477407         0.00    02/01/1999   01/01/2014    175.00   06/01/99     83.8     11.550         199.13
  801478041         0.00    04/12/1999   03/12/2014    177.34   06/12/99     66.1     11.850         437.34
  801478397         0.00    05/01/1999   04/01/2014    178.00   06/01/99     75.0     11.450         339.56
  801479528         0.00    05/23/1999   04/23/2014    178.72   05/23/99     61.3     13.790       1,962.70
  801480575         0.00    04/02/1999   03/02/2029    357.01   06/02/99     70.0     10.950         298.79
  801480682         0.00    04/22/1999   03/22/2014    177.67   05/22/99     75.0     10.100       1,028.78
  801480765         0.00    03/01/1999   02/01/2014    176.00   06/01/99     70.0     13.400         676.84
  801480849         0.00    04/10/1999   03/10/2029    357.27   06/10/99     75.0     12.350         522.54
  801480898         0.00    04/10/1999   03/10/2029    357.27   06/10/99     75.0     12.100         505.20
  801481565         0.00    04/10/1999   03/10/2014    177.27   06/10/99     80.9     13.550         791.22
  801482050         0.00    05/01/1999   04/01/2014    178.00   07/01/99     79.8     10.350         542.58
  801482571         0.00    04/01/1999   03/01/2019    237.00   06/01/99     64.8     13.590         228.20
  801482829         0.00    03/11/1999   02/11/2019    236.38   06/11/99     80.0     12.250         341.16
  801483371         0.00    06/01/1999   05/01/2019    239.00   06/01/99     89.7     12.625         210.39
  801484114         0.00    03/16/1999   02/16/2014    176.55   06/16/99     80.0     13.000         991.15
  801484155         0.00    05/13/1999   04/13/2014    178.39   06/13/99     75.0     13.100         760.32
  801484692         0.00    03/01/1999   02/01/2014    176.00   06/01/99     74.5     10.900         319.43
  801485988         0.00    04/03/1999   03/03/2019    237.04   07/03/99     85.8     12.700         388.68
  801486523         0.00    02/19/1999   01/19/2014    175.63   06/19/99     70.7     12.500         981.88
  801486838         0.00    03/03/1999   02/03/2014    176.12   07/03/99     10.9      9.650         184.33
  801486846         0.00    04/05/1999   03/05/2019    237.11   06/05/99     73.0     10.100         242.91
  801487562         0.00    05/01/1999   04/01/2014    178.00   07/01/99     68.0     13.500       1,103.57
  801488131         0.00    06/01/1999   05/01/2014    179.00   06/01/99     80.0     11.700         425.14
  801488222         0.00    05/02/1999   04/02/2014    178.03   05/02/99     65.2     10.450         275.58
  801488602         0.00    03/02/1999   02/02/2014    176.09   07/02/99     85.0     12.200         905.18
  801489378         0.00    04/16/1999   03/16/2029    357.47   06/16/99     70.0      9.900         578.68
  801489717         0.00    04/12/1999   03/12/2019    237.34   07/12/99     89.5     11.650         121.68
  801490038         0.00    04/04/1999   03/04/2014    177.07   06/04/99     84.9     13.500         225.91
  801490582         0.00    04/01/1999   03/01/2014    177.00   06/01/99     73.3     11.250         253.52
  801490715         0.00    03/16/1999   02/16/2029    356.55   07/16/99     80.0     12.800         379.52
  801490863         0.00    03/12/1999   02/12/2014    176.42   06/12/99     76.9      9.500         630.65
  801490905         0.00    03/05/1999   02/05/2014    176.19   06/05/99     80.0     14.250         443.32
  801491341         0.00    04/01/1999   03/01/2029    357.00   07/01/99     85.0     12.500       1,052.32
  801491895         0.00    05/01/1999   04/01/2019    238.00   07/01/99     84.6      8.750         803.73
  801492000         0.00    05/01/1999   04/01/2029    358.00   06/01/99     64.0      9.500         672.68
  801492331         0.00    03/23/1999   02/23/2014    176.78   06/23/99     79.9     13.150         249.98
  801492919         0.00    03/19/1999   02/19/2019    236.65   06/19/99     59.7     11.250         673.63
  801493412         0.00    03/19/1999   02/19/2014    176.65   07/19/99     64.7      9.950       1,318.01


ALLIANCE FUNDING                                            Sale Schedule - Group 1
A division of Superior Bank FSB         1999-2 Initial Pool of Fixed Rate Mortgages - Settlement 6/24/99             Page -3 6/30/99

                                                                                                           Principal   Cut-off Date
                                                                                                     Zip   Balance at    Principal
Pool ID   Inv   Account      Name                     Address                      City       State Code  Origination     Balance
------------------------------------------------------------------------------------------------------------------------------------

  242-01  915   801494162 MOORE PAULA J            443 445 FLOWER CITY PARK     ROCHESTER       NY  14615    62,400.00     62,258.66
  242-01  915   801494345 BLAIR ELLIOTT            6926 GEORGE WOOD LANE S      JACKSONVILL     FL  32244    53,600.00     53,522.29
  242-01  915   801494576 ROBINSON LEWIS           146 04 133RD AVENUE          SOUTH OZONE     NY  11436    56,700.00     56,654.07
  242-01  915   801494816 GOOD HOUSTON H           227 TREE AVENUE              CENTRAL ISL     NY  11722    61,000.00     60,746.36
  242-01  915   801495029 SIELLER JOSEPH R         311 SALISBURY ROAD           NORTH CANAA     CT  06018    65,000.00     64,800.14
  242-01  915   801496464 WILSON MARK C            3309 PRITCHETT LANE          FALLSTON        MD  21047    45,000.00     45,000.00
  242-01  915   801497355 BURNS JOHN S             110 EAST LAKE DRIVE          LEHIGH ACRE     FL  33936    16,978.00     16,754.46
  242-01  915   801497843 ARNOLD BUNKL CASSANDRA   16149 LAUDER                 DETROIT         MI  48235    57,800.00     56,938.96
  242-01  915   801497850 WHEELER NICKY            2008 GREENACRES LOOP         DILLON          SC  29536    20,250.00     20,223.27
  242-01  915   801498346 ROMERO PEDRO             11 TAYLOR AVENUE             POUGHKEEPSI     NY  12601    43,200.00     43,105.94
  242-01  915   801498825 DIAS ANTHONY D           1105 CHERRY LANE             LAKELAND        FL  33813    18,500.00     18,492.45
  242-01  915   801499005 FULTZ PATRICIA L         3303 NORTH 700 WEST          DELPHI          IN  46823    66,300.00     66,284.81
  242-01  915   801499013 WANGER MARIE M           119 SPRING RIDGE ROAD        KING OF PRU     PA  19406    35,600.00     35,415.33
  242-01  915   801500323 PALAZZOLO JOSEPH         372 WILLOW AVENUE            LONG BRANCH     NJ  07740    22,000.00     22,000.00
  242-01  915   801500604 RANKIN ROBERT            6143 11TH AVENUE SOUTH       GULFPORT        FL  33707    64,621.00     64,091.05
  242-01  915   801500711 GARTNER JAMES W          1701 NORTHEAST 1ST STREET    CAPE CORAL      FL  33909    64,000.00     63,449.27
  242-01  915   801500794 MOULTON PATRICK C        31 INDIAN DRIVE              OLD TOWNE       FL  32680    22,875.00     22,634.88
  242-01  915   801501099 HAYES JUNE W             9465 SOUTH STREATHAM ROAD    SANDY           UT  84070    98,000.00     97,950.25
  242-01  915   801501388 HONEYMAN JEFFREY         149 BROAD STREET             MATAWAN         NJ  07747    14,900.00     14,816.64
  242-01  915   801501602 OKOH NWAGWU GLORIA N     319 WEST 64TH PLACE          INGLEWOOD       CA  90302    35,500.00     35,008.29
  242-01  915   801502303 BENNETT JOHNNIE RAY      112 LYNN LANE                CLINTON         NC  28328    28,875.00     28,875.00
  242-01  915   801503517 CLARK CLIFFORD K         4 OAK STREET                 WEAVERVILLE     NC  28787    13,700.00     13,579.10
  242-01  915   801503590 COMBS CHARLES            119 EDGEWOOD DRIVE           LURAY           VA  22835    83,300.00     83,300.00
  242-01  915   801503681 CHANCEY JAMES LEWIS      2744 CHANCEY ROAD            BOWLING GRE     FL  33834    27,200.00     27,038.05
  242-01  915   801503798 WALTER BEVERLY G         716 HAMILTON ROAD            EAST GREENV     PA  18041    76,500.00     76,500.00
  242-01  915   801504176 CLARK CHANDL JACQUELINE  RD 3 BOX 293 C               FRANKFORD       DE  19945    96,900.00     96,835.50
  242-01  915   801504259 LIPKINS STANLEY          14 PHEASANT RUN              QUOGUE          NY  11959    60,000.00     59,869.63
  242-01  915   801504804 RODRIGUEZ ANA M          42 WEST STREET               NEWBURGH        NY  12550    39,000.00     38,760.15
  242-01  915   801504911 JONES JACQUELINE E       7927 CASA GRANDE PLACE       ALEXANDRIA      VA  22309    58,650.00     58,478.06
  242-01  915   801504986 THORNTON MARTHA          1316 MCDANIEL TOWN ROAD      RIDGEVILLE      SC  29472    17,600.00     17,451.37
  242-01  915   801505025 PONTELLO JOSEPH          34 MECHANIC STREET           JORDAN          NY  13080    39,200.00     39,010.48
  242-01  915   801505066 PIEDRA LIBIA             30 31 80TH STREET            JACKSON HEI     NY  11372   154,700.00    154,700.00
  242-01  915   801505322 DAVIS GERALYN ROSHUN     5729 RACE STREET             PHILADELPHI     PA  19139    19,000.00     18,993.71
  242-01  915   801505330 RUFFIN KELLY LEE         4223 BAYCHESTER AVENUE       BRONX           NY  10466   243,000.00    242,765.69
  242-01  915   801505389 MOORE ELIZABETH B        88 ST JOSEPH AVENUE          STATEN ISLA     NY  10302    23,000.00     22,862.89
  242-01  915   801505488 JOHNSTON JOSEPH          201 KENT ROAD                MONROE TOWN     NJ  08094    48,000.00     48,000.00
  242-01  915   801505579 HAMILTON MICHAEL         4527 RUSTIC DRIVE            ORANGEBURG      SC  29115    27,200.00     27,128.23
  242-01  915   801505850 CARAZZA ANDREW           51 CHARLES STREET            TORRINGTON      CT  06790    11,200.00     11,175.60
  242-01  915   801506700 DISALVO NANCY            9 ATKINS AVENUE              ASBURY PARK     NJ  07712    67,500.00     67,441.49
  242-01  915   801507005 URBANSKI JACOB J JR      324 TENER STREET             SWOYERSVILL     PA  18704    26,400.00     26,272.93
  242-01  915   801507401 TAYLOR WILLIAM           58 E BROADWAY                ORESTES         IN  46063    30,000.00     29,989.96
  242-01  915   801507567 AUSTIN LAURENCE M        1900 N CALIFORNIA AVE        PEORIA          IL  61603    51,200.00     51,200.00
  242-01  915   801507690 CALDWELL FRANK L JR      1325 WHITE DOVE LANE         VINTON          VA  24179    31,500.00     31,319.60
  242-01  915   801507898 COOPER PEGGY G           731 S 8TH                    WEST TERRE      IN  47885    23,375.00     23,375.00
  242-01  915   801508458 DEBERRY TERESA           3306 PINE MEADOW ROAD NORT   ATLANTA         GA  30327    75,000.00     74,842.65
  242-01  915   801508821 NIXON CAROL ANN          1732 NIXON ROAD              AUTRYVILLE      NC  28318    61,200.00     61,153.99
  242-01  915   801508839 MONAHAN ANDREW           239 ALSTEAD CENTER ROAD BO   ALSTEAD         NH  03602    70,000.00     69,689.13
  242-01  915   801509456 MOSLEY MARK D            101 ASHLEY DRIVE             GOSHEN          CT  06756    47,800.00     47,727.19
  242-01  915   801509811 FULLER CATHY REGINA      2354 RUSTIC ROAD             DAYTON          OH  45406    59,075.00     59,048.37
  242-01  915   801510033 LITTLE REX               220 MONTGOMERY AVE           MT STERLING     KY  40353    28,000.00     28,000.00
  242-01  915   801510173 SCOTT KIM                3255 CART ROAD               RICHMOND        IN  47374    63,600.00     63,579.16
  242-01  915   801510785 MILLER BARBARA           402 WEST 10TH STREET         OOLITIC         IN  47451    20,000.00     19,870.08
  242-01  915   801511098 SNELL CHRISTOPHE M       8927 PINETREE DRIVE          LAKELAND        FL  33809    59,600.00     59,497.05
  242-01  915   801511361 KUBAT DAVID W            2411 N LAKESHORE DR          LUDINGTON       MI  49431    68,000.00     67,974.50
  242-01  915   801511627 PICKETT MARTHA R         1650 LAKE BUFFUM ROAD        FORT MEADE      FL  33841    28,000.00     28,000.00
  242-01  915   801511916 LACKNER ANN              114 CLOVERDALE AVENUE        PARAMUS         NJ  07652    30,000.00     29,981.87
  242-01  915   801513086 MCCALLUM DAVID NEWELL    618 EAST 17TH AVENUE         SPOKANE         WA  99203    21,500.00     21,482.43
  242-01  915   801513714 BURKE MICHAEL J          67 WRIGHT STREET             STONEHAM        MA  02180    43,470.00     41,975.15
  242-01  915   801513789 ROOP FREDERICK C         205 RUSHLEY ROAD             ARNOLD          MD  21012   120,000.00    119,967.16
  242-01  915   801513946 GRAU PEDRO               4832 ELMWOOD STREET          NEW PORT RI     FL  34653    14,500.00     14,500.00
  242-01  915   801514431 JACQUES MARYELLEN        1333 PAGE BOULEVARD          SPRINGFIELD     MA  01104    15,000.00     14,798.59

             Cut-off Date     First                                       Original   Current     Scheduled
              Companion      Payment      Maturity      Rem       Date       LTV     Mortgage     Payment
  Account     Loan Bal.       Date          Date       Term       Due       Ratio      Rate     Int & Prin
------------------------------------------------------------------------------------------------------------

  801494162         0.00    06/01/1999   05/01/2029    359.00   07/01/99     80.0     14.050         741.83
  801494345         0.00    04/19/1999   03/19/2029    357.57   05/19/99     80.0     13.100         597.12
  801494576         0.00    03/17/1999   02/17/2014    176.58   06/17/99     79.9     12.800         618.36
  801494816         0.00    02/26/1999   01/26/2029    355.86   05/26/99     53.0     14.990         770.82
  801495029         0.00    03/01/1999   02/01/2014    176.00   06/01/99     65.0     10.000         698.49
  801496464         0.00    05/13/1999   04/13/2014    178.39   06/13/99     61.4     11.750         532.86
  801497355         0.00    03/26/1999   02/26/2014    176.88   06/26/99     79.8     13.730         223.03
  801497843         0.00    04/24/1999   03/24/2029    357.73   07/24/99     85.0     12.600         621.36
  801497850         0.00    03/04/1999   02/04/2019    236.15   06/04/99     75.0     14.250         255.50
  801498346         0.00    03/18/1999   02/18/2014    176.61   06/18/99     80.0     12.650         466.09
  801498825         0.00    04/09/1999   03/09/2014    177.24   05/09/99     79.9     13.500         240.19
  801499005         0.00    03/01/1999   02/01/2029    356.00   06/01/99     85.0     12.990         732.89
  801499013         0.00    03/01/1999   02/01/2019    236.00   06/01/99     22.2      8.200         302.22
  801500323         0.00    03/17/1999   02/17/2014    176.58   05/17/99     82.1     12.990         278.21
  801500604         0.00    10/15/1998   09/15/2013    171.48   06/15/99     74.8      9.850         559.95
  801500711         0.00    04/12/1999   03/12/2014    177.34   06/12/99     80.0      8.120         616.06
  801500794         0.00    04/22/1999   03/22/2009    117.67   06/22/99     75.0     11.600         322.92
  801501099         0.00    03/01/1999   02/01/2029    356.00   06/01/99     74.8      9.350         813.33
  801501388         0.00    04/03/1999   03/03/2014    177.04   06/03/99     89.9     12.050         179.30
  801501602         0.00    04/01/1999   03/01/2019    237.00   07/01/99     79.7     14.700         459.61
  801502303         0.00    04/02/1999   03/02/2024    297.01   06/02/99     75.0     12.850         322.41
  801503517         0.00    03/10/1999   02/10/2014    176.35   06/10/99     90.0     11.850         163.11
  801503590         0.00    04/22/1999   03/22/2014    177.67   05/22/99     85.0     11.600         831.27
  801503681         0.00    04/03/1999   03/03/2014    177.04   06/03/99     80.0      9.150         278.31
  801503798         0.00    04/26/1999   03/26/2029    357.80   05/26/99     85.0     11.500         757.57
  801504176         0.00    05/07/1999   04/07/2029    358.19   06/07/99     85.0      8.840         768.55
  801504259         0.00    03/10/1999   02/10/2019    236.35   06/10/99     78.6     13.200         711.51
  801504804         0.00    04/01/1999   03/01/2014    177.00   07/01/99     80.7     11.750         461.81
  801504911         0.00    05/16/1999   04/16/2014    178.49   06/16/99     85.0     11.250         569.64
  801504986         0.00    04/08/1999   03/08/2009    117.21   06/08/99     80.0     10.150         234.05
  801505025         0.00    02/28/1999   01/28/2029    355.92   06/28/99     80.0     11.400         385.21
  801505066         0.00    05/19/1999   04/19/2014    178.59   06/19/99     85.9     10.550       1,420.89
  801505322         0.00    02/22/1999   01/22/2029    355.73   05/22/99     50.6     11.350         185.98
  801505330         0.00    04/11/1999   03/11/2014    177.30   06/11/99     90.0     11.000       2,314.14
  801505389         0.00    03/12/1999   02/12/2014    176.42   06/12/99     84.2     13.000         291.01
  801505488         0.00    05/05/1999   04/05/2014    178.13   06/05/99     80.0     13.100         534.73
  801505579         0.00    04/09/1999   03/09/2014    177.24   06/09/99     80.0     12.000         326.45
  801505850         0.00    02/25/1999   01/25/2014    175.82   06/25/99     90.0     11.650         112.20
  801506700         0.00    02/20/1999   01/20/2029    355.66   05/20/99     75.0     12.000         694.31
  801507005         0.00    05/01/1999   04/01/2019    238.00   07/01/99     80.0      9.750         250.41
  801507401         0.00    04/02/1999   03/02/2019    237.01   06/02/99     60.0     12.850         348.27
  801507567         0.00    05/01/1999   04/01/2029    358.00   06/01/99     80.0     10.250         458.80
  801507690         0.00    04/10/1999   03/10/2014    177.27   06/10/99     70.0     11.600         369.98
  801507898         0.00    04/23/1999   03/23/2014    177.70   05/23/99     85.0     10.250         254.78
  801508458         0.00    03/10/1999   02/10/2029    356.35   06/10/99     25.4     10.000         658.18
  801508821         0.00    04/15/1999   03/15/2029    357.44   06/15/99     85.0     12.000         629.51
  801508839         0.00    03/16/1999   02/16/2029    356.55   06/16/99     67.9     11.850         711.96
  801509456         0.00    04/01/1999   03/01/2019    237.00   06/01/99     79.8     11.400         506.46
  801509811         0.00    04/10/1999   03/10/2014    177.27   06/10/99     85.0     11.500         585.01
  801510033         0.00    05/05/1999   04/05/2029    358.13   06/05/99     80.0     13.250         315.22
  801510173         0.00    03/10/1999   02/10/2014    176.35   06/10/99     80.0     13.700         738.51
  801510785         0.00    04/05/1999   03/05/2014    177.11   06/05/99     63.5     10.250         217.99
  801511098         0.00    04/12/1999   03/12/2029    357.34   06/12/99     80.0      9.750         512.06
  801511361         0.00    04/01/1999   03/01/2029    357.00   06/01/99     85.0     10.650         629.66
  801511627         0.00    04/01/1999   03/01/2029    357.00   06/01/99     80.0     13.100         311.93
  801511916         0.00    03/22/1999   02/22/2014    176.75   06/22/99     69.9     11.750         302.82
  801513086         0.00    05/01/1999   04/01/2014    178.00   07/01/99     84.8     10.250         192.66
  801513714         0.00    10/22/1998   09/22/2008    111.72   06/22/99     74.9     12.250         629.97
  801513789         0.00    03/17/1999   02/17/2014    176.58   06/17/99     57.0     12.200       1,252.84
  801513946         0.00    03/23/1999   02/23/2014    176.78   05/23/99     79.1     14.400         197.01
  801514431         0.00    03/08/1999   02/08/2014    176.28   07/08/99     63.9     10.950         170.02


ALLIANCE FUNDING                                            Sale Schedule - Group 1
A division of Superior Bank FSB         1999-2 Initial Pool of Fixed Rate Mortgages - Settlement 6/24/99             Page -2 6/30/99

                                                                                                           Principal   Cut-off Date
                                                                                                     Zip   Balance at    Principal
Pool ID   Inv   Account      Name                     Address                      City       State Code  Origination     Balance
------------------------------------------------------------------------------------------------------------------------------------

  242-01  915   801515313 SOLDRICH JOHN            516 CHEW STREET              ALLENTOWN       PA  18102    38,675.00     38,561.69
  242-01  915   801515404 KIM BONG K               2004 PAPER MILL ROAD         ORELAND         PA  19075    40,000.00     40,000.00
  242-01  915   801515453 DOWNEY JOSEPH P          21 CALLOH DRIVE              WALTERBORO      SC  29488    58,469.00     58,405.83
  242-01  915   801516600 MELOW IRENE E            8306 NORTH MULBERRY DRIVE    TAMPA           FL  33604    39,200.00     39,200.00
  242-01  915   801516642 BRYANT MICHAEL P         115 SOUTH 10TH STREET        CLINTON         IN  47842    16,250.00     16,209.68
  242-01  915   801517400 MARLATT RICHARD T        352 FIRST STREET             SLATINGTON      PA  18080    18,800.00     18,650.95
  242-01  915   801517681 CLARK BRIAN R            1304 ANDRUS ST               AKRON           OH  44301    39,840.00     39,840.00
  242-01  915   801518028 BOOKER WARREN CARL       1036 PULASKI STREET          RIVERHEAD       NY  11901    64,170.00     64,057.34
  242-01  915   801518366 AUSTIN LAURENCE M        211 W RICHMOND AVENUE        PEORIA          IL  61604    31,200.00     31,200.00
  242-01  915   801518796 BRADFORD WARREN          12628 BRITTON AVE            CLEVELAND       OH  44120    80,700.00     80,700.00
  242-01  915   801519166 NORRIS JOHN L            3115 GLENCOVE DR             FLORENCE        SC  29506    51,000.00     50,821.70
  242-01  915   801519380 GABRIEL OTIS             2221 WESTVIEW DRIVE          SILVER SPRI     MD  20910    31,100.00     30,628.10
  242-01  915   801519810 WILLIS HARLOW            1634 LINCOLN HILL ROAD       POMEROY         OH  45769    32,000.00     31,988.47
  242-01  915   801520032 RIVERA MARCOS A          31 33 ROSE STREET            WATERBURY       CT  06710    15,500.00     15,478.63
  242-01  915   801520131 EDGERSON BREON           1527 S LYDIA                 PEORIA          IL  61605    25,600.00     25,600.00
  242-01  915   801520594 DOSTAL DANIEL W          44 CHURCH STREET             LEIGH           NE  68643    29,865.00     29,846.08
  242-01  915   801521105 LESTER DORIS             2836 REDWOOD DRIVE           FLORENCE        SC  29502    42,900.00     42,593.44
  242-01  915   801522269 MAZZALUPO MARIE          1880 2 EAST MAIN STREET      WATERBURY       CT  06708   109,000.00    108,522.82
  242-01  915   801522335 MAZE DOLORES J           120 POPLAR DRIVE             INTERLACHEN     FL  32148    28,000.00     27,887.88
  242-01  915   801522772 COLON KIM AVANT          25 AUDREY STREET             PROVIDENCE      RI  02907    45,050.00     45,050.00
  242-01  915   801522848 FINTZELL THOMAS B        1252 GENNESSE AVE            COLUMBUS        OH  43211    56,500.00     56,500.00
  242-01  915   801523226 CHAIREZ HERMELINDA       1053 MIDWAY ELEMENTARY SCH   DUNN            NC  28334    60,000.00     60,000.00
  242-01  915   801523275 LANGE JOHN               10 PROSPECT PLACE            BROOKLYN        NY  11217   160,000.00    160,000.00
  242-01  915   801523531 DRAKE ALBERT             60 MARANATHA DRIVE           MARYSVILLE      PA  17053    83,525.00     83,337.21
  242-01  915   801523770 DEMPSEY TERRY D          207 SOUTH WIGGINS ROAD       PLANT CITY      FL  33566    79,900.00     79,900.00
  242-01  915   801524190 CONLEY WALTER F          60 WILLETT STREET            QUINCY          MA  02170    35,000.00     34,855.99
  242-01  915   801524240 JOHNSTON MARK K          1 RR BOX 708                 RICHMOND        ME  04357    43,129.00     43,067.47
  242-01  915   801524885 HIGGINS VERNELLE         371 2ND BEND ROAD            HARLEYVILLE     SC  29448    54,000.00     53,989.78
  242-01  915   801525163 BAGLEY ORIN E JR         6870 SOUTH SALIX CIRCLE      WEST JORDAN     UT  84084    10,289.00     10,289.00
  242-01  915   801525940 BRAITHWAITE SARAH        508 JERFERSON AVENUE         BROOKLYN        NY  11221   160,000.00    159,556.77
  242-01  915   801526237 LUKE HELEN Z             41 WEST MAIN STREET          LOWELL          OR  97452    50,750.00     50,750.00
  242-01  915   801526286 BORREGO ROBERTO R        RT 10 BOX 140 A              SANTA FE        NM  87505    77,000.00     77,000.00
  242-01  915   801526377 LAW RONALD               17 JOHNS NECK ROAD           SHIRLEY         NY  11967    88,000.00     88,000.00
  242-01  915   801526450 EDWARDS SAMUEL E         144 NORTH MOORE ROAD         ROBBINS         NC  27325    24,000.00     24,000.00
  242-01  915   801526492 ROBINSON GLEN            298 MALCOM AVENUE            GARFIELD        NJ  07025    15,000.00     14,795.19
  242-01  915   801526849 LORENZEN JOHN K          926 CLARK STREET             HOLLAND         OH  43528    51,000.00     50,807.78
  242-01  915   801526872 JOHNSTON JOHN J          1842 VIRGINIA VIA            WASHINGTON      PA  15301    19,000.00     18,859.04
  242-01  915   801527169 BACH KAY H               7011 CANTON STREET           VAN BUREN       NY  13164   106,000.00    106,000.00
  242-01  915   801527292 KEYES INEZ P             12706 EMERY AVE              CLEVELAND       OH  44135    43,000.00     42,751.90
  242-01  915   801527557 CRIDER CHERYL            329 DEAN ST                  ALBION          MI  49224    45,000.00     44,434.77
  242-01  915   801527599 RUHLAND DAVID            105 PARKWOOD                 BAY             MI  48708   233,700.00    233,700.00
  242-01  915   801527714 BURDEN DEREK S           58 CLAIRMONT AVENUE          ELBERTON        GA  30635    28,000.00     27,855.50
  242-01  915   801527748 PAIGE CHANDRA G          560 WILDWOOD AVENUE          AKRON           OH  44230    33,600.00     33,600.00
  242-01  915   801528035 BURNETT SALLY J          11974 WEST US HIGHWAY 12     WHITE PIGEO     MI  49099    58,500.00     58,500.00
  242-01  915   801528050 FREDERICKS DAVID E       610612 NORTHEAST 29TH DRIV   WILTON          FL  33333   280,000.00    279,728.04
  242-01  915   801528068 MORRIS JEFFREY DEAN      1090 VILLAGE DRIVE           WALNUT COVE     NC  27052    20,000.00     19,758.23
  242-01  915   801528282 MAXWELL ROBERT E         2306 TAYLOR STREET           NORTH CHARL     SC  29418    50,000.00     49,644.85
  242-01  915   801528340 HERRING PAUL             1319 OAKLEY                  EVANSVILLE      IN  47710    38,250.00     38,208.59
  242-01  915   801529025 COBB VALERIE L           12830 CORBIN                 DETROIT         MI  48217    15,200.00     15,200.00
  242-01  915   801529058 SWAMBACK JAMES T         42 CINQUE LANE               BAYPORT         NY  11705    64,000.00     64,000.00
  242-01  915   801529132 FULTON ROBERT            1342 SEVENTH AVENUE          BERWICK         PA  18603    34,850.00     32,833.98
  242-01  915   801529215 JEFFRIES ROBERT          17054 S CRANE                HAZEL CREST     IL  60429    68,000.00     67,998.07
  242-01  915   801529728 MCDANIELS CARLINDA       6327 LOUSIANA                SAINT LOUIS     MO  63111    44,200.00     44,200.00
  242-01  915   801529827 FREITAS JOAO P           525 529 TORREY STREET        BROCKTON        MA  02401    39,000.00     38,693.14
  242-01  915   801529918 BOURNE CASSANDRA         7 PADANARAM ROAD UNIT 82     DANBURY         CT  06811    47,600.00     47,468.75
  242-01  915   801530171 VAN SICKLIN MICHAEL      77 CENTER STREET             LAKE RONKON     NY  11779    27,000.00     26,734.91
  242-01  915   801530429 SHOWMAN JOHN H           14077 NORTH CLARIDGE ROAD    JACKSONVILL     FL  32245    37,400.00     37,218.51
  242-01  915   801530791 SCURRY BILLY LEON        1413 FLORAL DRIVE            FORT MYERS      FL  33916    15,000.00     14,852.86
  242-01  915   801530809 MITCHELL A J             5113 SOUTH HAMPSHIRE BLVD    FORT WORTH      TX  76112    51,000.00     51,000.00
  242-01  915   801530866 KIRKLAND CHARLIE         1662 SPRINGVALE RD           LUGOFF          SC  29078    31,500.00     31,500.00
  242-01  915   801530973 RUMPH DENNIS O           2262 CARVER SCHOOL ROAD      COPE            SC  29038    43,500.00     43,478.30

             Cut-off Date     First                                       Original   Current     Scheduled
              Companion      Payment      Maturity      Rem       Date       LTV     Mortgage     Payment
  Account     Loan Bal.       Date          Date       Term       Due       Ratio      Rate     Int & Prin
------------------------------------------------------------------------------------------------------------

  801515313         0.00    04/12/1999   03/12/2029    357.34   06/12/99     85.0     11.500         383.00
  801515404         0.00    05/01/1999   04/01/2014    178.00   06/01/99     80.3     12.750         434.68
  801515453         0.00    05/12/1999   04/12/2014    178.36   06/12/99     84.9     11.750         590.19
  801516600         0.00    04/03/1999   03/03/2014    177.04   05/03/99     80.0     13.750         456.72
  801516642         0.00    04/01/1999   03/01/2014    177.00   06/01/99     65.0     10.850         183.17
  801517400         0.00    04/01/1999   03/01/2009    117.00   06/01/99     89.8     10.650         255.26
  801517681         0.00    03/22/1999   02/22/2014    176.75   05/22/99     80.0     10.800         373.40
  801518028         0.00    03/02/1999   02/02/2014    176.09   06/02/99     69.0     10.850         603.85
  801518366         0.00    05/01/1999   04/01/2029    358.00   06/01/99     80.0     10.250         279.58
  801518796         0.00    04/08/1999   03/08/2029    357.21   06/08/99     84.9     12.100         836.31
  801519166         0.00    03/03/1999   02/03/2019    236.12   06/03/99     85.0     10.850         521.22
  801519380         0.00    03/10/1999   02/10/2014    176.35   07/10/99     82.7     13.100         395.54
  801519810         0.00    04/05/1999   03/05/2029    357.11   06/05/99     80.0     13.350         362.76
  801520032         0.00    05/13/1999   04/13/2014    178.39   06/13/99     73.8      9.850         134.31
  801520131         0.00    04/19/1999   03/19/2029    357.57   06/19/99     80.0     13.100         285.19
  801520594         0.00    05/01/1999   04/01/2019    238.00   06/01/99     75.0      9.900         286.23
  801521105         0.00    04/10/1999   03/10/2019    237.27   06/10/99     49.4      9.850         409.74
  801522269         0.00    05/01/1999   04/01/2014    178.00   07/01/99     68.1     11.100       1,245.74
  801522335         0.00    04/05/1999   03/15/2014    177.11   06/15/99     73.6     10.500         309.51
  801522772         0.00    04/24/1999   03/24/2014    177.73   05/24/99     85.0     11.500         446.13
  801522848         0.00    03/05/1999   02/05/2029    356.19   05/05/99     64.9     12.250         592.07
  801523226         0.00    04/01/1999   03/01/2014    177.00   06/01/99     80.0     10.250         537.66
  801523275         0.00    04/10/1999   03/10/2014    177.27   06/10/99     67.1     12.000       1,645.78
  801523531         0.00    04/24/1999   03/24/2019    237.73   06/24/99     85.9     11.550         893.61
  801523770         0.00    04/17/1999   03/17/2029    357.50   06/17/99     85.0     10.400         724.91
  801524190         0.00    03/03/1999   02/03/2014    176.12   06/03/99     20.5     11.650         412.21
  801524240         0.00    04/09/1999   03/09/2019    237.24   06/09/99     89.9     12.750         497.63
  801524885         0.00    04/22/1999   03/22/2029    357.67   06/22/99     79.4      9.400         450.13
  801525163         0.00    04/01/1999   03/01/2014    177.00   06/01/99     89.8     12.050         123.82
  801525940         0.00    03/16/1999   02/16/2029    356.55   06/16/99     80.0     12.500       1,707.61
  801526237         0.00    06/01/1999   05/01/2029    359.00   06/01/99     70.0     10.500         464.23
  801526286         0.00    06/01/1999   05/01/2014    179.00   06/01/99     84.3     12.100         797.96
  801526377         0.00    05/06/1999   04/06/2014    178.16   06/06/99     80.7     12.600         946.02
  801526450         0.00    04/26/1999   03/26/2009    117.80   05/26/99     80.0     12.875         356.58
  801526492         0.00    03/09/1999   02/09/2014    176.32   07/09/99     66.2     12.500         184.88
  801526849         0.00    05/19/1999   04/19/2014    178.59   06/19/99     84.8     12.350         623.62
  801526872         0.00    04/19/1999   03/19/2014    177.57   06/19/99     50.4      9.400         197.26
  801527169         0.00    05/01/1999   04/01/2029    358.00   06/01/99     55.7     11.950       1,086.25
  801527292         0.00    04/26/1999   03/26/2029    357.80   06/26/99     69.3     11.850         437.34
  801527557         0.00    04/03/1999   03/03/2014    177.04   07/03/99     65.2     11.750         532.86
  801527599         0.00    05/22/1999   04/22/2029    358.68   06/22/99     84.9     13.500       2,676.83
  801527714         0.00    04/01/1999   03/01/2014    177.00   06/01/99     56.0     12.850         351.51
  801527748         0.00    04/02/1999   03/02/2014    177.01   06/02/99     70.0     10.950         318.71
  801528035         0.00    07/01/1999   06/01/2014    180.00   07/01/99     65.0     11.750         590.51
  801528050         0.00    04/01/1999   03/01/2029    357.00   06/01/99     68.2     11.500       2,772.82
  801528068         0.00    05/01/1999   04/01/2009    118.00   07/01/99     47.6      9.750         261.54
  801528282         0.00    03/02/1999   02/02/2014    176.09   06/02/99     80.0      9.950         535.77
  801528340         0.00    04/23/1999   03/23/2029    357.70   05/23/99     85.0     11.250         371.51
  801529025         0.00    04/01/1999   03/01/2029    357.00   06/01/99     80.0     14.250         183.11
  801529058         0.00    04/01/1999   03/01/2019    237.00   06/01/99     84.8     12.000         704.70
  801529132         0.00    03/25/1999   02/25/2009    116.84   09/25/99     85.0     11.900         497.99
  801529215         0.00    04/09/1999   03/09/2014    177.24   06/09/99     80.0     13.100         757.53
  801529728         0.00    05/02/1999   04/02/2029    358.03   05/02/99     65.0     12.100         458.05
  801529827         0.00    03/22/1999   02/22/2014    176.75   06/22/99     74.7     12.750         487.05
  801529918         0.00    04/18/1999   03/18/2029    357.53   06/18/99     85.0      9.900         414.21
  801530171         0.00    04/17/1999   03/17/2019    237.50   06/17/99     89.9     10.500         269.56
  801530429         0.00    04/19/1999   03/19/2014    177.57   06/19/99     85.0     13.200         478.13
  801530791         0.00    04/15/1999   03/15/2009    117.44   06/15/99     31.2     11.100         207.48
  801530809         0.00    05/01/1999   04/01/2029    358.00   06/01/99     85.0     12.100         528.52
  801530866         0.00    04/01/1999   03/01/2019    237.00   06/01/99     75.0     15.000         414.79
  801530973         0.00    03/02/1999   02/02/2014    176.09   06/02/99     79.9     12.850         476.10


ALLIANCE FUNDING                                            Sale Schedule - Group 1
A division of Superior Bank FSB         1999-2 Initial Pool of Fixed Rate Mortgages - Settlement 6/24/99            Page -1  6/30/99

                                                                                                           Principal   Cut-off Date
                                                                                                     Zip   Balance at    Principal
Pool ID   Inv   Account      Name                     Address                      City       State Code  Origination     Balance
------------------------------------------------------------------------------------------------------------------------------------

  242-01  915   801531385 WHITAKER ROBERT A II     7539 EAST BAJADA ROAD        SCOTTSDALE      AZ  85255    38,500.00     38,500.00
  242-01  915   801531476 ARMOUR JOAN M            347 FLINT AVENUE             LONG BEACH      CA  90814    32,500.00     32,275.32
  242-01  915   801531724 YARIAN ALTON WAYNE       45 TRACE DRIVE               STOCKBRIDGE     GA  30281    19,000.00     18,871.29
  242-01  915   801531971 SINGLETON CURTIS         626 ALASKA STREET            BETHLEHEM       PA  18015    64,800.00     64,478.79
  242-01  915   801531989 DONOVAN ANNA D           15 HEINZ AVENUE              STATEN ISLA     NY  10308    75,000.00     74,342.46
  242-01  915   801532631 RITCH JOSEPH LEE         2921 ULMAN AVENUE            BALTIMORE       MD  21215    50,158.00     50,081.60
  242-01  915   801533423 FERRONE VINCENT ROBERT   4325 KNOLLWOOD DRIVE         PUNTA GORDA     FL  33982    33,500.00     33,425.37
  242-01  915   801533837 DUBAY JAMES              1825 N 11 MILE RD            LINWOOD         MI  48634    29,000.00     29,000.00
  242-01  915   801534132 POLLARD MICHAEL S        311 MEADOW LANE              MONROVIA        CA  91016    36,400.00     36,263.30
  242-01  915   801534165 SPARKS KENNETH W         27211 WEST CHAPEL            RUSHVILLE       IN  46173    27,500.00     27,393.96
  242-01  915   801534454 BARONE GENEROSA M        200 EAST OAK STREET          ROME            NY  13440    35,000.00     34,896.73
  242-01  915   801534470 BOYD WILLIAM M           3225 OAK TREE LANE           MULBERRY        FL  33860    25,600.00     25,458.47
  242-01  915   801534629 MOORE WALTER             29 GREENVALE CIRCLE          WHITE PLAIN     NY  10607    24,500.00     24,430.81
  242-01  915   801534827 MATTHEWS RANDY           132 NORTH GLENDALE SCHOOL    SCRANTON        SC  29561    46,800.00     46,539.92
  242-01  915   801534843 PACK KENNETH             2429 COLUMBIA STREET         INDIANAPOLI     IN  46202    71,250.00     71,250.00
  242-01  915   801535097 MCNUTT JEREMY            4498 DENNY                   CHRISTOVAL      TX  76935    49,500.00     49,187.53
  242-01  915   801535105 LOWE RUFUS SR            2465 DUPREE STREET           FORT MYERS      FL  33916    33,500.00     33,483.03
  242-01  915   801535147 MOORE RUSSELL            89 91 BAYWAY AVENUE          ELIZABETH       NJ  07200   258,500.00    258,423.54
  242-01  915   801535212 SMITH RICHARD R JR       7701 GRAYS DRIVE             GROSSE ILE      MI  48138    71,350.00     70,818.32
  242-01  915   801535527 BREWER ARTHUR W          38-40 EAST CAREY STREET      PLAINS          PA  18705    25,000.00     24,665.52
  242-01  915   801535626 CALHOUN LEWIS            258 VILLAGE VIEW LANE        LAKELAND        FL  33809    45,600.00     45,093.62
  242-01  915   801535758 MASTERS CHARLES A        13 CHARTERHOUSE AVENUE       PIEDMONT        SC  29673    65,450.00     65,411.75
  242-01  915   801535774 STEPHENS JAY             489 NORTH 100 WEST           FOUNTAIN GR     UT  84632    34,450.00     34,450.00
  242-01  915   801535915 FIELDS CHRISTINE         1310 ROSLYN AVE              AKRON           OH  44320    55,200.00     55,200.00
  242-01  915   801536053 PHILLIPS LEWIS T         107 GOODSON AVENUE           RED BANK        TN  37405   450,000.00    449,628.79
  242-01  915   801536152 SANGALANG ELEUTERIO M    3137 IVYHILL COURT           HOLIDAY         FL  34691    24,500.00     24,141.65
  242-01  915   801536814 TROTTER PAUL K           372 GOFFLE HILL ROAD         HAWTHORNE       NJ  07506    36,000.00     35,342.48
  242-01  915   801537101 CIESLUK DANIEL J         148 SHERIDAN STREET          COAL TOWNSH     PA  17866    34,280.00     34,280.00
  242-01  915   801537143 WINGFIELD FRANCINE J     25 HORSEMAN COURT            RANDALLSTOW     MD  21133   144,900.00    144,847.17
  242-01  915   801537531 BLACKMON JAMES           1336 MOUNT SINAI DRIVE       DARLINGTON      SC  29532    17,500.00     17,500.00
  242-01  915   801537572 TRUMBULL JOHN ELWIN      53 FRANCIS AVENUE            PANACEA         FL  32346    26,600.00     26,484.66
  242-01  915   801537671 PIERCE RICHARD F         19630 19632 LENORE           DETROIT         MI  48201    46,800.00     46,481.16
  242-01  915   801538091 KEEFER JAMES             356 NORTH COOL STREET        PORT CARBON     PA  17965    42,500.00     42,416.07
  242-01  915   801538109 BROCKWAY ASHLEY Q        RR 1 BOX 131                 TIOGA           PA  16946    56,250.00     56,221.52
  242-01  915   801538422 LARKIN AUDREY D          113 NEW FIELD CIRCLE         ELLOREE         SC  29047    66,300.00     66,300.00
  242-01  915   801538513 ELFAYOUMI MOUSTAFA       216 HALLADAY STREET          JERSEY CITY     NJ  07304    98,000.00     97,556.80
  242-01  915   801538612 PSOMIADIS THEMISTOCL     382 HIGH STREET              CLOSTER         NJ  07624    29,370.00     29,305.17
  242-01  915   801538893 BOYKIN WALTER R          1913 KINGS HIGHWAY           CLEARWATER      FL  33755    34,608.00     34,471.76
  242-01  915   801539024 DAUKSZA ELISE            502 CAMINO DE ENCANTO        TORRANCE        CA  90277    75,000.00     74,620.09
  242-01  915   801540063 ROWLINSON JAMES K        1860 CHINOOK TRIAL           MAITLAND        FL  32751    16,758.00     16,724.01
  242-01  915   801540295 THOMPSON VERONICA        1425 EAST 45TH STREET        BROOKLYN        NY  11234    75,000.00     59,525.71
  242-01  915   801540550 IVORY WILLIAM A          504 EAST 43RD STREET         BALTIMORE       MD  21212    38,500.00     38,389.61
  242-01  915   801540675 THAYER ORRIN             21101 EAST 700 NORTH         HOPE            IN  47246    70,000.00     70,000.00
  242-01  915   801541020 BALKISSOON DEOKARRAN     175 20 89TH AVENUE           JAMAICA         NY  11432    15,000.00     14,803.90
  242-01  915   801541145 MARROW SALLIE A          4504 REISTERSTOWN ROAD       BALTIMORE       MD  21215    39,000.00     38,983.39
  242-01  915   801541194 RAMEY BATES ANGELA L     1434 E 173RD ST              CLEVELAND       OH  44110    58,345.00     58,345.00
  242-01  915   801541350 CANNON NOEL              19 TOWNE STREET              AMITYVILLE      NY  11701    67,300.00     67,056.86
  242-01  915   801541954 RAPSAWICH THOMAS JR      211 VICTORIA DRIVE           GREENVILLE      OH  45331    77,400.00     77,162.52
  242-01  915   801541970 SKILES LARRY G           824 826 W JEFFERSON          SPRINGFIELD     OH  45506    40,000.00     39,812.92
  242-01  915   801542051 SKILES LARRY G           21 23 SOUTH SHAFFER          SPRINGFIELD     OH  45506    32,000.00     31,858.08
  242-01  915   801542143 SKILES LARRY G           830 W JEFFERSON ST           SPRINGFIELD     OH  45506    28,000.00     27,869.05
  242-01  915   801542655 JUICE PAUL               2724 NORTH MAIN AVENUE       SCRANTON        PA  18508    45,475.00     45,475.00
  242-01  915   801542663 PANNONE THOMAS E         45 FRANCES DRIVE             CRANSTON        RI  02920    12,800.00     12,687.87
  242-01  915   801543042 HICKS HAROLD J           11248 NORTHEAST 69TH LANE    WILLISTON       FL  32696    15,000.00     14,923.86
  242-01  915   801543109 SANDERS GERALDINE        4018 STERLING                FLINT           MI  48504    25,300.00     25,239.14
  242-01  915   801543125 SWAINBANK PHILLIP M      14 BYRD STREET               EXETER          PA  18643    35,100.00     34,929.61
  242-01  915   801543323 GORMAN ROSE              80 EDWARDS DRIVE             NORTH AUGUS     SC  29841    22,000.00     21,834.55
  242-01  915   801543513 HUSSER JOHN J            2515 S CARROLL STREET        PHILADELPHI     PA  19142    26,000.00     25,807.56
  242-01  915   801543612 SNYDER JANE M            3147 GREENFIELD BOULEVARD    JACKSONVILL     FL  32216    53,975.00     53,975.00
  242-01  915   801543703 ABERNATHY GERLDINE       3402 SMITH ST                FORT WAYNE      IN  46806    27,000.00     27,000.00
  242-01  915   801543745 MENGEL EVETTE A          14232 PIGEON ROAD            HUDSON          FL  34669    42,000.00     41,953.34

