SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: March 25, 1999
(Date of earliest event reported)
Commission File No. 333-67267
Bank of America Mortgage Securities, Inc.
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Delaware 94-324470
- ------------------------ ------------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
345 Montgomery Street, Lower Level #2, Unit #8152, San Francisco, CA 94104
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Address of principal executive offices (Zip Code)
(415) 445-4779
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Registrant's Telephone Number, including area code
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(Former name, former address and former fiscal year,
if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS
------------
On March 25, 1999, Bank of America Mortgage Securities, Inc., a
Delaware corporation (the "Registrant"), sold Mortgage Pass-Through
Certificates, Series 1999-2, Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class
A-12, Class A-13, Class A-14, Class A-PO, Class A-R, Class A-LR, Class B-1,
Class B-2 and Class B-3 (the "Offered Certificates"), having an aggregate
original principal balance of $496,623,408. The Offered Certificates were issued
pursuant to a Pooling and Servicing Agreement, dated March 25, 1999, among the
Registrant, Bank of America, FSB, as a servicer ("Bank of America"), NationsBanc
Mortgage Corporation, as a servicer ("NationsBanc") and The Bank of New York, as
trustee (the "Agreement"), a copy of which is filed as an exhibit hereto.
Mortgage Pass-Through Certificates, Series 1999-2, Class B-4, Class B-5 and
Class B-6 Certificates, having an aggregate initial principal balance of
$3,753,213.77 (the "Private Class B Certificates" and, together with the Offered
Certificates, the "Certificates"), were also issued pursuant to the Agreement.
As of the date of initial issuance, the Offered Certificates evidenced
an approximate 99.25% undivided interest in a trust (the "Trust"), consisting
principally of a pool of fixed interest rate, conventional, monthly pay,
fully-amortizing, one-to four-family residential first mortgage loans. The
remaining undivided interests in the Trust are evidenced by the Private Class B
Certificates distributions on which are subordinated to distributions on the
Offered Certificates.
Interest on the Offered Certificates will be distributed on each
Distribution Date (as defined in the Agreement). Monthly distributions in
reduction of the principal balance of the Offered Certificates will be allocated
to the Offered Certificates in accordance with the priorities set forth in the
Agreement. Distributions of interest and in reduction of principal balance on
any Distribution Date will be made to the extent that the Pool Distribution
Amount is sufficient therefor.
An election will be made to treat the Trust as two REMICs for federal
income tax purposes (the "Upper-Tier REMIC" and "Lower-Tier REMIC,"
respectively). The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-6, Class A-7, Class A-10, Class A-11, Class A-12, Class A-13, Class A-PO,
Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6
Certificates, the Class A-14 PAC IO A Component, the Class A-14 PAC IO B
Component, the Class A-14 PAC Component, the Class A-14 TAC IO Component and the
Class A-14 TAC Component will be treated as "regular interests" in the
Upper-Tier REMIC and the Class A-R and Class A-LR Certificates will be treated
as the "residual interests" in the Upper-Tier REMIC and Lower-Tier REMIC,
respectively.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
---------------------------------
(c) Exhibits
Item 601(a)
of Regulation S-K
Exhibit No. Description
- ----------- -----------
(EX-4) Pooling and Servicing Agreement, dated
March 25, 1999, among Bank of America
Mortgage Securities, Inc., NationsBanc
Mortgage Corporation, Bank of America,
FSB and The Bank of New York, as
trustee.
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BANK OF AMERICA MORTGAGE
SECURITIES, INC.
March 25, 1999
/S/ SHARON JOSEPH
------------------------------
Sharon Joseph
Vice President
<PAGE>
INDEX TO EXHIBITS
-----------------
Paper (P) or
Exhibit No. Description Electronic (E)
- ----------- ----------- --------------
(EX-4) Pooling and Servicing E
Agreement, dated March 25, 1999
among Bank of America Mortgage
Securities, Inc., NationsBanc Mortgage
Corporation, Bank of America, FSB and
The Bank of New York, as trustee.
================================================================================
BANK OF AMERICA MORTGAGE SECURITIES, INC.,
as Depositor,
NATIONSBANC MORTGAGE CORPORATION,
as Servicer,
BANK OF AMERICA, FSB,
as Servicer,
and
THE BANK OF NEW YORK,
as Trustee
POOLING AND SERVICING AGREEMENT
Dated March 25, 1999
-----------------------
Mortgage Pass-Through Certificates
Series 1999-2
================================================================================
<PAGE>
TABLE OF CONTENTS
PRELIMINARY STATEMENT.......................................................
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms.................................................
Section 1.03 Interest Calculations.........................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans..................................
Section 2.02 Acceptance by the Trustee of the Mortgage Loans...............
Section 2.03 Representations, Warranties and Covenants of the NMC Servicer.
Section 2.04 Representations, Warranties and Covenants of the BA Servicer..
Section 2.05 Representations and Warranties of the Depositor as to the
Mortgage Loans..............................................
Section 2.06 Designation of Interests in the REMICs........................
Section 2.07 Designation of Start-up Day...................................
Section 2.08 REMIC Certificate Maturity Date...............................
Section 2.09 Execution and Delivery of Certificates........................
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Servicers to Service Mortgage Loans...........................
Section 3.02 Subservicing; Enforcement of the Obligations of Servicers.....
Section 3.03 Fidelity Bond; Errors and Omissions Insurance.................
Section 3.04 Access to Certain Documentation...............................
Section 3.05 Maintenance of Primary Mortgage Insurance Policy; Claims......
Section 3.06 Rights of the Depositor and the Trustee in Respect of the
Servicers...................................................
Section 3.07 Trustee to Act as Servicer....................................
Section 3.08 Collection of Mortgage Loan Payments; Servicer Custodial
Accounts; Certificate Account and Upper-Tier Certificate
Account.....................................................
Section 3.09 Collection of Taxes, Assessments and Similar Items; Escrow
Accounts....................................................
Section 3.10 Access to Certain Documentation and Information Regarding the
Mortgage Loans..............................................
Section 3.11 Permitted Withdrawals from the Servicer Custodial Accounts,
Certificate Account and Upper-Tier Certificate Account......
Section 3.12 Maintenance of Hazard Insurance...............................
Section 3.13 Enforcement of Due-On-Sale Clauses; Assumption Agreements.....
Section 3.14 Realization Upon Defaulted Mortgage Loans; REO Property.......
Section 3.15 Trustee to Cooperate; Release of Mortgage Files...............
Section 3.16 Documents, Records and Funds in Possession of the Servicers to
be Held for the Trustee.....................................
Section 3.17 Servicing Compensation........................................
Section 3.18 Annual Statement as to Compliance.............................
Section 3.19 Annual Independent Public Accountants' Servicing Statement;
Financial Statements........................................
Section 3.20 Advances......................................................
Section 3.21 Modifications, Waivers, Amendments and Consents...............
Section 3.22 Reports to the Securities and Exchange Commission.............
ARTICLE IV
SERVICER'S CERTIFICATE
Section 4.01 Servicer's Certificate........................................
ARTICLE V
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;
REMIC ADMINISTRATION
Section 5.01 Distributions.................................................
Section 5.02 Priorities of Distribution....................................
Section 5.03 Allocation of Losses..........................................
Section 5.04 Statements to Certificateholders..............................
Section 5.05 Tax Returns and Reports to Certificateholders.................
Section 5.06 Tax Matters Person............................................
Section 5.07 Rights of the Tax Matters Person in Respect of the Trustee....
Section 5.08 REMIC Related Covenants.......................................
ARTICLE VI
THE CERTIFICATES
Section 6.01 The Certificates..............................................
Section 6.02 Registration of Transfer and Exchange of Certificates.........
Section 6.03 Mutilated, Destroyed, Lost or Stolen Certificates.............
Section 6.04 Persons Deemed Owners.........................................
ARTICLE VII
THE DEPOSITOR AND THE SERVICERS
Section 7.01 Respective Liabilities of the Depositor and the Servicers.....
Section 7.02 Merger or Consolidation of the Depositor or a Servicer........
Section 7.03 Limitation on Liability of the Depositor, the Servicers and
Others......................................................
Section 7.04 Depositor and Servicers Not to Resign.........................
ARTICLE VIII
DEFAULT
Section 8.01 Events of Default.............................................
Section 8.02 Remedies of Trustee...........................................
Section 8.03 Directions by Certificateholders and Duties of Trustee During
Event of Default............................................
Section 8.04 Action upon Certain Failures of a Servicer and upon Event of
Default.....................................................
Section 8.05 Trustee to Act; Appointment of Successor......................
Section 8.06 Notification to Certificateholders............................
ARTICLE IX
THE TRUSTEE
Section 9.01 Duties of Trustee.............................................
Section 9.02 Certain Matters Affecting the Trustee.........................
Section 9.03 Trustee Not Liable for Certificates or Mortgage Loans.........
Section 9.04 Trustee May Own Certificates..................................
Section 9.05 Eligibility Requirements for Trustee..........................
Section 9.06 Resignation and Removal of Trustee............................
Section 9.07 Successor Trustee.............................................
Section 9.08 Merger or Consolidation of Trustee............................
Section 9.09 Appointment of Co-Trustee or Separate Trustee.................
Section 9.10 Authenticating Agents.........................................
Section 9.11 Trustee's Fees and Expenses...................................
Section 9.12 [RESERVED]....................................................
Section 9.13 Paying Agents.................................................
Section 9.14 Limitation of Liability.......................................
Section 9.15 Trustee May Enforce Claims Without Possession of Certificates.
Section 9.16 Suits for Enforcement.........................................
Section 9.17 Waiver of Bond Requirement....................................
Section 9.18 Waiver of Inventory, Accounting and Appraisal Requirement.....
Section 9.19 Year 2000 Compliance..........................................
ARTICLE X
TERMINATION
Section 10.01 Termination upon Purchase by the Depositor or Liquidation of
All Mortgage Loans.........................................
Section 10.02 Additional Termination Requirements..........................
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment....................................................
Section 11.02 Recordation of Agreement.....................................
Section 11.03 Limitation on Rights of Certificateholders...................
Section 11.04 Governing Law................................................
Section 11.05 Notices......................................................
Section 11.06 Severability of Provisions...................................
Section 11.07 Certificates Nonassessable and Fully Paid....................
Section 11.08 Access to List of Certificateholders.........................
Section 11.09 Recharacterization...........................................
<PAGE>
EXHIBITS
Exhibit A-1 - Form of Face of Class A-1 Certificate
Exhibit A-2 - Form of Face of Class A-2 Certificate
Exhibit A-3 - Form of Face of Class A-3 Certificate
Exhibit A-4 - Form of Face of Class A-4 Certificate
Exhibit A-5 - Form of Face of Class A-5 Certificate
Exhibit A-6 - Form of Face of Class A-6 Certificate
Exhibit A-7 - Form of Face of Class A-7 Certificate
Exhibit A-8 - Form of Face of Class A-8 Certificate
Exhibit A-9 - Form of Face of Class A-9 Certificate
Exhibit A-10 - Form of Face of Class A-10 Certificate
Exhibit A-11 - Form of Face of Class A-11 Certificate
Exhibit A-12 - Form of Face of Class A-12 Certificate
Exhibit A-13 - Form of Face of Class A-13 Certificate
Exhibit A-14 - Form of Face of Class A-14 Certificate
Exhibit A-PO - Form of Face of Class A-PO Certificate
Exhibit A-R - Form of Face of Class A-R Certificate
Exhibit A-LR - Form of Face of Class A-LR Certificate
Exhibit B-1 - Form of Face of Class B-1 Certificate
Exhibit B-2 - Form of Face of Class B-2 Certificate
Exhibit B-3 - Form of Face of Class B-3 Certificate
Exhibit B-4 - Form of Face of Class B-4 Certificate
Exhibit B-5 - Form of Face of Class B-5 Certificate
Exhibit B-6 - Form of Face of Class B-6 Certificate
Exhibit C - Form of Reverse of all Certificates
Exhibit D-1 - BA Mortgage Loan Schedule
Exhibit D-2 - NMC Mortgage Loan Schedule
Exhibit E - Request for Release of Documents
Exhibit F - Form of Certification of Establishment of Account
Exhibit G-1 - Form of Transferor's Certificate
Exhibit G-2A - Form 1 of Transferee's Certificate
Exhibit G-2B - Form 2 of Transferee's Certificate
Exhibit H - Form of Transferee Representation Letter
- for ERISA Restricted Certificates
Exhibit I - Form of Affidavit Regarding Transfer of
- Residual Certificates
Exhibit J - Contents of Servicing File
Exhibit K - PAC and TAC Tables
<PAGE>
POOLING AND SERVICING AGREEMENT
THIS POOLING AND SERVICING AGREEMENT, dated March 25, 1999, is
hereby executed by and among BANK OF AMERICA MORTGAGE SECURITIES, INC., as
depositor (together with its permitted successors and assigns, the "DEPOSITOR"),
NATIONSBANC MORTGAGE CORPORATION, as servicer (together with its permitted
successors and assigns, the "NMC SERVICER"), BANK OF AMERICA, FSB, as servicer
(together with its permitted successors and assigns, the "BA SERVICER" and,
together with the NMC Servicer, the "SERVICERS"), and THE BANK OF NEW YORK, as
trustee (together with its permitted successors and assigns, the "TRUSTEE").
W I T N E S S E T H T H A T:
In consideration of the mutual agreements herein contained, the
Depositor, the NMC Servicer, the BA Servicer and the Trustee agree as follows:
PRELIMINARY STATEMENT
In exchange for the Certificates, the Depositor hereby conveys the
Trust Estate to the Trustee to create the Trust. The Trust Estate for federal
income tax purposes will be treated as two separate real estate mortgage
investment conduits (the "UPPER-TIER REMIC" and the "LOWER-TIER REMIC,"
respectively, and each, a "REMIC"). The Class A Certificates (other than the
Class A-14, Class A-R and Class A-LR Certificates) and the Class B Certificates
are referred to collectively as the "REGULAR CERTIFICATES" and shall constitute
"regular interests" in the Upper-Tier REMIC. The Class A-14 PAC IO A Component,
the Class A-14 PAC IO B Component, the Class A-14 PAC Component, the Class A-14
TAC IO Component and the Class A-14 TAC Component (collectively, the
"Components") shall also constitute "regular interests" in the Upper-Tier REMIC.
The Uncertificated Lower-Tier Interests shall constitute the "regular interests"
in the Lower-Tier REMIC. The Class A-R Certificate shall be the "residual
interest" in the Upper-Tier REMIC and the Class A-LR Certificate shall be the
"residual interest" in the Lower-Tier REMIC. The Certificates will represent the
entire beneficial ownership interest in the Trust. The "latest possible maturity
date" for federal income tax purposes of all interests created hereby will be
the REMIC Certificate Maturity Date.
The following table sets forth characteristics of the Certificates
and the Components, together with the minimum denominations and integral
multiples in excess thereof in which the Classes of Certificates shall be
issuable (except that one Certificate of each Class of Certificates may be
issued in any amount in excess of the minimum denomination):
<PAGE>
============== =============== ============= ============== ===============
Integral
Initial Class Multiples
Certificate Pass-Through Minimum in Excess
Classes Balance Rate Denomination of Minimum
- -------------- --------------- ------------- -------------- ---------------
Class A-1 $100,000,000.00 6.50% $1,000 $1
- -------------- --------------- ------------- -------------- ---------------
Class A-2 $100,000,000.00 6.50% $1,000 $1
- -------------- --------------- ------------- -------------- ---------------
Class A-3 $26,800,000.00 6.50% $1,000 $1
- -------------- --------------- ------------- -------------- ---------------
Class A-4 $4,826,000.00 6.50% $1,000 $1
- -------------- --------------- ------------- -------------- ---------------
Class A-5 $7,621,000.00 6.50% $1,000 $1
- -------------- --------------- ------------- -------------- ---------------
Class A-6 $6,009,000.00 6.50% $1,000 $1
- -------------- --------------- ------------- -------------- ---------------
Class A-7 $8,456,429.00 6.90% $1,000 $1
- -------------- --------------- ------------- -------------- ---------------
Class A-8 $3,382,571.00 5.50% $1,000 $1
- -------------- --------------- ------------- -------------- ---------------
Class A-9 $325,000.00 6.50% $1,000 $1
- -------------- --------------- ------------- -------------- ---------------
Class A-10 $11,199,000.00 6.50% $1,000 $1
- -------------- --------------- ------------- -------------- ---------------
Class A-11 $50,559,000.00 5.75% $1,000 $1
- -------------- --------------- ------------- -------------- ---------------
Class A-12 $48,883,000.00 5.90% $1,000 $1
- -------------- --------------- ------------- -------------- ---------------
Class A-13 $76,367,000.00 6.35% $1,000 $1
- -------------- --------------- ------------- -------------- ---------------
Class A-14 $35,184,000.00 (1) $1,000 $1
- -------------- --------------- ------------- -------------- ---------------
Class A-PO $748.966.00 (2) $25,000 $1
- -------------- --------------- ------------- -------------- ---------------
Class A-R $100.00 6.50% $100 N/A
- -------------- --------------- ------------- -------------- ---------------
Class A-LR $100.00 6.50% $100 N/A
- -------------- --------------- ------------- -------------- ---------------
Class B-1 $10,758,098.00 6.50% $25,000 $1
- -------------- --------------- ------------- -------------- ---------------
Class B-2 $3,752,825.00 6.50% $25,000 $1
- -------------- --------------- ------------- -------------- ---------------
Class B-3 $1,751,319.00 6.50% $25,000 $1
- -------------- --------------- ------------- -------------- ---------------
Class B-4 $1,751,319.00 6.50% $25,000 $1
- -------------- --------------- ------------- -------------- ---------------
Class B-5 $1,000,754.00 6.50% $25,000 $1
- -------------- --------------- ------------- -------------- ---------------
Class B-6 $1,001,140.77 6.50% $25,000 $1
- -------------- --------------- ------------- -------------- ---------------
Components Initial Component
Component Rate
Balance or
Notional
Amount
- -------------- --------------- ------------- -------------- ---------------
Class A-14 $5,833,731.00 6.50% N/A N/A
PAC IO A
- -------------- --------------- ------------- -------------- ---------------
Class A-14 $4,512,277.00 6.50% N/A N/A
PAC IO B
- -------------- --------------- ------------- -------------- ---------------
Class A-14 $4,948,000.00 6.50% N/A N/A
PAC
- -------------- --------------- ------------- -------------- ---------------
Class A-14 $1,762,315.00 6.50% N/A N/A
TAC IO
- -------------- --------------- ------------- -------------- ---------------
Class A-14 $30,236,000.00 6.50% N/A N/A
TAC
============== =============== ============= ============== ===============
- ---------------
(1) The Class A-14 Certificates will be deemed for purposes of the distribution
of interest and principal to consist of five Components as described in the
table. The Components are not severable.
(2) The Class A-PO Certificates will be Principal-Only Certificates and will not
bear interest.
ARTICLE I
DEFINITIONS
Section 1.01 DEFINED TERMS. Whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires, shall have
the meanings specified in this Article:
1933 ACT: The Securities Act of 1933, as amended.
ACCRETION TERMINATION DATE: For (a) the Class A-10 Certificates will
be the earlier to occur of (i) the Distribution Date following the Distribution
Date on which the Class Certificate Balance of the Class A-13 Certificates and
the Component Balance of the Class A-14 TAC Component have been reduced to zero
or (ii) the Senior Credit Support Depletion Date and (b) the Class A-14 TAC
Component will be the earlier to occur of (i) the Distribution Date following
the Distribution Date on which the Class Certificate Balance of the Class A-13
Certificates has been reduced to zero or (ii) the Senior Credit Support
Depletion Date.
ACCRUAL COMPONENT: The Class A-14 TAC Component.
ACCRUAL DISTRIBUTION AMOUNT: For any Distribution Date and the Class
A-10 Certificates and the Accrual Component prior to the applicable Accretion
Termination Date, an amount with respect to such Class or Component equal to the
sum of (i) the amount allocated but not currently distributable as interest to
such Class or Component pursuant to Section 5.02(a)(i) that is attributable to
clause (i) of the definition of "Interest Distribution Amount" or "Component
Interest Distribution Amount," as applicable, and (ii) the amount allocated but
not currently distributable as interest to such Class or Component pursuant to
Section 5.02(a)(i) that is attributable to clause (ii) of the definition of
"Interest Distribution Amount" or "Component Interest Distribution Amount," as
applicable.
ACCRUED CERTIFICATE INTEREST: For any Distribution Date and each
interest-bearing Class (other than the Class A-14 Certificates), one month's
interest accrued during the related Interest Accrual Period at the applicable
Pass-Through Rate on the applicable Class Certificate Balance. For any
Distribution Date and the Class A-14 Certificates, the sum of Accrued Component
Interest for each Component.
ACCRUED COMPONENT INTEREST: For any Distribution Date and each
Component, one month's interest accrued during the related Interest Accrual
Period at the applicable Component Rate on the applicable Component Balance or
Notional Amount.
ADJUSTED POOL AMOUNT: With respect to any Distribution Date, the
Cut-Off Date Pool Principal Balance of the Mortgage Loans minus the sum of (i)
all amounts in respect of principal received in respect of the Mortgage Loans
(including, without limitation, amounts received as Monthly Payments, Periodic
Advances, Principal Prepayments, Liquidation Proceeds and Substitution
Adjustment Amounts) and distributed to Holders of Certificates on such
Distribution Date and all prior Distribution Dates and (ii) the principal
portion of all Realized Losses (other than Debt Service Reductions) incurred on
the Mortgage Loans from the Cut-Off Date through the end of the month preceding
such Distribution Date.
ADJUSTED POOL AMOUNT (PO PORTION): With respect to any Distribution
Date, the sum of the amounts, calculated as follows, with respect to all
Outstanding Mortgage Loans: the product of (i) the PO Percentage for each such
Mortgage Loan and (ii) the remainder of (A) the Cut-Off Date Principal Balance
of such Mortgage Loan minus (B) the sum of (x) all amounts in respect of
principal received in respect of such Mortgage Loan (including, without
limitation, amounts received as Monthly Payments, Periodic Advances, Principal
Prepayments, Liquidation Proceeds and Substitution Adjustment Amounts) and
distributed to Holders of the Certificates on such Distribution Date and all
prior Distribution Dates and (y) the principal portion of any Realized Loss
(other than a Debt Service Reduction) incurred on such Mortgage Loan from the
Cut-Off Date through the end of the month preceding such Distribution Date.
ADVANCE: A Periodic Advance or a Servicing Advance.
AGREEMENT: This Pooling and Servicing Agreement together with all
amendments hereof and supplements hereto.
AMOUNT HELD FOR FUTURE DISTRIBUTION: As to any Distribution Date,
the total of the amounts held in the Servicer Custodial Accounts at the close of
business on the preceding Determination Date on account of (i) Principal
Prepayments and Liquidation Proceeds received or made in the month of such
Distribution Date and (ii) payments which represent receipt of Monthly Payments
in respect of a Due Date or Due Dates subsequent to the related Due Date.
APPRAISED VALUE: With respect to any Mortgaged Property, either (i)
the lesser of (a) the appraised value determined in an appraisal obtained by the
originator at origination of such Mortgage Loan and (b) the sales price for such
property, except that, in the case of Mortgage Loans the proceeds of which were
used to refinance an existing mortgage loan, the Appraised Value of the related
Mortgaged Property is the appraised value thereof determined in an appraisal
obtained at the time of refinancing, or (ii) the appraised value determined in
an appraisal made at the request of a Mortgagor subsequent to origination in
order to eliminate the Mortgagor's obligation to keep a Primary Insurance Policy
in force.
ASSIGNMENT OF MORTGAGE: An individual assignment of the Mortgage,
notice of transfer or equivalent instrument in recordable form, sufficient under
the laws of the jurisdiction wherein the related Mortgaged Property is located
to give record notice of the sale of the Mortgage.
AUTHENTICATING AGENTS: As defined in Section 9.10.
BA MORTGAGE LOAN PURCHASE AGREEMENT: The Mortgage Loan Purchase
Agreement, dated March 25, 1999, between the BA Seller, as seller, and the
Depositor, as purchaser.
BA MORTGAGE LOANS: The Mortgage Loans serviced by the BA Servicer
and identified on EXHIBIT D-1 as such Exhibit is amended from time to time to
reflect the addition of Substitute Mortgage Loans and the deletion of Defective
Mortgage Loans pursuant to the provisions of this Agreement.
BA SELLER: Bank of America, FSB, a federal savings bank, or its
successor in interest, as seller of the BA Mortgage Loans under the BA Mortgage
Loan Purchase Agreement.
BA SERVICER: Bank of America, FSB, a federal savings bank, or its
successor in interest, in its capacity as servicer of the BA Mortgage Loans, or
any successor servicer appointed as herein provided.
BA SERVICER CUSTODIAL ACCOUNT: The separate Eligible Account or
Accounts created and maintained by the BA Servicer pursuant to Section 3.08(b).
BANKRUPTCY LOSS: Any Deficient Valuation or Debt Service Reduction.
BANKRUPTCY LOSS AMOUNT: As of any Distribution Date, the Initial
Bankruptcy Loss Amount less the aggregate amount of Bankruptcy Losses previously
incurred during the period from the Cut-Off Date through the last day of the
month preceding the month of such Distribution Date; provided, however, that
such amount may be reduced from time to time with the written consent of the
Rating Agencies provided that such reduction does not result in a downgrading to
the current rating of the Certificates.
BOOK-ENTRY CERTIFICATE: All Classes of Certificates other than the
Physical Certificates.
BUSINESS DAY: Any day other than (i) a Saturday or a Sunday or (ii)
a day on which banking institutions in the State of North Carolina, the State of
New York, the State of California, the State of Virginia, the state in which the
servicing offices of either Servicer are located or the state in which the
Corporate Trust Office is located are required or authorized by law or executive
order to be closed.
BUYDOWN AGREEMENT: An agreement governing the application of Buydown
Funds with respect to a Mortgage Loan.
BUYDOWN FUNDS: Money advanced by a builder, seller or other
interested party to reduce a Mortgagor's Monthly Payment during the initial
years of a Mortgage Loan.
CERTIFICATE: Any of the Bank of America Mortgage Securities, Inc.
Mortgage Pass-Through Certificates, Series 1999-2 that are issued pursuant to
this Agreement.
CERTIFICATE ACCOUNT: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 3.08(c) in the name of the Trustee
for the benefit of the Certificateholders and designated "The Bank of New York,
in trust for registered holders of Bank of America Mortgage Securities, Inc.
Mortgage Pass-Through Certificates, Series 1999-2." Funds in the Certificate
Account shall be held in trust for the Certificateholders for the uses and
purposes set forth in this Agreement.
CERTIFICATE BALANCE: With respect to any Certificate at any date,
the maximum dollar amount of principal to which the Holder thereof is then
entitled hereunder, such amount being equal to the product of the Percentage
Interest of such Certificate and the Class Certificate Balance of the Class of
Certificates of which such Certificate is a part.
CERTIFICATE OWNER: With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of a Book-Entry Certificate. With respect to
any Definitive Certificate, the Certificateholder of such Certificate.
CERTIFICATE REGISTER: The register maintained pursuant to Section
6.02.
CERTIFICATE REGISTRAR: The registrar appointed pursuant to Section
6.02.
CERTIFICATEHOLDER: The Person in whose name a Certificate is
registered in the Certificate Register, except that, solely for the purpose of
giving any consent pursuant to this Agreement, any Certificate registered in the
name of the Depositor, either Servicer or any affiliate thereof shall be deemed
not to be outstanding and the Percentage Interest and Voting Rights evidenced
thereby shall not be taken into account in determining whether the requisite
amount of Percentage Interests or Voting Rights, as the case may be, necessary
to effect any such consent has been obtained, unless such entity is the
registered owner of the entire Class of Certificates, provided that the Trustee
shall not be responsible for knowing that any Certificate is registered in the
name of such an affiliate unless one of its Responsible Officers has actual
knowledge.
CLASS: As to the Certificates, the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10,
Class A-11, Class A-12, Class A-13, Class A-14, Class A-PO, Class A-R, Class
A-LR, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6
Certificates, as the case may be.
CLASS A CERTIFICATES: The Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class
A-11, Class A-12, Class A-13, Class A-14, Class A-PO, Class A-R and Class A-LR
Certificates.
CLASS A-3 PERCENTAGE: As to any Distribution Date, the percentage
equivalent (carried to six places rounded up) of a fraction the numerator of
which is the Class Certificate Balance of the Class A-3 Certificates immediately
prior to such date and the denominator of which is the aggregate of the Class
Certificate Balances of all Classes of Senior Certificates (other than the Class
A-PO Certificates) immediately prior to such date.
CLASS A-3 PRINCIPAL DISTRIBUTION AMOUNT: As to any Distribution
Date, the lesser of (i) the Class Certificate Balance of the Class A-3
Certificates and (ii) the product of (a) the Class A-3 Shift Percentage, (b) the
Class A-3 Percentage and (c) the Senior Principal Distribution Amount.
CLASS A-3 SHIFT PERCENTAGE: As to any Distribution Date, the
percentage indicated below:
DISTRIBUTION DATE OCCURRING IN CLASS A-3 SHIFT PERCENTAGE
- ------------------------------ --------------------------
April 1999 through March 2004.................. 0%
April 2004 through March 2005.................. 30%
April 2005 through March 2006.................. 40%
April 2006 through March 2007.................. 60%
April 2007 through March 2008.................. 80%
April 2008 and thereafter...................... 100%
CLASS A-9 LOSS ALLOCATION AMOUNT: With respect to any Distribution
Date after the Senior Credit Support Depletion Date, the lesser of (a) the Class
Certificate Balance of the Class A-9 Certificates with respect to such
Distribution Date prior to any reduction for the Class A-9 Loss Allocation
Amount and (b) the sum of the Class A-14 PAC Component Loss Amount and the Class
A-14 TAC Component Loss Amount with respect to such Distribution Date.
CLASS A-14 PAC COMPONENT LOSS AMOUNT: With respect to any
Distribution Date after the Senior Credit Support Depletion Date, the amount, if
any, by which the Component Balance of the Class A-14 PAC Component would be
reduced as a result of the allocation of any Realized Loss (other than an Excess
Loss) to such Component pursuant to Section 5.03(a)(ii)(1) or the allocation of
any reduction pursuant to Section 5.03(b) to such Component, in each case
without regard to the operation of Section 5.03(f).
CLASS A-14 PAC IO A NOTIONAL AMOUNT: As to any Distribution Date and
the Class A-14 PAC IO A Component, 11.53846154% of the Class Certificate Balance
of the Class A-11 Certificates immediately prior to such date.
CLASS A-14 PAC IO B NOTIONAL AMOUNT: As to any Distribution Date and
the Class A-14 PAC IO B Component, 9.23076923% of the Class Certificate Balance
of the Class A-12 Certificates immediately prior to such date.
CLASS A-14 TAC COMPONENT LOSS AMOUNT: With respect to any
Distribution Date after the Senior Credit Support Depletion Date, the amount, if
any, by which the Component Balance of the Class A-14 TAC Component would be
reduced as a result of the allocation of any Realized Loss (other than an Excess
Loss) to such Component pursuant to Section 5.03(a)(ii)(1) or the allocation of
any reduction pursuant to Section 5.03(b) to such Component, in each case
without regard to the operation of Section 5.03(f).
CLASS A-14 TAC IO NOTIONAL AMOUNT: As to any Distribution Date and
the Class A-14 TAC IO Component, 2.30769231% of the Class Certificate Balance of
the Class A-13 Certificates immediately prior to such date.
CLASS A-PO DEFERRED AMOUNT: As to any Distribution Date prior to the
Senior Credit Support Depletion Date, the aggregate of the applicable PO
Percentage of each Realized Loss, other than an Excess Loss, to be allocated to
the Class A-PO Certificates on such Distribution Date or previously allocated to
the Class A-PO Certificates and not yet paid to the Holders of the Class A-PO
Certificates pursuant to Section 5.02(a)(iii).
CLASS B CERTIFICATES: The Class B-1, Class B-2, Class B-3, Class
B-4, Class B-5 and Class B-6 Certificates.
CLASS CERTIFICATE BALANCE: With respect to any Class (other than the
Class A-14 Certificates) and any date of determination, the Initial Class
Certificate Balance of such Class (plus, in the case of the Class A-10
Certificates, any Accrual Distribution Amounts previously allocated thereto)
minus the sum of (i) all distributions of principal made with respect thereto,
(ii) all Realized Losses allocated thereto pursuant to Section 5.03(a), (iii)
all other reductions in Class Certificate Balance previously allocated thereto
pursuant to Section 5.03(b) and (iv) in the case of the Class A-9 Certificates,
any reduction allocated thereto pursuant to Section 5.03(f). The Class
Certificate Balance of the Class A-14 Certificates will equal the sum of the
Component Balances of the Class A-14 PAC Component and the Class A-14 TAC
Component.
CLASS INTEREST SHORTFALL: For any Distribution Date and each
interest-bearing Class (other than the Class A-14 Certificates), the amount by
which Accrued Certificate Interest for such Class (as reduced pursuant to
Section 5.02(c)) exceeds the amount of interest actually distributed on such
Class (or, in the case of the Class A-10 Certificates prior to the applicable
Accretion Termination Date, the amount included in the Accrual Distribution
Amount pursuant to clause (i) of the definition thereof, but not distributed as
interest on the Class A-10 Certificates) on such Distribution Date pursuant to
clause (i) of the definition of "Interest Distribution Amount".
CLASS UNPAID INTEREST SHORTFALL: As to any Distribution Date and
each interest-bearing Class (other than the Class A-14 Certificates), the amount
by which the aggregate Class Interest Shortfalls for such Class on prior
Distribution Dates exceeds the amount of interest actually distributed on such
Class (or, in the case of the Class A-10 Certificates prior to the applicable
Accretion Termination Date, the amount included in the Accrual Distribution
Amount pursuant to clause (ii) of the definition thereof, but not distributed as
interest on the Class A-10 Certificates) on such prior Distribution Dates
pursuant to clause (ii) of the definition of "Interest Distribution Amount".
CLOSING DATE: March 25, 1999.
CODE: The Internal Revenue Code of 1986, as amended.
COMPENSATING INTEREST: As defined in Section 3.17.
COMPONENT BALANCE: With respect to the Class A-14 PAC Component and
Class A-14 TAC Component, and any date of determination, the Initial Component
Balance of such Component (plus, in the case of the Class A-14 TAC Component,
any Accrual Distribution Amounts previously allocated thereto) minus the sum of
(i) all distributions of principal made with respect thereto, (ii) all Realized
Losses allocated thereto pursuant to Section 5.03(a) and (iii) all other
reductions in Component Balance previously allocated thereto pursuant to Section
5.03(b); provided, however, that the Component Balance of such Component will
not be reduced pursuant to clauses (ii) and (iii) in accordance with the
provisions of Section 5.03(f). The Class A-14 PAC IO A Component, the Class A-14
PAC IO B Component and the Class A-14 TAC IO Component are interest-only
Components and have no Component Balance.
COMPONENT INTEREST DISTRIBUTION AMOUNT: For any Distribution Date
and each Component, the sum of (i) the Accrued Component Interest, subject to
reduction pursuant to Section 5.02(c), and (ii) any Component Unpaid Interest
Shortfall for such Component.
COMPONENT INTEREST SHORTFALL: For any Distribution Date and each
Component, the amount by which Accrued Component Interest for such Component (as
reduced pursuant to Section 5.02(c)) exceeds the amount of interest actually
distributed on such Component (or, in the case of the Class A-14 TAC Component
prior to the applicable Accretion Termination Date, the amount included in the
Accrual Distribution Amount pursuant to clause (i) of the definition thereof,
but not distributed as interest on the Class A-14 TAC Component) on such
Distribution Date pursuant to clause (i) of the definition of "Component
Interest Distribution Amount."
COMPONENT RATE: As to each Component, the per annum rate set forth
in the Preliminary Statement.
COMPONENT UNPAID INTEREST SHORTFALL: As to any Distribution Date and
Component, the amount by which the aggregate Component Interest Shortfalls for
such Component on prior Distribution Dates exceeds the amount of interest
actually distributed on such Component (including, in the case of the Class A-14
TAC Component prior to the applicable Accretion Termination Date, the amount
included in the Accrual Distribution Amount pursuant to clause (ii) of the
definition thereof, but not distributed as interest on the Class A-14 TAC
Component) on such prior Distribution Dates pursuant to clause (ii) of the
definition of "Component Interest Distribution Amount."
CORPORATE TRUST OFFICE: The principal office of the Trustee at which
at any particular time its certificate transfer services are conducted, which
office at the date of the execution of this instrument is located at 101 Barclay
Street - 12E, New York, New York 10286, Attention: Corporate Trust - MBS (Fax:
(212) 815-5309).
CORRESPONDING UPPER-TIER CLASS, CLASSES, COMPONENT OR COMPONENTS: As
to the following Uncertificated Lower-Tier Interests, the Corresponding
Upper-Tier Class, Classes, Component or Components, as follows:
UNCERTIFICATED LOWER-TIER Corresponding Upper-Tier Class,
INTEREST Classes, Component or Components
Class A-L1 Interest Class A-1 Certificates, Class A-2
Certificates, Class A-3
Certificates, Class A-4
Certificates, Class A-5
Certificates, Class A-6
Certificates, Class A-9
Certificates, Class A-10
Certificates, Class A14 PAC
Component and Class A-14 TAC
Component
Class A-L7 Interest Class A-7 Certificates
Class A-L8 Interest Class A-8 Certificates
Class A-L11 Interest Class A-11 Certificates and Class
A-14 PAC IO A Component
Class A-L12 Interest Class A-12 Certificates and Class
A-14 PAC IO B Component
Class A-L13 Interest Class A-13 Certificates and Class
A-14 TAC IO Component
Class A-LPO Interest Class A-PO Certificates
Class A-LUR Interest Class A-R Certificate
Class B-L1 Interest Class B-1 Certificates
Class B-L2 Interest Class B-2 Certificates
Class B-L3 Interest Class B-3 Certificates
Class B-L4 Interest Class B-4 Certificates
Class B-L5 Interest Class B-5 Certificates
Class B-L6 Interest Class B-6 Certificates
CUSTODIAN: Any Custodian appointed by the Trustee in accordance with
the terms of this Agreement.
CUSTOMARY SERVICING PROCEDURES: With respect to each Servicer,
procedures (including collection procedures) that such Servicer customarily
employs and exercises in servicing and administering mortgage loans for its own
account and which are in accordance with accepted mortgage servicing practices
of prudent lending institutions servicing mortgage loans of the same type as the
Mortgage Loans in the jurisdictions in which the related Mortgaged Properties
are located.
CUT-OFF DATE: March 1, 1999.
CUT-OFF DATE POOL PRINCIPAL BALANCE: The aggregate of the Cut-Off
Date Principal Balances of the Mortgage Loans which is $500,376,622.26.
CUT-OFF DATE PRINCIPAL BALANCE: As to any Mortgage Loan, the unpaid
principal balance thereof as of the close of business on the Cut-Off Date,
reduced by all installments of principal due on or prior thereto whether or not
paid.
DEBT SERVICE REDUCTION: As to any Mortgage Loan and any
Determination Date, the excess of (i) the Monthly Payment due on the related Due
Date under the terms of such Mortgage Loan over (ii) the amount of the monthly
payment of principal and/or interest required to be paid with respect to such
Due Date by the Mortgagor as established by a court of competent jurisdiction
(pursuant to an order which has become final and nonappealable) as a result of a
proceeding initiated by or against the related Mortgagor under the Bankruptcy
Code, as amended from time to time (11 U.S.C.); provided that no such excess
shall be considered a Debt Service Reduction so long as (a) the related Servicer
is pursuing an appeal of the court order giving rise to any such modification
and (b)(1) such Mortgage Loan is not in default with respect to payment due
thereunder in accordance with the terms of such Mortgage Loan as in effect on
the Cut-Off Date or (2) Monthly Payments are being advanced by the related
Servicer in accordance with the terms of such Mortgage Loan as in effect on the
Cut-Off Date.
DEBT SERVICE REDUCTION MORTGAGE LOAN: Any Mortgage Loan that became
the subject of a Debt Service Reduction.
DEFECTIVE MORTGAGE LOAN: Any Mortgage Loan which is required to be
cured, repurchased or substituted for pursuant to Sections 2.02 or 2.05.
DEFICIENT VALUATION: As to any Mortgage Loan and any Determination
Date, the excess of (i) the then outstanding indebtedness under such Mortgage
Loan over (ii) the secured valuation thereof established by a court of competent
jurisdiction (pursuant to an order which has become final and nonappealable) as
a result of a proceeding initiated by or against the related Mortgagor under the
Bankruptcy Code, as amended from time to time (11 U.S.C.), pursuant to which
such Mortgagor retained such Mortgaged Property; provided that no such excess
shall be considered a Deficient Valuation so long as (a) the related Servicer is
pursuing an appeal of the court order giving rise to any such modification and
(b)(1) such Mortgage Loan is not in default with respect to payments due
thereunder in accordance with the terms of such Mortgage Loan as in effect on
the Cut-Off Date or (2) Monthly Payments are being advanced by the related
Servicer in accordance with the terms of such Mortgage Loan as in effect on the
Cut-Off Date.
DEFICIENT VALUATION MORTGAGE LOAN: Any Mortgage Loan that became the
subject of a Deficient Valuation.
DEFINITIVE CERTIFICATES: As defined in Section 6.02(c)(iii).
DEPOSITOR: Bank of America Mortgage Securities, Inc., a Delaware
corporation, or its successor in interest, as depositor of the Trust Estate.
DEPOSITORY: The Depository Trust Company, the nominee of which is
Cede & Co., as the registered Holder of the Book-Entry Certificates or any
successor thereto appointed in accordance with this Agreement. The Depository
shall at all times be a "clearing corporation" as defined in Section 8-102(3) of
the Uniform Commercial Code of the State of New York.
DEPOSITORY PARTICIPANT: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
DETERMINATION DATE: As to any Distribution Date, the 16th day of the
month of the related Distribution Date or, if such 16th day is not a Business
Day, the Business Day immediately preceding such 16th day.
DISCOUNT MORTGAGE LOAN: Any Mortgage Loan with a Net Mortgage
Interest Rate that is less than 6.50% per annum.
DISTRIBUTION DATE: The 25th day of each month beginning in April
1999 (or, if such day is not a Business Day, the next Business Day).
DUE DATE: As to any Distribution Date and each Mortgage Loan, the
first day in the calendar month of such Distribution Date.
ELIGIBLE ACCOUNT: Any of (i) an account or accounts maintained with
(a) NationsBank, N.A. or any successor thereto, (b) Bank of America, FSB, or (c)
a federal or state chartered depository institution or trust company the
short-term unsecured debt obligations of which (or, in the case of a depository
institution or trust company that is the principal subsidiary of a holding
company, the debt obligations of such holding company) have the highest
short-term ratings of each Rating Agency at the time any amounts are held on
deposit therein, or (ii) an account or accounts in a depository institution or
trust company in which such accounts are insured by the FDIC (to the limits
established by the FDIC) and the uninsured deposits in which accounts are
otherwise secured such that, as evidenced by an Opinion of Counsel delivered to
the Trustee and to each Rating Agency, the Certificateholders have a claim with
respect to the funds in such account or a perfected first priority security
interest against any collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to claims of any other
depositors or creditors of the depository institution or trust company in which
such account is maintained, or (iii) a trust account or accounts maintained with
the trust department of a federal or state chartered depository institution or
trust company, acting in its fiduciary capacity or (iv) any other account
acceptable to each Rating Agency. Eligible Accounts may bear interest and may
include, if otherwise qualified under this definition, accounts maintained with
the Trustee.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA RESTRICTED CERTIFICATES: The Class A-9 and Class B
Certificates.
ESCROW ACCOUNT: As defined in Section 3.09.
ESCROW PAYMENTS: The amounts constituting taxes, assessments,
Primary Insurance Policy premiums, fire and hazard insurance premiums and other
payments as may be required to be escrowed by the Mortgagor with the mortgagee
pursuant to the terms of any Mortgage Note or Mortgage.
EVENT OF DEFAULT: As defined in Section 8.01.
EXCESS LOSSES: For any Distribution Date, the amount of any (i)
Fraud Losses in excess of the Fraud Loss Amount, (ii) Special Hazard Losses in
excess of the Special Hazard Loss Amount or (iii) Bankruptcy Losses in excess of
the Bankruptcy Loss Amount.
EXCESS PROCEEDS: With respect to any Liquidated Mortgage Loan, the
amount, if any, by which the sum of any Liquidation Proceeds of such Mortgage
Loan received in the calendar month in which such Mortgage Loan became a
Liquidated Mortgage Loan, net of any amounts previously reimbursed to the
related Servicer as Nonrecoverable Advance(s) with respect to such Mortgage Loan
pursuant to Section 3.11(a)(iii), exceeds (i) the unpaid principal balance of
such Liquidated Mortgage Loan as of the Due Date in the month in which such
Mortgage Loan became a Liquidated Mortgage Loan plus (ii) accrued interest at
the Mortgage Interest Rate from the Due Date as to which interest was last paid
or for which a Periodic Advance was made (and not reimbursed) up to the Due Date
applicable to the Distribution Date immediately following the calendar month
during which such liquidation occurred.
FDIC: The Federal Deposit Insurance Corporation, or any successor
thereto.
FHLMC: The Federal Home Loan Mortgage Corporation, or any successor
thereto.
FINAL DISTRIBUTION DATE: The Distribution Date on which the final
distribution in respect of the Certificates will be made pursuant to Section
10.01.
FINANCIAL MARKET SERVICE: Bloomberg Financial Service and any other
financial information provider designated by the Depositor by written notice to
the Trustee.
FIRREA: The Financial Institutions Reform, Recovery and Enforcement
Act of 1989, as amended.
FITCH: Fitch IBCA, Inc., or any successor thereto.
FNMA: Fannie Mae, or any successor thereto.
FRACTIONAL INTEREST: As defined in Section 5.02(d).
FRAUD LOSS: Realized Losses on Mortgage Loans as to which a loss is
sustained by reason of a default arising from fraud, dishonesty or
misrepresentation in connection with the related Mortgage Loan, including a loss
by reason of the denial of coverage under any related Primary Insurance Policy
because of such fraud, dishonesty or misrepresentation.
FRAUD LOSS AMOUNT: For each Distribution Date occurring during the
period from the Closing Date through the first anniversary of the Cut-Off Date,
the Initial Fraud Loss Amount reduced by the amount of Fraud Losses allocated to
the Certificates. Thereafter, the Fraud Loss Amount shall be equal to the lesser
of (i) the Initial Fraud Loss Amount reduced by the amount of Fraud Losses
allocated to the Certificates and (ii) for each Distribution Date occurring (a)
during the period from the day after the first anniversary through the third
anniversary of the Cut-Off Date, 1% of the Pool Stated Principal Balance, (b)
during the period from the day after the third anniversary through the fifth
anniversary of the Cut-Off Date, 0.5% of the Pool Stated Principal Balance, and
(c) after the fifth anniversary of the Cut-Off Date, zero.
HOLDER: A Certificateholder.
INDEPENDENT: When used with respect to any specified Person means
such a Person who (i) is in fact independent of the Depositor and the Servicers,
(ii) does not have any direct financial interest or any material indirect
financial interest in the Depositor or either Servicer or in an affiliate of any
of them, and (iii) is not connected with the Depositor or either Servicer as an
officer, employee, promoter, underwriter, trustee, partner, director or person
performing similar functions.
INDIRECT DEPOSITORY PARTICIPANT: A broker, dealer, bank or other
financial institution or other Person maintaining a custodial relationship with
a Depository Participant.
INITIAL BANKRUPTCY LOSS AMOUNT: $145,566.42.
INITIAL CLASS CERTIFICATE BALANCE: As to each Class of Certificates,
the Class Certificate Balance set forth in the Preliminary Statement.
INITIAL COMPONENT BALANCE: As to the Class A-14 PAC Component and
the Class A-14 TAC Component, the Component Balance set forth in the Preliminary
Statement. The Class A-14 PAC IO A Component, the Class A-14 PAC IO B Component
and the Class A-14 TAC IO Component are interest-only Components and have no
Initial Component Balance.
INITIAL FRAUD LOSS AMOUNT: $5,003,766.22.
INITIAL SPECIAL HAZARD AMOUNT: $5,093,858.04.
INSURANCE POLICY: With respect to any Mortgage Loan included in the
Trust Estate, any related insurance policy, including all riders and
endorsements thereto in effect, including any replacement policy or policies for
any Insurance Policies.
INSURANCE PROCEEDS: Proceeds paid by an insurer pursuant to any
Insurance Policy, in each case other than any amount included in such Insurance
Proceeds in respect of Insured Expenses.
INSURED EXPENSES: Expenses covered by an Insurance Policy or any
other insurance policy with respect to the Mortgage Loans.
INTEREST ACCRUAL PERIOD: As to any Distribution Date and each Class
of Certificates (other than the Class A-14 and Class A-PO Certificates) and each
Component, the period from and including the first day of the calendar month
preceding the calendar month of such Distribution Date to but not including the
first day of the calendar month of such Distribution Date.
INTEREST DISTRIBUTION AMOUNT: For any Distribution Date and each
interest-bearing Class (other than the Class A-14 Certificates), the sum of (i)
the Accrued Certificate Interest, subject to reduction pursuant to Section
5.02(c) and (ii) any Class Unpaid Interest Shortfall for such Class. For any
Distribution Date and the Class A-14 Certificates, the sum of the Component
Interest Distribution Amounts.
LIQUIDATED MORTGAGE LOAN: With respect to any Distribution Date, a
defaulted Mortgage Loan (including any REO Property) that was liquidated in the
calendar month preceding the month of such Distribution Date and as to which the
related Servicer has certified (in accordance with this Agreement) that it has
received all proceeds it expects to receive in connection with the liquidation
of such Mortgage Loan including the final disposition of an REO Property.
LIQUIDATION PROCEEDS: Amounts, including Insurance Proceeds,
received in connection with the partial or complete liquidation of defaulted
Mortgage Loans, whether through trustee's sale, foreclosure sale or otherwise or
amounts received in connection with any condemnation or partial release of a
Mortgaged Property and any other proceeds received in connection with an REO
Property, less the sum of related unreimbursed Servicing Fees and Advances.
LOAN-TO-VALUE RATIO: With respect to any Mortgage Loan and any date
of determination, the fraction, expressed as a percentage, the numerator of
which is the outstanding principal balance of the related Mortgage Loan at the
date of determination and the denominator of which is the Appraised Value of the
related Mortgaged Property.
LOWER-TIER DISTRIBUTION AMOUNT: As defined in Section 5.02(a).
LOWER-TIER REMIC: As defined in the Preliminary Statement, the
assets of which consist of the Mortgage Loans, such amounts as shall from time
to time be held in the Certificate Account, the insurance policies, if any,
relating to a Mortgage Loan and property which secured a Mortgage Loan and which
has been acquired by foreclosure or deed in lieu of foreclosure.
MONTHLY PAYMENT: The scheduled monthly payment on a Mortgage Loan
due on any Due Date allocable to principal and/or interest on such Mortgage Loan
which, unless otherwise specified herein, shall give effect to any related Debt
Service Reduction and any Deficient Valuation that affects the amount of the
monthly payment due on such Mortgage Loan.
MORTGAGE: The mortgage, deed of trust or other instrument creating a
first lien on a Mortgaged Property securing a Mortgage Note or creating a first
lien on a leasehold interest.
MORTGAGE FILE: The mortgage documents listed in Section 2.01
pertaining to a particular Mortgage Loan and any additional documents required
to be added to the Mortgage File pursuant to this Agreement.
MORTGAGE INTEREST RATE: As to any Mortgage Loan, the per annum rate
of interest at which interest accrues on the principal balance of such Mortgage
Loan in accordance with the terms of the related Mortgage Note.
MORTGAGE LOAN PURCHASE AGREEMENT: Each of the BA Mortgage Loan
Purchase Agreement and the NMC Mortgage Loan Purchase Agreement.
MORTGAGE LOAN SCHEDULE: The list of Mortgage Loans (as from time to
time amended by the applicable Servicer to reflect the addition of Substitute
Mortgage Loans and the deletion of Defective Mortgage Loans pursuant to the
provisions of this Agreement) transferred to the Trustee as part of the Trust
Estate and from time to time subject to this Agreement, attached hereto as
EXHIBIT D-1 and EXHIBIT D-2, setting forth the following information with
respect to each Mortgage Loan: (i) the Mortgage Loan identifying number; (ii) a
code indicating whether the Mortgaged Property is owner-occupied; (iii) the
property type for each Mortgaged Property; (iv) the original months to maturity
or the remaining months to maturity from the Cut-Off Date; (v) the Loan-to-Value
Ratio at origination; (vi) the Mortgage Interest Rate; (vii) the date on which
the first Monthly Payment was due on the Mortgage Loan, and, if such date is not
the Due Date currently in effect, such Due Date; (viii) the stated maturity
date; (ix) the amount of the Monthly Payment as of the Cut-Off Date; (x) the
paid-through date; (xi) the original principal amount of the Mortgage Loan;
(xii) the principal balance of the Mortgage Loan as of the close of business on
the Cut-Off Date, after application of payments of principal due on or before
the Cut-Off Date, whether or not collected, and after deduction of any payments
collected of scheduled principal due after the Cut-Off Date; (xiii) a code
indicating the purpose of the Mortgage Loan; (xiv) a code indicating the
documentation style; and (xv) the Appraised Value. With respect to the Mortgage
Loans in the aggregate, the Mortgage Loan Schedule shall set forth the following
information, as of the Cut-Off Date: (i) the number of Mortgage Loans; (ii) the
current aggregate outstanding principal balance of the Mortgage Loans; (iii) the
weighted average Mortgage Rate of the Mortgage Loans; and (iv) the weighted
average months to maturity of the Mortgage Loans.
MORTGAGE LOANS: Such of the mortgage loans transferred and assigned
to the Trustee pursuant to Section 2.01 as from time to time are held as a part
of the Trust Estate (including any Substitute Mortgage Loans and REO Property),
the Mortgage Loans originally so held being identified in the Mortgage Loan
Schedule.
MORTGAGE NOTE: The originally executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan,
together with all riders thereto and amendments thereof.
MORTGAGED PROPERTY: The underlying property securing a Mortgage
Loan.
MORTGAGOR: The obligor on a Mortgage Note.
NET MORTGAGE INTEREST RATE: As to any Mortgage Loan and Distribution
Date, such Mortgage Loan's Mortgage Interest Rate thereon on the first day of
the month preceding the month of the related Distribution Date reduced by the
related Servicing Fee Rate and the Trustee Fee Rate.
NMC MORTGAGE LOAN PURCHASE AGREEMENT: The Mortgage Loan Purchase
Agreement, dated March 25, 1999, between the NMC Seller, as seller, and the
Depositor, as purchaser.
NMC MORTGAGE LOANS: The Mortgage Loans serviced by the NMC Servicer
and identified on EXHIBIT D-2 as such Exhibit is amended from time to time to
reflect the addition of Substitute Mortgage Loans and the deletion of Defective
Mortgage Loans pursuant to the provisions of this Agreement.
NMC SELLER: NationsBanc Mortgage Corporation, a Texas corporation,
or its successor in interest, as seller of the NMC Mortgage Loans under the NMC
Mortgage Loan Purchase Agreement.
NMC SERVICER: NationsBanc Mortgage Corporation, a Texas corporation,
or its successor in interest, in its capacity as servicer of the NMC Mortgage
Loans, or any successor servicer appointed as herein provided.
NMC SERVICER CUSTODIAL ACCOUNT: The separate Eligible Account or
Accounts created and maintained by the NMC Servicer pursuant to Section 3.08(b).
NON-PO PERCENTAGE: As to any Discount Mortgage Loan, a fraction
(expressed as a percentage), the numerator of which is the Net Mortgage Interest
Rate of such Discount Mortgage Loan and the denominator of which is 6.50%. As to
any Mortgage Loan that is not a Discount Mortgage Loan, 100%.
NON-PO PRINCIPAL AMOUNT: As to any Distribution Date, the sum of the
applicable Non-PO Percentage of (a) the principal portion of each Monthly
Payment (without giving effect, prior to the reduction of the Bankruptcy Loss
Amount to zero, to any reductions thereof caused by any Debt Service Reductions)
due on each Mortgage Loan on the related Due Date, (b) the Stated Principal
Balance, as of the date of repurchase, of each Mortgage Loan that was
repurchased by the Depositor pursuant to this Agreement as of such Distribution
Date, (c) any Substitution Adjustment Amount in connection with a Defective
Mortgage Loan received with respect to such Distribution Date, (d) any
Liquidation Proceeds allocable to recoveries of principal of Mortgage Loans that
are not yet Liquidated Mortgage Loans received during the calendar month
preceding the month of such Distribution Date, (e) with respect to each Mortgage
Loan that became a Liquidated Mortgage Loan during the calendar month preceding
the month of such Distribution Date, the amount of Liquidation Proceeds
allocable to principal received during the calendar month preceding the month of
such Distribution Date with respect to such Mortgage Loan and (f) all Principal
Prepayments received during the calendar month preceding the month of such
Distribution Date.
NON-SUPPORTED INTEREST SHORTFALLS: As to any Distribution Date, the
amount, if any, by which the aggregate of Prepayment Interest Shortfalls exceeds
Compensating Interest for such Distribution Date.
NON-U.S. PERSON: A Person other than a U.S. Person.
NONRECOVERABLE ADVANCE: Any portion of an Advance previously made or
proposed to be made in respect of a Mortgage Loan which has not been previously
reimbursed and which, in the good faith judgment of the related Servicer, will
not or, in the case of a proposed Advance, would not be ultimately recoverable
from the related Mortgagor, related Liquidation Proceeds, or other recoveries in
respect of the related Mortgage Loan.
NOTIONAL AMOUNT: As to any Distribution Date, the Class A-14 PAC IO
A Notional Amount, the Class A-14 PAC IO B Notional Amount or the Class A-14 TAC
IO Notional Amount.
OFFERED CERTIFICATES: The Class A, Class B-1, Class B-2 and Class
B-3 Certificates.
OFFICER'S CERTIFICATE: A certificate signed by the Chairman of the
Board, Vice Chairman of the Board, President or a Vice President and by the
Treasurer, the Secretary or one of the Assistant Treasurers or Assistant
Secretaries, or any other duly authorized officer of the Depositor or either
Servicer, as the case may be, and delivered to the Trustee.
OPINION OF COUNSEL: A written opinion of counsel acceptable to the
Trustee, who may be counsel for the Depositor or a Servicer, except that any
opinion of counsel relating to the qualification of the Trust Estate as two
separate REMICs or compliance with the REMIC Provisions must be an opinion of
Independent counsel.
ORIGINAL FRACTIONAL INTEREST: With respect to each of the following
Classes of Subordinate Certificates, the corresponding percentage described
below, as of the Closing Date:
Class B-1 1.85%
Class B-2 1.10%
Class B-3 0.75%
Class B-4 0.40%
Class B-5 0.20%
Class B-6 0.00%
ORIGINAL SUBORDINATE CERTIFICATE BALANCE: $20,015,455.77.
OTS: The Office of Thrift Supervision.
OUTSTANDING MORTGAGE LOAN: As to any Due Date, a Mortgage Loan which
was not the subject of a Principal Prepayment in Full prior to such Due Date,
which did not become a Liquidated Mortgage Loan prior to such Due Date and which
was not purchased from the Trust prior to such Due Date pursuant to Sections
2.02 or 2.05.
OWNERSHIP INTEREST: As to any Certificate, any ownership or security
interest in such Certificate, including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or indirect, legal
or beneficial, as owner or as pledgee.
PAC PRINCIPAL AMOUNT: As to any Distribution Date and for the Class
A-11 or Class A-12 Certificates or the Class A-14 PAC Component, the amount, if
any, that would reduce the Class Certificate Balance or Component Balance
thereof to the balance shown in the tables set forth in EXHIBIT K with respect
to such Distribution Date.
PASS-THROUGH RATE: As to each Class of interest-bearing Certificates
(other than the Class A-14 Certificates), the per annum rate set forth in the
Preliminary Statement.
PAYING AGENT: As defined in Section 9.13.
PERCENTAGE INTEREST: As to any Certificate, the percentage obtained
by dividing the initial Certificate Balance of such Certificate by the Initial
Class Certificate Balance of the Class of which such Certificate is a part.
PERIODIC ADVANCE: The payment required to be made by a Servicer with
respect to any Distribution Date pursuant to Section 3.20, the amount of any
such payment being equal to the aggregate of Monthly Payments (net of the
Servicing Fee) on the Mortgage Loans (including any REO Property) serviced by
such Servicer that were due on the related Due Date and not received as of the
close of business on the related Determination Date, less the aggregate amount
of any such delinquent payments that such Servicer has determined would
constitute a Nonrecoverable Advance if advanced.
PERMITTED INVESTMENTS: One or more of the following:
(i) obligations of or guaranteed as to principal and interest by the
United States, FHLMC, FNMA or any agency or instrumentality of the
United States when such obligations are backed by the full faith and
credit of the United States; provided that such obligations of FHLMC
or FNMA shall be limited to senior debt obligations and mortgage
participation certificates other than investments in mortgage-backed
or mortgage participation securities with yields evidencing extreme
sensitivity to the rate of principal payments on the underlying
mortgages, which shall not constitute Permitted Investments
hereunder;
(ii) repurchase agreements on obligations specified in clause (i)
maturing not more than one month from the date of acquisition
thereof with a corporation incorporated under the laws of the United
States or any state thereof rated not lower than "A-1" by S&P and
"F-1" by Fitch;
(iii) federal funds, certificates of deposit, demand deposits, time
deposits and bankers' acceptances (which shall each have an original
maturity of not more than 90 days and, in the case of bankers'
acceptances, shall in no event have an original maturity of more
than 365 days or a remaining maturity of more than 30 days)
denominated in United States dollars of any U.S. depository
institution or trust company incorporated under the laws of the
United States or any state thereof, rated not lower than "A-1" by
S&P and "F-1" by Fitch;
(iv) commercial paper (having original maturities of not more than 365
days) of any corporation incorporated under the laws of the United
States or any state thereof which is rated not lower than "A-1" by
S&P and "F-1" by Fitch;
(v) investments in money market funds (including funds of the Trustee or
its affiliates, or funds for which an affiliate of the Trustee acts
as advisor, as well as funds for which the Trustee and its
affiliates may receive compensation) rated either "AAAm" or "AAAm G"
by S&P, and "AAA" by Fitch or otherwise approved in writing by each
Rating Agency; and
(vi) other obligations or securities that are acceptable to each Rating
Agency and, as evidenced by an Opinion of Counsel obtained by either
Servicer, will not affect the qualification of either of the REMICs
as a REMIC;
provided, however, that no instrument shall be a Permitted Investment if it
represents either (a) the right to receive only interest payments with respect
to the underlying debt instrument or (b) the right to receive both principal and
interest payments derived from obligations underlying such instrument and the
principal and interest with respect to such instrument provide a yield to
maturity greater than 120% of the yield to maturity at par of such underlying
obligations.
PERMITTED TRANSFEREE: Any Person other than (i) the United States,
or any State or any political subdivision thereof, or any agency or
instrumentality of any of the foregoing, (ii) a foreign government,
international organization or any agency or instrumentality of either of the
foregoing, (iii) an organization which is exempt from tax imposed by Chapter 1
of the Code (including the tax imposed by Section 511 of the Code on unrelated
business taxable income) (except certain farmers' cooperatives described in Code
Section 521), (iv) rural electric and telephone cooperatives described in Code
Section 1381(a)(2)(C) and (v) any other Person so designated by either Servicer
based on an Opinion of Counsel to the effect that any transfer to such Person
may cause the Trust or any other Holder of a Residual Certificate to incur tax
liability that would not be imposed other than on account of such transfer. The
terms "United States," "State" and "international organization" shall have the
meanings set forth in Code Section 7701 or successor provisions.
PERSON: Any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
PHYSICAL CERTIFICATES: The Class B-4, Class B-5, Class B-6, Class
A-R and Class A-LR Certificates.
PLAN: As defined in Section 6.02(e).
PO PERCENTAGE: As to any Discount Mortgage Loan, 100% minus the
Non-PO Percentage for such Mortgage Loan. As to any Mortgage Loan that is not a
Discount Mortgage Loan, 0%.
PO PRINCIPAL AMOUNT: As to any Distribution Date, the sum of the
applicable PO Percentage of (a) the principal portion of each Monthly Payment
(without giving effect, prior to the reduction of the Bankruptcy Loss Amount to
zero, to any reductions thereof caused by any Debt Service Reductions) due on
each Mortgage Loan on the related Due Date, (b) the Stated Principal Balance, as
of the date of repurchase, of each Mortgage Loan that was repurchased by the
related Seller or the Depositor pursuant to this Agreement as of such
Distribution Date, (c) any Substitution Adjustment Amount in connection with any
Defective Mortgage Loan received with respect to such Distribution Date, (d) any
Liquidation Proceeds allocable to recoveries of principal of Mortgage Loans that
are not yet Liquidated Mortgage Loans received during the calendar month
preceding the month of such Distribution Date, (e) with respect to each Mortgage
Loan that became a Liquidated Mortgage Loan during the calendar month preceding
the month of such Distribution Date, the amount of Liquidation Proceeds
allocable to principal received with respect to such Mortgage Loan during the
calendar month preceding the month of such Distribution Date with respect to
such Mortgage Loan and (f) all Principal Prepayments received during the
calendar month preceding the month of such Distribution Date.
POOL DISTRIBUTION AMOUNT: As to any Distribution Date, the excess of
(a) the sum of (i) the aggregate of (A) the interest portion of any Monthly
Payment (net of the Servicing Fee) and the principal portion of any Monthly
Payment due on the Due Date in the month in which such Distribution Date occurs
and which is received prior to the related Determination Date and (B) all
Periodic Advances and payments of Compensating Interest made by the Servicers in
respect of such Distribution Date deposited to the Servicer Custodial Accounts
pursuant to Section 3.08(b)(vii); (ii) all Liquidation Proceeds received during
the preceding calendar month and deposited to the Servicer Custodial Accounts
pursuant to Section 3.08(b)(iii); (iii) all Principal Prepayments received
during the month preceding the month of such Distribution Date and deposited to
the Servicer Custodial Accounts pursuant to Section 3.08(b)(i) during such
period; (iv) in connection with Defective Mortgage Loans, as applicable, the
aggregate of the Repurchase Prices and Substitution Adjustment Amounts deposited
on the related Remittance Date pursuant to Section 3.08(b)(vi); and (v) any
other amounts in the Servicer Custodial Accounts deposited therein pursuant to
Sections 3.08(b)(iv), (v) and (viii) in respect of such Distribution Date; over
(b) any (i) amounts permitted to be withdrawn from the Servicer Custodial
Accounts pursuant to clauses (i) through (vii), inclusive, of Section 3.11(a)
and (ii) amounts permitted to be withdrawn from the Certificate Account pursuant
to clauses (i) and (ii) of Section 3.11(b).
POOL STATED PRINCIPAL BALANCE: As to any Distribution Date, the
aggregate Stated Principal Balances of all Mortgage Loans that were Outstanding
Mortgage Loans immediately following the Due Date in the month of such
Distribution Date.
PREPAYMENT INTEREST SHORTFALL: As to any Distribution Date and each
Mortgage Loan subject to a Principal Prepayment received during the calendar
month preceding such Distribution Date, the amount, if any, by which one month's
interest at the related Mortgage Interest Rate (net of the Servicing Fee) on
such Principal Prepayment exceeds the amount of interest paid in connection with
such Principal Prepayment.
PRIMARY INSURANCE POLICY: Each policy of primary mortgage guaranty
insurance or any replacement policy therefor with respect to any Mortgage Loan,
in each case issued by an insurer acceptable to FNMA or FHLMC.
PRINCIPAL-ONLY CERTIFICATES: Any Class of Certificates entitled to
distributions of principal, but to no distributions of interest. The Class A-PO
Certificates are the sole Class of Principal-Only Certificates.
PRINCIPAL PREPAYMENT: Any payment or other recovery of principal on
a Mortgage Loan (other than Liquidation Proceeds) which is received in advance
of its scheduled Due Date and is not accompanied by an amount of interest
representing scheduled interest due on any date or dates in any month or months
subsequent to the month of prepayment.
PRINCIPAL PREPAYMENT IN FULL: Any Principal Prepayment of the entire
principal balance of a Mortgage Loan.
PRIVATE CERTIFICATES: The Class B-4, Class B-5 and Class B-6
Certificates.
PRO RATA SHARE: As to any Distribution Date and any Class of
Subordinate Certificates that is not a Restricted Class, the portion of the
Subordinate Principal Distribution Amount allocable to such Class, equal to the
product of the Subordinate Principal Distribution Amount for such Distribution
Date and a fraction, the numerator of which is the related Class Certificate
Balance thereof and the denominator of which is the aggregate Class Certificate
Balance of the Subordinate Certificates that are not Restricted Classes. The Pro
Rata Share of a Restricted Class shall be 0%.
QUALIFIED APPRAISER: An appraiser of a Mortgaged Property duly
appointed by the originator of the related Mortgage Loan, who had no interest,
direct or indirect, in such Mortgaged Property or in any loan made on the
security thereof, whose compensation is not affected by the approval or
disapproval of the related Mortgage Loan and who met the minimum qualifications
of FNMA or FHLMC.
RATING AGENCY: Each of Fitch and S&P. If either such organization or
a successor is no longer in existence, "Rating Agency" shall be such nationally
recognized statistical rating organization, or other comparable Person, as is
designated by the Depositor, notice of which designation shall be given to the
Trustee. References herein to a given rating or rating category of a Rating
Agency shall mean such rating category without giving effect to any modifiers.
REALIZED LOSS: With respect to each Liquidated Mortgage Loan, an
amount as of the date of such liquidation, equal to (i) the unpaid principal
balance of the Liquidated Mortgage Loan as of the date of such liquidation, plus
(ii) interest at the Net Mortgage Interest Rate from the Due Date as to which
interest was last paid or advanced (and not reimbursed) to Certificateholders up
to the Due Date in the month in which Liquidation Proceeds are required to be
distributed on the Stated Principal Balance of such Liquidated Mortgage Loan
from time to time, minus (iii) the Liquidation Proceeds, if any, received during
the month in which such liquidation occurred, to the extent applied as
recoveries of interest at the Net Mortgage Interest Rate and to principal of the
Liquidated Mortgage Loan. With respect to each Mortgage Loan that has become the
subject of a Deficient Valuation, if the principal amount due under the related
Mortgage Note has been reduced, the difference between the principal balance of
the Mortgage Loan outstanding immediately prior to such Deficient Valuation and
the principal balance of the Mortgage Loan as reduced by the Deficient
Valuation. With respect to each Mortgage Loan that has become the subject of a
Debt Service Reduction and any Distribution Date, the amount, if any, by which
the principal portion of the related Monthly Payment has been reduced.
RECORD DATE: The last day of the month (or, if such day is not a
Business Day, the preceding Business Day) preceding the month of the related
Distribution Date.
REFINANCE MORTGAGE LOAN: Any Mortgage Loan the proceeds of which
were not used to purchase the related Mortgaged Property.
REGULAR CERTIFICATES: As defined in the Preliminary Statement
hereto.
RELIEF ACT: The Soldiers' and Sailors' Civil Relief Act of 1940, as
amended.
RELIEF ACT REDUCTION: With respect to any Distribution Date, for any
Mortgage Loan as to which there has been a reduction in the amount of interest
collectible thereon for the most recently ended calendar month as a result of
the application of the Relief Act, the amount, if any, by which (i) interest
collectible on such Mortgage Loan for the most recently ended calendar month is
less than (ii) interest accrued pursuant to the terms of the Mortgage Note on
the same principal amount and for the same period as the interest collectible on
such Mortgage Loan for the most recently ended calendar month.
REMIC: A "real estate mortgage investment conduit" within the
meaning of Section 860D of the Code.
REMIC CERTIFICATE MATURITY DATE: The "latest possible maturity date"
of the Regular Certificates as that term is defined in Section 2.08.
REMIC PROVISIONS: Provisions of the federal income tax law relating
to real estate mortgage investment conduits, which appear at Section 860A
through 860G of Subchapter M of Chapter 1 of the Code, and related provisions,
and regulations promulgated thereunder, as the foregoing may be in effect from
time to time, as well as provisions of applicable state laws.
REMITTANCE DATE: As to any Distribution Date, by 2:00 p.m. Eastern
time on the Business Day immediately preceding such Distribution Date.
REO DISPOSITION PERIOD: As defined in Section 3.14.
REO PROCEEDS: Proceeds, net of any related expenses of the related
Servicer, received in respect of any REO Property (including, without
limitation, proceeds from the rental of the related Mortgaged Property) which
are received prior to the final liquidation of such Mortgaged Property.
REO PROPERTY: A Mortgaged Property acquired by a Servicer on behalf
of the Trust through foreclosure or deed-in-lieu of foreclosure in connection
with a defaulted Mortgage Loan.
REPURCHASE PRICE: As to any Defective Mortgage Loan repurchased on
any date pursuant to Sections 2.02 or 2.05, an amount equal to the sum of (i)
the unpaid principal balance thereof and (ii) the unpaid accrued interest
thereon at the applicable Mortgage Interest Rate from the Due Date to which
interest was last paid by the Mortgagor to the first day of the month following
the month in which such Mortgage Loan became eligible to be repurchased.
REQUEST FOR RELEASE: The Request for Release submitted by a Servicer
to the Trustee or the Custodian on behalf of the Trustee, substantially in the
form of EXHIBIT E.
REQUIRED INSURANCE POLICY: With respect to any Mortgage Loan, any
insurance policy which is required to be maintained from time to time under this
Agreement in respect of such Mortgage Loan.
RESIDUAL CERTIFICATE: Either of the Class A-R or Class A-LR
Certificate.
RESPONSIBLE OFFICER: When used with respect to the Trustee, any
officer of the Corporate Trust Department of the Trustee, including any Senior
Vice President, any Vice President, any Assistant Vice President, any Assistant
Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of
the Trustee customarily performing functions similar to those performed by any
of the above designated officers and having responsibility for the
administration of this Agreement.
RESTRICTED CLASSES: As defined in Section 5.02(d).
S&P: Standard & Poor's, a division of The McGraw-Hill Companies,
Inc., or any successor thereto.
SELLER: With respect to the BA Loans, the BA Seller and, with
respect to the NMC Loans, the NMC Seller.
SENIOR CERTIFICATES: The Class A Certificates.
SENIOR CREDIT SUPPORT DEPLETION DATE: The date on which the
aggregate Class Certificate Balance of the Subordinate Certificates is reduced
to zero.
SENIOR PERCENTAGE: With respect to any Distribution Date, the
percentage, carried six places rounded up, obtained by dividing the aggregate
Class Certificate Balance of the Senior Certificates (other than the Class A-PO
Certificates) immediately prior to such Distribution Date by the aggregate Class
Certificate Balance of all Classes of Certificates (other than the Class A-PO
Certificates) immediately prior to such Distribution Date.
SENIOR PREPAYMENT PERCENTAGE: For any Distribution Date during the
five years beginning on the first Distribution Date, 100%. The Senior Prepayment
Percentage for any Distribution Date occurring on or after the fifth anniversary
of the first Distribution Date will, except as provided herein, be as follows:
for any Distribution Date in the first year thereafter, the Senior Percentage
plus 70% of the Subordinate Percentage for such Distribution Date; for any
Distribution Date in the second year thereafter, the Senior Percentage plus 60%
of the Subordinate Percentage for such Distribution Date; for any Distribution
Date in the third year thereafter, the Senior Percentage plus 40% of the
Subordinate Percentage for such Distribution Date; for any Distribution Date in
the fourth year thereafter, the Senior Percentage plus 20% of the Subordinate
Percentage for such Distribution Date; and for any Distribution Date in the
fifth or later years thereafter, the Senior Percentage for such Distribution
Date (unless on any of the foregoing Distribution Dates the Senior Percentage
exceeds the initial Senior Percentage, in which case the Senior Prepayment
Percentage for such Distribution Date will once again equal 100%).
Notwithstanding the foregoing, no decrease in the Senior Prepayment Percentage
will occur unless both of the Senior Step Down Conditions are satisfied.
SENIOR PRINCIPAL DISTRIBUTION AMOUNT: As to any Distribution Date,
the sum of (i) the Senior Percentage of the applicable Non-PO Percentage of all
amounts described in clauses (a) through (d) of the definition of "Non-PO
Principal Amount" for such Distribution Date and (ii) the Senior Prepayment
Percentage of the applicable Non-PO Percentage of the amounts described in
clauses (e) and (f) of the definition of "Non-PO Principal Amount" for such
Distribution Date; provided, however, that if a Debt Service Reduction that is
an Excess Loss is sustained with respect to a Mortgage Loan that is not a
Liquidated Mortgage Loan, the Senior Principal Distribution Amount will be
reduced on the related Distribution Date by the Senior Percentage of the Non-PO
Percentage of the principal portion of such Debt Service Reduction.
SENIOR STEP DOWN CONDITIONS: As of any Distribution Date as to which
any decrease in the Senior Prepayment Percentage applies, (i) the outstanding
principal balance of all Mortgage Loans (including, for this purpose, any
Mortgage Loans in foreclosure or any REO Property) delinquent 60 days or more
(averaged over the preceding six month period), as a percentage of the aggregate
Class Certificate Balance of the Subordinate Certificates (averaged over the
preceding six-month period), is not equal to or greater than 50% or (ii)
cumulative Realized Losses with respect to the Mortgage Loans as of the
applicable Distribution Date do not exceed the percentages of the Original
Subordinate Certificate Balance set forth below:
PERCENTAGE OF
ORIGINAL SUBORDINATE
DISTRIBUTION DATE OCCURRING CERTIFICATE BALANCE
- --------------------------- -------------------
April 2004 through March 2005 30%
April 2005 through March 2006 35%
April 2006 through March 2007 40%
April 2007 through March 2008 45%
April 2008 and thereafter 50%
SERVICER: With respect to the BA Mortgage Loans, the BA Servicer
and, with respect to the NMC Mortgage Loans, the NMC Servicer.
SERVICER ADVANCE DATE: As to any Distribution Date, 11:30 a.m.,
Eastern time, on the Business Day immediately preceding such Distribution Date.
SERVICER CUSTODIAL ACCOUNT: The NMC Servicer Custodial Account or
the BA Servicer Custodial Account, as applicable.
SERVICER'S CERTIFICATE: The monthly report required by Section 4.01.
SERVICING ADVANCES: All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in the performance by either Servicer of its
servicing obligations, including, but not limited to (i) the preservation,
restoration and protection of a Mortgaged Property, (ii) expenses reimbursable
to such Servicer pursuant to Section 3.14 and any enforcement or judicial
proceedings, including foreclosures, (iii) the management and liquidation of any
REO Property and (iv) compliance with the obligations under Section 3.12.
SERVICING FEE: With respect to each Mortgage Loan and Distribution
Date, the amount of the fee payable to the related Servicer, which shall, for
such Distribution Date, be equal to one-twelfth of the product of the Servicing
Fee Rate with respect to such Mortgage Loan and the Stated Principal Balance of
such Mortgage Loan, subject to reduction as provided in Section 3.17. Such fee
shall be payable monthly, computed on the basis of the same Stated Principal
Balance and period respecting which any related interest payment on a Mortgage
Loan is computed. Each Servicer's right to receive the Servicing Fee is limited
to, and payable solely from, the interest portion (including recoveries with
respect to interest from Liquidation Proceeds and other proceeds, to the extent
permitted by Section 3.11) of related Monthly Payments collected by such
Servicer, or as otherwise provided under Section 3.11.
SERVICING FEE RATE: With respect to each Mortgage Loan, the per
annum rate equal to (i) the related Mortgage Interest Rate less (ii) the sum of
6.50% and the Trustee Fee Rate; provided, however, that the Servicing Fee Rate
will not be less than 0.25% per annum with respect to any Mortgage Loan.
SERVICING FILE: The items pertaining to a particular Mortgage Loan
referred to in EXHIBIT J hereto, and any additional documents required to be
added to the Servicing File pursuant to the Agreement.
SERVICING OFFICER: Any officer of a Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name appears on a list of servicing officers furnished to the Trustee by such
Servicer, as such list may from time to time be amended.
SIMILAR LAW: As defined in Section 6.02(e).
SPECIAL HAZARD LOSS: As to a Mortgaged Property, any Realized Loss
on account of direct physical loss, exclusive of (i) any loss covered by a
hazard policy or a flood insurance policy maintained in respect of such
Mortgaged Property pursuant to Section 3.12 and (ii) any loss caused by or
resulting from:
(a) (i) wear and tear, deterioration, rust or corrosion, mold, wet
or dry rot; inherent vice or latent defect; animals, birds, vermin or insects;
or
(ii) settling, subsidence, cracking, shrinkage, building or
expansion of pavements, foundations, walls, floors, roofs or ceilings;
(b) errors in design, faulty workmanship or faulty materials, unless
the collapse of the property or a part thereof ensues and then only for the
ensuing loss;
(c) nuclear or chemical reaction or nuclear radiation or radioactive
or chemical contamination, all whether controlled or uncontrolled, and whether
such loss is direct or indirect, proximate or remote; or
(d) (i) hostile or warlike action in time of peace or war, including
action in hindering, combating or defending against an actual, impending or
expected attack (A) by any government or sovereign power (de jure or de facto),
or by any authority maintaining or using military, naval or air forces; or (B)
by military, naval or air forces; or (C) by an agent of any such government,
power, authority or forces;
(ii) any weapon of war or facility for producing same employing
atomic fission, radioactive force or chemical or biological contaminants,
whether in time of peace or war; or
(iii) insurrection, rebellion, revolution, civil war, usurped power
or action taken by governmental authority in hindering, combating or
defending against such an occurrence, seizure or destruction under
quarantine or customs regulations, confiscation by order of any government
or public authority, or risks of contraband or illegal transportation or
trade.
SPECIAL HAZARD LOSS AMOUNT: As to any Distribution Date, the lesser
of (a) the greatest of (i) 1% of the Pool Stated Principal Balance of the
Mortgage Loans, (ii) twice the principal balance of the largest Mortgage Loan,
and (iii) the aggregate principal balance of all Mortgage Loans secured by
Mortgaged Properties located in the single California five-digit postal zip code
having the highest aggregate principal balance of any zip code area (all
principal balances to be calculated as of the first day of the month preceding
such Distribution Date after giving effect to Monthly Payments then due, whether
or not paid) and (b) the Initial Special Hazard Loss Amount, reduced (but not
below zero) by the amount of Realized Losses in respect of Special Hazard
Mortgage Loans previously incurred during the period from the Cut-Off Date
through the last day of the month preceding the month of such Distribution Date.
The Special Hazard Loss Amount may be further reduced from time to time below
the amounts specified above with the written consent of the Rating Agencies and
without resulting in a downgrading to the then-current rating of the
Certificates.
SPECIAL HAZARD MORTGAGE LOAN: Any Liquidated Mortgage Loan as to
which the ability to recover thereon was substantially impaired by reason of a
hazard or loss not covered by a hazard policy or flood insurance policy
maintained in respect of such Mortgaged Property pursuant to Section 3.12.
STATED PRINCIPAL BALANCE: As to any Mortgage Loan and date, the
unpaid principal balance of such Mortgage Loan as of the Due Date immediately
preceding such date as specified in the amortization schedule at the time
relating thereto (before any adjustment to such amortization schedule by reason
of any moratorium or similar waiver or grace period) after giving effect to any
previous partial Principal Prepayments and Liquidation Proceeds allocable to
principal (other than with respect to any Liquidated Mortgage Loan) and to the
payment of principal due on such Due Date and irrespective of any delinquency in
payment by the related Mortgagor, and after giving effect to any Deficient
Valuation.
SUBORDINATE CERTIFICATES: The Class B Certificates.
SUBORDINATE PERCENTAGE: As of any Distribution Date, 100% minus the
Senior Percentage for such Distribution Date.
SUBORDINATE PREPAYMENT PERCENTAGE: As to any Distribution Date, 100%
minus the Senior Prepayment Percentage for such Distribution Date.
SUBORDINATE PRINCIPAL DISTRIBUTION AMOUNT: With respect to any
Distribution Date, an amount equal to the sum of (i) the Subordinate Percentage
of the applicable Non-PO Percentage of all amounts described in clauses (a)
through (d) of the definition of "Non-PO Principal Amount" for such Distribution
Date and (ii) the Subordinate Prepayment Percentage of the applicable Non-PO
Percentage of the amounts described in clauses (e) and (f) of the definition of
"Non-PO Principal Amount" for such Distribution Date; provided, however, that if
a Debt Service Reduction that is an Excess Loss is sustained with respect to a
Mortgage Loan that is not a Liquidated Mortgage Loan, the Subordinate Principal
Distribution Amount will be reduced on the related Distribution Date by the
Subordinate Percentage of the applicable Non-PO Percentage of the principal
portion of such Debt Service Reduction.
SUBSERVICER: Any Person with which a Servicer has entered into a
Subservicing Agreement and which satisfies the requirements set forth therein.
SUBSERVICING AGREEMENT: Any subservicing agreement between a
Servicer and any Subservicer relating to servicing and/or administration of
certain Mortgage Loans as provided in Section 3.02.
SUBSTITUTE MORTGAGE LOAN: A Mortgage Loan substituted for a
Defective Mortgage Loan which must, on the date of such substitution (i) have a
Stated Principal Balance, after deduction of the principal portion of the
Monthly Payment due in the month of substitution, not in excess of, and not more
than 10% less than, the Stated Principal Balance of the Defective Mortgage Loan;
(ii) have a Net Mortgage Interest Rate equal to that of the Defective Mortgage
Loan; (iii) have a Loan-to-Value Ratio not higher than that of the Defective
Mortgage Loan; (iv) have a remaining term to maturity not greater than (and not
more than one year less than) that of the Defective Mortgage Loan; and (v)
comply with each Mortgage Loan representation and warranty set forth in the Sale
Agreement relating to the Defective Mortgage Loan. More than one Substitute
Mortgage Loan may be substituted for a Defective Mortgage Loan if such
Substitute Mortgage Loans meet the foregoing attributes in the aggregate.
SUBSTITUTION ADJUSTMENT AMOUNT: As defined in Section 2.02.
TAC GROUP: The Class A-13 Certificates and the Class A-14 TAC
Component, collectively.
TAC PRINCIPAL AMOUNT: As to any Distribution Date and for the TAC
Group, the amount, if any, that would reduce the balance of the TAC Group to the
balance shown in the table set forth in EXHIBIT K with respect to such
Distribution Date.
TAX MATTERS PERSON: The person designated as "tax matters person" in
accordance with Section 5.06 and the manner provided under Treasury Regulation
ss. 1.860F-4(d) and Treasury Regulation ss. 301.6231(a)(7)-1.
TREASURY REGULATIONS: The final and temporary regulations
promulgated under the Code by the U.S. Department of the Treasury.
TRUST: The trust created by this Agreement.
TRUST ESTATE: The corpus of the Trust created to the extent
described herein, consisting of the Mortgage Loans, such assets as shall from
time to time be identified as deposited in the Servicer Custodial Accounts or
the Certificate Account, in accordance with this Agreement, REO Property, the
Primary Insurance Policies and any other Required Insurance Policy.
TRUSTEE: The Bank of New York, and its successors-in-interest and,
if a successor trustee is appointed hereunder, such successor, as trustee.
TRUSTEE FEE: As to any Distribution Date, an amount equal to
one-twelfth of the Trustee Fee Rate multiplied by the aggregate Stated Principal
Balance of the Mortgage Loans immediately following the Due Date in the month
preceding the month in which such Distribution Date occurs.
TRUSTEE FEE RATE: With respect to each Mortgage Loan, 0.0035% per
annum.
UNCERTIFICATED LOWER-TIER INTEREST: A regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and is
entitled to monthly distributions as provided in Section 5.02(a) hereof. Any of
the Class A-L1, Class A-L7, Class A-L8, Class A-L11, Class A-L12, Class A-L13,
Class A-LPO, Class A-LUR, Class B-L1, Class B-L2, Class B-L3, Class B-L4, Class
B-L5 and Class B-L6 Interests are Uncertificated Lower-Tier Interests.
