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: April 27, 1999
(Date of earliest event reported)
Commission File No. 333-67267
Bank of America Mortgage Securities, Inc.
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Delaware 94-324470
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(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)
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ITEM 5. Other Events
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On April 27, 1999, Bank of America Mortgage Securities, Inc., a Delaware
corporation (the "Registrant"), sold Mortgage Pass-Through Certificates, Series
1999-3, Class A-1, Class A-PO, Class A-R, Class B-1, Class B-2 and Class B-3
(the "Offered Certificates"), having an aggregate original principal balance of
$275,372,167.00. The Offered Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated April 27, 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 1999-3, Class B-4, Class B-5 and Class B-6
Certificates, having an aggregate initial principal balance of $1,246,877.62
(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 99.55% 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 a REMIC for federal income tax
purposes (the "REMIC"). The Class A-1, Class A-PO, Class B-1, Class B-2, Class
B-3, Class B-4, Class B-5 and Class B-6 Certificates will be treated as "regular
interests" in the REMIC and the Class A-R Certificate will be treated as the
"residual interest" in the REMIC.
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ITEM 7. Financial Statements and Exhibits
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(c) Exhibits
Item 601(a)
of Regulation S-K
Exhibit No. Description
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(EX-4) Pooling and Servicing Agreement, dated April
27, 1999, among Bank of America Mortgage
Securities, Inc., NationsBanc Mortgage
Corporation, Bank of America, FSB and The
Bank of New York, as trustee.
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<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.
April 27, 1999 /s/ Sharon Joseph
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Sharon Joseph
Vice President
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<PAGE>
INDEX TO EXHIBITS
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Paper (P) or
Exhibit No. Description Electronic (E)
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(EX-4) Pooling and Servicing E
Agreement, dated April 27, 1999
among Bank of America Mortgage
Securities, Inc., NationsBanc Mortgage
Corporation, Bank of America, FSB and
The Bank of New York, as trustee.
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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 April 27, 1999
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Mortgage Pass-Through Certificates
Series 1999-3
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<PAGE>
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TABLE OF CONTENTS
Page
PRELIMINARY STATEMENT..........................................................1
ARTICLE I
DEFINITIONS
Section 1. 01 Defined Terms................................................2
Section 1. 03 Interest Calculations.......................................24
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2. 01 Conveyance of Mortgage Loans................................24
Section 2. 02 Acceptance by the Trustee of the Mortgage Loans.............27
Section 2. 03 Representations, Warranties and Covenants of the NMC
Servicer..................................................29
Section 2. 04 Representations, Warranties and Covenants of the BA
Servicer..................................................30
Section 2. 05 Representations and Warranties of the Depositor as to the
Mortgage Loans............................................31
Section 2. 06 Designation of Interests in the REMIC.......................38
Section 2. 07 Designation of Start-up Day.................................39
Section 2. 08 REMIC Certificate Maturity Date.............................39
Section 2. 09 Execution and Delivery of Certificates......................39
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3. 01 Servicers to Service Mortgage Loans.........................39
Section 3. 02 Subservicing; Enforcement of the Obligations of
Servicers.................................................40
Section 3. 03 Fidelity Bond; Errors and Omissions Insurance...............41
Section 3. 04 Access to Certain Documentation.............................41
Section 3. 05 Maintenance of Primary Mortgage Insurance Policy; Claims....42
Section 3. 06 Rights of the Depositor and the Trustee in Respect of the
Servicers.......................... ......................42
Section 3. 07 Trustee to Act as Servicer..................................43
Section 3. 08 Collection of Mortgage Loan Payments; Servicer Custodial
Accounts and Certificate Account..........................43
Section 3. 09 Collection of Taxes, Assessments and Similar Items; Escrow
Accounts.......................... .......................46
Section 3. 10 Access to Certain Documentation and Information Regarding
the Mortgage Loans................. ......................48
<PAGE>
Section 3. 11 Permitted Withdrawals from the Servicer Custodial Accounts
and Certificate Account........... .......................48
Section 3. 12 Maintenance of Hazard Insurance.............................49
Section 3. 13 Enforcement of Due-On-Sale Clauses; Assumption Agreements...50
Section 3. 14 Realization Upon Defaulted Mortgage Loans; REO Property.....52
Section 3. 15 Trustee to Cooperate; Release of Mortgage Files.............55
Section 3. 16 Documents, Records and Funds in Possession of the Servicers
to be Held for the Trustee................................56
Section 3. 17 Servicing Compensation......................................56
Section 3. 18 Annual Statement as to Compliance...........................57
Section 3. 19 Annual Independent Public Accountants'Servicing Statement;
Financial Statements.............. .......................57
Section 3. 20 Advances....................................................57
Section 3. 21 Modifications, Waivers, Amendments and Consents.............58
Section 3. 22 Reports to the Securities and Exchange Commission...........59
ARTICLE IV
SERVICER'S CERTIFICATE
Section 4. 01 Servicer's Certificate......................................59
ARTICLE V
AYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;
REMIC ADMINISTRATION
Section 5. 01 Distributions...............................................60
Section 5. 02 Priorities of Distribution..................................60
Section 5. 03 Allocation of Losses........................................63
Section 5. 04 Statements to Certificateholders............................64
Section 5. 05 Tax Returns and Reports to Certificateholders...............67
Section 5. 06 Tax Matters Person..........................................67
Section 5. 07 Rights of the Tax Matters Person in Respect of the Trustee..67
Section 5. 08 REMIC Related Covenants.....................................68
ARTICLE VI
THE CERTIFICATES
Section 6. 01 The Certificates............................................69
Section 6. 02 Registration of Transfer and Exchange of Certificates.......69
Section 6. 03 Mutilated, Destroyed, Lost or Stolen Certificates...........73
Section 6. 04 Persons Deemed Owners.......................................74
<PAGE>
ARTICLE VII
THE DEPOSITOR AND THE SERVICERS
Section 7. 01 Respective Liabilities of the Depositor and the Servicers...74
Section 7. 02 Merger or Consolidation of the Depositor or a Servicer......74
Section 7. 03 Limitation on Liability of the Depositor, the Servicers
and Others........................... ....................74
Section 7. 04 Depositor and Servicers Not to Resign.......................75
ARTICLE VIII
DEFAULT
Section 8. 01 Events of Default...........................................5
Section 8. 02 Remedies of Trustee.........................................77
Section 8. 03 Directions by Certificateholders and Duties of Trustee
During Event of Default............... ...................77
Section 8. 04 Action upon Certain Failures of a Servicer and upon Event
of Default......................... ......................78
Section 8. 05 Trustee to Act; Appointment of Successor....................78
Section 8. 06 Notification to Certificateholders..........................79
ARTICLE IX
THE TRUSTEE
Section 9. 01 Duties of Trustee...........................................79
Section 9. 02 Certain Matters Affecting the Trustee.......................80
Section 9. 03 Trustee Not Liable for Certificates or Mortgage Loans.......81
Section 9. 04 Trustee May Own Certificates................................82
Section 9. 05 Eligibility Requirements for Trustee........................82
Section 9. 06 Resignation and Removal of Trustee..........................83
Section 9. 07 Successor Trustee...........................................83
Section 9. 08 Merger or Consolidation of Trustee..........................84
Section 9. 09 Appointment of Co-Trustee or Separate Trustee...............84
Section 9. 10 Authenticating Agents.......................................85
Section 9. 11 Trustee's Fees and Expenses.................................86
Section 9. 12 [RESERVED]..................................................87
Section 9. 13 Paying Agents...............................................87
Section 9. 14 Limitation of Liability.....................................87
Section 9. 15 Trustee May Enforce Claims Without Possession of
Certificates................................ .............88
Section 9. 16 Suits for Enforcement.......................................88
Section 9. 17 Waiver of Bond Requirement..................................88
Section 9. 18 Waiver of Inventory, Accounting and Appraisal Requirement...88
Section 9. 19 Year 2000 Compliance........................................88
<PAGE>
ARTICLE X
TERMINATION
Section 10. 01 Termination upon Purchase by the Depositor or Liquidation
of All Mortgage Loans.............. .....................89
Section 10. 02 Additional Termination Requirements........................90
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11. 01 Amendment...................................................91
Section 11. 02 Recordation of Agreement....................................92
Section 11. 03 Limitation on Rights of Certificateholders..................92
Section 11. 04 Governing Law...............................................93
Section 11. 05 Notices.....................................................93
Section 11. 06 Severability of Provisions..................................94
Section 11. 07 Certificates Nonassessable and Fully Paid...................94
Section 11. 08 Access to List of Certificateholders........................94
Section 11. 09 Recharacterization..........................................95
EXHIBITS
Exhibit A-1 - Form of Face of Class A-1 Certificate
Exhibit A-PO - Form of Face of Class A-PO Certificate
Exhibit A-R - Form of Face of Class A-R 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.......................C-1
Exhibit D-1 BA Mortgage Loan Schedule...............................D-1-1
Exhibit D-2 NMC Mortgage Loan Schedule..............................D-2-1
Exhibit E Request for Release of Documents..........................E-1
Exhibit F Form of Certification of Establishment of Account.........F-1
Exhibit G-1 Form of Transferor's Certificate........................G-1-1
Exhibit G-2A Form 1 of Transferee's Certificate.....................G-2A-1
Exhibit G-2B Form 2 of Transferee's Certificate.....................G-2B-1
Exhibit H Form of Transferee Representation Letter
for ERISA Restricted Certificates..........................H-1
Exhibit I Form of Affidavit Regarding Transfer of Residual
Certificate......................... ....................I-1
Exhibit J Contents of Servicing File.................................J-1
Exhibit K Form of Special Servicing Agreement........................K-1
<PAGE>
POOLING AND SERVICING AGREEMENT
THIS POOLING AND SERVICING AGREEMENT, dated April 27, 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:
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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 a real estate mortgage investment conduit
(the "REMIC"). The Class A Certificates (other than the Class A-R Certificate)
and the Class B Certificates are referred to collectively as the "Regular
Certificates" and shall constitute "regular interests" in the REMIC. The Class
A-R Certificate shall be the "residual interest" in the 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,
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>
<TABLE>
<CAPTION>
Integral
Multiples
Initial Class Minimum in Excess
Classes Certificate Balance Pass-Through Rate Denomination of Minimum
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<S> <C> <C> <C> <C>
Class A-1 $270,699,000.00 6.250% $1,000 $1
Class A-PO $660,067.00 (1) $25,000 $1
Class A-R $100.00 6.250% $100 N/A
Class B-1 $2,075,000.00 6.250% $25,000 $1
Class B-2 $969,000.00 6.250% $25,000 $1
Class B-3 $969,000.00 6.250% $25,000 $1
Class B-4 $554,000.00 6.250% $25,000 $1
Class B-5 $277,000.00 6.250% $25,000 $1
Class B-6 $415,877.62 6.250% $25,000 $1
</TABLE>
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(1) 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.
Accrued Certificate Interest: For any Distribution Date and each
interest-bearing Class, one month's interest accrued during the related Interest
Accrual Period at the applicable Pass-Through Rate on the applicable Class
Certificate Balance.
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
<PAGE>
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 April 27, 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.
<PAGE>
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.
Certificate: Any of the Bank of America Mortgage Securities, Inc.
Mortgage Pass-Through Certificates, Series 1999-3 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 1999-3." 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.
<PAGE>
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-PO, Class A-R,
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-PO and Class A-R
Certificates.
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 and any date of
determination, the Initial Class Certificate Balance of such Class 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 Class Certificate Balance previously allocated thereto
pursuant to Section 5.03(b).
Class Interest Shortfall: For any Distribution Date and each
interest-bearing Class, 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 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, 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 on such prior Distribution Dates
pursuant to clause (ii) of the definition of "Interest Distribution Amount".
Closing Date: April 27, 1999.
Code: The Internal Revenue Code of 1986, as amended.
Compensating Interest: As defined in Section 3.17.
<PAGE>
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).
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: April 1, 1999.
Cut-Off Date Pool Principal Balance: The aggregate of the Cut-Off Date
Principal Balances of the Mortgage Loans which is $276,619,045.51.
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
<PAGE>
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 6.250% per annum.
Distribution Date: The 25th day of each month beginning in May 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
<PAGE>
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 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.
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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: $100,000.00.
Initial Class Certificate Balance: As to each Class of Certificates,
the Class Certificate Balance set forth in the Preliminary Statement.
Initial Fraud Loss Amount: $2,766,190.46.
Initial Special Hazard Amount: $5,431,087.53.
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.
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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-PO Certificates), 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, 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.
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.
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.
<PAGE>
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.
<PAGE>
NMC Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase
Agreement, dated April 27, 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 6.250%. 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.
<PAGE>
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.
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 a REMIC
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 1.15%
Class B-2 0.80%
Class B-3 0.45%
Class B-4 0.25%
Class B-5 0.15%
Class B-6 0.00%
Original Subordinate Certificate Balance: $5,259,877.62.
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.
Pass-Through Rate: As to each Class of interest-bearing Certificates,
the per annum rate set forth in the Preliminary Statement.
Paying Agent: As defined in Section 9.13.
<PAGE>
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
<PAGE>
(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 the Trust Estate
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 and Class
A-R 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
<PAGE>
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.
<PAGE>
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.
<PAGE>
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. "The REMIC" means the REMIC constituted by the
Trust Estate.
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.
<PAGE>
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: The Class A-R 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.
<PAGE>
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
- --------------------------- -------------------
May 2004 through April 2005 30%
May 2005 through April 2006 35%
May 2006 through April 2007 40%
May 2007 through April 2008 45%
May 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
<PAGE>
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 6.250%
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
<PAGE>
(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.
<PAGE>
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 (which, in the
event the Subservicer is an affiliate of the Servicer, need not be in writing)
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.
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.
<PAGE>
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, 0.0040% per
annum.
Underwriting Guidelines: The underwriting guidelines of the Bank of
America, FSB or NationsBanc Mortgage Corporation, as applicable.
U.S. Person: A citizen or resident of the United States, a corporation
or partnership (unless, in the case of a partnership, Treasury Regulations are
adopted that provide otherwise), 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 whose income is subject to United States federal income tax regardless
of its source, 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 Holder of
the Residual Certificate, 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.
<PAGE>
(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 1999-3" (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;
<PAGE>
(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.
<PAGE>
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
<PAGE>
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.
<PAGE>
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
<PAGE>
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
<PAGE>
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.
<PAGE>
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
<PAGE>
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
<PAGE>
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 15-year fixed rate mortgage loans having an original
term to maturity of not more than 15 years, with interest payable in
arrears on the first day of the month. Each Mortgage Note
<PAGE>
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 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
<PAGE>
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
<PAGE>
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.
<PAGE>
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 REMIC. The Depositor
hereby designates the Classes of Class A Certificates (other than the Class A-R
Certificate) and the Classes of Class B Certificates as classes of "regular
interests" and the Class A-R Certificate as the single class of "residual
interest" in the REMIC for the purposes of Code Sections 860G(a)(1) and
860G(a)(2), respectively.
<PAGE>
Section 2.07 Designation of Start-up Day. The Closing Date is hereby
designated as the "start-up day" of the 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 REMIC is May 25, 2014.
Section 2.09 Execution and Delivery of Certificates. The Trustee has
executed and delivered to or upon the order of the Depositor, in exchange for
the Mortgage Loans together with all other assets included in the definition of
"Trust Estate," receipt of which is hereby acknowledged, Certificates in
authorized denominations which 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
<PAGE>
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
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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
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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.
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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.
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(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);
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(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
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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.
Section 3.09 Collection of Taxes, Assessments and Similar Items;
Escrow Accounts.
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(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 1999-3 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 and (iii) all amounts representing proceeds of
any Primary Insurance Policy. 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 or (xi) to clear and terminate the Escrow Account upon the
termination of this Agreement in accordance with Section 10.01. 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
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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 and 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;
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(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.
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
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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.
<PAGE>
(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
<PAGE>
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 alone or together with other subordinated mortgage
pass-through certificates. Such agreement shall be substantially in the form
attached hereto as Exhibit K or 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.
<PAGE>
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 the REMIC (as defined in
Section 860F of the Code) or cause the Trust Estate 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 the REMIC to the imposition of any federal, state or local income
taxes
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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 the Trust Estate 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.
<PAGE>
(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.
<PAGE>
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 Certificate Account (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 from the
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 and 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;
(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
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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;
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(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 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 will be applied first with respect to the amount payable pursuant to
clause (i) of the definition of "Interest Distribution Amount," and second with
respect to the amount payable pursuant to clause (ii) of such definition.
(b) 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:
(i) first, to the Class A-R Certificate, pro rata, until the Class
Certificate Balance thereof has been reduced to zero; and
(ii) second, to the Class A-1 Certificates, until the Class
Certificate Balance thereof has been reduced to zero.
(c) On each Distribution Date, Accrued Certificate Interest for each
Class of Certificates for such Distribution Date shall be reduced by such
Class's pro rata share, based on such Class's 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,
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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-PO
Certificates), pro rata, on the basis of their respective Class Certificate
Balances immediately prior to the related Distribution Date, until the
Class Certificate 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-PO Certificates), pro rata, on the basis of their respective
Class Certificate Balances immediately prior to the related Distribution
Date.
(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
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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-PO Certificates) based on the Class Certificate Balances
immediately prior to such Distribution Date.
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."
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, any Class Unpaid Interest
Shortfall included in such distribution and any remaining Class Unpaid
Interest Shortfall after giving effect to such distribution;
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(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 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
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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.
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
Holder of the Residual Certificate for quarterly notices on Schedule Q (Form
1066) (which information shall be forwarded to the Holder of the Residual
Certificate 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 the
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 the
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.
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Section 5.05 Tax Returns and Reports to Certificateholders.
(a) For federal income tax purposes, the REMIC shall 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 the 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 the 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 the 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 the 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 the 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 REMIC. By
their acceptance of the Class A-R Certificate, such Holder irrevocably appoints
the Trustee as its agent to perform all of the duties of the Tax Matters Person
for the 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
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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 Trust Estate as a REMIC and avoid
the imposition of tax on the REMIC. In particular:
(a) The Trustee shall not create, or permit the creation of, any
"interests" in the REMIC within the meaning of Code Section 860D(a)(2) other
than the interests represented by the Regular Certificates and the Residual
Certificate.
(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 the 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 the 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 the 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 the REMIC and will not
disqualify the Trust Estate 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.
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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-PO, A-R, 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 and Class A-R
Certificates) shall be available to investors in interests representing minimum
dollar Certificate Balances 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). The Class A-R Certificate shall be in a minimum denomination of $100.
The Senior Certificates (other than the Class A-R Certificate) 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
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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
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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.
<PAGE>
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.
<PAGE>
(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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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.
<PAGE>
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
<PAGE>
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:
<PAGE>
(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;
<PAGE>
(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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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.
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
Certificate, the amounts, if any, which remain on deposit in the Certificate
Account (other than the amounts retained to meet claims) after application
pursuant to clause (I) above.
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 a REMIC at any time that any Certificates
are outstanding:
<PAGE>
(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 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 REMIC.
(b) By their acceptance of the Residual Certificate, the Holder
thereof hereby agrees 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 Trust Estate as a REMIC at all times that any Certificates
are outstanding or to avoid or minimize the risk of the imposition of any tax on
the 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
<PAGE>
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 Trust Estate as a REMIC 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 Trust Estate as a REMIC.
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
Title: Vice President
NATIONSBANC MORTGAGE CORPORATION,
as Servicer
By: _____________________________________
Name: Robert J. Debenedet
Title: Vice President
BANK OF AMERICA, FSB,
as Servicer
By: _____________________________________
Name: Russell Thompson
Title: Vice President
THE BANK OF NEW YORK,
as Trustee
By: _____________________________________
Name: Kelly Sheahan
Title: Vice President
<PAGE>
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK)
On the 27th day of April, 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 27th day of April, 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 27th day of April, 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 27th day of April, 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 1999-3
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 1999-3
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: April 1, 1999
First Distribution Date: May 25, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $270,699,000.00
Pass-Through Rate: 6.250%
CUSIP No.: 060506
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 Initial Class Certificate Balance 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 April 27, 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 Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence
<PAGE>
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-PO
[FORM OF FACE OF CLASS A-PO CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-3
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 1999-3
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: April 1, 1999
First Distribution Date: May 25, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $660,067.00
CUSIP No.: 060506
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 Initial Class Certificate Balance 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 April 27, 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 Certificate
Balance of this Certificate at any time may be less than the 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
<PAGE>
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 April 27, 1999, at an issue price of
70.00000% 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 April 20, 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
30.00000000%; (ii) the annual yield to maturity of this Certificate, compounded
monthly, is approximately 8.21%; and (iii) the amount of OID allocable to the
short first accrual period (April 27, 1999 to May 25, 1999) as a percentage of
the initial principal balance of this Certificate, calculated using the exact
method, is approximately 0.44682867%.
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 1999-3
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 1999-3
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: April 1, 1999
First Distribution Date: May 25, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $100.00
Initial Class Certificate
Balance
of this Class: $100.00
Pass-Through Rate: 6.250%
CUSIP No.: 060506
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 April 27, 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 Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence
<PAGE>
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
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 this 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 this Class A-R
Certificate are expressly subject to the following provisions: (i) each Person
holding or acquiring this 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 this Class A-R Certificate unless such ownership interest is a pro
rata undivided interest; (iii) in connection with any proposed transfer of this
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 this Residual
Certificate to such proposed transferee shall be effected; (v) this Residual
Certificate may not be purchased by or transferred to any Person that is not a
U.S. Person, unless (A) such Person holds this 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 this Residual
Certificate will not be disregarded for federal income tax purposes; (vi) any
attempted or purported transfer of this 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 this 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 B-1
[FORM OF FACE OF CLASS B-1 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-3
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
<PAGE>
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 1999-3
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: April 1, 1999
First Distribution Date: May 25, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance
of this Class: $2,075,000.00
Pass-Through Rate: 6.250%
CUSIP No.: 060506
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 Initial Class Certificate Balance 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 April 27, 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 Certificate
Balance of this Certificate at any time
<PAGE>
may be less than the 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 1999-3
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
<PAGE>
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 1999-3
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: April 1, 1999
First Distribution Date: May 25, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance
of this Class: $969,000.00
Pass-Through Rate: 6.250%
CUSIP No.: 060506
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 Initial Class Certificate Balance 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 April 27, 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 Certificate
Balance of this Certificate at any time
<PAGE>
may be less than the 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-3
[FORM OF FACE OF CLASS B-3 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-3
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
<PAGE>
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 1999-3
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: April 1, 1999
First Distribution Date: May 25, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance
of this Class: $969,000.00
Pass-Through Rate: 6.250%
CUSIP No.: 060506
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 Initial Class Certificate Balance 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 April 27, 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 Certificate
Balance of this Certificate at any time
<PAGE>
may be less than the 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 April 27, 1999, and based on its issue
price of 93.85764%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus two days of interest at
the pass-through rate hereon), 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 April 20, 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 6.17708333%; (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 7.37%; and (iii) the amount of
OID allocable to the short first accrual period (April 27, 1999 to May 25, 1999)
as a percentage of the initial principal balance of this Certificate, calculated
using the exact method, is approximately 0.05198353%.
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 1999-3
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
<PAGE>
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 1999-3
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: April 1, 1999
First Distribution Date: May 25, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance
of this Class: $554,000.00
Pass-Through Rate: 6.250%
CUSIP No.: 060506
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 Initial Class Certificate Balance 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 April 27, 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 Certificate Balance of this Certificate at any time
may be less than the 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
<PAGE>
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 April 27, 1999, and based on its issue
price of 81.51389% including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus two days of interest at
the pass-through rate hereon), 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 April 20, 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 18.52083333%; (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 9.97%; and (iii) the amount of
OID allocable to the short first accrual period (April 27, 1999 to May 25, 1999)
as a percentage of the initial principal balance of this Certificate, calculated
using the exact method, is approximately 0.14557863%.
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 1999-3
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
<PAGE>
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 1999-3
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: April 1, 1999
First Distribution Date: May 25, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance
of this Class: $277,000.00
Pass-Through Rate: 6.250%
CUSIP No.: 060506
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 Initial Class Certificate Balance 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 April 27, 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 Certificate
Balance of this Certificate at any time
<PAGE>
may be less than the 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 April 27, 1999, and based on its issue
price of 70.32639%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus two days of interest at
the pass-through rate hereon), 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 April 20, 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 29.70833333%; (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 12.87%; and (iii) the amount
of OID allocable to the short first accrual period (April 27, 1999 to May 25,
1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.21735393%.
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 1999-3
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
<PAGE>
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 1999-3
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: April 1, 1999
First Distribution Date: May 25, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance
of this Class: $415,877.62
Pass-Through Rate: 6.250%
CUSIP No.: 060506
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 Initial Class Certificate Balance 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 April 27, 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 Certificate
Balance of this Certificate at any time
<PAGE>
may be less than the 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 April 27, 1999, and based on its issue
price of 24.45139%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus two days of interest at
the pass-through rate hereon), 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 April 20, 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 75.58333333%; (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 43.23%; and (iii) the amount
of OID allocable to the short first accrual period (April 27, 1999 to May 25,
1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.33506173%.
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.
