CONSENT AGREEMENT
THIS CONSENT AGREEMENT (this "Agreement"), dated as of July 14, 2000,
by and among FIRST ALLIANCE mORTGAGE COMPANY, a corporation formed under the
laws of California, as debtor-in-possession ("First Alliance"), Xxxxx Fargo Bank
Minnesota, National Association (formerly known as Norwest Bank Minnesota,
National Association), in its capacity as trustee for the Xxxxx Fargo
Transactions, as defined below and also in its various capacities as master
servicer, oversight agent, and custodian, as applicable, for certain other
Transactions as defined below (acting in any and all such capacities, "Xxxxx
Fargo"), The Chase Manhattan Bank, in its capacity as trustee for the Chase
Transactions, as defined below and also in its various capacities as master
servicer and oversight agent, as applicable, for certain other Transactions as
defined below (acting in any and all such capacities, "Chase"), and THE BANK OF
NEW YORK, solely in its capacity as trustee for the BONY Transactions, as
defined below ("BONY"), MBIA Insurance Corporation ("MBIA"), and OCWEN FEDERAL
BANK FSB, a federally chartered savings bank (the "Purchaser"), recites and
provides as follows:
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Xxxxx Fargo serves as trustee with respect to each of the
following five series of First Alliance Mortgage Company, First Alliance
Mortgage Loan Trust, Mortgage Loan Asset-Backed Certificates securitization
transactions (the "Xxxxx Fargo Transactions"): Series 1998-3, Series 1998-4,
Series 1999-1, Series 1999-2 and Series 1999-3;
WHEREAS, Chase serves as trustee with respect to each of the following
sixteen series of First Alliance Mortgage Company, First Alliance Mortgage Loan
Trust, Mortgage Loan Asset-Backed Certificates securitization transactions (the
"Chase Transactions"): Series 1993-1, Series 1993-2, Series 1994-1, Series
1994-2, Series 1994-3, Series 1994-4, Series 1995-2, Series 1996-1, Series
1996-2, Series 1996-4, Series 1997-1, Series 1997-2, Series 1997-3, Series
1998-1A, Series 1998-1F and Series 1999-4;
WHEREAS, BONY serves as trustee, with respect to each of the following
two series of First Alliance Mortgage Company, First Alliance Mortgage Loan
Trust, Mortgage Loan Asset-Backed Certificates securitization transactions (the
"BONY Transactions"): Series 1996-3 and Series 1997-4;
WHEREAS, MBIA acts as certificate insurer with respect to all
twenty-three series of the Xxxxx Fargo Transactions, the Chase Transactions and
the BONY Transactions (collectively, the "Transactions"). With respect to each
Transaction, the applicable trustee, either Xxxxx Fargo, Chase or BONY, is
referred to herein as the "Trustee," and collectively as the "Trustees," which
terms as applied to Xxxxx Fargo and Chase includes Xxxxx Fargo and Chase,
respectively, in all of their respective capacities as trustee, master servicer,
oversight agent and custodian, as applicable;
WHEREAS, the trust related to each of the Transactions (each, a
"Trust") has been established pursuant to the terms of a Pooling and Servicing
Agreement or an Indenture and is serviced pursuant to an agreement identified on
SCHEDULE 1 hereto (collectively, the "Pooling and Servicing Agreements");
WHEREAS, First Alliance has also entered into various Insurance
Agreements, Indemnification Agreements and other documents with respect to each
of the Transactions as also identified on SCHEDULE 1 hereto (collectively, the
"Documents");
WHEREAS, First Alliance commenced a case under Chapter 11 of the United
States Bankruptcy Code (the "Bankruptcy Code") on March 23, 2000 (the "Chapter
11 Case") in the United States Bankruptcy Court for the Central District of
California (the "Bankruptcy Court");
WHEREAS, First Alliance has proposed entering into a Servicing Rights
Purchase Agreement (the "Purchase Agreement") with Purchaser for the sale and
conveyance of servicing rights and the assumption of servicing responsibilities
with respect to the Transactions, and certain other transactions, to the
Purchaser pursuant to Section 363 (b) of the Bankruptcy Code that will provide
for the assumption of the Pooling and Servicing Agreements under Section 365 (b)
of the Bankruptcy Code by First Alliance and the assignment of the servicing
rights under the Pooling and Servicing Agreements to the Purchaser pursuant to
Section 365 (f) of the Bankruptcy Code (such assumption and assignment, the
"Acquisition");
WHEREAS, the (1) Purchaser has required the consent of MBIA and the
Trustees to the assumption of the Pooling and Servicing Agreements by First
Alliance, the assignment to and assumption of servicing rights by the Purchaser,
the execution of the Purchase Agreement and the Acquisition and (2) MBIA and the
Trustees believe that such consents are a condition to the foregoing in any
event;
WHEREAS, the Trustees and MBIA assert that First Alliance has failed to
repurchase certain Mortgage Loans owned by the Trusts as to which various
alleged breaches of representations or warranties materially and adversely
affecting the value of such mortgage loans have occurred and have not been cured
(collectively, the "Breaches"), and the Trustees and MBIA further assert that
First Alliance has the obligation under Section 365 (b) of the Bankruptcy Code
to cure such defaults by repurchasing the related Mortgage Loans in accordance
with certain of the Pooling and Servicing Agreements contemporaneously with the
assumption of those Pooling and Servicing Agreements;
WHEREAS, MBIA and the Trustees assert certain rights and remedies
against First Alliance in respect of various defaults under the terms of certain
of the Documents and various rights of consent to the appointment of any
servicer;
WHEREAS, First Alliance believes that it may have claims against MBIA,
the Trusts and the Trustees, which alleged claims MBIA and the Trustees dispute;
WHEREAS, in the event that this Agreement is not approved by the
Bankruptcy Court, nothing contained herein shall constitute or be construed as
an admission of liability or be used for any purpose; and
WHEREAS, the Parties hereto have agreed to resolve certain issues
arising from the proposed assumption of the Pooling and Servicing Agreements
upon the terms and conditions set forth herein;
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NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto hereby agree as follows:
1. DEFINITIONS. Except as otherwise expressly provided herein or unless
the context otherwise requires, capitalized terms used and not otherwise defined
herein shall have the meanings assigned to them in the Pooling and Servicing
Agreements. In addition, the following terms shall have the following
definitions:
(a) "ACQUISITION ORDER" shall mean the order or orders, if
more than one, of the Bankruptcy Court approving the Acquisition and
the settlement contained in this Agreement.
(b) "CLOSING DATE" shall mean the date on which the
Acquisition is closed.
(c) "CONFIRMATION ORDER" shall mean the order of the
Bankruptcy Court confirming a plan of reorganization or liquidation of
First Alliance (or a plan of First Alliance proposed by any other
party), dismissing First Alliance's bankruptcy case or converting First
Alliance's bankruptcy case to any other chapter of the Bankruptcy Code.
(d) "CONFIRMATION HEARING" shall mean the hearing with respect
to the Confirmation Order.
(e) "FINAL ORDER" shall mean an order or judgment entered by a
court of competent jurisdiction, including without limitation the
Bankruptcy Court, that (i) is effective, (ii) has not been reversed,
stayed, modified or amended, (iii) is not the subject of a pending
appeal or motion for review or reconsideration, (iv) has not been and
may no longer be appealed from or otherwise reviewed or reconsidered,
and (v) is final and non-appealable in accordance with applicable law,
including without limitation Rule 8002 of the Federal Rules of
Bankruptcy Procedure.
(f) "EXCESS LOSS" shall mean, with respect to a Trust, any
loss, whenever incurred, that would be allocated, in accordance with
the applicable Pooling and Servicing Agreement, to any of the Class A
Certificates or Notes related to such Trust absent any payment under
any Certificate Insurance Policy, which is to say the amount of any
loss incurred by a Trust in excess of the amount of available credit
support for the related Class A Certificates or Notes (including credit
support represented by any related Residual Interests excess cashflow
or overcollateralization, but excluding payments and rights to payment
under any Certificate Insurance Policy).
(g) "RESIDUAL INTERESTS" shall mean, with respect to a Trust,
any Class R Certificates, uninsured interest-only securities or any and
all other economic interests in the Trust that are uninsured and are
subordinated in right of payment to the related Class A Certificates or
Notes.
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2. CURING OF EXCEPTIONS; REPURCHASE OF LOANS AS ADMINISTRATIVE CLAIM.
(a) CURING OF EXCEPTION MORTGAGE LOANS. Certain of the
Breaches arise from deficiencies in the contents of the related
Mortgage Files from the requirements of the Pooling and Servicing
Agreements with respect to the items to be contained therein (the
"Exception Loans"). First Alliance, directly or through the Purchaser,
shall cause all such deficiencies to be cured and no Exception Loans to
continue to exist on or before the Confirmation Hearing.
(b) REPURCHASE OBLIGATIONS. In the event that notwithstanding
Section 2 (a) above, there continue to exist ten (10) days prior to the
Confirmation Hearing, any Exception Loans, First Alliance agrees to
repurchase each Exception Loan which continues to be an Exception Loan
in the reasonable judgment of the applicable Trustee or MBIA on or
before such date. First Alliance shall notify the Trustees and MBIA of
the date proposed for the Confirmation Hearing at least forty five (45)
business days prior to such proposed date and the Trustees and MBIA
shall notify First Alliance of the remaining Exception Loans at least
fifteen (15) business days prior to such proposed date. First Alliance
shall repurchase all such Exception Loans ten (10) days prior to the
Confirmation Hearing, without any further process before the Bankruptcy
Court. Such repurchase shall be effected in accordance with the terms
of the applicable Pooling and Servicing Agreement and other Documents
by payment to each related Trust of the full amount of the purchase
price (as defined by the applicable Pooling and Servicing Agreement or
other document related to the Trust) in immediately available funds for
each related Exception Loan.
