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)
<PAGE>
ITEM 5. OTHER EVENTS
On April 27, 1999, Bank of America Mortgage Securities, Inc.,
a Delaware corporation (the "Registrant"), sold Mortgage Pass-Through
Certificates, Series 1999-4, Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class
A-12, Class A-13, Class A-PO, Class A-R, Class B-1, Class B-2 and Class B-3 (the
"Offered Certificates"), having an aggregate original principal balance of
$446,637,282.00. 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 1999-4, Class B-4, Class B-5 and Class B-6
Certificates, having an aggregate initial principal balance of $3,377,517.50
(the "Private Class B Certificates" and, together with the Offered Certificates,
the "Certificates"), were also issued pursuant to the Agreement.
As of the date of initial issuance, the Offered Certificates
evidenced an approximate 99.25% undivided interest in a trust (the "Trust"),
consisting principally of a pool of fixed interest rate, conventional, monthly
pay, fully-amortizing, one- to four-family residential first mortgage loans. The
remaining undivided interests in the Trust are evidenced by the Private Class B
Certificates distributions on which are subordinated to distributions on the
Offered Certificates.
Interest on the Offered Certificates will be distributed on
each Distribution Date (as defined in the Agreement). Monthly distributions in
reduction of the principal balance of the Offered Certificates will be allocated
to the Offered Certificates in accordance with the priorities set forth in the
Agreement. Distributions of interest and in reduction of principal balance on
any Distribution Date will be made to the extent that the Pool Distribution
Amount is sufficient therefor.
An election will be made to treat the Trust as a REMIC for
federal income tax purposes (the "REMIC"). The Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10,
Class A-11, Class A-12, Class A-13, Class A-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.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(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.
<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
-----------------------------------
Sharon Joseph
Vice President
<PAGE>
INDEX TO EXHIBITS
PAPER (P) OR
EXHIBIT NO. DESCRIPTION ELECTRONIC (E)
- ----------- ----------- --------------
(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.
==============================================================================
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
-----------------------
Mortgage Pass-Through Certificates
Series 1999-4
==============================================================================
<PAGE>
TABLE OF CONTENTS
PRELIMINARY STATEMENT.......................................................
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms.................................................
Section 1.03 Interest Calculations.........................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans..................................
Section 2.02 Acceptance by the Trustee of the Mortgage Loans...............
Section 2.03 Representations, Warranties and Covenants of the NMC
Servicer.....................................................
Section 2.04 Representations, Warranties and Covenants of the BA
Servicer.....................................................
Section 2.05 Representations and Warranties of the Depositor as to the
Mortgage Loans...............................................
Section 2.06 Designation of Interests in the REMIC.........................
Section 2.07 Designation of Start-up Day...................................
Section 2.08 REMIC Certificate Maturity Date...............................
Section 2.09 Execution and Delivery of Certificates........................
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Servicers to Service Mortgage Loans...........................
Section 3.02 Subservicing; Enforcement of the Obligations of Servicers.....
Section 3.03 Fidelity Bond; Errors and Omissions Insurance.................
Section 3.04 Access to Certain Documentation...............................
Section 3.05 Maintenance of Primary Mortgage Insurance Policy; Claims......
Section 3.06 Rights of the Depositor and the Trustee in Respect of the
Servicers....................................................
Section 3.07 Trustee to Act as Servicer....................................
Section 3.08 Collection of Mortgage Loan Payments; Servicer Custodial
Accounts and Certificate Account.............................
Section 3.09 Collection of Taxes, Assessments and Similar Items;
Escrow Accounts..............................................
Section 3.10 Access to Certain Documentation and Information Regarding
the Mortgage Loans...........................................
Section 3.11 Permitted Withdrawals from the Servicer Custodial
Accounts and Certificate Account.............................
Section 3.12 Maintenance of Hazard Insurance...............................
Section 3.13 Enforcement of Due-On-Sale Clauses; Assumption Agreements.....
Section 3.14 Realization Upon Defaulted Mortgage Loans; REO Property.......
Section 3.15 Trustee to Cooperate; Release of Mortgage Files...............
Section 3.16 Documents, Records and Funds in Possession of the
Servicers to be Held for the Trustee.........................
Section 3.17 Servicing Compensation........................................
Section 3.18 Annual Statement as to Compliance.............................
Section 3.19 Annual Independent Public Accountants' Servicing
Statement; Financial Statements..............................
Section 3.20 Advances......................................................
Section 3.21 Modifications, Waivers, Amendments and Consents...............
Section 3.22 Reports to the Securities and Exchange Commission.............
ARTICLE IV
SERVICER'S CERTIFICATE
Section 4.01 Servicer's Certificate........................................
ARTICLE V
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;
REMIC ADMINISTRATION
Section 5.01 Distributions.................................................
Section 5.02 Priorities of Distribution....................................
Section 5.03 Allocation of Losses..........................................
Section 5.04 Statements to Certificateholders..............................
Section 5.05 Tax Returns and Reports to Certificateholders.................
Section 5.06 Tax Matters Person............................................
Section 5.07 Rights of the Tax Matters Person in Respect of the Trustee....
Section 5.08 REMIC Related Covenants.......................................
ARTICLE VI
THE CERTIFICATES
Section 6.01 The Certificates..............................................
Section 6.02 Registration of Transfer and Exchange of Certificates.........
Section 6.03 Mutilated, Destroyed, Lost or Stolen Certificates.............
Section 6.04 Persons Deemed Owners.........................................
ARTICLE VII
THE DEPOSITOR AND THE SERVICERS
Section 7.01 Respective Liabilities of the Depositor and the Servicers.....
Section 7.02 Merger or Consolidation of the Depositor or a Servicer........
Section 7.03 Limitation on Liability of the Depositor, the Servicers
and Others...................................................
Section 7.04 Depositor and Servicers Not to Resign.........................
ARTICLE VIII
DEFAULT
Section 8.01 Events of Default.............................................
Section 8.02 Remedies of Trustee...........................................
Section 8.03 Directions by Certificateholders and Duties of Trustee
During Event of Default......................................
Section 8.04 Action upon Certain Failures of a Servicer and upon Event
of Default...................................................
Section 8.05 Trustee to Act; Appointment of Successor......................
Section 8.06 Notification to Certificateholders............................
ARTICLE IX
THE TRUSTEE
Section 9.01 Duties of Trustee.............................................
Section 9.02 Certain Matters Affecting the Trustee.........................
Section 9.03 Trustee Not Liable for Certificates or Mortgage Loans.........
Section 9.04 Trustee May Own Certificates..................................
Section 9.05 Eligibility Requirements for Trustee..........................
Section 9.06 Resignation and Removal of Trustee............................
Section 9.07 Successor Trustee.............................................
Section 9.08 Merger or Consolidation of Trustee............................
Section 9.09 Appointment of Co-Trustee or Separate Trustee.................
Section 9.10 Authenticating Agents.........................................
Section 9.11 Trustee's Fees and Expenses...................................
Section 9.12 [RESERVED]....................................................
Section 9.13 Paying Agents.................................................
Section 9.14 Limitation of Liability.......................................
Section 9.15 Trustee May Enforce Claims Without Possession of
Certificates.................................................
Section 9.16 Suits for Enforcement.........................................
Section 9.17 Waiver of Bond Requirement....................................
Section 9.18 Waiver of Inventory, Accounting and Appraisal Requirement.....
Section 9.19 Year 2000 Compliance..........................................
ARTICLE X
TERMINATION
Section 10.01 Termination upon Purchase by the Depositor or
Liquidation of All Mortgage Loans............................
Section 10.02 Additional Termination Requirements..........................
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment....................................................
Section 11.02 Recordation of Agreement.....................................
Section 11.03 Limitation on Rights of Certificateholders...................
Section 11.04 Governing Law................................................
Section 11.05 Notices......................................................
Section 11.06 Severability of Provisions...................................
Section 11.07 Certificates Nonassessable and Fully Paid....................
Section 11.08 Access to List of Certificateholders.........................
Section 11.09 Recharacterization...........................................