<PAGE>
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
<PAGE>
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
BANK OF AMERICA MORTGAGE SECURITIES INC., SERIES 1999-3
BA,FSB - 15Yr Fixed
<TABLE>
<CAPTION>
LOAN# ADDRESS CITY ST ZIP OCC PROP TERM LTV RATE FIRSTPAYDT MAT DT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
5000001262 21931 ANDOVER ROAD KILDEER IL 60047 Primary SFR 180 73.9 6.75 4/1/99 3/1/14
5000002674 3 ESSEX CT HAWTHORN WO IL 60047 Primary SFR 180 69.1 6.75 4/1/99 3/1/14
5000002807 2101 KEIM DR NAPERVILLE IL 60565 Primary SFR 180 57.0 6.75 5/1/99 4/1/14
5000002997 510 DEVON DR BURR RIDGE IL 60521 Primary SFR 180 61.5 6.875 4/1/99 3/1/14
5000003565 711 ARGYLE AVE FLOSSMOOR IL 60422 Primary SFR 180 62.7 6.875 4/1/99 3/1/14
5000005768 113 OLD BELDEN HILL RD WILTON CT 6897 Primary SFR 180 59.0 6.875 5/1/99 4/1/14
5000012129 22 MARKS RD RIVERSIDE ( CT 6878 Primary SFR 180 32.8 6.875 5/1/99 4/1/14
5000012897 140 ASHFORD RD LONGMEADOW MA 1106 Primary SFR 180 72.2 6.875 5/1/99 4/1/14
5000016450 59 COTTAGE ST WELLESLEY MA 2181 Primary Townhouse 180 57.4 6.75 4/1/99 3/1/14
5000016468 40 BEAVER ROAD WESTON MA 2493 Primary SFR 180 54.2 6.75 5/1/99 4/1/14
5000022565 68 PHILLIPS AVE ROCKPORT MA 1966 Primary SFR 180 68.5 6.375 4/1/99 3/1/14
5000022573 21 IVY LANE SHERBORN MA 1770 Primary SFR 144 61.9 6.875 4/1/99 3/1/11
5000027143 11712 AMKIN DR CLIFTON VA 22024 Primary PUD 180 73.2 6.5 4/1/99 3/1/14
5000027523 1699 FRIAR TUCK RD ATLANTA GA 30309 Primary PUD 180 74.6 6.75 4/1/99 3/1/14
5000034990 5206 TULIP LEAF CT CENTREVILLE VA 20121 Primary PUD 180 83.9 6.875 4/1/99 3/1/14
5000035708 2100 FRIAR COURT WALL TWP NJ 7719 Primary SFR 180 73.9 6.5 4/1/99 3/1/14
5000035872 101 SOUND CT NORTHPORT NY 11768 Primary SFR 180 63.3 6.5 5/1/99 4/1/14
5000036540 7274 ALGONQUIN DR CINCINNATI OH 45243 Primary SFR 180 71.0 6.625 4/1/99 3/1/14
5000038348 755 WADDINGTON ROAD BLOOMFIELD MI 48301 Primary SFR 180 34.8 6.5 5/1/99 4/1/14
5000040104 4740 HILLTOP LANE CINCINNATI OH 45243 Primary SFR 180 51.1 6.75 4/1/99 3/1/14
5000040484 1621 CLAUDIA WAY NORTH WALES PA 19454 Primary SFR 180 58.3 6.75 4/1/99 3/1/14
5000041300 4768 SQUIRREL HILL TROY MI 48098 Primary SFR 180 57.3 6.75 4/1/99 3/1/14
5000041318 6634 WYNDWATCH DR CINCINNATI OH 45230 Primary SFR 180 67.5 6.5 4/1/99 3/1/14
5000041342 6881 GLENGARRY AVE CANTON OH 44718 Primary PUD 180 66.0 7 5/1/99 4/1/14
5000042209 614 SUNRISE WAY NESHANIC ST NJ 8853 Primary SFR 180 80.0 6.625 4/1/99 3/1/14
5000069699 304 MT. LOWE DR BAKERSFIELD CA 93309 Primary SFR 180 80.0 6.625 5/1/99 4/1/14
5000092618 45 ST. TROPEZ CT DANVILLE CA 94506 Primary PUD 180 61.5 6.875 4/1/99 3/1/14
5000093046 275 APRICOT LANE MOUNTAIN VI CA 94040 Primary SFR 180 53.4 6.75 5/1/99 4/1/14
5000093475 2550 VALLEJO ST SAN FRANCIS CA 94123 Primary SFR 180 25.0 6.75 5/1/99 4/1/14
5000094101 412 SILVER HOLLOW DR WALNUT CREE CA 94598 Primary PUD 180 69.1 6.875 4/1/99 3/1/14
5000094416 294 ORCHARD RD ORINDA CA 94563 Primary SFR 180 52.7 7 4/1/99 3/1/14
5000094945 2131 CAMINO A LOS CERROS MENLO PARK CA 94025 Primary SFR 180 45.5 6.75 5/1/99 4/1/14
5000102334 121 DIABLO VIEW DR ORINDA CA 94563 Primary SFR 180 53.1 6.75 4/1/99 3/1/14
5000102482 1042 OXFORD ST BERKELEY CA 94701 Primary SFR 180 64.4 6.875 4/1/99 3/1/14
5000140904 10804 BAYLARK AVE LAS VEGAS NV 89134 Primary PUD 180 75.2 6.875 5/1/99 4/1/14
5000178805 12471 BARLEY HILL RD LOS ALTOS CA 94024 Primary SFR 180 54.2 6.75 5/1/99 4/1/14
5000182229 525 LOCH LOMOND CT SUNNYVALE CA 94087 Primary SFR 180 47.1 7 5/1/99 4/1/14
5000228063 12038 DEWEY ST LOS ANGELES CA 90066 Primary SFR 180 75.0 6.75 4/1/99 3/1/14
5000259522 1289 WASHO DR FREMONT CA 94539 Primary SFR 180 69.2 6.875 4/1/99 3/1/14
5000264498 3109 SUNSET TERRACE SAN MATEO CA 94403 Primary SFR 180 60.0 7 5/1/99 4/1/14
5000265925 12457 BEAUCHAMPS LANE SARATOGA CA 95070 Primary SFR 180 36.5 6.875 4/1/99 3/1/14
5000278779 85 HEATHER LANE INVERNESS CA 94937 Secondary SFR 180 80.0 6.875 4/1/99 3/1/14
5000279330 125 WHITETHORNE DR MORAGA CA 94556 Primary SFR 180 58.1 7 5/1/99 4/1/14
5000284793 1059 MONTE VERDE DR ARCADIA CA 91006 Primary SFR 180 78.1 6.75 5/1/99 4/1/14
5000287531 140 W 24TH ST UPLAND CA 91784 Primary SFR 180 60.0 6.5 4/1/99 3/1/14
5000288406 1304 COUNTRY VIEW DR MODESTO CA 95356 Primary SFR 180 77.2 6.875 4/1/99 3/1/14
5000311190 1731 LA COLINA DR SANTA ANA A CA 92705 Primary SFR 180 80.0 6.5 5/1/99 4/1/14
5000311356 7624 CARMENITA LANE LOS ANGELES CA 91304 Primary PUD 180 53.1 6.5 5/1/99 4/1/14
5000347822 499 SANTA ANITA CT SIERRA MADR CA 91024 Primary SFR 180 75.0 6.375 4/1/99 3/1/14
5000347939 14 ASHFORD IRVINE CA 92618 Primary PUD 180 80.0 6.625 5/1/99 4/1/14
5000365188 94 DUDLEY TOWN ROAD CORNWALL CT 6753 Primary SFR 180 85.6 6.5 4/1/99 3/1/14
5000400563 680 PILGRIM DR FOSTER CITY CA 94404 Primary SFR 180 70.3 6.625 4/1/99 3/1/14
5000400704 1309 RIMROCK DR SAN JOSE CA 95120 Primary SFR 180 48.8 6.75 4/1/99 3/1/14
5000401249 4788 SONGBIRD CHICO CA 95973 Primary SFR 180 59.0 6.75 5/1/99 4/1/14
5000401264 10110 PHAR LAP DR CUPERTINO CA 95014 Primary SFR 180 44.8 6.875 4/1/99 3/1/14
5000401876 1401 RIFLE RANGE RD EL CERRITO CA 94530 Primary SFR 180 47.9 6.875 4/1/99 3/1/14
5000402593 1348 COUNTRY CLUB DR LOS ALTOS CA 94024 Primary SFR 180 33.8 6.75 4/1/99 3/1/14
5000402742 1445 MEADOW LANE MOUNTAIN VI CA 94040 Primary SFR 180 47.6 6.75 4/1/99 3/1/14
5000402916 3030 BENVENUE AVE BERKELEY CA 94705 Primary SFR 180 52.9 6.5 4/1/99 3/1/14
5000403070 12280 SARAGLEN DR SARATOGA CA 95070 Primary SFR 180 56.0 6.75 4/1/99 3/1/14
5000404870 1220 EDGEHILL DR BURLINGAME CA 94010 Primary SFR 180 80.0 6.875 4/1/99 3/1/14
5000406404 155 CLIPPER ST SAN FRANCIS CA 94114 Primary SFR 180 74.8 6.875 4/1/99 3/1/14
5000406511 88 COYOTE PL SAN RAMON CA 94583 Primary PUD 180 57.2 6.5 4/1/99 3/1/14
5000406602 1601 CHRISTINA DR LOS ALTOS CA 94024 Primary SFR 180 46.9 6.875 4/1/99 3/1/14
5000406651 911 TRES PALMAS MARTINEZ CA 94553 Primary PUD 180 77.2 6.75 4/1/99 3/1/14
5000406867 5950 LAUREL CREEK DR PLEASANTON CA 94588 Primary PUD 180 75.4 6.875 4/1/99 3/1/14
5000407006 448 HOBART AVE SAN MATEO CA 94402 Primary SFR 180 36.8 6.875 4/1/99 3/1/14
5000407949 38 ELENA AVE ATHERTON CA 94027 Primary SFR 180 25.0 6.75 4/1/99 3/1/14
5000408756 816 ALDEN LANE LIVERMORE CA 94550 Primary SFR 180 74.6 6.875 4/1/99 3/1/14
5000408830 721 QUINTARA ST SAN FRANCIS CA 94116 Primary SFR 180 79.6 6.5 4/1/99 3/1/14
5000409150 897 ALTOS OAKS DR LOS ALTOS CA 94024 Primary SFR 180 53.3 6.75 4/1/99 3/1/14
5000409275 801 SEQUOIA AVE MILLBRAE CA 94030 Primary SFR 180 59.1 6.5 5/1/99 4/1/14
5000409283 120 ENCINAL AVE ATHERTON CA 94027 Primary SFR 180 31.9 6.875 4/1/99 3/1/14
5000409937 794 AUGUSTA DR MORAGA CA 94556 Primary PUD 180 46.6 6.75 4/1/99 3/1/14
5000410034 24932 NORMAN'S WAY CALABASAS CA 91302 Primary PUD 180 57.9 6.625 4/1/99 3/1/14
5000410828 1080 N KENTER AVE LOS ANGELES CA 90049 Primary SFR 180 62.4 6.75 4/1/99 3/1/14
5000410869 27860 MOUNT RAINIER WAY YORBA LINDA CA 92887 Primary SFR 180 68.4 6.875 4/1/99 3/1/14
5000411776 31 ABETO IRVINE CA 92620 Primary PUD 180 75.0 6.875 5/1/99 4/1/14
5000411875 29301 BLUEWATER RD MALIBU CA 90265 Primary SFR 180 35.4 6.5 5/1/99 4/1/14
5000416932 16958 DULCE YNEZ LANE LOS ANGELES CA 90272 Primary SFR 180 47.0 6.625 4/1/99 3/1/14
5000417690 1157 ROSEHILL CT ESCONDIDO CA 92025 Primary SFR 180 56.0 6.875 4/1/99 3/1/14
5000418789 145 S CANON DR UNIT 303 BEVERLY HIL CA 90212 Primary Condo 180 61.5 6.75 4/1/99 3/1/14
5000421676 1713 WILLOWHAVEN RD ENCINITAS CA 92024 Primary PUD 180 72.8 6.75 4/1/99 3/1/14
5000447721 2200 CAROLINA WAY ROSWELL NM 88201 Primary SFR 180 67.0 6.625 4/1/99 3/1/14
5000447788 8205 TURTLE CREEK CIRCLE LAS VEGAS NV 89113 Primary PUD 180 80.0 6.5 5/1/99 4/1/14
5000448232 4309 N 66TH ST SCOTTSDALE AZ 85251 Primary SFR 180 72.6 6.375 4/1/99 3/1/14
5000448497 3266 STONE VALLEY RD ALAMO CA 94507 Primary PUD 180 79.8 6.25 5/1/99 4/1/14
5000449784 6332 E FANFOL DR PARADISE VA AZ 85253 Primary SFR 180 69.4 6.375 5/1/99 4/1/14
5000456276 2630 208TH AVE SE ISSAQUAH WA 98029 Primary PUD 180 70.1 6.75 4/1/99 3/1/14
5000457332 16112 95TH AVE SE SNOHOMISH WA 98296 Primary SFR 180 75.0 6.5 5/1/99 4/1/14
5000465400 2104 PEREGRINE CT WEST LINN OR 97068 Primary SFR 180 69.8 6.5 4/1/99 3/1/14
5000465830 3399 E STONE MOUNTAIN LAN SANDY UT 84092 Primary SFR 180 71.3 6.875 3/1/99 2/1/14
5000476951 5917 BROADMEADE DRIVE PLANO TX 75093 Primary SFR 180 79.0 6.375 4/1/99 3/1/14
5000477025 FM 3496 GAINESVILLE TX 76240 Primary SFR 180 67.3 6.5 5/1/99 4/1/14
5000478114 2995 LAKESIDE DRIVE HIGHLAND VI TX 75067 Primary SFR 180 63.6 6.625 4/1/99 3/1/14
5000479963 11730 RIVER VIEW DRIVE HOUSTON TX 77077 Primary SFR 180 74.7 6.625 4/1/99 3/1/14
5000480532 2912 MASTERS CIRCLE PLANO TX 75093 Primary SFR 180 56.9 6.875 4/1/99 3/1/14
5000480805 5508 SUMMERHILL LANE TEMPLE TX 76502 Primary SFR 180 69.9 6.375 4/1/99 3/1/14
5000482082 6416 WESTCHESTER AVE. HOUSTON TX 77005 Primary SFR 180 62.6 6.625 4/1/99 3/1/14
5000485283 214 KAOKOA WAY HAIKU HI 96708 Primary SFR 180 77.4 6.5 4/1/99 3/1/14
5000495662 20533 LEXINGTON LANE KILDEER IL 60047 Primary SFR 180 70.0 6.75 5/1/99 4/1/14
5000495670 20685 LONG MEADOW DR KILDEER IL 60047 Primary SFR 180 75.0 6.75 5/1/99 4/1/14
64774741 930 BURRELL ST LOS ANGELES CA 90292 Primary SFR 180 32.0 6.875 4/1/99 3/1/14
65033566 23 SUNSHINE AVE RIVERSIDE(G CT 6878 Primary SFR 180 54.5 6.875 3/1/99 2/1/14
65071115 22706 SWEET MEADOW MISSION VIE CA 92692 Primary PUD 180 74.8 6.5 11/1/98 10/1/13
65224922 321 PLEASANT SUMMIT DR HENDERSON NV 89012 Primary PUD 180 90.0 7 4/1/99 3/1/14
65353030 1 DARTMOUTH NEWPORT BEA CA 92660 Primary PUD 180 80.0 6.5 4/1/99 3/1/14
65416261 3233 OLU ST HONOLULU HI 96816 Primary SFR 180 72.0 5.875 3/1/99 2/1/14
65482301 4905 CRUDEN BAY CT SAN JOSE CA 95138 Primary PUD 180 26.1 6.875 3/1/99 2/1/14
65578554 8820 NOTTINGHAM PL SAN DIEGO ( CA 92037 Primary SFR 180 75.0 7 10/1/98 9/1/13
65618751 31162 HOLLY DR LAGUNA BEAC CA 92651 Primary SFR 180 28.8 6.625 4/1/99 3/1/14
65709225 4480 COMMERCE RD ORCHARD LAK MI 48324 Primary SFR 180 44.6 6.5 3/1/99 2/1/14
65722957 435 SUSAN LANE DEERFIELD IL 60015 Primary SFR 180 89.8 7 3/1/99 2/1/14
65745710 34857 DOHENY PL CAPISTRANO CA 92624 Primary SFR 180 33.7 6.5 3/1/99 2/1/14
65747623 5801 MANTON AVE WOODLAND HI CA 91367 Primary SFR 180 67.2 6.375 4/1/99 3/1/14
65811071 3637 TWIN LAKE RIDGE WESTLAKE VI CA 91361 Primary PUD 180 44.3 6.875 3/1/99 2/1/14
65811186 6 TRAPANI LAGUNA NIGU CA 92677 Primary PUD 180 51.8 6.875 3/1/99 2/1/14
65812140 12727 ALCONBURY ST CERRITOS CA 90701 Primary PUD 180 56.0 6.875 3/1/99 2/1/14
65824555 220 S GORE AVE ST. LOUIS MO 63119 Primary SFR 180 61.4 6.75 4/1/99 3/1/14
65854799 140 CANONWOOD DR GLENDALE CA 91207 Primary SFR 180 57.1 6.625 3/1/99 2/1/14
65866151 25151 EXMOOR MISSION VIE CA 92692 Primary PUD 180 63.2 6.25 3/1/99 2/1/14
65903358 1772 MORGAN LANE UPPER PROVI PA 19426 Primary SFR 180 75.0 6.75 4/1/99 3/1/14
65918142 46 LYNCH ST SAN FRANCIS CA 94109 Primary SFR 180 64.4 6.125 3/1/99 2/1/14
65950160 2528 CLIFF DR NEWPORT BEA CA 92663 Primary SFR 180 58.3 6.875 3/1/99 2/1/14
65950542 25512 SPOTTED PONY LANE LAGUNA HILL CA 92653 Primary PUD 180 69.2 6.375 4/1/99 3/1/14
65950844 671 MESA GRANDE DR PALM DESERT CA 92211 Secondary PUD 180 80.0 6.5 4/1/99 3/1/14
65950941 3805 VISTA AZUL SAN CLEMENT CA 92672 Primary PUD 180 66.7 7 4/1/99 3/1/14
65967585 41 LESSAY NEWPORT COA CA 92657 Primary Condo 180 73.2 6.875 3/1/99 2/1/14
65975278 9832 BADEN AVE LA(CHATSWOR CA 91311 Primary SFR 180 55.6 7 3/1/99 2/1/14
66040183 657 MATSONIA DR FOSTER CITY CA 94404 Primary SFR 180 37.7 6.5 3/1/99 2/1/14
66051576 1310 QUAIL CREEK CIRCLE SAN JOSE CA 95120 Primary SFR 180 58.3 6.875 5/1/99 4/1/14
66123046 5 STONE HARBOR ALAMEDA CA 94502 Primary PUD 180 61.5 6.75 4/1/99 3/1/14
66136296 5758 LAYTON ST RANCHO CUCA CA 91737 Primary SFR 180 75.4 6.875 3/1/99 2/1/14
66152313 7015 WINDHAM PARKWAY PROSPECT KY 40059 Primary SFR 180 73.4 6.75 3/1/99 2/1/14
66157820 22 SILVER SPRING CT EAST HANOVE NJ 7936 Primary SFR 180 75.0 6.875 3/1/99 2/1/14
66161754 4 ACORN CT NOVATO CA 94949 Primary SFR 180 43.1 6.625 3/1/99 2/1/14
66164354 3 MEADOWOOD DR LARKSPUR CA 94939 Primary SFR 180 61.5 6.75 3/1/99 2/1/14
66165547 3535 MALIBU COUNTRY DR MALIBU CA 90265 Primary SFR 180 65.4 6.875 3/1/99 2/1/14
66178673 11357 BALLANTYNE CRSSNG A CHARLOTTE NC 28277 Primary PUD 180 43.4 5.875 4/1/99 3/1/14
66206081 17 ELMWOOD RD MARBLEHEAD MA 1945 Primary SFR 180 70.5 7 4/1/99 3/1/14
66209501 3 OAK KNOLL CAPE ELIZAB ME 4107 Primary SFR 180 66.1 7 4/1/99 3/1/14
66210160 10 EDGEHILL RD HOPKINTON MA 1748 Primary SFR 180 69.3 7 3/1/99 2/1/14
66210178 3219 BRYN MAWR DR UNIVERSITY TX 75225 Primary SFR 180 57.0 6.875 3/1/99 2/1/14
66210381 467 SAGAMORE ST HAMILTON MA 1936 Primary SFR 180 63.8 6.875 4/1/99 3/1/14
66280354 4917 N SCENIC VIEW LANE TACOMA WA 98407 Primary SFR 180 88.9 6.5 4/1/99 3/1/14
66297729 13103 MOZART WAY CERRITOS CA 90703 Primary PUD 180 63.4 6.875 4/1/99 3/1/14
66300037 4231 FAIR AVE STUDIO CITY CA 91602 Primary SFR 180 51.1 6.625 3/1/99 2/1/14
66318386 13058 MOZART WAY CERRITOS CA 90703 Primary PUD 180 66.0 6.875 3/1/99 2/1/14
66319331 5410 HALISON ST TORRANCE CA 90503 Primary SFR 180 63.8 6.625 4/1/99 3/1/14
66319765 23 HIDDEN CREEK AKA 23 IRVINE CA 92620 Primary PUD 180 55.0 6.875 3/1/99 2/1/14
66341418 3602 MARONEAL STREET HOUSTON TX 77025 Primary SFR 180 56.6 6.625 4/1/99 3/1/14
66345731 1225 ARCHLEY DRIVE HOUSTON TX 77055 Primary SFR 180 51.4 6.625 3/1/99 2/1/14
66346711 2833 PARK BRIDGE CT DALLAS TX 75219 Primary PUD 180 62.6 6.375 3/1/99 2/1/14
66380014 340 CORRALITOS ROAD WATSONVILLE CA 95076 Primary SFR 180 48.0 6.625 4/1/99 3/1/14
66389127 9984 DILLWOOD ROAD OAKDALE CA 95361 Primary SFR 180 69.0 6.75 3/1/99 2/1/14
66412056 36 SARATOGA CREEK LANE LANGLEY WA 98260 Secondary SFR 180 74.7 7 3/1/99 2/1/14
66412072 18921 OLYMPIC VIEW DR EDMONDS WA 98020 Primary SFR 180 66.3 7 3/1/99 2/1/14
66412129 7118 NE 118TH ST KIRKLAND WA 98034 Primary SFR 180 73.3 6.5 3/1/99 2/1/14
66444993 8510 WARREN DRIVE NW GIG HARBOR WA 98335 Primary SFR 180 48.0 6.125 5/1/99 4/1/14
66504368 7119 KENTWOOD AVE LOS ANGELES CA 90045 Primary SFR 180 63.3 6.75 3/1/99 2/1/14
66505003 38937 ALTURA ST FREMONT CA 94536 Primary SFR 180 59.7 6.625 3/1/99 2/1/14
66536596 17360 HIGHGRADE LANE SONORA CA 95370 Primary SFR 180 90.0 6.5 3/1/99 2/1/14
66585261 1509 ZACHARY CT BREA CA 92821 Primary SFR 180 90.0 6.375 3/1/99 2/1/14
66586810 9814 PANGBORN AVE DOWNEY CA 90240 Primary SFR 180 79.4 6.75 3/1/99 2/1/14
66593352 11714 MARINE VIEW DR MARYSVILLE WA 98271 Primary SFR 180 67.7 6.75 4/1/99 3/1/14
66594545 146 SLATER STREET S KIRKLAND WA 98033 Primary SFR 180 80.0 6.25 4/1/99 3/1/14
66594588 11000 WACHUSETT ROAD WOODWAY WA 98020 Primary SFR 180 31.1 6.75 4/1/99 3/1/14
66598443 2287 LAMBERT DR PASADENA CA 91107 Primary SFR 180 78.0 6.5 4/1/99 3/1/14
66615631 4056 MANSION DRIVE NW WASHINGTON DC 20007 Primary PUD 180 54.7 6.875 3/1/99 2/1/14
66616077 321 EL MOLINO WAY SAN JOSE CA 95119 Primary SFR 180 66.3 6.625 4/1/99 3/1/14
66616522 2403 NW BIRKENDENE ST PORTLAND OR 97229 Primary PUD 180 80.0 6.625 4/1/99 3/1/14
66619556 18573 DORAL WAY LOS ANGELES CA 91356 Primary PUD 180 65.9 6.375 3/1/99 2/1/14
66620881 3606 E MARLETTE AVE PARADISE VA AZ 85253 Primary SFR 180 25.8 6.875 3/1/99 2/1/14
66621984 43880 CALLE COLINA TEMECULA AR CA 92590 Primary PUD 180 53.3 6.875 3/1/99 2/1/14
66629161 15849 FETLOCK LANE CHINO HILLS CA 91709 Primary PUD 180 66.2 7 3/1/99 2/1/14
66629322 7608 SCHOOL HOUSE LANE ROSEVILLE CA 95747 Primary PUD 180 79.4 6.875 3/1/99 2/1/14
66640865 1650 JACKSON ST #902 SAN FRANCIS CA 94109 Primary Condo 180 60.9 6.25 3/1/99 2/1/14
66651531 53 WATERSIDE CIRCLE REDWOOD CIT CA 94065 Primary PUD 180 80.0 6.125 4/1/99 3/1/14
66653363 619 WINDSWEPT PL SIMI VALLEY CA 93065 Primary PUD 180 72.9 6.625 4/1/99 3/1/14
66657873 1201 ESTELLE LANE NEWPORT BEA CA 92660 Primary SFR 180 80.0 6.875 4/1/99 3/1/14
66661307 26950 ABBEY GLEN DR YORBA LINDA CA 92887 Primary SFR 180 79.5 6.875 3/1/99 2/1/14
66662371 37765 AVENIDA LA CRESTA MURRIETA CA 92562 Primary PUD 180 64.8 7 3/1/99 2/1/14
66664233 16551 ZUMAQUE ST RANCHO SANT CA 92067 Primary SFR 180 60.0 6.875 3/1/99 2/1/14
66664501 7760 EADS AVE #2 SAN DIEGO ( CA 92037 Primary Condo 180 80.0 6.875 5/1/99 4/1/14
66665451 5 SANDPIPER STRAND CORONADO CA 92118 Primary PUD 180 28.9 6.75 3/1/99 2/1/14
66667097 36026 RAVELLO COURT MURRIETA CA 92562 Primary SFR 180 90.0 6.625 4/1/99 3/1/14
66668093 79-160 JACK RABBIT TRAIL LA QUINTA CA 92253 Secondary PUD 180 80.0 6.875 3/1/99 2/1/14
66673399 41910 JONES DR PALM DESERT CA 92211 Secondary PUD 180 80.0 7 4/1/99 3/1/14
66728029 21526 PARVIN DR SANTA CLARI CA 91350 Primary PUD 180 77.8 6.75 4/1/99 3/1/14
66738512 174 CHARTERHOUSE CT POWELL OH 43065 Primary SFR 180 77.5 6.75 4/1/99 3/1/14
66738521 5758 HADDINGTON DR 1214 DUBLIN OH 43017 Primary PUD 180 80.0 6.625 4/1/99 3/1/14
66740037 5550 TRAIL SIDE DR YORBA LINDA CA 92887 Primary SFR 180 62.0 7 3/1/99 2/1/14
66747902 1404 WINESAP DR WALL TOWNSH NJ 8736 Primary SFR 180 80.0 7 3/1/99 2/1/14
66830796 27660 RED ROCK RD LOS ALTOS CA 94022 Primary SFR 180 49.8 7 3/1/99 2/1/14
66841275 420 LOWER VINTNERS CIRCL FREMONT CA 94539 Primary SFR 180 43.8 6.875 4/1/99 3/1/14
66842697 2120 ADELINE DR BURLINGAME CA 94010 Primary SFR 180 53.1 6.875 4/1/99 3/1/14
66842999 12764 RODONI CT SARATOGA CA 95070 Primary SFR 180 38.2 6.875 3/1/99 2/1/14
66928044 30991 VIA BRAVO SAN JUAN CA CA 92675 Primary PUD 180 80.0 6.75 3/1/99 2/1/14
66930014 4300 MUGUET CT MODESTO CA 95356 Primary PUD 180 71.8 6.875 4/1/99 3/1/14
66938546 906 S MORGAN CHICAGO IL 60607 Primary Townhouse 180 77.1 6.875 4/1/99 3/1/14
</TABLE>
<TABLE>
<CAPTION>
LOAN# PANDI SCHPTD ORIG BAL ACT BALANCE SCH BALANCE PURP DOC APPRAISAL RTRM CLTV
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
5000001262 3805.12 4/1/99 430000 428613.63 428613.63 R/T REFI FULL 582000 179 73.7
5000002674 2367.14 4/1/99 267500 267500 266637.55 R/T REFI RAPD 387000 179 69.1
5000002807 2345.02 4/1/99 265000 265000 265000 C/O REFI RAPD 465000 180 57.0
5000002997 3397.97 4/1/99 381000 379784.84 379784.84 R/T REFI FULL 620000 179 61.3
5000003565 2515.03 4/1/99 282000 281100.6 281100.6 R/T REFI FULL 450000 179 62.5
5000005768 3522.83 4/1/99 395000 395000 395000 R/T REFI FULL 670000 180 59.0
5000012129 5707.87 4/1/99 640000 640000 640000 R/T REFI RAPD 1950000 180 32.8
5000012897 5636.52 4/1/99 632000 632000 632000 R/T REFI RAPD 875000 180 72.2
5000016450 3805.12 4/1/99 430000 428613.63 428613.63 R/T REFI RAPD 749000 179 57.2
5000016468 5751.92 4/1/99 650000 650000 650000 R/T REFI RAPD 1200000 180 54.2
5000022565 2722.39 4/1/99 315000 313951.05 313951.05 R/T REFI RAPD 460000 179 68.3
5000022573 3223.56 4/1/99 315500 313770.63 313770.63 R/T REFI RAPD 510000 143 61.6
5000027143 2613.33 4/1/99 300000 299011.67 299011.67 R/T REFI RAPD 410000 179 73.0
5000027523 4424.55 4/1/99 500000 500000 498387.95 C/O REFI RAPD 670000 179 74.6
5000034990 2497.2 4/1/99 280000 279106.97 279106.97 PURCH FULL 343000 179 83.6
5000035708 2961.77 4/1/99 340000 340000 338879.9 R/T REFI RAPD 460000 179 73.9
5000035872 2482.66 4/1/99 285000 285000 285000 R/T REFI FULL 450000 180 63.3
5000036540 4363.63 4/1/99 497000 497000 495380.22 R/T REFI RAPD 700000 179 71.0
5000038348 2423.43 4/1/99 278200 278200 278200 R/T REFI RAPD 800000 180 34.8
5000040104 3167.98 4/1/99 358000 358000 356845.77 R/T REFI FULL 725000 179 51.1
5000040484 2477.75 4/1/99 280000 279097.25 279097.25 PURCH RAPD 504000 179 58.1
5000041300 2433.51 4/1/99 275000 275000 274113.37 R/T REFI RAPD 480000 179 57.3
5000041318 2369.42 4/1/99 272000 272000 271103.91 R/T REFI RAPD 403000 179 67.5
5000041342 3379.6 4/1/99 376000 376000 376000 R/T REFI RAPD 570000 180 66.0
5000042209 2704.23 4/1/99 308000 308000 306996.19 R/T REFI RAPD 385000 179 80.0
5000069699 3722.7 4/1/99 424000 424000 424000 PURCH FULL 530000 180 80.0
5000092618 2577.46 4/1/99 289000 289000 288078.27 R/T REFI RAPD 470000 179 61.5
5000093046 3451.15 4/1/99 390000 390000 390000 R/T REFI RAPD 730000 180 53.4
5000093475 5751.92 4/1/99 650000 650000 650000 R/T REFI FULL 2600000 180 25.0
5000094101 5797.06 4/1/99 650000 650000 647926.9 R/T REFI FULL 940000 179 69.1
5000094416 3550.38 4/1/99 395000 395000 393753.79 C/O REFI RAPD 750000 179 52.7
5000094945 3222.4 4/1/99 364150 364150 364150 R/T REFI RAPD 800000 180 45.5
5000102334 5751.92 4/1/99 650000 650000 647904.33 C/O REFI FULL 1225000 179 53.1
5000102482 2586.38 4/1/99 290000 290000 289075.08 R/T REFI FULL 450000 179 64.4
5000140904 2675.57 4/1/99 300000 300000 300000 PURCH RAPD 400000 180 75.2
5000178805 5751.92 4/1/99 650000 650000 650000 R/T REFI RAPD 1200000 180 54.2
5000182229 2966.14 4/1/99 330000 330000 330000 R/T REFI RAPD 700000 180 47.1
5000228063 2654.73 4/1/99 300000 300000 299032.77 C/O REFI RAPD 400000 179 75.0
5000259522 5217.35 4/1/99 585000 585000 583134.21 R/T REFI RAPD 845000 179 69.2
5000264498 3100.96 4/1/99 345000 345000 345000 C/O REFI FULL 575000 180 60.0
5000265925 5529.5 4/1/99 620000 620000 618022.58 R/T REFI FULL 1700000 179 36.5