(c) ADMINISTRATIVE CLAIM. The obligation of First Alliance set
forth in Section 2 (b) above, to the extent any Exception Loan
deficiency is not cured or such Exception Loan has not been
repurchased, shall constitute an allowed administrative claim under
Section 503 (b) of the Bankruptcy Code in favor of MBIA and each
Trustee respecting each applicable Trust, without the necessity of any
request therefor under Section 503 (a) of the Bankruptcy Code.
(d) FUNDING FROM ESCROW ACCOUNTS. In the event that
notwithstanding Section 2 (b) and Section 2 (c) above, there continue
to exist after the Confirmation Order is entered, any Exception Loans,
the applicable Trustee may use funds in the Escrow Account for which it
is the Controlling Party (as defined below) to cure or otherwise deal
with such Exception Loans as provided herein, including without
limitation the payment of any Excess Loss.
3. ESTABLISHMENT AND USE OF ESCROW ACCOUNTS.
(a) FUNDING OF ESCROW ACCOUNTS BY FIRST ALLIANCE. First
Alliance agrees, on or before the Closing Date, to establish and fund
the following escrow accounts (the "Escrow Accounts") for the
respective benefit of MBIA, and the respective Trusts and the Trustees
and, to the limited extent provided herein, First Alliance as
debtor-in-possession. The amount of one million dollars shall be
deposited into an escrow account for the benefit of MBIA (the "MBIA
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Escrow Account"). The amount of one million dollars shall be deposited
into an escrow account for the benefit of the Trusts for the Xxxxx
Fargo Transactions, Xxxxx Fargo and MBIA (the "Xxxxx Fargo Escrow
Account"). The amount of nine hundred thousand dollars shall be
deposited into an escrow account for the benefit of the Trusts for the
Chase Transactions, Chase and MBIA (the "Chase Escrow Account"). The
amount of up to four hundred thousand dollars shall be deposited into
an escrow account for the benefit of the Trusts for the BONY
Transactions, BONY and MBIA (the "BONY Escrow Account").
(b) USE OF ESCROW ACCOUNTS. Subject to subsection (c) below,
the amounts on deposit in the Escrow Accounts may be used (i) to pay on
behalf of MBIA, or to reimburse MBIA for, any amounts which are
required to be paid by MBIA as claims, and not otherwise reimbursed,
under the Certificate Insurance Policies issued in connection with any
or all of the Transactions, (ii) to pay or reimburse MBIA or the
Trustees for any other claims that MBIA or any Trustee may have against
First Alliance or any entity affiliated with First Alliance under a
Pooling and Servicing Agreement or any Documents or other documents
related to the Trusts, or amounts owing or which would otherwise have
been owing thereunder, (iii) to cure any Exception Loan after the
Confirmation Order as provided in Section 2 (d) hereof, (iv) to pay to
Chase the sum of one hundred and fifty thousand dollars ($150,000) from
the Chase Escrow Account in satisfaction of all cure amounts due in
connection with the Acquisition, and (v) to pay or reimburse MBIA or
the Trustees for costs or expenses incurred by any of them with respect
to any of the Transactions or this Agreement, including without
limitation the fees and expenses of counsel to MBIA and counsel to each
of the Trustees.
(c) WITHDRAWALS FROM ESCROW ACCOUNTS. MBIA shall have the sole
authority to make withdrawals from the MBIA Escrow Account. Xxxxx Fargo
shall have the sole authority to make withdrawals from the Xxxxx Fargo
Escrow Account. Chase shall have the sole authority to make withdrawals
from the Chase Escrow Account. BONY shall have the sole authority to
make withdrawals from the BONY Escrow Account. MBIA, Xxxxx Fargo, Chase
and BONY are referred to herein as the "Controlling Party" with respect
to the MBIA Escrow Account, the Xxxxx Fargo Escrow Account, the Chase
Escrow Account and the BONY Escrow Account, respectively. Any
Controlling Party may withdraw from its escrow account to pay or
reimburse an amount properly owing to it hereunder or under any Pooling
and Servicing Agreement or other Documents. In addition, any
Controlling Party may in its sole and absolute discretion permit the
withdrawal from its escrow account to pay or reimburse an amount
properly owing hereunder to any other Controlling Party. Withdrawals
may be made with five (5) business days prior notice to (1) First
Alliance or its designee and (2) at the option of First Alliance or its
designee, its counsel as set forth in prior written notices from First
Alliance or its designee to MBIA and the Trustees received at least ten
(10) business days before the sending of the notice of withdrawal.
(d) INVESTMENT OF ESCROW ACCOUNTS. The Escrow Accounts shall
be separate interest bearing trust accounts held in the name of the
respective Controlling Party and First Alliance as
debtor-in-possession, at the Controlling Party or a financial
institution specified by such Controlling Party and shall be held in
trust by such Controlling Party or other financial institution for the
respective benefit of MBIA, the Trusts and the Trustees and, to the
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extent provided herein, First Alliance as debtor-in-possession. Amounts
on deposit in the Escrow Accounts may be invested at the direction of
the Controlling Party. Earnings on amounts on deposit in the Escrow
Accounts shall be retained in the respective Escrow Account until
withdrawn pursuant to this Agreement.
(e) LIQUIDATION OF ESCROW ACCOUNTS. On or before August 1,
2002 and annually thereafter each Controlling Party shall assess
whether in its sole judgement any amount remaining in its Escrow
Account may be required in the future to satisfy any use authorized in
this Agreement by it or any other Controlling Party. Any amounts in
excess of such anticipated future use shall be returned to, or at the
previous direction of, First Alliance or pursuant to its plan of
reorganization or liquidation. In any event, upon the termination of
this Agreement pursuant to Section 18 hereof, any amount remaining in
any of the Escrow Accounts shall be returned to, or at the previous
direction of, First Alliance or pursuant to its plan of reorganization
or liquidation.
(f) SECURITY INTEREST IN ESCROW ACCOUNTS. First Alliance
hereby conveys, assigns, grants, transfers, pledges, sets over and
confirms to, and grants a security interest to MBIA, the Trusts and the
Trustees, for the benefit of MBIA, the Trusts and the Trustees, in the
Escrow Accounts and all amounts deposited or credited to the Escrow
Accounts from time to time, all investments made with amounts on
deposit therein, all earnings and distributions thereon and the
proceeds thereof to secure payment of the claims and other amounts set
forth in, and the performance of, this Agreement; provided, however,
that as between the Controlling Parties, the security interest in favor
of each Controlling Party is subject to Section 3 (c) of this
Agreement.
4. ASSIGNMENT AND ASSUMPTION OF SERVICING; CONDITIONAL AGREEMENT TO
EXTEND SERVICING TERM.
(a) EXECUTION OF SERVICING RIGHTS PURCHASE AGREEMENT;
SERVICING BY PURCHASER. First Alliance and the Purchaser shall enter
into the Servicing Rights Purchase Agreement in the form attached
hereto as Exhibit B. The Purchaser shall assume all responsibilities as
servicer with respect to all of the Transactions as set forth in the
Pooling and Servicing Agreements, except as may be specifically
provided in the Servicing Rights Purchase Agreement. All servicing
under the Pooling and Servicing Agreements shall be subject to the
provisions of this Agreement.
(b) EXTENSION OF SERVICING TERMS OF PURCHASER AS SERVICER.
Each of the Parties acknowledges and agrees that with respect to all of
the Transactions except the Series 1993-1, the Series 1993-2, the
Series 1994-1, the Series 1994-2, the Series 1994-3, the Series 1994-4,
the Series 1995-2 and the Series 1996-1 Transactions (the "Non-term
Transactions") the servicing term of the Purchaser as servicer is for a
period of two months, subject to extension of such servicing term as
provided in the Pooling and Servicing Agreements, as amended. First
Alliance and the Purchaser hereby agree with MBIA and the Trustees to
treat all of the Transactions, including the Non-term Transactions, as
having a servicing term for the Purchaser as servicer of two months on
the same terms and conditions respecting the term of the respective
Pooling and Servicing Agreements as set forth in the Pooling and
Servicing Agreements with respect to the Transactions that are not
Non-term Transactions.
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The Trustees and MBIA hereby agree, upon the satisfaction of
all Conditions Precedent under Section 7 of this Consent Agreement, to
continue to extend the servicing term of the Purchaser as servicer with
respect to all Transactions, and to forbear from exercising any rights
to remove the Purchaser as servicer with respect to the Transactions
based solely upon a servicer termination event that is a
collateral-based performance trigger under the Pooling and Servicing
Agreements, for so long as the following conditions are met:
(i) the Purchaser is appointed and performing as
provided in this Agreement, on or before August 15, 2000;
(ii) The Purchaser is in compliance with all other
terms and conditions of the Pooling and Servicing Agreements
as assumed pursuant to the Servicing Rights Purchase Agreement
and all terms and conditions of this Consent Agreement;
(iii) the Purchaser meets the following financial
covenants: (A) The Purchaser maintains at least "well
capitalized" status at all times, as defined by its banking
regulators, and is in good standing with all of its regulators
including the Office of Thrift Supervision, the Federal
Deposit Insurance Corporation, the Office of Controller of the
Currency and the Federal Reserve Bank; (B) The Purchaser
agrees to notify MBIA of the entry of any consent or cease and
desist order or similar order or directive issued against the
Purchaser by any regulator of the Purchaser; and (C) the
Purchaser agrees to notify MBIA of any material adverse change
in the operations or finances of the Purchaser;
(iv) on and after the Closing Date, the Purchaser
meets certain resource and procedural criteria selected by
MBIA in its sole and absolute discretion, from the resource
and procedural standards contained in the Purchaser's current
servicing manual and attached to this Agreement, as Exhibit A;
provided, however, that the Trustees and MBIA agree that the Purchaser
shall be entitled to a period of 30 days following any failure by the
Purchaser to meet the conditions contained in subsections (iii) or (iv)
above to cure such breach. Without limiting the following sentence, the
parties agree that time is of the essence in any transition to a
successor servicer, and shall cooperate with each other if the breach
is to be cured through the replacement of the servicer.