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EXHIBITS
Exhibit A-1 - Form of Face of Class A-1 Certificate
Exhibit A-2 - Form of Face of Class A-2 Certificate
Exhibit A-3 - Form of Face of Class A-3 Certificate
Exhibit A-4 - Form of Face of Class A-4 Certificate
Exhibit A-5 - Form of Face of Class A-5 Certificate
Exhibit A-6 - Form of Face of Class A-6 Certificate
Exhibit A-7 - Form of Face of Class A-7 Certificate
Exhibit A-8 - Form of Face of Class A-8 Certificate
Exhibit A-9 - Form of Face of Class A-9 Certificate
Exhibit A-10 - Form of Face of Class A-10 Certificate
Exhibit A-11 - Form of Face of Class A-11 Certificate
Exhibit A-12 - Form of Face of Class A-12 Certificate
Exhibit A-13 - Form of Face of Class A-13 Certificate
Exhibit A-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
Exhibit D-1 - BA Mortgage Loan Schedule
Exhibit D-2 - NMC Mortgage Loan Schedule
Exhibit E - Request for Release of Documents
Exhibit F - Form of Certification of Establishment of Account
Exhibit G-1 - Form of Transferor's Certificate
Exhibit G-2A - Form 1 of Transferee's Certificate
Exhibit G-2B - Form 2 of Transferee's Certificate
Exhibit H - Form of Transferee Representation Letter
- for ERISA Restricted Certificates
Exhibit I - Form of Affidavit Regarding Transfer of Residual
Certificate
Exhibit J Contents of Servicing File
Exhibit K Form of Special Servicing Agreement
<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:
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>
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Integral
Initial Class Multiples
Certificate Pass-Through Minimum in Excess
Classes Balance Rate Denomination of Minimum
- -------------- --------------- ------------- -------------- ---------------
Class A-1 $126,000,000.00 6.500% $1,000 $1
Class A-2 $196,447,000.00 6.500% $1,000 $1
Class A-3 $12,818,000.00 6.500% $1,000 $1
Class A-4 $6,457,000.00 6.500% $1,000 $1
Class A-5 $5,000,000.00 6.500% $1,000 $1
Class A-6 $19,715,000.00 6.500% $1,000 $1
Class A-7 $45,000,000.00 6.500% $1,000 $1
Class A-8 $10,000,000.00 6.250% $1,000 $1
Class A-9 $2,571,000.00 6.750% $1,000 $1
Class A-10 $2,350,000.00 6.750% $1,000 $1
Class A-11 $1,295,000.00 6.750% $1,000 $1
Class A-12 $1,377,000.00 6.750% $1,000 $1
Class A-13 $2,407,000.00 6.750% $1,000 $1
Class A-PO $572,182.00 (1) $25,000 $1
Class A-R $100.00 6.500% $100 N/A
Class B-1 $9,676,000.00 6.500% $25,000 $1
Class B-2 $3,376,000.00 6.500% $25,000 $1
Class B-3 $1,576,000.00 6.500% $25,000 $1
Class B-4 $1,576,000.00 6.500% $25,000 $1
Class B-5 $901,000.00 6.500% $25,000 $1
Class B-6 $900,517.50 6.500% $25,000 $1
============== =============== ============= =============- ===============
- ---------------
(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 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.
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 1999-4 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 1999-4." Funds in the Certificate
Account shall be held in trust for the Certificateholders for the uses and
purposes set forth in this Agreement.
CERTIFICATE BALANCE: With respect to any Certificate at any date,
the maximum dollar amount of principal to which the Holder thereof is then
entitled hereunder, such amount being equal to the product of the Percentage
Interest of such Certificate and the Class Certificate Balance of the Class of
Certificates of which such Certificate is a part.
CERTIFICATE OWNER: With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of a Book-Entry Certificate. With respect
to any Definitive Certificate, the Certificateholder of such Certificate.
CERTIFICATE REGISTER: The register maintained pursuant to
Section 6.02.
CERTIFICATE REGISTRAR: The registrar appointed pursuant to
Section 6.02.
CERTIFICATEHOLDER: The Person in whose name a Certificate is
registered in the Certificate Register, except that, solely for the purpose of
giving any consent pursuant to this Agreement, any Certificate registered in the
name of the Depositor, either Servicer or any affiliate thereof shall be deemed
not to be outstanding and the Percentage Interest and Voting Rights evidenced
thereby shall not be taken into account in determining whether the requisite
amount of Percentage Interests or Voting Rights, as the case may be, necessary
to effect any such consent has been obtained, unless such entity is the
registered owner of the entire Class of Certificates, provided that the Trustee
shall not be responsible for knowing that any Certificate is registered in the
name of such an affiliate unless one of its Responsible Officers has actual
knowledge.
CLASS: As to the Certificates, the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10,
Class A-11, Class A-12, Class A-13, Class A-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-2, Class A-3, Class
A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class
A-11, Class A-12, Class A-13, Class A-PO and Class A-R Certificates.
CLASS A-7 PERCENTAGE: As to any Distribution Date, the percentage
equivalent (carried to six places rounded up) of a fraction the numerator of
which is the Class Certificate Balance of the Class A-7 Certificates immediately
prior to such date and the denominator of which is the aggregate of the Class
Certificate Balances of all Classes of Senior Certificates (other than the Class
A-PO Certificates) immediately prior to such date.
CLASS A-7 PRINCIPAL DISTRIBUTION AMOUNT: As to any Distribution
Date, the lesser of (i) the Class Certificate Balance of the Class A-7
Certificates and (ii) the product of (a) the Class A-7 Shift Percentage, (b) the
Class A-7 Percentage and (c) the Senior Principal Distribution Amount.
CLASS A-7 SHIFT PERCENTAGE: As to any Distribution Date, the
percentage indicated below:
DISTRIBUTION DATE OCCURRING IN CLASS A-7 SHIFT PERCENTAGE
- ------------------------------ --------------------------
May 1999 through April 2004.................... 0%
May 2004 through April 2005.................... 30%
May 2005 through April 2006.................... 40%
May 2006 through April 2007.................... 60%
May 2007 through April 2008.................... 80%
May 2008 and thereafter........................ 100%
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.
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
$450,014,799.95.
CUT-OFF DATE PRINCIPAL BALANCE: As to any Mortgage Loan, the unpaid
principal balance thereof as of the close of business on the Cut-Off Date,
reduced by all installments of principal due on or prior thereto whether or not
paid.
DEBT SERVICE REDUCTION: As to any Mortgage Loan and any
Determination Date, the excess of (i) the Monthly Payment due on the related Due
Date under the terms of such Mortgage Loan over (ii) the amount of the monthly
payment of principal and/or interest required to be paid with respect to such
Due Date by the Mortgagor as established by a court of competent jurisdiction
(pursuant to an order which has become final and nonappealable) as a result of a
proceeding initiated by or against the related Mortgagor under the Bankruptcy
Code, as amended from time to time (11 U.S.C.); provided that no such excess
shall be considered a Debt Service Reduction so long as (a) the related Servicer
is pursuing an appeal of the court order giving rise to any such modification
and (b)(1) such Mortgage Loan is not in default with respect to payment due
thereunder in accordance with the terms of such Mortgage Loan as in effect on
the Cut-Off Date or (2) Monthly Payments are being advanced by the related
Servicer in accordance with the terms of such Mortgage Loan as in effect on the
Cut-Off Date.
DEBT SERVICE REDUCTION MORTGAGE LOAN: Any Mortgage Loan that
became the subject of a Debt Service Reduction.
DEFECTIVE MORTGAGE LOAN: Any Mortgage Loan which is required to
be cured, repurchased or substituted for pursuant to Sections 2.02 or 2.05.
DEFICIENT VALUATION: As to any Mortgage Loan and any Determination
Date, the excess of (i) the then outstanding indebtedness under such Mortgage
Loan over (ii) the secured valuation thereof established by a court of competent
jurisdiction (pursuant to an order which has become final and nonappealable) as
a result of a proceeding initiated by or against the related Mortgagor under the
Bankruptcy Code, as amended from time to time (11 U.S.C.), pursuant to which
such Mortgagor retained such Mortgaged Property; provided that no such excess
shall be considered a Deficient Valuation so long as (a) the related Servicer is
pursuing an appeal of the court order giving rise to any such modification and
(b)(1) such Mortgage Loan is not in default with respect to payments due
thereunder in accordance with the terms of such Mortgage Loan as in effect on
the Cut-Off Date or (2) Monthly Payments are being advanced by the related
Servicer in accordance with the terms of such Mortgage Loan as in effect on the
Cut-Off Date.
DEFICIENT VALUATION MORTGAGE LOAN: Any Mortgage Loan that became
the subject of a Deficient Valuation.
DEFINITIVE CERTIFICATES: As defined in Section 6.02(c)(iii).
DEPOSITOR: Bank of America Mortgage Securities, Inc., a Delaware
corporation, or its successor in interest, as depositor of the Trust Estate.
DEPOSITORY: The Depository Trust Company, the nominee of which is
Cede & Co., as the registered Holder of the Book-Entry Certificates or any
successor thereto appointed in accordance with this Agreement. The Depository
shall at all times be a "clearing corporation" as defined in Section 8-102(3) of
the Uniform Commercial Code of the State of New York.
DEPOSITORY PARTICIPANT: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
DETERMINATION DATE: As to any Distribution Date, the 16th day of the
month of the related Distribution Date or, if such 16th day is not a Business
Day, the Business Day immediately preceding such 16th day.
