Subsequent Transfer Instrument among Superior Bank FSB, LaSalle Bank National Association, and AFC Trust Series 2000-2 (July 20, 2000)
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Summary
This agreement documents the sale and transfer of a pool of mortgage loans from Superior Bank FSB (the Seller) to AFC Trust Series 2000-2 (the Issuer), with LaSalle Bank National Association acting as Indenture Trustee. The Issuer purchases the loans and pledges them to the Indenture Trustee for the benefit of noteholders. The agreement outlines the transfer terms, representations, and warranties, and specifies that New York law governs the contract. The transaction is part of a larger asset-backed securities arrangement, with the Seller receiving payment for the loans and the Issuer assuming ownership and related obligations.
EX-4.1 2 0002.txt INSTRUMENTS DEFINING RIGHTS OF SECURITY HOLDERS EXHIBIT 4.1 SUBSEQUENT TRANSFER INSTRUMENT Pursuant to this Subsequent Transfer Instrument (the "Instrument"), dated July 20, 2000, among Superior Bank FSB, as seller (the "Seller"), LaSalle Bank National Association, as indenture trustee (the "Indenture Trustee") and AFC Trust Series 2000-2, issuer of the AFC Mortgage Loan Asset Backed Notes, Series 2000-2, as purchaser (the "Issuer"), and pursuant to the Sale and Servicing Agreement, dated as of June 1, 2000, by and among Superior Bank FSB, as Seller and Servicer, the Issuer and the Indenture Trustee (the "Sale and Servicing Agreement"), the Seller and the Issuer agree to the sale by the Seller and the purchase by the Issuer, and pledge by the Issuer to the Indenture Trustee, of the Mortgage Loans listed on the attached Schedule of Mortgage Loans (the "Subsequent Mortgage Loans"). Capitalized terms used and not defined herein have their respective meanings as set forth in the Sale and Servicing Agreement. Section 1. Conveyance of Subsequent Mortgage Loans. --------------------------------------- (a) The Seller, upon receipt of the purchase price therefor, does hereby sell, transfer, assign, set over and convey to the Issuer, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, excepting the Seller's Yield, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.04 of the Sale and Servicing Agreement; provided, however that the Seller reserves and retains all right, title and interest in and to amounts (including Prepayments, Curtailments and Excess Payments) due or accrued on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Seller, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Indenture Trustee or, if a Custodian has been appointed pursuant to Section 6.12 of the Indenture to the Custodian each item set forth in Section 2.04 of the Sale and Servicing Agreement. The transfer to the Issuer by the Seller of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Seller, the Servicer, the Issuer, the Indenture Trustee, the Noteholders and the Certificateholders to constitute and to be treated as a sale by the Seller to the Issuer. (b) The Issuer hereby grants to the Indenture Trustee, as trustee for the benefit of the Noteholders and the Note Insurer, all of the Issuer's right, title and interest in and to the Subsequent Mortgage Loans and the proceeds thereof under the Related Documents, excepting the Seller's Yield and all amounts due or accrued on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. (c) The expenses and costs relating to the delivery of the Subsequent Mortgage Loans, this Instrument and the Sale and Servicing Agreement shall be borne by the Seller. (d) Additional terms of the sale are set forth on Attachment A hereto. Section 2. Representations and Warranties; Conditions Precedent. ------------------------------------------ (a) The Seller, contemporaneously with the delivery of this Agreement, hereby affirms the representations and warranties set forth in Section 3.02 of the Sale and Servicing Agreement that relate to the Subsequent Mortgage Loans as of the date hereof. The Seller hereby confirms that each of the conditions set forth in Section 2.10(b), and as applicable, Section 2.10(c) or Section 2.10(d), of the Sale and Servicing Agreement are satisfied as of the date hereof. (b) All terms and conditions of the Sale and Servicing Agreement are hereby ratified and confirmed; provided, however, that in the event of any conflict the provisions of this Instrument shall control over the conflicting provisions of the Sale and Servicing Agreement. Section 3. Recordation of Instrument. ------------------------- To the extent permitted by applicable law, this Instrument, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all of the counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Noteholders' expense on direction of the Note Insurer or the related Majority Noteholders, but only when accompanied by an Opinion of Counsel to the effect that such recordation materially and beneficially affects the interests of the Noteholders or is necessary for the administration or servicing of the Mortgage Loans. Section 4. Governing Law. ------------- This Instrument shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to principles of conflicts of law. Section 5. Counterparts. ------------ This Instrument may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same instrument. Section 6. Successors and Assigns. ---------------------- This Instrument shall inure to the benefit of and be binding upon the Seller, the Issuer and the Indenture Trustee and their respective successors and assigns. Section 7. Limitation of Liability. ----------------------- It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as Owner Trustee (in such capacity, the "Owner Trustee") under the Trust Agreement, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Owner Trustee is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose for binding only the Owner Trustee and (c) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Owner Trustee or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Owner Trustee under this Agreement or the other related documents. SUPERIOR BANK FSB By: /s/ John Soricelli ------------------ Name: John Soricelli Title: Vice President LASALLE BANK NATIONAL ASSOCIATION, as Indenture Trustee By: /s/ Barbara Marik ----------------- Name: Barbara Marik Title: Assistant Vice President AFC TRUST SERIES 2000-2 By: Wilmington Trust Company, not in its individual capacity but solely as Owner Trustee By: /s/ Denise M. Geran -------------------- Name: Denise M. Geran Title: Senior Financial Services Officer Attachments - ----------- A. Additional terms of the sale. B. Schedule of Subsequent Mortgage Loans.
ATTACHMENT B TO SUBSEQUENT TRANSFER INSTRUMENT