5000278779 3538.7 4/1/99 396780 396780 395514.52 PURCH FULL 496000 179 80.0
5000279330 2507.74 4/1/99 279000 279000 279000 R/T REFI FULL 480000 180 58.1
5000284793 3212.23 4/1/99 363000 363000 363000 R/T REFI RAPD 465000 180 78.1
5000287531 5226.65 4/1/99 600000 598023.35 598023.35 R/T REFI RAPD 1000000 179 59.8
5000288406 3567.42 4/1/99 400000 400000 398724.25 PURCH RAPD 518000 179 77.2
5000311190 3045.4 4/1/99 349600 349600 349600 PURCH RAPD 445000 180 80.0
5000311356 3310.21 4/1/99 380000 380000 380000 R/T REFI FULL 715000 180 53.1
5000347822 2463.12 4/1/99 285000 285000 284050.94 R/T REFI RAPD 380000 179 75.0
5000347939 2949.19 4/1/99 335900 335900 335900 PURCH RAPD 420000 180 80.0
5000365188 2386.84 4/1/99 274000 274000 273097.33 R/T REFI RAPD 320000 179 85.6
5000400563 2809.59 4/1/99 320000 318957.08 318957.08 R/T REFI RAPD 455000 179 70.1
5000400704 2743.22 4/1/99 310000 310000 309000.53 R/T REFI RAPD 635000 179 48.8
5000401249 2610.49 4/1/99 295000 295000 295000 R/T REFI RAPD 500000 180 59.0
5000401264 2497.2 4/1/99 280000 279106.97 279106.97 C/O REFI RAPD 625000 179 44.7
5000401876 3313.24 4/1/99 371500 371500 370315.15 R/T REFI FULL 775000 179 47.9
5000402593 2769.77 4/1/99 313000 311990.86 311990.86 R/T REFI RAPD 925000 179 33.7
5000402742 2654.73 4/1/99 300000 299032.77 299032.77 R/T REFI RAPD 630000 179 47.5
5000402916 2352 4/1/99 270000 270000 269110.5 R/T REFI RAPD 510000 179 52.9
5000403070 3716.62 4/1/99 420000 420000 418645.88 R/T REFI RAPD 750000 179 56.0
5000404870 4530.62 4/1/99 508000 508000 506379.8 PURCH RAPD 635000 179 80.0
5000406404 5284.24 4/1/99 592500 592500 590610.29 PURCH RAPD 793000 179 74.8
5000406511 2465.24 4/1/99 283000 283000 282067.68 R/T REFI FULL 495000 179 57.2
5000406602 3264.19 4/1/99 366000 366000 364832.69 R/T REFI RAPD 780000 179 46.9
5000406651 3141.43 4/1/99 355000 353796.88 353796.88 R/T REFI FULL 460000 179 76.9
5000406867 5716.79 4/1/99 641000 638955.61 638955.61 R/T REFI RAPD 850000 179 75.2
5000407006 3121.5 4/1/99 350000 350000 348883.71 C/O REFI RAPD 950000 179 36.8
5000407949 5751.92 4/1/99 650000 650000 647904.33 R/T REFI FULL 2600000 179 25.0
5000408756 2729.08 4/1/99 306000 306000 305024.05 C/O REFI RAPD 410000 179 74.6
5000408830 3052.37 4/1/99 350400 350400 349245.63 R/T REFI RAPD 440000 179 79.6
5000409150 3539.64 4/1/99 400000 400000 398710.36 R/T REFI RAPD 750000 179 53.3
5000409275 2574.13 4/1/99 295500 295500 295500 R/T REFI RAPD 500000 180 59.1
5000409283 2987.72 4/1/99 335000 333931.55 333931.55 R/T REFI RAPD 1050000 179 31.8
5000409937 2433.51 4/1/99 275000 274113.37 274113.37 PURCH RAPD 590000 179 46.5
5000410034 3810.5 4/1/99 434000 432585.54 432585.54 R/T REFI RAPD 750000 179 57.7
5000410828 3504.25 4/1/99 396000 396000 394723.25 R/T REFI RAPD 635000 179 62.4
5000410869 3567.42 4/1/99 400000 400000 398724.25 R/T REFI RAPD 585000 179 68.4
5000411776 2943.12 4/1/99 330000 330000 330000 R/T REFI RAPD 440000 180 75.0
5000411875 2386.84 4/1/99 274000 274000 274000 R/T REFI RAPD 775000 180 35.4
5000416932 3301.26 4/1/99 376000 376000 374774.57 R/T REFI RAPD 800000 179 47.0
5000417690 2595.3 4/1/99 291000 291000 290071.89 R/T REFI RAPD 520000 179 56.0
5000418789 2176.88 4/1/99 246000 245206.87 245206.87 R/T REFI FULL 400000 179 61.3
5000421676 2318.47 4/1/99 262000 262000 261155.28 R/T REFI RAPD 360000 179 72.8
5000447721 3674.41 4/1/99 418500 417136.06 417136.06 R/T REFI FULL 625000 179 66.8
5000447788 3484.43 4/1/99 400000 400000 400000 PURCH RAPD 520000 180 80.0
5000448232 3889.13 4/1/99 450000 450000 448501.5 R/T REFI FULL 620000 179 72.6
5000448497 4072.76 4/1/99 475000 475000 475000 PURCH RAPD 595000 180 79.8
5000449784 4321.26 4/1/99 500000 500000 500000 C/O REFI FULL 720000 180 69.4
5000456276 5176.73 4/1/99 585000 585000 583113.9 R/T REFI FULL 835000 179 70.1
5000457332 3266.66 4/1/99 375000 375000 375000 C/O REFI RAPD 500000 180 75.0
5000465400 2402.52 4/1/99 275800 274891.4 274891.4 R/T REFI RAPD 395000 179 69.6
5000465830 4066.86 4/1/99 456000 448545.64 447048.57 R/T REFI FULL 640000 178 70.1
5000476951 2696.47 4/1/99 312000 312000 310961.03 R/T REFI RAPD 395000 179 79.0
5000477025 3048.88 4/1/99 350000 350000 350000 R/T REFI RAPD 520000 180 67.3
5000478114 2848.22 4/1/99 324400 322690.96 322690.96 R/T REFI RAPD 510000 179 63.3
5000479963 2230.11 4/1/99 254000 254000 253172.18 R/T REFI FULL 340000 179 74.7
5000480532 4214.02 4/1/99 472500 472500 470993.01 R/T REFI RAPD 830000 179 56.9
5000480805 3019.7 4/1/99 349400 349400 348236.49 R/T REFI RAPD 500000 179 69.9
5000482082 3573.44 4/1/99 407000 406421.63 405091.98 R/T REFI RAPD 650000 179 62.5
5000485283 4216.16 4/1/99 484000 484000 482405.51 R/T REFI RAPD 625000 179 77.4
5000495662 4645.78 4/1/99 525000 525000 525000 C/O REFI RAPD 750000 180 70.0
5000495670 2588.37 4/1/99 292500 290065.52 290065.52 C/O REFI RAPD 390000 180 74.4
64774741 2211.8 4/1/99 248000 248000 247209.03 R/T REFI FULL 775000 179 32.0
65033566 3085.82 4/1/99 346000 344896.47 343786.62 R/T REFI RAPD 635000 178 54.3
65071115 3519.28 4/1/99 404000 397272.78 395905.39 C/O REFI FULL 540000 174 73.6
65224922 2717.67 4/1/99 302356 302356 301402.07 PURCH RAPD 337000 179 90.0
65353030 4899.11 4/1/99 562400 560547.22 560547.22 PURCH RAPD 790000 179 79.7
65416261 3013.63 4/1/99 360000 358572.54 357314.42 R/T REFI FULL 500000 178 71.7
65482301 2140.45 4/1/99 240000 238464.71 238464.71 PURCH FULL 924000 178 25.9
65578554 4112.14 4/1/99 457500 448712.37 447217.72 C/O REFI FULL 610000 173 73.6
65618751 2089.63 4/1/99 238000 236313.96 236313.96 R/T REFI RAPD 825000 179 28.6
65709225 2090.66 4/1/99 240000 238414.4 238414.4 R/T REFI RAPD 538000 178 44.3
65722957 2543.69 4/1/99 283000 282107.14 281209.07 R/T REFI FULL 315000 178 89.6
65745710 3745.77 4/1/99 430000 428583.4 427159.12 R/T REFI FULL 1275000 178 33.6
65747623 2003.77 4/1/99 231850 231850 231077.93 R/T REFI FULL 345000 179 67.2
65811071 2586.38 4/1/99 290000 289075.08 288144.86 C/O REFI FULL 655000 178 44.2
65811186 2746.92 4/1/99 308000 307017.66 306029.7 R/T REFI RAPD 595000 178 51.6
65812140 2408.01 4/1/99 270000 269138.87 268272.8 R/T REFI RAPD 482000 178 55.8
65824555 2875.96 4/1/99 325000 325000 323952.17 C/O REFI RAPD 529000 179 61.4
65854799 5092.37 4/1/99 580000 578109.71 576208.99 C/O REFI RAPD 1015000 178 57.0
65866151 2057.82 4/1/99 240000 239192.18 238380.15 C/O REFI FULL 380000 178 63.0
65903358 2123.79 4/1/99 240000 240000 239226.21 R/T REFI RAPD 320000 179 75.0
65918142 2875.12 4/1/99 338000 336525.21 335367.77 C/O REFI RAPD 525000 178 64.1
65950160 4578.79 4/1/99 513400 511762.56 510115.74 R/T REFI RAPD 880000 178 58.2
65950542 3539.11 4/1/99 409500 409500 408136.36 R/T REFI RAPD 592000 179 69.2
65950844 3484.43 4/1/99 400000 398682.24 398682.24 PURCH FULL 500000 179 79.7
65950941 4287.42 4/1/99 477000 477000 475495.08 R/T REFI FULL 715000 179 66.7
65967585 2675.57 4/1/99 300000 299043.18 298080.88 R/T REFI RAPD 410000 178 73.0
65975278 3371.51 4/1/99 375100 373916.57 372726.24 R/T REFI FULL 675000 178 55.4
66040183 2003.55 4/1/99 230000 229242.28 228480.46 C/O REFI FULL 610000 178 37.6
66051576 2675.57 4/1/99 300000 300000 300000 PURCH RAPD 515000 180 58.3
66123046 2123.79 4/1/99 240000 240000 239226.21 C/O REFI FULL 390000 179 61.5
66136296 2185.05 4/1/99 245000 243903.65 243115.96 R/T REFI RAPD 325000 178 75.1
66152313 2973.3 4/1/99 336000 334916.7 333827.31 R/T REFI RAPD 458000 178 73.2
66157820 2849.48 4/1/99 319500 318480.99 317456.14 C/O REFI RAPD 426000 178 74.8
66161754 2458.39 4/1/99 280000 279087.44 278169.85 R/T REFI RAPD 650000 178 43.0
66164354 5309.46 4/1/99 600000 598065.54 596120.2 C/O REFI RAPD 975000 178 61.3
66165547 5537.53 4/1/99 620900 618919.71 616928.07 R/T REFI RAPD 950000 178 65.2
66178673 2009.09 4/1/99 240000 240000 239165.91 PURCH RAPD 555000 179 43.4
66206081 3550.38 4/1/99 395000 393753.79 393753.79 R/T REFI RAPD 560000 179 70.3
66209501 3595.32 4/1/99 400000 400000 398738.01 R/T REFI RAPD 605000 179 66.1
66210160 3365.22 4/1/99 374400 372030.67 372030.67 R/T REFI RAPD 540000 178 68.9
66210178 4593.05 4/1/99 515000 509618.21 507944.85 R/T REFI RAPD 903500 178 56.4
66210381 4949.8 4/1/99 555000 553229.89 553229.89 R/T REFI RAPD 870000 179 63.6
66280354 2013.13 4/1/99 231100 231100 230338.66 R/T REFI RAPD 260000 179 88.9
66297729 2764.75 4/1/99 310000 310000 309011.29 R/T REFI RAPD 489000 179 63.4
66300037 2914.07 4/1/99 331900 330818.29 329730.61 R/T REFI FULL 650000 178 50.9
66318386 2559.63 4/1/99 287000 286084.64 285164.04 R/T REFI RAPD 435000 178 65.8
66319331 2107.19 4/1/99 240000 239025 239025 C/O REFI RAPD 376000 179 63.6
66319765 3433.64 4/1/99 385000 383772.09 382537.14 R/T REFI FULL 700000 178 54.8
66341418 2423.27 4/1/99 276000 276000 275100.48 R/T REFI FULL 488000 179 56.6
66345731 2300.35 4/1/99 262000 261146.11 260287.5 R/T REFI FULL 510000 178 51.2
66346711 5004.01 4/1/99 579000 577071.93 575133.61 R/T REFI RAPD 925000 178 62.4
66380014 2423.27 4/1/99 276000 275100.48 275100.48 R/T REFI FULL 575000 179 47.8
66389127 3052.94 4/1/99 345000 342590.12 341464.25 R/T REFI RAPD 500000 178 68.5
66412056 2705.48 4/1/99 301000 300050.35 299095.16 R/T REFI RAPD 403000 178 74.5
66412072 2709.97 4/1/99 301500 300548.78 299592.01 R/T REFI RAPD 455000 178 66.1
66412129 3832.88 4/1/99 440000 435627.76 437093.05 R/T REFI RAPD 600000 178 72.6
66444993 2041.5 4/1/99 240000 240000 240000 R/T REFI FULL 500000 180 48.0
66504368 3362.66 4/1/99 380000 378637.5 377404.68 R/T REFI RAPD 600000 178 63.1
66505003 2265.23 4/1/99 258000 255842.81 255842.81 R/T REFI RAPD 432000 178 59.2
66536596 2939.12 4/1/99 337400 335873.79 334753.99 R/T REFI FULL 375000 178 89.6
66585261 2255.7 4/1/99 261000 259257.11 259257.11 R/T REFI RAPD 290000 178 89.4
66586810 2769.77 4/1/99 313000 311990.86 310976.04 R/T REFI FULL 394000 178 79.2
66593352 2389.26 4/1/99 270000 270000 269129.49 PURCH RAPD 400000 179 67.7
66594545 2297.9 4/1/99 268000 267097.93 267097.93 PURCH RAPD 335000 179 79.7
66594588 2610.49 4/1/99 295000 295000 294048.89 C/O REFI RAPD 950000 179 31.1
66598443 2683.02 4/1/99 308000 306985.31 306985.31 R/T REFI RAPD 395000 179 77.7
66615631 2318.83 4/1/99 260000 257973.37 257973.37 R/T REFI RAPD 475000 178 54.3
66616077 2326.69 4/1/99 265000 264136.33 264136.33 C/O REFI RAPD 400000 179 66.1
66616522 2750.32 4/1/99 313250 313250 312229.08 PURCH RAPD 400000 179 80.0
66619556 5185.51 4/1/99 600000 595993.37 595993.37 R/T REFI RAPD 910000 178 65.5
66620881 3567.42 4/1/99 400000 398724.25 397441.19 R/T REFI FULL 1550000 178 25.7
66621984 2853.94 4/1/99 320000 318979.39 317952.94 R/T REFI RAPD 600000 178 53.2
66629161 2498.74 4/1/99 278000 277121.67 276239.47 R/T REFI RAPD 420000 178 66.0
66629322 2544.47 4/1/99 285300 282554.52 283474.91 PURCH RAPD 360000 178 78.6
66640865 2400.79 4/1/99 280000 279057.54 278110.17 R/T REFI RAPD 460000 178 60.7
66651531 4314.38 4/1/99 507200 507200 505474.45 PURCH RAPD 634000 179 80.0
66653363 2782.37 4/1/99 316900 316900 315867.18 R/T REFI FULL 435000 179 72.9
66657873 4851.69 4/1/99 544000 544000 542264.98 R/T REFI RAPD 680000 179 80.0
66661307 4396.85 4/1/99 493000 489846.25 489846.25 R/T REFI FULL 620000 178 79.0
66662371 3873.96 4/1/99 431000 427946.44 427946.44 R/T REFI RAPD 665000 178 64.4
66664233 5797.06 4/1/99 650000 647926.9 645841.92 R/T REFI FULL 1083000 178 59.8
66664501 5351.13 4/1/99 600000 600000 600000 PURCH RAPD 750000 180 80.0
66665451 2937.9 4/1/99 332000 330929.6 329853.18 R/T REFI FULL 1150000 178 28.8
66667097 2844.7 4/1/99 324000 322944.05 322944.05 R/T REFI RAPD 360000 179 89.7
66668093 4059.73 4/1/99 455200 452288.06 452288.06 PURCH FULL 570000 178 79.5
66673399 2408.87 4/1/99 268000 268000 267154.46 PURCH FULL 335000 179 80.0
66728029 3753.7 4/1/99 424190 424190 422822.37 R/T REFI FULL 545000 179 77.8
66738512 3499.82 4/1/99 395500 394224.87 394224.87 R/T REFI RAPD 510000 179 77.3
66738521 2985.18 4/1/99 340000 338891.9 338891.9 R/T REFI FULL 425000 179 79.7
66740037 2786.37 4/1/99 310000 308038.22 308038.22 R/T REFI RAPD 500000 178 61.6
66747902 3049.28 4/1/99 339250 337103.11 337103.11 PURCH RAPD 448000 178 79.5
66830796 3918.9 4/1/99 436000 434623.33 433239.73 R/T REFI RAPD 875000 178 49.7
66841275 3121.5 4/1/99 350000 350000 348883.71 R/T REFI FULL 800000 179 43.8
66842697 3549.59 4/1/99 398000 398000 396730.62 R/T REFI FULL 750000 179 53.1
66842999 2586.38 4/1/99 290000 289075.08 288144.86 R/T REFI RAPD 760000 178 38.1
66928044 4176.78 4/1/99 472000 470478.22 468947.88 PURCH RAPD 590000 178 79.7
66930014 2848.14 4/1/99 319350 319350 318331.47 R/T REFI FULL 445000 179 71.8
66938546 2853.94 4/1/99 320000 320000 318979.39 R/T REFI RAPD 415000 179 77.1
Total Loans 200
Sched UPB $74,125,816.53
WAC 6.721
WAM 178.7
WOLTV 63.5
</TABLE>
<PAGE>
EXHIBIT D-2
NMC MORTGAGE LOAN SCHEDULE
BANK OF AMERICA MORTGAGE SECURITIES INC., SERIES 1999-3
NBMC - 15Yr Fixed
<TABLE>
<CAPTION>
LOAN# ADDRESS CITY ST ZIP OCC PROP TERM LTV RATE FirstPayDt Mat Dt
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
22018345 652 BROAD ACRES R NARBERTH PA 19072 Primary SFR 180 56.5 6.75 2/1/99 1/1/14
22109185 35 UNDERWOOD ECLECTIC AL 36024 Primary SFR 180 48.5 6.75 9/1/98 8/1/13
22219455 2111 W 116TH STREET LEAWOOD KS 66211 Primary SFR 180 46.2 6.75 3/1/99 2/1/14
22290662 5 OLDE VILLAGE DR NICHOLASVIL KY 40356 Primary SFR 180 75.0 6.875 2/1/99 1/1/14
22320071 6280 S COUNTRY RD 9 FORT COLLIN CO 80525 Primary SFR 180 61.8 6.5 1/1/99 12/1/13
22373146 11008 CATALINA LEAWOOD KS 66211 Primary SFR 180 64.2 6.5 12/1/98 11/1/13
22390462 4 MARYHILL DRIV ST LOUIS MO 63124 Primary SFR 180 66.7 6.5 12/1/98 11/1/13
22394886 6600 WOOD HOLLOW C PLANO TX 75024 Primary PUD 180 66.2 6.5 2/1/99 1/1/14
22427470 2307 OLD GLENVIEW WILMETTE IL 60091 Primary SFR 180 50.0 6.25 1/1/99 12/1/13
22440085 5101 GALLAGHER WHITMORE LA MI 48189 Primary SFR 180 75.0 6.75 12/1/98 11/1/13
22440333 2938 MEDINAH WESTON FL 33326 Primary PUD 180 64.3 6.5 2/1/99 1/1/14
22440358 7779 SUGARBUSH LAN GATES MILLS OH 44040 Primary SFR 120 80.0 6.75 2/1/99 1/1/09
22441406 2942 MEDINAH WESTON FL 33327 Primary PUD 180 70.0 6.5 2/1/99 1/1/14
22441463 2480 PRINCETON COURT WESTON FL 33327 Primary PUD 180 72.3 6.5 2/1/99 1/1/14
22444301 2902 MEDINAH WESTON FL 33326 Primary SFR 180 69.9 6.5 2/1/99 1/1/14
22445852 2019 VENUS COURT PARK CITY UT 84060 Primary SFR 180 74.3 6.75 3/1/99 2/1/14
22455158 298 E FAIRCHILD DRI LITTLETON CO 80126 Primary PUD 180 51.3 6.625 3/1/99 2/1/14
22460588 7670 VANTAGE VIEW FORT COLLIN CO 80525 Primary PUD 180 70.0 6.875 2/1/99 1/1/14
22461370 6624 GLEASON TERRA EDINA MN 55439 Primary SFR 180 64.4 7.25 2/1/99 1/1/14
22463301 6408 NORWAY RD DALLAS TX 75230 Primary SFR 180 33.5 6.75 2/1/99 1/1/14
22463715 1134 W SCHUBERT CHICAGO IL 60614 Primary SFR 180 27.8 6.75 3/1/99 2/1/14
22469530 8250 COLLIER ROAD BEAUMONT TX 77706 Primary SFR 180 80.0 6.625 1/1/99 12/1/13
22483770 13862 S 36TH WAY PHOENIX AZ 85044 Primary SFR 180 91.6 6.875 1/1/99 12/1/13
22488282 5824 DEER PARK LAN PLANO TX 78093 Primary PUD 180 68.8 7 2/1/99 1/1/14
22511307 5332 PARADISE LN FT COLLINS CO 80526 Primary SFR 180 73.9 6.875 1/1/99 12/1/13
22517817 47 SPRUCE DRIVE GETTYSBURG PA 17325 Primary SFR 180 80.0 6.875 2/1/99 1/1/14
22535025 803 MARYWOOD CHAS HOUSTON TX 77079 Primary SFR 180 30.6 7.125 2/1/99 1/1/14
22538813 339 ANITRA DRIVE RENO NV 89511 Primary SFR 180 23.7 7 2/1/99 1/1/14
22544407 4838 HICKORY HILL ROANOKE VA 24018 Primary SFR 180 64.6 7.25 1/1/99 12/1/13
22556542 2550 BRIDLE CREEK CHANHASSEN MN 55317 Primary SFR 180 95.0 7 2/1/99 1/1/14
22576540 780 WILLIS GLEN ELLYN IL 60137 Primary SFR 180 79.9 7.125 2/1/99 1/1/14
22578546 2801 COLONY RD CHARLOTTE NC 28211 Primary SFR 180 65.8 6.125 2/1/99 1/1/14
22590087 5409 HABORTOWN ROAD PROSPECT KY 40059 Primary Condo 180 63.5 6.875 3/1/99 2/1/14
22591499 2723 LIMESTONE PL SUPERIOR CO 80027 Primary PUD 180 80.0 7 2/1/99 1/1/14
22592208 9895 NATURE MILL R ALPHARETTA GA 30022 Primary SFR 180 49.0 6.75 3/1/99 2/1/14
22593529 1055 ARBORVIEW PLACE ROCKWALL TX 75087 Primary SFR 180 79.4 6.5 2/1/99 1/1/14
22593818 4295 CEDAR HEIGHTS COLORADO SP CO 80904 Primary PUD 180 75.6 6.875 2/1/99 1/1/14
22596720 6805 TULIP HILL TE BETHESDA MD 20816 Primary SFR 180 69.0 7.25 2/1/99 1/1/14
22598312 3 SEVILLE CT MILLBRAE CA 94030 Primary SFR 180 63.1 6.75 2/1/99 1/1/14
22600266 452 WEST 4150 NOR PROVO UT 84604 Primary SFR 180 53.6 6.875 2/1/99 1/1/14
22600746 2427 196TH AVE SE ISSAQUAH WA 98029 Primary PUD 180 50.0 6.625 2/1/99 1/1/14
22600845 946 DELVIN DRIVE TOWN & COUN MO 63141 Primary PUD 180 59.2 7 2/1/99 1/1/14
22601207 3705 OLD MILL DRIV FLOWER MOUN TX 75028 Primary PUD 180 74.3 6.875 2/1/99 1/1/14
22603906 16309 SW77 COURT MIAMI FL 33157 Primary SFR 180 80.0 6.875 2/1/99 1/1/14
22603955 4816 E FOX TRAIL AUSTIN TX 78746 Primary SFR 180 77.3 6.875 2/1/99 1/1/14
22606644 3345 AVENIDA OBERTUR CARLSBAD CA 92009 Primary PUD 180 65.3 7.25 2/1/99 1/1/14
22607626 45 HOLLINGERS IS KATY TX 77450 Primary PUD 180 80.0 6.75 2/1/99 1/1/14
22608913 11819 LAKESTONE WAY PROSPECT KY 40059 Primary PUD 180 49.3 6.75 4/1/99 3/1/14
22609879 2956 WESTLAKE DRIV AUSTIN TX 78746 Primary PUD 180 46.3 6.75 2/1/99 1/1/14
22610786 2115 FOXCROFT WOOD CHARLOTTE NC 28211 Primary SFR 180 47.7 6.75 3/1/99 2/1/14
22611289 23901 BROADMOOR PARK NOVI MI 48374 Primary SFR 180 80.0 6.75 2/1/99 1/1/14
22612147 373 EAGLE DR JUPITER FL 33477 Primary SFR 180 37.7 6.875 2/1/99 1/1/14
22613160 5305 FIELDWOOD DRI HOUSTON TX 77056 Primary PUD 120 55.3 6.625 2/1/99 1/1/09
22613533 5422 S HELENA STREET AURORA CO 80015 Primary PUD 180 78.9 6.75 2/1/99 1/1/14
22615223 12031 BROAD MEADOW CLARKSVILLE MD 21044 Primary SFR 180 61.5 7.125 3/1/99 2/1/14
22615967 8911 NEFORRESTAL DRI TUSCALOOSA AL 35406 Primary PUD 180 68.5 6.75 2/1/99 1/1/14
22617617 4309 STONEBRIDGE CHAMPAIGN IL 61821 Primary SFR 180 80.0 7 2/1/99 1/1/14
22618573 5824 MACON DR HUNTSVILLE AL 35802 Primary SFR 180 73.6 6.75 2/1/99 1/1/14
22618615 107 CEDAR CLIFF C CARY NC 27511 Primary PUD 180 79.4 6.875 4/1/99 3/1/14
22622229 3234 VALLEY LANE FALLS CHURC VA 22044 Primary SFR 180 64.1 6.375 2/1/99 1/1/14
22622518 11 EAGLE POINT P RAPID CITY IL 61278 Primary SFR 180 70.0 6.875 2/1/99 1/1/14
22622658 3718 164TH STREET BOTHELL WA 98012 Primary SFR 180 80.0 6.875 2/1/99 1/1/14
22622815 11293 PINE VALLEY D FRANKTOWN CO 80116 Primary SFR 180 52.0 6.875 3/1/99 2/1/14
22623102 9122 S ROUNDTREE DR HIGHLANDS R CO 80126 Primary PUD 180 79.1 6.625 2/1/99 1/1/14
22623748 1124 LA SENDA DRIV FULLERTON CA 92835 Primary SFR 180 80.0 7 2/1/99 1/1/14
22624738 443 PANORAMA DRIV BENICIA CA 94510 Primary SFR 180 78.7 6.5 2/1/99 1/1/14
22625057 92N COUNTRY CLUB RD DECATUR IL 62521 Primary SFR 180 63.6 6.875 2/1/99 1/1/14
22626824 6706 MAJESTIC DRIV FORT COLLIN CO 80528 Primary PUD 180 69.1 6.75 2/1/99 1/1/14
22627087 26B ELM RIDGE R PENNINGTON NJ 8534 Primary SFR 180 57.1 7 3/1/99 2/1/14
22627434 4219 PARK LANE DALLAS TX 75220 Primary SFR 180 46.7 6.75 2/1/99 1/1/14
22627509 2337 THE WOODS LAN LEXINGTON KY 40502 Primary PUD 180 64.7 6.75 3/1/99 2/1/14
22627681 7510 INWOOD DRIVE HOUSTON TX 77063 Primary PUD 180 63.6 6.625 2/1/99 1/1/14
22628044 1614 CHESTNUT GROVE KINGWOOD TX 77345 Primary SFR 180 75.5 6.625 2/1/99 1/1/14
22629869 839 ROSSUM DRIVE LOVELAND CO 80537 Primary PUD 180 48.5 6.75 2/1/99 1/1/14
22630321 8451 LAKESIDE DRIV RENO NV 89511 Primary SFR 180 79.4 7.125 3/1/99 2/1/14
22632715 5 HERITAGE PARK C NORTH LITTL AR 72116 Primary SFR 180 75.0 6.75 3/1/99 2/1/14
22634182 3219 DEEP WATER LA MAUMEE OH 43537 Primary SFR 180 47.6 6.75 3/1/99 2/1/14
22634372 680 BIRKDALE DRIV FAYETTEVILL GA 30215 Primary SFR 180 80.0 6.5 2/1/99 1/1/14
22634430 2250 S RIVER VALLE FLAGSTAFF AZ 86004 Secondary SFR 180 51.1 6.625 2/1/99 1/1/14
22637219 1116 FROST HOLLOW DESOTO TX 75115 Primary PUD 180 72.2 6.75 2/1/99 1/1/14
22637409 3831 TURTLE CREEK DALLAS TX 75219 Primary Condo 180 68.5 7.125 2/1/99 1/1/14
22637953 6140 PARSLEY DRIVE ALEXANDRIA VA 22310 Primary PUD 180 80.0 7 2/1/99 1/1/14
22638704 2947 HILLSBORO RD BRENTWOOD TN 37027 Primary SFR 180 80.0 6.75 2/1/99 1/1/14
22638837 2305 BARTON CREEK AUSTIN TX 78735 Secondary SFR 180 75.5 6.875 2/1/99 1/1/14
22639157 2340 SPENCERS WAY STONE MOUNT GA 30087 Primary PUD 180 52.8 6.5 3/1/99 2/1/14
22639207 6514 BELMONT AVENUE HOUSTON TX 77005 Primary SFR 180 78.2 6.625 3/1/99 2/1/14
22639306 704 OREGON AVENUE SAN MATEO CA 94402 Primary SFR 180 37.1 6.875 4/1/99 3/1/14
22639355 4150 S MOUNT OLYMPUS SALT LAKE C UT 84124 Primary SFR 180 69.9 6.5 2/1/99 1/1/14
22641633 202 W JACKSON RD ST LOUIS MO 63119 Primary SFR 180 54.5 6.75 3/1/99 2/1/14
22642730 3916 LUPINE DR VAIL CO 81657 Primary SFR 180 27.2 6.75 3/1/99 2/1/14
22642847 12020 SWRIVERSIDE DR PORTLAND OR 97219 Primary SFR 162 65.9 6.75 3/1/99 8/1/12
22643399 19600 COPPEROAKS DR TYLER TX 75703 Primary PUD 180 70.0 7.125 3/1/99 2/1/14
22646459 940 SHOREWOOD CT COLUMBUS IN 47201 Primary PUD 180 80.0 6.875 3/1/99 2/1/14
22646780 815 ST JOE ROAD EAS SELLERSBURG IN 47172 Primary PUD 180 66.0 6.875 2/1/99 1/1/14
22646814 6205 MEMORIAL DRIV DUBLIN OH 43017 Primary PUD 180 56.7 7 3/1/99 2/1/14
22646954 1434 N MAIDSTONE DRI VERNON HILL IL 60061 Primary PUD 180 80.0 6.875 2/1/99 1/1/14