UNDERWRITING GUIDELINES: The underwriting guidelines of the Bank of
America, FSB or NationsBanc Mortgage Corporation, as applicable.
UPPER-TIER CERTIFICATE: Any one of the Class A Certificates (other
than the Class A-LR Certificate) and the Class B Certificates.
UPPER-TIER CERTIFICATE ACCOUNT: The separate Eligible Account
established and maintained by the Trustee pursuant to Section 3.08(f).
UPPER-TIER REMIC: As defined in the Preliminary Statement, the
assets of which consist of the Uncertificated Lower-Tier Interests and such
amounts as shall from time to time be held in the Upper-Tier Certificate
Account.
U.S. PERSON: A citizen or resident of the United States, a
corporation or partnership (except to the extent provided in applicable Treasury
Regulations) created or organized in or under the laws of the United States, any
State thereof or the District of Columbia, including an entity treated as a
corporation or partnership for federal income tax purposes, an estate that is
subject to United States federal income tax, regardless of the source of its
income, or a trust, if a court within the United States is able to exercise
primary supervision over the administration of such trust, and one or more such
U.S. Persons have the authority to control all substantial decisions of such
trust (or, to the extent provided in applicable Treasury Regulations, certain
trusts in existence on August 20, 1996 which are eligible to elect to be treated
as U.S. Persons).
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, (a) 1% of all Voting Rights shall be allocated to the Holders of
the Residual Certificates, and (b) the remaining Voting Rights shall be
allocated among Holders of the remaining Classes of Certificates in proportion
to the Certificate Balances of their respective Certificates on such date.
Section 1.02 INTEREST CALCULATIONS. All calculations of interest
will be made on a 360-day year consisting of twelve 30-day months. All dollar
amounts calculated hereunder shall be rounded to the nearest penny with one-half
of one penny being rounded down.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 CONVEYANCE OF MORTGAGE LOANS.
(a) The Depositor, concurrently with the execution and delivery
hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the
Trustee on behalf of the Trust for the benefit of the Certificateholders,
without recourse, all the right, title and interest of the Depositor in and to
the Mortgage Loans, including all interest and principal received on or with
respect to the Mortgage Loans (other than payments of principal and interest due
and payable on the Mortgage Loans on or before the Cut-Off Date). The foregoing
sale, transfer, assignment and set over does not and is not intended to result
in a creation of an assumption by the Trustee of any obligation of the Depositor
or any other Person in connection with the Mortgage Loans or any agreement or
instrument relating thereto, except as specifically set forth herein.
(b) In connection with such transfer and assignment, the Depositor
has delivered or caused to be delivered to the Trustee, for the benefit of the
Certificateholders, the following documents or instruments with respect to each
Mortgage Loan so assigned:
(i) the original Mortgage Note, endorsed by manual or facsimile
signature in the following form: "Pay to the order of The Bank of New
York, as Trustee, without recourse," with all necessary intervening
endorsements showing a complete chain of endorsement from the originator
to the Trustee (each such endorsement being sufficient to transfer all
right, title and interest of the party so endorsing, as noteholder or
assignee thereof, in and to that Mortgage Note);
(ii) except as provided below, the original recorded Mortgage
with evidence of a recording thereon, or if any such Mortgage has not been
returned from the applicable recording office or has been lost, or if such
public recording office retains the original recorded Mortgage, a copy of
such Mortgage certified by the Depositor as being a true and correct copy
of the Mortgage;
(iii) subject to the proviso at the end of this paragraph, a duly
executed Assignment of Mortgage to "The Bank of New York, as trustee for
the holders of the Bank of America Mortgage Securities, Inc. Mortgage
Pass-Through Certificates, Series 1999-2" (which may be included in a
blanket assignment or assignments), together with, except as provided
below, originals of all interim recorded assignments of such mortgage or a
copy of such interim assignment certified by the Depositor as being a true
and complete copy of the original recorded intervening assignments of
Mortgage (each such assignment, when duly and validly completed, to be in
recordable form and sufficient to effect the assignment of and transfer to
the assignee thereof, under the Mortgage to which the assignment relates);
provided that, if the related Mortgage has not been returned from the
applicable public recording office, such Assignment of Mortgage may
exclude the information to be provided by the recording office;
(iv) the originals of all assumption, modification, consolidation
or extension agreements, if any, with evidence of recording thereon, if
any;
(v) the original or duplicate original mortgagee title insurance
policy and all riders thereto;
(vi) the original of any guarantee executed in connection with
the Mortgage Note;
(vii) for each Mortgage Loan which is secured by a residential
long-term lease, a copy of the lease with evidence of recording indicated
thereon, or, if the lease is in the process of being recorded, a photocopy
of the lease, certified by an officer of the respective prior owner of
such Mortgage Loan or by the applicable title insurance company,
closing/settlement/escrow agent or company or closing attorney to be a
true and correct copy of the lease transmitted for recordation; and
(viii) the original of any security agreement, chattel mortgage
or equivalent document executed in connection with the Mortgage;
provided, however, that on the Closing Date, with respect to item (iii), the
Depositor has delivered to the Trustee a copy of such Assignment of Mortgage in
blank and has caused the related Servicer to retain the completed Assignment of
Mortgage for recording as described below. In addition, if the Depositor is
unable to deliver or cause the delivery of any original Mortgage Note due to the
loss of such original Mortgage Note, the Depositor may deliver a copy of such
Mortgage Note, together with a lost note affidavit, and shall thereby be deemed
to have satisfied the document delivery requirements of this Section 2.01(b).
If in connection with any Mortgage Loans, the Depositor cannot
deliver (A) the Mortgage, (B) all interim recorded assignments, (C) all
assumption, modification, consolidation or extension agreements, if any, or (D)
the lender's title policy (together with all riders thereto) satisfying the
requirements of clause (ii), (iii), (iv) or (v) above, respectively,
concurrently with the execution and delivery hereof because such document or
documents have not been returned from the applicable public recording office in
the case of clause (ii), (iii) or (iv) above, or because the title policy has
not been delivered to either the related Servicer or the Depositor by the
applicable title insurer in the case of clause (v) above, the Depositor shall
promptly deliver or cause to be delivered to the Trustee or the Custodian on
behalf of the Trustee, in the case of clause (ii), (iii) or (iv) above, such
Mortgage, such interim assignment or such assumption, modification,
consolidation or extension agreement, as the case may be, with evidence of
recording indicated thereon upon receipt thereof from the public recording
office, but in no event shall any such delivery of any such documents or
instruments be made later than one year following the Closing Date, unless, in
the case of clause (ii), (iii) or (iv) above, there has been a continuing delay
at the applicable recording office or, in the case of clause (v), there has been
a continuing delay at the applicable insurer and the Depositor has delivered the
Officer's Certificate to such effect to the Trustee. The Depositor shall forward
or cause to be forwarded to the Trustee (1) from time to time additional
original documents evidencing an assumption or modification of a Mortgage Loan
and (2) any other documents required to be delivered by the Depositor or either
Servicer to the Trustee or the Custodian on the Trustee's behalf. In the event
that the original Mortgage is not delivered and in connection with the payment
in full of the related Mortgage Loan the public recording office requires the
presentation of a "lost instruments affidavit and indemnity" or any equivalent
document, because only a copy of the Mortgage can be delivered with the
instrument of satisfaction or reconveyance, the related Servicer shall prepare,
execute and deliver or cause to be prepared, executed and delivered, on behalf
of the Trust, such a document to the public recording office.
As promptly as practicable subsequent to such transfer and
assignment, and in any event, within 30 days thereafter, the Servicers shall (I)
cause each Assignment of Mortgage to be in proper form for recording in the
appropriate public office for real property records within 30 days of the
Closing Date and (II) at the Depositor's expense, cause to be delivered for
recording in the appropriate public office for real property records the
Assignments of the Mortgages to the Trustee, except that, with respect to any
Assignment of a Mortgage as to which a Servicer has not received the information
required to prepare such assignment in recordable form, such Servicer's
obligation to do so and to deliver the same for such recording shall be as soon
as practicable after receipt of such information and in any event within 30 days
after the receipt thereof and, no recording of an Assignment of Mortgage will be
required if the Depositor furnishes to the Trustee an unqualified Opinion of
Counsel reasonably acceptable to the Trustee to the effect that recordation of
such assignment is not necessary under applicable state law to preserve the
Trustee's interest in the related Mortgage Loan against the claim of any
subsequent transferee of such Mortgage Loan or any successor to, or creditor of,
the Depositor or the originator of such Mortgage Loan.
In the case of Mortgage Loans that have been prepaid in full as of
the Closing Date, the Depositor, in lieu of delivering the above documents to
the Trustee, or the Custodian on the Trustee's behalf, will cause the related
Servicer to deposit in the related Servicer Custodial Account the portion of
such payment that is required to be deposited in such Servicer Custodial Account
pursuant to Section 3.08.
Section 2.02 ACCEPTANCE BY THE TRUSTEE OF THE MORTGAGE LOANS.
Subject to the provisions of the following paragraph, the Trustee declares that
it, or the Custodian as its agent, will hold the documents referred to in
Section 2.01 and the other documents delivered to it constituting the Mortgage
Files, and that it will hold such other assets as are included in the Trust
Estate, in trust for the exclusive use and benefit of all present and future
Certificateholders.
Within 90 days after the execution and delivery of this Agreement,
the Trustee shall review, or cause the Custodian to review, the Mortgage Files
in its possession. If, in the course of such review, the Trustee or the
Custodian finds any document constituting a part of a Mortgage File which does
not meet the requirements of Section 2.01 or is omitted from such Mortgage File,
the Trustee shall promptly so notify the related Servicer and the Depositor, or
shall cause the Custodian to promptly so notify the related Servicer and the
Depositor. In performing any such review, the Trustee or the Custodian may
conclusively rely on the purported genuineness of any such document and any
signature thereon. It is understood that the scope of the Trustee's or the
Custodian's review of the Mortgage Files is limited solely to confirming that
the documents listed in Section 2.01 have been received and further confirming
that any and all documents delivered pursuant to Section 2.01 appear on their
face to have been executed and relate to the Mortgage Loans identified in the
Mortgage Loan Schedule. Neither the Trustee nor the Custodian shall have any
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 hereby covenants and agrees that it
will promptly correct or cure such defect within 90 days from the date it was so
notified of such defect and, if the Depositor does not correct or cure such
defect within such period, the Depositor will either (a) substitute for the
related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be
accomplished in the manner and subject to the conditions set forth below or (b)
purchase such Mortgage Loan from the Trustee at the Repurchase Price for such
Mortgage Loan; provided, however, that in no event shall such a substitution
occur more than two years from the Closing Date; provided, further, that such
substitution or repurchase shall occur within 90 days of when such defect was
discovered if such defect will cause the Mortgage Loan not to be a "qualified
mortgage" within the meaning of Section 860G(a)(3) of the Code.
With respect to each Substitute Mortgage Loan the Depositor shall
deliver to the Trustee, for the benefit of the Certificateholders, the Mortgage
Note, the Mortgage, the related Assignment of Mortgage, and such other documents
and agreements as are otherwise required by Section 2.01, with the Mortgage Note
endorsed and the Mortgage assigned as required by Section 2.01. No substitution
is permitted to be made in any calendar month after the Determination Date for
such month. Monthly Payments due with respect to any such Substitute Mortgage
Loan in the month of substitution shall not be part of the Trust Estate and will
be retained by the Depositor. For the month of substitution, distributions to
Certificateholders will include the Monthly Payment due for such month on any
Defective Mortgage Loan for which the Depositor has substituted a Substitute
Mortgage Loan.
The applicable Servicer shall amend the Mortgage Loan Schedule for
the benefit of the Certificateholders to reflect the removal of each Mortgage
Loan serviced by such Servicer that has become a Defective Mortgage Loan and the
substitution of the Substitute Mortgage Loan or Loans and such Servicer shall
deliver the amended Mortgage Loan Schedule to the Trustee and the Custodian.
Upon such substitution, each Substitute Mortgage Loan shall be subject to the
terms of this Agreement in all respects, and the Depositor shall be deemed to
have made to the Trustee with respect to such Substitute Mortgage Loan, as of
the date of substitution, the representations and warranties made pursuant to
Section 2.05. Upon any such substitution and the deposit to the related Servicer
Custodial Account of any required Substitution Adjustment Amount (as described
in the next paragraph) and receipt of a Request for Release, the Trustee shall
release, or shall direct the Custodian to release, the Mortgage File relating to
such Defective Mortgage Loan to the Depositor and shall execute and deliver at
the Depositor's direction such instruments of transfer or assignment prepared by
the Depositor, in each case without recourse, as shall be necessary to vest
title in the Depositor, or its designee, to the Trustee's interest in any
Defective Mortgage Loan substituted for pursuant to this Section 2.02.
For any month in which the Depositor substitutes one or more
Substitute Mortgage Loans for one or more Defective Mortgage Loans, the amount
(if any) by which the aggregate principal balance of all such Substitute
Mortgage Loans as of the date of substitution is less than the aggregate Stated
Principal Balance of all such Defective Mortgage Loans (after application of the
principal portion of the Monthly Payments due in the month of substitution) (the
"SUBSTITUTION ADJUSTMENT AMOUNT") plus an amount equal to the aggregate of any
unreimbursed Advances with respect to such Defective Mortgage Loans shall be
deposited into the Certificate Account by the Depositor on or before the
Remittance Date for the Distribution Date in the month succeeding the calendar
month during which the related Mortgage Loan is required to be purchased or
replaced hereunder.
The Trustee shall retain or shall cause the Custodian to retain
possession and custody of each Mortgage File in accordance with and subject to
the terms and conditions set forth herein. Each Servicer shall promptly deliver
to the Trustee, upon the execution or, in the case of documents requiring
recording, receipt thereof, the originals of such other documents or instruments
constituting the Mortgage File as come into such Servicer's possession from time
to time.
It is understood and agreed that the obligation of the Depositor to
substitute for or to purchase any Mortgage Loan which does not meet the
requirements of Section 2.01 shall constitute the sole remedy respecting such
defect available to the Trustee and any Certificateholder against the Depositor.
The Trustee or the Custodian, on behalf of the Trustee, shall be
under no duty or obligation (i) 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 or (ii) to determine
whether any Mortgage File should include any of the documents specified in
Section 2.01(b)(iv), (vi), (vii) and (viii).
Section 2.03 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE NMC
SERVICER.
The NMC Servicer hereby makes the following representations and
warranties to the Depositor and the Trustee, as of the Closing Date:
(i) The NMC Servicer is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Texas and
has all licenses necessary to carry on its business as now being conducted
and is licensed, qualified and in good standing in each of the states
where 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 NMC Servicer. The NMC Servicer has corporate 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 NMC Servicer and the consummation of the
transactions contemplated hereby have been duly and validly authorized.
This Agreement, assuming due authorization, execution and delivery by the
other parties hereto, evidences the valid, binding and enforceable
obligation of the NMC Servicer, subject to applicable law except as
enforceability may be limited by (A) bankruptcy, insolvency, liquidation,
receivership, moratorium, reorganization or other similar laws affecting
the enforcement of the rights of creditors and (B) general principles of
equity, whether enforcement is sought in a proceeding in equity or at law.
All requisite corporate action has been taken by the NMC Servicer to make
this Agreement valid and binding upon the NMC Servicer in accordance with
its terms.
(ii) No consent, approval, authorization or order is required for
the transactions contemplated by this Agreement from any court,
governmental agency or body, or federal or state regulatory authority
having jurisdiction over the NMC Servicer is required or, if required,
such consent, approval, authorization or order has been or will, prior to
the Closing Date, be obtained.
(iii) The consummation of the transactions contemplated by this
Agreement are in the ordinary course of business of the NMC Servicer and
will not result in the breach of any term or provision of the charter or
by-laws of the NMC 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 agreement, indenture or loan
or credit agreement or other instrument to which the NMC Servicer or its
property is subject, or result in the violation of any law, rule,
regulation, order, judgment or decree to which the NMC Servicer or its
property is subject.
(iv) There is no action, suit, proceeding or investigation
pending or, to the best knowledge of the NMC Servicer, threatened against
the NMC Servicer which, either individually or in the aggregate, would
result in any material adverse change in the business, operations,
financial condition, properties or assets of the NMC Servicer, or in any
material impairment of the right or ability of the NMC Servicer to carry
on its business substantially as now conducted 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 NMC
Servicer contemplated herein, or which would materially impair the ability
of the NMC Servicer to perform under the terms of this Agreement.
(v) The NMC Servicer is working to modify its computer and other
systems used in servicing the Mortgage Loans to operate in a manner such
that, on and after January 1, 2000, the NMC Servicer can service the
Mortgage Loans in accordance with the terms of this Agreement.
The representations and warranties made or assigned pursuant to this
Section 2.03 shall survive delivery of the respective Mortgage Files to the
Trustee for the benefit of the Certificateholders.
Section 2.04 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BA
SERVICER.
The BA Servicer hereby makes the following representations and
warranties to the Depositor and the Trustee, as of the Closing Date:
(i) The BA Servicer is a federal savings bank duly organized,
validly existing, and in good standing under the federal laws of the
United States of America and has all licenses necessary to carry on its
business as now being conducted and is licensed, qualified and in good
standing in each of the states where 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 BA Servicer. The BA Servicer
has 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 BA Servicer and the consummation of the
transactions contemplated hereby have been duly and validly authorized.
This Agreement, assuming due authorization, execution and delivery by the
other parties hereto, evidences the valid, binding and enforceable
obligation of the BA Servicer, subject to applicable law except as
enforceability may be limited by (A) bankruptcy, insolvency, liquidation,
receivership, moratorium, reorganization or other similar laws affecting
the enforcement of the rights of creditors and (B) general principles of
equity, whether enforcement is sought in a proceeding in equity or at law.
All requisite corporate action has been taken by the BA Servicer to make
this Agreement valid and binding upon the BA Servicer in accordance with
its terms.
(ii) No consent, approval, authorization or order is required
for the transactions contemplated by this Agreement from any court,
governmental agency or body, or federal or state regulatory authority
having jurisdiction over the BA Servicer is required or, if required, such
consent, approval, authorization or order has been or will, prior to the
Closing Date, be obtained.
(iii) The consummation of the transactions contemplated by this
Agreement are in the ordinary course of business of the BA Servicer and
will not result in the breach of any term or provision of the charter or
by-laws of the BA 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 agreement, indenture or loan
or credit agreement or other instrument to which the BA Servicer or its
property is subject, or result in the violation of any law, rule,
regulation, order, judgment or decree to which the BA Servicer or its
property is subject.
(iv) There is no action, suit, proceeding or investigation
pending or, to the best knowledge of the BA Servicer, threatened against
the BA Servicer which, either individually or in the aggregate, would
result in any material adverse change in the business, operations,
financial condition, properties or assets of the BA Servicer, or in any
material impairment of the right or ability of the BA Servicer to carry on
its business substantially as now conducted 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 BA
Servicer contemplated herein, or which would materially impair the ability
of the BA Servicer to perform under the terms of this Agreement.
(v) The BA Servicer is working to modify its computer and other
systems used in servicing the Mortgage Loans to operate in a manner such
that, on and after January 1, 2000, the BA Servicer can service the
Mortgage Loans in accordance with the terms of this Agreement.
The representations and warranties made pursuant to this Section
2.04 shall survive delivery of the respective Mortgage Files to the Trustee for
the benefit of the Certificateholders.
Section 2.05 REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR AS TO
THE MORTGAGE LOANS.
The Depositor hereby represents and warrants to the Trustee with
respect to the Mortgage Loans or each Mortgage Loan, as the case may be, as of
the date hereof or such other date set forth herein that as of the Closing Date:
(i) The information set forth in the Mortgage Loan Schedule is
true and correct in all material respects.
(ii) There are no delinquent taxes, ground rents, governmental
assessments, insurance premiums, leasehold payments, including assessments
payable in future installments or other outstanding charges affecting the
lien priority of the related Mortgaged Property.
(iii) The terms of the Mortgage Note and the Mortgage have not
been impaired, waived, altered or modified in any respect, except by
written instruments, recorded in the applicable public recording office if
necessary to maintain the lien priority of the Mortgage, and which have
been delivered to the Trustee; the substance of any such waiver,
alteration or modification has been approved by the insurer under the
Primary Mortgage Insurance Policy, if any, the title insurer, to the
extent required by the related policy, and is reflected on the Mortgage
Loan Schedule. No instrument of waiver, alteration or modification has
been executed, and no Mortgagor has been released, in whole or in part,
except in connection with an assumption agreement approved by the insurer
under the Primary Mortgage Insurance Policy, if any, the title insurer, to
the extent required by the policy, and which assumption agreement has been
delivered to the Trustee.
(iv) The Mortgage Note and the Mortgage are 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 and 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.
(v) All buildings upon the Mortgaged Property are insured by an
insurer generally acceptable to prudent mortgage lending institutions
against loss by fire, hazards of extended coverage and such other hazards
as are customary in the area the Mortgaged Property is located, pursuant
to insurance policies conforming to the requirements of Customary
Servicing Procedures and this Agreement. All such insurance policies
contain a standard mortgagee clause naming the originator of the Mortgage
Loan, its successors and assigns as mortgagee and all premiums thereon
have been paid. If the Mortgaged Property is in an area identified on a
flood hazard map or flood insurance rate map issued by the Federal
Emergency Management Agency as having special flood hazards (and such
flood insurance has been made available), a flood insurance policy meeting
the requirements of the current guidelines of the Federal Insurance
Administration is in effect which policy conforms to the requirements of
FNMA or FHLMC. The Mortgage obligates the Mortgagor thereunder to maintain
all such insurance at the Mortgagor's cost and expense, and on the
Mortgagor's failure to do so, authorizes the holder of the Mortgage to
maintain such insurance at Mortgagor's cost and expense and to seek
reimbursement therefor from the Mortgagor.
(vi) Any and all requirements of any federal, state or local law
including, without limitation, usury, truth in lending, real estate
settlement procedures, consumer credit protections, equal credit
opportunity or disclosure laws applicable to the origination and servicing
of Mortgage Loan have been complied with.
(vii) The Mortgage has not been satisfied, canceled,
subordinated or rescinded, in whole or in part (other than as to Principal
Prepayments in full which may have been received prior to the Closing
Date), and the Mortgaged Property has not been released from the lien of
the Mortgage, in whole or in part, nor has any instrument been executed
that would effect any such satisfaction, cancellation, subordination,
rescission or release.
(viii) The Mortgage is a valid, existing and enforceable first
lien on the Mortgaged Property, including all improvements on the
Mortgaged Property subject only to (A) the lien of current real property
taxes and assessments not yet due and payable, (B) covenants, conditions
and restrictions, rights of way, easements and other matters of the public
record as of the date of recording being acceptable to mortgage lending
institutions generally and specifically referred to in the lender's title
insurance policy delivered to the originator of the Mortgage Loan and
which do not adversely affect the Appraised Value of the Mortgaged
Property, and (C) other matters to which like properties are commonly
subject which do not materially interfere with the benefits of the
security intended to be provided by the Mortgage or the use, enjoyment,
value or marketability of the related Mortgaged Property. Any security
agreement, chattel mortgage or equivalent document related to and
delivered in connection with the Mortgage Loan establishes and creates a
valid, existing and enforceable first lien and first priority security
interest on the property described therein and the Depositor has the full
right to sell and assign the same to the Trustee.
(ix) The Mortgage Note and the related Mortgage are genuine and
each is the legal, valid and binding obligation of the maker thereof,
enforceable in accordance with its terms except as enforceability may be
limited by (A) bankruptcy, insolvency, liquidation, receivership,
moratorium, reorganization or other similar laws affecting the enforcement
of the rights of creditors and (B) general principles of equity, whether
enforcement is sought in a proceeding in equity or at law.
(x) All parties to the Mortgage Note and the Mortgage had legal
capacity to enter into the Mortgage Loan and to execute and deliver the
Mortgage Note and the Mortgage, and the Mortgage Note and the Mortgage
have been duly and properly executed by such parties.
(xi) The proceeds of the Mortgage Loan have been fully disbursed
to or for the account of the Mortgagor and there is no obligation for the
Mortgagee to advance additional funds thereunder and 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 the Mortgage
Loan and the recording of the Mortgage have been paid, and the Mortgagor
is not entitled to any refund of any amounts paid or due to the Mortgagee
pursuant to the Mortgage Note or Mortgage.
(xii) To the best of the Depositor's knowledge, 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) in compliance with any and all
applicable "doing business" and licensing requirements of the laws of the
state wherein the Mortgaged Property is located.
(xiii) The Mortgage Loan is covered by an ALTA lender's title
insurance policy, acceptable to FNMA or FHLMC, issued by a title insurer
acceptable to FNMA or FHLMC and qualified to do business in the
jurisdiction where the Mortgaged Property is located, insuring (subject to
the exceptions contained in (viii)(A) and (B) above) the Seller, its
successors and assigns as to the first priority lien of the Mortgage in
the original principal amount of the Mortgage Loan. The Depositor is the
sole insured of such lender's title insurance policy, and such lender's
title insurance policy is in full force and effect and will be in full
force and effect upon the consummation of the transactions contemplated by
this Agreement. No claims have been made under such lender's title
insurance policy, and the Depositor has not done, by act or omission,
anything which would impair the coverage of such lender's title insurance
policy.
(xiv) There is no default, breach, violation or event of
acceleration existing under the Mortgage or the 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 the Seller has not waived any default, breach,
violation or event of acceleration.
(xv) As of the date of origination of the Mortgage Loan, there
had been no mechanics' or similar liens or claims filed for work, labor or
material (and no rights are outstanding that under law could give rise to
such lien) affecting the relating Mortgaged Property which are or may be
liens prior to, or equal or coordinate with, the lien of the related
Mortgage.
(xvi) All improvements which were considered in determining the
Appraised Value of the related Mortgaged Property lay wholly within the
boundaries and building restriction lines of the Mortgaged Property, and
no improvements on adjoining properties encroach upon the Mortgaged
Property.
(xvii) The Mortgage Loan was originated by a commercial bank or
similar banking institution which is supervised and examined by a federal
or state authority, or by a mortgagee approved by the Secretary of HUD.
(xviii) Principal payments on the Mortgage Loan commenced no
more than sixty days after the proceeds of the Mortgaged Loan were
disbursed. The Mortgage Loans are 30-year fixed rate mortgage loans having
an original term to maturity of not more than 30 years, with interest
payable in arrears on the first day of the month. Each Mortgage Note
requires a monthly payment which is sufficient to fully amortize the
original principal balance over the original term thereof and to pay
interest at the related Mortgage Interest Rate. The Mortgage Note does not
permit negative amortization.
(xix) There is no proceeding pending or, to the Depositor's
knowledge, threatened for the total or partial condemnation of the
Mortgaged Property and such property is in good repair and 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.
(xx) The Mortgage and related Mortgage Note contain customary
and enforceable provisions such as to render the rights and remedies of
the holder thereof adequate for the realization against the Mortgaged
Property of the benefits of the security provided thereby, including (A)
in the case of a Mortgage designated as a deed of trust, by trustee's
sale, and (B) otherwise by judicial foreclosure. To the best of the
Depositor's knowledge, following the date of origination of the Mortgage
Loan, the Mortgaged Property has not been subject to any bankruptcy
proceeding or foreclosure proceeding and the Mortgagor has not filed for
protection under applicable bankruptcy laws. There is no homestead or
other exemption or right available to the Mortgagor or any other person
which would interfere with the right to sell the Mortgaged Property at a
trustee's sale or the right to foreclose the Mortgage.
(xxi) The Mortgage Note and Mortgage are on forms acceptable to
FNMA or FHLMC.
(xxii) The Mortgage Note is not and has not been secured by any
collateral except the lien of the corresponding Mortgage on the Mortgaged
Property and the security interest of any applicable security agreement or
chattel mortgage referred to in (viii) above.
(xxiii) The Mortgage File contains an appraisal of the related
Mortgaged Property, in a form acceptable to FNMA or FHLMC and such
appraisal complies with the requirements of FIRREA, and was made and
signed, prior to the approval of the Mortgage Loan application, by a
Qualified Appraiser.
(xxiv) In the event the Mortgage constitutes 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 the Mortgage,
and no fees or expenses are or will become payable by the Trustee to the
trustee under the deed of trust, except in connection with a trustee's
sale after default by the Mortgagor.
(xxv) No Mortgage Loan is a graduated payment mortgage loan, no
Mortgage Loan has a shared appreciation or other contingent interest
feature, and, except as to 0.07% of the Mortgage Loans (by Cut-Off Date
Principal Balance), no Mortgage Loan contains any "buydown" provision.
(xxvi) The Mortgagor has received all disclosure materials
required by applicable law with respect to the making of mortgage loans of
the same type as the Mortgage Loan and rescission materials required by
applicable law if the Mortgage Loan is a Refinance Mortgage Loan.
(xxvii) Each Mortgage Loan with a Loan-to-Value Ratio at
origination in excess of 80% will be subject to a Primary Mortgage
Insurance Policy, issued by an insurer acceptable to FNMA or FHLMC, which
insures that portion of the Mortgage Loan in excess of the portion of the
Appraised Value of the Mortgaged Property required by FNMA. All provisions
of such Primary Mortgage Insurance Policy have been and are being complied
with, such policy is in full force and effect, and all premiums due
thereunder have been paid. Any Mortgage subject to any such Primary
Mortgage Insurance Policy obligates the Mortgagor thereunder to maintain
such insurance and to pay all premiums and charges in connection therewith
at least until Loan-to-Value Ratio of such Mortgage Loan is reduced to
less than 80%. The Mortgage Interest Rate for the Mortgage Loan does not
include any such insurance premium.
(xxviii) To the best of the Depositor's knowledge as of the date
of origination of the Mortgage Loan, (A) the Mortgaged Property is
lawfully occupied under applicable law, (B) 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, have been made or obtained from the appropriate authorities and
(C) no improvement located on or part of the Mortgaged Property is in
violation of any zoning law or regulation.
(xxix) The Assignment of Mortgage is in recordable form and is
acceptable for recording under the laws of the jurisdiction in which the
Mortgaged Property is located.
(xxx) All payments required to be made prior to the Cut-Off Date
for such Mortgage Loan under the terms of the Mortgage Note have been made
and no Mortgage Loan has been more than 30 days delinquent more than once
in the twelve month period immediately prior to the Cut-Off Date.
(xxxi) With respect to each Mortgage Loan, the Depositor or
Servicer is in possession of a complete Mortgage File except for the
documents which have been delivered to the Trustee or which have been
submitted for recording and not yet returned.
(xxxii) Immediately prior to the transfer and assignment
contemplated herein, the Depositor was the sole owner and holder of the
Mortgage Loans. The Mortgage Loans were not assigned or pledged by the
Depositor and the Depositor had good and marketable title thereto, and the
Depositor had full right to transfer and sell the Mortgage Loans to the
Trustee free and clear of any encumbrance, participation interest, lien,
equity, pledge, claim or security interest and had full right and
authority subject to no interest or participation in, or agreement with
any other party to sell or otherwise transfer the Mortgage Loans.
(xxxiii) Any future advances made prior to 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. The lien of the Mortgage
securing the consolidated principal amount is expressly insured as having
first lien priority by a title insurance policy, an endorsement to the
policy insuring the mortgagee's consolidated interest or by other title
evidence acceptable to FNMA and FHLMC. The consolidated principal amount
does not exceed the original principal amount of the Mortgage Loan.
(xxxiv) The Mortgage Loan was underwritten in accordance with
the applicable Underwriting Guidelines in effect at the time of
origination with exceptions thereto exercised in a reasonable manner.
(xxxv) If the Mortgage Loan is secured by a long-term
residential lease, (1) the lessor under the lease holds a fee simple
interest in the land; (2) the terms of such lease expressly permit the
mortgaging of the leasehold estate, the assignment of the lease without
the lessor's consent and the acquisition by the holder of the Mortgage of
the rights of the lessee upon foreclosure or assignment in lieu of
foreclosure or provide the holder of the Mortgage with substantially
similar protections; (3) the terms of such lease do not (a) allow the
termination thereof upon the lessee's default without the holder of the
Mortgage being entitled to receive written notice of, and opportunity to
cure, such default, (b) allow the termination of the lease in the event of
damage or destruction as long as the Mortgage is in existence, (c)
prohibit the holder of the Mortgage from being insured (or receiving
proceeds of insurance) under the hazard insurance policy or policies
relating to the Mortgaged Property or (d) permit any increase in the rent
other than pre-established increases set forth in the lease; (4) the
original term of such lease in not less than 15 years; (5) the term of
such lease does not terminate earlier than five years after the maturity
date of the Mortgage Note; and (6) the Mortgaged Property is located in a
jurisdiction in which the use of leasehold estates in transferring
ownership in residential properties is a widely accepted practice.
(xxxvi) The Mortgaged Property is located in the state
identified in the Mortgage Loan Schedule and consists of a parcel of real
property with a detached single family residence erected thereon, or a
two- to four-family dwelling, or an individual condominium unit, or an
individual unit in a planned unit development; provided, however, that any
condominium project or planned unit development generally conforms with
the applicable Underwriting Guidelines regarding such dwellings, and no
residence or dwelling is a mobile home or a manufactured dwelling.
(xxxvii) The Depositor used no adverse selection procedures in
selecting the Mortgage Loan for inclusion in the Trust Estate.
(xxxviii) Each Mortgage Loan is a "qualified mortgage" within
Section 860G(a)(3) of the Code.
(xxxix) With respect to each Mortgage where a lost note
affidavit has been delivered to the Trustee in place of the related
Mortgage Note, the related Mortgage Note is no longer in existence.
Notwithstanding the foregoing, no representations or warranties are
made by the Depositor as to the environmental condition of any Mortgaged
Property; the absence, presence or effect of hazardous wastes or hazardous
substances on any Mortgaged Property; any casualty resulting from the presence
or effect of hazardous wastes or hazardous substances on, near or emanating from
any Mortgaged Property; the impact on Certificateholders of any environmental
condition or presence of any hazardous substance on or near any Mortgaged
Property; or the compliance of any Mortgaged Property with any environmental
laws, nor is any agent, Person or entity otherwise affiliated with the Depositor
authorized or able to make any such representation, warranty or assumption of
liability relative to any Mortgaged Property. In addition, no representations or
warranties are made by the Depositor with respect to the absence or effect of
fraud in the origination of any Mortgage Loan.
It is understood and agreed that the representations and warranties
set forth in this Section 2.05 shall survive delivery of the respective Mortgage
Files to the Trustee or the Custodian and shall inure to the benefit of the
Trustee, notwithstanding any restrictive or qualified endorsement or assignment.
Upon discovery by either the Depositor, either Servicer, the Trustee
or the Custodian that any of the representations and warranties set forth in
this Section 2.05 is not accurate (referred to herein as a "BREACH") and that
such breach materially and adversely affects the interests of the
Certificateholders in the related Mortgage Loan, the party discovering such
breach shall give prompt written notice to the other parties (any Custodian
being so obligated under a Custodial Agreement); provided, that any such breach
that causes the Mortgage Loan not to be a "qualified mortgage" within the
meaning of Section 860G(a)(3) of the Code shall be deemed to materially and
adversely affect the interests of the Certificateholders. Within 90 days of its
discovery or its receipt of notice of any such breach, the Depositor shall cure
such breach in all material respects or shall either (i) repurchase the Mortgage
Loan or any property acquired in respect thereof from the Trustee at a price
equal to the Repurchase Price or (ii) if within two years of the Closing Date,
substitute for such Mortgage Loan in the manner described in Section 2.02;
PROVIDED that if the breach would cause the Mortgage Loan to be other than a
"qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such
repurchase or substitution must occur within 90 days from the date the breach
was discovered. The Repurchase Price of any repurchase described in this
paragraph and the Substitution Adjustment Amount, if any, shall be deposited in
the Certificate Account. It is understood and agreed that the obligation of the
Depositor to repurchase or substitute for any Mortgage Loan or Mortgaged
Property as to which such a breach has occurred and is continuing shall
constitute the sole remedy respecting such breach available to
Certificateholders, or to the Trustee on behalf of Certificateholders, and such
obligation shall survive until termination of the Trust hereunder.
Section 2.06 DESIGNATION OF INTERESTS IN THE REMICS. The Depositor
hereby designates the Classes of Class A Certificates (other than the Class
A-14, Class A-R and Class A-LR Certificates), the Classes of Class B
Certificates and the Components as classes of "regular interests" and the Class
A-R Certificate as the single class of "residual interest" in the Upper-Tier
REMIC for the purposes of Code Sections 860G(a)(1) and 860G(a)(2), respectively.
The Depositor hereby further designates the Class A-L1 Interest, Class A-L7
Interest, Class A-L8 Interest, Class A-L11 Interest, Class A-L12 Interest, Class
A-L13 Interest, Class A-LPO Interest, Class A-LUR Interest, Class B-L1 Interest,
Class B-L2 Interest, Class B-L3 Interest, Class B-L4 Interest, Class B-L5
Interest and Class B-L6 Interest as classes of "regular interests" and the Class
A-LR Certificate as the single class of "residual interest" in the Lower-Tier
REMIC for the purposes of Code Sections 860G(a)(1) and 860G(a)(2), respectively.
Section 2.07 DESIGNATION OF START-UP DAY. The Closing Date is hereby
designated as the "start-up day" of each of the Upper-Tier REMIC and Lower-Tier
REMIC within the meaning of Section 860G(a)(9) of the Code.
Section 2.08 REMIC CERTIFICATE MATURITY DATE. Solely for purposes of
satisfying Section 1.860G-1(a)(4)(iii) of the Treasury Regulations, the "latest
possible maturity date" of the regular interests in the Upper-Tier REMIC and
Lower-Tier REMIC is April 25, 2029.
Section 2.09 EXECUTION AND DELIVERY OF CERTIFICATES. The Trustee (i)
acknowledges the issuance of and hereby declares that it holds the
Uncertificated Lower-Tier Interests on behalf of the Upper-Tier REMIC and the
Certificateholders and (ii) has executed and delivered to or upon the order of
the Depositor, in exchange for the Mortgage Loans and Uncertificated Lower-Tier
Interests together with all other assets included in the definition of "Trust
Estate," receipt of which is hereby acknowledged, Certificates in authorized
denominations which, together with the Uncertificated Lower-Tier Interests,
evidence ownership of the entire Trust Estate.
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 SERVICERS TO SERVICE MORTGAGE LOANS. For and on behalf
of the Certificateholders, the NMC Servicer shall service and administer the NMC
Mortgage Loans and the BA Servicer shall service and administer the BA Mortgage
Loans, each in accordance with the terms of this Agreement, Customary Servicing
Procedures, applicable law and the terms of the Mortgage Notes and Mortgages. In
connection with such servicing and administration, each Servicer shall have full
power and authority, acting alone and/or through Subservicers as provided in
Section 3.02, to do or cause to be done any and all things that it may deem
necessary or desirable in connection with such servicing and administration
including, but not limited to, the power and authority, subject to the terms
hereof, (a) to execute and deliver, on behalf of the Certificateholders and the
Trustee, customary consents or waivers and other instruments and documents, (b)
to consent, with respect to the Mortgage Loans it services, to transfers of any
Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages
(but only in the manner provided in this Agreement), (c) to collect any
Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans
it services, and (d) to effectuate foreclosure or other conversion of the
ownership of the Mortgaged Property securing any Mortgage Loan it services. Each
Servicer shall represent and protect the interests of the Trust in the same
manner as it protects its own interests in mortgage loans in its own portfolio
in any claim, proceeding or litigation regarding a Mortgage Loan and shall not
make or permit any modification, waiver or amendment of any term of any Mortgage
Loan, except as provided pursuant to Section 3.21. Without limiting the
generality of the foregoing, each Servicer, in its own name or in the name of
any Subservicer or the Depositor and the Trustee, is hereby authorized and
empowered by the Depositor and the Trustee, when such Servicer or any
Subservicer, as the case may be, believes it appropriate in its reasonable
judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the
Certificateholders or any of them, any and all instruments of satisfaction or
cancellation, or of partial or full release or discharge, and all other
comparable instruments, with respect to the Mortgage Loans it services, and with
respect to the related Mortgaged Properties held for the benefit of the
Certificateholders. Each Servicer shall prepare and deliver to the Depositor
and/or the Trustee such documents requiring execution and delivery by either or
both of them as are necessary or appropriate to enable such Servicer to service
and administer the Mortgage Loans it services to the extent that such Servicer
is not permitted to execute and deliver such documents pursuant to the preceding
sentence. Upon receipt of such documents, the Depositor and/or the Trustee, upon
the direction of the related Servicer, shall promptly execute such documents and
deliver them to the related Servicer.
In accordance with the standards of the preceding paragraph, each
Servicer shall advance or cause to be advanced funds as necessary for the
purpose of effecting the payment of taxes and assessments on the Mortgaged
Properties relating to the Mortgage Loans it services, which Servicing Advances
shall be reimbursable in the first instance from related collections from the
Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11.
The costs incurred by the Servicers, if any, in effecting the timely payments of
taxes and assessments on the Mortgaged Properties and related insurance premiums
shall not, for the purpose of calculating monthly distributions to the
Certificateholders, be added to the Stated Principal Balances of the related
Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit.
The relationship of each Servicer (and of any successor to either
Servicer as servicer under this Agreement) to the Trustee under this Agreement
is intended by the parties to be that of an independent contractor and not that
of a joint venturer, partner or agent.
Section 3.02 SUBSERVICING; ENFORCEMENT OF THE OBLIGATIONS OF
SERVICERS.
(a) Either Servicer may arrange for the subservicing of any
Mortgage Loan it services by a Subservicer pursuant to a Subservicing Agreement;
provided, however, that such subservicing arrangement and the terms of the
related Subservicing Agreement must provide for the servicing of such Mortgage
Loan in a manner consistent with the servicing arrangements contemplated
hereunder. Notwithstanding the provisions of any Subservicing Agreement, any of
the provisions of this Agreement relating to agreements or arrangements between
a Servicer and a Subservicer or reference to actions taken through a Subservicer
or otherwise, such Servicer shall remain obligated and liable to the Depositor,
the Trustee and the Certificateholders for the servicing and administration of
the Mortgage Loans it services 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
such Servicer alone were servicing and administering those Mortgage Loans. All
actions of each Subservicer performed pursuant to the related Subservicing
Agreement shall be performed as agent of the related Servicer with the same
force and effect as if performed directly by such Servicer.
(b) For purposes of this Agreement, each Servicer shall be deemed
to have received any collections, recoveries or payments with respect to the
Mortgage Loans it services that are received by a Subservicer regardless of
whether such payments are remitted by the Subservicer to such Servicer.
(c) As part of its servicing activities hereunder, each Servicer,
for the benefit of the Trustee and the Certificateholders, shall use its best
reasonable efforts to enforce the obligations of each Subservicer engaged by
such Servicer under the related Subservicing Agreement, to the extent that the
non-performance of any such obligation would have a material and adverse effect
on a Mortgage Loan. Such enforcement, including, without limitation, the legal
prosecution of claims, termination of Subservicing Agreements and the pursuit of
other appropriate remedies, shall be in such form and carried out to such an
extent and at such time as the related Servicer, in its good faith business
judgment, would require were it the owner of the related Mortgage Loans. The
related Servicer shall pay the costs of such enforcement at its own expense, and
shall be reimbursed therefor only (i) from a general recovery resulting from
such enforcement to the extent, if any, that such recovery exceeds all amounts
due in respect of the related Mortgage Loan or (ii) from a specific recovery of
costs, expenses or attorneys fees against the party against whom such
enforcement is directed.
(d) Any Subservicing Agreement entered into by a Servicer shall
provide that it may be assumed or terminated by the Trustee, if the Trustee has
assumed the duties of such Servicer, or any successor Servicer, at the Trustee's
or successor Servicer's option, as applicable, without cost or obligation to the
assuming or terminating party or the Trust Estate, upon the assumption by such
party of the obligations of such Servicer pursuant to Section 8.05.
Any Subservicing Agreement, and any other transactions or services
relating to the Mortgage Loans involving a Subservicer, shall be deemed to be
between the related Servicer and such Subservicer alone, and the Trustee and the
Certificateholders shall not be deemed parties thereto and shall have no claims
or rights of action against, rights, obligations, duties or liabilities to or
with respect to the Subservicer or its officers, directors or employees, except
as set forth in Section 3.01.
Section 3.03 FIDELITY BOND; ERRORS AND OMISSIONS INSURANCE.
Each Servicer shall maintain, at its own expense, a blanket fidelity
bond and an errors and omissions insurance policy, 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 it services. These policies must insure such Servicer against losses
resulting from dishonest or fraudulent acts committed by such Servicer's
personnel, any employees of outside firms that provide data processing services
for such Servicer, and temporary contract employees or student interns. Such
fidelity bond shall also protect and insure such Servicer against losses in
connection with the release or satisfaction of a Mortgage Loan without having
obtained payment in full of the indebtedness secured thereby. No provision of
this Section 3.03 requiring such fidelity bond and errors and omissions
insurance shall diminish or relieve such Servicer from its duties and
obligations as set forth in this Agreement. The minimum coverage under any such
bond and insurance policy shall be at least equal to the corresponding amounts
required by FNMA in the FNMA Servicing Guide or by FHLMC in the FHLMC Sellers' &
Servicers' Guide, as amended or restated from time to time, or in an amount as
may be permitted to such Servicer by express waiver of FNMA or FHLMC.
Section 3.04 ACCESS TO CERTAIN DOCUMENTATION.
Each Servicer shall provide to the OTS and the FDIC and to
comparable regulatory authorities supervising Holders of Subordinate
Certificates and the examiners and supervisory agents of the OTS, the FDIC and
such other authorities, access to the documentation required by applicable
regulations of the OTS and the FDIC with respect to the Mortgage Loans serviced
by such Servicer. Such access shall be afforded without charge, but only upon
reasonable and prior written request and during normal business hours at the
offices designated by such Servicer. Nothing in this Section 3.04 shall limit
the obligation of such Servicer to observe any applicable law and the failure of
such Servicer to provide access as provided in this Section 3.04 as a result of
such obligation shall not constitute a breach of this Section 3.04.
Section 3.05 MAINTENANCE OF PRIMARY MORTGAGE INSURANCE
POLICY; CLAIMS.
With respect to each Mortgage Loan with a Loan-to-Value Ratio in
excess of 80% or such other Loan-to-Value Ratio as may be required by law, the
Servicer responsible for servicing such Mortgage Loan shall, without any cost to
the Trust Estate, maintain or cause the Mortgagor to maintain in full force and
effect a Primary Insurance Policy insuring that portion of the Mortgage Loan in
excess of a percentage in conformity with FNMA requirements. The related
Servicer shall pay or shall cause the Mortgagor to pay the premium thereon on a
timely basis, at least until the Loan-to-Value Ratio of such Mortgage Loan is
reduced to 80% or such other Loan-to-Value Ratio as may be required by law. If
such Primary Insurance Policy is terminated, the related Servicer shall obtain
from another insurer a comparable replacement policy, with a total coverage
equal to the remaining coverage of such terminated Primary Insurance Policy. If
the insurer shall cease to be an insurer acceptable to FNMA, the related
Servicer shall notify the Trustee in writing, it being understood that such
Servicer shall not have any responsibility or liability for any failure to
recover under the Primary Insurance Policy for such reason. If such Servicer
determines that recoveries under the Primary Insurance Policy are jeopardized by
the financial condition of the insurer, such Servicer shall obtain from another
insurer which meets the requirements of this Section 3.05 a replacement
insurance policy. A Servicer shall not take any action that would result in
noncoverage under any applicable Primary Insurance Policy of any loss that, but
for the actions of such Servicer, would have been covered thereunder. In
connection with any assumption or substitution agreement entered into or to be
entered into pursuant to Section 3.13, the related Servicer shall promptly
notify the insurer under the related Primary Insurance Policy, if any, of such
assumption or substitution of liability in accordance with the terms of such
Primary Insurance Policy and shall take all actions which may be required by
such insurer as a condition to the continuation of coverage under such Primary
Insurance Policy. If such Primary Insurance Policy is terminated as a result of
such assumption or substitution of liability, the related Servicer shall obtain
a replacement Primary Insurance Policy as provided above.
In connection with its activities as servicer, each Servicer agrees
to prepare and present, on behalf of itself, the Trustee and the
Certificateholders, claims to the insurer under any Primary Insurance Policy in
a timely fashion in accordance with the terms of such Primary Insurance Policy
and, in this regard, to take such action as shall be necessary to permit
recovery under any Primary Insurance Policy respecting a defaulted Mortgage Loan
serviced by such Servicer. Pursuant to Section 3.09(a), any amounts collected by
a Servicer under any Primary Insurance Policy shall be deposited in the related
Escrow Account, subject to withdrawal pursuant to Section 3.09(b).
Section 3.06 RIGHTS OF THE DEPOSITOR AND THE TRUSTEE IN RESPECT OF
THE SERVICERS.
The Depositor may, but is not obligated to, enforce the obligations
of each Servicer hereunder and may, but is not obligated to, perform, or cause a
designee to perform, any defaulted obligation of either Servicer hereunder and
in connection with any such defaulted obligation to exercise the related rights
of such Servicer hereunder; provided that a Servicer shall not be relieved of
any of its obligations hereunder by virtue of such performance by the Depositor
or its designee. Neither the Trustee nor the Depositor shall have any
responsibility or liability for any action or failure to act by a Servicer nor
shall the Trustee or the Depositor be obligated to supervise the performance of
a Servicer hereunder or otherwise.
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 shall be deemed to be between the Subservicer and the
applicable Servicer alone, and the Trustee 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 3.07.
Each Servicer shall be solely liable for all fees owed by it to any Subservicer,
irrespective of whether each Servicer's compensation pursuant to this Agreement
is sufficient to pay such fees.
Section 3.07 TRUSTEE TO ACT AS SERVICER.
If either Servicer shall for any reason no longer be a Servicer
hereunder (including by reason of an Event of Default), the Trustee shall
thereupon assume, if it so elects, or shall appoint a successor Servicer to
assume, all of the rights and obligations of such Servicer hereunder arising
thereafter (except that the Trustee shall not be (a) liable for losses of such
Servicer pursuant to Section 3.12 or any acts or omissions of the predecessor
Servicer hereunder, (b) obligated to make Advances if it is prohibited from
doing so by applicable law or (c) deemed to have made any representations and
warranties of such Servicer hereunder). Any such assumption shall be subject to
Section 7.02. If either Servicer shall for any reason no longer be a Servicer
(including by reason of any Event of Default), the Trustee or the successor
Servicer may elect to succeed to any rights and obligations of such Servicer
under each Subservicing Agreement or may terminate each Subservicing Agreement.
If it has elected to assume the Subservicing Agreement, the Trustee or the
successor Servicer shall be deemed to have assumed all of the related Servicer's
interest therein and to have replaced such Servicer as a party to any
Subservicing Agreement entered into by such Servicer as contemplated by Section
3.02 to the same extent as if the Subservicing Agreement had been assigned to
the assuming party except that such Servicer shall not be relieved of any
liability or obligations under any such Subservicing Agreement.
Each Servicer that is no longer a Servicer hereunder shall, upon
request of the Trustee, but at the expense of such Servicer, deliver to the
assuming party all documents and records relating to each Subservicing Agreement
or substitute servicing agreement and the Mortgage Loans then being serviced
thereunder and an accounting of amounts collected or held by it and otherwise
use its best efforts to effect the orderly and efficient transfer of such
substitute Subservicing Agreement to the assuming party.
Section 3.08 COLLECTION OF MORTGAGE LOAN PAYMENTS; SERVICER
CUSTODIAL ACCOUNTS; CERTIFICATE ACCOUNT AND
UPPER-TIER CERTIFICATE ACCOUNT.
(a) Continuously from the date hereof until the principal and
interest on all Mortgage Loans are paid in full, each Servicer will proceed
diligently, in accordance with this Agreement, to collect all payments due under
each of the Mortgage Loans it services when the same shall become due and
payable. Further, each Servicer will in accordance with all applicable law and
Customary Servicing Procedures ascertain and estimate taxes, assessments, fire
and hazard insurance premiums, mortgage insurance premiums and all other charges
with respect to the Mortgage Loans it services that, as provided in any
Mortgage, will become due and payable to the end that the installments payable
by the Mortgagors will be sufficient to pay such charges as and when they become
due and payable. Consistent with the foregoing, either Servicer may in its
discretion (i) waive any late payment charge or any prepayment charge or penalty
interest in connection with the prepayment of a Mortgage Loan it services and
(ii) extend the due dates for payments due on a Mortgage Note for a period not
greater than 120 days; provided, however, that a Servicer cannot extend the
maturity of any such Mortgage Loan past the date on which the final payment is
due on the latest maturing Mortgage Loan as of the Cut-Off Date. In the event of
any such arrangement, the Servicer permitting such arrangement shall make
Periodic Advances on the related Mortgage Loan in accordance with the provisions
of Section 3.20 during the scheduled period in accordance with the amortization
schedule of such Mortgage Loan without modification thereof by reason of such
arrangements. A Servicer shall not be required to institute or join in
litigation with respect to collection of any payment (whether under a Mortgage,
Mortgage Note or otherwise or against any public or governmental authority with
respect to a taking or condemnation) if it reasonably believes that enforcing
the provision of the Mortgage or other instrument pursuant to which such payment
is required is prohibited by applicable law.
(b) The NMC Servicer shall establish and maintain the NMC Servicer
Custodial Account. The BA Servicer shall establish and maintain the BA Servicer
Custodial Account. The NMC Servicer shall deposit or cause to be deposited into
the NMC Servicer Custodial Account and the BA Servicer shall deposit or cause to
be deposited into the BA Servicer Custodial Account, both on a daily basis
within one Business Day of receipt, except as otherwise specifically provided
herein, the following payments and collections remitted by Subservicers or
received by such Servicer in respect of Mortgage Loans it services subsequent to
the Cut-Off Date (other than in respect of principal and interest due on the
Mortgage Loans on or before the Cut-Off Date) and the following amounts required
to be deposited hereunder with respect to the Mortgage Loans it services:
(i) all payments on account of principal of such Mortgage Loans,
including Principal Prepayments;
(ii) all payments on account of interest on such Mortgage Loans,
net of the Servicing Fee;
(iii) (A) all Insurance Proceeds and Liquidation Proceeds, other
than Insurance Proceeds to be (1) applied to the restoration or repair of
the Mortgaged Property, (2) released to the Mortgagor in accordance with
Customary Servicing Procedures or (3) required to be deposited to an
Escrow Account pursuant to Section 3.09(a) and (B) any Insurance Proceeds
released from an Escrow Account pursuant to Section 3.09(b)(iv);
(iv) any amount required to be deposited by such Servicer
pursuant to Section 3.08(d) in connection with any losses on Permitted
Investments with respect to such Servicer Custodial Account;
(v) any amounts required to be deposited by such Servicer
pursuant to Section 3.14;
(vi) all Repurchase Prices and all Substitution Adjustment
Amounts received by such Servicer;
(vii) Periodic Advances made by such Servicer pursuant to
Section 3.20 and any payments of Compensating Interest; and
(viii) any other amounts required to be deposited hereunder.
The foregoing requirements for deposits to the Servicer Custodial
Accounts by the Servicers shall be exclusive, it being understood and agreed
that, without limiting the generality of the foregoing, payments in the nature
of prepayment penalties, late payment charges or assumption fees, if collected,
need not be deposited by the Servicers. If a Servicer shall deposit in the
related Servicer Custodial Account any amount not required to be deposited, it
may at any time withdraw or direct the institution maintaining such Servicer
Custodial Account to withdraw such amount from such Servicer Custodial Account,
any provision herein to the contrary notwithstanding. Each Servicer Custodial
Account may contain funds that belong to one or more trust funds created for
mortgage pass-through certificates of other series and may contain other funds
respecting payments on mortgage loans belonging to the applicable Servicer or
serviced by such Servicer on behalf of others. Notwithstanding such commingling
of funds, each Servicer shall keep records that accurately reflect the funds on
deposit in the applicable Servicer Custodial Account that have been identified
by it as being attributable to the Mortgage Loans it services. Each Servicer
shall maintain adequate records with respect to all withdrawals made pursuant to
this Section 3.08. All funds required to be deposited in a Servicer Custodial
Account shall be held in trust for the Certificateholders until withdrawn in
accordance with Section 3.11.
(c) The Trustee shall establish and maintain, on behalf of the
Certificateholders, the Certificate Account. The Trustee shall, promptly upon
receipt, deposit in the Certificate Account and retain therein the following:
(i) the aggregate amount remitted by each Servicer to the
Trustee pursuant to Section 3.11(a)(viii);
(ii) any amount paid by the Trustee pursuant to Section 3.08(d)
in connection with any losses on Permitted Investments with respect to the
Certificate Account; and
(iii) any other amounts deposited hereunder which are required
to be deposited in the Certificate Account.
If a Servicer shall remit any amount not required to be remitted, it
may at any time direct the Trustee to withdraw such amount from the Certificate
Account, any provision herein to the contrary notwithstanding. Such direction
may be accomplished by delivering an Officer's Certificate to the Trustee which
describes the amounts deposited in error in the Certificate Account. All funds
required to be deposited in the Certificate Account shall be held by the Trustee
in trust for the Certificateholders until disbursed in accordance with this
Agreement or withdrawn in accordance with Section 3.11. In no event shall the
Trustee incur liability for withdrawals from the Certificate Account at the
direction of a Servicer.
(d) Each institution at which either Servicer Custodial Account or
the Certificate Account is maintained shall invest the funds therein as directed
in writing by the NMC Servicer (with respect to the NMC Servicer Custodial
Account), the BA Servicer (with respect to the BA Servicer Custodial Account) or
the Trustee (with respect to the Certificate Account) in Permitted Investments,
which shall mature not later than (i) in the case of either Servicer Custodial
Account, the Business Day next preceding the related Remittance Date (except
that if such Permitted Investment is an obligation of the institution that
maintains such account, then such Permitted Investment shall mature not later
than such Remittance Date) and (ii) in the case of the Certificate Account, the
Business Day next preceding the Distribution Date (except that if such Permitted
Investment is an obligation of the institution that maintains such account, then
such Permitted Investment shall mature not later than such Distribution Date)
and, in each case, shall not be sold or disposed of prior to its maturity. All
such Permitted Investments shall be made in the name of the Trustee, for the
benefit of the Certificateholders. All income and gain (net of any losses)
realized from any such investment of funds on deposit in the NMC Servicer
Custodial Account shall be for the benefit of the NMC Servicer as servicing
compensation and shall be retained by it monthly as provided herein. All income
or gain (net of any losses) realized from any such investment of funds on
deposit in the BA Servicer Custodial Account shall be for the benefit of the BA
Servicer as servicing compensation and shall be retained by it monthly as
provided herein. All income or gain (net of any losses) realized from any such
investment of funds on deposit in the Certificate Account shall be for the
benefit of the Trustee as additional compensation and shall be retained by it
monthly as provided herein. The amount of any losses realized in the NMC
Servicer Custodial Account, the BA Servicer Custodial Account or the Certificate
Account incurred in any such account in respect of any such investments shall
promptly be deposited by the NMC Servicer in the NMC Servicer Custodial Account,
the BA Servicer in the BA Servicer Custodial Account or by the Trustee in the
Certificate Account, as applicable.
(e) A Servicer shall give notice to the Trustee of any proposed
change of the location of the Servicer Custodial Account maintained by such
Servicer not later than 30 days and not more than 45 days prior to any change
thereof. The Trustee shall give notice to the Servicers, each Rating Agency and
the Depositor of any proposed change of the location of the Certificate Account
not later than 30 days and not more than 45 days prior to any change thereof.
The creation of any Servicer Custodial Account shall be evidenced by a
certification substantially in the form of EXHIBIT F hereto. A copy of such
certification shall be furnished to the Trustee.
(f) The Trustee shall establish and maintain the Upper-Tier
Certificate Account. On each Distribution Date (other than the Final
Distribution Date, if such Final Distribution Date is in connection with a
purchase of the assets of the Trust Estate by the Depositor), the Trustee shall,
from funds available on deposit in the Certificate Account, deposit, in
immediately available funds, by wire transfer or otherwise, into the Upper-Tier
Certificate Account, the Lower-Tier Distribution Amount.
Section 3.09 COLLECTION OF TAXES, ASSESSMENTS AND SIMILAR ITEMS;
ESCROW ACCOUNTS.
(a) To the extent required by the related Mortgage Note and not
violative of current law, each Servicer shall segregate and hold all funds
collected and received pursuant to each Mortgage Loan serviced by such Servicer
which constitute Escrow Payments in trust separate and apart from any of its own
funds and general assets and for such purpose shall establish and maintain one
or more escrow accounts (collectively, the "ESCROW ACCOUNT"), titled "[Insert
name of Servicer], in trust for registered holders of Bank of America Mortgage
Securities, Inc. Mortgage Pass-Through Certificates, Series 1999-2 and various
Mortgagors." The Escrow Account shall be established with a commercial bank, a
savings bank or a savings and loan association that meets the guidelines set
forth by FNMA or FHLMC as an eligible institution for escrow accounts and which
is a member of the Automated Clearing House. In any case, the Escrow Account
shall be insured by the FDIC to the fullest extent permitted by law. Each
Servicer shall deposit in the appropriate Escrow Account on a daily basis, and
retain therein: (i) all Escrow Payments collected on account of the Mortgage
Loans serviced by such Servicer, (ii) all amounts representing proceeds of any
hazard insurance policy which are to be applied to the restoration or repair of
any related Mortgaged Property; (iii) all amounts representing proceeds of any
Primary Insurance Policy; and (iv) all amounts representing Buydown Funds.
Nothing herein shall require either Servicer to compel a Mortgagor to establish
an Escrow Account in violation of applicable law.
(b) Withdrawals of amounts so collected from the Escrow Accounts
may be made by the related Servicer only (i) to effect timely payment of taxes,
assessments, mortgage insurance premiums, fire and hazard insurance premiums,
condominium or PUD association dues, or comparable items constituting Escrow
Payments for the related Mortgage, (ii) to reimburse such Servicer out of
related Escrow Payments made with respect to a Mortgage Loan for any Servicing
Advance made by such Servicer pursuant to Section 3.09(c) with respect to such
Mortgage Loan, (iii) to refund to any Mortgagor any sums determined to be
overages, (iv) for transfer to the related Servicer Custodial Account upon
default of a Mortgagor or in accordance with the terms of the related Mortgage
Loan and if permitted by applicable law, (v) for application to restore or
repair the Mortgaged Property, (vi) to pay to the Mortgagor, to the extent
required by law, any interest paid on the funds deposited in the Escrow Account,
(vii) to pay to itself any interest earned on funds deposited in the Escrow
Account (and not required to be paid to the Mortgagor), (viii) to the extent
permitted under the terms of the related Mortgage Note and applicable law, to
pay late fees with respect to any Monthly Payment which is received after the
applicable grace period, (ix) to withdraw suspense payments that are deposited
into the Escrow Account, (x) to withdraw any amounts inadvertently deposited in
the Escrow Account; (xi) to clear and terminate the Escrow Account upon the
termination of this Agreement in accordance with Section 10.01; or (xii) to
deposit in the related Servicer Custodial Account amounts available in
accordance with any Buydown Agreement. Any Escrow Account shall not be a part of
the Trust Estate.
(c) With respect to each Mortgage Loan it services, each Servicer
shall maintain accurate records reflecting the status of taxes, assessments and
other charges which are or may become a lien upon the Mortgaged Property and the
status of Primary Insurance Policy premiums and fire and hazard insurance
coverage. Each Servicer 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 the Escrow Account, if any, which shall have been
estimated and accumulated by such Servicer in amounts sufficient for such
purposes, as allowed under the terms of the Mortgage. To the extent that a
Mortgage does not provide for Escrow Payments, the related Servicer shall
determine that any such payments are made by the Mortgagor. The related Servicer
assumes full responsibility for the timely payment of all such bills and shall
effect timely payments of all such bills irrespective of each Mortgagor's
faithful performance in the payment of same or the making of the Escrow
Payments. The related Servicer shall advance any such payments that are not
timely paid, but such Servicer shall be required so to advance only to the
extent that such Servicing Advances, in the good faith judgment of such
Servicer, will be recoverable by such Servicer out of Insurance Proceeds,
Liquidation Proceeds or otherwise.
Section 3.10 ACCESS TO CERTAIN DOCUMENTATION AND INFORMATION
REGARDING THE MORTGAGE LOANS.
Each Servicer shall afford the Trustee reasonable access to all
records and documentation regarding the Mortgage Loans serviced by said Servicer
and all accounts, insurance information and other matters relating to this
Agreement, such access being afforded without charge, but only upon reasonable
request and during normal business hours at the office designated by the
applicable Servicer.
Upon reasonable advance notice in writing, each Servicer will
provide to each Certificateholder which is a savings and loan association, bank
or insurance company certain reports and reasonable access to information and
documentation regarding the Mortgage Loans serviced by such Servicer sufficient
to permit such Certificateholder to comply with applicable regulations of the
OTS or other regulatory authorities with respect to investment in the
Certificates; provided that such Servicer shall be entitled to be reimbursed by
each such Certificateholder for actual expenses incurred by such Servicer in
providing such reports and access.
Section 3.11 PERMITTED WITHDRAWALS FROM THE SERVICER CUSTODIAL
ACCOUNTS, CERTIFICATE ACCOUNT AND UPPER-TIER
CERTIFICATE ACCOUNT.
(a) The NMC Servicer may from time to time make withdrawals from
the NMC Servicer Custodial Account, and the BA Servicer may from time to time
make withdrawals from the BA Servicer Custodial Account, for the following
purposes:
(i) to pay to the related Servicer (to the extent not previously
retained), the servicing compensation to which it is entitled pursuant to
Section 3.17, and to pay to the related Servicer, as additional servicing
compensation, earnings on or investment income with respect to funds in or
credited to the related Servicer Custodial Account;
(ii) to reimburse the related Servicer for unreimbursed Advances
made by it, such right of reimbursement pursuant to this clause (ii) being
limited to amounts received on the Mortgage Loan(s) in respect of which
any such Advance was made;
(iii) to reimburse the related Servicer for any Nonrecoverable
Advance previously made;
(iv) to reimburse the related Servicer for Insured Expenses from
the related Insurance Proceeds;
(v) to pay to the purchaser, with respect to each Mortgage Loan
or REO Property that has been purchased pursuant to Section 2.02 or 2.05,
all amounts received thereon after the date of such purchase;
(vi) to reimburse the related Servicer or the Depositor for
expenses incurred by any of them and reimbursable pursuant to Section
7.03;
(vii) to withdraw any amount deposited in the related Servicer
Custodial Account and not required to be deposited therein;
(viii) on or prior to the Remittance Date, to withdraw an amount
equal to the related Pool Distribution Amount, the related Trustee Fee and
any other amounts due to the Trustee under this Agreement for such
Distribution Date, to the extent on deposit, and remit such amount in
immediately available funds to the Trustee for deposit in the Certificate
Account; and
(ix) to clear and terminate the related Servicer Custodial
Account upon termination of this Agreement pursuant to Section 10.01.
Each Servicer shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
withdrawal from the related Servicer Custodial Account pursuant to clauses (i),
(ii), (iv) and (v). Prior to making any withdrawal from the related Servicer
Custodial Account pursuant to clause (iii), each Servicer shall deliver to the
Trustee an Officer's Certificate of a Servicing Officer indicating the amount of
any previous Advance determined by such Servicer to be a Nonrecoverable Advance
and identifying the related Mortgage Loan(s) and their respective portions of
such Nonrecoverable Advance.
(b) The Trustee shall withdraw funds from the Certificate Account
for distributions to Certificateholders in the manner specified in this
Agreement. In addition, the Trustee may from time to time make withdrawals from
the Certificate Account for the following purposes:
(i) to pay to itself the Trustee Fee and any other amounts due
to the Trustee under this Agreement for the related Distribution Date;
(ii) to pay to itself as additional compensation earnings on or
investment income with respect to funds in the Certificate Account;
(iii) to withdraw and return to the related Servicer any amount
deposited in the Certificate Account and not required to be deposited
therein; and
(iv) to clear and terminate the Certificate Account upon
termination of the Agreement pursuant to Section 10.01.
(c) Notwithstanding anything herein to the contrary, the Classes
of Certificates (other than the Class A-LR Certificate) shall not receive
distributions directly from the Certificate Account. On each Distribution Date,
funds on deposit in the Upper-Tier Certificate Account shall be used to make
payment on the Classes of Certificates (other than the Class A-LR Certificate)
as provided in Sections 5.01 and 5.02. The Upper-Tier Certificate Account shall
be cleared and terminated upon termination of this Agreement pursuant to Section
10.01.
Section 3.12 MAINTENANCE OF HAZARD INSURANCE.
Each Servicer shall cause to be maintained for each Mortgage Loan
serviced by such Servicer 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 lesser of (a) the full insurable value of the Mortgaged
Property or (b) the greater of (i) the outstanding principal balance owing on
the Mortgage Loan and (ii) an amount such that the proceeds of such insurance
shall be sufficient to avoid the application to the Mortgagor or loss payee of
any coinsurance clause under the policy. If the Mortgaged Property is in an area
identified in the Federal Register by the Federal Emergency Management Agency as
having special flood hazards (and such flood insurance has been made available)
the related Servicer will cause to be maintained a flood insurance policy
meeting the requirements of the current guidelines of the Federal Insurance
Administration and the requirements of FNMA or FHLMC. Each Servicer shall also
maintain on REO Property serviced by such Servicer, fire and hazard insurance
with extended coverage in an amount which is at least equal to the maximum
insurable value of the improvements which are a part of such property, liability
insurance and, to the extent required, flood insurance in an amount required
above. Any amounts collected by a Servicer under any such policies (other than
amounts to be deposited in an Escrow Account and applied to the restoration or
repair of the property subject to the related Mortgage or property acquired in
liquidation of the Mortgage Loan, or to be released to the Mortgagor in
accordance with Customary Servicing Procedures) shall be deposited in the
related Servicer Custodial Account, subject to withdrawal pursuant to Section
3.11(a). It is understood and agreed that no earthquake or other additional
insurance need be required by a 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 loss payable to the related Servicer, and shall provide for at least 30
days prior written notice of any cancellation, reduction in amount or material
change in coverage to such Servicer.
The hazard insurance policies for each Mortgage Loan secured by a
unit in a condominium development or planned unit development shall be
maintained with respect to such Mortgage Loan and the related development in a
manner which is consistent with FNMA requirements.
Notwithstanding the foregoing, either Servicer may maintain a
blanket policy insuring against hazard losses on all of the Mortgaged Properties
relating to the Mortgage Loans serviced by such Servicer in lieu of maintaining
the required hazard insurance policies for each Mortgage Loan and may maintain a
blanket policy insuring against special flood hazards in lieu of maintaining any
required flood insurance. Any such blanket policies shall (A) be consistent with
prudent industry standards, (B) name the related Servicer as loss payee, (C)
provide coverage in an amount equal to the aggregate unpaid principal balance on
the related Mortgage Loans without co-insurance, and (D) otherwise comply with
the requirements of this Section 3.12. Any such blanket policy may contain a
deductible clause; provided that if any Mortgaged Property is not covered by a
separate policy otherwise complying with this Section 3.12 and a loss occurs
with respect to such Mortgaged Property which loss would have been covered by
such a policy, the related Servicer shall deposit in the related Servicer
Custodial Account the difference, if any, between the amount that would have
been payable under a separate policy complying with Section 3.12 and the amount
paid under such blanket policy.
Section 3.13 ENFORCEMENT OF DUE-ON-SALE CLAUSES; ASSUMPTION
AGREEMENTS.
(a) Except as otherwise provided in this Section 3.13, when any
Mortgaged Property subject to a Mortgage has been conveyed by the Mortgagor, the
related Servicer shall use reasonable efforts, to the extent that it has actual
knowledge of such conveyance, to enforce any due-on-sale clause contained in any
Mortgage Note or Mortgage, to the extent permitted under applicable law and
governmental regulations, but only to the extent that such enforcement will not
adversely affect or jeopardize coverage under any Required Insurance Policy.
Notwithstanding the foregoing, a Servicer is not required to exercise such
rights with respect to a Mortgage Loan if the Person to whom the related
Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the
terms and conditions contained in the Mortgage Note and Mortgage related thereto
and the consent of the mortgagee under such Mortgage Note or Mortgage is not
otherwise required under such Mortgage Note or Mortgage as a condition to such
transfer. If (i) the related Servicer is prohibited by law from enforcing any
such due-on-sale clause, (ii) coverage under any Required Insurance Policy would
be adversely affected, (iii) the Mortgage Note does not include a due-on-sale
clause or (iv) nonenforcement is otherwise permitted hereunder, the related
Servicer is authorized, subject to Section 3.13(b), to take or enter into an
assumption and modification agreement from or with the Person to whom such
Mortgaged 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 state law, the Mortgagor remains liable thereon; provided that the
Mortgage Loan shall continue to be covered (if so covered before the related
Servicer enters such agreement) by the applicable Required Insurance Policies.
The related Servicer, subject to Section 3.13(b), is also authorized with the
prior approval of the insurers under any Required Insurance Policies 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. Notwithstanding the
foregoing, a Servicer shall not be deemed to be in default under this Section
3.13 by reason of any transfer or assumption which such Servicer reasonably
believes it is restricted by law from preventing, for any reason whatsoever.
(b) Subject to a Servicer's duty to enforce any due-on-sale clause
to the extent set forth in Section 3.13(a), in any case in which a Mortgaged
Property has been conveyed to a Person by a Mortgagor, and such Person is to
enter into an assumption agreement or modification agreement or supplement to
the Mortgage Note or Mortgage that requires the signature of the Trustee, or if
an instrument of release signed by the Trustee is required releasing the
Mortgagor from liability on the Mortgage Loan, the related Servicer shall
prepare and deliver or cause to be prepared and delivered to the Trustee for
signature and shall direct, in writing, the Trustee to execute the assumption
agreement with the Person to whom the Mortgaged Property is to be conveyed and
such modification agreement or supplement to the Mortgage Note or Mortgage or
other instruments as are reasonable or necessary to carry out the terms of the
Mortgage Note or Mortgage or otherwise to comply with any applicable laws
regarding assumptions or the transfer of the Mortgaged Property to such Person.
In no event shall the Trustee incur liability for executing any document under
this Section 3.13 at the direction of a Servicer. In connection with any such
assumption, no material term of the Mortgage Note may be changed. In addition,
the substitute Mortgagor and the Mortgaged Property must be acceptable to the
related Servicer in accordance with its underwriting standards as then in
effect. Together with each such substitution, assumption or other agreement or
instrument delivered to the Trustee for execution by it, the related Servicer
shall deliver an Officer's Certificate signed by a Servicing Officer stating
that the requirements of this subsection have been met. Each Servicer shall
notify the Trustee that any such substitution or assumption agreement has been
completed by forwarding to the Trustee (or at the direction of the Trustee, the
Custodian) the original of such substitution or assumption agreement, which in
the case of the original shall be added to the related Mortgage File and shall,
for all purposes, be considered a part of such Mortgage File to the same extent
as all other documents and instruments constituting a part thereof. Any fee
collected by a Servicer for entering into an assumption or substitution of
liability agreement may be retained by such Servicer as additional master
servicing compensation. Notwithstanding the foregoing, to the extent permissible
under applicable law and at the request of either Servicer, the Trustee shall
execute and deliver to such Servicer any powers of attorney and other documents
prepared by such Servicer that are reasonably necessary or appropriate to enable
such Servicer to execute any assumption agreement or modification agreement
required to be executed by the Trustee under this Section 3.13.
Section 3.14 REALIZATION UPON DEFAULTED MORTGAGE LOANS; REO
PROPERTY.
(a) Each Servicer shall use reasonable efforts to foreclose upon
or otherwise comparably convert the ownership of Mortgaged Properties securing
such of the Mortgage Loans serviced by such Servicer as come into and continue
in default and as to which no satisfactory arrangements can be made for
collection of delinquent payments. In connection with such foreclosure or other
conversion, each Servicer shall follow Customary Servicing Procedures and shall
meet the requirements of the insurer under any Required Insurance Policy;
provided, however, that either Servicer may enter into a special servicing
agreement with an unaffiliated Holder of 100% Percentage Interest of a Class of
Class B Certificates or a holder of a class of securities representing interests
in the Class B Certificates and any other subordinated mortgage pass-through
certificates. Such agreement shall be subject to each Rating Agency's
acknowledgment that the ratings of the Certificates in effect immediately prior
to the entering into such agreement would not be qualified, downgraded or
withdrawn and the Certificates would not be placed on credit review status
(except for possible upgrading) as a result of such agreement. Any such
agreement may contain provisions whereby such holder may instruct the applicable
Servicer to commence or delay foreclosure proceedings with respect to delinquent
Mortgage Loans serviced by such Servicer and will contain provisions for the
deposit of cash by the holder that would be available for distribution to
Certificateholders if Liquidation Proceeds are less than they otherwise may have
been had the Servicer acted in accordance with its normal procedures.
Notwithstanding the foregoing, a Servicer shall not be required to expend its
own funds in connection with any foreclosure or towards the restoration of any
Mortgaged Property unless it shall determine (i) that such restoration and/or
foreclosure will increase the proceeds of liquidation of the Mortgage Loan after
reimbursement to itself of such expenses and (ii) that such expenses will be
recoverable to it through proceeds of the liquidation of the Mortgage Loan
(respecting which it shall have priority for purposes of withdrawals from the
related Servicer Custodial Account). Any such expenditures shall constitute
Servicing Advances for purposes of this Agreement.
The decision of either Servicer to foreclose on a defaulted Mortgage
Loan shall be subject to a determination by such Servicer that the proceeds of
such foreclosure would exceed the costs and expenses of bringing such a
proceeding.
Unless the related Buydown Agreement provides otherwise, neither
Servicer may use Buydown Funds relating to a Mortgage Loan to cure a delinquency
with respect to such Mortgage Loan. Any Buydown Funds remaining in the
associated Escrow Account of a Mortgage Loan in foreclosure must be disposed of
in accordance with the terms of the related Buydown Agreement.
With respect to any REO Property, the deed or certificate of sale
shall be taken in the name of the Trustee for the benefit of the
Certificateholders, or its nominee, on behalf of the Certificateholders. The
Trustee's name shall be placed on the title to such REO Property solely as the
Trustee hereunder and not in its individual capacity. The related Servicer shall
ensure that the title to such REO Property references this Agreement and the
Trustee's capacity hereunder. Pursuant to its efforts to sell such REO Property,
the related Servicer shall either itself or through an agent selected by such
Servicer manage, conserve, protect and operate such 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. Incident to its conservation and
protection of the interests of the Certificateholders, such Servicer may rent
the same, or any part thereof, as such Servicer deems to be in the best interest
of the Certificateholders for the period prior to the sale of such REO Property.
Each Servicer shall prepare for and deliver to the Trustee a statement with
respect to each REO Property serviced by such Servicer that has been rented, if
any, showing the aggregate rental income received and all expenses incurred in
connection with the management and maintenance of such REO Property at such
times as is necessary to enable the Trustee to comply with the reporting
requirements of the REMIC Provisions; provided, however, that a Servicer shall
have no duty to rent any REO Property on behalf of the Trust. The net monthly
rental income, if any, from such REO Property shall be deposited in the related
Servicer Custodial Account no later than the close of business on each
Determination Date. Each Servicer shall perform, with respect to the Mortgage
Loans serviced by such Servicer, the tax reporting and withholding required by
Sections 1445 and 6050J of the Code with respect to foreclosures and
abandonments, the tax reporting required by Section 6050H of the Code with
respect to the receipt of mortgage interest from individuals and, if required by
Section 6050P of the Code with respect to the cancellation of indebtedness by
certain financial entities, by preparing such tax and information returns as may
be required, in the form required. Each Servicer shall deliver copies of such
reports to the Trustee.
If the Trust acquires any Mortgaged Property as described above or
otherwise in connection with a default or a default which is reasonably
foreseeable on a Mortgage Loan, the related Servicer shall dispose of such
Mortgaged Property prior to the end of the third calendar year following the
year of its acquisition by the Trust (such period, the "REO DISPOSITION PERIOD")
unless (A) the Trustee shall have been supplied by such Servicer with an Opinion
of Counsel to the effect that the holding by the Trust of such Mortgaged
Property subsequent to the REO Disposition Period will not result in the
imposition of taxes on "prohibited transactions" on either the Upper-Tier REMIC
or the Lower-Tier REMIC (as defined in Section 860F of the Code) or cause either
REMIC to fail to qualify as a REMIC at any time that any Certificates are
outstanding, or (B) the Trustee (at such Servicer's expense) or such Servicer
shall have applied for, prior to the expiration of the REO Disposition Period,
an extension of the REO Disposition Period in the manner contemplated by Section
856(e)(3) of the Code. If such an Opinion of Counsel is provided or such an
exemption is obtained, the Trust may continue to hold such Mortgaged Property
(subject to any conditions contained in such Opinion of Counsel) for the
applicable period. Notwithstanding any other provision of this Agreement, no
Mortgaged Property acquired by the Trust 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 in such a manner or pursuant to any terms that would (i) cause such
Mortgaged Property to fail to qualify as "foreclosure property" within the
meaning of Section 860G(a)(8) of the Code or (ii) subject either REMIC to the
imposition of any federal, state or local income taxes on the income earned from
such Mortgaged Property under Section 860G(c) of the Code or otherwise, unless
the related Servicer has agreed to indemnify and hold harmless the Trust with
respect to the imposition of any such taxes. Each Servicer shall identify to the
Trustee any Mortgaged Property relating to a Mortgage Loan serviced by such
Servicer held by the Trust for 30 months for which no plans to dispose of such
Mortgaged Property by such Servicer have been made. After delivery of such
identification, the related Servicer shall proceed to dispose of any such
Mortgaged Property by holding a commercially reasonable auction for such
property.
The income earned from the management of any REO Properties, net of
reimbursement to the related Servicer for expenses incurred (including any
property or other taxes) in connection with such management and net of
unreimbursed Servicing Fees, Periodic Advances and Servicing Advances, shall be
applied to the payment of principal of and interest on the related defaulted
Mortgage Loans (solely for the purposes of allocating principal and interest,
interest shall be treated as accruing as though such Mortgage Loans were still
current) and all such income shall be deemed, for all purposes in this
Agreement, to be payments on account of principal and interest on the related
Mortgage Notes and shall be deposited into the related Servicer Custodial
Account. To the extent the net income received during any calendar month is in
excess of the amount attributable to amortizing principal and accrued interest
at the related Mortgage Interest Rate on the related Mortgage Loan for such
calendar month, such excess shall be considered to be a partial prepayment of
principal of the related Mortgage Loan.
The proceeds from any liquidation of a Mortgage Loan, as well as any
income from an REO Property, will be applied in the following order of priority:
first, to reimburse the related Servicer for any related unreimbursed Servicing
Advances and Servicing Fees; second, to reimburse the related Servicer for any
unreimbursed Periodic Advances and to reimburse the related Servicer Custodial
Account for any Nonrecoverable Advances (or portions thereof) that were
previously withdrawn by the related Servicer pursuant to Section 3.11(a)(iii)
that related to such Mortgage Loan; third, to accrued and unpaid interest (to
the extent no Periodic Advance has been made for such amount or any such
Periodic Advance has been reimbursed) on the Mortgage Loan or related REO
Property, at the Mortgage Rate to the Due Date occurring in the month in which
such amounts are required to be distributed; and fourth, as a recovery of
principal of the Mortgage Loan. Excess Proceeds, if any, from the liquidation of
a Liquidated Mortgage Loan will be retained by the related Servicer as
additional servicing compensation pursuant to Section 3.17.
(b) Each Servicer shall promptly notify the Depositor of any
Mortgage Loan serviced by such Servicer which comes into default. The Depositor
shall be entitled, at its option, to repurchase (i) any such defaulted Mortgage
Loan from the Trust Estate if, in the Depositor's judgment, the default is not
likely to be cured by the Mortgagor or (ii) any Mortgage Loan in the Trust
Estate which pursuant to Section 4(b) of the applicable Mortgage Loan Purchase
Agreement the applicable Seller requests the Depositor to repurchase and to sell
to such Seller to facilitate the exercise of the Seller's rights against the
originator or prior holder of such Mortgage Loan. The purchase price for any
such Mortgage Loan shall be 100% of the unpaid principal balance of such
Mortgage Loan plus accrued interest thereon at the Mortgage Interest Rate (less
the Servicing Fee Rate for such Mortgage Loan) through the last day of the month
in which such repurchase occurs. Upon the receipt of such purchase price, the
applicable Servicer shall provide to the Trustee the notification required by
Section 3.15 and the Trustee or the Custodian shall promptly release to the
Depositor the Mortgage File relating to the Mortgage Loan being repurchased.
Section 3.15 TRUSTEE TO COOPERATE; RELEASE OF MORTGAGE FILES.
Upon the payment in full of any Mortgage Loan, or the receipt by a
Servicer of a notification that payment in full will be escrowed in a manner
customary for such purposes, the related Servicer will immediately notify the
Trustee (or, at the direction of the Trustee, the Custodian) by delivering, or
causing to be delivered, two copies (one of which will be returned to such
Servicer with the Mortgage File) of a Request for Release (which may be
delivered in an electronic format acceptable to the Trustee and the related
Servicer). Upon receipt of such request, the Trustee or the Custodian, as
applicable, shall within seven Business Days release the related Mortgage File
to the related Servicer. The Trustee shall at the related Servicer's direction
execute and deliver to such Servicer the request for reconveyance, deed of
reconveyance or release or satisfaction of mortgage or such instrument releasing
the lien of the Mortgage, in each case provided by such Servicer, together with
the Mortgage Note with written evidence of cancellation thereon. Expenses
incurred in connection with any instrument of satisfaction or deed of
reconveyance shall be chargeable to the related Mortgagor. From time to time and
as shall be appropriate for the servicing or foreclosure of any Mortgage Loan,
including for such purpose collection under any policy of flood insurance, any
fidelity bond or errors or omissions policy, or for the purposes of effecting a
partial release of any Mortgaged Property from the lien of the Mortgage or the
making of any corrections to the Mortgage Note or the Mortgage or any of the
other documents included in the Mortgage File, the Trustee or the Custodian, as
applicable, shall, upon delivery to the Trustee (or, at the direction of the
Trustee, the Custodian) of a Request for Release signed by a Servicing Officer,
release the Mortgage File within seven Business Days to the related Servicer.
Subject to the further limitations set forth below, the related Servicer shall
cause the Mortgage File so released to be returned to the Trustee or the
Custodian, as applicable, when the need therefor by such Servicer no longer
exists, unless the Mortgage Loan is liquidated and the proceeds thereof are
deposited in the related Servicer Custodial Account, in which case the related
Servicer shall deliver to the Trustee or the Custodian, as applicable, a Request
for Release, signed by a Servicing Officer.
The Trustee shall execute and deliver to either Servicer any powers
of attorney and other documents prepared by such Servicer that are reasonably
necessary or appropriate to enable such Servicer to carry out its servicing and
administrative duties under this Agreement, upon the request of such Servicer.
In addition, upon prepayment in full of any Mortgage Loan or the receipt of
notice that funds for such purpose have been placed in escrow, the related
Servicer is authorized to give, as attorney-in-fact for the Trustee and the
mortgagee under the Mortgage, an instrument of satisfaction (or Assignment of
Mortgage without recourse) regarding the Mortgaged Property relating to such
Mortgage Loan, which instrument of satisfaction or Assignment of Mortgage, as
the case may be, shall be delivered to the Person entitled thereto against
receipt of the prepayment in full. In lieu of executing such satisfaction or
Assignment of Mortgage, or if another document is required to be executed by the
Trustee, the related Servicer may deliver or cause to be delivered to the
Trustee, for signature, as appropriate, any court pleadings, requests for
trustee's sale or other documents necessary to effectuate such foreclosure or
any legal action brought to obtain judgment against the Mortgagor on the
Mortgage Note or the Mortgage or to obtain a deficiency judgment or to enforce
any other remedies or rights provided by the Mortgage Note or the Mortgage or
otherwise available at law or in equity.
Section 3.16 DOCUMENTS, RECORDS AND FUNDS IN POSSESSION OF THE
SERVICERS TO BE HELD FOR THE TRUSTEE.