DISCOUNT MORTGAGE LOAN: Any Mortgage Loan with a Net Mortgage
Interest Rate that is less than 6.500% 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 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.
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: $125,697.05.
INITIAL CLASS CERTIFICATE BALANCE: As to each Class of
Certificates, the Class Certificate Balance set forth in the Preliminary
Statement.
INITIAL FRAUD LOSS AMOUNT: $4,500,148.00.
INITIAL SPECIAL HAZARD AMOUNT: $4,522,670.69.
INSURANCE POLICY: With respect to any Mortgage Loan included in the
Trust Estate, any related insurance policy, including all riders and
endorsements thereto in effect, including any replacement policy or policies for
any Insurance Policies.
INSURANCE PROCEEDS: Proceeds paid by an insurer pursuant to any
Insurance Policy, in each case other than any amount included in such Insurance
Proceeds in respect of Insured Expenses.
INSURED EXPENSES: Expenses covered by an Insurance Policy or any
other insurance policy with respect to the Mortgage Loans.
INTEREST ACCRUAL PERIOD: As to any Distribution Date and each Class
of Certificates (other than the Class A-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.
MORTGAGE INTEREST RATE: As to any Mortgage Loan, the per annum rate
of interest at which interest accrues on the principal balance of such Mortgage
Loan in accordance with the terms of the related Mortgage Note.
MORTGAGE LOAN PURCHASE AGREEMENT: Each of the BA Mortgage Loan
Purchase Agreement and the NMC Mortgage Loan Purchase Agreement.
MORTGAGE LOAN SCHEDULE: The list of Mortgage Loans (as from time to
time amended by the applicable Servicer to reflect the addition of Substitute
Mortgage Loans and the deletion of Defective Mortgage Loans pursuant to the
provisions of this Agreement) transferred to the Trustee as part of the Trust
Estate and from time to time subject to this Agreement, attached hereto as
EXHIBIT D-1 and EXHIBIT D-2, setting forth the following information with
respect to each Mortgage Loan: (i) the Mortgage Loan identifying number; (ii) a
code indicating whether the Mortgaged Property is owner-occupied; (iii) the
property type for each Mortgaged Property; (iv) the original months to maturity
or the remaining months to maturity from the Cut-Off Date; (v) the Loan-to-Value
Ratio at origination; (vi) the Mortgage Interest Rate; (vii) the date on which
the first Monthly Payment was due on the Mortgage Loan, and, if such date is not
the Due Date currently in effect, such Due Date; (viii) the stated maturity
date; (ix) the amount of the Monthly Payment as of the Cut-Off Date; (x) the
paid-through date; (xi) the original principal amount of the Mortgage Loan;
(xii) the principal balance of the Mortgage Loan as of the close of business on
the Cut-Off Date, after application of payments of principal due on or before
the Cut-Off Date, whether or not collected, and after deduction of any payments
collected of scheduled principal due after the Cut-Off Date; (xiii) a code
indicating the purpose of the Mortgage Loan; (xiv) a code indicating the
documentation style; and (xv) the Appraised Value. With respect to the Mortgage
Loans in the aggregate, the Mortgage Loan Schedule shall set forth the following
information, as of the Cut-Off Date: (i) the number of Mortgage Loans; (ii) the
current aggregate outstanding principal balance of the Mortgage Loans; (iii) the
weighted average Mortgage Rate of the Mortgage Loans; and (iv) the weighted
average months to maturity of the Mortgage Loans.
MORTGAGE LOANS: Such of the mortgage loans transferred and assigned
to the Trustee pursuant to Section 2.01 as from time to time are held as a part
of the Trust Estate (including any Substitute Mortgage Loans and REO Property),
the Mortgage Loans originally so held being identified in the Mortgage Loan
Schedule.
MORTGAGE NOTE: The originally executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan,
together with all riders thereto and amendments thereof.
MORTGAGED PROPERTY: The underlying property securing a Mortgage
Loan.
MORTGAGOR: The obligor on a Mortgage Note.
NET MORTGAGE INTEREST RATE: As to any Mortgage Loan and Distribution
Date, such Mortgage Loan's Mortgage Interest Rate thereon on the first day of
the month preceding the month of the related Distribution Date reduced by the
related Servicing Fee Rate and the Trustee Fee Rate.
NMC MORTGAGE LOAN PURCHASE AGREEMENT: The Mortgage Loan Purchase
Agreement, dated 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 6.500%. As
to any Mortgage Loan that is not a Discount Mortgage Loan, 100%.
NON-PO PRINCIPAL AMOUNT: As to any Distribution Date, the sum of the
applicable Non-PO Percentage of (a) the principal portion of each Monthly
Payment (without giving effect, prior to the reduction of the Bankruptcy Loss
Amount to zero, to any reductions thereof caused by any Debt Service Reductions)
due on each Mortgage Loan on the related Due Date, (b) the Stated Principal
Balance, as of the date of repurchase, of each Mortgage Loan that was
repurchased by the Depositor pursuant to this Agreement as of such Distribution
Date, (c) any Substitution Adjustment Amount in connection with a Defective
Mortgage Loan received with respect to such Distribution Date, (d) any
Liquidation Proceeds allocable to recoveries of principal of Mortgage Loans that
are not yet Liquidated Mortgage Loans received during the calendar month
preceding the month of such Distribution Date, (e) with respect to each Mortgage
Loan that became a Liquidated Mortgage Loan during the calendar month preceding
the month of such Distribution Date, the amount of Liquidation Proceeds
allocable to principal received during the calendar month preceding the month of
such Distribution Date with respect to such Mortgage Loan and (f) all Principal
Prepayments received during the calendar month preceding the month of such
Distribution Date.
NON-SUPPORTED INTEREST SHORTFALLS: As to any Distribution Date, the
amount, if any, by which the aggregate of Prepayment Interest Shortfalls exceeds
Compensating Interest for such Distribution Date.
NON-U.S. PERSON: A Person other than a U.S. Person.
NONRECOVERABLE ADVANCE: Any portion of an Advance previously made or
proposed to be made in respect of a Mortgage Loan which has not been previously
reimbursed and which, in the good faith judgment of the related Servicer, will
not or, in the case of a proposed Advance, would not be ultimately recoverable
from the related Mortgagor, related Liquidation Proceeds, or other recoveries in
respect of the related Mortgage Loan.
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 1.85%
Class B-2 1.10%
Class B-3 0.75%
Class B-4 0.40%
Class B-5 0.20%
Class B-6 0.00%
ORIGINAL SUBORDINATE CERTIFICATE BALANCE: $19,005,517.50.
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.
PERCENTAGE INTEREST: As to any Certificate, the percentage obtained
by dividing the initial Certificate Balance of such Certificate by the Initial
Class Certificate Balance of the Class of which such Certificate is a part.
PERIODIC ADVANCE: The payment required to be made by a Servicer with
respect to any Distribution Date pursuant to Section 3.20, the amount of any
such payment being equal to the aggregate of Monthly Payments (net of the
Servicing Fee) on the Mortgage Loans (including any REO Property) serviced by
such Servicer that were due on the related Due Date and not received as of the
close of business on the related Determination Date, less the aggregate amount
of any such delinquent payments that such Servicer has determined would
constitute a Nonrecoverable Advance if advanced.
PERMITTED INVESTMENTS: One or more of the following:
(i) obligations of or guaranteed as to principal and interest by the
United States, FHLMC, FNMA or any agency or instrumentality of the United
States when such obligations are backed by the full faith and credit of the
United States; provided that such obligations of FHLMC or FNMA shall be
limited to senior debt obligations and mortgage participation certificates
other than investments in mortgage-backed or mortgage participation
securities with yields evidencing extreme sensitivity to the rate of
principal payments on the underlying mortgages, which shall not constitute
Permitted Investments hereunder;
(ii) repurchase agreements on obligations specified in clause (i)
maturing not more than one month from the date of acquisition thereof with
a corporation incorporated under the laws of the United States or any state
thereof rated not lower than "A-1" by S&P and "F-1" by Fitch;
(iii) federal funds, certificates of deposit, demand deposits, time
deposits and bankers' acceptances (which shall each have an original
maturity of not more than 90 days and, in the case of bankers' acceptances,
shall in no event have an original maturity of more than 365 days or a
remaining maturity of more than 30 days) denominated in United States
dollars of any U.S. depository institution or trust company incorporated
under the laws of the United States or any state thereof, rated not lower
than "A-1" by S&P and "F-1" by Fitch;
(iv) commercial paper (having original maturities of not more than
365 days) of any corporation incorporated under the laws of the United
States or any state thereof which is rated not lower than "A-1" by S&P and
"F-1" by Fitch;
(v) investments in money market funds (including funds of the
Trustee or its affiliates, or funds for which an affiliate of the Trustee
acts as advisor, as well as funds for which the Trustee and its affiliates
may receive compensation) rated either "AAAm" or "AAAm G" by S&P, and "AAA"
by Fitch or otherwise approved in writing by each Rating Agency; and
(vi) other obligations or securities that are acceptable to each
Rating Agency and, as evidenced by an Opinion of Counsel obtained by either
Servicer, will not affect the qualification of 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
the month of such Distribution Date, the amount of Liquidation Proceeds
allocable to principal received with respect to such Mortgage Loan during the
calendar month preceding the month of such Distribution Date with respect to
such Mortgage Loan and (f) all Principal Prepayments received during the
calendar month preceding the month of such Distribution Date.