22647820 4770 BIGHORN ROAD VAIL CO 81657 Secondary Condo 180 73.3 6.875 2/1/99 1/1/14
22649024 3981 FARBER CT NEW ALBANY OH 43054 Primary SFR 180 46.2 6.75 2/1/99 1/1/14
22649040 27428 MOUNTAIN MEAD ESCONDIDO CA 92026 Primary SFR 180 80.0 6.75 2/1/99 1/1/14
22651673 3 EAST WALINCA CLAYTON MO 63105 Primary PUD 180 55.1 6.75 4/1/99 3/1/14
22652325 5 ANTHONY PLACE GREENVILLE SC 29605 Primary SFR 180 70.0 6.75 3/1/99 2/1/14
22655971 919 W WOLFRAM CHICAGO IL 60657 Primary SFR 180 69.4 7 3/1/99 2/1/14
22656029 7505 BOLO LN FLOWER MOUN TX 75022 Primary SFR 180 61.9 6.5 3/1/99 2/1/14
22656094 23-60 BROADVIEW DR LAKE CARROL IL 61046 Secondary SFR 180 80.0 6.875 3/1/99 2/1/14
22657308 551 LEEALAN GARDENVILLE NV 89410 Primary SFR 180 62.3 6.875 2/1/99 1/1/14
22658595 7720 SW 183 TERRAC MIAMI FL 33157 Primary SFR 180 75.0 6.75 3/1/99 2/1/14
22659296 6326 RIVERVIEW LAN DALLAS TX 75248 Primary SFR 180 73.2 6.5 2/1/99 1/1/14
22659338 3 LITTLE DR DANVERS MA 1923 Primary SFR 180 74.9 6.5 3/1/99 2/1/14
22660260 4655 OAKLEIGH MANO POWDER SPRI GA 30127 Primary PUD 180 89.5 6.625 2/1/99 1/1/14
22663702 621 PHILLIPPA ST HINSDALE IL 60521 Primary SFR 180 71.7 6.75 3/1/99 2/1/14
22664213 4210 ST ANDREWS DR PUEBLO CO 81001 Primary SFR 180 54.2 6.625 4/1/99 3/1/14
22665665 485 SAN GERONIMO SAN GERONIM CA 94963 Primary SFR 180 62.5 7 2/1/99 1/1/14
22666721 1509 33RD ST NW WASHINGTON DC 20007 Primary SFR 180 76.2 6.875 2/1/99 1/1/14
22666978 5123 N STANFORD NASHVILLE TN 37215 Primary SFR 180 71.5 6.5 3/1/99 2/1/14
22667463 3691 PIRATE CIRCLE HUNTINGTON CA 92649 Primary SFR 180 53.9 6.875 3/1/99 2/1/14
22668586 721 WOODRIDGE LAN GLENCOE IL 60022 Primary SFR 180 58.8 6.875 3/1/99 2/1/14
22668602 675 MARION ST DENVER CO 80218 Primary SFR 180 57.6 6.625 2/1/99 1/1/14
22669253 6072 TREVINO CT FORT COLLIN CO 80525 Primary PUD 180 68.9 6.625 2/1/99 1/1/14
22670061 5255 AVENIDA CANTA RANCHO SANT CA 92067 Primary Condo 180 53.0 6.875 3/1/99 2/1/14
22670947 706 OAKLAND AVENU AUSTIN TX 78703 Primary SFR 180 79.0 6.75 2/1/99 1/1/14
22671044 5418 CEDAR CREEK D HOUSTON TX 77056 Primary PUD 180 80.0 6.5 3/1/99 2/1/14
22671465 121 STAUGUSTINE MIDDLETOWN DE 19709 Primary PUD 180 80.0 6.375 3/1/99 2/1/14
22671945 700 WILLOW WAY WE ALEXANDER C AL 35010 Secondary SFR 180 71.4 6.625 3/1/99 2/1/14
22672141 4782 CORSICA DR CYPRESS CA 90630 Primary SFR 180 60.6 7 3/1/99 2/1/14
22674907 17507 MUIRFIELD DRI DALLAS TX 75287 Primary SFR 180 66.0 6.75 3/1/99 2/1/14
22675003 8916 EVENING GROVE C CORDOVA TN 38018 Primary SFR 180 87.7 6.5 3/1/99 2/1/14
22675177 305 W CHAPEL DOWNS SOUTHLAKE TX 76092 Primary PUD 180 80.0 6.75 2/1/99 1/1/14
22677710 9619 MOSS HAVEN DR DALLAS TX 75231 Primary SFR 180 87.8 6.75 2/1/99 1/1/14
22679401 #15 PIN OAK ESTATES BELLAIRE TX 77001 Primary PUD 180 74.0 6.625 3/1/99 2/1/14
22679690 103 CAMELOT LN LIBERTYVILL IL 60048 Primary SFR 180 74.6 7 3/1/99 2/1/14
22680318 2103 KEHRS MILL RO CHESTERFIEL MO 63005 Primary SFR 180 43.2 6.875 3/1/99 2/1/14
22680375 114 NAPLES ROAD BROOKLINE MA 2146 Primary SFR 180 48.3 6.875 3/1/99 2/1/14
22680995 3820 FREE FERRY RD FORT SMITH AR 72903 Primary SFR 180 41.7 6.5 3/1/99 2/1/14
22681449 6302 HUNTING RIDGE MCLEAN VA 22101 Primary SFR 180 76.5 6.75 2/1/99 1/1/14
22682215 1844 WELLINGTON WE CARSON CITY NV 89703 Primary SFR 180 66.9 7 3/1/99 2/1/14
22682330 1105 HILL ROAD VA BEACH VA 23451 Primary SFR 180 76.2 6.5 3/1/99 2/1/14
22682488 5113 GILLINGHAM DR PLANO TX 75093 Primary PUD 180 80.0 6.375 3/1/99 2/1/14
22683437 22409 NE25TH WAY REDMOND WA 98053 Primary SFR 180 80.0 6.5 3/1/99 2/1/14
22684609 3914 76TH STREET LUBBOCK TX 79423 Primary SFR 180 80.0 6.75 3/1/99 2/1/14
22685176 2707 ROYAL LYTHAM ST CHARLES IL 60174 Primary SFR 180 49.4 6.75 2/1/99 1/1/14
22685242 8558 CLEW COURT INDIANAPOLI IN 46236 Primary SFR 120 50.8 6.75 3/1/99 2/1/09
22686463 3104 CROOKED STICK PLANO TX 75093 Primary PUD 180 77.8 6.5 3/1/99 2/1/14
22689053 11701 YOUNG MANOR D MIDLOTHIAN VA 23113 Primary SFR 180 80.0 6.625 3/1/99 2/1/14
22689459 18 CAMARGO CANVON CINCINNATI OH 45243 Primary SFR 180 60.3 6.75 3/1/99 2/1/14
22689772 49680 COOKE AVE PLYMOUTH MI 48170 Primary SFR 180 53.1 7 4/1/99 3/1/14
22689806 2125 HIDDEN MILL R SNELLVILLE GA 30278 Primary SFR 180 50.8 6.625 3/1/99 2/1/14
22689830 206 E JULES VERN WA CARY NC 27511 Primary SFR 180 75.0 6.5 2/1/99 1/1/14
22689939 1814 E SHORE DRIVE CULVER IN 46511 Secondary SFR 180 75.0 6.5 2/1/99 1/1/14
22690440 16001 NW31ST CT VANCOUVER WA 98685 Primary SFR 180 60.0 6.5 3/1/99 2/1/14
22690903 924 KINGS CROSS VA BEACH VA 23452 Primary SFR 180 72.0 6.5 3/1/99 2/1/14
22691257 9500 WATERFALL RD BRENTWOOD TN 37027 Primary PUD 180 86.7 7 3/1/99 2/1/14
22691331 1205 SPRUCE COURT PLANO TX 75075 Primary PUD 180 69.9 7.375 2/1/99 1/1/14
22692107 6132 GARDEN ROAD SPRINGFIELD VA 22152 Primary PUD 180 80.0 6.5 1/1/99 12/1/13
22695035 9200 FALLING WATER BURR RIDGE IL 60521 Primary SFR 180 74.7 6.75 3/1/99 2/1/14
22702906 332 ALBERCHT LANE DURANGO CO 81301 Primary SFR 180 54.8 6.5 4/1/99 3/1/14
22704167 1620 COUNTRY COMMO LAKE OSWEGO OR 97034 Primary SFR 180 41.9 6.875 3/1/99 2/1/14
22706360 3433 POTOMAC AVENUE HIGHLAND PA TX 75205 Primary SFR 180 80.0 6.5 3/1/99 2/1/14
22708887 28 INDIAN TRAIL MADISON CT 6443 Primary SFR 180 80.0 7.5 3/1/99 2/1/14
22710024 6910 DUSTIN RD GALENA OH 43021 Primary SFR 180 74.2 6.75 4/1/99 3/1/14
22710297 405 AMBRIANCE DR BURR RIDGE IL 60521 Primary SFR 180 32.8 6.625 3/1/99 2/1/14
22710453 17 RIVERSIDE DR ROCKVILLE NY 11570 Primary SFR 180 90.0 7.25 4/1/99 3/1/14
22710511 7007 SEMAKER STREET MERCER ISLA WA 98040 Primary SFR 180 59.2 6.625 4/1/99 3/1/14
22710743 1014 GREENWAY TERR KANSAS CIAT MO 64113 Primary SFR 180 75.0 6.625 3/1/99 2/1/14
22711048 2312 LELAND RIDGE WA ST LOUIS MO 63131 Primary PUD 180 67.3 6.75 3/1/99 2/1/14
22711055 2214 TOPEKA AVE LUBBOCK TX 79407 Primary SFR 180 80.0 6.875 3/1/99 2/1/14
22711360 5652 GADWALL DRIVE FRISCO TX 75034 Primary SFR 180 78.5 6.5 4/1/99 3/1/14
22712103 3708 WEST END AVEN NASHVILLE TN 37205 Primary SFR 180 80.0 6.5 3/1/99 2/1/14
22712939 1414 TWIFORD PLACE CHARLOTTE NC 28207 Primary SFR 180 80.0 6.5 4/1/99 3/1/14
22713127 8021 WINSTON AVENUE LUBBOCK TX 79424 Primary SFR 180 75.9 6.75 3/1/99 2/1/14
22714638 2617 INDIAN MOUND RD BLOOMFIELD MI 48301 Primary SFR 180 42.6 6.75 4/1/99 3/1/14
22715320 2287 FM RD 2951 POSSUM KING TX 76450 Secondary SFR 180 64.9 6.75 3/1/99 2/1/14
22715742 7707 MONTICELLO PARK COLLEYVILLE TX 76034 Primary PUD 180 80.0 6.875 3/1/99 2/1/14
22716666 1347 JACKSON AVE RIVER FORES IL 60305 Primary SFR 180 60.0 6.625 4/1/99 3/1/14
22716732 3025 N FAIRWAY DRIVE BURLINGTON NC 27215 Primary SFR 180 42.9 6.5 3/1/99 2/1/14
22716922 1739 E TANYA RD PHOENIX AZ 85027 Primary SFR 180 75.0 6.625 4/1/99 3/1/14
22716963 9417 N 42ND ST PHOENIX AZ 85028 Primary SFR 180 48.0 6.75 3/1/99 2/1/14
22717417 6105 RIVERWOOD DRI ATLANTA GA 30328 Primary PUD 180 80.0 6.5 4/1/99 3/1/14
22719355 1620 PINNACLE RIDG COLORADO SP CO 80919 Primary PUD 180 80.0 6.5 4/1/99 3/1/14
22720064 5928 N MATTOX ROAD KANSAS CITY KS 64151 Primary SFR 180 51.5 6.875 4/1/99 3/1/14
22720718 3009 WOODY TRAIL PLANO TX 75093 Primary PUD 180 78.5 6.625 3/1/99 2/1/14
22723787 2400 CLUBHOUSE DR STEAMBOAT S CO 80477 Secondary SFR 180 76.9 7.125 3/1/99 2/1/14
22723845 6537 EDLOE STREET HOUSTON TX 77005 Primary SFR 180 43.5 6.75 3/1/99 2/1/14
22724421 22214 HONEYCOMB CIR LEANDER TX 78641 Primary SFR 180 73.2 6.875 3/1/99 2/1/14
22724843 7103 OLDE OAK COUR PROSPECT KY 40059 Primary SFR 180 89.9 7 4/1/99 3/1/14
22725030 5452 REDBARK PLACE DUNWOODY GA 30338 Primary SFR 180 70.0 6.625 3/1/99 2/1/14
22725741 407 AMBRIANCE DRI BURR RIDGE IL 60521 Primary PUD 180 53.0 6.625 3/1/99 2/1/14
22727291 11221 COUNTRY PLACE OAKTON VA 22124 Primary SFR 180 60.6 6.5 3/1/99 2/1/14
22727804 1637 DUNWOODY SQUA ATLANTA GA 30338 Primary SFR 180 78.9 6.625 3/1/99 2/1/14
22727929 4451 ROLLING PINE WEST BLOOMF MI 48323 Primary SFR 180 67.8 7.25 4/1/99 3/1/14
22729040 202 SPRUCE CT YORKVILLE IL 60560 Primary SFR 180 80.0 6.75 4/1/99 3/1/14
22729305 24500 KELSEY ROAD LAKE BARRIN IL 60010 Primary SFR 180 65.3 6.75 4/1/99 3/1/14
22730709 205 BERKELEY DR MECHANICSBU PA 17055 Primary SFR 180 75.0 6.625 1/1/99 12/1/13
22732101 9070 NESBIT LAKES ALPHARETTA GA 30022 Primary PUD 180 69.3 6.5 3/1/99 2/1/14
22732622 2818 CHERRY LANE DENVER NC 28037 Primary SFR 120 68.9 6.625 4/1/99 3/1/09
22733018 1625 STONINGTON CI NORTH WALES PA 19454 Primary SFR 180 75.6 6.875 3/1/99 2/1/14
22734586 2395 TAHOE DRIVE VAIL CO 81657 Primary SFR 180 27.1 6.5 4/1/99 3/1/14
22736664 26W003 MARION AVE WHEATON FL 60187 Primary SFR 180 80.0 6.875 4/1/99 3/1/14
22736763 4416 SHIRLEY ROAD GAINSVILLE GA 30506 Primary PUD 180 59.1 6.625 4/1/99 3/1/14
22738892 1688 CRYSTAL VIEW CI THOUSAND OA CA 91320 Primary PUD 180 65.6 6.5 4/1/99 3/1/14
22738983 218 HERITAGE OAKS HOUSTON TX 77024 Primary SFR 180 33.3 6.5 3/1/99 2/1/14
22740948 412 NORTH 97TH CO OMAHA NE 68114 Primary PUD 180 52.9 6.75 4/1/99 3/1/14
22741078 7100 PINEBERRY COU SPORTSYLVAN VA 22553 Primary SFR 180 76.2 6.75 4/1/99 3/1/14
22742332 747 REDWOOD LANE GLENVIEW IL 60025 Primary SFR 180 75.0 6.875 2/1/99 1/1/14
22742795 6379 OXBOW BEND CHANHASSEN MN 55317 Primary SFR 180 75.0 6.875 3/1/99 2/1/14
22743439 320 IVY BROOKE CO ATLANTA GA 30342 Primary SFR 180 68.2 6.5 4/1/99 3/1/14
22745814 5 CALEB CT GUILFORD CT 6437 Primary SFR 180 80.0 7 3/1/99 2/1/14
22746234 7355 SWWESTGATE WAY PORTLAND OR 97225 Primary SFR 180 50.2 6.875 4/1/99 3/1/14
22746325 2339 E CINNABAR PHOENIX AZ 85028 Primary SFR 180 56.1 6.875 3/1/99 2/1/14
22746556 6323 RUTGERS STREE HOUSTON TX 77005 Primary SFR 180 80.0 6.5 4/1/99 3/1/14
22747521 4109 JOHNSON AVENU WESTERN SPR IL 60558 Primary SFR 180 65.7 6.75 4/1/99 3/1/14
22748735 4608 18TH ST LUBBOCK TX 79416 Primary SFR 180 90.0 6.75 3/1/99 2/1/14
22749154 1710 SWRIVERDALE RD PORTLAND OR 97219 Primary SFR 180 41.6 6.5 4/1/99 3/1/14
22749253 5 WALTERS RD ROSS CA 94957 Primary SFR 180 40.0 6.875 3/1/99 2/1/14
22749949 3519 VALLEY ROAD ATLANTA GA 30305 Primary SFR 180 52.8 6.25 4/1/99 3/1/14
22750335 211 TAYLOR AVE GLEN ELLYN IL 60137 Primary SFR 180 43.9 6.75 4/1/99 3/1/14
22751184 1103 GLENLAKE WAY LOUISVILLE KY 40245 Primary SFR 180 78.7 7 4/1/99 3/1/14
22751275 3329 BRINTON TRAIL CINCINNATI OH 45241 Primary SFR 180 63.4 6.75 4/1/99 3/1/14
22751762 408 BROOK HOLLOW NASHVILLE TN 37205 Primary SFR 180 73.2 6.875 4/1/99 3/1/14
22753115 2025 WROXTON ROAD HOUSTON TX 77005 Primary SFR 180 72.5 6.625 4/1/99 3/1/14
22756555 41W591 GOLDEN OAKS LAN ST. CHARLES IL 60175 Primary SFR 180 50.0 6.75 4/1/99 3/1/14
22758452 7526 STEEPLE DR SAN ANTONIO TX 78256 Primary SFR 180 80.0 6.625 3/1/99 2/1/14
22759930 1021 CHURCH ROAD LUSBY MD 20657 Primary SFR 180 85.9 6.625 4/1/99 3/1/14
22761746 LOT 24 ARTIST VIEW C ROUND HILL VA 22141 Primary SFR 180 80.0 6.5 2/1/99 1/1/14
22767230 17123 CHAISE RIDGE CHESTERFIEL MO 63005 Primary PUD 180 74.7 6.5 2/1/99 1/1/14
22769335 14256 MANDERLEIGH WOO CHESTERFIEL MO 63017 Primary SFR 180 74.6 6.75 4/1/99 3/1/14
22773436 504 DOWNY MEADE D FRANKLIN TN 37064 Primary PUD 180 90.0 6.5 4/1/99 3/1/14
22773733 157 ANN ST CLARENDON H IL 60514 Primary SFR 180 62.1 7 4/1/99 3/1/14
22775183 1215 JUDSON AVENUE EVANSTON IL 60202 Primary SFR 180 70.6 6.75 4/1/99 3/1/14
22775266 629NERUSHBROOK PLA LEE'S SUMMI MO 64064 Primary PUD 180 61.0 6.625 4/1/99 3/1/14
22775506 444 CLAYTON ST DENVER CO 80206 Primary SFR 180 44.0 6.75 4/1/99 3/1/14
22778575 121 LAKE WISTERIA TIFTON GA 31794 Primary SFR 180 79.3 6.5 4/1/99 3/1/14
22778591 853 VIEWMONT DRIV ASHEBORO NC 27203 Primary SFR 180 73.5 6.5 4/1/99 3/1/14
22778906 10445 TREMONT LN FISHERS IN 46038 Primary SFR 180 76.9 6.75 4/1/99 3/1/14
22779573 10421 WHITEBRIDGE LAN SAINT LOUIS MO 63141 Primary SFR 180 58.8 6.875 4/1/99 3/1/14
22781793 5993 NWROSEWOOD DR CORVALLIS OR 97330 Primary SFR 180 73.8 6.375 4/1/99 3/1/14
22785323 572 NOE ST SAN FRANCIS CA 94114 Primary SFR 180 58.2 6.375 4/1/99 3/1/14
22785612 10775 SW38 DRIVE DAVIE FL 33328 Primary PUD 180 74.7 7 2/1/99 1/1/14
22785695 905 NAPOLI DRIVE LOS ANGELES CA 90272 Primary SFR 180 31.2 6.75 2/1/99 1/1/14
22785794 830 TRAIL RIDGE D LOUISVILLE CO 80027 Primary SFR 180 69.7 6.75 2/1/99 1/1/14
22785919 17082 PARTHENIA AVE LOS ANGELES CA 91325 Primary SFR 180 70.6 7 2/1/99 1/1/14
22785992 623 11TH STREET SANTA MONIC CA 90402 Primary SFR 180 46.8 6.75 1/1/99 12/1/13
22786032 4326 BEAU RIVAGE C LUTZ FL 33549 Primary PUD 180 70.0 7.375 2/1/99 1/1/14
22787659 4321 NW4TH STREET CIRC HICKORY NC 28601 Primary SFR 180 80.0 6.375 4/1/99 3/1/14
22793996 4507 APPLE WAY BOULDER CO 80301 Primary PUD 180 64.3 6.875 4/1/99 3/1/14
22795157 4 SERIAN CIRCLE LITTLEROCK AR 72211 Primary SFR 180 80.0 6.25 4/1/99 3/1/14
22799233 6422 RED BANK ROAD GALENA OH 43021 Primary SFR 180 75.0 6.75 4/1/99 3/1/14
22799373 8234 BAR HARBOR LA CHARLOTTE NC 28210 Primary PUD 180 46.2 6.75 4/1/99 3/1/14
22799647 6363 ALEXANDER DRIVE ST LOUIS MO 63105 Primary PUD 180 75.8 6.875 4/1/99 3/1/14
22802573 2020 ALBANS ROAD HOUSTON TX 77005 Primary SFR 180 80.0 6.5 4/1/99 3/1/14
22804512 2101 WOODHAVEN ROA CHARLOTTE NC 28211 Primary SFR 180 56.2 6.375 4/1/99 3/1/14
22805501 10 BRIDLEWOOD COUR OWINGS MILL MD 21117 Primary SFR 180 63.6 6.75 3/1/99 2/1/14
22810618 438 WINGED FOOT D MCDONOUGH GA 30253 Primary PUD 180 70.0 6.5 4/1/99 3/1/14
22814065 11140 VALESIDE CRESCE CARMEL IN 46032 Primary PUD 180 61.2 6.875 4/1/99 3/1/14
22815054 12716 E MEADOW CT WICHITA KS 67206 Primary PUD 180 90.0 6.25 4/1/99 3/1/14
22815104 1453 WATERFORD GRE MARIETTA GA 30068 Primary PUD 180 70.3 6.625 4/1/99 3/1/14
22815203 3761 E SUMO OCTAVO TUCSON AZ 85718 Primary SFR 180 45.6 6.875 4/1/99 3/1/14
22821045 300 ARBOR SPRIN NEWMAN GA 30265 Primary PUD 180 80.0 6.75 4/1/99 3/1/14
22831119 1304 MARIETTA COUNTR KENNESAW GA 30152 Primary PUD 180 65.9 6.5 4/1/99 3/1/14
22833230 352 TRINITY LN OAK BROOK IL 60523 Primary SFR 180 73.9 6.5 4/1/99 3/1/14
22835508 7135 LUANE TRL COLTON CA 92324 Primary SFR 180 72.7 6.75 4/1/99 3/1/14
22848097 8804 CHATEAU DR PICKERINGTO OH 43147 Primary SFR 180 77.3 6.875 4/1/99 3/1/14
22856165 858 BRIXHAM PLACE CASTLE ROCK CO 80104 Primary PUD 180 90.0 6.75 4/1/99 3/1/14
22857924 21135 TIMER RIDGE ROA YORBA LINDA CA 92886 Primary SFR 180 64.3 6.25 4/1/99 3/1/14
26610816 5669 KELVIN AVENUE WOODLAND HI CA 91367 Primary SFR 180 77.5 7 3/1/99 2/1/14
26985093 1445 LA PERLA AVE LONG BEACH CA 90815 Primary SFR 180 53.6 6.875 4/1/99 3/1/14
27005750 292 FARALLON AVENUE PACIFICA CA 94044 Primary SFR 180 74.8 6.125 4/1/99 3/1/14
27031947 7913 SW153 TERRACE MIAMI FL 33157 Primary SFR 180 60.5 7 3/1/99 2/1/14
27073402 1157 HARKER AVENUE PALO ALTO CA 94301 Primary SFR 180 49.9 6.5 4/1/99 3/1/14
27113190 2680 MIDDLEBOROUGH C SAN JOSE CA 95132 Primary SFR 180 64.1 6.875 3/1/99 2/1/14
27147982 6520N LAKE BOULEVARD TAHOE VISTA CA 96148 Primary SFR 180 28.8 6.5 3/1/99 2/1/14
27190719 410 29TH AVENUE SAN MATEO CA 94403 Primary SFR 180 58.8 6.875 3/1/99 2/1/14
27201029 2230 ST MARGARET LIVERMORE CA 94550 Primary SFR 180 54.5 6.875 3/1/99 2/1/14
27220359 1808 PEMBROKE JONES WILMINGTON NC 28405 Primary PUD 180 57.0 7.125 4/1/99 3/1/14
27281567 506 LAKERIDGE CT EL DORADO H CA 95762 Primary SFR 180 70.8 6.75 4/1/99 3/1/14
27291004 1123 QUAIL KNOLL COU SAN JOSE CA 95120 Primary SFR 180 48.0 6.75 3/1/99 2/1/14
27315365 264 PARKER DRIVE PAWLEYS ISL SC 29585 Primary SFR 180 66.5 7.5 3/1/99 2/1/14
27322841 40 LATIMORE WAY OWINGS MILL MD 21117 Primary SFR 180 80.0 6.625 4/1/99 3/1/14
27330620 10353 SCENIC BOULEVAR CUPERTINO CA 95014 Primary SFR 180 48.6 7 3/1/99 2/1/14
27356344 331 SUMMIT DRIVE REDWOOD CIT CA 94062 Primary SFR 180 48.0 6.875 3/1/99 2/1/14
27401025 3291 GREENHILLS DR LAFAYETTE CA 94549 Primary SFR 180 41.1 6.5 3/1/99 2/1/14
27401322 18085 IDALYN DRIVE LOS GATOS CA 95033 Primary SFR 180 69.9 6.75 5/1/99 4/1/14
27402510 351 CYPRESS POINT R HALF MOON B CA 94019 Primary PUD 180 53.8 7 5/1/99 4/1/14
27407683 45022 IMNAHA COURT FREMONT CA 94539 Primary SFR 180 40.0 6.875 4/1/99 3/1/14
27409390 18980 GREENBROOK CO SARATOGA CA 95070 Primary SFR 180 49.3 7.125 4/1/99 3/1/14
27439843 2219 WEST RIDGE DRIV SUTTER CA 95982 Primary SFR 180 80.0 6.75 4/1/99 3/1/14
27446566 7115N WILDER ROAD PHOENIX AZ 85021 Primary SFR 180 80.0 6.375 3/1/99 2/1/14
27457282 683 SPRUCE DRIVE SUNNYVALE CA 94086 Primary SFR 180 50.6 7.125 3/1/99 2/1/14
27497056 15 SEKI COURT REDWOOD CIT CA 94062 Primary PUD 180 52.4 6.875 4/1/99 3/1/14
27499029 3833 GOODLAND AVENUE STUDIO CITY CA 91604 Primary SFR 180 51.6 7 3/1/99 2/1/14
27505122 301E LANDING WILLIAMSBUR VA 23185 Primary PUD 180 74.5 6.75 3/1/99 2/1/14
27505551 12821 STARDELL STREET WHITTIER CA 90601 Primary SFR 180 80.0 6.375 3/1/99 2/1/14
27510478 507 QUAKER BOTTOM R SPARKS MD 21152 Primary SFR 120 41.0 7 3/1/99 2/1/09
27512938 1026 PHOENIX COURT MILPITAS CA 95035 Primary PUD 180 79.8 7 4/1/99 3/1/14
27513357 3920 LAKEMEAD WAY REDWOOD CIT CA 94062 Primary SFR 180 49.6 7.125 3/1/99 2/1/14
27515493 5460 & 5450 SO.HIGHW ELK CA 95432 Secondary SFR 180 79.4 6.75 3/1/99 2/1/14
27543735 11 GLEN DRIVE MILL VALLEY CA 94941 Primary SFR 180 43.4 6.875 3/1/99 2/1/14
27544022 120 HAPPY ACRES ROA LOS GATOS CA 95032 Primary SFR 180 47.4 6.75 4/1/99 3/1/14
27545706 161 LILLIANA DRIVE PALM SPRING CA 92264 Secondary SFR 180 66.7 7 3/1/99 2/1/14
27546902 528 SAIL POINT WAY COLUMBIA SC 29212 Primary SFR 180 67.3 6.75 3/1/99 2/1/14
27547876 6131 MORNINGSIDE DRI HUNTINGTON CA 92648 Primary SFR 180 59.7 6.625 3/1/99 2/1/14
27548189 1602 SANTA ROSA AVEN GLENDALE CA 91208 Primary SFR 180 72.0 6.5 3/1/99 2/1/14
27548346 4084 WINTERWOOD COUR MOOR PARK CA 93021 Primary PUD 180 64.7 6.75 3/1/99 2/1/14
27549757 4815 ALHAMBRA CIR CORAL GABLE FL 33146 Primary SFR 180 75.0 6.875 3/1/99 2/1/14
27550631 2245S PINNACLE CIRCLE PALM HARBOR FL 34684 Primary SFR 180 78.3 7.25 3/1/99 2/1/14
27551266 34 COLLINS STREE SAN FRANSIC CA 94118 Primary Condo 180 57.6 6.875 3/1/99 2/1/14
27554120 11 ST. ANDREWS HIL PITTSFORD NY 14534 Primary SFR 180 72.1 6.75 4/1/99 3/1/14
27554161 15153 MULHOLLAND DRIV SHERMAN OAK CA 90077 Primary SFR 180 48.2 6.75 3/1/99 2/1/14
27555655 8189 MEEKS BAY AVENU TAHOMA CA 96142 Secondary SFR 180 45.6 6.5 4/1/99 3/1/14
27560069 17553 MONDINO DRIVE ROWLAND HEI CA 91748 Primary SFR 180 64.3 6.625 3/1/99 2/1/14
27562545 134 LEAL WAY FREMONT CA 94539 Primary PUD 180 64.6 7 3/1/99 2/1/14
27562560 45 SERENA LANE DANVILLE CA 94526 Primary PUD 180 69.1 6.375 3/1/99 2/1/14
27565456 23 LA FOND LANE ORINDA CA 94563 Primary SFR 180 44.7 6.875 3/1/99 2/1/14
27568492 153 SHORELAND DR OSPREY FL 34229 Primary SFR 180 55.1 6.875 3/1/99 2/1/14
27569680 1031 LAVENDER LANE LA CANADA F CA 91011 Primary SFR 180 57.5 6.375 3/1/99 2/1/14
27569722 1121 FRESNO AVENUE BERKELEY CA 94707 Primary SFR 180 55.2 6.75 3/1/99 2/1/14
27572775 3002 YORKSHIRE WAY ROWLAND HEI CA 91748 Primary PUD 180 70.0 6.75 3/1/99 2/1/14
27575653 6 OYSTER CATCHER WILMINGTON NC 28405 Secondary PUD 180 50.0 6.875 3/1/99 2/1/14
27579044 8 FRONT LIGHT WAL DAUFUSKIE I SC 29915 Primary PUD 180 38.2 6.75 3/1/99 2/1/14
27582451 4108 CRICKET LANE DURHAM NC 27707 Primary SFR 180 45.0 6.75 3/1/99 2/1/14
27587211 2438 DEL PRADO LA VERNE CA 91750 Primary PUD 180 68.7 6.25 3/1/99 2/1/14
27587641 1073 SAINT FRANCIS D CONCORD CA 94521 Primary SFR 180 67.4 7 3/1/99 2/1/14
27591130 2060 WINDWARD POINT DISCOVERY B CA 94514 Primary SFR 180 75.0 6.625 3/1/99 2/1/14
27595917 1008S 8TH AVE ARCADIA CA 91006 Primary SFR 180 66.3 6.875 4/1/99 3/1/14
27599075 44173 OWL PLACE FREMONT CA 94539 Primary SFR 180 45.0 6.75 3/1/99 2/1/14
27599463 177 PACIFIC COURT MARINA CA 93933 Primary SFR 180 80.0 6.875 3/1/99 2/1/14
27601020 23635 SKYVIEW TER LOS GATOS CA 95033 Primary SFR 180 69.8 6.5 3/1/99 2/1/14
27602879 1482 BEDFORD ROAD SAN MARINO CA 91108 Primary SFR 180 46.7 6.75 3/1/99 2/1/14
27604750 202 CYPRESS COURT WACO TX 76712 Primary SFR 180 90.0 6.5 3/1/99 2/1/14
27605054 9716 WILD OAK DR WINDERMERE FL 32786 Primary PUD 180 70.0 6.875 3/1/99 2/1/14
27605732 6013 RIVERVIEW WAY HOUSTON TX 77057 Primary PUD 180 58.6 6.5 3/1/99 2/1/14
27607423 15445 SADDLEBACK RD SANTA CLARI CA 91351 Primary PUD 180 63.0 7.25 3/1/99 2/1/14
27608215 843 HOBART STREET MENLO PARK CA 94025 Primary SFR 180 59.6 6.75 3/1/99 2/1/14
27608439 1131 TELLEM DRIVE PACIFIC PAL CA 90272 Primary SFR 180 70.1 6.875 4/1/99 3/1/14
27610179 6625 OLDE ATLANTA PA SUWANEE GA 30024 Primary PUD 180 75.0 6.625 3/1/99 2/1/14
27610740 9806 GRANT LINE RO ELK GROVE CA 95624 Primary SFR 180 69.5 6.875 3/1/99 2/1/14
27614791 1724 EOLUS AVENUE ENCINITAS CA 92024 Primary SFR 180 69.0 7 3/1/99 2/1/14
27619097 12534 SUMNER DRIVE SARATOGA CA 95070 Primary SFR 180 36.0 6.625 3/1/99 2/1/14
27619493 14 SILVER EAGLE RO ROLLING HIL CA 90274 Primary SFR 180 54.6 6.625 3/1/99 2/1/14
27620210 3128 AMHERST AVENUE UNIVERSITY TX 75225 Primary SFR 180 55.3 6.75 3/1/99 2/1/14
27622364 6 OAK KNOLL WAY ORMOND BEAC FL 32174 Primary PUD 180 69.3 6.375 3/1/99 2/1/14
27624857 928 NEWPORT STREET DENVER CO 80220 Primary SFR 180 75.0 6.625 3/1/99 2/1/14
27625912 3754 PINCKNEY ISLAND JACKSONVILL FL 32224 Primary PUD 180 74.8 6.75 3/1/99 2/1/14