             Cut-off Date     First                                       Original   Current     Scheduled
              Companion      Payment      Maturity      Rem       Date       LTV     Mortgage     Payment
  Account     Loan Bal.       Date          Date       Term       Due       Ratio      Rate     Int & Prin
------------------------------------------------------------------------------------------------------------

  801531385         0.00    05/01/1999   04/01/2014    178.00   06/01/99     79.1     10.600         355.06
  801531476         0.00    04/01/1999   03/01/2014    177.00   07/01/99     64.1     10.250         354.23
  801531724         0.00    05/01/1999   04/01/2019    238.00   07/01/99     89.8     10.400         188.42
  801531971         0.00    04/22/1999   03/22/2014    177.67   06/22/99     90.0      9.650         682.53
  801531989         0.00    03/11/1999   02/11/2019    236.38   07/11/99     85.9     12.500         852.11
  801532631         0.00    04/22/1999   03/28/2019    237.67   06/28/99     80.9      7.500         404.07
  801533423         0.00    04/09/1999   03/09/2019    237.24   06/09/99     52.3     10.850         342.37
  801533837         0.00    04/01/1999   03/01/2029    357.00   06/01/99     47.5     13.050         321.93
  801534132         0.00    04/01/1999   03/01/2014    177.00   06/01/99     79.8     12.750         454.58
  801534165         0.00    05/01/1999   04/01/2019    238.00   07/01/99     50.0      9.400         254.54
  801534454         0.00    05/01/1999   04/01/2029    358.00   07/01/99     50.0     11.000         333.31
  801534470         0.00    04/03/1999   03/03/2009    117.04   06/03/99     80.0     12.250         370.99
  801534629         0.00    03/04/1999   02/04/2014    176.15   06/04/99     84.5     12.850         307.57
  801534827         0.00    03/19/1999   02/19/2019    236.65   06/19/99     90.0     11.400         495.87
  801534843         0.00    05/02/1999   04/02/2029    358.03   06/02/99     75.0     11.250         692.02
  801535097         0.00    06/01/1999   05/01/2024    299.00   06/01/99     90.0     11.150         490.53
  801535105         0.00    04/03/1999   03/03/2029    357.04   06/03/99     67.0     11.800         339.44
  801535147         0.00    05/01/1999   04/01/2029    358.00   06/01/99     55.0     11.850       2,629.15
  801535212         0.00    03/19/1999   02/19/2014    176.65   06/19/99     84.9     11.750         844.88
  801535527         0.00    03/22/1999   02/22/2014    176.75   06/22/99     76.5     13.000         316.32
  801535626         0.00    03/04/1999   02/04/2014    176.15   07/04/99     80.0     13.950         538.50
  801535758         0.00    05/01/1999   04/01/2014    178.00   07/01/99     85.0     11.500         648.15
  801535774         0.00    05/01/1999   04/01/2019    238.00   06/01/99     69.9     11.350         363.83
  801535915         0.00    05/01/1999   04/01/2029    358.00   06/01/99     84.9     11.750         557.19
  801536053         0.00    05/01/1999   04/01/2024    298.00   07/01/99     60.0     13.450       5,228.32
  801536152         0.00    04/19/1999   03/19/2014    177.57   06/19/99     85.0     11.000         278.47
  801536814         0.00    04/15/1999   03/15/2014    177.44   07/15/99     13.5     10.500         329.31
  801537101         0.00    04/12/1999   03/12/2014    177.34   06/12/99     65.6      9.650         292.01
  801537143         0.00    03/19/1999   02/19/2014    176.65   05/19/99     90.0     10.900       1,368.98
  801537531         0.00    05/06/1999   04/06/2019    238.16   06/06/99     70.0     14.350         222.08
  801537572         0.00    04/10/1999   03/10/2009    117.27   06/10/99     70.0     14.350         418.62
  801537671         0.00    04/12/1999   03/12/2029    357.34   06/12/99     74.2     10.850         440.39
  801538091         0.00    04/17/1999   03/17/2014    177.50   06/17/99     85.0      9.650         362.02
  801538109         0.00    05/26/1999   04/26/2014    178.82   06/26/99     90.0     10.650         520.86
  801538422         0.00    04/23/1999   03/23/2029    357.70   06/23/99     85.0     11.250         643.95
  801538513         0.00    04/01/1999   03/01/2014    177.00   06/01/99     70.0     10.750       1,098.53
  801538612         0.00    04/10/1999   03/10/2014    177.27   06/10/99     85.8     13.500         336.41
  801538893         0.00    04/16/1999   03/16/2014    177.47   06/16/99     84.8     12.850         378.78
  801539024         0.00    05/01/1999   04/01/2014    178.00   06/01/99     65.1     11.500         876.14
  801540063         0.00    04/08/1999   03/08/2014    177.21   06/08/99     85.1     12.000         201.12
  801540295         0.00    04/04/1999   03/04/2024    297.07   09/04/99     32.6     10.550         710.82
  801540550         0.00    03/12/1999   02/12/2014    176.42   06/12/99     66.3     10.600         355.06
  801540675         0.00    03/16/1999   02/16/2029    356.55   06/16/99     67.9     10.600         645.56
  801541020         0.00    05/01/1999   04/01/2014    178.00   07/01/99     71.8     10.150         162.58
  801541145         0.00    03/03/1999   02/03/2014    176.12   06/03/99     70.9     13.250         439.05
  801541194         0.00    05/01/1999   04/01/2029    358.00   06/01/99     69.4     12.850         638.58
  801541350         0.00    06/01/1999   05/01/2014    179.00   07/01/99     67.5     10.100         727.33
  801541954         0.00    05/01/1999   04/01/2029    358.00   07/01/99     90.0     10.650         716.70
  801541970         0.00    04/03/1999   03/03/2029    357.04   07/03/99     75.4      8.780         315.54
  801542051         0.00    04/02/1999   03/02/2029    357.01   07/02/99     80.0      8.780         252.43
  801542143         0.00    04/03/1999   03/03/2029    357.04   07/03/99     62.2      8.780         220.88
  801542655         0.00    04/24/1999   03/24/2014    177.73   05/24/99     85.0     11.000         433.07
  801542663         0.00    04/01/1999   03/01/2014    177.00   06/01/99     82.6     11.600         150.34
  801543042         0.00    04/02/1999   03/02/2009    117.01   06/02/99     75.0     12.350         218.25
  801543109         0.00    04/01/1999   03/01/2029    357.00   07/01/99     64.8     13.250         284.82
  801543125         0.00    04/10/1999   03/10/2014    177.27   06/10/99     89.9     11.350         406.69
  801543323         0.00    04/03/1999   03/03/2009    117.04   06/03/99     80.0     12.250         318.82
  801543513         0.00    04/02/1999   03/02/2019    237.01   07/02/99     65.0     13.340         310.93
  801543612         0.00    04/19/1999   03/19/2014    177.57   05/19/99     85.0     11.500         534.51
  801543703         0.00    03/25/1999   02/25/2014    176.84   05/25/99     60.0     10.300         242.95
  801543745         0.00    04/15/1999   03/15/2019    237.44   06/15/99     80.0     10.250         412.29


ALLIANCE FUNDING                                            Sale Schedule - Group 1
A division of Superior Bank FSB         1999-2 Initial Pool of Fixed Rate Mortgages - Settlement 6/24/99            Page   0 6/30/99

                                                                                                           Principal   Cut-off Date
                                                                                                     Zip   Balance at    Principal
Pool ID   Inv   Account      Name                     Address                      City       State Code  Origination     Balance
------------------------------------------------------------------------------------------------------------------------------------

  242-01  915   801543877 PINA MARGARET            127 PLEASANT STREET          CRANSTON        RI  02910    64,700.00     64,667.01
  242-01  915   801544016 GOLDSTEIN MARK           1 LINKS DRIVE                LAKE SUCCES     NY  11040    77,000.00     76,903.62
  242-01  915   801544172 AIELLO LORRAINE          7 COOKINGHAM ROAD            POUGHKEEPSI     NY  12538    76,500.00     76,471.51
  242-01  915   801544396 MERRITT EDWARD J         4315 BATTLECREEK ROAD SE     SALEM           OR  97302    94,500.00     94,500.00
  242-01  915   801544925 VAUSE LINWOOD OLIVER     1431 NC HIGHWAY 39           SELMA           NC  27576    21,000.00     20,973.86
  242-01  915   801545260 D AMICO KATHLEEN         199 BAY AVENUE               BAYPORT         NY  11705    35,000.00     35,000.00
  242-01  915   801545500 WILCOX ARTHUR F          ROUTE 5 BOX 140              QUINCY          FL  32351    34,000.00     33,942.66
  242-01  915   801545781 SILAS BILLY M            3805 TIMBERLAKE ROAD WEST    LAKELAND        FL  33810    30,400.00     30,068.11
  242-01  915   801546417 GRILLO RACHEL            71 KENNINGTON STREET         STATEN ISLA     NY  10308    65,000.00     64,706.60
  242-01  915   801546649 BLOCKER EDDIE L          51 PROMISED LAND ROAD        EDGEFIELD       SC  29824    55,250.00     55,250.00
  242-01  915   801547175 CLIFTON PAULINE CLIFTON  131 WOOD CHURCH ROAD         LOUISBURG       NC  27549    40,000.00     39,823.72
  242-01  915   801547589 LUCAS MARY A             79 OAK STREET                CHERAW          SC  29520    21,750.00     21,639.25
  242-01  915   801547704 TAYLOR VANESSA           5831 33 S MICHIGAN           CHICAGO         IL  60637   122,900.00    122,900.00
  242-01  915   801547803 PETERSON TROY TRAVIS     5429 WEST HEATH AVENUE       SALT LAKE C     UT  84118    40,000.00     40,000.00
  242-01  915   801548140 INHOFFER ANDREA L        100 SPRING GARDEN STREET     LANSFORD        PA  18232    16,500.00     16,451.99
  242-01  915   801548181 ROELLIG JAMES G          129 SULLIVAN ROAD            SALEM           CT  06420    50,000.00     49,902.40
  242-01  915   801548215 GULIUZZA MICHELLE A      22 PINE TERRACE              CHESHIRE        CT  06410    20,000.00     19,914.27
  242-01  915   801548371 WRIGHT LOIS ANN          160 PINE DRIVE               INTERLACHEN     FL  32148    25,000.00     24,962.71
  242-01  915   801548892 TOWERY RICHARD F         4755 MCCONNELLS HIGHWAY      YORK            SC  29745    53,600.00     53,384.08
  242-01  915   801548967 SANSIG PATRICIA ANN      32 DECK STREET               BARNEGAT        NJ  08005    47,000.00     46,973.04
  242-01  915   801549114 GASHO SHIRLEY A          205 VERMONT STREET           LIGONIER        IN  46767    53,100.00     53,065.98
  242-01  915   801549403 FILE STEVEN L            153/55 NORTH FRONT STREET    NEWPORT         PA  17074    62,900.00     62,880.98
  242-01  915   801549833 CRUM RALPH LEE           8088 MINA BIRD DRIVE         BONANZA         OR  97623    42,000.00     41,751.87
  242-01  915   801550104 GOEKE CRAIG L            105 NORTH LINCOLN AVENUE     LEHIGH ACRE     FL  33936    13,000.00     12,859.44
  242-01  915   801550286 ARMWOOD MARION E         308 SOUTH VIRGINA STREET     GOLDSBORO       NC  27530    56,000.00     56,000.00
  242-01  915   801550435 TAVES DAVID J            110 W MILL ST                GENTRYVILLE     IN  47537    38,250.00     38,183.84
  242-01  915   801550971 PIPPINS ROY JR           4409 OLD MILL ROAD           SUFFOLK         VA  23434    54,600.00     54,519.29
  242-01  915   801551078 ANDERSON LUCINDA         318 NEWFIELD AVENUE          BRIDGEPORT      CT  06607    19,200.00     19,025.30
  242-01  915   801551151 24 REALTY TR             148 150 CROSS STREET         LOWELL          MA  01854   175,000.00    175,000.00
  242-01  915   801551292 SHASTEEN GARY G          17 NORTHWEST 7TH TERRACE     GAINESVILLE     FL  32601    78,400.00     78,285.46
  242-01  915   801551326 MEADOWS KERRY S          2408 EAST MAGNOLIA STREET    LAKELAND        FL  33801    12,285.00     12,243.15
  242-01  915   801551631 CZERNIAK RONALD ALEX     28134 THORLEY COURT          SANTA CLARI     CA  91351    82,400.00     82,400.00
  242-01  915   801552126 RANDOLPH NATHANIEL       181 CHARTER OAKS             BOWMAN          SC  29018    52,700.00     52,700.00
  242-01  915   801552308 BRELAND CHARLES J        399 BAILEY FARM ROAD         COTTAGEVILL     SC  29435    33,000.00     32,886.63
  242-01  915   801552399 KAISER RANDALL           7233 MARSHALL RD             DALE            IN  47523    60,000.00     59,780.43
  242-01  915   801552969 SCRUGGS DOLLIE M         595 SOUTH ALTON WAY 12C      DENVER          CO  80231    68,850.00     68,850.00
  242-01  915   801553017 HINCH MARK E             635 JEFFERSON STREET         FALL RIVER      MA  02721    23,400.00     23,187.42
  242-01  915   801553025 COOK PALMA A             536 LOWELL STREET            PITTSBURGH      PA  15206    18,800.00     18,719.10
  242-01  915   801553447 HOUCK CHRISTINA R        1165 STOCKTON                FLINT           MI  48503    21,200.00     21,196.87
  242-01  915   801553454 THIGPEN ANGELA F         2 RT BOX 6203                QUINCY          FL  32333    60,300.00     60,259.05
  242-01  915   801553553 SLISZ ERIC J             2936 SOUTH DRIVE             FRUITLAND P     FL  34731    26,500.00     26,314.39
  242-01  915   801553561 HUGHES JANICE E          2035 WHITEHALL               HARRISBURG      PA  17103    28,500.00     28,447.94
  242-01  915   801553611 FERGUSON BRUCE A         10061 N JENNINGS RD          CLIO            MI  48420    72,000.00     71,865.07
  242-01  915   801553736 FROHN PAUL               7201 HEIBNER AVENUE          HUDSON          FL  34667    15,300.00     15,109.19
  242-01  915   801553900 CABERA SUSAN L           80 SCHOOLHOUSE LANE          EAST BRUNSW     NJ  08816    20,000.00     20,000.00
  242-01  915   801554106 FREDA MICHAEL            20 HALLER DRIVE              CEDAR GROVE     NJ  07009    33,680.00     33,600.57
  242-01  915   801555319 LUCAS RUSSELL            1118 BOYER STREET            RALEIGH         NC  27610    30,800.00     30,800.00
  242-01  915   801555475 STROUD SANDRA K          6272 SPOONBILL DRIVE         NEW PORT RI     FL  34652    49,000.00     49,000.00
  242-01  915   801555483 RIVERA ANA L             146 16 133RD AVENUE          JAMAICA         NY  11436    98,000.00     97,970.36
  242-01  915   801555947 VIA REX M                153 S CHARLOTTE AVENUE       WAYNESBORO      VA  22980    56,700.00     56,417.97
  242-01  915   801556432 260 NEW YORK  AVENUE     260 NEW YORK AVENUE          JERSEY CITY     NJ  07307   210,000.00    210,000.00
  242-01  915   801556754 CADEL LEE                12 WICK ROAD                 EAST BRUNSW     NJ  08816    33,000.00     32,751.81
  242-01  915   801556929 SIAN KENNETH             956 11 MILE                  SANFORD         MI  48657    52,000.00     50,119.21
  242-01  915   801557208 MINUTO FRANK P JR        3809 BROCK STREET            NEW PORT RI     FL  34652    15,312.00     15,041.06
  242-01  915   801557299 WRAY BOBBY               1441 KING ROAD               YORK            SC  29745    34,000.00     33,796.83
  242-01  915   801557315 ADAMS DERINDA L          219 SAVELY DR                HENDERSONVI     TN  37075   118,900.00    118,877.38
  242-01  915   801557331 DAVIS EVELYN             300 WINSTON DRIVE 1408       CLIFFSIDE P     NJ  07010   150,000.00    149,909.82
  242-01  915   801557463 GREVE THOMAS JEFFREY     2524 CONSTITUTION AVE        FORT COLLIN     CO  80526    56,775.00     56,535.65
  242-01  915   801557521 ANDROSKI PAUL            1255 HOLLOWAY ROAD           AUBURNDALE      FL  33823    28,000.00     27,958.03
  242-01  915   801557547 FIEL JOSEPH              45 BRIGHTON 2ND WALK         BROOKLYN        NY  11235    45,000.00     44,937.89
  242-01  915   801557620 RUSSELL ETHEL M          1709 DELAWARE AVE            PEORIA          IL  61603    35,200.00     35,071.33

             Cut-off Date     First                                       Original   Current     Scheduled
              Companion      Payment      Maturity      Rem       Date       LTV     Mortgage     Payment
  Account     Loan Bal.       Date          Date       Term       Due       Ratio      Rate     Int & Prin
------------------------------------------------------------------------------------------------------------

  801543877         0.00    05/06/1999   04/06/2014    178.16   06/06/99     80.8     10.600         596.68
  801544016         0.00    04/22/1999   03/22/2024    297.67   06/22/99     75.8     12.550         842.45
  801544172         0.00    03/11/1999   02/11/2029    356.38   05/11/99     85.0     10.800         716.99
  801544396         0.00    05/01/1999   04/01/2029    358.00   06/01/99     72.6     11.200         914.26
  801544925         0.00    05/01/1999   04/01/2014    178.00   06/01/99     78.4     13.600         274.04
  801545260         0.00    04/03/1999   03/03/2014    177.04   06/03/99     89.1     11.850         355.98
  801545500         0.00    04/08/1999   03/08/2019    237.21   06/08/99     80.9     11.000         350.94
  801545781         0.00    03/22/1999   02/22/2014    176.75   06/22/99     60.8     11.450         354.16
  801546417         0.00    04/08/1999   03/08/2014    177.21   07/08/99     73.8     11.300         633.79
  801546649         0.00    05/05/1999   04/05/2029    358.13   06/05/99     65.0     12.350         583.24
  801547175         0.00    04/16/1999   03/16/2014    177.47   06/16/99     80.0     10.250         435.98
  801547589         0.00    04/22/1999   03/22/2014    177.67   06/22/99     75.0     14.500         297.00
  801547704         0.00    06/01/1999   05/01/2029    359.00   06/01/99     64.6     12.450       1,306.89
  801547803         0.00    04/01/1999   03/01/2014    177.00   06/01/99     79.1     14.500         489.82
  801548140         0.00    04/12/1999   03/12/2019    237.34   06/12/99     68.7     10.850         168.63
  801548181         0.00    03/08/1999   02/08/2014    176.28   06/08/99     89.9     11.800         506.62
  801548215         0.00    04/08/1999   03/08/2014    177.21   06/08/99     84.9     12.100         241.33
  801548371         0.00    04/08/1999   03/08/2024    297.21   06/08/99     59.5     13.650         294.26
  801548892         0.00    04/15/1999   03/15/2019    237.44   06/15/99     72.4     14.250         676.29
  801548967         0.00    03/18/1999   02/18/2014    176.61   06/18/99     58.7      8.950         376.48
  801549114         0.00    06/03/1999   05/03/2029    359.05   08/03/99     90.0     11.150         511.71
  801549403         0.00    04/10/1999   03/10/2014    177.27   06/10/99     76.7     11.750         634.92
  801549833         0.00    05/01/1999   04/01/2014    178.00   07/01/99     63.1     10.900         474.74
  801550104         0.00    03/24/1999   02/24/2014    176.81   06/24/99     87.2     12.750         162.35
  801550286         0.00    05/01/1999   04/01/2029    358.00   06/01/99     78.8     10.500         512.25
  801550435         0.00    05/01/1999   04/01/2014    178.00   07/01/99     85.0     11.850         389.03
  801550971         0.00    04/15/1999   03/15/2014    177.44   06/15/99     65.0     12.840         597.16
  801551078         0.00    04/04/1999   03/04/2014    177.07   07/04/99     80.0     10.400         211.05
  801551151         0.00    06/01/1999   05/01/2019    239.00   06/01/99     70.0     11.350       1,848.20
  801551292         0.00    04/24/1999   03/24/2014    177.73   06/24/99     80.0     13.730         912.21
  801551326         0.00    05/21/1999   04/21/2014    178.65   06/21/99     75.6     12.750         153.42
  801551631         0.00    06/01/1999   05/01/2019    239.00   06/01/99     80.3     13.400         988.96
  801552126         0.00    06/03/1999   05/03/2029    359.05   06/03/99     85.0     11.750         531.96
  801552308         0.00    04/13/1999   03/23/2024    297.37   06/23/99     75.0     13.600         387.17
  801552399         0.00    04/16/1999   03/16/2014    177.47   06/16/99     64.8      9.600         630.16
  801552969         0.00    06/01/1999   05/01/2014    179.00   06/01/99     85.0      9.900         599.13
  801553017         0.00    05/01/1999   04/01/2019    238.00   07/01/99     79.4     13.600         284.21
  801553025         0.00    05/13/1999   04/13/2019    238.39   06/13/99     80.0     10.250         184.55
  801553447         0.00    04/08/1999   03/08/2029    357.21   06/08/99     81.5     12.600         227.91
  801553454         0.00    05/01/1999   04/01/2029    358.00   07/01/99     88.6     10.900         569.70
  801553553         0.00    05/01/1999   04/01/2014    178.00   07/01/99     65.4      9.900         283.15
  801553561         0.00    03/17/1999   02/17/2014    176.58   06/17/99     60.6     14.650         352.40
  801553611         0.00    03/17/1999   02/17/2014    176.58   06/17/99     64.0     15.250         924.81
  801553736         0.00    04/04/1999   03/04/2009    117.07   06/04/99     85.0     11.250         212.93
  801553900         0.00    03/12/1999   02/12/2014    176.42   05/12/99     61.3     12.000         240.03
  801554106         0.00    05/21/1999   04/21/2014    178.65   06/21/99     85.8     12.750         420.61
  801555319         0.00    04/01/1999   03/01/2019    237.00   06/01/99     70.0     11.700         332.72
  801555475         0.00    04/19/1999   03/19/2014    177.57   06/19/99     85.8     10.150         435.45
  801555483         0.00    03/10/1999   02/10/2029    356.35   05/10/99     70.0     11.750         989.22
  801555947         0.00    03/26/1999   02/26/2019    236.88   06/26/99     90.0     10.450         564.18
  801556432         0.00    06/01/1999   05/01/2014    179.00   06/01/99     70.0     11.100       2,400.06
  801556754         0.00    04/15/1999   03/15/2014    177.44   06/15/99     80.7     11.300         381.32
  801556929         0.00    03/22/1999   02/22/2014    176.75   06/22/99     80.0     10.100         460.18
  801557208         0.00    04/08/1999   03/08/2009    117.21   07/08/99     85.0     12.350         222.79
  801557299         0.00    03/26/1999   02/26/2014    176.88   06/26/99     85.0     13.000         430.19
  801557315         0.00    05/09/1999   04/09/2014    178.26   06/09/99     89.9     10.900       1,123.34
  801557331         0.00    03/16/1999   02/16/2014    176.55   06/16/99     62.5     11.800       1,519.87
  801557463         0.00    05/01/1999   04/01/2019    238.00   07/01/99     80.0     12.850         659.10
  801557521         0.00    04/08/1999   03/08/2014    177.21   06/08/99     70.0     13.600         365.39
  801557547         0.00    05/13/1999   04/13/2029    358.39   06/13/99     59.6     10.500         411.63
  801557620         0.00    04/19/1999   03/19/2029    357.57   06/19/99     80.0     13.350         399.03


ALLIANCE FUNDING                                            Sale Schedule - Group 1
A division of Superior Bank FSB         1999-2 Initial Pool of Fixed Rate Mortgages - Settlement 6/24/99            Page 1   6/30/99

                                                                                                           Principal   Cut-off Date
                                                                                                     Zip   Balance at    Principal
Pool ID   Inv   Account      Name                     Address                      City       State Code  Origination     Balance
------------------------------------------------------------------------------------------------------------------------------------

  242-01  915   801557836 STAMM TROY L             6478 WEBB DRIVE              FLINT           MI  48506    59,100.00     58,895.48
  242-01  915   801557893 COOPERMAN GREGORY D      510 13TH AVENUE              IDAHO SPRIN     CO  80452    27,850.00     27,664.04
  242-01  915   801558123 VAN AUSDLE BETH A        3283 GARFIELD AVENUE         ALAMEDA         CA  94501    28,250.00     28,250.00
  242-01  915   801558446 BROWN BARBARA            17000 NOVAK DRIVE            HAZELCREST      IL  60429    39,200.00     39,071.88
  242-01  915   801558511 FANCY DEAN B             3 5 GAGNE STREET             ROCHESTER       NH  03862    66,055.00     66,055.00
  242-01  915   801558594 ROBINSON MARYANN         1028 ARBORETUM ROAD          WYNCOTE         PA  19095    55,000.00     54,888.15
  242-01  915   801558610 KING ROSEMARY M          455 17TH STREET              BROOKLYN        NY  11215    80,000.00     79,909.47
  242-01  915   801558636 KELLER PAUL S            RD 12 ELHAM DRIVE            YORK            PA  17406    70,750.00     70,688.65
  242-01  915   801558644 WITMER SHANNON           632 OCEAN AVENUE             LANCASTER       PA  17603    51,000.00     51,000.00
  242-01  915   801558743 FISHER RONALD P          13 LAMB ROAD                 JACKSON CEN     PA  16133    28,125.00     28,093.32
  242-01  915   801559105 PIPES CYNTHIA L          1305 JEFFORDS STREET         CLEARWATER      FL  33756    52,400.00     52,398.37
  242-01  915   801559212 WILLIAMS KIM             1850 SEAFAN CIRCLE           NORTH FORT      FL  33903   136,000.00    135,785.59
  242-01  915   801559303 TONKS KENNETH G          2 SUNSET STREET              BRANCHBURG      NJ  08876    22,000.00     21,947.34
  242-01  915   801559436 ROBERTS TONY             511 NORTH MOUNT STREET       FRANKLIN        MD  21223    31,000.00     31,000.00
  242-01  915   801559642 BOCIAN SCOTT A           1431 MEADE STREET            SHILLINGTON     PA  19607    30,000.00     29,944.16
  242-01  915   801559774 MONTGOMERY ELIZABETH     5744 NORTH LAMBERT STREET    PHILADELPHI     PA  19138    42,500.00     42,500.00
  242-01  915   801559873 COWART DANNY KENNETH     4385 HYDE ROAD               CUMMING         GA  30040    55,250.00     55,026.15
  242-01  915   801560087 HARTNEY GALE I           9985 SOUTHEAST 169TH LANE    SUMMERFIELD     FL  34491    21,250.00     20,805.86
  242-01  915   801560582 GORNIE SHARON L          6 MAHOPAC GARDENS            MAHOPAC         NY  10541    26,750.00     26,750.00
  242-01  915   801560715 BURROW DONNIE            8600 JAMES DRIVE             ALVARADO        TX  76009    31,425.00     31,418.94
  242-01  915   801560921 POTVIN ANTHONY J         353 GLEN HILLS ROAD          MERIDEN         CT  06451    24,600.00     24,499.42
  242-01  915   801560970 BROWN LESTER             RT 3 BOX171-B                ANDREWS         SC  29510    34,000.00     34,000.00
  242-01  915   801561523 CARDUCCI PHILIP          35 WHIPPLE WAY               ALTAMONT        NY  12009    18,250.00     18,154.48
  242-01  915   801561747 DINUNZIO DOMENIC         19 LAVAL STREET              WATERBURY       CT  06704   105,000.00    104,956.93
  242-01  915   801561937 DEFILIPPO THOMAS         6459 6461 MAIN STREET        TRUMBULL        CT  06611   168,000.00    167,696.73
  242-01  915   801562067 KLUTTZ WALTER            275 NOEL ROAD                ORANGE PARK     FL  32073    44,640.00     44,640.00
  242-01  915   801562117 WEATHERLY ROGER A        1170 CRAIG RD                SUMTER          SC  29153    70,550.00     70,431.71
  242-01  915   801562125 JACKSON FRANCIS P        22916 MT EPHRAIM ROAD        DICKERSON       MD  20842   128,000.00    127,057.71
  242-01  915   801562182 TAYLOR ROGER L           28 SAM YOUNG ROAD            OXFORD          NC  27565    89,600.00     89,600.00
  242-01  915   801562331 BRUNO MARYANN            44 PARKSIDE ROAD             BEDMINSTER      NJ  07921    19,100.00     19,051.63
  242-01  915   801562455 GARNES TERESA            1676 LINCOLN HILL DR         POMEROY         OH  45769    32,000.00     32,000.00
  242-01  915   801562653 MCCELLAN KIM             344 N 4TH ST                 MIDDLEPORT      OH  45760    34,000.00     34,000.00
  242-01  915   801562950 GRIMSHAW RICHARD         2262 CENTURY AVENUE          RIVERSIDE       CA  92506    51,000.00     51,000.00
  242-01  915   801562968 GRENIER MICHAEL J        12438 WYE BOULEVARD SW       PORT ORCHAR     WA  98367    14,600.00     14,600.00
  242-01  915   801563404 MOHL MELISSA J           804 WEST RACE STREET         POTTSVILLE      PA  17901    10,400.00     10,400.00
  242-01  915   801563511 LAURA PATRICIA A         17446 WINSTON                DETROIT         MI  48219    34,000.00     33,993.44
  242-01  915   801563594 DESEAR BEVERLY C         431 43RD STREET BOULEVARD    PALMETTO        FL  34221    19,000.00     18,821.84
  242-01  915   801563735 ROCHETTI SANDRA          21 LAURA DRIVE               MONSEY          NY  10952    28,000.00     27,813.58
  242-01  915   801564170 WILKLOW NEAL             6359 GUN CLUB ROAD           ALTAMONT        NY  12009    42,000.00     41,839.88
  242-01  915   801564295 CLOUM RONALD             6665 MILLER RD               WHITTEMORE      MI  48770    39,000.00     38,698.74
  242-01  915   801564303 ROSE WILLIAM             207 NORTH BOND STREET        SCOTTSBURG      IN  47170    54,000.00     54,000.00
  242-01  915   801564477 ROSSERO ROBERT P         286 MAPLEWOOD ROAD           HUNTINGTON      NY  11746    22,700.00     22,592.28
  242-01  915   801564972 EPPERSON PAUL D          301 WALLER ROAD              HURT            VA  24563    41,650.00     41,650.00
  242-01  915   801565060 PAYNE JEFFREY L          1356 SOUTH ELM STREET        DENVER          CO  80222    11,100.00     10,775.30
  242-01  915   801565128 HEFLIN CEDRIC H          10504 HIGHWAY 613            PASCAGOULA      MS  39581    30,000.00     30,000.00
  242-01  915   801565235 ANDERSON GENE T          1369 CALIFORNIA AVENUE       COOS BAY        OR  97420    15,807.00     15,717.54
  242-01  915   801565565 SWANN L ERIC             120 FULTON STREET UNIT 3A    BOSTON          MA  02109    77,600.00     77,362.51
  242-01  915   801565615 LANE MONISE              3404 SOUTH PERRY PARK ROAD   SEDALIA         CO  80135   100,000.00    100,000.00
  242-01  915   801565664 GUNTER SAMANTHA          7009 NORTH ORLEANS AVENUE    TAMPA           FL  33604    12,260.00     12,207.00
  242-01  915   801565771 PHAM DUYEN A             9815 WALNUT 211 H            DALLAS          TX  75243    34,000.00     34,000.00
  242-01  915   801566324 KROFT WILLIAM A          5205 ALLEN ROAD              ZEPHYRHILLS     FL  33541    42,000.00     41,844.10
  242-01  915   801566597 VERNET GILBERT C         260 NORTH HIGH POINT BOULE   BOYNTON BEA     FL  33435    37,800.00     37,612.16
  242-01  915   801566779 DEAN VINCENT A           RD 5 BOX 34                  TYRONE          PA  16686    29,900.00     29,718.15
  242-01  915   801566795 FOSTER ROBERT E          145 JACK NICKLAUS LANE       DAVENPORT       FL  33837    46,400.00     46,332.56
  242-01  915   801566944 WALKER HENRY JR          709 JOHNSON ST               LANSING         MI  48906    39,000.00     38,941.35
  242-01  915   801567140 HALEY LEE A JR           2908 LANTANA LAKES DRIVE E   JACKSONVILL     FL  32246    35,950.00     35,913.63
  242-01  915   801567199 KOO LOONG SANG           10162 NICOLLS AVENUE         FLUSHING        NY  11368    30,000.00     29,751.32
  242-01  915   801567306 HALL FREDERICK L         802 SECOND STREET            UNION BEACH     NJ  07735    80,500.00     80,500.00
  242-01  915   801567371 LONG ALLEN EDWARD II     425 BEECH STREET             GASTONIA        NC  28052    69,600.00     69,523.81
  242-01  915   801567496 FRALICK JEFFREY          2010 SAMONTEE ROAD           JACKSONVILL     FL  32211    78,200.00     78,200.00
  242-01  915   801568080 ANTHONY SUSAN            41 MIRY BROOK ROAD           HAMILTON SQ     NJ  08690    50,400.00     50,400.00

             Cut-off Date     First                                       Original   Current     Scheduled
              Companion      Payment      Maturity      Rem       Date       LTV     Mortgage     Payment
  Account     Loan Bal.       Date          Date       Term       Due       Ratio      Rate     Int & Prin
------------------------------------------------------------------------------------------------------------

  801557836         0.00    05/01/1999   04/01/2029    358.00   07/01/99     64.9     14.490         723.24
  801557893         0.00    05/01/1999   04/01/2014    178.00   07/01/99     84.9     11.600         327.11
  801558123         0.00    06/01/1999   05/01/2014    179.00   06/01/99     85.0     11.600         331.81
  801558446         0.00    04/03/1999   03/03/2014    177.04   06/03/99     80.0     12.100         472.99
  801558511         0.00    04/01/1999   03/01/2014    177.00   06/01/99     89.9     11.550         656.66
  801558594         0.00    04/24/1999   03/24/2019    237.73   06/24/99     64.9      9.500         512.67
  801558610         0.00    05/07/1999   04/07/2014    178.19   06/07/99     44.4     13.190         896.86
  801558636         0.00    05/14/1999   04/14/2014    178.42   06/14/99     58.9      9.400         589.75
  801558644         0.00    05/28/1999   04/28/2014    178.88   05/28/99     85.0     12.350         538.37
  801558743         0.00    05/01/1999   04/01/2014    178.00   06/01/99     75.0     13.600         367.02
  801559105         0.00    04/01/1999   03/01/2029    357.00   06/01/99     80.0     12.850         573.51
  801559212         0.00    04/15/1999   03/15/2014    177.44   06/15/99     85.0      8.870       1,081.59
  801559303         0.00    03/18/1999   02/18/2014    176.61   06/18/99     73.4     12.500         271.15
  801559436         0.00    04/02/1999   03/02/2029    357.01   06/02/99     73.8     11.850         315.30
  801559642         0.00    05/12/1999   04/12/2014    178.36   06/12/99     51.3     10.450         330.69
  801559774         0.00    04/22/1999   03/22/2014    177.67   06/22/99     85.0     11.000         404.74
  801559873         0.00    04/01/1999   03/01/2019    237.00   07/01/99     85.0     12.250         618.01
  801560087         0.00    06/03/1999   05/03/2009    119.05   08/03/99     85.0     10.750         289.72
  801560582         0.00    06/01/1999   05/01/2014    179.00   06/01/99     83.6     11.600         266.95
  801560715         0.00    05/01/1999   04/01/2019    238.00   06/01/99     75.0     11.850         342.74
  801560921         0.00    04/16/1999   03/16/2019    237.47   06/16/99     83.1     11.850         268.30
  801560970         0.00    05/14/1999   04/14/2024    298.42   06/14/99     75.5     10.400         318.60
  801561523         0.00    03/24/1999   02/24/2014    176.81   06/24/99     85.0     12.500         224.94
  801561747         0.00    05/01/1999   04/01/2024    298.00   06/01/99     70.0     13.450       1,219.94
  801561937         0.00    03/12/1999   02/12/2014    176.42   06/12/99     80.0     13.050       1,864.98
  801562067         0.00    04/08/1999   03/08/2029    357.21   06/08/99     90.0     10.650         413.35
  801562117         0.00    04/09/1999   03/09/2029    357.24   06/09/99     85.0      9.900         613.92
  801562125         0.00    03/17/1999   02/17/2014    176.58   06/17/99     80.0      9.850       1,363.77
  801562182         0.00    04/08/1999   03/08/2029    357.21   06/08/99     80.0     11.400         880.48
  801562331         0.00    05/01/1999   04/01/2019    238.00   06/01/99     84.9      9.900         183.06
  801562455         0.00    04/05/1999   03/05/2029    357.11   06/05/99     80.0     13.350         362.76
  801562653         0.00    05/01/1999   04/01/2029    358.00   06/01/99     64.1     10.350         307.20
  801562950         0.00    05/01/1999   04/01/2014    178.00   06/01/99     71.7      9.650         434.43
  801562968         0.00    05/01/1999   04/01/2014    178.00   06/01/99     80.0     13.600         190.53
  801563404         0.00    05/12/1999   04/12/2014    178.36   06/12/99     65.0     11.850         123.82
  801563511         0.00    04/01/1999   03/01/2014    177.00   06/01/99     44.1     13.750         396.14
  801563594         0.00    03/26/1999   02/26/2019    236.88   06/26/99     63.0     12.400         214.53
  801563735         0.00    04/16/1999   03/16/2014    177.47   06/16/99     89.9     10.900         264.54
  801564170         0.00    04/08/1999   03/08/2014    177.21   06/08/99     46.1     10.900         474.74
  801564295         0.00    03/23/1999   02/23/2029    356.78   06/23/99     75.0     14.000         462.10
  801564303         0.00    04/15/1999   03/15/2014    177.44   05/15/99     75.0     10.450         491.94
  801564477         0.00    04/17/1999   03/17/2014    177.50   06/17/99     84.2     12.750         283.49
  801564972         0.00    06/17/1999   05/17/2014    179.51   06/17/99     85.0      9.250         428.66
  801565060         0.00    04/01/1999   03/01/2019    237.00   08/01/99     84.9     12.600         126.89
  801565128         0.00    06/01/1999   05/01/2014    179.00   06/01/99     69.7      9.500         313.27
  801565235         0.00    06/01/1999   05/01/2014    179.00   07/01/99     75.7     10.850         148.74
  801565565         0.00    03/18/1999   02/18/2014    176.61   06/18/99     84.9     12.550         958.97
  801565615         0.00    05/01/1999   04/01/2014    178.00   06/01/99     53.3     11.500         990.29
  801565664         0.00    04/16/1999   03/16/2014    177.47   06/16/99     80.0     12.950         154.72
  801565771         0.00    05/01/1999   04/01/2029    358.00   06/01/99     80.0     11.350         332.81
  801566324         0.00    05/12/1999   04/12/2019    238.36   06/12/99     80.0     11.250         440.69
  801566597         0.00    05/01/1999   04/01/2014    178.00   07/01/99     84.9      9.650         398.15
  801566779         0.00    04/23/1999   03/23/2014    177.70   06/23/99     65.0     10.650         276.87
  801566795         0.00    05/13/1999   04/13/2019    238.39   06/13/99     80.0      9.900         444.70
  801566944         0.00    04/01/1999   03/01/2014    177.00   06/01/99     75.0     12.000         401.16
  801567140         0.00    04/12/1999   03/12/2019    237.34   06/12/99     79.0     12.950         419.90
  801567199         0.00    04/08/1999   03/08/2009    117.21   06/08/99     64.5     10.100         398.12
  801567306         0.00    06/11/1999   05/11/2014    179.31   06/11/99     70.0     11.200         778.81
  801567371         0.00    05/19/1999   04/19/2029    358.59   06/19/99     88.3     10.400         631.46
  801567496         0.00    04/15/1999   03/15/2014    177.44   06/15/99     85.0     11.850         795.36
  801568080         0.00    04/02/1999   03/02/2019    237.01   05/02/99     79.9     13.350         603.09


ALLIANCE FUNDING                                            Sale Schedule - Group 1
A division of Superior Bank FSB         1999-2 Initial Pool of Fixed Rate Mortgages - Settlement 6/24/99            Page 2   6/30/99

                                                                                                           Principal   Cut-off Date
                                                                                                     Zip   Balance at    Principal
Pool ID   Inv   Account      Name                     Address                      City       State Code  Origination     Balance
------------------------------------------------------------------------------------------------------------------------------------