POOL DISTRIBUTION AMOUNT: As to any Distribution Date, the excess of
(a) the sum of (i) the aggregate of (A) the interest portion of any Monthly
Payment (net of the Servicing Fee) and the principal portion of any Monthly
Payment due on the Due Date in the month in which such Distribution Date occurs
and which is received prior to the related Determination Date and (B) all
Periodic Advances and payments of Compensating Interest made by the Servicers in
respect of such Distribution Date deposited to the Servicer Custodial Accounts
pursuant to Section 3.08(b)(vii); (ii) all Liquidation Proceeds received during
the preceding calendar month and deposited to the Servicer Custodial Accounts
pursuant to Section 3.08(b)(iii); (iii) all Principal Prepayments received
during the month preceding the month of such Distribution Date and deposited to
the Servicer Custodial Accounts pursuant to Section 3.08(b)(i) during such
period; (iv) in connection with Defective Mortgage Loans, as applicable, the
aggregate of the Repurchase Prices and Substitution Adjustment Amounts deposited
on the related Remittance Date pursuant to Section 3.08(b)(vi); and (v) any
other amounts in the Servicer Custodial Accounts deposited therein pursuant to
Sections 3.08(b)(iv), (v) and (viii) in respect of such Distribution Date; over
(b) any (i) amounts permitted to be withdrawn from the Servicer Custodial
Accounts pursuant to clauses (i) through (vii), inclusive, of Section 3.11(a)
and (ii) amounts permitted to be withdrawn from the Certificate Account pursuant
to clauses (i) and (ii) of Section 3.11(b).
POOL STATED PRINCIPAL BALANCE: As to any Distribution Date, the
aggregate Stated Principal Balances of all Mortgage Loans that were Outstanding
Mortgage Loans immediately following the Due Date in the month of such
Distribution Date.
PREPAYMENT INTEREST SHORTFALL: As to any Distribution Date and each
Mortgage Loan subject to a Principal Prepayment received during the calendar
month preceding such Distribution Date, the amount, if any, by which one month's
interest at the related Mortgage Interest Rate (net of the Servicing Fee) on
such Principal Prepayment exceeds the amount of interest paid in connection with
such Principal Prepayment.
PRIMARY INSURANCE POLICY: Each policy of primary mortgage guaranty
insurance or any replacement policy therefor with respect to any Mortgage Loan,
in each case issued by an insurer acceptable to FNMA or FHLMC.
PRINCIPAL-ONLY CERTIFICATES: Any Class of Certificates entitled
to distributions of principal, but to no distributions of interest. The
Class A-PO Certificates are the sole Class of Principal-Only Certificates.
PRINCIPAL PREPAYMENT: Any payment or other recovery of principal on
a Mortgage Loan (other than Liquidation Proceeds) which is received in advance
of its scheduled Due Date and is not accompanied by an amount of interest
representing scheduled interest due on any date or dates in any month or months
subsequent to the month of prepayment.
PRINCIPAL PREPAYMENT IN FULL: Any Principal Prepayment of the
entire principal balance of a Mortgage Loan.
PRIVATE CERTIFICATES: The Class B-4, Class B-5 and Class B-6
Certificates.
PRO RATA SHARE: As to any Distribution Date and any Class of
Subordinate Certificates that is not a Restricted Class, the portion of the
Subordinate Principal Distribution Amount allocable to such Class, equal to the
product of the Subordinate Principal Distribution Amount for such Distribution
Date and a fraction, the numerator of which is the related Class Certificate
Balance thereof and the denominator of which is the aggregate Class Certificate
Balance of the Subordinate Certificates that are not Restricted Classes. The Pro
Rata Share of a Restricted Class shall be 0%.
QUALIFIED APPRAISER: An appraiser of a Mortgaged Property duly
appointed by the originator of the related Mortgage Loan, who had no interest,
direct or indirect, in such Mortgaged Property or in any loan made on the
security thereof, whose compensation is not affected by the approval or
disapproval of the related Mortgage Loan and who met the minimum qualifications
of FNMA or FHLMC.
RATING AGENCY: Each of Fitch and S&P. If either such organization or
a successor is no longer in existence, "Rating Agency" shall be such nationally
recognized statistical rating organization, or other comparable Person, as is
designated by the Depositor, notice of which designation shall be given to the
Trustee. References herein to a given rating or rating category of a Rating
Agency shall mean such rating category without giving effect to any modifiers.
REALIZED LOSS: With respect to each Liquidated Mortgage Loan, an
amount as of the date of such liquidation, equal to (i) the unpaid principal
balance of the Liquidated Mortgage Loan as of the date of such liquidation, plus
(ii) interest at the Net Mortgage Interest Rate from the Due Date as to which
interest was last paid or advanced (and not reimbursed) to Certificateholders up
to the Due Date in the month in which Liquidation Proceeds are required to be
distributed on the Stated Principal Balance of such Liquidated Mortgage Loan
from time to time, minus (iii) the Liquidation Proceeds, if any, received during
the month in which such liquidation occurred, to the extent applied as
recoveries of interest at the Net Mortgage Interest Rate and to principal of the
Liquidated Mortgage Loan. With respect to each Mortgage Loan that has become the
subject of a Deficient Valuation, if the principal amount due under the related
Mortgage Note has been reduced, the difference between the principal balance of
the Mortgage Loan outstanding immediately prior to such Deficient Valuation and
the principal balance of the Mortgage Loan as reduced by the Deficient
Valuation. With respect to each Mortgage Loan that has become the subject of a
Debt Service Reduction and any Distribution Date, the amount, if any, by which
the principal portion of the related Monthly Payment has been reduced.
RECORD DATE: The last day of the month (or, if such day is not a
Business Day, the preceding Business Day) preceding the month of the related
Distribution Date.
REFINANCE MORTGAGE LOAN: Any Mortgage Loan the proceeds of which
were not used to purchase the related Mortgaged Property.
REGULAR CERTIFICATES: As defined in the Preliminary Statement
hereto.
RELIEF ACT: The Soldiers' and Sailors' Civil Relief Act of 1940,
as amended.
RELIEF ACT REDUCTION: With respect to any Distribution Date, for any
Mortgage Loan as to which there has been a reduction in the amount of interest
collectible thereon for the most recently ended calendar month as a result of
the application of the Relief Act, the amount, if any, by which (i) interest
collectible on such Mortgage Loan for the most recently ended calendar month is
less than (ii) interest accrued pursuant to the terms of the Mortgage Note on
the same principal amount and for the same period as the interest collectible on
such Mortgage Loan for the most recently ended calendar month.
REMIC: A "real estate mortgage investment conduit" within the
meaning of Section 860D of the Code. "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.
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.
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 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
6.500% and the Trustee Fee Rate; provided, however, that the Servicing Fee Rate
will not be less than 0.25% per annum with respect to any Mortgage Loan.
SERVICING FILE: The items pertaining to a particular Mortgage Loan
referred to in EXHIBIT J hereto, and any additional documents required to be
added to the Servicing File pursuant to the Agreement.
SERVICING OFFICER: Any officer of a Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name appears on a list of servicing officers furnished to the Trustee by such
Servicer, as such list may from time to time be amended.
SIMILAR LAW: As defined in Section 6.02(e).
SPECIAL HAZARD LOSS: As to a Mortgaged Property, any Realized Loss
on account of direct physical loss, exclusive of (i) any loss covered by a
hazard policy or a flood insurance policy maintained in respect of such
Mortgaged Property pursuant to Section 3.12 and (ii) any loss caused by or
resulting from:
(a) (i) wear and tear, deterioration, rust or corrosion, mold, wet
or dry rot; inherent vice or latent defect; animals, birds, vermin or insects;
or
(ii) settling, subsidence, cracking, shrinkage, building or
expansion of pavements, foundations, walls, floors, roofs or ceilings;
(b) errors in design, faulty workmanship or faulty materials,
unless the collapse of the property or a part thereof ensues and then only for
the ensuing loss;
(c) nuclear or chemical reaction or nuclear radiation or
radioactive or chemical contamination, all whether controlled or uncontrolled,
and whether such loss is direct or indirect, proximate or remote; or
(d) (i) hostile or warlike action in time of peace or war,
including action in hindering, combating or defending against an actual,
impending or expected attack (A) by any government or sovereign power (de jure
or de facto), or by any authority maintaining or using military, naval or air
forces; or (B) by military, naval or air forces; or (C) by an agent of any such
government, power, authority or forces;
(ii) any weapon of war or facility for producing same employing
atomic fission, radioactive force or chemical or biological contaminants,
whether in time of peace or war; or
(iii) insurrection, rebellion, revolution, civil war, usurped power
or action taken by governmental authority in hindering, combating or
defending against such an occurrence, seizure or destruction under
quarantine or customs regulations, confiscation by order of any government
or public authority, or risks of contraband or illegal transportation or
trade.