(c) ENFORCEMENT OF REMEDIES. Upon breach of or failure to
satisfy any of (i) through (iv) of Section 4 (b) above or of any other
of the conditions to the agreement to extend the servicing term and any
applicable cure period under this Agreement, (i) each of the parties
hereby agrees that MBIA no longer has the obligation to extend any
rights of Purchaser as Servicer under the Pooling and Servicing
Agreements for any of the related Transactions, including the Non-term
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Transactions, or to forbear from exercising any other rights and,
subject to any rights of certificate holders, shall have the right to
cause all authority and power of the Purchaser as Servicer under each
such Pooling and Servicing Agreement to pass to and be vested in the
applicable Master Servicer, Oversight Agent or Trustee, or other
successor servicer approved by MBIA, (ii) each of the parties (other
than the Trustees) agrees not to contest, challenge or object in any
way to MBIA's exercise at any time of any such right or remedy, and
(iii) the Purchaser agrees to resign as servicer with respect to the
Non-term Transactions at the same time as the expiration of its term as
servicer with respect to the other Transactions.
5. SATISFACTION OF TRUSTEES AND MBIA CLAIMS. Subject to and conditioned
upon the full and complete satisfaction of the Conditions Precedent specified in
Section 7, the Trustees and MBIA hereby agree that any claim of the Trustees and
MBIA against First Alliance which is based on any actions which occurred prior
to the date of this Agreement, with respect to the Pooling and Servicing
Agreements or any other transaction documents related to the Trusts, shall be
deemed satisfied so long as and conditional upon (i) MBIA, the Trusts and the
Trustees receive all amounts to be deposited in the Escrow Accounts and a valid,
first priority perfected security interest in the collateral pledged hereunder,
(ii) the representations and warranties of First Alliance and the Purchaser in
this Agreement are true and correct, and all Breaches and facts which could give
rise to claims have been disclosed to MBIA and the Trustees, (iii) neither the
Escrow Accounts nor any transfer of an amount into or out of the Escrow Accounts
is avoided or otherwise subject to any adverse decision of a court, (iv) this
Agreement is not deemed unenforceable and (v) MBIA's and the Trustees' ability
to use the amounts deposited into the Escrow Accounts in the manner contemplated
in this Agreement is not limited in any respect. Subject to the foregoing, MBIA
and the Trustees hereby consent to the assumption of the Pooling and Servicing
Agreements by First Alliance for the purpose of the simultaneous assignment to
and assumption of the servicing rights under all such Pooling and Servicing
Agreements by the Purchaser pursuant to the Servicing Rights Purchase Agreement.
The Trustees and MBIA, and their successors in interest, waive and shall be
forever estopped from asserting any claim or demand arising out of such
rejections or in any way related to the Breaches, except as expressly set forth
in this Consent Agreement.
Notwithstanding the foregoing or any other provisions of this
Agreement, Xxxxx Fargo is not releasing its claims with respect to certain
specified miscellaneous claims identified in Exhibit C hereto.
6. RELEASES OF THE TRUSTEES AND MBIA. First Alliance and its bankruptcy
estate hereby jointly and severally irrevocably and absolutely release, remise,
acquit, and discharge each of the Trustees and MBIA, their respective
affiliates, and each of their respective current and former officers, directors,
employees, attorneys, agents, consultants, shareholders, successors and assigns
from and of any and all claims, demands, causes of action, actions, liabilities,
damages, losses, expenses and costs, of any kind or nature whatsoever, absolute
or contingent, matured or unmatured, liquidated or unliquidated, now known or
subsequently discovered, that (i) arise out of or in any way relate to the
settlement set forth herein and/or the transactions contemplated hereby (other
than the performance by the Trustees and MBIA of their obligations under this
Agreement) or (ii) relate to the Pooling and Servicing Agreements or the
Documents. Each of First Alliance and the Purchaser hereby represents and
warrants that it is not currently aware of any other claims against the Trustees
or MBIA.
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Nothing contained herein shall extinguish any rights of First Alliance
or its bankruptcy estate in its capacity as owner of a residual certificate or
interest with respect to any of the Trusts.
The parties intend that none of the terms and provisions of this
Agreement alter the Certificate Insurance Policies.
7. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE TRUSTEES AND MBIA
HEREUNDER. The obligations of the Trustees and MBIA under this Agreement shall
not arise until each of the following conditions (the "Conditions Precedent") is
satisfied (or waived) to the reasonable satisfaction of the Trustees and MBIA,
as evidenced by an officer's certificate from each of the Trustees and MBIA to
such effect:
(a) The Acquisition Order approves the terms hereof, is in
form and substance acceptable to the Trustees and MBIA in their sole
and absolute discretion, and becomes a Final Order;
(b) The Purchaser and First Alliance have executed the
Servicing Rights Purchase Agreement in the form attached hereto as
Exhibit B; and
(c) The procedures for transfer of servicing of the Mortgage
Loans to the Purchaser have been presented to MBIA and MBIA has
consented to such procedures, which consent shall not unreasonably be
withheld.
8. CONTINUING REPRESENTATIONS, WARRANTIES AND COVENANTS.
(a) Notwithstanding the failure of the Purchaser to assume any
Insurance Agreement or other Document, the Purchaser hereby represents,
warrants and covenants as follows:
(i) Upon the request of MBIA, the Purchaser shall
furnish, with reasonable promptness, any financial data,
financial reports and other data relating to the Purchaser as
MBIA may reasonably request.
(ii) The Purchaser shall, upon the request of MBIA,
permit MBIA, or its authorized agent, at reasonable times and
upon reasonable notice, to inspect the books and records of
the Purchaser as they may relate to the Class A Certificates,
the Mortgage Loans and the Purchaser's obligations under the
Transaction Documents and to discuss matters relating to the
Class A Certificates, the Mortgage Loans or the Purchaser's
obligations under the Transaction Documents with an
appropriate authorized officer of the Purchaser.
(iii) The Purchaser shall promptly deliver to MBIA
any Notice of Material Event (as defined in the Insurance
Agreement).
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(iv) Except as permitted in this Agreement or the
Pooling and Servicing Agreement, the Purchaser, in its
capacity as Servicer, shall not take any action, or fail to
take any action, if such action or failure to take action will
have a material adverse effect on MBIA's ability to enforce
its rights under any of the Transaction Documents.
(b) First Alliance shall assume and assign to the Purchaser
any custodial arrangements for the Mortgage Loans and the Purchaser
shall assume all obligations of First Alliance to pay fees and costs
related to any existing custodial arrangements for the Mortgage Loans.
In either event, First Alliance shall pay all fees due and payable
before the Closing Date.
(c) First Alliance shall continue to provide to the Trustees
all release requests as required under any Pooling and Servicing
Agreement for any Mortgage Loans paid off or otherwise subject to
release through the Closing Date (and shall pay all fees associated
with such releases), assisted as required and as customary by the
Trustees.
(d) Nothing in the Confirmation Order shall be inconsistent
with this Agreement or the Acquisition Order.
9. REPRESENTATIONS AND WARRANTIES. Each of the Parties hereby
represents and warrants that each of the following statements is true and
accurate as of the date hereof:
(a) This Agreement has been duly authorized and validly
executed and delivered by such party and constitutes such party's
legal, valid and binding obligation, enforceable against such party in
accordance with its terms;
(b) Subject, in the case of First Alliance, to the authority
of the Bankruptcy Court, such party is not subject to any restriction,
agreement or law, order, writ, injunction, decree, rule or regulation
of any court, administrative agency or other governmental authority
that, with or without the giving of notice, the passage of time or
both, would prohibit, contravene, be violated by, or be inconsistent
with the execution, delivery and performance by such party of this
Agreement or the consummation of the transaction effected hereby or
contemplated herein; and
(c) There is no action, suit or proceeding pending or, to the
best of such party's knowledge and belief, threatened against such
party that questions the validity of, in any way legally impairs, or
seeks to enjoin or otherwise prevent the execution, delivery and/or
performance by such party of this Agreement or, if adversely
determined, would have a material adverse effect on such party's
ability to perform his or its, as the case may be, obligations
hereunder.
10. NO EXCESS LOSS; NO OTHER BREACHES. First Alliance hereby represents
and warrants that to its best knowledge there has not been any loss prior to the
date hereof and there will be no loss as of the Closing Date which would be
defined as an "Excess Loss" if it occurred after the Closing Date. First
Alliance hereby represents and warrants to each of the Trustees and MBIA that
First Alliance is not aware of any breach of any representation or warranty of
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First Alliance or any affiliate of First Alliance under any Pooling and
Servicing Agreement or any other Documents other than the Breaches resulting
directly from First Alliance's bankruptcy, or dealt with in this Agreement. MBIA
and the Trustees represent that they are not aware of any such additional
breaches.
11. ATTORNEYS' FEES. In the event any litigation, arbitration or other
proceeding is commenced by a party hereto against one or more of the other
parties hereto for purposes of enforcing the terms of this Agreement, the
prevailing party in such litigation, arbitration or other proceeding shall be
entitled to recover its attorneys' fees and expenses from the non-prevailing
party or parties in such litigation, arbitration or other proceeding.
12. CONSENT TO JURISDICTION. Each of the parties hereby agrees that all
actions, suits or other proceedings arising out of or relating in any way to
this Agreement may, but need not, be brought in the Bankruptcy Court. Each of
the parties hereby knowingly, voluntarily, intelligently, absolutely and
irrevocably waives and agrees not to assert in any such action, suit or
proceeding that it is not subject to the personal jurisdiction of the Bankruptcy
Court or that the action, suit or proceeding should be transferred to a
different venue under FORUM NON CONVENIENS principles or statutes embodying such
principles.
13. AMENDMENT. This Agreement may be amended from time to time by the
parties hereto pursuant to a written agreement signed by the parties hereto.
14. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND 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.