  242-01  915   801568296 BURFORD LUELLA M         18 WOOD STREET               NATRONA         PA  15065    28,000.00     28,000.00
  242-01  915   801568635 KLINGES CRAIG            10 CHERRYHILL ROAD           TUNKHANNOCK     PA  18657    35,200.00     35,200.00
  242-01  915   801568684 STANIEWICZ JOAN B        808 TRIMBLE ROAD             JOPPA           MD  21085   112,000.00    111,088.39
  242-01  915   801568932 DELGIORNO SHEILA         184 FAHY AVENUE              STATEN ISLA     NY  10314    95,000.00     95,000.00
  242-01  915   801569492 BYRNE XAVIER             5225 SOUTHWEST 163RD AVE     OCALA           FL  34481    13,800.00     13,252.50
  242-01  915   801569690 ALLEE SANGCHAN           5265 TIMUCUA CIRCLE          ST AUGUSTIN     FL  32286    43,050.00     43,017.16
  242-01  915   801570409 WATSON GLENDA            5624 S WINCHESTER AVE        CHICAGO         IL  60636    80,000.00     79,800.40
  242-01  915   801570425 JAMERSON RANDY S         RTE 5 BOX 540                SCOTTSVILLE     VA  24590    66,300.00     65,599.48
  242-01  915   801570466 JACKSON VICKI            10920 EAST DAISY HILL RD     BORDEN          IN  47120    26,000.00     25,847.12
  242-01  915   801570664 ROBERTS RODNEY D         2250 E CENTRAL MILLER CREE   PRICE           UT  84501    11,100.00     10,799.63
  242-01  915   801570706 BESSEY ERIC              510 GOLD COURT               AYNOR           SC  29511    82,500.00     82,500.00
  242-01  915   801570870 FAILING JEFFREY G        121 CENTRAL PARKWAY          MERRICK         NY  11566    74,750.00     74,300.91
  242-01  915   801570920 SUCH JOSEPH S            95 PUTNAM PIKE               CHEPACHET       RI  02814    10,000.00      9,973.84
  242-01  915   801570961 WALK RENE M              1536 E TABOR STREET          INDIANAPOLI     IN  46203    52,275.00     52,248.64
  242-01  915   801571068 ROSS LEONARD C           6400 S COUNTY RD 525 WEST    COMMISKEY       IN  47227    25,000.00     24,851.49
  242-01  915   801571175 BELLAFIORE BENJAMIN E    23 SNYDER STREET             PATCHOGUE       NY  11772    40,800.00     40,519.17
  242-01  915   801571803 THOMPSON RONNIE D        PO 324 334 ANDERSON ST       SANBORN         IN  47578    12,000.00     11,974.21
  242-01  915   801572470 HOLZHAUSEN VANIA         1950 SUNRISE DRIVE           MERRITT ISL     FL  32952    80,000.00     79,799.42
  242-01  915   801572652 LUZOD LAWRENCE G         809 STANLEY COURT            ROYAL OAK       MI  48067    33,590.00     33,496.06
  242-01  915   801572751 HICKMAN VICKI            4954 PONDVIEW LOOP           MARIANNA        FL  32446    70,000.00     69,918.72
  242-01  915   801573072 SELPH JUDITH C           1378 REGAL OAKS LANE         CLOVER          SC  29710    30,000.00     29,867.54
  242-01  915   801573247 DINICOLA VICTOR R        49 JENNIFER LANE             ASTON           PA  19014   135,200.00    132,868.82
  242-01  915   801573742 SMITH ALICE              15598 WABASH                 DETROIT         MI  48238    31,500.00     31,497.28
  242-01  915   801573767 STEWART JOHN E           6607 IKE SMITH ROAD          PLANT CITY      FL  33565    37,500.00     37,453.34
  242-01  915   801573833 CAUDLE CHARLES C         7897 WHITE OAK ROAD          GARNER          NC  27529    43,500.00     43,347.80
  242-01  915   801574005 BLANDINO RAMON           428 ADELAIDE AVENUE          PROVIDENCE      RI  02910    66,600.00     66,433.02
  242-01  915   801574526 ABDERRAHIM FRANK         204 EAST LINDSLEY ROAD       CEDAR GROVE     NJ  07009    75,000.00     74,863.25
  242-01  915   801574625 STEVENSON MITCHELL       1924 HOUSTON STREET          INDIANAPOLI     IN  46218    18,900.00     18,831.91
  242-01  915   801574849 HIMES JEFFREY R          4082 NORTH MITCHUM POINT     CRYSTAL RIV     FL  34428    36,800.00     36,619.20
  242-01  915   801574906 GILLIHAN KIM K           2626 LAKEVIEW DRIVE          GREENCASTLE     IN  46135    53,550.00     53,550.00
  242-01  915   801575143 LICEA FRANCISCO M        2051 SOUTH FORREST AVENUE    TUCSON          AZ  85713    35,760.00     35,760.00
  242-01  915   801575168 BURNETT JERRY            307 OLD BUNCOMBE ROAD        UNION           SC  29379    50,250.00     50,230.41
  242-01  915   801575176 WICKER BENNY C           3866 ANDERS ROAD             CARYVILLE       FL  32427    37,050.00     37,013.30
  242-01  915   801575499 ALEXANDRA JOEL           141 LITTLE BROOK DR          T0BACCOVILL     NC  27050    63,000.00     62,816.84
  242-01  915   801575515 LOTZ AARON C             615 CABALLO ROAD             CARLSBAD        NM  88220    37,100.00     37,100.00
  242-01  915   801575556 DESPAIN LYNETTE H        3253 E LITTLE COTTONWOOD     SANDY           UT  84092    62,750.00     62,750.00
  242-01  915   801575630 RADZIUS ALEKSANDRA       1729 HOLLINS STREET          BALTIMORE       MD  21223    13,500.00     13,472.65
  242-01  915   801575655 EWING LINDA L            1907 G 70 LANE               DELTA           CO  81416   119,000.00    118,685.03
  242-01  915   801575812 LITTLE DOROTHY           7214 BOELLNER                HAZLEWOOD       MO  63042    13,000.00     13,000.00
  242-01  915   801575903 HALL DALE G              3952 LONGMEADOW WAY          FORT WORTH      TX  76133    54,700.00     53,393.29
  242-01  915   801575937 BROWN LINDA              2826 CAROLINE STREET         INDIANAPOLI     IN  46218    45,600.00     45,600.00
  242-01  915   801576125 MORALES CLARIBEL         1401 NORTH 14TH STREET       READING         PA  19604    58,500.00     58,500.00
  242-01  915   801576232 SCOTT ROBERT             120 INDIANA AVENUE           ATHENS          GA  30605    59,500.00     59,455.73
  242-01  915   801576299 HALABY LOUELLA RUTH      1225 IRVING AVENUE           GLENDALE        CA  91201    74,500.00     74,224.36
  242-01  915   801576315 HILLEY CARL M            954 HARDEMAN FARM ROAD       CARNESVILLE     GA  30521    60,000.00     60,000.00
  242-01  915   801576448 COLEMAN RICHARD L        15638 HOLMES AVE             CLEVELAND       OH  44110    45,900.00     45,850.41
  242-01  915   801576463 ALBERT QUANDRA M         510 LEVY STREET              BISHOPVILLE     SC  29010    68,000.00     68,000.00
  242-01  915   801576471 ZINN SHERRIE             222 WEBSTER STREET           ANDERSON        IN  46012    47,600.00     47,600.00
  242-01  915   801576562 SCATES TRACY             1154 N WINFIELD              INDIANAPOLI     IN  46222    43,200.00     43,200.00
  242-01  915   801576695 LEBOEUF ALTON J          6018 WESTBANK EXPRESSWAY     MARRERO         LA  70072   134,500.00    134,500.00
  242-01  915   801577180 WALLACE DIANE L          5142 FREMONT STREET          JACKSONVILL     FL  32210    42,500.00     42,452.25
  242-01  915   801577321 WILLIAMS LEE EDNA        4003 SPIRES STREET           JACKSONVILL     FL  32209    45,600.00     45,566.47
  242-01  915   801577560 MOHAMMED PEGGY           14829 LAKE TERRACE           ROCKVILLE       MD  20853    40,750.00     40,365.92
  242-01  915   801577669 SCHNEIDER FRED D         307 ALAMOSA DR               KENDLEVILLE     IN  46755    60,800.00     60,800.00
  242-01  915   801577768 STAVARIANOS CHRISTOPHE T 3330 W EVERGREEN             CHICAGO         IL  60612    34,600.00     34,600.00
  242-01  915   801577875 OSTRANDER BRUCE G        58 60 EAST AVENUE            MIDDLETOWN      NY  10940    39,100.00     39,100.00
  242-01  915   801577941 PELOSI DEBORAH A         119 45TH AVENUE NORTHEAST    SAINT PETER     FL  33703    32,937.00     32,924.88
  242-01  915   801578006 LEAR JAMES H             116 LAKEVIEW                 STANSBURY P     UT  84074    29,150.00     28,949.19
  242-01  915   801578287 TURNER CALVIN            637 PEARL STREET             MOUNT VERNO     IN  47620    48,000.00     48,000.00
  242-01  915   801578428 EICHNER MARY F           2531 SYLVANIA DRIVE          BETHEL PARK     PA  15102    33,891.00     33,859.32
  242-01  915   801578881 ALUOTTO PETER D          3130 EL DORADO BLVD NOTH     CAPE CORAL      FL  33993    30,000.00     29,479.49

             Cut-off Date     First                                       Original   Current     Scheduled
              Companion      Payment      Maturity      Rem       Date       LTV     Mortgage     Payment
  Account     Loan Bal.       Date          Date       Term       Due       Ratio      Rate     Int & Prin
------------------------------------------------------------------------------------------------------------

  801568296         0.00    04/17/1999   03/17/2029    357.50   05/17/99     80.0     13.350         317.41
  801568635         0.00    05/01/1999   04/01/2014    178.00   06/01/99     80.0     10.900         332.56
  801568684         0.00    04/19/1999   03/19/2014    177.57   07/19/99     80.0      7.750         802.38
  801568932         0.00    04/01/1999   03/01/2014    177.00   06/01/99     64.2     12.500       1,013.90
  801569492         0.00    04/22/1999   03/22/2014    177.67   09/22/99     60.0     12.100         166.51
  801569690         0.00    04/05/1999   03/05/2014    177.11   06/05/99     79.9     12.900         472.86
  801570409         0.00    04/09/1999   03/09/2029    357.24   06/09/99     80.0      9.750         687.32
  801570425         0.00    09/25/1998   08/25/2028    350.79   06/25/99     85.0     11.600         661.63
  801570466         0.00    04/19/1999   03/19/2019    237.57   06/19/99     65.0     11.000         268.37
  801570664         0.00    04/01/1999   03/01/2014    177.00   08/01/99     86.5     12.300         135.37
  801570706         0.00    05/01/1999   04/01/2029    358.00   06/01/99     75.0     15.250       1,059.68
  801570870         0.00    04/09/1999   03/09/2014    177.24   07/09/99     84.9     12.500         797.77
  801570920         0.00    04/15/1999   03/15/2014    177.44   06/15/99     85.0     10.900         113.03
  801570961         0.00    04/11/1999   03/11/2029    357.30   06/11/99     85.0     12.100         541.73
  801571068         0.00    04/08/1999   03/08/2014    177.21   06/08/99     55.5     10.990         284.00
  801571175         0.00    04/16/1999   03/16/2019    237.47   06/16/99     84.9     12.400         460.68
  801571803         0.00    04/05/1999   03/05/2019    237.11   06/05/99     73.6     12.100         132.97
  801572470         0.00    05/02/1999   04/02/2029    358.03   07/02/99     80.0     11.900         816.74
  801572652         0.00    04/01/1999   03/01/2019    237.00   07/01/99     85.9     12.500         381.63
  801572751         0.00    04/23/1999   03/23/2029    357.70   06/23/99     79.9      9.400         583.50
  801573072         0.00    04/17/1999   03/17/2014    177.50   06/17/99     47.6     10.850         338.16
  801573247         0.00    04/03/1999   03/03/2014    177.04   07/03/99     80.0     10.750       1,262.07
  801573742         0.00    04/19/1999   03/19/2029    357.57   05/19/99     75.0     12.100         326.44
  801573767         0.00    05/01/1999   04/01/2014    178.00   06/01/99     75.0      9.750         397.26
  801573833         0.00    04/01/1999   03/01/2014    177.00   06/01/99     75.0     10.900         491.69
  801574005         0.00    04/10/1999   03/10/2014    177.27   06/10/99     90.0     10.900         629.22
  801574526         0.00    04/03/1999   03/03/2019    237.04   06/03/99     79.8     11.750         812.78
  801574625         0.00    04/17/1999   03/17/2014    177.50   06/17/99     60.9     10.150         167.96
  801574849         0.00    04/26/1999   03/26/2014    177.80   06/26/99     80.0      9.750         389.85
  801574906         0.00    05/07/1999   04/07/2019    238.19   06/07/99     85.0     11.500         571.07
  801575143         0.00    06/01/1999   05/01/2014    179.00   06/01/99     80.0     12.400         438.43
  801575168         0.00    04/03/1999   03/03/2014    177.04   06/03/99     75.0     13.600         655.75
  801575176         0.00    05/01/1999   04/01/2024    298.00   07/01/99     65.0     12.100         392.96
  801575499         0.00    04/23/1999   03/23/2029    357.70   06/23/99     75.0     10.500         576.29
  801575515         0.00    05/01/1999   04/01/2019    238.00   06/01/99     70.0     13.100         437.30
  801575556         0.00    05/01/1999   04/01/2029    358.00   06/01/99     33.0      9.750         539.12
  801575630         0.00    04/15/1999   03/15/2014    177.44   06/15/99     84.8     12.650         167.71
  801575655         0.00    05/01/1999   04/01/2029    358.00   07/01/99     84.3      8.500         915.01
  801575812         0.00    03/24/1999   02/24/2029    356.81   05/24/99     24.5     11.750         131.22
  801575903         0.00    05/01/1999   04/01/2029    358.00   07/01/99     80.4     10.875         515.76
  801575937         0.00    04/10/1999   03/10/2014    177.27   06/10/99     80.0     10.600         420.53
  801576125         0.00    05/01/1999   04/01/2029    358.00   06/01/99     90.0     10.650         541.69
  801576232         0.00    05/01/1999   04/01/2014    178.00   07/01/99     81.5     12.350         628.10
  801576299         0.00    05/01/1999   04/01/2019    238.00   07/01/99     74.8     11.100         774.06
  801576315         0.00    04/17/1999   03/17/2029    357.50   06/17/99     80.0     12.000         617.17
  801576448         0.00    04/08/1999   03/08/2014    177.21   06/08/99     90.0     11.650         459.80
  801576463         0.00    06/12/1999   05/12/2014    179.34   06/12/99     85.0     11.000         647.58
  801576471         0.00    04/26/1999   03/26/2029    357.80   05/26/99     85.0     11.750         480.48
  801576562         0.00    05/01/1999   04/01/2029    358.00   06/01/99     78.5     11.500         427.81
  801576695         0.00    06/01/1999   05/01/2019    239.00   06/01/99     64.8     11.750       1,457.59
  801577180         0.00    03/22/1999   02/22/2029    356.75   06/22/99     75.8     13.150         475.12
  801577321         0.00    05/01/1999   04/01/2029    358.00   06/01/99     80.0     12.850         499.09
  801577560         0.00    03/16/1999   02/16/2014    176.55   06/16/99     84.9     12.990         515.32
  801577669         0.00    04/08/1999   03/08/2014    177.21   06/08/99     80.0     14.000         720.41
  801577768         0.00    04/23/1999   03/23/2014    177.70   05/23/99     79.9     12.350         423.08
  801577875         0.00    05/01/1999   04/01/2029    358.00   06/01/99     77.9     12.500         417.30
  801577941         0.00    04/01/1999   03/01/2014    177.00   07/01/99     84.9     13.300         372.09
  801578006         0.00    02/27/1999   01/27/2014    175.89   06/27/99     89.9     12.350         356.44
  801578287         0.00    06/01/1999   05/01/2029    359.00   06/01/99     80.0     12.750         521.61
  801578428         0.00    05/01/1999   04/01/2014    178.00   06/01/99     89.8     10.650         377.79
  801578881         0.00    04/17/1999   03/17/2014    177.50   07/17/99     57.6     10.850         338.16


ALLIANCE FUNDING                                            Sale Schedule - Group 1
A division of Superior Bank FSB         1999-2 Initial Pool of Fixed Rate Mortgages - Settlement 6/24/99            Page 3   6/30/99

                                                                                                           Principal   Cut-off Date
                                                                                                     Zip   Balance at    Principal
Pool ID   Inv   Account      Name                     Address                      City       State Code  Origination     Balance
------------------------------------------------------------------------------------------------------------------------------------

  242-01  915   801578964 MACKEY TONY              1705 HILLSIDE DRIVE          TAMPA           FL  33610    37,000.00     36,920.27
  242-01  915   801579319 JACKSON WILLIAM PAUL     700 BEAR CREEK DRIVE         FORT COLLIN     CO  80526    17,705.00     17,705.00
  242-01  915   801579335 JAIME JENNY I            1419 SAXON AVENUE            BAY SHORE       NY  11706    35,000.00     34,905.94
  242-01  915   801579517 MUZER ALFRED F           11184 WREN ROAD              BROOKSVILLE     FL  34614    54,825.00     54,763.85
  242-01  915   801579806 WARREN CAROL A           6 FIRESIDE COURT             NORWALK         CT  06850   160,900.00    160,900.00
  242-01  915   801579830 GOVAN CARRIE C           3203 E CARACAS ST            TAMPA           FL  33610    31,000.00     30,790.51
  242-01  915   801580226 JOHNSON KATHY            605 WEST OLD CAMDEN ROAD     HARTSVILLE      SC  29550    36,000.00     36,000.00
  242-01  915   801580390 TANCREDI JANE            24 LAKE DRIVE                HAWLEY          PA  18428    63,500.00     63,201.16
  242-01  915   801580523 ROE JESS E               219 94TH STREET NORTHWEST    MARYSVILLE      WA  98271    40,300.00     39,944.28
  242-01  915   801580614 JONES PATRICA            3587 GIVEN                   MEMPHIS         TN  38122    93,600.00     93,600.00
  242-01  915   801580655 BEVERLY JOHN D           14736 ROSEMARY               DETROIT         MI  48213    52,500.00     52,435.39
  242-01  915   801580812 LOPEZ JORGE A            32 46 88TH STREET            JACKSON HEI     NY  11369    82,000.00     82,000.00
  242-01  915   801580887 SAHAI MOHANRAM B         766 EAST 236TH STREET        BRONX           NY  10466    36,590.00     36,483.25
  242-01  915   801580945 ALLEN SUSIE HINES        10 ALLEN BELL ROAD           SOPCHOPPY       FL  32358    32,500.00     32,477.86
  242-01  915   801581216 BARBOUR TYRONE B         1013 WILLIE CRAIG ROAD       BASSETT         VA  24055    29,440.00     29,292.92
  242-01  915   801581315 JACOBSEN DAVID H         325 EAST BENCH ROAD          PANGUITCH       UT  84759    57,000.00     57,000.00
  242-01  915   801581323 BRIGGS GREGORY L         3322 2ND AVENUE WEST         BRADENTON       FL  34205    44,502.00     44,502.00
  242-01  915   801581349 TAKACS WILLIAM           348 MARIA DRIVE              TOMS RIVER      NJ  08153    17,000.00     16,893.08
  242-01  915   801581406 ZIRIMIS JUDY             21 ELBORMAR DRIVE            HUNTINGTON      NY  11743    33,000.00     32,852.36
  242-01  915   801581620 WILEY FOREST             1448 E 123RD ST              CLEVELAND       OH  44106    49,600.00     49,571.56
  242-01  915   801581679 ROBERTS AUSTIN D         948 3RD STREET COURT SW      HICKORY         NC  28601    18,700.00     18,700.00
  242-01  915   801581836 MARSHALL VIRGINIA        100 HIGH ST                  POMEROY         OH  45769    32,000.00     31,987.47
  242-01  915   801581844 LEASE DWIGHT             1101 RICHARD STREET          ELMIRA          NY  14902    29,600.00     29,594.60
  242-01  915   801581976 SALLEE LOREN             12380 BUFFALO TRACE RD       PALMYRA         IN  47164    68,850.00     68,850.00
  242-01  915   801582164 ROBERTS JAMES EDWARD     RT 1 BOX 397                 WAYNESBORO      VA  22980    81,000.00     81,000.00
  242-01  915   801582412 BRIGHT TAMMY M           2350 DEER RUN                LAKELAND        FL  33809    17,000.00     16,933.89
  242-01  915   801582750 COLEMAN ISAIAH           60 ELIJAH CIRCLE             MARTINSVILL     VA  24112    69,600.00     69,572.30
  242-01  915   801583105 HARDY ESAU               14312 GLENDALE AVE           CLEVELAND       OH  44128    57,800.00     57,702.38
  242-01  915   801583618 MURRAY ANDER BARBARA JOAN3800 WESTSIDE AVENUE         LOS ANGELES     CA  90008   160,000.00    159,701.25
  242-01  915   801584152 CALDWELL GARY            428 & 430 E 2ND STREET       JACKSONVILL     FL  32206    36,800.00     36,800.00
  242-01  915   801584244 TROMBETTA JACQUELINE     10 SOUTH 17TH STREET         NEW HYDE PK     NY  11040   122,000.00    122,000.00
  242-01  915   801584251 GREENE JACK M            12514 TWISTED OAK DRIVE      TAMPA           FL  33624    17,500.00     17,339.03
  242-01  915   801584327 BAGLIO ELLEN S           327 RIUNITE CIRCLE           WINTER SPRI     FL  32708    21,376.00     21,286.38
  242-01  915   801584970 MULLINS DAVID D          7258 SOUTHEAST 119TH PLACE   BELLEVIEW       FL  34420    12,247.00     12,247.00
  242-01  915   801585357 COLON CARMEN GLADYS      2035 NORTHWEST 133RD ST      MIAMI           FL  33167    34,000.00     33,925.96
  242-01  915   801585522 WINGATE RAYMOND          509 GAY STREET               CAMBRIDGE       MD  21613    29,250.00     29,169.72
  242-01  915   801585571 MCCULLOCH MICHAEL L      501 BROWN AVENUE             FT COLLINS      CO  80525    60,000.00     59,750.02
  242-01  915   801585589 WHITMIRE LINDA           180 LAWSON ROAD              CLEVELAND       GA  30528    47,944.00     47,550.97
  242-01  915   801585647 MARTIN ROY ALBERT        4 RT BOX 4325                MONTICELLO      FL  32344   106,250.00    106,069.49
  242-01  915   801585662 JABBOUR NAJI             335 FOREST DRIVE             PALMERTON       PA  18071   142,000.00    141,967.16
  242-01  915   801585688 BUNTIN WILLIAM JR        1230 N RURAL                 INDIANAPOLI     IN  46201    28,900.00     28,900.00
  242-01  915   801585712 MONTROSE DWAYNE E        906 COTTONWOOD COURT         FORT LUPTON     CO  80621    13,000.00     12,884.50
  242-01  915   801585803 ESPINAL JUAN             21 23 CROYLAND AVENUE        PROVIDENCE      RI  02907    71,100.00     71,100.00
  242-01  915   801585936 MACKEY TONY              1207 EAST OSBORNE AVENUE     TAMPA           FL  33603    50,400.00     50,353.81
  242-01  915   801585985 MCKINNON TONYA VENITA    118 JERMASON ROAD            CARTHAGE        NC  28327    49,300.00     49,210.99
  242-01  915   801586264 SEARS DALE               4630 SOUTHWEST 40TH STREET   HOLLYWOOD       FL  33023    64,800.00     64,800.00
  242-01  915   801586538 BENSON RANDALL E         343 NOBLE STREET             ELMIRA          NY  14901    18,000.00     17,892.81
  242-01  915   801586769 SPENCER SEXTON           7831 SOUTHWEST 10TH COURT    NORTH LAUDE     FL  33068    20,000.00     19,952.52
  242-01  915   801586942 WORSHAM WALTER J         1311 EAST 88TH STREET        CLEVELAND       OH  44106    10,500.00     10,494.99
  242-01  915   801587106 GOLDEN SCOTT             17733 CEDARBROOK DR          WESTFIELD       IN  46074    26,000.00     25,697.16
  242-01  915   801587320 FOXLEY ROGER             1862 NORTH 2000 WEST         OGDEN           UT  84404    18,780.00     18,767.91
  242-01  915   801587437 HOYT DAVID S             11275 GUINN ROAD             JACKSONVILL     FL  32218    44,800.00     44,708.43
  242-01  915   801587577 GRISSOM BEVERLY          16434 FAIRMOUNT              DETROIT         MI  48205    72,000.00     72,000.00
  242-01  915   801587940 STOKES LARRY W           1488 WARBLER DRIVE SE        SALEM           OR  97301    11,750.00     11,717.44
  242-01  915   801588294 WILKINS MARK E           168 CERRO CREST DRIVE        CAMARILLO       CA  93010   116,000.00    116,000.00
  242-01  915   801588310 COLELLO LOUIS            130 COE AVENUE UNIT 81       EAST HAVEN      CT  06512    17,000.00     16,922.19
  242-01  915   801588716 ADAY VICTOR              614 GERRITT STREET           PHILADELPHI     PA  19147    23,940.00     23,846.71
  242-01  915   801588732 SIENKIEWICZ SUZANNE      7 PIN OAK PATH               EAST QUOGUE     NY  11942    25,000.00     24,951.22
  242-01  915   801588955 CARUSO THEODORE L        3265 HILLVIEW ROAD           SPRING GROV     PA  17362    65,700.00     65,700.00
  242-01  915   801589177 FULCHER JACK R           4676 MEMORY LANE             PETERSBURG      IN  47567    40,000.00     39,932.11
  242-01  915   801589482 RISO PETER A             8401 COLONIAL ROAD           BROOKLYN        NY  11209   166,720.00    166,691.35

             Cut-off Date     First                                       Original   Current     Scheduled
              Companion      Payment      Maturity      Rem       Date       LTV     Mortgage     Payment
  Account     Loan Bal.       Date          Date       Term       Due       Ratio      Rate     Int & Prin
------------------------------------------------------------------------------------------------------------

  801578964         0.00    05/17/1999   04/17/2029    358.52   06/17/99     67.2      9.400         308.42
  801579319         0.00    05/01/1999   04/01/2014    178.00   06/01/99     90.0     10.900         200.12
  801579335         0.00    04/08/1999   03/08/2024    297.21   06/08/99     70.0     11.600         358.33
  801579517         0.00    04/22/1999   03/22/2014    177.67   06/22/99     85.0      9.650         467.01
  801579806         0.00    03/18/1999   02/18/2014    176.61   05/18/99     77.9     11.490       1,592.15
  801579830         0.00    04/25/1999   03/25/2019    237.76   06/25/99     62.0     10.600         311.58
  801580226         0.00    05/01/1999   04/01/2024    298.00   06/01/99     80.0     10.150         330.95
  801580390         0.00    06/03/1999   05/03/2009    119.05   07/03/99     84.8     12.500         929.49
  801580523         0.00    06/01/1999   05/01/2014    179.00   07/01/99     35.0     11.450         469.50
  801580614         0.00    04/02/1999   03/02/2029    357.01   05/02/99     80.0     11.350         916.22
  801580655         0.00    04/23/1999   03/23/2029    357.70   06/23/99     75.0     11.350         513.90
  801580812         0.00    04/01/1999   03/01/2014    177.00   06/01/99     84.9     12.500         875.16
  801580887         0.00    04/17/1999   03/17/2014    177.50   06/17/99     80.8     12.900         460.55
  801580945         0.00    05/01/1999   04/01/2014    178.00   06/01/99     65.0     10.540         360.06
  801581216         0.00    05/06/1999   04/06/2019    238.16   07/06/99     80.0     10.990         303.68
  801581315         0.00    05/01/1999   04/01/2029    358.00   06/01/99     60.0     11.700         573.18
  801581323         0.00    04/01/1999   03/01/2014    177.00   06/01/99     85.0     13.900         523.77
  801581349         0.00    03/22/1999   02/22/2014    176.75   06/22/99     85.0     12.750         212.30
  801581406         0.00    03/22/1999   02/22/2019    236.75   06/22/99     54.8     10.990         340.40
  801581620         0.00    04/11/1999   03/11/2029    357.30   06/11/99     80.0     11.600         494.97
  801581679         0.00    04/23/1999   03/23/2029    357.70   06/23/99     85.0     12.600         201.03
  801581836         0.00    05/01/1999   04/01/2029    358.00   07/01/99     80.0     13.100         356.49
  801581844         0.00    04/01/1999   03/01/2014    177.00   06/01/99     80.0     13.990         350.49
  801581976         0.00    05/20/1999   04/20/2029    358.62   06/20/99     85.0     10.400         624.66
  801582164         0.00    05/01/1999   04/01/2029    358.00   06/01/99     87.0     10.700         753.08
  801582412         0.00    04/08/1999   03/08/2009    117.21   05/08/99     32.6     11.600         239.99
  801582750         0.00    06/03/1999   05/03/2029    359.05   08/03/99     80.0     13.000         769.91
  801583105         0.00    04/11/1999   03/11/2029    357.30   06/11/99     85.0     11.750         583.44
  801583618         0.00    05/01/1999   04/01/2029    358.00   07/01/99     78.0      8.500       1,230.26
  801584152         0.00    05/08/1999   04/08/2029    358.22   06/08/99     80.0     12.350         388.47
  801584244         0.00    07/01/1999   06/01/2014    180.00   07/01/99     84.9     11.850       1,240.84
  801584251         0.00    04/26/1999   03/26/2014    177.80   06/26/99     89.6     11.100         200.00
  801584327         0.00    04/17/1999   03/17/2014    177.50   06/17/99     89.9     11.400         248.35
  801584970         0.00    06/07/1999   05/07/2014    179.18   06/07/99     79.8     13.600         159.82
  801585357         0.00    04/22/1999   03/22/2014    177.67   06/22/99     85.0     11.850         345.81
  801585522         0.00    03/12/1999   02/12/2019    236.42   06/12/99     60.9     13.990         363.52
  801585571         0.00    05/01/1999   04/01/2029    358.00   06/01/99     47.6      8.400         457.10
  801585589         0.00    04/22/1999   03/22/2024    297.67   06/22/99     66.5      9.750         427.25
  801585647         0.00    05/28/1999   04/28/2029    358.88   06/28/99     85.0     11.250       1,031.97
  801585662         0.00    04/01/1999   03/01/2014    177.00   06/01/99     80.0     12.950       1,565.25
  801585688         0.00    04/12/1999   03/12/2029    357.34   06/12/99     85.0     12.600         310.68
  801585712         0.00    05/01/1999   04/01/2014    178.00   07/01/99     78.0     10.250         141.69
  801585803         0.00    05/09/1999   04/09/2014    178.26   06/09/99     90.0     10.900         671.73
  801585936         0.00    04/24/1999   03/24/2029    357.73   06/24/99     80.0      9.650         429.32
  801585985         0.00    05/12/1999   04/12/2019    238.36   06/12/99     85.0     12.000         542.84
  801586264         0.00    04/17/1999   03/17/2014    177.50   05/17/99     90.0     10.400         587.91
  801586538         0.00    05/01/1999   04/01/2014    178.00   06/01/99     76.1     11.100         205.72
  801586769         0.00    05/06/1999   04/06/2014    178.16   06/06/99     87.4     11.750         201.88
  801586942         0.00    05/16/1999   04/16/2029    358.49   07/16/99     75.0     12.350         110.84
  801587106         0.00    04/19/1999   03/19/2009    117.57   06/19/99     89.9     11.900         371.53
  801587320         0.00    05/01/1999   04/01/2014    178.00   07/01/99     89.8     11.150         180.98
  801587437         0.00    05/26/1999   04/26/2024    298.82   06/26/99     80.0     10.750         431.02
  801587577         0.00    05/02/1999   04/02/2029    358.03   05/02/99     80.0     13.800         841.73
  801587940         0.00    05/01/1999   04/01/2019    238.00   06/01/99     90.0     11.400         124.50
  801588294         0.00    05/01/1999   04/01/2019    238.00   06/01/99     78.4     12.700       1,334.31
  801588310         0.00    04/03/1999   03/03/2014    177.04   06/03/99     85.0     12.550         182.09
  801588716         0.00    06/01/1999   05/01/2014    179.00   07/01/99     90.0     10.000         257.26
  801588732         0.00    04/24/1999   03/24/2019    237.73   06/24/99     77.2     12.100         277.02
  801588955         0.00    04/15/1999   03/15/2029    357.44   06/15/99     45.0     10.850         618.24
  801589177         0.00    05/05/1999   04/05/2014    178.13   06/05/99     71.7     11.100         457.15
  801589482         0.00    04/11/1999   03/11/2014    177.30   06/11/99     74.8     14.250       2,008.45


ALLIANCE FUNDING                                            Sale Schedule - Group 1
A division of Superior Bank FSB         1999-2 Initial Pool of Fixed Rate Mortgages - Settlement 6/24/99            Page 4   6/30/99

                                                                                                           Principal   Cut-off Date
                                                                                                     Zip   Balance at    Principal
Pool ID   Inv   Account      Name                     Address                      City       State Code  Origination     Balance
------------------------------------------------------------------------------------------------------------------------------------

  242-01  915   801589607 HART KEVIN S             3270 WILLIS ROAD             MULBERRY        FL  33860    85,500.00     85,500.00
  242-01  915   801589797 BAYONA KEVIN D           415 DRY CREEK LANE           WINTERS         CA  95694    20,500.00     20,435.22
  242-01  915   801589854 MARTIN MARC              142 GRANT STREET             BRIDGEPORT      CT  06610    90,000.00     89,828.02
  242-01  915   801589979 PREVOST ROBERT M         497 OLD TOLLAND TURNPIKE     COVENTRY        CT  06238    22,000.00     22,000.00
  242-01  915   801590159 BORING DUANE E           88 BUENA VISTA STREET        NEWARK          OH  43055   104,000.00    103,964.97
  242-01  915   801590183 SMITH SARAH              2871 SOMERSET DR UNIT 414    FT LAUDERDA     FL  33313    24,500.00     24,500.00
  242-01  915   801590209 SCHMIDT RUDHART          BOX 51 BIG BEAR LANE         EAST STROUD     PA  18301    87,000.00     87,000.00
  242-01  915   801590449 GIOIELLI ROBERT M        523 LYNN STREET              STATEN ISLA     NY  10306    15,000.00     14,788.69
  242-01  915   801590696 SCHULMEISTER RANDALL J   39240 WILLOW LANE            ANTIOCH         IL  60002    43,500.00     43,275.59
  242-01  915   801590969 NEWMAN WAYNE J           1 TRAINOR DRIVE              MILTON          NH  03851   116,800.00    116,800.00
  242-01  915   801591306 D URSO MICHAEL J         320 CEDAR SWAMP ROAD         GLEN HEAD       NY  11545   150,000.00    150,000.00
  242-01  915   801591959 MENA CORY                1060 WEST CAMINO AL CIELO    PUEBLO          CO  81007    29,200.00     29,200.00
  242-01  915   801592007 SHEEHAN JOSEPH F         356 CHESTNUT HILL ROAD       SOUTH KINGS     RI  02879    67,000.00     66,907.62
  242-01  915   801592031 DODD CATHERINE           112 C ANGEL DRIVE            WATERBURY       CT  06704    22,425.00     22,344.03
  242-01  915   801592239 LIVENGOOD THOMAS E       59 HIGH STREET               FAIRCHANCE      PA  15436    20,000.00     19,958.64
  242-01  915   801592312 PHELAN KIMBERLY          2 MAIN STREET                LOCUSTDALE      PA  17945    25,000.00     24,762.14
  242-01  915   801592882 DONIGER MELVIN D         150 TURKEY ROOST ROAD        MONROE          CT  06468    22,000.00     21,883.22
  242-01  915   801593013 HOFMANN THOMAS K         1838 EAST KNIGHT STREET      BRAZIL          IN  47834    19,550.00     19,486.31
  242-01  915   801593211 MCKINNEY BRYON           957 959 PARKWAY RD           CLEVELAND       OH  44108    64,000.00     64,000.00
  242-01  915   801593666 ROTHE KEVIN D            800 WEST 1020 SOUTH          PROVO           UT  84601    25,000.00     25,000.00
  242-01  915   801593765 KOHLER ADAM F SR         450 PLEASANT HILL ROAD       WRIGHTSVILL     PA  17368    30,500.00     30,186.29
  242-01  915   801593823 MYERS HAROLD C           231 PROSPECT STREET          YORK            PA  17403    28,900.00     28,856.88
  242-01  915   801593831 MYERS HAROLD C           549 SOUTH QUEEN STREET       YORK            PA  17403    26,250.00     26,247.21
  242-01  915   801593864 KRISTICH ANDREW J        7860 SUNSET DRIVE            HARRISBURG      PA  17112    43,095.00     42,787.58
  242-01  915   801593989 PROPERTIES EMPIRE        85 WEBSTER STREET            BROCKTON        MA  02402   192,500.00    192,500.00
  242-01  915   801594029 HYZDU ADAM S             9 WINWOOD COURT              ISLIP           NY  11751    19,400.00     19,311.06
  242-01  915   801594086 MORALES JORDAN L         542 CHESTER STREET           LANCASTER       PA  17603    35,000.00     34,973.67
  242-01  915   801594276 CASS DAVID D             1229 KENNETH AVENUE          NEW KENSING     PA  15068     9,800.00      9,776.84
  242-01  915   801594318 CASS DAVID D             124 UNION WAY                NEW KENSING     PA  15068    16,800.00     16,758.88
  242-01  915   801594326 LITTLE CRYSTAL           389 KOSCINSKO STREET         BROOKLYN        NY  11221   110,000.00    109,920.53
  242-01  915   801594383 LEAVY RONNIE             3086 WOODHILLS DR            MEMPHIS         TN  38128    96,000.00     96,000.00
  242-01  915   801594524 DONALDSON CAROLYN        5244 NORTH TANGLEWOOD AVE    HERNANDO        FL  34442    25,500.00     25,262.90
  242-01  915   801594870 INGLE DEBORAH C          1025 SE 163RD AVENUE RD      SILVER SPRI     FL  34488    19,975.00     19,619.56
  242-01  915   801594888 KEENAN TERRY F           323 MILEY FARM ROAD          COWPENS         SC  29330    24,000.00     23,903.96
  242-01  915   801595000 CHIOTELIS LUKE           35-41 WHIPPLE STREET         LOWELL          MA  01852   115,500.00    115,287.87
  242-01  915   801595125 FUNDERBURK PAULETTE G    1371 STOCKTON FARM ROAD      PENDERGRASS     GA  30567    39,000.00     38,735.63
  242-01  915   801595745 MACK OSCAR L             12221 MAIDEN STREET          DETROIT         MI  48213    28,050.00     28,050.00
  242-01  915   801595851 COBLEIGH TERRI A         620 RIVERSIDE DRIVE          KILGORE         TX  75662    39,015.00     38,995.29
  242-01  915   801595927 ROSARIO JEANETTE         3235 32ND STREET             CLEVELAND       OH  44102    45,000.00     44,970.81
  242-01  915   801595976 KNOX BRIAN K             1005 SOVEREIGN               LONGVIEW        TX  75604    74,250.00     74,194.41
  242-01  915   801596008 NGUYEN KHANH THI         1024 JUDY LYNN DRIVE         ARLINGTON       TX  76014    69,300.00     69,300.00
  242-01  915   801596040 BUBB JAMES D             23602 DUNSMORE LANE          VALENCIA        CA  91354    28,222.00     28,165.17
  242-01  915   801596099 FOOTE W DAVID            1011 STAR GAZERS ROAD        COATESVILLE     PA  19320    32,600.00     32,600.00
  242-01  915   801596214 GREEN MARVIN D           3725 NORTHWEST KNAPP LANE    CAMAS           WA  98607    21,204.00     21,137.37
  242-01  915   801596271 MCDANIEL TODD W          59 HAWAII DRIVE              ALISO VIEJO     CA  92656    38,000.00     37,872.09
  242-01  915   801596487 ALFORD JOHN R            35 MAXWELL ROAD              GARDEN CITY     NY  11530    49,250.00     49,040.58
  242-01  915   801596552 SWEENEY CALVIN M         434 KENILWORTH AVE           TOLEDO          OH  43610    28,000.00     28,000.00
  242-01  915   801596933 LIELASUS MARK R          630 TURNPIKE ROAD            ASHBY           MA  01431    46,166.00     46,085.39
  242-01  915   801596974 VANDERVEUR BONNIE B      4205 HILLTOP DR              PARK CITY       UT  84098   107,700.00    107,700.00
  242-01  915   801596990 HERNANDEZ GUADALUPE      9808 TORY PLACE              CHARLOTTE       NC  28215    36,975.00     36,864.14
  242-01  915   801597147 GUYER BLAIR C            117 SOUTH DUKE STREET        LANCASTER       PA  17602    65,000.00     65,000.00
  242-01  915   801597204 VALDEZ JOSE              171 SOUTH 10TH STREET        NEWARK          NJ  07107    40,000.00     39,954.07
  242-01  915   801597238 CREWSE GREGORY HAROLD    5112 ROWE TRAIL              PACE            FL  32571    35,000.00     34,798.49
  242-01  915   801597584 KLINDT KELLY K           8405 SOUTH MCGINNIS LANE     WEST JORDAN     UT  84088    16,358.00     16,265.29
  242-01  915   801597667 WILLIAMS HARRY           1123 BERRY                   MOUNT CARME     IL  62863    21,600.00     21,559.82
  242-01  915   801597782 WRIGHT MICHAEL D         1060 MCINTOSH LANE           PINNACLE        NC  27043    41,650.00     41,310.27
  242-01  915   801598277 MOHAMED PATRICIA         1826 7TH AVENUE SOUTH        SAINT PETER     FL  33712    30,000.00     30,000.00
  242-01  915   801598418 GARCIA SHARMAINE T       215 EL RANCHO ROAD           SANTA FE        NM  87501   242,850.00    242,781.28
  242-01  915   801598657 DAY WILLIAM              1009 W CHARLES               MUNCIE          IN  47302    36,000.00     35,909.04
  242-01  915   801598913 HARTMAN JEFFREY A        960 EAST DARTMOUTH AVENUE    ENGLEWOOD       CO  80110    24,000.00     24,000.00
  242-01  915   801599101 JONES BOBBY D            1 CANYON RIDGE               LONGVIEW        TX  75604    84,000.00     84,000.00

             Cut-off Date     First                                       Original   Current     Scheduled
              Companion      Payment      Maturity      Rem       Date       LTV     Mortgage     Payment
  Account     Loan Bal.       Date          Date       Term       Due       Ratio      Rate     Int & Prin
------------------------------------------------------------------------------------------------------------

  801589607         0.00    05/27/1999   04/27/2029    358.85   06/27/99     79.1     10.000         750.32
  801589797         0.00    05/01/1999   04/01/2019    238.00   07/01/99     84.8     12.000         225.72
  801589854         0.00    10/01/1998   09/01/2028    351.00   06/01/99     90.0     11.000         857.09
  801589979         0.00    04/15/1999   03/15/2014    177.44   05/15/99     84.4     11.850         223.76
  801590159         0.00    04/19/1999   03/19/2029    357.57   06/19/99     80.0     13.600       1,199.42
  801590183         0.00    05/15/1999   04/15/2029    358.45   05/15/99     70.0     13.250         275.82
  801590209         0.00    05/28/1999   04/28/2014    178.88   05/28/99     75.0      8.450         665.88
  801590449         0.00    10/18/1998   09/18/2013    171.58   05/18/99     84.5     11.100         171.43
  801590696         0.00    04/01/1999   03/01/2019    237.00   07/01/99     84.3     13.750         533.05
  801590969         0.00    04/05/1999   03/05/2029    357.11   06/05/99     80.0     13.125       1,303.46
  801591306         0.00    04/02/1999   03/02/2014    177.01   06/02/99     60.0     10.900       1,417.16
  801591959         0.00    05/01/1999   04/01/2019    238.00   06/01/99     90.0     11.400         309.39
  801592007         0.00    04/19/1999   03/19/2014    177.57   05/19/99     80.0      9.850         580.56
  801592031         0.00    04/05/1999   03/05/2014    177.11   06/05/99     75.0     12.000         230.67
  801592239         0.00    05/01/1999   04/01/2019    238.00   07/01/99     75.4     11.650         215.36
  801592312         0.00    04/15/1999   03/15/2014    177.44   06/15/99     73.5     10.900         282.58
  801592882         0.00    05/05/1999   04/05/2019    238.13   07/05/99     70.0     10.850         224.84
  801593013         0.00    05/20/1999   04/20/2014    178.62   06/20/99     85.0     10.750         219.15
  801593211         0.00    05/08/1999   04/08/2029    358.22   06/08/99     80.0     11.350         626.47
  801593666         0.00    05/01/1999   04/01/2019    238.00   06/01/99     89.4     11.000         258.05
  801593765         0.00    04/19/1999   03/19/2024    297.57   06/19/99     50.0     12.100         323.49
  801593823         0.00    04/15/1999   03/15/2014    177.44   06/15/99     85.0     12.350         305.08
  801593831         0.00    04/09/1999   03/09/2014    177.24   06/09/99     75.0     11.850         266.98
  801593864         0.00    04/03/1999   03/03/2009    117.04   06/03/99     89.8     10.950         592.41
  801593989         0.00    06/01/1999   05/01/2014    179.00   06/01/99     70.0     11.950       2,304.13
  801594029         0.00    03/22/1999   02/22/2014    176.75   06/22/99     85.0     13.250         218.40
  801594086         0.00    04/22/1999   03/22/2014    177.67   05/22/99     70.0     11.200         402.22
  801594276         0.00    04/26/1999   03/26/2014    177.80   06/26/99     70.0     11.700          98.55
  801594318         0.00    04/26/1999   03/26/2014    177.80   06/26/99     80.0     12.450         178.65
  801594326         0.00    04/01/1999   03/01/2014    177.00   07/01/99     55.0     11.500       1,089.32
  801594383         0.00    04/19/1999   03/19/2014    177.57   05/19/99     78.6     12.600       1,032.02
  801594524         0.00    04/11/1999   03/11/2014    177.30   06/11/99     85.0     11.650         300.32
  801594870         0.00    04/12/1999   03/12/2009    117.34   07/12/99     85.0      9.650         260.11
  801594888         0.00    04/18/1999   03/18/2014    177.53   06/18/99     52.3     10.500         265.30
  801595000         0.00    05/01/1999   04/01/2014    178.00   06/01/99     70.0     12.900       1,453.76
  801595125         0.00    03/26/1999   02/26/2019    236.88   06/26/99     75.0     11.850         425.35
  801595745         0.00    04/12/1999   03/12/2029    357.34   06/12/99     85.0     12.600         301.54
  801595851         0.00    06/01/1999   05/01/2029    359.00   08/01/99     85.0     12.100         404.32
  801595927         0.00    04/12/1999   03/12/2029    357.34   06/12/99     60.8     11.100         431.95
  801595976         0.00    06/01/1999   05/01/2029    359.00   08/01/99     90.0     10.500         679.19
  801596008         0.00    05/01/1999   04/01/2029    358.00   06/01/99     90.0      9.150         565.10
  801596040         0.00    05/01/1999   04/01/2019    238.00   07/01/99     85.0     11.850         307.80
  801596099         0.00    04/24/1999   03/24/2014    177.73   05/24/99     85.0     11.600         325.32
  801596214         0.00    06/01/1999   05/01/2019    239.00   07/01/99     84.9     12.500         240.91
  801596271         0.00    05/01/1999   04/01/2014    178.00   06/01/99     84.0     10.400         417.70
  801596487         0.00    04/12/1999   03/12/2014    177.34   06/12/99     84.9     13.250         631.26
  801596552         0.00    04/25/1999   03/25/2029    357.76   05/25/99     80.0     13.350         317.41
  801596933         0.00    04/16/1999   03/16/2019    237.47   06/16/99     25.6     12.950         539.23
  801596974         0.00    04/01/1999   03/01/2019    237.00   06/01/99     89.8     12.050       1,189.63
  801596990         0.00    06/04/1999   05/04/2024    299.08   07/04/99     85.0     12.250         396.28
  801597147         0.00    05/01/1999   04/01/2014    178.00   06/01/99     84.8     10.150         577.64
  801597204         0.00    04/08/1999   03/08/2029    357.21   05/08/99     80.0     12.550         428.46
  801597238         0.00    06/01/1999   05/01/2014    179.00   07/01/99     77.3      9.500         365.48
  801597584         0.00    05/01/1999   04/01/2014    178.00   06/01/99     80.0     12.600         175.85
  801597667         0.00    04/17/1999   03/17/2014    177.50   06/17/99     80.0     14.900         271.39
  801597782         0.00    05/05/1999   04/05/2014    178.13   06/05/99     85.0     10.750         466.87
  801598277         0.00    04/25/1999   03/25/2014    177.76   05/25/99     75.0     11.000         340.98
  801598418         0.00    04/24/1999   03/24/2014    177.73   05/24/99     85.2     12.050       2,507.33
  801598657         0.00    04/05/1999   03/05/2029    357.11   06/05/99     80.0     13.100         401.05
  801598913         0.00    05/01/1999   04/01/2014    178.00   06/01/99     69.7     12.100         289.59
  801599101         0.00    06/01/1999   05/01/2029    359.00   06/01/99     80.0      9.000         675.88


ALLIANCE FUNDING                                            Sale Schedule - Group 1
A division of Superior Bank FSB         1999-2 Initial Pool of Fixed Rate Mortgages - Settlement 6/24/99            Page 5   6/30/99