27626472 13204 SHAW COURT LA MIRADA CA 90638 Primary PUD 180 80.0 7 5/1/99 4/1/14
27627215 9475E LARKSPUR DRIVE SCOTTSDALE AZ 85260 Primary SFR 180 61.7 7 3/1/99 2/1/14
27627587 2231 LIANE LANE SANTA ANA CA 92705 Primary SFR 180 60.1 7 3/1/99 2/1/14
27630961 1310 MILLBRAE AVE MILLBRAE CA 94030 Primary SFR 180 31.7 6.375 3/1/99 2/1/14
27632140 371 CHERRY AVENUE LOS ALTOS CA 94022 Primary SFR 180 59.3 6.75 3/1/99 2/1/14
27633684 3720 CANYON CREST ALTADENA CA 91001 Primary SFR 180 53.6 6.875 3/1/99 2/1/14
27635481 14995 FRUITVALE AVENU SARATOGA CA 95070 Primary SFR 180 33.7 7 3/1/99 2/1/14
27636646 280 CALIFORNIA TERR PASADENA CA 91105 Primary SFR 180 32.0 6.75 3/1/99 2/1/14
27641182 964 SAIGON ROAD MCLEAN VA 22102 Primary SFR 180 32.1 6.875 3/1/99 2/1/14
27641281 1509 JUARCEYS COURT SAN JOSE CA 95120 Primary SFR 180 54.3 6.75 3/1/99 2/1/14
27643584 SEA ISLAND DR, SEA ISLAND GA 31561 Secondary SFR 180 45.0 6.625 3/1/99 2/1/14
27645274 420 FIRST AVENUE HALF MOON B CA 94019 Primary SFR 180 43.5 6.875 3/1/99 2/1/14
27645332 623 CORNWALLIS LANE FOSTER CITY CA 94404 Primary SFR 180 43.4 7.125 3/1/99 2/1/14
27648260 2246 MILTON ROAD CHARLOTTESV VA 22902 Primary SFR 180 56.0 6.75 4/1/99 3/1/14
27656206 2607 MARIA ANNA RD AUSTIN TX 78703 Primary SFR 180 64.2 6.75 4/1/99 3/1/14
27656990 57 PALMORR PLACE BRISTOL CT 6010 Primary SFR 180 72.9 6.75 3/1/99 2/1/14
27659531 3694 DEER TRAIL DRIV DANVILLE CA 94506 Primary SFR 180 58.8 6.5 3/1/99 2/1/14
27668839 1104 CHARLES STREET FREDERICKSB VA 22401 Primary SFR 180 86.9 7 4/1/99 3/1/14
27669316 14221 92ND ST SE SNOHOMISH WA 98290 Primary SFR 180 59.1 6.75 4/1/99 3/1/14
27673839 1216 OLD MILL ROAD SAN MARINO CA 91108 Primary SFR 180 47.6 7 3/1/99 2/1/14
27673938 545 VENTURA AVE SAN MATEO CA 94403 Primary SFR 180 52.2 7 3/1/99 2/1/14
27675339 1 CORDOBA CT PALM COAST FL 32137 Primary PUD 180 57.9 6.875 3/1/99 2/1/14
27676386 125 VIA PASQUAL REDONDO BEA CA 90277 Primary SFR 180 59.6 6.625 3/1/99 2/1/14
27676543 19 ROCKWREN IRVINE CA 92604 Primary PUD 180 47.9 6.5 3/1/99 2/1/14
27678226 1235 MAYBERRY LANE SAN JOSE CA 95131 Primary SFR 180 80.0 7 3/1/99 2/1/14
27678887 1777 DOLORES DRIVE SAN JOSE CA 95125 Primary SFR 180 62.2 6.625 3/1/99 2/1/14
27679679 293S BEVERLY GLEN BL LOS ANGELES CA 90024 Primary SFR 180 46.1 6.625 4/1/99 3/1/14
27681006 5112NW67TH AVENUE LAUDERHILL FL 33319 Primary SFR 180 79.7 6.875 4/1/99 3/1/14
27681089 2024 FALCON RIDGE DR PETALUMA CA 94954 Primary SFR 180 64.6 6.75 3/1/99 2/1/14
27681949 116 WILLIAMS LANDIN FOSTER CITY CA 94404 Primary PUD 180 70.0 7 3/1/99 2/1/14
27685320 2029 SKYLINE DRIVE MILPITAS CA 95035 Primary SFR 180 62.7 6.875 4/1/99 3/1/14
27685932 2070 FASANA ROAD YORK SC 29732 Secondary SFR 180 76.2 6.875 5/1/99 4/1/14
27686831 5100 LIGHTHOUSE DR FLOWER MOUN TX 75028 Primary PUD 180 66.7 6.875 3/1/99 2/1/14
27691146 14 SELSED GARTH LUTHERVILLE MD 21093 Primary PUD 180 69.1 7 4/1/99 3/1/14
27692094 6219 LAKEHURST AVE DALLAS TX 75230 Primary SFR 180 37.5 6.625 3/1/99 2/1/14
27693431 5003 TIMBER CIRCLE D MCKINNEY TX 75070 Primary PUD 180 80.0 6.875 4/1/99 3/1/14
27695543 4965 CASA DRIVE TARZANA CA 91356 Primary SFR 180 50.6 6.625 4/1/99 3/1/14
27697911 9208 BENTGRASS LANE KNOXVILLE TN 37922 Primary PUD 180 60.2 6.75 4/1/99 3/1/14
27698521 25 BINNACLE LANE FOSTER CITY CA 94404 Primary PUD 180 74.8 6.375 3/1/99 2/1/14
27701747 44330 SIOUX TERRACE FREMONT CA 94539 Primary SFR 180 70.0 6.75 4/1/99 3/1/14
27707017 2001 14TH STREET ENCINITAS CA 92024 Primary SFR 180 68.1 7 4/1/99 3/1/14
27709666 2020 GOLDENROD LANE SAN RAMON CA 94583 Primary SFR 180 68.6 6.875 3/1/99 2/1/14
27709799 320 COUNTY ROAD WOODSIDE CA 94062 Primary SFR 180 42.5 6.875 4/1/99 3/1/14
27711019 44 STUART COURT LOS ALTOS CA 94022 Primary SFR 180 68.3 7 3/1/99 2/1/14
27715705 4509 TOBIAS AVENUE SHERMAN OAK CA 91403 Primary SFR 180 67.8 6.625 3/1/99 2/1/14
27716018 5805 RANCH VIEW RD OCEANSIDE CA 92057 Primary SFR 180 70.0 6.875 4/1/99 3/1/14
27716265 1061- 1063 FRANCISCO SAN FRANCIS CA 94109 Primary SFR 180 40.1 6.75 4/1/99 3/1/14
27716554 6630 MANLEY LANE BRENTWOOD TN 37027 Primary SFR 180 79.4 6.5 4/1/99 3/1/14
27716869 422S LAS PALMAS AVEN LOS ANGELES CA 90020 Primary SFR 180 47.1 6.5 3/1/99 2/1/14
27717529 513 AVOCADO CREST LA HABRA HE CA 90631 Primary SFR 180 52.9 7 3/1/99 2/1/14
27719012 12667 CHEVERLY COURT SARATOGA CA 95070 Primary SFR 180 57.2 6.5 3/1/99 2/1/14
27719525 4132 WILLMAR DRIVE PALO ALTO CA 94306 Primary SFR 180 51.9 6.75 3/1/99 2/1/14
27721422 1045 LYNNWOOD BLVD NASHVILLE TN 37215 Primary SFR 180 61.4 6.625 4/1/99 3/1/14
27721539 5306 SURREY CIRCLE DALLAS TX 75209 Primary SFR 180 72.1 6.75 4/1/99 3/1/14
27721794 113 GRAYS CREEK COU SAVANNAH GA 31410 Primary PUD 180 73.1 6.5 4/1/99 3/1/14
27722537 6027 NW77 TERRACE PARKLAND FL 33067 Primary SFR 180 75.0 6.875 4/1/99 3/1/14
27722560 27110 SOBOBA STREET HEMET CA 92544 Primary SFR 180 74.4 7 4/1/99 3/1/14
27722628 3249 MORRIS DRIVE PALO ALTO CA 94303 Primary SFR 180 49.1 6.75 4/1/99 3/1/14
27723113 2402 CROSS STREET RIVERSIDE CA 92504 Primary SFR 180 79.0 6.375 4/1/99 3/1/14
27723519 2501 CLEARVIEW DRIVE LAS CRUCES NM 88011 Primary SFR 180 78.5 7 4/1/99 3/1/14
27723618 5835 PINETREE DRIVE MIAMI BEACH FL 33140 Primary SFR 180 55.2 6.875 4/1/99 3/1/14
27723717 924 HOLLY ROAD BELMONT CA 94002 Primary SFR 180 75.0 7 3/1/99 2/1/14
27724889 935 PLYMOUTH ROAD ATLANTA GA 30306 Primary SFR 180 70.0 6.625 4/1/99 3/1/14
27725217 203 CASSIDY COURT GEORGETOWN TX 78628 Primary SFR 180 59.5 6.75 5/1/99 4/1/14
27725928 301 DRAEGER DRIVE MORAGA CA 94556 Primary SFR 180 51.6 6.5 4/1/99 3/1/14
27726090 10445 10445B TUXFORD SUN VALLEY CA 91352 Primary 2-Family 180 79.1 6.875 4/1/99 3/1/14
27726371 12921 BUCKEYE DARNESTOWN MD 20878 Primary SFR 180 76.2 6.125 4/1/99 3/1/14
27728575 20654 GARDENSIDE CI CUPERTINO CA 95014 Primary PUD 180 80.0 6.875 4/1/99 3/1/14
27728906 330 DEWPOINT LANE ALPHARETTA GA 30022 Primary SFR 180 67.6 6.625 4/1/99 3/1/14
27729276 3822 WOODY GROVE L CHARLOTTE NC 28210 Primary SFR 180 69.3 6.625 5/1/99 4/1/14
27729813 18152 STRATFORD CIRCL VILLA PARK CA 92861 Primary SFR 180 70.0 6.5 4/1/99 3/1/14
27730662 878 MONTEVINO DRIVE PLEASANTON CA 94566 Primary SFR 180 61.4 6.875 4/1/99 3/1/14
27730779 19830E SADDLE RIDGE WALNUT CA 91789 Primary SFR 180 69.5 6.25 4/1/99 3/1/14
27731306 10 ENCLAVE COURT COLUMBIA SC 29223 Primary PUD 180 66.7 6.875 4/1/99 3/1/14
27731421 26001 KENDRA LANE HAYWARD CA 94541 Primary PUD 180 68.1 7 4/1/99 3/1/14
27733872 13187 VIA RANCHERO SARATOGA CA 95070 Primary SFR 180 42.8 6.875 4/1/99 3/1/14
27736628 362 CAMERON CIR SAN RAMON CA 94583 Primary SFR 180 58.6 6.5 4/1/99 3/1/14
27737451 18322E JOCOTAL AVE VILLA PARK CA 92861 Primary SFR 180 56.7 6.375 4/1/99 3/1/14
27739606 1813 CASTENADA DRIVE BURLINGAME CA 94010 Primary SFR 180 54.5 7 4/1/99 3/1/14
27739929 10394 ORANGE AVENUE CUPERTINO CA 95014 Primary SFR 180 73.8 6.75 4/1/99 3/1/14
27739986 291 EL PINTO DANVILLE CA 94526 Primary SFR 180 38.3 7 4/1/99 3/1/14
27742709 1411 CANTERA COURT PEBBLE BEAC CA 93953 Primary SFR 180 47.5 6.875 3/1/99 2/1/14
27742998 1704 AVENIDA LA PO ENCINITAS CA 92024 Primary PUD 180 66.7 6.875 4/1/99 3/1/14
27743038 1664 FINCH WAY SUNNYVALE CA 94087 Primary SFR 180 57.8 7.125 4/1/99 3/1/14
27743111 1479 YUKON DRIVE SUNNYVALE CA 94087 Primary SFR 180 68.4 7 3/1/99 2/1/14
27743541 975 MACADAMIA DR HILLSBOROUG CA 94010 Primary SFR 180 16.2 7 4/1/99 3/1/14
27743764 11703 WESTSHORE COURT CUPERTINO CA 95014 Primary SFR 180 45.9 6.875 4/1/99 3/1/14
27744556 4039 SUMAC DRIVE SHERMAN OAK CA 91403 Primary SFR 180 50.2 6.625 4/1/99 3/1/14
27744952 1355 PORTMARNOCK DRI ALPHARETTA GA 30005 Primary PUD 180 62.4 6.5 4/1/99 3/1/14
27745421 1829 AVENIDA FLORE ENCINITAS CA 92024 Primary SFR 180 69.4 6.875 4/1/99 3/1/14
27745439 1414 BERNIE LANE ALAMO CA 94507 Primary SFR 180 61.6 6.875 4/1/99 3/1/14
27745850 7820 CREEKLINE DRIVE CUPERTINO CA 95014 Primary SFR 180 31.0 6.875 4/1/99 3/1/14
27746122 1348 HEARST DRIVE PLEASANTON CA 94566 Primary SFR 180 53.8 6.625 4/1/99 3/1/14
27746296 47736 AVALON HEIGHTS FREMONT CA 94539 Primary PUD 180 63.2 6.625 4/1/99 3/1/14
27746783 123 ELDRIDGE AVE MILL VALLEY CA 94941 Primary SFR 180 63.0 6.625 4/1/99 3/1/14
27746882 15 RAY COURT ALAMO CA 94507 Primary SFR 180 45.9 6.625 4/1/99 3/1/14
27746981 6030 CARDENO DRIVE LA JOLLA CA 92037 Primary SFR 180 47.6 6.375 4/1/99 3/1/14
27746999 953 CRATER CAMP DRI CALABASAS CA 91302 Primary SFR 180 68.9 6.375 4/1/99 3/1/14
27748722 228 WATEREE AVENUE COLUMBIA SC 29205 Primary SFR 180 64.2 6.375 4/1/99 3/1/14
27748961 3408 34TH PLACE NW WASHINGTON DC 20016 Primary SFR 180 47.1 6.25 4/1/99 3/1/14
27749050 1037 BEECH GROVE ROA BRENTWOOD TN 37027 Primary SFR 180 67.6 6.875 4/1/99 3/1/14
27749654 260E STRAWBERRY DR MILL VALLEY CA 94941 Primary SFR 180 44.7 6.75 4/1/99 3/1/14
27749811 408 SAN ANDREAS DRI NOVATO CA 94945 Primary SFR 180 70.5 6.75 4/1/99 3/1/14
27750405 731 N RANCHO DR LONG BEACH CA 90815 Primary SFR 180 46.6 6.625 4/1/99 3/1/14
27750686 13590 SUMMIT CIRCLE POWAY CA 92064 Primary SFR 180 45.2 6.75 4/1/99 3/1/14
27750801 10397 AMISTAD COURT CUPERTINO CA 95014 Primary SFR 180 62.3 6.75 4/1/99 3/1/14
27750868 8571 OXLEY CIRCLE HUNTINGTON CA 92646 Primary SFR 180 77.5 7 4/1/99 3/1/14
27752278 119 VICTORIA BAY CO PALM BEACH FL 33418 Secondary PUD 180 80.0 6.875 4/1/99 3/1/14
27752583 200 H STREET SAN RAFAEL CA 94901 Primary SFR 180 45.4 6.625 4/1/99 3/1/14
27752609 149 AGNEW ROAD MOORESVILLE NC 28117 Primary SFR 180 80.0 6.625 4/1/99 3/1/14
27752849 421 CROCKER ROAD SACRAMENTO CA 95864 Primary SFR 180 68.4 6.5 4/1/99 3/1/14
27752989 47 ELIZABETH CIR LARKSPUR CA 94904 Primary SFR 180 63.5 6.5 4/1/99 3/1/14
27753367 18820 BELLGROVE CIRCL SARATOGA CA 95070 Primary SFR 180 26.1 6.875 4/1/99 3/1/14
27753474 7383 BAINBRIDGE CT ROSEVILLE CA 95746 Primary SFR 180 75.0 6.75 4/1/99 3/1/14
27754548 147 MENDOSA AVENUE SAN FRANCIS CA 94116 Primary SFR 180 71.5 6.625 4/1/99 3/1/14
27754886 5023 SWBERMUDA WAY PALM CITY FL 34990 Secondary PUD 180 76.9 6.75 5/1/99 4/1/14
27755248 555 RANCH ROAD TARPON SPRI FL 34689 Primary SFR 180 80.0 6.5 4/1/99 3/1/14
27757095 941 ASHEBROOKE TRAC MARIETTA GA 30068 Primary PUD 180 75.0 6.5 4/1/99 3/1/14
27757855 1853 CHEDWORTH LANE STONE MOUNT GA 30087 Primary SFR 180 73.3 6.5 4/1/99 3/1/14
27758234 7464 FALLENLEAF LA CUPERTINO CA 95014 Primary SFR 180 70.0 6.625 4/1/99 3/1/14
27758507 6358 GINGER DR EDEN PRAIRI MN 55346 Primary SFR 180 68.1 6.875 5/1/99 4/1/14
27758937 45536 CHEROKEE LANE FREMONT CA 94539 Primary SFR 180 68.9 6.75 4/1/99 3/1/14
27759307 4411 REGENTS COURT WESTLAKE VI CA 91361 Primary SFR 180 66.6 6.5 4/1/99 3/1/14
27759521 506 BROSIAN WAY SANTA BARBA CA 93109 Primary SFR 180 40.5 6.625 4/1/99 3/1/14
27759562 4169 ORIN COURT SAN JOSE CA 95124 Primary SFR 180 60.9 6.375 4/1/99 3/1/14
27759612 4657 GREEN VALLEY SUISUN CITY CA 94585 Primary SFR 180 60.7 6.625 4/1/99 3/1/14
27759893 15150 EL CAMINO GRAND SARATOGA CA 95070 Primary SFR 180 33.4 6.625 4/1/99 3/1/14
27761352 513 PASEO REFUGIO MILPITAS CA 95035 Primary SFR 180 47.7 6.875 4/1/99 3/1/14
27761386 331 PARROTT DRIVE SAN MATEO CA 94402 Primary SFR 180 52.3 6.625 4/1/99 3/1/14
27761782 8530 AVENIDA DE LA LA JOLLA CA 92037 Primary SFR 180 34.8 6.5 4/1/99 3/1/14
27762350 15314 SOBEY ROAD SARATOGA CA 95070 Primary SFR 180 36.9 6.5 4/1/99 3/1/14
27762368 15492 CHURCHILL DOW RANCHO SANT CA 92067 Primary PUD 180 53.0 6.875 4/1/99 3/1/14
27762921 1518 BELLEMEADE STRE SAN JOSE CA 95131 Primary SFR 180 80.0 6.75 4/1/99 3/1/14
27763077 63 JORDAN AVENUE SAN ANSELMO CA 94960 Primary SFR 180 69.5 6.875 4/1/99 3/1/14
27763119 10069 OAKLEAF PLACE CUPERTINO CA 95014 Primary SFR 180 57.0 6.625 4/1/99 3/1/14
27764695 401 PHILLIPS ROAD GREER SC 29650 Primary SFR 180 71.9 6.375 4/1/99 3/1/14
27766013 1595 KENSINGTON ROAD SAN MARINO CA 91108 Primary SFR 180 45.5 6.5 4/1/99 3/1/14
27768076 1 VANCE LANE LAFAYETTE CA 94549 Primary SFR 180 56.7 6.75 4/1/99 3/1/14
27768944 17429 LA BRISA RANCHO SANT CA 92067 Primary SFR 180 41.0 6.5 4/1/99 3/1/14
27769538 155 GIFFIN ROAD LOS ALTOS CA 94022 Primary SFR 180 50.4 6.875 4/1/99 3/1/14
27769777 3214 KIRBY LANE WALNUT CREE CA 94598 Primary SFR 180 77.0 6.375 4/1/99 3/1/14
27771070 24 COLONIAL COURT WICHITA KS 67207 Primary SFR 180 50.9 6.75 5/1/99 4/1/14
27771286 13981 FREMONT PINES L LOS ALTOS H CA 94022 Primary SFR 180 22.1 6.875 4/1/99 3/1/14
27772763 3802 CAMDEN FALLS CO GREENSBORO NC 27410 Primary PUD 180 75.0 6.5 5/1/99 4/1/14
27774546 2607 ACUNA COURT CARLSBAD CA 92009 Primary SFR 180 51.8 6.625 4/1/99 3/1/14
27775147 1354 GALANTI COURT PLEASANTON CA 94566 Primary SFR 180 36.1 6.75 4/1/99 3/1/14
27775378 18767 CABERNET DRIV SARATOGA CA 95070 Primary SFR 180 65.1 6.625 4/1/99 3/1/14
27776269 100 TARNHILL DRIVE FLATROCK NC 28731 Primary PUD 180 80.0 6.5 5/1/99 4/1/14
27777713 28 LONGFELLOW ROAD MILL VALLEY CA 94941 Primary SFR 180 50.4 6.875 5/1/99 4/1/14
27780758 1185 LOS TRANCOS ROA PORTOLA VAL CA 94028 Primary SFR 180 60.0 6.875 4/1/99 3/1/14
27781053 17562 MESA DRIVE SOUT PAUMA VALLE CA 92061 Primary SFR 180 72.8 6.625 5/1/99 4/1/14
27784511 29 TURTLE ROCK C TIBURON CA 94920 Primary SFR 180 23.0 6.625 4/1/99 3/1/14
27784727 2544 ARLOTTA PLACE PLEASANTON CA 94588 Primary SFR 180 57.0 6.375 4/1/99 3/1/14
27785641 6212 KINGSBRIDGE DRI OKLAHOMA CI OK 73162 Primary SFR 180 88.9 6.875 5/1/99 4/1/14
27786938 2745S STATE HWY FF SPRINGFIELD MO 65807 Primary SFR 180 64.2 6.75 4/1/99 3/1/14
27787852 1240 N PARK VICTORIA MILPITAS CA 95035 Primary SFR 180 80.0 6.375 4/1/99 3/1/14
27788231 4140 COLONEL VANDE MOUNT PLEAS SC 29464 Primary PUD 180 75.0 6.5 5/1/99 4/1/14
27794148 617E DILIDO DRIVE MIAMI BEACH FL 33139 Primary SFR 180 23.3 6.625 5/1/99 4/1/14
27797943 1769 LAURENTIAN WAY SUNNYVALE CA 94087 Primary SFR 180 66.7 7 4/1/99 3/1/14
27798438 7975 SUNDERLAND DR CUPERTINO CA 95014 Primary SFR 180 60.5 6.75 4/1/99 3/1/14
27798503 3105 PROMONTORY WAY SAN JOSE CA 95135 Primary SFR 180 79.5 6.625 4/1/99 3/1/14
27802107 1601 POE AVENUE SULLIVANS I SC 29482 Secondary SFR 180 80.0 6.5 4/1/99 3/1/14
27802412 1096 KILDONAN DRIVE GLENDALE CA 91207 Primary SFR 180 69.7 6.5 4/1/99 3/1/14
27805787 5757 COLLINS AVENUE MIAMI BEACH FL 33140 Primary Condo 180 80.0 6.625 5/1/99 4/1/14
27806629 1240 RANCHO ENCINI ENCINITAS CA 92024 Primary SFR 180 60.0 6.625 4/1/99 3/1/14
27809938 771 CORONADO BOULEV SACRAMENTO CA 95864 Primary SFR 180 71.1 6.875 4/1/99 3/1/14
27813922 1560 SANTA BARBARA D DUNEDIN FL 34698 Primary SFR 180 68.6 6.875 4/1/99 3/1/14
27816040 3814 GLENEAGLES DRIV TARZANA CA 91356 Primary SFR 180 65.1 6.75 5/1/99 4/1/14
27818152 1760 OLIVETREE DR SAN JOSE CA 95131 Primary SFR 180 70.0 7 4/1/99 3/1/14
27818624 1033 EL SUR AVENUE ARCADIA CA 91006 Primary SFR 180 69.2 6.75 5/1/99 4/1/14
27819051 2456 SHARON OAKS DRI MENLO PARK CA 94025 Primary SFR 180 59.2 7 4/1/99 3/1/14
27825710 3527 BELLINGTON DRIV ORLANDO FL 32835 Primary PUD 180 79.9 6.5 4/1/99 3/1/14
27827229 471 30TH AVENUE SAN FRANCIS CA 94121 Primary SFR 180 63.1 6.25 4/1/99 3/1/14
27829530 1136 STERLING GATE SAN JOSE CA 95120 Primary SFR 180 43.8 6.875 4/1/99 3/1/14
27829985 246- 248 18TH AVENUE SAN FRANCIS CA 94121 Primary SFR 180 63.0 6.875 4/1/99 3/1/14
27831353 2316 CASABONA AVENUE BELMONT CA 94002 Primary SFR 180 56.3 6.875 4/1/99 3/1/14
27831361 1961 PORT TRINITY NEWPORT BEA CA 92660 Primary PUD 180 59.9 6.625 5/1/99 4/1/14
27833474 1001 MONTEREY VALL CHAPEL HILL NC 27516 Primary SFR 180 68.0 6.5 5/1/99 4/1/14
27833532 870 GLENVIEW COUR MILPITAS CA 95035 Primary SFR 180 44.6 6.75 4/1/99 3/1/14
27834035 1363 SUZANNE COURT SAN JOSE CA 95129 Primary SFR 180 66.8 6.75 4/1/99 3/1/14
27835750 3218 PARK HILLS DRIV AUSTIN TX 78746 Primary SFR 180 69.2 6.75 5/1/99 4/1/14
27839067 10800 RIDGEVIEW WA SAN JOSE CA 95127 Primary SFR 180 61.3 7.125 4/1/99 3/1/14
27839877 18968 BELLGROVE CIRCL SARATOGA CA 95070 Primary SFR 180 62.3 6.75 5/1/99 4/1/14
27842517 1681 LUCCA PLACE SAN JOSE CA 95138 Primary PUD 180 60.5 6.875 4/1/99 3/1/14
27843259 813 ROSINANTE RD EL PASO TX 79922 Primary PUD 180 74.6 6.5 5/1/99 4/1/14
27846898 14876 CLARA STREET LOS GATOS CA 95032 Primary SFR 180 64.3 7 5/1/99 4/1/14
27847078 16012 FLINTLOCK ROAD CUPERTINO CA 95014 Primary SFR 180 54.2 7 4/1/99 3/1/14
27848027 4702E BRADFORD AVENUE ORANGE CA 92867 Primary SFR 180 67.5 6.75 4/1/99 3/1/14
27852714 1091 VILLAGE LOOP GREENSBORO GA 30642 Secondary SFR 180 80.0 6.375 4/1/99 3/1/14
27853670 2221 VIA GUADALANA PALOS VERDE CA 90274 Primary SFR 180 45.5 6.875 5/1/99 4/1/14
27854215 3518 HOLLY SLOPE R ALTADENA CA 91001 Primary SFR 180 78.0 6.5 4/1/99 3/1/14
27854447 17206 AVENIDA DE LA PACIFIC PAL CA 90272 Primary SFR 180 71.5 6.5 5/1/99 4/1/14
27855311 423 COLGATE WAY SAN MATEO CA 94402 Primary SFR 180 50.0 6.75 4/1/99 3/1/14
27856632 1532 KINGSGATE DRIVE SUNNYVALE CA 94087 Primary SFR 180 59.4 6.75 4/1/99 3/1/14
27857457 460 CHESHIRE FARM ST LOUIS MO 63141 Primary SFR 180 53.7 6.75 4/1/99 3/1/14
27864545 2140 VIZCAYA CIRCL SAN JOSE CA 95124 Primary SFR 180 53.0 7.125 5/1/99 4/1/14
27865849 11000 MORA DRIVE LOS ALTOS CA 94024 Primary SFR 180 30.5 6.75 4/1/99 3/1/14
27865971 12 CRAMDEN DRIVE MONTEREY CA 93940 Primary SFR 180 61.0 7 4/1/99 3/1/14
27869643 4610 NOELINE AVENUE ENCINO CA 91436 Primary SFR 180 34.8 6.875 4/1/99 3/1/14
27870328 5847 AMAPOLA DRIVE SAN JOSE CA 95129 Primary SFR 180 55.8 7 4/1/99 3/1/14
27872530 950 OAK RIDGE ROAD LOS GATOS CA 95030 Primary SFR 180 49.2 6.875 4/1/99 3/1/14
27893023 139 SAN PABLO AVENU SAN FRANCIS CA 94127 Primary SFR 180 43.3 7 5/1/99 4/1/14
27898006 21 CASTLEWOOD DR PLEASANTON CA 94566 Primary SFR 180 41.0 7 5/1/99 4/1/14
27904457 388 CHAD DRIVE MILPITAS CA 95035 Primary SFR 180 75.0 6.875 5/1/99 4/1/14
27909035 620 AVENUE A REDONDO BEA CA 90277 Primary SFR 180 45.3 6.875 5/1/99 4/1/14
</TABLE>
<TABLE>
<CAPTION>
LOAN# PANDI SCHPTD ORIG BAL ACT BALANCE SCH BALANCE PURP DOC APPRAISAL RTRM CLTV
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
22018345 4424.55 4/1/99 500000 478547.86 478547.86 R/T REFI FULL/ALT 885000 177 54.1
22109185 2920.2 4/1/99 330000 322425.49 321318.93 PURCH FULL/ALT 690000 172 47.4
22219455 2654.73 4/1/99 300000 298060.1 298060.1 PURCH FULL/ALT 700000 178 45.9
22290662 2441.45 4/1/99 273750 270227.52 271115.7 C/O REFI FULL/ALT 365000 177 74.0
22320071 5923.53 4/1/99 680000 670966.14 670966.14 R/T REFI FULL/ALT 1100000 176 61.0
22373146 2961.77 4/1/99 340000 334338.49 334338.49 R/T REFI FULL/ALT 530000 175 63.1
22390462 5662.2 4/1/99 650000 641364.68 639176.54 C/O REFI FULL/ALT 975000 175 65.8
22394886 2852.88 4/1/99 327500 324245.67 324245.67 R/T REFI FULL/ALT 495000 177 65.5
22427470 3000.98 4/1/99 350000 345249.81 345249.81 R/T REFI FULL/ALT 700000 176 49.3
22440085 2409.17 4/1/99 272250 268709.21 267811.53 R/T REFI FULL/ALT 363000 175 74.0
22440333 3695.24 4/1/99 424200 421397.45 419984.78 R/T REFI FULL/ALT 660000 177 63.9
22440358 6108.65 4/1/99 532000 522051.83 518879.72 R/T REFI FULL/ALT 665000 117 78.5
22441406 4265.82 4/1/99 489700 486464.7 484833.9 R/T REFI FULL/ALT 700000 177 69.5
22441463 4028.01 4/1/99 462400 459345.07 457805.18 R/T REFI FULL/ALT 640000 177 71.8
22444301 3561.96 4/1/99 408900 406198.54 404836.82 R/T REFI FULL/ALT 585000 177 69.4
22445852 2654.73 4/1/99 300000 299032.77 298060.1 C/O REFI FULL/ALT 404000 178 74.1
22455158 3511.98 4/1/99 400000 398696.35 397385.51 C/O REFI FULL/ALT 780000 178 51.1
22460588 7491.58 4/1/99 840000 834626.49 831916.62 R/T REFI FULL/ALT 1200000 177 69.6
22461370 3468.88 4/1/99 380000 376459.56 376459.56 R/T REFI FULL/ALT 590000 177 63.8
22463301 2368.02 4/1/99 267600 264997.11 264997.11 R/T REFI FULL/ALT 800000 177 33.2
22463715 2336.17 4/1/99 264000 261604.64 260740 R/T REFI FULL/ALT 950000 178 27.5
22469530 4354.85 4/1/99 496000 491123.62 489480.18 R/T REFI FULL/ALT 620000 176 79.2
22483770 2532.87 4/1/99 284000 281266.06 280344.61 R/T REFI FULL/ALT 310000 176 90.7
22488282 2597.62 4/1/99 289000 287171.1 286248.64 R/T REFI FULL/ALT 420000 177 68.4
22511307 4316.58 4/1/99 484000 479342.43 477772.08 R/T REFI FULL/ALT 655000 176 73.2
22517817 2140.46 4/1/99 240000 237690.43 237690.43 R/T REFI FULL/ALT 300000 177 79.2
22535025 2492.85 4/1/99 275200 272608.12 272608.12 R/T REFI FULL/ALT 900000 177 30.3
22538813 4258.65 4/1/99 473800 468638.91 468638.91 R/T REFI FULL/ALT 2000000 177 23.4
22544407 2359.75 4/1/99 258500 255279.02 255279.02 R/T REFI FULL/ALT 400000 176 63.8
22556542 2501.89 4/1/99 278350 275700.06 275700.06 PURCH FULL/ALT 293000 177 94.1
22576540 2235.59 4/1/99 246800 245255 244475.61 PURCH FULL/ALT 310000 177 79.4
22578546 2041.5 4/1/99 240000 237537.97 237537.97 C/O REFI FULL/ALT 365000 177 65.1
22590087 3622.71 4/1/99 406200 403365.34 403365.34 R/T REFI FULL/ALT 640000 178 63.1
22591499 2629.52 4/1/99 292550 290698.66 289764.88 PURCH FULL/ALT 376000 177 79.5
22592208 2654.73 4/1/99 300000 297057.29 297057.29 PURCH FULL/ALT 620000 178 48.5
22593529 933.83 4/1/99 107200 106491.76 106134.76 PURCH FULL/ALT 138000 177 78.9
22593818 2898.53 4/1/99 325000 322563.96 321513.45 R/T REFI FULL/ALT 430000 177 75.0
22596720 3300 4/1/99 361500 359261.38 358131.92 R/T REFI FULL/ALT 524000 177 68.6