15. NOTICES. 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 registered mail, postage prepaid, addressed as follows, or such
other address as may be furnished by proper notice as described herein
(facsimile numbers are provided below for convenience of communication and not
as an alternative means of delivery of notice):
First Alliance: First Alliance Mortgage Company
00000 Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxxxx Xxxxx / Xxxx Xxxx
Facsimile No.: (000) 000-0000
Xxxxx Fargo: Xxxxx Fargo Bank Minnesota, National Association
00000 Xxxxxx Xxxx Xxxxxxx
Xxxxxxxx, Xxxxxxxx 00000-0000
Attention: Xx. Xxxxx X. XxxXxxxxx
Facsimile No.: (000) 000-0000
11
Chase: The Chase Manhattan Bank
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xx. Xxxx St. Xxxx
Facsimile No.: (000) 000-0000
BONY: The Bank of New York
000 Xxxxxxx Xxxxxx - 00 Xxxx
Xxx Xxxx, XX 00000
Attention: Trust Department
Fax No.: (000) 000-0000
MBIA: MBIA Insurance Corporation
000 Xxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xx. Xxxxxxx X. Xxxxxxxx
Facsimile No.: (000) 000-0000
Purchaser: Ocwen Federal Bank FSB
The Forum. Suite 1002
0000 Xxxx Xxxxx Xxxxx XXXX.
Xxxx Xxxx Xxxxx, Xxxxxxx 00000
Attention: Secretary
Facsimile No.: (000)- 000-0000
16. RELATIONSHIP OF PARTIES. Nothing herein contained shall be deemed
or construed to create a partnership or joint venture between the parties
hereto.
17. 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 and such
counterparts, together, shall constitute one and the same agreement.
18. TERM. The term of this Agreement shall extend until satisfaction of
all obligations of the parties hereunder and until payment in full of any and
all amounts required to be paid hereunder or under the terms of any Pooling and
Servicing Agreement. This Agreement shall be of no force or effect unless
approved by the Bankruptcy Court in a Final Order.
19. ENTIRE AGREEMENT; AMENDMENT. This Agreement constitutes the entire
agreement and understanding between the parties concerning the subject matter
hereof and supersedes and terminates all prior written and oral agreements,
proposals, promises and representations of the parties respecting the subject
matter hereof. No representation or promise hereafter made, nor any modification
or amendment of this Agreement, shall be binding upon either party, unless made
in writing and signed by the parties hereto.
12
The parties hereto agree that this Agreement shall be effective as to
them as provided herein without regard to whether BONY signs or does not sign
this Agreement. If BONY does not sign this Agreement, the other parties to this
Agreement shall have the right to treat the BONY Transactions as Transactions as
defined herein, BONY shall not be a Trustee or one of the Trustees as defined
herein and no amount shall be required to be deposited into the BONY Escrow
Account.
20. ASSIGNMENT; BINDING EFFECT. None of the parties hereto may assign
its rights hereunder or delegate its duties and obligations hereunder without
the express prior written consent of each of the Trustees and MBIA. Subject to
all terms and conditions hereof, this Agreement shall be binding upon and inure
to the benefit of the parties and their respective successors and permitted
assigns.
21. NO SEVERABILITY. The terms and provisions of this Agreement are
dependent upon the validity and enforceability of all of the terms and
provisions hereof, and no term or provision shall be severable from this
Agreement.
[Signature Page Follows]
13
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed and delivered by its duly authorized officer thereunto
as of the day and year first above written.
FIRST ALLIANCE MORTGAGE COMPANY
By: /S/ Xxxxxxxxx Xxxxx
-----------------------------
Name: Xxxxxxxxx Xxxxx
Title: President and CFO
XXXXX FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION, as
Trustee or Indenture
Trustee and, where
applicable, Master Servicer
and/or Oversight Agent
By: /S/ Xxxxx X. XxxXxxxxx
-----------------------------
Name: Xxxxx X. XxxXxxxxx
Title: Vice President
THE CHASE MANHATTAN BANK,
as Trustee or Indenture
Trustee and, where
applicable, Master
Servicer, Oversight Agent
and/or Custodian
By: /S/ Xxxx St. Xxxx
-----------------------------
Name: Xxxx St. Xxxx
Title: Vice President
THE BANK OF NEW YORK
By: /S/ Xxxx Xxxxxxx
-----------------------------
Name: Xxxx Xxxxxxx
Title: Vice President
MBIA INSURANCE CORPORATION
By: /S/ Xxxxxxxxxxx X. Xxxxxx
-----------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Senior Managing Director
OCWEN FEDERAL BANK FSB
By: /S/ Xxxxxxx Xxxxxxx
-----------------------------
Name: Xxxxxxx Xxxxxxx
Title: Vice President
14
EXHIBIT A
EXCERPTS FROM THE PURCHASER'S
CURRENT SERVICING MANUAL
SERVICING PERFORMANCE OBLIGATIONS
On and after the Closing Date, Servicer shall meet the resource and
procedural criteria below:
1. Servicer will make at least one collection call attempt per business day**
for the first 15 days of delinquency. These calls are made for all mortgage
loans that are past due between the first and 15th day of delinquency,
except for loans that are screened out from such calls for reasons
including, but not limited to: bankruptcies, interim payments in the first
30 days after transfer, loans for which the historical average payment date
is before the 15th day of delinquency for which borrowers have requested in
writing that Servicer not contact them. Once a promise to pay is obtained,
calls will cease until the promise period, not to exceed seven days, has
expired. Servicer is deemed to have satisfied this requirement if it is
achieved at least 90% of the time in a given month.
2. Servicer will make at least one collection call attempt per business day**
for loans greater than 15 days delinquent but not yet in foreclosure. These
calls are made for all mortgage loans that are delinquent more than 15
days, except for loans that are screened out from such calls for reasons
including, but not limited to: bankruptcies, loans in foreclosure and loans
for which borrowers have requested in writing that Servicer not contact
them. Once a promise to pay is obtained, calls will cease until the promise
period, not to exceed seven days, has expired. Servicer is deemed to have
satisfied this requirement if it is achieved at lest 90% of the time in a
given month.
3. Servicer will mail a late notice to all borrowers once they are 5 days past
their due date, except for the following loans that are screened out for
such written correspondence for reasons including, but not limited to:
bankruptcies, interim payments in the first 30 days after transfer and
loans for which the historical average payment date is before the 15th day
of delinquency. Servicer is deemed to have satisfied this requirement if it
is achieved at least 90% of the time in a given month.
4. Servicer will mail a letter of intent to foreclose to all borrowers on or
before the 20th day of delinquency. Servicer is deemed to have satisfied
this requirement if it is achieved at least 90% of the time in a given
month.
5. Servicer will send a demand letter via certified mail to all borrowers on
or before the 35th day of delinquency on all loans not in bankruptcy or
formal dispute. Servicer is deemed to have satisfied this requirement if it
is achieved at least 90% of the time in a given month.
6. Servicer will commence foreclosure action on all borrowers on or before the
90th day of delinquency, except for borrowers in bankruptcy, borrowers who
have filed a formal dispute and mortgage loans for which there is not
sufficient documentation in the file for commencement of foreclosure.
Servicer is deemed to have satisfied this requirement if it is achieved at
lest 90% of the time in a given month.
15
7. Servicer will specifically assign all loans in foreclosure to a qualified
Loan Resolution Consultant who will, within Accepted Servicing Practices,
work with the borrower to resolve the loan pre-foreclosure sale. Servicer
agrees to assign no more than 275 loans per Loan Resolution Consultant.*
8. Servicer will assign all REO to a qualified REO Sales Manager. Servicer
agrees to assign no more than 140 REO per REO Sales Manager.*
*SERVICER MAY REQUEST AN INCREASE TO THESE STANDARDS ON AN ANNUAL BASIS BY
DEMONSTRATING THAT TECHNOLOGY AND PROCESS IMPROVEMENTS WARRANT SUCH INCREASE AND
THAT PERFORMANCE WILL REMAIN CONSISTENT WITH THAT PRIOR YEAR. APPROVAL OF SUCH
CHANGES SHALL NOT BE UNREASONABLY WITHHELD.
**For purposes of defining Business Day, Friday will include Friday, Saturday
and Sunday.
16
SCHEDULE 1
----------
TRANSACTIONS
DOCUMENTS
INCLUDING
POOLING AND SERVICING AGREEMENTS
FIRST ALLIANCE MORTGAGE LOAN TRUST 1993-1 MORTGAGE LOAN ASSET BACKED
--------------------------------------------------------------------
CERTIFICATES, SERIES 1993-1
---------------------------
INSURANCE AGREEMENT dated as of August 1, 1993 by and among Municipal Bond
Investors Assurance Corporation, as Insurer, First Alliance Mortgage Company, as
Company and as Servicer, and Chemical Bank, as Trustee.
MORTGAGE LOAN SUBSERVICING AGREEMENT dated as of April 1, 1993 by and between
First Alliance Mortgage Company, as Principal, and Lomas Mortgage USA, Inc., as
Subservicer.
POOLING AND SERVICING AGREEMENT dated as of August 1, 1993 by and among First
Alliance Mortgage Company, as Company, First Alliance Mortgage Company, as
Servicer, Chemical Bank, as Trustee, and Chemical Bank, as Master Servicer, as
amended by the Amendment and Waiver dated April 15, 1996 among First Alliance
Mortgage Company, First Alliance Mortgage Company, as Servicer, and Chemical
Bank, as Trustee and Master Servicer, as further amended by the First Amendment
to the Pooling and Servicing Agreement dated July 16, 1997 among First Alliance
Mortgage Company, as Company, First Alliance Mortgage Company, as Servicer, and
The Chase Manhattan Bank (as successor to Chemical Bank), as Trustee and Master
Servicer, and as further amended by the Second Amendment to the Pooling and
Servicing Agreement dated February 25, 1998 among First Alliance Mortgage
Company, as Company, First Alliance Mortgage Company, as Servicer, and The Chase
Manhattan Bank (as successor to Chemical Bank), as Trustee and Master Servicer.