Each Servicer shall transmit to the Trustee or, at the direction of
the Trustee, the Custodian as required by this Agreement all documents and
instruments in respect of a Mortgage Loan serviced by such Servicer coming into
the possession of such Servicer from time to time and shall account fully to the
Trustee for any funds received by such Servicer or which otherwise are collected
by such Servicer as Liquidation Proceeds or Insurance Proceeds in respect of any
Mortgage Loan serviced by such Servicer. The documents constituting the
Servicing File shall be held by the related Servicer as custodian and bailee for
the Trustee. All Mortgage Files and funds collected or held by, or under the
control of, either Servicer in respect of any Mortgage Loans, whether from the
collection of principal and interest payments or from Liquidation Proceeds,
including but not limited to, any funds on deposit in the related Servicer
Custodial Account, shall be held by such Servicer for and on behalf of the
Trustee and shall be and remain the sole and exclusive property of the Trustee,
subject to the applicable provisions of this Agreement. Each Servicer also
agrees that it shall not knowingly create, incur or subject any Mortgage File or
any funds that are deposited in the related Servicer Custodial Account,
Certificate Account or any Escrow Account, or any funds that otherwise are or
may become due or payable to the Trustee for the benefit of the
Certificateholders, to any claim, lien, security interest, judgment, levy, writ
of attachment or other encumbrance created by such Servicer, or assert by legal
action or otherwise any claim or right of setoff against any Mortgage File or
any funds collected on, or in connection with, a Mortgage Loan, except, however,
that each Servicer shall be entitled to set off against and deduct from any such
funds any amounts that are properly due and payable to such Servicer under this
Agreement.
Section 3.17 SERVICING COMPENSATION.
Each Servicer shall be entitled out of each payment of interest on a
Mortgage Loan (or portion thereof) serviced by such Servicer and included in the
Trust Estate to retain or withdraw from the related Servicer Custodial Account
an amount equal to the Servicing Fee for such Distribution Date.
Additional servicing compensation in the form of Excess Proceeds,
prepayment penalties, assumption fees, late payment charges and all income and
gain net of any losses realized from Permitted Investments and all other
customary and ancillary income and fees shall be retained by the related
Servicer to the extent not required to be deposited in the related Servicer
Custodial Account pursuant to Section 3.08(b). Each 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 in this Agreement.
Notwithstanding the foregoing, with respect to the payment of the
Servicing Fee on any Distribution Date, the aggregate Servicing Fee for each
Servicer for such Distribution Date shall be reduced (but not below zero) by an
amount equal to the lesser of (a) the Prepayment Interest Shortfall for such
Distribution Date relating to the Mortgage Loans serviced by such Servicer and
(b) one-twelfth of 0.25% of the aggregate Scheduled Principal Balance of such
Mortgage Loans for such Distribution Date (any such reduction, "COMPENSATING
INTEREST").
Section 3.18 ANNUAL STATEMENT AS TO COMPLIANCE.
Each Servicer shall deliver to the Trustee and each Rating Agency on
or before 90 days after the end of such Servicer's fiscal year, commencing with
its 1999 fiscal year, an Officer's Certificate stating, as to the signer
thereof, that (a) a review of the activities of such Servicer during the
preceding calendar year and of the performance of such Servicer under this
Agreement has been made under such officer's supervision, and (b) to the best of
such officer's knowledge, based on such review, such 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 officer and the nature and status thereof.
Section 3.19 ANNUAL INDEPENDENT PUBLIC ACCOUNTANTS' SERVICING
STATEMENT; FINANCIAL STATEMENTS.
Each Servicer shall, at its own expense, on or before 90 days after
the end of such Servicer's fiscal year, commencing with its 1999 fiscal year,
cause a firm of independent public accountants (who may also render other
services to such Servicer or any affiliate thereof) which is a member of the
American Institute of Certified Public Accountants to furnish a statement to the
Trustee to the effect that such firm has with respect to such Servicer's overall
servicing operations, examined such operations in accordance with the
requirements of the Uniform Single Attestation Program for Mortgage Bankers,
stating such firm's conclusions relating thereto.
Section 3.20 ADVANCES.
Each Servicer shall determine on or before each Servicer Advance
Date whether it is required to make a Periodic Advance pursuant to the
definition thereof. If either Servicer determines it is required to make a
Periodic Advance, it shall, on or before the Servicer Advance Date, either (a)
deposit into the related Servicer Custodial Account an amount equal to the
Advance and/or (b) make an appropriate entry in its records relating to the
related Servicer Custodial Account that any portion of the Amount Held for
Future Distribution in such Servicer Custodial Account has been used by such
Servicer in discharge of its obligation to make any such Periodic Advance. Any
funds so applied shall be replaced by such Servicer by deposit in the related
Servicer Custodial Account no later than the close of business on the Business
Day preceding the next Servicer Advance Date. Each Servicer shall be entitled to
be reimbursed from the related Servicer Custodial Account for all Advances of
its own funds made pursuant to this Section 3.20 as provided in Section 3.11(a).
The obligation to make Periodic Advances with respect to any Mortgage Loan shall
continue until the ultimate disposition of the REO Property or Mortgaged
Property relating to such Mortgage Loan. Each Servicer shall inform the Trustee
of the amount of the Periodic Advance to be made by such Servicer on each
Servicer Advance Date no later than the related Remittance Date.
Each Servicer shall deliver to the Trustee on the related Servicer
Advance Date an Officer's Certificate of a Servicing Officer indicating the
amount of any proposed Periodic Advance determined by such Servicer to be a
Nonrecoverable Advance. Notwithstanding anything to the contrary, the related
Servicer shall not be required to make any Periodic Advance or Servicing Advance
that would be a Nonrecoverable Advance.
Section 3.21 MODIFICATIONS, WAIVERS, AMENDMENTS AND CONSENTS.
(a) Subject to this Section 3.21, each Servicer may agree to any
modification, waiver, forbearance, or amendment of any term of any Mortgage Loan
serviced by such Servicer without the consent of the Trustee or any
Certificateholder. All modifications, waivers, forbearances or amendments of any
Mortgage Loan shall be in writing and shall be consistent with Customary
Servicing Procedures.
(b) A Servicer shall not agree to enter into, and shall not enter
into, any modification, waiver (other than a waiver referred to in Section 3.13,
which waiver, if any, shall be governed by Section 3.13), forbearance or
amendment of any term of any Mortgage Loan if such modification, waiver,
forbearance, or amendment would:
(i) affect the amount or timing of any related payment of
principal, interest or other amount payable thereunder;
(ii) in such Servicer's judgment, materially impair the security
for such Mortgage Loan or reduce the likelihood of timely payment of
amounts due thereon; or
(iii) otherwise constitutes a "significant modification" within
the meaning of Treasury Regulations Section 1.860G-2(b);
unless, in either case, (A) such Mortgage Loan is 90 days or more past due or
(B) such Servicer delivers to the Trustee an Opinion of Counsel to the effect
that such modification, waiver, forbearance or amendment would not affect the
REMIC status of either the Upper-Tier REMIC or the Lower-Tier REMIC and, in
either case, such modification, waiver, forbearance or amendment is reasonably
likely to produce a greater recovery with respect to such Mortgage Loan than
would liquidation. Subject to Customary Servicing Procedures, either Servicer
may permit a forbearance for a Mortgage Loan serviced by such Servicer which in
such Servicer's judgment is subject to imminent default.
(c) Any payment of interest, which is deferred pursuant to any
modification, waiver, forbearance or amendment permitted hereunder, shall not,
for purposes hereof, including, without limitation, calculating monthly
distributions to Certificateholders, be added to the unpaid principal balance of
the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan
or such modification, waiver or amendment so permit.
(d) Either Servicer may, as a condition to granting any request by
a Mortgagor for consent, modification, waiver, forbearance or amendment, the
granting of which is within such Servicer's discretion pursuant to the Mortgage
Loan and is permitted by the terms of this Agreement, require that such
Mortgagor pay to such Servicer, as additional servicing compensation, a
reasonable or customary fee for the additional services performed in connection
with such request, together with any related costs and expenses incurred by such
Servicer, which amount shall be retained by such Servicer as additional
servicing compensation.
(e) Each Servicer shall notify the Trustee, in writing, of any
modification, waiver, forbearance or amendment of any term of any Mortgage Loan
serviced by such Servicer and the date thereof, and shall deliver to the Trustee
(or, at the direction of the Trustee, the Custodian) for deposit in the related
Mortgage File, an original counterpart of the agreement relating to such
modification, waiver, forbearance or amendment, promptly (and in any event
within ten Business Days) following the execution thereof; provided, however,
that if any such modification, waiver, forbearance or amendment is required by
applicable law to be recorded, the related Servicer (i) shall deliver to the
Trustee a copy thereof and (ii) shall deliver to the Trustee such document, with
evidence of notification upon receipt thereof from the public recording office.
Section 3.22 REPORTS TO THE SECURITIES AND EXCHANGE COMMISSION.
The Trustee shall, on behalf of the Trust, cause to be filed with
the Securities and Exchange Commission any periodic reports required to be filed
under the provisions of the Securities Exchange Act of 1934, as amended, and the
rules and regulations of the Securities and Exchange Commission thereunder, for
so long as any Certificates registered under the 1933 Act are outstanding (other
than the Current Report on Form 8-K to be filed by the Depositor in connection
with computational materials and the initial Current Report on Form 8-K to be
filed by the Depositor in connection with the issuance of the Certificates).
Upon the request of the Trustee, each of the Servicers and the Depositor shall
cooperate with the Trustee in the preparation of any such report and shall
provide to the Trustee in a timely manner all such information or documentation
as the Trustee may reasonably request in connection with the performance of its
duties and obligations under this Section.
ARTICLE IV
SERVICER'S CERTIFICATE
Section 4.01 SERVICER'S CERTIFICATE.
Each month, not later than 12:00 noon Eastern time on the Business
Day following each Determination Date, each Servicer shall deliver to the
Trustee, a Servicer's Certificate (in substance and format mutually acceptable
to such Servicer and the Trustee) certified by a Servicing Officer setting forth
the information necessary in order for the Trustee to perform its obligations
under this Agreement. The Trustee may conclusively rely upon the information
contained in a Servicer's Certificate for all purposes hereunder and shall have
no duty to verify or re-compute any of the information contained therein.
Each such statement shall be provided by the Trustee to any Holder
of a Certificate upon request and shall also, to the extent available, include
information regarding delinquencies on Mortgage Loans serviced by the Servicer
providing such statement, indicating the number and aggregate principal amount
of Mortgage Loans which are either one, two, three or more than three months
delinquent and the book value of any REO Property.
ARTICLE V
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;
REMIC ADMINISTRATION
Section 5.01 DISTRIBUTIONS. On each Distribution Date, based solely
on the information in the Servicer's Certificate the Trustee shall distribute
out of the Upper-Tier Certificate Account or Certificate Account, as applicable,
(to the extent funds are available therein) to each Certificateholder of record
on the related Record Date (other than as provided in Section 10.01 respecting
the final distribution) (a) by check mailed to such Certificateholder entitled
to receive a distribution on such Distribution Date at the address appearing in
the Certificate Register, or (b) upon written request by the Holder of a Regular
Certificate (in the event such Certificateholder owns of record 100% of a Class
of Certificates or holds Certificates of any Class having denominations
aggregating $1,000,000 or more), by wire transfer or by such other means of
payment as such Certificateholder and the Trustee shall agree upon, such
Certificateholder's Percentage Interest in the amount to which the related Class
of Certificates is entitled in accordance with the priorities set forth below in
Section 5.02.
None of the Holders of any Class of Certificates, the Depositor, the
Servicers or the Trustee shall in any way be responsible or liable to Holders of
any Class of Certificates in respect of amounts properly previously distributed
on any such Class.
Amounts distributed with respect to any Class of Certificates shall
be applied first to the distribution of interest thereon and then to principal
thereon.
Section 5.02 PRIORITIES OF DISTRIBUTION.
(a) On each Distribution Date, based solely on the information
contained in the Servicer's Certificate, the Trustee shall withdraw from the
Certificate Account (to the extent funds are available therein) (1) the amounts
payable to the Trustee pursuant to Sections 3.11(b)(i) and 3.11(b)(ii) and shall
pay such funds to itself, and (2) the Pool Distribution Amount, in an amount as
specified in written notice received by the Trustee from the Servicers no later
than the related Determination Date, and shall apply such funds, first, to
distributions in respect of the Uncertificated Lower-Tier Interests as specified
in this Section 5.02(a) for deposit in the Upper-Tier Certificate Account, and
then from the Upper-Tier Certificate Account to distributions on the
Certificates in the following order of priority and to the extent of such funds:
(i) to each Class of Senior Certificates (other than the Class
A-PO Certificates), an amount allocable to interest equal to the Interest
Distribution Amount for such Class, any shortfall being allocated among
such Classes in proportion to the amount of the Interest Distribution
Amount that would have been distributed in the absence of such shortfall
and any shortfall allocated to the Class A-14 Certificates being allocated
among the Components in proportion to the amount of Component Interest
Distribution Amount that would have been distributed with respect to such
Component in the absence of such shortfall; provided, however, that until
the applicable Accretion Termination Date, amounts that would have been
distributed pursuant to this clause to the Class A-10 Certificates or the
Class A-14 Certificates with respect to the Class A-14 TAC Component will
instead be distributed in reduction of the Class Certificate Balance
and/or Component Balance of the Classes of Certificates and/or Component
specified in Section 5.02(b);
(ii) concurrently to the Class A Certificates (other than the
Class A-PO Certificates) and the Class A-PO Certificates, pro rata, based
on their respective Senior Principal Distribution Amount and PO Principal
Amount, (A) to the Class A Certificates (other than the Class A-PO
Certificates), in an aggregate amount up to the Senior Principal
Distribution Amount, such distribution to be allocated among such Classes
in accordance with Section 5.02(b) and (B) to the Class A-PO Certificates
in an aggregate amount up to the PO Principal Amount;
(iii) to the Class A-PO Certificates, any Class A-PO Deferred
Amount, up to the Subordinate Principal Distribution Amount for such
Distribution Date from amounts otherwise distributable first to the Class
B-6 Certificates pursuant to clause (iv)(L) below, second to the Class B-5
Certificates pursuant to clause (iv)(J) below, third to the Class B-4
Certificates pursuant to clause (iv)(H) below, fourth to the Class B-3
Certificates pursuant to clause (iv)(F) below, fifth to the Clause B-2
Certificates pursuant to clause (iv)(D) below and finally to the Class B-1
Certificates pursuant to clause (iv)(B) below;
(iv) to each Class of Subordinate Certificates, subject to
paragraph (d) below, in the following order of priority:
(A) to the Class B-1 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
(B) to the Class B-1 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the Class A-PO Deferred Amount pursuant
to clause (iii) above until the Class Certificate Balance thereof
has been reduced to zero;
(C) to the Class B-2 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
(D) to the Class B-2 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the Class A-PO Deferred Amount pursuant
to clause (iii) above until the Class Certificate Balance thereof
has been reduced to zero;
(E) to the Class B-3 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
(F) to the Class B-3 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the Class A-PO Deferred Amount pursuant
to clause (iii) above until the Class Certificate Balance thereof
has been reduced to zero;
(G) to the Class B-4 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
(H) to the Class B-4 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the Class A-PO Deferred Amount pursuant
to clause (iii) above until the Class Certificate Balance thereof
has been reduced to zero;
(I) to the Class B-5 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
(J) to the Class B-5 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the Class A-PO Deferred Amount pursuant
to clause (iii) above until the Class Certificate Balance thereof
has been reduced to zero;
(K) to the Class B-6 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date; and
(L) to the Class B-6 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the Class A-PO Deferred Amount pursuant
to clause (iii) above until the Class Certificate Balance thereof
has been reduced to zero; and
(v) to the Holder of the Class A-R Certificate, any amounts
remaining in the Upper-Tier Certificate Account, and to the Holder of the
Class A-LR Certificate, any remaining Pool Distribution Amount.
On any Distribution Date, amounts distributed in respect of Class
A-PO Deferred Amounts will not reduce the Class Certificate Balance of the Class
A-PO Certificates.
All distributions in respect of the Interest Distribution Amount for
a Class or the Component Interest Distribution Amount for a Component will be
applied first with respect to the amount payable pursuant to clause (i) of the
definition of "INTEREST DISTRIBUTION AMOUNT" or "COMPONENT INTEREST DISTRIBUTION
AMOUNT," as applicable, and second with respect to the amount payable pursuant
to clause (ii) of such definitions.
On each Distribution Date, based solely on the information contained
in the Servicer's Certificate, each Uncertificated Lower-Tier Interest shall
receive distributions in respect of principal in an amount equal to the amount
of principal distributed to their respective Corresponding Upper-Tier Class,
Classes, Component or Components as provided herein. On each Distribution Date,
each Uncertificated Lower-Tier Interest shall receive distributions in respect
of interest in an amount equal to the Interest Distribution Amounts in respect
of its Corresponding Upper-Tier Class, Classes, Component or Components, in each
case to the extent actually distributed as interest thereon. In the case of the
Class A-L1 Interest, an amount equal to the Interest Distribution Amounts of the
Class A-10 Certificates and the Class A-14 TAC Component, which are added to the
Class Certificate Balance and Component Balance thereof, shall be added to the
principal balance of the Class A-L1 Interest. Such amounts distributed to the
Uncertificated Lower-Tier Interests in respect of principal and interest with
respect to any Distribution Date are referred to herein collectively as the
"LOWER-TIER DISTRIBUTION AMOUNT."
As of any date, the principal balance of each Uncertificated
Lower-Tier Interest equals the aggregate of the Class Certificate Balances and
Component Balances of the respective Corresponding Upper-Tier Class, Classes,
Component or Components. The initial principal balance of each Uncertificated
Lower-Tier Interest equals the aggregate of the Initial Class Certificate
Balances and Initial Component Balances of the respective Corresponding
Upper-Tier Class, Classes, Component or Components.
The pass-through rate with respect to the Class A-L1 Interest, Class
A-L11 Interest, Class A-L12 Interest, Class A-L13 Interest, Class A-LUR
Interest, Class B-L1 Interest, Class B-L2 Interest, Class B-L3 Interest, Class
B-L4 Interest, Class B-L5 Interest and Class B-L6 Interest shall be 6.50% per
annum. The pass-through rate with respect to the Class A-L7 Interest shall be
6.90% per annum. The pass-through rate with respect to the Class A-L8
Certificate shall be 5.50% per annum. The Class A-LPO Interest is a
principal-only interest and is not entitled to distributions of interest. Any
reductions to interest accrued pursuant to Section 5.02(c) will be allocated to
each Uncertificated Lower-Tier Interest in the same relative proportions as
interest is allocated to such Uncertificated Lower-Tier Interest.
(b) (i) On each Distribution Date occurring prior to the Accretion
Termination Date for the Class A-10 Certificates, based solely on the
information contained in the Servicer's Certificate, the Accrual Distribution
Amount for the Class A-10 Certificates will be allocated sequentially as
follows:
(A) first, to the TAC Group, up to the TAC Principal Amount
for such Distribution Date; and
(B) second, to the Class A-10 Certificates, until their Class
Certificate Balance has been reduced to zero.
(ii) On each Distribution Date occurring prior to the Accretion
Termination Date for the Class A-14 TAC Component, the Accrual
Distribution Amount for the Class A-14 TAC Component will be allocated
sequentially as follows:
(A) first, to the Class A-13 Certificates, until their Class
Certificate Balance has been reduced to zero; and
(B) second, to the Class A-14 TAC Component, until its
Component Principal Balance has been reduced to zero.
(iii) On each Distribution Date prior to the Senior Credit
Support Depletion Date, the amount distributable to the Class A
Certificates (other than the Class A-PO Certificates) pursuant to Section
5.02(a)(ii) for such Distribution Date, will be distributed in the
following order of priority:
(A) first, to the Class A-R Certificate (from the Upper-Tier
Certificate Account) and the Class A-LR Certificate (from the
Certificate Account), pro rata, until the Class Certificate Balance
thereof has been reduced to zero; and
(B) second, concurrently, as follows:
(i) 53.604788710%, sequentially, as follows:
(1) to the Class A-3 Certificates, up to the Class
A-3 Principal Distribution Amount for such Distribution
Date, until their Class Certificate Balance
has been reduced to zero;
(2) concurrently, 54.2241915992% to the Class A-1
Certificates and 45.7758084008% to the Class A-2
Certificates, until the Class Certificate Balance of the
Class A-1 Certificates has been reduced to zero;
(3) concurrently, 54.2241915992% to the Class A-4
Certificates and 45.7758084008% to the Class A-2
Certificates, until the Class Certificate Balance of the
Class A-4 Certificates has been reduced to zero;
(4) concurrently, 54.2241915992% to the Class A-5
Certificates and 45.7758084008% to the Class A-2
Certificates, until the Class Certificate Balance of the
Class A-5 Certificates has been reduced to zero;
(5) concurrently, 54.2241915992% to the Class A-6
Certificates and 45.7758084008% to the Class A-2
Certificates, until their Class Certificate Balances
have been reduced to zero;
(6) concurrently, 71.4285750486% to the Class A-7
Certificates and 28.5714249514% to the Class A-8
Certificates, until their Class Certificate Balances
have been reduced to zero; and
(7) to the Class A-3 Certificates, without regard
to the Class A-3 Principal Distribution Amount, until
their Class Certificate Balance has been reduced to
zero; and
(ii) 46.3952111290%, concurrently, as follows:
(1) 0.1460562564% to the Class A-9 Certificates,
until their Class Certificate Balance has been reduced
to zero; and
(2) 99.8539437436% sequentially, as follows:
(a) sequentially, to the Class A-11
Certificates, the Class A-12 Certificates and the
Class A-14 PAC Component, in that order, up to
their respective PAC Principal Amounts for such
Distribution Date;
(b) to the TAC Group, up to the TAC
Principal Amount for such Distribution Date;
(c) to the Class A-10 Certificates,
until their Class Certificate Balance has been
reduced to zero;
(d) to the TAC Group, until the Class
Certificate Balance of the Class A-13 Certificates
and the Component Balance of the Class A-14 TAC
Component have been reduced to zero; and
(e) sequentially, to the Class A-11
Certificates, the Class A-12 Certificates and the
Class A-14 PAC Component, in that order, until
their Class Certificate Balances and Component
Balance, respectively, are reduced to zero.
All distributions of principal to the TAC Group will be made
sequentially to the Class A-13 Certificates and the Class A-14 TAC Component, in
that order, until the Class Certificate Balance of the Class A-13 Certificates
and the Component Balance of the Class A-14 TAC Component, respectively, are
reduced to zero.
On each Distribution Date on or after the Senior Credit Support
Depletion Date, notwithstanding the allocation and priority set forth above, the
portion of the Pool Distribution Amount available to be distributed as principal
of the Class A Certificates (other than the Class A-PO Certificates) shall be
distributed concurrently, as principal, on such Classes, pro rata, on the basis
of their respective Class Certificate Balances, until the Class Certificate
Balances thereof are reduced to zero.
(c) On each Distribution Date, Accrued Certificate Interest for each
Class of Certificates (other than the Class A-14 Certificates) and Accrued
Component Interest for each Component for such Distribution Date shall be
reduced by such Class's or Component's pro rata share, based on such Class's
Interest Distribution Amount or such Component's Component Interest Distribution
Amount for such Distribution Date, without taking into account the allocation
made by this Section 5.02(c), of (A) Non-Supported Interest Shortfalls, (B) any
Excess Losses allocable to interest, (C) on and after the Senior Credit Support
Depletion Date, any other Realized Loss allocable to interest and (D) each
Relief Act Reduction incurred during the calendar month preceding the month of
such Distribution Date.
(d) Notwithstanding the priority and allocation contained in Section
5.02(a)(iv), if with respect to any Class of Subordinate Certificates on any
Distribution Date, (i) the aggregate of the Class Certificate Balances
immediately prior to such Distribution Date of all Classes of Subordinate
Certificates which have a higher numerical Class designation than such Class,
divided by (ii) the aggregate Class Certificate Balance of all the Certificates
(other than the Class A-PO Certificates) immediately prior to such Distribution
Date (the "FRACTIONAL INTEREST") is less than the Original Fractional Interest
for such Class, no distribution of principal will be made to any Classes junior
to such Class (the "RESTRICTED CLASSES") and the Class Certificate Balances of
the Restricted Classes will not be used in determining the Pro Rata Share for
the Subordinate Certificates that are not Restricted Classes. Any funds
remaining will be distributed in the order provided in Section 5.02(a)(iv).
Section 5.03 ALLOCATION OF LOSSES.
(a) On or prior to each Determination Date, each Servicer shall
inform the Trustee in writing with respect to each Mortgage Loan serviced by
such Servicer: (1) whether any Realized Loss is a Deficient Valuation, a Debt
Service Reduction, a Fraud Loss or a Special Hazard Loss, (2) of the amount of
such loss or Deficient Valuation, or of the terms of such Debt Service Reduction
and (3) of the total amount of Realized Losses. Based on such information, the
Trustee shall determine the total amount of Realized Losses, including Excess
Losses, with respect to the related Distribution Date.
The principal portion of Realized Losses with respect to any
Distribution Date shall be allocated as follows:
(i) the applicable PO Percentage of the principal portion of any
Realized Loss with respect to a Discount Mortgage Loan, including any
Excess Loss, shall be allocated to the Class A-PO Certificates until the
Class Certificate Balance thereof is reduced to zero; and
(ii) (1) the applicable Non-PO Percentage of the principal
portion of any Realized Loss (other than an Excess Loss) shall be
allocated first to the Subordinate Certificates in reverse order of their
respective numerical Class designations (beginning with the Class of
Subordinate Certificates then outstanding with the highest numerical Class
designation) until the respective Class Certificate Balance of each such
Class is reduced to zero, and second to the Senior Certificates (other
than the Class A-14 and Class A-PO Certificates), the Class A-14 PAC
Component and the Class A-14 TAC Component, pro rata, on the basis of
their respective Class Certificate Balances or Component Balances
immediately prior to the related Distribution Date or, in the case of the
Class A-10 Certificates and the Class A-14 TAC Component, the Initial
Class Certificate Balance or the Initial Component Balance, if lower,
until the Class Certificate Balances and Component Balances thereof have
been reduced to zero; and
(2) the applicable Non-PO Percentage of the principal
portion of any Excess Losses shall be allocated to the Senior Certificates
(other than the Class A-14 and A-PO Certificates), the Class A-14 PAC
Component, the Class A-14 TAC Component and the Subordinate Certificates
then outstanding, pro rata, on the basis of their respective Class
Certificate Balances or Component Balances immediately prior to the
related Distribution Date or, in the case of the Class A-10 Certificates
and Class A-14 TAC Component, the Initial Class Certificate Balance or
Initial Component Balance, if lower.
(b) The Class Certificate Balance of the Class of Subordinate
Certificates then outstanding with the highest numerical Class designation shall
be reduced on each Distribution Date by the amount, if any, by which the
aggregate of the Class Certificate Balances of all outstanding Classes of
Certificates (after giving effect to the amount to be distributed as a
distribution of principal and the allocation of Realized Losses and Class A-PO
Deferred Amounts on such Distribution Date) exceeds the Adjusted Pool Amount for
such Distribution Date.
After the Senior Credit Support Depletion Date, the Class
Certificate Balances of the Senior Certificates in the aggregate (other than the
Class Certificate Balance of the Class A-PO Certificates) shall be reduced on
each Distribution Date by the amount, if any, by which the aggregate of the
Class Certificate Balances of all outstanding Classes of Senior Certificates
(other than Class A-PO Certificates) (after giving effect to the amount to be
distributed as a distribution of principal and the allocation of Realized Losses
on such Distribution Date) exceeds the difference between (i) the Adjusted Pool
Amount for such Distribution Date and (ii) the Adjusted Pool Amount (PO Portion)
for such Distribution Date.
Any such reduction shall be allocated among the Senior Certificates
(other than the Class A-14 and Class A-PO Certificates), the Class A-14 PAC
Component and the Class A-14 TAC Component based on the Class Certificate
Balances or Component Balances immediately prior to such Distribution Date or,
in the case of the Class A-10 Certificates and Class A-14 TAC Component, the
Initial Class Certificate Balance or Initial Component Balance, if lower.
After the Senior Credit Support Depletion Date, the Class
Certificate Balance of the Class A-PO Certificates shall be reduced on each
Distribution Date by the amount, if any, by which the Class Certificate Balance
of the Class A-PO Certificates (after giving effect to the amount to be
distributed as a distribution of principal and the allocation of Realized Losses
on such Distribution Date) exceeds the Adjusted Pool Amount (PO Portion) for
such Distribution Date.
(c) Any Realized Loss allocated to a Class of Certificates or any
reduction in the Class Certificate Balance of a Class of Certificates pursuant
to Section 5.03(b) above shall be allocated among the Certificates of such Class
in proportion to their respective Percentage Interests.
(d) Any allocation of Realized Losses to a Class of Certificates or
any reduction in the Class Certificate Balance of a Class pursuant to Section
5.03(b) above shall be accomplished by reducing the Class Certificate Balance
thereof prior to the distributions made on the related Distribution Date in
accordance with the definition of "Class Certificate Balance."
(e) With respect to any Distribution Date, Realized Losses allocated
pursuant to this Section 5.03 will be allocated to each Uncertificated
Lower-Tier Interest in an amount equal to the amount allocated to its respective
Corresponding Upper-Tier Class, Classes, Component or Components as provided
above.
(f) After the Senior Credit Support Depletion Date, on any
Distribution Date on which the Class A-9 Loss Allocation Amount is greater than
zero, the Class Certificate Balance of the Class A-9 Certificates will be
reduced by the Class A-9 Loss Allocation Amount and, notwithstanding Section
5.03(a)(ii)(1) and Section 5.03(b), the Component Balances of the Class A-14 PAC
Component and the Class A-14 TAC Component will not be reduced by such
Component's pro rata share, based on the Class A-14 PAC Component Loss Amount
and the Class A-14 TAC Component Loss Amount, of the Class A-9 Loss Allocation
Amount.
Section 5.04 STATEMENTS TO CERTIFICATEHOLDERS.
(a) Prior to the Distribution Date in each month, based upon the
information provided to the Trustee on the Servicer's Certificates delivered to
the Trustee pursuant to Section 4.01, the Trustee shall determine the following
information with respect to such Distribution Date:
(i) the amount allocable to principal, separately identifying the
aggregate amount of any Principal Prepayments and Liquidation Proceeds
included therein;
(ii) the amount allocable to interest, the Accrual Distribution
Amount with respect to the Class A-10 Certificates, the Accrual
Distribution Amount with respect to the Class A-14 TAC Component, any
Class Unpaid Interest Shortfall included in such distribution and any
remaining Class Unpaid Interest Shortfall after giving effect to such
distribution;
(iii) if the distribution to the Holders of such Class of
Certificates is less than the full amount that would be distributable to
such Holders if there were sufficient funds available therefor, the amount
of the shortfall and the allocation thereof as between principal and
interest;
(iv) the Class Certificate Balance of each Class of Certificates
after giving effect to the distribution of principal on such Distribution
Date;
(v) the Pool Stated Principal Balance for the following
Distribution Date;
(vi) the Senior Percentage, the Class A-3 Percentage and
Subordinate Percentage for the following Distribution Date;
(vii) the amount of the Servicing Fees paid to or retained by the
Servicers with respect to such Distribution Date;
(viii) the Pass-Through Rate for each such Class of Certificates
with respect to such Distribution Date;
(ix) the amount of Periodic Advances included in the distribution
on such Distribution Date and the aggregate amount of Periodic Advances
outstanding as of the close of business on such Distribution Date;
(x) the number and aggregate principal amounts of Mortgage Loans
(A) delinquent (exclusive of Mortgage Loans in foreclosure) (1) 1 to 30
days (2) 31 to 60 days (3) 61 to 90 days and (4) 91 or more days and (B)
in foreclosure, as of the close of business on the last day of the
calendar month preceding such Distribution Date;
(xi) with respect to any Mortgage Loan that became an REO
Property during the preceding calendar month, the loan number and Stated
Principal Balance of such Mortgage Loan as of the close of business on the
Determination Date preceding such Distribution Date and the date of
acquisition thereof;
(xii) the total number and principal balance of any REO
Properties (and market value, if available) as of the close of business on
the Determination Date preceding such Distribution Date;
(xiii) the Senior Prepayment Percentage and the Subordinate
Prepayment Percentage for the following Distribution Date;
(xiv) the aggregate amount of Realized Losses incurred during the
preceding calendar month and any Class A-PO Deferred Amounts for such
Distribution Date; and
(xv) the Special Hazard Loss Amount, the Fraud Loss Amount and
the Bankruptcy Loss Amount, in each case as of the related Determination
Date.
(b) No later than each Distribution Date, the Trustee, based upon
information supplied to it on the Servicer's Certificates, shall prepare and
deliver (by mail, fax or electronically) to each Holder of a Certificate, each
Rating Agency and each Servicer a statement setting forth the information set
forth in Section 5.04(a).
In the case of information furnished pursuant to clauses (i), (ii)
and (ix) of Section 5.04(a), the amounts shall be expressed as a dollar amount
per Certificate with a $1,000 denomination or notional amount.
On each Distribution Date, the Trustee shall prepare and furnish to
each Financial Market Service, in electronic or such other format and media
mutually agreed upon by the Trustee, the Financial Market Service and the
Depositor, the information contained in the statement described in Section
5.04(a) for such Distribution Date.
The Trustee may make available each month, to any interested party,
the monthly statement to Certificateholders via the Trustee's website.
Within a reasonable period of time after the end of each calendar
year, the Trustee shall furnish to each Person who at any time during the
calendar year was the Holder of a Certificate, if requested in writing by such
Person, a statement containing the information set forth in clauses (i), (ii)
and (vii) of Section 5.04(a), in each case aggregated for such calendar year or
applicable portion thereof during which such Person was a Certificateholder.
Such obligation of the Trustee shall be deemed to have been satisfied to the
extent that substantially comparable information shall be provided by the
Trustee pursuant to any requirements of the Code as from time to time in force.
The Trustee shall deliver to the Holders of Certificates any reports
or information the Trustee is required by this Agreement or the Code, Treasury
Regulations or REMIC Provisions to deliver to the Holders of Certificates, and
the Trustee shall prepare and provide to the Certificateholders (by mail,
telephone, or publication as may be permitted by applicable Treasury
Regulations) such other reasonable information as the Trustee deems necessary or
appropriate or is required by the Code, Treasury Regulations, and the REMIC
Provisions including, but not limited to, (i) information to be reported to the
Holders of the Residual Certificates for quarterly notices on Schedule Q (Form
1066) (which information shall be forwarded to the Holders of the Residual
Certificates by the Trustee), (ii) information to be provided to the Holders of
Certificates with respect to amounts which should be included as interest and
original issue discount in such Holders' gross income and (iii) information to
be provided to all Holders of Certificates setting forth the percentage of each
REMIC's assets, determined in accordance with Treasury Regulations using a
convention, not inconsistent with Treasury Regulations, selected by the Trustee
in its absolute discretion, that constitute real estate assets under Section 856
of the Code, and assets described in Section 7701(a)(19)(C) of the Code;
provided, however, that in setting forth the percentage of such assets of each
REMIC, nothing contained in this Agreement, including without limitation Section
7.03 hereof, shall be interpreted to require the Trustee periodically to
appraise the fair market values of the assets of the Trust Estate or to
indemnify the Trust Estate or any Certificateholders from any adverse federal,
state or local tax consequences associated with a change subsequently required
to be made in the Depositor's initial good faith determinations of such fair
market values (if subsequent determinations are required pursuant to the REMIC
Provisions) made from time to time.
Section 5.05 TAX RETURNS AND REPORTS TO CERTIFICATEHOLDERS.
(a) For federal income tax purposes, the Upper-Tier REMIC and the
Lower-Tier REMIC shall each have a calendar year taxable year and shall maintain
their books on the accrual method of accounting.
(b) The Trustee shall prepare or cause to be prepared, shall execute
and shall file or cause to be filed with the Internal Revenue Service and
applicable state or local tax authorities income tax information returns for
each taxable year with respect to each REMIC containing such information at the
times and in the manner as may be required by the Code, the Treasury Regulations
or state or local tax laws, regulations, or rules, and shall furnish or cause to
be furnished to each REMIC and the Certificateholders the schedules, statements
or information at such times and in such manner as may be required thereby.
Within 30 days of the Closing Date, the Trustee shall furnish or cause to be
furnished to the Internal Revenue Service, on Form 8811 or as otherwise required
by the Code or the Treasury Regulations, the name, title, address and telephone
number of the person that Holders of the Certificates may contact for tax
information relating thereto, together with such additional information at the
time or times and in the manner required by the Code or the Treasury
Regulations. Such federal, state, or local income tax or information returns
shall be signed by the Trustee, or such other Person as may be required to sign
such returns by the Code, the Treasury Regulations or state or local tax laws,
regulations, or rules.
(c) In the first federal income tax return of each REMIC for its
short taxable year ending December 31, 1999, REMIC status shall be elected for
such taxable year and all succeeding taxable years.
(d) The Trustee will maintain or cause to be maintained such records
relating to each REMIC, including but not limited to records relating to the
income, expenses, assets and liabilities of the Trust Estate, and the initial
fair market value and adjusted basis of the Trust Estate property and assets
determined at such intervals as may be required by the Code or the Treasury
Regulations, as may be necessary to prepare the foregoing returns, schedules,
statements or information.
Section 5.06 TAX MATTERS PERSON. The Tax Matters Person shall have
the same duties with respect to each REMIC as those of a "tax matters partner"
under Subchapter C of Chapter 63 of Subtitle F of the Code. The Holder of the
Class A-R Certificate is hereby designated as the Tax Matters Person for the
Upper-Tier REMIC. The Holder of the Class A-LR Certificate is hereby designated
as the Tax Matters Person for the Lower-Tier REMIC. By their acceptance of the
Class A-R or Class A-LR Certificate, as applicable, each such Holder irrevocably
appoints the Trustee as its agent to perform all of the duties of the Tax
Matters Person for the Upper-Tier REMIC and the Lower-Tier REMIC.
Section 5.07 RIGHTS OF THE TAX MATTERS PERSON IN RESPECT OF THE
TRUSTEE. The Trustee shall afford the Tax Matters Person, upon reasonable notice
during normal business hours, access to all records maintained by the Trustee in
respect of its duties hereunder and access to officers of the Trustee
responsible for performing such duties. Upon request, the Trustee shall furnish
the Tax Matters Person with its most recent report of condition published
pursuant to law or to the requirements of its supervisory or examining authority
publicly available. The Trustee shall make available to the Tax Matters Person
such books, documents or records relating to the Trustee's services hereunder as
the Tax Matters Person shall reasonably request. The Tax Matters Person shall
not have any responsibility or liability for any action or failure to act by the
Trustee and is not obligated to supervise the performance of the Trustee under
this Agreement or otherwise.
Section 5.08 REMIC RELATED COVENANTS. For as long as the Trust shall
exist, the Trustee, the Depositor and each Servicer shall act in accordance
herewith to assure continuing treatment of the Upper-Tier REMIC and the
Lower-Tier REMIC as REMICs and avoid the imposition of tax on either REMIC. In
particular:
(a) The Trustee shall not create, or permit the creation of, any
"interests" in either REMIC within the meaning of Code Section 860D(a)(2) other
than the interests represented by the Regular Certificates, the Residual
Certificates and the Uncertificated Lower-Tier Interests.
(b) Except as otherwise provided in the Code, (i) the Depositor and
the Servicers shall not contribute to the Trust Estate and the Trustee shall not
accept property unless substantially all of the property held in each REMIC
constitutes either "qualified mortgages" or "permitted investments" as defined
in Code Sections 860G(a)(3) and (5), respectively, and (ii) no property shall be
contributed to either REMIC after the start-up day unless such contribution
would not subject the Trust Estate to the 100% tax on contributions to a REMIC
after the start-up day of the REMIC imposed by Code Section 860G(d).
(c) The Trustee shall not accept on behalf of either REMIC any fee
or other compensation for services and neither the Trustee nor the Servicers
shall knowingly accept, on behalf of the Trust Estate any income from assets
other than those permitted to be held by a REMIC.
(d) The Trustee shall not sell or permit the sale of all or any
portion of the Mortgage Loans (other than in accordance with Sections 2.02, 2.05
or 3.14(b)), unless such sale is pursuant to a "qualified liquidation" as
defined in Code Section 860F(a)(4)(A) and in accordance with Article X.
(e) The Trustee shall maintain books with respect to the Trust on a
calendar year taxable year and on an accrual basis.
None of the Servicers or the Trustee shall engage in a "prohibited
transaction" (as defined in Code Section 860F(a)(2)), except that, with the
prior written consent of each Servicer and the Depositor, the Trustee may engage
in the activities otherwise prohibited by the foregoing paragraphs (b), (c) and
(d); provided that each Servicer (or the two Servicers, acting together) shall
have delivered to the Trustee an Opinion of Counsel to the effect that such
transaction will not result in the imposition of a tax on either the Upper-Tier
REMIC or the Lower-Tier REMIC and will not disqualify either REMIC from
treatment as a REMIC; and, provided further, that the Servicers shall have
demonstrated to the satisfaction of the Trustee that such action will not
adversely affect the rights of the Holders of the Certificates and the Trustee
and that such action will not adversely impact the rating of the Certificates.
ARTICLE VI
THE CERTIFICATES
Section 6.01 THE CERTIFICATES. The Classes of Senior Certificates
and the Subordinate Certificates shall be substantially in the forms set forth
in Exhibits A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8, A-9, A-10, A-11, A-12, A-13,
A-14, A-PO, A-R, A-LR, B-1, B-2, B-3, B-4, B-5, B-6 and C (reverse of all
Certificates) and shall, on original issue, be executed by the Trustee and shall
be countersigned and delivered by the Trustee to or upon the order of the
Depositor upon receipt by the Trustee of the documents specified in Section
2.01. The Senior Certificates (other than the Class A-PO, Class A-R and Class
A-LR Certificates) shall be available to investors in interests representing
minimum dollar Certificate Balances (or notional amounts) of $1,000 and integral
multiples of $1 in excess thereof. The Subordinate Certificates and the Class
A-PO Certificates shall be available to investors in interests representing
minimum dollar Certificate Balances of $25,000 and integral dollar multiples of
$1 in excess thereof (except one Certificate of such Class may be issued with a
different Certificate Balance or notional amount). The Class A-R and Class A-LR
Certificates shall each be in a minimum denomination of $100. The Senior
Certificates (other than the Class A-R and Class A-LR Certificates) and the
Class B-1, Class B-2 and Class B-3 Certificates shall initially be issued in
book-entry form through the Depository and all other Classes of Certificates
shall initially be issued in definitive, fully-registered form.
The Certificates shall be executed by manual or facsimile signature
on behalf of the Trustee by an authorized officer or signatory. Certificates
bearing the manual or facsimile signatures of individuals who were, at the time
when such signatures were affixed, authorized to sign on behalf of the Trustee
shall bind the Trustee, notwithstanding that such individuals or any of them
have ceased to be so authorized prior to the execution and delivery of such
Certificates or did not hold such offices or positions at the date of such
Certificate. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless such Certificate shall have been
manually countersigned by the Trustee substantially in the form provided for
herein, and such countersignature upon any Certificate shall be conclusive
evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the date
of their countersignature.
Section 6.02 REGISTRATION OF TRANSFER AND EXCHANGE OF
CERTIFICATES.
(a) The Trustee shall cause to be kept at an office or agency in the
city in which the Corporate Trust Office of the Trustee is located a Certificate
Register in which, subject to such reasonable regulations as it may prescribe,
the Trustee shall provide for the registration of Certificates and of transfers
and exchanges of Certificates as herein provided. The Trustee shall initially
serve as Certificate Registrar for the purpose of registering Certificates and
transfers and exchanges of Certificates as herein provided.
(b) At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of authorized denominations of a like Class,
tenor and aggregate Percentage Interest, upon surrender of the Certificates to
be exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange, the Trustee shall execute and the Trustee shall
authenticate, countersign and deliver the Certificates which the
Certificateholder making the exchange is entitled to receive. Every Certificate
presented or surrendered for transfer or exchange shall (if so required by the
Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by
a written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by, the Holder thereof or its attorney duly
authorized in writing.
(c) (i) Except as provided in paragraph (c)(iii) below, the
Book-Entry Certificates shall at all times remain registered in the name
of the Depository or its nominee and at all times: (A) registration of the
Certificates may not be transferred by the Trustee except to another
Depository; (B) the Depository shall maintain book-entry records with
respect to the Certificate Owners and with respect to ownership and
transfers of such Book-Entry Certificates; (C) ownership and transfers of
registration of the Book-Entry Certificates on the books of the Depository
shall be governed by applicable rules established by the Depository; (D)
the Depository may collect its usual and customary fees, charges and
expenses from its Depository Participants; (E) the Trustee shall deal with
the Depository as the representative of the Certificate Owners of the
Book-Entry Certificates for purposes of exercising the rights of Holders
under this Agreement, and requests and directions for and votes of the
Depository shall not be deemed to be inconsistent if they are made with
respect to different Certificate Owners; and (F) the Trustee may rely and
shall be fully protected in relying upon information furnished by the
Depository with respect to its Depository Participants and furnished by
the Depository Participants with respect to indirect participating firms
and persons shown on the books of such indirect participating firms as
direct or indirect Certificate Owners.
(ii) 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.
(iii) If (A) (1) the Depository or the Depositor advises the Trustee
in writing that the Depository is no longer willing or able to properly
discharge its responsibilities as Depository, and (2) the Trustee or the
Depositor is unable to locate a qualified successor, (B) the Depositor at
its option advises the Trustee in writing that it elects to terminate the
book-entry system through the Depository or (C) after the occurrence of an
Event of Default, Certificate Owners representing at least 51% of the
aggregate Class Certificate Balances of the Book-Entry Certificates
together advise the Trustee and the Depository through the Depository
Participants in writing that the continuation of a book-entry system
through the Depository is no longer in the best interests of the
Certificate Owners, the Trustee shall notify all Certificate Owners,
through the Depository, of the occurrence of any such event and of the
availability of definitive, fully-registered Certificates (the "DEFINITIVE
CERTIFICATES") to Certificate Owners requesting the same. Upon surrender
to the Trustee of the related Class of Certificates by the Depository,
accompanied by the instructions from the Depository for registration, the
Trustee shall issue the Definitive Certificates. None of the Servicers,
the Depositor or the Trustee shall be liable for any delay in delivery of
such instruction and may conclusively rely on, and shall be protected in
relying on, such instructions. The Depositor shall provide the Trustee
with an adequate inventory of certificates to facilitate the issuance and
transfer of Definitive Certificates. Upon the issuance of Definitive
Certificates, the Trustee shall recognize the Holders of the Definitive
Certificates as Certificateholders hereunder.
(d) No transfer of a Private Certificate shall be made unless such
transfer is exempt from the registration requirements of the 1933 Act and any
applicable state securities laws or is made in accordance with the 1933 Act and
such laws. In the event of any such transfer, (i) unless such transfer is made
in reliance on Rule 144A under the 1933 Act, the Trustee or the Depositor may
require a written Opinion of Counsel (which may be in-house counsel) acceptable
to and in form and substance reasonably satisfactory to the Trustee and the
Depositor that such transfer may be made pursuant to an exemption, describing
the applicable exemption and the basis therefor, from the 1933 Act and such laws
or is being made pursuant to the 1933 Act and such laws, which Opinion of
Counsel shall not be an expense of the Trustee or the Depositor and (ii) the
Trustee shall require a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached hereto as EXHIBIT G-1
and a certificate from such Certificateholder's prospective transferee
substantially in the form attached hereto either as EXHIBIT G-2A or as EXHIBIT
G-2B, which certificates shall not be an expense of the Trustee or the
Depositor; provided that the foregoing requirements under clauses (i) and (ii)
shall not apply to a transfer of a Private Certificate between or among the
Depositor, either Seller, their affiliates or both. The Depositor shall provide
to any Holder of a Private Certificate and any prospective transferees
designated by any such Holder, information regarding the related Certificates
and the Mortgage Loans and such other information as shall be necessary to
satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer
of any such certificate without registration thereof under the 1933 Act pursuant
to the registration exemption provided by Rule 144A. The Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.
(e) No transfer of an ERISA Restricted Certificate shall be made
unless the transferee delivers to the Trustee either (i) a representation letter
in the form of EXHIBIT H from the transferee of such Certificate, which
representation letter shall not be an expense of the Depositor, the Trustee or
either Servicer, or (ii) in the case of any ERISA Restricted Certificate
presented for registration in the name of an employee benefit plan or
arrangement, including an individual retirement account, subject to ERISA, the
Code, or any federal, state or local law ("SIMILAR LAW") which is similar to
ERISA or the Code (collectively, a "PLAN"), or a trustee or custodian of any of
the foregoing, an Opinion of Counsel in form and substance satisfactory to the
Trustee and each Servicer to the effect that the purchase or holding of such
ERISA Restricted Certificate by or on behalf of such Plan will not result in the
assets of the Trust Estate being deemed to be "plan assets" and subject to the
prohibited transaction provisions of ERISA, the Code or Similar Law and will not
subject the Trustee, the Depositor or either Servicer to any obligation in
addition to those undertaken in this Agreement, which Opinion of Counsel shall
not be an expense of the Trustee or either Servicer. Any transferee of an ERISA
Restricted Certificate that does not comply with either clause (i) or (ii) of
the preceding sentence will be deemed to have made one of the representations
set forth in EXHIBIT H. Notwithstanding anything else to the contrary herein,
any purported transfer of an ERISA Restricted Certificate to or on behalf of a
Plan without the delivery to the Trustee and each Servicer of an Opinion of
Counsel satisfactory to the Trustee and each Servicer as described above shall
be void and of no effect.
Neither the Trustee nor the Certificate Registrar shall have any
liability for transfers of Book-Entry Certificates made through the book-entry
facilities of the Depository or between or among any Depository Participants or
Certificate Owners, made in violation of applicable restrictions. The Trustee
may rely and shall be fully protected in relying upon information furnished by
the Depository with respect to its Depository Participants and furnished by the
Depository Participants with respect to indirect participating firms and Persons
shown on the books of such indirect participating firms as direct or indirect
Certificate Owners.
To the extent permitted under applicable law (including, but not
limited to, ERISA), the Trustee shall be under no liability to any Person for
any registration of transfer of any ERISA Restricted Certificate that is in fact
not permitted by this Section 6.02 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 by the Trustee in accordance with the foregoing requirements.
(f) Each Person who has or who acquires any Ownership Interest in a
Residual Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions, and
the rights of each Person acquiring any Ownership Interest in a Residual
Certificate are expressly subject to the following provisions:
(i) Each Person holding or acquiring any Ownership Interest in a
Residual Certificate shall be a Permitted Transferee and shall promptly
notify the Trustee of any change or impending change in its status as a
Permitted Transferee.
(ii) No Person shall acquire an Ownership Interest in a Residual
Certificate unless such Ownership Interest is a pro rata undivided
interest.
(iii) In connection with any proposed transfer of any Ownership
Interest in a Residual Certificate, the Trustee shall require delivery to
it, in form and substance satisfactory to it, of an affidavit in the form
of EXHIBIT I hereto from the proposed transferee.
(iv) Notwithstanding the delivery of an affidavit by a proposed
transferee under clause (iii) above, if a Responsible Officer of the
Trustee has actual knowledge that the proposed transferee is not a
Permitted Transferee, no Transfer of any Ownership Interest in a Residual
Certificate to such proposed transferee shall be effected.
(v) No Ownership Interest in a Residual Certificate may be
purchased by or transferred to any Person that is not a U.S. Person,
unless (A) such Person holds such Residual Certificate in connection with
the conduct of a trade or business within the United States and furnishes
the transferor and the Trustee with an effective Internal Revenue Service
Form 4224 or (B) the transferee delivers to both the transferor and the
Trustee an Opinion of Counsel from a nationally-recognized tax counsel to
the effect that such transfer is in accordance with the requirements of
the Code and the regulations promulgated thereunder and that such transfer
of a Residual Certificate will not be disregarded for federal income tax
purposes.
(vi) Any attempted or purported transfer of any Ownership
Interest in a Residual Certificate in violation of the provisions of this
Section 6.02 shall be absolutely null and void and shall vest no rights in
the purported transferee. If any purported transferee shall, in violation
of the provisions of this Section 6.02, become a Holder of a Residual
Certificate, then the prior Holder of such Residual Certificate that is a
Permitted Transferee shall, upon discovery that the registration of
transfer of such Residual Certificate was not in fact permitted by this
Section 6.02, be restored to all rights as Holder thereof retroactive to
the date of registration of transfer of such Residual Certificate. The
Trustee shall be under no liability to any Person for any registration of
transfer of a Residual Certificate that is in fact not permitted by this
Section 6.02 or for making any distributions due on such Residual
Certificate to the Holder thereof or taking any other action with respect
to such Holder under the provisions of the Agreement so long as the
transfer was registered in accordance with this Section 6.02. The Trustee
shall be entitled to recover from any Holder of a Residual Certificate
that was in fact not a Permitted Transferee at the time such distributions
were made all distributions made on such Residual Certificate. Any such
distributions so recovered by the Trustee shall be distributed and
delivered by the Trustee to the prior Holder of such Residual Certificate
that is a Permitted Transferee.
(vii) If any Person other than a Permitted Transferee acquires
any Ownership Interest in a Residual Certificate in violation of the
restrictions in this Section 6.02, then the Trustee, based on information
provided to the Trustee by either Servicer, will provide to the Internal
Revenue Service, and to the Persons specified in Section 860E(e)(3) and
(6) of the Code, information needed to compute the tax imposed under
Section 860E(e) of the Code on transfers of residual interests to
disqualified organizations. The expenses of the Trustee under this clause
(vii) shall be reimbursable by the Trust.
(g) [Reserved]
(h) No service charge shall be imposed for any transfer or exchange
of Certificates of any Class, but the Trustee 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.
(i) All Certificates surrendered for transfer and exchange shall be
destroyed by the Certificate Registrar.
Section 6.03 MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES. If
(a) any mutilated Certificate is surrendered to the Certificate Registrar or the
Certificate Registrar receives evidence to its satisfaction of the destruction,
loss or theft of any Certificate, and (b) there is delivered to the Trustee, the
Depositor and the Certificate Registrar such security or indemnity reasonably
satisfactory to each, to save each of them harmless, then, in the absence of
actual notice to the Trustee or the Certificate Registrar that such Certificate
has been acquired by a bona fide purchaser, the Trustee shall countersign and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of like tenor, Class and Percentage
Interest but bearing a number not contemporaneously outstanding. Upon the
issuance of any new Certificate under this Section, 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 (including the fees
and expenses of the Trustee and the Certificate Registrar) connected therewith.
Any duplicate Certificate issued pursuant to this Section shall constitute
complete and indefeasible evidence of ownership in the Trust, as if originally
issued, whether or not the lost, stolen or destroyed Certificate shall be found
at any time.
Section 6.04 PERSONS DEEMED OWNERS. Prior to due presentation of a
Certificate for registration of transfer, the Depositor, the Servicers, the
Trustee, the Certificate Registrar and any agent of the Depositor, the
Servicers, the Trustee or 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 distributions pursuant to Section 5.01 and for all
other purposes whatsoever, and none of the Depositor, the Servicers, the
Trustee, the Certificate Registrar or any agent of the Servicers, the Trustee or
the Certificate Registrar shall be affected by notice to the contrary.
ARTICLE VII
THE DEPOSITOR AND THE SERVICERS
Section 7.01 RESPECTIVE LIABILITIES OF THE DEPOSITOR AND THE
SERVICERS. The Depositor and the Servicers shall each be liable in accordance
herewith only to the extent of the obligations specifically and respectively
imposed upon and undertaken by the Depositor and the Servicers herein. By way of
illustration and not limitation, the Depositor is not liable for the servicing
and administration of the Mortgage Loans, nor is it obligated by Section 8.01 to
assume any obligations of either Servicer or to appoint a designee to assume
such obligations, nor is it liable for any other obligation hereunder that it
may, but is not obligated to, assume unless it elects to assume such obligation
in accordance herewith.
Section 7.02 MERGER OR CONSOLIDATION OF THE DEPOSITOR OR A SERVICER.
The Depositor and each Servicer will each keep in full effect its existence,
rights and franchises as a separate entity under the laws governing its
organization, and will each obtain and preserve its qualification to do business
as a foreign corporation in each jurisdiction in which such qualification is or
shall be necessary to protect the validity and enforceability of this Agreement,
the Certificates or any of the Mortgage Loans and to perform its respective
duties under this Agreement.
Any Person into which the Depositor or either Servicer may be merged
or consolidated, or any corporation resulting from any merger or consolidation
to which the Depositor or either Servicer shall be a party, or any Person
succeeding to the business of the Depositor or either Servicer, shall be the
successor of the Depositor or such Servicer, as the case may be, hereunder,
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 a Servicer shall be
qualified to service mortgage loans on behalf of FNMA or FHLMC.
Section 7.03 LIMITATION ON LIABILITY OF THE DEPOSITOR, THE SERVICERS
AND OTHERS. None of the Depositor, the Servicers or any of the directors,
officers, employees or agents of the Depositor or of either Servicer shall be
under any liability to the Trust Estate or the Certificateholders for any action
taken or for refraining from the taking of any action in good faith pursuant to
this Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the Depositor, the Servicers or any such Person
against any breach of warranties or representations made herein or any liability
which would otherwise be imposed by reason of willful misfeasance, bad faith or
gross negligence in the performance of duties or by reason of reckless disregard
of obligations and duties hereunder. The Depositor, the Servicers and any
director, officer, employee or agent of the Depositor or either Servicer may
rely in good faith on any document of any kind prima facie properly executed and
submitted by any Person respecting any matters arising hereunder. The Depositor,
the Servicers and any director, officer, employee or agent of the Depositor or
either Servicer shall be indemnified by the Trust Estate and held harmless
against any loss, liability or expense incurred in connection with any legal
action relating to this Agreement or the Certificates, other than any loss,
liability or expense related to any specific Mortgage Loan or Mortgage Loans
(except as any such loss, liability or expense shall be otherwise reimbursable
pursuant to this Agreement) and any loss, liability or expense incurred by
reason of willful misfeasance, bad faith or gross negligence in the performance
of duties hereunder or by reason of reckless disregard of obligations and duties
hereunder. None of the Depositor or either of the Servicers shall be under any
obligation to appear in, prosecute or defend any legal action which is not
incidental to its respective duties under this Agreement and which in its
opinion may involve it in any expense or liability; provided, however, that the
Depositor or either Servicer may in its discretion undertake any such action
which it may deem necessary or desirable in respect to this Agreement and the
rights and duties of the parties hereto and the interests of the
Certificateholders hereunder. In such event, the legal expenses and costs of
such action and any liability resulting therefrom shall be expenses, costs and
liabilities of the Trust Estate, and the Depositor and such Servicer shall be
entitled to be reimbursed therefor out of amounts attributable to the Mortgage
Loans on deposit in the related Servicer Custodial Account as provided by
Section 3.11.
Section 7.04 DEPOSITOR AND SERVICERS NOT TO RESIGN. Subject to the
provisions of Section 7.02, none of the Depositor or the Servicers shall resign
from its respective obligations and duties hereby imposed on it except upon
determination that its duties hereunder are no longer permissible under
applicable law. Any such determination permitting the resignation of the
Depositor or either Servicer shall be evidenced by an Opinion of Counsel to such
effect delivered to the Trustee. No such resignation by a Servicer shall become
effective until the Trustee or a successor servicer shall have assumed such
Servicer's responsibilities and obligations in accordance with Section 8.05
hereof.
ARTICLE VIII
DEFAULT
Section 8.01 EVENTS OF DEFAULT. If any one of the following events
("EVENTS OF DEFAULT") shall occur and be continuing:
(a) any failure by either Servicer to deposit amounts in the related
Servicer Custodial Account in the amount and manner provided herein so as to
enable the Trustee to distribute to Holders of Certificates any payment required
to be made under the terms of such Certificates and this Agreement (other than
the payments required to be made under Section 3.20) which continues unremedied
for a period of five days; or
(b) failure on the part of either Servicer duly to observe or
perform in any material respect any other covenants or agreements of such
Servicer set forth in the Certificates or in this Agreement, which covenants and
agreements continue unremedied for a period of 30 days after the date on which
written notice of such failure, requiring the same to be remedied, shall have
been given to such Servicer by the Trustee or the Depositor, or to the
Servicers, the Depositor and the Trustee by the Holders of Certificates
evidencing Voting Rights aggregating not less than 25% of all Certificates
affected thereby; or
(c) the entry of a decree or order by a court or agency or
supervisory authority having jurisdiction in the premises for the appointment of
a conservator, receiver or liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings against either
Servicer, or for the winding up or liquidation of either Servicer's affairs, and
the continuance of any such decree or order unstayed and in effect for a period
of 60 consecutive days; or
(d) the consent by either Servicer 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
such Servicer or of or relating to substantially all of its property; or either
Servicer shall admit in writing its inability to pay its debts generally 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; or
(e) the failure of either Servicer to remit any Periodic Advance
required to be remitted by such Servicer pursuant to Section 3.20 which failure
continues unremedied at 3:00 p.m. on the related Distribution Date;
then, and in each and every such case, so long as an Event of Default shall not
have been remedied by the related Servicer, either the Trustee or the Depositor
may, and at the direction of the Holders of Certificates evidencing Voting
Rights aggregating not less than 51% of all Certificates affected thereby shall,
by notice then given in writing to the related Servicer (and to the Trustee, if
given by the Depositor, and to the Depositor, if given by the Trustee),
terminate all of the rights and obligations of such Servicer under this
Agreement. If an Event of Default described in clause (e) hereof shall occur,
the Trustee shall, by notice to the related Servicer, terminate all of the
rights and obligations of such Servicer under this Agreement and in and to the
Mortgage Loans and proceeds thereof and the Trustee or a successor Servicer
appointed pursuant to Section 8.05 shall make the Advance which such Servicer
failed to make. On or after the receipt by a Servicer of such written notice,
all authority and power of such Servicer under this Agreement, whether with
respect to the Certificates or the Mortgage Loans or otherwise, shall pass to
and be vested in the Trustee pursuant to and under this Section 8.01, unless and
until such time as the Trustee shall appoint a successor Servicer pursuant to
Section 8.05, and, without limitation, the Trustee is hereby authorized and
empowered to execute and deliver, on behalf of each Servicer, as
attorney-in-fact or otherwise, any and all documents and other instruments, and
to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and
endorsement of the Mortgage Loans and related documents, or otherwise,
including, without limitation, the recordation of the assignments of the
Mortgage Loans to it. Each Servicer agrees to cooperate with the Trustee in
effecting the termination of the responsibilities and rights of such Servicer
hereunder, including, without limitation, the transfer to the Trustee for the
administration by it of all cash amounts that have been deposited by such
Servicer in the related Servicer Custodial Account or thereafter received by
such Servicer with respect to the Mortgage Loans. Upon obtaining notice or
knowledge of the occurrence of any Event of Default, the Person obtaining such
notice or knowledge shall give prompt written notice thereof to
Certificateholders at their respective addresses appearing in the Certificate
Register and to each Rating Agency. All costs and expenses (including attorneys'
fees) incurred in connection with transferring the Mortgage Files to the
successor Servicer and amending this Agreement to reflect such succession as
Servicer pursuant to this Section 8.01 shall be paid by the predecessor
Servicer. Notwithstanding the termination of a Servicer pursuant hereto, such
Servicer shall remain liable for any causes of action arising out of any Event
of Default occurring prior to such termination.
Section 8.02 REMEDIES OF TRUSTEE. During the continuance of any
Event of Default, so long as such Event of Default shall not have been remedied,
the Trustee, in addition to the rights specified in Section 8.01, shall have the
right, in its own name as trustee of an express trust, to take all actions now
or hereafter existing at law, in equity or by statute to enforce its rights and
remedies and to protect the interests, and enforce the rights and remedies, of
the Certificateholders (including the institution and prosecution of all
judicial, administrative and other proceedings and the filing of proofs of claim
and debt in connection therewith). Except as otherwise expressly provided in
this Agreement, no remedy provided for by this Agreement shall be exclusive of
any other remedy, and each and every remedy shall be cumulative and in addition
to any other remedy and no delay or omission to exercise any right or remedy
shall impair any such right or remedy or shall be deemed to be a waiver of any
Event of Default.
Section 8.03 DIRECTIONS BY CERTIFICATEHOLDERS AND DUTIES OF TRUSTEE
DURING EVENT OF DEFAULT. During the continuance of any Event of Default, Holders
of Certificates evidencing Voting Rights aggregating not less than 25% of each
Class of Certificates affected thereby may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee under this Agreement; provided,
however, that the Trustee shall be under no obligation to pursue any such
remedy, or to exercise any of the trusts or powers vested in it by this
Agreement (including, without limitation, (a) the conducting or defending of any
administrative action or litigation hereunder or in relation hereto, and (b) the
terminating of either Servicer or any successor Servicer from its rights and
duties as servicer hereunder) at the request, order or direction of any of the
Certificateholders, unless such Certificateholders shall have offered to the
Trustee reasonable security or indemnity against the costs, expenses and
liabilities which may be incurred therein or thereby and, provided further,
that, subject to the provisions of Section 9.01, the Trustee shall have the
right to decline to follow any such direction if the Trustee, based upon an
Opinion of Counsel, determines that the action or proceeding so directed may not
lawfully be taken or if the Trustee in good faith determines that the action or
proceeding so directed would involve it in personal liability or be unjustly
prejudicial to the non-assenting Certificateholders.
Section 8.04 ACTION UPON CERTAIN FAILURES OF A SERVICER AND UPON
EVENT OF DEFAULT. In the event that the Trustee shall have actual knowledge of
any failure of either Servicer specified in Section 8.01(a) or (b) which would
become an Event of Default upon such Servicer's failure to remedy the same after
notice, the Trustee shall give notice thereof to such Servicer. If the Trustee
shall have knowledge of an Event of Default, the Trustee shall give prompt
written notice thereof to the Certificateholders.
Section 8.05 TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR.
(a) On and after the time a Servicer receives a notice of
termination pursuant to Section 8.01, the Trustee shall be the successor in all
respects to such Servicer in its capacity as servicer under this Agreement and
the transactions set forth or provided for herein and shall be subject to all
the responsibilities, duties and liabilities relating thereto placed on such
Servicer by the terms and provisions hereof or shall appoint a successor
pursuant to Section 3.07. Notwithstanding anything provided herein to the
contrary, under no circumstances shall any provision of this Agreement be
construed to require the Trustee, acting in its capacity as successor to a
Servicer in its obligation to make Advances, to advance, expend or risk its own
funds or otherwise incur any financial liability in the performance of its
duties hereunder if it shall have reasonable grounds for believing that such
funds are non-recoverable. Subject to Section 8.05(b), as compensation therefor,
the Trustee shall be entitled to such compensation as the terminated Servicer
would have been entitled to hereunder if no such notice of termination had been
given. Notwithstanding the above, the Trustee may, if it shall be unwilling so
to act, or shall, if it is legally unable so to act, appoint, or petition a
court of competent jurisdiction to appoint, any established housing and home
finance institution having a net worth of not less than $10,000,000 as the
successor to the terminated Servicer hereunder in the assumption of all or any
part of the responsibilities, duties or liabilities of such Servicer hereunder;
provided, however, that any such institution appointed as successor Servicer
shall not, as evidenced in writing by each Rating Agency, adversely affect the
then current rating of any Class of Certificates immediately prior to the
termination of the terminated Servicer. The appointment of a successor Servicer
shall not affect any liability of the predecessor Servicer which may have arisen
under this Agreement prior to its termination as Servicer, nor shall any
successor Servicer be liable for any acts or omissions of the predecessor
Servicer or for any breach by such Servicer of any of its representations or
warranties contained herein or in any related document or agreement. Pending
appointment of a successor to the terminated Servicer hereunder, unless the
Trustee is prohibited by law from so acting, the Trustee shall act in such
capacity as provided above. The Trustee and such successor shall take such
action, consistent with this Agreement, as shall be necessary to effectuate any
such succession.
(b) In connection with the appointment of a successor Servicer or
the assumption of the duties of a Servicer, as specified in Section 8.05(a), the
Trustee may make such arrangements for the compensation of such successor out of
payments on Mortgage Loans serviced by the predecessor Servicer as it and such
successor shall agree; provided, however, that any Person assuming the duties of
a Servicer as successor to NationsBanc Mortgage Corporation or Bank of America,
FSB shall pay to such predecessor an amount equal to the market value of the
portion of the Servicing Fee that will accrue in the future due to the Servicing
Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loan. The
"market value" of such portion of the Servicing Fee shall be determined by
NationsBanc Mortgage Corporation or Bank of America, FSB, as applicable, on the
basis of at least two quotations from third parties actively engaged in the
servicing of single-family mortgage loans. If the successor Servicer does not
agree that such market value is a fair price, such successor shall obtain two
quotations of market value from third parties actively engaged in the servicing
of single-family mortgage loans. The market value of the excess portion of the
Servicing Fee will then be equal to the average of (i) the lowest figure
obtained by NationsBanc Mortgage Corporation or Bank of America, FSB, as
applicable, and (ii) the highest figure obtained by the successor Servicer.
Payment of the amount calculated above shall be made to NationsBanc Mortgage
Corporation or Bank of America, FSB, as applicable, by the successor Servicer no
later than the last Business Day of the month in which such successor Servicer
becomes entitled to receive the Servicing Fee under this Agreement. In no event
will any portion of the Trust Estate be used to pay amounts due to NationsBanc
Mortgage Corporation or Bank of America, FSB, as applicable, under this Section
8.05(b).
(c) Any successor, including the Trustee, to a Servicer as servicer
shall during the term of its service as servicer maintain in force (i) a policy
or policies of insurance covering errors and omissions in the performance of its
obligations as servicer hereunder and (ii) a fidelity bond in respect of its
officers, employees and agents to the same extent as each Servicer is so
required pursuant to Section 3.03.
Section 8.06 NOTIFICATION TO CERTIFICATEHOLDERS. Upon any
termination or appointment of a successor to a Servicer pursuant to this Article
VIII, the Trustee shall give prompt written notice thereof to Certificateholders
at their respective addresses appearing in the Certificate Register and to each
Rating Agency.
ARTICLE IX
THE TRUSTEE
Section 9.01 DUTIES OF TRUSTEE.
(a) The Trustee, prior to the occurrence of an Event of Default and
after the curing or waiver 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. In case an Event of Default has occurred of which a
Responsible Officer of the Trustee shall have actual knowledge (which has not
been cured or waived), the Trustee shall exercise such of the rights and powers
vested in it by this Agreement, and use the same degree of care and skill in
their exercise as a reasonably prudent investor would exercise or use under the
circumstances in the conduct of such investor'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.
(b) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own grossly negligent action, its own grossly
negligent failure to act or its own willful misfeasance; provided, however,
that:
(i) Prior to the occurrence of an Event of Default, and after the
curing or waiver 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 certificates or opinions
furnished to the Trustee by the Depositor or the Servicers and which on
their face, do not contradict the requirements of this Agreement;
(ii) The Trustee (in its individual capacity) shall not be
personally liable for an error of judgment made in good faith by a
Responsible Officer or Responsible Officers of the Trustee, unless it
shall be proved that the Trustee was grossly negligent in ascertaining the
pertinent facts;
(iii) The Trustee (in its individual capacity) 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 the direction of
Certificateholders as provided in Section 8.03;
(iv) The Trustee shall not be charged with knowledge of any
default (other than a default in payment to the Trustee) specified in
clauses (a) and (b) of Section 8.01 or an Event of Default under clauses
(c), (d) and (e) of Section 8.01 unless a Responsible Officer of the
Trustee assigned to and working in the Corporate Trust Office obtains
actual knowledge of such failure or event or any officer of the Trustee
receives written notice of such failure or event at its Corporate Trust
Office from a Servicer, the Depositor or any Certificateholder; and
(v)Except to the extent provided in Section 8.05, no provision in
this Agreement shall require the Trustee to expend or risk its own funds
(including, without limitation, the making of any Advance as successor
Servicer) or otherwise incur any personal financial liability in the
performance of any of its duties as Trustee hereunder, or in the exercise
of any of its rights or powers, if the Trustee shall have reasonable
grounds for believing that repayment of funds or adequate indemnity
against such risk or liability is not reasonably assured to it.
Section 9.02 CERTAIN MATTERS AFFECTING THE TRUSTEE.
Except as otherwise provided in Section 9.01:
(i) The Trustee may request and rely upon and shall be protected
in acting or refraining from acting upon any resolution, Officer's
Certificate, 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 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 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 any litigation hereunder or in relation hereto at the
request, order or direction of any of the Certificateholders, pursuant to
the provisions of this Agreement, unless such Certificateholders shall
have offered to the Trustee reasonable security or indemnity against the
costs, expenses and liabilities which may be incurred therein or thereby;
nothing contained herein shall, however, relieve the Trustee of the
obligation, upon the occurrence of an Event of Default (which has not been
cured or waived), 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 their
exercise as a prudent investor would exercise or use under the
circumstances in the conduct of such investor'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 or waiving of all Events of Default which may have
occurred, the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval,
bond or other paper or document, unless requested in writing so to do by
Holders or Certificate or any Class evidencing, as to such Class,
Percentage Interests, aggregating not less than 50%; 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 expense or
liability or payment of such estimated expenses as a condition to so
proceeding; and
(vi) 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.
Section 9.03 TRUSTEE NOT LIABLE FOR CERTIFICATES OR MORTGAGE LOANS.
The recitals contained herein and in the Certificates (other than the execution
of, and the counter-signature on the Certificates) shall be taken as the
statements of the Depositor or Servicers, as applicable, 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 any
Mortgage Loans save that the Trustee represents that, assuming due execution and
delivery by the other parties hereto, this Agreement has been duly authorized,
executed and delivered by it and constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms, subject, as to
enforcement of remedies, to applicable insolvency, receivership, moratorium and
other laws affecting the rights of creditors generally, and to general
principles of equity and the discretion of the court (regardless of whether
enforcement of such remedies is considered in a proceeding in equity or at law).
The Trustee shall not be accountable for the use or application by the Depositor
of funds paid to the Depositor in consideration of the assignment of the
Mortgage Loans hereunder by the Depositor, or for the use or application of any
funds paid to Subservicers or the Servicers in respect of the Mortgage Loans or
deposited into the Servicer Custodial Accounts, or any other account hereunder
(other than the Certificate Account) by a Servicer.
The Trustee shall at no time have any responsibility or liability
for or with respect to the legality, validity and enforceability of any Mortgage
or any Mortgage Loan, or the perfection and priority of any Mortgage or the
maintenance of any such perfection and priority or for or with respect to the
sufficiency of the Trust or its ability to generate the payments to be
distributed to Certificateholders under this Agreement, including, without
limitation: the existence, condition and ownership of any Mortgaged Property;
the existence and enforceability of any hazard insurance thereon (other than if
the Trustee shall assume the duties of a Servicer pursuant to Section 8.05 and
thereupon only for the acts or omissions of the successor Servicer); the
validity of the assignment of any Mortgage Loan to the Trustee or of any
intervening assignment; the completeness of any Mortgage Loan; the performance
or enforcement of any Mortgage Loan (other than if the Trustee shall assume the
duties of a Servicer pursuant to Section 8.05 and thereupon only for the acts or
omissions of the Trustee as successor Servicer); the compliance by the Depositor
or the Servicers with any warranty or representation made under this Agreement
or in any related document or the accuracy of any such warranty or
representation; any investment of monies by or at the direction of a Servicer or
any loss resulting therefrom, it being understood that the Trustee shall remain
responsible for any Trust property that it may hold in its individual capacity;
the acts or omissions of any of the Depositor, the Servicers (other than if the
Trustee shall assume the duties of a Servicer pursuant to Section 8.05 and
thereupon only for the acts or omissions of the Trustee as successor Servicer),
any Subservicer or any Mortgagor; any action of a Servicer (other than if the
Trustee shall assume the duties of a Servicer pursuant to Section 8.05 and
thereupon only for the acts or omissions of the Trustee as successor Servicer)
or any Subservicer taken in the name of the Trustee; the failure of a Servicer
or any Subservicer to act or perform any duties required of it as agent of the
Trustee hereunder; or any action by the Trustee taken at the instruction of a
Servicer (other than if the Trustee shall assume the duties of a Servicer
pursuant to Section 8.05 and thereupon only for the acts or omissions of the
Trustee as successor Servicer); provided, however, that the foregoing shall not
relieve the Trustee of its obligation to perform its duties under this
Agreement, including, without limitation, the Trustee's review of the Mortgage
Files pursuant to Section 2.02. The Trustee shall file any financing or
continuation statement in any public office at any time required to maintain the
perfection of any security interest or lien granted to it hereunder.
Section 9.04 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 Servicers, any Subservicer or any of their respective affiliates with
the same right it would have if it were not the Trustee.
Section 9.05 ELIGIBILITY REQUIREMENTS FOR TRUSTEE. The Trustee
hereunder shall at all times be (a) an institution the deposits of which are
fully insured by the FDIC and (b) a corporation or banking association organized
and doing business under the laws of the United States of America or of any
State, authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of not less than $50,000,000 and subject to
supervision or examination by Federal or State authority and (c) with respect to
every successor trustee hereunder either an institution (i) the long-term
unsecured debt obligations of which are rated at least "A" by S&P and "A" by
Fitch or (ii) whose serving as Trustee hereunder would not result in the
lowering of the ratings originally assigned to any Class of Certificates. The
Trustee shall not be an affiliate of the Depositor or either Servicer. If such
corporation or banking association 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 9.05, the combined
capital and surplus of such corporation or banking association 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 provision of this Section 9.05, the Trustee
shall resign immediately in the manner and with the effect specified in Section
9.06.
Section 9.06 RESIGNATION AND REMOVAL OF TRUSTEE. The Trustee may at
any time resign and be discharged from the trust hereby created by giving
written notice thereof to the Servicers and mailing a copy of such notice to all
Holders of record. The Trustee shall also mail a copy of such notice of
resignation to each Rating Agency. Upon receiving such notice of resignation,
the Servicers shall use their best efforts to promptly appoint a mutually
acceptable successor Trustee by written instrument, in duplicate, one copy of
which instrument shall be delivered to the resigning Trustee and one copy to the
successor Trustee. If no successor Trustee shall have been so appointed and
shall have accepted appointment within 30 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 9.05 and shall fail to resign after written
request therefor by the Servicers, or if at any time the Trustee shall become
incapable of acting, or shall be adjudged a 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 Servicers
may remove the Trustee and appoint a successor trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor.
The Holders of Certificates evidencing not less than 50% of the
Voting Rights may at any time remove the Trustee by written instrument or
instruments delivered to the Servicers and the Trustee; the Servicers shall
thereupon use their best efforts to appoint a mutually acceptable successor
Trustee in accordance with this Section 9.06.
Any resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to any of the provisions of this Section 9.06 shall
become effective upon acceptance of appointment by the successor Trustee as
provided in Section 9.07.
Section 9.07 SUCCESSOR TRUSTEE. Any successor Trustee appointed as
provided in Section 9.06 shall execute, acknowledge and deliver to the Servicers
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 like effect as if originally
named as Trustee herein. The predecessor Trustee shall duly assign, transfer,
deliver and pay over to the successor Trustee the whole of the Mortgage Files
and related documents and statements held by it hereunder, together with all
instruments of transfer and assignment or other documents properly executed as
may be reasonably required to effect such transfer and such of the records or
copies thereof maintained by the predecessor Trustee in the administration
hereof as may be reasonably requested by the successor Trustee and shall
thereupon be discharged from all duties and responsibilities under this
Agreement; provided, however, that if the predecessor Trustee has been
terminated pursuant to the third paragraph of Section 9.06, all reasonable
expenses of the predecessor Trustee incurred in complying with this Section 9.07
shall be reimbursed by the Trust.
No successor Trustee shall accept appointment as provided in this
Section 9.07 unless at the time of such appointment such successor Trustee shall
be eligible under the provisions of Section 9.05.
Upon acceptance of appointment by a successor Trustee as provided in
this Section 9.07, the Servicers shall cooperate to mail notice of the
succession of such Trustee hereunder to all Holders of Certificates at their
addresses as shown in the Certificate Register and to each Rating Agency. If the
Servicers fail to mail such notice within ten days after acceptance of
appointment by the successor Trustee, the successor Trustee shall cause such
notice to be mailed at the expense of the Servicers.
Section 9.08 MERGER OR CONSOLIDATION OF TRUSTEE. Any corporation or
banking association 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 banking association succeeding to all or
substantially all of the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, if such corporation or banking association
is eligible under the provisions of Section 9.05, 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 9.09 APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE.
Notwithstanding any of the provisions hereof, at any time, for the purpose of
meeting any legal requirements of any jurisdiction in which any Mortgaged
Property may at the time be located or for any other reason, the related
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 as co-trustee or separate trustee of all or any part of the Trust
Estate, and to vest in such Person or Persons, in such capacity, such title to
the Trust Estate, or any part thereof, and, subject to the other provision of
this Section 9.09, such powers, duties, obligations, rights and trusts as such
Servicer and the Trustee may consider necessary or desirable. If a Servicer
shall not have joined in such appointment within ten days after the receipt by
it of a request to do so, 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 9.05 and no
notice to Holders of Certificates of the appointment of co-trustee(s) or
separate trustee(s) shall be required under Section 9.07.
In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 9.09, 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 a 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 Estate 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. No
trustee hereunder shall be held personally liable by reason of any act or
omission of any other trustee hereunder; provided, however, that no appointment
of a co-trustee or separate trustee hereunder shall relieve the Trustee of its
obligations hereunder.
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 of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article IX. 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.
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. If any separate trustee or co-trustee
shall become incapable of acting, resign or be removed, or shall be adjudged a
bankrupt or insolvent, or a receiver of its property shall be appointed, or any
public officer shall take charge or control of such trustee or co-trustee or of
its property or affairs for the purpose of rehabilitation, conservation or
liquidation, 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 9.10 AUTHENTICATING AGENTS. The Trustee may appoint one or
more authenticating agents ("AUTHENTICATING AGENTS") which shall be authorized
to act on behalf of the Trustee in authenticating or countersigning
Certificates. Initially, the Authenticating Agent shall be The Bank of New York.
Wherever reference is made in this Agreement to the authentication or
countersigning of Certificates by the Trustee or the Trustee's certificate of
authentication or countersigning, such reference shall be deemed to include
authentication or countersigning on behalf of the Trustee by an Authenticating
Agent and a certificate of authentication or countersignature executed on behalf
of the Trustee by an Authenticating Agent. Each Authenticating Agent must be
acceptable to the Servicers and must be a corporation or banking association
organized and doing business under the laws of the United States of America or
of any State, having a principal office and place of business in New York, New
York, having a combined capital and surplus of at least $15,000,000, authorized
under such laws to do a trust business and subject to supervision or examination
by Federal or State authorities.
Any corporation or banking association into which any Authenticating
Agent 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 any Authenticating Agent shall be a party, or any
corporation or banking association succeeding to the corporate agency business
of any Authenticating Agent, shall continue to be the Authenticating Agent
without the execution or filing of any paper or any further act on the part of
the Trustee or the Authenticating Agent.
Any Authenticating Agent may at any time resign by giving written
notice of resignation to the Trustee and to the Servicers. The Trustee may at
any time terminate the agency of any Authenticating Agent by giving written
notice of termination to such Authenticating Agent and to the Servicers. Upon
receiving a notice of resignation or upon such a termination, or in case, at any
time any Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 9.10, the Trustee may appoint a successor
Authenticating Agent, shall give written notice of such appointment to the
Servicers and shall mail notice of such appointment to all Certificateholders.
Any successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers, duties and responsibilities of
its predecessor hereunder, with like effect as if originally named as
Authenticating Agent.
Section 9.11 TRUSTEE'S FEES AND EXPENSES. The Trustee, as
compensation for its activities hereunder, shall be entitled to receive on each
Distribution Date an amount equal to the Trustee Fee for such Distribution Date
pursuant to Section 5.02(a). The Trustee and any director, officer, employee or
agent of the Trustee shall be indemnified by the Trust and held harmless against
any loss, liability or expense (including reasonable attorney's fees) (a)
incurred in connection with any claim or legal action relating to (i) this
Agreement, (ii) the Certificates, or (iii) the performance of any of the
Trustee's duties hereunder, other than any loss, liability or expense incurred
by reason of willful misfeasance, bad faith or gross negligence in the
performance of any of the Trustee's duties hereunder, (b) resulting from any tax
or information return which was prepared by, or should have been prepared by,
the related Servicer and (c) arising out of the transfer of any Private
Certificate not in compliance with ERISA. Such indemnity shall survive the
termination of this Agreement or the resignation or removal of the Trustee
hereunder. Without limiting the foregoing, except as otherwise agreed upon in
writing by the Depositor and the Trustee, and except for any such expense,
disbursement or advance as may arise from the Trustee's gross negligence, bad
faith or willful misconduct, the Trust shall reimburse the Trustee for all
reasonable expenses, disbursements and advances incurred or made by the Trustee
in accordance with any of the provisions of this Agreement to the extent
permitted by Treasury Regulations Section 1.860G-1(b)(3)(ii) and (iii);
provided, however, that the Depositor and the Trustee intend to enter into a
separate agreement for custody-related services. Except as otherwise provided
herein, the Trustee shall not be entitled to payment or reimbursement for any
routine ongoing expenses incurred by the Trustee in the ordinary course of its
duties as Trustee, Certificate Registrar or Paying Agent hereunder or for any
other expenses.
Section 9.12 [RESERVED]
Section 9.13 PAYING AGENTS. The Trustee may appoint one or more
Paying Agents (each, a "PAYING AGENT") which shall be authorized to act on
behalf of the Trustee in making withdrawals from the Certificate Account and
distributions to Certificateholders as provided in Section 3.08 and Section
5.02. Wherever reference is made in this Agreement to the withdrawal from the
Certificate Account by the Trustee, such reference shall be deemed to include
such a withdrawal on behalf of the Trustee by a Paying Agent. Initially, the
Paying Agent shall be The Bank of New York. Whenever reference is made in this
Agreement to a distribution by the Trustee or the furnishing of a statement to
Certificateholders by the Trustee, such reference shall be deemed to include
such a distribution or furnishing on behalf of the Trustee by a Paying Agent.
Each Paying Agent shall provide to the Trustee such information concerning the
Certificate Account as the Trustee shall request from time to time. Each Paying
Agent must be reasonably acceptable to the Servicers and must be a corporation
or banking association organized and doing business under the laws of the United
States of America or of any state, having (except in the case of the Trustee) a
principal office and place of business in New York, New York, having a combined
capital and surplus of at least $15,000,000, authorized under such laws to do a
trust business and subject to supervision or examination by federal or state
authorities.
Any corporation into which any Paying Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which any Paying Agent shall be
a party, or any corporation succeeding to the corporate agency business of any
Paying Agent, shall continue to be the Paying Agent provided that such
corporation after the consummation of such merger, conversion, consolidation or
succession meets the eligibility requirements of this Section 9.13.
Any Paying Agent may at any time resign by giving written notice of
resignation to the Trustee and to the Servicers; provided that the Paying Agent
has returned to the Certificate Account or otherwise accounted, to the
reasonable satisfaction of the Trustee, for all amounts it has withdrawn from
the Certificate Account. The Trustee may, upon prior written approval of the
Servicers, at any time terminate the agency of any Paying Agent by giving
written notice of termination to such Paying Agent and to the Servicers. Upon
receiving a notice of resignation or upon such a termination, or in case at any
time any Paying Agent shall cease to be eligible in accordance with the
provisions of the first paragraph of this Section 9.13, the Trustee may appoint,
upon prior written approval of the Servicers, a successor Paying Agent, shall
give written notice of such appointment to the Servicers and shall mail notice
of such appointment to all Certificateholders. Any successor Paying Agent upon
acceptance of its appointment hereunder shall become vested with all rights,
powers, duties and responsibilities of its predecessor hereunder, with like
effect as if originally named as Paying Agent. The Trustee shall remain liable
for any duties and obligations assumed by its appointed Paying Agent.