SPECIAL HAZARD LOSS AMOUNT: As to any Distribution Date, the lesser
of (a) the greatest of (i) 1% of the Pool Stated Principal Balance of the
Mortgage Loans, (ii) twice the principal balance of the largest Mortgage Loan,
and (iii) the aggregate principal balance of all Mortgage Loans secured by
Mortgaged Properties located in the single California five-digit postal zip code
having the highest aggregate principal balance of any zip code area (all
principal balances to be calculated as of the first day of the month preceding
such Distribution Date after giving effect to Monthly Payments then due, whether
or not paid) and (b) the Initial Special Hazard Loss Amount, reduced (but not
below zero) by the amount of Realized Losses in respect of Special Hazard
Mortgage Loans previously incurred during the period from the Cut-Off Date
through the last day of the month preceding the month of such Distribution Date.
The Special Hazard Loss Amount may be further reduced from time to time below
the amounts specified above with the written consent of the Rating Agencies and
without resulting in a downgrading to the then-current rating of the
Certificates.
SPECIAL HAZARD MORTGAGE LOAN: Any Liquidated Mortgage Loan as to
which the ability to recover thereon was substantially impaired by reason of a
hazard or loss not covered by a hazard policy or flood insurance policy
maintained in respect of such Mortgaged Property pursuant to Section 3.12.
STATED PRINCIPAL BALANCE: As to any Mortgage Loan and date, the
unpaid principal balance of such Mortgage Loan as of the Due Date immediately
preceding such date as specified in the amortization schedule at the time
relating thereto (before any adjustment to such amortization schedule by reason
of any moratorium or similar waiver or grace period) after giving effect to any
previous partial Principal Prepayments and Liquidation Proceeds allocable to
principal (other than with respect to any Liquidated Mortgage Loan) and to the
payment of principal due on such Due Date and irrespective of any delinquency in
payment by the related Mortgagor, and after giving effect to any Deficient
Valuation.
SUBORDINATE CERTIFICATES: The Class B Certificates.
SUBORDINATE PERCENTAGE: As of any Distribution Date, 100% minus
the Senior Percentage for such Distribution Date.
SUBORDINATE PREPAYMENT PERCENTAGE: As to any Distribution Date,
100% minus the Senior Prepayment Percentage for such Distribution Date.
SUBORDINATE PRINCIPAL DISTRIBUTION AMOUNT: With respect to any
Distribution Date, an amount equal to the sum of (i) the Subordinate Percentage
of the applicable Non-PO Percentage of all amounts described in clauses (a)
through (d) of the definition of "Non-PO Principal Amount" for such Distribution
Date and (ii) the Subordinate Prepayment Percentage of the applicable Non-PO
Percentage of the amounts described in clauses (e) and (f) of the definition of
"Non-PO Principal Amount" for such Distribution Date; provided, however, that if
a Debt Service Reduction that is an Excess Loss is sustained with respect to a
Mortgage Loan that is not a Liquidated Mortgage Loan, the Subordinate Principal
Distribution Amount will be reduced on the related Distribution Date by the
Subordinate Percentage of the applicable Non-PO Percentage of the principal
portion of such Debt Service Reduction.
SUBSERVICER: Any Person with which a Servicer has entered into a
Subservicing Agreement and which satisfies the requirements set forth therein.
SUBSERVICING AGREEMENT: Any subservicing agreement (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.
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 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.
(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 1999-4" (which may be included in a
blanket assignment or assignments), together with, except as provided
below, originals of all interim recorded assignments of such mortgage or a
copy of such interim assignment certified by the Depositor as being a true
and complete copy of the original recorded intervening assignments of
Mortgage (each such assignment, when duly and validly completed, to be in
recordable form and sufficient to effect the assignment of and transfer to
the assignee thereof, under the Mortgage to which the assignment relates);
provided that, if the related Mortgage has not been returned from the
applicable public recording office, such Assignment of Mortgage may exclude
the information to be provided by the recording office;
(iv) the originals of all assumption, modification, consolidation or
extension agreements, if any, with evidence of recording thereon, if any;
(v)the original or duplicate original mortgagee title insurance
policy and all riders thereto;
(vi) the original of any guarantee executed in connection with the
Mortgage Note;
(vii) for each Mortgage Loan which is secured by a residential
long-term lease, a copy of the lease with evidence of recording indicated
thereon, or, if the lease is in the process of being recorded, a photocopy
of the lease, certified by an officer of the respective prior owner of such
Mortgage Loan or by the applicable title insurance company,
closing/settlement/escrow agent or company or closing attorney to be a true
and correct copy of the lease transmitted for recordation; and
(viii) the original of any security agreement, chattel mortgage or
equivalent document executed in connection with the Mortgage;
provided, however, that on the Closing Date, with respect to item (iii), the
Depositor has delivered to the Trustee a copy of such Assignment of Mortgage in
blank and has caused the related Servicer to retain the completed Assignment of
Mortgage for recording as described below. In addition, if the Depositor is
unable to deliver or cause the delivery of any original Mortgage Note due to the
loss of such original Mortgage Note, the Depositor may deliver a copy of such
Mortgage Note, together with a lost note affidavit, and shall thereby be deemed
to have satisfied the document delivery requirements of this Section 2.01(b).
If in connection with any Mortgage Loans, the Depositor cannot
deliver (A) the Mortgage, (B) all interim recorded assignments, (C) all
assumption, modification, consolidation or extension agreements, if any, or (D)
the lender's title policy (together with all riders thereto) satisfying the
requirements of clause (ii), (iii), (iv) or (v) above, respectively,
concurrently with the execution and delivery hereof because such document or
documents have not been returned from the applicable public recording office in
the case of clause (ii), (iii) or (iv) above, or because the title policy has
not been delivered to either the related Servicer or the Depositor by the
applicable title insurer in the case of clause (v) above, the Depositor shall
promptly deliver or cause to be delivered to the Trustee or the Custodian on
behalf of the Trustee, in the case of clause (ii), (iii) or (iv) above, such
Mortgage, such interim assignment or such assumption, modification,
consolidation or extension agreement, as the case may be, with evidence of
recording indicated thereon upon receipt thereof from the public recording
office, but in no event shall any such delivery of any such documents or
instruments be made later than one year following the Closing Date, unless, in
the case of clause (ii), (iii) or (iv) above, there has been a continuing delay
at the applicable recording office or, in the case of clause (v), there has been
a continuing delay at the applicable insurer and the Depositor has delivered the
Officer's Certificate to such effect to the Trustee. The Depositor shall forward
or cause to be forwarded to the Trustee (1) from time to time additional
original documents evidencing an assumption or modification of a Mortgage Loan
and (2) any other documents required to be delivered by the Depositor or either
Servicer to the Trustee or the Custodian on the Trustee's behalf. In the event
that the original Mortgage is not delivered and in connection with the payment
in full of the related Mortgage Loan the public recording office requires the
presentation of a "lost instruments affidavit and indemnity" or any equivalent
document, because only a copy of the Mortgage can be delivered with the
instrument of satisfaction or reconveyance, the related Servicer shall prepare,
execute and deliver or cause to be prepared, executed and delivered, on behalf
of the Trust, such a document to the public recording office.
As promptly as practicable subsequent to such transfer and
assignment, and in any event, within 30 days thereafter, the Servicers shall (I)
cause each Assignment of Mortgage to be in proper form for recording in the
appropriate public office for real property records within 30 days of the
Closing Date and (II) at the Depositor's expense, cause to be delivered for
recording in the appropriate public office for real property records the
Assignments of the Mortgages to the Trustee, except that, with respect to any
Assignment of a Mortgage as to which a Servicer has not received the information
required to prepare such assignment in recordable form, such Servicer's
obligation to do so and to deliver the same for such recording shall be as soon
as practicable after receipt of such information and in any event within 30 days
after the receipt thereof and, no recording of an Assignment of Mortgage will be
required if the Depositor furnishes to the Trustee an unqualified Opinion of
Counsel reasonably acceptable to the Trustee to the effect that recordation of
such assignment is not necessary under applicable state law to preserve the
Trustee's interest in the related Mortgage Loan against the claim of any
subsequent transferee of such Mortgage Loan or any successor to, or creditor of,
the Depositor or the originator of such Mortgage Loan.