22598312 2539.69 4/1/99 287000 285144.17 284208.42 R/T REFI FULL/ALT 455000 177 62.7
22600266 3629.85 4/1/99 407000 404355.99 403042.76 R/T REFI FULL/ALT 760000 177 53.3
22600746 3072.98 4/1/99 350000 347712.32 346559 C/O REFI FULL/ALT 700000 177 49.7
22600845 3350.83 4/1/99 372800 368069.24 368069.24 R/T REFI FULL/ALT 630000 177 58.4
22601207 2229.64 4/1/99 250000 248400.73 247594.22 PURCH FULL/ALT 353000 177 73.9
22603906 2211.8 4/1/99 248000 246413.53 245613.47 PURCH FULL/ALT 310000 177 79.5
22603955 2412.02 4/1/99 270450 268719.92 267847.44 R/T REFI FULL/ALT 350000 177 76.8
22606644 2565.15 4/1/99 281000 278658.07 277776.48 C/O REFI FULL/ALT 430000 177 64.8
22607626 3306.03 4/1/99 373600 369966.04 369966.04 PURCH FULL/ALT 473000 177 79.2
22608913 3141.43 4/1/99 355000 353855.45 353855.45 R/T REFI FULL/ALT 720000 179 49.1
22609879 4424.55 4/1/99 500000 496766.83 495136.59 PURCH FULL/ALT 1080000 177 46.0
22610786 3539.64 4/1/99 400000 398710.36 397413.47 PURCH FULL/ALT 860000 178 47.5
22611289 3575.03 4/1/99 404000 401387.61 400070.39 PURCH FULL/ALT 505000 177 79.5
22612147 4705.87 4/1/99 527650 522572.39 522572.39 R/T REFI FULL/ALT 1400000 177 37.3
22613160 7227.91 4/1/99 633000 625512.95 621738.39 R/T REFI FULL/ALT 1145000 117 54.6
22613533 2674.2 4/1/99 302200 299260.55 299260.55 PURCH FULL/ALT 384000 177 78.1
22615223 3061.71 4/1/99 338000 336945.17 335884.07 C/O REFI FULL/ALT 550000 178 61.3
22615967 3999.8 4/1/99 452000 449077.2 447603.46 C/O REFI FULL/ALT 660000 177 68.1
22617617 2682.1 4/1/99 298400 296511.64 295559.19 PURCH FULL/ALT 375000 177 79.5
22618573 3010.91 4/1/99 340250 338049.83 336940.45 R/T REFI FULL/ALT 462000 177 73.2
22618615 2479.36 4/1/99 278000 278000 277113.35 R/T REFI FULL/ALT 350000 179 79.4
22622229 2437.19 4/1/99 282000 280116.89 279167.82 C/O REFI FULL/ALT 440000 177 63.7
22622518 4307.66 4/1/99 483000 479910.23 478352.06 C/O REFI FULL/ALT 690000 177 69.6
22622658 3317.7 4/1/99 372000 369620.3 368420.22 PURCH FULL/ALT 465000 177 79.5
22622815 3121.49 4/1/99 350000 347761.04 347761.04 C/O REFI FULL/ALT 673000 178 51.7
22623102 3578.7 4/1/99 407600 403592.73 403592.73 R/T REFI FULL/ALT 515000 177 78.4
22623748 2818.73 4/1/99 313600 311251.83 310248.74 R/T REFI FULL/ALT 392000 177 79.4
22624738 2378.12 4/1/99 273000 271196.39 270287.25 R/T REFI FULL/ALT 347000 177 78.2
22625057 3460.39 4/1/99 388000 384266.28 384266.28 R/T REFI FULL/ALT 610000 177 63.0
22626824 2544.11 4/1/99 287500 285640.94 284703.56 R/T REFI FULL/ALT 416000 177 68.7
22627087 2696.48 4/1/99 300000 299053.52 298101.52 R/T REFI FULL/ALT 525000 178 57.0
22627434 4955.49 4/1/99 560000 554553 554553 R/T REFI FULL/ALT 1200000 177 46.2
22627509 2433.5 4/1/99 275000 273221.77 273221.77 R/T REFI FULL/ALT 425000 178 64.3
22627681 2177.42 4/1/99 248000 246379.03 245561.83 R/T REFI FULL/ALT 390000 177 63.2
22628044 2585.69 4/1/99 294500 292575.1 291604.67 R/T REFI FULL/ALT 390000 177 75.0
22629869 2875.96 4/1/99 325000 321838.78 321838.78 R/T REFI FULL/ALT 670000 177 48.0
22630321 5034.16 4/1/99 555750 553767.26 552021.09 R/T REFI FULL/ALT 700000 178 79.1
22632715 2853.83 4/1/99 322500 321460.23 320414.61 C/O REFI FULL/ALT 430000 178 74.8
22634182 4424.55 4/1/99 500000 497070.5 495441.97 R/T REFI FULL/ALT 1050000 178 47.3
22634372 2613.32 4/1/99 300000 297969.06 296969.74 R/T REFI FULL/ALT 375000 177 79.5
22634430 3138.83 4/1/99 357500 353985.28 353985.28 R/T REFI FULL/ALT 700000 177 50.6
22637219 5751.92 4/1/99 650000 643677.56 643677.56 PURCH FULL/ALT 904000 177 71.5
22637409 3722.51 4/1/99 410950 406177.39 404866.56 R/T REFI FULL/ALT 600000 177 67.7
22637953 2628.17 4/1/99 292400 289616.32 289616.32 PURCH FULL/ALT 385000 177 79.2
22638704 4459.95 4/1/99 504000 500546.44 498902.06 PURCH FULL/ALT 865000 177 79.5
22638837 3299.87 4/1/99 370000 366439.44 366439.44 R/T REFI FULL/ALT 490000 177 74.8
22639157 2665.59 4/1/99 306000 303978.36 303978.36 R/T REFI FULL/ALT 580000 178 52.5
22639207 4076.09 4/1/99 464250 461215.56 461215.56 PURCH FULL/ALT 840000 178 77.7
22639306 2761.51 4/1/99 309636 309636 308648.45 R/T REFI FULL/ALT 835000 179 37.1
22639355 2613.32 4/1/99 300000 297018.95 297018.95 C/O REFI FULL/ALT 429000 177 69.2
22641633 2566.24 4/1/99 290000 289065.01 288124.76 R/T REFI FULL/ALT 532000 178 54.3
22642730 4336.06 4/1/99 490000 488420.19 486831.49 R/T REFI FULL/ALT 1800000 178 27.1
22642847 3477.05 4/1/99 369000 367598.58 366189.27 R/T REFI FULL/ALT 560000 160 65.6
22643399 2536.33 4/1/99 280000 279126.17 278247.15 PURCH FULL/ALT 410000 178 69.8
22646459 3085.82 4/1/99 346000 343786.62 343786.62 PURCH FULL/ALT 440000 178 79.5
22646780 3121.49 4/1/99 350000 346631.93 345496.35 R/T REFI FULL/ALT 530000 177 65.4
22646814 2381.89 4/1/99 265000 264163.94 263323.01 R/T REFI FULL/ALT 467000 178 56.6
22646954 2720.16 4/1/99 305000 302748.9 301763.24 PURCH FULL/ALT 385000 177 79.4
22647820 2452.6 4/1/99 275000 271106.67 271106.67 PURCH FULL/ALT 375000 177 72.3
22649024 2654.73 4/1/99 300000 298060.1 297081.96 PURCH FULL/ALT 650000 177 45.9
22649040 3256.47 4/1/99 368000 364420.53 364420.53 R/T REFI FULL/ALT 460000 177 79.2
22651673 3464.42 4/1/99 391500 391500 390237.77 R/T REFI FULL/ALT 710000 179 55.1
22652325 5141.33 4/1/99 581000 577243.06 577243.06 R/T REFI FULL/ALT 830000 178 69.5
22655971 3775.08 4/1/99 420000 418674.92 417342.11 C/O REFI FULL/ALT 605000 178 69.2
22656029 2831.1 4/1/99 325000 322852.84 322852.84 PURCH FULL/ALT 528000 178 61.5
22656094 2675.56 4/1/99 300000 299043.19 298080.9 R/T REFI FULL/ALT 375000 178 79.7
22657308 2724.61 4/1/99 305500 303545.72 302560.17 R/T REFI FULL/ALT 490000 177 61.9
22658595 3252.05 4/1/99 367500 366315.14 365123.61 R/T REFI FULL/ALT 490000 178 74.8
22659296 2838.07 4/1/99 325800 322562.57 322562.57 R/T REFI FULL/ALT 445000 177 72.5
22659338 2526.21 4/1/99 290000 289044.62 288084.07 C/O REFI FULL/ALT 387000 178 74.7
22660260 2201.14 4/1/99 250700 249061.35 248235.24 R/T REFI FULL/ALT 280000 177 89.0
22663702 2920.2 4/1/99 330000 328936.05 327866.12 C/O REFI FULL/ALT 460000 178 71.5
22664213 3643.67 4/1/99 415000 415000 413647.48 R/T REFI FULL/ALT 765000 179 54.2
22665665 3145.9 4/1/99 350000 347586 346467.69 R/T REFI FULL/ALT 560000 177 62.1
22666721 3227.62 4/1/99 361900 356062.32 358417.42 R/T REFI FULL/ALT 475000 177 75.0
22666978 2804.54 4/1/99 321950 320889.36 319822.97 R/T REFI FULL/ALT 450000 178 71.3
22667463 3290.95 4/1/99 369000 367823.11 366639.48 R/T REFI FULL/ALT 685000 178 53.7
22668586 2675.56 4/1/99 300000 299043.19 298080.9 R/T REFI FULL/ALT 510000 178 58.6
22668602 2300.35 4/1/99 262000 257456.4 256577.42 R/T REFI FULL/ALT 455000 177 56.6
22669253 3450.52 4/1/99 393000 388928.51 387625.2 R/T REFI FULL/ALT 570000 177 68.2
22670061 2836.1 4/1/99 318000 316985.78 315965.74 R/T REFI FULL/ALT 600000 178 52.8
22670947 2969.31 4/1/99 335550 333380.23 332286.18 R/T REFI FULL/ALT 425000 177 78.5
22671044 3066.3 4/1/99 352000 349674.46 349674.46 PURCH FULL/ALT 460000 178 79.5
22671465 2538.3 4/1/99 293700 292595.45 291611.56 PURCH FULL/ALT 367200 178 79.7
22671945 4389.97 4/1/99 500000 496731.9 496731.9 PURCH FULL/ALT 700000 178 71.0
22672141 2588.63 4/1/99 288000 286591.37 285674.52 R/T REFI FULL/ALT 475000 178 60.3
22674907 2394.57 4/1/99 270600 269727.56 268850.21 R/T REFI FULL/ALT 410000 178 65.8
22675003 2787.64 4/1/99 320011 316473.74 316473.74 R/T REFI FULL/ALT 365000 178 86.7
22675177 2831.72 4/1/99 320000 317930.76 316887.4 R/T REFI FULL/ALT 400000 177 79.5
22677710 2587.92 4/1/99 292450 290558.92 289605.39 PURCH FULL/ALT 350000 177 87.3
22679401 3248.58 4/1/99 370000 367581.6 367581.6 R/T REFI FULL/ALT 500000 178 73.5
22679690 3985.41 4/1/99 443400 442001.09 440594.02 R/T REFI FULL/ALT 594000 178 74.4
22680318 2853.93 4/1/99 320000 318979.4 317952.96 C/O REFI FULL/ALT 740000 178 43.1
22680375 3014.47 4/1/99 338000 336921.99 335837.8 R/T REFI FULL/ALT 700000 178 48.1
22680995 2815.42 4/1/99 323200 321064.73 321064.73 R/T REFI FULL/ALT 775000 178 41.4
22681449 3508.67 4/1/99 396500 392643.31 392643.31 R/T REFI FULL/ALT 518000 177 75.8
22682215 3550.37 4/1/99 395000 389586.78 389586.78 R/T REFI FULL/ALT 590000 178 66.0
22682330 2820.65 4/1/99 323800 322733.27 321660.76 R/T REFI FULL/ALT 425000 178 75.9
22682488 2938.45 4/1/99 340000 338867.8 337729.59 PURCH FULL/ALT 430000 178 79.7
22683437 2264.88 4/1/99 260000 258118.63 258118.63 R/T REFI FULL/ALT 325000 178 79.4
22684609 2442.35 4/1/99 276000 275110.15 274215.29 R/T REFI FULL/ALT 345000 178 79.7
22685176 2796.31 4/1/99 316000 313956.65 312926.35 R/T REFI FULL/ALT 640000 177 49.1
22685242 5396.73 4/1/99 470000 467247.02 464478.55 R/T REFI FULL/ALT 925000 118 50.5
22686463 3288.39 4/1/99 377495 376251.37 375001.01 R/T REFI FULL/ALT 485000 178 77.6
22689053 2988.69 4/1/99 340400 338175.08 338175.08 PURCH FULL/ALT 490000 178 79.5
22689459 3097.18 4/1/99 350000 348871.57 347736.79 R/T REFI FULL/ALT 580000 178 60.2
22689772 2336.95 4/1/99 260000 260000 259179.72 R/T REFI FULL/ALT 490000 179 53.1
22689806 5355.77 4/1/99 610000 605012.9 605012.9 C/O REFI FULL/ALT 1200000 178 50.4
22689830 2645.99 4/1/99 303750 301743.22 300731.67 C/O REFI FULL/ALT 405000 177 74.5
22689939 5063.31 4/1/99 581250 577409.89 575474.22 PURCH FULL/ALT 814500 177 74.5
22690440 4181.32 4/1/99 480000 478418.68 476828.79 R/T REFI FULL/ALT 800000 178 59.8
22690903 2382.48 4/1/99 273500 271693.08 271693.08 C/O REFI FULL/ALT 380000 178 71.5
22691257 3235.78 4/1/99 360000 358864.22 357721.81 R/T REFI FULL/ALT 415000 178 86.5
22691331 2828.76 4/1/99 307500 305616.39 304665.9 R/T REFI FULL/ALT 440000 177 69.5
22692107 2501.82 4/1/99 287200 284346.12 283384.51 PURCH FULL/ALT 362000 176 79.2
22695035 5220.97 4/1/99 590000 588097.78 586184.86 R/T REFI FULL/ALT 790000 178 74.5
22702906 3702.21 4/1/99 425000 425000 423599.87 C/O REFI FULL/ALT 775000 179 54.8
22704167 2898.53 4/1/99 325000 323963.45 322920.96 PURCH FULL/ALT 776000 178 41.8
22706360 3170.83 4/1/99 364000 361595.18 361595.18 PURCH FULL/ALT 460000 178 79.5
22708887 3708.05 4/1/99 400000 398791.95 397576.35 PURCH FULL/ALT 500000 178 79.8
22710024 2415.81 4/1/99 273000 272119.82 272119.82 R/T REFI FULL/ALT 368000 179 74.0
22710297 3740.25 4/1/99 426000 424611.62 423215.58 R/T REFI FULL/ALT 1300000 178 32.7
22710453 2752.29 4/1/99 301500 301500 300569.27 PURCH FULL/ALT 335000 179 90.0
22710511 3116.88 4/1/99 355000 353843.02 353843.02 R/T REFI FULL/ALT 600000 179 59.0
22710743 3950.98 4/1/99 450000 448533.39 447058.69 R/T REFI FULL/ALT 600000 178 74.8
22711048 5654.58 4/1/99 639000 636939.8 634868.01 C/O REFI FULL/ALT 950000 178 67.1
22711055 2675.56 4/1/99 300000 299043.19 298080.9 PURCH FULL/ALT 385000 178 79.7
22711360 2394.67 4/1/99 274900 274900 273994.37 PURCH FULL/ALT 350000 179 78.5
22712103 3658.66 4/1/99 420000 418616.34 417225.19 PURCH FULL/ALT 540000 178 79.7
22712939 4146.47 4/1/99 476000 476000 474431.86 PURCH FULL/ALT 631500 179 80.0
22713127 4367.03 4/1/99 493500 491908.91 490308.87 R/T REFI FULL/ALT 650000 178 75.7
22714638 2654.73 4/1/99 300000 300000 299032.77 R/T REFI FULL/ALT 705000 179 42.6
22715320 2556.5 4/1/99 288900 287968.56 287031.88 R/T REFI FULL/ALT 445000 178 64.7
22715742 2550.71 4/1/99 286000 284170.44 284170.44 PURCH FULL/ALT 390000 178 79.5
22716666 2897.38 4/1/99 330000 330000 328924.5 C/O REFI FULL/ALT 550000 179 60.0
22716732 3919.99 4/1/99 450000 448517.51 447026.99 R/T REFI FULL/ALT 1050000 178 42.8
22716922 2857.87 4/1/99 325500 325500 324439.16 R/T REFI FULL/ALT 434000 179 75.0
22716963 3185.67 4/1/99 360000 357672.13 357672.13 C/O REFI FULL/ALT 750000 178 47.7
22717417 2717.86 4/1/99 312000 310972.14 310972.14 PURCH FULL/ALT 390000 179 79.7
22719355 3125.53 4/1/99 358800 358800 357617.97 PURCH FULL/ALT 468000 179 80.0
22720064 2639.89 4/1/99 296000 296000 295055.94 R/T REFI FULL/ALT 575000 179 51.5
22720718 3143.66 4/1/99 358050 356883.07 355709.7 R/T REFI FULL/ALT 456000 178 78.3
22723787 4529.16 4/1/99 500000 496869.92 496869.92 R/T REFI FULL/ALT 650000 178 76.4
22723845 2769.77 4/1/99 313000 310574.91 310574.91 R/T REFI FULL/ALT 720000 178 43.2
22724421 2775.01 4/1/99 311150 308708.29 308708.29 R/T REFI FULL/ALT 425000 178 72.6
22724843 2804.34 4/1/99 312000 312000 311015.66 R/T REFI FULL/ALT 347000 179 89.9
22725030 2458.39 4/1/99 280000 279087.44 278169.85 R/T REFI FULL/ALT 400000 178 69.8
22725741 5580.53 4/1/99 635600 631445.59 631445.59 R/T REFI FULL/ALT 1200000 178 52.7
22727291 4355.54 4/1/99 500000 496696.66 496696.66 PURCH FULL/ALT 827000 178 60.2
22727804 2273.13 4/1/99 258900 257207.77 257207.77 R/T REFI FULL/ALT 328000 178 78.4
22727929 5568.47 4/1/99 610000 608116.95 608116.95 C/O REFI FULL/ALT 900000 179 67.6
22729040 2265.37 4/1/99 256000 255174.63 255174.63 R/T REFI FULL/ALT 320000 179 79.7
22729305 5574.93 4/1/99 630000 627968.82 627968.82 R/T REFI FULL/ALT 965000 179 65.1
22730709 2587.89 4/1/99 294750 291852.18 290875.56 C/O REFI FULL/ALT 393000 176 74.3
22732101 2334.57 4/1/99 268000 267117.1 266229.41 R/T REFI FULL/ALT 387000 178 69.1
22732622 4090.11 4/1/99 358200 353963.24 356087.45 R/T REFI FULL/ALT 520000 119 68.1
22733018 2898.53 4/1/99 325000 323963.45 322920.96 R/T REFI FULL/ALT 430000 178 75.4
22734586 3545.41 4/1/99 407000 407000 405659.17 R/T REFI FULL/ALT 1500000 179 27.1
22736664 3731.52 4/1/99 418400 418400 417065.56 R/T REFI FULL/ALT 523000 179 80.0
22736763 5706.96 4/1/99 650000 650000 647881.58 R/T REFI FULL/ALT 1100000 179 59.1
22738892 3658.65 4/1/99 420000 420000 418616.35 R/T REFI FULL/ALT 640000 179 65.6
22738983 3484.43 4/1/99 400000 398508.02 397182.18 R/T REFI FULL/ALT 1200000 178 33.2
22740948 3982.09 4/1/99 450000 448549.16 448549.16 R/T REFI FULL/ALT 850000 179 52.8
22741078 2225.55 4/1/99 251500 251500 250689.14 R/T REFI FULL/ALT 330000 179 76.2
22742332 3444.79 4/1/99 386250 383779.14 382533.08 R/T REFI FULL/ALT 515000 177 74.5
22742795 3491.61 4/1/99 391500 390251.36 388995.57 C/O REFI FULL/ALT 522000 178 74.8
22743439 5052.42 4/1/99 580000 578089.25 578089.25 R/T REFI FULL/ALT 850000 179 68.0
22745814 3559.37 4/1/99 396000 394750.63 393493.97 PURCH FULL/ALT 500000 178 79.7
22746234 2729.07 4/1/99 306000 306000 305024.06 C/O REFI FULL/ALT 610000 179 50.2
22746325 2809.34 4/1/99 315000 313995.34 312984.93 R/T REFI FULL/ALT 561000 178 56.0
22746556 4076.79 4/1/99 468000 466458.21 466458.21 PURCH FULL/ALT 590000 179 79.7
22747521 3663.53 4/1/99 414000 414000 412665.22 R/T REFI FULL/ALT 630000 179 65.7
22748735 2508.72 4/1/99 283500 281666.8 281666.8 PURCH FULL/ALT 340000 178 89.4
22749154 2974.83 4/1/99 341500 341500 340374.96 C/O REFI FULL/ALT 820000 179 41.6
22749253 5574.09 4/1/99 625000 623006.64 621001.86 R/T REFI FULL/ALT 1563000 178 39.9
22749949 2966.68 4/1/99 346000 344835.4 344835.4 R/T REFI FULL/ALT 655000 179 52.6
22750335 2566.24 4/1/99 290000 288831.25 288831.25 C/O REFI FULL/ALT 660000 179 43.8
22751184 3056.02 4/1/99 340000 338927.31 338927.31 R/T REFI FULL/ALT 432000 179 78.5
22751275 2300.76 4/1/99 260000 259161.74 259161.74 PURCH FULL/ALT 415000 179 63.2
22751762 2675.57 4/1/99 300000 300000 299043.18 C/O REFI FULL/ALT 410000 179 73.2
22753115 4010.24 4/1/99 456750 456750 455261.4 R/T REFI FULL/ALT 630000 179 72.5
22756555 2875.96 4/1/99 325000 323952.17 323952.17 R/T REFI FULL/ALT 650000 179 49.8
22758452 2721.34 4/1/99 309950 308939.84 307924.11 PURCH FULL/ALT 390000 178 79.7
22759930 3432.96 4/1/99 391000 391000 389725.69 R/T REFI FULL/ALT 455000 179 85.9
22761746 3561.96 4/1/99 408900 405494.33 404128.8 PURCH FULL/ALT 515000 177 79.3
22767230 2439.1 4/1/99 280000 278150.13 277217.68 C/O REFI FULL/ALT 375000 177 74.2
22769335 4088.28 4/1/99 462000 462000 460510.47 R/T REFI FULL/ALT 619000 179 74.6
22773436 2554.96 4/1/99 293300 293300 292333.75 PURCH FULL/ALT 334000 179 90.0
22773733 4044.73 4/1/99 450000 448580.27 448580.27 C/O REFI FULL/ALT 725000 179 61.9
22775183 3123.74 4/1/99 353000 351861.89 351861.89 R/T REFI FULL/ALT 500000 179 70.4
22775266 2357.85 4/1/99 268550 268550 267674.77 C/O REFI FULL/ALT 440000 179 61.0
22775506 3893.6 4/1/99 440000 440000 438581.4 C/O REFI FULL/ALT 1000000 179 44.0
22778575 2543.64 4/1/99 292000 292000 291038.03 R/T REFI FULL/ALT 368000 179 79.3
22778591 3266.65 4/1/99 375000 375000 373764.6 C/O REFI FULL/ALT 510000 179 73.5
22778906 3097.18 4/1/99 350000 350000 348871.57 R/T REFI FULL/ALT 455000 179 76.9
22779573 4459.27 4/1/99 500000 498405.31 498405.31 R/T REFI FULL/ALT 850000 179 58.6
22781793 2201.25 4/1/99 254700 253851.84 253851.84 R/T REFI FULL/ALT 345000 179 73.6
22785323 2212.48 4/1/99 256000 256000 255147.52 R/T REFI FULL/ALT 440000 179 58.2
22785612 3660.48 4/1/99 407250 404672.8 403372.91 R/T REFI FULL/ALT 545000 177 74.3
22785695 5663.43 4/1/99 640000 635861.53 633774.82 C/O REFI FULL/ALT 2050000 177 31.0
22785794 2345.01 4/1/99 265000 263286.42 262422.4 C/O REFI FULL/ALT 380000 177 69.3
22785919 3172.86 4/1/99 353000 348766.11 347627.72 R/T REFI FULL/ALT 500000 177 69.8
22785992 5689.97 4/1/99 643000 635052.45 632934.65 C/O REFI FULL/ALT 1375000 176 46.2
22786032 1841.69 4/1/99 200200 195866.63 195866.63 PURCH FULL/ALT 295000 177 68.5
22787659 4285.82 4/1/99 495900 494248.65 494248.65 PURCH FULL/ALT 650000 179 79.7
22793996 3585.25 4/1/99 402000 400217.88 400217.88 R/T REFI FULL/ALT 625000 179 64.0
22795157 3361.1 4/1/99 392000 392000 390680.57 PURCH FULL/ALT 525000 179 80.0
22799233 3218.86 4/1/99 363750 362577.23 362577.23 C/O REFI FULL/ALT 485000 179 74.8
22799373 2411.38 4/1/99 272500 272500 271621.43 R/T REFI FULL/ALT 590000 179 46.2
22799647 3852.81 4/1/99 432000 432000 430622.19 R/T REFI FULL/ALT 570000 179 75.8
22802573 3972.25 4/1/99 456000 456000 454497.75 PURCH FULL/ALT 586000 179 80.0
22804512 4321.25 4/1/99 500000 500000 498335 R/T REFI FULL/ALT 890000 179 56.2
22805501 3097.19 4/1/99 350000 348871.56 347736.77 R/T REFI FULL/ALT 550000 178 63.4
22810618 3048.88 4/1/99 350000 350000 348846.95 PURCH FULL/ALT 500000 179 70.0
22814065 2764.75 4/1/99 310000 309011.29 309011.29 PURCH FULL/ALT 515000 179 61.0
22815054 2700.88 4/1/99 315000 315000 313939.75 PURCH FULL/ALT 390000 179 90.0
22815104 2467.16 4/1/99 281000 280084.19 280084.19 R/T REFI FULL/ALT 400000 179 70.1
22815203 2898.53 4/1/99 325000 321861.98 321861.98 R/T REFI FULL/ALT 712000 179 45.2
22821045 2440.59 4/1/99 275800 274910.79 274910.79 PURCH FULL/ALT 345000 179 79.7
22831119 2613.33 4/1/99 300000 299011.67 299011.67 C/O REFI FULL/ALT 455000 179 65.7
22833230 5662.2 4/1/99 650000 650000 647858.63 R/T REFI FULL/ALT 880000 179 73.9
22835508 2477.75 4/1/99 280000 259000 257979.13 R/T REFI FULL/ALT 385000 179 67.3
22848097 2414.25 4/1/99 270700 269836.64 269836.64 R/T REFI FULL/ALT 350000 179 77.1
22856165 2787.46 4/1/99 315000 315000 313984.42 R/T REFI FULL/ALT 350000 179 90.0
22857924 2203.58 4/1/99 257000 257000 256134.96 R/T REFI FULL/ALT 400000 179 64.3
26610816 2564.36 4/1/99 285300 284399.89 283494.53 R/T REFI FULL/ALT 368000 178 77.3
26985093 3826.06 4/1/99 429000 429000 427631.75 C/O REFI FULL/ALT 800000 179 53.6
27005750 2704.99 4/1/99 318000 318000 316918.14 C/O REFI FULL/ALT 425000 179 74.8
27031947 2696.49 4/1/99 300000 298101.5 298101.5 PURCH REDUC 500000 178 60.1
27073402 2878.43 4/1/99 330433 328344.42 328344.42 R/T REFI FULL/ALT 662000 179 49.6
27113190 2229.64 4/1/99 250000 248306.01 248306.01 R/T REFI FULL/ALT 390000 178 63.7
27147982 5008.87 4/1/99 575000 572105.71 570195.75 R/T REFI REDUC 2000000 178 28.7
27190719 2541.79 4/1/99 285000 284091.02 283176.83 C/O REFI REDUC 485000 178 58.6
27201029 3161.18 4/1/99 354450 352182.57 352182.57 R/T REFI REDUC 650000 178 54.2
27220359 2158.6 4/1/99 238300 237556.31 237556.31 R/T REFI FULL/ALT 418000 179 56.8
27281567 3008.7 4/1/99 340000 340000 338903.8 C/O REFI REDUC 480000 179 70.8
27291004 2654.73 4/1/99 300000 295149.69 294155.18 R/T REFI REDUC 625500 178 47.2
27315365 5455.87 4/1/99 588543 586765.52 584976.93 C/O REFI FULL/ALT 885000 178 66.3
27322841 2669.11 4/1/99 304000 304000 303009.22 R/T REFI FULL/ALT 380000 179 80.0
27330620 2309.99 4/1/99 257000 255293.39 255293.39 R/T REFI REDUC 529000 178 48.3
27356344 3624.5 4/1/99 406400 402728.33 401411.13 R/T REFI FULL/ALT 846000 178 47.6
27401025 2683.02 4/1/99 308000 306968.33 305948.06 R/T REFI REDUC 750000 178 41.0
27401322 3185.68 4/1/99 360000 360000 360000 C/O REFI FULL/ALT 515000 180 69.9
27402510 3775.08 4/1/99 420000 420000 420000 C/O REFI FULL/ALT 780000 180 53.8
27407683 2532.87 4/1/99 284000 284000 283094.21 R/T REFI REDUC 710500 179 40.0
27409390 3034.54 4/1/99 335000 335000 333954.52 R/T REFI REDUC 680000 179 49.3
27439843 2265.37 4/1/99 256000 256000 255174.63 R/T REFI FULL/ALT 320000 179 80.0
27446566 3595.29 4/1/99 416000 413222.06 413222.06 PURCH REDUC 520000 178 79.5
27457282 2291.76 4/1/99 253000 252210.43 251416.17 R/T REFI REDUC 500000 178 50.4
27497056 4816.02 4/1/99 540000 540000 538277.73 R/T REFI FULL/ALT 1030000 179 52.4
27499029 3829.01 4/1/99 426000 423304.14 423304.14 R/T REFI REDUC 825000 178 51.3
27505122 4119.3 4/1/99 465505 462494.89 462494.89 R/T REFI REDUC 625000 178 74.0
27505551 3042.17 4/1/99 352000 350827.83 349649.43 R/T REFI FULL/ALT 440000 178 79.7
27510478 3091.97 4/1/99 266300 264761.45 263213.92 R/T REFI REDUC 650000 118 40.8