Section 9.14 LIMITATION OF LIABILITY. The Certificates are executed
by the Trustee, not in its individual capacity but solely as Trustee of the
Trust, in the exercise of the powers and authority conferred and vested in it by
this Agreement. Each of the undertakings and agreements made on the part of the
Trustee in the Certificates is made and intended not as a personal undertaking
or agreement by the Trustee but is made and intended for the purpose of binding
only the Trust.
Section 9.15 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 production thereof in any
proceeding relating thereto, and such preceding 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, disbursement 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 9.16 SUITS FOR ENFORCEMENT. In case an Event of Default or
other default by a Servicer or the Depositor hereunder shall occur and be
continuing, the Trustee, in its discretion, may proceed to protect and enforce
its rights and the rights of the Holders of Certificates 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 and the Certificateholders.
Section 9.17 WAIVER OF BOND REQUIREMENT. The Trustee shall be
relieved of, and each Certificateholder hereby waives, any requirement of any
jurisdiction in which the Trust, or any part thereof, may be located that the
Trustee post a bond or other surety with any court, agency or body whatsoever.
Section 9.18 WAIVER OF INVENTORY, ACCOUNTING AND APPRAISAL
REQUIREMENT. The Trustee shall be relieved of, and each Certificateholder hereby
waives, any requirement of any jurisdiction in which the Trust, or any part
thereof, may be located that the Trustee file any inventory, accounting or
appraisal of the Trust with any court, agency or body at any time or in any
manner whatsoever.
Section 9.19 YEAR 2000 COMPLIANCE. The Trustee warrants that it will
use commercially reasonable efforts to ensure that the computer software and
hardware systems ("SYSTEMS") that are owned by the Trustee and used to provide
the services are 2000 Compliant or will be made 2000 Compliant before December
31, 1999. With respect to software that the Trustee licenses from third parties
and uses in providing the services ("THIRD PARTY SOFTWARE"), the Trustee
warrants that it has used or will use commercially reasonable efforts to test
the same by September 30, 1999 to certify, in accordance with the Trustee's
standard practices, that the Third Party Software is 2000 Compliant. If the
Trustee cannot certify any Third Party Software as 2000 Compliant, the Trustee
will use commercially reasonable efforts to replace such Third Party Software
with software that is warranted or certified by its vendor as 2000 Compliant, if
such replacement is available, compatible with the Trustee's Systems and deemed
by the Trustee as appropriate under the circumstances. In the event that the
Trustee uses third party service providers to provide the services or any
portion thereof ("Third Party Services"), the Trustee warrants that it has in
place a program under which it will use commercially reasonable efforts to
contact such service providers and obtain from them assurances that the Systems
that they use in providing services are 2000 Compliant. Notwithstanding the
foregoing, the Trustee cannot and does not warrant that the Systems, Third Party
Software or Third Party Services will continue to interface with the hardware,
firmware, software (including operating systems), records or data used by the
third parties. As used herein, the term "2000 Compliant" means that the Systems,
Third Party Software and Third Party Services will function without material
error caused by the introduction of dates falling on or after January 1, 2000.
ARTICLE X
TERMINATION
Section 10.01 TERMINATION UPON PURCHASE BY THE DEPOSITOR OR
LIQUIDATION OF ALL MORTGAGE LOANS. Subject to Section 10.02, the respective
obligations and responsibilities of the Depositor, the Servicers and the Trustee
created hereby (other than the obligation of Trustee to make certain payments to
Certificateholders after the Final Distribution Date and to send certain notices
as hereinafter set forth and the obligations of the Trustee pursuant to Sections
5.04(b) and 5.05(b)) shall terminate upon the last action required to be taken
by the Trustee on the Final Distribution Date pursuant to this Article X
following the earlier of (a) the purchase by the Depositor of all Mortgage Loans
and all REO Property remaining in the Trust Estate at a price equal to the sum
of (i) 100% of the Stated Principal Balance of each Mortgage Loan (other than
any Mortgage Loan as to which REO Property has been acquired and whose fair
market value is included pursuant to clause (ii) below) and (ii) the fair market
value of such REO Property (as determined by the Depositor as of the close of
business on the third Business Day next preceding the date upon which notice of
any such termination is furnished to Certificateholders pursuant to the third
paragraph of this Article X), plus any Class Unpaid Interest Shortfall for any
Class of Certificates as well as one month's interest at the related Mortgage
Rate on the Stated Principal Balance of each Mortgage Loan (including any
Mortgage Loan as to which REO Property has been acquired) or (b) the final
payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Estate or the disposition of all REO
Property; provided, however, that in no event shall the Trust created hereby
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the Court of St.
James, living on the date hereof.
The right of the Depositor to repurchase all Mortgage Loans pursuant
to (a) above is conditioned upon the Pool Stated Principal Balance as of the
Final Distribution Date being less than 10% of the Cut-Off Date Pool Principal
Balance. If such right is exercised, the Trustee shall, promptly following
payment of the purchase price, release to the Depositor or its designee the
Mortgage Files pertaining to the Mortgage Loans being purchased.
Notice of any termination, specifying the Final Distribution Date
(which shall be a date that would otherwise be a Distribution Date) upon which
the Certificateholders may surrender their Certificates to the Trustee for
payment of the final distribution and for cancellation, shall be given promptly
by the Depositor (if exercising its right to purchase the assets of the Trust)
or by the Trustee (in any other case) by letter to Certificateholders mailed not
earlier than the 15th day and not later than the 25th day of the month next
preceding the month of such final distribution specifying (1) the Final
Distribution Date upon which final payment of the Certificates will be made upon
presentation and surrender of Certificates at the office or agency of the
Trustee therein designated, (2) the amount of any such final payment and (3)
that the Record Date otherwise applicable to such Distribution Date is not
applicable, payments being made only upon presentation and surrender of the
Certificates at the office or agency of the Trustee therein specified. If the
Depositor is obligated to give notice to Certificateholders as aforesaid, it
shall give such notice to the Trustee and the Certificate Registrar at the time
such notice is given to Certificateholders. In the event such notice is given by
the Depositor, the Depositor shall deposit in the Certificate Account on or
before the Final Distribution Date in immediately available funds an amount
equal to the amount necessary to make the amount, if any, on deposit in the
Certificate Account on the Final Distribution Date equal to the purchase price
for the related assets of the Trust computed as above provided together with a
statement as to the amount to be distributed on each Class of Certificates
pursuant to the next succeeding paragraph.
Upon presentation and surrender of the Certificates, the Trustee
shall cause to be distributed to Certificateholders of each Class, in the order
set forth in Section 5.02 hereof, on the final Distribution Date and in
proportion to their respective Percentage Interests, with respect to
Certificateholders of the same Class, an amount equal to (I) as to each Class of
Certificates, the Class Certificate Balance thereof plus (a) accrued interest
thereon in the case of an interest bearing Certificate and (b) the Class A-PO
Deferred Amount with respect to the Class A-PO Certificates, and (II) as to the
Class A-R and A-LR Certificates, the amounts, if any, which remain on deposit in
the Upper-Tier Certificate Account and the Certificate Account, respectively
(other than the amounts retained to meet claims) after application pursuant to
clause (I) above. An amount shall be distributed in respect of interest and
principal to the Uncertificated Lower-Tier Interests in the same amounts as
distributed to their Corresponding Upper-Tier Class or Classes.
If all of the Certificateholders do not surrender their Certificates
for final payment and cancellation on or before the Final Distribution Date, the
Trustee shall on such date cause all funds in the Certificate Account not
distributed in final distribution to Certificateholders to continue to be held
by the Trustee in an Eligible Account for the benefit of such Certificateholders
and the Depositor (if it exercised its right to purchase the assets of the Trust
Estate) or the Trustee (in any other case) 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
one year after the second notice all 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 on deposit in such Eligible Account.
Section 10.02 ADDITIONAL TERMINATION REQUIREMENTS.
(a) If the Depositor exercises its purchase option as provided in
Section 10.01, the Trust shall be terminated in accordance with the following
additional requirements, unless the Trustee has received an Opinion of Counsel
to the effect that the failure of the Trust to comply with the requirements of
this Section 10.02 will not (i) result in the imposition of taxes on "prohibited
transactions" of the Trust as defined in Section 860F of the Code, or (ii) cause
the Trust Estate to fail to qualify as two separate REMICs at any time that any
Certificates are outstanding:
(i) within 90 days prior to the Final Distribution Date set forth
in the notice given by the Depositor under Section 10.01, the Trustee
shall sell all of the assets of the Trust Estate to the Depositor for
cash; and
(ii) the notice given by the Depositor or the Trustee pursuant to
Section 10.01 shall provide that such notice constitutes the adopting of a
plan of complete liquidation of the Upper-Tier REMIC and the Lower-Tier
REMIC as of the date of such notice (or, if earlier, the date on which
such notice was mailed to Certificateholders). The Trustee shall also
specify such date in the final tax return of the Upper-Tier REMIC and the
Lower-Tier REMIC.
(b) By their acceptance of the Residual Certificates, the Holders
thereof hereby agree to take such other action in connection with such plan of
complete liquidation as may be reasonably requested by the Depositor.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 AMENDMENT. This Agreement may be amended from time to
time by the Depositor, the Servicers and the Trustee without the consent of any
of the Certificateholders, (i) to cure any ambiguity or mistake, (ii) to correct
or supplement any provisions herein or therein which may be inconsistent with
any other provisions herein or therein, (iii) to modify, eliminate or add to any
of its provisions to such extent as shall be necessary to maintain the
qualification of the Upper-Tier REMIC and the Lower-Tier REMIC as REMICs at all
times that any Certificates are outstanding or to avoid or minimize the risk of
the imposition of any tax on either REMIC pursuant to the Code that would be a
claim against the Trust Estate, provided that (a) the Trustee has received an
Opinion of Counsel to the effect that such action is necessary or desirable to
maintain such qualification or to avoid or minimize the risk of the imposition
of any such tax and (b) such action shall not, as evidenced by such Opinion of
Counsel, adversely affect in any material respect the interests of any
Certificateholder, (iv) to change the timing and/or nature of deposits into the
Certificate Account provided that (a) such change shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interests of
any Certificateholder and (b) such change shall not adversely affect the
then-current rating of the Senior Certificates, the Class B-1 Certificates, the
Class B-2 Certificates, the Class B-3 Certificates, the Class B-4 Certificates
or the Class B-5 Certificates as evidenced by a letter from each Rating Agency
rating such Certificates to such effect and (v) to make any other provisions
with respect to matters or questions arising under this Agreement which shall
not be materially inconsistent with the provisions of this Agreement, provided
that such action shall not, as evidenced by an Opinion of Counsel, adversely
affect in any material respect the interests of any Certificateholder, provided
that the amendment shall not be deemed to adversely affect in any material
respect the interests of the Certificateholders and no Opinion of Counsel to
that effect shall be required if the Person requesting the amendment obtains a
letter from each Rating Agency stating that the amendment would not result in
the downgrading or withdrawal of the respective ratings then assigned to the
Certificates.
This Agreement may also be amended from time to time by the
Depositor, the Servicers and the Trustee, with the consent of the Holders of
Certificates of each Class of Certificates which is affected by such amendment,
evidencing, as to each such Class of Certificates, Percentage Interests
aggregating not less than 66-2/3%, for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of this Agreement
or of modifying in any manner the rights of the Holders of such Certificates;
provided, however, that no such amendment shall (A) reduce in any manner the
amount of, or delay the timing of, collections of payments on Mortgage Loans or
distributions which are required to be made on any Certificate without the
consent of the Holder of such Certificate or (B) reduce the aforesaid percentage
required to consent to any such amendment, without the consent of the Holders of
all Certificates then Outstanding.
Prior to the solicitation of consent of Certificateholders in
connection with any such amendment, the party seeking such amendment shall
furnish the Trustee with an Opinion of Counsel stating whether such amendment
would adversely affect the qualification of the Upper-Tier REMIC or the
Lower-Tier REMIC as REMICs and notice of the conclusion expressed in such
Opinion of Counsel shall be included with any such solicitation. An amendment
made with the consent of all Certificateholders and executed in accordance with
this Section 11.01 shall be permitted or authorized by this Agreement
notwithstanding that such Opinion of Counsel may conclude that such amendment
would adversely affect the qualification of the Upper-Tier REMIC or the
Lower-Tier REMIC as REMICs.
Promptly after the execution of any such amendment or consent the
Trustee shall furnish written notification of the substance of or a copy of such
amendment to each Certificateholder and to each Rating Agency.
It shall not be necessary for the consent of Certificateholders
under this Section 11.01 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.
Section 11.02 RECORDATION OF AGREEMENT. This Agreement is subject to
recordation in all appropriate public offices for real property records in all
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 either
Servicer and at its expense on direction by the Trustee, who will act at the
direction of Holders of Certificates evidencing not less than 50% of all Voting
Rights, but only upon direction of the Trustee accompanied by an Opinion of
Counsel to the effect that such recordation materially and beneficially affects
the interests of Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 11.03 LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS. The death
or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
commence any proceeding in any court for a partition or winding up of the Trust,
nor otherwise affect the rights, obligations and liabilities of the parties
hereto or any of them.
No Certificateholder shall have any right to vote (except as
provided herein) or in any manner otherwise control the operation and management
of the Trust, or the obligations of the parties hereto, nor shall anything
herein set forth, or contained in the terms of the Certificates, be construed so
as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any
third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
No Certificateholder shall have any right by virtue or by availing
itself of any provisions of this Agreement to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Agreement,
unless such Holder previously shall have given to the Trustee a written notice
of default and of the continuance thereof, as provided herein, and unless also
the Holders of Certificates evidencing Percentage Interests aggregating not less
than 25% of each Class of Certificates affected thereby shall have made written
request upon the Trustee to institute such action, suit or proceeding in its own
name as Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for 60 days after its receipt of
such notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding; it being understood and intended,
and being expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing itself or
themselves of any provisions of this Agreement to affect, disturb or prejudice
the rights of the Holders of any other of the Certificates, or to obtain or seek
to obtain priority over or preference to any other such Holder, or to enforce
any right under this Agreement, except in the manner herein provided and for the
equal, ratable and common benefit of all Certificateholders. For the protection
and enforcement of the provisions of this Section 11.03, each and every
Certificateholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.
Section 11.04 GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT APPLICATION OF THE
CONFLICTS OF LAWS PROVISIONS THEREOF, AND THE OBLIGATIONS, RIGHTS AND REMEDIES
OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 11.05 NOTICES. All demands, notices, instructions,
directions, requests and communications required to be delivered hereunder shall
be in writing and shall be deemed to have been duly given if personally
delivered at or mailed by certified mail, return receipt requested, (provided,
however, that notices to the Trustee shall be deemed effective upon receipt) to
(a) in the case of the Depositor, Bank of America Mortgage Securities, Inc., 345
Montgomery Street, Lower Level #2, Unit #8152, San Francisco, California 94104,
Attention: Russell Thompson, (b) in the case of the NMC Servicer, NationsBanc
Mortgage Corporation, 101 East Main Street, Suite 400, Louisville, Kentucky
40202, Attention: Servicing Manager, with a copy to: NationsBanc Mortgage
Corporation, 201 North Tryon Street, 14th Floor, Charlotte, North Carolina
28255, Attention: General Counsel and Treasurer, (c) in the case of the BA
Servicer, Bank of America, FSB, 10200 Valley View Street, Cypress, California
90630, Attention: Brian Shea, (d) in the case of the Trustee, 101 Barclay Street
- - 12E, New York, New York 10286, Attention: Corporate Trust - MBS Group (Fax:
(212) 815-5309), (d) in the case of S&P, Standard & Poor's, a division of The
McGraw-Hill Companies, Inc., 26 Broadway, New York, New York 10004, Attn:
Mortgage Surveillance Group, and (e) in the case of Fitch, Fitch IBCA, Inc., One
State Street Plaza, New York, New York 10004, Attn: Residential Mortgage
Surveillance Group; or, as to each party, at such other address as shall be
designated by such party in a written notice to each other party. Any notice
required or permitted to be mailed to a Certificateholder shall be given by
first class mail, postage prepaid, at the address of such Holder as shown in the
Certificate Register. Any notice so mailed within the time prescribed in this
Agreement shall be conclusively presumed to have been duly given, whether or not
the Certificateholder receives such notice.
Section 11.06 SEVERABILITY OF PROVISIONS. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, 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 provisions of this Agreement or of the Certificates
or the rights of the Holders thereof.
Section 11.07 CERTIFICATES NONASSESSABLE AND FULLY PAID. It is the
intention of the Trustee that Certificateholders shall not be personally liable
for obligations of the Trust Estate, that the beneficial ownership interests
represented by the Certificates shall be nonassessable for any losses or
expenses of the Trust Estate or for any reason whatsoever, and that Certificates
upon execution, countersignature and delivery thereof by the Trustee pursuant to
Section 6.01 are and shall be deemed fully paid.
Section 11.08 ACCESS TO LIST OF CERTIFICATEHOLDERS. The Certificate
Registrar will furnish or cause to be furnished to the Trustee, within 15 days
after the receipt of a request by the Trustee in writing, a list, in such form
as the Trustee may reasonably require, of the names and addresses of the
Certificateholders as of the most recent Record Date for payment of
distributions to Certificateholders.
If three or more Certificateholders apply in writing to the Trustee,
and such application states that the applicants desire to communicate with other
Certificateholders with respect to their rights under this Agreement or under
the Certificates and is accompanied by a copy of the communication which such
applicants propose to transmit, then the Trustee shall, within five Business
Days after the receipt of such application, afford such applicants access during
normal business hours to the most recent list of Certificateholders held by the
Trustee. If such a list is as of a date more than 90 days prior to the date of
receipt of such applicants' request, the Trustee shall promptly request from the
Certificate Registrar a current list as provided above, and shall afford such
applicants access to such list promptly upon receipt.
Every Certificateholder, by receiving and holding such list, agrees
with the Certificate Registrar and the Trustee that neither the Certificate
Registrar nor the Trustee shall be held accountable by reason of the disclosure
of any such information as to the names and addresses of the Certificateholders
hereunder, regardless of the source from which such information was derived.
Section 11.09 RECHARACTERIZATION. The parties to this Agreement
intend the conveyance by the Depositor to the Trustee of all of its right, title
and interest in and to the Mortgage Loans pursuant to this Agreement to
constitute a purchase and sale and not a loan. Notwithstanding the foregoing, to
the extent that such conveyance is held not to constitute a sale under
applicable law, it is intended that this Agreement shall constitute a security
agreement under applicable law and that the Depositor shall be deemed to have
granted to the Trustee a first priority security interest in all of the
Depositor's right, title and interest in and to the Mortgage Loans.
<PAGE>
IN WITNESS WHEREOF, the Depositor, the Servicers and the Trustee
have caused this Agreement to be duly executed by their respective officers
thereunto duly authorized to be hereunto affixed, all as of the day and year
first above written.
BANK OF AMERICA MORTGAGE SECURITIES, INC.,
as Depositor
By: ________________________________________
Name: Sharon Joseph
By: Vice President
NATIONSBANC MORTGAGE CORPORATION,
as Servicer
By: ________________________________________
Name: Robert J. Debenedet
By: Vice President
BANK OF AMERICA, FSB,
as Servicer
By: ________________________________________
Name: Russell Thompson
By: Vice President
THE BANK OF NEW YORK,
as Trustee
By: ________________________________________
Name: Kelly Sheahan
By: Vice President
<PAGE>
STATE OF NEW YORK. )
) ss.:
COUNTY OF NEW YORK )
On the 25th day of March, 1999, before me, a notary public in and
for the State of New York, personally appeared Kelly Sheahan, known to me who,
being by me duly sworn, did depose and say that she is an Assistant Vice
President of The Bank of New York, a New York banking corporation, one of the
parties that executed the foregoing instrument; and that she signed her name
thereto by order of the Board of Directors of such corporation.
---------------------------------------
Notary Public
[Notarial Seal]
My commission expires ____________.
<PAGE>
STATE OF NORTH CAROLINA )
) ss.:
COUNTY OF MECKLENBURG )
On the 25th day of March, 1999, before me, a notary public in and
for the State of North Carolina, personally appeared Robert J. Debenedet, known
to me who, being by me duly sworn, did depose and say that he is a Vice
President of NationsBanc Mortgage Corporation, a Texas corporation, one of the
parties that executed the foregoing instrument; and that he signed his name
thereto by order of the Board of Directors of such corporation.
---------------------------------------
Notary Public
[Notarial Seal]
My commission expires ____________.
<PAGE>
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 25th day of March, 1999, before me, a notary public in and
for the State of New York, personally appeared Russell Thompson, known to me
who, being by me duly sworn, did depose and say that he is an Vice President of
Bank of America, FSB, a federal savings bank, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of such corporation.
---------------------------------------
Notary Public
[Notarial Seal]
My commission expires ____________.
<PAGE>
STATE OF NEW YORK. )
) ss.:
COUNTY OF NEW YORK )
On the 25th day of March, 1999, before me, a notary public in and
for the State of New York, personally appeared Sharon Joseph, known to me who,
being by me duly sworn, did depose and say that she is the Vice President of
Bank of America Mortgage Securities, Inc. a Delaware corporation, one of the
parties that executed the foregoing instrument; and that she signed her name
thereto by order of the Board of Directors of such corporation.
---------------------------------------
Notary Public
[Notarial Seal]
My commission expires ____________.
<PAGE>
EXHIBIT A-1
[FORM OF FACE OF CLASS A-1 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-2
Class A-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
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").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THE AMOUNT SET FORTH BELOW.
<PAGE>
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-2
Class A-1
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: March 1, 1999
First Distribution Date: April 26, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of all
Certificates of this Class: $100,000,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 BK 7
This certifies that _____________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the aggregate Initial Class Certificate
Balance of all Certificates of the Class to which this Certificate belongs) in
certain monthly distributions with respect to a Trust consisting primarily of
the Mortgage Loans deposited by Bank of America Mortgage Securities, Inc. (the
"Depositor"). The Trust was created pursuant to a Pooling and Servicing
Agreement, dated March 25, 1999 (the "Pooling and Servicing Agreement"), among
the Depositor, NationsBanc Mortgage Corporation, as servicer, Bank of America,
FSB, as servicer (together with NationsBanc Mortgage Corporation, the
"Servicers"), and The Bank of New York, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Class Certificate
Balance at any time may be less than the Class Certificate Balance as set forth
herein. This Certificate does not evidence an obligation of, or an interest in,
and is not guaranteed by the Depositor, the Servicers or the Trustee referred to
below or any of their respective affiliates. Neither this Certificate nor the
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
<PAGE>
EXHIBIT A-2
[FORM OF FACE OF CLASS A-2 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-2
Class A-2
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
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").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THE AMOUNT SET FORTH BELOW.
<PAGE>
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-2
Class A-2
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: March 1, 1999
First Distribution Date: April 26, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of all
Certificates of this Class: $100,000,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 BL 5
This certifies that ________________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the aggregate Initial Class Certificate
Balance of all Certificates of the Class to which this Certificate belongs) in
certain monthly distributions with respect to a Trust consisting primarily of
the Mortgage Loans deposited by Bank of America Mortgage Securities, Inc. (the
"Depositor"). The Trust was created pursuant to a Pooling and Servicing
Agreement, dated March 25, 1999 (the "Pooling and Servicing Agreement"), among
the Depositor, NationsBanc Mortgage Corporation, as servicer, Bank of America,
FSB, as servicer (together with NationsBanc Mortgage Corporation, the
"Servicers"), and The Bank of New York, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Class Certificate
Balance at any time may be less than the Class Certificate Balance as set forth
herein. This Certificate does not evidence an obligation of, or an interest in,
and is not guaranteed by the Depositor, the Servicers or the Trustee referred to
below or any of their respective affiliates. Neither this Certificate nor the
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
<PAGE>
EXHIBIT A-3
[FORM OF FACE OF CLASS A-3 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-2
Class A-3
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
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").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THE AMOUNT SET FORTH BELOW.
<PAGE>
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-2
Class A-3
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: March 1, 1999
First Distribution Date: April 26, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of all
Certificates of this Class: $26,800,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 BM 3
This certifies that ______________________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the aggregate Initial Class Certificate
Balance of all Certificates of the Class to which this Certificate belongs) in
certain monthly distributions with respect to a Trust consisting primarily of
the Mortgage Loans deposited by Bank of America Mortgage Securities, Inc. (the
"Depositor"). The Trust was created pursuant to a Pooling and Servicing
Agreement, dated March 25, 1999 (the "Pooling and Servicing Agreement"), among
the Depositor, NationsBanc Mortgage Corporation, as servicer, Bank of America,
FSB, as servicer (together with NationsBanc Mortgage Corporation, the
"Servicers"), and The Bank of New York, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Class Certificate
Balance at any time may be less than the Class Certificate Balance as set forth
herein. This Certificate does not evidence an obligation of, or an interest in,
and is not guaranteed by the Depositor, the Servicers or the Trustee referred to
below or any of their respective affiliates. Neither this Certificate nor the
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
<PAGE>
EXHIBIT A-4
[FORM OF FACE OF CLASS A-4 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-2
Class A-4
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
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").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THE AMOUNT SET FORTH BELOW.
<PAGE>
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-2
Class A-4
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: March 1, 1999
First Distribution Date: April 26, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of all
Certificates of this Class: $4,826,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 BN 1
This certifies that ________________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the aggregate Initial Class Certificate
Balance of all Certificates of the Class to which this Certificate belongs) in
certain monthly distributions with respect to a Trust consisting primarily of
the Mortgage Loans deposited by Bank of America Mortgage Securities, Inc. (the
"Depositor"). The Trust was created pursuant to a Pooling and Servicing
Agreement, dated March 25, 1999 (the "Pooling and Servicing Agreement"), among
the Depositor, NationsBanc Mortgage Corporation, as servicer, Bank of America,
FSB, as servicer (together with NationsBanc Mortgage Corporation, the
"Servicers"), and The Bank of New York, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Class Certificate
Balance at any time may be less than the Class Certificate Balance as set forth
herein. This Certificate does not evidence an obligation of, or an interest in,
and is not guaranteed by the Depositor, the Servicers or the Trustee referred to
below or any of their respective affiliates. Neither this Certificate nor the
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on March 25, 1999, and based on its issue
price of 97.76302%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance, is issued with original issue
discount ("OID") for federal income tax purposes. Assuming that this Certificate
pays in accordance with projected cash flows reflecting the prepayment
assumption of 275% SPA (as defined in the Prospectus Supplement dated March 18,
1999 with respect to the offering of the Class A Certificates and the Class B-1,
Class B-2 and Class B-3 Certificates) used to price this Certificate: (i) the
amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 2.23698067%; and (ii) the annual yield to maturity
of this Certificate, compounded monthly, is approximately 6.86%. There is no
short first accrual period.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
<PAGE>
EXHIBIT A-5
[FORM OF FACE OF CLASS A-5 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-2
Class A-5
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
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").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THE AMOUNT SET FORTH BELOW.
<PAGE>
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-2
Class A-5
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: March 1, 1999
First Distribution Date: April 26, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of all
Certificates of this Class: $7,621,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 BP 6
This certifies that _______________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the aggregate Initial Class Certificate
Balance of all Certificates of the Class to which this Certificate belongs) in
certain monthly distributions with respect to a Trust consisting primarily of
the Mortgage Loans deposited by Bank of America Mortgage Securities, Inc. (the
"Depositor"). The Trust was created pursuant to a Pooling and Servicing
Agreement, dated March 25, 1999 (the "Pooling and Servicing Agreement"), among
the Depositor, NationsBanc Mortgage Corporation, as servicer, Bank of America,
FSB, as servicer (together with NationsBanc Mortgage Corporation, the
"Servicers"), and The Bank of New York, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Class Certificate
Balance at any time may be less than the Class Certificate Balance as set forth
herein. This Certificate does not evidence an obligation of, or an interest in,
and is not guaranteed by the Depositor, the Servicers or the Trustee referred to
below or any of their respective affiliates. Neither this Certificate nor the
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on March 25, 1999, and based on its issue
price of 97.57396%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance, is issued with original issue
discount ("OID") for federal income tax purposes. Assuming that this Certificate
pays in accordance with projected cash flows reflecting the prepayment
assumption of 275% SPA (as defined in the Prospectus Supplement dated March 18,
1999 with respect to the offering of the Class A Certificates and the Class B-1,
Class B-2 and Class B-3 Certificates) used to price this Certificate: (i) the
amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 2.42604167%; and (ii) the annual yield to maturity
of this Certificate, compounded monthly, is approximately 6.85%. There is no
short first accrual period.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
<PAGE>
EXHIBIT A-6
[FORM OF FACE OF CLASS A-6 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-2
Class A-6
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
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").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THE AMOUNT SET FORTH BELOW.
<PAGE>
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-2
Class A-6
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: March 1, 1999
First Distribution Date: April 26, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of all
Certificates of this Class: $6,009,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 BQ 4
This certifies that _______________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the aggregate Initial Class Certificate
Balance of all Certificates of the Class to which this Certificate belongs) in
certain monthly distributions with respect to a Trust consisting primarily of
the Mortgage Loans deposited by Bank of America Mortgage Securities, Inc. (the
"Depositor"). The Trust was created pursuant to a Pooling and Servicing
Agreement, dated March 25, 1999 (the "Pooling and Servicing Agreement"), among
the Depositor, NationsBanc Mortgage Corporation, as servicer, Bank of America,
FSB, as servicer (together with NationsBanc Mortgage Corporation, the
"Servicers"), and The Bank of New York, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Class Certificate
Balance at any time may be less than the Class Certificate Balance as set forth
herein. This Certificate does not evidence an obligation of, or an interest in,
and is not guaranteed by the Depositor, the Servicers or the Trustee referred to
below or any of their respective affiliates. Neither this Certificate nor the
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
<PAGE>
EXHIBIT A-7
[FORM OF FACE OF CLASS A-7 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-2
Class A-7
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
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").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THE AMOUNT SET FORTH BELOW.
<PAGE>
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-2
Class A-7
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: March 1, 1999
First Distribution Date: April 26, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of all
Certificates of this Class: $8,456,429.00
Pass-Through Rate: 6.900%
CUSIP No.: 060506 BR 2
This certifies that _______________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the aggregate Initial Class Certificate
Balance of all Certificates of the Class to which this Certificate belongs) in
certain monthly distributions with respect to a Trust consisting primarily of
the Mortgage Loans deposited by Bank of America Mortgage Securities, Inc. (the
"Depositor"). The Trust was created pursuant to a Pooling and Servicing
Agreement, dated March 25, 1999 (the "Pooling and Servicing Agreement"), among
the Depositor, NationsBanc Mortgage Corporation, as servicer, Bank of America,
FSB, as servicer (together with NationsBanc Mortgage Corporation, the
"Servicers"), and The Bank of New York, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Class Certificate
Balance at any time may be less than the Class Certificate Balance as set forth
herein. This Certificate does not evidence an obligation of, or an interest in,
and is not guaranteed by the Depositor, the Servicers or the Trustee referred to
below or any of their respective affiliates. Neither this Certificate nor the
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
<PAGE>
EXHIBIT A-8
[FORM OF FACE OF CLASS A-8 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-2
Class A-8
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
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").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THE AMOUNT SET FORTH BELOW.
<PAGE>
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-2
Class A-8
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: March 1, 1999
First Distribution Date: April 26, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of all
Certificates of this Class: $3,382,571.00
Pass-Through Rate: 5.500%
CUSIP No.: 060506 BS 0
This certifies that ______________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the aggregate Initial Class Certificate
Balance of all Certificates of the Class to which this Certificate belongs) in
certain monthly distributions with respect to a Trust consisting primarily of
the Mortgage Loans deposited by Bank of America Mortgage Securities, Inc. (the
"Depositor"). The Trust was created pursuant to a Pooling and Servicing
Agreement, dated March 25, 1999 (the "Pooling and Servicing Agreement"), among
the Depositor, NationsBanc Mortgage Corporation, as servicer, Bank of America,
FSB, as servicer (together with NationsBanc Mortgage Corporation, the
"Servicers"), and The Bank of New York, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Class Certificate
Balance at any time may be less than the Class Certificate Balance as set forth
herein. This Certificate does not evidence an obligation of, or an interest in,
and is not guaranteed by the Depositor, the Servicers or the Trustee referred to
below or any of their respective affiliates. Neither this Certificate nor the
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on March 25, 1999, and based on its issue
price of 84.61667%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance, is issued with original issue
discount ("OID") for federal income tax purposes. Assuming that this Certificate
pays in accordance with projected cash flows reflecting the prepayment
assumption of 275% SPA (as defined in the Prospectus Supplement dated March 18,
1999 with respect to the offering of the Class A Certificates and the Class B-1,
Class B-2 and Class B-3 Certificates) used to price this Certificate: (i) the
amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 15.38333333%; and (ii) the annual yield to maturity
of this Certificate, compounded monthly, is approximately 7.02%. There is no
short first accrual period.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
<PAGE>
EXHIBIT A-9
[FORM OF FACE OF CLASS A-9 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-2
Class A-9
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
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").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THE AMOUNT SET FORTH BELOW.
AFTER THE SENIOR CREDIT SUPPORT DEPLETION DATE, THE PRINCIPAL PORTION OF
REALIZED LOSSES, OTHER THAN EXCESS LOSSES, ALLOCATED TO THE CLASS A-14
CERTIFICATES WILL BE BORNE BY THE CLASS A-9 CERTIFICATES AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICERS, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT RESULT IN THE ASSETS OF
THE TRUST BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA, THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT
THE DEPOSITOR, THE SERVICERS OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
TRUSTEE. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR
PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND
VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
<PAGE>
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-2
Class A-9
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: March 1, 1999
First Distribution Date: April 26, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of all
Certificates of this Class: $325,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 BT 8
This certifies that _____________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the aggregate Initial Class Certificate
Balance of all Certificates of the Class to which this Certificate belongs) in
certain monthly distributions with respect to a Trust consisting primarily of
the Mortgage Loans deposited by Bank of America Mortgage Securities, Inc. (the
"Depositor"). The Trust was created pursuant to a Pooling and Servicing
Agreement, dated March 25, 1999 (the "Pooling and Servicing Agreement"), among
the Depositor, NationsBanc Mortgage Corporation, as servicer, Bank of America,
FSB, as servicer (together with NationsBanc Mortgage Corporation, the
"Servicers"), and The Bank of New York, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Class Certificate
Balance at any time may be less than the Class Certificate Balance as set forth
herein. This Certificate does not evidence an obligation of, or an interest in,
and is not guaranteed by the Depositor, the Servicers or the Trustee referred to
below or any of their respective affiliates. Neither this Certificate nor the
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
<PAGE>
EXHIBIT A-10
[FORM OF FACE OF CLASS A-10 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-2
Class A-10
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
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").
UNTIL THE APPLICABLE ACCRETION TERMINATION DATE, THE INTEREST THAT ACCRUES ON
THE CERTIFICATE BALANCE OF THIS CERTIFICATE WILL NOT BE PAYABLE. BECAUSE SUCH
UNPAID INTEREST IS ADDED TO THE CERTIFICATE BALANCE OF THIS CERTIFICATE AND
BECAUSE REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE
MONTHLY AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MORE OR LESS THAN
THE AMOUNT SET FORTH BELOW.
<PAGE>
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-2
Class A-10
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: March 1, 1999
First Distribution Date: April 26, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of all
Certificates of this Class: $11,199,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 BU 5
This certifies that ______________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the aggregate Initial Class Certificate
Balance of all Certificates of the Class to which this Certificate belongs) in
certain monthly distributions with respect to a Trust consisting primarily of
the Mortgage Loans deposited by Bank of America Mortgage Securities, Inc. (the
"Depositor"). The Trust was created pursuant to a Pooling and Servicing
Agreement, dated March 25, 1999 (the "Pooling and Servicing Agreement"), among
the Depositor, NationsBanc Mortgage Corporation, as servicer, Bank of America,
FSB, as servicer (together with NationsBanc Mortgage Corporation, the
"Servicers"), and The Bank of New York, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Class Certificate
Balance at any time may be less than the Class Certificate Balance as set forth
herein. This Certificate does not evidence an obligation of, or an interest in,
and is not guaranteed by the Depositor, the Servicers or the Trustee referred to
below or any of their respective affiliates. Neither this Certificate nor the
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on March 25, 1999, at an issue price of
92.68333%, including accrued interest, and a stated redemption price at maturity
equal to the sum of its initial principal balance and all interest distributions
hereon (whether current or accrued), and is issued with original issue discount
("OID") for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the prepayment assumption of
275% SPA (as defined in the Prospectus Supplement dated March 18, 1999 with
respect to the offering of the Class A Certificates and the Class B-1, Class B-2
and Class B-3 Certificates) used to price this Certificate: (i) the amount of
OID as a percentage of the initial principal balance of this Certificate is
approximately 127.21145513%; and (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 7.28%. There is no short first
accrual period.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
<PAGE>
EXHIBIT A-11
[FORM OF FACE OF CLASS A-11 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-2
Class A-11
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
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").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THE AMOUNT SET FORTH BELOW.
<PAGE>
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-2
Class A-11
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: March 1, 1999
First Distribution Date: April 26, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of all
Certificates of this Class: $50,559,000.00
Pass-Through Rate: 5.750%
CUSIP No.: 060506 BV 3
This certifies that ____________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the aggregate Initial Class Certificate Balance of all
Certificates of the Class to which this Certificate belongs) in certain monthly
distributions with respect to a Trust consisting primarily of the Mortgage Loans
deposited by Bank of America Mortgage Securities, Inc. (the "Depositor"). The
Trust was created pursuant to a Pooling and Servicing Agreement, dated March 25,
1999 (the "Pooling and Servicing Agreement"), among the Depositor, NationsBanc
Mortgage Corporation, as servicer, Bank of America, FSB, as servicer (together
with NationsBanc Mortgage Corporation, the "Servicers"), and The Bank of New
York, as trustee (the "Trustee"). To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Pooling and
Servicing Agreement. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Pooling and Servicing Agreement, to
which Pooling and Servicing Agreement the Holder of this Certificate by virtue
of the acceptance hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Class Certificate
Balance at any time may be less than the Class Certificate Balance as set forth
herein. This Certificate does not evidence an obligation of, or an interest in,
and is not guaranteed by the Depositor, the Servicers or the Trustee referred to
below or any of their respective affiliates. Neither this Certificate nor the
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
<PAGE>
EXHIBIT A-12
[FORM OF FACE OF CLASS A-12 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-2
Class A-12
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
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").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THE AMOUNT SET FORTH BELOW.
<PAGE>
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-2
Class A-12
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: March 1, 1999
First Distribution Date: April 26, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of all
Certificates of this Class: $48,883,000.00
Pass-Through Rate: 5.900%
CUSIP No.: 060506 BW 1
This certifies that _________________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the aggregate Initial Class Certificate
Balance of all Certificates of the Class to which this Certificate belongs) in
certain monthly distributions with respect to a Trust consisting primarily of
the Mortgage Loans deposited by Bank of America Mortgage Securities, Inc. (the
"Depositor"). The Trust was created pursuant to a Pooling and Servicing
Agreement, dated March 25, 1999 (the "Pooling and Servicing Agreement"), among
the Depositor, NationsBanc Mortgage Corporation, as servicer, Bank of America,
FSB, as servicer (together with NationsBanc Mortgage Corporation, the
"Servicers"), and The Bank of New York, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Class Certificate
Balance at any time may be less than the Class Certificate Balance as set forth
herein. This Certificate does not evidence an obligation of, or an interest in,
and is not guaranteed by the Depositor, the Servicers or the Trustee referred to
below or any of their respective affiliates. Neither this Certificate nor the
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
<PAGE>
EXHIBIT A-13
[FORM OF FACE OF CLASS A-13 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-2
Class A-13
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
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").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THE AMOUNT SET FORTH BELOW.
<PAGE>
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-2
Class A-13
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: March 1, 1999
First Distribution Date: April 26, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of all
Certificates of this Class: $76,367,000.00
Pass-Through Rate: 6.350%
CUSIP No.: 060506 BX 9
This certifies that _________________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the aggregate Initial Class Certificate
Balance of all Certificates of the Class to which this Certificate belongs) in
certain monthly distributions with respect to a Trust consisting primarily of
the Mortgage Loans deposited by Bank of America Mortgage Securities, Inc. (the
"Depositor"). The Trust was created pursuant to a Pooling and Servicing
Agreement, dated March 25, 1999 (the "Pooling and Servicing Agreement"), among
the Depositor, NationsBanc Mortgage Corporation, as servicer, Bank of America,
FSB, as servicer (together with NationsBanc Mortgage Corporation, the
"Servicers"), and The Bank of New York, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Class Certificate
Balance at any time may be less than the Class Certificate Balance as set forth
herein. This Certificate does not evidence an obligation of, or an interest in,
and is not guaranteed by the Depositor, the Servicers or the Trustee referred to
below or any of their respective affiliates. Neither this Certificate nor the
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
<PAGE>
EXHIBIT A-14
[FORM OF FACE OF CLASS A-14 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-2
Class A-14
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, EACH COMPONENT OF THIS CERTIFICATE
IS A "REGULAR 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").
UNTIL THE APPLICABLE ACCRETION TERMINATION DATE, THE INTEREST THAT ACCRUES ON A
PORTION OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE WILL NOT BE PAYABLE.
BECAUSE SUCH UNPAID INTEREST IS ADDED TO THE CERTIFICATE BALANCE OF THIS
CERTIFICATE AND BECAUSE REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERENCED HEREIN, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE MAY BE MORE OR LESS THAN THE AMOUNT SET FORTH BELOW.
<PAGE>
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-2
Class A-14
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: March 1, 1999
First Distribution Date: April 26, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of all
Certificates of this Class: $35,184,000.00
CUSIP No.: 060506 BY 7
This certifies that ________________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the aggregate Initial Class Certificate
Balance of all Certificates of the Class to which this Certificate belongs) in
certain monthly distributions with respect to a Trust consisting primarily of
the Mortgage Loans deposited by Bank of America Mortgage Securities, Inc. (the
"Depositor"). The Trust was created pursuant to a Pooling and Servicing
Agreement, dated March 25, 1999 (the "Pooling and Servicing Agreement"), among
the Depositor, NationsBanc Mortgage Corporation, as servicer, Bank of America,
FSB, as servicer (together with NationsBanc Mortgage Corporation, the
"Servicers"), and The Bank of New York, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
For the purposes of determining distributions of interest and in reduction
of Class Certificate Balance, the Class A-14 Certificates consist of five
components (each, a "Component" and individually, the "Class A-14 PAC IO A
Component," the "Class A-14 PAC IO B Component," the "Class A-14 PAC Component,"
the "Class A-14 TAC IO Component and the "Class A-14 TAC Component"). The amount
of interest which accrues on the Class A-14 Certificates in any month will equal
the sum of the interest which accrues on the Components. The component rate (the
"Component Rate") for each of the Components will be 6.500% per annum. Interest
with respect to each Component will accrue during each month in an amount equal
to the product of (i) 1/12th of the Component Rate for such Component and (ii)
the outstanding Component Balance in the case of the Class A-14 PAC Component
and the Class A-14 TAC Component or the outstanding notional amount in the case
of the Class A-14 PAC IO A Component, the Class A-14 PAC IO B Component and the
Class A-14 TAC IO Component. Prior to the applicable Accretion Termination Date,
the interest accrued on the Class A-14 TAC Component otherwise available for
distribution on this Certificate will be added to the Component Balance of such
Component on each Distribution Date. This Certificate does not evidence an
obligation of, or an interest in, and is not guaranteed by the Depositor, the
Servicers or the Trustee referred to below or any of their respective
affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or
insured by any governmental agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on March 25, 1999, at an issue price of
103.05121%, including accrued interest, and a stated redemption price at
maturity equal to the sum of its initial principal balance and all interest
distributions hereon (whether current or accrued), and is issued with original
issue discount ("OID") for federal income tax purposes. Assuming that this
Certificate pays in accordance with projected cash flows reflecting the
prepayment assumption of 275% SPA (as defined in the Prospectus Supplement dated
March 18, 1999 with respect to the offering of the Class A Certificates and the
Class B-1, Class B-2 and Class B-3 Certificates) used to price this Certificate:
(i) the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 90.88967616%; and (ii) the annual yield to maturity
of this Certificate, compounded monthly, is approximately 6.99%. There is no
short first accrual period.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
<PAGE>
EXHIBIT A-PO
[FORM OF FACE OF CLASS A-PO CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-2
Class A-PO
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
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").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THE AMOUNT SET FORTH BELOW.
<PAGE>
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-2
Class A-PO
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: March 1, 1999
First Distribution Date: April 26, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of all
Certificates of this Class: $748,966.00
CUSIP No.: 060506 BZ 4
This certifies that ______________________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the aggregate Initial Class Certificate
Balance of all Certificates of the Class to which this Certificate belongs) in
certain monthly distributions with respect to a Trust consisting primarily of
the Mortgage Loans deposited by Bank of America Mortgage Securities, Inc. (the
"Depositor"). The Trust was created pursuant to a Pooling and Servicing
Agreement, dated March 25, 1999 (the "Pooling and Servicing Agreement"), among
the Depositor, NationsBanc Mortgage Corporation, as servicer, Bank of America,
FSB, as servicer (together with NationsBanc Mortgage Corporation, the
"Servicers"), and The Bank of New York, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Class Certificate
Balance at any time may be less than the Class Certificate Balance as set forth
herein. This Certificate does not evidence an obligation of, or an interest in,
and is not guaranteed by the Depositor, the Servicers or the Trustee referred to
below or any of their respective affiliates. Neither this Certificate nor the
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
This Class A-PO Certificate represents the right to receive principal
only.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on March 25, 1999, at an issue price of
65.00000% and a stated redemption price at maturity equal to its initial
principal balance, and is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated March 18, 1999 with respect to the
offering of the Class A Certificates and the Class B-1, Class B-2 and Class B-3
Certificates) used to price this Certificate: (i) the amount of OID as a
percentage of the initial principal balance of this Certificate is approximately
35.00000000%; and (ii) the annual yield to maturity of this Certificate,
compounded monthly, is approximately 8.12%.
There is no short first accrual period.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
<PAGE>
EXHIBIT A-R
[FORM OF FACE OF CLASS A-R CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-2
Class A-R
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").
THIS CLASS A-R CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY
EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW WHICH IS SIMILAR
TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), OR A PERSON ACTING ON BEHALF OF
OR INVESTING ASSETS OF A PLAN.
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN TAX RELATED TRANSFER
RESTRICTIONS DESCRIBED HEREIN AND IN THE POOLING AND SERVICING AGREEMENT. ANY
ATTEMPTED OR PURPORTED TRANSFER OF THIS RESIDUAL CERTIFICATE IN VIOLATION OF
SUCH RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN
THE PURPORTED TRANSFEREE.
<PAGE>
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-2
Class A-R
evidencing a 100% Percentage Interest in the distributions allocable to the
Certificate of the above-referenced Class with respect to a Trust consisting
primarily of a pool of mortgage loans (the "Mortgage Loans") secured by first
liens on one- to four-family residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: March 1, 1999
First Distribution Date: April 26, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $100.00
Initial Class Certificate
Balances of all Certificates
of this Class: $100.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 CA 8
This certifies that _____________________ is the registered owner of 100%
Percentage Interest evidenced by this Certificate in certain monthly
distributions with respect to a Trust consisting of the Mortgage Loans deposited
by Bank of America Mortgage Securities, Inc. (the "Depositor"). The Trust was
created pursuant to a Pooling and Servicing Agreement, dated March 25, 1999 (the
"Pooling and Servicing Agreement"), among the Depositor, NationsBanc Mortgage
Corporation, as servicer, Bank of America, FSB, as servicer (together with
NationsBanc Mortgage Corporation, the "Servicers"), and The Bank of New York, as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Class Certificate
Balance at any time may be less than the Class Certificate Balance as set forth
herein. This Certificate does not evidence an obligation of, or an interest in,
and is not guaranteed by the Depositor, the Servicers or the Trustee referred to
below or any of their respective affiliates. Neither this Certificate nor the
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
Any distribution of the proceeds of any remaining assets of the Upper-Tier
Certificate Account will be made only upon presentment and surrender of this
Class A-R Certificate at the Corporate Trust Office.
Each Person who has or who acquires the Class A-R Certificate shall be
deemed by the acceptance or acquisition thereof to have agreed to be bound by
the following provisions and the rights of each Person acquiring the Class A-R
Certificate are expressly subject to the following provisions: (i) each Person
holding or acquiring the Class A-R Certificate shall be a Permitted Transferee
and shall promptly notify the Trustee of any change or impending change in its
status as a Permitted Transferee; (ii) no Person shall acquire an ownership
interest in a Class A-R Certificate unless such ownership interest is a pro rata
undivided interest; (iii) in connection with any proposed transfer of the Class
A-R Certificate, the Trustee shall require delivery to it, in form and substance
satisfactory to it, of an affidavit in the form of EXHIBIT I to the Pooling and
Servicing Agreement; (iv) notwithstanding the delivery of an affidavit by a
proposed transferee under clause (iii) above, if a Responsible Officer of the
Trustee has actual knowledge that the proposed transferee is not a Permitted
Transferee, no Transfer of any Ownership Interest in a Residual Certificate to
such proposed transferee shall be effected; (v) no Residual Certificate may be
purchased by or transferred to any Person that is not a U.S. Person, unless (A)
such Person holds such Residual Certificate in connection with the conduct of a
trade or business within the United States and furnishes the transferor and the
Trustee with an effective Internal Revenue Service Form 4224 or (B) the
transferee delivers to both the transferor and the Trustee an Opinion of Counsel
from a nationally-recognized tax counsel to the effect that such transfer is in
accordance with the requirements of the Code and the regulations promulgated
thereunder and that such transfer of such Residual Certificate will not be
disregarded for federal income tax purposes; (vi) any attempted or purported
transfer of the Class A-R Certificate in violation of the provisions of such
restrictions shall be absolutely null and void and shall vest no rights in the
purported transferee; and (vii) if any Person other than a Permitted Transferee
acquires the Class A-R Certificate in violation of such restrictions, then the
Trustee, based on information provided to the Trustee by the Servicers, will
provide to the Internal Revenue Service, and to the Persons specified in Section
860E(e)(3) and (6) of the Code, information needed to compute the tax imposed
under Section 860E(e) of the Code on transfers of residual interests to
disqualified organizations.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
<PAGE>
EXHIBIT A-LR
[FORM OF FACE OF CLASS A-LR CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-2
Class A-LR
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").
THIS CLASS A-LR CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY
EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW WHICH IS SIMILAR
TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), OR A PERSON ACTING ON BEHALF OF
OR INVESTING ASSETS OF A PLAN.
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN TAX RELATED TRANSFER
RESTRICTIONS DESCRIBED HEREIN AND IN THE POOLING AND SERVICING AGREEMENT. ANY
ATTEMPTED OR PURPORTED TRANSFER OF THIS RESIDUAL CERTIFICATE IN VIOLATION OF
SUCH RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN
THE PURPORTED TRANSFEREE.
<PAGE>
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-2
Class A-LR
evidencing a 100% Percentage Interest in the distributions allocable to the
Certificate of the above-referenced Class with respect to a Trust consisting
primarily of a pool of mortgage loans (the "Mortgage Loans") secured by first
liens on one- to four-family residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: March 1, 1999
First Distribution Date: April 26, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $100.00
Initial Class Certificate
Balances of all Certificates
of this Class: $100.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 CB 6
This certifies that _____________________ is the registered owner of 100%
Percentage Interest evidenced by this Certificate in certain monthly
distributions with respect to a Trust consisting of the Mortgage Loans deposited
by Bank of America Mortgage Securities, Inc. (the "Depositor"). The Trust was
created pursuant to a Pooling and Servicing Agreement, dated March 25, 1999 (the
"Pooling and Servicing Agreement"), among the Depositor, NationsBanc Mortgage
Corporation, as servicer, Bank of America, FSB, as servicer (together with
NationsBanc Mortgage Corporation, the "Servicers"), and The Bank of New York, as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Class Certificate
Balance at any time may be less than the Class Certificate Balance as set forth
herein. This Certificate does not evidence an obligation of, or an interest in,
and is not guaranteed by the Depositor, the Servicers or the Trustee referred to
below or any of their respective affiliates. Neither this Certificate nor the
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
Any distribution of the proceeds of any remaining Pool Distribution Amount
will be made only upon presentment and surrender of this Class A-LR Certificate
at the Corporate Trust Office.
Each Person who has or who acquires the Class A-LR Certificate shall be
deemed by the acceptance or acquisition thereof to have agreed to be bound by
the following provisions and the rights of each Person acquiring the Class A-LR
Certificate are expressly subject to the following provisions: (i) each Person
holding or acquiring the Class A-LR Certificate shall be a Permitted Transferee
and shall promptly notify the Trustee of any change or impending change in its
status as a Permitted Transferee; (ii) no Person shall acquire an ownership
interest in a Class A-LR Certificate unless such ownership interest is a pro
rata undivided interest; (iii) in connection with any proposed transfer of the
Class A-LR Certificate, the Trustee shall require delivery to it, in form and
substance satisfactory to it, of an affidavit in the form of EXHIBIT I to the
Pooling and Servicing Agreement; (iv) notwithstanding the delivery of an
affidavit by a proposed transferee under clause (iii) above, if a Responsible
Officer of the Trustee has actual knowledge that the proposed transferee is not
a Permitted Transferee, no Transfer of any Ownership Interest in a Residual
Certificate to such proposed transferee shall be effected; (v) no Residual
Certificate may be purchased by or transferred to any Person that is not a U.S.
Person, unless (A) such Person holds such Residual Certificate in connection
with the conduct of a trade or business within the United States and furnishes
the transferor and the Trustee with an effective Internal Revenue Service Form
4224 or (B) the transferee delivers to both the transferor and the Trustee an
Opinion of Counsel from a nationally-recognized tax counsel to the effect that
such transfer is in accordance with the requirements of the Code and the
regulations promulgated thereunder and that such transfer of such Residual
Certificate will not be disregarded for federal income tax purposes; (vi) any
attempted or purported transfer of the Class A-LR Certificate in violation of
the provisions of such restrictions shall be absolutely null and void and shall
vest no rights in the purported transferee; and (vii) if any Person other than a
Permitted Transferee acquires the Class A-LR Certificate in violation of such
restrictions, then the Trustee, based on information provided to the Trustee by
the Servicers, will provide to the Internal Revenue Service, and to the Persons
specified in Section 860E(e)(3) and (6) of the Code, information needed to
compute the tax imposed under Section 860E(e) of the Code on transfers of
residual interests to disqualified organizations.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
<PAGE>
EXHIBIT B-1
[FORM OF FACE OF CLASS B-1 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-2
Class B-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
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").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THE AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICERS, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT RESULT IN THE ASSETS OF
THE TRUST BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA, THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT
THE DEPOSITOR, THE SERVICERS OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
TRUSTEE. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR
PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND
VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
<PAGE>
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-2
Class B-1
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: March 1, 1999
First Distribution Date: April 26, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balances of all Certificates
of this Class: $10,758,098.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 CC 4
This certifies that _________________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the aggregate Initial Class Certificate
Balances of all Certificates of the Class to which this Certificate belongs) in
certain monthly distributions with respect to a Trust consisting primarily of
the Mortgage Loans deposited by Bank of America Mortgage Securities, Inc. (the
"Depositor"). The Trust was created pursuant to a Pooling and Servicing
Agreement, dated March 25, 1999 (the "Pooling and Servicing Agreement"), among
the Depositor, NationsBanc Mortgage Corporation, as servicer, Bank of America,
FSB, as servicer (together with NationsBanc Mortgage Corporation, the
"Servicers"), and The Bank of New York, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Class Certificate
Balance at any time may be less than the Class Certificate Balance as set forth
herein. This Certificate does not evidence an obligation of, or an interest in,
and is not guaranteed by the Depositor, the Servicers or the Trustee referred to
below or any of their respective affiliates. Neither this Certificate nor the
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
<PAGE>
EXHIBIT B-2
[FORM OF FACE OF CLASS B-2 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-2
Class B-2
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
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").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THE AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A AND CLASS
B-1 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICERS, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT RESULT IN THE ASSETS OF
THE TRUST BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA, THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT
THE DEPOSITOR, THE SERVICERS OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
TRUSTEE. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR
PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND
VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
<PAGE>
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-2
Class B-2
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: March 1, 1999
First Distribution Date: April 26, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balances of all Certificates
of this Class: $3,752,825.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 CD 2
This certifies that _________________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the aggregate Initial Class Certificate
Balances of all Certificates of the Class to which this Certificate belongs) in
certain monthly distributions with respect to a Trust consisting primarily of
the Mortgage Loans deposited by Bank of America Mortgage Securities, Inc. (the
"Depositor"). The Trust was created pursuant to a Pooling and Servicing
Agreement, dated March 25, 1999 (the "Pooling and Servicing Agreement"), among
the Depositor, NationsBanc Mortgage Corporation, as servicer, Bank of America,
FSB, as servicer (together with NationsBanc Mortgage Corporation, the
"Servicers"), and The Bank of New York, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Class Certificate
Balance at any time may be less than the Class Certificate Balance as set forth
herein. This Certificate does not evidence an obligation of, or an interest in,
and is not guaranteed by the Depositor, the Servicers or the Trustee referred to
below or any of their respective affiliates. Neither this Certificate nor the
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on March 25, 1999, and based on its issue
price of 97.05833%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance, is issued with original issue
discount ("OID") for federal income tax purposes. Assuming that this Certificate
pays in accordance with projected cash flows reflecting the prepayment
assumption of 275% SPA (as defined in the Prospectus Supplement dated March 18,
1999 with respect to the offering of the Class A Certificates and the Class B-1,
Class B-2 and Class B-3 Certificates) used to price this Certificate: (i) the
amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 2.94166667%; and (ii) the annual yield to maturity
of this Certificate, compounded monthly, is approximately 6.91%. There is no
short first accrual period.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
<PAGE>
EXHIBIT B-3
[FORM OF FACE OF CLASS B-3 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-2
Class B-3
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
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").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THE AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS B-1
AND CLASS B-2 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICERS, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT RESULT IN THE ASSETS OF
THE TRUST BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA, THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT
THE DEPOSITOR, THE SERVICERS OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
TRUSTEE. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR
PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND
VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
<PAGE>
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-2
Class B-3
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: March 1, 1999
First Distribution Date: April 26, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balances of all Certificates
of this Class: $1,751,319.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 CE 0
This certifies that _________________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the aggregate Initial Class Certificate
Balances of all Certificates of the Class to which this Certificate belongs) in
certain monthly distributions with respect to a Trust consisting primarily of
the Mortgage Loans deposited by Bank of America Mortgage Securities, Inc. (the
"Depositor"). The Trust was created pursuant to a Pooling and Servicing
Agreement, dated March 25, 1999 (the "Pooling and Servicing Agreement"), among
the Depositor, NationsBanc Mortgage Corporation, as servicer, Bank of America,
FSB, as servicer (together with NationsBanc Mortgage Corporation, the
"Servicers"), and The Bank of New York, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Class Certificate
Balance at any time may be less than the Class Certificate Balance as set forth
herein. This Certificate does not evidence an obligation of, or an interest in,
and is not guaranteed by the Depositor, the Servicers or the Trustee referred to
below or any of their respective affiliates. Neither this Certificate nor the
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on March 25, 1999, and based on its issue
price of 88.02708%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance, is issued with original issue
discount ("OID") for federal income tax purposes. Assuming that this Certificate
pays in accordance with projected cash flows reflecting the prepayment
assumption of 275% SPA (as defined in the Prospectus Supplement dated March 18,
1999 with respect to the offering of the Class A Certificates and the Class B-1,
Class B-2 and Class B-3 Certificates) used to price this Certificate: (i) the
amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 11.97291667%; and (ii) the annual yield to maturity
of this Certificate, compounded monthly, is approximately 8.27%. There is no
short first accrual period.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
<PAGE>
EXHIBIT B-4
[FORM OF FACE OF CLASS B-4 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-2
Class B-4
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
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").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THE AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS B-1,
CLASS B-2 AND CLASS B-3 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICERS, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT RESULT IN THE ASSETS OF
THE TRUST BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA, THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT
THE DEPOSITOR, THE SERVICERS OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
TRUSTEE. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR
PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND
VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
<PAGE>
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-2
Class B-4
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: March 1, 1999
First Distribution Date: April 26, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balances of all Certificates
of this Class: $1,751,319.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 CF 7
This certifies that _________________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the aggregate Initial Class Certificate
Balances of all Certificates of the Class to which this Certificate belongs) in
certain monthly distributions with respect to a Trust consisting primarily of
the Mortgage Loans deposited by Bank of America Mortgage Securities, Inc. (the
"Depositor"). The Trust was created pursuant to a Pooling and Servicing
Agreement, dated March 25, 1999 (the "Pooling and Servicing Agreement"), among
the Depositor, NationsBanc Mortgage Corporation, as servicer, Bank of America,
FSB, as servicer (together with NationsBanc Mortgage Corporation, the
"Servicers"), and The Bank of New York, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound. Principal in respect of this Certificate is distributable monthly as
set forth in the Pooling and Servicing Agreement. Accordingly, the Class
Certificate Balance at any time may be less than the Class Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicers or the
Trustee referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
No transfer of a Certificate of this Class shall be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended (the "1933 Act"), and any applicable state securities laws or
is made in accordance with the 1933 Act and such laws. In the event of any such
transfer, (i) unless the transfer is made in reliance on Rule 144A under the
1933 Act, the Trustee or the Depositor may require a written Opinion of Counsel
(which may be in-house counsel) acceptable to and in form and substance
reasonably satisfactory to the Trustee and the Depositor that such transfer may
be made pursuant to an exemption, describing the applicable exemption and the
basis therefor, from the 1933 Act and such laws or is being made pursuant to the
1933 Act and such laws, which Opinion of Counsel shall not be an expense of the
Trustee or the Depositor and (ii) the Trustee shall require a certificate from
the Certificateholder desiring to effect such transfer substantially in the form
attached to the Pooling and Servicing Agreement as EXHIBIT G-1 and a certificate
from such Certificateholder's prospective transferee substantially in the form
attached to the Pooling and Servicing Agreement either as EXHIBIT G-2A or as
EXHIBIT G-2B, which certificates shall not be an expense of the Trustee or the
Depositor; provided that the foregoing requirements under clauses (i) and (ii)
shall not apply to a transfer of a Private Certificate between or among the
Depositor, the Seller, their affiliates or both. The Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on March 25, 1999, and based on its issue
price of 72.08958%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance, is issued with original issue
discount ("OID") for federal income tax purposes. Assuming that this Certificate
pays in accordance with projected cash flows reflecting the prepayment
assumption of 275% SPA (as defined in the Prospectus Supplement dated March 18,
1999 with respect to the offering of the Class A Certificates and the Class B-1,
Class B-2 and Class B-3 Certificates) used to price this Certificate: (i) the
amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 27.91041667%; and (ii) the annual yield to maturity
of this Certificate, compounded monthly, is approximately 11.24%. There is no
short first accrual period.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
<PAGE>
EXHIBIT B-5
[FORM OF FACE OF CLASS B-5 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-2
Class B-5
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
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").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THE AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS B-1,
CLASS B-2, CLASS B-3 AND CLASS B-4 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICERS, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT RESULT IN THE ASSETS OF
THE TRUST BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA, THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT
THE DEPOSITOR, THE SERVICERS OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
TRUSTEE. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR
PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND
VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
<PAGE>
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-2
Class B-5
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: March 1, 1999
First Distribution Date: April 26, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balances of all Certificates
of this Class: $1,000,754.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 CG 5
This certifies that _________________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the aggregate Initial Class Certificate
Balances of all Certificates of the Class to which this Certificate belongs) in
certain monthly distributions with respect to a Trust consisting primarily of
the Mortgage Loans deposited by Bank of America Mortgage Securities, Inc. (the
"Depositor"). The Trust was created pursuant to a Pooling and Servicing
Agreement, dated March 25, 1999 (the "Pooling and Servicing Agreement"), among
the Depositor, NationsBanc Mortgage Corporation, as servicer, Bank of America,
FSB, as servicer (together with NationsBanc Mortgage Corporation, the
"Servicers"), and The Bank of New York, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Class Certificate
Balance at any time may be less than the Class Certificate Balance as set forth
herein. This Certificate does not evidence an obligation of, or an interest in,
and is not guaranteed by the Depositor, the Servicers or the Trustee referred to
below or any of their respective affiliates. Neither this Certificate nor the
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
No transfer of a Certificate of this Class shall be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended (the "1933 Act"), and any applicable state securities laws or
is made in accordance with the 1933 Act and such laws. In the event of any such
transfer, (i) unless the transfer is made in reliance on Rule 144A under the
1933 Act, the Trustee or the Depositor may require a written Opinion of Counsel
(which may be in-house counsel) acceptable to and in form and substance
reasonably satisfactory to the Trustee and the Depositor that such transfer may
be made pursuant to an exemption, describing the applicable exemption and the
basis therefor, from the 1933 Act and such laws or is being made pursuant to the
1933 Act and such laws, which Opinion of Counsel shall not be an expense of the
Trustee or the Depositor and (ii) the Trustee shall require a certificate from
the Certificateholder desiring to effect such transfer substantially in the form
attached to the Pooling and Servicing Agreement as EXHIBIT G-1 and a certificate
from such Certificateholder's prospective transferee substantially in the form
attached to the Pooling and Servicing Agreement either as EXHIBIT G-2A or as
EXHIBIT G-2B, which certificates shall not be an expense of the Trustee or the
Depositor; provided that the foregoing requirements under clauses (i) and (ii)
shall not apply to a transfer of a Private Certificate between or among the
Depositor, the Seller, their affiliates or both. The Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on March 25, 1999, and based on its issue
price of 58.05833%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance, is issued with original issue
discount ("OID") for federal income tax purposes. Assuming that this Certificate
pays in accordance with projected cash flows reflecting the prepayment
assumption of 275% SPA (as defined in the Prospectus Supplement dated March 18,
1999 with respect to the offering of the Class A Certificates and the Class B-1,
Class B-2 and Class B-3 Certificates) used to price this Certificate: (i) the
amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 41.94166667%; and (ii) the annual yield to maturity
of this Certificate, compounded monthly, is approximately 14.80%. There is no
short first accrual period.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
<PAGE>
EXHIBIT B-6
[FORM OF FACE OF CLASS B-6 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-2
Class B-6
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
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").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THE AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS B-1,
CLASS B-2, CLASS B-3, CLASS B-4 AND CLASS B-5 CERTIFICATES AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICERS, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT RESULT IN THE ASSETS OF
THE TRUST BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA, THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT
THE DEPOSITOR, THE SERVICERS OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
TRUSTEE. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR
PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND
VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
<PAGE>
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-2
Class B-6
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: March 1, 1999
First Distribution Date: April 26, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balances of all Certificates
of this Class: $1,001,140.77
Pass-Through Rate: 6.500%
CUSIP No.: 060506 CH 3
This certifies that _________________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the aggregate Initial Class Certificate
Balances of all Certificates of the Class to which this Certificate belongs) in
certain monthly distributions with respect to a Trust consisting primarily of
the Mortgage Loans deposited by Bank of America Mortgage Securities, Inc. (the
"Depositor"). The Trust was created pursuant to a Pooling and Servicing
Agreement, dated March 25, 1999 (the "Pooling and Servicing Agreement"), among
the Depositor, NationsBanc Mortgage Corporation, as servicer, Bank of America,
FSB, as servicer (together with NationsBanc Mortgage Corporation, the
"Servicers"), and The Bank of New York, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Class Certificate
Balance at any time may be less than the Class Certificate Balance as set forth
herein. This Certificate does not evidence an obligation of, or an interest in,
and is not guaranteed by the Depositor, the Servicers or the Trustee referred to
below or any of their respective affiliates. Neither this Certificate nor the
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
No transfer of a Certificate of this Class shall be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended (the "1933 Act"), and any applicable state securities laws or
is made in accordance with the 1933 Act and such laws. In the event of any such
transfer, (i) unless the transfer is made in reliance on Rule 144A under the
1933 Act, the Trustee or the Depositor may require a written Opinion of Counsel
(which may be in-house counsel) acceptable to and in form and substance
reasonably satisfactory to the Trustee and the Depositor that such transfer may
be made pursuant to an exemption, describing the applicable exemption and the
basis therefor, from the 1933 Act and such laws or is being made pursuant to the
1933 Act and such laws, which Opinion of Counsel shall not be an expense of the
Trustee or the Depositor and (ii) the Trustee shall require a certificate from
the Certificateholder desiring to effect such transfer substantially in the form
attached to the Pooling and Servicing Agreement as EXHIBIT G-1 and a certificate
from such Certificateholder's prospective transferee substantially in the form
attached to the Pooling and Servicing Agreement either as EXHIBIT G-2A or as
EXHIBIT G-2B, which certificates shall not be an expense of the Trustee or the
Depositor; provided that the foregoing requirements under clauses (i) and (ii)
shall not apply to a transfer of a Private Certificate between or among the
Depositor, the Seller, their affiliates or both. The Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on March 25, 1999, and based on its issue
price of 23.93333%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance, is issued with original issue
discount ("OID") for federal income tax purposes. Assuming that this Certificate
pays in accordance with projected cash flows reflecting the prepayment
assumption of 275% SPA (as defined in the Prospectus Supplement dated March 18,
1999 with respect to the offering of the Class A Certificates and the Class B-1,
Class B-2 and Class B-3 Certificates) used to price this Certificate: (i) the
amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 76.06666667%; and (ii) the annual yield to maturity
of this Certificate, compounded monthly, is approximately 35.01%. There is no
short first accrual period.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
<PAGE>
EXHIBIT C
[FORM OF REVERSE OF ALL CERTIFICATES]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates
This Certificate is one of a duly authorized issue of Certificates
designated as Bank of America Mortgage Securities, Inc. Mortgage Pass-Through
Certificates, of the Series specified on the face hereof (collectively, the
"Certificates"), and representing a beneficial ownership interest in the Trust
created by the Pooling and Servicing Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that
it will look solely to the funds on deposit in the Certificate Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Pooling and Servicing
Agreement or, except as expressly provided in the Pooling and Servicing
Agreement, subject to any liability under the Pooling and Servicing Agreement.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to the Pooling and Servicing Agreement for the
interests, rights and limitations of rights, benefits, obligations and duties
evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Pooling and Servicing Agreement, a
distribution will be made on the 25th day of each calendar month (or, if such
day is not a Business Day, the next Business Day) (each, a "Distribution Date"),
commencing on the first Distribution Date specified on the face hereof, to the
Person in whose name this Certificate is registered at the close of business on
the applicable Record Date in an amount required pursuant to the Pooling and
Servicing Agreement. The Record Date applicable to each Distribution Date is the
last Business Day of the month next preceding the month of such Distribution
Date.
On each Distribution Date, the Trustee shall distribute out of the
Certificate Account to each Certificateholder of record on the related Record
Date (other than respecting the final distribution) (a) by check mailed to such
Certificateholder entitled to receive a distribution on such Distribution Date
at the address appearing in the Certificate Register, or (b) upon written
request by the Holder of a Regular Certificate (in the event such
Certificateholder owns of record 100% of a Class of Certificates or holds
Certificates of any Class having denominations aggregating $1,000,000 or more),
by wire transfer or by such other means of payment as such Certificateholder and
the Trustee shall agree upon, such Certificateholder's Percentage Interest in,
the amount to which the related Class of Certificates is entitled in accordance
with the priorities set forth in Section 5.02 of the Pooling and Servicing
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentation and surrender of such Certificate to the
Trustee as contemplated by Section 10.01 of the Pooling and Servicing Agreement.
The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Trustee and the rights of the Certificateholders under the
Pooling and Servicing Agreement at any time by the Depositor, the Servicers and
the Trustee with the consent of the Holders of Certificates affected by such
amendment evidencing the requisite Percentage Interest, as provided in the
Pooling and Servicing Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Pooling and Servicing Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register of the Trustee upon surrender of this Certificate
for registration of transfer at the Corporate Trust Office accompanied by a
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations and evidencing the same aggregate
Percentage Interest in the Trust will be issued to the designated transferee or
transferees.
The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Pooling and Servicing Agreement. As
provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations and evidencing the
same aggregate Percentage 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 Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Depositor, the Servicers, the Certificate Registrar and the Trustee
and any agent of the Depositor, the Servicers, the Certificate Registrar or the
Trustee may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and none of the Depositor, the Servicers, the
Certificate Registrar, the Trustee or any such agent shall be affected by any
notice to the contrary.
On any Distribution Date on which the Pool Stated Principal Balance is
less than 10% of the Cut-Off Date Pool Principal Balance, the Depositor will
have the option to repurchase, in whole, from the Trust all remaining Mortgage
Loans and all property acquired in respect of the Mortgage Loans at a purchase
price determined as provided in the Pooling and Servicing Agreement. In the
event that no such optional termination occurs, the obligations and
responsibilities created by the Pooling and Servicing Agreement will terminate
upon the later of the maturity or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan remaining in the Trust or the disposition of
all property in respect thereof and the distribution to Certificateholders of
all amounts required to be distributed pursuant to the Pooling and Servicing
Agreement. In no event shall the Trust created by the Pooling and Servicing
Agreement continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late ambassador of the
United States to the Court of St.
James, living on the date thereof.
Any term used herein that is defined in the Pooling and Servicing
Agreement shall have the meaning assigned in the Pooling and Servicing
Agreement, and nothing herein shall be deemed inconsistent with that meaning.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: ________ ___, ___
THE BANK OF NEW YORK,
as Trustee
By
----------------------------------------
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class [__] Certificates referred to in the Pooling and
Servicing Agreement referenced herein.
THE BANK OF NEW YORK,
as Trustee
By
----------------------------------------
Authorized Signatory
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)
the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.
I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
Dated:
________________________________________
Signature by or on behalf of assignor
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________ for the
account of ___________________, account number _________________________, or, if
mailed by check, to Applicable statements should be mailed to
_______________________
This information is provided by , the assignee named above, or , as its
agent.