In the case of Mortgage Loans that have been prepaid in full as of
the Closing Date, the Depositor, in lieu of delivering the above documents to
the Trustee, or the Custodian on the Trustee's behalf, will cause the related
Servicer to deposit in the related Servicer Custodial Account the portion of
such payment that is required to be deposited in such Servicer Custodial Account
pursuant to Section 3.08.
Section 2.02 ACCEPTANCE BY THE TRUSTEE OF THE MORTGAGE LOANS.
Subject to the provisions of the following paragraph, the Trustee declares that
it, or the Custodian as its agent, will hold the documents referred to in
Section 2.01 and the other documents delivered to it constituting the Mortgage
Files, and that it will hold such other assets as are included in the Trust
Estate, in trust for the exclusive use and benefit of all present and future
Certificateholders.
Within 90 days after the execution and delivery of this Agreement,
the Trustee shall review, or cause the Custodian to review, the Mortgage Files
in its possession. If, in the course of such review, the Trustee or the
Custodian finds any document constituting a part of a Mortgage File which does
not meet the requirements of Section 2.01 or is omitted from such Mortgage File,
the Trustee shall promptly so notify the related Servicer and the Depositor, or
shall cause the Custodian to promptly so notify the related Servicer and the
Depositor. In performing any such review, the Trustee or the Custodian may
conclusively rely on the purported genuineness of any such document and any
signature thereon. It is understood that the scope of the Trustee's or the
Custodian's review of the Mortgage Files is limited solely to confirming that
the documents listed in Section 2.01 have been received and further confirming
that any and all documents delivered pursuant to Section 2.01 appear on their
face to have been executed and relate to the Mortgage Loans identified in the
Mortgage Loan Schedule. Neither the Trustee nor the Custodian shall have any
responsibility for determining whether any document is valid and binding,
whether the text of any assignment or endorsement is in proper or recordable
form, whether any document has been recorded in accordance with the requirements
of any applicable jurisdiction, or whether a blanket assignment is permitted in
any applicable jurisdiction. The Depositor hereby covenants and agrees that it
will promptly correct or cure such defect within 90 days from the date it was so
notified of such defect and, if the Depositor does not correct or cure such
defect within such period, the Depositor will either (a) substitute for the
related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be
accomplished in the manner and subject to the conditions set forth below or (b)
purchase such Mortgage Loan from the Trustee at the Repurchase Price for such
Mortgage Loan; provided, however, that in no event shall such a substitution
occur more than two years from the Closing Date; provided, further, that such
substitution or repurchase shall occur within 90 days of when such defect was
discovered if such defect will cause the Mortgage Loan not to be a "qualified
mortgage" within the meaning of Section 860G(a)(3) of the Code.
With respect to each Substitute Mortgage Loan the Depositor shall
deliver to the Trustee, for the benefit of the Certificateholders, the Mortgage
Note, the Mortgage, the related Assignment of Mortgage, and such other documents
and agreements as are otherwise required by Section 2.01, with the Mortgage Note
endorsed and the Mortgage assigned as required by Section 2.01. No substitution
is permitted to be made in any calendar month after the Determination Date for
such month. Monthly Payments due with respect to any such Substitute Mortgage
Loan in the month of substitution shall not be part of the Trust Estate and will
be retained by the Depositor. For the month of substitution, distributions to
Certificateholders will include the Monthly Payment due for such month on any
Defective Mortgage Loan for which the Depositor has substituted a Substitute
Mortgage Loan.
The applicable Servicer shall amend the Mortgage Loan Schedule for
the benefit of the Certificateholders to reflect the removal of each Mortgage
Loan serviced by such Servicer that has become a Defective Mortgage Loan and the
substitution of the Substitute Mortgage Loan or Loans and such Servicer shall
deliver the amended Mortgage Loan Schedule to the Trustee and the Custodian.
Upon such substitution, each Substitute Mortgage Loan shall be subject to the
terms of this Agreement in all respects, and the Depositor shall be deemed to
have made to the Trustee with respect to such Substitute Mortgage Loan, as of
the date of substitution, the representations and warranties made pursuant to
Section 2.05. Upon any such substitution and the deposit to the related Servicer
Custodial Account of any required Substitution Adjustment Amount (as described
in the next paragraph) and receipt of a Request for Release, the Trustee shall
release, or shall direct the Custodian to release, the Mortgage File relating to
such Defective Mortgage Loan to the Depositor and shall execute and deliver at
the Depositor's direction such instruments of transfer or assignment prepared by
the Depositor, in each case without recourse, as shall be necessary to vest
title in the Depositor, or its designee, to the Trustee's interest in any
Defective Mortgage Loan substituted for pursuant to this Section 2.02.
For any month in which the Depositor substitutes one or more
Substitute Mortgage Loans for one or more Defective Mortgage Loans, the amount
(if any) by which the aggregate principal balance of all such Substitute
Mortgage Loans as of the date of substitution is less than the aggregate Stated
Principal Balance of all such Defective Mortgage Loans (after application of the
principal portion of the Monthly Payments due in the month of substitution) (the
"SUBSTITUTION ADJUSTMENT AMOUNT") plus an amount equal to the aggregate of any
unreimbursed Advances with respect to such Defective Mortgage Loans shall be
deposited into the Certificate Account by the Depositor on or before the
Remittance Date for the Distribution Date in the month succeeding the calendar
month during which the related Mortgage Loan is required to be purchased or
replaced hereunder.
The Trustee shall retain or shall cause the Custodian to retain
possession and custody of each Mortgage File in accordance with and subject to
the terms and conditions set forth herein. Each Servicer shall promptly deliver
to the Trustee, upon the execution or, in the case of documents requiring
recording, receipt thereof, the originals of such other documents or instruments
constituting the Mortgage File as come into such Servicer's possession from time
to time.
It is understood and agreed that the obligation of the Depositor to
substitute for or to purchase any Mortgage Loan which does not meet the
requirements of Section 2.01 shall constitute the sole remedy respecting such
defect available to the Trustee and any Certificateholder against the Depositor.
The Trustee or the Custodian, on behalf of the Trustee, shall be
under no duty or obligation (i) to inspect, review or examine any such
documents, instruments, certificates or other papers to determine that they are
genuine, enforceable, or appropriate for the represented purpose or that they
are other than what they purport to be on their face or (ii) to determine
whether any Mortgage File should include any of the documents specified in
Section 2.01(b)(iv), (vi), (vii) and (viii).
Section 2.03 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE NMC
SERVICER.
The NMC Servicer hereby makes the following representations and
warranties to the Depositor and the Trustee, as of the Closing Date:
(i) The NMC Servicer is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Texas and
has all licenses necessary to carry on its business as now being conducted
and is licensed, qualified and in good standing in each of the states
where a Mortgaged Property is located if the laws of such state require
licensing or qualification in order to conduct business of the type
conducted by the NMC Servicer. The NMC Servicer has corporate power and
authority to execute and deliver this Agreement and to perform in
accordance herewith; the execution, delivery and performance of this
Agreement (including all instruments of transfer to be delivered pursuant
to this Agreement) by the NMC Servicer and the consummation of the
transactions contemplated hereby have been duly and validly authorized.
This Agreement, assuming due authorization, execution and delivery by the
other parties hereto, evidences the valid, binding and enforceable
obligation of the NMC Servicer, subject to applicable law except as
enforceability may be limited by (A) bankruptcy, insolvency, liquidation,
receivership, moratorium, reorganization or other similar laws affecting
the enforcement of the rights of creditors and (B) general principles of
equity, whether enforcement is sought in a proceeding in equity or at law.
All requisite corporate action has been taken by the NMC Servicer to make
this Agreement valid and binding upon the NMC Servicer in accordance with
its terms.
(ii) No consent, approval, authorization or order is required for
the transactions contemplated by this Agreement from any court,
governmental agency or body, or federal or state regulatory authority
having jurisdiction over the NMC Servicer is required or, if required,
such consent, approval, authorization or order has been or will, prior to
the Closing Date, be obtained.
(iii) The consummation of the transactions contemplated by this
Agreement are in the ordinary course of business of the NMC Servicer and
will not result in the breach of any term or provision of the charter or
by-laws of the NMC Servicer or result in the breach of any term or
provision of, or conflict with or constitute a default under or result in
the acceleration of any obligation under, any agreement, indenture or loan
or credit agreement or other instrument to which the NMC Servicer or its
property is subject, or result in the violation of any law, rule,
regulation, order, judgment or decree to which the NMC Servicer or its
property is subject.