                                                                                                           Principal   Cut-off Date
                                                                                                     Zip   Balance at    Principal
Pool ID   Inv   Account      Name                     Address                      City       State Code  Origination     Balance
------------------------------------------------------------------------------------------------------------------------------------

  242-01  915   801599598 KABITZKE BERNHARD        49 OAKDENE AVENUE            CLIFFSIDE P     NJ  07010    84,100.00     84,034.89
  242-01  915   801599697 ROSSI ANNJENETTE M       14 BLUFF POINT ROAD          NORTHPORT       NY  11768    55,000.00     54,850.13
  242-01  915   801599788 MUNROW WILLIAM C         5162 HARBINGER ROAD          SPRING HILL     FL  34608    27,200.00     27,117.72
  242-01  915   801600214 BEAMON ROOSEVELT         9234 36 MANOR                DETROIT         MI  48204    58,400.00     58,399.17
  242-01  915   801600370 WILLIAMS LINDA L         5763 CRANE                   DETROIT         MI  48213    24,800.00     24,503.99
  242-01  915   801600446 CARRANO CHARLES          57 STENDAHL DRIVE            SHELTON         CT  06484    20,800.00     20,684.88
  242-01  915   801600750 HOLBROOK ROBERT D        2941 WOLCOTT                 FLINT           MI  48506    27,000.00     27,000.00
  242-01  915   801600768 DALES NANCY              11330 NORTHWEST 15TH LANE    OCALA           FL  34482    20,000.00     19,918.24
  242-01  915   801600818 PAETZ ROGER              14 WILSON COMMONS            YAPHANK         NY  11980    24,800.00     24,594.62
  242-01  915   801600875 SPAULDING LIBBY          506 SOUTH BAND ST            ROWLAND         NC  28383    22,543.00     22,543.00
  242-01  915   801601048 KRONICK SARAH            1822 42ND AVENUE NORTH       SAINT PETER     FL  33714    24,900.00     24,887.57
  242-01  915   801601139 SAMPLES CLYDE R          410 E SPRINGFIELD            HIGH POINT      NC  27263    34,980.00     34,684.44
  242-01  915   801601535 FAZENDIM WENDY           420 CASS ST                  GREEN BAY       WI  54301    48,200.00     48,196.57
  242-01  915   801601675 FORSYTHE JOHN P          4470 SOUTH 1300 WEST         TAYLORSVILL     UT  84123    12,368.00     12,076.50
  242-01  915   801601691 DULD GLENN A JR          823 N 8TH STREET             ALLENTOWN       PA  18102    39,600.00     39,513.98
  242-01  915   801601733 LEEK WILLIAM R JR        BIRCHWOOD LAKES PERSIMMON    DINGMANS FE     PA  18328    12,500.00     12,500.00
  242-01  915   801601931 RYDLE LEE                731 MISSION ROAD             LATROBE         PA  15650    40,000.00     39,935.85
  242-01  915   801601980 BARWICK DANIEL W         352 CLARENDON AVE            COLUMBUS        OH  43223    57,600.00     57,568.99
  242-01  915   801602301 ZIMMERMAN STANLEY        8 HILL LANE                  ROSLYN HEIG     NY  11577    75,000.00     74,935.68
  242-01  915   801602319 COMBS KENNETH J          60 JACKSON ST                ALLENDALE       SC  29810    58,800.00     58,693.65
  242-01  915   801602525 HOWINGTON HORACE DENTON  138 WARWICMILL RD            LUMBERTON       NC  28358    45,050.00     45,024.55
  242-01  915   801602947 JONES IVONA              8605 79TH STREET             JAMAICA         NY  11421    41,000.00     40,602.76
  242-01  915   801603176 GILBERT THOMAS WAYNE     1200 JEFFERY DRIVE           GEORGE WEST     TX  78022    35,200.00     34,721.21
  242-01  915   801603226 LUBY SHERRY L            3605 SOUTHWEST 6TH AVENUE    CAPE CORAL      FL  33914    41,000.00     40,924.52
  242-01  915   801603473 GRAHAM MICHAEL P         5523 E SYDNEY PLACE          HIGHLANDS R     CO  80126    27,476.00     27,476.00
  242-01  915   801603754 LARSON BRENT R           3430 WEST 7260 SOUTH         WEST JORDAN     UT  84084    40,850.00     40,699.59
  242-01  915   801603945 GORMAN JOHN D            325 PASSAGE LANE             MCGAHEYSVIL     VA  22840    99,450.00     99,395.82
  242-01  915   801604117 KOBER PATRICIA K         5757 EAST OLD MOUNTAIN RD    LOUISA          VA  23093    39,000.00     38,937.16
  242-01  915   801604166 BOYD RICHARD E           852 NORTH UNION STREET       DECATUR         IL  62528    29,250.00     29,250.00
  242-01  915   801604240 HITE EVERETT E           1673 N UNION                 DECATUR         IL  62526    39,750.00     39,750.00
  242-01  915   801604455 PIERCE WILLIAM J D       84 NELSON ROAD               DEFUNIAK SP     FL  32433    82,875.00     82,870.95
  242-01  915   801604489 VINSON FRANCIS KARL      230 CAROLINE AVENUE          ATHENS          GA  30606    64,000.00     64,000.00
  242-01  915   801604570 BROWN TRACEY             5262 BROKEN OAK DRIVE        MEMPHIS         TN  38107    49,300.00     49,300.00
  242-01  915   801604802 DIGUISEPPE JAMES J       130 WOODLAKE DRIVE           HOLLAND         PA  18966   180,000.00    179,587.96
  242-01  915   801604851 HOLBERT JAMES WINFRED    412 SWITZER GREEN POND RD    WOODDRUFF       SC  29388    48,080.00     48,080.00
  242-01  915   801604877 HIGHTOWER ROBBIE F       171 E PASADENA               FLINT           MI  48505    27,000.00     27,000.00
  242-01  915   801605049 LANDRY KIM L             13100 CATHY LANE             PLAINFIELD      IL  60544    40,000.00     39,723.81
  242-01  915   801605197 ALBERTO BASILIO R        746 N 9TH STREET             READING         PA  19604    38,250.00     38,220.99
  242-01  915   801605304 ECKSTEIN ELSIE M         4153 58TH  ST N 142          KENNETH CIT     FL  33709    18,700.00     18,632.12
  242-01  915   801605585 CHABLA JOSE S            3424 97TH STREET             CORONA          NY  11368   133,500.00    133,250.73
  242-01  915   801605601 FELL LAWRENCE J          11780 HARBOR LIGHT DRIVE     NORTH ROYAL     OH  44133    68,000.00     67,994.91
  242-01  915   801605759 NEAVES JERRY R           50 TWIN LAKES ROAD           PORT DEPOSI     MD  21904    15,600.00     15,590.61
  242-01  915   801605791 BELL TERRI L             597 STONEMONT DRIVE          CASTLE ROCK     CO  80104    43,200.00     43,200.00
  242-01  915   801605924 MCGUINNESS JAMES T       763 ROUTE 9W                 FORT MONTGO     NY  10922    52,700.00     52,700.00
  242-01  915   801606039 DEJESUS SALVADOR         3911 LAUREL CREST DRIVE      MULBERRY        FL  33860    26,250.00     26,171.59
  242-01  915   801606377 CAFFIN JEANMICHEL        7331 SOUTHWEST 116 TERRACE   MIAMI           FL  33156    22,500.00     22,195.54
  242-01  915   801606443 LAM DAI                  2905 BRIDGEWALK ST           COLUMBUS        OH  43224    24,225.00     24,054.40
  242-01  915   801606609 GIBSON NETTIE            3132 COMMONWEALTH BLVD       JACKSONVILL     FL  32256    50,400.00     50,338.47
  242-01  915   801606708 FORD ROBERT J            2747 TERRACE DRIVE NORTH     CLEARWATER      FL  33759    10,000.00      9,950.55
  242-01  915   801606757 HOWARD ANNETTE           2617 SOUTH BIALY STREET      PHILADELPHI     PA  19142    35,700.00     35,700.00
  242-01  915   801607060 WILKE ROBERT W           16937 SOUTHWEST 47 PLACE R   OCALA           FL  34481    34,000.00     33,894.76
  242-01  915   801607078 ST JOHN SUSAN Y          292 PROSPECT AVENUE          HAMBURG         NY  14075    33,000.00     33,000.00
  242-01  915   801607136 MARTIN JIM               2574 SCOTT RD                GREEN BUSH      MI  48738    48,000.00     47,661.02
  242-01  915   801607383 DRISCOLL ROBERT          2873 SPRINGHURST AVENUE      YORKTOWN HE     NY  10598    42,000.00     42,000.00
  242-01  915   801607391 BURIAN MERRY K           3139 PINE SHADOW DRIVE       LAND O LAKE     FL  34639    59,500.00     59,421.30
  242-01  915   801607425 JENNINGS MICHAEL A       1236 LIVERPOOL COURT         SAN DIMAS       CA  91773    28,000.00     28,000.00
  242-01  915   801607458 BYLER GLEN KAYLE         12277 SHEPARD HILL ROAD      WILLIS          TX  77378   225,000.00    220,309.15
  242-01  915   801607516 LAWSON EDWARD C          16800 DYNES AVE              CLEVELAND       OH  44128    71,200.00     71,200.00
  242-01  915   801607524 PRESCOTT JAMES M         18 MARIETTA AVENUE           MILFORD         CT  06460    30,000.00     29,937.82
  242-01  915   801607698 JOHNSON ROMANEY          3930 SOUTH TROOST AVENUE     TULSA           OK  74105    32,000.00     32,000.00
  242-01  915   801607805 MCKINLEY JAMES           16 WEEKS AVENUE              HEMPSTEAD       NY  11550   113,380.00    113,258.45

             Cut-off Date     First                                       Original   Current     Scheduled
              Companion      Payment      Maturity      Rem       Date       LTV     Mortgage     Payment
  Account     Loan Bal.       Date          Date       Term       Due       Ratio      Rate     Int & Prin
------------------------------------------------------------------------------------------------------------

  801599598         0.00    04/16/1999   03/16/2014    177.47   06/16/99     72.6     11.250         816.83
  801599697         0.00    03/26/1999   02/26/2014    176.88   05/26/99     79.7     13.350         708.60
  801599788         0.00    04/10/1999   03/10/2019    237.27   06/10/99     85.1     11.800         295.71
  801600214         0.00    05/19/1999   04/19/2014    178.59   06/19/99     80.0     13.100         650.59
  801600370         0.00    04/24/1999   03/24/2014    177.73   06/24/99     80.0     11.100         283.44
  801600446         0.00    03/22/1999   02/22/2014    176.75   06/22/99     90.0     11.750         209.96
  801600750         0.00    05/27/1999   04/27/2014    178.85   05/27/99     75.0     11.100         259.17
  801600768         0.00    05/05/1999   04/05/2009    118.13   06/05/99     80.0     12.250         289.84
  801600818         0.00    04/03/1999   03/03/2014    177.04   06/03/99     74.9     12.500         305.67
  801600875         0.00    04/26/1999   03/26/2014    177.80   05/26/99     34.1     12.840         282.85
  801601048         0.00    05/01/1999   04/01/2019    238.00   06/01/99     77.7     11.950         273.30
  801601139         0.00    04/10/1999   03/10/2029    357.27   06/10/99     80.0     12.700         378.76
  801601535         0.00    04/13/1999   03/13/2014    177.37   05/13/99     69.8     12.300         506.95
  801601675         0.00    03/03/1999   02/03/2014    176.12   07/03/99     85.0     14.200         166.38
  801601691         0.00    05/01/1999   04/01/2014    178.00   07/01/99     90.0     10.900         374.13
  801601733         0.00    05/01/1999   04/01/2014    178.00   06/01/99     89.9     11.400         145.23
  801601931         0.00    05/01/1999   04/01/2014    178.00   06/01/99     68.9     10.350         438.45
  801601980         0.00    05/07/1999   04/07/2029    358.19   07/07/99     80.0     11.875         586.94
  801602301         0.00    05/13/1999   04/13/2019    238.39   06/13/99     60.3     11.750         812.78
  801602319         0.00    04/24/1999   03/24/2029    357.73   05/24/99     80.0     13.100         655.04
  801602525         0.00    04/23/1999   03/23/2029    357.70   06/23/99     85.0      9.900         392.02
  801602947         0.00    04/23/1999   03/23/2014    177.70   06/23/99     81.7     11.600         481.57
  801603176         0.00    05/01/1999   04/01/2019    238.00   07/01/99     78.2      8.400         303.25
  801603226         0.00    04/15/1999   03/15/2014    177.44   06/15/99     86.3     12.250         498.69
  801603473         0.00    05/01/1999   04/01/2019    238.00   06/01/99     80.0     13.600         333.72
  801603754         0.00    05/01/1999   04/01/2014    178.00   06/01/99     69.7     12.100         423.34
  801603945         0.00    03/18/1999   02/18/2019    236.61   05/18/99     85.0      8.450         859.91
  801604117         0.00    05/27/1999   04/27/2019    238.85   06/27/99     84.7     10.750         395.94
  801604166         0.00    05/16/1999   04/16/2029    358.49   05/16/99     65.0     11.700         294.13
  801604240         0.00    05/01/1999   04/01/2029    358.00   06/01/99     75.0     10.650         368.07
  801604455         0.00    05/05/1999   04/05/2014    178.13   06/05/99     75.0     12.600         890.93
  801604489         0.00    05/01/1999   04/01/2014    178.00   06/01/99     71.1     11.850         650.93
  801604570         0.00    04/15/1999   03/15/2029    357.44   05/15/99     85.0     13.450         562.75
  801604802         0.00    03/26/1999   02/26/2014    176.88   06/26/99     80.0     11.850       1,830.75
  801604851         0.00    04/22/1999   03/22/2014    177.67   05/22/99     80.0     10.850         541.96
  801604877         0.00    06/01/1999   05/01/2029    359.00   06/01/99     75.0     10.375         244.46
  801605049         0.00    04/15/1999   03/15/2014    177.44   06/15/99     77.6     10.600         444.64
  801605197         0.00    05/01/1999   04/01/2029    358.00   06/01/99     85.0     11.750         386.10
  801605304         0.00    04/20/1999   03/20/2019    237.60   06/20/99     85.0      9.250         171.27
  801605585         0.00    04/01/1999   03/01/2014    177.00   07/01/99     75.0      8.500       1,026.50
  801605601         0.00    04/15/1999   03/15/2029    357.44   06/15/99     80.0     12.250         712.57
  801605759         0.00    04/15/1999   03/15/2014    177.44   06/15/99     89.9     11.800         158.07
  801605791         0.00    05/01/1999   04/01/2014    178.00   06/01/99     84.9     12.750         469.45
  801605924         0.00    04/01/1999   03/01/2014    177.00   06/01/99     85.0     12.250         552.24
  801606039         0.00    04/23/1999   03/23/2014    177.70   06/23/99     61.0     12.850         329.54
  801606377         0.00    05/01/1999   04/01/2014    178.00   07/01/99     82.6     12.000         270.04
  801606443         0.00    04/09/1999   03/09/2029    357.24   06/09/99     85.0      9.750         208.13
  801606609         0.00    04/12/1999   03/12/2014    177.34   06/12/99     80.0     11.950         516.48
  801606708         0.00    05/01/1999   04/01/2014    178.00   07/01/99     53.1     13.340         128.77
  801606757         0.00    05/01/1999   04/01/2014    178.00   06/01/99     85.0     12.400         378.24
  801607060         0.00    04/26/1999   03/26/2019    237.80   06/26/99     85.0     11.250         356.75
  801607078         0.00    05/01/1999   04/01/2014    178.00   06/01/99     21.2     10.350         361.72
  801607136         0.00    04/04/1999   03/04/2014    177.07   07/04/99     71.6     11.450         473.51
  801607383         0.00    04/09/1999   03/09/2014    177.24   06/09/99     89.3     12.990         464.28
  801607391         0.00    04/12/1999   03/12/2019    237.34   06/12/99     85.0      9.150         541.09
  801607425         0.00    05/01/1999   04/01/2014    178.00   06/01/99     78.6     12.850         306.46
  801607458         0.00    05/01/1999   04/01/2029    358.00   07/01/99     75.0      9.600       1,908.36
  801607516         0.00    05/05/1999   04/05/2029    358.13   06/05/99     80.0     13.350         807.14
  801607524         0.00    05/01/1999   04/01/2014    178.00   06/01/99     81.5      9.650         315.99
  801607698         0.00    06/01/1999   05/01/2014    179.00   06/01/99     69.6     12.100         386.12
  801607805         0.00    03/23/1999   02/23/2029    356.78   06/23/99     80.9     13.600       1,307.59


ALLIANCE FUNDING                                            Sale Schedule - Group 1
A division of Superior Bank FSB         1999-2 Initial Pool of Fixed Rate Mortgages - Settlement 6/24/99            Page 6   6/30/99

                                                                                                           Principal   Cut-off Date
                                                                                                     Zip   Balance at    Principal
Pool ID   Inv   Account      Name                     Address                      City       State Code  Origination     Balance
------------------------------------------------------------------------------------------------------------------------------------

  242-01  915   801607839 BECKLEY KYLE W           2727 WEST 10TH STREET        THE DALLES      OR  97058    20,000.00     20,000.00
  242-01  915   801607854 MUYEN CHRISTIAN S        159 HOLLAND ROAD             ORMOND BEAC     FL  32176    63,750.00     63,750.00
  242-01  915   801608225 OWENS THOMAS H           32400 NORTHEAST DIAL ROAD    CAMAS           WA  98607    46,095.00     46,074.04
  242-01  915   801608233 TANIS WILLIAM P          21 CLIFTON AVENUE            OAK RIDGE       NJ  07438    28,800.00     28,703.66
  242-01  915   801608357 FLYNN MICHAEL J          4989 SOUTH VAN GORDON ST     MORRISON        CO  80465    65,200.00     65,200.00
  242-01  915   801608399 DEZHAM SONIA             22356 VALDIVIA               MISSION VIE     CA  92691    57,200.00     57,200.00
  242-01  915   801608779 RATCLIFFE SIDNEY F       9513 SHERWOOD DRIVE          UPPER MARLB     MD  20772    45,000.00     45,000.00
  242-01  915   801608936 PITTAM AMY L             4064 D GARDEN SPOT ROAD      LOON LAKE       WA  99148    25,000.00     24,867.26
  242-01  915   801609074 SHAFFER MICHAEL R        2623 EAST DAUPHIN STREET     PHILADELPHI     PA  19125    40,800.00     40,750.64
  242-01  915   801609447 STROTHER TY ANTHONY      18436 BILTMORE               DETROIT         MI  48235    48,700.00     48,700.00
  242-01  915   801609553 KISER BETTY              3041 CANANDAIGUA TRAIL       LAKELAND        FL  33810    29,450.00     29,309.94
  242-01  915   801609694 AMOS HEATHER L           4764 AIRPORT ROAD            BASSETT         VA  24055    35,000.00     34,872.30
  242-01  915   801610262 BICKHAM PEARL            1193 EAST 15TH AVE           COLUMBUS        OH  43211    51,000.00     50,973.57
  242-01  915   801610379 ANDERSON JAMES L         40 PEPPERIDGE TRAIL          OLD SAYBROO     CT  06475    50,000.00     50,000.00
  242-01  915   801610551 GEORGES ELIZE            18 ROSSMORE AVENUE           CENTRAL ISL     NY  11706   110,700.00    110,700.00
  242-01  915   801610791 JULIA SECUNDINO          2901 FAIR AVENUE             NEWBERRY        SC  29108    40,800.00     40,800.00
  242-01  915   801610916 MENDEZ WILLIAM           1134 W 23RD ST               LORAIN          OH  44052    15,000.00     14,897.02
  242-01  915   801610924 DICKERSON DAVID EUGENE   1592 WHITE LEVEL ROAD        LOUISBURG       NC  27549    68,000.00     67,786.43
  242-01  915   801611252 ROBINSON GREG            40 WEYBOSSET STREET          BOSTON          MA  02126    39,450.00     39,352.69
  242-01  915   801611302 DUNMIRE HARRY T          RTE 1 BOX 392 1 LEE GRASS    TALLMANSVIL     WV  26237    47,000.00     46,923.43
  242-01  915   801611930 BROWN MICHAEL            224 REGINA LANE              HENDERSON       NC  27536    80,200.00     80,191.46
  242-01  915   801612060 MARTINEZ DELMEDA         85 FARALLONES STREET         SAN FRANCIS     CA  94112    51,000.00     50,662.22
  242-01  915   801612524 ORTIZ DANIEL JR          654 EAST 188TH STREET        BRONX           NY  10458    35,900.00     35,744.59
  242-01  915   801612714 WILLIAMS HAR LILLIE      1136 CANARY LANE             MEMPHIS         TN  38109    45,200.00     45,165.34
  242-01  915   801613175 HAHN RICHARD N           29 EAST ELIZABETH STREET     SKANEATELES     NY  13152    28,693.00     28,693.00
  242-01  915   801613209 COMBASS ROSEANN          4677 FOX CREEK DRIVE WEST    MULBERRY        FL  33860    28,000.00     27,299.41
  242-01  915   801613316 TARR JOHN E              1372 ROBERTS ROAD            JACKSONVILL     FL  32259    33,000.00     33,000.00
  242-01  915   801613894 LOVELACE JOHN            1780-82 HAYDEN AVE           EAST CLEVEL     OH  44112    39,000.00     39,000.00
  242-01  915   801613936 DUTKO DAVID P            1280 BALD MOUNTAIN ROAD      WILKES BARR     PA  18702    47,860.00     47,860.00
  242-01  915   801614231 GERTIG JOSEPH F          37004 CHARLESTOWN PIKE       HILLSBORO       VA  20134   116,800.00    116,626.86
  242-01  915   801614322 GRANIERI MICHAEL J       4 NOVELTY COURT              WALDEN          NY  12586    27,000.00     26,874.71
  242-01  915   801614330 MOWLA MOHAMMED           490 MIDWOOD STREET           BROOKLYN        NY  11225    21,907.00     21,827.74
  242-01  915   801614561 REMBACZ JANET            409 HARRISON STREET          VINCENNES       IN  47591    30,515.00     30,445.90
  242-01  915   801614595 BAUGUESS MICHAEL B       5980 RIVER ROAD              CONESTOGA       PA  17516    26,500.00     26,213.22
  242-01  915   801614678 PASTEUR MICHELLE         5410 WEST AMMAN STREET       DUNNELLON       FL  34433    27,000.00     26,824.11
  242-01  915   801615790 DUKE WARREN F            22980 SMITH NW ROAD          NORTH BENTO     OH  44449    29,400.00     29,258.08
  242-01  915   801615881 BEDFORD LLOYD            6115 SOUTH SUNDIAL DRIVE     FLORAL CITY     FL  34436    52,700.00     52,658.99
  242-01  915   801615998 WEBER PATRICIA           147 GERMAN HILL ROAD         TUNKHANNOCK     PA  18657    60,000.00     60,000.00
  242-01  915   801616079 FINK JERRY               24903 HAYES                  TAYLOR          MI  48180    87,600.00     87,600.00
  242-01  915   801616087 KELLOGG MARY L           331 EMERALD BAY              LAGUNA BEAC     CA  92651    50,000.00     49,444.02
  242-01  915   801616301 GOAD MICHELLE            2192 WATEROAK DRIVE NORTH    CLEARWATER      FL  33764    38,847.00     38,729.60
  242-01  915   801616319 PAGE TIMOTHY WAYNE       730 BAYBERRY COURT           NASHVILLE       NC  27856   130,500.00    130,112.46
  242-01  915   801616343 PEREZ SANTOS             12919 CAMBRIDGE AVENUE       TAMPA           FL  33624    34,000.00     33,908.24
  242-01  915   801616475 OXENDINE VICKIE S        209 IOKA ST                  BATTLEBORO      NC  27809    60,358.00     60,344.09
  242-01  915   801616491 WALKER VALERIE           4054 THE ALAMEDA             BALTIMORE       MD  21218    36,000.00     36,000.00
  242-01  915   801616590 NUNEZ JUAN               4 HAMILTON AVENUE            YONKERS         NY  10705   122,500.00    122,448.66
  242-01  915   801616640 SAUNDERS ALICE P         416 NORTH GUTHRIE STREET     DURHAM          NC  27703    39,000.00     39,000.00
  242-01  915   801616665 FORSBERG THERESA R       2142 ALMERIA WAY SOUTH       ST PETERSBU     FL  33712    76,500.00     76,309.53
  242-01  915   801616855 DEES MICHAELA C          4929 SHADY OAKS DRIVE NORT   LAKELAND        FL  33809    25,000.00     24,777.70
  242-01  915   801617085 CULBERTSON ROBERT A JR   21028 TAOS ROAD              INDIAN HILL     CO  80454    31,750.00     31,750.00
  242-01  915   801617127 NANCE ANTHONY J          3638 WINDMILL DRIVE          VIRGINIA BE     VA  23456    52,200.00     52,112.13
  242-01  915   801617192 NOBLE BRUCE              15142 RICHMOND               SOUTHGATE       MI  48195    98,600.00     98,600.00
  242-01  915   801617267 NEISWENDER FRED L        227 CHARLES ROAD             CLEARFIELD      PA  16830    66,000.00     64,116.23
  242-01  915   801617432 NUSBAUM HOWARD C         4940 S EAST END AVE 9A       CHICAGO         IL  60615    53,000.00     52,962.78
  242-01  915   801617465 GRELLA MICHAEL JR        112 OLIVE STREET             HUNTINGTON      NY  11746    29,500.00     29,500.00
  242-01  915   801617556 MIVILLE JOSEPH R         316 MAPLEHURST AVENUE        MANCHESTER      NH  03104    14,550.00     14,448.33
  242-01  915   801617648 CHISHOLM DRUELLA         1836 E LAFAYETTE AVE         BALTIMORE       MD  21213    21,000.00     20,901.48
  242-01  915   801617713 VEREEN ROBERT            1012 N FULTON AVENUE         BALTIMORE       MD  21217    24,000.00     23,909.55
  242-01  915   801617838 CLAY JENEA R             4961 OAKWOOD TRAIL           INDIANAPOLI     IN  46268    20,000.00     19,915.12
  242-01  915   801617903 GERMAN RHONDA R          22415 67TH PLACE WEST        MOUNTLAKE T     WA  98043    32,700.00     32,631.93
  242-01  915   801618042 PAGES DOMINICK           12503 MONDRAGON DRIVE        TAMPA           FL  33625    19,200.00     19,111.68

             Cut-off Date     First                                       Original   Current     Scheduled
              Companion      Payment      Maturity      Rem       Date       LTV     Mortgage     Payment
  Account     Loan Bal.       Date          Date       Term       Due       Ratio      Rate     Int & Prin
------------------------------------------------------------------------------------------------------------

  801607839         0.00    06/01/1999   05/01/2014    179.00   06/01/99     75.7     13.600         261.00
  801607854         0.00    05/27/1999   04/27/2014    178.85   05/27/99     85.0     12.950         702.71
  801608225         0.00    05/01/1999   04/01/2014    178.00   07/01/99     85.0     12.500         491.95
  801608233         0.00    04/04/1999   03/04/2014    177.07   06/04/99     80.9     13.990         383.35
  801608357         0.00    05/01/1999   04/01/2014    178.00   06/01/99     84.5     12.500         695.85
  801608399         0.00    06/01/1999   05/01/2014    179.00   06/01/99     84.8     11.500         566.45
  801608779         0.00    06/01/1999   05/01/2014    179.00   06/01/99     74.0     13.350         510.13
  801608936         0.00    05/01/1999   04/01/2009    118.00   06/01/99     40.3     11.850         356.51
  801609074         0.00    04/08/1999   03/08/2019    237.21   06/08/99     80.0     10.650         411.46
  801609447         0.00    04/15/1999   03/15/2029    357.44   06/15/99     74.9     10.500         445.48
  801609553         0.00    04/12/1999   03/12/2019    237.34   06/12/99     84.9     10.250         289.09
  801609694         0.00    05/01/1999   04/01/2014    178.00   06/01/99     70.0      9.750         370.78
  801610262         0.00    04/11/1999   03/11/2029    357.30   06/11/99     85.0     12.000         524.59
  801610379         0.00    04/02/1999   03/02/2014    177.01   06/02/99     19.5     10.800         468.62
  801610551         0.00    04/16/1999   03/16/2014    177.47   05/16/99     90.0     10.500       1,012.62
  801610791         0.00    04/02/1999   03/02/2014    177.01   06/02/99     85.0     11.500         404.04
  801610916         0.00    04/26/1999   03/26/2014    177.80   06/26/99     21.8     11.100         171.43
  801610924         0.00    04/16/1999   03/16/2014    177.47   06/16/99     79.0      9.150         554.50
  801611252         0.00    03/26/1999   02/26/2019    236.88   05/26/99     83.7     12.850         457.98
  801611302         0.00    05/01/1999   04/01/2029    358.00   06/01/99     66.1     11.850         478.03
  801611930         0.00    05/20/1999   04/20/2029    358.62   06/20/99     73.2     11.850         815.70
  801612060         0.00    05/01/1999   04/01/2014    178.00   07/01/99     82.7     11.850         607.17
  801612524         0.00    04/15/1999   03/15/2024    297.44   06/15/99     85.9     12.250         384.76
  801612714         0.00    04/15/1999   03/15/2029    357.44   06/15/99     80.0     12.850         494.71
  801613175         0.00    07/01/1999   06/01/2014    180.00   07/01/99     89.2     10.900         324.32
  801613209         0.00    04/08/1999   03/08/2009    117.21   07/08/99     50.9     10.500         377.82
  801613316         0.00    06/12/1999   05/12/2014    179.34   06/12/99     54.0      9.400         342.61
  801613894         0.00    04/16/1999   03/16/2029    357.47   06/16/99     65.0     12.100         404.16
  801613936         0.00    06/04/1999   05/04/2019    239.08   06/04/99     89.9     10.400         474.61
  801614231         0.00    04/22/1999   03/22/2014    177.67   06/22/99     80.0     12.600       1,255.63
  801614322         0.00    04/11/1999   03/11/2019    237.30   06/11/99     80.1     12.100         299.18
  801614330         0.00    04/08/1999   03/08/2014    177.21   06/08/99     80.0     14.050         292.49
  801614561         0.00    04/25/1999   03/25/2019    237.76   06/25/99     85.0     12.350         343.47
  801614595         0.00    04/24/1999   03/24/2009    117.73   06/24/99     61.0      8.220         324.61
  801614678         0.00    04/16/1999   03/16/2014    177.47   06/16/99     72.9      9.900         288.49
  801615790         0.00    05/13/1999   04/13/2019    238.39   06/13/99     70.0     14.350         373.09
  801615881         0.00    04/24/1999   03/24/2029    357.73   06/24/99     85.0     11.750         531.96
  801615998         0.00    04/10/1999   03/10/2029    357.27   06/10/99     73.1     13.700         696.70
  801616079         0.00    04/01/1999   03/01/2014    177.00   06/01/99     80.0     10.000         768.76
  801616087         0.00    05/01/1999   04/01/2019    238.00   07/01/99     25.8      9.600         469.34
  801616301         0.00    04/22/1999   03/22/2019    237.67   06/22/99     89.9     10.400         385.23
  801616319         0.00    04/01/1999   03/01/2014    177.00   07/01/99     90.0     10.990       1,241.80
  801616343         0.00    04/24/1999   03/24/2024    297.73   06/24/99     79.0     10.900         330.78
  801616475         0.00    04/26/1999   03/26/2029    357.80   06/26/99     84.9     11.750         609.26
  801616491         0.00    04/08/1999   03/08/2014    177.21   06/08/99     51.4     14.090         481.61
  801616590         0.00    04/12/1999   03/12/2014    177.34   06/12/99     70.0     10.700       1,138.91
  801616640         0.00    05/23/1999   04/23/2029    358.72   05/23/99     75.0     11.350         381.76
  801616665         0.00    04/12/1999   03/12/2014    177.34   06/12/99     85.0     11.100         734.31
  801616855         0.00    04/16/1999   03/16/2009    117.47   06/16/99     59.5      9.650         325.55
  801617085         0.00    05/01/1999   04/01/2014    178.00   06/01/99     84.9     11.600         316.84
  801617127         0.00    04/13/1999   03/13/2014    177.37   06/13/99     90.0     10.900         493.17
  801617192         0.00    06/01/1999   05/01/2029    359.00   06/01/99     85.0     13.950       1,164.38
  801617267         0.00    05/16/1999   04/16/2009    118.49   08/16/99     69.4      9.650         859.45
  801617432         0.00    04/01/1999   03/01/2019    237.00   06/01/99     84.9     12.800         613.40
  801617465         0.00    03/22/1999   02/22/2019    236.75   05/22/99     89.9     11.900         322.77
  801617556         0.00    03/26/1999   02/26/2014    176.88   06/26/99     90.0     11.500         169.97
  801617648         0.00    01/28/1999   12/28/2018    234.90   05/28/99     64.6     12.990         245.88
  801617713         0.00    01/22/1999   12/22/2013    174.71   06/22/99     60.0     11.375         235.38
  801617838         0.00    04/04/1999   03/04/2014    177.07   06/04/99     42.9      9.500         208.84
  801617903         0.00    05/01/1999   04/01/2014    178.00   06/01/99     79.9     14.250         393.93
  801618042         0.00    04/12/1999   03/12/2014    177.34   06/12/99     79.9     12.070         231.30


ALLIANCE FUNDING                                            Sale Schedule - Group 1
A division of Superior Bank FSB         1999-2 Initial Pool of Fixed Rate Mortgages - Settlement 6/24/99             Page 7  6/30/99

                                                                                                           Principal   Cut-off Date
                                                                                                     Zip   Balance at    Principal
Pool ID   Inv   Account      Name                     Address                      City       State Code  Origination     Balance
------------------------------------------------------------------------------------------------------------------------------------

  242-01  915   801618182 RUSKOWSKI ALAN J         8997 DINGLEHOLE ROAD         LYSANDER        NY  13027    54,691.00     54,691.00
  242-01  915   801618331 JACKSON EDDIE LEE JR     2702 BRANDON VIEW PLACE      BRANDON         FL  33511    73,600.00     73,494.35
  242-01  915   801618471 MCDONALD JOHN            1832 EAST PARK AVENUE        GILBERT         AZ  85234    35,000.00     34,983.79
  242-01  915   801618562 TONEY DAVID JR           8176 SW EASY STREET          ARCADIA         FL  34266    10,000.00      9,919.62
  242-01  915   801618620 FROST ROBERT             410 N FRONT STREET           WHEELING        WV  26003   184,000.00    183,795.43
  242-01  915   801618653 DANTES CASILDA           916 EAST 28TH AVENUE         TAMPA           FL  33605    21,000.00     20,814.25
  242-01  915   801618745 TENEYCK DAVID            6101 ILLINOIS AVENUE         NEW PORT RI     FL  34653    39,600.00     39,579.49
  242-01  915   801619164 BLANKUMSEE BESSIE L      2526 8TH AVENUE SOUTH        SAINT PETER     FL  33712    14,000.00     13,881.69
  242-01  915   801619222 KOWAL DANIEL STANLEY     369 371 KENNEDY ROAD         EVANS           NY  14006    54,400.00     54,223.67
  242-01  915   801619255 MCCLAIN BERTHA           961 LINN DR                  CLEVELAND       OH  44108    57,600.00     57,585.53
  242-01  915   801619412 SOFTLEIGH SHAKA          145 29 SOUTH ROAD            JAMAICA         NY  11435   229,500.00    229,500.00
  242-01  915   801619461 BADILLO TIMOTHY          9703 COUNSELLOR DRIVE        VIENNA          VA  22181    39,000.00     39,000.00
  242-01  915   801619552 TRINIDAD PILAR           116 LAURA STREET             PROVIDENCE      RI  02907    77,850.00     77,850.00
  242-01  915   801619578 MAURIO MICHAEL           105 COLONIAL AVENUE          HAMILTON TW     NJ  08610   104,000.00    103,868.88
  242-01  915   801620030 KOWALCZYK KATHIE LYNN    4868 GRANT STREET            DENVER          CO  80216    99,000.00     99,000.00
  242-01  915   801620261 NOZKA ALEXANDER S JR     735 BAYLOR STREET            DELRAN          NJ  08075    28,500.00     28,387.16
  242-01  915   801620428 DAVIS DONALD MEAD        HCR 5 BOX 92                 MADISON         VA  22727    39,200.00     39,037.86
  242-01  915   801620451 SALERA JOSEPH R          42 SECOND STREET             BORDENTOWN      NJ  08505    30,000.00     29,902.74
  242-01  915   801620519 MESSER SEAN L            RTE 1 BOX 205J               GREENWOOD       DE  19950    35,700.00     35,570.92
  242-01  915   801620527 SMITH CYNTHIA E          95-30 134TH STREET           RICHMOND HI     NY  11419    41,500.00     41,204.56
  242-01  915   801620675 GOSSETT STACI R          1216 SOUTH 5TH STREET        CLINTON         IN  47842    25,000.00     25,000.00
  242-01  915   801620857 TOLAND JAMES             551 557 ALBANY AVENUE        HARTFORD        CT  06112   175,000.00    174,204.91
  242-01  915   801620931 DAHN KURT                681 CORNEIL                  IMLAY CITY      MI  48444   175,000.00    175,000.00
  242-01  915   801621046 DENNIE DOLORES C         10141 ZION DRIVE             FAIRFAX         VA  22032   200,000.00    199,783.01
  242-01  915   801621137 O'STEEN DENISE D         17791 SOUTHWEST 40TH ST      DUNNELLON       FL  34432    36,000.00     35,581.70
  242-01  915   801621350 AKERS AARON W            116 FRONT AVE                SALEM           VA  24153    72,000.00     71,968.97
  242-01  915   801621459 ROGERSON DAVID           18 FRANKLIN STREET           PATCHOGUE       NY  11772   116,000.00    115,744.26
  242-01  915   801621483 SOULES SANDRA K          2310 MARCELLA TERRACE        PUNTA GORDA     FL  33983    19,400.00     19,040.25
  242-01  915   801621772 HACKER RUSSELL T         904 DOYLE TRAIL              ROSCOMMON       MI  48653    58,000.00     57,790.66
  242-01  915   801622267 SMITH MARVIN             6143 CARRANZA DR             JACKSONVILL     FL  32216     9,686.00      9,653.22
  242-01  915   801622382 LUCEY PATRICK K          11964 86TH AVENUE NORTH      SEMINOLE        FL  33772    14,000.00     13,937.34
  242-01  915   801622416 LUCKENBAUGH RICHARD B    15 FAIR AVENUE               HANOVER         PA  17331    56,000.00     56,000.00
  242-01  915   801622440 STAMPER JESSE FRANK      503 SUNNY CREEK RD           AYDEN           NC  28513    36,400.00     36,400.00
  242-01  915   801622929 GREEN GERALD             10602 WAY AVENUE             CLEVELAND       OH  44105    47,600.00     47,600.00
  242-01  915   801623000 MURPHY SHELIA K          72 CRAPE MYRTLE DRIVE        WHITEVILLE      NC  28472    80,100.00     80,100.00
  242-01  915   801623398 HITCHMAN MARY L          2327 BEACH STREET            TAMPA           FL  33607    11,000.00     10,986.60
  242-01  915   801623406 JACOBS JANICE            305 NORTH MONTGOMERY ST      HOLLIDAYSBU     PA  16648    35,495.00     35,129.88
  242-01  915   801623448 ADERS GARY               HWY145 ISSADOR RD            BRISTOW         IN  47586    47,250.00     47,250.00
  242-01  915   801623562 ROSEBORO DANIEL E        2113 SOUTH OAKLAND STREET    ARLINGTON       VA  22204    60,000.00     59,918.06
  242-01  915   801623596 LANG CHARLES A           716 SHADY LANE               CLEARWATER      FL  33764    27,000.00     26,757.97
  242-01  915   801624149 BONOME PATRICIA A        16 WEST CLIFF LANE           LAKE GROVE      NY  11755    30,000.00     29,832.71
  242-01  915   801624180 SPINKS HARVEY            9 NORTH HOPE CHAPEL ROAD     JACKSON         NJ  08527    21,500.00     21,328.68
  242-01  915   801624198 BOROUGHS EDGAR H         5311 SOUTH 3RD AVENUE        SAINT PETER     FL  33707    49,600.00     49,500.89
  242-01  915   801624487 RHOADES WILLIAM H        43-45 CASE AVENUE            WINCHESTER      CT  06098    13,850.00     13,780.69
  242-01  915   801624768 KNAPP VICKI              560 HOLLY COURT              MARS            PA  16046    15,500.00     15,455.55
  242-01  915   801624925 MARTIN LISA MARIA        1115 MANASOTA BEACH ROAD     ENGLEWOOD       FL  34233    35,000.00     34,646.48
  242-01  915   801624974 WEXLER ZEURA L           1061 PRINCETON ST            AKRON           OH  44301    39,100.00     39,046.07
  242-01  915   801625096 MONTGOMERY SUPRENA       804 SOUTH OAK STREET         VALDOSTA        GA  31601    28,000.00     27,868.69
  242-01  915   801625260 GUILLORY KENNEDY J       1269 CREE DRIVE              COLORADO SP     CO  80915   105,400.00    105,400.00
  242-01  915   801625393 CHILDRESS CECIL KEITH    250 STONE STREET             SPARTANBURG     SC  29301    29,750.00     29,750.00
  242-01  915   801625799 GOOSBY KIRK M            9355 59 S LAFLIN 1446 54 W   CHICAGO         IL  60622   260,000.00    260,000.00
  242-01  915   801626094 HARTMAN MARLENE E        3801 16TH AVENUE COURT NW    GIG HARBOR      WA  98335    30,000.00     30,000.00
  242-01  915   801626144 KENNEDY STEPHEN W        1503 SOUTH CLIFF STREET      GALLUP          NM  87301    35,135.00     35,127.74
  242-01  915   801626383 SALFI ELLEN M            1939 OCEAN DRIVE             AVALON          NJ  08202    38,250.00     38,119.48
  242-01  915   801626391 JONES HATTIE             1225 TAFT STREET             GARY            IN  46404    33,500.00     33,410.56
  242-01  915   801626474 MILLER ADELE J           23 AMITY ROAD                WARWICK         NY  10990    92,000.00     91,947.62
  242-01  915   801626599 TOMASELLO CAROL J        6313 BENSON AVENUE           MAYS LANDIN     NJ  08330    75,900.00     75,748.50
  242-01  915   801626631 MURPHY KEVIN             1157 GREEN END AVENUE        MIDDLETOWN      RI  02842    40,000.00     40,000.00
  242-01  915   801626706 DOLLARD STANLEY T        3 STROUD STREET              WILMINGTON      DE  19805    52,200.00     52,097.84
  242-01  915   801626722 AUSTIN CINDY LEHRER      13875 68TH STREET NORTH      WEST PALM B     FL  33412    56,894.00     56,671.85
  242-01  915   801626854 COX TORRIE               1305 N ELLIOTT               EVANSVILLE      IN  47711    44,240.00     44,218.67

             Cut-off Date     First                                       Original   Current     Scheduled
              Companion      Payment      Maturity      Rem       Date       LTV     Mortgage     Payment
  Account     Loan Bal.       Date          Date       Term       Due       Ratio      Rate     Int & Prin
------------------------------------------------------------------------------------------------------------