MASTER LOAN TRANSFER AGREEMENT dated as of August 1, 1993 by and between
Security Financial Acceptance, L.P. and First Alliance Mortgage Company, as
Affiliated Originators, and First Alliance Mortgage Company, as Company.
INDEMNIFICATION AGREEMENT dated as of August 17, 1993 by and among Municipal
Bond Investors Assurance Corporation, as Insurer, First Alliance Mortgage
Company, as Issuer, and Prudential Securities Incorporated, as Underwriter.
FIRST ALLIANCE MORTGAGE LOAN TRUST 1993-2 MORTGAGE LOAN ASSET BACKED
--------------------------------------------------------------------
CERTIFICATES, SERIES 1993-2
---------------------------
MORTGAGE LOAN SUBSERVICING AGREEMENT dated as of April 1, 1993 by and between
First Alliance Mortgage Company, as Principal, and Lomas Mortgage USA, Inc., as
Subservicer.
17
MASTER LOAN TRANSFER AGREEMENT dated as of August 1, 1993 by and between
Security Financial Acceptance, L.P. and First Alliance Mortgage Company, as
Affiliated Originators, and First Alliance Mortgage Company, as Company.
CONVEYANCE AGREEMENT dated as of November 1, 1993 by and among First Alliance
Mortgage Company, as Company, and First Alliance Mortgage Company and Security
Financial Acceptance, L.P., as Affiliated Originators, pursuant to the Master
Loan Transfer Agreement dated as of August 1, 1993 among themselves.
POOLING AND SERVICING AGREEMENT dated as of November 1, 1993 by and among First
Alliance Mortgage Company, as Company, First Alliance Mortgage Company, as
Servicer, Chemical Bank, as Trustee, and Chemical Bank, as Master Servicer, as
amended by the First Amendment to the Pooling and Servicing Agreement dated July
16, 1997 among First Alliance Mortgage Company, as Company, First Alliance
Mortgage Company, as Servicer, and The Chase Manhattan Bank (as successor to
Chemical Bank), as Trustee and Master Servicer, and as further amended by the
Second Amendment to the Pooling and Servicing Agreement dated February 25, 1998
among First Alliance Mortgage Company, as Company, First Alliance Mortgage
Company, as Servicer, and The Chase Manhattan Bank (as successor to Chemical
Bank), as Trustee and Master Servicer.
INSURANCE AGREEMENT dated as of November 1, 1993 by and among Municipal Bond
Investors Assurance Corporation, as Insurer, First Alliance Mortgage Company, as
Company and as Servicer, and Chemical Bank, as Trustee.
INDEMNIFICATION AGREEMENT dated as of November 16, 1993 by and among Municipal
Bond Investors Assurance Corporation, as Insurer, First Alliance Mortgage
Company, as Issuer, and Prudential Securities Incorporated, as Underwriter.
FIRST ALLIANCE MORTGAGE LOAN TRUST 1994-1 MORTGAGE LOAN ASSET BACKED
--------------------------------------------------------------------
CERTIFICATES, SERIES 1994-1
---------------------------
MORTGAGE LOAN SUBSERVICING AGREEMENT dated as of April 1, 1993 by and between
First Alliance Mortgage Company, as Principal, and Lomas Mortgage USA, Inc., as
Subservicer.
POOLING AND SERVICING AGREEMENT dated as of February 1, 1994 by and among First
Alliance Mortgage Company, as Company, First Alliance Mortgage Company, as
Servicer, Chemical Bank, as Trustee, and Chemical Bank, as Master Servicer, as
amended by the First Amendment to the Pooling and Servicing Agreement dated July
16, 1997 among First Alliance Mortgage Company, as Company, First Alliance
Mortgage Company, as Servicer, and The Chase Manhattan Bank (as successor to
Chemical Bank), as Trustee and Master Servicer, and as further amended by the
Second Amendment to the Pooling and Servicing Agreement dated February 25, 1998
among First Alliance Mortgage Company, as Company, First Alliance Mortgage
Company, as Servicer, and The Chase Manhattan Bank (as successor to Chemical
Bank), as Trustee and Master Servicer.
18
INSURANCE AGREEMENT dated as of February 1, 1994 by and among Municipal Bond
Investors Assurance Corporation, as Insurer, First Alliance Mortgage Company, as
Company and as Servicer, and Chemical Bank, as Trustee.
INDEMNIFICATION AGREEMENT dated as of February 14, 1994 by and among Municipal
Bond Investors Assurance Corporation, as Insurer, First Alliance Mortgage
Company, as Issuer, and Prudential Securities Incorporated, as Underwriter.
MASTER LOAN TRANSFER AGREEMENT dated as of August 1, 1993 by and between
Security Financial Acceptance, L.P. and First Alliance Mortgage Company, as
Affiliated Originators, and First Alliance Mortgage Company, as Company.
CONVEYANCE AGREEMENT dated as of February 23, 1994 by and among First Alliance
Mortgage Company, as Company, and First Alliance Mortgage Company and Security
Financial Acceptance, L.P., as Affiliated Originators, pursuant to the Master
Loan Transfer Agreement dated as of August 1, 1993 among themselves.
FIRST ALLIANCE MORTGAGE LOAN TRUST 1994-2 MORTGAGE LOAN ASSET BACKED
--------------------------------------------------------------------
CERTIFICATES, SERIES 1994-2
---------------------------
MORTGAGE LOAN SUBSERVICING AGREEMENT dated as of April 1, 1993 by and between
First Alliance Mortgage Company, as Principal, and Lomas Mortgage USA, Inc., as
Subservicer.
POOLING AND SERVICING AGREEMENT dated as of May 1, 1994 by and among First
Alliance Mortgage Company, as Company, First Alliance Mortgage Company, as
Servicer, Chemical Bank, as Trustee, and Chemical Bank, as Master Servicer, as
amended by the First Amendment to the Pooling and Servicing Agreement dated July
16, 1997 among First Alliance Mortgage Company, as Company, First Alliance
Mortgage Company, as Servicer, and The Chase Manhattan Bank (as successor to
Chemical Bank), as Trustee and Master Servicer, and as further amended by the
Second Amendment to the Pooling and Servicing Agreement dated February 25, 1998
among First Alliance Mortgage Company, as Company, First Alliance Mortgage
Company, as Servicer, and The Chase Manhattan Bank (as successor to Chemical
Bank), as Trustee and Master Servicer.
INSURANCE AGREEMENT dated as of May 1, 1994 by and among Municipal Bond
Investors Assurance Corporation, as Insurer, First Alliance Mortgage Company, as
Company and as Servicer, and Chemical Bank, as Trustee.
INDEMNIFICATION AGREEMENT dated as of May 20, 1994 by and among Municipal Bond
Investors Assurance Corporation, as Insurer, First Alliance Mortgage Company, as
Issuer, and Prudential Securities Incorporated, as Underwriter.
MASTER LOAN TRANSFER AGREEMENT dated as of August 1, 1993 by and between
Security Financial Acceptance, L.P. and First Alliance Mortgage Company, as
Affiliated Originators, and First Alliance Mortgage Company, as Company.
CONVEYANCE AGREEMENT dated as of May 25, 1994 by and among First Alliance
Mortgage Company, as Company, and First Alliance Mortgage Company and Security
Financial Acceptance, L.P., as Affiliated Originators, pursuant to the Master
Loan Transfer Agreement dated as of August 1, 1993 among themselves.
19
FIRST ALLIANCE MORTGAGE LOAN TRUST 1994-3 MORTGAGE LOAN ASSET BACKED
--------------------------------------------------------------------
CERTIFICATES, SERIES 1994-3
---------------------------
MORTGAGE LOAN SUBSERVICING AGREEMENT dated as of April 1, 1993 by and between
First Alliance Mortgage Company, as Principal, and Lomas Mortgage USA, Inc., as
Subservicer.
POOLING AND SERVICING AGREEMENT dated as of August 1, 1994 by and among First
Alliance Mortgage Company, as Company, First Alliance Mortgage Company, as
Servicer, Bankers Trust Company, as Trustee, and Bankers Trust Company, as
Master Servicer, as amended by the First Amendment to the Pooling and Servicing
Agreement dated July 16, 1997 among First Alliance Mortgage Company, as Company,
First Alliance Mortgage Company, as Servicer, and The Chase Manhattan Bank (as
successor to Bankers Trust Company of California, N.A.), as Trustee and Master
Servicer, and as further amended by the Second Amendment to the Pooling and
Servicing Agreement dated February 25, 1998 among First Alliance Mortgage
Company, as Company, First Alliance Mortgage Company, as Servicer, and The Chase
Manhattan Bank (as successor to Bankers Trust Company of California, N.A.), as
Trustee and Master Servicer.
INSURANCE AGREEMENT dated as of August 1, 1994 by and among Municipal Bond
Investors Assurance Corporation, as Insurer, First Alliance Mortgage Company, as
Company and as Servicer, and Bankers Trust Company of California, N.A., as
Trustee.
MASTER LOAN TRANSFER AGREEMENT dated as of August 1, 1993 by and between
Security Financial Acceptance, L.P. and First Alliance Mortgage Company, as
Affiliated Originators, and First Alliance Mortgage Company, as Company.
CONVEYANCE AGREEMENT dated as of August 1, 1994 by and among First Alliance
Mortgage Company, as Company, and First Alliance Mortgage Company and Security
Financial Acceptance, L.P., as Affiliated Originators, pursuant to the Master
Loan Transfer Agreement dated as of August 1, 1993 among themselves.
INDEMNIFICATION AGREEMENT dated as of August 22, 1994 by and among Municipal
Bond Investors Assurance Corporation, as Insurer, First Alliance Mortgage
Company, as Issuer, and Prudential Securities Incorporated, as Underwriter.