<PAGE>
EXHIBIT D-1
BA MORTGAGE LOAN SCHEDULE
<TABLE>
<CAPTION>
Loan# Name Address City ST ZIP Occ Prop Term LTV
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
20031936 CORDOVA, WAYNE 3502 BALMORAL CT FREEHOLD NJ 7728 Primary Condo 276 89.1
20033221 MINALL, STEVEN 171 -08 COURTNEY AVE FLUSHING NY 11358 Primary SFR 276 77.2
20430625 FRATTO, LAWRENCE 1571 PRISCILLA CT TOMS RIVER NJ 8753 Primary SFR 317 74.5
21417806 MAKOWSKI, CARL 1037 WASHINGTON AVENUE WRIGHTSTOWN PA 19067 Primary SFR 333 94.9
21567085 BAER, KAREN 12 TIBERON DRIVE HOLMDEL NJ 7733 Primary SFR 333 52.0
21603499 DICKINSON, ROBERT 1600 PROVIDENCE ROAD CHARLOTTE NC 28207 Primary SFR 331 80.0
21609411 MCBRIDE, WILLIAM 41 MONROE AVENUE PITTSFORD NY 14534 Primary SFR 332 76.7
5000015015 GOODMAN, MICHAEL 25 TAMMER LANE LOT 22A HOPKINTON MA 1748 Primary SFR 360 75.0
5000025543 KELLY, TORCHIA 4305 WARTHEN DR HARWOOD MD 20776 Primary SFR 360 74.2
5000026061 BURTSCHI, MARK 11416 NIGHT STAR WAY RESTON VA 20194 Primary PUD 360 77.6
5000041128 HEINTZ, THOMAS 2168 MIDDLTWN LINCROFT RD MIDDLETOWN NJ 7748 Primary SFR 360 65.7
5000263037 BAILON, MAURO 41 NUEVA AVE REDWOOD CIT CA 94061 Primary SFR 360 90.0
5000288174 BRELSFORD, TIMOTHY 277 CASTLES GATE DRIVE MOORESVILLE NC 28117 Primary PUD 360 80.0
5000348432 EMIRZIAN, GARO 2714 PINELAWN DR LA CRESCENT CA 91214 Primary SFR 360 66.4
5000400068 RENAGHAN, DANIEL 136 GORDON RD WALNUT CREE CA 94598 Primary SFR 360 80.0
5000400654 BOWMAN, DANIEL 60 WILLIAMS LANE SAN CARLOS CA 94070 Primary SFR 360 80.0
5000403294 ROGERS, SCOTT 5828 COLTON BLVD OAKLAND CA 94611 Primary SFR 360 80.0
5000409184 DOUTHIT JR., DAVID 1240 CHERRY AVE SAN JOSE CA 95125 Primary SFR 360 68.2
5000418607 FETMAN, GARRY 29424 WEEPING WILLOW DR AGOURA HILL CA 91301 Primary PUD 360 40.2
5000418912 CONTI, EDGAR 1806 PORT TAGGART PL NEWPORT BEA CA 92660 Primary PUD 360 69.2
5000448083 HOLMES, CHAD 5325 W PRINCETON DR DENVER CO 80235 Primary SFR 360 90.0
5000449743 AUGUSTERFER, EUGENE 8104 RIDINGS CT MCLEAN VA 22102 Primary SFR 360 53.1
5000452150 ULM, MICHAEL 235 LOCUST LANE DENVER CO 80220 Primary SFR 360 75.0
5000452341 SCALI, TERRENCE 5705 TOWNSEND WINONA RD FLAGSTAFF AZ 86004 Secondary SFR 360 80.0
5000465053 LYONS, DONALD 26280 NW WILLIAMS CANYON GASTON OR 97119 Primary SFR 360 66.7
5000465111 WIRGES, CHRISTOPHE 3567 E BURNSIDE ST PORTLAND OR 97214 Primary SFR 360 69.9
5000465780 HEYWOOD, ALFRED 760 N MILL RD HEBER CITY UT 84032 Primary SFR 360 74.9
5000480235 LYNNE, TERRY 13215 GEORGE STREET FARMERS BRA TX 75234 Primary SFR 360 68.4
62738763 SCHREINER, DONALD 1229 ROUND SWAMP ROAD OLD BETHPAG NY 11804 Primary SFR 360 85.5
62933981 HOLLIS, RICHARD 9392 THORNHILL DR CLARKSTON MI 48348 Primary SFR 341 80.0
63374331 HARMON, GARY 10658 CHILLINGHAM DR LAS VEGAS NV 89123 Primary PUD 360 69.4
63604981 DESAI, SAMIR 78 ROCKY HILL RD SOUTH BRUNS NJ 8852 Primary PUD 360 69.2
63605490 DIAMOND, GREGORY 1 RED BUD LANE GREEN BROOK NJ 8812 Primary SFR 360 80.0
63609959 NAIR, KRISHNA 12 TEN BROEK CT BRIDGEWATER NJ 8807 Primary SFR 360 85.0
63611252 YACHNIK, MICHAEL 1609 REVERE LANE WALL TOWNSH NJ 7719 Primary SFR 360 75.5
64260488 FONDACARO, JACK 60 SAVO LOOP STATEN ISLA NY 10309 Primary PUD 360 80.0
64262243 STEVENS, JERRY 334 SHORE ROAD STATEN ISLA NY 10307 Primary SFR 360 65.3
64598209 CANNON, JR., THOMAS 1031 GLENDEVON DR TOWNSHIP OF PA 19002 Primary PUD 360 88.8
64643221 BO-LINN, DR GEORGE 22 WINDWARD ROAD BELVEDERE CA 94920 Primary SFR 360 50.0
64805255 MILLER, JEFFREY 17134 JEFFERSON AVE LAKEVILLE MN 55044 Primary SFR 360 75.0
64874206 HALL, CARL 4466 KETTERING LONG GROVE IL 60047 Primary SFR 360 41.0
64916731 SMITH, SCOTT 3411 CHEECHAKO DR RENO NV 89509 Primary PUD 360 61.7
64918297 LOESER, GARY 23 DUNE ROAD OCEAN NJ 7712 Primary SFR 360 74.0
64920437 KENEPP, GREG 9 CUSHING ROAD BRIDGEWATER NJ 8807 Primary SFR 360 46.2
64921506 TAN, KERSHU 9 TROMBLEY DR LIVINGSTON NJ 7039 Primary SFR 360 77.4
64922898 ANTONELLI, JOHN 24 VAIL TERRACE BRANCHBURG NJ 8876 Primary SFR 360 73.8
64932117 BOND, JAYNE 7955 SW 191ST AVE BEAVERTON OR 97007 Primary SFR 360 67.6
64967417 SCHEIPE, RICHARD 25 RED HILL COURT MT. LAUREL NJ 8054 Primary PUD 360 80.0
64989364 CARPENTER, DEAN 37 RIDGEFIELD DR SHOREHAM NY 11786 Primary SFR 360 79.4
64990290 WU, TZE-CHIEH 167 TOWN SQUARE DR MT VIEW CA 94043 Primary PUD 360 79.9
64991784 HOLMES, JESS 1764 WARRINGTON DR HENDERSON NV 89012 Primary PUD 360 80.0
65015797 KELLEY, ALAN 15305 182ND PL NE WOODINVILLE WA 98072 Primary SFR 360 73.8
65023064 LABITA, JOSEPH 8 POILLON AVE STATEN ISLA NY 10312 Primary SFR 360 73.0
65025717 HANKASH, MARLENE 1244 78TH ST BROOKLYN NY 11228 Primary SFR 360 89.3
65026039 DESENA, JOSEPH 175 CLARKE AVE STATEN ISLA NY 10306 Primary SFR 360 79.2
65277511 MALAKI, ALEN 1430 REDWOOD DR LOS ALTOS CA 94024 Primary SFR 360 57.6
65300611 NIETO, STEVE 592 QUAIL RUN CIRCLE TRACY CA 95376 Primary SFR 360 76.8
65300874 HARLAND, MICHAEL 26259 HILLTOP PL CARMEL CA 93923 Secondary SFR 360 49.2
65308221 BULIK, ROBERT 423 42ND AVENUE S MOORHEAD MN 56560 Primary SFR 360 80.0
65417780 TANIGUCHI, GERALD 7191 HAWAII KAI DR HONOLULU HI 96825 Primary PUD 360 70.6
65422864 HOLT, JOHN 14 CORTLAND DR HUDSON MA 1749 Primary SFR 360 70.1
65438451 KEYASHIAN, MAX 1457 MIRAMONTE AVE LOS ALTOS CA 94024 Primary SFR 360 80.0
65443438 GARCIA, DAVID 668 GUADALUPE AVE MILLBRAE CA 94030 Primary SFR 360 57.8
65446615 TORRES, DAVID 991 LA MESA DR MENLO PARK CA 94028 Primary SFR 360 57.1
65451368 BEN-EZRA, JEFFREY 3 SARAH CT MARLBORO NJ 7746 Primary SFR 360 90.0
65454294 PARACHA, AZHAR 870 MEADOW PASS ROAD WALNUT CA 91789 Primary SFR 360 52.2
65464907 DARE, JR., JAMES 3514 NORWAY PL NORFOLK VA 23509 Primary PUD 360 72.7
65481003 BERRY, DAVID 27871 PLANTATION CT TEHACHAPI CA 93561 Secondary PUD 360 90.0
65498267 VILORIA, BOBBY 85 HAMPSHIRE AVE DALY CITY CA 94015 Primary SFR 360 73.0
65511859 CARLE, RONALD 902 W RIVER LANE SANTA ANA CA 92706 Primary SFR 360 75.0
65585046 CHILVERS, CHARLES 59 GROVESIDE DR ALISO VIEJO CA 92656 Primary PUD 360 80.0
65600401 DROHAN, DAVID 6 KING PHILIP PATH HINGHAM MA 2043 Primary SFR 360 76.2
65616081 GOODSTADT, LEONARD 8560 E HUNTSWOOD WAY TUCSON AZ 85750 Primary PUD 360 24.2
65655451 WELTS, KEITH 100 W HIGHLAND DR 400 SEATTLE WA 98119 Primary Condo 360 80.0
65704215 RANK, KURTIS 4970 DRUMMOND CIRCLE UPPER SAUCO PA 18034 Primary SFR 360 84.8
65720849 WEFEL, GARY 10040 E HAPPY VALLEY ROAD SCOTTSDALE AZ 85255 Secondary PUD 360 66.6
65735081 CHEN, CHIEN-CHEN 9309 ROBNEL PL VIENNA VA 22182 Primary PUD 360 67.6
65744110 ALLRED, KELLY 1430 SANTIAGO NEWPORT BEA CA 92660 Primary SFR 360 65.1
65747640 MARQUEZ, PAUL 3404 FRYMAN ROAD STUDIO CITY CA 91604 Primary SFR 360 67.8
65747747 SNEDEKER, DAVID 10802 E 20TH ST EDGEWOOD WA 98372 Primary SFR 300 68.5
65751736 SORENSEN, P. 560 MOUNTAIN AVE PIEDMONT CA 94611 Primary SFR 360 37.2
65752562 DREVNO, MICHAEL 12970 CLAYMONT CT SAN DIEGO CA 92130 Primary PUD 360 90.0
65754794 NGUYEN, THIEM 21465 HOLLY OAK DR CUPERTINO CA 95014 Primary SFR 360 68.9
65759788 FOTI, ANTONIO 6 VIEW TERRACE MILLBRAE CA 94030 Primary SFR 360 73.8
65773179 ANSLOW, BRYAN 1810 NANCY CIRCLE THOUSAND OA CA 91362 Primary SFR 360 77.2
65794672 SANTORELLI, ANTHONY 68 PARK AVE HARRISON NY 10528 Primary SFR 360 80.0
65794826 WALKER, MICHAEL 73 CRAWFORD RD MIDDLETOWN NJ 7748 Primary SFR 360 77.1
65804104 PALANCA, ALBERTO 12809 CANTRECE ST CERRITOS CA 90703 Primary SFR 360 75.0
65805020 SAADATNEJADI, HAMIDREZA 2734 CALLE AVENTURA RANCHO PALO CA 90275 Primary SFR 360 62.7
65805551 PUCHE, SERGIO 716 SILVER VALLEY TRAIL WALNUT CA 91789 Primary SFR 360 79.4
65805623 YAHNER, JACK 3843 BLUFF ST TORRANCE CA 90505 Primary SFR 360 76.9
65809254 MEDVED, OLEG 22228 BELLEAU CT CALABASAS CA 91302 Primary PUD 360 64.9
65809394 POWLEY, CURT 17788 MONTEZUMA CIRCLE FOUNTAIN VA CA 92708 Primary SFR 360 80.0
65809432 LOUIS, EUGENE 15 WHITESANDS DR NEWPORT COA CA 92657 Primary PUD 360 59.5
65809963 COLLINS, HUGH 31674 SEACOVE DR LAGUNA BEAC CA 92651 Primary SFR 360 64.8
65823109 MERAGEAS, DIMITRIOS 1179 FAIRVIEW LANE LONG GROVE IL 60047 Primary SFR 240 62.4
65824504 BLOUIN, DANIEL 3725 ARMOUR CT WOODRIDGE IL 60517 Primary SFR 360 80.0
65826221 DIX, JOHN 843 LINCOLN HINSDALE IL 60521 Primary SFR 360 35.2
65827503 SENNETT, DAVID 2875 PARKWOOD LANE AURORA IL 60504 Primary SFR 360 73.3
65842707 GOOD, BRETT 768 LAKEMONT PL #6 SAN RAMON CA 94583 Primary Condo 360 80.0
65856058 REYES, ARTEMIO 5117 DISCOVERY AVE SAN JOSE CA 95111 Primary SFR 360 95.0
65862783 HAZEN, EUGENE 5840 LA MORADA CT SAN DIEGO CA 92124 Primary SFR 360 80.0
65868102 LAWRENCE, DONALD 15 ALBION ST NEWTON MA 2459 Primary SFR 360 84.4
65868757 JOHNSON, MATTHEW 21 WINTHROP ST CONCORD MA 1742 Primary SFR 360 80.0
65904753 RABINOVICH, IGOR 1092 TEMPERANCE LANE TWP OF NORT PA 18974 Primary SFR 360 80.0
65906705 VALDEZ, JESUS 435 IRON HILL ST PLEASANT HI CA 94523 Primary SFR 360 79.8
65915372 REESE, GAIL 4151 GRAACH CT SAN JOSE CA 95135 Primary SFR 360 50.5
65917111 HENDERSON, MICHAEL 1912 BELLE AVE SAN CARLOS CA 94070 Primary SFR 360 79.8
65918215 PETERSON, MICHAEL 1949 BRITTAN AVE SAN CARLOS CA 94070 Primary SFR 300 75.0
65935071 ATHWAL, DAVINDER 2202 SHADOWRIDGE WAY SAN JOSE CA 95138 Primary SFR 360 62.7
65939883 NAHAPETIAN, ARMEN 3304 DEER CREEK LANE GLENDALE CA 91208 Primary SFR 360 65.7
65940130 BRAWER, STANLEY 1750 W 27TH ST LOS ANGELES CA 90732 Primary SFR 360 95.0
65940270 ROSSIGNOL, RICHARD 3462 ROBIN HILL ST THOUSAND OA CA 91360 Primary SFR 360 79.8
65940393 BOUCHER, RICHARD 1757 10TH ST MANHATTAN B CA 90266 Primary SFR 360 68.9
65948246 GUILFOYLE, ROBERT 739 JUANITA AVE SANTA BARBA CA 93109 Primary SFR 360 75.0
65949072 SU, ZHONGBIN 34 WHISPERING PINE IRVINE CA 92620 Primary PUD 360 54.0
65952006 CHAO, KEVIN 25821 CEDARBLUFF TERRACE LAGUNA HILL CA 92653 Primary PUD 360 66.6
65952146 YETO, PATRICK 2410 NORMANDY CIRCLE LIVERMOORE CA 94550 Primary SFR 360 67.5
65952359 KIRKPATRICK, WILLIAM 2 HILLSIDE LANE IRVINE CA 92620 Primary PUD 360 64.5
65955650 MONTES, SNTONIO 231 DENNIS DR DALY CITY CA 94015 Primary SFR 360 68.7
65962559 MAHL, STEVEN 962 DELBERT WAY SAN JOSE CA 95126 Primary SFR 360 71.9
65964471 TSANG, SIU KEUN 14689 SOBEY OAKS CT SARATOGA CA 95070 Primary SFR 360 22.2
65965027 SZETO, JOHNNY 43 CLIFFSIDE DR DALY CITY CA 94015 Primary SFR 360 80.0
65967984 NASSIRZADEH, SHAHRIAR 1277 S BEVERLY GLEN BLVD LOS ANGELES CA 90024 Primary Condo 360 80.0
65973151 FRICK, G. 18393 LOCKSLEY ST SAN DIEGO CA 92128 Primary PUD 360 85.0
65974981 MURALI, RAMASWAMY 11723 SPRINGSIDE RD SAN DIEGO CA 92128 Primary PUD 360 85.0
65989333 HALL, NOEL 14211 HALF MOON BAY DR SAN DIEGO ( CA 92014 Primary SFR 360 49.9
66009341 CONRAD, JANICE 411 LAFAYETTE ST SALEM MA 1970 Primary SFR 360 57.6
66030528 SUTTON, JAMES 55 BLUE LAKES GRADE JEROME ID 83338 Primary SFR 360 51.5
66033489 GIOVANNINI, ANDREW 5901 CAMINO TASSAJARA SAN RAMON CA 94583 Primary SFR 360 70.0
66038430 FIGONE, GEORGE 1790 ADAMS ST SAN MATEO CA 94403 Investor SFR 360 63.1
66049440 RACHMELER, KIMBERLY 954 20TH AVENUE EAST SEATTLE WA 98112 Primary SFR 360 60.6
66058449 YAMASHITA, ARIAKI 1349 VIA ZUMAYA PALOS VERDE CA 90274 Primary SFR 360 31.4
66092132 BORDEN IV, SPENCER 278 HUNTERS RIDGE RD CONCORD MA 1742 Primary SFR 360 47.9
66105323 BOZAN, RICHARD 3462 N KASHMIR CIRCLE MESA AZ 85215 Primary PUD 360 95.0
66125103 SIMONTON, TEAK 287 CASTLE PEAK RD EAGLE CO 81631 Primary PUD 360 66.7
66147786 MATALON, ROY 3701 EUREKA DR LOS ANGELES CA 91604 Primary SFR 360 68.9
66166951 ROMAN, JOEL 4851 POE AVE WOODLAND HI CA 91364 Primary SFR 360 75.0
66172837 GONZALEZ, RENE 15 GREENFIELD DR PLAISTOW NH 3865 Primary SFR 360 95.0
66206502 MURRAY, PETER 13 BRENNAN AVE WALTHAM MA 2154 Primary SFR 360 90.0
66207151 THOMPSON, MICHAEL 185 POND ST HOPKINTON MA 1748 Primary SFR 360 76.2
66207169 EDDY, WAYNE 174 LUMBER ST HOPKINTON MA 1748 Primary SFR 360 80.0
66208998 SCHILMEISTER, LAWRENCE 414 WALTHAM ST WEST NEWTON MA 2465 Primary SFR 360 56.5
66209960 SHPAK, JERRY 2 PEABODY CT CONCORD MA 1742 Primary SFR 360 84.3
66210127 ESTEY, DAVID 194 LINCOLN ST EASTON MA 2356 Primary SFR 360 78.4
66211069 GULLANS, STEPHEN 27B WOODLAND ST NATICK MA 1760 Primary SFR 360 70.6
66212421 OSHER, JUDITH 250 E EMERSON RD LEXINGTON MA 2173 Primary SFR 360 75.0
66212430 KINET, JEAN-PIERR 3 HUNT RD LEXINGTON MA 2173 Primary SFR 360 78.8
66221374 PALMER, MICHAEL 145 W CONCORD ST # 3 BOSTON MA 2118 Primary Condo 360 68.5
66239605 PETERSON, LAURENCE 1732 DOUBLE ARCH CT LAS VEGAS NV 89128 Primary PUD 360 84.5
66257051 WITT, PHILIP 7911 PARK RD CHARLOTTE NC 28210 Primary SFR 360 80.0
66284163 SCHERR, JUDITH 328 ANDOVER ST #1 SAN FRANCIS CA 94110 Primary Condo 360 74.4
66289076 TRAN, KIM 2219 OCEANSIDE WAY SAN LEANDRO CA 94579 Primary PUD 360 85.0
66291500 BITLER, STEVEN 444 UNIVERSITY DR MENLO PARK CA 94025 Primary SFR 300 50.0
66293740 ORFILA, GLENN 505 AVENIDA OSSA SAN CLEMENT CA 92672 Primary PUD 360 78.7
66294975 CHEN, ZHENG 889 CALLE LA PRIMAVERA GLENDALE CA 91208 Primary SFR 360 67.8
66301319 LEFEVRE, RICHARD 580 IMPERIAL DR EDWARDS CO 81632 Primary PUD 360 72.7
66306281 TOKARCHUK, PETER 3135 HILLSIDE DR BURLINGAME CA 94010 Primary SFR 360 80.0
66307023 FELDMAN, RICHARD 10493 MIRA VISTA AVE CUPERTINO CA 95014 Primary SFR 360 52.2
66314534 CALSADILLO, ALEXANDER 8211 W ROBIN LANE PEORIA AZ 85382 Primary PUD 360 95.0
66314950 PENDLETON, PATRICK 16728 N 111TH ST SCOTTSDALE AZ 85259 Primary PUD 360 90.0
66315107 BIALICK, RICHARD 11692 WILLS CREEK RD SAN DIEGO CA 92131 Primary PUD 360 79.0
66317371 JONES, J 12915 ELMFIELD LANE POWAY CA 92064 Primary SFR 360 86.3
66317835 LE, TOAN 11877 STONEGATE WAY LA(NORTHRID CA 91326 Primary PUD 360 80.0
66323681 KLEIN, JEAN-CHRIS 4745 LA PINTA WAY SAN JOSE CA 95129 Primary PUD 360 80.0
66336716 SULT, THOMAS 8154 187TH AVE NE NEW LONDON MN 56273 Primary SFR 360 78.7
66360781 WERSCHLER JR, WILLIAM 428 W HIGH DR SPOKANE WA 99203 Primary SFR 360 80.0
66361842 TRACY, PATRICK 3335 217TH PL NE REDMOND WA 98053 Primary SFR 360 80.0
66362148 STOODY, GLENN 1627 8TH AVE W SEATTLE WA 98119 Primary SFR 360 80.0
66370655 CHENETTE, JOHN 3521 KIRKRIDGE ST SANTA ROSA CA 95409 Primary PUD 360 80.0
66376815 WALTZE, JAMES 1853 KINGLET CT COSTA MESA CA 92626 Primary SFR 360 76.6
66380294 FUHRMANN, AMIR 2840 CONCORD LANE SANTA CLARA CA 95051 Primary SFR 360 80.0
66380324 BECK, HUGUES 1285 SYLVAN ROAD MONTEREY CA 93940 Primary SFR 360 79.1
66381495 MORA, JAIME 300 BERMUDA LANE VALLEJO CA 94591 Primary SFR 360 90.0
66383170 ROWLAND, SUZAN 116 VIA SERENA ALAMO CA 94507 Primary SFR 360 62.3
66383480 HOPKINS, DEAN 3321 MAGIC MORGAN TRAIL COOL CA 95614 Primary SFR 360 60.0
66390176 HODGE, CLYDE 492 IRVING CT TIBURON CA 94920 Primary SFR 360 80.0
66395763 SCHILPP, FRED 16 PILGRIM'S PATH NORTH TRURO MA 2652 Secondary SFR 360 57.3
66396255 CURRY, SEAN 580 JERUSALEM ROAD COHASSET MA 2025 Primary SFR 360 53.3
66396450 MURRAY, CYNTHIA 30 HERSEY ST HINGHAM MA 2043 Primary SFR 360 80.0
66426332 FENTRESS, JOHN 1301 ALEXANDRA COURT COLLEYVILLE TX 76034 Primary SFR 360 73.2
66426367 VISSER, MITCH 3950 COTTONWOOD LANE ROSWELL NM 88201 Primary SFR 360 77.0
66429919 LOPEZ, ROBERT 3633 BARBARA ST LOS ANGELES CA 90731 Primary SFR 360 79.1
66435765 GUO, TZONG 2909 N WESTON ST ORANGE CA 92667 Primary PUD 360 74.9
66442214 OLSSON, STEVEN 832 NEW MORNING ROAD CAMANO ISLA WA 98292 Primary PUD 360 79.8
66442974 BOWERS, DAVID 17826 NE 100TH CT REDMOND WA 98052 Primary SFR 360 70.3
66451728 DENISON II, SCOTT 1623 NOTRE DAME AVE BELMONT CA 94002 Primary SFR 360 80.0
66504741 BOTTCHER, MARGARET 324 N CATALINA AVE #2 REDONDO BEA CA 90277 Primary Condo 360 89.9
66506590 HAGEN, MARK 28570 HASKELL CANYON RD SANTA CLARI CA 91350 Primary SFR 360 78.7
66506808 ROBERTS, ROGER 51 GINGHAM ST COTO DE CAZ CA 92679 Primary PUD 360 77.9
66509815 RAHAMIM, GUY 13025 ARBORWALK LANE TUSTIN CA 92782 Primary PUD 360 90.0
66537975 SHELBY, CYNTHIA 930 HARBORVIEW DR MARTINEZ CA 94553 Primary SFR 360 79.4
66556597 SMITH, STEPHEN 18409 OLD RIVER ROAD LAKE OSWEGO OR 97034 Primary SFR 360 69.6
66558361 ALLRED, JOEL 416 S MARYFIELD DR SALT LAKE C UT 84108 Primary PUD 360 35.0
66565154 WAGGENER, RONALD 1008 DANVILLE BLVD ALAMO CA 94507 Primary SFR 360 80.0
66586861 MCGEE, EDWARD 4921 E CALLE DEL NORTE PHOENIX AZ 85018 Primary SFR 360 70.0
66590019 GARRIGUES, WILLIAM 18675 LA VENTANA RD MURRIETA CA 92562 Primary SFR 360 68.9
66590990 REED, CHARLES 3510 FAIRMONT BLVD YORBA LINDA CA 92886 Primary SFR 360 74.1
66592275 PALMISANO, SAMUEL 1615 RUCKER AVE GILROY CA 95020 Primary SFR 240 66.1
66603277 BIEN, DANIEL 20588 NE 33RD CT REDMOND WA 98053 Primary PUD 360 55.0
66619262 SAUNDERS, JR, WALTER 3110 PROVO CT SAN JOSE CA 95127 Primary SFR 360 66.7
66620660 BEATTY, DAVID 826 CARMEL AVE LOS ALTOS CA 94022 Primary SFR 360 42.9
66623251 FIT, JOZEFA 110 OAK LANE GLENWOOD SP CO 81601 Primary PUD 360 76.7
66623898 LOY, CHARLES 16620 N 111TH ST SCOTTSDALE AZ 85259 Primary PUD 360 78.9
66624649 MCGAUGHY, BRUCE 240 YERBA BUENA PL FREMONT CA 94536 Primary SFR 360 80.0
66624665 COGSWELL, DOUGLASS 21 CHAPARRAL RD EDWARDS CO 81632 Primary PUD 360 52.8
66627737 HANNA, J. 1237 MOANA DR SAN DIEGO CA 92107 Primary SFR 360 75.0
66629454 GONZALEZ-RUBIO, ADOLFO 6 SIXPENCE WAY CORONADO CA 92118 Primary PUD 360 28.6
66644691 MCCAFFERY, RICHARD 15250 SEADRIFT AVE CASPAR CA 95420 Primary SFR 360 77.6
66646316 GOLDENBERG, ANDREA 2421 CROYDON ROAD CHARLOTTE NC 28209 Primary SFR 360 71.2
66647827 HOLLANDER, MICHAEL 2314 HARRIMAN LANE A REDONDO BEA CA 90278 Primary Condo 360 67.2
66648769 BARRETT, DIANE 14 CRESKILL PL HUNTINGTON NY 11743 Primary SFR 360 76.8
66651221 HAFNER, GLENN 1300 LITCHFIELD COURT VIRGINIA BE VA 23452 Primary SFR 360 80.0
66663822 ZBOROWSKI, RICHARD 16 MEADOW WOOD DR COTO DE CAZ CA 92679 Primary PUD 360 73.7
66664101 VASSILEV, VASSIL 12452 CARMEL POINTE SAN DIEGO CA 92130 Primary SFR 360 90.0
66676878 CHAN, KATHY 20635 LARKSTONE DR DIAMOND BAR CA 91789 Primary SFR 360 79.8
66680107 DEIGERT, MICHAEL 22679 CANYON RIDGE PL CASTRO VALL CA 94552 Primary PUD 360 75.0
66682525 ARELLANO, VICENTE 364-B N WHISMAN RD MOUNTAIN VI CA 94043 Primary PUD 360 52.6
66687209 BOUSTEAD, ROBERT 2851 NW 94TH ST SEATTLE WA 98117 Primary SFR 360 90.0
66729611 BAREWALD, DAVID 23661 VIA SAN GIL MISSION VIE CA 92691 Primary PUD 360 92.3
66738458 SWANSON, STEVEN 6534 PEMBRIDGE HILL 123 WEST BLOOMF MI 48322 Primary PUD 360 78.9
66739209 DEAR, JAMES 21 STILLMAN ST #2 SAN FRANCIS CA 94107 Primary Condo 360 69.3
66739713 ADLER, STANLEY 335 MAGEE AVE MILL VALLEY CA 94941 Primary SFR 360 50.4
66739845 REED, DAVID 175 GREEN VALLEY RD SCOTTS VALL CA 95066 Primary SFR 360 70.0
66741734 CARROLL, MICHAEL 17105 SONOMA HWY SONOMA CA 95476 Secondary SFR 360 65.2
66748542 DAHLSTROM, RICHARD 437 EASTWOOD SHORES TRAVERSE CI MI 49684 Primary SFR 360 66.7
66751004 SMORCH, MICHAEL 1435 CAMBRIDGE RD LANSING MI 48911 Primary SFR 360 75.0
66751608 SIEGEL, MITCHELL 163 DUNCAN WAY OAKLAND CA 94611 Primary SFR 360 80.0
66751781 AHMADI, ROBERT 210 GREAT CIRCLE DR MILL VALLEY CA 94941 Primary SFR 360 64.4
66751799 FURKA, JOHN 45565 BRIDGEPORT DR FREMONT CA 94539 Primary SFR 360 64.0
66751802 ITO, DOUGLAS 831 JANSEN AVE SAN JOSE CA 95125 Primary SFR 360 80.0
66751918 KLABUNDE, PETER 221 PALM DR PIEDMONT CA 94610 Primary SFR 360 80.0
66751977 LEE, CHII 746 SOLSTICE CT FREMONT CA 94539 Primary SFR 360 67.4
66752027 MCGEE, NORA 2931-A FILLMORE ST SAN FRANCIS CA 94123 Primary Condo 360 42.2
66752400 CHIN, GILMORE 18620 STARRETT CT CUPERTINO CA 95014 Primary SFR 360 70.0
66752523 WISHART, KENNETH 363 SEA WOLF WAY LIVERMORE CA 94550 Primary SFR 360 80.0
66805643 YU, GANG 7148 VALBURN DR AUSTIN TX 78731 Primary SFR 360 73.4
66805902 STAPLETON, MICHAEL RT 1 196 LOOP ROAD BRENHAM TX 77833 Primary SFR 360 80.0
66831831 BENNETT, THOMAS 1900 ROSECREST DR OAKLAND CA 94602 Primary SFR 360 73.2
66832225 PARK, SEUJEUNG 7890 FIESTA LANE CUPERTINO CA 95014 Primary SFR 360 74.6
66835763 MULLANEY, PAUL 35 BRENTWOOD ROAD WOBURN MA 1801 Primary SFR 360 90.0
66840562 LEWIS, HARRY 2 BLACK TAIL LANE MONTEREY CA 93940 Primary SFR 360 63.6
66840830 GARNER, DELTON 791 PARK WAY SO. SAN FRA CA 94080 Primary SFR 360 80.0
66841348 MOEUR, WILLIAM 22383 CRESTON DR LOS ALTOS CA 94024 Primary SFR 360 80.0
66841429 KELLY, RICHARD 205 PUFFIN CT FOSTER CITY CA 94404 Primary SFR 360 75.0
66842018 TUCKETT, GARY 2105 CLARICE LANE BURLINGAME CA 94010 Primary SFR 240 52.6
66842671 LEININGER, KEVIN 3777 NEWTON WAY PLEASANTON CA 94588 Primary SFR 360 74.8
66848059 SMITH, ROBERT 80075 MERION LA QUINTA CA 92253 Secondary Condo 360 58.1
66849047 HUNTER, JOSEPH 804 BALBOA STREET & 595- SAN FRANCIS CA 94118 Primary 2-Family 360 70.1
66849357 YTURRI, PAUL 1036 DOLORES DR LAFAYETTE CA 94549 Primary SFR 360 56.3
66849667 LOCKE, DENISE 6815 - 6817 CALIFORNIA ST SAN FRANCIS CA 94121 Primary 2-Family 360 74.4
66850002 GUINN, ROBERT 190 O'SHAUGHNESSY BLVD SAN FRANCIS CA 94127 Primary SFR 360 80.0
66850975 APP, HARALD 2000 14TH AVE SAN FRANCIS CA 94116 Primary SFR 360 90.0
</TABLE>
<TABLE>
<CAPTION>
Loan # Rate First Sch
Pay Dat Mat Dt PANDI Sch PTD Orig Bal Act Balance Balance Purp Doc Appraisal
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
20031936 7.25 2/1/99 1/1/22 677.16 3/1/99 90823 90684.00 90555.33 PURCH FULL 111000
20033221 7.25 2/1/99 1/1/22 1000.45 3/1/99 134184 133269.00 133073.73 PURCH FULL 200000
20430625 8 10/1/98 2/1/25 1745.66 3/1/99 229985 227113.00 226882.23 PURCH FULL 322000
21417806 7.875 3/1/99 11/1/26 2045.03 3/1/99 276332 276332.00 276100.83 PURCH FULL 298000
21567085 7.5 1/1/99 9/1/26 1811.67 3/1/99 253463 253007.00 252777.05 PURCH FULL 510000
21603499 7.875 2/1/99 8/1/26 1672.73 3/1/99 225645 225453.00 225260.78 PURCH FULL 290000
21609411 7.875 3/1/99 10/1/26 2160.79 3/1/99 291729 291729.00 291483.59 R/T REFI FULL 390000
5000015015 7.25 3/1/99 2/1/29 2578.63 3/1/99 378000 378000.00 377705.12 R/T REFI FULL 504000
5000025543 7.25 4/1/99 3/1/29 1821.42 3/1/99 267000 267000.00 267000 R/T REFI FULL 360000
5000026061 6.875 4/1/99 3/1/29 1839.41 3/1/99 280000 280000.00 280000 R/T REFI RAPD 361000
5000041128 7 4/1/99 3/1/29 1856.86 3/1/99 279100 279100.00 279100 C/O REFI FULL 425000
5000263037 7.375 4/1/99 3/1/29 2013.84 3/1/99 291575 291575.00 291575 PURCH FULL 324000
5000288174 6.5 4/1/99 3/1/29 1566.52 3/1/99 247840 247840.00 247840 PURCH RAPD 310000
5000348432 7 4/1/99 3/1/29 2262.03 3/1/99 340000 340000.00 340000 R/T REFI RAPD 512000
5000400068 6.5 3/1/99 2/1/29 1921.18 3/1/99 303950 303950.00 303675.22 PURCH RAPD 380000
5000400654 7.125 4/1/99 3/1/29 3584.19 3/1/99 532000 532000.00 532000 PURCH FULL 665000
5000403294 6.75 4/1/99 3/1/29 2589.21 3/1/99 399200 399200.00 399200 PURCH RAPD 499000
5000409184 6.75 4/1/99 3/1/29 2610.61 3/1/99 402500 402500.00 402500 C/O REFI RAPD 590000
5000418607 7.375 4/1/99 3/1/29 2030.59 3/1/99 294000 294000.00 294000 R/T REFI RAPD 732000
5000418912 7.25 3/1/99 2/1/29 2667.31 3/1/99 391000 391000.00 390694.98 R/T REFI RAPD 565000
5000448083 6.875 4/1/99 3/1/29 1773.71 3/1/99 270000 270000.00 270000 PURCH FULL 308000
5000449743 7 4/1/99 3/1/29 2561.42 3/1/99 385000 385000.00 385000 R/T REFI FULL 725000
5000452150 6.875 4/1/99 3/1/29 1896.89 3/1/99 288750 288750.00 288750 C/O REFI RAPD 385000
5000452341 7 4/1/99 3/1/29 2288.65 3/1/99 344000 344000.00 344000 PURCH RAPD 475000
5000465053 6.625 3/1/99 2/1/29 1920.94 3/1/99 300000 300000.00 299735.31 C/O REFI RAPD 450000
5000465111 7 3/1/99 2/1/29 1929.38 3/1/99 290000 290000.00 289762.29 C/O REFI FULL 415000
5000465780 7.375 4/1/99 3/1/29 2251.61 3/1/99 326000 326000.00 326000 C/O REFI RAPD 435000
5000480235 6.875 4/1/99 3/1/29 1708.02 3/1/99 260000 260000.00 260000 PURCH RAPD 380000
62738763 6.875 4/1/99 3/1/29 1543.79 3/1/99 235000 235000.00 235000.00 PURCH FULL 275000
62933981 8 4/1/99 8/1/27 2772.23 3/1/99 372692 372692.00 372692.68 PURCH FULL 475000
63374331 6.875 3/1/99 2/1/29 1576.63 3/1/99 240000 239798.00 239798.37 PURCH RAPD 346000
63604981 6.5 3/1/99 2/1/29 1485.37 3/1/99 235000 235000.00 234787.55 PURCH RAPD 340000
63605490 7.25 3/1/99 2/1/29 1815.96 3/1/99 266200 266200.00 265992.33 PURCH RAPD 340000
63609959 7.375 3/1/99 2/1/29 1825.8 3/1/99 264350 264350.00 264148.85 PURCH FULL 311000
63611252 6.625 3/1/99 2/1/29 1504.74 3/1/99 235000 235000.00 234792.66 PURCH RAPD 316000
64260488 7.375 3/1/99 2/1/29 2072.03 3/1/99 300000 299771.00 299771.72 PURCH FULL 375000
64262243 6.625 4/1/99 3/1/29 1504.74 3/1/99 235000 235000.00 235000.00 PURCH RAPD 361000
64598209 7 4/1/99 3/1/29 1594.74 3/1/99 239700 239700.00 239700.00 R/T REFI FULL 270000
64643221 6.875 11/1/98 10/1/28 5255.44 3/1/99 800000 797288.00 796600.74 PURCH FULL 1600000
64805255 6.75 3/1/99 2/1/29 1508 3/1/99 232500 232500.00 232299.81 C/O REFI RAPD 310000
64874206 7.375 3/1/99 2/1/29 2762.7 3/1/99 400000 400000.00 399695.63 PURCH RAPD 975000
64916731 7.5 3/1/99 2/1/29 2272.45 3/1/99 325000 325000.00 324758.80 R/T REFI FULL 527000
64918297 6.375 3/1/99 2/1/29 1444.89 3/1/99 231600 231600.00 231385.49 PURCH RAPD 320000
64920437 6.875 3/1/99 2/1/29 1970.79 3/1/99 300000 299747.00 299747.96 PURCH RAPD 665000
64921506 6.75 3/1/99 2/1/29 1556.64 3/1/99 240000 240000.00 239793.36 PURCH RAPD 338000
64922898 6.875 4/1/99 3/1/29 1576.63 3/1/99 240000 240000.00 240000.00 PURCH RAPD 328000
64932117 6.625 3/1/99 2/1/29 1872.91 3/1/99 292500 292500.00 292241.93 R/T REFI FULL 433000
64967417 6.75 3/1/99 2/1/29 1511.5 3/1/99 233041 233041.00 232840.36 PURCH FULL 300000
64989364 7.375 3/1/99 2/1/29 1933.9 3/1/99 280000 279786.00 279786.93 PURCH FULL 357000
64990290 7.125 3/1/99 2/1/29 3219.7 3/1/99 477900 477900.00 477517.83 PURCH RAPD 598000
64991784 6.75 4/1/99 3/1/29 1538.16 3/1/99 237150 237150.00 237150.00 PURCH RAPD 297000
65015797 7 4/1/99 3/1/29 1596.73 3/1/99 240000 240000.00 240000.00 R/T REFI FULL 325000
65023064 7 3/1/99 2/1/29 1796.32 3/1/99 270000 270000.00 269778.68 R/T REFI FULL 370000
65025717 7.5 3/1/99 2/1/29 1748.04 3/1/99 250000 250000.00 249814.46 PURCH FULL 280000
65026039 7 4/1/99 3/1/29 2528.15 3/1/99 380000 380000.00 380000.00 PURCH RAPD 485000
65277511 7 3/1/99 2/1/29 3259.99 3/1/99 490000 490000.00 489598.34 C/O REFI FULL 850000
65300611 6.625 4/1/99 3/1/29 1536.75 3/1/99 240000 240000.00 240000.00 PURCH FULL 312500
65300874 7.25 3/1/99 2/1/29 2298.94 3/1/99 337000 337000.00 336737.10 R/T REFI FULL 685000
65308221 6.625 3/1/99 2/1/29 1485.53 3/1/99 232000 232000.00 231795.30 PURCH RAPD 290000
65417780 6.375 3/1/99 2/1/29 2245.94 3/1/99 360000 360000.00 359666.56 C/O REFI FULL 510000
65422864 6.375 3/1/99 2/1/29 1497.29 3/1/99 240000 240000.00 239777.71 PURCH FULL 345000
65438451 7.375 3/1/99 2/1/29 3121.86 3/1/99 452000 451656.00 451656.06 PURCH FULL 565000
65443438 7 3/1/99 2/1/29 1596.73 3/1/99 240000 240000.00 239803.27 R/T REFI FULL 415000
65446615 7.5 3/1/99 2/1/29 2796.86 3/1/99 400000 400000.00 399703.14 PURCH FULL 750000
65451368 7.375 3/1/99 2/1/29 2206.71 3/1/99 319500 319500.00 319256.88 PURCH FULL 355000
65454294 7.25 3/1/99 2/1/29 3827.01 3/1/99 561000 561000.00 560562.37 R/T REFI FULL 1075000
65464907 6.875 3/1/99 2/1/29 1576.63 3/1/99 240000 240000.00 239798.37 PURCH RAPD 332500
65481003 7.5 2/1/99 1/1/29 1837.54 3/1/99 262800 262604.00 262408.70 R/T REFI FULL 292000
65498267 6.375 3/1/99 2/1/29 1466.1 3/1/99 235000 235000.00 234782.34 R/T REFI FULL 322000
65511859 7.25 3/1/99 2/1/29 1586.06 3/1/99 232500 232318.00 232318.63 C/O REFI FULL 310000
65585046 7 2/1/99 1/1/29 2809.24 3/1/99 422250 421903.00 421555.75 PURCH RAPD 528000
65600401 7.25 4/1/99 3/1/29 2728.71 3/1/99 400000 400000.00 400000.00 R/T REFI FULL 525000
65616081 7 3/1/99 2/1/29 1596.73 3/1/99 240000 240000.00 239803.27 C/O REFI FULL 990000
65655451 7.25 3/1/99 2/1/29 2992.32 3/1/99 438642 438642.00 438299.81 PURCH RAPD 548303
65704215 7.375 3/1/99 2/1/29 1768.13 3/1/99 256000 256000.00 255805.20 R/T REFI RAPD 302000
65720849 7.25 3/1/99 2/1/29 2339.86 3/1/99 343000 343000.00 342732.43 R/T REFI RAPD 515000
65735081 6.5 3/1/99 2/1/29 1516.97 3/1/99 240000 239783.00 239783.03 PURCH FULL 355000
65744110 6.625 3/1/99 2/1/29 2433.19 3/1/99 380000 380000.00 379664.73 PURCH RAPD 585000
65747640 7.125 4/1/99 3/1/29 2856.57 3/1/99 424000 424000.00 424000.00 R/T REFI RAPD 625000
65747747 7.75 3/1/99 2/1/24 1888.33 3/1/99 250000 250000.00 249726.25 C/O REFI RAPD 365000
65751736 6.375 3/1/99 2/1/29 1497.29 3/1/99 240000 240000.00 239777.71 PURCH RAPD 645000
65752562 6.5 3/1/99 2/1/29 2429.04 3/1/99 384300 384300.00 383952.59 PURCH RAPD 435000
65754794 7.375 3/1/99 2/1/29 2520.97 3/1/99 365000 365000.00 364722.26 R/T REFI RAPD 530000
65759788 7.375 3/1/99 2/1/29 3695.12 3/1/99 535000 535000.00 534592.90 R/T REFI FULL 725000
65773179 6.375 3/1/99 2/1/29 1453.62 3/1/99 233000 233000.00 232784.19 R/T REFI FULL 302000
65794672 7.625 4/1/99 3/1/29 1981.83 3/1/99 280000 280000.00 280000.00 PURCH FULL 350000
65794826 6.875 3/1/99 2/1/29 1773.71 3/1/99 270000 270000.00 269773.17 R/T REFI RAPD 350000
65804104 7.25 3/1/99 2/1/29 1893.04 3/1/99 277500 277283.00 277283.52 C/O REFI RAPD 370000
65805020 7.125 4/1/99 3/1/29 2132.32 3/1/99 316500 316500.00 316500.00 R/T REFI RAPD 505000
65805551 7.375 3/1/99 2/1/29 2520.97 3/1/99 365000 365000.00 364722.26 R/T REFI FULL 459500
65805623 7.5 3/1/99 2/1/29 2322.8 3/1/99 332200 332200.00 331953.45 R/T REFI RAPD 432000
65809254 7.25 3/1/99 2/1/29 2810.57 3/1/99 412000 412000.00 411678.60 R/T REFI RAPD 635000
65809394 7.625 3/1/99 2/1/29 1896.89 3/1/99 268000 268000.00 267806.03 R/T REFI RAPD 335000
65809432 7.625 3/1/99 2/1/29 3892.87 3/1/99 550000 550000.00 549601.92 C/O REFI RAPD 925000
65809963 7.125 3/1/99 2/1/29 1744.94 3/1/99 259000 258792.00 258792.87 PURCH RAPD 406000
65823109 7 3/1/99 2/1/19 2636.02 3/1/99 340000 340000.00 339347.31 R/T REFI FULL 545000
65824504 7.875 3/1/99 2/1/29 2465.24 3/1/99 340000 339766.00 339766.01 R/T REFI RAPD 425000
65826221 7.125 3/1/99 2/1/29 2657.82 3/1/99 394500 394500.00 394184.52 R/T REFI RAPD 1120000
65827503 7.75 3/1/99 2/1/29 3940.27 3/1/99 550000 550000.00 549611.81 R/T REFI RAPD 750000
65842707 6.875 3/1/99 2/1/29 1576.63 3/1/99 240000 240000.00 239798.37 R/T REFI RAPD 300000
65856058 6.5 3/1/99 2/1/29 1495.16 3/1/99 236550 236336.00 236336.15 PURCH FULL 249000
65862783 7.125 3/1/99 2/1/29 1563.03 3/1/99 232000 231850.00 231663.98 R/T REFI FULL 290000
65868102 7.25 3/1/99 2/1/29 2592.27 3/1/99 380000 380000.00 379703.56 PURCH RAPD 450000
65868757 7.125 3/1/99 2/1/29 2037.33 3/1/99 302400 302400.00 302158.17 R/T REFI RAPD 378000
65904753 7.25 3/1/99 2/1/29 1991.96 3/1/99 292000 292000.00 291772.21 PURCH RAPD 365000
65906705 6.75 3/1/99 2/1/29 2366.09 3/1/99 364800 364800.00 364485.91 PURCH RAPD 458000
65915372 6.5 3/1/99 2/1/29 1453.76 3/1/99 230000 230000.00 229792.07 R/T REFI FULL 455000
65917111 7.25 4/1/99 3/1/29 2285.3 3/1/99 335000 335000.00 335000.00 PURCH RAPD 420000
65918215 7.5 3/1/99 2/1/24 2161.55 3/1/99 292500 292500.00 292166.58 C/O REFI RAPD 390000
65935071 7 3/1/99 2/1/29 3326.52 3/1/99 500000 500000.00 499590.15 PURCH RAPD 797950
65939883 7.125 4/1/99 3/1/29 2735.3 3/1/99 406000 406000.00 406000.00 R/T REFI RAPD 618000
65940130 7.125 3/1/99 2/1/29 2016.11 3/1/99 299250 299250.00 299010.69 PURCH FULL 315000
65940270 6.875 3/1/99 2/1/29 1731.01 3/1/99 263500 263500.00 263278.63 R/T REFI RAPD 330000
65940393 7.125 3/1/99 2/1/29 3132.8 3/1/99 465000 464628.00 464628.14 R/T REFI RAPD 675000
65948246 7.75 4/1/99 3/1/29 2149.24 3/1/99 300000 300000.00 300000.00 R/T REFI RAPD 400000
65949072 7 3/1/99 2/1/29 1796.32 3/1/99 270000 269778.00 269778.68 C/O REFI RAPD 500000
65952006 7.25 4/1/99 3/1/29 2612.74 3/1/99 383000 383000.00 383000.00 R/T REFI RAPD 575000
65952146 7.125 4/1/99 3/1/29 2615.38 3/1/99 388200 388200.00 388200.00 R/T REFI RAPD 575000
65952359 7.125 4/1/99 3/1/29 2896.99 3/1/99 430000 430000.00 430000.00 R/T REFI FULL 667000
65955650 7 3/1/99 2/1/29 1530.2 3/1/99 230000 229811.00 229811.47 C/O REFI FULL 335000
65962559 6.875 3/1/99 2/1/29 1510.94 3/1/99 230000 229806.00 229806.77 C/O REFI FULL 320000
65964471 7.625 3/1/99 2/1/29 3538.97 3/1/99 500000 500000.00 499638.11 R/T REFI FULL 2250000
65965027 6.875 3/1/99 2/1/29 2223.05 3/1/99 338400 338400.00 338115.70 PURCH RAPD 423000
65967984 6.75 4/1/99 3/1/29 1504.75 3/1/99 232000 232000.00 232000.00 R/T REFI RAPD 290000
65973151 7.125 3/1/99 2/1/29 1981.41 3/1/99 294100 293864.00 293864.81 PURCH RAPD 346000
65974981 6.5 3/1/99 2/1/29 1453.13 3/1/99 229900 229692.00 229692.16 PURCH RAPD 275000
65989333 6.625 3/1/99 2/1/29 1501.53 3/1/99 234500 234500.00 234293.11 R/T REFI RAPD 470000
66009341 6.75 3/1/99 2/1/29 1867.97 3/1/99 288000 288000.00 287752.03 R/T REFI RAPD 500000
66030528 7.625 3/1/99 2/1/29 2371.11 3/1/99 335000 335000.00 334757.54 C/O REFI FULL 650000
66033489 7.25 3/1/99 2/1/29 7401.62 3/1/99 1085000 1085000.00 1084153.59 R/T REFI FULL 1550000
66038430 7.25 3/1/99 2/1/29 1548.55 3/1/99 227000 226822.00 226822.91 R/T REFI FULL 360000
66049440 7 3/1/99 2/1/29 2395.09 3/1/99 360000 360000.00 359704.91 PURCH RAPD 600000
66058449 7.125 3/1/99 2/1/29 2964.37 3/1/99 440000 440000.00 439648.13 R/T REFI FULL 1400000
66092132 7.625 3/1/99 2/1/29 2356.96 3/1/99 333000 333000.00 332758.98 R/T REFI FULL 695000
66105323 6.875 3/1/99 2/1/29 1494.68 3/1/99 227525 227525.00 227333.85 PURCH FULL 240000
66125103 6.5 3/1/99 2/1/29 1516.97 3/1/99 240000 240000.00 239783.03 C/O REFI FULL 360000
66147786 7.125 3/1/99 2/1/29 5571.66 3/1/99 827000 827000.00 826338.65 R/T REFI FULL 1200000
66166951 7 3/1/99 2/1/29 2395.09 3/1/99 360000 360000.00 359704.91 C/O REFI RAPD 480000
66172837 6.25 3/1/99 2/1/29 1421.39 3/1/99 230850 230850.00 230630.95 PURCH FULL 243000
66206502 7.5 3/1/99 2/1/29 2252.87 3/1/99 322200 322200.00 321960.88 PURCH FULL 360000
66207151 7.375 3/1/99 2/1/29 2762.71 3/1/99 400000 400000.00 399695.62 R/T REFI RAPD 525000
66207169 7.375 3/1/99 2/1/29 2320.67 3/1/99 336000 336000.00 335744.33 R/T REFI FULL 420000
66208998 7.5 3/1/99 2/1/29 2132.61 3/1/99 305000 305000.00 304773.64 R/T REFI RAPD 545000
66209960 7.375 3/1/99 2/1/29 2037.5 3/1/99 295000 295000.00 294775.52 R/T REFI FULL 350000
66210127 7 3/1/99 2/1/29 1721.81 3/1/99 258800 258800.00 258587.86 R/T REFI RAPD 330000
66211069 7.625 3/1/99 2/1/29 2073.84 3/1/99 293000 293000.00 292787.93 R/T REFI RAPD 415000
66212421 7.375 3/1/99 2/1/29 3211.64 3/1/99 465000 465000.00 464646.17 C/O REFI FULL 620000
66212430 7.25 3/1/99 2/1/29 3922.52 3/1/99 575000 575000.00 574551.44 R/T REFI RAPD 730000
66221374 7.125 3/1/99 2/1/29 2930.68 3/1/99 435000 434652.00 434652.13 PURCH RAPD 655000
66239605 6.875 3/1/99 2/1/29 1576.63 3/1/99 240000 240000.00 239798.37 PURCH FULL 284000
66257051 6.375 3/1/99 2/1/29 1422.43 3/1/99 228000 228000.00 227788.82 R/T REFI RAPD 285000
66284163 6.875 3/1/99 2/1/29 1576.63 3/1/99 240000 239798.00 239798.37 PURCH RAPD 322500
66289076 6.875 3/1/99 2/1/29 1903.13 3/1/99 289700 289456.00 289456.61 PURCH FULL 340931
66291500 7.375 3/1/99 2/1/24 3654.4 3/1/99 500000 499418.00 499418.52 C/O REFI RAPD 1000000
66293740 7.25 3/1/99 2/1/29 2899.25 3/1/99 425000 425000.00 424668.46 R/T REFI FULL 540000
66294975 6.875 3/1/99 2/1/29 1576.63 3/1/99 240000 240000.00 239798.37 C/O REFI RAPD 355000
66301319 6.75 3/1/99 2/1/29 1556.64 3/1/99 240000 239793.00 239793.36 C/O REFI FULL 330000
66306281 7 3/1/99 2/1/29 2820.89 3/1/99 424000 424000.00 423652.44 PURCH RAPD 530000
66307023 7.375 3/1/99 2/1/29 2182.54 3/1/99 316000 314700.00 314451.55 R/T REFI RAPD 605000
66314534 7.25 3/1/99 2/1/29 1739.21 3/1/99 254950 254950.00 254751.11 PURCH RAPD 270000
66314950 7.125 3/1/99 2/1/29 2407.2 3/1/99 357300 357014.00 357014.27 PURCH RAPD 405000
66315107 7.375 3/1/99 2/1/29 2058.21 3/1/99 298000 298000.00 297773.25 R/T REFI FULL 377000
66317371 6.875 2/1/99 1/1/29 1530.64 3/1/99 233000 232607.00 232607.39 PURCH RAPD 270000
66317835 7.125 3/1/99 2/1/29 3194.77 3/1/99 474200 474200.00 473820.79 PURCH FULL 592802
66323681 7.125 3/1/99 2/1/29 1563.03 3/1/99 232000 232000.00 231814.47 PURCH RAPD 290000
66336716 6.375 2/1/99 1/1/29 1497.29 3/1/99 240000 239777.00 239554.24 R/T REFI RAPD 305000
66360781 7.25 3/1/99 2/1/29 1937.39 3/1/99 284000 284000.00 283778.44 R/T REFI RAPD 355000
66361842 6.5 3/1/99 2/1/29 2275.45 3/1/99 360000 360000.00 359674.55 PURCH RAPD 450000
66362148 7 3/1/99 2/1/29 2592.02 3/1/99 389600 389600.00 389280.65 PURCH RAPD 500000
66370655 7.25 3/1/99 2/1/29 2892.43 3/1/99 424000 424000.00 423669.24 PURCH FULL 531000
66376815 7.5 3/1/99 2/1/29 1982.98 3/1/99 283600 283600.00 283389.52 R/T REFI RAPD 370000
66380294 7.25 3/1/99 2/1/29 2210.26 3/1/99 324000 324000.00 323747.24 PURCH RAPD 405000
66380324 6.75 3/1/99 2/1/29 2334.96 3/1/99 360000 360000.00 359690.04 PURCH RAPD 455000
66381495 7.125 3/1/99 2/1/29 1576.51 3/1/99 234000 234000.00 233812.87 R/T REFI FULL 260000
66383170 7.5 3/1/99 2/1/29 2286.44 3/1/99 327000 326543.00 326543.75 R/T REFI FULL 525000
66383480 6.875 3/1/99 2/1/29 1576.63 3/1/99 240000 240000.00 239798.37 R/T REFI FULL 400000
66390176 6.75 4/1/99 3/1/29 2438.73 3/1/99 376000 376000.00 376000.00 PURCH RAPD 470000
66395763 7.375 3/1/99 2/1/29 2313.77 3/1/99 335000 334745.00 334745.08 PURCH FULL 590000
66396255 6.75 3/1/99 2/1/29 1556.64 3/1/99 240000 240000.00 239793.36 C/O REFI FULL 450000
66396450 6.75 3/1/99 2/1/29 3363.89 3/1/99 518640 518640.00 518193.46 PURCH RAPD 650000
66426332 7.625 3/1/99 2/1/29 2809.95 3/1/99 397000 397000.00 396712.65 R/T REFI FULL 542000
66426367 6.875 3/1/99 2/1/29 1708.02 3/1/99 260000 260000.00 259781.56 PURCH RAPD 337500
66429919 7 3/1/99 2/1/29 1763.06 3/1/99 265000 265000.00 264782.77 R/T REFI RAPD 335000
66435765 7.375 3/1/99 2/1/29 2303.41 3/1/99 333500 333500.00 333246.23 R/T REFI RAPD 445000
66442214 6.875 3/1/99 2/1/29 2003.64 3/1/99 305000 305000.00 304743.76 R/T REFI FULL 382000
66442974 6.875 3/1/99 2/1/29 1524.08 3/1/99 232000 232000.00 231805.09 C/O REFI FULL 330000
66451728 6.75 4/1/99 3/1/29 2485.43 3/1/99 383200 383200.00 383200.00 PURCH FULL 479000
66504741 7.125 3/1/99 2/1/29 1877.32 3/1/99 278650 278650.00 278427.16 PURCH RAPD 310000
66506590 7.125 4/1/99 3/1/29 1920.1 3/1/99 285000 285000.00 285000.00 R/T REFI RAPD 362000
66506808 7.5 3/1/99 2/1/29 2125.62 3/1/99 304000 304000.00 303774.38 R/T REFI FULL 390000
66509815 6.875 3/1/99 2/1/29 1558.57 3/1/99 237250 237050.00 237050.67 PURCH FULL 264000
66537975 7.5 3/1/99 2/1/29 1998.01 3/1/99 285750 285750.00 285537.93 R/T REFI RAPD 360000
66556597 7.375 3/1/99 2/1/29 3211.64 3/1/99 465000 465000.00 464646.17 R/T REFI FULL 668000
66558361 6.875 3/1/99 2/1/29 2266.41 3/1/99 345000 345000.00 344710.15 R/T REFI FULL 985000
66565154 7.5 3/1/99 2/1/29 2349.37 3/1/99 336000 336000.00 335750.63 PURCH RAPD 425000
66586861 7.5 3/1/99 2/1/29 1957.81 3/1/99 280000 280000.00 279792.19 C/O REFI FULL 400000
66590019 7.625 3/1/99 2/1/29 2023.02 3/1/99 285820 285820.00 285613.13 C/O REFI RAPD 415000
66590990 7 3/1/99 2/1/29 2268.69 3/1/99 341000 341000.00 340720.48 R/T REFI RAPD 460000
66592275 7.375 4/1/99 3/1/19 2585.42 3/1/99 324000 322571.00 322571.32 R/T REFI FULL 490000
66603277 7.875 3/1/99 2/1/29 1961.64 3/1/99 270545 270358.00 270358.81 PURCH RAPD 495000
66619262 7 3/1/99 2/1/29 1886.14 3/1/99 283500 283500.00 283267.61 R/T REFI RAPD 425000
66620660 6.875 3/1/99 2/1/29 1970.79 3/1/99 300000 300000.00 299747.96 C/O REFI FULL 700000
66623251 7.25 4/1/99 3/1/29 3922.52 3/1/99 575000 571987.00 571987.96 R/T REFI FULL 750000
66623898 6.75 3/1/99 2/1/29 1895.86 3/1/99 292300 292048.00 292048.33 PURCH RAPD 371000
66624649 6.875 3/1/99 2/1/29 1786.19 3/1/99 271900 271000.00 270766.41 PURCH RAPD 340000
66624665 6.875 3/1/99 2/1/29 1717.87 3/1/99 261500 261280.00 261280.31 R/T REFI RAPD 495000
66627737 6.875 3/1/99 2/1/29 2039.76 3/1/99 310500 310239.00 310239.15 C/O REFI RAPD 414000
66629454 6.875 3/1/99 2/1/29 3195.96 3/1/99 486500 486091.00 486091.28 R/T REFI FULL 1700000
66644691 7.5 4/1/99 3/1/29 3284.22 3/1/99 469700 469700.00 469700.00 R/T REFI FULL 605000
66646316 6.75 3/1/99 2/1/29 2594.4 3/1/99 400000 400000.00 399655.60 PURCH RAPD 570000
66647827 7.125 3/1/99 2/1/29 1720.01 3/1/99 255300 255300.00 255095.83 R/T REFI RAPD 380000
66648769 7 3/1/99 2/1/29 1531.86 3/1/99 230250 230250.00 230061.27 R/T REFI FULL 300000
66651221 7 3/1/99 2/1/29 2309.94 3/1/99 347200 347200.00 346915.39 PURCH RAPD 442000
66663822 7.625 3/1/99 2/1/29 4122.9 3/1/99 582500 582500.00 582078.40 C/O REFI FULL 790000
66664101 6.875 3/1/99 2/1/29 1877.18 3/1/99 285750 285750.00 285509.93 PURCH RAPD 318000
66676878 7 3/1/99 2/1/29 1995.91 3/1/99 300000 299750.00 299750.00 PURCH FULL 376000
66680107 7 4/1/99 3/1/29 1995.91 3/1/99 300000 300000.00 300000.00 C/O REFI FULL 400000
66682525 7.375 3/1/99 2/1/29 2417.37 3/1/99 350000 350000.00 349733.67 C/O REFI RAPD 665000
66687209 7.875 4/1/99 3/1/29 1892.44 3/1/99 261000 261000.00 261000.00 PURCH RAPD 290000
66729611 6.875 3/1/99 2/1/29 1576.63 3/1/99 240000 240000.00 239798.37 PURCH FULL 260000
66738458 7.25 3/1/99 2/1/29 2346.35 3/1/99 343950 343950.00 343681.68 R/T REFI RAPD 436000
66739209 7.125 3/1/99 2/1/29 1751.67 3/1/99 260000 259792.00 259792.08 PURCH RAPD 376000
66739713 7.125 4/1/99 3/1/29 2344.55 3/1/99 348000 346604.00 346604.57 R/T REFI FULL 690000
66739845 7.25 4/1/99 3/1/29 2507 3/1/99 367500 367500.00 367500.00 C/O REFI FULL 525000
66741734 6.75 3/1/99 2/1/29 1945.8 3/1/99 300000 300000.00 299741.70 PURCH RAPD 460000
66748542 7.25 3/1/99 2/1/29 2728.71 3/1/99 400000 400000.00 399687.96 C/O REFI FULL 600000
66751004 7.375 3/1/99 2/1/29 1864.83 3/1/99 270000 270000.00 269794.55 C/O REFI FULL 360000
66751608 7 3/1/99 2/1/29 1793.66 3/1/99 269600 269600.00 269379.01 R/T REFI FULL 337000
66751781 7.5 3/1/99 2/1/29 2971.67 3/1/99 425000 425000.00 424684.58 R/T REFI FULL 660000
66751799 7.5 3/1/99 2/1/29 2810.85 3/1/99 402000 401701.00 401701.65 R/T REFI RAPD 628000
66751802 7.25 3/1/99 2/1/29 1910.1 3/1/99 280000 280000.00 279781.57 PURCH RAPD 350000
66751918 7.125 3/1/99 2/1/29 3206.91 3/1/99 476000 475326.00 475326.25 PURCH RAPD 595000
66751977 7.375 4/1/99 3/1/29 3840.16 3/1/99 556000 556000.00 556000.00 R/T REFI RAPD 825000
66752027 6.875 3/1/99 2/1/29 1773.71 3/1/99 270000 270000.00 269773.17 R/T REFI RAPD 640000
66752400 7 3/1/99 2/1/29 3446.27 3/1/99 518000 518000.00 517575.40 PURCH FULL 740000
66752523 7.5 3/1/99 2/1/29 3435.6 3/1/99 491350 491350.00 490985.34 PURCH FULL 614233
66805643 7.25 3/1/99 2/1/29 3629.18 3/1/99 532000 532000.00 531584.99 R/T REFI RAPD 725000
66805902 7.375 3/1/99 2/1/29 1933.9 3/1/99 280000 279786.00 279786.93 PURCH FULL 380000
66831831 7.5 3/1/99 2/1/29 2482.22 3/1/99 355000 355000.00 354736.53 C/O REFI FULL 485000
66832225 7.375 3/1/99 2/1/29 2293.05 3/1/99 332000 331747.00 331747.37 R/T REFI RAPD 445000
66835763 7.625 3/1/99 2/1/29 1955.64 3/1/99 276300 276300.00 276100.02 R/T REFI FULL 307000
66840562 7.125 3/1/99 2/1/29 2122.22 3/1/99 315000 315000.00 314748.09 R/T REFI RAPD 495000
66840830 7.25 4/1/99 3/1/29 2019.25 3/1/99 296000 296000.00 296000.00 PURCH FULL 370000
66841348 6.375 4/1/99 3/1/29 2869.81 3/1/99 460000 460000.00 460000.00 PURCH RAPD 575000
66841429 7 3/1/99 2/1/29 2420.04 3/1/99 363750 363451.00 363451.83 C/O REFI RAPD 485000
66842018 7 4/1/99 3/1/19 2325.9 3/1/99 300000 300000.00 300000.00 R/T REFI RAPD 570000
66842671 7 3/1/99 2/1/29 4128.21 3/1/99 620500 619619.00 619619.58 R/T REFI RAPD 830000
66848059 7.25 3/1/99 2/1/29 3069.8 3/1/99 450000 450000.00 449648.95 R/T REFI FULL 775000
66849047 7.5 3/1/99 2/1/29 3034.6 3/1/99 434000 434000.00 433677.90 PURCH RAPD 620000
66849357 7.375 3/1/99 2/1/29 2040.26 3/1/99 295400 295400.00 295175.22 C/O REFI FULL 525000
66849667 7.375 3/1/99 2/1/29 3135.67 3/1/99 454000 454000.00 453654.54 C/O REFI FULL 610000
66850002 6.875 4/1/99 3/1/29 2349.18 3/1/99 357600 357600.00 357600.00 PURCH RAPD 447000
66850975 7.375 3/1/99 2/1/29 2479.53 3/1/99 359000 359000.00 358726.82 PURCH RAPD 400000
</TABLE>
******
Loan # Term CLTV
20031936 274 89.0
20033221 274 76.7
20430625 311 73.6
21417806 332 94.9
21567085 330 51.9
21603499 329 79.9
21609411 331 76.7
5000015015 359 75.0
5000025543 360 74.2
5000026061 360 77.6
5000041128 360 65.7
5000263037 360 90.0
5000288174 360 80.0
5000348432 360 66.4
5000400068 359 80.0
5000400654 360 80.0
5000403294 360 80.0
5000409184 360 68.2
5000418607 360 40.2
5000418912 359 69.2
5000448083 360 90.0
5000449743 360 53.1
5000452150 360 75.0
5000452341 360 80.0
5000465053 359 66.7
5000465111 359 69.9
5000465780 360 74.9
5000480235 360 68.4
62738763 360 85.5
62933981 341 80.0
63374331 359 69.3
63604981 359 69.2
63605490 359 80.0
63609959 359 85.0
63611252 359 75.5
64260488 359 79.9
64262243 360 65.3
64598209 360 88.8
64643221 355 49.8
64805255 359 75.0
64874206 359 41.0
64916731 359 61.7
64918297 359 74.0
64920437 359 46.2
64921506 359 77.4
64922898 360 73.8
64932117 359 67.6
64967417 359 80.0
64989364 359 79.3
64990290 359 79.9
64991784 360 80.0
65015797 360 73.8
65023064 359 73.0
65025717 359 89.3
65026039 360 79.2
65277511 359 57.6
65300611 360 76.8
65300874 359 49.2
65308221 359 80.0
65417780 359 70.6
65422864 359 70.1
65438451 359 79.9
65443438 359 57.8
65446615 359 57.1
65451368 359 90.0
65454294 359 52.2
65464907 359 72.7
65481003 358 89.9
65498267 359 73.0
65511859 359 74.9
65585046 358 79.9
65600401 360 76.2
65616081 359 24.2
65655451 359 80.0
65704215 359 84.8
65720849 359 66.6
65735081 359 67.5
65744110 359 65.1
65747640 360 67.8
65747747 299 68.5
65751736 359 37.2
65752562 359 90.0
65754794 359 68.9
65759788 359 73.8
65773179 359 77.2
65794672 360 80.0
65794826 359 77.1
65804104 359 74.9
65805020 360 62.7
65805551 359 79.4
65805623 359 76.9
65809254 359 64.9
65809394 359 80.0
65809432 359 59.5
65809963 359 64.7
65823109 239 62.4
65824504 359 79.9
65826221 359 35.2
65827503 359 73.3
65842707 359 80.0
65856058 359 94.9
65862783 359 79.9
65868102 359 84.4
65868757 359 80.0
65904753 359 80.0
65906705 359 79.8
65915372 359 50.5
65917111 360 79.8
65918215 299 75.0
65935071 359 62.7
65939883 360 65.7
65940130 359 95.0
65940270 359 79.8
65940393 359 68.8
65948246 360 75.0
65949072 359 54.0
65952006 360 66.6
65952146 360 67.5
65952359 360 64.5
65955650 359 68.6
65962559 359 71.8
65964471 359 22.2
65965027 359 80.0
65967984 360 80.0
65973151 359 84.9
65974981 359 84.9
65989333 359 49.9
66009341 359 57.6
66030528 359 51.5
66033489 359 70.0
66038430 359 63.1
66049440 359 60.6
66058449 359 31.4
66092132 359 47.9
66105323 359 95.0
66125103 359 66.7
66147786 359 68.9
66166951 359 75.0
66172837 359 95.0
66206502 359 90.0
66207151 359 76.2
66207169 359 80.0
66208998 359 56.5
66209960 359 84.3
66210127 359 78.4
66211069 359 70.6
66212421 359 75.0
66212430 359 78.8
66221374 359 68.4
66239605 359 84.5
66257051 359 80.0
66284163 359 74.4
66289076 359 84.9
66291500 299 49.9
66293740 359 78.7
66294975 359 67.8
66301319 359 72.7
66306281 359 80.0
66307023 359 52.0
66314534 359 95.0
66314950 359 89.9
66315107 359 79.0
66317371 358 86.2
66317835 359 80.0
66323681 359 80.0
66336716 358 78.6
66360781 359 80.0
66361842 359 80.0
66362148 359 80.0
66370655 359 80.0
66376815 359 76.6
66380294 359 80.0
66380324 359 79.1
66381495 359 90.0
66383170 359 62.2
66383480 359 60.0
66390176 360 80.0
66395763 359 57.3
66396255 359 53.3
66396450 359 80.0
66426332 359 73.2
66426367 359 77.0
66429919 359 79.1
66435765 359 74.9
66442214 359 79.8
66442974 359 70.3
66451728 360 80.0
66504741 359 89.9
66506590 360 78.7
66506808 359 77.9
66509815 359 89.9
66537975 359 79.4
66556597 359 69.6
66558361 359 35.0
66565154 359 80.0
66586861 359 70.0
66590019 359 68.9
66590990 359 74.1
66592275 240 65.8
66603277 359 55.0
66619262 359 66.7
66620660 359 42.9
66623251 360 76.3
66623898 359 78.8
66624649 359 79.7
66624665 359 52.8
66627737 359 74.9
66629454 359 28.6
66644691 360 77.6
66646316 359 71.2
66647827 359 67.2
66648769 359 76.8
66651221 359 80.0
66663822 359 73.7
66664101 359 90.0
66676878 359 79.7
66680107 360 75.0
66682525 359 52.6
66687209 360 90.0
66729611 359 92.3
66738458 359 78.9
66739209 359 69.2
66739713 360 50.2
66739845 360 70.0
66741734 359 65.2
66748542 359 66.7
66751004 359 75.0
66751608 359 80.0
66751781 359 64.4
66751799 359 64.0
66751802 359 80.0
66751918 359 79.9
66751977 360 67.4
66752027 359 42.2
66752400 359 70.0
66752523 359 80.0
66805643 359 73.4
66805902 359 79.9
66831831 359 73.2
66832225 359 74.5
66835763 359 90.0
66840562 359 63.6
66840830 360 80.0
66841348 360 80.0
66841429 359 74.9
66842018 240 52.6
66842671 359 74.7
66848059 359 58.1
66849047 359 70.1
66849357 359 56.3
66849667 359 74.4
66850002 360 80.0
66850975 359 90.0
Total Loans 253
Sched UPB $84,240,302.17
WAC 7.133
WAM 356.2
WOLTV 0.0
WCLTV 71.4
<PAGE>
EXHIBIT D-2
NMC MORTGAGE LOAN SCHEDULE
<TABLE>
<CAPTION>
LOAN# NAME ADDRESS CITY ST ZIP OCC PROP TERM
- ----- ---- ------- ---- -- --- --- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
22507339 LEIGHTON, DRSTEVEN 4903 CLAYBROOKE CO MATTHEWS NC 28105 Primary PUD 360
22663801 STEVENSON JR, SLEE 29706 HANSEL FAIR OAKS R TX 78015 Primary PUD 360
22670293 INSERRA, MARK 48 LAKESIDE CT DEVON PA 19333 Primary SFR 360
22678528 LAUGHINGHOUSE, KENNETH 322 DARTMOUTH AVE FAIR HAVEN NJ 7704 Primary SFR 360
22685754 DEMOREST, LAWRIE 1263 BEECH VALLEY ATLANTA GA 30306 Primary SFR 360
22688923 GILLETTE, RICHARD 10530 AUDUBON COURT EDEN PRAIRI MN 55437 Primary SFR 360
22703557 SOUZA, JAMES 13470 SEAL LAKE LAN RENO NV 89511 Primary SFR 360
22706832 MERRICK, JOHN 790 PARKSIDE TRAI MARIETTA GA 30064 Primary PUD 300
22710305 WASKO, BRUCE 16378 E BERRY AVE AURORA CO 80015 Primary PUD 360
22713101 SWEENEY, EUGENE 825 FAWN MEADOW C ROSWELL GA 30075 Primary PUD 360
22716716 MARSTELLER, RONALD 10890 MEANDERVIEW C MANASSAS VA 20111 Primary PUD 360
22720163 KELLEY, JAMES 4819 OLD TIMBER RI MARIETTA GA 30068 Primary PUD 360
22720767 STEEL, JUDITH 91 W PACES FERR ATLANTA GA 30305 Primary Condo 360
22720908 KENNEDY, FREDERICK 7374 HUNTERS OAK C SPRINGFILED VA 22150 Primary PUD 360
22725253 KRAVITT, DAVID 202 OLYMPIC CLUB BLUE BELL PA 19422 Primary SFR 300
22725626 HALL, GREGORY 850 CLUB CHASE LA ROSWELL GA 30076 Primary PUD 360
22731012 MARMAR, JOEL 112 S 19TH ST LONGPORT NJ 8403 Secondary SFR 360
22732382 FREED, DENNIS 1900 ALASKAN WAY SEATTLE WA 98101 Primary SFR 360
22737175 SHELDON, NORMA 2710 PINE HILL DRIVE KNOXVILLE TN 37932 Primary SFR 360
22737837 GRIMM, GARY 1538 CHADMORE LANE CONCORD NC 28207 Primary PUD 240
22745913 WALEWANDER, JOHN 1162 HIGHLAND DR NOVATO CA 94949 Primary SFR 360
22746101 PENTON, ANDREW 7411 MARIGOLD DRIVE IRVING TX 75063 Primary PUD 360
22746515 RAHMAN, MIRZA 41 WINDERMERE DR BLUE BELL PA 19422 Primary PUD 360
22748552 GREEN JR, HENRY 3179 VERDUN DRIVE ATLANTA GA 30305 Primary SFR 360
22749535 BRANNON, TIMOTHY 1146 BRIDGEMILL AV CANTON GA 30114 Primary PUD 360
22750491 OKEEFFE, CAROL 8468 COLONIAL DRIVE LITTLETON CO 80124 Primary PUD 360
22780563 HURST, JAMES 7 THE CROFT ATLANTA GA 30342 Primary PUD 360
27646785 BIRNBAUM, JORGE 2423 HARRIMAN LANE REDONDO BEA CA 90278 Primary Condo 360
27670686 WEISEL, RANDALL 3711 KEYSTONE RD TARPON SPRI FL 34689 Primary SFR 360
27671932 BARNES, STEVEN 189 CORN PLANTERS DANIEL ISLA SC 29492 Primary PUD 360
27678481 VIVALDI, GREGORY 3145 SKYLINE DRIVE OCEANSIDE CA 92056 Primary SFR 360
27746155 RICHTER, TIMOTHY 5101 EMBASSY LANE FAIR OAKS CA 95628 Primary SFR 360
27761857 HINKLE, DON 500 RED OAK DR HOT SPRINGS AR 71913 Primary SFR 360
21807797 REMACK, ROBERT L 26 LAKESHORE DRI LAKE LOTAWA MO 64086 Primary SFR 360
21884051 WEINER, JEFFREY 6742 PAXSON ROAD SOLEBURY PA 18963 Primary SFR 360
21922505 KELLEY, CHARLES 3712 S BUTTERNUT AVE BROKEN ARRO OK 74011 Primary SFR 360
21982400 WINTERS, DEVON 602 NORTHWOOD COU SOUTHLAKE TX 76092 Primary PUD 360
22038095 WINTERS, ROBERT 503 DORAL CIR BERWYN PA 19312 Primary SFR 360
22059000 IACCONI, DANA 1904 FAIRMOUNT DRI JAMISON PA 18929 Primary SFR 360
22063929 MCAULIFFE, MICHAEL 2458 SOUTH NEWCOMB LAKEWOOD CO 80227 Primary SFR 360
22094742 HOLDEN, MARK 314 BOMAR STREET HOUSTON TX 77006 Primary SFR 360
22105514 PRICE, DAVID 1763 W BLUE RIDGE CHANDLER AZ 85248 Primary PUD 360
22169361 CIARA, BARBARA 601 MAYFLOWER DR NORFOLK VA 23508 Primary SFR 360
22172654 JONES, ROBERT 5637 RISBOROUGH PLANO TX 75093 Primary PUD 360
22204317 HOWATSON, JAMES 1097 9TH AVE FOX ISLAND WA 98333 Primary SFR 360
22226146 MATSIRAS, PAUL 104 BEAUFORT COUR PHOENIXVILL PA 19460 Primary PUD 360
22286355 GARIBIAN, GARO 1102 PENMORE PLACE ABINGTON TO PA 19046 Primary SFR 360
22303101 GERSTEIN, LAWRENCE 5084 CHAMPLAIN CIR WEST BLOOMF MI 48323 Primary SFR 360
22307177 GRICE, RICHARD 430 HUNTCLIFF GRE ATLANTA GA 30350 Primary PUD 360
22310882 VIOX SR, JAMES 1916 DOBSON PARK L KNOXVILLE TN 37922 Primary SFR 360
22317622 CELEBREZZE, ROCCO 11506 VALLEY VIEW R ANCHORAGE KY 40223 Primary PUD 360
22321632 TERRELL, MARTIN 20375 TRUE VISTA CI MONUMENT CO 80132 Primary SFR 360
22326037 RUSHTON, KEVIN 4591 COVERED BRIDG BLOOMFIELD MI 48302 Primary SFR 360
22327845 REITER, RANDY 2517 SAND SHORES D CONROE TX 77304 Primary PUD 240
22339584 BARKSDALE, JAMES 5213 S SCOUT ISLAND CI AUSTIN TX 78731 Primary PUD 360
22360416 PATERSON, JOHN 8350 E WHISPERING WI SCOTTSDALE AZ 85255 Primary SFR 360
22373906 KEEGAN, JOSEPH 120 CONDOR DRIVE EAGLE CO 81631 Primary SFR 360
22375711 POWERS, THOMAS 9800 JUNIPER HILL ROCKVILLE MD 20850 Primary SFR 360
22378905 LEMOINE, CHARLES 533 MALDEN AVENUE LAGRANGE PA IL 60526 Primary SFR 360
22385124 WANG, CHANGFONG 36 FAIRBANKS ROA LEXINGTON MA 2421 Primary SFR 360
22394308 READ, JOHN 2697 E LAKE OF THE MINNEAPOLIS MN 55408 Primary SFR 240
22395271 MENNER, STEVEN 609 N NEWTON AVENUE GLEN ELLYN IL 60137 Primary SFR 360
22395693 LATZ, JEFFREY 91 ROSE COURT LEMONT IL 60439 Primary SFR 360
22397574 EYNON, JILL 2202 DECATUR PL NW WASHINGTON DC 20036 Primary SFR 360
22399497 QUARLES, REBECCA 4920 JOHN TICER DR ALEXANDRIA VA 22304 Primary SFR 360
22409213 JOHNSON, LELA 4333 CARL DR LISLE IL 60532 Primary SFR 360
22410807 HENNESSY, MATTHEW 17611 SPRINGWINDS D CORNELIUS NC 28031 Primary SFR 360
22411649 LOWRY, BRYAN 3700 FAVERO ROAD RICHMOND VA 23233 Primary SFR 360
22430417 KANE, THOMAS 25 OAKES RD RUMSON NJ 7760 Primary SFR 360
22439178 FLORES, ROBEN 7268 DEL NORTE DR GOLETA CA 93117 Primary SFR 360
22440549 NORTH, PATRICK 6192 N 29TH PL PHOENIX AZ 85016 Primary SFR 360
22440622 MURPHY, MICHAEL 7691 HIDDEN LAKE D HUDSONVILLE MI 49426 Primary SFR 360
22440663 REMSKI, JAMES 870 LAKEVIEW BIRMINGHAM MI 48009 Primary SFR 360
22441760 SMITH, DALE 114 OLD COUNTY LA EDWARDS CO 81632 Primary SFR 360
22442164 BROWN, ROBERT 341 RAWHIDE ROAD EDWARDS CO 81632 Primary SFR 360
22442263 JAMES, CAMILLE 1204 SUNNY ACRES R MAHOMET IL 61853 Primary SFR 360
22454342 HALFPENNY JR, BERNARD 117 CHESWOLD LN HAVERFORD PA 19041 Primary SFR 360
22460695 LODEN, WILLIAM 6586 LONE STAR LAN AUBREY TX 76249 Primary SFR 360
22466213 NOBLE, JAMES 11939 BROOKSTONE DR TRUCKEE TX 96161 Secondary PUD 360
22486120 KING, ROBERT 862 EAST 100 NORT SMITHFIELD UT 84335 Primary SFR 360
22489546 HUFF, JEFFREY 1210 43RD AVE GREELEY CO 80634 Primary SFR 360
22493878 GARCIA, PEGGY 6010 284TH WAY NE CARNATION WA 98014 Primary SFR 360
22495527 REED, SCOTT 9 REED HILL ROA GRANBY CT 6035 Primary SFR 360
22496434 CALLISTER, THOMAS 3689 CASHILL BLVD RENO NV 89509 Primary SFR 360
22498406 PADDON, JANET 5841 NAGLE AVENUE VAN NUYS CA 91401 Primary SFR 360
22499461 SPOERL, STEVEN 6 SQUIRE LANE ST CHARLES IL 60174 Primary PUD 360
22499750 SHEALY, ALAN 132 RED FOX TRAIL CHAPIN SC 29036 Primary SFR 360
22499875 DEKROUB JR, JOSEPH 3304 OUTBACK PUTNAM TWP MI 48169 Primary SFR 360
22500045 MACK, THOMAS 30400 SE HIGHWAY 212 BORING OR 97009 Primary SFR 360
22500342 BROWN, DOUGLAS 18008 BONHOMME BEND C CHESTERFIEL MO 63005 Primary PUD 360
22500433 VIGNAPIANO, LOUIS 597 PARKSIDE DR CHULA VISTA CA 91910 Primary SFR 360
22500599 COOPER, JAMES 1816 W THURDERHIL PHOENIX AZ 85045 Primary PUD 360
22500987 OMALLEY, MARY 4 INDIAN TERRAC LOCUS NJ 7760 Primary SFR 360
22502876 SEE, WILLIAM 3100 WOODBINE DRIVE COLUMBIA MO 65203 Primary PUD 360
22503387 OLSAN, MICHAEL 300 WATERLOO AVE BERWYN PA 19312 Primary SFR 360
22504914 FORS, ERIK 29 RAVEN ROAD NORTH OAKS MN 55127 Primary PUD 360
22507248 BROWN, PHILLIP 2000 HUNTERS FIELD R KIRKWOOD MO 63122 Primary SFR 360
22509723 HANSES, MARGARET 2637 BOHEMIAN HIGH OCCIDENTAL CA 95465 Primary SFR 360
22514939 ROMARY, MARK 4064 AMBER LANE PALM HARBOR FL 34685 Primary PUD 360
22517031 POWERS, DAVID 920 DRAKE RD GLENVIEW IL 60025 Primary SFR 360
22519052 GIBSON, TERRY 1425 HAWKSHEAD LANE LOUISVILLE KY 40220 Primary SFR 360
22521272 CHEESMAN, ANTHONY 2255 CAMINO DEL VE ALPINE CA 91901 Primary SFR 360
22521751 HAMMON, BARON 5412 CASTLEWOOD RO DALLAS TX 75229 Primary SFR 360
22521769 TOKUNAGA, SHAWN 475 E OXFORD ROAD BENNINGTON IL 60010 Primary SFR 360
22522536 RIFKIN, TED 1648 HERITAGE ROAD HESPERUS CO 81326 Primary SFR 360
22522957 TOTARO, DOMINIC 12309 CAROL DRIVE FULTON MD 20759 Primary SFR 360
22523047 HAGGERTY, JOSEPH 12636 GREENBRIAR RD POTOMAC MD 20854 Primary SFR 360
22524565 PENLEY, THOMAS 217 MIDDAUGH RD CLARENDON H IL 60514 Primary SFR 360
22526503 GREENBERG, CHARLES 1114 EMERALD HILLS EDMONDS WA 98020 Primary SFR 360
22529119 KELLER, JAMES 4145 SW 55TH AVE SEATTLE WA 98116 Primary SFR 360
22530547 SCHNEIDER, HENRY 1091 KEIM COURT GENEVA IL 60134 Primary SFR 360
22531842 EADY, CHARLES 2579 OTTER COURT LAFAYETTE CO 80026 Primary PUD 360
22532683 WRIGHT, DAVID 20868 WATERBEACH PLAC STERLING VA 20165 Primary PUD 360
22532816 LINDQUIST, MARY 5368 NW 43RD ST WASHINGTON DC 20015 Primary PUD 360
22533012 CURLETTA, JOSEPH 12245 S WARPAINT COURT PHOENIX AZ 85044 Primary PUD 360
22535199 RECHTIENE, JAMES 17 N MALLARD RD NORTH OAKS MN 55127 Primary SFR 360
22536700 PAULLIN, TERENCE 1026 ARDSLEY ROAD CHARLOTTE NC 28207 Primary SFR 360
22538185 VENKER JR, JAMES 410 OAKWOOD AVE WEBSTER GRO MO 63119 Primary SFR 360
22538516 TRUMPER, ROCCI 4377 WOODY CREEK L FORT COLLIN CO 80524 Primary PUD 360
22538656 CORDOVA, DAVID 2613 ANNAKAY CROSS MIDLOTHIAN VA 23113 Primary PUD 300
22538961 LOCKHART, KENNETH 26512 SE 135TH PL KENT WA 98042 Primary SFR 360
22540025 SMITH JR, BENNIE 11840 SPRING MANOR LA EADS TN 38028 Primary SFR 360
22541288 HARRELL, RONNEY 609 POLO RUN COVE COLLIERVILL TN 38017 Primary SFR 360
22544308 JORGENSEN, MITCHELL 4910 LINDEN TRAIL LAKE ELMO MN 55042 Primary SFR 360
22545792 PINO JR, PETER 5296 WEATHERWOOD T MARIETTA GA 30068 Primary PUD 360
22545842 STEWART, VIRGINIA 1604 RIVERVIEW DRI MARIETTA GA 30067 Primary Condo 360
22546097 HATTON, GARY 25350 GOLD HILLS DR CASTRO VALL CA 94546 Primary SFR 360
22546329 TAYLOR, MICHAEL 507 TIMBERLANE RO PIKE ROAD AL 36064 Primary SFR 360
22548002 FRIEDMAN, ROBERT 13732 CREEKSIDE DR SILVER SPRI MD 20904 Primary SFR 360
22549281 NICHOLS, DEAN 22290 N FOXTAIL DR KILDEER IL 60047 Primary SFR 360
22549679 BELTON, ALFREDA 10518 MOSS MILL LAN CHARLOTTE NC 28277 Primary PUD 360
22549893 KRALL, DENNIS 432 W ARCHER DRIVE PUEBLO WEST CO 81007 Primary SFR 360
22551402 SACK, DONNA 3939 LAKEVIEW DR SAND SPRING OK 74063 Primary SFR 360
22551428 FERNEYHOUGH, DAVID 11551 ALDER DRIVE TRUCKEE CA 96161 Primary SFR 360
22552087 HANNA, LONNIE 483 AGNEW ROAD MOORESVILLE NC 28115 Primary SFR 360
22552186 BRODEURJR, FREDERICK 4415 STONEBRIDGE D TRAVERSE CI MI 49684 Primary SFR 360
22552723 KING, JOE 7737 N VIA LAGUNA NI TUCSON AZ 85743 Primary SFR 360
22552822 YOUNG, DANNY 8176 JEFFERSON DRI CANAL WINCH OH 43110 Primary SFR 360
22553317 BRANDT, KENNETH 571 RIVER RD YARDLEY PA 19067 Primary SFR 360
22556872 GLOVER, TIFFANY 7414 95TH ST LUBBOCK TX 79424 Primary SFR 360
22557433 GALVIN, JOSEPH 889 OAKHILLS DR MONUMENT CO 80132 Primary PUD 360
22558456 QUGANA, PAUL 9420 MONTE MAR DRI LOS ANGELES CA 90035 Primary SFR 360
22558613 JULLIEN, CAROL 7703 WHITE WILLOW SPRINGFIELD VA 22153 Primary PUD 360
22558647 BEACH, W 2812 HABSBURG CIR MODESTO CA 95356 Primary SFR 360
22558977 JOYCE, CHRISTOPHER 1591 CHAPEL HILL D ALEXANDRIA VA 22304 Primary SFR 360
22559728 ESTERDAY, MICHAEL 3424 WOODMONT BLVD NASHVILLE TN 37215 Primary SFR 360
22560312 LALIOTIS, DEANY 4709 CHESTNUT STRE BETHESDA MD 20814 Primary SFR 360
22561021 MCGOVERN, AUSTIN 1463 COUNTY LINE R BRYN MAWR PA 19010 Secondary SFR 360
22561724 BYRD, DENNIS 5 TANGLEWOOD CO HAWTHORN WO IL 60047 Primary SFR 360
22564108 KOLLEK, ERVIN 4305 AARON SOSEBEE CUMMING GA 30040 Primary SFR 360
22564579 OHMAN, RICHARD 13731 DUNTON FORT WAYNE IN 46845 Primary PUD 360
22569065 WILHELMS, PAUL 74 FREDERICK LAN ST LOUIS MO 63122 Primary SFR 360
22570089 DENSLOW, SUZETTE 614 SUMMERWIND CIRC NASHVILLE TN 37215 Primary PUD 360
22570329 GENTILE, JOHN 54 RIVER DRIVE ANNAPOLIS MD 21403 Primary SFR 360
22571236 STAPLES, RICHARD 1606 NORAL PLACE ALEXANDRIA VA 22308 Primary SFR 360
22571590 BOWLES, ROGER 1801 RAVEN HILL COUR KNOXVILLE TN 37922 Primary PUD 360
22571871 PORTER, W 2106 STAMFORD LANE AUSTIN TX 78703 Primary SFR 360
22571947 EDESESS, MICHAEL 2023 E 3RD AVE DENVER CO 80206 Primary SFR 360
22571954 YELVERTON JR, RICK 102 GREEN DRIVE JACKSON MS 39211 Primary SFR 360
22572051 KHORSANDI, MEHDI 3475 CORTE CURVA CARLSBAD CA 92009 Secondary PUD 360
22572226 SACKETT, DAVID 707 KAHN PLACE ALEXANDRIA VA 22314 Primary SFR 360
22572358 SIMLICK, ANDREW 7123 RANCHO VERDE LOOMIS CA 95650 Primary SFR 360
22572721 PETERSON, DAVID 8590 NORTH SHORE T FOREST LAKE MN 55025 Primary SFR 360
22573026 AHLMAH, JAY 934 WINSLOW CIRCL GLEN ELLYN IL 60137 Primary SFR 360
22573075 FAIRCLOTH, JOHN 6808 BRIARMEADOWS MEMPHIS TN 38120 Primary SFR 360
22573323 SMITH, JULIUS 924 YEARLING WAY NASHVILLE TN 37221 Primary SFR 360
22574404 HARVEY, LAWRENCE 2378 TRANQUILITY L GREEN COVE FL 32043 Primary SFR 360
22574545 OFIESH, BRENDA 16217 WARMUTH RD CANYON COUN CA 91351 Primary SFR 360
22575484 MOREHEAD, JOHN 3702 DARTMOUTH AVE DALLAS TX 75205 Primary SFR 360
22576318 STOECKER, MICHAEL 503 MALINMOR DRIV ST CHARLES MO 63304 Primary PUD 360
22576847 SANDERS, PAUL 821 MICHIGAN AVE EVANSTON IL 60202 Primary Condo 360
22577191 SMALL, STUART 170 ALCAZAR EDWARDS CO 81632 Secondary PUD 360
22577290 MCMASTERS, ELIZABETH 7201 ORCHARD VALLE BULL VALLEY IL 60050 Primary SFR 360
22577316 HOLMES, EUGENE 6330 WATERFORD DRIVE BRENTWOOD TX 37027 Primary SFR 360
22577522 GOLDBERG, MICHAEL 7322 AYNSLEY LANE MCLEAN VA 22102 Primary PUD 360
22577647 WILLIAMS JR, JAMES 308 MILL STONE RO CHESAPEAKE VA 23322 Primary SFR 360
22577696 HEDSTROM, JUDITH 7811 EXETER RD BETHESDA MD 20814 Primary SFR 360
22578470 GOODSELL, CRAIG 5307 TAYSIDE CIRCLE COLUMBIA MO 65203 Primary SFR 360
22578553 ROARK, KURT 12160 E QUESADA PLAC TUCSON AZ 85749 Primary SFR 360
22578777 DAVIDSON, MARK 4605 MONTVIEW BLVD DENVER CO 80207 Primary SFR 360
22579478 BOOGAARD, STEVEN 1288 W CHAPEL RIDGE SOUTH JORDA UT 84095 Primary SFR 360
22579767 SONG, DANIEL 10400 BRECKINRIDGE FAIRFAX VA 22030 Primary SFR 360
22579916 DIFELICIANTON, JOHN 7 GREENBRIER CT VOORHEES NJ 8043 Primary SFR 360
22580500 CUNDARI, STEVEN 910 WATER GROVE C ROSWELL GA 30075 Primary SFR 360
22581268 WARTBURG, RONALD 4107 VISTA CREEK C ARLINGTON TX 76016 Primary SFR 360
22581292 HIDALGO, JESSE 820 MOUNT EVANS C LOUISVILLE CO 80027 Primary PUD 360
22581417 ASHLEY, WILLIAM 475 CRESTWOOD COV COPPELL TX 75019 Primary PUD 360
22581532 COLEMAN, BERNARD 5917 MASTERSON DR PLANO TX 75093 Primary PUD 360
22581896 LAYTON, TODD 3800 HIBBS STREET PLANO TX 75025 Primary PUD 360
22581995 DAMIANO, EVA 16182 PITMAN LN HUNTINGTON CA 92647 Primary SFR 360
22582274 MORETON, WILLIAM 1040 WOODFIELD ESTAT TOWN AND CO MO 63017 Primary PUD 360
22582290 ANDERSON, EDWIN 52 WALSH AVENUE STONEHAM MA 2180 Primary SFR 300
22585186 FLOTH, MARTY 17260 CORNERSTONE L PARKER CO 80134 Primary PUD 360
22585491 PORPORIS, JOHN 407 STALLION HILL CHESTERFILE MO 63005 Primary SFR 360
22586150 ALAIMO, VINCENT 14482 THREE OAKS TE MONTPELIER VA 23192 Primary PUD 360
22586192 PINKARD, KATHRYN 624 ELM STREET PETALUMA CA 94952 Primary SFR 360
22587091 CRAIG, J 877 HOLLY DRIVE ANNAPOLIS MD 21401 Primary SFR 360
22587729 JASKOT, JOHN 1935 TRISTAN DR SMYRNA GA 30080 Primary PUD 360
22588438 COUILLARD, MICHAEL 14810 ROLLER COASTE COLORADO SP CO 80921 Primary SFR 360
22589253 GOLDEN, LEONARD 3234 PACES MILL RO ATLANTA GA 30339 Primary SFR 360
22589337 HILL, JAMES 10 RANGE ROAD NAHANT MA 1908 Primary SFR 360
22589550 BRINKER, JEFFERY 171 LADUE OAKS CT ST. LOUIS MO 63141 Primary PUD 360
22590004 SCHMITT, WILLIAM 7181 DADA DR GURNEE IL 60031 Primary SFR 360
22590012 TERP, DAVID 7905 CAP ROCK ROAD PLANO TX 75025 Primary PUD 360
22590160 DELFINO, ANTHONY 26839 WALNUT LANE CLOVERDALE CA 95425 Primary SFR 360
22590566 RAYBORN, TODD 231 26TH AVENUE SAN MATEO CA 94403 Primary SFR 360
22590962 COON III, RICHARD 11495 E TOMICHI DRIVE FRANKTOWN CO 80116 Primary SFR 360