(iv) There is no action, suit, proceeding or investigation
pending or, to the best knowledge of the NMC Servicer, threatened against
the NMC Servicer which, either individually or in the aggregate, would
result in any material adverse change in the business, operations,
financial condition, properties or assets of the NMC Servicer, or in any
material impairment of the right or ability of the NMC Servicer to carry
on its business substantially as now conducted or which would draw into
question the validity of this Agreement or the Mortgage Loans or of any
action taken or to be taken in connection with the obligations of the NMC
Servicer contemplated herein, or which would materially impair the ability
of the NMC Servicer to perform under the terms of this Agreement.
(v) The NMC Servicer is working to modify its computer and other
systems used in servicing the Mortgage Loans to operate in a manner such
that, on and after January 1, 2000, the NMC Servicer can service the
Mortgage Loans in accordance with the terms of this Agreement.
The representations and warranties made or assigned pursuant to this
Section 2.03 shall survive delivery of the respective Mortgage Files to the
Trustee for the benefit of the Certificateholders.
Section 2.04 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BA
SERVICER.
The BA Servicer hereby makes the following representations and
warranties to the Depositor and the Trustee, as of the Closing Date:
(i) The BA Servicer is a federal savings bank duly organized,
validly existing, and in good standing under the federal laws of the
United States of America and has all licenses necessary to carry on its
business as now being conducted and is licensed, qualified and in good
standing in each of the states where a Mortgaged Property is located if
the laws of such state require licensing or qualification in order to
conduct business of the type conducted by the BA Servicer. The BA Servicer
has power and authority to execute and deliver this Agreement and to
perform in accordance herewith; the execution, delivery and performance of
this Agreement (including all instruments of transfer to be delivered
pursuant to this Agreement) by the BA Servicer and the consummation of the
transactions contemplated hereby have been duly and validly authorized.
This Agreement, assuming due authorization, execution and delivery by the
other parties hereto, evidences the valid, binding and enforceable
obligation of the BA Servicer, subject to applicable law except as
enforceability may be limited by (A) bankruptcy, insolvency, liquidation,
receivership, moratorium, reorganization or other similar laws affecting
the enforcement of the rights of creditors and (B) general principles of
equity, whether enforcement is sought in a proceeding in equity or at law.
All requisite corporate action has been taken by the BA Servicer to make
this Agreement valid and binding upon the BA Servicer in accordance with
its terms.
(ii) No consent, approval, authorization or order is required for
the transactions contemplated by this Agreement from any court,
governmental agency or body, or federal or state regulatory authority
having jurisdiction over the BA Servicer is required or, if required, such
consent, approval, authorization or order has been or will, prior to the
Closing Date, be obtained.
(iii) The consummation of the transactions contemplated by this
Agreement are in the ordinary course of business of the BA Servicer and
will not result in the breach of any term or provision of the charter or
by-laws of the BA Servicer or result in the breach of any term or
provision of, or conflict with or constitute a default under or result in
the acceleration of any obligation under, any agreement, indenture or loan
or credit agreement or other instrument to which the BA Servicer or its
property is subject, or result in the violation of any law, rule,
regulation, order, judgment or decree to which the BA Servicer or its
property is subject.
(iv) There is no action, suit, proceeding or investigation
pending or, to the best knowledge of the BA Servicer, threatened against
the BA Servicer which, either individually or in the aggregate, would
result in any material adverse change in the business, operations,
financial condition, properties or assets of the BA Servicer, or in any
material impairment of the right or ability of the BA Servicer to carry on
its business substantially as now conducted or which would draw into
question the validity of this Agreement or the Mortgage Loans or of any
action taken or to be taken in connection with the obligations of the BA
Servicer contemplated herein, or which would materially impair the ability
of the BA Servicer to perform under the terms of this Agreement.
(v)The BA Servicer is working to modify its computer and other
systems used in servicing the Mortgage Loans to operate in a manner such
that, on and after January 1, 2000, the BA Servicer can service the
Mortgage Loans in accordance with the terms of this Agreement.
The representations and warranties made pursuant to this Section
2.04 shall survive delivery of the respective Mortgage Files to the Trustee for
the benefit of the Certificateholders.
Section 2.05 REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR AS TO
THE MORTGAGE LOANS.
The Depositor hereby represents and warrants to the Trustee with
respect to the Mortgage Loans or each Mortgage Loan, as the case may be, as of
the date hereof or such other date set forth herein that as of the Closing Date:
(i) The information set forth in the Mortgage Loan Schedule is
true and correct in all material respects.
(ii) There are no delinquent taxes, ground rents, governmental
assessments, insurance premiums, leasehold payments, including assessments
payable in future installments or other outstanding charges affecting the
lien priority of the related Mortgaged Property.
(iii) The terms of the Mortgage Note and the Mortgage have not
been impaired, waived, altered or modified in any respect, except by
written instruments, recorded in the applicable public recording office if
necessary to maintain the lien priority of the Mortgage, and which have
been delivered to the Trustee; the substance of any such waiver,
alteration or modification has been approved by the insurer under the
Primary Mortgage Insurance Policy, if any, the title insurer, to the
extent required by the related policy, and is reflected on the Mortgage
Loan Schedule. No instrument of waiver, alteration or modification has
been executed, and no Mortgagor has been released, in whole or in part,
except in connection with an assumption agreement approved by the insurer
under the Primary Mortgage Insurance Policy, if any, the title insurer, to
the extent required by the policy, and which assumption agreement has been
delivered to the Trustee.
(iv) The Mortgage Note and the Mortgage are not subject to any
right of rescission, set-off, counterclaim or defense, including the
defense of usury, nor will the operation of any of the terms of the
Mortgage Note and the Mortgage, or the exercise of any right thereunder,
render either the Mortgage Note or the Mortgage unenforceable, in whole or
in part, or subject to any right of rescission, set-off, counterclaim or
defense, including the defense of usury and no such right of rescission,
set-off, counterclaim or defense has been asserted with respect thereto.
(v) All buildings upon the Mortgaged Property are insured by an
insurer generally acceptable to prudent mortgage lending institutions
against loss by fire, hazards of extended coverage and such other hazards
as are customary in the area the Mortgaged Property is located, pursuant
to insurance policies conforming to the requirements of Customary
Servicing Procedures and this Agreement. All such insurance policies
contain a standard mortgagee clause naming the originator of the Mortgage
Loan, its successors and assigns as mortgagee and all premiums thereon
have been paid. If the Mortgaged Property is in an area identified on a
flood hazard map or flood insurance rate map issued by the Federal
Emergency Management Agency as having special flood hazards (and such
flood insurance has been made available), a flood insurance policy meeting
the requirements of the current guidelines of the Federal Insurance
Administration is in effect which policy conforms to the requirements of
FNMA or FHLMC. The Mortgage obligates the Mortgagor thereunder to maintain
all such insurance at the Mortgagor's cost and expense, and on the
Mortgagor's failure to do so, authorizes the holder of the Mortgage to
maintain such insurance at Mortgagor's cost and expense and to seek
reimbursement therefor from the Mortgagor.
(vi) Any and all requirements of any federal, state or local law
including, without limitation, usury, truth in lending, real estate
settlement procedures, consumer credit protections, equal credit
opportunity or disclosure laws applicable to the origination and servicing
of Mortgage Loan have been complied with.
(vii) The Mortgage has not been satisfied, canceled, subordinated
or rescinded, in whole or in part (other than as to Principal Prepayments
in full which may have been received prior to the Closing Date), and the
Mortgaged Property has not been released from the lien of the Mortgage, in
whole or in part, nor has any instrument been executed that would effect
any such satisfaction, cancellation, subordination, rescission or release.
(viii) The Mortgage is a valid, existing and enforceable first
lien on the Mortgaged Property, including all improvements on the
Mortgaged Property subject only to (A) the lien of current real property
taxes and assessments not yet due and payable, (B) covenants, conditions
and restrictions, rights of way, easements and other matters of the public
record as of the date of recording being acceptable to mortgage lending
institutions generally and specifically referred to in the lender's title
insurance policy delivered to the originator of the Mortgage Loan and
which do not adversely affect the Appraised Value of the Mortgaged
Property, and (C) other matters to which like properties are commonly
subject which do not materially interfere with the benefits of the
security intended to be provided by the Mortgage or the use, enjoyment,
value or marketability of the related Mortgaged Property. Any security
agreement, chattel mortgage or equivalent document related to and
delivered in connection with the Mortgage Loan establishes and creates a
valid, existing and enforceable first lien and first priority security
interest on the property described therein and the Depositor has the full
right to sell and assign the same to the Trustee.
(ix) The Mortgage Note and the related Mortgage are genuine and
each is the legal, valid and binding obligation of the maker thereof,
enforceable in accordance with its terms except as enforceability may be
limited by (A) bankruptcy, insolvency, liquidation, receivership,
moratorium, reorganization or other similar laws affecting the enforcement
of the rights of creditors and (B) general principles of equity, whether
enforcement is sought in a proceeding in equity or at law.