FIRST ALLIANCE MORTGAGE LOAN TRUST 1994-4 MORTGAGE LOAN ASSET BACKED
--------------------------------------------------------------------
CERTIFICATES, SERIES 1994-4
---------------------------
MORTGAGE LOAN SUBSERVICING AGREEMENT dated as of April 1, 1993 by and between
First Alliance Mortgage Company, as Principal, and Lomas Mortgage USA, Inc., as
Subservicer.
POOLING AND SERVICING AGREEMENT dated as of December 1, 1994 by and among First
Alliance Mortgage Company, as Company, First Alliance Mortgage Company, as
Servicer, and Bankers Trust Company of California, N.A., as Trustee, as amended
by the First Amendment to the Pooling and Servicing Agreement dated July 16,
1997 among First Alliance Mortgage Company, as Company, First Alliance Mortgage
Company, as Servicer, and The Chase Manhattan Bank (as successor to Bankers
Trust Company of California, N.A.), as Trustee, and as further amended by the
Second Amendment to the Pooling and Servicing Agreement dated February 25, 1998
among First Alliance Mortgage Company, as Company, First Alliance Mortgage
Company, as Servicer, and The Chase Manhattan Bank (as successor to Bankers
Trust Company of California, N.A.) as Trustee.
20
INDEMNIFICATION AGREEMENT dated as of December 1, 1994 by and among Municipal
Bond Investors Assurance Corporation, as Insurer, First Alliance Mortgage
Company, as Issuer, and Prudential Securities Incorporated, as Underwriter.
INSURANCE AGREEMENT dated as of December 1, 1994 by and among Municipal Bond
Investors Assurance Corporation, as Insurer, First Alliance Mortgage Company, as
Company and as Servicer, and Bankers Trust Company of California, N.A., as
Trustee.
MASTER LOAN TRANSFER AGREEMENT dated as of August 1, 1993 by and between
Security Financial Acceptance, L.P. and First Alliance Mortgage Company, as
Affiliated Originators, and First Alliance Mortgage Company, as Company.
CONVEYANCE AGREEMENT dated as of December 16, 1994 by and among First Alliance
Mortgage Company, as Company, and First Alliance Mortgage Company and Security
Financial Acceptance, L.P., as Affiliated Originators, pursuant to the Master
Loan Transfer Agreement dated as of December 1, 1994 among themselves.
FIRST ALLIANCE MORTGAGE LOAN TRUST 1995-2 MORTGAGE LOAN ASSET BACKED
--------------------------------------------------------------------
CERTIFICATES, SERIES 1995-2
---------------------------
MORTGAGE LOAN SUBSERVICING AGREEMENT dated as of April 1, 1993 by and between
First Alliance Mortgage Company, as Principal, and Lomas Mortgage USA, Inc., as
Subservicer.
MORTGAGE LOAN MASTER TRANSFER AGREEMENT dated as of June 30, 1995 by and between
First Alliance Mortgage Company and Nationscapital Mortgage Corporation, as
Originator.
CONVEYANCE AGREEMENT dated as of December 20, 1995 by and between First Alliance
Mortgage Company and Nationscapital Mortgage Corporation, as Originator,
pursuant to the Mortgage Loan Master Transfer Agreement dated as of June 30,
1995 between themselves.
MORTGAGE LOAN MASTER TRANSFER AGREEMENT dated as of June 30, 1995 by and between
First Alliance Mortgage Company and Coast Security Mortgage Inc., as Originator.
CONVEYANCE AGREEMENT dated as of December 20, 1995 by and between First Alliance
Mortgage Company and Coast Security Mortgage Inc., as Originator, pursuant to
the Mortgage Loan Master Transfer Agreement dated as of June 30, 1995 between
themselves.
POOLING AND SERVICING AGREEMENT dated as of December 1, 1995 by and among First
Alliance Mortgage Company, as Company, First Alliance Mortgage Company, as
Servicer, and The Chase Manhattan Bank (as successor to Bankers Trust Company of
California, N.A.), as Trustee.
21
INSURANCE AGREEMENT dated as of December 1, 1995 by and among MBIA Insurance
Corporation, as Insurer, First Alliance Mortgage Company, as Company, First
Alliance Mortgage Company, as Servicer, and Bankers Trust Company of California,
N.A., as Trustee.
INDEMNIFICATION AGREEMENT dated as of December 15, 1995 by and among MBIA
Insurance Corporation, as Insurer, First Alliance Mortgage Company, as Issuer,
and Prudential Securities Incorporated, as Underwriter.
SUBSEQUENT TRANSFER AGREEMENT dated as of December 20, 1995 by and among First
Alliance Mortgage Company, as Company, First Alliance Mortgage Company, as
Servicer, First Alliance Mortgage Loan Trust 1995-2, as Purchaser, and Bankers
Trust Company of California, N.A., as Trustee for the First Alliance Mortgage
Loan Trust 1995-2.
FIRST ALLIANCE MORTGAGE LOAN TRUST 1996-1 MORTGAGE LOAN ASSET BACKED
--------------------------------------------------------------------
CERTIFICATES, SERIES 1996-1
---------------------------
UNAFFILIATED SELLER'S AGREEMENT dated as of March 1, 1996 by and between
Prudential Securities Secured Financing Corporation, as Depositor, and First
Alliance Mortgage Company, as Unaffiliated Seller.
POOLING AND SERVICING AGREEMENT dated as of March 1, 1996 by and among
Prudential Securities Secured Financing Corporation, as Depositor, First
Alliance Mortgage Company, as Company, First Alliance Mortgage Company, as
Servicer, and The Chase Manhattan Bank (as successor to Bankers Trust Company of
California, N.A.), as Trustee.
INSURANCE AGREEMENT dated as of March 1, 1996 by and among MBIA Insurance
Corporation, as Insurer, First Alliance Mortgage Company, as Company, First
Alliance Mortgage Company, as Servicer, Prudential Securities Secured Financing
Corporation, as Depositor, and Bankers Trust Company of California, N.A., as
Trustee.
INDEMNIFICATION AGREEMENT dated as of March 28, 1996 by and among MBIA Insurance
Corporation, as Insurer, First Alliance Mortgage Company, as Company, Prudential
Securities Secured Financing Corporation, as Depositor, and Prudential
Securities Incorporated, as Underwriter.
CONVEYANCE AGREEMENT dated as of March 29, 1996 by and between First Alliance
Mortgage Company and Nationscapital Mortgage Corporation, as Originator,
pursuant to the Mortgage Loan Master Transfer Agreement dated as of June 30,
1995 between themselves.
CONVEYANCE AGREEMENT dated as of March 29, 1996 by and between First Alliance
Mortgage Company and Coast Security Mortgage Inc., as Originator, pursuant to
the Mortgage Loan Master Transfer Agreement dated as of June 30, 1995 between
themselves.
22
FIRST ALLIANCE MORTGAGE LOAN TRUST 1996-2 MORTGAGE LOAN ASSET BACKED
--------------------------------------------------------------------
CERTIFICATES, SERIES 1996-2
---------------------------
AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT dated as of February 12,
1999 among First Alliance Mortgage Company, as Company and Servicer, The Chase
Manhattan Bank (as successor to Bankers Trust Company of California, N.A.), as
Trustee, and Norwest Bank Minnesota, National Association, as Master Servicer.
INSURANCE AGREEMENT dated as of June 1, 1996 by and among MBIA Insurance
Corporation, as Insurer, First Alliance Mortgage Company, as Company, First
Alliance Mortgage Company, as Servicer, and Bankers Trust Company of California,
N.A., as Trustee.
INDEMNIFICATION AGREEMENT dated as of June 10, 1996 by and among MBIA Insurance
Corporation, as Insurer, First Alliance Mortgage Company, as Company, and
Prudential Securities Incorporated, as Underwriter.
CONVEYANCE AGREEMENT dated as of June 14, 1996 by and between First Alliance
Mortgage Company and Nationscapital Mortgage Corporation, as Originator,
pursuant to the Mortgage Loan Master Transfer Agreement dated as of June 30,
1995 between themselves.
CONVEYANCE AGREEMENT dated as of June 14, 1996 by and among First Alliance
Mortgage Company and Coast Security Mortgage Inc., as Originator, pursuant to
the Mortgage Loan Master Transfer Agreement dated as of June 30, 1995 between
themselves.
FIRST ALLIANCE MORTGAGE LOAN TRUST 1996-3 MORTGAGE LOAN ASSET BACKED
--------------------------------------------------------------------
CERTIFICATES, SERIES 1996-3
---------------------------
AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT dated as of February 12,
1999 among First Alliance Mortgage Company, as Company and Servicer, The Bank of
New York, as Trustee, and Norwest Bank Minnesota, National Association, as
Master Servicer.
INSURANCE AGREEMENT dated as of September 1, 1996 by and among MBIA Insurance
Corporation, as Insurer, First Alliance Mortgage Company, as Company, First
Alliance Mortgage Company, as Servicer, and The Bank of New York, as Trustee.
INDEMNIFICATION AGREEMENT dated as of September 10, 1996 by and among MBIA
Insurance Corporation, as Insurer, First Alliance Mortgage Company, as Company,
and Prudential Securities Incorporated, as Underwriter.
SUBSEQUENT TRANSFER AGREEMENT dated as of September 30, 1996 by and among First
Alliance Mortgage Company, as Company, First Alliance Mortgage Loan Trust
1996-3, as Purchaser and The Bank of New York as Trustee for the First Alliance
Mortgage Loan Trust 1996-3.
FIRST ALLIANCE MORTGAGE LOAN TRUST 1996-4 MORTGAGE LOAN ASSET BACKED
--------------------------------------------------------------------
CERTIFICATES, SERIES 1996-4
---------------------------
AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT dated as of February 12,
1999 among First Alliance Mortgage Company, as Company and Servicer, The Chase
Manhattan Bank, as Trustee, and Norwest Bank Minnesota, National Association, as
Master Servicer.