22591093 ROACH, JAMES 1415 MALLARD LANE HOFFMAN EST IL 60192 Primary SFR 360
22591200 KUCHARIK, LARRY 834 COLUMBIAN AVE OAK PARK IL 60302 Primary SFR 360
22591440 SLOTNICK, MARSHA 97 PARKER ST NEWTON MA 2159 Primary SFR 360
22591556 GOULD, CASEY 730 PLATT LANE PALMER LAKE CO 80133 Primary SFR 360
22592364 MCKELVEY, RANDY 306 APPLECROSS DR FRANKLIN TN 37064 Primary PUD 360
22592927 THOMAS, JOHN 4952 GRAVENSTEIN H SEBASTOPOL CA 95472 Primary SFR 360
22593065 WILLIS, RALPH 4201 E CLAREMONT ST PARADISE VA AZ 85254 Primary PUD 360
22593156 CLARKE, GREGG 218 CENTER STREET SAN RAFAEL CA 94901 Primary SFR 360
22593545 ROCHELLE SR, JACK 190 STONE CREEK RAN MCGREGOR TX 76657 Primary SFR 360
22594204 ATWOOD, ROBERT 837 HARVARD PLACE CHARLOTTE NC 28207 Primary SFR 360
22594733 ZABYTKO, STANLEY 40 MILLRACE LANE ROCKLAND DE 19372 Primary PUD 360
22594964 LOVVORN, H 4413 WARNER PLACE NASHVILLE TN 37205 Primary SFR 360
22595045 MITZNER, ADAM 12 NORTH WARD AV RUMSON NJ 7760 Primary SFR 360
22595193 GIGLIO, GARY 6619 EDLOE ST HOUSTON TX 77005 Primary PUD 360
22595359 PICKEL, ROBESON 2772 DOVER ROAD ATLANTA GA 30327 Primary SFR 360
22595391 RAINONE JR, JOHN 3717 BENT GRASS WA FLOWER MOUN TX 75215 Primary PUD 360
22595888 RIX, ROBERT 4120 BEACON PLACE DISCOVERY B CA 94514 Primary SFR 360
22595912 PANADERO, ENCARNACION 19430 DEHAVILLAND C SARATOGA CA 95070 Primary SFR 360
22596118 HOBERG, JON 10933 178TH PLACE N REDMOND WA 98052 Primary PUD 360
22596209 GARNER, SHAWN 119 CORONA ST SAN FRANSCI CA 94127 Primary PUD 360
22596886 GALASSI, PETER 5255 VIA BRUMOSA YORBA LINDA CA 92886 Primary PUD 360
22596951 BRANDT, LEE 17861 179TH TRAIL W LAKEVILLE MN 55044 Primary SFR 360
22597181 LAU, PHILIP 16309 MILLAN DR AVI TAMPA FL 33613 Primary PUD 360
22597504 HAMILTON, ROBERT 1516 LITTLEFIELD C LAKE FOREST IL 60045 Primary SFR 360
22597975 VAN DEVENTER, STEVEN 9 S 252 NAPER BLV NAPERVILLE IL 60565 Primary SFR 360
22598098 BOURKE, PETER LOTC-5 CUSCOWILLA EATONTON GA 31024 Secondary PUD 360
22598106 SITEK, DAVID 6206 NW 113TH COURT MIAMI FL 33178 Primary SFR 360
22598544 FALES, DAVID 31071 PRARIE RIDGE GREEN OAKS CO 60048 Primary SFR 360
22598569 MCLEAN, DONNIE 800 SIESTA KEY CIRC SARASOTA FL 34242 Primary SFR 360
22598700 DETMER, CHARLES 472 WHITE ASH DRI GOLDEN CO 80403 Primary SFR 360
22598759 GRANT, ROBERT 1006 LAKE FOREST DRI SOUTHLAKE TX 76092 Primary SFR 360
22598965 KARP, LAWRENCE 2128 SUTTON PLACE PLANO TX 75093 Primary PUD 360
22599260 FRANCESCONI, ROBERT 2432 FAWN LAKE CIR NAPERVILLE IL 60564 Primary PUD 360
22599294 THOMAS, WILLIAM 11611 S 70TH EAST AVE BIXBY OK 74008 Primary SFR 360
22599310 HICKEY, BENJAMIN 3 W SEAVIEW AVE SAN RAFAEL CA 94901 Primary SFR 360
22599674 WALTON, GREG 14607 WOODLAKE TRACE LOUISVILLE KY 40245 Primary SFR 360
22599872 MCFAYDEN, SHANNON 2200 PINEWOOD CIRC CHARLOTTE NC 28211 Primary SFR 360
22599906 DURANT, RICHARD 4380 LAUREL GROVE SUWANEE GA 30024 Primary PUD 360
22600217 RENNER, JEFF 5130 APPLE GROVE CUMMING GA 30040 Primary PUD 360
22600407 GREER, ANTHONY 2714 SWEET MAPLE COV GERMANTOWN TN 38139 Primary SFR 360
22600597 WHITTEN, J 9484 WATERFALL ROA BRENTWOOD TN 37027 Primary SFR 360
22600712 ROSE, MARTHA 1009 NOVARA STREET SAN DIEGO CA 92107 Primary SFR 360
22600860 CUNNINGHAM SU, GAIL 2900 BUTLER ROAD GLYNDON MD 21071 Primary SFR 360
22601025 NAUMANN, R 3400 WALSTON LANE CHARLOTTE NC 28211 Primary SFR 360
22601173 PRYZYBLYSKI, JOHN 4050 BLOOMFIELD RD SEBASTPOL CA 95472 Primary SFR 360
22601298 TANNER, DANA 2922 MADREY LANE HAMPTON COV AL 35763 Primary SFR 360
22601306 BICKLEY, JEFFERY 3757 ANGUS WAY PLEASANTON CA 94588 Primary SFR 360
22603021 HOLMES, WARREN 1145 SHERIDAN ROAD HIGHLAND PA IL 60035 Primary SFR 360
22603161 WILCOX, DONALD 4017S 50TH AVE SEATTLE WA 98118 Primary SFR 360
22603427 CARROLL, DENNIS 19420 NE 65TH AVE KENMORE WA 98028 Primary SFR 360
22603765 SLOMSKI, DOUGLAS 814 RIDGELAWN TRA BATAVIA IL 60510 Primary SFR 360
22604250 CHEN, WUN 36214 CRYSTAL SPRIN NEWARK CA 94560 Primary PUD 360
22604359 WINDER, ROBERT 6533 PARNELL AVE EDINA MN 55435 Primary SFR 360
22604383 WANG, YI 14043 E FAIR AVE ENGLEWOOD CO 80111 Primary SFR 360
22604441 SCHLEGL, PAUL 524 OVERLOOK TERRAC EUREKA MO 63025 Primary PUD 360
22604896 RAMOS, WILLIAM 6119 ELLA LEE LANE HOUSTON TX 77057 Primary SFR 360
22604979 REDDEN, EUGENE 6313 BERKSHIRE DR BETHESDA MD 20814 Primary PUD 360
22604995 COHEN, DAVID 11201 POPES HEAD RO FAIRFAX VA 22030 Primary SFR 360
22605091 JOHNS, PAMELA 2955 SACKETT STREE HOUSTON TX 77098 Primary SFR 360
22605133 FIREY, MICHAEL 2817 HUNT VALLEY D GLENWOOD MD 21738 Primary SFR 360
22605513 MANN III, JAMES 3420 SANDSTONE COURT LAKE IN THE IL 60102 Primary SFR 360
22605539 WILCOX, ELLEN 712 S PHILIP STR PHILADELPHI PA 19147 Primary SFR 360
22605562 THEISS, JOHN 4315 LAKEWAY BOULE LAKEWAY TX 78734 Primary PUD 360
22605901 CAMPANILE, NICHOLAS 19202 ARIA CR BROOKEVILLE MD 20833 Primary SFR 360
22606214 LAKE, HOWARD 8121 AMSTERDAM GAINESVILLE VA 20155 Primary SFR 360
22606289 KEENAN, PATRICIA 2336 WILD TIMOTHY NAPERVILLE IL 60564 Primary SFR 360
22606404 RANKIN, JEFFREY 28435 N CALEX DRIVE VALENCIA CA 91354 Primary PUD 360
22606651 GOOLSBY JR, THOMAS 812 FOREST HILLS WILMINGTON NC 28403 Primary SFR 360
22606735 DUNKERLEY, JAMES 5507 BRYAN STREET DALLAS TX 75206 Primary SFR 360
22607329 JOHNSON, CARL 9403 FERRY LANDING ALEXANDRIA VA 22309 Primary SFR 360
22607428 STAMPS, RICKIE 3888 FEEDWIRE ROAD DAYTON OH 45440 Primary SFR 360
22607444 ROTHSCHILD, RICHARD 1721 WAGNER RD GLENVIEW IL 60025 Primary SFR 360
22607592 ZILLES, MARIE 19 21 JENISON STRE NEWTON MA 2460 Primary SFR 360
22608228 SKVARK, JULIA 36 LAKESIDE DR CORTE MADER CA 94925 Primary SFR 360
22608798 TARBERT, TODD 7 NEWPORT KEY BELLEVUE WA 98006 Primary SFR 360
22609317 NUGENT, JOHN 1190 ALTDORF TRAIL INCLINE VIL NV 89451 Primary SFR 360
22609861 POTTS, JEFFREY 3109 DEEP SPRINGS PLANO TX 75025 Primary SFR 360
22610968 BUDD, CAROL 4638 WYNMEADE PARK MARIETTA GA 30067 Primary SFR 360
22611040 YOUNG, WILLIAM 4216 HOWARD WESTERN SPR IL 60558 Primary SFR 360
22611644 GILLESPIE, MICHAEL 5703 FIG WAY ARVADA CO 80002 Primary PUD 360
22611685 KUNKEL, JEFFREY 26W071 QUAIL RUN DRI WHEATON IL 60187 Primary SFR 360
22612253 ROBINSON, BILL 13515 CHRISTOPHER DRI LITTLE ROCK AR 72212 Primary SFR 360
22612279 KELLER, ROBERT 5401 N SURF ROAD HOLLYWOOD FL 33019 Primary SFR 360
22612303 ORI, RICHARD 854 ELLEN WAY LIBERTYVILL IL 60048 Primary PUD 360
22612345 MATHEWS, WYATT 327 SUMMERTREE DRIV LIVERMORE CA 94550 Primary SFR 360
22612386 KEAN, CHRISTOPHER 3240 PINEHURST CR COLORADO SP CO 80908 Primary SFR 360
22612469 KRICHMAR, RICHARD 18467 GLADSTONE BLV MAPLE GROVE MN 55311 Primary SFR 360
22612733 YOHN, LYNN 14004 INDIAN RUN DR DARNESTOWN MD 20878 Primary SFR 360
22613186 HUGHES, DAMON 9385 158TH AVENUE BRIGHTON CO 80601 Primary PUD 360
22613418 MILLER, MICHELLE 10375 MOOSE ROAD ROSEMARK TN 38053 Primary SFR 360
22613475 ROBICHAUD, STEVEN 5772 PARKE CIRCLE RANCHO CUCA CA 91739 Primary PUD 360
22613491 AUTRY, ANDREW 8901 FOREST RIDGE CO CORDOVA TN 38018 Primary SFR 360
22613830 STEFANOVICH, STEVEN 2412 AVALON CT AURORA IL 60504 Primary SFR 360
22614267 LEE, RICHARD 3569 NE STANTON ST PORTLAND OR 97212 Primary SFR 360
22614416 LAU, KAM 12700 GREENBRIAR RD POTOMAC MD 20854 Primary SFR 360
22614754 DOLAN, THOMAS 237 SHELLEY AVE CAMPBELL CA 95008 Primary SFR 360
22614796 MCKELVEY, DOUGLAS 26210 ROYAL OAK ROYAL OAK MD 21662 Primary SFR 360
22615017 FERGUSON, KEVIN 14311 CLUB CIRCLE ALPHARETTA GA 30004 Primary PUD 360
22615108 AMBULOS, GREGORY 4436 FAIRFAX AVENU HIGHLAND PA TX 75205 Primary SFR 360
22615124 HAYDEN, COLBY 4500 FAWN TRAIL LOVELAND CO 80537 Primary SFR 360
22615421 MURPHY, THOMAS 2463 COPPER BEECH DR ST LOUIS MO 63131 Primary PUD 360
22616114 FISHER, CAREY 13521 SILENT LAKE D CLARKSVILLE MD 21029 Primary SFR 360
22616338 SPAETH, DAVID 3627 OLDE DOMINION BRIGHTON MI 48114 Primary SFR 360
22616700 HARDIMAN, ROBERT 1106 ROUNDHOUSE LA ALEXANDRIA VA 22314 Primary PUD 360
22617054 KOSLOFF, SANDY 2290 N 79TH PLACE SCOTTSDALE AZ 85255 Primary PUD 360
22617161 KRAJELIS, WILLIAM 146 TENNYSON WHEATON IL 60187 Primary SFR 360
22617179 MAZZAPICA, PAUL 5477 LOCKPORT CT PALM HARBOR FL 34685 Primary SFR 360
22617302 MANSFIELD, STEVEN 19426 CARRIGER ROAD SONOMA CA 95476 Primary SFR 360
22617310 YAMOMOTO MD, DAVID 1002 ELDORADO DR SUPERIOR CO 80027 Primary SFR 360
22617716 COOK, DENNIS 564 N REDWOOD AVE SAN JOSE CA 95128 Primary SFR 360
22617773 STRAHL, ALLEN 329 SUN VALLEY DR MAPLE GLEN PA 19002 Primary SFR 360
22618011 KRAFT, ARTHUR 700-706 CARLISL WOODSTOCK IL 60098 Investor 4-Family 360
22618029 SEEBERG, JOHN 7037 NORTH MENDOTA CHICAGO IL 60646 Primary SFR 360
22618128 BANITT, PETER 3365 SW 66TH AVE PORTLAND OR 97225 Primary SFR 360
22618219 ORENBERG, WILLIAM 12 SHUMAN RD MARBLEHEAD MA 1945 Primary SFR 360
22618268 LUNDGREN, EDWARD 902 N FAIRBROOK DRI WAUNAKEE WI 53597 Primary SFR 348
22618888 LOWRY, DAVID 6000 DOLVIN LANE BUFORD GA 30518 Primary SFR 360
22619282 BRAATZ, JONATHAN 3109 PEACH TREE DR ATLANTA GA 30305 Primary SFR 360
22619498 COYLE, MAUREEN 15 WOODBROOK LN SWARTHMORE PA 19081 Primary SFR 360
22619860 LOEBER, MARTIN 9215 SCHOOLHOUSE R SAN ANTONIO TX 78255 Primary PUD 360
22620637 HEADLEY, DOUGLASS 7293 S URAVAN COURT FOXFIELD CO 80016 Primary SFR 360
22620884 KIM, SUNG 2112 EARNSLOW DRIV LA CANADA-F CA 91011 Primary SFR 360
22621031 SPRADLIN, MICHAEL 20500 W 95TH LENEXA KS 66220 Primary PUD 360
22621056 OSBORNJR, MARTIN 5413 GRANADA WAY CARPINTERIA CA 93013 Primary SFR 360
22621395 FEIN, DOUGLAS 4 ARVIDA DRIVE PENNINGTON NJ 8534 Primary SFR 360
22621510 PFAENDLER, MARYANN 1525 CEDAR STREET SAN CARLOS CA 94070 Primary SFR 360
22621528 RABIN, HARRY 37 HUMPHREY ROAD SANTA BARBA CA 93108 Primary SFR 360
22621775 HOLLIS, JOHN 447 LEVERETT LANE HIGHLAND HE OH 44143 Primary SFR 360
22621866 MOHLMAN JR, DONALD 10801 S 237TH STREET GRETNA NE 68028 Primary SFR 360
22622096 WINTERFELD, KEVIN 4664 SE 242ND AVE ISSAQUAH WA 98029 Primary SFR 360
22622195 SCHEINER, SUZANNE 1380 GREENWICH ST SAN FRANCIS CA 94109 Primary Condo 360
22622476 ROTER, CHARLES 5205 SOUTHERN HILL FRISCO TX 75034 Primary PUD 360
22622484 YEE, EDDIE 318 COMMANDER LN REDWOOD CIT CA 94065 Primary SFR 360
22622492 DOLLAR JR, WENDELL 1635 VAN HORNE LN REDONDO BEA CA 90278 Primary SFR 360
22622690 GREIG, DOUGLAS 16 DORCHESTER DR MT VIEW CA 94043 Primary SFR 360
22623144 SHELTON, JEFFREY 912 PARK CREST CI VESTAVIA HI AL 35242 Primary PUD 360
22623151 COLE, BERTRAM 8405 BECKET CIRCLE PLANO TX 75024 Primary SFR 360
22623185 MYERS, MARK 2892 FLORENCE RD WOODBINE MD 21797 Primary SFR 360
22623243 KRICK, PAUL 24 OXFORD AVE CLARENDON H IL 60521 Primary SFR 360
22623250 SPRINGER, ROBERT 846 MONROE RIVER FORES IL 60305 Primary SFR 360
22623292 WOHLGEMUTH, HERMAN 304 WILLIAM FALLS CANTON GA 30114 Primary PUD 360
22623524 CARROLL, SCOOTT 6080 HEARDS CREEK ATLANTA GA 30328 Primary SFR 360
22623540 HOWELL, STEVEN 5407 S IDALIA WAY AURORA CO 80015 Primary PUD 360
22623631 SHEPARD JR, BOBBY 2517 ROSEGATE LANE CHARLOTTE NC 28270 Primary SFR 360
22623755 DUARA, PRASENJIT 5718 S KIMBARK AVENU CHICAGO IL 60637 Primary SFR 240
22624118 BLUM, MICHAEL 2053 MAGNOLIA RIDG BIRMINGHAM AL 35243 Primary SFR 360
22624217 TEPLINSKY, HOWARD 2063 JORDAN TERRAC BUFFALO GRO IL 60089 Primary SFR 360
22624324 CULVER, JAMES 8813 QUIET STREAM POTOMAC MD 20854 Primary SFR 360
22624431 RANNEY, RYAN 2891 TEXAS AVENUE SIMI VALLEY CA 93063 Primary SFR 360
22624647 TOTH, TERRENCE 411 N LINCOLN HINSDALE IL 60521 Primary SFR 360
22624696 DUNCAN, CARL 801 MCALISTER ROA BIG BEAR LA CA 92315 Primary SFR 360
22624795 BIBEAU, NEAL 416 BOXWOOD RD ROSEMONT PA 19010 Primary SFR 360
22625024 LEE, SUSAN 16246 ALPINE PLACE LA MIRADA CA 90638 Primary PUD 360
22625651 FIELDS, MICHAEL 2013 HIGHLAND AVEN WILMETTE IL 60091 Primary SFR 360
22625974 STEINBERG, MARK 1121 PEACOCK CREEK CLAYTON CA 94517 Primary SFR 360
22626022 MITCHELL, MARK 262 MIDDLE RD SANTA BARBA CA 93108 Primary SFR 360
22626105 BELMONT, ROBERT 9 SPINDRIFT PAS CORTE MADER CA 94925 Primary SFR 360
22626154 BROWN, ANDREW 1233 RINCON AVENUE LIVERMORE CA 94550 Primary SFR 360
22626238 COUTURE, PHILIP 12659 S HILLSIDE DR. PALOS PARK IL 60464 Primary SFR 360
22626295 HIATT, WILLIAM 3203 GROSBEAK CT DAVIS CA 95616 Primary SFR 360
22626451 HIGHFILL, RICKY 1838 RIVER RIDGE NAPERVILLE IL 60565 Primary SFR 360
22626469 SITTIO, CARL 15414 NE 152ND PLACE WOODINVILLE WA 98072 Primary SFR 360
22626584 PETERSON, ROBERT 19606 NW REEDER RD PORTLAND OR 97231 Primary SFR 360
22626667 RITCHIE JR, THOMAS 90 MOUNTAIN AVEN BIRMINGHAM AL 35213 Primary SFR 360
22626733 WALL, MURRAY 5309 MANDRAKE COUR RALEIGH NC 27613 Primary PUD 360
22626873 HAZEN II, JOHN 1141 WESTBANK RD GLENWOOD SP CO 81601 Primary PUD 360
22626907 SHERWOOD, JAMES 1583 BIERSTADT COU EVERGREEN CO 80439 Primary PUD 360
22627160 SCHAAP, JAMES 2765 W LAKE RIDGE SH RENO NV 89509 Primary SFR 360
22627384 HICKMAN, JOHN 4635 DRIFTWOOD DRI FRISCO TX 75034 Primary PUD 360
22627574 LAUDERDALE, JAMES 9786 BAY HILL DRIV LONE TREE CO 80124 Primary PUD 360
22627830 HENDREN, HOWARD 11817 MOUNTBATTEN W RALEIGH NC 27613 Primary PUD 360
22627848 BELLSR, BCLAYTON 6223 LOMO ALTO DRI UNIVERSITY TX 75205 Primary SFR 360
22627855 JACKSON JR, WILLIAM 11232 COLONIAL COUN CHARLOTTE NC 28277 Primary PUD 360
22628473 HOBBS, RODNEY 2203 STANFORD COUR MCKINNEY TX 75070 Primary PUD 360
22628507 SILVER, THOMAS 26 LOCKE LANE MILL VALLEY CA 94941 Primary SFR 360
22628549 BEAVERS, CHARLES 217 BODEGA AVE PETALUMA CA 94952 Primary SFR 360
22628580 SCHWARTZ, JONATHAN 817 MARIN DR MILL VALLEY CA 94941 Primary SFR 360
22628713 BREWER, JOHN 762 DE HARO ST SAN FRANCIS CA 94107 Primary SFR 360
22628739 MELTON, KEITH 320 VISTA DE VALL MILL VALLEY CA 94941 Primary SFR 360
22628754 KING, LARRY 517 OAK ST PETALUMA CA 94952 Primary SFR 360
22628879 KWAN, SIMON 792 SIGMUND RD NAPERVILLE IL 60563 Primary SFR 360
22628945 GRAY, DAVID 2274 EAGLES NEST DRI LAFAYETTE CO 80026 Primary PUD 360
22629042 BARONE, MARK 77 DOMINGA AVE FAIRFAX CA 94930 Primary SFR 360
22629570 MUELLER, RONALD 27047 RIGBY LOT ROA EASTON MD 21601 Secondary SFR 360
22630123 HARDIE, JOHN 4701 WINDSOR RIDGE IRVING TX 75038 Primary PUD 360
22630388 PARVANEH, SHAHNAZ 906 EL RANCHO DR SANTA CRUZ CA 95060 Primary SFR 360
22630503 FAVIA, PHILLIP 1731 TANAGER WAY LONG GROVE IL 60047 Primary SFR 360
22630750 SHAMUS III, MICHAEL 12405 DUNCANNON PLACE GLEN ALLEN VA 23060 Primary PUD 360
22630883 DEPALO JR, MICHAEL 5214 E BLUEFIELD AVE PHOENIX AZ 85254 Primary PUD 360
22631014 ANDREW, JOHN 1750 HYGEIA AVE ENCINITAS CA 92024 Primary SFR 360
22631287 POKORA, MICHAEL 3818 EAGLE DRIVE NAPERVILLE IL 60564 Primary SFR 360
22631295 GREEN, LAWRENCE 254 DIAMOND A RAN CARBONDALE CO 81623 Primary PUD 360
22631394 VACCARO, JOHN 1466 PALISADES DRI PACIFIC PAL CA 90272 Primary SFR 360
22631519 BRUNO, RICHMOND 1370 OAK KNOLL DR SAN JOSE CA 95129 Primary SFR 360
22631550 WORTHINGTON, SCOTT 6990 SWAN RD COLORADO SP CO 80908 Primary SFR 360
22631873 GRAULICH, GREGORY 12468 E GOLD DUST AVE SCOTTSDALE AZ 85259 Primary SFR 360
22631980 BRANNAN, WILLIAM 3210 CRYSTAL HEIGH SOQUEL CA 95073 Primary SFR 360
22632434 SMALL, TOMMY 40815 WOODSIDE PL LEESBURG VA 20475 Primary SFR 360
22632475 CLEGG JR, ALBERT 6907 EDGE WATER DR MCKINNEY TX 75070 Primary PUD 360
22632608 BROWN, DONALD 129 HARVEST CIRCL WILLIAMSBUR VA 23185 Primary PUD 360
22632616 SMITH JR, KENNETH 1507 VALLEYWOOD TR MANSFIELD TX 76063 Primary PUD 360
22632657 BAUM, MAX 620 GREEN BAY RD HIGHLAND PA IL 60035 Primary SFR 360
22632673 SHIN, JAMES 406 WICKHAM LANE SOUTHLAKE TX 76092 Primary PUD 360
22633267 BEATTY, JAMES 24418 N 85TH ST SCOTTSDALE AZ 85255 Primary SFR 360
22633325 PILANO, MARK 1016 TIMBER NECK M CHESAPEAKE VA 23320 Primary SFR 360
22633465 BURCHELL, MICHAEL 6518 DARNALL ROAD BALTIMORE MD 21204 Primary SFR 360
22633911 DURKIN, WILLIAM 6224 WALHONDING RO BETHESDA MD 20814 Primary SFR 360
22634497 HARKELROAD, JAMES 1816 WEST RACE CHICAGO IL 60622 Primary SFR 360
22634687 DAVIS, PETER 17901 MAPLEHILL RD WOODLAND MN 55391 Primary SFR 360
22634711 DRAKE, MICHAEL 19310 BRETON PLACE MONUMENT CO 80132 Primary SFR 360
22634778 PODBIELSKI, FRANCIS 212 MAPLEWOOD RIVERSIDE IL 60546 Primary SFR 360
22635239 GOLDMAN, OLEG 1491 GLACIER DR SAN JOSE CA 95118 Primary SFR 360
22635262 BATINA, ANDREW 6417 APACHE DRIVE INDIAN HEAD IL 60525 Primary SFR 360
22635395 JARVIS, LEO 189 SAN MARINO DR SAN RAFAEL CA 94901 Primary SFR 360
22635460 IRVING, RAYMOND 4 HARRIS HILL R NOVATO CA 94947 Primary SFR 360
22636955 MORITZ, STEVEN 10786 WEYBURN AVENU LOS ANGELES CA 90024 Primary SFR 360
22637037 ROCHE, JAMES 3002 SHERBROOKE PL IJAMSVILLE MD 21754 Primary PUD 360
22637128 MONES, PAUL 3411 NW THURMAN ST PORTLAND OR 97210 Primary SFR 360
22637276 FARZAD, NASSER 10021 CHARTWELL MAN POTOMAC MD 20854 Primary SFR 360
22637656 LANG, ONNIE 5365 ELROSE DR SAN JOSE CA 95124 Primary SFR 360
22637680 ESPINOLA, JOSEPH 2047 CHANTICLEER A SANTA CRUZ CA 95062 Primary SFR 360
22638126 TAKIS, WILLIAM 914 RAIL CT MCLEAN VA 22102 Primary SFR 360
22638258 ALBRECHT, GEORGE 39W609 CARL SANDBURG ST CHARLES IL 60175 Primary SFR 360
22638316 JONES, MICHAEL 4824 SANDESTIN DRI DALLAS TX 75287 Primary SFR 360
22638746 ISKANDER, ROBERT 36262 CRYSTAL SPRIN NEWARK CA 94560 Primary PUD 360
22638761 CARMIGNANI, ROBERT 7 HANSEL RD NEWTOWN PA 18940 Primary SFR 360
22638787 DAVIS, STEPHEN 320 SETTLERS COU AMBLER PA 19002 Primary SFR 360
22638811 THRASHER, TALBOT 4630 JETT ROAD ATLANTA GA 30327 Primary SFR 360
22639330 NORTHCUTT, RICHARD 4916 IMPERIAL ST BELLAIRE TX 77401 Primary SFR 360
22639538 HOSKINS, MICHAEL 304 A SURREY LN LAKE FOREST IL 60045 Primary SFR 360
22639983 BIGELOW, SHARON 32300 E US HIGHWAY 40 STEAMBOAT S CO 80487 Primary SFR 360
22640668 PAPPAS, JAMES 32 ROYAL VALE DR OAKBROOK IL 60523 Primary SFR 360
22640924 JEFFE, DOUGLAS 6314 SENFORD AVE LOS ANGELES CA 90056 Primary SFR 360
22641138 BLESER, SCOTT 10396 BLACK BIRCH D DAYTON OH 45458 Primary SFR 360
22641435 BAUER, PAUL 18 WILDWOOD DRIV BEDFORD MA 7130 Primary SFR 360
22641443 PEASE JR, JOHN 2207 HUNTFIELD COU GAMBRILLS MD 21054 Primary SFR 360
22641666 MARBURGER, JAY 135 WILLOW WAY ROSWELL GA 30076 Primary SFR 360
22641971 MCDANIEL III, MACK 85 HIGHLANDS RID OXFORD GA 30054 Primary SFR 360
22642151 SEIDLITZ, SURRELL 604 SILVERSTONE C SLIVER SPRI MD 20905 Primary SFR 360
22642284 ODONNELL, MATTHEW 3737 LAUREL WAY REDWOOD CIT CA 94062 Primary SFR 360
22642391 CANTRELL, DAN 1142 BRIGHTON CRES BELLINGHAM WA 98226 Primary SFR 360
22642441 NIX JR, JAMES 11145 ASHBROOK LANE INDIAN HEAD IL 60525 Primary PUD 360
22642904 SINGH, SWARNJIT 18208 N 50TH STREET PHOENIX AZ 85254 Primary PUD 360
22643639 FERRARIS, PATRICIA 7633 N HUMMINGBIRD L PARADISE VA AZ 85253 Primary SFR 360
22643928 HOOPER, ROBERT 66 FRONT ST KEY WEST FL 33040 Secondary SFR 360
22644090 PARSONS, W 241 SAXON LN BOWLING GRE KY 42103 Primary SFR 360
22644199 STORONKIN, LEV 17555 COLLINS AVENU MIAMI BEACH FL 33141 Primary SFR 360
22644272 SOLLEY, WILLIAM 200 NEWTON NOOK BRENTWOOD TN 37027 Primary PUD 360
22644447 GAYER, FRANK 5508 FOURSTAIRS CO FAIRFAX VA 22039 Primary SFR 360
22644504 BOERNER, DAVID 12 EQUENNES DRIVE LITTLE ROCK AR 72211 Primary SFR 360
22644652 FUSON, JAY 13773 BEAM RIDGE DR MCCORDSVILL IN 46055 Primary SFR 360
22645386 DROST, KENNETH 110 HEWES DR NORTH BARRI IL 60010 Primary SFR 360
22645717 STOPPENHAGEN, E 13291 S BERRY LANE DRAPER UT 84020 Primary SFR 360
22646152 PALUMBO, MAURICE 41 ELIZABETH CIR LARKSPUR CA 94904 Primary SFR 360
22646202 GROVER, MARGARET 22 WILLOW LANE SAUSALITO CA 94965 Primary Condo 360
22646210 GOUREVITCH, SERGEI 375 PARKSIDE DRIV PALO ALTO CA 94306 Primary SFR 360
22646384 EVANS, DANIEL 3726 SAPPHIRE DRIV MARTINEZ GA 30907 Primary PUD 360
22646756 GROSCHNER, JOHN 1908 HIGHGATE ROAD PITTSBURGH PA 15241 Primary SFR 360
22646798 BOWHAY, JAMES 4080 GARDEN WESTERN SPR IL 60558 Primary SFR 360
22646863 NOVAK, ROBERT 2909 CROOKED STICK PLANO TX 75093 Primary PUD 240
22647317 HOLLY, GARY 3800 TUMBRIL LANE PLANO TX 75023 Primary SFR 360
22647390 MITCHELL SR, JEFFREY 606 MACE DRIVE FORT WASHIN MD 20744 Primary SFR 360
22648166 TRIVISONNO, MICHAEL 122 BERRY ST VIRGINIA VA 22180 Primary SFR 360
22648356 LEE, DENNIS 41007 PAJARO DR FREMONT CA 94539 Primary SFR 360
22648505 CARY, STEVEN 7470 MARGARITA PLA COLORADO SP CO 80919 Primary PUD 360
22648794 DUNCAN, MICHAEL 1787 CHURCHILL DOW WEST CHESTE PA 19380 Primary SFR 360
22649263 EMEIS, WILLIAM 8010 TABLE MESA WA COLORADO SP CO 80919 Primary PUD 360
22649354 LAIN, ROBERT 14710 WYRICK AVE SAN JOSE CA 95124 Primary SFR 360
22649461 BARRUS, JOSEPH 17215 BIG PINE RENO NV 89511 Primary SFR 360
22649669 DUMM, FRANKLIN 122 PARADISE DRIV TIBURON CA 94920 Primary Condo 360
22649792 BERG HILLINGE, WILLIAM 27607 BRIARCLIFF PL VALENCIA CA 91354 Primary SFR 360
22650915 HOPKINS, DOUGLAS 700 N DOBSON RD CHANDLER AZ 85224 Primary SFR 360
22651152 MILLER, PAUL 5664 GREENSHADE ROAD SAN DIEGO CA 92121 Primary PUD 360
22651228 GAGLIASSO, ROBERT 12501 JOLENE CT SARATOGA CA 95070 Primary SFR 360
22651251 MARSHALL, JOHN 1739 E CLIFTON ATLANTA GA 30307 Primary SFR 360
22651327 SCHULTZ, JOHN 10215 SUMMER PLACE EDEN PRAIRI MN 55347 Primary SFR 300
22651467 MASTERS, JAMES 1813 REDWING COURT SOUTHLAKE TX 76092 Primary SFR 360
22652176 RUBIN, S 7838 SANDHILL COUR WEST PALM B FL 33412 Primary SFR 360
22652234 DYCAICO, DAVID 501 BLUEBIRD PL DAVIS CA 95616 Primary SFR 360
22652267 FALKE, MICHAEL 7804 DEVEREUX MANO FAIRFAX STA VA 22039 Primary SFR 360
22652341 WOODWARD, KIRK 14762 BOND OVERLAND PA KS 66221 Primary PUD 360
22652382 OBRUBA, KEVIN 107 BRIDGETTE PLA LEESBURG VA 20176 Primary SFR 360
22652747 FINN, ANDREW 4416 SOUTHERN AVEN HIGHLAND PA TX 75205 Primary SFR 360
22652937 VAN DEURSEN, HOLLY 209 FOREST OAK PARK IL 60302 Primary SFR 360
22652960 FISCHER, JEFFREY 731 ASPEN TRAIL RENO NV 89509 Primary PUD 360
22653166 GLENN, JOHN 7307 PINERIDGE DR PARK CITY UT 84098 Primary SFR 360
22653307 SANDERSON, ALAN 1165 BUCKNAM COURT CAMPBELL CA 95008 Primary SFR 360
22653810 ROSE, ADAM 35 DICKENS STREE STONY POINT NY 10980 Primary SFR 360
22653984 JEHLE, DONALD 2111 WHALEY AVE PENSACOLA AL 32503 Primary SFR 360
22654255 WEISER, JOHN 3042 CHICKWEED PLA IJAMSVILLE MD 21754 Primary PUD 360
22654446 MCEVOY, SHAUN 713 PROMENADE LN SAN JOSE CA 95138 Primary PUD 360
22654818 KARCHMER, HARVEY 16774 N 108TH WAY SCOTTSDALE AZ 85259 Primary PUD 360
22654875 FRANCIS, SUSAN 24 WEDGEWOOD RD CHAPEL HILL NC 27514 Primary SFR 360
22655112 ESTACIO, ALEXANDER 10345 TWINGATE DRIV ALPHARETTA GA 30022 Primary SFR 360
22655716 WATSON, GORDON 11115 N CALAMONDIN TUCSON AZ 85737 Primary PUD 360
22655732 BLACKWELL, DAVID 52 W ANDOVER TRAIL EDWARDS CO 81632 Primary PUD 360
22655856 COOKE, PATRICIA 1654 WELLINTON WES CARSON CITY NV 89703 Primary SFR 360
22656078 MURAWSKI, THOMAS 3237 23RD AVENU WE SEATTLE WA 98199 Primary SFR 360
22656086 KETTERSON, ANNETTE NHN BETHRIDGE EASTSOUND WA 98245 Primary SFR 360
22656102 IDDINS, DANIEL 1630 149TH AVE SE SNOHOMISH WA 98290 Primary SFR 360
22656128 SKIFFINGTON, JOHN 3600 N WENDELL RD TUCSON AZ 85749 Primary SFR 360
22656326 KANTON, DANIEL 12715 LINDRICK LN CHARLOTTE NC 28277 Primary SFR 360
22656359 MYUNG, HO 20135 RHODA CIRCLE CERRITOS CA 90703 Primary SFR 360
22656599 KELLY III, WILLIAM 116 AARON COURT NOVATO CA 94949 Primary SFR 360
22656672 ZARR, DAVID 6242 TERWILLIGER W HOUSTON TX 77057 Primary PUD 360
22656763 DEROSA, G 50 LICHEN LANE KEYSTONE CO 80435 Secondary PUD 360
22656771 NICHOLS, RUBEN 244 DALESHIRE PLA MONTGOMERY AL 36117 Primary SFR 360
22656813 MISHLER, WILLIAM 1885 THREE MILE CT RENO NV 89509 Primary PUD 360
22656847 SNYDER, MICHAEL 1341 IRONWOOD COUR DEFIANCE OH 43512 Primary SFR 360
22656870 MCDAVID, RICHARD 733 HARBOR POINT DR JOHNSON CIT TN 37615 Primary SFR 360
22656896 MURPHY, JOHN 10200 SWEETWOOD AVE ROCKVILLE MD 20850 Primary SFR 360
22657027 WESTBY, MICHAEL 11690 SE CLOVER LN PORTLAND OR 97266 Primary SFR 360
22657134 BOBO, STEPHEN 1215 FOREST AVENUE WILMETTE IL 60091 Primary SFR 360
22657456 MANER, RICHARD 3674 CLOUDLAND DRI ATLANTA GA 30327 Primary SFR 360
22657530 FRANK, CRAIG 123 WILMOT CIRCLE SCARSDALE NY 10583 Primary SFR 360
22658009 TYRREL, ROBERT 3910 W NANCY CREEK COU ATLANTA GA 30319 Primary SFR 360
22658652 HERMAN, DENNIS 5790 NORTHWOOD DRI EVERGREEN CO 80439 Primary SFR 360
22658892 CAMPBELL, HUGH 7715 PRAIRIE LAKE PARKER CO 80134 Primary PUD 360
22658983 GINSBURG, HOWARD 6934 E HUMMINGBIRD L PARADISE VA AZ 85253 Primary SFR 360
22659072 OREILLY, PETER 998 LAS PAVADES A SAN RAFAEL CA 94903 Primary SFR 360
22659189 SCHNETZER, JOHN 4945 E RANCHO PIERIA CAVE CREEK AZ 85331 Primary PUD 360
22659544 HALEJR, RONALD 30417 BARRY CREEK D GEORGETOWN TX 78628 Primary PUD 360
22659916 GODSEY, DIRK 12 PEACOCK DRIVE SAN RAFAEL CA 94901 Primary SFR 360
22659957 REHDER, RICK 290 STRATFORD COU LAKE MARY FL 32746 Primary SFR 360
22660229 FIGEL, JAMES 5635 NE WINDERMERE RD SEATTLE WA 98105 Primary SFR 360
22660583 COHN, NEIL 693 NECTAR DRIVE BRENTWOOD CA 94513 Primary SFR 360
22660815 YOUNG, JEFFERY 4740 LIVINGSTONE P SANTA ROSA CA 95405 Primary PUD 360
22661243 SWINIUCH, JAMES 1827 VALLEY ROAD NEWTOWN SQU PA 19073 Primary SFR 360
22661359 KLEIN, LAWRENCE 3500 FOXHALL ROAD NASHVILLE TN 37215 Primary SFR 360
22661383 MATTOS, DAVID 100 VALLEY SUMMIT ROSWELL GA 30075 Primary PUD 360
22661532 DELONEY JR, RICHARD 106 GRACE LN FALLS CHURC VA 22046 Primary SFR 240
22661763 WALDRON III, WILLIAM 6238 MUIRLOCH CT S DUBLIN OH 43017 Primary PUD 360
22662035 AOYAMA, GREGG 7052 NW 25TH AVE SEATTLE WA 98117 Primary SFR 360
22662506 LINGEN, MARK 325 S CLINTON OAK PARK IL 60302 Primary SFR 360
22662571 PICKERELL, DAVID 204 OAKVIEW DRIVE MOUNT WASHI KY 40047 Primary SFR 360
22662688 STARK, KARL 5824 HICKORY PLACE PARKVILLE MO 64152 Primary PUD 360
22663116 DICKEY, WILLIAM 2332 SUL ROSS ST HOUSTON TX 77098 Primary SFR 360
22663231 RANDALL IV, EDWARD 5684 LONGMONT DR HOUSTON TX 77056 Primary PUD 360
22663355 PORTER, MELVIN 245 S FIRENZA WAY ORANGE CA 92869 Primary SFR 360
22663363 SEPULVEDA, ROY 260 S FIRENZA WAY ORANGE CA 92869 Primary SFR 360
22663397 GROSSE RHODE, PAUL 2350 PLACER ST FRANKTOWN CO 80116 Primary SFR 360
22663470 HAMILTON, ALISON 540 MEADOWMEADE L LAWRENCEVIL GA 30043 Primary PUD 360
22663660 ENDRES, KATHY 3137 EDGEWATER VIE WOODBURY MN 55125 Primary SFR 360
22663769 JOHNSON, MICHAEL 3330 E 7TH AVE DENVER CO 80206 Primary SFR 360
22663892 SLAVENS, LESLIE 21230 ROAD P CORTEZ CO 81321 Primary SFR 360
22663918 BOMMARITO, FRANK 7800 COVENTRY DRIV CASTLE ROCK CO 80104 Primary SFR 360
22664114 HARMOUNT, V 33786 HEARTLAND CT UNION CITY CA 94587 Primary SFR 360
22664148 BLAIR, ROY 36394 CRYSTAL SPRIN NEWARK CA 94560 Primary PUD 360
22664155 LOEWE, L 2428 HERITAGE WAY UNION CITY CA 94587 Primary SFR 360
22664379 WESDORP, R 812 ENGLEWOOD COURT VILLA HILLS KY 41017 Primary SFR 360
22664387 MILLER, ROBERT 1206 NE WHISPERING WI RIDGEFIELD WA 98642 Primary SFR 360
22664551 AITKEN, ROBERT 1671 THOMAS RD WAYNE PA 19087 Primary SFR 360
22664619 ASKEW, DANIEL 2201 VISTA LA NISA CARLSBAD CA 92009 Primary SFR 360
22664643 JOHNSON, FRANK 5165 MAIN GORE DRI VAIL CO 81657 Primary SFR 360
22664908 GEISEN, SANDRA 3074 FRIARS LANE EDGEWOOD KY 41017 Primary SFR 360
22664940 BREGMAN, PAUL 450 MONROE ST DENVER CO 80206 Primary SFR 360
22664981 KEYES, WILLIAM 5504 NW CHEVY CHASE P DISTRICT OF WA 20015 Primary SFR 360
22665160 DICKSON, ALFRED 1271 ANNAPOLIS WAY GRAYSON GA 30017 Primary PUD 360
22665467 DANCER, CRAIG 43419 TURNBERRY ISL LEESBURG VA 20176 Primary PUD 360
22665855 CURPHEY, JAMES 1634 ESSEX ROAD COLUMBUS OH 43221 Primary SFR 360
22666119 NOWAG, DARRYL 11715 SPRING MANOR LA EADS TN 38028 Primary SFR 360
22666291 WIEBEL, KEVIN 1205 DOVE BROOK COUR ALLEN TX 75002 Primary PUD 360
22666432 MARTINEZ, ORLANDO 33762 TRAILSIDE WAY UNION CITY CA 94587 Primary SFR 360
22666481 CUNNINGHAM, JOSEPH 7643 E CEDAR CREEK W ORANGE CA 92869 Primary SFR 360
22666523 WOOD, KEITH 2775 S BRAUN WAY LAKEWOOD CO 80228 Primary PUD 360
22667174 TALREJA, RAMESH 155 CHICKERING LA ROSWELL GA 30075 Primary PUD 360
22667265 JANIS, MICHELE 9008 ALTON PKWY SILVER SPRI MD 20910 Primary SFR 360
22669113 STIEGLER, PAUL 1109 KINGS WAY VIENNA VA 22180 Primary SFR 360
22669212 RIVES, MARK 6205 SANDIA LANE BERTHOUD CO 80513 Primary PUD 360
22669287 MUECKE, CHARLES 16604 SHADY OAKS DR RAMONA CA 92065 Primary SFR 360
22669352 DEGROOT, HOLLY 6 SANTA YOKMA C NOVATO CA 94945 Primary PUD 360
22669857 BLACK, WILLARD 1655 8TH STREET DR HICKORY NC 28601 Primary SFR 360
22669873 HEWETT, RON 132 ISLEWORTH COU ADVANCE NC 27006 Primary PUD 360
22669964 JENRETTE, JON 3115 CLOVERFIELD R CHARLOTTE NC 28211 Primary SFR 360
22670681 SMITH, DAVID 1278 & 1280 BIG COLUMBUS GA 31904 Primary SFR 360
22670822 STEPHANUS, BLAISE 4490 CLAY STREET BOULDER CO 80301 Primary SFR 360
22670954 MILESKI, WILLIAM 4222 BUCANNEER GALVESTON TX 77554 Primary SFR 360
22671267 FALCONE, FRANK 26656 N 43RD STREET PHOENIX AZ 85331 Primary PUD 360
22671309 DELMORE, PAUL 1181 AGATE STREET SAN DIEGO CA 92109 Primary SFR 360
22671424 GOLDMAN, STANTON 3441 AMHERST AVE UNIVERSITY TX 75225 Primary SFR 360
22671630 BLAKEMORE, ELIZABETH 12565 COUNTY RD ALMONT CO 81210 Secondary SFR 360
22671721 KISSACK, JOE 585 CHESTNUT HALL ATLANTA GA 30327 Primary SFR 360
22671739 MIRIII, GASPER 2010 CANDLELIGHT P HOUSTON TX 77018 Primary PUD 360
22673073 LIVERMORE, MICHAEL 13645 SW BELL RD SHERWOOD OR 97140 Primary SFR 360
22673289 NICKLES, THOMAS 3896 VISTACREST DR RENO NV 89509 Primary PUD 360
22673974 BRISTOE, JAMES 12741 ALSWELL LANE ST LOUIS MO 63128 Primary SFR 360
22674493 ERICKSON, SUZANNE 6114 BALMORAL DRIV DUBLIN OH 43017 Primary PUD 360
22674667 KELLY, ROBERT 780 BONNIE BRAE B DENVER CO 80209 Primary SFR 360
22674774 HARRISON, DANIEL 407 SCHOOLERS PON ARNOLD MD 21012 Primary PUD 360
22674972 CLARY, ROBERT 5503 WALNUT GROVE RO MEMPHIS TN 38117 Primary SFR 360
22675318 OKABE, JERRY 843 TULLY WAY CONCORD CA 94518 Primary SFR 360
22676613 MILLS, ROBERT 5 INWOOD AUTUMN SAN ANTONIO TX 78248 Primary SFR 360
22676670 POHL, NORVAL 1806 TIMBER RIDGE CORINTH TX 76205 Primary SFR 360
22676761 COHENOUR, KENT 17112 COVENTRY LN OKLHOMA CIT OK 73120 Primary SFR 360
22677017 TAFT, KENNETH 1610 COVENTRY RD CHARLOTTE NC 28211 Primary SFR 360
22677223 DURKIN, EDWARD 4306 MANORWOOD DR BALTIMORE MD 21057 Primary SFR 360
22677272 MONGER, MICHELLE 3409 VILLANOVA DRIVE UNIVERSITY TX 75225 Primary SFR 360
22677785 FINCH, LAWRENCE 2336 S FENTON DR LAKEWOOD CO 80227 Primary PUD 360
22677835 JONES, EVON 11434 E MISSION LANE SCOTTSDALE AZ 85259 Primary PUD 360
22677926 SWAIN, IVAN 5933 DOROTHY BOLTO ALEXANDRIA VA 22310 Primary SFR 360
22678098 ROBERTS, MATTHEW 1153 WATER POINTE LA RESTON VA 20194 Primary SFR 360
22678130 EVERETT, MARK 2173 COUNTRY CLUB MILLIKEN CO 80543 Primary SFR 360
22678171 WILSON, THOMAS 8924 CALUMET COVE GERMANTOWN TN 38138 Primary SFR 360
22678494 MCDANIEL, MARK 9349 WILLIAMS GLEN C GERMANTOWN TN 38139 Primary SFR 360
22678635 GUNN, MARK 613 WESTBROOK DR AUSTIN TX 78746 Primary SFR 360
22680391 REES, WILLIAM 1628 E NEW BEDFORD D SALT LAKE C UT 84103 Primary PUD 360
22681415 JAMES, GUY 500 FAIRFAX STREE DENVER CO 80220 Primary SFR 360
22681423 ALDRIDGE, EDWARD 8761 S WESTWIND LN HIGHLANDS R CO 80126 Primary PUD 360
22681571 ROETERING, JOSEPH 3746 BAKER SCHOOLH FREELAND MD 21053 Primary SFR 360
22681613 LORETZ, LEE 256 RIVIERA DR SAN RAFAEL CA 94901 Primary SFR 360
22682231 SLACK, MARK 6917 MILL RUN CIRC NAPLES FL 34109 Primary PUD 360
22682397 FRANKENFIELD, JAMES 1213 GLOUCESTER LA VIRGINIA BE VA 23454 Primary SFR 360
22682595 HESS, ANNE 1140 CEDAR POINT R VA BEACH VA 23451 Primary SFR 360
22683270 GALVIN, THOMAS 409 TEXAS POINT SAN ANTONIO TX 78258 Primary PUD 360
22683387 SAAH, CHARLIE 1546 CRANSTON DR KNOXVILLE TN 37922 Primary SFR 360
22683593 GIBSON, KEVIN 389 ELK TRAIL LAYFETTE CO 80026 Primary PUD 360
22683650 WICK, ROBERT 14231 SE 157TH PL RENTON WA 98058 Primary SFR 360
22683676 DIERICKX, DEAN 1245 HAWLEY WAY NE BAINBRIDGE WA 98110 Primary SFR 360
22683684 SHIMADA, PAUL 20038 NE 190TH AVE WOODENVILLE WA 98072 Primary SFR 360
22683817 RICKARD, PAUL 365 OAKWOOD PL BOULDER CO 80304 Primary SFR 360
22683973 BUEHRIG, RICHARD 8 WEST POINT ROAD COLORADO SP CO 80906 Primary SFR 360
22684096 NOVEY, THOMAS 2484 N 4249TH ROAD SHERIDAN IL 60551 Primary SFR 360
22684187 MIRACLE, MICHAEL 14 CHARDONNAY DR HOLMDEL NJ 7733 Primary SFR 360
22684708 BIESBROCK, AARON 11656 WINDY HILL CT LOVELAND OH 45140 Primary SFR 360
22684872 BROWN, CLEMENT 3S735 TERRACE DR AURORA IL 60506 Primary SFR 360
22685085 DERTKE, ARTHUR 2518 BRENTON POINT RESTON VA 20191 Primary SFR 360
22685135 THEPPOTE, TOOLE 6616 BRIAR COVE DRIV DALLAS TX 75240 Primary PUD 360
22685184 KASEL, DOUGLAS 222 W DRIVE GOLDEN CO 80403 Primary PUD 360
22685523 KENNEDY, WADE 2225 OAK HILLS DRIVE COLORADOS S CO 80919 Primary SFR 360
22685796 GRIMES, ROBERT 1031 OVERTON LEA ROA NASHVILLE TN 37220 Primary SFR 360
22686646 THEIS, KARL 10202 N 54TH PLACE PARADISE VA AZ 85253 Primary SFR 360
22687057 WHEELER, LOREN 4669 S COUNTY RD 23 LOVELAND CO 80537 Primary SFR 360
22687107 CODY JR, MELVILLE 4009 ELLA LEE LANE HOUSTON TX 77027 Primary SFR 360
22687289 COURSEY, MICHAEL 4748 RESERVOIR ROA WASHINGTON DC 20007 Primary SFR 360
22687420 PAYNE, S 10100 HOOVER WOODS GALENA OH 43021 Primary SFR 360
22687545 KOUMBIS, GREGORY 2400 TANNING REEVE VIRGINIA BE VA 23456 Primary SFR 360
22687750 CROWLEY, JAMES 1780 JUNIPER HILL ASPEN CO 81611 Primary SFR 360
22687982 HUGHES, MARK 1 LOG CHURCH RD WILMINGTON DE 19807 Primary SFR 360
22688816 SCHAFER, KRISTINA 1225 WREN LANE PETALUMA CA 94954 Primary SFR 360
22689822 CALLAHAN, MICHAEL 404 S PAYNE ST ALEXANDRIA VA 22314 Primary Townhouse 360
22689905 WALSH, JOHN 1908 GRAPE STREET DENVER CO 80220 Primary SFR 360
22689913 HENNESSY, MICHAEL 14 EDGEWOOD ROAD YARDLEY PA 19067 Primary SFR 360
22689921 SCHMIT, JOEL 2212 NW 116TH ST VANCOUVER WA 98685 Primary SFR 360
22690770 BRIDGES, KENDALL 3403 CYPRESSDALE C SPRING TX 77388 Primary SFR 360
22691273 ANDERSON III, WILLIAM 5031 GALLATREE LAN NORCROSS GA 30092 Primary SFR 360
22691638 GLOVER, MICHAEL 4223 ROSA COURT DALLAS TX 75220 Primary SFR 360
22692016 TOMMIE, G 1815 HARPETH RIVER BRENTWOOD TN 37027 Primary SFR 360
22692024 WILLIAMS, CHRISTOPHER 3407 ALABAMA AVENU ALEXANDRIA VA 22305 Primary SFR 360
22692255 JOHNSON, MICHAEL 3141 E 86TH STREET TULSA OK 74137 Primary PUD 360
22693972 ADAMS, WARREN 102 LANG COURT SUISUN CITY CA 94585 Primary SFR 360
22694160 NEISES, MARK 9465 REED COURT WESTMINSTER CO 80021 Primary SFR 360
22694178 DEAN, ROBERT 37W993 HERITAGE OAKS ST CHARLES IL 60175 Primary SFR 360
22694558 ANDERSON, BRENT 2174 HARVEST PL LIVERMORE CA 94550 Primary PUD 360
22694574 FARGAS, ANTONIO 5386 ASPENWOOD CT CONCORD CA 94521 Primary SFR 360
22696405 DANDRETA, TOMMASO 3651 ALLEN RD ORTONVILLE MI 48462 Primary SFR 360
22697478 COLEMAN, GREGORY 2415 MCCLEARY RD SEVIERVILLE TN 37876 Primary SFR 360
22697700 SAUNDERS, WILLIAM 5654 W IDA DRIVE LITTLETON CO 80123 Primary PUD 360
22697874 KERR JR, JAMES 51005 BUCK MOUNTAIN STEAMBOAT S CO 80487 Secondary SFR 360
22698427 TRAINOR, WILLIAM 13960 ESTILL DRIVE LAKEWOOD OH 44107 Primary SFR 360
22698500 SULLIVAN, ANN 1619 FLINTROCK CT FINKSBURG MD 21048 Primary SFR 360
22699193 TANNER, GREGORY 41 NORTHRIDGE WA SANDY UT 84092 Primary SFR 360
22699706 PENDERGAST, WILLIAM 3306 STEPHENSON PLAC WASHINGTON DC 20015 Primary SFR 360
22699979 BOOGAARD, THOMAS 1980 LAZY Z ROAD BOULDER CO 80308 Primary SFR 360
22703730 THORNHILL, MICHAEL 9530 VISTA ST LENEXA KS 66220 Primary PUD 360
22703813 KELLERMAN, BARRY 24 MASTERS PLACE C MAUMELLE AR 72113 Primary SFR 360
22704258 HORNSCHUCH, DONALD 10065 SW CLARK HILL RD BEAVERTON OR 97007 Primary SFR 360
22705289 COBB, ANDREW 4135 SADDLE ROCK R COLORADO SP CO 80918 Primary SFR 360
22705297 MUNOFF, SAMUEL 123 EVANS CIRCLE BROOMFIELD CO 80020 Primary SFR 360
22705651 SULLIVAN, DANIEL 9521 LA COSTA LN LONE TREE CO 80124 Primary PUD 360
22706014 LONG, CHARLES 145 TWINBERRY CIR RENO NV 89511 Primary SFR 360
22706022 HACKNEY, CHARLES 624 CONIFER DR EVERGREEN CO 80439 Primary SFR 360
22706030 FREEMAN, MARC 16 EAGLETON FARM NEWTOWN PA 18940 Primary PUD 360
22706048 SIDDIQ, SYED 19 HONEYMAN RD BASKING RID NJ 7920 Primary SFR 360
22706113 LUONG, DANNY 526 CORTEZ RD ARCADIA CA 91007 Primary SFR 360
22706451 NOVELLAS, EDWARD 4512 RIVER RILL CO ATLANTA GA 30327 Primary SFR 360
22706477 KNAISCH, MICHAEL 565 ST ANDREWS LN LOUISVILLE CO 80027 Primary PUD 360
22706592 THETFORD, TARA 1025 LAKE COLONY L BIRMINGHAM AL 35242 Primary PUD 360
22706634 SUANSING, REMUEL 1698 ST ANDREWS DR DERNON HILL IL 60061 Primary SFR 360
22706691 ADSIT, CHARLES 732 GLEN DRIVE SAN LEANDRO CA 94577 Primary SFR 360
22706915 RIECHERS, JOEL 1025 ELM STREET WINNETKA IL 60093 Primary SFR 360
22707228 MARTIN, KEVIN 3790 E WHITEBAY HIGHLANDS R CO 80126 Primary PUD 360
22709190 JAUREGUI, J 301 LAKE CLIFF TR AUSTIN TX 78746 Primary SFR 360
22709976 ALGHINI, MATTHEW 28620 ASHFORD CT LAKE BLUFF IL 60044 Primary SFR 360
22710115 LINDSAY, RICHARD 6523 SEWANEE STREET HOUSTON TX 77005 Primary SFR 360
22710255 TILLINGHAST, STANLEY 38083 BREAKER REACH THE SEA RAN CA 95497 Secondary PUD 360
22711063 STAATS, ERIK 429 BAHR DR BEN LOMOND CA 95005 Primary SFR 360
22711212 WIEDERHOEFT, JOHN 2040 GREEN ST SAN FRANCIS CA 94123 Primary Condo 360
22711261 PETERSON, FREDERICK 6 CREEKSIDE CT NOVATO CA 94947 Primary SFR 360
22711592 CHAPMAN, WILLIAM 1931 OTTER CREEK ROA NASHVILLE TN 37215 Primary SFR 360
22711626 HEATHCOTE, DEAN 15840 SE 45TH ST BELLEVUE WA 98006 Primary SFR 360
22711634 RIGGIO, JOSEPH 122 WILER AVE LOS GATOS CA 95030 Primary SFR 360
22712061 DANNENBERG, JERRY 6 EL PRADO COUR SANTA ROSA CA 95405 Primary SFR 360
22712095 LEWIS, FRANKLIN 283 CRABAPPLE LAN DAHLONEGA GA 30533 Primary SFR 360
22712327 TUPPER, ANSEL 5 DRAKES SUMMIT INVERNESS CA 94937 Primary SFR 360
22712483 VACHON, BERNARD 124 KENNAN STREET SANTA CRUZ CA 95060 Primary PUD 360
22712863 MILLEMANN, AUDREY 4204 DOGWOOD PLACE DAVIS CA 95616 Primary SFR 360
22713374 NEEDHAM, STEVEN 2 CHESTNUT HILL BOWLING GRE KY 42103 Primary SFR 360
22713564 DOZIER, DAVID 5960 CALAIS CT INDIANAPOLI IN 46220 Primary SFR 360
22713598 BUCK, ERNEST 5323 CALLE BUJIA TUSCON AZ 85718 Primary SFR 360
22713630 DALLIER, CHARLES 5730 DUTCH HILL DR SALEM TWP. MI 48105 Primary SFR 360
22714000 PHELPS, MARK 2095 EILENE DR PLEASANTON CA 94588 Primary SFR 360
22714273 STOPKA, GREGORY 585 ERIC COURT LAKE ZURICH IL 60047 Primary SFR 360
22714455 JAMIESON, MARK 1537 ARUBUTUS DR SAN JOSE CA 85118 Primary SFR 360
22714547 THEBY, RONALD 27 MUIRFIELD LN ST LOUIS MO 63141 Primary SFR 360
22714604 BRYANT, TOM 14663 NE 16TH ST BELLEVUE WA 98007 Primary SFR 360
22714653 MCDUFFIE, JOHN 5320 WESTPATH WAY BETHESDA MD 20816 Primary PUD 360
22715155 CHILDS, DAVID 19688 E CALEY DRIVE AURORA CO 80016 Primary SFR 360
22715825 CARSTENS, ROBERT 18805 3RD ST EAST SUMNER WA 98390 Primary SFR 360
22716054 ISAAC, RUTH 70 HUNTINGTON RD ATLANTA GA 30305 Primary SFR 360
22716294 ZUEGER, PAUL 31 HONDA DR EDWARDS CO 81632 Primary SFR 360
22716302 KELLY, GARY 29135 DEER CREEK MAGNOLIA TX 77355 Primary SFR 360
22716443 ROTHSCHILD, DAVID 9622 CEDARHURST DR HOUSTON TX 77096 Primary PUD 360
22716583 JONES JR, ROBERT 14359 NOLEN LANE CHARLOTTE NC 28277 Primary SFR 360
22716799 RAMOHALLI, GAUTHAM 26545 N 86TH WAY SCOTTSDALE AZ 85255 Primary PUD 360
22716898 GILLIES, PETER 9263 FAUNTLEROY WA SEATTLE WA 98146 Primary SFR 360
22717284 EATON, MARY 147 LAKE BLUFF DR COLUMBUS OH 43235 Primary SFR 360
22717607 KEIGER, CHARLIE 2637 HAMPTON AVE CHARLOTTE NC 28207 Primary SFR 360
22717805 FULLMER, CHARLES 4801 PROPES DRIVE OAKWOOD GA 30566 Primary SFR 360
22718100 CHAPMAN, MICHELLE 5484 CLONMEL COURT ALEXANDRIA VA 22315 Primary PUD 360
22718159 MURATA, MATTHEW 775 E SAN FERNANDO SAN JOSE CA 95112 Primary SFR 360
22718225 LAVALLE, MICHAEL 5241 ROYAL CREST D DALLAS TX 75229 Primary SFR 360
22718498 FREDRICKSON, KEITH 2265 SHAKESPHERE ST HOUSTON TX 77030 Primary SFR 360
22718662 LEE, CLARENCE 36346 CRYSTAL SPRIN NEWARK CA 94560 Secondary PUD 360
22718696 WOODS, TIMOTHY 41 MAPLE LN GLEN MILLS PA 19342 Primary PUD 360
22718910 WIRT, DENNIS 10506 LOUISVILLE LA UPPER MARLB MD 20772 Primary SFR 360
22718951 SIU, LYDIA 20884 PLANETREE FOR STERLING VA 20165 Primary SFR 360
22719041 KUO, JERRY 8627 LEROY PLACE FAIRFAX VA 22031 Primary SFR 360
22719058 TOBINJR, FRANK 606 N PITT ST ALEXANDRIA VA 22314 Primary SFR 360
22719082 BUFORD, CAROLYN 405 CREEK VALLEY ROCKVILLE MD 20850 Primary SFR 360
22719405 WILLIAMS, JOEL 9405 RAVEN HOLLOW BRENTWOOD TN 37027 Primary SFR 360
22719652 KAFILUDDI, RONNY 6812 RIDGES COURT BETTENDORF IA 52722 Primary SFR 360
22719785 WEINSTEIN, GEOFFREY 12515 KINGSPINE AVE SAN DIEGO CA 92131 Primary SFR 360
22720577 GHAFFARI, SHAHRIAR 5912 NW PL AUSTIN TX 78731 Primary SFR 360
22721492 ZIMMERMANNJR, ROBERT 8180 WINGED FOOT D ATLANTA GA 30350 Primary SFR 360
22721534 HACKMAN, BENJAMIN 132 TULL PLACE ALEXANDRIA VA 22304 Primary PUD 360
22721666 HENDERSON, DONALD 703 MOSBY CIRCLE HOUSTON TX 77007 Primary SFR 360
22722573 ULRICH, NORBERT 2241 EATON GATE RD LAKE ORION MI 48360 Primary SFR 360
22722680 BELLUSCI, BRUCE 638 GREGFORD ROAD BURR RIDGE IL 60521 Primary SFR 360
22723910 RIEDER, CHRISTOPHER 4950 NW 115TH WAY CORAL SPRIN FL 33076 Primary PUD 360
22724074 MITCHELL, RUTH 1001 NW 26TH ST DIST OF COL DC 20037 Primary Condo 360
22724199 CORCORAN, NELSON 5779 BALMORAL DR OAKLAND CA 94619 Primary SFR 360
22724298 ROTH, ANDREW 515 FOREST MEWS D OAK BROOK IL 60521 Primary SFR 360
22724520 HARRISON, STEPHEN 909 HACIENDA AVE DAVIS CA 95616 Primary SFR 360
22724934 SCHEFFLER, CRAIG 1763 CASEY CT LAFAYETTE CO 80026 Primary PUD 360
22725014 GWINN, STEPHEN 9104 W WARREN DRIVE LAKEWOOD CO 80227 Primary SFR 360
22725675 TUTTLE, GEORGE 2 MADELENE LN SAN RAFAEL CA 94901 Primary SFR 360
22726897 LILLY, VICTOR 1341 ANGLESEY DRIV DAVIDSONVIL MD 21035 Primary PUD 360
22727077 FUCHS, KENNETH 6857 NW 101ST TERRACE PARKLAND FL 33076 Primary SFR 360
22728539 BARBIERI, CAROLE 306 MIDWEST CLUB OAK BROOK IL 60523 Primary SFR 360
22729503 JOHNSON, FRANCIS 5805 FLINTSHIRE LA DALLAS TX 75252 Primary SFR 360
22730345 HENRY, MICHAEL 2432 POTOMAC DRIVE HOUSTON TX 77057 Primary PUD 360
22730774 MAYNARD, GARY 229 AUGUSTINE DR MARTINEZ CA 94553 Primary SFR 360
22730790 NORTON, KIM 7867 E DESERT COVE A SCOTTSDALE AZ 85260 Primary PUD 360
22730824 MAZZOCCO, FELIX 431 CRANSTON COURT LONG BEACH CA 90803 Primary SFR 360
22730931 LYMAN, FRANK 19725 1ST PLACE SW NORMANDY PA WA 98166 Primary SFR 360
22731509 CUNNINGHAM, IAN 43498 FIRESTONE PLA LEESBURG VA 20176 Primary SFR 360
22732648 USSERY, RONALD 9935 NATURE MILL R ALPHARETTA GA 30022 Primary PUD 360
22732671 GREEN, JEFFREY 13035 HARRINGTON DR ALPHARETTA GA 30004 Primary SFR 360
22734388 WILLIAMS, MARIA 5630 CARMELLO CT RANCHO CUCA CA 91739 Primary SFR 360
22735690 HATCHLEY, ROBERT 4965 BENTWOOD WAY GRANITE BAY CA 95746 Primary PUD 360
22735708 BOLTON, DAVID 1103 CONCORD AVENU SOUTHLAKE TX 76092 Primary PUD 360
22735732 CARDANINI, MARCO 60 SHELTERWOOD D DANVILLE CA 94506 Primary PUD 360
22735757 LAL, SHARAD 5367 ASPENWOOD COU CONCORD CA 94521 Primary SFR 360
22735773 MOONEY, REINA 833 TOPAZ DRIVE WEST CHESTE PA 19382 Primary PUD 360
22735781 DENMARK, ROBERT 2121 BASSWOOD DRIV LAFAYETTE H PA 19444 Primary PUD 360
22737209 CAYCE, ROGER 1730 SUNSET AVE SW SEATTLE WA 98116 Primary SFR 360
22737779 LABOVITZ, STEVEN 5655 GLEN ERROL RO ATLANTA GA 30327 Primary SFR 360
22739569 MENASCO, MATTHEW 2435 VINEYARD RD NOVATO CA 94947 Primary SFR 360
22739643 SIEBERSON, STEPHEN 731 97TH AVE SOUT BELLEVUE WA 98004 Primary SFR 360
22740047 ANSELMO, GREGORY 15835 W 67TH PLACE ARVADA CO 80007 Primary PUD 360
22740435 SMITH, BRETT 1046 MONROE WAY SUPERIOR CO 80027 Primary PUD 360
22740716 JURY, THEODORE 237 JUANITA WAY SAN FRANCIS CA 94127 Primary SFR 360
22742746 YEN, BRUCE 11414 BROAD GREEN D POTOMAC MD 20854 Primary PUD 360
22743470 SEAY, TIMOTHY 7911 AYLESFORD LAN LAUREL MD 20707 Primary SFR 360
22744106 SMITH, JAMES 8357 JUSTIN RD ALEXANDRIA VA 22309 Primary SFR 360
22744718 SURPRENANT, GREG 25897 N 115TH WAY SCOTTSDALE AZ 85255 Primary PUD 360
22745087 KUYPER, ARJEN 16068 WOODBRIDGE CT TRUCKEE CA 96161 Primary PUD 360
22749691 JENSEN, GREGORY 6235 LYNBROOK DRIVE HOUSTON TX 77057 Primary PUD 360
22752018 DAVIS, JAMES 114 CAMBERLEY COU COLUMBIA SC 29223 Primary PUD 360
22752109 OMID ZOHOOR, FARROKH 16712 SW BLACKBERRY LN BEAVERTON OR 97007 Primary SFR 360
22758551 PERKINS, ROBERT 1715 FAWN BLUFF SAN ANTONIO TX 78248 Primary PUD 360
22759765 OLYMPIA JAMES, DAISY 10088 COVER PL FAIRFAX VA 22030 Primary SFR 360
22764880 BRODERICK CAN, JOHN 12404 WEST AUBURN D LAKEWOOD CO 80228 Primary PUD 360
22765556 GERO, CATHERINE 8615 NE 221ST AVE REDMOND WA 98053 Primary SFR 360
22773428 FERNANDEZ, RAMON 16732 W ARCHER AVE GOLDEN CO 80401 Primary PUD 360
22773527 TEUSCHER, DUANE 22 SHEARWATER PL THE WOODLAN TX 77381 Primary PUD 360
22773535 WOODRUFF, WILLIAM 939 MILLGROVE LN HOUSTON TX 77024 Primary SFR 360
22778351 BILLINGHURST, MARK 8948 E CEDAR HILL PL LITTLETON CO 80124 Primary SFR 360
22786628 EVANS, RONALD 7 CORBY LANE SAN ANTONIO TX 78218 Primary SFR 360
25737925 TOWNSEND, DAVID 122 CHICORY LANE TROUTMAN NC 28166 Primary SFR 360
26205369 PASTORE, DOMINICK 12837 BUNDLE ROAD CHESTERFIEL VA 23832 Primary SFR 360
26506832 BLASE, KEVIN 3536 HIGH GROVE WAY ATLANTA GA 30319 Primary PUD 360
26524132 BRUCE, ELISE 15140 MOHAWK CIRCLE OVERLAND PA KS 66224 Primary PUD 360
26802751 MAYFIELD III, ROGER 4616 GABRIELLA LANE OVIEDO FL 32765 Primary SFR 360
26876235 QUAGLETTI, MICHAEL 132 NEPTUNE AVENUE HERMOSA BEA CA 90254 Investor SFR 360
26931949 MCMAHON, SCOTT 768 ARNOLD WAY MENLO PARK CA 94025 Primary SFR 360
26947051 TING, TSE 1121 WHITE CLIFF DRI SAN JOSE CA 95129 Primary SFR 360
26961425 PERRY, BRIAN 1808 VALLEY OF THE M LIVERMORE CA 94550 Primary SFR 360
26991257 KUBACH, GERALD 155 HIGHGROVE CT CHESTERFIEL MO 63005 Primary PUD 360
27008903 RAMSTRUM, LAWRENCE 178 EVANS AVENUE SUMMERLAND CA 93067 Primary SFR 360
27093061 MANNA, YONIT 3381 COWPER STREET PALO ALTO CA 94306 Primary SFR 360
27096361 WHEATON, CHRIS 136 PANORAMIC WAY WALNUT CREE CA 94595 Primary SFR 360
27107382 ZUMPANO, BERNARD 17088 W BONEFISH LANE SUGARLOAF K FL 33042 Secondary SFR 360
27110519 HUANG, MING 233 S OAKHURST DRIVE BEVERLY HIL CA 90212 Primary SFR 360
27116359 GHOSH, SWAPAN 1767 HERON AVENUE SUNNYVALE CA 94087 Primary SFR 360
27128941 REDA, JOSEPH 3670 AVENIDA CALLADA CALABASAS CA 91302 Primary PUD 360
27129493 DIANA, NICHOLAS 168 RUE DES CHATE TARPON SPRI FL 34689 Primary PUD 240
27137520 KIANERCI, HOMAYOUN 11907 WOODHILL COURT CUPERTINO CA 95016 Primary PUD 360
27138080 TANG, CONNIE 847 SUMMIT COURT SUNNYVALE CA 94086 Primary SFR 360
27139070 WALKER, BRIAN 24 WOODLEAF CT NOVATO CA 94945 Primary SFR 360
27141969 GIUDICE, SAL 107 THIRD STREET SAUSALITO CA 94965 Primary SFR 360
27146612 SAKAKI, NORIYASU 158 INTERLOCHEN DR PEACHTREE C GA 30269 Primary SFR 360
27146893 HYMAN, EARLE 22305 DUNMORE DRIVE CALABASAS CA 91302 Primary SFR 360
27148345 COOLEY, PAUL 2524 MORLEY WAY SACRAMENTO CA 95864 Primary SFR 360
27155761 GITIN, MARK 123 WAVERLY PLACE MOUNTAIN VI CA 94040 Primary SFR 360
27164318 HIKEN, MARJORIE 5157 RENAISSANCE A SAN DIEGO CA 92122 Primary Condo 360
27177146 BANDEL, STEVEN 1301 CURTIS AVENUE MANHATTAN B CA 90266 Primary SFR 360
27186634 FITZSIMMONS, JOHN 6126 LA JOLLA BOULEV LA JOLLA CA 92037 Primary SFR 360
27190974 YAZDI, ALI 10241 RANCHO PLACE CUPERTINO CA 95014 Primary 2-Family 360
27193754 CHANG, VINCENT 11818 OLD EUREKA WA GOLD RIVER CA 95670 Primary SFR 360
27201789 LI, MIKE 1861 37TH AVENUE SAN FRANCIS CA 94122 Primary SFR 360
27208446 CLAIR, ALVIN 150 WINDY RIDGE CT FAIRBURN GA 30213 Primary PUD 360
27216647 BARNS, JOHN 3204 MARQUETTE STREE UNIVERSITY TX 75225 Primary SFR 360
27218601 GILBERT, BRIAN 3285 MONTECITO DRIVE SAN JOSE CA 95135 Primary SFR 360
27224880 BAIRD, STEVEN 29003 INDIAN RIDGE CO AGOURA HILL CA 91301 Primary SFR 360
27235159 CHEN, MORGAN 571 S GREENWOOD AVENU SAN MARINO CA 91108 Primary SFR 360
27235522 STENBACK, AMY 2243 VIA PRAVIA LA JOLLA CA 92037 Primary Condo 360
27236074 HALL, KEVIN 787 COLIMA STREET LA JOLLA CA 92037 Primary SFR 360
27238344 HANSON, JON 1767 BROOKSIDE LANE VIENNA VA 22182 Primary SFR 360
27241959 HILL, THOMAS 2808 233RD AVENUE SO ISSAQUAH WA 98027 Primary SFR 360
27246305 GOLDING, JAMES 2297 E 8100 SOUTH SOUTH WEBER UT 84405 Primary SFR 360
27246446 KUNDERT, CORRIE 5425 OLIVE RANCH GRANITE BAY CA 95746 Primary SFR 360
27250679 MC ELWAIN, WILLIAM 3264 WITHERS AVENUE LAFAYETTE CA 94549 Primary SFR 360
27251677 CABRAL, DANIEL 3364 HARTWELL CT PLEASANTON CA 94588 Primary SFR 360
27251768 OKEEFE, JOHN 4089 DUNBARTON CIR SAN RAMON CA 94583 Primary SFR 360
27255280 BROWN, J 17405 BLUE JAY DRIVE MORGAN HILL CA 95037 Primary PUD 360
27260595 JOHNSON, WILLIAM 1048 VIA MIL CUMBRES SOLANA BEAC CA 92075 Primary SFR 360
27260702 NUNES, KENNETH 713 FRESCA STREET SOLANA BEAC CA 92075 Primary SFR 360
27261502 MAULE, BRAD 4136 DIXIE CANYON SHERMAN OAK CA 91423 Primary SFR 360
27262740 PONTACQ, PETER 2207 ALLEGHENY WAY SAN MATEO CA 94402 Primary SFR 360
27270339 HORRIGAN, TIMOTHY 4117 GILBERTVILLE WATERLOO IA 50701 Primary SFR 240
27270453 HOLLEMAN, DAVID 832 SCOTT DRIVE LIBERTY MO 64068 Primary SFR 240
27270719 GUNDERSEN JR, CAMERON 2062 LINDA FLORA D LOS ANGELES CA 90077 Primary SFR 360
27273572 BURKETT, JOHN 20000 FOUNTAIN CHAPEL HILL NC 27514 Primary PUD 360
27273812 GRANADOS, EDDY 21 TUM SUDEN WAY REDWOOD CIT CA 94062 Primary SFR 360
27274125 RYAN, JIMMIE 2751 PEPPERIDGE COUR SAN JOSE CA 95148 Primary SFR 360
27275007 INOUYE, MARTIN 9806 CARLTON COURT GRANITE BAY CA 95746 Primary SFR 360
27282458 PLOUSSARD, STEPHEN 640 BIRCHWOOD CT LOS ALTOS CA 94024 Primary SFR 360
27290170 HOFFMAN, RODNEY 14224 SOUTHEAST 270TH KENT WA 98042 Primary SFR 360
27300961 BAHRAMBEYGUI, SCHEHERAZA 8851 NOTTINGHAM PL LA JOLLA CA 92037 Primary SFR 360
27311463 FROESE, CAROL 3334 CAMINITO CABO DEL MAR CA 92014 Primary Condo 360
27316603 EDWARDS JR, EDGAR 3522 OLD ONSLOW ROAD GREENSBORO NC 27407 Primary SFR 360
27319433 WOMBLE, GLEN 118 COLUMBIA CLUB D BLYTHEWOOD SC 29016 Primary PUD 360
27320670 MILLER, HOWARD 5825 E TETON AVENUE ORANGE CA 92867 Primary SFR 360
27322270 PICKETT, JOHN 4615 CORONA DRIVE SAN JOSE CA 95129 Primary SFR 360
27329978 BAX, RONALD 929 E SANTA ANITA AVE BURBANK CA 91501 Primary SFR 360
27330216 SMITH, PATRICK 22871 BERGANTIN MISSION VIE CA 92692 Primary SFR 360
27333350 TRAN, HUNG 2811 GLAUSER DRIVE SAN JOSE CA 95133 Primary SFR 360
27336833 KOSCAL, MICHAEL 5 ROCKROSE ALISO VIEJO CA 92656 Primary PUD 360
27338037 BRAHY, GEORGE 211 SURFBIRD ISLE FOSTER CITY CA 94404 Primary SFR 360
27341569 HORTON, DAVID 22200 MCKEAN ROAD SAN JOSE CA 95120 Primary SFR 360
27346527 SIMS, CHARLES 5861 BLACK AVENUE PLEASANTON CA 94566 Primary SFR 360
27346584 WALKER, DANIEL 348 W PROSPECT BAY DR GRASONVILLE MD 21638 Primary PUD 360
27347079 MARTINEZ, MIGUEL 6331 E VIA ARBOLES ANAHEIM CA 92807 Primary PUD 360
27347293 JOHNSON, JEFFERY 25377 MARKHAM LANE SALINAS CA 93908 Primary SFR 360
27347681 REMEIKA JR, EDWARD 570 APACHE TRAIL MERRITT ISL FL 32953 Primary SFR 360
27348390 DULEY, JOHN 2525 CRESTVIEW DRIVE NEWPORT BEA CA 92663 Primary PUD 360
27349133 SIANO, STEVEN 10190 MACADAM LANE CUPERTINO CA 95014 Primary PUD 360
27351139 CORWIN, KEVIN 303 NORTH CREEK DRI SAN JOSE CA 95139 Primary SFR 360
27355007 SCHEIDERER, DANIEL 945 LANTANA DRIVE SUNNYVALE CA 94086 Primary SFR 360
27356567 NGUYEN, MARY 3253 DOS PALOS DR LOS ANGELES CA 90068 Primary SFR 360
27357367 FARRELL, RAYMOND 2411 BONITA DRIVE GLENDALE CA 91208 Primary SFR 360
27358290 ROHNER, ERIC 2387 HIGHVIEW TRL VISTA CA 92084 Primary SFR 360
27359694 YEUNG, PAK 7433 STANFORD PLACE CUPERTINO CA 95014 Primary SFR 360
27360304 GILLER, TIMOTHY 86 YACHT HARBOR RANCHO PALO CA 90275 Primary SFR 360
27366434 COOK, WILLIAM 2550 EAST JENNY AVEN FRESNO CA 93720 Primary SFR 360
27369263 SANTANAM, PARAMESH 2085 MEDALLION DRIVE UNION CITY CA 94587 Primary SFR 360
27369404 MCCARTHY, GERARD 914 SAVOY COURT PETALUMA CA 94954 Primary SFR 360
27369917 HOLLSTROM II, GREGORY 9941 SAGO POINT DRIV LARGO FL 33777 Primary SFR 360
27372051 PADDOR, SCOTT 14914 VALLEY VISTA BL SHERMAN OAK CA 91403 Primary SFR 360
27381615 BAGG, GERALD 3044 GREENTREE COURT LOS ANGELES CA 90077 Primary Condo 360
27384684 HAMMOND, WAYNE 203 CHARLESTON BOUL ISLE OF PAL SC 29451 Investor SFR 360
27394410 BELL, JOHN 416 STEPHEN ROAD SAN MATEO CA 94403 Primary SFR 360
27394592 SIEGEL, MARK 1626 THAYER AVE LOS ANGELES CA 90024 Primary SFR 360
27397694 TAN, VICKIE 18971 AMBERLY PL ROWLAND HE CA 91748 Primary PUD 360
27400266 LIEBLEIN, JEROME 32212 BREEZEPORT DR WESTLAKE VI CA 91361 Primary Condo 360
27404532 BAKER, REID 6607 AZALEA LANE DALLAS TX 75230 Primary SFR 360
27406933 FULTON, SIMON 171 EXETER AVENUE SAN CARLOS CA 94070 Primary SFR 360
27407584 MODJTEHEDI, MASSOUD 190 SELBY LANE ATHERTON CA 94027 Primary SFR 360
27411420 EVANS, KENNETH 6577 CATAMARAN ST SAN JOSE CA 95119 Primary SFR 360
27416627 SMITH, BRYAN 2732 MIRA BELLA CI MORGAN HILL CA 95037 Primary SFR 360
27417229 KING, HENRY 10968 VIA SORRENTO CUPERTINO CA 95014 Primary SFR 360
27418367 SCUDDER, JAMES 15968 GREY STONE ROAD POWAY CA 92064 Primary SFR 360
27420173 TIDY, NICHOLAS 16150 NORTHFIELD STRE PACIFIC PAL CA 90272 Primary SFR 360
27423870 BIRNBAUM, RICK 29654 RIDGEWAY DRIVE AGOURA HILL CA 91301 Primary SFR 360
27423987 HO, SIU 1907 FUMIA PLACE SAN JOSE CA 95131 Primary SFR 360
27426543 SMITH, RANDALL 1617 SANCHEZ STREET SAN FRANCIS CA 94131 Primary SFR 360
27427095 RUST, BRUCE 1920 STOCKBRIDGE AVE REDWOOD CIT CA 94061 Primary SFR 360
27427764 AASURI MARING, RAMANUJA 46383 SKYE ROAD FREMONT CA 94539 Primary PUD 360
27428135 BALLANTYNE, THOMAS 656 SAN LORENZO S LOS ANGELES CA 90402 Primary SFR 360
27428374 WONG, CHUN 2107 CASTLE HEIGHTS LOS ANGELES CA 90034 Primary SFR 360
27429489 GEDDES, CAROLINE 29425 CAMBRIDGE COURT AGOURA HILL CA 91301 Primary PUD 360
27430495 MATHARU, NARINDER 948 MARION WAY SUNNYVALE CA 94087 Primary SFR 360
27432343 CHI, SHAO 1642 HILLARD DR SAN MARINO CA 91108 Primary SFR 360
27436377 VAN DE, CHRIS 963 LA MESA TERRACE SUNNYVALE CA 94086 Primary Condo 360
27437540 DAVENPORT, CLYDE 2837 WINTHROP AVE SAN RAMON CA 94583 Primary SFR 360
27438217 WONG, MARK 4121 TALLOW PLACE DAVIS CA 95616 Primary SFR 360
27438381 MCGOVERN, DANIEL 2957 FILBERT DRIVE WALNUT CREE CA 94598 Primary SFR 360
27438837 ODONOGHUE, JOHN 1015 COROLLA DRIVE COROLLA NC 27927 Secondary SFR 360
27439389 BAHL, AMIT 10394 PARADISE DRIVE CUPERTINO CA 95014 Primary SFR 360
27440320 GRAY, TIMOTHY 874 RIVERSIDE DR SAN JOSE CA 95125 Primary SFR 360
27440536 GONG, JASON 115 PEARLGRASS COUR SAN RAMON CA 94583 Primary SFR 360
27441328 GRIGOROPOULOS, COSTAS 69 FAIRLAWN DRIVE BERKELEY CA 94708 Primary SFR 360
27442821 WEEKS, WILLIAM 15 KINGS CANYON PACIFICA CA 94044 Primary SFR 360
27443928 WATSON JR, EDWARD 4083 SCARLET IRIS PL WINTER PARK FL 32792 Primary PUD 360
27449636 HAGE, PHILIP 289 ELEANOR DRIVE WOODSIDE CA 94062 Primary SFR 360
27449727 GRELL, EDWARD 7554 STEWART AVENUE LOS ANGLES CA 90045 Primary SFR 360
27452630 PEARCE, JOSEPH 2885 PLAYER LANE TUSTIN CA 92782 Primary Condo 360
27457209 NOVAK, KURT 2417 CURTIS AVENUE REDONDO BEA CA 90278 Primary Condo 360
27457324 COMER, JASON 1216 STANFORD AVENUE REDONDO BEA CA 90278 Primary SFR 360
27457399 LOUIE, PETER 7727 PINEVILLE CIR CASTRO VALL CA 94552 Primary PUD 360
27457431 BLAZER, ROBERT 15565 SWISS CREEK L CUPERTINO CA 95014 Primary SFR 360
27461367 SOBEL, STUART 22778 BRANDYWINE DRIV CALABASAS CA 91302 Primary SFR 360
27461748 JOHNSON, JEFF 3041 MARY LANE ESCONDIDO CA 92025 Primary SFR 360
27462431 SOMERS, ROBERT 24100 HILLHURST DRIVE CANOGA PARK CA 91307 Primary PUD 360
27462449 PRASAD, RAM 1487 BONGATE COURT SAN JOSE CA 95130 Primary SFR 360
27462837 KIM, SUSAN 52 WILLIAMS LANDIN FOSTER CITY CA 94404 Primary PUD 360
27464643 SCHREIBER, SAMUEL 5376 VIA APOLINA YORBA LINDA CA 92886 Primary PUD 360
27465046 WILKINSON, LAMAR 69 MY ROAD LAFAYETTE CA 94549 Primary SFR 360
27465061 PENROSE, MICHAEL 1070 PESCADOR DR NEWPORT BEA CA 92660 Primary PUD 360
27468677 YEE, PAUL 16-18 LOYOLA TERRACE SAN FRANCIS CA 94117 Primary 2-Family 360
27468800 TSUKAMOTO, TIM 2511 W 233RD STREET TORRANCE CA 90505 Primary SFR 360
27469097 ELLIOTT, MARK 1625 NEPTUNE AVENUE ENCINITAS CA 92024 Primary Condo 360
27469469 SALTIEL, EMMANUEL 1641S SHERBOURNE DRIV LOS ANGELES CA 90035 Primary SFR 360
27471499 HORNE, WILLIE 2678 GLEN HARDY COUR SAN JOSE CA 95148 Primary SFR 360
27475458 MENDOZA, ABRAHAM 1734 SEPTEMBERSONG C SAN JOSE CA 95131 Primary SFR 360
27475946 ROBSON, JEANNE 19824 HORSESHOE DRIVE TOPANGA CA 90290 Primary SFR 360
27475987 POSTERNACK, CHARLES 3129 NW 56TH STREET BOCA RATON FL 33496 Primary PUD 360
27476183 ANDREWS, BRENDA 4557 DON RODOLFO PL LOS ANGELES CA 90056 Secondary SFR 360
27476498 FOSTER JR, FRANK 19 CHARITY IRVINE CA 92612 Primary PUD 360
27481456 WEBER, MARTIN 5340 DIVOT CIRCLE FAIR OAKS CA 95628 Primary SFR 360
27481878 WALSH, SUSAN 871 ARCTURUS CIRCLE FOSTER CITY CA 94404 Primary SFR 360
27481902 GRADY, ANNE 465-467 28TH ST SAN FRANCIS CA 94131 Primary 2-Family 360
27482462 CLARKE, DENNIS 17472 HILLGATE LANE HUNTINGTON CA 92649 Primary SFR 360
27483098 CHEN, GENE 1246- 1248 LOMBARD ST SAN FRANCIS CA 94109 Primary 3-Family 360
27483734 PATTERSON, AUDREY 4218 CONNER COURT SAN DIEGO CA 92117 Primary SFR 360
27483742 KANE, SUZANNE 231 QUAILS TRAIL THOUSAND OA CA 91361 Primary SFR 360
27484120 GROVE, MARTIN 18186 KAREN DRIVE TARZANA CA 91356 Primary SFR 360
27484245 CARTER, JOE 200 BLOODS RIDGE RO BEAR VALLEY CA 95223 Secondary SFR 360
27484898 LEIDECKER, FREDRICK 122 TIGER TAIL ROAD OLYMPIC VAL CA 96146 Primary SFR 360
27484971 CHIEN, SHU 2261 CALLE FRESCOTA SAN DIEGO CA 92037 Investor SFR 360
27485283 CHAPLIN, ROBERT 716 LA CANADA LA JOLLA CA 92037 Primary SFR 360
27485986 CHEUNG, TOMMY 1574 27TH AVENUE SAN FRANCIS CA 94122 Primary SFR 360
27487339 TIMBERS, RICHARD 35 FINALEE AVENUE ASHEVILLE NC 28801 Primary SFR 360
27487883 DOZIER, MICHAEL 150 AMERICAN RIVE FOLSOM CA 95630 Primary SFR 360
27488121 KACALEK, DONA 17071 SHADY LANE DRIV MORGAN HILL CA 95037 Primary SFR 360
27488832 HOWELLS JR, ROBERT 8504 ARDMORE PLACE DUBLIN CA 94568 Primary SFR 360
27489848 SNOWDEN, FRANK 3366 TAYLOR ROAD CARMEL CA 93923 Primary SFR 360
27495662 WILLIAMS, WEBSTER 5530 TUXEDO TERRACE LOS ANGELES CA 90068 Primary SFR 360
27496058 DUONG, LUONG 3114 CUNNINGHAM LA SAN JOSE CA 95148 Primary SFR 360
27496470 SURPRENANT, JOSEPH 1406 ORMSBY DRIVE SUNNYVALE CA 94087 Primary SFR 360
27500875 NARD, JEFFREY 2136 CHAMBERLING KEY VIRGINIA BE VA 23454 Primary SFR 360
27501949 MILLER, BARRY 6011 NAMAKAGAN ROAD BETHESDA MD 20816 Primary SFR 360
27502731 MRACHEK, DAVID 6059 DEERFORD ROW LA JOLLA CA 92037 Primary PUD 360
27503358 KENNEDY, THOMAS 345 COLLINGWOOD STR SAN FRANCIS CA 94114 Primary SFR 360
27504968 GALLUCCI, MARGARET 5048 SILVER ARROW RANCHO PALO CA 90275 Primary SFR 360
27507151 KHARAGHANI, SHAHRAM 5442 HAZELTINE SHERMAN OAK CA 91401 Investor SFR 360
27507201 GUENTHNER, CLETUS 2513 DENHAM ROAD LOUISVILLE KY 40205 Primary SFR 360
27507953 FJELLBO, ERIK 144 EL PORTAL PLACE CLAYTON CA 94517 Primary SFR 360
27508100 LUCIDO, CHESTER 242 GLEN ABBEY KIAWAH ISLA SC 29455 Secondary PUD 360
27508555 ZISFAIN, DENNIS 10344 CHRISTINE PLACE CHATSWORTH CA 91311 Primary SFR 360
27509132 COATES, DAVID 300 EAGLE TRACE D HALF MOON B CA 94019 Primary PUD 360
27509629 MOORHOUSE, DAVID 2 ROSEBUD DRIVE BLUFFTON SC 29910 Primary PUD 360
27510122 KUHL, RICHARD 8410 COPPERLEAF COUR FAIRFAX STA VA 22039 Primary PUD 360
27513209 THABIT, FUAD 11744 BLOOMINGTON WAY DUBLIN CA 94568 Primary SFR 360
27514678 STRASSER, CAROL 4733 MIRA VISTA DR CASTRO VALL CA 94546 Primary SFR 360
27516046 MATTHEWS JR, DONALD 758 SAINT TIMOTHY P MORGAN HILL CA 95037 Primary SFR 360
27516129 BRANT, TIMOTHY 11401 HOLLOW TREE LAN ROCKVILLE MD 20852 Primary SFR 360
27516442 LOJACONO, MARK 4071 WEST LAKESHORE SAN RAMON CA 94583 Primary Condo 360
27520576 COSTELLO, JOHN 22321 PARKWOOD ST LAKE FOREST CA 92630 Primary PUD 360
27520956 COLEMAN, WILLIAM 209 APARNA COURT WHITES CREE TN 37189 Primary SFR 360
27523901 SONG, LI 115 JEWEL TERRACE FREMONT CA 94536 Primary SFR 360
27525179 CHILTON IV, FORREST 3108 WATERSIDE LANE ALEXANDRIA VA 22309 Primary SFR 360
27525955 ROVNO, DAVID 6238 ESTATES DRIVE OAKLAND CA 94611 Primary SFR 360
27527357 YOUNG, GEORGE 4949 W 132ND TR LEAWOOD KS 66209 Primary SFR 360
27527548 DALY, SHARYN 2150 BALBOA AVENUE DEL MAR CA 92014 Primary SFR 360
27529676 LIU, YI 1585 EMERALD LANE DIAMOND BAR CA 91765 Primary PUD 360
27529916 GARRETT, HYDA 6941 GASTON AVENUE DALLAS TX 75214 Primary SFR 360
27530047 LEVEY, MICHAEL 17147 WEDDINGTON STRE ENCINO CA 91316 Primary SFR 360
27531961 ST JOHN, HARRY 120 EDGEMONT WAY INVERNESS CA 94937 Primary SFR 360
27536119 NAIK, ANAND 10410 CASTINE AVE CUPERTINO CA 95014 Primary SFR 360
27537216 LEONARD, MARK 994 CALLE DEL PACIF GLENDALE CA 91208 Primary PUD 360
27537737 KABIRI, GHOLAMALI 518 SENECA GREEN WA GREAT FALLS VA 22066 Primary SFR 360
27538008 HASZARD, TIMOTHY 536 TURNBERRY LANE ST. AUGUSTI FL 32084 Primary SFR 360
27539030 OSANTOWSKI, KEITH 1020 BUENA VISTA A ALAMEDA CA 94501 Primary SFR 360
27543404 ANDERSON, DALE 1097 CAGGIANO COURT SAN JOSE CA 95120 Primary SFR 360
27543461 KYRAMARIOS, STEVE 17217 SANDALWOOD WA MORGAN HILL CA 95037 Primary SFR 360
27543818 RAOUFI, SAEID 7647 EXCELSIOR AVE ORANGEVALE CA 95662 Primary SFR 360
27548155 BEEUWSAERT, STEVEN 29 GRASSYKNOLL LAN LAS FLORES CA 92688 Primary SFR 360
27548775 ZMOLEK, JOHN 2652 ISABELLE AVE SAN MATEO CA 94403 Primary SFR 360
27549070 HAXBY, LYTLE 21955 SUNBURST LANE RED BLUF CA 96080 Primary SFR 360
27549138 MAYER, ROBERT 23 MYRTLE AVENUE LARKSPUR CA 94939 Primary SFR 360
27549203 CONWAY, MICHAEL 1161 UPPER HAPPY VAL LAFAYETTE CA 94549 Primary SFR 360
27551308 CURRY, PATRICK 15508 27TH DRIVE SE MILL CREEK WA 98012 Primary SFR 360
27551944 LASTING, RICHARD 1400 N SPAULDING AVENU LOS ANGELES CA 90046 Primary SFR 360
27552355 KRAMER, DAVID 4516 FALCONRIDGE COU SAN DIEGO CA 92130 Primary SFR 360
27553551 ALFANO, FRANK 18 SUNSET BAY DR BELLEAIR FL 33756 Primary SFR 360
27553809 HUG, DEBORAH 33 ALSACE LAGUNA NIGU CA 92677 Secondary PUD 360
27554047 LEVI, BAHMAN 7737 MOONRIDGE PL LA JOLLA CA 92037 Primary SFR 360
27554187 KUMAR, DEVINDER 20424 CHALET LANE SARATOGA CA 95070 Primary SFR 360
27554492 SAMII, HADI 11662 WANNACUT PLAC SAN DIEGO CA 92131 Primary SFR 360
27555002 ZHANG, XINYU 41771 HIGGINS WAY FREMONT CA 94539 Primary SFR 360
27555630 RANDOLPH JR, E 505 POINT SAN PEDRO SAN RAFAEL CA 94901 Primary SFR 360
27555721 HSU, YUN 40810 ONDINA COURT FREMONT CA 94539 Primary SFR 360
27557404 WARD, MICHAEL 704 VERDUN COURT SOUTHLAKE TX 76092 Primary PUD 360
27559285 GOFF, ISAAC 650 BOLINAS ROAD FAIRFAX CA 94930 Primary SFR 360
27559582 LAMB, KATHLEEN 21825 HEATHERWOOD LAN YORBA LINDA CA 92887 Primary SFR 360
27560218 WU, TOM 13341 PORTAL TUSTIN CA 92782 Primary SFR 360
27561166 KIRKPATRICK, GIAMPIERO 16 GLORIETTA COURT ORINDA CA 94563 Primary SFR 360
27561463 DAMON, JEFFREY 9071 HANGAR WAY FAIR OAKS CA 95628 Primary SFR 360
27563543 GILMAN, JEFFREY 753 OLD JONAS HILL LAFAYETTE CA 94549 Primary SFR 360
27563667 WOLFE, JOHN 4200 MEPHAM COURT EL DORADO H CA 95762 Primary SFR 360
27563907 GENADINIK, JOSEPH 18018 ERWIN STREET ENCINO CA 91316 Primary SFR 360
27565381 EASTMAN, KEVIN 37 DON GABRIEL WAY ORINDA CA 94563 Primary SFR 360
27565415 CLEMONS, CHARLES 926 RAINTREE PLACE LAFAYETTE CA 94549 Primary SFR 360
27566132 COLES, KEVIN 1853 GROVEWAY DR GERMANTOWN TN 38139 Primary SFR 360
27566496 ZISMAN, DAVID 8122 GREEN GLADE RD. JACKSONVILL FL 32256 Primary PUD 360
27567296 HINDS, DENNIS 1619 CLEAR CREEK PLA DANVILLE CA 94526 Primary PUD 360
27568013 LE, KHOI 8841 SLEEPY HOLLOW L POTOMAC MD 20854 Primary PUD 360
27568518 WALLERSTEIN, ROBERT 9782 TOTTENHAM COURT BEVERLY HIL CA 90210 Primary PUD 360
27568609 TAMAYO, JEFFREY 11670 BYRON HIGHWAY BYRON CA 94513 Primary SFR 360
27569300 SIGNORINO, JOHN 950 WARBURTON AVE SANTA CLARA CA 95050 Primary SFR 360
27569979 KOFNOVEC, MICHAEL 1885 HOLLYHOCK LANE GILROY CA 95020 Primary SFR 360
27571629 PERDUE, STEVE 3497 COLONEL VANDERH MT PLEASANT SC 29464 Primary PUD 240
27574797 MEIER, DANIEL 1180 TAJI COURT HERNDON VA 20170 Primary SFR 360
27574870 JAMES, ROBERT 4441 BRIAR CLIFF ROA OAKLAND CA 94605 Primary SFR 360
27575729 BYRD, ROBERT 304 BANK STREET MOUNT PLEAS SC 29464 Primary SFR 360