27512938 3307.69 4/1/99 368000 366838.98 366838.98 R/T REFI FULL/ALT 461000 179 79.6
27513357 3931.31 4/1/99 434000 431283.09 431283.09 R/T REFI REDUC 875000 178 49.3
27515493 4424.55 4/1/99 500000 498387.95 496766.83 PURCH FULL/ALT 630000 178 79.1
27543735 2809.35 4/1/99 315000 313995.34 312984.92 R/T REFI REDUC 725000 178 43.3
27544022 5751.92 4/1/99 650000 650000 647904.33 C/O REFI FULL/ALT 1370000 179 47.4
27545706 2696.49 4/1/99 300000 298101.5 298101.5 PURCH REDUC 450000 178 66.3
27546902 2442.36 4/1/99 276000 275110.14 274215.27 C/O REFI REDUC 410000 178 67.1
27547876 3406.62 4/1/99 388000 386735.46 385463.94 R/T REFI FULL/ALT 650000 178 59.5
27548189 3135.99 4/1/99 360000 358814.01 357621.6 R/T REFI FULL/ALT 500000 178 71.8
27548346 2460.05 4/1/99 278000 277103.7 276202.36 R/T REFI REDUC 430000 178 64.5
27549757 2809.35 4/1/99 315000 312602.53 312602.53 R/T REFI FULL/ALT 420000 178 74.4
27550631 2464.73 4/1/99 270000 269166.52 268328 R/T REFI FULL/ALT 345000 178 78.1
27551266 2608.68 4/1/99 292500 291567.1 290628.86 R/T REFI REDUC 508000 178 57.4
27554120 2840.56 4/1/99 321000 321000 319965.07 C/O REFI REDUC 445000 179 72.1
27554161 3838.74 4/1/99 433800 430994.91 430994.91 R/T REFI REDUC 900000 178 47.9
27555655 2979.19 4/1/99 342000 342000 340873.31 R/T REFI REDUC 750000 179 45.6
27560069 2598.87 4/1/99 296000 295035.3 294065.27 R/T REFI FULL/ALT 460000 178 64.1
27562545 3595.32 4/1/99 400000 398738.01 397468.66 PURCH REDUC 619000 178 64.4
27562560 3050.81 4/1/99 353000 349073.49 347877.13 R/T REFI REDUC 511000 178 68.3
27565456 3567.42 4/1/99 400000 398624.25 397340.61 R/T REFI REDUC 895000 178 44.5
27568492 4670.09 4/1/99 523638 520288.27 520288.27 C/O REFI FULL/ALT 950000 178 54.8
27569680 4796.59 4/1/99 555000 553151.85 551293.88 R/T REFI FULL/ALT 965000 178 57.3
27569722 2345.02 4/1/99 265000 263286.41 263286.41 R/T REFI REDUC 480000 178 54.9
27572775 3052.94 4/1/99 345000 342769.12 342769.12 C/O REFI FULL/ALT 493000 178 69.5
27575653 4013.35 4/1/99 450000 447121.33 447121.33 PURCH REDUC 960000 178 49.7
27579044 2937.9 4/1/99 332000 329853.18 329853.18 R/T REFI REDUC 870000 178 38.0
27582451 2212.28 4/1/99 250000 249193.97 248383.41 R/T REFI REDUC 555000 178 44.9
27587211 3565.17 4/1/99 415800 413400.45 411988.41 R/T REFI REDUC 605000 178 68.3
27587641 2876.26 4/1/99 320000 318990.41 317974.93 R/T REFI FULL/ALT 475000 178 67.2
27591130 2522.04 4/1/99 287250 286313.82 285372.47 C/O REFI FULL/ALT 383000 178 74.8
27595917 4404.87 4/1/99 493900 493900 492324.77 R/T REFI FULL/ALT 745000 179 66.3
27599075 3035.24 4/1/99 343000 341894.14 340782.05 R/T REFI FULL/ALT 763000 178 44.9
27599463 2354.5 4/1/99 264000 263158 262311.18 R/T REFI FULL/ALT 330000 178 79.7
27601020 2613.33 4/1/99 300000 298017.79 298017.79 C/O REFI REDUC 430000 178 69.3
27602879 3203.38 4/1/99 362000 358478.87 359659.17 R/T REFI FULL/ALT 775000 178 46.3
27604750 3057.59 4/1/99 351000 348733.69 347565.07 R/T REFI FULL/ALT 390000 178 89.4
27605054 3589.72 4/1/99 402500 401216.27 399925.18 C/O REFI FULL/ALT 575000 178 69.8
27605732 4106.41 4/1/99 471400 469847.01 468285.6 R/T REFI FULL/ALT 804000 178 58.4
27607423 3103.74 4/1/99 340000 338950.43 337894.52 C/O REFI REDUC 540000 178 62.8
27608215 5645.73 4/1/99 638000 635943.02 633874.47 R/T REFI REDUC 1070000 178 59.4
27608439 4691.16 4/1/99 526000 526000 524322.38 R/T REFI REDUC 750000 179 70.1
27610179 2535.21 4/1/99 288750 286282.97 286282.97 C/O REFI REDUC 385000 178 74.4
27610740 2511.47 4/1/99 281600 280613.33 279709.54 R/T REFI REDUC 405000 178 69.3
27614791 2541.89 4/1/99 282800 281907.78 281010.35 C/O REFI FULL/ALT 410000 178 68.8
27619097 2370.59 4/1/99 270000 269120.03 268235.21 R/T REFI FULL/ALT 750000 178 35.9
27619493 2590.09 4/1/99 295000 293071.81 293071.81 R/T REFI FULL/ALT 540000 178 54.3
27620210 3693.62 4/1/99 417400 415754.26 414399.26 R/T REFI REDUC 755000 178 55.1
27622364 2575.47 4/1/99 298000 297007.66 296010.04 R/T REFI REDUC 430000 178 69.1
27624857 2436.44 4/1/99 277500 276595.59 275686.19 C/O REFI FULL/ALT 370000 178 74.8
27625912 2632.61 4/1/99 297500 296540.83 295576.26 PURCH REDUC 398500 178 74.6
27626472 2624.58 4/1/99 292000 292000 292000 R/T REFI REDUC 365000 180 80.0
27627215 2327.97 4/1/99 259000 257182.86 256355.12 R/T REFI REDUC 420000 178 61.3
27627587 3860.47 4/1/99 429500 428144.95 426781.99 R/T REFI REDUC 715000 178 59.9
27630961 3284.16 4/1/99 380000 375457.15 375457.15 R/T REFI REDUC 1200000 178 31.3
27632140 4928.95 4/1/99 557000 555204.18 553398.25 R/T REFI FULL/ALT 940000 178 59.1
27633684 3344.46 4/1/99 375000 373203.98 371997.67 R/T REFI FULL/ALT 700000 178 53.3
27635481 2696.49 4/1/99 300000 298101.5 298101.5 PURCH REDUC 890000 178 33.5
27636646 3539.64 4/1/99 400000 394710.36 393390.97 R/T REFI FULL/ALT 1250000 178 31.6
27641182 3219.59 4/1/99 361000 358529.7 358529.7 R/T REFI REDUC 1125000 178 31.9
27641281 2477.75 4/1/99 280000 278189.42 278189.42 C/O REFI REDUC 516000 178 53.9
27643584 3950.98 4/1/99 450000 448533.39 447058.69 PURCH FULL/ALT 1000000 178 44.9
27645274 2452.6 4/1/99 275000 273240.82 273240.82 C/O REFI REDUC 632000 178 43.2
27645332 2436.69 4/1/99 269000 268160.5 267316.01 R/T REFI FULL/ALT 620000 178 43.3
27648260 3411.89 4/1/99 385563 385563 384319.9 R/T REFI REDUC 688000 179 56.0
27656206 3008.7 4/1/99 340000 340000 338903.8 C/O REFI REDUC 530000 179 64.2
27656990 2322.89 4/1/99 262500 261653.67 260802.58 R/T REFI REDUC 360000 178 72.7
27659531 3484.43 4/1/99 400000 398539.78 397214.11 R/T REFI FULL/ALT 680000 178 58.6
27668839 3712.17 4/1/99 413000 413000 411697 R/T REFI FULL/ALT 475000 179 86.9
27669316 2380.41 4/1/99 269000 269000 268132.72 R/T REFI REDUC 455000 179 59.1
27673839 5842.39 4/1/99 650000 647949.28 645886.59 PURCH REDUC 1365000 178 47.5
27673938 2930.19 4/1/99 326000 324971.48 323936.96 R/T REFI FULL/ALT 625000 178 52.0
27675339 2853.94 4/1/99 320000 318979.39 317952.94 C/O REFI FULL/ALT 553000 178 57.7
27676386 2669.11 4/1/99 304000 303009.22 302012.97 R/T REFI REDUC 510000 178 59.4
27676543 2918.21 4/1/99 335000 333896.37 332786.77 C/O REFI REDUC 700000 178 47.7
27678226 3388.59 4/1/99 377000 375810.58 374614.22 PURCH REDUC 472000 178 79.7
27678887 2528.63 4/1/99 288000 287061.37 286117.56 C/O REFI REDUC 463000 178 62.0
27679679 6470.82 4/1/99 737000 734598.03 734598.03 R/T REFI FULL/ALT 1600000 179 45.9
27681006 2202.89 4/1/99 247000 247000 246212.21 R/T REFI FULL/ALT 310000 179 79.7
27681089 2583.94 4/1/99 292000 290994.74 290047.65 R/T REFI REDUC 452000 178 64.4
27681949 2831.31 4/1/99 315000 314006.19 313006.58 R/T REFI FULL/ALT 450000 178 69.8
27685320 3933.08 4/1/99 441000 441000 439593.48 C/O REFI FULL/ALT 703000 179 62.7
27685932 2787.94 4/1/99 312600 312600 312600 R/T REFI FULL/ALT 410000 180 76.2
27686831 5351.13 4/1/99 600000 598086.37 596161.78 R/T REFI FULL/ALT 900000 178 66.5
27691146 3109.95 4/1/99 346000 346000 344908.38 C/O REFI REDUC 501000 179 69.1
27692094 3950.98 4/1/99 450000 447058.69 447058.69 C/O REFI REDUC 1200000 178 37.3
27693431 2675.57 4/1/99 300000 300000 299043.18 R/T REFI REDUC 375000 179 80.0
27695543 7550.75 4/1/99 860000 857197.17 857197.17 R/T REFI FULL/ALT 1700000 179 50.4
27697911 2875.96 4/1/99 325000 325000 323952.17 C/O REFI FULL/ALT 540000 179 60.2
27698521 2774.25 4/1/99 321000 319931.06 318856.44 R/T REFI FULL/ALT 429000 178 74.6
27701747 4726.31 4/1/99 534100 534100 532378 C/O REFI REDUC 763000 179 70.0
27707017 4008.78 4/1/99 446000 444592.89 444592.89 C/O REFI FULL/ALT 655000 179 67.9
27709666 2586.38 4/1/99 290000 287760.33 287760.33 R/T REFI FULL/ALT 423000 178 68.1
27709799 3522.83 4/1/99 395000 395000 393740.19 R/T REFI FULL/ALT 930000 179 42.5
27711019 4943.56 4/1/99 550000 546519.42 546519.42 R/T REFI REDUC 805000 178 67.9
27715705 3266.14 4/1/99 372000 370787.61 369568.53 R/T REFI REDUC 549000 178 67.6
27716018 2434.77 4/1/99 273000 273000 272129.29 C/O REFI FULL/ALT 390000 179 70.0
27716265 5672.27 4/1/99 641000 641000 638933.36 R/T REFI REDUC 1600000 179 40.1
27716554 2247.46 4/1/99 258000 257150.04 257150.04 R/T REFI REDUC 325000 179 79.1
27716869 4825.94 4/1/99 554000 551174.97 549334.56 R/T REFI FULL/ALT 1175000 178 46.9
27717529 2471.78 4/1/99 275000 274132.39 273259.72 R/T REFI REDUC 520000 178 52.7
27719012 4486.21 4/1/99 515000 513303.37 511597.55 R/T REFI REDUC 900000 178 57.0
27719525 3097.19 4/1/99 350000 348871.56 347736.77 R/T REFI FULL/ALT 675000 178 51.7
27721422 3542.71 4/1/99 403500 402449.78 401128.93 R/T REFI REDUC 657000 179 61.3
27721539 3922.23 4/1/99 443235 443235 441805.97 R/T REFI FULL/ALT 615000 179 72.1
27721794 3440.88 4/1/99 395000 395000 393698.7 R/T REFI FULL/ALT 540000 179 73.1
27722537 2408.01 4/1/99 270000 269138.87 269138.87 C/O REFI REDUC 360000 179 74.8
27722560 2840.3 4/1/99 316000 316000 315003.03 R/T REFI FULL/ALT 425000 179 74.4
27722628 2433.51 4/1/99 275000 274113.37 274113.37 R/T REFI FULL/ALT 560000 179 48.9
27723113 2731.04 4/1/99 316000 316000 314947.71 R/T REFI FULL/ALT 400000 179 79.0
27723519 2651.55 4/1/99 295000 295000 294069.28 R/T REFI FULL/ALT 376000 179 78.5
27723618 3446.13 4/1/99 386400 386400 385167.62 R/T REFI REDUC 700000 179 55.2
27723717 3370.61 4/1/99 375000 373816.89 372626.88 C/O REFI FULL/ALT 500000 178 74.8
27724889 3072.98 4/1/99 350000 350000 348859.31 C/O REFI FULL/ALT 500000 179 70.0
27725217 2420.23 4/1/99 273500 271604.57 271604.57 R/T REFI FULL/ALT 460000 180 59.1
27725928 2743.99 4/1/99 315000 315000 313962.26 C/O REFI REDUC 610000 179 51.6
27726090 3032.31 4/1/99 340000 340000 338915.61 R/T REFI FULL/ALT 430000 179 79.1
27726371 2300.95 4/1/99 270500 269579.73 269579.73 R/T REFI REDUC 355000 179 75.9
27728575 3089.39 4/1/99 346400 346400 345295.19 PURCH FULL/ALT 433000 179 80.0
27728906 2315.27 4/1/99 263700 263700 262840.57 R/T REFI REDUC 390000 179 67.6
27729276 2440.83 4/1/99 278000 278000 278000 R/T REFI REDUC 401000 180 69.3
27729813 4268.43 4/1/99 490000 490000 488385.74 C/O REFI FULL/ALT 700000 179 70.0
27730662 4102.53 4/1/99 460000 460000 458532.89 R/T REFI FULL/ALT 749000 179 61.4
27730779 2709.46 4/1/99 316000 316000 314936.37 R/T REFI REDUC 455000 179 69.5
27731306 3567.42 4/1/99 400000 400000 398724.25 PURCH REDUC 602500 179 66.7
27731421 5572.74 4/1/99 620000 620000 618043.93 R/T REFI REDUC 910000 179 68.1
27733872 3567.42 4/1/99 400000 400000 398724.25 C/O REFI REDUC 935000 179 42.8
27736628 2526.22 4/1/99 290000 289044.61 289044.61 C/O REFI REDUC 495000 179 58.4
27737451 3137.23 4/1/99 363000 363000 361791.21 R/T REFI REDUC 640000 179 56.7
27739606 3280.73 4/1/99 365000 365000 363848.44 C/O REFI REDUC 670000 179 54.5
27739929 3435.22 4/1/99 388200 388200 386948.41 R/T REFI FULL/ALT 526000 179 73.8
27739986 2924.79 4/1/99 325400 325400 324373.38 R/T REFI REDUC 850000 179 38.3
27742709 5083.57 4/1/99 570000 566245.72 566245.72 R/T REFI REDUC 1200000 178 47.2
27742998 2318.83 4/1/99 260000 259170.75 259170.75 R/T REFI REDUC 390000 179 66.5
27743038 2912.25 4/1/99 321500 321500 320496.66 R/T REFI FULL/ALT 556000 179 57.8
27743111 2426.84 4/1/99 270000 268291.35 268291.35 R/T REFI REDUC 395000 178 68.0
27743541 2696.49 4/1/99 300000 300000 299053.51 C/O REFI FULL/ALT 1850000 179 16.2
27743764 2764.75 4/1/99 310000 310000 309011.29 R/T REFI REDUC 675000 179 45.9
27744556 3573.44 4/1/99 407000 407000 405673.54 R/T REFI FULL/ALT 810000 179 50.2
27744952 4616.87 4/1/99 530000 528253.96 528253.96 R/T REFI REDUC 850000 179 62.2
27745421 2363.42 4/1/99 265000 265000 264154.81 R/T REFI FULL/ALT 382000 179 69.4
27745439 2800.43 4/1/99 314000 314000 312998.53 R/T REFI FULL/ALT 510000 179 61.6
27745850 2211.8 4/1/99 248000 248000 247209.03 R/T REFI FULL/ALT 800000 179 31.0
27746122 4012.44 4/1/99 457000 457000 455510.58 R/T REFI REDUC 850000 179 53.8
27746296 5267.97 4/1/99 600000 600000 598044.53 R/T REFI FULL/ALT 950000 179 63.2
27746783 4073.9 4/1/99 464000 464000 462487.77 R/T REFI FULL/ALT 736000 179 63.0
27746882 2572.53 4/1/99 293000 293000 292045.07 C/O REFI FULL/ALT 638000 179 45.9
27746981 2877.96 4/1/99 333000 333000 331891.1 R/T REFI REDUC 700000 179 47.6
27746999 4165.69 4/1/99 482000 482000 480394.94 R/T REFI REDUC 700000 179 68.9
27748722 2203.84 4/1/99 255000 255000 254150.85 C/O REFI FULL/ALT 397000 179 64.2
27748961 3858.41 4/1/99 450000 448485.34 448485.34 PURCH REDUC 955000 179 47.0
27749050 2381.26 4/1/99 267000 267000 266148.43 R/T REFI FULL/ALT 395000 179 67.6
27749654 2610.49 4/1/99 295000 295000 294048.89 R/T REFI REDUC 660000 179 44.7
27749811 3274.17 4/1/99 370000 370000 368807.08 R/T REFI REDUC 525000 179 70.5
27750405 3029.08 4/1/99 345000 345000 343875.61 R/T REFI REDUC 740000 179 46.6
27750686 5216.55 4/1/99 589500 589500 587599.39 R/T REFI REDUC 1305000 179 45.2
27750801 4406.85 4/1/99 498000 498000 496394.4 R/T REFI REDUC 800000 179 62.3
27750868 2543.69 4/1/99 283000 283000 282107.14 R/T REFI FULL/ALT 365000 179 77.5
27752278 3153.6 4/1/99 353600 352472.23 352472.23 PURCH REDUC 442000 179 79.7
27752583 2871.04 4/1/99 327000 325934.27 325934.27 C/O REFI FULL/ALT 720000 179 45.3
27752609 3160.78 4/1/99 360000 360000 358826.72 R/T REFI FULL/ALT 450000 179 80.0
27752849 5662.2 4/1/99 650000 646520.83 646520.83 C/O REFI REDUC 950000 179 68.1
27752989 3623.81 4/1/99 416000 414629.52 414629.52 R/T REFI FULL/ALT 655000 179 63.3
27753367 2443.69 4/1/99 274000 274000 273126.1 R/T REFI REDUC 1050000 179 26.1
27753474 2322.89 4/1/99 262500 262500 261653.67 C/O REFI FULL/ALT 350000 179 75.0
27754548 4706.05 4/1/99 536000 536000 534253.12 R/T REFI FULL/ALT 750000 179 71.5
27754886 2654.73 4/1/99 300000 300000 300000 PURCH FULL/ALT 400000 180 76.9
27755248 3693.5 4/1/99 424000 424000 422603.17 PURCH REDUC 540000 179 80.0
27757095 2613.33 4/1/99 300000 299011.67 299011.67 C/O REFI FULL/ALT 400000 179 74.8
27757855 2395.55 4/1/99 275000 274094.03 274094.03 R/T REFI FULL/ALT 375000 179 73.1
27758234 4302.17 4/1/99 490000 490000 488403.04 R/T REFI REDUC 700000 179 70.0
27758507 2306.79 4/1/99 258650 258650 258650 R/T REFI REDUC 380000 180 68.1
27758937 3229.92 4/1/99 365000 365000 363823.21 R/T REFI REDUC 530000 179 68.9
27759307 2261.4 4/1/99 259600 258744.77 258744.77 R/T REFI REDUC 390000 179 66.4
27759521 3907.08 4/1/99 445000 445000 443549.69 R/T REFI REDUC 1100000 179 40.5
27759562 2791.53 4/1/99 323000 323000 321924.41 R/T REFI REDUC 530000 179 60.9
27759612 3731.48 4/1/99 425000 423614.87 423614.87 R/T REFI REDUC 700000 179 60.5
27759893 2862.26 4/1/99 326000 324937.53 324937.53 R/T REFI REDUC 975000 179 33.3
27761352 2550.71 4/1/99 286000 286000 285087.83 R/T REFI FULL/ALT 600000 179 47.7
27761386 4111.65 4/1/99 468300 468300 466773.76 R/T REFI REDUC 895000 179 52.3
27761782 3048.88 4/1/99 350000 350000 348846.95 C/O REFI REDUC 1005000 179 34.8
27762350 4822.02 4/1/99 553550 553550 551726.38 R/T REFI REDUC 1500000 179 36.9
27762368 4257.72 4/1/99 477400 477400 475877.38 R/T REFI REDUC 900000 179 53.0
27762921 3336.11 4/1/99 377000 377000 375784.52 PURCH REDUC 484500 179 80.0
27763077 2449.04 4/1/99 274600 274600 273724.19 R/T REFI FULL/ALT 395000 179 69.5
27763119 4653.37 4/1/99 530000 530000 528272.67 R/T REFI FULL/ALT 930000 179 57.0
27764695 2976.48 4/1/99 344400 344400 344400 R/T REFI REDUC 479000 179 71.9
27766013 2613.33 4/1/99 300000 300000 299011.67 PURCH REDUC 660000 179 45.5
27768076 4336.06 4/1/99 490000 490000 488420.19 R/T REFI FULL/ALT 864000 179 56.7
27768944 2497.91 4/1/99 286750 285803.23 285803.23 R/T REFI REDUC 700000 179 40.9
27769538 2564.09 4/1/99 287500 286583.05 286583.05 R/T REFI FULL/ALT 570000 179 50.3
27769777 3226.25 4/1/99 373300 373300 372056.91 R/T REFI FULL/ALT 485000 179 77.0
27771070 2477.75 4/1/99 280000 280000 280000 R/T REFI REDUC 550000 180 50.9
27771286 4334.42 4/1/99 486000 484449.96 484449.96 R/T REFI FULL/ALT 2200000 179 22.0
27772763 3985.32 4/1/99 457500 457500 457500 C/O REFI FULL/ALT 610000 180 75.0
27774546 5004.57 4/1/99 570000 570000 568142.31 R/T REFI REDUC 1100000 179 51.8
27775147 5751.92 4/1/99 650000 650000 647904.33 R/T REFI FULL/ALT 1800000 179 36.1
27775378 4653.37 4/1/99 530000 530000 528272.67 R/T REFI REDUC 814000 179 65.1
27776269 2592.42 4/1/99 297600 297600 297600 PURCH FULL/ALT 410000 180 80.0
27777713 2987.72 4/1/99 335000 335000 335000 R/T REFI FULL/ALT 665000 180 50.4
27780758 4013.35 4/1/99 450000 450000 448564.78 C/O REFI REDUC 750000 179 60.0
27781053 2237.13 4/1/99 254800 254800 254800 R/T REFI FULL/ALT 350000 180 72.8
27784511 3336.38 4/1/99 380000 380000 378761.54 R/T REFI REDUC 1650000 179 23.0
27784727 3940.99 4/1/99 456000 456000 454481.51 C/O REFI REDUC 800000 179 57.0
27785641 2585.49 4/1/99 289900 289900 289900 R/T REFI REDUC 326000 180 88.9
27786938 2915.78 4/1/99 329500 328226.17 327156.66 R/T REFI REDUC 513000 179 64.0
27787852 2661.9 4/1/99 308000 306974.35 306974.35 PURCH FULL/ALT 385000 179 79.7
27788231 2972.66 4/1/99 341250 341250 341250 C/O REFI FULL/ALT 455000 180 75.0
27794148 2458.39 4/1/99 280000 269775.43 270687.99 R/T REFI REDUC 1200000 180 22.5
27797943 3595.32 4/1/99 400000 400000 398738.01 R/T REFI FULL/ALT 600000 179 66.7
27798438 3079.49 4/1/99 348000 348000 346878.01 R/T REFI REDUC 575000 179 60.5
27798503 3511.98 4/1/99 400000 400000 398696.35 R/T REFI REDUC 503000 179 79.5
27802107 3135.99 4/1/99 360000 360000 358814.01 PURCH REDUC 455000 179 80.0
27802412 4703.98 4/1/99 540000 540000 538221.02 R/T REFI REDUC 775000 179 69.7
27805787 4249.49 4/1/99 484000 484000 484000 R/T REFI REDUC 605000 180 80.0
27806629 4214.38 4/1/99 480000 478435.62 478435.62 C/O REFI FULL/ALT 800000 179 59.8
27809938 4280.91 4/1/99 480000 480000 478469.09 R/T REFI REDUC 675000 179 71.1
27813922 3293.62 4/1/99 369300 363415.78 363415.78 R/T REFI FULL/ALT 538000 179 67.5
27816040 3167.98 4/1/99 358000 358000 358000 C/O REFI REDUC 550000 180 65.1
27818152 2736.94 4/1/99 304500 303539.31 303539.31 R/T REFI FULL/ALT 435000 179 69.8
27818624 3185.68 4/1/99 360000 360000 360000 R/T REFI REDUC 520000 180 69.2
27819051 3460.49 4/1/99 385000 385000 383785.34 C/O REFI REDUC 650000 179 59.2
27825710 2541.77 4/1/99 291785 291785 290823.73 R/T REFI REDUC 365000 179 79.9
27827229 3541.16 4/1/99 413000 413000 411609.88 R/T REFI FULL/ALT 655000 179 63.1
27829530 3121.5 4/1/99 350000 350000 348883.71 R/T REFI REDUC 800000 179 43.8
27829985 3148.25 4/1/99 353000 353000 351874.15 R/T REFI FULL/ALT 560000 179 63.0
27831353 2497.2 4/1/99 280000 279106.97 279106.97 R/T REFI REDUC 497000 179 56.2
27831361 5048.47 4/1/99 575000 575000 575000 R/T REFI REDUC 960000 180 59.9
27833474 3941.77 4/1/99 452500 452500 452500 C/O REFI REDUC 665000 180 68.0
27833532 2760.92 4/1/99 312000 312000 310994.08 R/T REFI REDUC 700000 179 44.6
27834035 2955.6 4/1/99 334000 334000 332923.15 R/T REFI REDUC 500000 179 66.8
27835750 2358.29 4/1/99 266500 266500 266500 R/T REFI FULL/ALT 385000 180 69.2
27839067 3442.16 4/1/99 380000 380000 378814.09 R/T REFI FULL/ALT 620000 179 61.3
27839877 5344.86 4/1/99 604000 604000 604000 R/T REFI REDUC 970000 180 62.3
27842517 4771.43 4/1/99 535000 535000 533293.67 R/T REFI FULL/ALT 885000 179 60.5
27843259 3919.99 4/1/99 450000 450000 450000 R/T REFI FULL/ALT 603000 180 74.6
27846898 4422.24 4/1/99 492000 492000 492000 R/T REFI REDUC 765000 180 64.3
27847078 5842.39 4/1/99 650000 650000 647949.28 C/O REFI REDUC 1200000 179 54.2
27848027 2300.77 4/1/99 260000 260000 259161.73 R/T REFI REDUC 385000 179 67.5
27852714 3038.71 4/1/99 351600 351600 350429.17 PURCH FULL/ALT 440000 179 80.0
27853670 3567.42 4/1/99 400000 400000 400000 R/T REFI REDUC 880000 180 45.5
27854215 3397.32 4/1/99 390000 390000 388715.18 R/T REFI REDUC 500000 179 78.0
27854447 4050.65 4/1/99 465000 465000 465000 R/T REFI REDUC 650000 180 71.5
27855311 3982.1 4/1/99 450000 450000 448549.15 R/T REFI REDUC 900000 179 50.0
27856632 3154.71 4/1/99 356500 356500 355350.6 C/O REFI REDUC 600000 179 59.4
27857457 2445.89 4/1/99 276400 273312.18 272403.67 R/T REFI REDUC 515000 179 53.1
27864545 2522.74 4/1/99 278500 278500 278500 R/T REFI FULL/ALT 525000 180 53.0
27865849 3849.36 4/1/99 435000 435000 433597.52 R/T REFI FULL/ALT 1425000 179 30.5
27865971 3730.14 4/1/99 415000 415000 413690.69 R/T REFI FULL/ALT 680000 179 61.0
27869643 2559.63 4/1/99 287000 287000 286084.64 R/T REFI FULL/ALT 825000 179 34.8
27870328 2810.64 4/1/99 312700 311524.08 311524.08 R/T REFI FULL/ALT 560000 179 55.6
27872530 2853.94 4/1/99 320000 320000 318979.39 R/T REFI REDUC 650000 179 49.2
27893023 2741.43 4/1/99 305000 305000 305000 R/T REFI REDUC 705000 180 43.3
27898006 3595.32 4/1/99 400000 400000 400000 C/O REFI REDUC 975000 180 41.0
27904457 3270.88 4/1/99 366750 366750 366750 PURCH REDUC 489000 180 75.0
27909035 3210.68 4/1/99 360000 360000 360000 R/T REFI FULL/ALT 795000 180 45.3
Total Loans 547
Sched UPB $202,493,228.98
WAC 6.737
WAM 177.6
WOLTV 63.0
</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 April 27, 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: __________________________________
<PAGE>
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 a
[___________] Account pursuant to Section [________] of the Pooling and
Servicing Agreement, dated April 27, 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.