23
CUSTODIAL AGREEMENT dated as of December 1, 1996 by and among The Chase
Manhattan Bank, as Trustee, First Alliance Mortgage Company, as Company, First
Alliance Mortgage Company, as Servicer, and The Bank of New York, as Custodian.
INSURANCE AGREEMENT dated as of December 1, 1996 by and among MBIA Insurance
Corporation, as Insurer, First Alliance Mortgage Company, as Company, First
Alliance Mortgage Company, as Servicer, and The Chase Manhattan Bank, as
Trustee.
INDEMNIFICATION AGREEMENT dated as of December 10, 1996 by and among MBIA
Insurance Corporation, as Insurer, First Alliance Mortgage Company, as Company,
and Prudential Securities Incorporated and Xxxxxx Brothers Inc., as
Underwriters.
SUBSEQUENT TRANSFER AGREEMENT dated as of December 31, 1996 by and among First
Alliance Mortgage Company, as Company, First Alliance Mortgage Company, as
Servicer, First Alliance Mortgage Loan Trust 1996-4, as Purchaser, and The Chase
Manhattan Bank, as Trustee for the First Alliance Mortgage Loan Trust 1996-4.
FIRST ALLIANCE MORTGAGE LOAN TRUST 1997-1 MORTGAGE LOAN ASSET BACKED
--------------------------------------------------------------------
CERTIFICATES, SERIES 1997-1
---------------------------
AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT dated as of February 12,
1999 among First Alliance Mortgage Company, as Company and Servicer, The Chase
Manhattan Bank, as Trustee, and Norwest Bank Minnesota, National Association, as
Master Servicer.
CUSTODIAL AGREEMENT dated as of March 1, 1997 by and among The Chase Manhattan
Bank, as Trustee, First Alliance Mortgage Company, as Company, First Alliance
Mortgage Company, as Servicer, and The Bank of New York, as Custodian.
INSURANCE AGREEMENT dated as of March 1, 1997 by and among MBIA Insurance
Corporation, as Insurer, First Alliance Mortgage Company, as Company, First
Alliance Mortgage Company, as Servicer, and The Chase Manhattan Bank, as
Trustee.
INDEMNIFICATION AGREEMENT dated as of March 11, 1997 by and among MBIA Insurance
Corporation, as Insurer, First Alliance Mortgage Company, as Company, and
Prudential Securities Incorporated and Xxxxxx Brothers Inc., as Underwriters.
SUBSEQUENT TRANSFER AGREEMENT dated as of March 27, 1997 by and among First
Alliance Mortgage Company, as Company, First Alliance Mortgage Company, as
Servicer, First Alliance Mortgage Loan Trust 1997-1, as Purchaser, and The Chase
Manhattan Bank, as Trustee for the First Alliance Mortgage Loan Trust 1997-1.
FIRST ALLIANCE MORTGAGE LOAN TRUST 1997-2 MORTGAGE LOAN ASSET BACKED
--------------------------------------------------------------------
CERTIFICATES, SERIES 1997-2
---------------------------
AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT dated as of February 12,
1999 among First Alliance Mortgage Company, as Company and Servicer, The Chase
Manhattan Bank, as Trustee, and Norwest Bank Minnesota, National Association, as
Master Servicer.
24
CUSTODIAL AGREEMENT dated as of June 1, 1997 by and among The Chase Manhattan
Bank, as Trustee, First Alliance Mortgage Company, as Company, First Alliance
Mortgage Company, as Servicer, and The Bank of New York, as Custodian.
INSURANCE AGREEMENT dated as of June 1, 1997 by and among MBIA Insurance
Corporation, as Insurer, First Alliance Mortgage Company, as Company, First
Alliance Mortgage Company, as Servicer, and The Chase Manhattan Bank, as
Trustee.
INDEMNIFICATION AGREEMENT dated as of June 10, 1997 by and among MBIA Insurance
Corporation, as Insurer, First Alliance Mortgage Company, as Company, and
Prudential Securities Incorporated and Xxxxxx Brothers Inc., as Underwriters.
SUBSEQUENT TRANSFER AGREEMENT dated as of June 30, 1997 by and among First
Alliance Mortgage Company, as Company, First Alliance Mortgage Company, as
Servicer, First Alliance Mortgage Loan Trust, 1997-2, as Purchaser, and The
Chase Manhattan Bank, as Trustee for the First Alliance Mortgage Loan Trust,
1997-2.
FIRST ALLIANCE MORTGAGE LOAN TRUST 1997-3 MORTGAGE LOAN ASSET BACKED
--------------------------------------------------------------------
CERTIFICATES, SERIES 1997-3
---------------------------
AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT dated as of February 12,
1999 among First Alliance Mortgage Company, as Company and Servicer, The Chase
Manhattan Bank, as Trustee, and Norwest Bank Minnesota, National Association, as
Master Servicer.
CUSTODIAL AGREEMENT dated as of September 1, 1997 by and among The Chase
Manhattan Bank, as Trustee, First Alliance Mortgage Company, as Company, First
Alliance Mortgage Company, as Servicer, and The Bank of New York, as Custodian.
INSURANCE AGREEMENT dated as of September 1, 1997 by and among MBIA Insurance
Corporation, as Insurer, First Alliance Mortgage Company, as Company, First
Alliance Mortgage Company, as Servicer, and The Chase Manhattan Bank, as
Trustee.
INDEMNIFICATION AGREEMENT dated as of September 9, 1997 by and among MBIA
Insurance Corporation, as Insurer, First Alliance Mortgage Company, as Company,
and Prudential Securities Incorporated and Xxxxxx Brothers Inc., as
Underwriters.
SUBSEQUENT TRANSFER AGREEMENT dated as of September 30, 1997 by and among First
Alliance Mortgage Company, as Company, First Alliance Mortgage Company, as
Servicer, First Alliance Mortgage Loan Trust 1997-3, as Purchaser, and The Chase
Manhattan Bank, as Trustee for the First Alliance Mortgage Loan Trust 1997-3.
FIRST ALLIANCE MORTGAGE LOAN TRUST 1997-4 MORTGAGE LOAN ASSET BACKED
--------------------------------------------------------------------
CERTIFICATES, SERIES 1997-4
---------------------------
AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT dated as of February 12,
1999 among First Alliance Mortgage Company, as Company and Servicer, The Bank of
New York, as Trustee, and Norwest Bank Minnesota, National Association, as
Master Servicer.
25
INSURANCE AGREEMENT dated as of December 1, 1997 by and among MBIA Insurance
Corporation, as Insurer, First Alliance Mortgage Company, as Company, First
Alliance Mortgage Company, as Servicer, and The Bank of New York, as Trustee.
INDEMNIFICATION AGREEMENT dated as of December 9, 1997 by and among MBIA
Insurance Corporation, as Insurer, First Alliance Mortgage Company, as Company,
and Prudential Securities Incorporated and First Union Capital Markets Corp., as
Underwriters.
SUBSEQUENT TRANSFER AGREEMENT dated as of December 31, 1997 by and among First
Alliance Mortgage Company, as Company, First Alliance Mortgage Company, as
Servicer, First Alliance Mortgage Loan Trust 1997-4, as Purchaser, and The Bank
of New York, as Trustee for the First Alliance Mortgage Loan Trust 1997-4.
FIRST ALLIANCE MORTGAGE LOAN TRUST 1998-1A MORTGAGE LOAN ASSET BACKED
---------------------------------------------------------------------
CERTIFICATES, SERIES 1998-1A
----------------------------
TRUST AGREEMENT dated as of March 1, 1998 by and between First Alliance Mortgage
Company, as Seller, and
Wilmington Trust Company, as Owner Trustee
AMENDED AND RESTATED SALE AND SERVICING AGREEMENT dated as of February 12, 1999
among First Alliance Mortgage Loan Trust 1998-1A, as Issuer, First Alliance
Mortgage Company, as Seller and Servicer, The Chase Manhattan Bank, as Indenture
Trustee, and Norwest Bank Minnesota, National Association, as Master Servicer.
INDENTURE dated as of March 1, 1998 by and between First Alliance Mortgage Loan
Trust 1998-1A, as Issuer, and The Chase Manhattan Bank, as Indenture Trustee.
INSURANCE AGREEMENT dated as of March 1, 1998 by and among MBIA Insurance
Corporation, as Insurer, First Alliance Mortgage Company, as Seller and as
Servicer, First Alliance Mortgage Loan Trust 1998-1A, as Issuer, and The Chase
Manhattan Bank, as Indenture Trustee.
CUSTODIAL AGREEMENT dated as of March 1, 1998 by and among The Chase Manhattan
Bank, as Indenture Trustee, First Alliance Mortgage Company, as Seller and
Servicer, First Alliance Mortgage Loan Trust 1998-1A, as Issuer, and The Bank of
New York, as Custodian.
INDEMNIFICATION AGREEMENT dated as of March 10, 1998 by and among MBIA Insurance
Corporation, as Insurer, First Alliance Mortgage Company, as Seller, and
Prudential Securities Incorporated, as Underwriter.
SUBSEQUENT TRANSFER AGREEMENT dated as of March 31, 1998 by and among First
Alliance Mortgage Company, as Servicer and Seller, First Alliance Mortgage Loan
Trust 1998-1A, as Purchaser, and The Chase Manhattan Bank, as Indenture Trustee
for the First Alliance Mortgage Loan Trust 1998-1A.
26
FIRST ALLIANCE MORTGAGE LOAN TRUST 1998-1F MORTGAGE LOAN ASSET BACKED
---------------------------------------------------------------------
CERTIFICATES, SERIES 1998-1F
----------------------------
TRUST AGREEMENT dated as of March 1, 1998 by and between First Alliance Mortgage
Company, as Seller, and Wilmington Trust Company, as Owner Trustee.
AMENDED AND RESTATED SALE AND SERVICING AGREEMENT dated as of February 12, 1999
among First Alliance Mortgage Loan Trust 1998-1F, as Issuer, First Alliance
Mortgage Company, as Seller and Servicer, The Chase Manhattan Bank, as Indenture
Trustee, and Norwest Bank Minnesota, National Association, as Master Servicer.