27576719 SCHMOCKER, JOHN 28689 ROAN ROAD RANCHO PALO CA 90275 Primary SFR 360
27576909 MAZDEH, ESFANDIAR 1371 KINTYRE WAY SAN JOSE CA 95129 Primary SFR 360
27578137 HAWES, REBECCA 33 TOLLRIDGE CT SAN MATEO CA 94402 Primary PUD 360
27579952 MYERS, KEVIN 1290 NORTH EAST LINN ALBANY OR 97321 Primary SFR 360
27580075 VERANO JR, HUGH 9 CEDAR RIDGE IRVINE CA 92612 Primary SFR 360
27581750 TOMSON JR, WILLIAM 2245 JOURNET DRIVE DUNN LORING VA 22027 Primary PUD 360
27582600 JUNG, CALVIN 134 15TH AVENUE SAN FRANCIS CA 94118 Primary SFR 360
27582873 ZACH, THOMAS 424 GREENBRIER ROAD HALF MOON B CA 94019 Primary PUD 360
27583210 HARPER, RONALD 223 VISTA DE SIERRA LOS GATOS CA 95030 Primary SFR 360
27585413 GROSSINGER, PETER 796 BUGATTI PLACE MORGAN HILL CA 95037 Primary PUD 360
27585793 EICHNER, MATTHEW 8416 BELLS MILL ROAD POTOMAC MD 20854 Primary SFR 360
27586205 COOPER, KERRY 12805 WILLOW GLEN COU HERNDON VA 20171 Primary PUD 360
27586379 STIDGER, GLEN 8364 ASCOLANO AVE FAIR OAKS CA 95628 Primary SFR 360
27586437 FREEDMAN, SCOTT 4816 GLENCAIRN RD LOS ANGELES CA 90027 Primary SFR 360
27586718 DRIELS, MORRIS 81 BARTOLOMEA WAY MONTEREY CA 93940 Primary SFR 360
27588482 SCHAUMBURG, EDWIN 3609 TIMBERLAKE ROAD KNOXVILLE TN 37920 Primary SFR 360
27588722 STEINMETZ, PHILLIP 30 W REMINGTON DRIVE HIGHLAND VI TX 75077 Primary SFR 360
27589126 PANEC, LELAND 2425 VILLANUEVA WA MOUNTAIN VI CA 94040 Primary SFR 360
27590371 VENGATRAMAN, ETHIRAJ 19364 SHUBERT COURT SARATOGA CA 95070 Primary SFR 360
27590686 PAPERA, R 1805 OAK AVENUE MANHATTAN B CA 90266 Primary SFR 360
27592518 VIERRA, KURTIS 709 BRIDGE CREEK DR SAN RAMON CA 94583 Primary SFR 360
27593433 POSNIEN, KIM 440 FOOTHILL ROAD GARDNERVILL NV 89410 Primary SFR 360
27593540 HOCHMUTH, GARY 311 VISCAINO WAY SAN JOSE CA 95119 Primary SFR 360
27594597 RAVITZ, KENNETH 7039 DUME DRIVE MALIBU CA 90265 Primary SFR 360
27598150 CHAU, STEVEN 43984 ROSEMERE DRIVE FREMONT CA 94539 Primary SFR 360
27598317 STEWART, DAVID 25346 LA LOMA DRIVE LOS ALTOS H CA 94022 Primary SFR 360
27598325 ANDERSON, PAMELA 6531 GLENDORA AVE DALLAS TX 75230 Primary SFR 360
27600220 ROCHE, GUY 3414 TROY DRIVE LOS ANGELES CA 90068 Primary SFR 360
27601368 OUSMAN, JAMES 80 LYNWOOD PLACE MORAGA CA 94556 Primary SFR 360
27601400 ZOBY, DAVID 1400 FIVE HILL TRAIL VIRGINIA BE VA 23452 Primary SFR 360
27602754 PENG, WEN 140 GREENFIELD PLAC ARCADIA CA 91006 Primary SFR 360
27603042 HAMMACK, ANTHONY 243 NORTH QUAIL LAN ORANGE CA 92869 Primary SFR 360
27603562 KELLER, RICHARD 2825 REGAL COURT THOMPSON ST TN 37179 Primary SFR 360
27604107 HAHN, JERRY 719 BURLINGAME AVEN BURLINGAME CA 94010 Primary SFR 360
27608397 ANSPACH, GARY 21 RIDGEWOOD DRIVE SAN RAFAEL CA 94901 Primary SFR 360
27609171 ROSSIO, GARY 13823 TAMO SHANTER CO POWAY CA 92064 Primary SFR 360
27609221 WEXLER, ROBERT 1605 S DURANGO AVE LOS ANGELES CA 90035 Primary SFR 360
27609338 BECKMAN, GEORGE 4530 E WICKHAM AVENUE ORANGE CA 92867 Primary PUD 360
27610989 TRESTER, JAMES 6412 STONE CANYON DR PLANO TX 75093 Primary PUD 360
27611581 KOBAYASHI, GREGORY 3197 LUCAS DRIVE LAFAYETTE CA 94549 Primary SFR 360
27611748 BAILEY, DANIEL 4172 FIRESIDE CIRC IRVINE CA 92614 Primary PUD 360
27612118 STEIN, PHILIP 26541 BRIDALWOOD DR LAGUNA HILL CA 92653 Primary PUD 360
27616671 GOTTLIEB, RICHARD 2765 CASIANO ROAD LOS ANGELES CA 90077 Primary SFR 360
27617984 CHASE, ANDREW 311 TUCKER STREET ANNANPOLIS MD 21401 Primary PUD 360
27618495 LOUSTALOT, DAVID 3808 NAUGHTON AVENUE BELMONT CA 94002 Primary SFR 360
27618701 KING, PAMELA 453 KING STREET REDWOOD CIT CA 94062 Primary SFR 360
27618891 MAHER, JOHN 3047 SHETLAND DRIVE PLEASANT HI CA 94523 Primary SFR 360
27618974 MASEGIAN, JOHN 10151 FIRWOOD DRIVE CUPERTINO CA 95014 Primary PUD 360
27619204 MASEGIAN, JOHN 41256 LEEWARD ROAD SEA RANCH CA 95497 Secondary SFR 360
27619741 SAVAGE, RUSSELL 504 VAN BUREN STREE FORT WALTON FL 32547 Primary SFR 360
27620608 ANDERSON, KEVIN 188 CREST VIEW DR ORINDA CA 94563 Primary SFR 360
27621366 EDGAR, RICHARD 90 MIDLAND ROAD PINEHURST NC 28374 Primary SFR 360
27621507 WAIN, HANS 10864 MOUGLE LANE TRUCKEE CA 96161 Primary SFR 360
27622083 WANG, SUHLING 460 ACASO DRIVE WALNUT CA 91789 Primary SFR 360
27622257 CHANTRELLE, BARRY 21 BAKER STREET SAN FRANCIS CA 94117 Primary Townhouse 360
27622307 WOODHAM SR, DAVID 600 S BAYWOOD AVENUE SAN JOSE CA 95128 Primary SFR 360
27623040 STICHWEH, ROBERT 14 WOOD IBIS HILTON HEAD SC 29928 Secondary PUD 360
27624519 ADAN, JOSEPH 3111 TIFFANY DRIVE BELLEAIR BE FL 33786 Primary SFR 360
27625151 RAY JR, RUSSELL 220 BLISS LANE GREAT FALLS VA 22066 Primary PUD 360
27626969 WALKER, BRYCE 1448 E 155 SOUTH LINDON UT 84042 Primary SFR 360
27627439 PHAM, VIET 2728 BABE RUTH DRI SAN JOSE CA 95132 Primary SFR 360
27628015 PASSANTINO, PETE 11462 WILDCAT CT DUBLIN CA 94568 Primary SFR 360
27629948 NGUYEN, THANH 2574 CLAREBANK WAY SAN JOSE CA 95121 Primary SFR 360
27630011 FISCHER, GORDON 1071 WESTRIDGE AVENU DANVILLE CA 94526 Primary SFR 360
27631415 MANN, WILLIAM 18 CHECKERBERRY SQ GREENSBORO NC 27455 Primary PUD 360
27631688 TARRILLION, TIM 10102 CEDAR CREEK HOUSTON TX 77042 Primary PUD 360
27633288 RICHARDSON, WILLIAM 4095 SUNSET LANE PEBBLE BEAC CA 93953 Primary SFR 360
27633478 GARCIAPARRA, A 238 SHAWNAN LANE LA HABRA HE CA 90631 Secondary SFR 360
27633668 PERL, GARETH 6285 HURD COURT SAN DIEGO CA 92122 Primary SFR 360
27633825 SHENK, JOHN 280 WOODSIDE DRIVE WOODSIDE CA 94062 Primary SFR 360
27634195 HAGY, JAMES 1027 COROLLA DRIVE COROLLA NC 27927 Secondary SFR 360
27636125 ZMUDA, RICHARD 106 ZANETTA COURT FOLSOM CA 95630 Primary SFR 360
27636828 QUAN, BRANDON 3542 CANFIELD DR DANVILLE CA 94526 Primary SFR 360
27640440 KINGHORN, DAN 1 SHELL COURT MILL VALLEY CA 94941 Primary SFR 360
27640630 DANIS, LIONEL 12205 THOROUGHBRED RO HERNDON VA 22071 Primary SFR 360
27640713 GOLDBERG, ROSS 5600 HIDDEN GLEN COU WESTLAKE VI CA 91362 Primary SFR 360
27645308 BARRETT, RICHARD 19401 ST JUDE ROAD SANTA ANA CA 92705 Primary SFR 360
27645464 SCHLIEF, STEVEN 1503 OAK CANYON DRIV SAN JOSE CA 95120 Primary SFR 360
27645589 TAKAHASHI, WAYNE 7755 OAK BAY CIRCL SACRAMENTO CA 95831 Primary PUD 360
27647874 DODD, PATRICIA 194 SILVERADO SPRIN NAPA CA 94558 Primary SFR 360
27650571 KENNETH J PAR, KS 2602 SARATOGA LANE MCKINNEY TX 75070 Primary SFR 360
27650886 GRABOWSKI, CONRAD 10655 GASCOIGNE DRIVE CUPERTINO CA 95014 Primary SFR 360
27650969 MURDOCK, R 378 SUMMIT DRIVE STATELINE NV 89449 Primary SFR 360
27650977 LEONARD, SCOTT 9030 OLD BUCKBOARD L SUN VALLEY CA 91352 Primary SFR 360
27653039 GOLDBERG, FLOYD 1 EAST MANOR DR MILL VALLEY CA 94941 Primary SFR 360
27653989 CLEGHORN, CHEREE 3419 LOWELL STREET N WASHINGTON DC 20016 Primary SFR 360
27654367 ASDORIAN, ELIZABETH 338 WINFIELD STREET SAN FRANCIS CA 94110 Primary SFR 360
27655208 BUSH, WILLIAM 11110 GARFIELD AVENUE CULVER CITY CA 90230 Primary SFR 360
27656362 WONG, TONY 156 ALICE STREET ARCADIA CA 91006 Primary Condo 360
27658004 LEONARD, CHRISTOPHER 15512 FOX HAVEN LANE MIDLOTHIAN VA 23112 Primary PUD 360
27658178 HENSING, WILLIAM 1630 CRIPPLECREEK BATAVIA OH 45103 Primary SFR 240
27659028 MAUEL, D 1349 CHELSEA DRIVE LOS ALTOS CA 94024 Primary SFR 360
27659325 SANCHEZ, RICHARD 17 ISLAND DRIVE TREASURE IS FL 33706 Primary SFR 360
27661693 DENGLER, STEVEN 8909 GLADE HILL ROAD FAIRFAX VA 22031 Primary PUD 360
27662543 NELSON, STEVEN 1002 WESTCHESTER DRI SUNNYVALE CA 94087 Primary SFR 360
27662964 ALTERMAN, MARK 6481 CANTILES AVEN CYPRESS CA 90630 Primary SFR 360
27664903 FERRILL, TIMOTHY 19711 ISLAND BAY LANE HUNTINGTON CA 92648 Primary SFR 360
27665967 CARGILL, SAMUEL 550 E GLENARM STREET PASADENA CA 91106 Primary SFR 360
27667575 PATIL, JAY 5349 MANILA AVENUE OAKLAND CA 94618 Primary SFR 360
27667963 DE HOOG, THOMAS 323 MAC LANE PALO ALTO CA 94306 Primary SFR 360
27668086 POPKEN, CAL 1918 PAGE COURT PETALUMA CA 94954 Primary SFR 360
27668243 HIBBELN, KAI 2411 AUDUBON PARK ISSAQUAH WA 98029 Primary SFR 360
27668938 MAYER, GREGORY 816 FOOTHILL ROAD COPPEROPOLI CA 95228 Primary SFR 360
27670991 SUM, ALEX 5629 SNOWDON PLACE SAN JOSE CA 95138 Primary PUD 360
27672989 VALLNER, JOSEPH 13866 RAMSHORN STREET TRUCKEE CA 96161 Secondary SFR 360
27673326 GOUGOUMIS, STAVROS 78 DUDLEY AVENUE PIEDMONT CA 94611 Primary PUD 360
27674670 PETERS, RICHARD 21 TEVIS PLACE PALO ALTO CA 94301 Primary SFR 360
27675859 WOOTTON JR, STANLEY 3003 EMERALD DRIVE JONESBORO GA 30236 Primary SFR 360
27677392 SHEA, ROBERT 1527 SE 11TH STREET DEERFIELD B FL 33441 Primary SFR 360
27679265 WON, BERTRAM 951 LAGUNA CIRCLE FOSTER CITY CA 94404 Primary SFR 360
27679562 DIEDERICH, BRIAN 2027 REDMAN COURT SIMI VALLEY CA 93063 Primary SFR 360
27679729 HASAN, ARSHAD 43607 SOUTHERLAND WAY FREMONT CA 94539 Primary PUD 360
27679869 ANDERSON, ERIC 2215 TAYLOR GRADY TE DULUTH GA 30097 Primary PUD 360
27680545 SLUTZ, ERIC 46 ROOSEVELT CIR PALO ALTO CA 94306 Primary SFR 360
27681998 ZEITLIN, SCOTT 3235 SAWTELLE BLVD LOS ANGELES CA 90066 Primary Condo 360
27684059 MCCONNELL, PHILLIP 428 JARRETT LANE GILLSVILLE GA 30543 Primary SFR 360
27686187 STEWART, PAUL 37 WHIPPOORWILL RO TRABUCO CAN CA 92679 Primary PUD 360
27686617 BASFORD, JEFFERY 21 PRINCETON TRAIL COTA DE CAZ CA 92679 Secondary PUD 360
27687524 MCCLURG, NEAL 41 SUNRISE COURT EL GRANADA CA 94018 Primary PUD 360
27688506 GIBSON, BRUCE 913 WOODLAND DRIVE SAN RAMON CA 94583 Primary SFR 360
27689835 ANDERSON, GPHILIP 1833 CROMWELL DRIVE NASHVILLE TN 37215 Primary SFR 360
27692623 BAIN, MANJIT 124 & 124 1/2 ONYX AV NEWPORT BEA CA 92662 Primary 2-Family 360
27692755 ROSTHOLDER, NEIL 30317 GOODSPRING DR AGOURA HILL CA 91301 Primary SFR 360
27694215 ROBERTSON, JOHN 6064 SHADYCREEK DRIV AGOURA HILL CA 91301 Primary SFR 360
27695642 MCGIFFERT, BRIAN 1162 DENISE WAY SAN JOSE CA 95125 Primary SFR 360
27696251 SPANGLER, JOHN 1002 OAKDALE ROAD ATLANTA GA 30307 Primary SFR 360
27698273 HOBBS, KATHY 8222 ASHWORTH COURT JACKSONVILL FL 32256 Primary SFR 360
27698646 SERAYDARIAN, PAUL 2715 BASIL LANE LOS ANGELES CA 90077 Primary Condo 360
27700517 MERTZ, RICHARD 8302 PASEO DEL OCA LA JOLLA CA 92037 Primary SFR 360
27702125 RUTHERFORD II, JOHN 419 NW ALBEMARLE TERR PORTLAND OR 97210 Secondary SFR 360
27704204 HSU, SOPHIA 4324 S BEL AIR DRIVE LA CANADA F CA 91011 Primary SFR 360
27704600 OSTROFE, NEIL 1499 SUNNYBROOK ROAD ALAMO CA 94507 Primary SFR 360
27704618 HYDE, JEFFREY 4118 PINE MEADOWS WA PEBBLE BEAC CA 93953 Primary SFR 360
27705276 WARDENBURG, PETER 3 BEYER COURT NOVATO CA 94945 Primary SFR 360
27705912 NAUMANN, R 29825 VISTA DEL ARROY AGOURA HILL CA 91301 Primary SFR 360
27707470 TIGHTJR, DEXTER 590 MENLO OAKS DRIV MENLO PARK CA 94025 Primary SFR 360
27709716 CONRY, SCOTT 449 STRATFORD PARK SAN JOSE CA 95136 Primary SFR 360
27712348 HULL, ROBERT 4112 PURDUE DALLAS TX 75225 Primary SFR 360
27712843 LONG, TIMOTHY 4914 ESSEX AVENUE CHEVY CHASE MD 20815 Primary SFR 360
27713049 OSZEWSKI, JAMES 140 ERSELIA TRAIL ALAMO CA 94507 Primary SFR 360
27716323 BOJORQUEZ, JOSEPH 1323 S WALKER AVENUE SAN PEDRO CA 90731 Primary SFR 360
27716729 MCCARTHY, KEVIN 2 WHITEHOLLOW COTO DE CAZ CA 92679 Primary PUD 360
27718469 WEBER, DONALD 335 HOMEWOOD ROAD LOS ANGELES CA 90049 Primary SFR 360
27719129 AGAJANIAN, GERALD 9847 RAVARI DRIVE CYPRESS CA 90630 Primary SFR 360
27721075 JEBRAILI, RAMIN 6060 SUGARSTONE COUR MCLEAN VA 22101 Primary PUD 360
27722610 STREETER, RANDAL 28351 AVENIDA LA MANC SAN JUAN CA CA 92675 Primary PUD 360
27722800 CHEN, FRANCIS 243 N ARDEN BLVD LOS ANGELES CA 90004 Primary SFR 360
27724004 HUSAIN, LUBNA 17 MOCCASIN LANE ROLLING HIL CA 90274 Primary SFR 360
27725803 MONASEE, SCOTT 1830 NEWCASTLE DRIVE LOS ALTOS CA 94024 Primary SFR 360
27726017 HEIM, DAVID 502 GRAND STREET REDWOOD CIT CA 94062 Primary SFR 360
27726751 EDWARDS, GLEN 1228 WASHOE DRIVE SAN JOSE CA 95120 Primary SFR 360
27729532 MOSELY, KATHRYN 4007 ETHEL AVE STUDIO CITY CA 91604 Primary SFR 360
27730381 SHILAKES, CHRISTOPHE 104 OAKDALE AVE MILL VALLEY CA 94941 Primary SFR 360
27730498 WHITE, JEFF 612 BURNEY CREEK SAN RAMON CA 94583 Primary PUD 360
27737030 ANKENMAN, C 618 TIMPANOGOS LANE DANVILLE CA 94526 Primary SFR 360
27737097 GARDNER, DEAN 4658 GRESHAM DRIVE EL DORADO H CA 95762 Primary SFR 360
27737204 HOWE, ROGER 610 BEAR OAKS DRIVE MARTINEZ CA 94553 Primary SFR 360
27738822 CORY, CAROLE 3475 AUBURN FOLSOM R LOOMIS CA 95650 Primary SFR 360
27739150 HEFNER, SHERRY 15149 BEL ESTOS DRIVE SAN JOSE CA 95124 Primary SFR 360
27742352 VAN METER, MITCHELL 6509 IDLEWILD COURT SAN JOSE CA 95120 Primary SFR 360
27743046 BIDONDO, CHARLES 3043 MIWOK WAY CLAYTON CA 94517 Primary SFR 360
27744036 LOOMIS, GREGORY 904 BLANDFORD BR REDWOOD CIT CA 95062 Primary SFR 360
27744275 KYLE, SEAN 4559 GATETREE CIRCLE PLEASANTON CA 94566 Primary SFR 360
27744861 HAFEMAN, JAMES 8130 HAMPSTEAD WAY GRANITE BAY CA 95746 Primary SFR 360
27745082 KUO, MEI 1823 MIDDLEFIELD ROA PALO ALTO CA 94301 Primary SFR 360
27745504 PATEL, SAMIT 23962 BROADHORN DRIVE LAGUNA NIGU CA 92677 Primary PUD 360
27745660 TAM, WAI 2147 14TH AVENUE SAN FRANCIS CA 94116 Primary SFR 360
27746239 PENCIU, GABRIEL 6258 CAMINO DEL LAGO PLEASANTON CA 94566 Primary SFR 360
27746460 CHANG, WAI 5147 XAVIER COMMON FREMONT CA 94555 Primary SFR 360
27749357 TUPY, GEORGE 13118 LA CRESTA DRIVE LOS ALTOS H CA 94022 Primary SFR 360
27752070 KIM, SUNG 2298 LEMOYNE WAY CAMPBELL CA 95008 Primary SFR 360
27753516 BEST, DANIEL 218 NOB HILL DRIVE LONGWOOD FL 32779 Primary SFR 360
27758499 SATER, JAMES 312 S PECK DRIVE BEVERLY HIL CA 90212 Primary SFR 360
27762293 CZINSKI, GEORGE 2248 LOCH WAY EL DORADO H CA 95762 Primary SFR 360
27762806 SIMMONS, WILLIAM 3284 PADILLA WAY SAN JOSE CA 95148 Primary SFR 360
30005151 BALDWIN, RALPH 9151 NE EAGLE ROCK AVEN ALBUQUERQUE NM 87122 Primary SFR 360
</TABLE>
<TABLE>
<CAPTION>
LOAN# LTV RATE FIRSTPAYDT MAT DT PANDI SCHPTD ORIG BAL ACT BALANCE SCH BALANCE
- ----- --- ---- ---------- ------ ----- ------ -------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
22507339 78.1 6.875 3/1/99 2/1/29 1769.44 3/1/99 269350 269350.00 269123.71
22663801 78.6 6.75 3/1/99 2/1/29 1809.59 3/1/99 279000 279000.00 278759.79
22670293 80.0 6.625 3/1/99 2/1/29 2232.13 3/1/99 348600 348600.00 348292.43
22678528 80.0 6.625 3/1/99 2/1/29 2202.67 3/1/99 344000 344000.00 343696.50
22685754 70.0 6.875 3/1/99 2/1/29 2414.21 3/1/99 367500 367500.00 367191.26
22688923 87.9 6.875 3/1/99 2/1/29 1905.1 3/1/99 290000 289756.36 289756.36
22703557 65.1 6.875 3/1/99 2/1/29 1642.32 3/1/99 250000 250000.00 249789.97
22706832 75.0 6.875 3/1/99 2/1/24 2688.73 3/1/99 384750 384750.00 384265.57
22710305 75.7 6.875 4/1/99 3/1/29 2102.18 3/1/99 320000 320000.00 320000.00
22713101 71.4 6.875 3/1/99 2/1/29 2529.18 3/1/99 385000 385000.00 384676.55
22716716 80.0 6.5 3/1/99 2/1/29 2016.93 3/1/99 319100 319100.00 318811.53
22720163 48.1 6.625 3/1/99 2/1/29 1618.07 3/1/99 252700 252700.00 252477.04
22720767 90.0 6.875 3/1/99 2/1/29 2299.91 3/1/99 350100 350100.00 349805.87
22720908 80.0 6.5 3/1/99 2/1/29 2261.86 3/1/99 357850 357850.00 357526.49
22725253 75.0 6.625 3/1/99 2/1/24 1946.67 3/1/99 285000 285000.00 284626.77
22725626 59.8 6.875 4/1/99 3/1/29 1924.81 3/1/99 293000 293000.00 293000.00
22731012 64.2 6.875 1/1/99 12/1/28 3140.12 3/1/99 478000 476788.34 476788.34
22732382 67.8 6.875 4/1/99 3/1/29 2581.73 3/1/99 393000 393000.00 393000.00
22737175 78.5 6.625 3/1/99 2/1/29 3015.86 3/1/99 471000 471000.00 470584.45
22737837 78.0 6.875 3/1/99 2/1/19 2288.08 3/1/99 298000 298000.00 297419.21
22745913 63.6 6.875 3/1/99 2/1/29 1838.09 3/1/99 279800 279800.00 279564.93
22746101 80.0 6.75 3/1/99 2/1/29 1989.9 3/1/99 306800 306800.00 306535.85
22746515 80.0 6.5 3/1/99 2/1/29 2645.2 3/1/99 418500 418021.68 418021.68
22748552 66.7 6.875 3/1/99 2/1/29 2364.95 3/1/99 360000 360000.00 359697.55
22749535 80.0 6.875 3/1/99 2/1/29 1896.89 3/1/99 288750 288750.00 288507.41
22750491 71.0 6.875 3/1/99 2/1/29 3148.33 3/1/99 479250 479250.00 478847.37
22780563 49.0 6.875 3/1/99 2/1/29 2233.56 3/1/99 340000 340000.00 339714.36
27646785 65.0 6.75 4/1/99 3/1/29 1686.36 3/1/99 260000 260000.00 260000.00
27670686 90.0 6.875 4/1/99 3/1/29 1685.03 3/1/99 256500 256500.00 256500.00
27671932 80.0 6.875 4/1/99 3/1/29 1769.98 3/1/99 269432 269432.00 269432.00
27678481 80.0 6.5 4/1/99 3/1/29 1853.23 3/1/99 293200 293200.00 293200.00
27746155 80.0 6.875 4/1/99 3/1/29 2522.61 3/1/99 384000 384000.00 384000.00
27761857 80.0 6.875 4/1/99 3/1/29 2165.24 3/1/99 329600 329600.00 329600.00
21807797 77.4 7.25 2/1/99 1/1/29 3035.69 3/1/99 445000 444652.85 444303.60
21884051 42.9 7.25 3/1/99 2/1/29 4434.15 3/1/99 650000 650000.00 649492.93
21922505 80.0 7.25 7/1/98 6/1/28 1626.31 3/1/99 238400 236880.34 236685.18
21982400 80.0 7.125 2/1/99 1/1/29 1880.66 3/1/99 279145 278921.76 278697.20
22038095 80.0 7.375 3/1/99 2/1/29 2682.58 3/1/99 388400 388400.00 388104.46
22059000 95.0 7.375 3/1/99 2/1/29 1797.83 3/1/99 260300 260101.93 260101.93
22063929 89.9 7 2/1/99 1/1/29 1743.09 3/1/99 262000 261569.23 261569.23
22094742 95.0 7.25 2/1/99 1/1/29 1703.74 3/1/99 249750 249238.95 249041.03
22105514 80.0 7.125 2/1/99 1/1/29 2002.29 3/1/99 297200 296643.54 296643.54
22169361 89.9 6.75 2/1/99 1/1/29 1847.73 3/1/99 284880 284634.72 284388.06
22172654 70.1 7.125 2/1/99 1/1/29 1724.72 3/1/99 256000 255795.28 255589.34
22204317 61.3 6.875 2/1/99 1/1/29 1911.66 3/1/99 291000 290755.53 290509.66
22226146 79.9 7.5 2/1/99 1/1/29 1892.77 3/1/99 270700 270499.11 270296.96
22286355 80.0 6.625 2/1/99 1/1/29 1638.56 3/1/99 255900 255673.72 255446.69
22303101 75.0 7.5 1/1/99 12/1/28 2176.31 3/1/99 311250 310786.56 310552.67
22307177 65.7 7.75 3/1/99 2/1/29 2471.63 3/1/99 345000 344756.49 344756.49
22310882 92.9 7.375 1/1/99 12/1/28 2072.03 3/1/99 300000 299308.78 299308.78
22317622 45.2 7.5 2/1/99 1/1/29 1992.76 3/1/99 285000 284288.49 284072.53
22321632 95.0 7.25 1/1/99 12/1/28 1633.14 3/1/99 239400 239025.35 238836.32
22326037 78.2 7.5 1/1/99 12/1/28 1639.31 3/1/99 234450 233924.74 233924.74
22327845 75.0 7.125 2/1/99 1/1/19 2947.32 3/1/99 376500 375788.15 375072.07
22339584 76.8 7.25 3/1/99 2/1/29 4136.72 3/1/99 606400 606400.00 605926.95
22360416 59.2 7.125 3/1/99 2/1/29 2391.7 3/1/99 355000 355000.00 354716.11
22373906 79.3 6.875 2/1/99 1/1/29 1744.15 3/1/99 265500 265276.94 265052.61
22375711 80.0 6.75 12/1/98 11/1/28 2650.82 3/1/99 408700 407638.41 407280.56
22378905 72.2 6.625 12/1/98 11/1/28 2125.2 3/1/99 331900 331016.63 330718.92
22385124 80.0 6.75 1/1/99 12/1/28 2379.06 3/1/99 366800 365718.03 365718.03
22394308 40.0 7.25 2/1/99 1/1/19 2766.32 3/1/99 350000 348692.59 348692.59
22395271 75.0 6.875 2/1/99 1/1/29 2217.13 3/1/99 337500 337133.59 336847.95
22395693 77.8 6.875 2/1/99 1/1/29 1616.04 3/1/99 246000 245793.34 245585.49
22397574 61.1 6.875 2/1/99 1/1/29 2167.87 3/1/99 330000 329722.76 329443.93
22399497 80.0 6.625 2/1/99 1/1/29 2313.12 3/1/99 361250 360931.28 360610.80
22409213 88.6 6.875 2/1/99 1/1/29 1891.95 3/1/99 288000 287758.05 287514.71
22410807 69.4 6.75 2/1/99 1/1/29 2205.23 3/1/99 340000 339707.27 339412.89
22411649 75.0 6.5 2/1/99 1/1/29 2844.31 3/1/99 450000 449593.19 449184.18
22430417 48.4 7 1/1/99 12/1/28 3060.39 3/1/99 460000 458862.20 458862.20
22439178 95.0 7.875 2/1/99 1/1/29 1979.44 3/1/99 273000 272812.12 272623.01
22440549 78.4 7.125 1/1/99 12/1/28 2694.87 3/1/99 400000 399358.35 399034.67
22440622 73.8 7.125 1/1/99 12/1/28 1616.92 3/1/99 240000 239515.01 239320.21
22440663 79.8 6.875 1/1/99 12/1/28 2522.61 3/1/99 384000 383352.93 383026.61
22441760 90.0 7.125 3/1/99 2/1/29 2152.53 3/1/99 319500 319500.00 319244.50
22442164 56.0 7 2/1/99 1/1/29 2534.8 3/1/99 381000 380687.70 380373.58
22442263 80.0 7.5 2/1/99 1/1/29 1949.41 3/1/99 278800 278593.09 278384.89
22454342 55.2 7 3/1/99 2/1/29 5322.42 3/1/99 800000 800000.00 799344.25
22460695 80.0 7.375 1/1/99 12/1/28 3453.38 3/1/99 500000 499236.74 498851.59
22466213 80.0 7.375 2/1/99 1/1/29 2348.3 3/1/99 340000 339741.28 339480.97
22486120 75.3 7 2/1/99 1/1/29 1879.48 3/1/99 282500 282268.44 282035.53
22489546 90.0 7.25 1/1/99 12/1/28 1933.97 3/1/99 283500 283056.35 282832.51
22493878 75.0 7.125 2/1/99 1/1/29 1768.51 3/1/99 262500 262290.08 262078.92
22495527 80.0 7.5 1/1/99 12/1/28 2602.76 3/1/99 372240 371685.75 371406.03
22496434 80.0 7.25 1/1/99 12/1/28 2030.16 3/1/99 297600 297034.28 296798.70
22498406 80.0 7.5 1/1/99 12/1/28 1789.99 3/1/99 256000 255618.83 255426.46
22499461 61.5 7.125 2/1/99 1/1/29 3018.26 3/1/99 448000 447641.74 447281.35
22499750 62.5 7.375 2/1/99 1/1/29 1726.69 3/1/99 250000 249809.77 249618.37
22499875 42.2 7 1/1/99 12/1/28 2805.58 3/1/99 421700 420656.93 420656.93
22500045 69.8 7.125 2/1/99 1/1/29 2256.96 3/1/99 335000 334732.10 334462.61
22500342 80.0 7.125 2/1/99 1/1/29 3074.18 3/1/99 456300 455935.10 455568.03
22500433 75.5 7.5 2/1/99 1/1/29 1879.49 3/1/99 268800 266940.17 266940.17
22500599 80.0 7.25 2/1/99 1/1/29 1771.27 3/1/99 259650 259447.45 259243.68
22500987 65.6 7.375 2/1/99 1/1/29 3453.38 3/1/99 500000 499619.54 499236.74
22502876 89.6 7.25 1/1/99 12/1/28 2476.3 3/1/99 363000 362431.94 362145.33
22503387 95.0 7.75 1/1/99 12/1/28 1837.6 3/1/99 256500 256136.75 255953.37
22504914 69.4 7.375 2/1/99 1/1/29 2267.66 3/1/99 328324 327074.16 326816.64
22507248 80.0 7.25 2/1/99 1/1/29 3312.65 3/1/99 485600 485221.18 484840.07
22509723 71.5 7.25 2/1/99 1/1/29 1657.69 3/1/99 243000 242810.44 242619.73
22514939 80.0 7.125 2/1/99 1/1/29 1886.42 3/1/99 280000 279776.08 279550.83
22517031 74.7 7.25 3/1/99 2/1/29 2701.42 3/1/99 396000 396000.00 395691.08
22519052 68.6 7.125 2/1/99 1/1/29 1751.67 3/1/99 260000 259792.08 259582.93
22521272 74.3 6.875 2/1/99 1/1/29 2148.16 3/1/99 327000 326448.98 326448.98
22521751 76.0 7.375 2/1/99 1/1/29 2624.57 3/1/99 380000 379710.85 379419.92
22521769 74.8 7.25 2/1/99 1/1/29 2169.32 3/1/99 318000 317245.48 316992.85
22522536 75.0 7.625 2/1/99 1/1/29 2229.56 3/1/99 315000 314542.55 314542.55
22522957 76.3 7.5 2/1/99 1/1/29 1734.05 3/1/99 248000 247815.95 247630.75
22523047 76.5 7.25 2/1/99 1/1/29 4434.15 3/1/99 650000 649492.83 648982.70
22524565 80.0 7.375 1/1/99 12/1/28 1795.76 3/1/99 260000 258864.56 258659.74
22526503 75.0 7.5 3/1/99 2/1/29 1887.88 3/1/99 270000 270000.00 269799.62
22529119 58.0 7.5 1/1/99 12/1/28 1678.11 3/1/99 240000 239642.67 239462.33
22530547 90.0 7.25 1/1/99 12/1/28 2344.64 3/1/99 343700 343041.72 342769.62
22531842 95.0 7 2/1/99 1/1/29 1886.64 3/1/99 283575 282641.13 282641.13
22532683 79.9 7 2/1/99 1/1/29 1849.55 3/1/99 278000 277542.91 277542.91
22532816 75.0 7.5 1/1/99 12/1/28 1878.79 3/1/99 268700 268098.01 268098.01
22533012 64.5 7.125 2/1/99 1/1/29 3206.9 3/1/99 476000 475619.35 475236.44
22535199 42.1 7 2/1/99 1/1/29 2661.21 3/1/99 400000 399672.12 399342.33
22536700 65.0 7 3/1/99 2/1/29 1989.25 3/1/99 299000 299000.00 298754.92
22538185 54.9 7.25 2/1/99 1/1/29 1705.44 3/1/99 250000 249608.78 249608.78
22538516 65.7 7.125 2/1/99 1/1/29 4379.17 3/1/99 650000 648957.33 648957.33
22538656 70.2 7.625 2/1/99 1/1/24 2069.21 3/1/99 276950 276640.58 276329.19
22538961 90.0 7.25 1/1/99 12/1/28 1829.6 3/1/99 268200 267780.29 267568.53
22540025 57.1 7.5 1/1/99 12/1/28 2796.86 3/1/99 400000 399404.42 399103.84
22541288 67.1 7 2/1/99 1/1/29 2297.95 3/1/99 345400 345116.88 344832.11
22544308 73.6 7.375 2/1/99 1/1/29 2762.71 3/1/99 400000 399389.37 399389.37
22545792 80.0 7.25 2/1/99 1/1/29 1036.23 3/1/99 151900 151781.50 151662.28
22545842 80.0 7.25 1/1/99 12/1/28 676.72 3/1/99 99200 98966.44 98966.44
22546097 80.0 7.5 1/1/99 12/1/28 2472.42 3/1/99 353600 353073.52 352807.81
22546329 75.0 7.25 2/1/99 1/1/29 2031.18 3/1/99 297750 297469.64 297235.67
22548002 80.0 7.375 2/1/99 1/1/29 2370.4 3/1/99 343200 342938.85 342676.10
22549281 77.7 7.375 2/1/99 1/1/29 3166.75 3/1/99 458500 457800.08 457800.08
22549679 71.1 7 2/1/99 1/1/29 1863.84 3/1/99 280150 279920.37 279689.40
22549893 77.5 6.875 2/1/99 1/1/29 2036.48 3/1/99 310000 309739.56 309477.63
22551402 77.3 7.25 1/1/99 12/1/28 2899.25 3/1/99 425000 424334.92 423999.36
22551428 74.9 7 2/1/99 1/1/29 2069.09 3/1/99 311000 310488.67 310488.67
22552087 75.0 7.375 2/1/99 1/1/29 3330.78 3/1/99 482250 481883.04 481513.83
22552186 95.0 7.625 2/1/99 1/1/29 1798.5 3/1/99 254100 253916.08 253731.01
22552723 94.6 7.125 2/1/99 1/1/29 1547.87 3/1/99 229750 229566.27 229381.45
22552822 80.0 7.25 2/1/99 1/1/29 1702.71 3/1/99 249600 249405.29 249209.40
22553317 80.0 7.375 2/1/99 1/1/29 3204.73 3/1/99 464000 463646.94 463291.71
22556872 84.0 7.375 1/1/99 12/1/28 1643.81 3/1/99 238000 237636.69 237453.36
22557433 73.1 7.25 1/1/99 12/1/28 2967.47 3/1/99 435000 434319.26 433975.80
22558456 80.0 7.5 1/1/99 12/1/28 4111.38 3/1/99 588000 587124.51 586682.66
22558613 85.3 7 2/1/99 1/1/29 1787.74 3/1/99 268710 268489.74 268268.19
22558647 89.8 7.5 1/1/99 12/1/28 1632.67 3/1/99 233500 233051.71 232875.61
22558977 71.4 7.25 3/1/99 2/1/29 3629.18 3/1/99 532000 532000.00 531584.99
22559728 75.0 7.25 2/1/99 1/1/29 4144.23 3/1/99 607500 607026.08 606549.30
22560312 90.0 7.5 3/1/99 2/1/29 1906.76 3/1/99 272700 272700.00 272497.62
22561021 80.0 7.625 1/1/99 12/1/28 2202.65 3/1/99 311200 310520.01 310520.01
22561724 80.0 7.5 2/1/99 1/1/29 2304.62 3/1/99 329600 329355.38 329109.23
22564108 80.0 7.125 2/1/99 1/1/29 1791.42 3/1/99 265900 265687.36 265473.46
22564579 95.0 7.625 2/1/99 1/1/29 1701.18 3/1/99 240350 240176.04 240000.98
22569065 80.0 7.25 1/1/99 12/1/28 1719.09 3/1/99 252000 251605.63 251406.66
22570089 95.0 7.125 2/1/99 1/1/29 1888.1 3/1/99 280250 280025.88 279800.43
22570329 73.4 7.25 1/1/99 12/1/28 3131.19 3/1/99 459000 458278.71 457916.29
22571236 80.0 7.625 2/1/99 1/1/29 2774.55 3/1/99 392000 391716.28 391430.76
22571590 95.0 7.375 2/1/99 1/1/29 2132.46 3/1/99 308750 308515.07 308278.69
22571871 56.0 6.875 2/1/99 1/1/29 1746.77 3/1/99 265900 265676.62 265451.96
22571947 80.0 7.625 2/1/99 1/1/29 3765.47 3/1/99 532000 531614.95 531227.45
22571954 80.0 7.375 2/1/99 1/1/29 2486.44 3/1/99 360000 359726.06 359450.44
22572051 80.0 7.625 1/1/99 12/1/28 2583.1 3/1/99 364950 363527.47 363527.47
22572226 78.9 7.375 2/1/99 1/1/29 3062.8 3/1/99 443450 443112.57 442773.07
22572358 76.1 7.25 1/1/99 12/1/28 2387.62 3/1/99 350000 349327.44 349050.34
22572721 90.0 7.375 2/1/99 1/1/29 1989.15 3/1/99 288000 287780.85 287560.35
22573026 80.0 7.25 2/1/99 1/1/29 2684.7 3/1/99 393550 393243.00 392934.14
22573075 75.6 7.25 2/1/99 1/1/29 1691.8 3/1/99 248000 247806.53 247611.89
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27679265 50.7 7.375 3/1/99 2/1/29 1837.2 3/1/99 266000 265534.79 265534.79
27679562 80.0 7 3/1/99 2/1/29 1700.52 3/1/99 255600 255600.00 255390.48
27679729 68.7 7.25 3/1/99 2/1/29 2865.15 3/1/99 420000 420000.00 419672.35
27679869 80.0 6.875 3/1/99 2/1/29 2879.32 3/1/99 438300 438300.00 437931.77
27680545 57.1 7.375 3/1/99 2/1/29 3556.98 3/1/99 515000 515000.00 514608.12
27681998 80.0 7.25 3/1/99 2/1/29 1860.98 3/1/99 272800 272587.19 272587.19
27684059 69.6 6.75 4/1/99 3/1/29 2685.2 3/1/99 414000 414000.00 414000.00
27686187 74.4 7.25 3/1/99 2/1/29 2182.97 3/1/99 320000 320000.00 319750.36
27686617 80.0 7 3/1/99 2/1/29 1926.72 3/1/99 289600 289600.00 289362.61
27687524 69.3 7.5 3/1/99 2/1/29 1985.77 3/1/99 284000 284000.00 283789.23
27688506 64.6 7.375 3/1/99 2/1/29 2324.13 3/1/99 336500 336500.00 336243.94
27689835 69.4 6.875 4/1/99 3/1/29 2102.18 3/1/99 320000 320000.00 320000.00
27692623 80.0 7.25 3/1/99 2/1/29 4027.57 3/1/99 590400 589401.32 588934.72
27692755 78.8 7 3/1/99 2/1/29 2122.32 3/1/99 319000 319000.00 318738.51
27694215 62.8 6.875 3/1/99 2/1/29 1691.6 3/1/99 257500 257283.66 257283.66
27695642 54.5 6.75 4/1/99 3/1/29 1945.8 3/1/99 300000 300000.00 300000.00
27696251 80.0 7.25 4/1/99 3/1/29 4338.65 3/1/99 636000 636000.00 636000.00
27698273 62.8 7.25 3/1/99 2/1/29 1841.88 3/1/99 270000 270000.00 269789.37
27698646 73.4 7.25 4/1/99 3/1/29 2878.79 3/1/99 422000 422000.00 422000.00
27700517 62.7 7.125 3/1/99 2/1/29 3334.91 3/1/99 495000 495000.00 494604.15
27702125 70.0 7.375 4/1/99 3/1/29 3524.52 3/1/99 510300 510300.00 510300.00
27704204 80.0 7 3/1/99 2/1/29 2208.81 3/1/99 332000 332000.00 331727.86
27704600 75.0 7.5 3/1/99 2/1/29 2150.09 3/1/99 307500 307500.00 307271.79
27704618 58.8 7.375 3/1/99 2/1/29 2436.71 3/1/99 352800 352800.00 352531.54
27705276 76.5 7.125 4/1/99 3/1/29 3503.34 3/1/99 520000 520000.00 520000.00
27705912 63.2 6.875 3/1/99 2/1/29 2535.75 3/1/99 386000 386000.00 385675.71
27707470 37.5 7.375 4/1/99 3/1/29 3515.54 3/1/99 509000 509000.00 509000.00
27709716 75.4 6.625 3/1/99 2/1/29 1664.81 3/1/99 260000 260000.00 259770.61
27712348 35.8 7 3/1/99 2/1/29 1848.22 3/1/99 277800 277800.00 277572.28
27712843 46.7 6.5 3/1/99 2/1/29 2212.24 3/1/99 350000 349683.59 349683.59
27713049 59.5 7 4/1/99 3/1/29 2295.3 3/1/99 345000 345000.00 345000.00
27716323 80.0 6.75 4/1/99 3/1/29 1701.93 3/1/99 262400 262400.00 262400.00
27716729 80.0 7.125 3/1/99 2/1/29 3274.95 3/1/99 486100 486100.00 485711.27
27718469 21.8 7.125 4/1/99 3/1/29 2344.55 3/1/99 348000 348000.00 348000.00
27719129 57.4 7 4/1/99 3/1/29 1909.42 3/1/99 287000 287000.00 287000.00
27721075 80.0 7 3/1/99 2/1/29 3699.09 3/1/99 556000 556000.00 555544.24
27722610 43.9 7.375 3/1/99 2/1/29 3028.62 3/1/99 438500 438500.00 438166.33
27722800 69.7 7.375 3/1/99 2/1/29 2334.49 3/1/99 338000 338000.00 337742.80
27724004 69.0 7 3/1/99 2/1/29 3579.33 3/1/99 538000 538000.00 537559.00
27725803 50.0 6.5 4/1/99 3/1/29 2212.24 3/1/99 350000 350000.00 350000.00
27726017 67.5 6.625 4/1/99 3/1/29 1728.84 3/1/99 270000 270000.00 270000.00
27726751 61.7 6.75 4/1/99 3/1/29 2122.22 3/1/99 327200 327200.00 327200.00
27729532 70.0 7.25 3/1/99 2/1/29 4249.96 3/1/99 623000 622266.50 622266.50
27730381 60.8 7.25 4/1/99 3/1/29 2735.53 3/1/99 401000 401000.00 401000.00
27730498 80.0 7 3/1/99 2/1/29 2262.03 3/1/99 340000 340000.00 339721.30
27737030 69.6 7.125 4/1/99 3/1/29 3072.16 3/1/99 456000 456000.00 456000.00
27737097 74.8 7.375 3/1/99 2/1/29 4337.44 3/1/99 628000 628000.00 627522.14
27737204 69.6 7.25 3/1/99 2/1/29 2421.73 3/1/99 355000 355000.00 354723.06
27738822 38.4 7 3/1/99 2/1/29 2552.77 3/1/99 383700 383700.00 383385.48
27739150 63.2 7 3/1/99 2/1/29 1899.44 3/1/99 285500 285500.00 285265.98
27742352 74.8 7.375 3/1/99 2/1/29 2065.12 3/1/99 299000 299000.00 298772.48
27743046 77.8 7 4/1/99 3/1/29 2328.56 3/1/99 350000 350000.00 350000.00
27744036 65.0 7.25 4/1/99 3/1/29 4434.15 3/1/99 650000 650000.00 650000.00
27744275 74.9 7.25 3/1/99 2/1/29 2278.47 3/1/99 334000 334000.00 333739.45
27744861 69.4 7.25 4/1/99 3/1/29 2510.41 3/1/99 368000 368000.00 368000.00
27745082 62.4 7 4/1/99 3/1/29 2741.05 3/1/99 412000 412000.00 412000.00
27745504 61.4 7.25 4/1/99 3/1/29 2026.07 3/1/99 297000 297000.00 297000.00
27745660 75.0 7.25 4/1/99 3/1/29 2839.56 3/1/99 416250 416250.00 416250.00
27746239 74.5 7.25 3/1/99 2/1/29 2387.62 3/1/99 350000 350000.00 349726.96
27746460 73.6 7.25 4/1/99 3/1/29 1807.77 3/1/99 265000 265000.00 265000.00
27749357 39.0 6.625 3/1/99 2/1/29 2996.66 3/1/99 468000 468000.00 467587.09
27752070 74.1 7 4/1/99 3/1/29 1995.91 3/1/99 300000 300000.00 300000.00
27753516 90.0 7.25 3/1/99 2/1/29 1995.37 3/1/99 292500 292500.00 292271.82
27758499 54.1 6.875 4/1/99 3/1/29 3941.58 3/1/99 600000 600000.00 600000.00
27762293 76.3 7.125 3/1/99 2/1/29 2411.92 3/1/99 358000 358000.00 357713.71
27762806 54.0 6.875 4/1/99 3/1/29 1708.02 3/1/99 260000 260000.00 260000.00
30005151 80.0 7.625 3/1/99 2/1/29 2893.47 3/1/99 408800 408800.00 408504.11
Total Loans 1220
Sched UPB $416,136,320.09
WAC 7.184
WAM 357.3
WOLTV 72.4
WCLTV 72.3
</TABLE>
<TABLE>
<CAPTION>
LOAN# PURP DOC APPRAISAL RTRM CLTV
- ----- ---- --- --------- ---- ----
<S> <C> <C> <C> <C> <C>
22507339 R/T REFI FULL/ALT 345000 359 78.1
22663801 R/T REFI FULL/ALT 355000 359 78.6
22670293 PURCH FULL/ALT 436000 359 80.0
22678528 R/T REFI FULL/ALT 430000 359 80.0
22685754 C/O REFI FULL/ALT 525000 359 70.0
22688923 PURCH FULL/ALT 335000 359 87.8
22703557 C/O REFI FULL/ALT 384000 359 65.1
22706832 R/T REFI FULL/ALT 513000 299 75.0
22710305 R/T REFI FULL/ALT 423000 360 75.7
22713101 PURCH FULL/ALT 541000 359 71.4
22716716 PURCH FULL/ALT 400000 359 80.0
22720163 R/T REFI FULL/ALT 525000 359 48.1
22720767 PURCH FULL/ALT 400000 359 90.0
22720908 PURCH FULL/ALT 455000 359 80.0
22725253 R/T REFI FULL/ALT 380000 299 75.0
22725626 R/T REFI FULL/ALT 490000 360 59.8
22731012 R/T REFI FULL/ALT 745000 357 64.0
22732382 R/T REFI FULL/ALT 580000 360 67.8
22737175 R/T REFI FULL/ALT 600000 359 78.5
22737837 R/T REFI FULL/ALT 382000 239 78.0
22745913 R/T REFI FULL/ALT 440000 359 63.6
22746101 PURCH FULL/ALT 390000 359 80.0
22746515 PURCH FULL/ALT 525000 359 79.9
22748552 C/O REFI FULL/ALT 540000 359 66.7
22749535 PURCH FULL/ALT 380000 359 80.0
22750491 R/T REFI FULL/ALT 675000 359 71.0
22780563 PURCH FULL/ALT 750000 359 49.0
27646785 R/T REFI FULL/ALT 400000 360 65.0
27670686 PURCH FULL/ALT 285000 360 90.0
27671932 PURCH FULL/ALT 337000 360 80.0
27678481 PURCH FULL/ALT 370000 360 80.0
27746155 PURCH FULL/ALT 480000 360 80.0
27761857 R/T REFI FULL/ALT 412000 360 80.0
21807797 R/T REFI FULL/ALT 575000 358 77.3
21884051 PURCH FULL/ALT 1525000 359 42.9
21922505 R/T REFI FULL/ALT 298000 351 79.5
21982400 PURCH FULL/ALT 350000 358 79.9
22038095 PURCH FULL/ALT 485511 359 80.0
22059000 PURCH FULL/ALT 274000 359 94.9
22063929 PURCH FULL/ALT 305000 358 89.8
22094742 PURCH FULL/ALT 270000 358 94.8
22105514 PURCH FULL/ALT 380000 358 79.9
22169361 PURCH FULL/ALT 325000 358 89.8
22172654 R/T REFI FULL/ALT 365000 358 70.1
22204317 R/T REFI FULL/ALT 475000 358 61.2
22226146 PURCH FULL/ALT 339000 358 79.8
22286355 PURCH FULL/ALT 320000 369 79.9
22303101 C/O REFI FULL/ALT 415000 357 74.9
22307177 R/T REFI FULL/ALT 525000 359 65.7
22310882 PURCH FULL/ALT 323000 357 92.7
22317622 C/O REFI FULL/ALT 630000 358 45.1
22321632 PURCH FULL/ALT 254000 357 94.9
22326037 R/T REFI FULL/ALT 300000 357 78.0
22327845 R/T REFI FULL/ALT 502000 238 74.9
22339584 R/T REFI FULL/ALT 790000 359 76.8
22360416 R/T REFI FULL/ALT 600000 359 59.2
22373906 R/T REFI FULL/ALT 335000 358 79.2
22375711 PURCH FULL/ALT 512000 356 79.8
22378905 R/T REFI FULL/ALT 460000 356 72.0
22385124 PURCH FULL/ALT 470000 357 79.8
22394308 R/T REFI FULL/ALT 875000 238 39.9
22395271 R/T REFI FULL/ALT 450000 358 74.9
22395693 R/T REFI FULL/ALT 316000 358 77.8
22397574 C/O REFI FULL/ALT 540000 358 61.1
22399497 PURCH FULL/ALT 452000 358 79.9
22409213 R/T REFI FULL/ALT 325000 358 88.5
22410807 R/T REFI FULL/ALT 490000 358 69.3
22411649 C/O REFI FULL/ALT 600000 358 74.9
22430417 R/T REFI FULL/ALT 950000 357 48.3
22439178 PURCH FULL/ALT 287500 358 94.9
22440549 R/T REFI FULL/ALT 510000 357 78.3
22440622 R/T REFI FULL/ALT 325000 357 73.7
22440663 R/T REFI FULL/ALT 481000 357 79.7
22441760 PURCH FULL/ALT 356000 359 90.0
22442164 R/T REFI FULL/ALT 680000 358 56.0
22442263 R/T REFI FULL/ALT 348500 358 79.9
22454342 PURCH FULL/ALT 1450000 359 55.2
22460695 R/T REFI FULL/ALT 625000 357 79.9
22466213 PURCH FULL/ALT 425000 358 79.9
22486120 R/T REFI FULL/ALT 375000 358 75.3
22489546 PURCH FULL/ALT 315000 357 89.9
22493878 C/O REFI FULL/ALT 350000 358 74.9
22495527 PURCH FULL/ALT 466000 357 79.9
22496434 R/T REFI FULL/ALT 372000 357 79.8
22498406 R/T REFI FULL/ALT 320000 357 79.9
22499461 R/T REFI FULL/ALT 728000 358 61.5
22499750 R/T REFI FULL/ALT 400000 358 62.5
22499875 R/T REFI FULL/ALT 1000000 357 42.1
22500045 C/O REFI FULL/ALT 480000 358 69.7
22500342 PURCH FULL/ALT 575000 358 79.9
22500433 R/T REFI FULL/ALT 356000 358 75.0
22500599 PURCH FULL/ALT 325000 358 79.9
22500987 PURCH FULL/ALT 780000 358 65.6
22502876 R/T REFI FULL/ALT 405000 357 89.5
22503387 PURCH FULL/ALT 274000 357 94.9
22504914 PURCH FULL/ALT 475000 358 69.1
22507248 PURCH FULL/ALT 610000 358 79.9
22509723 R/T REFI FULL/ALT 340000 358 71.4
22514939 R/T REFI FULL/ALT 350000 358 79.9
22517031 R/T REFI FULL/ALT 530000 359 74.7
22519052 C/O REFI FULL/ALT 379000 358 68.5
22521272 R/T REFI FULL/ALT 440000 358 74.2
22521751 R/T REFI FULL/ALT 500000 358 75.9
22521769 R/T REFI FULL/ALT 425000 358 74.6
22522536 R/T REFI FULL/ALT 420000 358 74.9
22522957 R/T REFI FULL/ALT 325000 358 76.3
22523047 R/T REFI FULL/ALT 850000 358 76.4
22524565 R/T REFI FULL/ALT 325000 357 79.7
22526503 R/T REFI FULL/ALT 360000 359 75.0
22529119 PURCH FULL/ALT 414000 357 57.9
22530547 PURCH FULL/ALT 382000 357 89.8
22531842 PURCH FULL/ALT 300000 358 94.7
22532683 R/T REFI FULL/ALT 348000 358 79.8
22532816 PURCH FULL/ALT 375500 357 74.8
22533012 R/T REFI FULL/ALT 738000 358 64.4
22535199 C/O REFI FULL/ALT 950000 358 42.1
22536700 R/T REFI FULL/ALT 460000 359 65.0
22538185 PURCH FULL/ALT 455000 358 54.9
22538516 R/T REFI FULL/ALT 990000 358 65.6
22538656 C/O REFI FULL/ALT 394500 298 70.1
22538961 PURCH FULL/ALT 300000 357 89.9
22540025 C/O REFI FULL/ALT 700000 357 57.1
22541288 R/T REFI FULL/ALT 515000 358 67.0
22544308 R/T REFI FULL/ALT 545000 358 73.5
22545792 PURCH FULL/ALT 192000 358 79.9
22545842 PURCH FULL/ALT 130000 357 79.8
22546097 PURCH FULL/ALT 442000 357 79.9
22546329 C/O REFI FULL/ALT 397000 358 74.9
22548002 PURCH FULL/ALT 429000 358 79.9
22549281 R/T REFI FULL/ALT 590000 358 77.6
22549679 PURCH FULL/ALT 396000 358 71.1
22549893 R/T REFI FULL/ALT 400000 358 77.4
22551402 R/T REFI FULL/ALT 550000 357 77.2
22551428 C/O REFI FULL/ALT 415000 358 74.8
22552087 R/T REFI FULL/ALT 643000 358 74.9
22552186 PURCH FULL/ALT 267500 358 94.9
22552723 PURCH FULL/ALT 249000 358 94.6
22552822 PURCH FULL/ALT 313000 358 79.9
22553317 PURCH FULL/ALT 580000 358 79.9
22556872 PURCH FULL/ALT 290000 357 83.9
22557433 PURCH FULL/ALT 600000 357 73.0
22558456 R/T REFI FULL/ALT 735000 357 79.9
22558613 R/T REFI FULL/ALT 315000 358 85.2
22558647 R/T REFI FULL/ALT 260000 357 89.6
22558977 R/T REFI FULL/ALT 745000 359 71.4
22559728 R/T REFI FULL/ALT 810000 358 74.9
22560312 R/T REFI FULL/ALT 303000 359 90.0
22561021 PURCH FULL/ALT 390000 357 79.8
22561724 PURCH FULL/ALT 415000 358 79.9
22564108 PURCH FULL/ALT 333000 358 79.9
22564579 PURCH FULL/ALT 253000 358 94.9
22569065 PURCH FULL/ALT 318000 357 79.9
22570089 PURCH FULL/ALT 305000 358 94.9
22570329 R/T REFI FULL/ALT 625000 357 73.3
22571236 PURCH FULL/ALT 499200 358 79.9
22571590 PURCH FULL/ALT 335000 358 94.9
22571871 R/T REFI FULL/ALT 475000 358 56.0
22571947 PURCH FULL/ALT 670000 358 79.9
22571954 C/O REFI FULL/ALT 450000 358 79.9
22572051 PURCH FULL/ALT 460000 357 79.7
22572226 PURCH FULL/ALT 572500 358 78.9
22572358 R/T REFI FULL/ALT 460000 357 76.0
22572721 R/T REFI FULL/ALT 320000 358 89.9
22573026 PURCH FULL/ALT 492000 358 79.9
22573075 PURCH FULL/ALT 330000 358 75.6
22573323 R/T REFI FULL/ALT 360000 358 78.7
22574404 PURCH FULL/ALT 292000 358 94.9
22574545 PURCH FULL/ALT 460000 358 66.1
22575484 R/T REFI FULL/ALT 452000 358 79.9
22576318 PURCH FULL/ALT 290000 357 94.9
22576847 R/T REFI FULL/ALT 340000 358 89.7
22577191 PURCH FULL/ALT 1050000 358 70.6
22577290 PURCH FULL/ALT 385000 358 79.9
22577316 PURCH FULL/ALT 462000 358 79.9
22577522 R/T REFI FULL/ALT 395000 358 78.5
22577647 C/O REFI FULL/ALT 350000 357 74.9
22577696 R/T REFI FULL/ALT 410000 358 78.5
22578470 PURCH FULL/ALT 408500 357 74.9
22578553 R/T REFI FULL/ALT 695000 358 74.6
22578777 C/O REFI FULL/ALT 625000 359 57.6
22579478 R/T REFI FULL/ALT 355000 358 77.7
22579767 PURCH FULL/ALT 298000 357 79.9
22579916 R/T REFI FULL/ALT 425000 357 85.6
22580500 PURCH FULL/ALT 345000 358 79.9
22581268 PURCH FULL/ALT 314000 358 94.9
22581292 C/O REFI FULL/ALT 415000 358 74.8
22581417 PURCH FULL/ALT 312000 358 89.9
22581532 PURCH FULL/ALT 425000 357 79.9
22581896 PURCH FULL/ALT 325000 358 79.9
22581995 PURCH FULL/ALT 330000 357 89.9
22582274 PURCH FULL/ALT 620000 358 75.5
22582290 R/T REFI FULL/ALT 403000 299 75.8
22585186 PURCH FULL/ALT 292000 358 79.9
22585491 PURCH FULL/ALT 423000 357 67.3
22586150 PURCH FULL/ALT 318000 358 94.9
22586192 PURCH FULL/ALT 344000 358 79.9
22587091 PURCH FULL/ALT 410000 357 79.8
22587729 R/T REFI FULL/ALT 268000 357 88.7
22588438 R/T REFI FULL/ALT 360000 358 71.9
22589253 PURCH FULL/ALT 350000 358 79.9
22589337 R/T REFI FULL/ALT 355000 357 79.9
22589550 PURCH FULL/ALT 365000 359 80.0
22590004 PURCH FULL/ALT 293000 358 89.4
22590012 PURCH FULL/ALT 281500 357 94.9
22590160 C/O REFI FULL/ALT 325000 358 74.9
22590566 PURCH FULL/ALT 385000 358 79.9
22590962 PURCH FULL/ALT 410000 358 79.9
22591093 PURCH FULL/ALT 308000 358 79.9
22591200 R/T REFI FULL/ALT 326000 358 79.7
22591440 R/T REFI FULL/ALT 440000 358 79.3
22591556 R/T REFI FULL/ALT 380000 358 78.3
22592364 PURCH FULL/ALT 315000 358 89.9
22592927 C/O REFI FULL/ALT 400000 358 74.9
22593065 PURCH FULL/ALT 838000 357 78.0
22593156 C/O REFI FULL/ALT 650000 358 50.0
22593545 PURCH FULL/ALT 310000 358 79.9
22594204 R/T REFI FULL/ALT 1650000 358 22.4
22594733 PURCH FULL/ALT 400000 358 87.6
22594964 R/T REFI FULL/ALT 1350000 357 37.0
22595045 PURCH FULL/ALT 780000 359 79.9
22595193 PURCH FULL/ALT 767000 358 79.9
22595359 PURCH FULL/ALT 335000 358 79.9
22595391 PURCH FULL/ALT 508000 357 79.9
22595888 R/T REFI FULL/ALT 455000 357 79.9
22595912 C/O REFI FULL/ALT 700000 357 49.2
22596118 PURCH FULL/ALT 379950 357 79.8
22596209 PURCH FULL/ALT 425000 358 79.9
22596886 R/T REFI FULL/ALT 392000 358 79.9
22596951 R/T REFI FULL/ALT 355000 358 83.6
22597181 C/O REFI FULL/ALT 775000 358 69.1
22597504 R/T REFI FULL/ALT 1010000 358 45.0
22597975 R/T REFI FULL/ALT 400000 358 70.7
22598098 R/T REFI FULL/ALT 361000 357 74.1
22598106 R/T REFI FULL/ALT 315000 358 77.3
22598544 R/T REFI FULL/ALT 415000 358 79.9
22598569 C/O REFI FULL/ALT 675000 358 64.4
22598700 R/T REFI FULL/ALT 325000 358 81.4
22598759 PURCH FULL/ALT 380000 357 79.9
22598965 PURCH FULL/ALT 415000 357 79.9
22599260 R/T REFI FULL/ALT 615000 359 56.7
22599294 R/T REFI FULL/ALT 530000 359 76.3
22599310 R/T REFI FULL/ALT 760000 358 52.6
22599674 R/T REFI FULL/ALT 600000 359 78.8
22599872 PURCH FULL/ALT 540000 358 62.5
22599906 PURCH FULL/ALT 419000 358 76.0
22600217 PURCH FULL/ALT 248000 358 94.9
22600407 PURCH FULL/ALT 400000 357 65.6
22600597 PURCH FULL/ALT 470000 358 42.3
22600712 C/O REFI FULL/ALT 530000 358 47.2
22600860 R/T REFI FULL/ALT 450000 358 79.9
22601025 R/T REFI FULL/ALT 480000 358 72.9
22601173 R/T REFI FULL/ALT 355000 358 76.8
22601298 C/O REFI FULL/ALT 345000 358 74.9
22601306 R/T REFI FULL/ALT 350000 358 77.3
22603021 R/T REFI FULL/ALT 840000 358 58.9
22603161 PURCH FULL/ALT 375000 357 79.9
22603427 R/T REFI FULL/ALT 333000 359 76.7
22603765 R/T REFI FULL/ALT 360000 358 79.1
22604250 PURCH FULL/ALT 544000 357 79.9
22604359 C/O REFI FULL/ALT 405000 359 75.0
22604383 PURCH FULL/ALT 355000 358 79.9
22604441 PURCH FULL/ALT 345000 358 94.9
22604896 PURCH FULL/ALT 446500 358 79.9
22604979 PURCH FULL/ALT 652000 357 68.2
22604995 PURCH FULL/ALT 596000 357 79.9
22605091 PURCH FULL/ALT 400000 359 79.9
22605133 PURCH FULL/ALT 540000 358 79.9
22605513 R/T REFI FULL/ALT 540000 358 69.7
22605539 PURCH FULL/ALT 350000 359 79.9
22605562 PURCH FULL/ALT 519000 357 79.9
22605901 PURCH FULL/ALT 340000 357 79.8
22606214 PURCH FULL/ALT 476000 358 79.9
22606289 PURCH FULL/ALT 270000 358 89.8
22606404 PURCH FULL/ALT 330000 358 79.9
22606651 C/O REFI FULL/ALT 602000 359 69.9
22606735 PURCH FULL/ALT 355000 358 79.9
22607329 R/T REFI FULL/ALT 370000 358 78.0
22607428 R/T REFI FULL/ALT 500000 358 53.5
22607444 R/T REFI FULL/ALT 645000 359 47.3
22607592 PURCH FULL/ALT 290000 358 89.9
22608228 R/T REFI FULL/ALT 480000 358 70.6
22608798 R/T REFI FULL/ALT 425000 358 69.6
22609317 C/O REFI FULL/ALT 450000 358 74.9
22609861 PURCH FULL/ALT 269500 357 79.9
22610968 PURCH FULL/ALT 520000 359 54.0
22611040 PURCH FULL/ALT 450000 358 79.4
22611644 PURCH FULL/ALT 425000 358 64.6
22611685 PURCH FULL/ALT 359000 358 79.9
22612253 R/T REFI FULL/ALT 401750 359 69.9
22612279 PURCH FULL/ALT 750000 358 79.9
22612303 PURCH FULL/ALT 350000 359 90.0
22612345 C/O REFI FULL/ALT 405000 358 66.6
22612386 R/T REFI FULL/ALT 351000 359 89.7
22612469 PURCH FULL/ALT 320000 359 90.0
22612733 PURCH FULL/ALT 490000 358 79.9
22613186 PURCH FULL/ALT 300000 358 89.9
22613418 R/T REFI FULL/ALT 280000 359 90.0
22613475 PURCH FULL/ALT 361000 358 79.9
22613491 R/T REFI FULL/ALT 390000 359 74.8
22613830 PURCH FULL/ALT 268000 358 94.9
22614267 PURCH FULL/ALT 445000 358 70.7
22614416 R/T REFI FULL/ALT 1140000 358 67.5
22614754 R/T REFI FULL/ALT 385000 358 62.6
22614796 R/T REFI FULL/ALT 453000 358 72.0
22615017 PURCH FULL/ALT 407000 358 79.9
22615108 PURCH FULL/ALT 775000 358 46.3
22615124 PURCH FULL/ALT 325000 358 79.9
22615421 PURCH FULL/ALT 700000 359 80.0
22616114 PURCH FULL/ALT 650000 358 76.7
22616338 PURCH FULL/ALT 274000 358 94.9
22616700 PURCH FULL/ALT 500000 358 79.9
22617054 PURCH FULL/ALT 460000 358 84.9
22617161 R/T REFI FULL/ALT 335000 358 74.6
22617179 PURCH FULL/ALT 374000 357 79.9
22617302 R/T REFI FULL/ALT 480000 358 64.5
22617310 R/T REFI FULL/ALT 353000 358 79.3
22617716 PURCH FULL/ALT 317000 358 79.9
22617773 PURCH FULL/ALT 374000 357 79.8
22618011 R/T REFI FULL/ALT 467000 355 69.8
22618029 C/O REFI FULL/ALT 375000 358 74.1
22618128 PURCH FULL/ALT 289000 358 94.9
22618219 C/O REFI FULL/ALT 845000 358 71.2
22618268 PURCH FULL/ALT 591000 341 46.1
22618888 R/T REFI FULL/ALT 366000 357 84.9
22619282 PURCH FULL/ALT 540000 359 80.0
22619498 PURCH FULL/ALT 400000 358 78.7
22619860 R/T REFI FULL/ALT 365000 358 79.9
22620637 PURCH FULL/ALT 498500 358 55.6
22620884 C/O REFI FULL/ALT 410000 358 74.9
22621031 R/T REFI FULL/ALT 475000 359 77.5
22621056 C/O REFI FULL/ALT 410000 358 73.1
22621395 PURCH FULL/ALT 480000 358 79.9
22621510 PURCH FULL/ALT 545000 358 55.6
22621528 C/O REFI FULL/ALT 1200000 358 40.4
22621775 C/O REFI FULL/ALT 430000 358 74.9
22621866 C/O REFI FULL/ALT 500000 358 57.4
22622096 PURCH FULL/ALT 385000 358 71.2
22622195 PURCH FULL/ALT 369000 358 72.8
22622476 R/T REFI FULL/ALT 443000 358 79.9
22622484 PURCH FULL/ALT 400000 358 72.4
22622492 C/O REFI FULL/ALT 350000 358 74.9
22622690 R/T REFI FULL/ALT 383000 358 68.7
22623144 PURCH FULL/ALT 335000 358 79.6
22623151 PURCH FULL/ALT 311000 358 79.9
22623185 PURCH FULL/ALT 400000 358 73.7
22623243 PURCH FULL/ALT 325000 358 84.5
22623250 R/T REFI FULL/ALT 450000 359 73.3
22623292 PURCH FULL/ALT 315000 358 85.6
22623524 C/O REFI FULL/ALT 400000 358 70.5
22623540 PURCH FULL/ALT 325000 358 79.9
22623631 PURCH FULL/ALT 330000 358 79.9
22623755 R/T REFI FULL/ALT 450000 239 66.7
22624118 R/T REFI FULL/ALT 760000 358 78.8
22624217 PURCH FULL/ALT 455000 358 75.2
22624324 PURCH FULL/ALT 430000 358 70.5
22624431 PURCH FULL/ALT 293000 358 89.9
22624647 R/T REFI FULL/ALT 830000 359 68.3
22624696 R/T REFI FULL/ALT 765000 359 36.2
22624795 C/O REFI FULL/ALT 760000 358 74.9
22625024 R/T REFI FULL/ALT 355000 358 77.4
22625651 C/O REFI FULL/ALT 460000 359 71.3
22625974 R/T REFI FULL/ALT 600000 358 71.6
22626022 R/T REFI FULL/ALT 1350000 359 39.0
22626105 R/T REFI FULL/ALT 370000 358 79.9
22626154 R/T REFI FULL/ALT 314000 358 79.4
22626238 PURCH FULL/ALT 365000 358 89.9
22626295 C/O REFI FULL/ALT 405000 358 74.0
22626451 PURCH FULL/ALT 330000 358 89.9
22626469 PURCH FULL/ALT 745000 358 38.1
22626584 R/T REFI FULL/ALT 450000 359 72.2
22626667 C/O REFI FULL/ALT 615000 359 53.6
22626733 PURCH FULL/ALT 475000 359 58.6
22626873 R/T REFI FULL/ALT 625000 357 70.5
22626907 R/T REFI FULL/ALT 646000 359 59.5
22627160 R/T REFI FULL/ALT 410000 358 60.7
22627384 R/T REFI FULL/ALT 585000 358 79.9
22627574 PURCH FULL/ALT 400000 358 62.4
22627830 PURCH FULL/ALT 342000 358 79.9
22627848 R/T REFI FULL/ALT 707000 358 74.9
22627855 R/T REFI FULL/ALT 486000 358 79.9
22628473 PURCH FULL/ALT 559000 358 79.9
22628507 PURCH FULL/ALT 595000 358 79.2
22628549 C/O REFI FULL/ALT 500000 358 59.0
22628580 R/T REFI FULL/ALT 685000 358 47.4
22628713 PURCH FULL/ALT 639000 358 79.9
22628739 C/O REFI FULL/ALT 525000 358 63.3
22628754 R/T REFI FULL/ALT 375000 358 73.3
22628879 PURCH FULL/ALT 350000 358 77.5
22628945 PURCH FULL/ALT 400000 358 79.9
22629042 R/T REFI FULL/ALT 425000 358 74.9
22629570 PURCH FULL/ALT 489000 358 79.9
22630123 PURCH FULL/ALT 686500 359 80.0
22630388 C/O REFI FULL/ALT 485000 358 56.7
22630503 R/T REFI FULL/ALT 630000 359 64.2
22630750 PURCH FULL/ALT 372000 358 89.9
22630883 PURCH FULL/ALT 330000 358 91.3
22631014 C/O REFI FULL/ALT 400000 358 66.4
22631287 R/T REFI FULL/ALT 380000 357 79.9
22631295 R/T REFI FULL/ALT 950000 358 59.7
22631394 R/T REFI FULL/ALT 450000 358 88.2
22631519 C/O REFI FULL/ALT 595000 358 48.7
22631550 R/T REFI FULL/ALT 375000 358 81.4
22631873 R/T REFI FULL/ALT 580000 358 71.7
22631980 C/O REFI FULL/ALT 460000 358 72.8
22632434 C/O REFI FULL/ALT 435000 358 74.9
22632475 PURCH FULL/ALT 495000 358 80.1
22632608 R/T REFI FULL/ALT 425000 358 70.5
22632616 PURCH FULL/ALT 318000 358 79.9
22632657 R/T REFI FULL/ALT 475000 359 74.9
22632673 PURCH FULL/ALT 420000 358 79.9
22633267 R/T REFI FULL/ALT 545000 359 61.8
22633325 PURCH FULL/ALT 285000 358 94.9
22633465 C/O REFI FULL/ALT 750000 358 67.9
22633911 C/O REFI FULL/ALT 448000 358 73.6
22634497 PURCH FULL/ALT 366000 358 79.8
22634687 C/O REFI FULL/ALT 580000 358 74.9
22634711 R/T REFI FULL/ALT 420000 358 76.6
22634778 PURCH FULL/ALT 375000 358 89.7
22635239 R/T REFI FULL/ALT 390000 358 66.6
22635262 PURCH FULL/ALT 540000 359 80.0
22635395 R/T REFI FULL/ALT 580000 358 66.2
22635460 C/O REFI FULL/ALT 545000 358 73.3
22636955 R/T REFI FULL/ALT 1100000 359 52.0
22637037 PURCH FULL/ALT 390000 358 79.9
22637128 R/T REFI FULL/ALT 507000 359 68.7
22637276 PURCH FULL/ALT 670000 358 79.9
22637656 C/O REFI FULL/ALT 405000 358 66.9
22637680 PURCH FULL/ALT 365000 358 79.4
22638126 PURCH FULL/ALT 584000 359 80.0
22638258 R/T REFI FULL/ALT 460000 358 86.0
22638316 R/T REFI FULL/ALT 415000 358 68.8
22638746 PURCH FULL/ALT 467000 357 79.8
22638761 PURCH FULL/ALT 382000 357 79.8
22638787 PURCH FULL/ALT 393000 357 79.9
22638811 C/O REFI FULL/ALT 420000 358 70.5
22639330 PURCH FULL/ALT 370000 358 79.9
22639538 R/T REFI FULL/ALT 439000 358 73.7
22639983 C/O REFI FULL/ALT 745000 359 65.8
22640668 R/T REFI FULL/ALT 655000 358 67.2
22640924 R/T REFI FULL/ALT 455000 359 80.0
22641138 PURCH FULL/ALT 408000 359 79.9
22641435 PURCH FULL/ALT 385000 358 79.9
22641443 R/T REFI FULL/ALT 360000 358 78.2
22641666 PURCH FULL/ALT 462000 358 74.8
22641971 PURCH FULL/ALT 402000 358 89.9
22642151 R/T REFI FULL/ALT 372000 358 76.7
22642284 R/T REFI FULL/ALT 840000 358 74.9
22642391 R/T REFI FULL/ALT 566000 356 52.9
22642441 R/T REFI FULL/ALT 465000 359 78.9
22642904 PURCH FULL/ALT 391000 358 87.5
22643639 PURCH FULL/ALT 670000 358 79.9
22643928 PURCH FULL/ALT 1200000 358 55.6
22644090 PURCH FULL/ALT 290000 358 89.9
22644199 PURCH FULL/ALT 410000 358 79.7
22644272 PURCH FULL/ALT 325000 357 79.8
22644447 R/T REFI FULL/ALT 386000 359 79.9
22644504 R/T REFI FULL/ALT 420000 358 79.9
22644652 R/T REFI FULL/ALT 340000 358 73.5
22645386 R/T REFI FULL/ALT 645000 358 46.2
22645717 PURCH FULL/ALT 397000 358 79.8
22646152 PURCH FULL/ALT 650000 358 79.9
22646202 PURCH FULL/ALT 336000 358 79.9
22646210 R/T REFI FULL/ALT 625000 358 49.0
22646384 R/T REFI FULL/ALT 2920000 359 8.6
22646756 PURCH FULL/ALT 415000 359 90.0
22646798 R/T REFI FULL/ALT 330000 358 74.9
22646863 PURCH FULL/ALT 387000 238 74.8
22647317 PURCH FULL/ALT 178000 358 79.9
22647390 PURCH FULL/ALT 283000 359 90.0
22648166 PURCH FULL/ALT 476000 358 79.9
22648356 C/O REFI FULL/ALT 390000 358 66.1
22648505 R/T REFI FULL/ALT 432000 358 68.2
22648794 C/O REFI FULL/ALT 376000 358 74.7
22649263 R/T REFI FULL/ALT 327500 358 79.9
22649354 R/T REFI FULL/ALT 490000 358 79.1
22649461 PURCH FULL/ALT 575000 358 70.0
22649669 R/T REFI FULL/ALT 950000 358 36.8
22649792 R/T REFI FULL/ALT 328000 358 79.9
22650915 PURCH FULL/ALT 385000 358 64.9
22651152 PURCH FULL/ALT 450000 358 79.9
22651228 R/T REFI FULL/ALT 649000 358 55.4
22651251 PURCH FULL/ALT 434000 358 79.9
22651327 R/T REFI FULL/ALT 469000 298 61.2
22651467 PURCH FULL/ALT 373000 358 79.9
22652176 R/T REFI FULL/ALT 440000 359 79.9
22652234 R/T REFI FULL/ALT 410000 358 75.6
22652267 R/T REFI FULL/ALT 954500 359 68.1
22652341 C/O REFI FULL/ALT 710000 358 56.3
22652382 PURCH FULL/ALT 263000 358 94.9
22652747 PURCH FULL/ALT 361000 358 79.9
22652937 R/T REFI FULL/ALT 760000 359 65.8
22652960 R/T REFI FULL/ALT 500000 358 68.4
22653166 C/O REFI FULL/ALT 530000 358 71.6
22653307 R/T REFI FULL/ALT 590000 358 42.9
22653810 PURCH FULL/ALT 434500 358 79.9
22653984 PURCH FULL/ALT 536000 358 79.9
22654255 PURCH FULL/ALT 320448 358 79.9
22654446 PURCH FULL/ALT 416750 358 79.9
22654818 PURCH FULL/ALT 340000 358 73.2
22654875 PURCH FULL/ALT 309700 358 83.4
22655112 PURCH FULL/ALT 385000 358 79.8
22655716 R/T REFI FULL/ALT 420000 358 79.9
22655732 PURCH FULL/ALT 394000 359 74.5
22655856 PURCH FULL/ALT 400000 359 68.6
22656078 C/O REFI FULL/ALT 360000 358 73.6
22656086 PURCH FULL/ALT 382000 358 79.9
22656102 PURCH FULL/ALT 290000 358 89.9
22656128 C/O REFI FULL/ALT 365000 358 73.9
22656326 PURCH FULL/ALT 375000 359 80.0
22656359 PURCH FULL/ALT 370000 358 68.6
22656599 R/T REFI FULL/ALT 399500 358 79.6
22656672 R/T REFI FULL/ALT 375000 358 75.4
22656763 R/T REFI FULL/ALT 945000 358 47.0
22656771 PURCH FULL/ALT 275000 358 94.9
22656813 PURCH FULL/ALT 470000 359 80.0
22656847 R/T REFI FULL/ALT 440000 358 79.3
22656870 R/T REFI FULL/ALT 624000 358 68.1
22656896 PURCH FULL/ALT 500000 358 57.0
22657027 PURCH FULL/ALT 415000 359 80.0
22657134 C/O REFI FULL/ALT 800000 359 56.3
22657456 R/T REFI FULL/ALT 439000 358 74.4
22657530 R/T REFI FULL/ALT 400000 356 76.6
22658009 R/T REFI FULL/ALT 535000 358 63.3
22658652 R/T REFI FULL/ALT 415000 359 75.0
22658892 R/T REFI FULL/ALT 423000 358 75.5
22658983 C/O REFI FULL/ALT 430000 358 74.9
22659072 PURCH FULL/ALT 334000 359 80.0
22659189 R/T REFI FULL/ALT 315000 358 83.7
22659544 R/T REFI FULL/ALT 515000 359 79.9
22659916 C/O REFI FULL/ALT 1000000 358 64.9
22659957 R/T REFI FULL/ALT 315000 358 81.2
22660229 PURCH FULL/ALT 783000 359 45.1
22660583 R/T REFI FULL/ALT 335000 358 79.9
22660815 R/T REFI FULL/ALT 570000 358 48.4
22661243 R/T REFI FULL/ALT 410000 358 65.8
22661359 R/T REFI FULL/ALT 355000 359 82.3
22661383 PURCH FULL/ALT 385000 358 79.9
22661532 PURCH FULL/ALT 330000 238 79.9
22661763 PURCH FULL/ALT 460000 359 69.9
22662035 PURCH FULL/ALT 289000 359 90.0
22662506 R/T REFI FULL/ALT 442000 359 79.2
22662571 PURCH FULL/ALT 350000 358 89.9
22662688 PURCH FULL/ALT 410000 359 75.0
22663116 R/T REFI FULL/ALT 500000 358 79.9
22663231 R/T REFI FULL/ALT 565000 358 79.9
22663355 PURCH FULL/ALT 319000 357 79.8
22663363 PURCH FULL/ALT 298000 358 94.9
22663397 PURCH FULL/ALT 280000 358 94.9
22663470 PURCH FULL/ALT 350000 358 79.9
22663660 R/T REFI FULL/ALT 405000 359 80.0
22663769 PURCH FULL/ALT 729000 358 79.9
22663892 R/T REFI FULL/ALT 745000 358 70.7
22663918 PURCH FULL/ALT 280000 358 94.8
22664114 PURCH FULL/ALT 586000 358 79.5
22664148 PURCH FULL/ALT 468000 358 79.9
22664155 PURCH FULL/ALT 430000 358 88.1
22664379 C/O REFI FULL/ALT 550000 359 72.7
22664387 PURCH FULL/ALT 382000 359 80.0
22664551 PURCH FULL/ALT 362000 359 80.0
22664619 PURCH FULL/ALT 440000 358 79.9
22664643 C/O REFI FULL/ALT 1100000 359 35.3
22664908 R/T REFI FULL/ALT 575000 359 79.3
22664940 C/O REFI FULL/ALT 410000 358 74.9
22664981 C/O REFI FULL/ALT 388000 359 75.0
22665160 R/T REFI FULL/ALT 357000 358 81.3
22665467 PURCH FULL/ALT 388000 358 79.9
22665855 R/T REFI FULL/ALT 375000 359 75.4
22666119 R/T REFI FULL/ALT 475000 358 84.1
22666291 PURCH FULL/ALT 173000 358 79.9
22666432 PURCH FULL/ALT 555000 357 62.0
22666481 PURCH FULL/ALT 408000 357 79.9
22666523 PURCH FULL/ALT 305000 357 84.9
22667174 R/T REFI FULL/ALT 425000 358 69.8
22667265 PURCH FULL/ALT 400000 358 79.9
22669113 PURCH FULL/ALT 510000 358 79.9
22669212 R/T REFI FULL/ALT 475000 358 79.9
22669287 PURCH FULL/ALT 318000 359 94.3
22669352 R/T REFI FULL/ALT 525000 358 71.4
22669857 PURCH FULL/ALT 351500 359 90.0
22669873 PURCH FULL/ALT 370000 359 79.9
22669964 PURCH FULL/ALT 430000 359 76.7
22670681 R/T REFI FULL/ALT 390000 358 82.5
22670822 PURCH FULL/ALT 343000 359 80.0
22670954 R/T REFI FULL/ALT 450000 359 79.9
22671267 R/T REFI FULL/ALT 295000 358 86.4
22671309 R/T REFI FULL/ALT 410000 358 74.9
22671424 PURCH FULL/ALT 670000 359 79.9
22671630 R/T REFI FULL/ALT 1100000 359 30.8
22671721 R/T REFI FULL/ALT 480000 358 79.6
22671739 R/T REFI FULL/ALT 380000 358 77.6
22673073 C/O REFI FULL/ALT 660000 359 57.6
22673289 PURCH FULL/ALT 395000 358 79.8
22673974 C/O REFI FULL/ALT 500000 359 59.0
22674493 PURCH FULL/ALT 570000 359 79.9
22674667 R/T REFI FULL/ALT 450000 358 67.2
22674774 PURCH FULL/ALT 293000 358 89.9
22674972 PURCH FULL/ALT 350000 358 89.9
22675318 R/T REFI FULL/ALT 290000 358 85.8
22676613 PURCH FULL/ALT 342000 358 79.9
22676670 PURCH FULL/ALT 380000 358 79.9
22676761 R/T REFI FULL/ALT 338000 359 79.6
22677017 C/O REFI FULL/ALT 440000 358 74.9
22677223 PURCH FULL/ALT 309000 358 79.9
22677272 PURCH FULL/ALT 870000 359 77.3
22677785 R/T REFI FULL/ALT 390000 358 76.5
22677835 PURCH FULL/ALT 509000 359 80.0
22677926 PURCH FULL/ALT 355000 358 79.9
22678098 PURCH FULL/ALT 436000 358 79.9
22678130 R/T REFI FULL/ALT 338000 359 74.0
22678171 PURCH FULL/ALT 675000 359 79.9
22678494 PURCH FULL/ALT 678000 358 79.9
22678635 PURCH FULL/ALT 428000 358 79.9
22680391 C/O REFI FULL/ALT 1025000 358 44.4
22681415 R/T REFI FULL/ALT 640000 359 46.9
22681423 R/T REFI FULL/ALT 435000 358 75.4
22681571 PURCH FULL/ALT 267000 358 94.8
22681613 C/O REFI FULL/ALT 460000 358 73.9
22682231 R/T REFI FULL/ALT 370000 359 75.0
22682397 R/T REFI FULL/ALT 370000 358 78.3
22682595 PURCH FULL/ALT 340000 358 79.9
22683270 PURCH FULL/ALT 280000 358 94.9
22683387 PURCH FULL/ALT 380000 358 79.9
22683593 PURCH FULL/ALT 390000 359 80.0
22683650 PURCH FULL/ALT 330000 358 79.9
22683676 PURCH FULL/ALT 530000 358 74.9
22683684 R/T REFI FULL/ALT 350000 358 73.4
22683817 R/T REFI FULL/ALT 590000 359 66.8
22683973 R/T REFI FULL/ALT 720000 359 53.7
22684096 R/T REFI FULL/ALT 415000 358 79.9
22684187 R/T REFI FULL/ALT 600000 359 64.7
22684708 R/T REFI FULL/ALT 338000 359 85.8
22684872 PURCH FULL/ALT 350000 358 79.9
22685085 PURCH FULL/ALT 357645 358 79.9
22685135 PURCH FULL/ALT 429000 358 89.9
22685184 C/O REFI FULL/ALT 370000 358 69.9
22685523 C/O REFI FULL/ALT 631000 359 74.9
22685796 R/T REFI FULL/ALT 520000 359 75.0
22686646 PURCH FULL/ALT 515000 358 79.9
22687057 R/T REFI FULL/ALT 410000 359 78.0
22687107 R/T REFI FULL/ALT 560000 359 58.9
22687289 PURCH FULL/ALT 330000 358 79.9
22687420 R/T REFI FULL/ALT 350000 360 74.0
22687545 PURCH FULL/ALT 275000 358 94.9
22687750 C/O REFI FULL/ALT 750000 359 60.0
22687982 R/T REFI FULL/ALT 416000 359 79.9
22688816 PURCH FULL/ALT 280000 358 89.5
22689822 PURCH FULL/ALT 317500 359 80.0
22689905 PURCH FULL/ALT 465000 359 80.0
22689913 C/O REFI FULL/ALT 426000 359 75.0
22689921 R/T REFI FULL/ALT 550000 359 69.7
22690770 PURCH FULL/ALT 285000 358 94.9
22691273 R/T REFI FULL/ALT 370000 358 68.9
22691638 R/T REFI FULL/ALT 405000 359 78.7
22692016 PURCH FULL/ALT 270000 359 95.0
22692024 R/T REFI FULL/ALT 355000 358 79.9
22692255 PURCH FULL/ALT 627000 359 80.0
22693972 PURCH FULL/ALT 415000 358 72.9
22694160 PURCH FULL/ALT 330000 359 90.0
22694178 PURCH FULL/ALT 450000 358 79.9
22694558 PURCH FULL/ALT 537000 358 55.9
22694574 PURCH FULL/ALT 489000 358 79.9
22696405 C/O REFI FULL/ALT 425000 359 68.2
22697478 PURCH FULL/ALT 315000 359 95.0
22697700 PURCH FULL/ALT 350000 358 89.9
22697874 R/T REFI FULL/ALT 425000 359 70.0
22698427 PURCH FULL/ALT 338000 358 89.9
22698500 PURCH FULL/ALT 270000 358 79.9
22699193 C/O REFI FULL/ALT 420000 359 63.1
22699706 PURCH FULL/ALT 450000 359 80.0
22699979 PURCH FULL/ALT 408000 359 80.0
22703730 PURCH FULL/ALT 370000 358 79.9
22703813 R/T REFI FULL/ALT 516500 359 77.4
22704258 R/T REFI FULL/ALT 375000 359 70.7
22705289 R/T REFI FULL/ALT 400000 359 68.8
22705297 PURCH FULL/ALT 318000 359 80.0
22705651 R/T REFI FULL/ALT 355000 359 76.5
22706014 PURCH FULL/ALT 541000 359 80.0
22706022 PURCH FULL/ALT 380000 358 89.9
22706030 PURCH FULL/ALT 458500 358 79.8
22706048 PURCH FULL/ALT 361000 358 79.9
22706113 C/O REFI FULL/ALT 390000 359 73.1
22706451 R/T REFI FULL/ALT 600000 359 41.5
22706477 PURCH FULL/ALT 568000 359 80.0
22706592 PURCH FULL/ALT 330500 359 80.0
22706634 PURCH FULL/ALT 4000000 359 79.9
22706691 PURCH FULL/ALT 350000 359 80.0
22706915 PURCH FULL/ALT 925000 359 35.1
22707228 C/O REFI FULL/ALT 435000 359 75.0
22709190 R/T REFI FULL/ALT 1370000 359 29.7
22709976 PURCH FULL/ALT 381000 359 80.0
22710115 PURCH FULL/ALT 796000 359 80.0
22710255 R/T REFI FULL/ALT 500000 359 72.6
22711063 R/T REFI FULL/ALT 353000 359 80.0
22711212 R/T REFI FULL/ALT 570000 359 49.6
22711261 R/T REFI FULL/ALT 350000 359 75.7
22711592 C/O REFI FULL/ALT 370000 359 74.3
22711626 PURCH FULL/ALT 661000 359 65.1
22711634 R/T REFI FULL/ALT 560000 359 68.8
22712061 PURCH FULL/ALT 285000 359 89.3
22712095 PURCH FULL/ALT 350000 359 80.0
22712327 R/T REFI FULL/ALT 550000 359 55.7
22712483 PURCH FULL/ALT 310000 359 80.0
22712863 PURCH FULL/ALT 358000 359 86.8
22713374 R/T REFI FULL/ALT 405000 359 76.0
22713564 R/T REFI FULL/ALT 379000 359 80.7
22713598 R/T REFI FULL/ALT 284000 359 89.9
22713630 R/T REFI FULL/ALT 420000 358 71.2
22714000 C/O REFI FULL/ALT 415000 359 74.7
22714273 R/T REFI FULL/ALT 325000 359 76.9
22714455 PURCH FULL/ALT 345000 359 80.0
22714547 PURCH FULL/ALT 475000 359 80.0
22714604 PURCH FULL/ALT 480000 359 76.0
22714653 R/T REFI FULL/ALT 495000 359 64.5
22715155 R/T REFI FULL/ALT 315000 359 89.1
22715825 PURCH FULL/ALT 345000 359 80.0
22716054 PURCH FULL/ALT 469000 359 64.5
22716294 PURCH FULL/ALT 840000 359 71.4
22716302 PURCH FULL/ALT 285000 359 90.0
22716443 R/T REFI FULL/ALT 480000 359 90.0
22716583 PURCH FULL/ALT 660000 359 79.9
22716799 R/T REFI FULL/ALT 375000 358 79.9
22716898 PURCH FULL/ALT 810000 359 68.8
22717284 PURCH FULL/ALT 710000 359 79.9
22717607 R/T REFI FULL/ALT 565000 359 47.8
22717805 R/T REFI FULL/ALT 650000 359 65.7
22718100 R/T REFI FULL/ALT 425000 359 79.9
22718159 PURCH FULL/ALT 362000 359 80.0
22718225 PURCH FULL/ALT 572000 359 73.5
22718498 PURCH FULL/ALT 326000 359 80.0
22718662 PURCH FULL/ALT 446000 358 79.0
22718696 PURCH FULL/ALT 334000 358 79.9
22718910 PURCH FULL/ALT 293000 358 89.9
22718951 PURCH FULL/ALT 340000 358 79.9
22719041 PURCH FULL/ALT 425000 358 79.9
22719058 PURCH FULL/ALT 361000 358 89.2
22719082 PURCH FULL/ALT 394000 358 79.9
22719405 R/T REFI FULL/ALT 347000 359 77.4
22719652 PURCH FULL/ALT 395000 359 75.0
22719785 PURCH FULL/ALT 570000 359 79.9
22720577 PURCH FULL/ALT 317000 359 90.0
22721492 R/T REFI FULL/ALT 450000 359 67.4
22721534 PURCH FULL/ALT 411500 359 80.0
22721666 R/T REFI FULL/ALT 360000 359 77.2
22722573 R/T REFI FULL/ALT 560000 359 62.5
22722680 R/T REFI FULL/ALT 485000 359 77.5
22723910 R/T REFI FULL/ALT 284000 359 89.4
22724074 PURCH FULL/ALT 317000 359 80.0
22724199 PURCH FULL/ALT 420000 359 80.0
22724298 R/T REFI FULL/ALT 500000 359 69.0
22724520 R/T REFI FULL/ALT 372000 359 74.5
22724934 R/T REFI FULL/ALT 495000 359 68.0
22725014 C/O REFI FULL/ALT 350000 359 74.6
22725675 C/O REFI FULL/ALT 1040000 359 33.7
22726897 PURCH FULL/ALT 335200 359 80.0
22727077 PURCH FULL/ALT 500000 359 80.0
22728539 R/T REFI FULL/ALT 1050000 359 61.9
22729503 R/T REFI FULL/ALT 375000 356 79.4
22730345 PURCH FULL/ALT 370000 359 73.4
22730774 R/T REFI FULL/ALT 340000 355 74.8
22730790 PURCH FULL/ALT 374000 352 84.5
22730824 R/T REFI FULL/ALT 325000 355 79.7
22730931 R/T REFI FULL/ALT 360000 355 69.0
22731509 PURCH FULL/ALT 589000 359 79.9
22732648 PURCH FULL/ALT 608000 359 80.0
22732671 PURCH FULL/ALT 412000 359 80.0
22734388 PURCH FULL/ALT 334000 359 79.9
22735690 PURCH FULL/ALT 318000 358 79.9
22735708 R/T REFI FULL/ALT 550000 358 63.2
22735732 PURCH FULL/ALT 720500 358 79.9
22735757 PURCH FULL/ALT 416000 358 79.9
22735773 PURCH FULL/ALT 347000 358 79.9
22735781 PURCH FULL/ALT 409000 358 79.9
22737209 PURCH FULL/ALT 620000 359 80.0
22737779 PURCH FULL/ALT 695000 359 64.9
22739569 R/T REFI FULL/ALT 410000 359 79.5
22739643 C/O REFI FULL/ALT 480000 359 75.0
22740047 R/T REFI FULL/ALT 450000 358 73.5
22740435 PURCH FULL/ALT 363000 359 84.4
22740716 R/T REFI FULL/ALT 500000 359 58.8
22742746 PURCH FULL/ALT 550000 358 79.9
22743470 PURCH FULL/ALT 368000 359 90.0
22744106 PURCH FULL/ALT 415000 358 79.9
22744718 R/T REFI FULL/ALT 325000 358 83.8
22745087 R/T REFI FULL/ALT 421000 359 76.8
22749691 R/T REFI FULL/ALT 659000 359 61.1
22752018 PURCH FULL/ALT 300000 359 90.0
22752109 PURCH FULL/ALT 383000 359 78.9
22758551 PURCH FULL/ALT 355000 359 80.0
22759765 PURCH FULL/ALT 398000 359 80.0
22764880 C/O REFI FULL/ALT 430000 359 75.0
22765556 PURCH FULL/ALT 407000 359 90.0
22773428 PURCH FULL/ALT 390000 359 90.0
22773527 PURCH FULL/ALT 345000 359 89.9
22773535 R/T REFI FULL/ALT 450000 359 77.2