  801618182         0.00    06/01/1999   05/01/2014    179.00   06/01/99     84.5     11.250         630.23
  801618331         0.00    05/27/1999   04/27/2029    358.85   06/27/99     80.0     12.750         799.81
  801618471         0.00    05/01/1999   04/01/2014    178.00   06/01/99     66.3     12.100         422.31
  801618562         0.00    04/08/1999   03/08/2014    177.21   07/08/99     89.6     12.250         121.63
  801618620         0.00    03/26/1999   02/26/2029    356.88   06/26/99     80.0     11.150       1,773.17
  801618653         0.00    04/26/1999   03/26/2009    117.80   06/26/99     51.2     10.600         284.54
  801618745         0.00    05/27/1999   04/27/2014    178.85   06/27/99     90.0     10.490         361.94
  801619164         0.00    04/11/1999   03/11/2019    237.30   07/11/99     38.8     11.350         147.86
  801619222         0.00    04/15/1999   03/15/2014    177.44   06/15/99     80.0     12.750         591.17
  801619255         0.00    04/12/1999   03/12/2029    357.34   06/12/99     80.0      7.900         418.64
  801619412         0.00    04/12/1999   03/12/2014    177.34   06/12/99     90.0     11.800       2,325.39
  801619461         0.00    05/01/1999   04/01/2014    178.00   06/01/99     84.8     10.850         366.99
  801619552         0.00    06/06/1999   05/06/2014    179.15   06/06/99     90.0     10.900         735.51
  801619578         0.00    04/02/1999   03/02/2014    177.01   07/02/99     79.6     10.550         955.22
  801620030         0.00    06/05/1999   05/05/2019    239.11   06/05/99     90.0      9.900         948.82
  801620261         0.00    05/01/1999   04/01/2014    178.00   07/01/99     84.5     12.000         342.05
  801620428         0.00    12/13/1998   11/20/2013    173.42   05/20/99     70.0     10.850         441.86
  801620451         0.00    04/11/1999   03/11/2014    177.30   06/11/99     64.7     12.950         330.69
  801620519         0.00    05/01/1999   04/01/2024    298.00   06/01/99     70.0     14.100         432.48
  801620527         0.00    04/23/1999   03/23/2014    177.70   05/23/99     69.1     11.600         414.14
  801620675         0.00    04/08/1999   03/08/2014    177.21   06/08/99     47.1     10.600         230.56
  801620857         0.00    05/01/1999   04/01/2014    178.00   07/01/99     70.0     10.700       1,956.20
  801620931         0.00    05/01/1999   04/01/2014    178.00   06/01/99     79.5     12.450       1,860.91
  801621046         0.00    04/18/1999   03/18/2029    357.53   06/18/99     75.4      8.870       1,590.57
  801621137         0.00    04/26/1999   03/26/2014    177.80   06/26/99     80.0     11.750         426.29
  801621350         0.00    04/16/1999   03/16/2029    357.47   06/16/99     90.0     10.650         666.70
  801621459         0.00    05/06/1999   04/06/2029    358.16   07/06/99     80.0     10.250       1,039.48
  801621483         0.00    04/09/1999   03/09/2014    177.24   07/09/99     79.9     10.500         214.45
  801621772         0.00    05/01/1999   04/01/2019    238.00   07/01/99     44.6     10.350         573.23
  801622267         0.00    04/22/1999   03/22/2009    117.67   05/22/99     84.9     12.350         140.93
  801622382         0.00    05/01/1999   04/01/2009    118.00   06/01/99     75.9      9.150         178.48
  801622416         0.00    05/01/1999   04/01/2014    178.00   06/01/99     70.0      9.500         584.77
  801622440         0.00    05/09/1999   04/09/2024    298.26   06/09/99     70.0     12.350         392.82
  801622929         0.00    04/11/1999   03/11/2029    357.30   05/11/99     85.0     12.600         511.71
  801623000         0.00    05/01/1999   04/01/2029    358.00   06/01/99     90.0     11.650         802.41
  801623398         0.00    04/09/1999   03/09/2014    177.24   06/09/99     61.6     11.600         109.77
  801623406         0.00    01/02/1999   12/02/2013    174.05   06/02/99     70.9     11.450         413.52
  801623448         0.00    04/17/1999   03/17/2029    357.50   05/17/99     90.0     10.650         437.52
  801623562         0.00    11/13/1998   10/13/2013    172.41   05/13/99     70.5     10.600         553.33
  801623596         0.00    04/12/1999   03/12/2014    177.34   06/12/99     73.6      9.650         284.39
  801624149         0.00    05/01/1999   04/01/2019    238.00   07/01/99     82.4     11.600         322.00
  801624180         0.00    04/10/1999   03/10/2019    237.27   06/10/99     85.0     12.900         250.36
  801624198         0.00    04/10/1999   03/10/2014    177.27   06/10/99     80.0      9.400         413.45
  801624487         0.00    04/15/1999   03/15/2014    177.44   06/15/99     80.9     10.900         156.55
  801624768         0.00    04/22/1999   03/22/2014    177.67   06/22/99      8.2      8.900         156.29
  801624925         0.00    04/26/1999   03/26/2014    177.80   06/26/99     60.5     10.350         383.64
  801624974         0.00    05/01/1999   04/01/2029    358.00   06/01/99     85.0     10.350         353.29
  801625096         0.00    04/15/1999   03/15/2019    237.44   06/15/99     66.6     11.100         290.92
  801625260         0.00    05/01/1999   04/01/2029    358.00   06/01/99     85.0     11.250       1,023.71
  801625393         0.00    04/05/1999   03/05/2029    357.11   05/05/99     70.0     11.600         296.88
  801625799         0.00    06/01/1999   05/01/2029    359.00   06/01/99     66.6     12.450       2,764.79
  801626094         0.00    05/01/1999   04/01/2014    178.00   06/01/99     83.3     12.100         361.98
  801626144         0.00    05/01/1999   04/01/2019    238.00   06/01/99     84.7     12.000         386.87
  801626383         0.00    03/22/1999   02/22/2019    236.75   06/22/99     80.8     13.750         468.72
  801626391         0.00    05/28/1999   04/28/2014    178.88   06/28/99     74.4     11.600         334.31
  801626474         0.00    04/23/1999   03/23/2014    177.70   06/23/99     60.1      9.950         803.97
  801626599         0.00    06/07/1999   05/07/2029    359.18   07/07/99     66.5     11.100         728.55
  801626631         0.00    05/01/1999   04/01/2014    178.00   06/01/99     81.1     13.500         519.33
  801626706         0.00    04/16/1999   03/16/2014    177.47   06/16/99     90.0     10.400         473.60
  801626722         0.00    06/05/1999   05/05/2014    179.11   07/05/99     69.9     11.450         561.25
  801626854         0.00    04/23/1999   03/23/2029    357.70   06/23/99     80.0     11.000         421.31


ALLIANCE FUNDING                                            Sale Schedule - Group 1
A division of Superior Bank FSB         1999-2 Initial Pool of Fixed Rate Mortgages - Settlement 6/24/99             Page 8  6/30/99

                                                                                                           Principal   Cut-off Date
                                                                                                     Zip   Balance at    Principal
Pool ID   Inv   Account      Name                     Address                      City       State Code  Origination     Balance
------------------------------------------------------------------------------------------------------------------------------------

  242-01  915   801626995 SORG JOHN D              1813 TWINBROOK DRIVE         SELLERSBURG     IN  47172   106,200.00    106,200.00
  242-01  915   801627001 LONG LAUREL G            585 CHANNEL COURT            PALM HARBOR     FL  34684    27,000.00     26,865.18
  242-01  915   801627324 BODDIE TERRY             4442 WAYMIRE AVE             DAYTON          OH  45406    40,800.00     40,776.49
  242-01  915   801627407 MARLOW SHAWN             2316 MAGNOLIA AVENUE         LAKELAND        FL  33813   111,605.00    111,366.97
  242-01  915   801627506 SANTIAGO GEORGE L        1639 TENBROECK AVENUE        BRONX           NY  10461   141,600.00    141,574.16
  242-01  915   801627514 FLEISCHMAN ROBERT        4174 PEACE VALLEY ROAD       NEW WATERFO     OH  44445    50,000.00     49,664.06
  242-01  915   801627688 SARGENT COLIN A          307 WEST COLLINGS DRIVE      WILLIAMSTOW     NJ  08094    77,350.00     77,199.45
  242-01  915   801627738 SEARS RICHARD            16384 SOUTHWEST 58TH LANE    OCALA           FL  34480    52,000.00     52,000.00
  242-01  915   801627845 HERNANDEZ STEVE MARTIN   19651 ROAD 232               STRATHMORE      CA  93267   127,500.00    127,483.21
  242-01  915   801627886 INGRAHAM STEPHEN C       332 SUNSET ROAD              CARROLLTOWN     PA  15722    31,900.00     31,900.00
  242-01  915   801627902 SHIVERS DARREN           4005 CARROLLTON ST           INDIANAPOLI     IN  46205    78,400.00     78,400.00
  242-01  915   801628033 DUNAWAY BOBBY D          6150 PLUTO TRAIL             CYPRESS         FL  32442    63,000.00     63,000.00
  242-01  915   801628041 BYRAM BILLY              34552 JOHN                   WAYNE           MI  48184    56,000.00     56,000.00
  242-01  915   801628074 PUGH MARY ANNE           20 ELK MILLS ROAD            ELKTON          MD  21921    55,000.00     54,764.69
  242-01  915   801628215 JENKINS DALE L           1409 LITTLE CREEK DRIVE      WEST JORDAN     UT  84088    39,000.00     38,921.41
  242-01  915   801628280 HENDERSON LANCE K        1585 EAST 1820 NORTH         NORTH LOGAN     UT  84341    22,800.00     22,800.00
  242-01  915   801628421 STULL DAVID              187 RED BIRD ROAD            TIFTON          GA  31794    67,500.00     67,388.37
  242-01  915   801628462 MARKOWITZ JACK H         6109 CASTOR AVENUE           PHILADELPHI     PA  19149    45,520.00     45,496.99
  242-01  915   801628884 HOUSTON TOMMY S          113 BOW STRING ROAD          ELGIN           SC  29045    76,500.00     76,500.00
  242-01  915   801628892 BLANKUMSEE BESSIE L      620 622 13TH AVENUE SOUTH    SAINT PETER     FL  33705    64,000.00     64,000.00
  242-01  915   801628942 BAILEY CHARLES           243 CHAPELWHITE ROAD         IRMO            SC  29063    56,950.00     56,950.00
  242-01  915   801629080 LAWRENCE CHRISTOPHE J    139 CEDAR AVENUE             ROCKVILLE C     NY  11570    30,000.00     29,918.94
  242-01  915   801629098 HUETT LAURA J            14118 PAGE AVENUE            LARGO           FL  33774    71,920.00     71,920.00
  242-01  915   801629155 CLARK DEBRA              26839 ANDOVER                INKSTER         MI  48141    37,600.00     37,503.82
  242-01  915   801629254 CASPER MARK S            207 WEST MAIN STREET         GEORGETOWN      MA  01833    34,700.00     34,659.78
  242-01  915   801629270 PETTIFORD ANTHONY W      114 MARSHALL STREET          YELLOW SPRI     OH  45387    78,400.00     78,141.11
  242-01  915   801629288 MOORE SCOTT A            130 WEST MARYLAND AVE 3      PHOENIX         AZ  85013     9,700.00      9,700.00
  242-01  915   801629346 PFLAUMER LAWRENCE        2601 SPRUCE CREEK BLVD       DAYTONA BCH     FL  32124   364,000.00    364,000.00
  242-01  915   801629437 STEINER BARBARA E        12514 SPOTTSWOOD DRIVE       RIVERVIEW       FL  33569    40,560.00     40,518.27
  242-01  915   801629460 POWELL PAUL E            11370 SOUTHWEST 227TH ST     MIAMI           FL  33170    52,500.00     52,500.00
  242-01  915   801629510 TORO VILMA               8621 PIONEER TRAIL           PORT RICHEY     FL  34668    16,000.00     15,859.76
  242-01  915   801629627 LOWREY DENNIS JAMES      21 COUNTRYWOOD DRIVE         SAINT PETER     MO  63376    16,500.00     16,500.00
  242-01  915   801629676 KOCH MICHAEL B           N 2808 HWY 45                HORTONVILLE     WI  54944   100,000.00    100,000.00
  242-01  915   801629700 OBIE WANDA               517 SOUTH 16TH STREET        NEWARK          NJ  07103    51,000.00     50,859.56
  242-01  915   801629783 STAFFORD JOHN D          2045 CREEKWOOD RUN           LAKELAND        FL  33810    20,400.00     20,248.17
  242-01  915   801629817 MOORE SAMUEL             3625 LUDGATE RD              CLEVELAND       OH  44120    88,200.00     88,200.00
  242-01  915   801629833 FRADERA JOSE L           8510 NORTH MULBERRY STREET   TAMPA           FL  33604    46,400.00     46,400.00
  242-01  915   801629999 RADFELD CLOYD MARK       250 SHORE RD                 ARLINGTON       TN  38002    30,750.00     30,678.13
  242-01  915   801630096 MCCOLLUM KENNETH D       8851 CURRAGH DOWNS DRIVE     FAIR OAKS       CA  95628    82,000.00     82,000.00
  242-01  915   801630294 MCAULEY LINDA            1427 TACOMA STREET           FLINT           MI  48503    31,200.00     31,111.48
  242-01  915   801630658 MARTINEZ YOLANDA         19 BRITTANY LANE             JACKSON         NJ  08527    55,000.00     54,894.57
  242-01  915   801630732 BERRY TYRONE             2463 FERGUSON LANE           LELAND          NC  28451    15,000.00     14,920.97
  242-01  915   801630799 ALI MUHAMMED             1861 ROXFORD RD              EAST CLEVEL     OH  44112    23,800.00     23,788.20
  242-01  915   801630815 TRAVERS GEORGE F         1247 E VALLEY ROAD           SANTA BARBA     CA  93108    60,000.00     60,000.00
  242-01  915   801630831 ALI MUHAMMED             1863 ROXFORD RD              EAST CLEVEL     OH  44112    23,800.00     23,788.20
  242-01  915   801630880 ROBINSON KAREN           1408 S GRAND AVE EAST        SPRINGFIELD     IL  62703    24,000.00     23,757.61
  242-01  915   801630989 NEESE ZELDA D            1214 MONTROSE                TOLEDO          OH  43607    33,700.00     33,682.16
  242-01  915   801631029 HOLCOMB ALVA LEROY       125 SOUTH ZANTE STREET       BRIGHTON        CO  80601    74,800.00     74,434.36
  242-01  915   801631284 HANNAH JAMES             13510 TWP RD 64              GLENFORD        OH  43739    35,000.00     34,972.52
  242-01  915   801631409 VASQUEZ BENNIE R         430 NORTH 300 WEST           BRIGHAM CIT     UT  84302    72,000.00     71,676.66
  242-01  915   801631417 NGUYEN MINH D            4108 FAIR PARK BOULEVARD     FORT WORTH      TX  76115    46,750.00     46,750.00
  242-01  915   801631565 BISTOLAS MARY AYNE       35 YORK DRIVE                PITTSBURGH      PA  15214    31,000.00     31,000.00
  242-01  915   801631698 YEAGER LEWIS IRVING      17485 HENDERSON ROAD         MARYDEL         MD  21649    48,750.00     48,750.00
  242-01  915   801632209 FORTON KEITH             127 SOUTH MAIN STREET        CUSTER          MI  49405    20,100.00     20,100.00
  242-01  915   801632332 DRYMAN JAMES L           229 CARYL WAY                OLDSMAR         FL  34677    17,000.00     16,811.98
  242-01  915   801632340 DRYSDALE ROBERT W        1557 EAGLE NEST LANE         MIDDLEBURG      FL  32068    26,250.00     26,115.84
  242-01  915   801632480 BARTLETT ERNEST L JR     2415 N PARKER AVE            INDIANAPOLI     IN  46218    44,800.00     44,784.92
  242-01  915   801632589 MORRISON JUDITH K        12983 SOUTHEAST 48TH TERRA   BELLEVIEW       FL  34420    52,000.00     51,772.76
  242-01  915   801632746 PHILLIPS MATHERLEEN      809 LEONARD STREET           BROOKSVILLE     FL  34601    14,700.00     14,695.02
  242-01  915   801632811 KILLEBREW KEVIN          2034 BELLEFOUNTAINE          INDIANAPOLI     IN  46202    55,200.00     55,200.00
  242-01  915   801632860 CARPER SUSAN K           11811 BLACK DIAMOND RD       DOYLESTOWN      OH  44230    96,000.00     95,824.93

             Cut-off Date     First                                       Original   Current     Scheduled
              Companion      Payment      Maturity      Rem       Date       LTV     Mortgage     Payment
  Account     Loan Bal.       Date          Date       Term       Due       Ratio      Rate     Int & Prin
------------------------------------------------------------------------------------------------------------

  801626995         0.00    04/18/1999   03/18/2029    357.53   05/18/99     90.0      9.900         924.14
  801627001         0.00    04/12/1999   03/12/2014    177.34   06/12/99     89.9     10.900         305.19
  801627324         0.00    05/05/1999   04/05/2029    358.13   07/05/99     80.0     11.600         407.15
  801627407         0.00    05/01/1999   04/01/2019    238.00   06/01/99     85.0      8.900         996.97
  801627506         0.00    03/24/1999   02/24/2014    176.81   05/24/99     80.0     13.990       1,676.66
  801627514         0.00    05/01/1999   04/01/2014    178.00   07/01/99     65.7      8.400         489.44
  801627688         0.00    05/01/1999   04/01/2029    358.00   07/01/99     85.0     10.350         698.89
  801627738         0.00    06/05/1999   05/05/2024    299.11   06/05/99     80.0     10.500         490.97
  801627845         0.00    06/01/1999   05/01/2029    359.00   07/01/99     85.0     11.850       1,296.78
  801627886         0.00    05/01/1999   04/01/2014    178.00   06/01/99     89.9      9.650         336.00
  801627902         0.00    05/01/1999   04/01/2029    358.00   06/01/99     80.0     13.350         888.76
  801628033         0.00    05/28/1999   04/28/2029    358.88   05/28/99     80.0     10.000         552.87
  801628041         0.00    05/01/1999   04/01/2014    178.00   06/01/99     73.6     12.500         597.66
  801628074         0.00    09/01/1998   08/01/2028    350.00   06/01/99     59.7      8.000         403.57
  801628215         0.00    05/01/1999   04/01/2019    238.00   06/01/99     79.9     11.600         418.60
  801628280         0.00    05/01/1999   04/01/2014    178.00   06/01/99     81.8     11.850         231.89
  801628421         0.00    04/22/1999   03/22/2019    237.67   05/22/99     90.0     10.400         669.38
  801628462         0.00    02/15/1999   01/15/2014    175.50   06/15/99     80.0     12.990         503.19
  801628884         0.00    04/02/1999   03/02/2029    357.01   05/02/99     90.0     11.650         766.34
  801628892         0.00    04/11/1999   03/11/2029    357.30   06/11/99     80.0     12.850         700.47
  801628942         0.00    04/01/1999   03/01/2014    177.00   06/01/99     85.0     11.850         579.23
  801629080         0.00    05/27/1999   04/27/2014    178.85   06/27/99     68.2      9.650         255.55
  801629098         0.00    04/12/1999   03/12/2029    357.34   05/12/99     80.0     13.350         815.30
  801629155         0.00    04/23/1999   03/23/2029    357.70   06/23/99     80.0     13.350         426.24
  801629254         0.00    04/03/1999   03/03/2014    177.04   06/03/99     88.6     11.750         410.90
  801629270         0.00    04/22/1999   03/22/2014    177.67   06/22/99     80.0      9.650         667.83
  801629288         0.00    06/01/1999   05/01/2014    179.00   06/01/99     80.0     11.350         112.39
  801629346         0.00    05/01/1999   04/01/2029    358.00   06/01/99     80.0     11.450       3,590.78
  801629437         0.00    05/26/1999   04/26/2024    298.82   06/26/99     65.4     13.600         475.87
  801629460         0.00    05/01/1999   04/01/2019    238.00   06/01/99     70.0      9.500         489.37
  801629510         0.00    04/15/1999   03/15/2014    177.44   06/15/99     64.0      9.900         170.96
  801629627         0.00    04/26/1999   03/26/2014    177.80   05/26/99     84.1     13.650         215.88
  801629676         0.00    06/01/1999   05/01/2029    359.00   06/01/99     52.6     12.850       1,094.49
  801629700         0.00    03/26/1999   02/26/2014    176.88   06/26/99     85.0     10.550         468.42
  801629783         0.00    05/05/1999   04/05/2009    118.13   06/05/99     80.0     11.750         289.74
  801629817         0.00    04/05/1999   03/05/2029    357.11   06/05/99     90.0     11.150         849.96
  801629833         0.00    06/01/1999   05/01/2029    359.00   06/01/99     80.0     11.670         465.52
  801629999         0.00    05/12/1999   04/12/2014    178.36   06/12/99     75.0      9.650         323.89
  801630096         0.00    05/01/1999   04/01/2014    178.00   06/01/99     84.9     11.600         818.30
  801630294         0.00    05/05/1999   04/05/2029    358.13   06/05/99     80.0     13.350         353.69
  801630658         0.00    04/17/1999   03/17/2014    177.50   06/17/99     80.3     14.500         673.51
  801630732         0.00    05/12/1999   04/12/2009    118.36   06/12/99     57.6     10.150         199.47
  801630799         0.00    05/09/1999   04/09/2029    358.26   07/09/99     70.0     12.200         248.48
  801630815         0.00    05/01/1999   04/01/2014    178.00   06/01/99     84.9     12.900         659.03
  801630831         0.00    05/09/1999   04/09/2029    358.26   07/09/99     70.0     12.200         248.48
  801630880         0.00    05/01/1999   04/01/2029    358.00   07/01/99     80.0     14.250         289.12
  801630989         0.00    05/01/1999   04/01/2014    178.00   07/01/99     74.8     11.900         344.06
  801631029         0.00    05/01/1999   04/01/2019    238.00   07/01/99     85.0     10.650         754.34
  801631284         0.00    05/01/1999   04/01/2014    178.00   06/01/99     29.9     11.100         400.01
  801631409         0.00    06/01/1999   05/01/2014    179.00   07/01/99     80.0      8.250         540.91
  801631417         0.00    05/01/1999   04/01/2029    358.00   06/01/99     85.0     10.600         431.14
  801631565         0.00    05/01/1999   04/01/2019    238.00   06/01/99     50.4      8.900         276.92
  801631698         0.00    04/16/1999   03/16/2019    237.47   05/16/99     75.0     13.600         592.11
  801632209         0.00    06/01/1999   05/01/2029    359.00   06/01/99     64.8     14.490         245.98
  801632332         0.00    04/10/1999   03/10/2009    117.27   06/10/99     32.0      9.550         220.44
  801632340         0.00    04/12/1999   03/12/2014    177.34   06/12/99     72.9      9.900         280.48
  801632480         0.00    04/24/1999   03/24/2029    357.73   06/24/99     80.0     13.600         516.67
  801632589         0.00    04/16/1999   03/16/2019    237.47   06/16/99     76.4      9.340         479.29
  801632746         0.00    05/01/1999   04/01/2014    178.00   06/01/99     70.0      9.400         152.62
  801632811         0.00    04/17/1999   03/17/2029    357.50   05/17/99     80.0     13.350         625.76
  801632860         0.00    04/23/1999   03/23/2029    357.70   06/23/99     80.0     12.700       1,039.49


ALLIANCE FUNDING                                            Sale Schedule - Group 1
A division of Superior Bank FSB         1999-2 Initial Pool of Fixed Rate Mortgages - Settlement 6/24/99             Page 9  6/30/99

                                                                                                           Principal   Cut-off Date
                                                                                                     Zip   Balance at    Principal
Pool ID   Inv   Account      Name                     Address                      City       State Code  Origination     Balance
------------------------------------------------------------------------------------------------------------------------------------

  242-01  915   801632894 BALATY ESTELLE K         18675 BEAR CREEK ROAD        LOS GATOS       CA  95033   106,000.00    106,000.00
  242-01  915   801633124 GORDON RONDA K           509 FREDERICK STREET         CUMBERLAND      MD  21502    49,300.00     49,274.63
  242-01  915   801633272 JEFFERSON HOUSTON        983 E 78TH ST                CLEVELAND       OH  44103    63,920.00     63,893.48
  242-01  915   801633603 HATCHELL JACKELENE       140 RICHLAND HIGHWAY         COMFORT         NC  28522    48,000.00     47,960.56
  242-01  915   801633686 CAMERON DEBORAH          176 WASHINGTON HIGHWAY       SNYDER          NY  14226    30,000.00     29,958.39
  242-01  915   801633918 AMOS KARLA D             219 GRANADA BOULEVARD        FORT MYERS      FL  33905    45,000.00     45,000.00
  242-01  915   801633926 GAVIN FRANK E            1815 PAWTUCKET AVENUE        NISKAYUNA       NY  12309    19,300.00     19,270.23
  242-01  915   801633934 LINDBERG ROBERT L        6384 WEST 10500 NORTH        HIGHLAND        UT  84003    26,800.00     26,692.01
  242-01  915   801634056 KRUMMENACKER KEVIN W     901 HERZEL BOULEVARD         WEST BABYLO     NY  11704    31,450.00     31,450.00
  242-01  915   801634064 DOHR REBECCA S           6321 FROST DRIVE             TAMPA           FL  33625    60,000.00     59,717.97
  242-01  915   801634155 HAMAN WANDA              4705 SADLER DRIVE            ZELLWOOD        FL  32798    36,894.00     36,749.77
  242-01  915   801634221 CORE TALMADGE            4065 COLLEGE STREET          JACKSONVILL     FL  32205    58,650.00     58,650.00
  242-01  915   801634254 BEAR DENISE              112 OGBURN STREET            OSPREY          FL  34229    12,300.00     12,300.00
  242-01  915   801634445 MULINIX DANNY            5411 SOUTH FAIRWAY DRIVE     PUNTA GORDA     FL  33982    59,300.00     59,100.01
  242-01  915   801634627 PINEYRO MIRIAM A         126 SOUTHWEST 54 STREET      MIRAMAR         FL  33027    70,000.00     69,701.02
  242-01  915   801634692 HELTON COREY M           500 WEST KANSAS              HOBBS           NM  88240    27,509.00     27,509.00
  242-01  915   801634809 ELDRED FRED H            257 36TH STREET SOUTHEAST    LARGO           FL  33771    11,000.00     10,895.43
  242-01  915   801634841 SAMBATARO PAUL F         32614 35TH AVENUE SOUTHWES   FEDERAL WAY     WA  98023   187,000.00    186,934.26
  242-01  915   801634940 OZANA ELAN               68 CASWELL LANE              STATEN ISLA     NY  10314    32,300.00     31,881.64
  242-01  915   801635079 TUSSO JOSEPH C JR        134 LAKESHORE DRIVE          PATCHOGUE       NY  11772   112,000.00    111,682.24
  242-01  915   801635236 MCCALL ROBERT C          25247 CATALINA DRIVE         SOUTHFIELD      MI  48075    53,600.00     53,600.00
  242-01  915   801635384 BORAWSKI WILLIAM J       4692 W 148TH ST              CLEVELAND       OH  44135    47,600.00     47,600.00
  242-01  915   801635566 HOWELL CLIFFORD          1810 STATE ROAD 17 NORTH     SEBRING         FL  33870    36,900.00     36,837.89
  242-01  915   801635632 WHITE FLORINE ANNETTE    1006 COLE DRIVE              LONGVIEW        TX  75602    30,600.00     30,581.91
  242-01  915   801635905 ECHOLS, GERALD A.        9339 ARTESIAN                DETROIT         MI  48228    50,000.00     50,000.00
  242-01  915   801636499 DENNENO KENENTH R        22 NORMAN DRIVE              EAST HARTFO     CT  06108    28,400.00     28,327.67
  242-01  915   801636689 CUEVAS ERMELINDO         6332 GRANT STREET            HOLLYWOOD       FL  33024    68,000.00     67,761.93
  242-01  915   801636887 THOMAS LETETIA           2106 FIRST STREET NW         WASHINGTON      DC  20001   107,250.00    106,780.11
  242-01  915   801637273 MAHER JOHN               247 LAKELAND AVENUE          SAYVILLE        NY  11782    82,500.00     82,324.54
  242-01  915   801637398 SAMOT RAYMOND            27 MONTAUK BOULEVARD         EAST HAMPTO     NY  11937    30,000.00     30,000.00
  242-01  915   801637513 JAIMES AMELIA            748 CARIBOU DRIVE            KISSIMMEE       FL  34759    72,000.00     71,883.52
  242-01  915   801637539 PANANIDIS ZAFIRIS        5521 PARTRIDGE CT            HARRISBURG      PA  17111    13,650.00     13,532.06
  242-01  915   801637687 NELSON DORSESENA D       903 VINE AVENUE              CLEARWATER      FL  33755    21,000.00     20,967.13
  242-01  915   801637745 HUGHES SUSAN             115 TAUNTON HILL ROAD        NEWTOWN         CT  06470    20,000.00     19,826.31
  242-01  915   801637802 MORAD FREDRICK           600 WEST RUMBLE ROAD         MODESTO         CA  95350    43,349.00     43,349.00
  242-01  915   801638024 PEARSON BRADLEY          5730 NEWCASTLE AVENUE        LOS ANGELES     CA  91316    14,000.00     13,877.46
  242-01  915   801638115 RAMSEY CLARK C           1259 MANCHESTER RD           AKRON           OH  44307    34,100.00     33,951.04
  242-01  915   801638149 TURNER STARR M           646 2ND STREET               WILLIAMSPOR     PA  17701    21,600.00     21,600.00
  242-01  915   801638164 DOERFLEIN JOSEPH A       604 ELKINSVILLE RD           NASHVILLE       IN  47448    83,300.00     83,049.60
  242-01  915   801638438 HAYMON ARMON             920 SPEED ST                 MEMPHIS         TN  38114    35,200.00     35,200.00
  242-01  915   801638461 KYLES ERVIN              1605 ST ELMO AVE NE          CANTON          OH  44705    48,800.00     48,800.00
  242-01  915   801638479 CONAWAY ANDRE            3190 3194 WEST 47TH STREE    CLEVELAND       OH  44102    54,400.00     54,400.00
  242-01  915   801638578 MARTIBELLO DARYL         1312 EDWARD ROAD             BEACH LAKE      PA  18405    21,250.00     21,166.33
  242-01  915   801638701 PERRY JOSEPH S.          28214 BRYCE DRIVE            CASTAIC         CA  91384    31,400.00     31,287.07
  242-01  915   801638933 JAMES WILLIAM SR         1830 CONE ST                 TOLEDO          OH  43606    46,500.00     46,500.00
  242-01  915   801639063 JOHNSON JENNIFER J       660 660 1 HALF S LINDEN      ALLIANCE        OH  44601    26,250.00     26,172.63
  242-01  915   801639253 DEROSA PATRICK           811 TANGLEWOOD ROAD          WEST ISLIP      NY  11795    40,000.00     40,000.00
  242-01  915   801639261 TRIPPY CHARLES P JR      5805 LORDS AVENUE            SARASOTA        FL  34231    50,000.00     49,686.78
  242-01  915   801639279 CARNEY WADE E            4908 SOUTH 4420 WEST         WEST VALLEY     UT  84118    14,300.00     14,300.00
  242-01  915   801639295 MARINELLO MARY JO        194 RICE AVENUE              STATEN ISLA     NY  10314    23,500.00     23,440.12
  242-01  915   801639329 LESTER TAUNYA            16844 ARCHDALE               DETROIT         MI  48235    55,200.00     55,200.00
  242-01  915   801639535 EVANS LAURA J            886 EAST 670 NORTH           OGDEN           UT  84404   114,750.00    114,750.00
  242-01  915   801639618 SHOEMAKER DWIGHT         592 SILVER ST                MARION          OH  43302    46,750.00     46,749.90
  242-01  915   801639659 BALLARD DANNY G          9521 LITTLETON ROAD NORTH    FORT MYERS      FL  33903    19,298.00     19,272.83
  242-01  915   801639667 THOMAS STANLEY B         1472 EAST 103 STREET         BROOKLYN        NY  11236    50,500.00     50,488.93
  242-01  915   801639980 MCLEAN AMINTA C          114 15 111TH AVENUE          OZONE PARK      NY  11420   157,500.00    157,500.00
  242-01  915   801640004 GUILLORY KENNEDY J       940 EAST MORENO              COLORADO SP     CO  80915    71,250.00     71,250.00
  242-01  915   801640228 HODGSON DAVID R          73 SWEETGRASS DRIVE          BRENTWOOD       CA  94513    25,000.00     25,000.00
  242-01  915   801640269 RELLA STEVE E            1436 CHURCH STREET           SCRANTON        PA  18508    29,600.00     29,567.66
  242-01  915   801640418 CUEVAS DAVID C           428 CHEROKEE STREET          BETHLEHEM       PA  18015    40,000.00     40,000.00
  242-01  915   801640616 NODA TANIA W             200 STEPHENSON AVENUE        MIDDLESEX       NJ  08846    25,000.00     24,969.08

             Cut-off Date     First                                       Original   Current     Scheduled
              Companion      Payment      Maturity      Rem       Date       LTV     Mortgage     Payment
  Account     Loan Bal.       Date          Date       Term       Due       Ratio      Rate     Int & Prin
------------------------------------------------------------------------------------------------------------

  801632894         0.00    05/01/1999   04/01/2014    178.00   06/01/99     83.3     13.450       1,209.97
  801633124         0.00    04/04/1999   03/04/2014    177.07   06/04/99     85.0     12.500         526.16
  801633272         0.00    06/03/1999   05/03/2029    359.05   08/03/99     80.0     12.850         699.60
  801633603         0.00    05/12/1999   04/12/2029    358.36   06/12/99     75.0      9.900         417.69
  801633686         0.00    04/17/1999   03/17/2019    237.50   06/17/99     84.4     13.000         351.47
  801633918         0.00    04/27/1999   03/27/2014    177.83   05/27/99     90.0      9.900         391.59
  801633926         0.00    05/06/1999   04/06/2009    118.16   06/06/99     83.7     13.500         293.89
  801633934         0.00    05/01/1999   04/01/2014    178.00   07/01/99     85.0     11.350         262.34
  801634056         0.00    04/18/1999   03/18/2014    177.53   05/18/99     80.0     14.400         382.63
  801634064         0.00    04/24/1999   03/24/2014    177.73   06/24/99     75.0     10.250         653.97
  801634155         0.00    04/19/1999   03/19/2014    177.57   06/19/99     55.9     11.350         427.48
  801634221         0.00    04/15/1999   03/15/2014    177.44   06/15/99     85.0     11.000         558.54
  801634254         0.00    05/01/1999   04/01/2019    238.00   06/01/99     79.9     13.750         150.72
  801634445         0.00    04/22/1999   03/22/2029    357.67   06/22/99     80.1     10.900         560.26
  801634627         0.00    04/19/1999   03/19/2029    357.57   06/19/99     64.2     10.850         658.70
  801634692         0.00    06/01/1999   05/01/2014    179.00   06/01/99     90.0     11.150         265.10
  801634809         0.00    04/15/1999   03/15/2009    117.44   06/15/99     84.9      9.490         142.28
  801634841         0.00    05/01/1999   04/01/2029    358.00   07/01/99     85.0     13.450       2,134.57
  801634940         0.00    04/08/1999   03/08/2014    177.21   07/08/99     84.9     11.600         379.39
  801635079         0.00    05/25/1999   04/25/2019    238.78   06/25/99     80.0      8.900       1,000.50
  801635236         0.00    05/21/1999   04/21/2014    178.65   06/21/99     85.9     12.500         572.05
  801635384         0.00    04/15/1999   03/15/2029    357.44   06/15/99     50.3     13.590         548.59
  801635566         0.00    05/14/1999   04/14/2014    178.42   06/14/99     90.0     10.900         348.62
  801635632         0.00    05/01/1999   04/01/2029    358.00   07/01/99     85.0     11.500         303.03
  801635905         0.00    06/03/1999   05/03/2029    359.05   06/03/99     71.4     12.250         523.95
  801636499         0.00    04/08/1999   03/08/2019    237.21   06/08/99     85.0     12.450         321.67
  801636689         0.00    05/16/1999   04/16/2029    358.49   06/16/99     80.0     12.600         731.02
  801636887         0.00    04/19/1999   03/19/2029    357.57   06/19/99     73.9      9.870         930.91
  801637273         0.00    05/01/1999   04/01/2029    358.00   07/01/99     71.7      8.400         628.52
  801637398         0.00    04/05/1999   03/05/2014    177.11   05/05/99     71.1     11.850         357.17
  801637513         0.00    04/22/1999   03/22/2014    177.67   06/22/99     78.2      8.650         561.29
  801637539         0.00    04/24/1999   03/24/2009    117.73   06/24/99     85.9     10.875         187.06
  801637687         0.00    05/01/1999   04/01/2019    238.00   07/01/99     80.0     13.600         255.06
  801637745         0.00    05/01/1999   04/01/2019    238.00   07/01/99     82.0     10.450         199.00
  801637802         0.00    07/01/1999   06/01/2014    180.00   07/01/99     80.0     12.100         449.23
  801638024         0.00    05/01/1999   04/01/2014    178.00   07/01/99     81.3     10.500         154.76
  801638115         0.00    04/15/1999   03/15/2029    357.44   06/15/99     74.9     11.350         333.79
  801638149         0.00    05/01/1999   04/01/2019    238.00   06/01/99     80.0     10.900         221.49
  801638164         0.00    05/23/1999   04/23/2029    358.72   06/23/99     85.0      9.900         724.87
  801638438         0.00    04/05/1999   03/05/2029    357.11   06/05/99     80.0     11.350         344.56
  801638461         0.00    04/18/1999   03/18/2029    357.53   06/18/99     80.0     13.350         553.21
  801638479         0.00    04/03/1999   03/03/2029    357.04   06/03/99     80.0     10.150         483.44
  801638578         0.00    05/02/1999   04/02/2009    118.03   06/02/99     76.8      9.900         279.64
  801638701         0.00    05/01/1999   04/01/2014    178.00   07/01/99     84.9     12.950         396.25
  801638933         0.00    04/11/1999   03/11/2029    357.30   05/11/99     75.0     11.600         464.04
  801639063         0.00    04/19/1999   03/19/2029    357.57   06/19/99     75.0     11.350         256.95
  801639253         0.00    04/12/1999   03/12/2014    177.34   05/12/99     51.6     10.850         376.40
  801639261         0.00    04/19/1999   03/19/2029    357.57   06/19/99     64.1      9.400         416.78
  801639279         0.00    07/01/1999   06/01/2014    180.00   07/01/99     84.9     12.100         148.19
  801639295         0.00    05/12/1999   04/12/2014    178.36   06/12/99     10.0      9.900         251.10
  801639329         0.00    05/07/1999   04/07/2014    178.19   05/07/99     80.0     12.500         589.13
  801639535         0.00    06/01/1999   05/01/2014    179.00   06/01/99     87.5      9.600         973.26
  801639618         0.00    05/16/1999   04/16/2029    358.49   06/16/99     85.0     11.750         471.90
  801639659         0.00    05/06/1999   04/06/2014    178.16   06/06/99     90.0     10.400         212.12
  801639667         0.00    04/01/1999   03/01/2019    237.00   06/01/99     89.8     11.500         538.55
  801639980         0.00    04/26/1999   03/26/2014    177.80   05/26/99     90.0     11.800       1,595.86
  801640004         0.00    05/01/1999   04/01/2029    358.00   06/01/99     75.0     10.750         665.11
  801640228         0.00    07/01/1999   06/01/2014    180.00   07/01/99     81.8     11.400         290.46
  801640269         0.00    04/12/1999   03/12/2029    357.34   06/12/99     80.0     13.350         335.55
  801640418         0.00    06/07/1999   05/07/2029    359.18   06/07/99     80.0     10.500         365.90
  801640616         0.00    04/15/1999   03/15/2014    177.44   06/15/99     82.3     11.800         253.31


ALLIANCE FUNDING                                            Sale Schedule - Group 1
A division of Superior Bank FSB         1999-2 Initial Pool of Fixed Rate Mortgages - Settlement 6/24/99             Page 10 6/30/99

                                                                                                           Principal   Cut-off Date
                                                                                                     Zip   Balance at    Principal
Pool ID   Inv   Account      Name                     Address                      City       State Code  Origination     Balance
------------------------------------------------------------------------------------------------------------------------------------

  242-01  915   801640814 KAUFMAN GERALD B         1445 ROBINSON HIGHWAY        MCDONALD        PA  15057    37,000.00     36,698.16
  242-01  915   801640962 OXENDINE RETHA           210 WILLOW RUN               RED SPRINGS     NC  28377    22,500.00     22,500.00
  242-01  915   801641135 HUTCHESON NORMA B        3829 13TH STREET NORTHWEST   WASHINGTON      DC  20011    60,000.00     59,819.07
  242-01  915   801641143 ROBINSON TIM DALE        43 INDIAN CAMP BRANCH ROAD   WEAVERVILLE     NC  28787    62,100.00     62,079.28
  242-01  915   801641358 WILLIAMS KARI            RTE 2 BOX 1750               FARMVILLE       VA  23901    61,200.00     60,936.87
  242-01  915   801641572 CATES LEROY              2020 S 65TH STREET           PHILADELPHI     PA  19142    31,600.00     31,392.38
  242-01  915   801641598 ADAMS JEFFREY            312 SOUTH COURT STREET       HARRISVILLE     WV  26362    55,675.00     55,675.00
  242-01  915   801641705 NUNN MAURIE L            5789 PORTAGE AVENUE          CLEVELAND       OH  44127    52,000.00     51,964.60
  242-01  915   801641713 WILBER MARK L            1 WARD LANE                  SCHOHARIE       NY  12157    60,000.00     59,934.07
  242-01  915   801641812 NUNN MAURIE L            1628 DELMONT AVENUE          CLEVELAND       OH  44110    60,000.00     59,959.16
  242-01  915   801641838 KENNY JEANETTE           5756 UNIT 4 CALAIS BLVD      ST PETERSBU     FL  33714    35,700.00     35,439.19
  242-01  915   801641929 BIRKETT JOHN             5676 JEFFERSON AVE           MAPLE HEIGH     OH  44137    68,000.00     67,972.55
  242-01  915   801642125 EDWARDS CHARLES D        503 POPULAR DRIVE            CANDOR          NC  27229    42,500.00     42,500.00
  242-01  915   801642208 JONES MALCOLM B          4410 S LEAMINGTON AVE        CHICAGO         IL  60638    74,700.00     74,700.00
  242-01  915   801642273 HINSON WANDA             150 GREENFIELD ESTATES       WHITEVILLE      NC  28472    16,450.00     16,391.49
  242-01  915   801642299 DAGLEY DOUGLAS R         19 RT BOX 859                LAKE CITY       FL  32025    46,325.00     46,280.56
  242-01  915   801642323 TERRY MORRELL            2828 W WILCOX                CHICAGO         IL  60612   105,000.00    105,000.00
  242-01  915   801642471 GOWDY DAVID P            2285 HOPEWELL PLANTATION D   ALPHARETTA      GA  30004    58,500.00     58,445.80
  242-01  915   801642539 HANNA DAVID D            2415 BRIDGEWATER LANE        SARASOTA        FL  34231   108,000.00    107,849.81
  242-01  915   801642653 BURCH LORA               96 ROBERTS-WILLIAMS ROAD     CRAWFORDVIL     FL  32327    80,000.00     80,000.00
  242-01  915   801642687 CARTER NEAL              8340 DURAND AVENUE           PENSACOLA       FL  32507    33,150.00     33,150.00
  242-01  915   801643032 DECKMAN CHARLES          209 S VINCENT STREET         BALTIMORE       MD  21223    24,750.00     24,723.18
  242-01  915   801643164 MAYLAND HAROLD E         7811 SOUTH VENTURA COURT     AURORA          CO  80016    49,000.00     48,853.55
  242-01  915   801643248 WATSON LIZZIE            454 FIRST AVENUE             BENNETTSVIL     SC  29512    21,000.00     20,952.87
  242-01  915   801643461 MCCLURE LARRY T          16003 BARBARA LANE           MAGNOLIA        TX  77355    70,550.00     70,511.11
  242-01  915   801643503 VO HAI THANH             13266 ENTREKEN AVENUE        SAN DIEGO       CA  92129    30,100.00     30,100.00
  242-01  915   801643669 NENOFF ANNA MARIA        1219 DELEON COURT            PALM HARBOR     FL  34683    23,700.00     23,700.00
  242-01  915   801643743 SOMES BARRY              2 ISLAND VIEW DRIVE          PORTLAND        ME  04110    83,600.00     83,243.21
  242-01  915   801643883 SALTER PETER             15524 AUBURN                 DETROIT         MI  48223    37,100.00     37,100.00
  242-01  915   801643941 ARVIZO ISIDRO            4036 WEST CYPRESS STREET     PHOENIX         AZ  85009    10,580.00     10,575.56
  242-01  915   801643974 SAFMAN MERIDITH          2574 E YERMO AVENUE          SALT LAKE C     UT  84109    25,000.00     24,922.43
  242-01  915   801644048 JACKITIS SCOTT A         754 BRIDGE STREET EXT        MANCHESTER      NH  03104    34,900.00     34,900.00
  242-01  915   801644329 DAVIS GERALD BEAMER SR   9519 ROBERT E LEE DRIVE      SPOTSYLVANI     VA  22553    82,800.00     82,800.00
  242-01  915   801644550 JORDAN MICHAEL R         316 PROSPECT AVENUE          LIMA            OH  45806    24,000.00     23,905.12
  242-01  915   801644709 GOMEZ JOAN               59 61 SHERWOOD AVENUE        BRIDGEPORT      CT  06605    29,000.00     28,771.78
  242-01  915   801644774 SCHMALFUSS STEVE W       31 COLUMBUS AVENUE           BRENTWOOD       NY  11717    28,500.00     28,246.15
  242-01  915   801644964 DEMATTEO NICHOLAS J      38085 DORN DRIVE             CATHEDRAL C     CA  92234   119,000.00    118,939.81
  242-01  915   801644980 ROBERTSON JERRY          7271 INGALLS STREET          ARVADA          CO  80003    93,000.00     93,000.00
  242-01  915   801645011 COREAS EDNA              893 S 18TH STREET            NEWARK          NJ  07103    76,000.00     75,982.36
  242-01  915   801645128 FRANCIONE DANTON J       5716 15TH STREET WEST        BRADENTON       FL  34207    57,800.00     57,684.38
  242-01  915   801645326 JAMES WILLIAM SR         948 BLUM STREET              TOLEDO          OH  43615    32,250.00     32,250.00
  242-01  915   801645375 GAMBLE DEBORAH A         1110 TREMONT AVE             DAVENPORT       IA  52803    49,000.00     49,000.00
  242-01  915   801645441 FERGUSON ALBERT          2125 VINE STREET             BALTIMORE       MD  21223    24,400.00     24,165.45
  242-01  915   801645631 FOSTER CLEVELAND         3733 HIGHLAND AVENUE         FORT MYERS      FL  33916    35,250.00     35,164.70
  242-01  915   801645672 TOPLISS BEVERLY          7313 CORTEZ LANE             BOULDER         CO  80303    42,000.00     42,000.00
  242-01  915   801645763 GETCHELL PERRY E         352 EAST 700 NORTH           ROOSEVELT       UT  84066    17,400.00     17,352.76
  242-01  915   801646084 ARIAS LUIS V             4010 STORER                  CLEVELAND       OH  44109    50,400.00     50,362.74
  242-01  915   801646118 NELSON JAMES             13306 STERLING CIRLCE        MIDLAND         NC  28107    35,000.00     33,910.37
  242-01  915   801646423 DOTSON MARK HUGH         RTE 2 BOX 910                VIAN            OK  74962    43,835.00     43,835.00
  242-01  915   801646605 JACKSON, ROBERT H        2112 EAST TULANE DRIVE       TEMPE           AZ  85283    27,500.00     27,422.15
  242-01  915   801646944 YOHE JEFFREY R           302 ROOSEVELT BVLD           BUTLER          PA  16001    62,900.00     62,464.14
  242-01  915   801646951 CRONIN KELLY             9 SPRING ROAD                PROSPECT        CT  06712    33,000.00     33,000.00
  242-01  915   801647058 DEAN ROBERTA L           2146 DILLMAN STREET          TERRE HAUTE     IN  47802    15,600.00     15,586.51
  242-01  915   801647215 SCRIMA JEAN MARIE        3228 CULLMAN DRIVE           LAKELAND        FL  33805    39,000.00     38,854.57
  242-01  915   801647264 WALLER PHILLIP ALVIN     1035 ALCHIE LANE             NATHALIE        VA  24577    40,000.00     40,000.00
  242-01  915   801647322 JACKSON BROW SUSAN       1 RR BOX 85F                 TURIN           NY  13473    25,000.00     24,817.84
  242-01  915   801647355 ROCCO JOSEPH J           15 BLACKMAN STREET           SMITHTOWN       NY  11787    20,450.00     20,332.61
  242-01  915   801647538 HICKS CONLEY J           14 PEAKLAND PLACE            PULASKI         VA  24301    59,400.00     59,400.00
  242-01  915   801647561 HUGHES ROSEMARY          469 WEST DELAVAN AVENUE      BUFFALO         NY  14213    21,000.00     21,000.00
  242-01  915   801647603 RIPPEE TODD M            3636 NIELSON                 COLEMAN         MI  48618    90,000.00     89,677.73
  242-01  915   801647652 ROUSSEAU DAVID P         245 E LADD                   MERRILL         MI  48637    36,000.00     35,929.15