[________________],
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 1999-3, Class ___, having an initial
aggregate Certificate Balance as of April 27, 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 April 27, 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
<PAGE>
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 1999-3, Class ___, having an initial
aggregate Certificate Balance as of April 27, 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 April 27, 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
<PAGE>
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.
___ 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
- ----------------
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.
<PAGE>
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
<PAGE>
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 Transferred
Yes No 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
<PAGE>
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 Transferred
Yes No 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 1999-3, Class ___, having an initial
aggregate Certificate Principal Balance as of April 27, 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
April 27, 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
<PAGE>
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
<PAGE>
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
<PAGE>
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.
Very truly yours,
---------------------------------------------
(Transferee)
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 1999-3, Class ___, having an initial
aggregate Certificate Principal Balance as of April 27, 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
April 27, 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.
<PAGE>
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: _____________________________________
<PAGE>
EXHIBIT I
FORM OF AFFIDAVIT REGARDING TRANSFER OF
RESIDUAL CERTIFICATE PURSUANT TO SECTION 6.02
Bank of America Mortgage Securities, Inc.
Mortgage Pass-Through Certificates,
Series 1999-3
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 Certificate (the
"Certificate") issued pursuant to the Pooling and Servicing Agreement, dated
April 27, 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 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 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
<PAGE>
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 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 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 Certificate or cause any Class A-R 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 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 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
Certificate in excess of cash flows generated thereby, and agrees to pay taxes
associated with holding the Class A-R 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
FORM OF SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT
This SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT (the "Agreement")
is made and entered into as of ______________, among NationsBanc Mortgage
Corporation, Bank of America, FSB (each a "Servicer," and together, the
"Servicers") and ______________________ (the "Purchaser").
PRELIMINARY STATEMENT
_________________ is the holder of the entire interest in Bank of
America Mortgage Securities, Inc.; Mortgage Pass-Through Certificates, Series
______, Class ____ (the "Class B Certificates"). The Class B Certificates were
issued pursuant to a Pooling and Servicing Agreement dated
___________________among Bank of America Mortgage Securities, Inc., as depositor
(the "Depositor"), the Servicers, and The Bank of New York, as Trustee.
______________________ intends to resell all of the Class B
Certificates directly to the Purchaser on or promptly after the date hereof.
In connection with such sale, the parties hereto have agreed that each
Servicer will engage in certain special servicing procedures relating to
foreclosures of the Mortgage Loans serviced by such Servicer for the benefit of
the Purchaser, and that the Purchaser will deposit funds in one or more
collateral funds to cover any losses attributable to such procedures as well as
all advances and costs in connection therewith, as set forth herein.
In consideration of the mutual agreements herein contained, the receipt
and sufficiency of which are hereby acknowledged, the Servicers and the
Purchaser agree that the following provisions shall become effective and shall
be binding on and enforceable by the Servicers and the Purchaser:
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 following meanings:
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a
day on which banking institutions in the State of New York are required or
authorized by law or executive order to be closed.
Collateral Fund: Any fund established and maintained pursuant to
Section 3.01 hereof.
<PAGE>
Collateral Fund Permitted Investments: Either (i) obligations of, or
obligations fully guaranteed as to principal and interest by, the United States,
or any agency or instrumentality thereof, provided such obligations are backed
by the full faith and credit of the United States, (ii) a money market fund
rated in the highest rating category by a nationally recognized rating agency
selected by the related Servicer, (iii) cash, (iv) mortgage pass-through
certificates issued or guaranteed by Government National Mortgage Association,
FNMA or FHLMC, (v) commercial paper (including both non-interest-bearing
discount obligations and interest-bearing obligations payable on demand or on a
specified date), the issuer of which may be an affiliate of the related
Servicer, having at the time of such investment a rating of at least A-1 by
Standard and Poor's ("S&P") or at least F-1 by Fitch IBCA, Inc. ("Fitch") or
(vi) demand and time deposits in, certificates of deposit of, any depository
institution or trust company (which may be an affiliate of the related Servicer)
incorporated under the laws of the United States of America or any state thereof
and subject to supervision and examination by federal and/or state banking
authorities, so long as at the time of such investment either (x) the long-term
debt obligations of such depository institution or trust company have a rating
of at least AA by Fitch or S&P, (y) the certificate of deposit or other
unsecured short-term debt obligations of such depository institution or trust
company have a rating of at least F-1 by Fitch or A-1 by S&P or (z) the
depository institution or trust company is one that is acceptable to either
Fitch or S&P and, for each of the preceding clauses (i), (iv), (v) and (vi), the
maturity thereof shall be not later than the earlier to occur of (A) 30 days
from the date of the related investment and (B) the next succeeding Distribution
Date as defined in the related Pooling and Servicing Agreement.
Commencement of Foreclosure: The first official action required under
local law in order to commence foreclosure proceedings or to schedule a
trustee's sale under a deed of trust, including (i) in the case of a mortgage,
any filing or service of process necessary to commence an action to foreclose,
or (ii) in the case of a deed of trust, posting, the publishing, filing or
delivery of a notice of sale, but not including in either case (x) any notice of
default, notice of intent to foreclose or sell or any other action prerequisite
to the actions specified in (i) or (ii) above, (y) the acceptance of a
deed-in-lieu of foreclosure (whether in connection with a sale of the related
property or otherwise) or (z) initiation and completion of a short pay-off.
Current Appraisal: With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, an appraisal of the related
Mortgaged Property obtained by the Purchaser at its own expense from an
independent appraiser (which shall not be an affiliate of the Purchaser)
acceptable to the Servicer servicing such Mortgage Loan as nearly
contemporaneously as practicable to the time of the Purchaser's election,
prepared based on such Servicer's customary requirements for such appraisals.
Election to Delay Foreclosure: Any election by the Purchaser to delay
the Commencement of Foreclosure, made in accordance with Section 2.02(b).
Election to Foreclosure: Any election by the Purchaser to proceed with
the Commencement of Foreclosure, made in accordance with Section 2.03(a).
Monthly Advances: Principal and interest advances and servicing
advances including costs and expenses of foreclosure.
<PAGE>
Required Collateral Fund Balance: As of any date of determination, an
amount equal to the aggregate of all amounts previously required to be deposited
in the Collateral Fund pursuant to Section 2.02(d) (after adjustment for all
withdrawals and deposits pursuant to Section 2.02(e)) and Section 2.03(b) (after
adjustment for all withdrawals and deposits pursuant to Section 2.03(c)) and
Section 3.02 to be reduced by all withdrawals therefrom pursuant to Section
2.02(g) and Section 2.03(d).
Section 1.02 Definitions Incorporated by Reference
All capitalized terms not otherwise defined in this Agreement shall
have the meanings assigned in the Pooling and Servicing Agreement.
ARTICLE II
SPECIAL SERVICING PROCEDURES
Section 2.01 Reports and Notices
(a) In connection with the performance of its duties under the Pooling
and Servicing Agreement relating to the realization upon defaulted Mortgage
Loans serviced by it, each Servicer shall provide to the Purchaser the following
notices and reports:
(i) Within five Business Days after each Distribution Date (or
included in or with the monthly statements to Certificateholders pursuant
to the Pooling and Servicing Agreement), each Servicer shall provide to the
Purchaser a report, using the same methodology and calculations in its
standard servicing reports, indicating for the Trust Estate the number of
Mortgage Loans serviced by such Servicer that are (A) thirty days, (B)
sixty days, (C) ninety days or more delinquent or (D) in foreclosure, and
indicating for each such Mortgage Loan the loan number and outstanding
principal balance.
(ii) Prior to the Commencement of Foreclosure in connection with any
Mortgage Loan, the Servicer of such Mortgage Loan shall provide the
Purchaser with a notice (sent by telecopier) of such proposed and imminent
foreclosure, stating the loan number and the aggregate amount owing under
the Mortgage Loan. Such notice may be provided to the Purchaser in the form
of a copy of a referral letter from such Servicer to an attorney requesting
the institution of foreclosure.
(b) If requested by the Purchaser, each Servicer shall make its
servicing personnel available (during their normal business hours) to respond to
reasonable inquiries, by phone or in writing by facsimile, electronic, or
overnight mail transmission, by the Purchaser in connection with any Mortgage
Loan serviced by such Servicer identified in a report under subsection (a) (i)
(B), (a) (i) (C), (a) (i) (D), or (a) (ii) which has been given to the
Purchaser; provided, that (1) the related Servicer shall only be required to
provide information that is readily accessible to its servicing personnel and is
non-confidential and (2) the related Servicer shall respond within five Business
Days orally or in writing by facsimile transmission.
<PAGE>
(c) In addition to the foregoing, each Servicer shall provide to the
Purchaser such information as the Purchaser may reasonably request provided,
however, that such information is consistent with normal reporting practices,
concerning each Mortgage Loan serviced by such Servicer that is at least ninety
days delinquent and each Mortgage Loan serviced by such Servicer which has
become real estate owned, through the final liquidation thereof; provided, that
such Servicer shall only be required to provide information that is readily
accessible to its servicing personnel and is non-confidential; provided,
however, that the Purchaser will reimburse each Servicer for any out of pocket
expenses.
Section 2.02 Purchaser's Election to Delay Foreclosure Proceedings
(a) The Purchaser shall be deemed to direct the related Servicer that
in the event that such Servicer does not receive written notice of the
Purchaser's election pursuant to subsection (b) below within 24 hours (exclusive
of any intervening non-Business Days) of transmission of the notice provided by
such Servicer under Section 2.01 (a) (ii) subject to extension as set forth in
Section 2.02(b), such Servicer may proceed with the Commencement of Foreclosure
in respect of such Mortgage Loan in accordance with its normal foreclosure
policies without further notice to the Purchaser. Any foreclosure that has been
initiated may be discontinued (i) without notice to the Purchaser if the
Mortgage Loan has been brought current or if a refinancing or prepayment occurs
with respect to the Mortgage Loan (including by means of a short payoff approved
by such Servicer) or (ii) if such Servicer has reached the terms of a
forbearance agreement with the borrower. In the latter case, such Servicer may
complete such forbearance agreement unless instructed otherwise by the Purchaser
within two Business Days notification.
(b) In connection with any Mortgage Loan with respect to which a notice
under Section 2.01(a)(ii) has been given to the Purchaser, the Purchaser may
elect to instruct the related Servicer to delay the Commencement of Foreclosure
until such time as the Purchaser determines that such Servicer may proceed with
the Commencement of Foreclosure. Such election must be evidenced by written
notice received within 24 hours (exclusive of any intervening non-Business Days)
of transmission of the notice provided by such Servicer under Section
2.01(a)(ii). Such 24 hour period shall be extended for no longer than an
additional four Business Days after the receipt of the information if the
Purchaser requests additional information related to such foreclosure; provided,
however, that the Purchaser will have at least one Business Day to respond to
any requested additional information. Any such additional information shall be
provided only to the extent it (i) is not confidential in nature and (ii) is
obtainable by the related Servicer from existing reports, certificates or
statements or is otherwise readily accessible to its servicing personnel. The
Purchaser agrees that it has no right to deal with the mortgagor during such
period. However, if such servicing activities include acceptance of a
deed-in-lieu of foreclosure or short payoff, the Purchaser will be notified and
given two Business Days to respond.
(a) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Delay Foreclosure, the Purchaser shall obtain a Current
Appraisal as soon as practicable, but in no event more than 15 business days
thereafter, and shall provide the related Servicer with a copy of such Current
Appraisal.
<PAGE>
(b) Within two Business Days of making any Election to Delay
Foreclosure, the Purchaser shall remit by wire transfer to the Servicer
servicing the related Mortgage Loan, for deposit in the Collateral Fund
maintained by such Servicer, an amount, as calculated by such Servicer, equal to
the sum of (i) 125% of the greater of the unpaid principal balance of the
Mortgage Loan and the value shown in the Current Appraisal referred to in
subsection (c) above (or, if such Current Appraisal has not yet been obtained,
such Servicer's estimate thereof, in which case the required deposit under this
subsection shall be adjusted upon obtaining such Current Appraisal), and (ii)
three months' interest on the Mortgage Loan at the applicable Mortgage Interest
Rate. If any Election to Delay Foreclosure extends for a period in excess of
three months (such excess period being referred to herein as the "Excess
Period"), within two Business Days the Purchaser shall remit by wire transfer in
advance to the Servicer servicing the related Mortgage Loan for deposit in the
Collateral Fund maintained by such Servicer the amount of each additional
month's interest, as calculated by such Servicer, equal to interest on the
Mortgage Loan at the applicable Mortgage Interest Rate for the Excess Period.
The terms of this Agreement will no longer apply to the servicing of any
Mortgage Loan upon the failure of the Purchaser to deposit any of the above
amounts relating to the Mortgage Loan within two Business Days of the Election
to Delay Foreclosure or within two Business Days of the commencement of the
Excess Period subject to Section 3.01.
(c) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Delay Foreclosure, the Servicer of such Mortgage Loan may
withdraw from the Collateral Fund maintained by such Servicer from time to time
amounts necessary to reimburse such Servicer for all related Monthly Advances
and Liquidation Expenses thereafter made by such Servicer in accordance with the
Pooling and Servicing Agreement. To the extent that the amount of any such
Liquidation Expenses is determined by such Servicer based on estimated costs,
and the actual costs are subsequently determined to be higher, such Servicer may
withdraw the additional amount from the applicable Collateral Fund. In the event
that the Mortgage Loan is brought current by the mortgagor and the foreclosure
action is discontinued, the amounts so withdrawn from the applicable Collateral
Fund shall be redeposited if and to the extent that reimbursement therefor from
amounts paid by the mortgagor is not prohibited pursuant to the Pooling and
Servicing Agreement, applicable law or the related mortgage note. Except as
provided in the preceding sentence, amounts withdrawn from a Collateral Fund to
cover Monthly Advances and Liquidation Expenses shall not be redeposited therein
or otherwise reimbursed to the Purchaser. If and when any such Mortgage Loan is
brought current by the mortgagor, all amounts remaining in the applicable
Collateral Fund in respect of such Mortgage Loan (after adjustment for all
permitted withdrawals and deposits pursuant to this subsection) shall be
released to the Purchaser.
(d) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Delay Foreclosure, the related Servicer shall continue to
service the Mortgage Loan in accordance with its customary procedures (other
than the delay in Commencement of Foreclosure as provided herein). If and when
the Purchaser shall notify such Servicer that it believes that it is appropriate
to do so, such Servicer may proceed with the Commencement of Foreclosure. In any
event, if the Mortgage Loan is not brought current by the mortgagor by the time
the loan becomes 6 months delinquent, the Purchaser's election shall no longer
be effective
<PAGE>
and at the Purchaser's option, either (i) the Purchaser shall purchase the
Mortgage Loan from the related Trust Estate at a purchase price equal to the
fair market value as shown on the Current Appraisal, to be paid by (x) applying
any balance in the related Collateral Fund to such to such purchase price, and
(y) to the extent of any deficiency, by wire transfer of immediately available
funds from the Purchaser to the related Servicer for deposit in the related
Certificate Account; or (ii) the related Servicer shall proceed with the
Commencement of Foreclosure.
(e) Upon the occurrence of a liquidation with respect to any Mortgage
Loan as to which the Purchaser made an Election to Delay Foreclosure and as to
which the related Servicer proceeded with the Commencement of Foreclosure in
accordance with subsection (f) above, such Servicer shall calculate the amount,
if any, by which the value shown on the Current Appraisal obtained under
subsection (c) exceeds the actual sales price obtained for the related Mortgaged
Property (net of Liquidation Expenses and accrued interest related to the
extended foreclosure period), such Servicer shall withdraw the amount of such
excess from the Collateral Fund maintained by such Servicer, and shall remit the
same to the Trust Estate as additional Liquidation Proceeds. After making such
withdrawal, all amounts remaining in the related Collateral Fund in respect of
such Mortgage Loan (after adjustment for all permitted withdrawals and deposits
pursuant to this Agreement) shall be released to the Purchaser.
Section 1.02 Purchaser's Election to Commence Foreclosure Proceedings
(a) In connection with any Mortgage Loan identified in a report under
Section 2.01(a)(i)(B), the Purchaser may elect to instruct the related Servicer
to proceed with the Commencement of Foreclosure as soon as practicable. Such
election must be evidenced by written notice received by such Servicer by 5:00
p.m., New York City time, on the third Business Day following the delivery of
such report under Section 2.01(a)(i).
(b) Within two Business Days of making any Election to Foreclose, the
Purchaser shall remit to the related Servicer, for deposit in the related
Collateral Fund, an amount, as calculated by such Servicer, equal to 125% of the
current unpaid principal balance of the Mortgage Loan and three months interest
on the Mortgage Loan at the applicable Mortgage Interest Rate. If and when any
such Mortgage Loan is brought current by the mortgagor, all amounts in such
Collateral Fund in respect of such Mortgage Loan (after adjustment for all
permitted withdrawals and deposits pursuant to this Agreement) shall be released
to the Purchaser if and to the extent that reimbursement therefor from amounts
paid by the mortgagor is not prohibited pursuant to the Pooling and Servicing
Agreement, applicable law or the related mortgage note. The terms of this
Agreement will no longer apply to the servicing of any Mortgage Loan upon the
failure of the Purchaser to deposit the above amounts relating to the Mortgage
Loan within two Business Days of the Election to Foreclose subject to Section
3.01.
(c) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Foreclose, the related Servicer shall continue to service
the Mortgage Loan in accordance with its customary procedures (other than
Commencement of Foreclosure as provided herein). In connection therewith, such
Servicer shall have the same rights to make withdrawals for Monthly Advances and
Liquidations Expenses from the related Collateral Fund as are provided under
Section 2.02(e), and such Servicer shall make reimbursements thereto to
<PAGE>
the limited extent provided under such subsection in accordance with its
customary procedures. The related Servicer shall not be required to proceed with
the Commencement of Foreclosure if (i) the same is stayed as a result of the
mortgagor's bankruptcy or is otherwise barred by applicable law, or to the
extent that all legal conditions precedent thereto have not yet been complied
with, or (ii) such Servicer believes there is a breach of representations or
warranties in the Pooling and Servicing Agreement by the Depositor, which may
result in a repurchase or substitution of such Mortgage Loan, or (iii) such
Servicer reasonably believes the Mortgaged Property may be contaminated with or
affected by hazardous wastes or hazardous substances (and, without limiting the
such Servicer's right not to proceed with the Commencement of Foreclosure, such
Servicer supplies the Purchaser with information supporting such belief). Any
foreclosure that has been initiated may be discontinued (x) without notice to
the Purchaser if the Mortgage Loan has been brought current or if a refinancing
or prepayment occurs with respect to the Mortgage Loan (including by means of a
short payoff approved by the Purchaser) or (y) with notice to the Purchaser if
the related Servicer has reached the terms of a forbearance agreement unless
instructed otherwise by the Purchaser within two Business Days of such
notification. Any such instruction shall be based upon a decision that such
forbearance agreement is not in conformity with reasonable servicing practices.
(d) Upon the occurrence of a liquidation with respect to any Mortgage
Loan as to which the Purchaser made an Election to Foreclose and as to which the
related Servicer proceeded with the Commencement of Foreclosure in accordance
with subsection (c) above, such Servicer shall calculate the amount, if any, by
which the unpaid principal balance of the Mortgage Loan at the time of
liquidation (plus all unreimbursed interest and servicing advances and
Liquidation Expenses in connection therewith other than those paid from the
related Collateral Fund) exceeds the actual sales price obtained for the related
Mortgaged Property, and such Servicer shall withdraw the amount of such excess
from the related Collateral Fund, shall remit the same to the Trust Estate as
additional Liquidation Proceeds. After making such withdrawal, all amounts
remaining in the related Collateral Fund (after adjustment for all withdrawals
and deposits pursuant to subsection (c) in respect of such Mortgage Loan) shall
be released to the Purchaser.
Section 2.03 Termination
(e) With respect to all Mortgage Loans included in the Trust Estate,
the Purchaser's right to make any Election to Delay Foreclosure or any Election
to Foreclose and the Servicers' obligations under Section 2.01 shall terminate
(i) at such time as the Class Balance of the Class B Certificates has been
reduced to zero, (ii) if the greater of (x) 43% (or such lower or higher
percentage that represents the related Servicer's actual historical loss
experience with respect to the Mortgage Loans in the related pool as determined
by such Servicer) of the aggregate principal balance of all Mortgage Loans that
are in foreclosure or are more than 90 days delinquent on a contractual basis
and REO properties or (y) the aggregate amount that each Servicer estimates
through its normal servicing practices will be required to be withdrawn from the
related Collateral Fund with respect to Mortgage Loans as to which the Purchaser
has made an Election to Delay Foreclosure or an Election to Foreclosure, exceeds
(z) the then-current Class Balance of the Class B Certificates, (iii) upon any
transfer by the Purchaser of any interest (other than the minority interest
therein, but only if the transferee provides written
<PAGE>
acknowledgment to the Servicers of the Purchaser's right hereunder and that such
transferee will have no rights hereunder) in the Class B Certificates (whether
or not such transfer is registered under the Pooling and Servicing Agreement),
including any such transfer in connection with a termination of the Trust Estate
or (iv) upon any breach of the terms of this Agreement by the Purchaser.
(f) Except as set forth in 2.04(a), this Agreement and the respective
rights, obligations and responsibilities of the Purchaser and the Servicers
hereunder shall terminate upon the later to occur of (i) the final liquidation
of the last Mortgage Loan as to which the Purchaser made any Election to Delay
Foreclosure or any Election to Foreclose and the withdrawal of all remaining
amounts in any Collateral Fund as provided herein and (ii) ten Business Days'
notice. The Purchaser's right to make an election pursuant to Section 2.02 or
Section 2.03 hereof with respect to a particular Mortgage Loan shall terminate
if the Purchaser fails to make any deposit required pursuant to Section 2.02(d)
or 2.03(b) or if the Purchaser fails to make any other deposit to any Collateral
Fund pursuant to this Agreement.
ARTICLE II
COLLATERAL FUNDS; SECURITY INTEREST
Section 2.01 Collateral Funds
Upon receipt from the Purchaser of the initial amount required to be
deposited in any Collateral Fund pursuant to Article II, the related Servicer
shall establish and maintain with ________________ as a segregated account on
its books and records an account (each, a "Collateral Fund"), entitled
"_____________________________________, for the benefit of registered holders of
Bank of America Mortgage Securities, Inc.; Mortgage Pass-Through Certificates,
Series __________. Amounts held in any Collateral Fund shall continue to be the
property of the Purchaser, subject to the first priority security interest
granted hereunder for the benefit of the Certificateholders, until withdrawn
from such Collateral Fund pursuant to Section 2.02 or 2.03 hereof. Each
Collateral Fund shall be an "outside reserve fund" within the meaning of the
REMIC Provisions, beneficially owned by the Purchaser for federal income tax
purposes. All income, gain, deduction or loss with respect to any Collateral
Fund shall be that of the Purchaser. All distributions from the Trust Fund to
any Collateral Fund shall be treated as distributed to the Purchaser as the
beneficial owner thereof.
Upon the termination of this Agreement and the liquidation of all
Mortgage Loans as to which the Purchaser has made any Election to Delay
Foreclosure or any Election to Foreclose pursuant to Section 2.04 hereof, the
Servicers shall distribute or cause to be distributed to the Purchaser all
amounts remaining in the Collateral Funds (after adjustment for all deposits and
permitted withdrawals pursuant to this Agreement) together with any investment
earnings thereon. In the event the Purchaser has made any Election to Delay
Foreclosure or any Election to Foreclose, prior to any distribution to the
Purchaser of all amounts remaining in the Collateral Funds, funds in the
Collateral Funds shall be applied consistent with the terms of this Agreement.
<PAGE>
Section 2.04 Collateral Fund Permitted Investments
Each Servicer shall, at the written direction of the Purchaser, invest
the funds in the related Collateral Fund in Collateral Fund Permitted
Investments. Such direction shall not be changed more frequently than quarterly.
In the absence of any direction, a Servicer shall select such investments in
accordance with the definition of Collateral Fund Permitted Investments in its
discretion.
All income and gain realized from any investment as well as any
interest earned on deposits in a Collateral Fund (net of any losses on such
investments) and any payments of principal made in respect of any Collateral
Fund Permitted Investment shall be deposited in such Collateral Fund upon
receipt. All costs and realized losses associated with the purchase and sale of
Collateral Fund Permitted Investments shall be borne by the Purchaser and the
amount of net realized losses shall be deposited by the Purchaser in the related
Collateral Fund promptly upon realization. Each Servicer shall periodically (but
not more frequently than monthly) distribute to the Purchaser upon request an
amount of cash, to the extent cash is available therefore in the related
Collateral Fund, equal to the amount by which the balance of such Collateral
Fund, after giving effect to all other distributions to be made from such
Collateral Fund on such date, exceeds the Required Collateral Fund Balance for
such Collateral Fund. Any amounts so distributed shall be released from the lien
and security interest of this Agreement.
Section 2.05 Grant of Security Interest
The Purchaser hereby grants to each Servicer for the benefit of the
Certificateholders under the Pooling and Servicing Agreement a security interest
in and lien on all of the Purchaser's right, title and interest, whether now
owned or hereafter acquired, in and to: (1) the Collateral Fund, (2) all amounts
deposited in the related Collateral Fund and Collateral Fund Permitted
Investments in which such amounts are invested (and the distributions and
proceeds of such investments) and (3) all cash and non-cash proceeds of any of
the foregoing, including proceeds of the voluntary conversion thereof (all of
the foregoing collectively, the "Collateral").
The Purchaser acknowledges the lien on and the security interest in the
Collateral for the benefit of the Certificateholders. The Purchaser shall take
all actions requested by a Servicer as may be reasonably necessary to perfect
the security interest created under this Agreement in the Collateral and cause
it to be prior to all other security interests and liens, including the
execution and delivery to each Servicer for filing of appropriate financing
statements in accordance with applicable law. Each Servicer shall file
appropriate continuation statements, or appoint an agent on its behalf to file
such statements, in accordance with applicable law.
Section 2.06 Collateral Shortfalls
In the event that amounts on deposit in a Collateral Fund at any time
are insufficient to cover any withdrawals therefrom that the related Servicer is
then entitled to make hereunder, the Purchaser shall be obligated to pay such
amounts to such Servicer immediately upon demand. Such obligation shall
constitute a general corporate obligation of the Purchaser. The failure to pay
such amounts within two Business Days of such demand (except for amounts to
cover
<PAGE>
interest on a Mortgage Loan pursuant to Sections 2.02(d) and 2.03 (b)), shall
cause an immediate termination of the Purchaser's right to make any Election to
Delay Foreclosure or Election to Foreclose and such Servicer's obligations under
this Agreement with respect to all Mortgage Loans to which such insufficiencies
relate, without the necessity of any further notice or demand on the part of
such Servicer.
ARTICLE III
MISCELLANEOUS PROVISIONS
Section 3.01 Amendment.
This Agreement may be amended from time to time by the Servicers and
the Purchaser by written agreement signed by the Servicers and the Purchaser.
Section 3.02 Counterparts.
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 3.03 Governing Law.
This Agreement shall be construed in accordance with the laws of the
State of New York and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.
Section 3.04 Notices
All demands, notices and direction hereunder shall be in writing or by
telecopy and shall be deemed effective upon receipt to:
(a) in the case of the Servicers,
Bank of America, FSB
555 California Street
San Francisco, California 94104
Attention: _______________
Phone: __________________
Fax: __________________
NationsBanc Mortgage Corporation
201 North Tryon Street
Charlotte, North Carolina 28255
Attention: ___________________
<PAGE>
Phone: ______________________
Fax: ______________________
(b) in the case of the Purchaser,
_______________________________
_______________________________
Attention: ___________________
Section 3.05 Severability of Provisions
If any one or more of the covenants, agreements, provision or terms of
this Agreement shall be for any reason whatsoever, including regulatory, held
invalid, then such 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.
Section 3.06 Successors and Assigns
The provisions of this Agreement shall be binding upon and inure to the
benefit of the respective successors and assigns of the parties hereto, and all
such provisions shall inure to the benefit of the Certificateholders; provided,
however, that the rights under this Agreement cannot be assigned by the
Purchaser without the consent of the Servicers.
Section 3.07 Article and Section Headings.
The article and section headings herein are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
Section 3.08 Confidentiality.
The Purchaser agrees that all information supplied by or on behalf of
the Servicers pursuant to Sections 2.01 or 2.02, including individual account
information, is the property of the Servicers and the Purchaser agrees to hold
such information confidential and not to disclose such information.
Each party hereto agrees that neither it, nor any officer, director,
employee, affiliate or independent contractor acting at such party's direction
will disclose the terms of Section 4.09 of this Agreement to any person or
entity other than such party's legal counsel except pursuant to a final,
non-appealable order of court, the pendency of such order the other party will
have received notice of at least five business days prior to the date thereof,
or pursuant to the other party's prior express written consent.
Section 3.09 Indemnification.
The Purchaser agrees to indemnify and hold harmless the Servicers and
the Depositor and each person who controls the Servicers and the Depositor and
each of their respective officers,
<PAGE>
directors, affiliates and agents acting at the Servicers' or the Depositor's
direction (the "Indemnified Parties") against any and all losses, claims,
damages or liabilities to which they may be subject, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of, or
are based upon, actions taken by, or actions not taken by, the Servicers or the
Depositor, or on their behalf, in accordance with the provisions of this
Agreement and (i) which actions conflict with the Servicers' or the Depositor's
obligations under the Pooling and Servicing Agreement, or (ii) give rise to
securities law liability under federal or state securities laws with respect to
the Certificates. The Purchaser hereby agrees to reimburse the Indemnified
Parties for the reasonable legal or other expenses incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability or action. The indemnification obligations of the Purchaser hereunder
shall survive the termination or expiration of this Agreement.
<PAGE>
IN WITNESS WHEREOF, BA, NMC and the Purchaser have caused their names
to be signed hereto by their respective officers thereunto duly authorized, all
as of the day and year first above written.
Bank of America, FSB
By: ____________________________________
Name: __________________________________
Title: _________________________________
NationsBanc Mortgage Corporation
By: ____________________________________
Name: __________________________________
Title: _________________________________
[Purchaser]
By: ____________________________________
Name: __________________________________
Title: _________________________________