22778351 R/T REFI FULL/ALT 358000 359 84.3
22786628 PURCH FULL/ALT 339000 356 79.8
25737925 PURCH FULL/ALT 500000 358 79.9
26205369 PURCH FULL/ALT 420000 359 89.8
26506832 PURCH FULL/ALT 430000 359 80.0
26524132 PURCH FULL/ALT 370000 359 72.4
26802751 R/T REFI FULL/ALT 310000 359 80.0
26876235 R/T REFI FULL/ALT 515000 359 51.7
26931949 PURCH FULL/ALT 569000 358 58.0
26947051 C/O REFI FULL/ALT 515000 358 64.1
26961425 PURCH FULL/ALT 627000 359 65.0
26991257 C/O REFI FULL/ALT 415000 358 60.7
27008903 R/T REFI FULL/ALT 640000 359 60.3
27093061 R/T REFI FULL/ALT 598000 358 49.3
27096361 R/T REFI FULL/ALT 584000 358 77.8
27107382 R/T REFI FULL/ALT 320000 358 81.2
27110519 R/T REFI FULL/ALT 590000 358 51.7
27116359 R/T REFI FULL/ALT 455000 358 68.1
27128941 R/T REFI FULL/ALT 675000 358 72.8
27129493 C/O REFI FULL/ALT 580000 238 48.2
27137520 R/T REFI FULL/ALT 750000 358 62.9
27138080 R/T REFI FULL/ALT 600000 358 65.3
27139070 R/T REFI FULL/ALT 457000 358 69.7
27141969 R/T REFI FULL/ALT 540000 358 62.2
27146612 R/T REFI FULL/ALT 395000 360 68.1
27146893 R/T REFI FULL/ALT 660000 360 80.0
27148345 C/O REFI FULL/ALT 470000 358 74.9
27155761 R/T REFI FULL/ALT 725000 359 58.5
27164318 R/T REFI FULL/ALT 360000 357 70.1
27177146 C/O REFI FULL/ALT 476000 359 69.3
27186634 R/T REFI FULL/ALT 550000 358 66.3
27190974 R/T REFI FULL/ALT 580000 360 61.4
27193754 R/T REFI FULL/ALT 361000 358 69.2
27201789 R/T REFI FULL/ALT 420000 359 64.3
27208446 R/T REFI FULL/ALT 440000 360 74.5
27216647 PURCH FULL/ALT 1000000 358 65.3
27218601 R/T REFI FULL/ALT 363000 360 78.8
27224880 C/O REFI FULL/ALT 430000 358 63.7
27235159 R/T REFI FULL/ALT 750000 360 47.2
27235522 R/T REFI FULL/ALT 465000 359 57.3
27236074 R/T REFI FULL/ALT 615000 358 56.5
27238344 R/T REFI FULL/ALT 528000 358 79.9
27241959 R/T REFI FULL/ALT 400000 359 59.5
27246305 R/T REFI FULL/ALT 282000 358 89.3
27246446 C/O REFI FULL/ALT 365000 358 71.1
27250679 C/O REFI FULL/ALT 460000 359 56.5
27251677 C/O REFI FULL/ALT 365000 358 69.9
27251768 R/T REFI FULL/ALT 495000 358 65.8
27255280 R/T REFI FULL/ALT 465000 359 68.2
27260595 R/T REFI FULL/ALT 665000 358 67.6
27260702 R/T REFI FULL/ALT 395000 358 72.9
27261502 R/T REFI FULL/ALT 585000 357 79.9
27262740 C/O REFI FULL/ALT 563000 358 46.4
27270339 R/T REFI FULL/ALT 410000 239 68.4
27270453 R/T REFI FULL/ALT 335000 237 89.3
27270719 R/T REFI FULL/ALT 730000 358 60.3
27273572 PURCH FULL/ALT 400000 359 79.9
27273812 R/T REFI FULL/ALT 575000 359 51.7
27274125 R/T REFI FULL/ALT 370000 358 74.1
27275007 R/T REFI FULL/ALT 569000 358 49.9
27282458 PURCH FULL/ALT 945000 359 69.2
27290170 PURCH FULL/ALT 395000 359 80.0
27300961 C/O REFI FULL/ALT 485000 358 67.0
27311463 R/T REFI FULL/ALT 478000 358 62.1
27316603 C/O REFI FULL/ALT 825000 359 43.9
27319433 R/T REFI FULL/ALT 305000 358 86.8
27320670 R/T REFI FULL/ALT 380000 360 75.0
27322270 R/T REFI FULL/ALT 480000 358 71.2
27329978 R/T REFI FULL/ALT 400000 358 72.2
27330216 R/T REFI FULL/ALT 485000 358 78.3
27333350 C/O REFI FULL/ALT 440000 358 74.9
27336833 R/T REFI FULL/ALT 350000 358 71.1
27338037 C/O REFI FULL/ALT 710000 359 49.3
27341569 R/T REFI FULL/ALT 750000 360 63.2
27346527 R/T REFI FULL/ALT 445000 358 66.4
27346584 R/T REFI FULL/ALT 375000 360 80.0
27347079 C/O REFI FULL/ALT 375000 359 74.7
27347293 C/O REFI FULL/ALT 500000 358 67.9
27347681 R/T REFI FULL/ALT 460000 358 79.9
27348390 C/O REFI FULL/ALT 1050000 359 38.1
27349133 R/T REFI FULL/ALT 580000 358 51.6
27351139 R/T REFI FULL/ALT 415000 358 79.5
27355007 C/O REFI FULL/ALT 500000 359 58.4
27356567 R/T REFI FULL/ALT 335000 359 74.9
27357367 C/O REFI FULL/ALT 450000 358 68.8
27358290 R/T REFI FULL/ALT 375000 358 78.6
27359694 R/T REFI FULL/ALT 450000 360 63.8
27360304 R/T REFI FULL/ALT 610000 358 79.9
27366434 R/T REFI FULL/ALT 405000 359 88.1
27369263 R/T REFI FULL/ALT 370000 359 79.9
27369404 C/O REFI FULL/ALT 370000 358 74.9
27369917 PURCH FULL/ALT 348000 358 87.6
27372051 R/T REFI FULL/ALT 400000 358 64.0
27381615 R/T REFI FULL/ALT 755000 359 56.3
27384684 PURCH FULL/ALT 447000 358 74.9
27394410 R/T REFI FULL/ALT 475000 359 75.6
27394592 R/T REFI FULL/ALT 760000 358 69.9
27397694 PURCH FULL/ALT 450000 358 79.9
27400266 R/T REFI FULL/ALT 380000 358 69.2
27404532 C/O REFI FULL/ALT 500000 359 60.0
27406933 R/T REFI FULL/ALT 620000 359 78.2
27407584 R/T REFI FULL/ALT 1750000 359 36.9
27411420 R/T REFI FULL/ALT 375000 358 65.8
27416627 R/T REFI FULL/ALT 555000 358 56.4
27417229 C/O REFI FULL/ALT 654000 358 61.4
27418367 R/T REFI FULL/ALT 580000 358 60.4
27420173 R/T REFI FULL/ALT 550000 359 49.9
27423870 R/T REFI FULL/ALT 825000 358 59.2
27423987 R/T REFI FULL/ALT 445000 358 75.4
27426543 C/O REFI FULL/ALT 848000 358 50.0
27427095 C/O REFI FULL/ALT 560000 358 69.9
27427764 R/T REFI FULL/ALT 450000 358 67.5
27428135 R/T REFI FULL/ALT 765000 359 32.1
27428374 R/T REFI FULL/ALT 435000 358 79.0
27429489 C/O REFI FULL/ALT 970000 357 47.8
27430495 R/T REFI FULL/ALT 410000 359 72.0
27432343 R/T REFI FULL/ALT 475000 360 74.9
27436377 R/T REFI FULL/ALT 410000 358 61.7
27437540 R/T REFI FULL/ALT 337000 358 79.9
27438217 R/T REFI FULL/ALT 368000 359 79.7
27438381 R/T REFI FULL/ALT 455000 358 62.5
27438837 PURCH FULL/ALT 330000 358 79.9
27439389 R/T REFI FULL/ALT 525000 359 65.0
27440320 C/O REFI FULL/ALT 345000 358 74.9
27440536 R/T REFI FULL/ALT 450000 359 71.3
27441328 R/T REFI FULL/ALT 348000 358 76.9
27442821 R/T REFI FULL/ALT 445000 358 56.9
27443928 R/T REFI FULL/ALT 545000 358 69.1
27449636 C/O REFI FULL/ALT 1250000 359 40.8
27449727 C/O REFI FULL/ALT 440000 358 69.2
27452630 PURCH FULL/ALT 336000 358 79.9
27457209 R/T REFI FULL/ALT 360000 358 79.9
27457324 R/T REFI FULL/ALT 365000 358 75.7
27457399 C/O REFI FULL/ALT 402000 359 74.9
27457431 R/T REFI FULL/ALT 1500000 359 43.3
27461367 R/T REFI FULL/ALT 410000 358 77.6
27461748 C/O REFI FULL/ALT 425000 358 71.9
27462431 R/T REFI FULL/ALT 615000 359 69.8
27462449 PURCH FULL/ALT 350000 359 80.0
27462837 PURCH FULL/ALT 400000 358 79.9
27464643 R/T REFI FULL/ALT 410000 359 80.0
27465046 R/T REFI FULL/ALT 1550000 359 54.9
27465061 R/T REFI FULL/ALT 700000 359 62.9
27468677 R/T REFI FULL/ALT 625000 359 53.3
27468800 R/T REFI FULL/ALT 480000 358 79.9
27469097 C/O REFI FULL/ALT 380000 359 78.9
27469469 R/T REFI FULL/ALT 360000 358 77.4
27471499 C/O REFI FULL/ALT 403000 358 69.4
27475458 C/O REFI FULL/ALT 395000 359 70.0
27475946 R/T REFI FULL/ALT 440000 360 62.6
27475987 R/T REFI FULL/ALT 555000 358 74.5
27476183 R/T REFI FULL/ALT 368000 358 79.9
27476498 R/T REFI FULL/ALT 950000 360 55.3
27481456 PURCH FULL/ALT 505000 358 79.9
27481878 C/O REFI FULL/ALT 585000 359 63.2
27481902 C/O REFI FULL/ALT 860000 358 62.7
27482462 R/T REFI FULL/ALT 387000 359 65.1
27483098 C/O REFI FULL/ALT 980000 359 55.0
27483734 R/T REFI FULL/ALT 409000 359 72.8
27483742 R/T REFI FULL/ALT 415000 358 74.9
27484120 R/T REFI FULL/ALT 725000 358 69.9
27484245 PURCH FULL/ALT 420000 358 79.9
27484898 C/O REFI FULL/ALT 400000 358 74.9
27484971 R/T REFI FULL/ALT 650000 359 49.2
27485283 C/O REFI FULL/ALT 700000 358 66.3
27485986 R/T REFI FULL/ALT 400000 358 69.8
27487339 R/T REFI FULL/ALT 278000 359 89.9
27487883 C/O REFI FULL/ALT 353000 358 74.7
27488121 R/T REFI FULL/ALT 440000 359 70.4
27488832 PURCH FULL/ALT 257000 358 94.9
27489848 C/O REFI FULL/ALT 820000 358 54.9
27495662 R/T REFI FULL/ALT 496000 359 55.4
27496058 PURCH FULL/ALT 403000 359 80.0
27496470 R/T REFI FULL/ALT 610000 358 48.5
27500875 R/T REFI FULL/ALT 347000 359 85.1
27501949 PURCH FULL/ALT 384000 358 79.9
27502731 R/T REFI FULL/ALT 590000 358 62.1
27503358 R/T REFI FULL/ALT 700000 358 71.2
27504968 R/T REFI FULL/ALT 540000 359 52.8
27507151 R/T REFI FULL/ALT 355000 359 75.0
27507201 R/T REFI FULL/ALT 385000 359 73.2
27507953 C/O REFI FULL/ALT 380000 358 74.9
27508100 R/T REFI FULL/ALT 700000 359 41.6
27508555 R/T REFI FULL/ALT 460000 359 67.4
27509132 C/O REFI FULL/ALT 675000 358 59.3
27509629 PURCH FULL/ALT 370000 358 79.9
27510122 PURCH FULL/ALT 330000 359 80.0
27513209 R/T REFI FULL/ALT 330000 358 79.9
27514678 R/T REFI FULL/ALT 405000 359 76.4
27516046 PURCH FULL/ALT 402000 358 79.9
27516129 C/O REFI FULL/ALT 620000 359 47.9
27516442 R/T REFI FULL/ALT 370000 358 74.5
27520576 R/T REFI FULL/ALT 320000 358 84.9
27520956 C/O REFI FULL/ALT 520000 358 69.8
27523901 PURCH FULL/ALT 322437 358 78.3
27525179 R/T REFI FULL/ALT 370000 359 69.5
27525955 C/O REFI FULL/ALT 550000 359 63.3
27527357 R/T REFI FULL/ALT 500000 358 68.2
27527548 C/O REFI FULL/ALT 1410000 358 35.5
27529676 PURCH FULL/ALT 464000 358 66.1
27529916 R/T REFI FULL/ALT 675000 358 40.3
27530047 R/T REFI FULL/ALT 751000 359 67.8
27531961 R/T REFI FULL/ALT 570000 358 61.4
27536119 R/T REFI FULL/ALT 675000 358 68.1
27537216 R/T REFI FULL/ALT 455000 359 78.7
27537737 C/O REFI FULL/ALT 2300000 359 28.3
27538008 R/T REFI FULL/ALT 423000 358 74.2
27539030 R/T REFI FULL/ALT 375000 358 67.6
27543404 R/T REFI FULL/ALT 540000 358 79.9
27543461 R/T REFI FULL/ALT 545000 358 68.5
27543818 R/T REFI FULL/ALT 305000 358 79.6
27548155 R/T REFI FULL/ALT 425000 358 75.0
27548775 C/O REFI FULL/ALT 450000 358 74.9
27549070 C/O REFI FULL/ALT 370000 359 74.3
27549138 C/O REFI FULL/ALT 875000 360 30.9
27549203 R/T REFI FULL/ALT 690000 359 76.8
27551308 R/T REFI FULL/ALT 387500 358 84.8
27551944 R/T REFI FULL/ALT 440000 358 79.0
27552355 R/T REFI FULL/ALT 471000 359 58.0
27553551 PURCH FULL/ALT 325000 359 79.8
27553809 PURCH FULL/ALT 405000 359 75.0
27554047 C/O REFI FULL/ALT 700000 359 67.1
27554187 PURCH FULL/ALT 799000 359 68.8
27554492 R/T REFI FULL/ALT 540000 359 79.6
27555002 PURCH FULL/ALT 345000 359 80.0
27555630 R/T REFI FULL/ALT 800000 358 36.8
27555721 PURCH FULL/ALT 525000 358 79.9
27557404 C/O REFI FULL/ALT 462000 358 74.9
27559285 C/O REFI FULL/ALT 900000 358 50.0
27559582 R/T REFI FULL/ALT 625000 359 74.2
27560218 C/O REFI FULL/ALT 395000 360 70.0
27561166 R/T REFI FULL/ALT 450000 359 75.4
27561463 C/O REFI FULL/ALT 412000 358 74.9
27563543 R/T REFI FULL/ALT 680000 359 63.4
27563667 C/O REFI FULL/ALT 480000 358 74.9
27563907 R/T REFI FULL/ALT 420000 358 78.5
27565381 R/T REFI FULL/ALT 425000 359 74.8
27565415 R/T REFI FULL/ALT 702500 359 56.9
27566132 PURCH FULL/ALT 378000 359 80.0
27566496 PURCH FULL/ALT 490000 358 79.9
27567296 R/T REFI FULL/ALT 326000 359 77.7
27568013 PURCH FULL/ALT 541000 358 74.9
27568518 C/O REFI FULL/ALT 1100000 359 48.2
27568609 R/T REFI FULL/ALT 800000 359 80.0
27569300 PURCH FULL/ALT 465000 359 80.0
27569979 R/T REFI FULL/ALT 620000 359 68.7
27571629 R/T REFI FULL/ALT 356000 239 79.2
27574797 R/T REFI FULL/ALT 440000 359 67.9
27574870 C/O REFI FULL/ALT 400000 359 73.8
27575729 C/O REFI FULL/ALT 475000 360 58.9
27576719 C/O REFI FULL/ALT 650000 360 61.5
27576909 PURCH FULL/ALT 418000 359 70.0
27578137 R/T REFI FULL/ALT 400000 360 77.8
27579952 PURCH FULL/ALT 305000 359 95.0
27580075 R/T REFI FULL/ALT 848000 359 43.2
27581750 PURCH FULL/ALT 292750 359 80.0
27582600 C/O REFI FULL/ALT 580000 358 56.7
27582873 C/O REFI FULL/ALT 510000 359 78.4
27583210 C/O REFI FULL/ALT 900000 359 64.7
27585413 C/O REFI FULL/ALT 525000 359 71.4
27585793 PURCH FULL/ALT 475000 359 58.9
27586205 PURCH FULL/ALT 328000 359 80.0
27586379 R/T REFI FULL/ALT 331000 358 79.9
27586437 R/T REFI FULL/ALT 560000 359 75.0
27586718 C/O REFI FULL/ALT 600000 359 74.9
27588482 C/O REFI FULL/ALT 710000 359 60.0
27588722 R/T REFI FULL/ALT 375000 359 68.7
27589126 C/O REFI FULL/ALT 605000 359 67.4
27590371 PURCH FULL/ALT 850000 359 76.9
27590686 C/O REFI FULL/ALT 554000 359 61.4
27592518 PURCH FULL/ALT 440000 358 89.8
27593433 C/O REFI FULL/ALT 515000 359 60.2
27593540 R/T REFI FULL/ALT 358000 359 76.8
27594597 R/T REFI FULL/ALT 760000 360 42.6
27598150 C/O REFI FULL/ALT 630000 360 52.4
27598317 R/T REFI FULL/ALT 969000 359 37.1
27598325 C/O REFI FULL/ALT 900000 359 54.3
27600220 R/T REFI FULL/ALT 440000 359 68.2
27601368 R/T REFI FULL/ALT 1000000 359 63.0
27601400 R/T REFI FULL/ALT 376500 360 79.0
27602754 R/T REFI FULL/ALT 660000 359 72.0
27603042 PURCH FULL/ALT 335000 358 89.9
27603562 R/T REFI FULL/ALT 355000 359 75.0
27604107 C/O REFI FULL/ALT 615000 359 69.1
27608397 C/O REFI FULL/ALT 390000 359 74.9
27609171 R/T REFI FULL/ALT 505000 359 48.5
27609221 C/O REFI FULL/ALT 760000 359 65.8
27609338 R/T REFI FULL/ALT 535000 359 66.5
27610989 R/T REFI FULL/ALT 765000 359 79.8
27611581 R/T REFI FULL/ALT 395000 359 77.6
27611748 R/T REFI FULL/ALT 340000 359 77.9
27612118 R/T REFI FULL/ALT 520000 359 61.7
27616671 R/T REFI FULL/ALT 1000000 359 67.5
27617984 R/T REFI FULL/ALT 425000 359 62.4
27618495 C/O REFI FULL/ALT 535000 359 48.4
27618701 C/O REFI FULL/ALT 600000 359 62.0
27618891 R/T REFI FULL/ALT 372000 359 80.0
27618974 R/T REFI FULL/ALT 430000 360 62.3
27619204 R/T REFI FULL/ALT 390000 360 67.4
27619741 C/O REFI FULL/ALT 330000 359 74.9
27620608 R/T REFI FULL/ALT 540000 359 68.6
27621366 C/O REFI FULL/ALT 594000 360 70.0
27621507 R/T REFI FULL/ALT 455000 359 69.5
27622083 PURCH FULL/ALT 320000 358 78.1
27622257 C/O REFI FULL/ALT 800000 359 70.0
27622307 R/T REFI FULL/ALT 350000 359 73.0
27623040 PURCH FULL/ALT 680000 359 79.9
27624519 R/T REFI FULL/ALT 512000 359 71.3
27625151 R/T REFI FULL/ALT 900000 359 46.9
27626969 R/T REFI FULL/ALT 610000 360 78.7
27627439 R/T REFI FULL/ALT 355000 359 75.6
27628015 R/T REFI FULL/ALT 378000 359 78.0
27629948 PURCH FULL/ALT 430000 359 80.0
27630011 R/T REFI FULL/ALT 555000 359 58.6
27631415 PURCH FULL/ALT 298000 359 95.0
27631688 C/O REFI FULL/ALT 550000 359 54.5
27633288 R/T REFI FULL/ALT 430000 360 79.5
27633478 PURCH FULL/ALT 950000 359 56.4
27633668 R/T REFI FULL/ALT 400000 360 66.8
27633825 R/T REFI FULL/ALT 1425000 359 45.6
27634195 R/T REFI FULL/ALT 350000 359 76.6
27636125 R/T REFI FULL/ALT 336000 359 80.0
27636828 C/O REFI FULL/ALT 495000 359 63.6
27640440 R/T REFI FULL/ALT 525000 359 66.7
27640630 R/T REFI FULL/ALT 466000 359 62.4
27640713 R/T REFI FULL/ALT 690000 359 68.8
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27656362 PURCH FULL/ALT 335000 359 75.0
27658004 PURCH FULL/ALT 341000 359 79.5
27658178 R/T REFI FULL/ALT 484000 240 55.7
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27659325 R/T REFI FULL/ALT 415000 359 78.1
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27662543 R/T REFI FULL/ALT 500000 359 64.0
27662964 R/T REFI FULL/ALT 345000 359 77.1
27664903 PURCH FULL/ALT 779000 359 64.2
27665967 R/T REFI FULL/ALT 610000 359 80.0
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27667963 R/T REFI FULL/ALT 528000 359 64.2
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27670991 R/T REFI FULL/ALT 785000 360 55.6
27672989 PURCH FULL/ALT 395000 360 80.0
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27675859 R/T REFI FULL/ALT 515000 360 79.2
27677392 PURCH FULL/ALT 500000 359 59.8
27679265 R/T REFI FULL/ALT 525000 359 50.6
27679562 PURCH FULL/ALT 320000 359 80.0
27679729 C/O REFI FULL/ALT 611000 359 68.7
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27680545 R/T REFI FULL/ALT 902000 359 57.1
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</TABLE>
<PAGE>
EXHIBIT E
REQUEST FOR RELEASE OF DOCUMENTS
[date]
To: The Bank of New York
101 Barclay Street - 12 E
New York, New York 10286
Attn: Inventory Control
Re: The Pooling and Servicing Agreement dated March 25, 1999, among
Bank of America Mortgage Securities, Inc., as Depositor,
NationsBanc Mortgage Corporation, as Servicer, Bank of America,
FSB, as Servicer, and The Bank of New York, as Trustee
In connection with the administration of the Mortgage Loans held by you,
as Custodian, pursuant to the above-captioned Pooling and Servicing Agreement,
we request the release, and hereby acknowledge receipt, of the Mortgage File for
the Mortgage Loan described below, for the reason indicated.
MORTGAGE LOAN NUMBER:
MORTGAGOR NAME, ADDRESS & ZIP CODE:
REASON FOR REQUESTING DOCUMENTS (check one)
____ 1. Mortgage Paid in Full
____ 2. Foreclosure
____ 3. Substitution
____ 4. Other Liquidation
____ 5. Nonliquidation Reason: ___________________
By: ______________________________________
(authorized signer of Bank of
America Mortgage Securities, Inc.)
Issuer:_____________________________________
Address:____________________________________
____________________________________________
Date:_______________________________________
CUSTODIAN
The Bank of New York
Please acknowledge the execution of the above request by your signature and date
below:
- ---------------------------------- ---------------
Signature Date
Documents returned to Custodian:
- ----------------------------------- ----------------
Custodian Date
<PAGE>
EXHIBIT F
FORM OF CERTIFICATION OF ESTABLISHMENT OF ACCOUNT
[Date]
[_______________] hereby certifies that it has established the account
described below as a [___________] Account pursuant to Section [________] of the
Pooling and Servicing Agreement, dated March 25, 1999, among Bank of America
Mortgage Securities, Inc., as Depositor, NationsBanc Mortgage Corporation, as
Servicer, Bank of America, FSB, as Servicer, and The Bank of New York, as
Trustee.
Title of Account: "[_______________], in trust for the registered
holders of Bank of America Mortgage Securities,
Inc. Mortgage Pass-Through Certificates, Series
1999-2."
Account Number: ________________________
Address of office or branch
of NationsBank, N.A.
at which Account is
maintained: ________________________
________________________
________________________
________________________
[_______________],
as Servicer
By:_______________________________________
Name:_____________________________________
Title:____________________________________
<PAGE>
EXHIBIT G-1
FORM OF TRANSFEROR CERTIFICATE
FOR TRANSFERS OF PRIVATE CERTIFICATES
[Date]
The Bank of New York
101 Barclay Street - 12 E
New York, New York 10286
Re: Bank of America Mortgage Securities, Inc., Mortgage
Pass-Through Certificates, Series 1999-2, Class ___,
having an initial aggregate Certificate Balance as of
March 25, 1999 of $___________
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
[______________] (the "Transferor") to [______________] (the "Transferee") of
the captioned Certificates (the "Transferred Certificates"), pursuant to Section
6.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated March 25, 1999, among Bank of America Mortgage Securities,
Inc., as Depositor, NationsBanc Mortgage Corporation, as Servicer, Bank of
America, FSB, as Servicer, and The Bank of New York, as Trustee. All capitalized
terms used herein and not otherwise defined shall have the respective meanings
set forth in the Pooling and Servicing Agreement. The Transferor hereby
certifies, represents and warrants to you, as Trustee, that:
1. The Transferor is the lawful owner of the Transferred
Certificates with the full right to transfer such Certificates free from
any and all claims and encumbrances whatsoever.
2. Neither the Transferor nor anyone acting on its behalf has (a)
offered, transferred, pledged, sold or otherwise disposed of any
Transferred Certificate, any interest in a Transferred Certificate or any
other similar security to any person in any manner, (b) solicited any
offer to buy or accept a transfer, pledge or other disposition of any
Transferred Certificate, any interest in a Transferred Certificate or any
other similar security from any person in any manner, (c) otherwise
approached or negotiated with respect to any Transferred Certificate, any
interest in a Transferred Certificate or any other similar security with
any person in any manner, (d) made any general solicitation with respect
to any Transferred Certificate, any interest in a Transferred Certificate
or any other similar security by means of general advertising or in any
other manner, or (e) taken any other action with respect to any
Transferred Certificate, any interest in a Transferred Certificate or any
other similar security, which (in the case of any of the acts described in
clauses (a) through (e) hereof) would constitute a distribution of the
Transferred Certificates under the Securities Act of 1933, as amended (the
"1933 Act"), would render the disposition of the Transferred Certificates
a violation of Section 5 of the 1933 Act or any state securities laws, or
would require registration or qualification of the Transferred
Certificates pursuant to the 1933 Act or any state securities laws.
Very truly yours,
________________________________________
(Transferor)
By:_____________________________________
Name:___________________________________
Title:__________________________________
<PAGE>
EXHIBIT G-2A
FORM I OF TRANSFEREE CERTIFICATE
FOR TRANSFERS OF PRIVATE CERTIFICATES
[Date]
The Bank of New York
101 Barclay Street - 12 E
New York, New York 10286
Re: Bank of America Mortgage Securities, Inc., Mortgage
Pass-Through Certificates, Series 1999-2, Class ___,
having an initial aggregate Certificate Balance as of
March 25, 1999 of $_________]
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
[_______________] (the "Transferor") to [_________________________________] (the
"Transferee") of the captioned Certificates (the "Transferred Certificates"),
pursuant to Section 6.02 of the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement"), dated March 25, 1999, among Bank of America Mortgage
Securities, Inc., as Depositor, NationsBanc Mortgage Corporation, as Servicer,
Bank of America, FSB, as Servicer, and The Bank of New York, as Trustee. All
capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferor hereby certifies, represents and warrants to you, as Trustee, that:
1. The Transferee is a "qualified institutional buyer" (a "Qualified
Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A")
under the Securities Act of 1933, as amended (the "1933 Act"), and has
completed one of the forms of certification to that effect attached hereto
as ANNEX 1 and ANNEX 2. The Transferee is aware that the sale to it is
being made in reliance on Rule 144A. The Transferee is acquiring the
Transferred Certificates for its own account or for the account of another
Qualified Institutional Buyer, and understands that such Transferred
Certificates may be resold, pledged or transferred only (a) to a person
reasonably believed to be a Qualified Institutional Buyer that purchases
for its own account or for the account of another Qualified Institutional
Buyer to whom notice is given that the resale, pledge or transfer is being
made in reliance on Rule 144A, or (b) pursuant to another exemption from
registration under the 1933 Act.
2. The Transferee has been furnished with all information regarding
(a) the Depositor, (b) the Transferred Certificates and distributions
thereon, (c) the nature, performance and servicing of the Mortgage Loans,
(d) the Pooling and Servicing Agreement and the Trust created pursuant
thereto, (e) any credit enhancement mechanism associated with the
Transferred Certificate, and (f) all related matters, that it has
requested.
3. If the Transferee proposes that the Transferred Certificates be
registered in the name of a nominee, such nominee has completed the
Nominee Acknowledgment below.
Very truly yours,
________________________________________
(Transferor)
By:_____________________________________
Name:___________________________________
Title:__________________________________
<PAGE>
NOMINEE ACKNOWLEDGMENT
The undersigned hereby acknowledges and agrees that as to the Transferred
Certificates being registered in its name, the sole beneficial owner thereof is
and shall be the Transferee identified above, for whom the undersigned is acting
as nominee.
________________________________________
(Nominee)
By:_____________________________________
Name:___________________________________
Title:__________________________________
<PAGE>
ANNEX 1 TO EXHIBIT G-2A
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Transferees Other Than Registered Investment Companies]
The undersigned hereby certifies as follows to [__________________] (the
"Transferor") and The Bank of New York, as Trustee, with respect to the mortgage
pass-through certificates (the "Transferred Certificates") described in the
Transferee certificate to which this certification relates and to which this
certification is an Annex:
1. As indicated below, the undersigned is the chief financial officer, a
person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificates (the "Transferee").
2. The Transferee is a "qualified institutional buyer" as that term is
defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended,
because (i) the Transferee owned and/or invested on a discretionary basis
$______________________1 in securities (other than the excluded securities
referred to below) as of the end of the Transferee's most recent fiscal year
(such amount being calculated in accordance with Rule 144A) and (ii) the
Transferee satisfies the criteria in the category marked below.
- -----------------------------
[FN]
1 Transferee must own and/or invest on a discretionary basis at least
$100,000,000 in securities unless Transferee is a dealer, and, in that case,
Transferee must own and/or invest on a discretionary basis at least $10,000,000
in securities.
___ CORPORATION, ETC. The Transferee is a corporation (other than a
bank, savings and loan association or similar institution),
Massachusetts or similar business trust, partnership, or any
organization described in Section 501(c)(3) of the Internal Revenue
Code of 1986.
___ BANK. The Transferee (a) is a national bank or a banking institution
organized under the laws of any state, U.S. territory or the
District of Columbia, the business of which is substantially
confined to banking and is supervised by the state or territorial
banking commission or similar official or is a foreign bank or
equivalent institution, and (b) has an audited net worth of at least
$25,000,000 as demonstrated in its latest annual financial
statements, a copy of which is attached hereto, as of a date not
more than 16 months preceding the date of sale of the Transferred
Certificates in the case of a U.S. bank, and not more than 18 months
preceding such date of sale in the case of a foreign bank or
equivalent institution.
___ SAVINGS AND LOAN. The Transferee (a) is a savings and loan
association, building and loan association, cooperative bank,
homestead association or similar institution, which is supervised
and examined by a state or federal authority having supervision over
any such institutions, or is a foreign savings and loan association
or equivalent institute and (b) has an audited net worth of at least
$25,000,000 as demonstrated in its latest annual financial
statements, A COPY OF WHICH IS ATTACHED HERETO, as of a date not
more than 16 months preceding the date of sale of the Transferred
Certificates in the case of a U.S. savings and loan association, and
not more than 18 months preceding such date of sale in the case of a
foreign savings and loan association or equivalent institution.
___ BROKER-DEALER. The Transferee is a dealer registered pursuant to
Section 15 of the Securities Exchange Act of 1934, as amended.
___ INSURANCE COMPANY. The Transferee is an insurance company whose
primary and predominant business activity is the writing of
insurance or the reinsuring of risks underwritten by insurance
companies and which is subject to supervision by the insurance
commissioner or a similar official or agency of a state, U.S.
territory or the District of Columbia.
___ STATE OR LOCAL PLAN. The Transferee is a plan established and
maintained by a state, its political subdivisions, or any agency
or instrumentality of the state or its political subdivisions,
for the benefit of its employees.
___ ERISA PLAN. The Transferee is an employee benefit plan within the
meaning of Title I of the Employee Retirement Income Security Act of
1974.
___ INVESTMENT ADVISOR. The Transferee is an investment advisor
registered under the Investment Advisers Act of 1940.
___ OTHER. (Please supply a brief description of the entity and a
cross-reference to the paragraph and subparagraph under subsection
(a)(1) of Rule 144A pursuant to which it qualifies. Note that
registered investment companies should complete Annex 2 rather than
this Annex 1.)
3. The term "SECURITIES" as used herein does not include (i) securities of
issuers that are affiliated with the Transferee, (ii) securities that are part
of an unsold allotment to or subscription by the Transferee, if the Transferee
is a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan
participations, (v) repurchase agreements, (vi) securities owned but subject to
a repurchase agreement and (vii) currency, interest rate and commodity swaps.
For purposes of determining the aggregate amount of securities owned and/or
invested on a discretionary basis by the Transferee, the Transferee did not
include any of the securities referred to in this paragraph.
4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Transferee, the Transferee used
the cost of such securities to the Transferee, unless the Transferee reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities were valued at market. Further,
in determining such aggregate amount, the Transferee may have included
securities owned by subsidiaries of the Transferee, but only if such
subsidiaries are consolidated with the Transferee in its financial statements
prepared in accordance with generally accepted accounting principles and if the
investments of such subsidiaries are managed under the Transferee's direction.
However, such securities were not included if the Transferee is a
majority-owned, consolidated subsidiary of another enterprise and the Transferee
is not itself a reporting company under the Securities Exchange Act of 1934, as
amended.
5. The Transferee is familiar with Rule 144A and understands that the
Transferor and other parties related to the Transferred Certificates are relying
and will continue to rely on the statements made herein because one or more
sales to the Transferee may be in reliance on Rule 144A.
____ ____ Will the Transferee be purchasing the
Yes No Transferred Certificates only for the
Transferee's own account?
6. If the answer to the foregoing question is "no," then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.
7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's purchase of the Transferred
Certificates will constitute a reaffirmation of this certification as of the
date of such purchase. In addition, if the Transferee is a bank or savings and
loan as provided above, the Transferee agrees that it will furnish to such
parties any updated annual financial statements that become available on or
before the date of such purchase, promptly after they become available.
___________________________________
Print Name of Transferee
By:________________________________
Name:______________________________
Title:_____________________________
Date:______________________________
<PAGE>
ANNEX 2 TO EXHIBIT G-2A
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Transferees That Are Registered Investment Companies]
The undersigned hereby certifies as follows to [_________________] (the
"Transferor") and The Bank of New York, as Trustee, with respect to the mortgage
pass-through certificates (the "Transferred Certificates") described in the
Transferee certificate to which this certification relates and to which this
certification is an Annex:
1. As indicated below, the undersigned is the chief financial officer, a
person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificates (the "Transferee") or, if the
Transferee is a "qualified institutional buyer" as that term is defined in Rule
144A ("Rule 144A") under the Securities Act of 1933, as amended, because the
Transferee is part of a Family of Investment Companies (as defined below), is an
executive officer of the investment adviser (the "Adviser").
2. The Transferee is a "qualified institutional buyer" as defined in Rule
144A because (i) the Transferee is an investment company registered under the
Investment Company Act of 1940, and (ii) as marked below, the Transferee alone
owned and/or invested on a discretionary basis, or the Transferee's Family of
Investment Companies owned, at least $100,000,000 in securities (other than the
excluded securities referred to below) as of the end of the Transferee's most
recent fiscal year. For purposes of determining the amount of securities owned
by the Transferee or the Transferee's Family of Investment Companies, the cost
of such securities was used, unless the Transferee or any member of the
Transferee's Family of Investment Companies, as the case may be, reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities of such entity were valued at
market.
____ The Transferee owned and/or invested on a discretionary basis
$____________________ in securities (other than the excluded
securities referred to below) as of the end of the Transferee's most
recent fiscal year (such amount being calculated in accordance with
Rule 144A).
____ The Transferee is part of a Family of Investment Companies which
owned in the aggregate $__________________ in securities (other than
the excluded securities referred to below) as of the end of the
Transferee's most recent fiscal year (such amount being calculated
in accordance with Rule 144A).
3. The term "FAMILY OF INVESTMENT COMPANIES" as used herein means two or
more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).
4. The term "SECURITIES" as used herein does not include (i) securities of
issuers that are affiliated with the Transferee or are part of the Transferee's
Family of Investment Companies, (ii) bank deposit notes and certificates of
deposit, (iii) loan participations, (iv) repurchase agreements, (v) securities
owned but subject to a repurchase agreement and (vi) currency, interest rate and
commodity swaps. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Transferee, or owned by
the Transferee's Family of Investment Companies, the securities referred to in
this paragraph were excluded.
5. The Transferee is familiar with Rule 144A and understands that the
Transferor and other parties related to the Transferred Certificates are relying
and will continue to rely on the statements made herein because one or more
sales to the Transferee will be in reliance on Rule 144A.
____ ____ Will the Transferee be purchasing the
Yes No Transferred Certificates only for the
Transferee's own account?
6. If the answer to the foregoing question is "no," then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.
7. The undersigned will notify the parties to which this certification is
made of any changes in the information and conclusions herein. Until such
notice, the Transferee's purchase of the Transferred Certificates will
constitute a reaffirmation of this certification by the undersigned as of the
date of such purchase.
___________________________________
Print Name of Transferee or Adviser
By:________________________________
Name:______________________________
Title:_____________________________
IF AN ADVISER:
___________________________________
Print Name of Transferee
By:________________________________
Date:______________________________
<PAGE>
EXHIBIT G-2B
FORM II OF TRANSFEREE CERTIFICATE
FOR TRANSFERS OF PRIVATE CERTIFICATES
[Date]
The Bank of New York
101 Barclay Street-12 E
New York, New York 10286
Re: Bank of America Mortgage Securities, Inc., Mortgage
Pass-Through Certificates, Series 1999-2, Class ___,
having an initial aggregate Certificate Principal
Balance as of March 25, 1999 of $_________
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
[_______________________] (the "Transferor") to
[_________________________________] (the "Transferee") of the captioned
Certificates (the "Transferred Certificates"), pursuant to Section 6.02 of the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated
March 25, 1999, among Bank of America Mortgage Securities, Inc., as Depositor,
NationsBanc Mortgage Corporation, as Servicer, Bank of America, FSB as Servicer,
and The Bank of New York, as Trustee. All capitalized terms used herein and not
otherwise defined shall have the respective meanings set forth in the Pooling
and Servicing Agreement. The Transferor hereby certifies, represents and
warrants to you, as Trustee, that:
1. Transferee is acquiring the Transferred Certificates for its own
account for investment and not with a view to or for sale or transfer in
connection with any distribution thereof, in whole or in part, in any manner
which would violate the Securities Act of 1933, as amended (the "1933 Act"), or
any applicable state securities laws.
2. Transferee understands that (a) the Transferred Certificates have not
been and will not be registered under the 1933 Act or registered or qualified
under any applicable state securities laws, (b) neither the Depositor nor the
Trustee is obligated so to register or qualify the Transferred Certificates and
(c) neither the Transferred Certificates nor any security issued in exchange
therefor or in lieu thereof may be resold or transferred unless such resale or
transfer is exempt from the registration requirements of the 1933 Act and any
applicable state securities laws or is made in accordance with the 1933 Act and
laws, in which case (i) unless the transfer is made in reliance on Rule 144A
under the 1933 Act, the Trustee or the Depositor may require a written Opinion
of Counsel (which may be in-house counsel) acceptable to and in form and
substance reasonably satisfactory to the Trustee and the Depositor that such
transfer may be made pursuant to an exemption, describing the applicable
exemption and the basis therefor, from the 1933 Act and such laws or is being
made pursuant to the 1933 Act and such laws, which Opinion of Counsel shall not
be an expense of the Trustee or the Depositor and (ii) the Trustee shall require
a certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached to the Pooling and Servicing Agreement as
EXHIBIT G-1 and a certificate from such Certificateholder's prospective
transferee substantially in the form attached to the Pooling and Servicing
Agreement either as EXHIBIT G-2A or as EXHIBIT G-2B, which certificates shall
not be an expense of the Trustee or the Depositor; provided that the foregoing
requirements under clauses (i) and (ii) shall not apply to a transfer of a
Private Certificate between or among the Depositor, the Seller, their affiliates
or both.
3. The Transferee understands that it may not sell or otherwise transfer
the Transferred Certificates, any security issued in exchange therefor or in
lieu thereof or any interest in the foregoing except in compliance with the
provisions of Section 6.02 of the Pooling and Servicing Agreement, which
provisions it has carefully reviewed, and that the Transferred Certificates will
bear legends substantially to the following effect:
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE
WITHOUT REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A
TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT
AND IN ACCORDANCE WITH THE PROVISIONS OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON
BEHALF OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN
INDIVIDUAL RETIREMENT ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR ANY FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A
"PLAN"), MAY RESULT IN "PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF
ERISA, THE CODE OR SIMILAR LAW. TRANSFER OF THIS CERTIFICATE WILL NOT BE
MADE UNLESS THE TRANSFEREE DELIVERS TO THE TRUSTEE EITHER (I) A
REPRESENTATION LETTER, IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE,
STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON BEHALF OF, ANY SUCH PLAN
OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH PURCHASE OR (B) IF IT
IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS
CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH TERM IS
DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO BENEFIT
PLAN WITH RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES
AND LIABILITIES FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH BENEFIT
PLAN AND ALL OTHER BENEFIT PLANS MAINTAINED BY THE SAME EMPLOYER (OR
AFFILIATE THEREOF AS DEFINED IN SECTION V(A)(1) OF PTE 95-60) OR BY THE
SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE TOTAL OF ALL RESERVES AND
LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS ARE DETERMINED UNDER
SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND ALL PLANS THAT
HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE 95-60
APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICERS, TO THE EFFECT THAT THE PURCHASE OR
HOLDING OF THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT RESULT
IN THE ASSETS OF THE TRUST BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO
THE PROHIBITED TRANSACTION PROVISIONS OF ERISA, THE CODE OR SIMILAR LAW
AND WILL NOT SUBJECT THE DEPOSITOR, THE SERVICERS OR THE TRUSTEE TO ANY
OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING
AGREEMENT. EACH PERSON WHO ACQUIRES THIS CERTIFICATE OR ANY INTEREST
THEREIN SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS REQUIRED BY THE
REPRESENTATION LETTER REFERRED TO IN THE PRECEDING SENTENCE UNLESS SUCH
PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION LETTER OR THE OPINION OF
COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE TRUSTEE. THE POOLING
AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR PURPORTED TRANSFER
IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND VOID AND WILL
VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
4. Neither the Transferee nor anyone acting on its behalf has (a) offered,
transferred, pledged, sold or otherwise disposed of any Transferred Certificate,
any interest in a Transferred Certificate or any other similar security to any
person in any manner, (b) solicited any offer to buy or accept a transfer,
pledge or other disposition of any Transferred Certificate, any interest in a
Transferred Certificate or any other similar security from any person in any
manner, (c) otherwise approached or negotiated with respect to any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security with any person in any manner, (d) made any general solicitation by
means of general advertising or in any other manner, or (e) taken any other
action, that (in the case of any of the acts described in clauses (a) through
(e) above) would constitute a distribution of the Transferred Certificates under
the 1933 Act, would render the disposition of the Transferred Certificates a
violation of Section 5 of the 1933 Act or any state securities law or would
require registration or qualification of the Transferred Certificates pursuant
thereto. The Transferee will not act, nor has it authorized nor will it
authorize any person to act, in any manner set forth in the foregoing sentence
with respect to the Transferred Certificates, any interest in the Transferred
Certificates or any other similar security.
5. The Transferee has been furnished with all information regarding (a)
the Depositor, (b) the Transferred Certificates and distributions thereon, (c)
nature, performance and servicing of the Mortgage Loans., (d) the Pooling and
Servicing Agreement and the Trust created pursuant thereto, (e) any credit
enhancement mechanism associated with the Transferred Certificates, and (f) all
related matters, that it has requested.
6. The Transferee is an "accredited investor" within the meaning of
paragraph (1), (2), (3) or (7) of Rule 501 (a) under the 1933 Act or an entity
in which all the equity owners come within such paragraphs and has such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of an investment in the Transferred
Certificates; the Transferee has sought such accounting, legal and tax advice as
it has considered necessary to make an informed investment decision; and the
Transferee is able to bear the economic risks of such an investment and can
afford a complete loss of such investment.
7. If the Transferee proposes that the Transferred Certificates be
registered in the name of a nominee, such nominee has completed the Nominee
Acknowledgment below.
Very truly yours,
___________________________________
(Transferee)
By:________________________________
Name:______________________________
Title:_____________________________
Date:______________________________
<PAGE>
NOMINEE ACKNOWLEDGMENT
The undersigned hereby acknowledges and agrees that as to the Transferred
Certificates being registered in its name, the sole beneficial owner thereof is
and shall be the Transferee identified above, for whom the undersigned is acting
as nominee.
___________________________________
(Nominee)
By:________________________________
Name:______________________________
Title:_____________________________
<PAGE>
EXHIBIT H
FORM OF TRANSFEREE REPRESENTATION LETTER
FOR BENEFIT PLAN-RESTRICTED CERTIFICATES
The Bank of New York
101 Barclay Street - 12 E
New York, New York 10286
Re: Bank of America Mortgage Securities, Inc., Mortgage
Pass-Through Certificates, Series 1999-2, Class ___,
having an initial aggregate Certificate Principal
Balance as of March 25, 1999 of $_________
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
[_______________________] (the "Transferor") to
[________________________________] (the "Transferee") of the captioned
Certificates (the "Transferred Certificates"), pursuant to Section 6.02 of the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated
March 25, 1999, among Bank of America Mortgage Securities, Inc., as Depositor,
NationsBanc Mortgage Corporation, as Servicer, Bank of America, FSB, as
Servicer, and The Bank of New York, as Trustee. All capitalized terms used
herein and not otherwise defined shall have the respective meanings set forth in
the Pooling and Servicing Agreement.
The Transferee hereby certifies, represents and warrants to you, as
Trustee, either that:
(a) it is not, and is not acting on behalf of, an employee benefit plan or
arrangement, including an individual retirement account, subject to the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), the Internal
Revenue Code of 1986, as amended (the "Code"), or any federal, state or local
law ("Similar Law") which is similar to ERISA or the Code (collectively, a
"Plan"), and it is not using the assets of any such Plan to effect the purchase
of the Transferred Certificates; or
(b) it is an insurance company and the source of funds used to purchase
the Transferred Certificates is an "insurance company general account" (as
defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTE
95-60"), 60 Fed. Reg. 35925 (July 12, 1995)), there is no Plan with respect to
which the amount of such general account's reserves and liabilities for the
contract(s) held by or on behalf of such Plan and all other Plans maintained by
the same employer (or affiliate thereof as defined in Section V(a)(1) of PTE
95-60) or by the same employee organization exceeds 10% of the total of all
reserves and liabilities of such general account (as such amounts are determined
under Section I(a) of PTE 95-60) at the date of acquisition and all Plans that
have an interest in such general account are Plans to which PTE 95-60 applies.
Capitalized terms used in and not otherwise defined herein shall have the
meaning assigned to them in the Pooling and Servicing Agreement.
Very truly yours,
___________________________________
(Transferee)
By:________________________________
Name:______________________________
Title:_____________________________
Date:______________________________
<PAGE>
EXHIBIT I
FORM OF AFFIDAVIT REGARDING TRANSFER OF
RESIDUAL CERTIFICATES PURSUANT TO SECTION 6.02
Bank of America Mortgage Securities, Inc.
Mortgage Pass-Through Certificates,
Series 1999-2
STATE OF )
) ss.:
COUNTY OF )
The undersigned, being first duly sworn, deposes and says as follows:
1. The undersigned is an officer of _______________________________, the
proposed transferee (the "Transferee") of the Class [A-R] [A-LR] Certificate
(the "Certificate") issued pursuant to the Pooling and Servicing Agreement,
dated March 25, 1999, (the "Agreement"), relating to the above-referenced
Series, by and among Bank of America Mortgage Securities, Inc., as depositor
(the "Depositor"), NationsBanc Mortgage Corporation, as servicer, Bank of
America, FSB as servicer, and The Bank of New York, as trustee. Capitalized
terms used but not defined herein shall have the meanings ascribed to such terms
in the Agreement. The Transferee has authorized the undersigned to make this
affidavit on behalf of the Transferee.
2. The Transferee is, as of the date hereof, and will be, as of the date
of the transfer, a Permitted Transferee. The Transferee is acquiring the Class
[A-R] [A-LR] Certificate either (i) for its own account or (ii) as nominee,
trustee or agent for another Person who is a Permitted Transferee and has
attached hereto an affidavit from such Person in substantially the same form as
this affidavit. The Transferee has no knowledge that any such affidavit is
false.
3. The Transferee has been advised of, and understands that (i) a tax will
be imposed on Transfers of the Class [A-R] [A-LR] Certificate to Persons that
are not Permitted Transferees; (ii) such tax will be imposed on the transferor,
or, if such Transfer is through an agent (which includes a broker, nominee or
middleman) for a Person that is not a Permitted Transferee, on the agent; and
(iii) the Person otherwise liable for the tax shall be relieved of liability for
the tax if the subsequent Transferee furnished to such Person an affidavit that
such subsequent Transferee is a Permitted Transferee and, at the time of
Transfer, such Person does not have actual knowledge that the affidavit is
false.
4. The Transferee has been advised of, and understands that a tax will be
imposed on a "pass-through entity" holding the Certificate if at any time during
the taxable year of the pass-through entity a Person that is not a Permitted
Transferee is the record Holder of an interest in such entity. The Transferee
understands that, other than in the case of an "electing large partnership"
under Section 775 of the Code, such tax will not be imposed for any period with
respect to which the record Holder furnishes to the pass-through entity an
affidavit that such record Holder is a Permitted Transferee and the pass-through
entity does not have actual knowledge that such affidavit is false. (For this
purpose, a "pass-through entity" includes a regulated investment company, a real
estate investment trust or common trust fund, a partnership, trust or estate,
and certain cooperatives and, except as may be provided in Treasury Regulations,
persons holding interests in pass-through entities as a nominee for another
Person.)
5. The Transferee has reviewed the provisions of Section 6.02 of the
Agreement and understands the legal consequences of the acquisition of the Class
[A-R] [A-LR] Certificate including, without limitation, the restrictions on
subsequent Transfers and the provisions regarding voiding the transfer and
mandatory sales. The Transferee expressly agrees to be bound by and to abide by
the provisions of Section 6.02 of the Agreement and the restrictions noted on
the face of the Certificate. The Transferee understands and agrees that any
breach of any of the representations included herein shall render the Transfer
to the Transferee contemplated hereby null and void.
6. The Transferee agrees to require a transfer affidavit in the form of
this Affidavit from any Person to whom the Transferee attempts to Transfer its
Class [A-R] [A-LR] Certificate, and in connection with any Transfer by a Person
for whom the Transferee is acting as nominee, trustee or agent, and the
Transferee will not Transfer its Class [A-R] [A-LR] Certificate or cause any
Class [A-R] [A-LR] Certificate to be transferred to any Person that the
Transferee knows is not a Permitted Transferee.
7. The Transferee historically has paid its debts as they have become due.
8. The Transferee does not have the intention to impede the assessment or
collection of any tax legally required to be paid with respect to the Class
[A-R] [A-LR] Certificate.
9. The Transferee's taxpayer identification number is __________________
_______________.
10. The Transferee is a U.S. Person as defined in Code Section
7701(a)(30).
11. The Transferee is aware that the Class [A-R] [A-LR] Certificate may be
a "noneconomic residual interest" within the meaning of proposed Treasury
regulations promulgated pursuant to the Code and that the transferor of a
noneconomic residual interest will remain liable for any taxes due with respect
to the income on such residual interest, unless no significant purpose of the
transfer was to impede the assessment or collection of tax. The Transferee
understands that it may incur tax liabilities with respect to the Class [A-R]
[A-LR] Certificate in excess of cash flows generated thereby, and agrees to pay
taxes associated with holding the Class [A-R] [A-LR] Certificate as such taxes
become due.
<PAGE>
12. The Transferee is not an employee benefit plan or arrangement,
including an individual retirement account, subject to ERISA, the Code or any
federal, state or local law which is similar to ERISA or the Code, and the
Transferee is not acting on behalf of such a plan or arrangement.
* * *
<PAGE>
IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
duly authorized officer and its corporate seal to be hereunto affixed, duly
attested, this _____ day of ________________, ____.
_______________________________________
Print Name of Transferee
By:____________________________________
Name:
Title:
[Corporate Seal]
ATTEST:
______________________________
[Assistant] Secretary
Personally appeared before me the above-named __________________________
______________________________, known or proved to me to be the same person
who executed the foregoing instrument and to be the _______________________
of the Transferee, and acknowledged that he executed the same as his free act
and deed and the free act and deed of the Transferee.
Subscribed and sworn before me this _____ day of _______________, _____.
NOTARY PUBLIC
My Commission expires the ____ day of
______________, ____
<PAGE>
EXHIBIT J
CONTENTS OF EACH SERVICER MORTGAGE FILE
1. Copies of Mortgage Loans Documents.
2. Residential loan application.
3. Mortgage Loan closing statement.
4. Verification of employment and income, if required.
5. Verification of acceptable evidence of source and amount of
downpayment.
6. Credit report on Mortgagor, in a form acceptable to either FNMA
or FHLMC.
7. Residential appraisal report.
8. Photograph of the Mortgaged Property.
9. Survey of the Mortgaged Property, unless a survey is not
required by the title insurer.
10. Copy of each instrument necessary to complete identification of
any exception set forth in the exception schedule in the title
policy, i.e., map or plat, restrictions, easements, home owner
association declarations, etc.
11. Copies of all required disclosure statements.
12. If applicable, termite report, structural engineer's report,
water potability and septic certification.
13. Sales Contract, if applicable.
14. The Primary Insurance Policy or certificate of insurance or an
electronic notation of the existence of such policy, where
required pursuant to the Agreement.
15. Evidence of electronic notation of the hazard insurance policy,
and if required by law, evidence of the flood insurance policy.
<PAGE>
EXHIBIT K
PAC and TAC Tables
<TABLE>
<CAPTION>
PERIOD A11PAC A12PAC A14 PAC TAC (A13 and A14 TAC)
<S> <C> <C> <C> <C> <C>
1 April 25, 1999 50,559,000.00 48,883,000.00 4,948,000.00 106,169,360.20
2 May 25, 1999 50,559,000.00 48,883,000.00 4,948,000.00 105,637,380.91
3 June 25, 1999 50,559,000.00 48,883,000.00 4,948,000.00 105,007,261.14
4 July 25, 1999 50,559,000.00 48,883,000.00 4,948,000.00 104,279,231.26
5 August 25, 1999 50,559,000.00 48,883,000.00 4,948,000.00 103,453,646.23
6 September 25, 1999 50,559,000.00 48,883,000.00 4,948,000.00 102,530,985.89
7 October 25, 1999 50,559,000.00 48,883,000.00 4,948,000.00 101,511,855.01
8 November 25, 1999 50,559,000.00 48,883,000.00 4,948,000.00 100,396,983.08
9 December 25, 1999 50,559,000.00 48,883,000.00 4,948,000.00 99,187,223.82
10 January 25, 2000 50,559,000.00 48,883,000.00 4,948,000.00 97,883,554.42
11 February 25, 2000 50,559,000.00 48,883,000.00 4,948,000.00 96,487,074.56
12 March 25, 2000 49,750,691.51 48,883,000.00 4,948,000.00 95,807,313.58
13 April 25, 2000 48,895,749.35 48,883,000.00 4,948,000.00 95,083,937.13
14 May 25, 2000 47,994,599.59 48,883,000.00 4,948,000.00 94,317,977.45
15 June 25, 2000 47,047,698.20 48,883,000.00 4,948,000.00 93,510,552.61
16 July 25, 2000 46,055,530.80 48,883,000.00 4,948,000.00 92,662,864.44
17 August 25, 2000 45,018,612.20 48,883,000.00 4,948,000.00 91,776,196.38
18 September 25, 2000 43,937,486.00 48,883,000.00 4,948,000.00 90,851,911.04
19 October 25, 2000 42,812,724.16 48,883,000.00 4,948,000.00 89,891,447.53
20 November 25, 2000 41,644,926.50 48,883,000.00 4,948,000.00 88,896,318.65
21 December 25, 2000 40,434,720.21 48,883,000.00 4,948,000.00 87,868,107.77
22 January 25, 2001 39,182,759.26 48,883,000.00 4,948,000.00 86,808,465.68
23 February 25, 2001 37,889,723.89 48,883,000.00 4,948,000.00 85,719,107.04
24 March 25, 2001 36,556,319.97 48,883,000.00 4,948,000.00 84,601,806.86
25 April 25, 2001 35,183,278.38 48,883,000.00 4,948,000.00 83,458,396.64
26 May 25, 2001 33,771,354.35 48,883,000.00 4,948,000.00 82,290,760.48
27 June 25, 2001 32,321,326.79 48,883,000.00 4,948,000.00 81,100,830.94
28 July 25, 2001 30,833,997.56 48,883,000.00 4,948,000.00 79,890,584.86
29 August 25, 2001 29,310,190.74 48,883,000.00 4,948,000.00 78,662,038.97
30 September 25, 2001 27,796,469.48 48,883,000.00 4,948,000.00 77,460,633.38
31 October 25, 2001 26,292,769.06 48,883,000.00 4,948,000.00 76,285,915.58
32 November 25, 2001 24,799,025.18 48,883,000.00 4,948,000.00 75,137,439.64
33 December 25, 2001 23,315,173.97 48,883,000.00 4,948,000.00 74,014,766.10
34 January 25, 2002 21,841,151.98 48,883,000.00 4,948,000.00 72,917,461.91
35 February 25, 2002 20,376,896.18 48,883,000.00 4,948,000.00 71,845,100.32
36 March 25, 2002 18,922,343.93 48,883,000.00 4,948,000.00 70,797,260.80
37 April 25, 2002 17,477,433.02 48,883,000.00 4,948,000.00 69,773,528.96
38 May 25, 2002 16,042,101.63 48,883,000.00 4,948,000.00 68,773,496.45
39 June 25, 2002 14,616,288.37 48,883,000.00 4,948,000.00 67,796,760.86
40 July 25, 2002 13,199,932.23 48,883,000.00 4,948,000.00 66,842,925.68
41 August 25, 2002 11,792,972.60 48,883,000.00 4,948,000.00 65,911,600.20
42 September 25, 2002 10,395,349.29 48,883,000.00 4,948,000.00 65,002,399.37
43 October 25, 2002 9,007,002.46 48,883,000.00 4,948,000.00 64,114,943.85
44 November 25, 2002 7,627,872.71 48,883,000.00 4,948,000.00 63,248,859.79
45 December 25, 2002 6,257,901.00 48,883,000.00 4,948,000.00 62,403,778.84
46 January 25, 2003 4,897,028.68 48,883,000.00 4,948,000.00 61,579,338.05
47 February 25, 2003 3,545,197.49 48,883,000.00 4,948,000.00 60,775,179.78
48 March 25, 2003 2,202,349.56 48,883,000.00 4,948,000.00 59,990,951.63
49 April 25, 2003 868,427.37 48,883,000.00 4,948,000.00 59,226,306.39
50 May 25, 2003 0 48,426,373.81 4,948,000.00 58,480,901.94
51 June 25, 2003 47,110,132.13 4,948,000.00 57,754,401.19
52 July 25, 2003 45,802,645.95 4,948,000.00 57,046,472.00
53 August 25, 2003 44,503,859.25 4,948,000.00 56,356,787.13
54 September 25, 2003 43,213,716.40 4,948,000.00 55,685,024.14
55 October 25, 2003 41,932,162.12 4,948,000.00 55,030,865.36
56 November 25, 2003 40,659,141.51 4,948,000.00 54,393,997.75
57 December 25, 2003 39,394,599.99 4,948,000.00 53,774,112.98
58 January 25, 2004 38,138,483.39 4,948,000.00 53,170,907.17
59 February 25, 2004 36,890,737.85 4,948,000.00 52,584,081.00
60 March 25, 2004 35,651,309.90 4,948,000.00 52,013,339.52
61 April 25, 2004 34,437,093.53 4,948,000.00 51,476,649.05
62 May 25, 2004 33,231,014.08 4,948,000.00 50,955,312.36
63 June 25, 2004 32,033,018.92 4,948,000.00 50,449,047.92
64 July 25, 2004 30,843,055.78 4,948,000.00 49,957,578.37
65 August 25, 2004 29,661,072.70 4,948,000.00 49,480,630.49
66 September 25, 2004 28,487,018.07 4,948,000.00 49,017,935.10
67 October 25, 2004 27,320,840.63 4,948,000.00 48,569,227.01
68 November 25, 2004 26,162,489.43 4,948,000.00 48,134,245.01
69 December 25, 2004 25,011,913.87 4,948,000.00 47,712,731.72
70 January 25, 2005 23,869,063.66 4,948,000.00 47,304,433.64
71 February 25, 2005 22,733,888.87 4,948,000.00 46,909,101.01
72 March 25, 2005 21,606,339.86 4,948,000.00 46,526,487.81
73 April 25, 2005 20,521,366.63 4,948,000.00 46,132,360.04
74 May 25, 2005 19,471,062.12 4,948,000.00 45,723,196.21
75 June 25, 2005 18,454,361.82 4,948,000.00 45,299,777.90
76 July 25, 2005 17,470,233.32 4,948,000.00 44,862,858.39
77 August 25, 2005 16,517,675.32 4,948,000.00 44,413,163.63
78 September 25, 2005 15,595,716.73 4,948,000.00 43,951,393.10
79 October 25, 2005 14,703,415.75 4,948,000.00 43,478,220.62
80 November 25, 2005 13,839,859.01 4,948,000.00 42,994,295.24
81 December 25, 2005 13,004,160.70 4,948,000.00 42,500,242.00
82 January 25, 2006 12,195,461.77 4,948,000.00 41,996,662.70
83 February 25, 2006 11,412,929.11 4,948,000.00 41,484,136.69
84 March 25, 2006 10,655,754.79 4,948,000.00 40,963,221.55
85 April 25, 2006 9,961,787.66 4,948,000.00 40,416,111.85
86 May 25, 2006 9,290,392.14 4,948,000.00 39,862,576.89
87 June 25, 2006 8,640,860.49 4,948,000.00 39,303,087.55
88 July 25, 2006 8,012,506.66 4,948,000.00 38,738,096.20
89 August 25, 2006 7,404,665.67 4,948,000.00 38,168,037.31
90 September 25, 2006 6,816,692.91 4,948,000.00 37,593,328.10
91 October 25, 2006 6,247,963.56 4,948,000.00 37,014,369.11
92 November 25, 2006 5,697,872.00 4,948,000.00 36,431,544.68
93 December 25, 2006 5,165,831.21 4,948,000.00 35,845,223.57
94 January 25, 2007 4,651,272.21 4,948,000.00 35,255,759.44
95 February 25, 2007 4,153,643.52 4,948,000.00 34,663,491.38
96 March 25, 2007 3,672,410.63 4,948,000.00 34,068,744.37
97 April 25, 2007 3,237,714.98 4,948,000.00 33,459,244.42
98 May 25, 2007 2,817,041.25 4,948,000.00 32,848,830.79
99 June 25, 2007 2,409,946.81 4,948,000.00 32,237,750.94
100 July 25, 2007 2,016,002.78 4,948,000.00 31,626,241.20
101 August 25, 2007 1,634,793.62 4,948,000.00 31,014,527.20
102 September 25, 2007 1,265,916.66 4,948,000.00 30,402,824.23
103 October 25, 2007 908,981.80 4,948,000.00 29,791,337.58
104 November 25, 2007 563,611.02 4,948,000.00 29,180,262.93
105 December 25, 2007 229,438.10 4,948,000.00 28,569,786.65
106 January 25, 2008 0 4,854,108.20 27,960,086.15
107 February 25, 2008 4,541,277.53 27,351,330.18
108 March 25, 2008 4,238,613.01 26,743,679.15
109 April 25, 2008 3,968,399.58 26,130,234.22
110 May 25, 2008 3,706,447.54 25,519,029.71
111 June 25, 2008 3,452,506.80 24,910,158.29
112 July 25, 2008 3,206,334.74 24,303,707.26
113 August 25, 2008 2,967,696.08 23,699,758.65
114 September 25, 2008 2,736,362.56 23,098,389.49
115 October 25, 2008 2,512,112.84 22,499,671.94
116 November 25, 2008 2,294,732.19 21,903,673.49
117 December 25, 2008 2,084,012.37 21,310,457.11
118 January 25, 2009 1,879,751.39 20,720,081.47
119 February 25, 2009 1,681,753.34 20,132,601.03
120 March 25, 2009 1,489,828.21 19,548,066.24
121 April 25, 2009 1,303,791.70 18,966,523.69
122 May 25, 2009 1,123,465.07 18,388,016.23
123 June 25, 2009 948,674.96 17,812,583.13
124 July 25, 2009 779,253.22 17,240,260.24
125 August 25, 2009 615,036.79 16,671,080.04
126 September 25, 2009 455,867.49 16,105,071.88
127 October 25, 2009 301,591.93 15,542,262.01
128 November 25, 2009 152,061.34 14,982,673.74
129 December 25, 2009 7,131.43 14,426,327.56
130 January 25, 2010 0 13,739,903.50
131 February 25, 2010 13,053,948.05
132 March 25, 2010 12,375,473.66
133 April 25, 2010 11,704,362.92
134 May 25, 2010 11,040,499.97
135 June 25, 2010 10,383,770.48
136 July 25, 2010 9,734,061.58
137 August 25, 2010 9,091,261.94
138 September 25, 2010 8,455,261.64
139 October 25, 2010 7,825,952.23
140 November 25, 2010 7,203,226.66
141 December 25, 2010 6,586,979.30
142 January 25, 2011 5,977,105.88
143 February 25, 2011 5,373,503.50
144 March 25, 2011 4,776,070.62
145 April 25, 2011 4,184,706.99
146 May 25, 2011 3,599,313.69
147 June 25, 2011 3,019,793.08
148 July 25, 2011 2,446,048.78
149 August 25, 2011 1,877,985.69
150 September 25, 2011 1,315,509.92
151 October 25, 2011 758,528.79
152 November 25, 2011 206,950.84
153 December 25, 2011 0
</TABLE>