             Cut-off Date     First                                       Original   Current     Scheduled
              Companion      Payment      Maturity      Rem       Date       LTV     Mortgage     Payment
  Account     Loan Bal.       Date          Date       Term       Due       Ratio      Rate     Int & Prin
------------------------------------------------------------------------------------------------------------

  801640814         0.00    04/26/1999   03/26/2019    237.80   06/26/99     64.9     10.100         359.51
  801640962         0.00    05/22/1999   04/22/2009    118.68   05/22/99     56.2     12.850         333.96
  801641135         0.00    04/09/1999   03/09/2014    177.24   06/09/99     45.1     11.350         695.21
  801641143         0.00    04/17/1999   03/17/2029    357.50   06/17/99     90.0     11.150         598.44
  801641358         0.00    05/19/1999   04/19/2029    358.59   06/19/99     90.0     10.650         566.70
  801641572         0.00    12/17/1998   11/17/2018    233.56   06/17/99     80.0     11.280         332.21
  801641598         0.00    04/15/1999   03/15/2014    177.44   06/15/99     85.0     11.500         551.34
  801641705         0.00    04/08/1999   03/08/2029    357.21   06/08/99     80.0     10.900         491.28
  801641713         0.00    04/15/1999   03/15/2014    177.44   06/15/99     57.1     10.100         530.98
  801641812         0.00    04/08/1999   03/08/2029    357.21   06/08/99     80.0     10.900         566.86
  801641838         0.00    04/15/1999   03/15/2009    117.44   06/15/99     66.1     11.600         503.97
  801641929         0.00    04/18/1999   03/18/2029    357.53   06/18/99     80.0     12.950         749.56
  801642125         0.00    04/19/1999   03/19/2029    357.57   06/19/99     85.0     11.750         429.00
  801642208         0.00    06/03/1999   05/03/2029    359.05   06/03/99     64.9     13.590         860.92
  801642273         0.00    04/19/1999   03/19/2009    117.57   05/19/99     70.0     14.350         258.89
  801642299         0.00    05/05/1999   04/05/2019    238.13   06/05/99     85.0      9.650         436.36
  801642323         0.00    06/01/1999   05/01/2014    179.00   06/01/99     69.0     13.300       1,349.30
  801642471         0.00    04/18/1999   03/18/2014    177.53   06/18/99     74.9     11.600         687.11
  801642539         0.00    04/23/1999   03/23/2029    357.70   06/23/99     82.4      9.990         946.98
  801642653         0.00    06/11/1999   05/11/2029    359.31   06/11/99     80.0     10.000         702.06
  801642687         0.00    06/01/1999   05/01/2019    239.00   06/01/99     85.0     11.500         353.52
  801643032         0.00    04/19/1999   03/19/2014    177.57   05/19/99     75.0     11.100         237.57
  801643164         0.00    05/01/1999   04/01/2014    178.00   06/01/99     80.0     10.600         544.69
  801643248         0.00    04/23/1999   03/23/2014    177.70   06/23/99     56.7     10.100         226.95
  801643461         0.00    05/01/1999   04/01/2029    358.00   07/01/99     85.0     11.750         712.14
  801643503         0.00    06/01/1999   05/01/2019    239.00   06/01/99     76.8     10.100         292.47
  801643669         0.00    07/01/1999   06/01/2019    240.00   07/01/99     84.9     12.350         266.76
  801643743         0.00    04/17/1999   03/17/2014    177.50   06/17/99     83.7     12.500       1,030.39
  801643883         0.00    05/13/1999   04/13/2014    178.39   06/13/99     63.9     14.250         446.94
  801643941         0.00    07/01/1999   06/01/2029    360.00   09/01/99     84.9     12.850         115.80
  801643974         0.00    04/08/1999   03/08/2019    237.21   06/08/99     84.9     11.500         266.61
  801644048         0.00    04/03/1999   03/03/2014    177.04   06/03/99     84.9     12.850         381.98
  801644329         0.00    05/28/1999   04/28/2014    178.88   05/28/99     90.0     10.900         935.91
  801644550         0.00    04/22/1999   03/22/2029    357.67   06/22/99     80.0     10.625         221.78
  801644709         0.00    03/04/1999   02/04/2014    176.15   06/04/99     85.7     12.500         357.43
  801644774         0.00    05/02/1999   04/02/2014    178.03   07/02/99     87.1     11.000         323.93
  801644964         0.00    06/01/1999   05/01/2014    179.00   07/01/99     85.0      8.250         894.01
  801644980         0.00    05/01/1999   04/01/2029    358.00   06/01/99     57.4      6.000         557.58
  801645011         0.00    04/16/1999   03/16/2014    177.47   06/16/99     80.0     11.740         766.57
  801645128         0.00    05/01/1999   04/01/2029    358.00   07/01/99     85.0      9.400         481.80
  801645326         0.00    04/11/1999   03/11/2029    357.30   06/11/99     75.0     11.600         321.83
  801645375         0.00    04/04/1999   03/04/2014    177.07   06/04/99     70.0     12.500         522.96
  801645441         0.00    04/11/1999   03/11/2029    357.30   07/11/99     65.9     14.100         291.04
  801645631         0.00    05/01/1999   04/01/2019    238.00   07/01/99     75.0     10.500         351.93
  801645672         0.00    06/01/1999   05/01/2014    179.00   06/01/99     69.8     11.100         403.15
  801645763         0.00    05/01/1999   04/01/2014    178.00   06/01/99     84.8     11.050         198.31
  801646084         0.00    05/22/1999   04/22/2029    358.68   06/22/99     80.0     12.600         541.81
  801646118         0.00    05/01/1999   04/01/2014    178.00   09/01/99     70.0     10.000         376.11
  801646423         0.00    07/01/1999   06/01/2014    180.00   07/01/99     78.6     12.350         536.00
  801646605         0.00    05/01/1999   04/01/2019    238.00   07/01/99     79.6     13.600         334.01
  801646944         0.00    05/01/1999   04/01/2029    358.00   07/01/99     85.0     10.850         591.89
  801646951         0.00    04/26/1999   03/26/2019    237.80   05/26/99     89.9     11.250         346.25
  801647058         0.00    05/14/1999   04/14/2014    178.42   06/14/99     60.0     13.140         198.82
  801647215         0.00    05/09/1999   04/09/2024    298.26   06/09/99     75.0     12.600         428.15
  801647264         0.00    05/05/1999   04/05/2029    358.13   06/05/99     59.7      9.700         342.19
  801647322         0.00    04/23/1999   03/23/2014    177.70   06/23/99     55.5      9.990         268.50
  801647355         0.00    04/03/1999   03/03/2014    177.04   06/03/99     85.0     13.250         262.12
  801647538         0.00    05/01/1999   04/01/2014    178.00   06/01/99     90.0     10.900         561.20
  801647561         0.00    06/01/1999   05/01/2029    359.00   06/01/99     44.6     11.600         209.56
  801647603         0.00    05/01/1999   04/01/2029    358.00   06/01/99     90.0     10.650         833.38
  801647652         0.00    04/16/1999   03/16/2029    357.47   06/16/99     80.0      9.250         296.16


ALLIANCE FUNDING                                            Sale Schedule - Group 1
A division of Superior Bank FSB         1999-2 Initial Pool of Fixed Rate Mortgages - Settlement 6/24/99             Page 11 6/30/99

                                                                                                           Principal   Cut-off Date
                                                                                                     Zip   Balance at    Principal
Pool ID   Inv   Account      Name                     Address                      City       State Code  Origination     Balance
------------------------------------------------------------------------------------------------------------------------------------

  242-01  915   801647694 CALLICUTT SHADD R        343 GRAHAM ROAD              CANDOR          NC  27229    36,000.00     35,948.76
  242-01  915   801647736 NUZIALE MIRIAM           8008 14TH AVENUE             BROOKLYN        NY  11228    35,000.00     34,778.64
  242-01  915   801647819 BUTLER DIAZ LUCINDA E    2310 WEATHER WOOD PLACE      FORT WAYNE      IN  46818    17,200.00     17,200.00
  242-01  915   801648114 OGONOWSKI SUSAN          235 S ROBINSON STREET        BALTIMORE       MD  21224    50,400.00     50,164.19
  242-01  915   801648254 TRAN TRUONG ROBERT LEE   2486 AGLER ROAD              COLUMBUS        OH  43224    18,000.00     18,000.00
  242-01  915   801648262 SIMMS THOMAS             3007 TENNESSEE AVENUE        CLEARWATER      FL  33759    65,400.00     65,349.81
  242-01  915   801648312 DO HA T                  2478 AGLER RD                COLUMBUS        OH  43224    19,200.00     19,179.19
  242-01  915   801648510 OCHOA JOSE               419 8TH STREET               UNION CITY      NJ  07087    17,000.00     16,993.62
  242-01  915   801648932 DAY CHARLES S            4328 HEDGE DRIVE NORTH       LAKELAND        FL  33813    40,000.00     39,731.35
  242-01  915   801649062 ASSIS VIVIAN             1536 WEST 5TH STREET         BROOKLYN        NY  11204   190,000.00    189,624.11
  242-01  915   801649070 WILKINS CHARLES          615 N MCLEAN                 LINCOLN         IL  62656    22,400.00     22,118.05
  242-01  915   801649104 FDYFIL CELESTINE         38 OAK AVENUE                IRVINGTON       NJ  07111   115,000.00    114,870.66
  242-01  915   801649229 JONES BONNIE L           11716 AVON AVENUE            CLEVELAND       OH  44105    52,000.00     51,806.28
  242-01  915   801649401 SUTTON VALERIE           1724 EAST RIVER COVE AVE     TAMPA           FL  33604    51,840.00     51,485.00
  242-01  915   801649443 JONES EDWARD M           4565 REMO CRESCENT DRIVE     BENSALEM        PA  19020   120,800.00    120,784.08
  242-01  915   801649500 GORDON JAMES J           937 SOUTH JASMINE STREET     DENVER          CO  80224    13,950.00     13,925.80
  242-01  915   801649674 RAMSEY CLARK             960 VICTORY ST               AKRON           OH  44311    35,250.00     35,162.91
  242-01  915   801649864 COATS JACQUELINE         4121 E 108TH ST              CLEVELAND       OH  44105    61,600.00     61,600.00
  242-01  915   801650029 SHIRLE JOHN JR           HCR4 BOX 158A OLD SWAMP RD   SWANSEA         SC  29160    52,500.00     52,252.39
  242-01  915   801650128 QUACKENBUSH ADELBERT M   102 HILL AND DELL DRIVE      WARRENVILLE     SC  29851    17,600.00     17,514.34
  242-01  915   801650540 GOMES ALFREDO            14 HAMILTON AVENUE           NEW ROCHELL     NY  10800   225,250.00    224,847.98
  242-01  915   801650698 HURD LORNE R             3353 SOUTH SWEETGUM DRIVE    MAGNA           UT  84044    15,915.00     15,884.08
  242-01  915   801650730 VAN NATTER VALERIE       330 332 EAST 4TH STREET      SALIDA          CO  81201    83,250.00     83,040.48
  242-01  915   801650888 NUNN MAURIE L            5751 PORTAGE AVENUE          CLEVELAND       OH  44127    52,000.00     51,964.60
  242-01  915   801650995 BROWN KENNETH A          331 WEST 40TH STREET         JACKSONVILL     FL  32206    38,500.00     38,500.00
  242-01  915   801651027 EVANS RAYLYNN            14234 MASCOTTE EMPIRE ROAD   GROVELAND       FL  34736    42,000.00     41,925.71
  242-01  915   801651134 WOODBURY WYETT           1317 FINDLAY AVENUE          BRONX           NY  10456   152,000.00    152,000.00
  242-01  915   801651258 VANDERMEERSC A MARIANNE  130 SANDY HOLLOW ROAD        NORTHPORT       NY  11768    54,000.00     53,665.21
  242-01  915   801651266 DIETTE JEFFREY A         4357 JOSEPHINE ST UNIT B     DENVER          CO  80216    79,300.00     79,300.00
  242-01  915   801651340 DIETTE JEFFERY A         4357 JOSEPHINE ST UNIT A     DENVER          CO  80216    79,300.00     79,300.00
  242-01  915   801651787 BATTERTON GUY            34607 CALLE PORTOLA          DANA POINT      CA  92624    17,800.00     17,800.00
  242-01  915   801652009 NIGHTINGALE MARY         9950 BRIMHALL ROAD           BAKERSFIELD     CA  93312    30,000.00     30,000.00
  242-01  915   801652116 YELINEK STEVE            736 OLD NATIONAL PIKE        BROWNSVILLE     PA  15417   144,000.00    143,889.23
  242-01  915   801652280 PETERS LARRY W           615 MOYER AVENUE             PEN ARGYL       PA  18072    71,700.00     71,508.64
  242-01  915   801652389 MADDOX MARION L          6134-2 PRINCIPIA DRIVE       FORT MYERS      FL  33919    29,400.00     28,733.26
  242-01  915   801652454 BOOKER JOE M             4191 KIRKALDY DRIVE          PALM HARBOR     FL  34685    21,297.00     21,257.12
  242-01  915   801652462 GAY LARRY TODD           5004 MCLAIN DRIVE            ACWORTH         GA  30101    12,300.00     12,017.12
  242-01  915   801652660 SMITH BRIAN H            706 SOUTHWEST 31ST STREET    CAPE CORAL      FL  33914    14,900.00     14,892.12
  242-01  915   801652678 SPELLMAN VERTELLA        301 NORTH MARIE DRIVE        ALLENDALE       SC  29810    46,200.00     46,066.60
  242-01  915   801652777 LANDAU REGINALD          71 GARWOOD ROAD              FAIR LAWN       NJ  07410    65,000.00     64,905.75
  242-01  915   801652827 KIRKLAND JOHN LEON ALLAN 18418 TIMBERLAN DRIVE        LUTZ            FL  33549   152,720.00    152,116.72
  242-01  915   801653007 DAVIS CECIL W JR         9731 WEST WATERMELON LANE    CRYSTAL RIV     FL  34428     9,000.00      8,921.74
  242-01  915   801653247 NEKIC JOHN A             9607 STEINWAY AVE            CLEVELAND       OH  44104    62,900.00     62,900.00
  242-01  915   801653288 MOORE TAMMY ANN          1 ROUTE                      HARRISVILLE     WV  26362    62,100.00     62,041.25
  242-01  915   801653437 MORALES GEORGE           546 CHESTER STREET           LANCASTER       PA  17602    36,400.00     36,372.63
  242-01  915   801653445 DEDRICK JEFFREY A        8264 IRVING AVENUE N         BROOKLYN PK     MN  55444    16,800.00     16,737.08
  242-01  915   801653536 NUNEZ JOHN F             1252 S PENNINGTON DRIVE      CHANDLER        AZ  85248    24,500.00     24,412.65
  242-01  915   801653569 BROUSEK ROBERT E         1355 CARIBOU TRAIL           CAROL STREA     IL  60188   151,200.00    151,080.93
  242-01  915   801653585 CARTER JERRY W           103 N MARSHALL STREET        CHASE CITY      VA  23924    51,850.00     51,850.00
  242-01  915   801653593 MOBLEY ALBERT            RT 2 BOX 189                 LAMAR           SC  29069    24,050.00     24,012.16
  242-01  915   801653635 SANTEL DAVID J           441 LIMESTONE DRIVE          BETHEL PARK     PA  15102    14,800.00     14,800.00
  242-01  915   801653718 TOWNSEND CHARLES J       31021 U S ROUTE 11           LERAY           NY  13673    27,000.00     26,870.04
  242-01  915   801653908 WILLIS LEVONYA Y         691 E 159TH ST               CLEVELAND       OH  44110    45,000.00     44,775.15
  242-01  915   801653957 LEPAIN PAUL H            2219 STACY COURT             PALM HARBOR     FL  34683    12,000.00     11,942.01
  242-01  915   801654112 THOMAS MARY              118 06 195TH STREET          JAMAICA         NY  11412   132,000.00    131,903.98
  242-01  915   801654120 SMITH CLARA BEATRICE     1609 LOCHWOOD ROAD           BALTIMORE       MD  21218    40,000.00     39,979.64
  242-01  915   801654195 THOMPSON LINDA N         1167 LITTLE EASDT NECK RD    NORTH BABYL     NY  11703    21,000.00     20,985.54
  242-01  915   801654286 VENTURA RALPH            516 BRIARCLIFF               UTICA           NY  13502    54,000.00     54,000.00
  242-01  915   801654294 MELVIN ROSALIE           909 MOUNT HOLLY STREET       BALTIMORE       MD  21229    57,800.00     57,618.87
  242-01  915   801654369 FREEMAN MAXCINE ANN      125 SUNSET BOULEVARD         POLK CITY       FL  33868    28,050.00     27,810.62
  242-01  915   801654385 RIVERA PAULA JEAN        712 EAST MASON AVENUE        APOPKA          FL  32703    51,200.00     51,200.00

             Cut-off Date     First                                       Original   Current     Scheduled
              Companion      Payment      Maturity      Rem       Date       LTV     Mortgage     Payment
  Account     Loan Bal.       Date          Date       Term       Due       Ratio      Rate     Int & Prin
------------------------------------------------------------------------------------------------------------

  801647694         0.00    05/15/1999   04/15/2014    178.45   06/15/99     80.0     12.250         437.87
  801647736         0.00    05/01/1999   04/01/2019    238.00   07/01/99     80.0     12.900         407.56
  801647819         0.00    04/24/1999   03/24/2029    357.73   06/24/99     63.4     11.100         165.10
  801648114         0.00    04/26/1999   03/26/2029    357.80   06/26/99     80.0      9.250         414.63
  801648254         0.00    04/25/1999   03/25/2029    357.76   05/25/99     75.0     12.350         190.01
  801648262         0.00    04/12/1999   03/12/2014    177.34   06/12/99     84.9      9.150         533.30
  801648312         0.00    04/25/1999   03/25/2029    357.76   06/25/99     80.0     11.100         184.30
  801648510         0.00    04/01/1999   03/01/2014    177.00   07/01/99     84.6     13.250         191.38
  801648932         0.00    05/12/1999   04/12/2029    358.36   07/12/99     80.0     11.790         404.99
  801649062         0.00    05/12/1999   04/12/2014    178.36   06/12/99     77.5      9.750       1,632.39
  801649070         0.00    04/23/1999   03/23/2019    237.70   06/23/99     84.9     11.600         240.43
  801649104         0.00    04/03/1999   03/03/2029    357.04   05/03/99     77.9      9.400         958.60
  801649229         0.00    04/10/1999   03/10/2029    357.27   06/10/99     80.0     10.650         481.51
  801649401         0.00    04/19/1999   03/19/2029    357.57   07/19/99     90.0     10.650         480.02
  801649443         0.00    05/01/1999   04/01/2014    178.00   06/01/99     80.0     12.100       1,457.58
  801649500         0.00    05/01/1999   04/01/2014    178.00   06/01/99     84.6      9.900         149.06
  801649674         0.00    04/15/1999   03/15/2029    357.44   05/15/99     75.0     11.350         345.05
  801649864         0.00    04/10/1999   03/10/2029    357.27   06/10/99     80.0      9.750         529.24
  801650029         0.00    04/24/1999   03/24/2014    177.73   06/24/99     64.0      9.600         551.39
  801650128         0.00    05/21/1999   04/21/2009    118.65   06/21/99     80.0     11.750         249.97
  801650540         0.00    05/09/1999   04/09/2029    358.26   06/09/99     85.0     12.750       2,447.78
  801650698         0.00    05/01/1999   04/01/2019    238.00   06/01/99     90.0     10.900         163.19
  801650730         0.00    05/01/1999   04/01/2014    178.00   07/01/99     73.0      9.500         700.01
  801650888         0.00    04/08/1999   03/08/2029    357.21   06/08/99     80.0     10.900         491.28
  801650995         0.00    05/01/1999   04/01/2019    238.00   06/01/99     70.0     11.200         402.65
  801651027         0.00    04/24/1999   03/24/2029    357.73   06/24/99     57.5      9.150         342.48
  801651134         0.00    04/15/1999   03/15/2014    177.44   06/15/99     80.0     11.300       1,482.09
  801651258         0.00    04/16/1999   03/16/2019    237.47   06/16/99     79.7     10.350         533.70
  801651266         0.00    05/01/1999   04/01/2014    178.00   06/01/99     65.0      9.600         672.59
  801651340         0.00    05/01/1999   04/01/2014    178.00   06/01/99     65.0      9.600         672.59
  801651787         0.00    05/01/1999   04/01/2019    238.00   06/01/99     79.9     12.100         197.24
  801652009         0.00    06/01/1999   05/01/2019    239.00   06/01/99     71.6     13.350         358.98
  801652116         0.00    05/01/1999   04/01/2029    358.00   07/01/99     84.7     10.400       1,306.47
  801652280         0.00    05/12/1999   04/12/2014    178.36   06/12/99     79.9     13.100         911.90
  801652389         0.00    04/09/1999   03/09/2019    237.24   07/09/99     70.0     11.540         314.34
  801652454         0.00    04/24/1999   03/24/2014    177.73   06/24/99     85.0     11.000         202.82
  801652462         0.00    04/24/1999   03/24/2014    177.73   07/24/99     89.3     10.400         135.20
  801652660         0.00    05/01/1999   04/01/2014    178.00   06/01/99     82.0     12.000         178.83
  801652678         0.00    05/01/1999   04/01/2024    298.00   07/01/99     70.0      9.750         411.71
  801652777         0.00    04/15/1999   03/15/2014    177.44   06/15/99     77.5     14.250         783.05
  801652827         0.00    04/12/1999   03/12/2014    177.34   06/12/99     80.0     10.600       1,408.42
  801653007         0.00    04/15/1999   03/15/2009    117.44   06/15/99     90.0     10.900         123.47
  801653247         0.00    05/15/1999   04/15/2029    358.45   05/15/99     85.0     12.600         676.19
  801653288         0.00    04/22/1999   03/22/2029    357.67   06/22/99     89.7     11.150         598.44
  801653437         0.00    04/22/1999   03/22/2014    177.67   05/22/99     70.0     11.200         418.30
  801653445         0.00    05/01/1999   04/01/2014    178.00   07/01/99     84.8     12.600         208.16
  801653536         0.00    05/01/1999   04/01/2014    178.00   07/01/99     85.0     13.100         311.60
  801653569         0.00    04/24/1999   03/24/2014    177.73   06/24/99     90.0     10.900       1,428.50
  801653585         0.00    06/03/1999   05/03/2014    179.05   06/03/99     85.0     11.350         507.54
  801653593         0.00    05/02/1999   04/02/2014    178.03   06/02/99     65.0     13.200         307.46
  801653635         0.00    04/22/1999   03/22/2014    177.67   05/22/99     79.8     12.100         153.37
  801653718         0.00    04/22/1999   03/22/2029    357.67   06/22/99     55.6     11.350         264.29
  801653908         0.00    04/15/1999   03/15/2014    177.44   06/15/99     75.0     11.850         535.74
  801653957         0.00    04/22/1999   03/22/2019    237.67   06/22/99     79.2      9.150         109.13
  801654112         0.00    04/10/1999   03/10/2029    357.27   06/10/99     80.0     13.600       1,522.34
  801654120         0.00    01/23/1999   12/23/2028    354.74   05/23/99     61.5     12.550         428.46
  801654195         0.00    05/02/1999   04/02/2019    238.03   06/02/99     85.2     12.900         244.54
  801654286         0.00    04/19/1999   03/19/2014    177.57   06/19/99     80.5     12.850         591.02
  801654294         0.00    01/22/1999   12/22/2013    174.71   06/22/99     85.0     11.650         579.01
  801654369         0.00    05/14/1999   04/14/2019    238.42   07/14/99     85.0     10.750         284.77
  801654385         0.00    04/02/1999   03/02/2014    177.01   05/02/99     80.0     12.700         554.39


ALLIANCE FUNDING                                            Sale Schedule - Group 1
A division of Superior Bank FSB         1999-2 Initial Pool of Fixed Rate Mortgages - Settlement 6/24/99             Page 12 6/30/99

                                                                                                           Principal   Cut-off Date
                                                                                                     Zip   Balance at    Principal
Pool ID   Inv   Account      Name                     Address                      City       State Code  Origination     Balance
------------------------------------------------------------------------------------------------------------------------------------

  242-01  915   801654476 ADOLPHI RICHARD          8 W RANDALL STREET           BALTIMORE       MD  21230    51,000.00     50,979.52
  242-01  915   801654583 HOAD CHARLES A           6540 ERIE AVENUE             BATH            NY  14810    25,900.00     25,836.87
  242-01  915   801654609 THOMPSON BILLY C         454 B OWEN DRIVE             LUMBERTON       NC  28358    52,700.00     52,642.31
  242-01  915   801654864 BANTHER ROY D            30220 NORTH 3956 DRIVE       OCHELATA        OK  74051    24,500.00     24,455.34
  242-01  915   801655119 FREEMAN STEPHANIE        2600 KERSHAW STREET          COLUMBIA        SC  29204    63,750.00     63,750.00
  242-01  915   801655242 CASTREJON FERNANDO       151 ONE MILE ROAD            EAST WINDSO     NJ  08520   140,000.00    140,000.00
  242-01  915   801655606 EARLES KAREN MARIE       819 220TH STREET             PASADENA        MD  21122    10,000.00      9,786.66
  242-01  915   801655648 STEINKAMP CHARLES W      1843 SE 175TH TERRACE RD     SILVER SPRI     FL  34488    43,600.00     43,463.91
  242-01  915   801655697 NADER JOSEPH             5423 MUMFORD AVENUE          CLEVELAND       OH  44127    54,200.00     53,970.80
  242-01  915   801655713 RANDOLPH KEITH A         6865 MARIETTA RD             NEW LEXINGT     OH  43764    59,500.00     59,462.62
  242-01  915   801655747 WEINSTOCK DUSTIN         104 ELM STREET               ROSEVILLE       OH  43777    35,550.00     35,527.67
  242-01  915   801655770 CHAVERS SAMUEL E         1521 ROWLAND AVE NE          CANTON          OH  44705    41,200.00     41,200.00
  242-01  915   801655820 MARTIN PAULINE M         650 CRESCENT DRIVE           LARGO           FL  33770    12,000.00     11,956.43
  242-01  915   801655945 HEWLETT GORDON           4424 WEST WALLACE AVENUE     TAMPA           FL  33611    10,000.00      9,973.57
  242-01  915   801656141 MOSER RICHARD M          14209 ROTHCHILD AVENUE       PORT CHARLO     FL  33953    59,000.00     58,901.84
  242-01  915   801656315 MARZONIE RONALD J        19 SOUTH HOLLYWOOD AVENUE    DAYTONA BEA     FL  32118    84,000.00     83,814.59
  242-01  915   801656455 RIOS CATALINO R          1076 EAST 68TH STREET        CLEVELAND       OH  44103    45,700.00     45,568.93
  242-01  915   801656729 BYRD JEFFREY L           6750 12TH AVENUE NORTHWEST   SEATTLE         WA  98117    17,000.00     17,000.00
  242-01  915   801656752 PINERO BONNIE B          119 WASHINGTON STREET        MORRISTOWN      NJ  07960    28,450.00     28,429.08
  242-01  915   801656901 CROSS DARLENE            1519 N KOLIN AVE             CHICAGO         IL  60651   128,700.00    128,700.00
  242-01  915   801656935 MAYTE PAUL J             371 DEER CROSSING            GASTON          SC  29053    68,850.00     68,763.27
  242-01  915   801657016 ORTEGA ALBERT            2350 CAMDEN AVENUE           LOS ANGELES     CA  90064    50,000.00     49,986.42
  242-01  915   801657164 ASHLEY JANE              39725 IVAN DRIVE             ANZA            CA  92539    80,000.00     79,865.50
  242-01  915   801657446 SAYERS RICHARD R         40 MAZUR STREET              PITTSBURGH      PA  15214    75,000.00     74,788.67
  242-01  915   801657669 JACKSON GEORGE R         1863 NORTH HARDING STREET    INDIANAPOLI     IN  46202    44,000.00     44,000.00
  242-01  915   801657677 OLEA EDUARDO             13291 SW 17TH LANE 12 5      MIAMI           FL  33175    56,000.00     55,971.04
  242-01  915   801657693 BLANCHARD SCOTT A        428 EUREKA STREET            CLINTON         IN  47842    30,400.00     30,400.00
  242-01  915   801657792 AGAN SAMUEL L            1065 STANDING ROCK ROAD      SENOIA          GA  30226    30,000.00     29,679.66
  242-01  915   801658006 CROLEY GILBERT           1916 VAN BUREN RD            CLEVELAND       OH  44112    50,250.00     50,220.46
  242-01  915   801658055 ALFONZO ANGEL L          3419 W 88TH ST               CLEVELAND       OH  44114    62,900.00     61,617.05
  242-01  915   801658071 HOBAN ROBERT T           7789 LAKESIDE DRIVE          APPLING         GA  30802    53,250.00     52,457.90
  242-01  915   801658378 APOSTELOS WILLIAM M      2466 PERIWINKLE DRIVE        BELLBROOK       OH  45305   108,800.00    108,632.44
  242-01  915   801658410 BOHNERT STEVEN E         75 BEECHWOOD                 MUNFORD         TN  38058    63,200.00     63,200.00
  242-01  915   801658550 ROSEMAN FANNIE           1276 SMITH                   MEMPHIS         TN  38107    27,000.00     26,999.12
  242-01  915   801658659 MOORE RANDALL L          1112 N MAIN STREET           HARRISONBUR     VA  22801    55,900.00     55,900.00
  242-01  915   801658782 ROBERTS KENNETH W        6612 SPINNER DRIVE           LAKE WALES      FL  33853    39,100.00     38,924.62
  242-01  915   801658832 HAYES MARY               3156 19TH AVENUE SOUTH       ST PETERSBU     FL  33712    51,300.00     51,267.13
  242-01  915   801658907 BASS KENNETH T           927 HASSELL DRIVE            TALLAHASSEE     FL  32310    40,000.00     40,000.00
  242-01  915   801659095 WALSH KEVIN              188 EAST 23RD STREET         HUNTINGTON      NY  11746    77,800.00     77,742.34
  242-01  915   801659137 BLANTON SAMUEL THOMAS    6365 LEE SNIPES ROAD         LANCASTER       SC  29720    84,600.00     84,600.00
  242-01  915   801659202 CUTRONA ANTONIO F        1119 SOUTH IRVING AVNEUE     SCRANTON        PA  18505    48,000.00     48,000.00
  242-01  915   801659301 SUSSEWELL WILLIE         120 11 196TH STREET          ST ALBANS       NY  11412   148,000.00    148,000.00
  242-01  915   801659350 BANKS MAY J H            4025 E 144TH ST              CLEVELAND       OH  44128    76,500.00     76,121.41
  242-01  915   801659368 IRWIN SHAWN J            59 WALNUT STREET             MANCHESTER      CT  06044    57,750.00     57,746.33
  242-01  915   801659517 KROGER FRANK A           4713 SOUTH PUGET SOUND AVE   TACOMA          WA  98409    16,000.00     15,947.06
  242-01  915   801659525 HUTCHINS MICHAEL         4816 CURTIS AVE              BALTIMORE       MD  21226    39,600.00     39,475.40
  242-01  915   801659632 MOLLING TROY             11732 SOUTH LITTLER ROAD     SANDY           UT  84092    60,500.00     60,234.21
  242-01  915   801659640 PALMISANO FRANK          15331 STREBOR DRIVE          BAKERSFIELD     CA  93312    35,000.00     34,866.78
  242-01  915   801659715 DAVIDSON BETTY L         9820 39TH STREET NORTH 3     PINELLAS PA     FL  33782    44,100.00     43,778.29
  242-01  915   801659855 YUSUF ASLAM              3712 NE 163RD AVENUE         VANCOUVER       WA  98682    27,400.00     27,400.00
  242-01  915   801659996 SMITH HILDRED G          183-07 BRINKERHOFF AVENUE    SAINT ALBAN     NY  11412    64,700.00     64,567.27
  242-01  915   801660184 PRESS ERIK R             2228 HOLLY DRIVE             LOS ANGELES     CA  90068    40,000.00     40,000.00
  242-01  915   801660382 BOUQUET EDOUARD JEAN     4516 EVERETT STREET          KENSINGTON      MD  20895    58,000.00     58,000.00
  242-01  915   801660655 TAYLOR CARMEN L          339 BOSTON PLACE             TOLEDO          OH  43610    40,500.00     40,499.33
  242-01  915   801660721 FINCH PAUL J             3 DEERTREE DRIVE             TALLAHASSEE     FL  32304    29,400.00     29,120.46
  242-01  915   801660986 YOUNG MARY               830 N SPRINGFIELD            CHICAGO         IL  60651    21,000.00     20,824.59
  242-01  915   801661141 ALLEN MICHAEL            5305 LIVERMORE DRIVE         ARLINGTON       TX  76017    73,100.00     73,077.29
  242-01  915   801661265 MARCHESE NICHOLAS PAUL   89-04 78TH STREET            WOODHAVEN       NY  11412    57,000.00     56,865.23
  242-01  915   801661646 RIVERA MARIBEL           159 LLOYD STREET             NEW HAVEN       CT  06513    36,000.00     35,702.17
  242-01  915   801661869 FAINTER GEORGE H         18 MILL POND DRIVE           WALKERTON       VA  23177    83,250.00     83,250.00
  242-01  915   801661919 CABRERA JOSE A           21418 CLEARFORK COURT        ASHBURN         VA  20147    30,000.00     29,944.11

             Cut-off Date     First                                       Original   Current     Scheduled
              Companion      Payment      Maturity      Rem       Date       LTV     Mortgage     Payment
  Account     Loan Bal.       Date          Date       Term       Due       Ratio      Rate     Int & Prin
------------------------------------------------------------------------------------------------------------

  801654476         0.00    03/02/1999   02/02/2014    176.09   06/02/99     75.0     10.450         464.61
  801654583         0.00    05/13/1999   04/13/2029    358.39   06/13/99     71.9      9.650         220.62
  801654609         0.00    05/06/1999   04/06/2029    358.16   06/06/99     85.0     10.400         478.13
  801654864         0.00    05/01/1999   04/01/2014    178.00   06/01/99     54.6     10.600         272.34
  801655119         0.00    06/01/1999   05/01/2029    359.00   06/01/99     85.0     12.600         685.33
  801655242         0.00    05/05/1999   04/05/2014    178.13   06/05/99     80.0     12.550       1,499.59
  801655606         0.00    04/26/1999   03/26/2014    177.80   07/26/99     85.5     10.900         113.03
  801655648         0.00    05/27/1999   04/27/2024    298.85   06/27/99     79.2     13.100         495.02
  801655697         0.00    04/15/1999   03/15/2029    357.44   05/15/99     83.3     10.400         491.74
  801655713         0.00    05/07/1999   04/07/2014    178.19   07/07/99     85.0     11.250         577.90
  801655747         0.00    05/01/1999   04/01/2014    178.00   07/01/99     71.1     11.250         345.28
  801655770         0.00    06/05/1999   05/05/2019    239.11   06/05/99     80.5     11.500         439.37
  801655820         0.00    04/15/1999   03/15/2019    237.44   06/15/99     13.6      8.500         104.14
  801655945         0.00    05/05/1999   04/05/2014    178.13   06/05/99     84.3     10.900         113.03
  801656141         0.00    05/13/1999   04/13/2019    238.39   06/13/99     56.1      8.650         517.63
  801656315         0.00    04/22/1999   03/22/2014    177.67   06/22/99     80.0     13.600         968.76
  801656455         0.00    05/16/1999   04/16/2019    238.49   06/16/99     62.6      8.400         393.71
  801656729         0.00    06/01/1999   05/01/2014    179.00   06/01/99     64.4     10.800         191.10
  801656752         0.00    05/01/1999   04/01/2014    178.00   06/01/99     84.9     12.850         311.38
  801656901         0.00    05/01/1999   04/01/2029    358.00   06/01/99     90.0     11.150       1,240.25
  801656935         0.00    04/03/1999   03/03/2019    237.04   06/03/99     90.0     11.150         717.70
  801657016         0.00    06/01/1999   05/01/2014    179.00   07/01/99     68.3     10.100         442.48
  801657164         0.00    06/01/1999   05/01/2014    179.00   07/01/99     79.4     10.850         752.80
  801657446         0.00    04/25/1999   03/25/2019    237.76   06/25/99     65.2      9.400         694.21
  801657669         0.00    05/01/1999   04/01/2014    178.00   06/01/99     80.0      9.500         369.98
  801657677         0.00    04/23/1999   03/23/2029    357.70   05/23/99     80.0     10.500         512.25
  801657693         0.00    04/26/1999   03/26/2014    177.80   05/26/99     80.0      9.650         258.95
  801657792         0.00    05/01/1999   04/01/2014    178.00   07/01/99     84.6     12.850         376.62
  801658006         0.00    04/24/1999   03/24/2029    357.73   06/24/99     75.0     11.500         497.62
  801658055         0.00    05/01/1999   04/01/2029    358.00   09/01/99     85.0     11.500         622.89
  801658071         0.00    11/09/1998   10/09/2013    172.27   06/09/99     67.6     12.400         652.86
  801658378         0.00    04/26/1999   03/26/2029    357.80   06/26/99     85.0     11.350       1,065.00
  801658410         0.00    04/17/1999   03/17/2029    357.50   05/17/99     80.0     11.350         618.64
  801658550         0.00    05/01/1999   04/01/2014    178.00   06/01/99     60.0     12.840         295.31
  801658659         0.00    06/01/1999   05/01/2014    179.00   06/01/99     69.8      8.400         425.87
  801658782         0.00    05/01/1999   04/01/2019    238.00   07/01/99     85.0     11.500         416.97
  801658832         0.00    04/24/1999   03/24/2019    237.73   06/24/99     90.0      9.870         490.65
  801658907         0.00    05/09/1999   04/09/2029    358.26   06/09/99     78.4     10.500         365.90
  801659095         0.00    05/01/1999   04/01/2014    178.00   06/01/99     84.9     12.500         830.33
  801659137         0.00    06/04/1999   05/04/2029    359.08   06/04/99     90.0     11.650         847.48
  801659202         0.00    04/06/1999   03/06/2029    357.14   06/06/99     80.0     11.500         475.34
  801659301         0.00    06/03/1999   05/03/2014    179.05   06/03/99     80.0     11.600       1,476.93
  801659350         0.00    04/16/1999   03/16/2029    357.47   06/16/99     90.0     10.650         708.37
  801659368         0.00    05/13/1999   04/13/2014    178.39   06/13/99     75.0     12.400         611.86
  801659517         0.00    05/01/1999   04/01/2014    178.00   07/01/99     79.8     13.850         211.47
  801659525         0.00    05/01/1999   04/01/2014    178.00   07/01/99     60.0     11.850         402.76
  801659632         0.00    05/01/1999   04/01/2014    178.00   07/01/99     85.0     11.600         603.75
  801659640         0.00    05/01/1999   04/01/2019    238.00   07/01/99     82.4     10.850         357.70
  801659715         0.00    04/16/1999   03/16/2029    357.47   07/16/99     70.0      9.370         366.64
  801659855         0.00    05/01/1999   04/01/2019    238.00   06/01/99     84.9     12.750         316.14
  801659996         0.00    04/26/1999   03/26/2014    177.80   06/26/99     80.7     13.750         753.83
  801660184         0.00    05/01/1999   04/01/2014    178.00   06/01/99     77.0     12.450         491.71
  801660382         0.00    04/26/1999   03/26/2014    177.80   05/26/99     85.0     13.300         745.33
  801660655         0.00    05/01/1999   04/01/2019    238.00   06/01/99     57.0     13.340         484.33
  801660721         0.00    04/17/1999   03/17/2009    117.50   06/17/99     70.0     10.100         390.15
  801660986         0.00    04/29/1999   04/01/2014    177.90   07/01/99     84.9     11.150         240.67
  801661141         0.00    06/01/1999   05/01/2029    359.00   07/01/99     85.0      9.750         628.04
  801661265         0.00    05/20/1999   04/20/2019    238.62   06/20/99     80.9      8.750         503.71
  801661646         0.00    04/24/1999   03/24/2014    177.73   06/24/99     78.2      8.750         359.80
  801661869         0.00    06/05/1999   05/05/2014    179.11   06/05/99     75.0      8.650         648.99
  801661919         0.00    04/24/1999   03/24/2014    177.73   06/24/99     88.5     11.000         285.70


ALLIANCE FUNDING                                            Sale Schedule - Group 1
A division of Superior Bank FSB         1999-2 Initial Pool of Fixed Rate Mortgages - Settlement 6/24/99             Page 13 6/30/99

                                                                                                           Principal   Cut-off Date
                                                                                                     Zip   Balance at    Principal
Pool ID   Inv   Account      Name                     Address                      City       State Code  Origination     Balance
------------------------------------------------------------------------------------------------------------------------------------