INDENTURE dated as of March 1, 1998 by and between First Alliance Mortgage Loan
Trust 1998-1F, as Issuer, and The Chase Manhattan Bank, as Indenture Trustee.
INSURANCE AGREEMENT dated as of March 1, 1998 by and among MBIA Insurance
Corporation, as Insurer, First Alliance Mortgage Company, as Seller and as
Servicer, First Alliance Mortgage Loan Trust 1998-1F, as Issuer, and The Chase
Manhattan Bank, as Indenture Trustee.
CUSTODIAL AGREEMENT dated as of March 1, 1998 by and among The Chase Manhattan
Bank, as Indenture Trustee, First Alliance Mortgage Company, as Seller and
Servicer, First Alliance Mortgage Loan Trust 1998-1F, as Issuer, and The Bank of
New York, as Custodian.
INDEMNIFICATION AGREEMENT dated as of March 10, 1998 by and among MBIA Insurance
Corporation, as Insurer, First Alliance Mortgage Company, as Seller, and Wheat
First Securities, Inc., acting through First Union Capital Markets, a division
of Wheat First Securities, Inc., as Underwriter.
SUBSEQUENT TRANSFER AGREEMENT dated as of March 31, 1998 by and among First
Alliance Mortgage Company, as Servicer and Seller, First Alliance Mortgage Loan
Trust 1998-1F, as Purchaser, and The Chase Manhattan Bank, as Indenture Trustee
for the First Alliance Mortgage Loan Trust 1998-1F.
FIRST ALLIANCE MORTGAGE LOAN TRUST 1998-3 MORTGAGE LOAN ASSET BACKED
--------------------------------------------------------------------
CERTIFICATES, SERIES 1998-3
---------------------------
AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT dated as of February 12,
1999 among First Alliance Mortgage Company, as Seller and Servicer, and Norwest
Bank Minnesota, National Association, as Trustee and Master Servicer.
INSURANCE AGREEMENT dated as of September 1, 1998 by and among MBIA Insurance
Corporation, as Insurer, First Alliance Mortgage Company, as Seller, First
Alliance Mortgage Company, as Servicer, and Norwest Bank Minnesota, National
Association, as Trustee.
INDEMNIFICATION AGREEMENT dated as of September 14, 1998 by and among MBIA
Insurance Corporation, as Insurer, First Alliance Mortgage Company, as Seller,
and Prudential Securities Incorporated and Wheat First Securities, Inc., acting
through First Union Capital Markets, a division of Wheat First Securities, Inc.,
as Underwriters.
SUBSEQUENT TRANSFER AGREEMENT dated as of September 30, 1998 by and among First
Alliance Mortgage Company, as Seller and Servicer, First Alliance Mortgage Loan
Trust 1998-3, as Purchaser, and Norwest Bank Minnesota, National Association, as
Trustee for the First Alliance Mortgage Loan Trust 1998-3.
27
FIRST ALLIANCE MORTGAGE LOAN TRUST 1998-4 MORTGAGE LOAN ASSET BACKED
--------------------------------------------------------------------
CERTIFICATES, SERIES 1998-4
---------------------------
POOLING AND SERVICING AGREEMENT dated as of December 1, 1998 by and between
First Alliance Mortgage Company, as Seller and Servicer, and Norwest Bank
Minnesota, National Association, as Trustee and Master Servicer.
INSURANCE AGREEMENT dated as of December 1, 1998 by and among MBIA Insurance
Corporation, as Insurer, First Alliance Mortgage Company, as Seller, First
Alliance Mortgage Company, as Servicer, and Norwest Bank Minnesota, National
Association, as Trustee and Master Servicer.
INDEMNIFICATION AGREEMENT dated as of December 7, 1998 by and among MBIA
Insurance Corporation, as Insurer, First Alliance Mortgage Company, as Seller,
and Prudential Securities Incorporated, as Underwriter.
SUBSEQUENT TRANSFER AGREEMENT dated as of December 29, 1998 by and among First
Alliance Mortgage Company, as Seller and Servicer, First Alliance Mortgage Loan
Trust 1998-4, as Purchaser, and Norwest Bank Minnesota, National Association, as
Trustee and Master Servicer.
FIRST ALLIANCE MORTGAGE LOAN TRUST 1999-1 MORTGAGE LOAN ASSET BACKED
--------------------------------------------------------------------
CERTIFICATES, SERIES 1999-1
---------------------------
POOLING AND SERVICING AGREEMENT dated as of March 1, 1999 by and between First
Alliance Mortgage Company, as Seller and Servicer, and Norwest Bank Minnesota,
National Association, as Trustee and Oversight Agent.
INSURANCE AGREEMENT dated as of March 1, 1999 by and among MBIA Insurance
Corporation, as Insurer, First Alliance Mortgage Company, as Seller, First
Alliance Mortgage Company, as Servicer, and Norwest Bank Minnesota, National
Association, as Trustee and Oversight Agent.
INDEMNIFICATION AGREEMENT dated as of March 11, 1999 by and among MBIA Insurance
Corporation, as Insurer, First Alliance Mortgage Company, as Seller, and Xxxxxx
Brothers Inc., as Underwriter.
SUBSEQUENT TRANSFER AGREEMENT dated as of March 30, 1999 by and among First
Alliance Mortgage Company, as Seller and Servicer, First Alliance Mortgage Loan
Trust 1999-1, as Purchaser, and Norwest Bank Minnesota, National Association, as
Trustee and Oversight Agent.
FIRST ALLIANCE MORTGAGE LOAN TRUST 1999-2 MORTGAGE LOAN ASSET BACKED
--------------------------------------------------------------------
CERTIFICATES, SERIES 1999-2
---------------------------
POOLING AND SERVICING AGREEMENT dated as of June 1, 1999 by and between First
Alliance Mortgage Company, as Seller and Servicer, and Norwest Bank Minnesota,
National Association, as Trustee and Oversight Agent.
28
INSURANCE AGREEMENT dated as of June 1, 1999 by and among MBIA Insurance
Corporation, as Insurer, First Alliance Mortgage Company, as Seller, First
Alliance Mortgage Company, as Servicer, and Norwest Bank Minnesota, National
Association, as Trustee and Oversight Agent.
INDEMNIFICATION AGREEMENT dated as of June 7, 1999 by and among MBIA Insurance
Corporation, as Insurer, First Alliance Mortgage Company, as Seller, and Xxxxxx
Brothers Inc., as Underwriter.
SUBSEQUENT TRANSFER AGREEMENT dated as of June 28, 1999 by and among First
Alliance Mortgage Company, as Seller and Servicer, First Alliance Mortgage Loan
Trust 1999-2, as Purchaser, and Norwest Bank Minnesota, National Association, as
Trustee and Oversight Agent.
FIRST ALLIANCE MORTGAGE LOAN TRUST 1999-3 MORTGAGE LOAN ASSET BACKED
--------------------------------------------------------------------
CERTIFICATES, SERIES 1999-3
---------------------------
POOLING AND SERVICING AGREEMENT dated as of September 1, 1999 by and between
First Alliance Mortgage Company, as Seller and Servicer, and Norwest Bank
Minnesota, National Association, as Trustee and Oversight Agent.
INSURANCE AGREEMENT dated as of September 1, 1999 by and among MBIA Insurance
Corporation, as Insurer, First Alliance Mortgage Company, as Seller, First
Alliance Mortgage Company, as Servicer, and Norwest Bank Minnesota, National
Association, as Trustee and Oversight Agent.
INDEMNIFICATION AGREEMENT dated as of September 13, 1999 by and among MBIA
Insurance Corporation, as Insurer, First Alliance Mortgage Company, as Seller,
and Xxxxxx Brothers Inc., as Underwriter.
SUBSEQUENT TRANSFER AGREEMENT dated as of September 28, 1999 by and among First
Alliance Mortgage Company, as Seller and Servicer, First Alliance Mortgage Loan
Trust 1999-3, as Purchaser, and Norwest Bank Minnesota, National Association, as
Trustee and Oversight Agent.
FIRST ALLIANCE MORTGAGE LOAN TRUST 1999-4 MORTGAGE LOAN ASSET BACKED
--------------------------------------------------------------------
CERTIFICATES, SERIES 1999-4
---------------------------
POOLING AND SERVICING AGREEMENT dated as of December 1, 1999 by and between
First Alliance Mortgage Company, as Seller and Servicer, and The Chase Manhattan
Bank, as Trustee and Oversight Agent.
INSURANCE AGREEMENT dated as of December 1, 1999 by and among MBIA Insurance
Corporation, as Insurer, First Alliance Mortgage Company, as Seller, First
Alliance Mortgage Company, as Servicer, and Norwest Bank Minnesota, National
Association, as Trustee and Oversight Agent.
CUSTODIAL AGREEMENT dated as of December 1, 1999 by and among The Chase
Manhattan Bank, as Trustee, First Alliance Mortgage Company, as Seller and
Servicer, and Norwest Bank Minnesota, National Association, as Custodian.
INDEMNIFICATION AGREEMENT dated as of December 10, 1999 by and among MBIA
Insurance Corporation, as Insurer, First Alliance Mortgage Company, as Seller,
and Xxxxxx Brothers Inc., as Underwriter.
29
EXHIBIT B
FORM OF SERVICING RIGHTS PURCHASE AGREEMENT
30
EXHIBIT C
MISCELLANEOUS CLAIMS NOT RELEASED BY XXXXX FARGO
Proof of claim in the amount of $2,236.46 filed on June 29, 2000 at 3:33 p.m.
for attorneys' fees and expenses incurred in connection with the failed First
Alliance Mortgage Loan Trust 2000-1 transaction.
Proof of claim in the amount of $12,621.00 filed on June 29, 2000 at 3:33 p.m.
for fees relating to initial pool certifications.
31