  242-01  915   801662032 LANGFORD CLARK V         71 FAIRVIEW AVENUE           DUNKIRK         NY  14048    63,750.00     63,526.83
  242-01  915   801662081 WOLFE THOMAS M           425 WILBUR STREET            SCRANTON        PA  18508    38,000.00     37,915.65
  242-01  915   801662115 BECKER HOWARD            158 BLUEBERRY LANE           HICKSVILLE      NY  11801    54,000.00     53,832.37
  242-01  915   801662321 BROWNLIE GAVIN J         6100 GOFF AVE                STERLING HT     MI  48314   125,100.00    125,100.00
  242-01  915   801662347 ETHRIDGE CERITA E        4604 EICHELBERGER AVE        DAYTON          OH  45406    24,000.00     24,000.00
  242-01  915   801662396 WEINKLE GARY S           16155 NW 78TH TERRACE        ALACHUA         FL  32615    52,000.00     51,799.96
  242-01  915   801662487 WHITE RALPH E            4721 SHAWNEE CREEK DRIVE     DAYTON          OH  45415    55,200.00     55,156.86
  242-01  915   801662529 BRADY SUMMERLYN          2533 48TH AVENUE NORTH       ST PETERSBU     FL  33714    45,000.00     44,997.28
  242-01  915   801662693 HICKS DENNIS W           8240 46TH STREET NORTH       PINELLAS PK     FL  33781    51,023.00     50,646.85
  242-01  915   801662784 WESLOWSKI ROBERT A JR    4501 WEST DUNN PLACE         TUCSON          AZ  85741    97,750.00     97,750.00
  242-01  915   801663113 BYARS SCOTT              103 EL CRAIGO DRIVE          GREER           SC  29651    33,600.00     32,323.78
  242-01  915   801663204 TOD SCOTT                7650 EAST 34TH STREET        INDIANAPOLI     IN  46201    32,000.00     31,940.40
  242-01  915   801663212 HYDRICK LOVAE D          RT 340 BOX 401               CRIMORA         VA  24431    20,200.00     20,012.87
  242-01  915   801663287 WILLIAMS JOHN R          140 19TH ST SE               MASSILLON       OH  44646    58,500.00     58,419.20
  242-01  915   801663295 GULAU DONALD A           156 GREYSTONE ROAD           EVERGREEN       CO  80439    70,000.00     70,000.00
  242-01  915   801663451 GREDWICK DONALD A JR     378 TROY DEL WAY             AMHERST         NY  14221   100,000.00     99,969.42
  242-01  915   801663469 GRACE LAWANDA            735 28TH STREET              NORFOLK         VA  23508    47,040.00     47,040.00
  242-01  915   801664327 JACQUOT KAREN L          6167 STATE HIGHWAY 5         PALATINE BR     NY  13428    97,750.00     97,613.42
  242-01  915   801664418 LO BUE JAMES             101 SOUTH MADISON STREET     ALLENTOWN       PA  18102    41,250.00     41,219.98
  242-01  915   801664608 HARDY DAMION             1302 PUTNAM AVENUE           BROOKLYN        NY  11221   135,500.00    135,500.00
  242-01  915   801664624 DIPAOLA DAN              1258 EAST ELMWOOD AVENUE     BURBANK         CA  91501   132,000.00    132,000.00
  242-01  915   801664863 GOLDMAN AMIE K-BAY       8702 PLEASANT LAKE CIRCLE    INDIANAPOLI     IN  46227    99,000.00     98,902.48
  242-01  915   801664921 GILLIHAN STEVE A         1121 WEST 4TH STREET         MOUNT CARME     IL  62863    19,200.00     19,200.00
  242-01  915   801665365 TESKA JEFFERY H          RD 1 BOX 308 D FRANCIS RD    PERRYOPOLIS     PA  15473    62,400.00     62,313.09
  242-01  915   801665589 MCCARTY TRACY S          45 REDFERN DR                YOUNGSTOWN      OH  44505   130,400.00    128,179.47
  242-01  915   801665639 REEVES SILVERA           5040 NORTH KENWOOD AVENUE    INDIANAPOLI     IN  46208    32,000.00     32,000.00
  242-01  915   801665720 CLISHAM JAMES T          115 SOUTH 14TH STREET        HARRISBURG      PA  17104    31,920.00     31,871.06
  242-01  915   801666207 BLOUNT TAMMIE            931 DEER LANE                MARIANNA        FL  32446    63,000.00     63,000.00
  242-01  915   801666355 BOSCH DAVID E            2684 SOUTH LAFAYETTE STREE   DENVER          CO  80210    45,000.00     45,000.00
  242-01  915   801666504 MORGAN DAVID L           2352 CIRCLE DRIVE NORTH      COLORADO SP     CO  80909    20,271.00     20,255.09
  242-01  915   801666744 DADE BEVERLY             16595 KENTFIELD              DETROIT         MI  48219    43,700.00     43,620.21
  242-01  915   801666835 MAPLES GREGORY           6395 NORTH SANDSTONE         JACKSON         MI  49201   112,000.00    112,000.00
  242-01  915   801666900 ARNOLD JEFFREY I         10145 WEST 25TH AVENUE 78D   LAKEWOOD        CO  80215    12,590.00     12,590.00
  242-01  915   801666967 WELLER CARL              6286 LUMBERJACK              RIVERDALE       MI  48877    31,500.00     31,290.03
  242-01  915   801667023 HOYME JAN PAUL           3690 IRIS AVENUE APT B2      BOULDER         CO  80301    59,000.00     58,975.93
  242-01  915   801667106 WERTALIK ROBERT J        709 TULANE COURT             WASHINGTON      NJ  07675    70,000.00     70,000.00
  242-01  915   801667254 EGGERS RICHARD R         4926 SIDNEY STREET           LANSING         MI  48911    16,500.00     16,432.28
  242-01  915   801667320 SPARKS CRAIG T           459 WEST 28TH STREET         INDIANAPOLI     IN  46208    37,500.00     37,500.00
  242-01  915   801667460 FOSTER ALLEN             2105 FALMOUTH AVE            MONTGOMERY      OH  45406    40,300.00     40,300.00
  242-01  915   801667569 WHEELER DAVID W          579 SOUTH WAVERLY STREET     COLUMBUS        OH  43213    49,000.00     48,875.68
  242-01  915   801667726 WESTON MICHAEL S         201 NORTH VANBUREN           BAY CITY        MI  48708    58,500.00     58,500.00
  242-01  915   801667809 BLYSTONE SHERMAN L       1518 CATHERINE STREET        HARRISBURG      PA  17104    42,500.00     42,399.36
  242-01  915   801667932 MACDONALD DENNIS A       4135 37 E 138TH ST           CLEVELAND       OH  44105    40,800.00     40,685.58
  242-01  915   801667957 HODGSON ALBERT           1571 TIOGA AVENUE            CLEARWATER      FL  33756    47,920.00     47,920.00
  242-01  915   801667981 SPARLING PHILIP J        3120 WILSON DRIVE            AUBURN          CA  95603    19,250.00     19,233.16
  242-01  915   801668013 EVANS WILLIE JR          401 E NEWALL ST              FLINT           MI  48505    27,300.00     27,300.00
  242-01  915   801668039 SHAFFER JACKIE B         2932 2936 SEVEN IRON DRIVE   LAKELAND        FL  33801    51,000.00     51,000.00
  242-01  915   801668054 DELLA VECCHI TAMEAKA     317 ZIMMERMAN AVENUE         WATERFORD W     NJ  08089    45,000.00     44,992.07
  242-01  915   801668161 WACHTER GREGORY          4870 HIKEY STREET            DOVER           PA  17315    81,600.00     81,600.00
  242-01  915   801668237 BROYLES GEORGIANA P      6041 BOLLING DRIVE           ORLANDO         FL  32808    69,600.00     69,496.35
  242-01  915   801668286 REINER JOYCE A           14710 OLD MILLPOND COURT     FORT MYERS      FL  33908    17,250.00     17,250.00
  242-01  915   801668336 FLANNIGAN OTIS SR        10004 CUMBERLAND AVE         CLEVELAND       OH  44104    54,400.00     54,295.60
  242-01  915   801668419 SINGLETON VERONICA R     1430 CHADFORD GATE SE        NORTH CANTO     OH  44720   255,353.00    255,072.00
  242-01  915   801668484 YOUNG CALVIN L           213 ASBURY AVENUE            GREENVILLE      SC  29601    55,250.00     55,250.00
  242-01  915   801668518 MORTON SHIRLIE A         10407 ELIOT AVE              CLEVELAND       OH  44104    56,000.00     55,971.67
  242-01  915   801668567 WAIN TRACY               294 CLIFTON STREET           ATTLEBORO       MA  02703    71,500.00     71,500.00
  242-01  915   801668583 LEWIS MILLIE A           2849 W GARRISON AVENUE       BALTIMORE       MD  21215    30,000.00     30,000.00
  242-01  915   801668823 ANDERSON GANELLA         1743 TRAFALGAR DRIVE         ST JOSEPH       MI  49085   109,600.00    109,587.16
  242-01  915   801668906 PARISE JOSEPH A          4866 DARBYSHIRE CT           CANFIELD        OH  44406   150,450.00    150,338.78
  242-01  915   801668914 JOHNSON JAMES            4046 PONCO                   MEMPHIS         TN  38109    39,000.00     39,000.00
  242-01  915   801668955 GRISSOM WILLIE           972 KELLEY STREET            LAGRANGE        GA  30240    29,250.00     29,115.98

             Cut-off Date     First                                       Original   Current     Scheduled
              Companion      Payment      Maturity      Rem       Date       LTV     Mortgage     Payment
  Account     Loan Bal.       Date          Date       Term       Due       Ratio      Rate     Int & Prin
------------------------------------------------------------------------------------------------------------

  801662032         0.00    05/05/1999   04/05/2014    178.13   07/05/99     85.0     12.050         658.20
  801662081         0.00    05/19/1999   04/19/2014    178.59   06/19/99     89.9     10.400         417.70
  801662115         0.00    05/05/1999   04/05/2019    238.13   06/05/99     30.8      8.000         451.68
  801662321         0.00    04/19/1999   03/19/2014    177.57   06/19/99     90.0     10.400       1,135.00
  801662347         0.00    04/12/1999   03/12/2014    177.34   06/12/99     60.0     13.790         280.38
  801662396         0.00    04/26/1999   03/26/2019    237.80   06/26/99     64.1     10.600         522.66
  801662487         0.00    05/14/1999   04/14/2029    358.42   06/14/99     80.0     11.100         529.86
  801662529         0.00    04/22/1999   03/22/2029    357.67   06/22/99     77.5     11.000         428.55
  801662693         0.00    04/23/1999   03/23/2014    177.70   06/23/99     80.9      9.500         532.79
  801662784         0.00    05/01/1999   04/01/2029    358.00   06/01/99     85.0      7.900         710.45
  801663113         0.00    04/16/1999   03/16/2019    237.47   07/16/99     70.0     12.850         390.06
  801663204         0.00    04/08/1999   03/08/2029    357.21   06/08/99     80.0     11.350         313.24
  801663212         0.00    04/22/1999   03/22/2014    177.67   06/22/99     84.4     12.400         247.66
  801663287         0.00    05/01/1999   04/01/2029    358.00   07/01/99     80.6      9.500         491.90
  801663295         0.00    05/01/1999   04/01/2014    178.00   06/01/99     85.0     12.100         725.42
  801663451         0.00    04/01/1999   03/01/2029    357.00   06/01/99     56.1     11.700       1,005.58
  801663469         0.00    05/02/1999   04/02/2029    358.03   06/02/99     80.0     12.200         491.11
  801664327         0.00    05/01/1999   04/01/2014    178.00   06/01/99     85.0     11.550         971.74
  801664418         0.00    05/01/1999   04/01/2014    178.00   06/01/99     63.4     13.580         475.09
  801664608         0.00    05/07/1999   04/07/2014    178.19   06/07/99     75.2     10.950       1,285.28
  801664624         0.00    05/01/1999   04/01/2014    178.00   06/01/99     75.9     11.000       1,257.07
  801664863         0.00    04/18/1999   03/18/2014    177.53   06/18/99     90.0     10.900         935.33
  801664921         0.00    05/01/1999   04/01/2029    358.00   06/01/99     80.0     10.500         175.63
  801665365         0.00    05/09/1999   04/09/2029    358.26   06/09/99     80.0     11.350         610.81
  801665589         0.00    05/02/1999   04/02/2014    178.03   09/02/99     80.0      8.900       1,039.86
  801665639         0.00    04/22/1999   03/22/2014    177.67   05/22/99     43.5     10.000         343.87
  801665720         0.00    04/12/1999   03/12/2014    177.34   06/12/99     80.0     10.150         283.67
  801666207         0.00    05/08/1999   04/08/2029    358.22   06/08/99     79.8     12.100         652.88
  801666355         0.00    07/01/1999   06/01/2014    180.00   07/01/99     71.4     13.000         569.36
  801666504         0.00    05/01/1999   04/01/2014    178.00   06/01/99     64.9     11.100         231.67
  801666744         0.00    05/14/1999   04/14/2014    178.42   06/14/99     52.9     13.340         495.05
  801666835         0.00    06/03/1999   05/03/2014    179.05   06/03/99     80.0     13.100       1,247.70
  801666900         0.00    05/01/1999   04/01/2014    178.00   06/01/99     79.9     12.100         130.47
  801666967         0.00    05/19/1999   04/19/2014    178.59   06/19/99     70.0     13.350         405.83
  801667023         0.00    05/01/1999   04/01/2029    358.00   06/01/99     55.1      7.750         422.68
  801667106         0.00    06/01/1999   05/01/2014    179.00   06/01/99     79.7     13.600         913.48
  801667254         0.00    05/23/1999   04/23/2014    178.72   06/23/99     78.7     13.100         209.85
  801667320         0.00    04/17/1999   03/17/2029    357.50   06/17/99     75.0     11.350         367.07
  801667460         0.00    05/22/1999   04/22/2014    178.68   05/22/99     65.0     11.850         409.88
  801667569         0.00    05/06/1999   04/06/2014    178.16   06/06/99     69.0      8.850         492.63
  801667726         0.00    05/16/1999   04/16/2029    358.49   05/16/99     75.0     11.350         572.63
  801667809         0.00    05/16/1999   04/16/2029    358.49   06/16/99     85.0     11.750         429.00
  801667932         0.00    05/05/1999   04/05/2029    358.13   07/05/99     60.0     10.400         370.17
  801667957         0.00    04/24/1999   03/24/2029    357.73   05/24/99     80.0     12.850         524.48
  801667981         0.00    05/01/1999   04/01/2014    178.00   06/01/99     79.8     13.100         244.83
  801668013         0.00    05/15/1999   04/15/2014    178.45   05/15/99     70.0     11.700         322.40
  801668039         0.00    05/01/1999   04/01/2029    358.00   06/01/99     85.0     11.000         485.68
  801668054         0.00    04/23/1999   03/23/2029    357.70   06/23/99     62.5     11.050         430.25
  801668161         0.00    05/06/1999   04/06/2014    178.16   06/06/99     85.0     12.500         870.88
  801668237         0.00    04/22/1999   03/22/2029    357.67   06/22/99     80.0      9.340         577.13
  801668286         0.00    04/26/1999   03/26/2014    177.80   05/26/99     75.0     11.600         202.61
  801668336         0.00    04/15/1999   03/15/2029    357.44   05/15/99     80.0      8.250         408.69
  801668419         0.00    05/01/1999   04/01/2029    358.00   06/01/99     90.0     10.150       2,269.26
  801668484         0.00    05/07/1999   04/07/2014    178.19   05/07/99     85.0     12.350         583.24
  801668518         0.00    04/19/1999   03/19/2029    357.57   05/19/99     80.0      8.250         420.71
  801668567         0.00    06/18/1999   05/18/2014    179.54   06/18/99     55.0     11.100         686.32
  801668583         0.00    05/01/1999   04/01/2014    178.00   06/01/99     56.6     10.500         274.42
  801668823         0.00    05/12/1999   04/12/2014    178.36   06/12/99     80.0      9.250         901.65
  801668906         0.00    05/12/1999   04/12/2029    358.36   06/12/99     85.0     12.600       1,617.37
  801668914         0.00    04/15/1999   03/15/2014    177.44   05/15/99     75.0     11.850         464.31
  801668955         0.00    05/22/1999   04/22/2009    118.68   06/22/99     75.0     13.100         438.46


ALLIANCE FUNDING                                            Sale Schedule - Group 1
A division of Superior Bank FSB         1999-2 Initial Pool of Fixed Rate Mortgages - Settlement 6/24/99             Page 14 6/30/99

                                                                                                           Principal   Cut-off Date
                                                                                                     Zip   Balance at    Principal
Pool ID   Inv   Account      Name                     Address                      City       State Code  Origination     Balance
------------------------------------------------------------------------------------------------------------------------------------

  242-01  915   801669177 MORENO MANUEL            1423 LIGHTNER DRIVE          IMOKALEE        FL  34142    30,000.00     29,802.93
  242-01  915   801669250 BUTLER LINDA S           3753 BURLINGTON AVE NORTH    ST PETERSBU     FL  33713    55,920.00     55,839.51
  242-01  915   801669300 TALARICO PHILLIP J       37865 BAINBRIDGE RD          SOLON           OH  44139    40,000.00     39,750.44
  242-01  915   801669359 BAUER RANDALL G          28912 VIA HACIENDA           SAN JUAN CA     CA  92675    60,845.00     60,845.00
  242-01  915   801669524 SAMUELS LORNA            1648 MEADOW STREET           PHILADELPHI     PA  19124    32,000.00     32,000.00
  242-01  915   801669607 THOMAS JOYCE             5323 W MONTGOMERY AVENUE     PHILADELPHI     PA  19131    51,000.00     50,891.03
  242-01  915   801669862 MORALES JORDAN L         21 5 PLUM STREET             LANCASTER       PA  17602    15,050.00     15,038.68
  242-01  915   801669912 KETCHUM RICHARD          8628 ADONIS ROAD             NEW PORT RI     FL  34654    24,000.00     23,876.38
  242-01  915   801669979 BOOMER PHILLIP E         4748 TRACE CT                SOUTHPORT       NC  28461    33,250.00     33,250.00
  242-01  915   801669995 MOBLEY FOREST LEE        608 BISHOP COURT             HAMPSTEAD       NC  28443    37,500.00     37,434.84
  242-01  915   801670076 BENSON GRACE NYAMAQ      2824 CLAREMONT DRIVE         GRAND PRAIR     TX  75052    95,200.00     95,200.00
  242-01  915   801670514 BORGER SHIRLEY J         RR 3 BOX 3014 MEIXSELL VAL   SAYLORSBURG     PA  18353    50,450.00     50,450.00
  242-01  915   801670787 SMITH JOHN Q             436 SOUTH COLORADO           INDIANAPOLI     IN  46260    50,400.00     50,363.26
  242-01  915   801670852 JOHNSON RICHARD MACK     116 TOM WILEY STREET         GASTON          NC  27832    55,250.00     55,250.00
  242-01  915   801671181 RILES ETHEL              625 HOWELLS CIRCLE           FORT MYERS      FL  33916    50,915.00     50,844.19
  242-01  915   801671256 SHARP SARAH LEE          1351 EAST 88TH STREET        CLEVELAND       OH  44106    22,000.00     21,851.25
  242-01  915   801671280 BALASQUIDE MICHAEL A     1527 SOUTH EAST STREET       INDIANAPOLI     IN  46203    51,000.00     51,000.00
  242-01  915   801671298 MORAN CHARLES F          19 WHITEBIRCH LANE           BETHLEHEM       CT  06751    25,000.00     24,958.19
  242-01  915   801671447 ROSE JOHN JR             1007 LINCOLN STREET          FORT WAYNE      IN  46802    40,000.00     39,853.36
  242-01  915   801671520 MARTIN PAUL S            2804 11TH ST COURT EAST      BRADENTON       FL  34208    33,800.00     33,800.00
  242-01  915   801671546 NORRIS CHARLES H         3000 BUCKEYE DRIVE           FLORENCE        SC  29505    32,000.00     31,780.12
  242-01  915   801671603 THOMPSON JENNIFER U      31025 QUAIL HOLLOW           SORRENTO        FL  32776    30,000.00     29,987.87
  242-01  915   801671611 YVON PIERRE              343 LINDEN STREET            BROOKLYN        NY  11230   306,250.00    306,250.00
  242-01  915   801671645 PETOW PATRICIA A         10820 43RD ST NORTH 906      CLEARWATER      FL  33762    27,000.00     26,885.78
  242-01  915   801671694 HOWARD JOE               47 SKYLINE DRIVE             RIVERTON        WY  82501    24,950.00     24,875.45
  242-01  915   801671777 MARSELLA RICHARD A       292 PITMAN DOWNER ROAD       SEWELL          NJ  08080    35,000.00     34,967.28
  242-01  915   801671801 OTTON RICHARD            5003-D SKILLMAN STREET #21   DALLAS          TX  75206    42,700.00     42,700.00
  242-01  915   801671991 EISENHOWER JAMES A       RR 3 BOX 329                 MILL HALL       PA  17751    61,000.00     60,532.89
  242-01  915   801672247 DWECK MORRIS R           2305 EAST 5TH STREET         BROOKLYN        NY  11223   104,000.00    104,000.00
  242-01  915   801672296 GIBSON MICHAEL R         314 NORTH MAIN STREET        FILMORE         IN  46128    60,350.00     60,284.80
  242-01  915   801672510 PINHEIRO ARMANDO         210 CAMP STREET              PROVIDENCE      RI  02906    94,000.00     94,000.00
  242-01  915   801672536 MCDONALD DOROTHEA        332 AVENUE E SOUTHEAST       WINTER HAVE     FL  33880    58,500.00     58,423.59
  242-01  915   801672627 VANCE PAUL               329 WEST STEPHEN FOSTER      BARDSTOWN       KY  40004   103,000.00    102,960.54
  242-01  915   801672916 BRATIC MILKA             251 TROPIC BOULEVARD WEST    LARGO           FL  33770    24,930.00     24,830.57
  242-01  915   801673062 GARCIA ORLAY CARDONA     4174 INVERRARY DRIVE 715     LAUDERHILL      FL  33319    42,500.00     42,391.78
  242-01  915   801673096 BUDINICH ANTHONY         7 BRIARWOOD DRIVE            MOUNT HOPE      NY  10940    29,000.00     29,000.00
  242-01  915   801673427 MASSEY DONNIE LEE JR     90 SINAI DRIVE               CURRIE          NC  28435    33,750.00     33,750.00
  242-01  915   801673476 HARMON SHARON            45 PRESTWICK RD              MANALAPAN       NJ  07726    52,500.00     52,488.65
  242-01  915   801673484 MEEKER ROSEMARIE         258 FRONT STREET             NEW HAVEN       CT  06513    54,000.00     53,769.51
  242-01  915   801673617 RALL EDWARD J            450 GRUNDY AVENUE            HOLBROOK        NY  11241    22,500.00     22,155.68
  242-01  915   801673831 WELLINGTON LARRY W       3319 40TH STREET NORTH       ST PETERSBU     FL  33713    53,000.00     52,996.47
  242-01  915   801673963 COLELLO LOUIS            7310 AVENUE X                BROOKLYN        NY  11234    55,000.00     54,889.51
  242-01  915   801674011 THOMAS GLORIA J          3253 MARCAL CIRCLE           SOPHIA          NC  27350    32,000.00     32,000.00
  242-01  915   801674102 BATZ JOHN P              2018 SUFFOLK ROAD            FINKSBURG       MD  21048    45,695.00     45,535.93
  242-01  915   801674136 SIMS ROBERT D            12221 S 350 WEST ROAD        COLUMBUS        IN  47201    28,000.00     27,884.95
  242-01  915   801674292 SWIATOCHA JAMES M        11603 VIRGATE LANE           RESTON          VA  20191    35,000.00     34,991.61
  242-01  915   801674342 ACEVEDO FREMIO           86 34 120TH STREET           RICHMOND HI     NY  11418   267,750.00    267,750.00
  242-01  915   801674383 MOHAMED PATRICIA         4445 11TH AVENUE SOUTH       ST PETERSBU     FL  33711    28,500.00     28,500.00
  242-01  915   801674391 VALLANDINGHA MICHAEL A   3067 SOUTHEAST 171ST DRIVE   PORTLAND        OR  97236    58,200.00     57,856.14
  242-01  915   801674409 PHAM HUONG MINH          3629 GARDEN SPRINGS DRIVE    FORT WORTH      TX  76123    84,600.00     84,600.00
  242-01  915   801674649 GREENE SHERRLY           335 WATERS EDGE ROAD         ORANGEBURG      SC  29115    76,500.00     76,500.00
  242-01  915   801674904 WITCHER STEVEN W         18149 VAUGHN                 DETROIT         MI  48219    37,500.00     37,500.00
  242-01  915   801674920 EDELEN JOSEPH H          12005 CUCKOLD CREEK ROAD     NEWBURG         MD  20664    34,752.00     34,752.00
  242-01  915   801674979 WITCHER STEVEN           15790 RUTHERFORD             DETROIT         MI  48227    41,200.00     41,200.00
  242-01  915   801675067 WITCHER STEVEN           20259 ARCHDALE               DETROIT         MI  48235    41,600.00     41,600.00
  242-01  915   801675133 HINDS ERNEST W           208 UPPERGATE COURT          OWINGS MILL     MD  21117    81,600.00     80,607.71
  242-01  915   801675232 MCPHERSON ROBERT L       1509 CHESSINGTON COURT       VIRGINIA BE     VA  23464    29,961.00     29,961.00
  242-01  915   801675265 DAVIS ARNITA             5467 MAPLE STREET            SAINT LOUIS     MO  63112    44,850.00     44,850.00
  242-01  915   801675547 WILLIAMS JAMES           3335 HUNTS STREET            JACKSONVILL     FL  32254    47,200.00     47,183.79
  242-01  915   801675612 STICKFORT MARK           4968 RINEYVILLE BIG SPR RD   RINEYVILLE      KY  40162    17,200.00     17,166.53
  242-01  915   801675638 SMITH JANN M             84 WEST 100 NORTH            MORGAN          UT  84050    25,000.00     24,923.66

             Cut-off Date     First                                       Original   Current     Scheduled
              Companion      Payment      Maturity      Rem       Date       LTV     Mortgage     Payment
  Account     Loan Bal.       Date          Date       Term       Due       Ratio      Rate     Int & Prin
------------------------------------------------------------------------------------------------------------

  801669177         0.00    05/09/1999   04/09/2014    178.26   06/09/99     75.0     12.850         376.62
  801669250         0.00    04/19/1999   03/19/2029    357.57   05/19/99     80.0     12.850         612.04
  801669300         0.00    04/17/1999   03/17/2019    237.50   05/17/99     44.9     12.600         457.28
  801669359         0.00    05/01/1999   04/01/2019    238.00   06/01/99     84.9     11.600         653.07
  801669524         0.00    06/03/1999   05/03/2014    179.05   06/03/99     80.0     13.100         356.49
  801669607         0.00    04/10/1999   03/10/2014    177.27   06/10/99     85.0     10.500         466.52
  801669862         0.00    04/22/1999   03/22/2014    177.67   05/22/99     28.3     11.200         172.95
  801669912         0.00    05/01/1999   04/01/2009    118.00   06/01/99     68.5     10.500         323.84
  801669979         0.00    05/21/1999   04/21/2019    238.65   05/21/99     70.0     12.850         386.00
  801669995         0.00    06/04/1999   05/04/2019    239.08   07/04/99     75.0     13.100         442.01
  801670076         0.00    05/01/1999   04/01/2029    358.00   06/01/99     85.0      9.750         817.92
  801670514         0.00    06/17/1999   05/17/2014    179.51   06/17/99     84.9     11.600         503.45
  801670787         0.00    04/24/1999   03/24/2014    177.73   06/24/99     90.0     10.900         476.17
  801670852         0.00    06/12/1999   05/12/2014    179.34   06/12/99     85.0     10.650         511.60
  801671181         0.00    05/02/1999   04/02/2029    358.03   06/02/99     85.0     11.250         494.52
  801671256         0.00    05/19/1999   04/19/2009    118.59   06/19/99     40.0      8.900         277.50
  801671280         0.00    05/19/1999   04/19/2029    358.59   06/19/99     85.0     12.100         528.52
  801671298         0.00    04/24/1999   03/24/2019    237.73   06/24/99     46.4     10.250         245.41
  801671447         0.00    04/23/1999   03/23/2029    357.70   06/23/99     80.0     10.650         370.39
  801671520         0.00    05/01/1999   04/01/2029    358.00   06/01/99     56.3     13.030         374.69
  801671546         0.00    04/12/1999   03/12/2014    177.34   06/12/99     64.0      9.400         332.22
  801671603         0.00    04/15/1999   03/15/2019    237.44   06/15/99     74.4     11.100         311.70
  801671611         0.00    06/01/1999   05/01/2014    179.00   06/01/99     70.0     10.700       3,423.35
  801671645         0.00    04/24/1999   03/24/2029    357.73   06/24/99     72.9     10.500         246.98
  801671694         0.00    06/01/1999   05/01/2014    179.00   07/01/99     80.0     13.600         325.59
  801671777         0.00    05/01/1999   04/01/2014    178.00   06/01/99     66.7     10.650         390.15
  801671801         0.00    07/01/1999   06/01/2029    360.00   07/01/99     70.0     10.350         385.81
  801671991         0.00    05/01/1999   04/01/2019    238.00   07/01/99     67.7      9.290         560.26
  801672247         0.00    04/24/1999   03/24/2014    177.73   05/24/99     74.8     11.750       1,049.79
  801672296         0.00    05/15/1999   04/15/2029    358.45   06/15/99     85.0     11.750         609.18
  801672510         0.00    04/24/1999   03/24/2014    177.73   05/24/99     89.9     10.400         852.83
  801672536         0.00    04/26/1999   03/26/2029    357.80   06/26/99     90.0     10.650         541.69
  801672627         0.00    05/26/1999   04/26/2014    178.82   06/26/99     76.2      9.150         839.90
  801672916         0.00    05/01/1999   04/01/2019    238.00   07/01/99     80.0      8.870         222.22
  801673062         0.00    04/24/1999   03/24/2019    237.73   06/24/99     85.0     10.150         414.37
  801673096         0.00    06/01/1999   05/01/2019    239.00   06/01/99     75.8     12.950         338.72
  801673427         0.00    06/14/1999   05/14/2014    179.41   06/14/99     75.0     13.600         440.43
  801673476         0.00    05/01/1999   04/01/2029    358.00   06/01/99     70.0     13.250         591.04
  801673484         0.00    05/01/1999   04/01/2014    178.00   07/01/99     77.1      8.900         430.62
  801673617         0.00    04/19/1999   03/19/2009    117.57   06/19/99     60.8      8.250         275.97
  801673831         0.00    05/01/1999   04/01/2029    358.00   06/01/99     88.3      9.590         449.14
  801673963         0.00    04/03/1999   03/03/2014    177.04   06/03/99     78.3     12.750         686.86
  801674011         0.00    05/06/1999   04/06/2024    298.16   06/06/99     80.0     12.500         348.91
  801674102         0.00    04/17/1999   03/17/2014    177.50   06/17/99     85.0     11.600         536.71
  801674136         0.00    05/05/1999   04/05/2014    178.13   06/05/99     75.7     12.200         339.66
  801674292         0.00    05/05/1999   04/05/2014    178.13   06/05/99     87.9     10.400         317.54
  801674342         0.00    06/01/1999   05/01/2014    179.00   06/01/99     85.0      9.500       2,251.39
  801674383         0.00    04/25/1999   03/25/2014    177.76   05/25/99     75.0     11.000         323.93
  801674391         0.00    05/01/1999   04/01/2019    238.00   07/01/99     90.0     10.900         596.78
  801674409         0.00    05/01/1999   04/01/2029    358.00   06/01/99     90.0      9.150         689.86
  801674649         0.00    06/10/1999   05/10/2029    359.28   06/10/99     85.0     10.900         722.75
  801674904         0.00    04/05/1999   03/05/2014    177.11   05/05/99     75.0     11.750         378.53
  801674920         0.00    04/17/1999   03/17/2014    177.50   05/17/99     90.0     11.400         341.50
  801674979         0.00    04/05/1999   03/05/2014    177.11   05/05/99     74.9     11.750         415.88
  801675067         0.00    04/05/1999   03/05/2014    177.11   06/05/99     74.9     11.750         419.91
  801675133         0.00    05/01/1999   04/01/2009    118.00   07/01/99     85.0      8.250       1,000.85
  801675232         0.00    06/17/1999   05/17/2019    239.51   06/17/99     88.5     10.400         297.11
  801675265         0.00    05/21/1999   04/21/2029    358.65   05/21/99     64.0     13.940         529.29
  801675547         0.00    04/17/1999   03/17/2014    177.50   05/17/99     80.0     13.950         557.39
  801675612         0.00    05/06/1999   04/06/2014    178.16   06/06/99     85.9     11.400         199.84
  801675638         0.00    05/01/1999   04/01/2014    178.00   06/01/99     84.3     12.000         257.16


ALLIANCE FUNDING                                            Sale Schedule - Group 1
A division of Superior Bank FSB         1999-2 Initial Pool of Fixed Rate Mortgages - Settlement 6/24/99             Page 15 6/30/99

                                                                                                           Principal   Cut-off Date
                                                                                                     Zip   Balance at    Principal
Pool ID   Inv   Account      Name                     Address                      City       State Code  Origination     Balance
------------------------------------------------------------------------------------------------------------------------------------

  242-01  915   801675729 PETERSON CLARENCE L      RD 1 BOX 204 AA DONOVAN RD   TITUSVILLE      PA  16354    55,250.00     55,250.00
  242-01  915   801675844 HALL MARY                10303 WESTCHESTER AVE        CLEVELAND       OH  44108    55,200.00     55,200.00
  242-01  915   801675992 FALSO PHILIP             11 PLEASANT STREET           CORTLAND        NY  13045    45,050.00     45,050.00
  242-01  915   801676016 KIBRET MESERET G         361 HENRY STREET             ORANGE          NJ  07050   126,400.00    126,223.96
  242-01  915   801676206 LEGERE PAUL J            60 WEST STREET               MARSHFIELD      MA  02020   113,250.00    113,250.00
  242-01  915   801676305 HARMS IVAN K             620 EAST TOPAZ               GRANBY          CO  80446    38,168.00     38,168.00
  242-01  915   801676404 JONES FRANK D            1337 THOREAU ROAD            LAKEWOOD        OH  44107    68,000.00     67,800.42
  242-01  915   801676552 SCHNARR DONALD A         1232 LAKESHORE BLVD          AKRON           OH  44301    44,000.00     44,000.00
  242-01  915   801676578 CUSTALOW KENNETH R       10205 NORTH 23RD STREET      TAMPA           FL  33612    45,000.00     45,000.00
  242-01  915   801676644 ALLEN AUDREY L           12481 REGENCY AVENUE         SEMINOLE        FL  33772    12,000.00     11,945.13
  242-01  915   801676750 CORHN PATRICIA A         1107 SENECA ROAD             VENICE          FL  34293    10,000.00      9,944.22
  242-01  915   801676842 HARRISON PAUL D          21057 DENISE AVENUE          PORT CHARLO     FL  33952    38,990.00     38,928.97
  242-01  915   801676917 TRUDEAU ALFRED           2607 ROSE STREET             SARASOTA        FL  34239    33,970.00     33,970.00
  242-01  915   801676933 PIERCE RICHARD F         16940 16942 LENORE           DETROIT         MI  48219    31,000.00     30,790.44
  242-01  915   801676958 SLANN RICHARD A          307 SOLAR DRIVE              COLORADO SP     CO  80907    52,000.00     51,673.34
  242-01  915   801677055 SMITH FRED               318 BERTETTI DRIVE           SAN ANTONIO     TX  78227    18,400.00     18,318.39
  242-01  915   801677113 DAHLSTROM THOMAS E       113 CEDAR BROOK              NAPERVILLE      IL  60565    67,000.00     66,861.39
  242-01  915   801677402 KELLY SYD GREER          6557 EMERSON STREET          WINDSOR         CA  95492    85,000.00     85,000.00
  242-01  915   801677477 WATERMAN DOUG            815 HARMONY WAY              EVANSVILLE      IN  47720    44,000.00     43,937.53
  242-01  915   801677535 BAGSHAW WALTER           250 RED HAWK DRIVE           CAMPOBELLO      SC  29322    35,000.00     34,903.55
  242-01  915   801677667 FIELDS ANDREW J          40 NORTH EAST AVENUE         INVERNESS       FL  34453    10,000.00      9,966.74
  242-01  915   801677741 FRENCH JASON R           2999 E 57TH ST               CLEVELAND       OH  44127    56,000.00     55,822.30
  242-01  915   801677782 BOYD EFREM               2001 ETTA COURT              GREENSBORO      NC  27406    44,800.00     44,800.00
  242-01  915   801677998 HAYES RANDALL L          115 EXCHANGE STREET          LISBON          OH  44432    79,650.00     79,533.30
  242-01  915   801678020 GEAR CHARLES FRANCIS     211 SOUTH ALABAMA AVENUE     DELAND          FL  32724    11,900.00     11,865.33
  242-01  915   801678194 LORD PATRICIA D          7211 CAPE DRIVE              SARALAND        AL  36571    66,400.00     66,400.00
  242-01  915   801678533 DISHAROON GARY D         125 CAMELLIA DRIVE           MOYOCK          NC  27958    94,080.00     94,021.66
  242-01  915   801678541 FOLSE DANIEL E           3639 QUAIL RUN ROAD          GULF BREEZE     FL  32561    26,782.00     26,671.93
  242-01  915   801678731 DIX SHAWN M              282 LITTLE CREEK ROAD        DANVILLE        VA  24540    28,000.00     27,935.71
  242-01  915   801678798 COURTON RAMONA           129 EUCLID AVENUE            BROOKLYN        NY  11208   136,000.00    135,858.01
  242-01  915   801678970 MELBOURNE PATRICK        43761 MCCOLLOUGH COURT       ASHBURN         VA  20147    10,000.00      9,912.45
  242-01  915   801679432 HUSS ROXANN              7 SHERWOOD DRIVE             ENOLA           PA  17025   135,000.00    134,838.23
  242-01  915   801679440 SULETT SCOTT             2193 SOUTH LINCOLN STREET    DENVER          CO  80210    36,000.00     36,000.00
  242-01  915   801679531 DICKERSON FRANKLIN       6506 27TH WAY N              SAINT PETER     FL  33702    63,750.00     63,515.55
  242-01  915   801679572 GRIFFIN BOBBY            2815 17 W HARRISON           CHICAGO         IL  60612   216,500.00    216,500.00
  242-01  915   801679606 SZYMANSKI STANLEY K      2123 SENECA ROAD             WILMINGTON      DE  19805    46,400.00     46,276.47
  242-01  915   801679630 FULLINGTON CHARLEY       1030 RAZOR ROAD              ALLENDALE       SC  29810    59,245.00     59,245.00
  242-01  915   801679689 DORWARD CYNTHIA A        1915 CHURCH ROAD             BETHLEHEM       PA  18015    65,800.00     65,800.00
  242-01  915   801679713 PARR ROBERT JR           505 WALLACE AVE              CANTON          OH  44707    32,000.00     32,000.00
  242-01  915   801679788 SPARKS CHARLES C         5144 NEW ROAD EXTENSION      HOLLYWOOD       SC  29449    57,600.00     57,553.13
  242-01  915   801679929 COLON GLADYS M           11 MICHIGAN AVENUE           BAY SHORE       NY  11706   102,420.00    102,397.37
  242-01  915   801680372 DIPANE MICHAEL A         1755 JUNIATA ROAD            TALLMADGE       OH  44278   102,000.00    101,775.00
  242-01  915   801680463 POLING JUDY A            7 HONEYSUCKLE DRIVE          PORT DEPOSI     MD  21904   103,992.00    103,992.00
  242-01  915   801680596 HELLAMS KATHLEEN R       9048 HORIZON DRIVE           SPRING HILL     FL  34608    28,000.00     27,976.17
  242-01  915   801680620 CHRISTENSEN EVA LORRAINE 121 WHITETHORN DRIVE         GUILFORD        CT  06437    28,000.00     27,982.63
  242-01  915   801680893 PAYTEE MARY ANN          105 SOUTHWEST 8TH LANE       LAKE BUTLER     FL  32054    46,400.00     46,400.00
  242-01  915   801680976 WHITE ALVIN              22 WEST 123RD STREET         NEW YORK        NY  10027   182,750.00    182,750.00
  242-01  915   801681008 BUTLER SCARLET           18820 WENTWORTH DRIVE        MIAMI           FL  33015   238,000.00    238,000.00
  242-01  915   801681024 WILKES PATRICIA ANN      36 WENTWORTH LANE            PALM COAST      FL  32164    92,800.00     92,800.00
  242-01  915   801681057 FIELDS TIMMY D           905 FRANKLIN STREET          ROARING SPR     PA  16673    23,550.00     23,549.80
  242-01  915   801681123 ZUCCARO THERESA          DINGLE HILL ROAD             ANDES           NY  13731   140,000.00    140,000.00
  242-01  915   801681131 BRAZIER KEVIN S          23 HOPEWELL DRIVE            STONY BROOK     NY  11790    27,750.00     27,750.00
  242-01  915   801681156 SMITH GEORGE             10284 DESERT SPARROW AVE     BROOKSVILLE     FL  34613    63,000.00     62,808.33
  242-01  915   801681164 STEIN RONALD L           234 BAUSMAN STREET           PITTSBURGH      PA  15210    37,500.00     37,481.45
  242-01  915   801681214 STEWART RODNEY L         12102 GRIFFING AVE           CLEVELAND       OH  44120    56,000.00     56,000.00
  242-01  915   801681339 HAYES TOMMY L.           13901 ROCKRIDGE RD           LAKELAND        FL  33809    52,800.00     52,134.80
  242-01  915   801681495 CORNBLATT MITCHELL K     2 SEBASTIAN COURT            REISTERSTOW     MD  21136    29,700.00     29,700.00
  242-01  915   801681529 FIELDS LAURA             2011 22ND STREET SOUTH       ST PETERSBU     FL  33712    21,450.00     21,343.52
  242-01  915   801681941 ARMER CLARENCE L         6381 ALLIANCE AVENUE         KEYSTONE HE     FL  32656    24,000.00     23,814.52
  242-01  915   801682154 PARENT THOMAS J          4524 BIMINI DRIVE            BRADENTON       FL  34210    95,571.00     95,571.00
  242-01  915   801682212 LEE HYUN BUM             8 PASCACK AVENUE             HARRINGTON      NJ  07640    70,000.00     69,752.87

             Cut-off Date     First                                       Original   Current     Scheduled
              Companion      Payment      Maturity      Rem       Date       LTV     Mortgage     Payment
  Account     Loan Bal.       Date          Date       Term       Due       Ratio      Rate     Int & Prin
------------------------------------------------------------------------------------------------------------

  801675729         0.00    05/01/1999   04/01/2029    358.00   06/01/99     85.0     11.750         557.70
  801675844         0.00    06/03/1999   05/03/2029    359.05   06/03/99     80.0     12.850         604.16
  801675992         0.00    04/18/1999   03/18/2014    177.53   05/18/99     85.0     11.850         458.19
  801676016         0.00    05/01/1999   04/01/2029    358.00   06/01/99     85.9     11.350       1,237.28
  801676206         0.00    05/26/1999   04/26/2014    178.82   05/26/99     75.0     10.450       1,031.71
  801676305         0.00    05/01/1999   04/01/2014    178.00   06/01/99     79.9     12.950         420.72
  801676404         0.00    05/19/1999   04/19/2014    178.59   06/19/99     80.0      8.190         657.32
  801676552         0.00    05/01/1999   04/01/2029    358.00   06/01/99     80.0     10.250         394.28
  801676578         0.00    05/12/1999   04/12/2019    238.36   06/12/99     90.0     10.400         446.25
  801676644         0.00    04/19/1999   03/19/2014    177.57   06/19/99     60.8     11.600         140.95
  801676750         0.00    05/21/1999   04/21/2014    178.65   06/21/99     88.6     10.400         109.92
  801676842         0.00    05/01/1999   04/01/2019    238.00   07/01/99     84.1     13.750         477.79
  801676917         0.00    05/01/1999   04/10/2014    178.00   06/10/99     84.6     10.800         318.38
  801676933         0.00    04/12/1999   03/12/2029    357.34   06/12/99     49.6     10.600         285.89
  801676958         0.00    05/01/1999   04/01/2014    178.00   07/01/99     57.1      8.900         524.33
  801677055         0.00    06/01/1999   05/01/2014    179.00   07/01/99     40.8     10.750         206.25
  801677113         0.00    04/23/1999   03/23/2019    237.70   06/23/99     84.8     12.850         777.81
  801677402         0.00    05/01/1999   04/01/2014    178.00   06/01/99     80.9     12.700       1,058.74
  801677477         0.00    05/26/1999   04/26/2014    178.82   06/26/99     80.0      8.750         346.15
  801677535         0.00    05/05/1999   04/05/2014    178.13   06/05/99     62.5     10.250         381.48
  801677667         0.00    05/12/1999   04/12/2009    118.36   06/12/99     31.2     10.750         136.34
  801677741         0.00    06/06/1999   05/06/2029    359.15   07/06/99     80.0     12.700         606.37
  801677782         0.00    05/26/1999   04/26/2029    358.82   05/26/99     80.0     10.150         398.13
  801677998         0.00    04/24/1999   03/24/2014    177.73   05/24/99     90.0      9.900         693.11
  801678020         0.00    05/05/1999   04/05/2014    178.13   06/05/99     67.0     11.100         136.00
  801678194         0.00    05/01/1999   04/01/2029    358.00   06/01/99     80.0     12.350         700.94
  801678533         0.00    05/05/1999   04/05/2014    178.13   06/05/99     80.0      9.850         815.21
  801678541         0.00    04/22/1999   03/22/2014    177.67   06/22/99     79.9     13.860         354.15
  801678731         0.00    05/01/1999   04/01/2024    298.00   07/01/99     80.0     12.500         305.30
  801678798         0.00    04/01/1999   03/01/2029    357.00   06/01/99     80.0     11.375       1,333.84
  801678970         0.00    04/24/1999   03/24/2014    177.73   06/24/99     83.4      9.750         105.94
  801679432         0.00    04/22/1999   03/22/2014    177.67   06/22/99     90.0     11.800       1,367.88
  801679440         0.00    05/01/1999   04/01/2014    178.00   06/01/99     90.0     10.900         340.12
  801679531         0.00    05/13/1999   04/13/2014    178.39   06/13/99     85.0     11.850         648.39
  801679572         0.00    07/01/1999   06/01/2014    180.00   07/01/99     37.9     15.450       3,097.11
  801679606         0.00    04/12/1999   03/12/2019    237.34   06/12/99     80.0      8.550         404.14
  801679630         0.00    05/01/1999   04/01/2029    358.00   06/01/99     85.0     11.250         575.42
  801679689         0.00    06/01/1999   05/01/2014    179.00   06/01/99     79.9     10.850         741.69
  801679713         0.00    04/26/1999   03/26/2014    177.80   05/26/99     80.0     12.600         344.01
  801679788         0.00    05/01/1999   04/01/2014    178.00   06/01/99     80.0     13.350         742.09
  801679929         0.00    04/11/1999   03/11/2014    177.30   06/11/99     90.0     11.800       1,037.76
  801680372         0.00    05/07/1999   04/07/2019    238.19   06/07/99     85.0      8.150         862.71
  801680463         0.00    04/19/1999   03/19/2014    177.57   06/19/99     80.0     13.100       1,158.49
  801680596         0.00    05/05/1999   04/05/2014    178.13   06/05/99     83.1      9.650         238.51
  801680620         0.00    05/05/1999   04/05/2019    238.13   06/05/99     54.1     11.300         294.76
  801680893         0.00    06/07/1999   05/07/2024    299.18   06/07/99     80.0     12.100         492.13
  801680976         0.00    05/07/1999   04/07/2014    178.19   06/07/99     85.0     13.600       2,107.63
  801681008         0.00    04/12/1999   03/12/2029    357.34   05/12/99     85.0      9.900       2,071.05
  801681024         0.00    05/23/1999   04/23/2014    178.72   05/23/99     77.3     13.750       1,081.22
  801681057         0.00    05/02/1999   04/02/2014    178.03   06/02/99     80.2     13.600         307.32
  801681123         0.00    05/14/1999   04/14/2014    178.42   06/14/99     62.2     10.500       1,280.64
  801681131         0.00    07/01/1999   06/01/2014    180.00   07/01/99     85.0     11.850         330.37
  801681156         0.00    04/25/1999   03/25/2029    357.76   06/25/99     90.0      9.870         546.83
  801681164         0.00    04/26/1999   03/26/2029    357.80   06/26/99     75.0     10.350         338.83
  801681214         0.00    04/25/1999   03/25/2029    357.76   05/25/99     80.0      8.250         420.71
  801681339         0.00    05/05/1999   04/05/2019    238.13   07/05/99     80.0      9.500         492.16
  801681495         0.00    05/13/1999   04/13/2014    178.39   05/13/99     89.9     11.400         291.85
  801681529         0.00    05/01/1999   04/01/2019    238.00   07/01/99     65.0     11.350         226.54
  801681941         0.00    04/22/1999   03/22/2014    177.67   06/22/99     53.3     10.600         266.79
  801682154         0.00    05/01/1999   04/01/2014    178.00   06/01/99     85.0     13.750       1,113.51
  801682212         0.00    05/14/1999   04/14/2014    178.42   06/14/99     45.2     11.000         795.62


ALLIANCE FUNDING                                            Sale Schedule - Group 1
A division of Superior Bank FSB         1999-2 Initial Pool of Fixed Rate Mortgages - Settlement 6/24/99             Page 16 6/30/99

                                                                                                           Principal   Cut-off Date
                                                                                                     Zip   Balance at    Principal
Pool ID   Inv   Account      Name                     Address                      City       State Code  Origination     Balance
------------------------------------------------------------------------------------------------------------------------------------

  242-01  915   801682261 TOONE PAUL W             6416 TIMBER DRIVE            NINE MILE F     WA  99026    29,500.00     29,450.68
  242-01  915   801682295 WIMBERLY ARTHUR E JR     7211 DEROUSSE COURT          PENNSAUKEN      NJ  08110    57,588.00     57,588.00
  242-01  915   801682337 RODRIGUEZ MARIA R        15000 GRANT LANE             LEISURE CIT     FL  33033    47,200.00     46,913.70
  242-01  915   801682345 CARTE ROMULO             11600 SW 10TH ST             PENBROOKE P     FL  33025   132,300.00    131,846.99
  242-01  915   801682618 BUNJOVAC PHILLIP N       11850 N 38TH PLACE           PHOENIX         AZ  85028    21,700.00     21,700.00
  242-01  915   801682691 MOODY DAWN               1273 SOUTH NEWKIRK STREET    PHILADELPHI     PA  19146    20,000.00     19,978.14
  242-01  915   801682790 LIVACCHI ANTHONY         282 PIPESTAVE HOLLOW ROAD    MT SINAI        NY  11766    55,000.00     54,850.15
  242-01  915   801683178 ROSH RICHARD A           201 PENNSYLVANIA AVENUE      MILL HALL       PA  17751    54,000.00     53,906.64
  242-01  915   801683426 COOMBE MARY E            GUN CLUB DRIVE               LEHIGHTON       PA  18235    35,000.00     34,908.24
  242-01  915   801683459 GITTINGS HOWARD J        3000 HOWARD PARK AVENUE      BALTIMORE       MD  21207    45,500.00     45,413.72
  242-01  915   801683699 PIERSON DENNIS D         12 WESTFALL DRIVE            DINGMANS FE     PA  18328    53,130.00     53,094.13
  242-01  915   801683848 BRIGHAM GREGORY W SR     4018 NORTH MARGUERITE ST     TAMPA           FL  33603    68,800.00     68,800.00
  242-01  915   801683954 HOLMES TRACY             5321 3RD AVENUE SOUTH        SAINT PETER     FL  33707    58,650.00     58,650.00
  242-01  915   801683988 STEWART RODNEY L         3659 EAST 140TH STREET       CLEVELAND       OH  44120    62,400.00     62,400.00
  242-01  915   801684036 SMITH ROBERT M           81 83 85 87 N SPRAGUE AVE    PITTSBURGH      PA  15202   121,100.00    120,783.07
  242-01  915   801684085 ZOBEL RICHARD A          12233 HAZEL RIVER ROAD       RIXEYVILLE      VA  22737    42,000.00     42,000.00
  242-01  915   801684127 ALBERT HARRY B           2 PARK CIRCLE                SOUTH AMBOY     NJ  08879   144,400.00    143,980.02
  242-01  915   801684242 BURGER BARBARA A         VERNIE LOCKLER ROAD          STEINHATCHE     FL  32359    21,750.00     21,716.67
  242-01  915   801684275 KELLY ROBERT D           317 BARBARA CIRCLE           BELLEAIR        FL  33756    47,500.00     47,316.29
  242-01  915   801684317 MORRIS JOHN              22469 FAIRMOUNT BLVD         SHAKER HTS      OH  44118   130,500.00    130,401.94
  242-01  915   801684366 TIPTON ROBERT S          260 BRANDSTON AVENUE         ELYRIA          OH  44035    77,500.00     77,438.26
  242-01  915   801684390 VELASQUEZ MARIO L        11979 85TH STREET NORTH      LARGO           FL  33773    32,500.00     32,411.66
  242-01  915   801684507 NAGEL SANDRA LEE         1050 BELLEVUE AVENUE         ELGIN           IL  60120    65,000.00     65,000.00
  242-01  915   801684515 BARKSDALE VIVIAN J       1717 NORTH CAREY STREET      BALITMORE       MD  21217    39,200.00     39,200.00
  242-01  915   801684572 SADLER RENDA RENEE       31 DREAMWOOD STABLES ROAD    CRAWFORDVIL     FL  32327    48,000.00     47,935.75
  242-01  915   801684721 CURRY CALVIN R           13830 YELLOW BLUFF RD        JACKSONVILL     FL  32226    53,200.00     53,200.00
  242-01  915   801684747 WHITE LARRY JOE          535 MILKWEED LOOP            BEVERLY HIL     FL  34465    40,800.00     40,800.00
  242-01  915   801684952 RAMIREZ VIRGINIA         17 19 GRAND STREET           PROVIDENCE      RI  02907    76,500.00     76,486.20
  242-01  915   801685017 TRADER EDWARD A          2958 SANITORIUM ROAD         AKRON           OH  44312    55,000.00     53,877.24
  242-01  915   801685025 DOORN TAMMY R            1419 BASS BOULEVARD          DUNEDIN         FL  34698    31,200.00     31,200.00
  242-01  915   801685108 ARTRIP ROBIN B           1125 DALE AVE SE             ROANOKE         VA  24013    55,893.00     55,893.00
  242-01  915   801685272 SLUHOCKI DON             43-45 CLEVELAND STREET       PLAINS TOWN     PA  18705    39,800.00     39,138.93
  242-01  915   801685595 PETIT-FRERE JEAN PIERRE  514 12TH STREET DRIVE WEST   PALMETTO        FL  34221    30,000.00     29,960.68
  242-01  915   801685785 RIOS MICHAEL LOUIS       371 VAN NESS AVE             LINDSAY         CA  93247    85,000.00     85,000.00
  242-01  915   801685835 SMITH EDWARD TODD        2019 ROCK ROAD               GRIFTON         NC  28530    28,800.00     28,738.83
  242-01  915   801685843 THORSEN FREDERICK K      10 FLORAL AVENUE             NATICK          MA  01760   120,000.00    119,870.10
  242-01  915   801685850 SHATTOCK GWENITH LAVON   16335 SOUTHWEST GREENLAND    TIGARD          OR  97224    18,000.00     18,000.00
  242-01  915   801685868 MILLER TODD              118 S WEST STREET            DAVIS CITY      IA  50065    22,400.00     22,376.63
  242-01  915   801685892 HOWERTON EVERETT III     1025 TAYLOR OAKS DRIVE       ROSWELL         GA  30076    11,100.00     11,090.55
  242-01  915   801686254 BARRETT JIMMIE R         5433 YUCATAN DRIVE           INDIANAPOLI     IN  46236    80,517.00     80,261.24
  242-01  915   801686320 JOHNSON CHARLES R        7516 NORTH HUBERT AVENUE     TAMPA           FL  33614    39,000.00     38,985.17
  242-01  915   801686643 NIX OCHA                 2810 BETHANY LANE            TEXARKANA       TX  75503    99,920.00     99,920.00
  242-01  915   801686726 GHUMAN IHSAM T           1495 EAST 34TH STREET        BROOKLYN        NY  11234    42,000.00     41,565.27
  242-01  915   801686932 WEASE CLAUDETTE D        1409 HAVERHILL DRIVE         NEW PORT RI     FL  34655    35,000.00     34,840.23
  242-01  915   801687120 DALBY SUE E              6445 RALEY RD                BROOKSVILLE     FL  34602    27,000.00     26,873.70
  242-01  915   801687187 FAZLI AHMAD JAMSHAID     6214 FRONTIER DRIVE          SPRINGFIELD     VA  22150    40,000.00     39,857.92
  242-01  915   801687328 THRUSH FRANCES L         11472 116TH ST N             LARGO           FL  33778    65,600.00     65,427.65
  242-01  915   801687419 CURL DEBRA L             8492 OAKHURST ROAD           SEMINOLE        FL  33776    25,500.00     25,168.34
  242-01  915   801687534 GADBERRY ADRIAN          7732 JORDAN HEIGHTS DRIVE    LAKELAND        FL  33810    32,725.00     32,663.04
  242-01  915   801687633 DEFILIPPO PATRICK        986 THORME STREET            BRIDGEPORT      CT  06606    17,000.00     17,000.00
  242-01  915   801687674 STARK KENNETH E          6545 SOUTH LEWDINGAR DRIVE   HOMOSASSA       FL  34446    38,250.00     38,212.30
  242-01  915   801687690 UNREIN ELMER A           4350 HARBACK MILE ROAD       BENNETT         CO  80102    51,270.00     50,773.81
  242-01  915   801687773 DENNIS GINA MARIE        2220 EAST 99TH AVENUE        TAMPA           FL  33612    64,000.00     63,708.96
  242-01  915   801687823 TYNA MICHAEL J           3894 3896 EAST 55TH STREET   CLEVELAND       OH  44105    62,400.00     62,004.55
  242-01  915   801688045 SAUNIER RUSSELL E        5010 LINFORD AVE NE          CANTON          OH  44705    32,400.00     32,384.55
  242-01  915   801688128 THOMSON JAMES T          128 WEST 200 SOUTH           EPHRAIM         UT  84627    72,000.00     72,000.00
  242-01  915   801688326 GLOVER SHANNON           1234 COMMUNITY POND ROAD     EASTOVER        SC  29044    45,900.00     45,852.43
  242-01  915   801688433 BROWN BRANDY             2012 REYNORD CIRCLE          WEST COLUMB     SC  29172    44,800.00     44,609.46
  242-01  915   801688441 VOTRAIN TERRIE J         1565 HIDDEN OAKS DR          WEDGEFIELD      SC  29168    52,200.00     52,159.58
  242-01  915   801689027 PORTER KATHY ANN         225 WIRE ROAD                NEESES          SC  29146    65,600.00     65,600.00
  242-01  915   801689357 HOUSE ERIC A             42 NORTH BELLEVIEW DRIVE     INDIANAPOLI     IN  46222    45,050.00     45,050.00

             Cut-off Date     First                                       Original   Current     Scheduled
              Companion      Payment      Maturity      Rem       Date       LTV     Mortgage     Payment
  Account     Loan Bal.       Date          Date       Term       Due       Ratio      Rate     Int & Prin
------------------------------------------------------------------------------------------------------------

  801682261         0.00    05/01/1999   04/01/2024    298.00   07/01/99     59.0      9.250         252.63
  801682295         0.00    06/01/1999   05/01/2014    179.00   06/01/99     90.0     10.150         624.14
  801682337         0.00    04/22/1999   03/22/2029    357.67   06/22/99     80.0     12.850         516.60
  801682345         0.00    06/07/1999   05/07/2029    359.18   07/07/99     90.0     10.650       1,225.06
  801682618         0.00    05/01/1999   04/01/2019    238.00   06/01/99     84.9     12.850         251.92
  801682691         0.00    05/01/1999   04/01/2029    358.00   06/01/99     80.0     11.350         195.77
  801682790         0.00    05/28/1999   04/28/2014    178.88   06/28/99     30.5     12.000         565.74
  801683178         0.00    05/01/1999   04/01/2014    178.00   06/01/99     78.2      9.090         550.60
  801683426         0.00    05/28/1999   04/28/2014    178.88   06/28/99     51.4      9.000         281.62
  801683459         0.00    05/21/1999   04/21/2014    178.65   06/21/99     65.0     14.250         548.13
  801683699         0.00    05/12/1999   04/12/2029    358.36   06/12/99     69.0      8.750         417.97
  801683848         0.00    05/15/1999   04/15/2014    178.45   06/15/99     80.0     10.600         634.49
  801683954         0.00    04/24/1999   03/24/2014    177.73   05/24/99     85.0     11.000         558.54
  801683988         0.00    04/25/1999   03/25/2029    357.76   05/25/99     80.0      8.250         468.79
  801684036         0.00    05/19/1999   04/19/2014    178.59   06/19/99     70.0     11.200       1,171.60
  801684085         0.00    06/11/1999   05/11/2014    179.31   06/11/99     65.6     10.100         371.69
  801684127         0.00    06/04/1999   05/04/2014    179.08   07/04/99     85.9     13.250       1,625.62
  801684242         0.00    05/01/1999   04/01/2014    178.00   06/01/99     53.0     10.600         241.77
  801684275         0.00    05/19/1999   04/19/2019    238.59   06/19/99     78.2      9.650         447.43
  801684317         0.00    05/19/1999   04/19/2029    358.59   07/19/99     90.0     10.500       1,193.73
  801684366         0.00    05/01/1999   04/01/2029    358.00   07/01/99     77.5     10.250         694.48
  801684390         0.00    04/17/1999   03/17/2014    177.50   06/17/99     84.9      9.120         331.96
  801684507         0.00    05/01/1999   04/01/2014    178.00   06/01/99     65.0     13.340         736.34
  801684515         0.00    04/24/1999   03/24/2014    177.73   05/24/99     76.8     12.960         432.40
  801684572         0.00    04/25/1999   03/25/2024    297.76   06/25/99     80.0     12.000         505.55
  801684721         0.00    06/12/1999   05/12/2014    179.34   06/12/99     80.0      9.650         560.35
  801684747         0.00    04/26/1999   03/26/2029    357.80   05/26/99     80.0     12.850         446.55
  801684952         0.00    05/09/1999   04/09/2014    178.26   06/09/99     90.0     10.900         722.75
  801685017         0.00    04/23/1999   03/23/2014    177.70   07/23/99     63.2      8.600         544.84
  801685025         0.00    05/01/1999   04/01/2014    178.00   06/01/99     79.5     13.100         347.57
  801685108         0.00    05/22/1999   04/22/2014    178.68   06/22/99     85.9     11.600         557.77
  801685272         0.00    05/02/1999   04/02/2009    118.03   07/02/99     85.0     12.350         579.10
  801685595         0.00    05/23/1999   04/23/2014    178.72   06/23/99     53.5     10.380         329.39
  801685785         0.00    06/01/1999   05/01/2029    359.00   06/01/99     85.0     11.250         825.57
  801685835         0.00    06/05/1999   05/05/2019    239.11   07/05/99     80.0     12.250         322.15
  801685843         0.00    05/07/1999   04/07/2029    358.19   06/07/99     73.1     11.250       1,165.52
  801685850         0.00    06/01/1999   05/01/2019    239.00   06/01/99     74.4     10.350         177.90
  801685868         0.00    05/01/1999   04/01/2014    178.00   06/01/99     80.0     14.000         298.31
  801685892         0.00    05/01/1999   04/01/2014    178.00   06/01/99     90.0     10.900         125.47
  801686254         0.00    05/01/1999   04/01/2014    178.00   06/01/99     89.9     10.900         760.70
  801686320         0.00    04/18/1999   03/18/2029    357.53   06/18/99     62.9      9.650         332.21
  801686643         0.00    07/01/1999   06/01/2029    360.00   07/01/99     80.0     10.000         876.87
  801686726         0.00    04/15/1999   03/15/2014    177.44   06/15/99     84.1     12.990         531.13
  801686932         0.00    04/24/1999   03/24/2014    177.73   06/24/99     64.9     10.500         386.89
  801687120         0.00    05/09/1999   04/09/2024    298.26   06/09/99     81.8     11.000         264.63
  801687187         0.00    05/14/1999   04/14/2014    178.42   06/14/99     80.7     10.750         448.38
  801687328         0.00    04/23/1999   03/23/2029    357.70   06/23/99     80.0      7.940         478.61
  801687419         0.00    04/22/1999   03/22/2014    177.67   07/22/99     72.2      8.840         256.22
  801687534         0.00    05/20/1999   04/20/2014    178.62   06/20/99     85.4     11.600         384.37
  801687633         0.00    05/05/1999   04/05/2019    238.13   05/05/99     82.4      9.650         160.13
  801687674         0.00    04/24/1999   03/24/2019    237.73   06/24/99     85.0     11.250         401.34
  801687690         0.00    06/01/1999   05/01/2014    179.00   08/01/99     89.9     10.900         484.39
  801687773         0.00    05/28/1999   04/28/2014    178.88   06/28/99     80.0     13.950         755.79
  801687823         0.00    05/01/1999   04/01/2014    178.00   07/01/99     80.0     10.000         547.60
  801688045         0.00    05/01/1999   04/01/2014    178.00   07/01/99     57.7     12.350         342.02
  801688128         0.00    05/01/1999   04/01/2014    178.00   06/01/99     75.0     12.900         790.84
  801688326         0.00    04/24/1999   03/24/2014    177.73   05/24/99     85.0     12.450         564.23
  801688433         0.00    05/01/1999   04/01/2019    238.00   07/01/99     80.0      8.750         395.90
  801688441         0.00    05/01/1999   04/01/2029    358.00   06/01/99     90.0     11.250         507.00
  801689027         0.00    06/07/1999   05/07/2029    359.18   06/07/99     72.9     11.000         624.72
  801689357         0.00    05/07/1999   04/07/2029    358.19   05/07/99     85.0     12.100         466.86


ALLIANCE FUNDING                                            Sale Schedule - Group 1
A division of Superior Bank FSB         1999-2 Initial Pool of Fixed Rate Mortgages - Settlement 6/24/99             Page 17 6/30/99

                                                                                                           Principal   Cut-off Date
                                                                                                     Zip   Balance at    Principal
Pool ID   Inv   Account      Name                     Address                      City       State Code  Origination     Balance
------------------------------------------------------------------------------------------------------------------------------------

  242-01  915   801689365 BAKER TINA M             648 WARREN AVENUE            INDIANAPOLI     IN  46221    33,915.00     33,915.00
  242-01  915   801689522 HARRISON ALAN            21545 CHICKEN POINT ROAD     TILGHMAN        MD  21671    49,600.00     49,563.70
  242-01  915   801689613 SANFORD HUBB FRANCES     1032 TABERNACLE ROAD         SOUTH BOSTO     VA  24592    27,000.00     26,325.04
  242-01  915   801689878 BELYUE KEITH             4245 47 TYLER                DETROIT         MI  48238    51,000.00     50,874.27
  242-01  915   801689894 PISON JUDY A             321 VERNON STREET            NEW KENSING     PA  15068    50,250.00     50,250.00
  242-01  915   801690017 MITCHELL LAVARNIA        1019 S 10TH STREET           FERNANDINA      FL  32034    52,800.00     52,740.06
  242-01  915   801690140 WATERS FRANKLIN L        66 THORN LANE                NEW CASTLE      DE  19720    49,500.00     49,500.00
  242-01  915   801690363 SELLECK SUSAN            465 EAST SEMINOLE DRIVE      VENICE          FL  34293    79,200.00     79,200.00
  242-01  915   801690470 PARKER CHRISTINA N       2501 SCHAPER STREET          FORT WAYNE      IN  46806    61,600.00     61,600.00
  242-01  915   801690488 HUNTER DARRELL           104 ALANE DRIVE              KELFORD         NC  27847    44,200.00     44,151.88
  242-01  915   801690629 HASH ALAN                58 FREEDMOM DRIVE            DOVER           DE  19901    43,000.00     43,000.00
  242-01  915   801690678 SHARP-WILLIA ELIZABETH J 26345 PETTIBONE RD           BEDFORD         OH  44146    83,200.00     83,200.00
  242-01  915   801690918 WRIGHT CLEVEN            6700 WARREN ROAD             OAKLAND         TN  38060    37,500.00     37,500.00
  242-01  915   801690983 WHITE MORRIS J           166 168 CLINTON PLACE        NEWARK          NJ  07112    93,500.00     93,434.44
  242-01  915   801691080 HASSEL JOAN M            502 PENROSE BOULEVARD        COLORADO SP     CO  80906    65,000.00     65,000.00
  242-01  915   801691296 SOTO ANGEL               709 COLLFIELD AVENUE         STATEN ISLA     NY  10314   221,000.00    220,936.06
  242-01  915   801691387 MURON LOIS               1075 APPLE STREET            FREEDOM         PA  15042    53,190.00     53,153.51
  242-01  915   801691544 FRUSTER LEE LETHA REGINA 117 STONEY LANE              CENTRAL         SC  29630    34,000.00     34,000.00
  242-01  915   801691890 NISBETH CHERRY           3019 BARKER AVENUE           BRONX           NY  10467   117,000.00    116,720.35
  242-01  915   801691924 WHITE CHERYL             3370 HORSLEY MILL ROAD       CARROLLTON      GA  30116    44,200.00     44,200.00
  242-01  915   801692054 KING ANNIE P             3268 E 119TH ST              CLEVELAND       OH  44120    60,800.00     60,800.00
  242-01  915   801692153 STEWART RODNEY L         603 E 109TH ST               CLEVELAND       OH  44108    64,000.00     64,000.00
  242-01  915   801692252 GILLERAN TIM A           2302 MAGNOLIA PLACE          INDIANAPOLI     IN  46219    28,000.00     27,676.79
  242-01  915   801692260 MANGIERI DAN E           5 HALL COURT                 MONROE          NY  10950    20,100.00     20,061.58
  242-01  915   801692278 TISBY THEO J             3634 EAST J STREET           TACOMA          WA  98404    10,108.00     10,015.35
  242-01  915   801692757 FEDRICK DARLENE E        1050 SOUTH 15TH STREET       ST PETERSBU     FL  33705    40,715.00     40,715.00
  242-01  915   801692989 FERNANDEZ GERALDINE S    13601 MONTE VISTA            DETROIT         MI  48238    26,400.00     26,320.07
  242-01  915   801693003 OVERTON JOYCE            3187 LAGRANGE DR             NASHVILLE       TN  37218    16,700.00     16,626.45
  242-01  915   801693060 ANGELO MARGUERITE        3409 WHITNEY AVE UNIT 3A     HAMDEN          CT  06518    26,000.00     25,918.70
  242-01  915   801693219 PARSLEY JACK A           62 EAST LEGRANDE AVENUE      INDIANAPOLI     IN  46225    36,000.00     35,890.06
  242-01  915   801693235 PRUDENTE ANTHONY         18 COUNTRY SQUIRE COURT      LEVITTOWN       NY  11756    75,000.00     75,000.00
  242-01  915   801693250 HAASE ROBERT A           13170 SOUTHWEST 7TH PLACE    DAVIE           FL  33325    34,000.00     33,933.21
  242-01  915   801693342 ELLISON BOBBY            85 SIOUX CIRCLE              HAVANA          FL  32333    71,250.00     71,250.00
  242-01  915   801693367 SANTIAGO HEMERLINDA      3293 FULTON ROAD             CLEVELAND       OH  44109    59,500.00     59,482.47
  242-01  915   801693631 NAIR MOHAN ROY           808 SOUTH VAN NESS AVENUE    SAN FRANCIS     CA  94110    35,000.00     34,874.22
  242-01  915   801693649 GRAHAM HENRY             107 JADE CIRCLE              ORANGEBURG      SC  29115   153,000.00    152,756.11
  242-01  915   801693714 HUDSON HUGH C            6222 RANDOLPH ROAD           BEDFORD HEI     OH  44146    81,000.00     81,000.00
  242-01  915   801693805 LENARD RICHARD           3089 E 93RD STREET           CLEVELAND       OH  44104    73,800.00     73,800.00
  242-01  915   801693946 BARRETT MICHAEL B        56 CALICO LANE               WILLISTON       SC  29853    68,000.00     68,000.00
  242-01  915   801694001 WILLIAMS JACKY L         2188 BLACK RIVER ROAD        BARNWELL        SC  29812    61,625.00     61,425.87
  242-01  915   801694084 RIVERA ALFONSO M         9839 RICHWOOD LANE           PORT RICHEY     FL  34668    40,000.00     39,874.90
  242-01  915   801694167 DEPEW CANDACE            17 HILLVIEW DRIVE            SHOHOLA         PA  18458    23,500.00     23,191.77
  242-01  915   801694423 KISER ROBERT             7681 CANTERBURY COURT        BOULDER         CO  80301    51,347.00     51,118.48
  242-01  915   801694530 CIGAR GWENDOLYN A        5750 GLEN OAKS DRIVE         LA VERNE        CA  91750   129,856.00    129,856.00
  242-01  915   801694555 GARCIA TIMO E            4881 SOUTHEAST STEWART CT    HILLSBORO       OR  97123    25,000.00     25,000.00
  242-01  915   801694605 VAWTER JENNIFER          206 HULL AVENUE              NEWARK          DE  19711    89,900.00     89,900.00
  242-01  915   801694753 FITZGERALD SALLY         151 WHITE OAKS               MATTESON        IL  60443   128,000.00    128,000.00
  242-01  915   801694944 MCHALE MARY E            12 COLONIAL ROAD             COVENTRY        RI  02866    63,000.00     63,000.00
  242-01  915   801694993 SMITH TIMOTHY EUGENE     823 RUSWOOD CIRCLE           WINDER          GA  30680    10,600.00     10,562.49
  242-01  915   801695073 FEDERICCI ROBERT         26 WEST NEW YORK AVENUE      LONG BEACH      NJ  08008    62,000.00     61,933.02
  242-01  915   801695206 WILSON CHERYL            116 MISS ASHLEY LANE         SAINT STEPH     SC  29479    20,800.00     20,770.39
  242-01  915   801695255 PENN TERRY D             20106 WILDWOOD DRIVE         BROOKSVILLE     FL  34601    34,000.00     33,660.67
  242-01  915   801695503 WILSON RICHARD H         890 SOUTH SHORE DRIVE        GLEN BURNIE     MD  21060    44,700.00     44,700.00
  242-01  915   801695636 STAPLES VIRGINIA         4111 28TH STREET NORTH       ST PETERSBU     FL  33714    33,150.00     33,057.50
  242-01  915   801695651 RYAN ALBERTA K           52 STANTON STREET            DORCHESTER      MA  02124   136,500.00    136,225.00
  242-01  915   801695669 MIDDLETON ALFRED         4651 LAKE IN THE WOODS DR    SPRING HILL     FL  34606    28,000.00     27,948.80
  242-01  915   801695842 NABIH OTTO L             2946 N LASALLE               INDIANAPOLI     IN  46218    36,800.00     36,800.00
  242-01  915   801696063 ZANSLER MARIANNE         5026 GAVIOTA AVENUE          LONG BEACH      CA  90807    98,500.00     98,500.00
  242-01  915   801696105 GUILLEN EDITH            124 BERRIMAN STREET          BROOKLYN        NY  11208   175,500.00    175,500.00
  242-01  915   801696139 MONTELLA PETER           4 MANNING DRIVE              EAST NORTHP     NY  11731    39,000.00     39,000.00
  242-01  915   801696238 BANGO JULIO              4930 CORTEZ CIRCLE           NAPLES          FL  34112    72,250.00     72,192.80

             Cut-off Date     First                                       Original   Current     Scheduled
              Companion      Payment      Maturity      Rem       Date       LTV     Mortgage     Payment
  Account     Loan Bal.       Date          Date       Term       Due       Ratio      Rate     Int & Prin
------------------------------------------------------------------------------------------------------------

  801689365         0.00    05/06/1999   04/06/2029    358.16   06/06/99     85.0     12.600         364.59
  801689522         0.00    06/03/1999   05/03/2014    179.05   07/03/99     80.0     13.100         552.55
  801689613         0.00    05/01/1999   04/01/2014    178.00   08/01/99     90.0     10.400         296.79
  801689878         0.00    06/03/1999   05/03/2029    359.05   07/03/99     85.0     12.600         548.26
  801689894         0.00    05/01/1999   04/01/2029    358.00   06/01/99     75.0     11.350         491.88
  801690017         0.00    05/12/1999   04/12/2029    358.36   06/12/99     80.0      9.150         430.55
  801690140         0.00    05/01/1999   04/01/2019    238.00   06/01/99     75.0     12.850         574.65
  801690363         0.00    05/16/1999   04/16/2014    178.49   06/16/99     72.0     11.800         802.49
  801690470         0.00    05/05/1999   04/05/2029    358.13   06/05/99     80.0     13.350         698.31
  801690488         0.00    05/23/1999   04/23/2014    178.72   06/23/99     85.0     12.000         454.65
  801690629         0.00    05/01/1999   04/01/2014    178.00   06/01/99     79.7     11.750         434.05
  801690678         0.00    04/19/1999   03/19/2029    357.57   05/19/99     65.0     10.850         782.92
  801690918         0.00    05/07/1999   04/07/2024    298.19   06/07/99     75.0     10.250         347.39
  801690983         0.00    02/01/1999   01/01/2029    355.00   06/01/99     85.0     12.950       1,030.64
  801691080         0.00    05/01/1999   04/01/2014    178.00   06/01/99     70.7     10.600         599.45
  801691296         0.00    05/01/1999   04/01/2029    358.00   06/01/99     85.0     11.950       2,264.73
  801691387         0.00    05/05/1999   04/05/2029    358.13   06/05/99     69.9      8.650         414.65
  801691544         0.00    05/01/1999   04/01/2019    238.00   06/01/99     85.0     12.000         374.37
  801691890         0.00    03/23/1999   02/23/2014    176.78   06/23/99     90.0     11.950       1,198.98
  801691924         0.00    04/15/1999   03/15/2029    357.44   06/15/99     85.0     11.400         434.34
  801692054         0.00    04/22/1999   03/22/2029    357.67   05/22/99     80.0     13.350         689.24
  801692153         0.00    04/25/1999   03/25/2029    357.76   05/25/99     80.0      8.250         480.81
  801692252         0.00    05/12/1999   04/12/2014    178.36   07/12/99     60.8     10.000         300.89
  801692260         0.00    04/19/1999   03/19/2014    177.57   06/19/99     80.9     12.550         215.30
  801692278         0.00    06/01/1999   05/01/2014    179.00   07/01/99     89.9     10.900         114.25
  801692757         0.00    04/23/1999   03/23/2014    177.70   05/23/99     85.0     11.000         387.74
  801692989         0.00    05/12/1999   04/12/2029    358.36   06/12/99     80.0      9.250         217.19
  801693003         0.00    05/05/1999   04/05/2009    118.13   06/05/99     31.5     11.100         230.99
  801693060         0.00    04/16/1999   03/16/2014    177.47   06/16/99     79.7     11.050         296.33
  801693219         0.00    05/01/1999   04/01/2029    358.00   07/01/99     69.2     10.250         322.60
  801693235         0.00    04/22/1999   03/22/2014    177.67   05/22/99     64.1     11.500         742.72
  801693250         0.00    04/26/1999   03/26/2024    297.80   05/26/99     85.0     10.900         330.78
  801693342         0.00    06/04/1999   05/04/2029    359.08   06/04/99     75.0     12.850         779.82
  801693367         0.00    05/01/1999   04/01/2019    238.00   06/01/99     85.0      8.500         516.35
  801693631         0.00    06/01/1999   05/01/2014    179.00   07/01/99     65.2     10.300         382.57
  801693649         0.00    05/05/1999   04/05/2014    178.13   06/05/99     84.0      9.650       1,303.28
  801693714         0.00    05/01/1999   04/01/2014    178.00   06/01/99     90.0      9.650         689.97
  801693805         0.00    04/26/1999   03/26/2014    177.80   05/26/99     90.0     11.250         716.79
  801693946         0.00    06/14/1999   05/14/2029    359.41   06/14/99     80.0     12.100         704.70
  801694001         0.00    04/16/1999   03/16/2029    357.47   05/16/99     85.0     11.250         598.54
  801694084         0.00    05/01/1999   04/01/2014    178.00   06/01/99     76.9      8.650         397.42
  801694167         0.00    05/05/1999   04/05/2014    178.13   07/05/99     89.1     11.000         267.10
  801694423         0.00    06/01/1999   05/01/2019    239.00   07/01/99     69.8     12.100         568.96
  801694530         0.00    05/01/1999   04/01/2014    178.00   06/01/99     89.8     10.900       1,226.85
  801694555         0.00    07/01/1999   06/01/2014    180.00   07/01/99     85.9     10.400         274.80
  801694605         0.00    05/09/1999   04/09/2014    178.26   06/09/99     89.9     10.400         815.64
  801694753         0.00    05/01/1999   04/01/2014    178.00   06/01/99     80.0     12.650       1,381.00
  801694944         0.00    05/20/1999   04/20/2014    178.62   06/20/99     72.9     10.000         552.87
  801694993         0.00    04/26/1999   03/26/2014    177.80   05/26/99     90.0     10.900         119.81
  801695073         0.00    05/19/1999   04/19/2014    178.59   06/19/99     40.5     11.750         625.83
  801695206         0.00    05/01/1999   04/01/2014    178.00   06/01/99     80.0     12.250         252.99
  801695255         0.00    05/01/1999   04/01/2014    178.00   07/01/99     85.0     10.150         368.49
  801695503         0.00    05/01/1999   04/01/2019    238.00   06/01/99     84.9     12.850         518.92
  801695636         0.00    05/01/1999   04/01/2019    238.00   06/01/99     85.0     11.880         362.24
  801695651         0.00    06/01/1999   05/01/2014    179.00   07/01/99     70.0     11.350       1,336.15
  801695669         0.00    05/05/1999   04/05/2014    178.13   06/05/99     78.2     11.850         284.78
  801695842         0.00    04/19/1999   03/19/2029    357.57   05/19/99     80.0      9.900         320.23
  801696063         0.00    05/01/1999   04/01/2014    178.00   06/01/99     61.5     11.950       1,009.39
  801696105         0.00    04/26/1999   03/26/2014    177.80   05/26/99     85.6     11.800       1,778.24
  801696139         0.00    06/03/1999   05/03/2014    179.05   06/03/99     84.8     10.650         434.74
  801696238         0.00    04/24/1999   03/24/2029    357.73   06/24/99     85.0     10.800         677.16


ALLIANCE FUNDING                                            Sale Schedule - Group 1
A division of Superior Bank FSB         1999-2 Initial Pool of Fixed Rate Mortgages - Settlement 6/24/99             Page 18 6/30/99

                                                                                                           Principal   Cut-off Date
                                                                                                     Zip   Balance at    Principal
Pool ID   Inv   Account      Name                     Address                      City       State Code  Origination     Balance
------------------------------------------------------------------------------------------------------------------------------------

  242-01  915   801696428 HYSAW JAMES R            6033 EAST FAIRFIELD STREET   MESA            AZ  85205    26,550.00     26,550.00
  242-01  915   801696519 BAILEY GREG L            139 LAKE STREET              POMONA PARK     FL  32181    41,400.00     41,069.49
  242-01  915   801696709 TRAN JOLYNNE N           23 BENAVENTE DRIVE           IRVINE          CA  92606   130,000.00    130,000.00
  242-01  915   801696766 ROSE RICHARD             30 WOODRUFF COURT            NEW BRITAIN     CT  06053    33,600.00     33,391.90
  242-01  915   801697111 MCCULLOUGH SHIRLEY       15909 SARATOGA               DETROIT         MI  48205    52,000.00     51,963.82
  242-01  915   801697178 CUNNIGHAM RONALD D       6011 ISGRIGG PLACE           PEKIN           IN  47165    17,462.00     17,462.00
  242-01  915   801697392 MARTINDALE CRAIG R       5694 WEST 4360 SOUTH         WEST VALLEY     UT  84128    17,000.00     17,000.00
  242-01  915   801697525 CUNNINGHAM ALBERTA       143 N JAMES RD               COLUMBUS        OH  43213    61,600.00     61,600.00
  242-01  915   801697608 YOUNG NELLIE C           3265 ROYAL OAK DRIVE SOUTH   MULBERRY        FL  33680    39,000.00     39,000.00
  242-01  915   801697657 LACY DANNY               5011 32ND STREET EAST        BRADENTON       FL  34203   101,248.00    101,142.15
  242-01  915   801697913 ISBELL E SCOTT           45400 SOUTHEAST 140TH ST     NORTH BEND      WA  98045    76,950.00     76,950.00
  242-01  915   801697921 GRINSTEAD DENNIS E.      309 HANNA STREET             GASTONIA        NC  28052    69,750.00     69,750.00
  242-01  915   801698077 STEELE BER RONICA A      354 NORTH TENTH ST           NEWARK          OH  43055    58,400.00     58,286.05
  242-01  915   801698283 DALEY THOMAS H           112 GWYNEDD LEA DRIVE        NORTH WALES     PA  19454    54,000.00     53,994.66
  242-01  915   801698291 INMAN WILLIAM A          53251 COUNTY ROAD LL 56      VILLA GROVE     CO  81155    51,000.00     50,918.21
  242-01  915   801698309 ALSTOTT GENA             8305 EAST GARRISON HOLLOW    SALEM           IN  47167    55,200.00     54,965.01
  242-01  915   801698424 SNYDER DENNIS P          903 EAST SUNBURY STREET      SHAMOKIN        PA  17872    25,500.00     25,374.99
  242-01  915   801698689 THOMPSON CHARLES JR      321 WEST 14TH AVENUE         HOMESTEAD       PA  15120    13,600.00     13,600.00
  242-01  915   801698879 FEATHERBAY PHILLIP B SR  303 MAIN STREET              HURLEYVILLE     NY  12747    79,050.00     78,939.64
  242-01  915   801698911 CAMPBELL MARSHALL        1807 COMMERCE DRIVE          DILLON          SC  29536    60,900.00     60,818.84
  242-01  915   801699000 MITCHELL CHARLES P       108 REID                     WALTERBORO      SC  29488    74,662.00     74,662.00
  242-01  915   801699109 FURLAN SCOTT             16351 12B ROAD               PLYMOUTH        IN  46563    20,000.00     20,000.00
  242-01  915   801699141 MARTIN KATHLEEN F        834 TUCKER STREET            BURLINGTON      NC  27215    54,000.00     54,000.00
  242-01  915   801699174 STEVENSON HERBERT C      2741 BURLINGTON AVE NORTH    SAINT PETER     FL  33713    40,000.00     40,000.00
  242-01  915   801699281 DONAHUE RANDY            9223 BAYWOOD CIRCLE          MYRTLE BEAC     SC  29575    31,600.00     31,600.00
  242-01  915   801699372 PATTON FRANCES G         23818 SOUTHWEST 15TH AVE     NEWBERRY        FL  32669    44,000.00     43,810.91
  242-01  915   801699620 TURNER BEN ARTHUR        406 WEST 19TH STREET         JACKSONVILL     FL  32206    19,500.00     19,500.00
  242-01  915   801699711 SCAVONE JOE J            2011 LEHIGH WAY SOUTHEAST    ALBANY          OR  97321    12,500.00     12,392.17
  242-01  915   801699745 GULLEY TANYA Y.          14191 FORRER                 DETROIT         MI  48227    65,000.00     65,000.00
  242-01  915   801700048 CHEEK JACQUELINE A       116 SUMMERFIELD DRIVE        HENDERSON       NC  27536    83,250.00     83,250.00
  242-01  915   801700253 GARMAN JEFFREY N         109 GARMAN ROAD              SUNDANCE        WY  82729    11,400.00     11,376.68
  242-01  915   801700311 GEBROSKY WALTER L        RD 4 BOX 158K                GREENSBURG      PA  15601   213,600.00    213,600.00
  242-01  915   801700337 RIFUGIATO SALLY A        4349 LUDWICK STREET          PITTSBURGH      PA  15217    24,800.00     24,797.35
  242-01  915   801700402 MURPHY CHRISTINE A       295 REDSTONE HILL ROAD 4A    BRISTOL         CT  06010    32,725.00     32,676.97
  242-01  915   801700444 DUNCAN CHARLES CALVIN JR 1682 MONTERY ROAD            ROANOKE         VA  24019    61,000.00     61,000.00
  242-01  915   801700741 TERRY MICHAEL            1207 WHISPER DRIVE           LARGO           FL  33770    70,500.00     69,624.43
  242-01  915   801700857 WILLINGHAM ROBERT LEE    15206 NORTHWEST 134TH        ALACHUA         FL  32616    22,900.00     22,758.28
  242-01  915   801700964 SIMMONS MILTON B         10933 HULL AVE               CLEVELAND       OH  44106    59,200.00     59,200.00
  242-01  915   801701061 PRICE TODD               1909 NORTH DEQUINCY STREET   INDIANAPOLI     IN  46218    52,700.00     52,700.00
  242-01  915   801701178 BOND BRUCE E             219 VERBEKE STREET           HARRISBURG      PA  17102    30,975.00     30,975.00
  242-01  915   801701251 TABUTEAU LOUIS FELD      428 OTTER CREEK DR           KISSIMMEE       FL  34743    17,650.00     17,650.00
  242-01  915   801701509 MARSHALL WILLIAM         270 PARKLAND DR              ROCHESTER H     MI  48307    74,900.00     74,900.00
  242-01  915   801701541 CIQUERA LORI R           12299 NORTH GOLDIE POINT     DUNNELLON       FL  34433    34,300.00     34,300.00
  242-01  915   801701830 DECKMAN CHARLES          321 PARRISH STREET           BALTIMORE       MD  21223    24,750.00     24,723.18
  242-01  915   801701996 BELL LILLIAN G           2601 APOPKA BLVD SOUTH       APOPKA          FL  32703    26,000.00     25,884.71
  242-01  915   801702051 GRACE IRENE              6912 PENNSLYVANIA ST         CLEVELAND       OH  44103    40,000.00     40,000.00
  242-01  915   801702176 SLOVER FLORENCE          247 NORTH FOURTH STREET      MIDDLEPORT      OH  45760    32,000.00     32,000.00
  242-01  915   801702283 GREEN ROBBIE J           3807 SOUTH FRUITLOOP CIRCL   KISSIMMEE       FL  34741    22,900.00     22,817.76
  242-01  915   801702358 HUGHES CHRIS K           1845 SOUTHEAST GREEN ROAD    DEARING         GA  30808    34,500.00     34,365.76
  242-01  915   801702606 WILLIAMS JAMILYA C       3005 O7 N 21ST STREET        MILWAUKEE       WI  53209    22,500.00     22,500.00
  242-01  915   801702689 NELSON GODFREY           386 NORTH MOUNTAIN ROAD      COPAKE FALL     NY  12517    42,000.00     42,000.00
  242-01  915   801702721 MOORE BETTY J            4555 JAMES SMITH ROAD        TALLAHASSEE     FL  32308    46,150.00     46,150.00
  242-01  915   801703091 HOWARD TOMMY             9980 SOUTH HUTCHINSON ROAD   TERRE HAUTE     IN  47802    49,000.00     45,810.33
  242-01  915   801703190 HEMMINGS JACQUELINE      120 NICHOLS STREET           CLARKS SUMM     PA  18411    42,500.00     42,274.81
  242-01  915   801703448 GERVIN PAMELA A          1727 MILBURN AVENUE          TOLEDO          OH  43606    40,800.00     40,769.45
  242-01  915   801703596 UPTON ALBERT J           637 ZANESVILLE AVE           LOGAN           OH  43138    34,650.00     34,601.31
  242-01  915   801703679 EBDING MARIALENA         31019 SCRUB OAK LANE         EUSTIS          FL  32726    36,000.00     36,000.00
  242-01  915   801703836 LALL RIPUJEET            8608 STEVENSON ROAD          STEVENSON       MD  21153   124,000.00    124,000.00
  242-01  915   801704008 DITTRICH BRIAN W         857 SOUTH 75TH STREET        MESA            AZ  85208    73,950.00     73,726.50
  242-01  915   801704032 GIBSON DONALD J          133 35 AVON PARKWAY          DANVILLE        IN  46122   100,000.00     99,808.66
  242-01  915   801704057 KILMER STANLEY           35 HUDSON STREET             HUDSON          NY  12534    70,000.00     70,000.00

             Cut-off Date     First                                       Original   Current     Scheduled
              Companion      Payment      Maturity      Rem       Date       LTV     Mortgage     Payment
  Account     Loan Bal.       Date          Date       Term       Due       Ratio      Rate     Int & Prin
------------------------------------------------------------------------------------------------------------

  801696428         0.00    06/01/1999   05/01/2009    119.00   06/01/99     89.9     10.900         364.22
  801696519         0.00    05/16/1999   04/16/2014    178.49   07/16/99     90.0     11.750         417.90
  801696709         0.00    06/01/1999   05/01/2019    239.00   06/01/99     75.8      9.750       1,233.07
  801696766         0.00    05/01/1999   04/01/2014    178.00   07/01/99     80.0     10.950         380.85
  801697111         0.00    05/01/1999   04/01/2029    358.00   07/01/99     74.2     10.800         487.37
  801697178         0.00    05/26/1999   04/26/2019    238.82   06/26/99     79.9     13.600         212.09
  801697392         0.00    05/01/1999   04/01/2014    178.00   06/01/99     79.2     13.600         196.06
  801697525         0.00    05/06/1999   04/06/2029    358.16   06/06/99     80.0     13.350         698.31
  801697608         0.00    06/01/1999   05/01/2019    239.00   06/01/99     75.0     14.700         504.92
  801697657         0.00    05/01/1999   04/01/2009    118.00   06/01/99     80.9     12.990       1,511.14
  801697913         0.00    05/01/1999   04/01/2014    178.00   06/01/99     84.9     11.600         767.91
  801697921         0.00    06/03/1999   05/03/2014    179.05   06/03/99     75.0      9.250         573.82
  801698077         0.00    05/12/1999   04/12/2014    178.36   06/12/99     80.0     13.100         742.75
  801698283         0.00    04/26/1999   03/26/2014    177.80   05/26/99     89.8     10.900         610.38
  801698291         0.00    05/01/1999   04/01/2014    178.00   06/01/99     57.2     10.350         559.02
  801698309         0.00    05/20/1999   04/20/2029    358.62   06/20/99     80.0     10.500         504.94
  801698424         0.00    05/20/1999   04/20/2029    358.62   06/20/99     85.0     11.750         257.40
  801698689         0.00    06/13/1999   05/13/2029    359.38   06/13/99     79.7     10.650         125.93
  8016988