(x) All parties to the Mortgage Note and the Mortgage had legal
capacity to enter into the Mortgage Loan and to execute and deliver the
Mortgage Note and the Mortgage, and the Mortgage Note and the Mortgage
have been duly and properly executed by such parties.
(xi) The proceeds of the Mortgage Loan have been fully disbursed
to or for the account of the Mortgagor and there is no obligation for the
Mortgagee to advance additional funds thereunder and any and all
requirements as to completion of any on-site or off-site improvements and
as to disbursements of any escrow funds therefor have been complied with.
All costs fees and expenses incurred in making or closing the Mortgage
Loan and the recording of the Mortgage have been paid, and the Mortgagor
is not entitled to any refund of any amounts paid or due to the Mortgagee
pursuant to the Mortgage Note or Mortgage.
(xii) To the best of the Depositor's knowledge, all parties which
have had any interest in the Mortgage Loan, whether as mortgagee,
assignee, pledgee or otherwise, are (or, during the period in which they
held and disposed of such interest, were) in compliance with any and all
applicable "doing business" and licensing requirements of the laws of the
state wherein the Mortgaged Property is located.
(xiii) The Mortgage Loan is covered by an ALTA lender's title
insurance policy, acceptable to FNMA or FHLMC, issued by a title insurer
acceptable to FNMA or FHLMC and qualified to do business in the
jurisdiction where the Mortgaged Property is located, insuring (subject to
the exceptions contained in (viii)(A) and (B) above) the Seller, its
successors and assigns as to the first priority lien of the Mortgage in
the original principal amount of the Mortgage Loan. The Depositor is the
sole insured of such lender's title insurance policy, and such lender's
title insurance policy is in full force and effect and will be in full
force and effect upon the consummation of the transactions contemplated by
this Agreement. No claims have been made under such lender's title
insurance policy, and the Depositor has not done, by act or omission,
anything which would impair the coverage of such lender's title insurance
policy.
(xiv) There is no default, breach, violation or event of
acceleration existing under the Mortgage or the Mortgage Note and no event
which, with the passage of time or with notice and the expiration of any
grace or cure period, would constitute a default, breach, violation or
event of acceleration, and the Seller has not waived any default, breach,
violation or event of acceleration.
(xv) As of the date of origination of the Mortgage Loan, there
had been no mechanics' or similar liens or claims filed for work, labor or
material (and no rights are outstanding that under law could give rise to
such lien) affecting the relating Mortgaged Property which are or may be
liens prior to, or equal or coordinate with, the lien of the related
Mortgage.
(xvi) All improvements which were considered in determining the
Appraised Value of the related Mortgaged Property lay wholly within the
boundaries and building restriction lines of the Mortgaged Property, and
no improvements on adjoining properties encroach upon the Mortgaged
Property.
(xvii) The Mortgage Loan was originated by a commercial bank or
similar banking institution which is supervised and examined by a federal
or state authority, or by a mortgagee approved by the Secretary of HUD.
(xviii) Principal payments on the Mortgage Loan commenced no more
than sixty days after the proceeds of the Mortgaged Loan were disbursed.
The Mortgage Loans are 30-year fixed rate mortgage loans having an
original term to maturity of not more than 30 years, with interest payable
in arrears on the first day of the month. Each Mortgage Note requires a
monthly payment which is sufficient to fully amortize the original
principal balance over the original term thereof and to pay interest at
the related Mortgage Interest Rate. The Mortgage Note does not permit
negative amortization.
(xix) There is no proceeding pending or, to the Depositor's
knowledge, threatened for the total or partial condemnation of the
Mortgaged Property and such property is in good repair and is undamaged by
waste, fire, earthquake or earth movement, windstorm, flood, tornado or
other casualty, so as to affect adversely the value of the Mortgaged
Property as security for the Mortgage Loan or the use for which the
premises were intended.
(xx) The Mortgage and related Mortgage Note contain customary and
enforceable provisions such as to render the rights and remedies of the
holder thereof adequate for the realization against the Mortgaged Property
of the benefits of the security provided thereby, including (A) in the
case of a Mortgage designated as a deed of trust, by trustee's sale, and
(B) otherwise by judicial foreclosure. To the best of the Depositor's
knowledge, following the date of origination of the Mortgage Loan, the
Mortgaged Property has not been subject to any bankruptcy proceeding or
foreclosure proceeding and the Mortgagor has not filed for protection
under applicable bankruptcy laws. There is no homestead or other exemption
or right available to the Mortgagor or any other person which would
interfere with the right to sell the Mortgaged Property at a trustee's
sale or the right to foreclose the Mortgage.
(xxi) The Mortgage Note and Mortgage are on forms acceptable to
FNMA or FHLMC.
(xxii) The Mortgage Note is not and has not been secured by any
collateral except the lien of the corresponding Mortgage on the Mortgaged
Property and the security interest of any applicable security agreement or
chattel mortgage referred to in (viii) above.
(xxiii) The Mortgage File contains an appraisal of the related
Mortgaged Property, in a form acceptable to FNMA or FHLMC and such
appraisal complies with the requirements of FIRREA, and was made and
signed, prior to the approval of the Mortgage Loan application, by a
Qualified Appraiser.
(xxiv) In the event the Mortgage constitutes a deed of trust, a
trustee, duly qualified under applicable law to serve as such, has been
properly designated and currently so serves and is named in the Mortgage,
and no fees or expenses are or will become payable by the Trustee to the
trustee under the deed of trust, except in connection with a trustee's
sale after default by the Mortgagor.
(xxv) No Mortgage Loan is a graduated payment mortgage loan, no
Mortgage Loan has a shared appreciation or other contingent interest
feature, and no Mortgage Loan contains any "buydown" provision.
(xxvi) The Mortgagor has received all disclosure materials
required by applicable law with respect to the making of mortgage loans of
the same type as the Mortgage Loan and rescission materials required by
applicable law if the Mortgage Loan is a Refinance Mortgage Loan.
(xxvii) Each Mortgage Loan with a Loan-to-Value Ratio at
origination in excess of 80% will be subject to a Primary Mortgage
Insurance Policy, issued by an insurer acceptable to FNMA or FHLMC, which
insures that portion of the Mortgage Loan in excess of the portion of the
Appraised Value of the Mortgaged Property required by FNMA. All provisions
of such Primary Mortgage Insurance Policy have been and are being complied
with, such policy is in full force and effect, and all premiums due
thereunder have been paid. Any Mortgage subject to any such Primary
Mortgage Insurance Policy obligates the Mortgagor thereunder to maintain
such insurance and to pay all premiums and charges in connection therewith
at least until Loan-to-Value Ratio of such Mortgage Loan is reduced to
less than 80%. The Mortgage Interest Rate for the Mortgage Loan does not
include any such insurance premium.
(xxviii) To the best of the Depositor's knowledge as of the date
of origination of the Mortgage Loan, (A) the Mortgaged Property is
lawfully occupied under applicable law, (B) all inspections, licenses and
certificates required to be made or issued with respect to all occupied
portions of the Mortgaged Property and, with respect to the use and
occupancy of the same, including but not limited to certificates of
occupancy, have been made or obtained from the appropriate authorities and
(C) no improvement located on or part of the Mortgaged Property is in
violation of any zoning law or regulation.
(xxix) The Assignment of Mortgage is in recordable form and is
acceptable for recording under the laws of the jurisdiction in which the
Mortgaged Property is located.
(xxx) All payments required to be made prior to the Cut-Off Date
for such Mortgage Loan under the terms of the Mortgage Note have been made
and no Mortgage Loan has been more than 30 days delinquent more than once
in the twelve month period immediately prior to the Cut-Off Date.
(xxxi) With respect to each Mortgage Loan, the Depositor or
Servicer is in possession of a complete Mortgage File except for the
documents which have been delivered to the Trustee or which have been
submitted for recording and not yet returned.
(xxxii) Immediately prior to the transfer and assignment
contemplated herein, the Depositor was the sole owner and holder of the
Mortgage Loans. The Mortgage Loans were not assigned or pledged by the
Depositor and the Depositor had good and marketable title thereto, and the
Depositor had full right to transfer and sell the Mortgage Loans to the
Trustee free and clear of any encumbrance, participation interest, lien,
equity, pledge, claim or security interest and had full right and
authority subject to no interest or participation in, or agreement with
any other party to sell or otherwise transfer the Mortgage Loans.
(xxxiii) Any future advances made prior to the Cut-Off Date have
been consolidated with the outstanding principal amount secured by the
Mortgage, and the secured principal amount, as consolidated, bears a
single interest rate and single repayment term. The lien of the Mortgage
securing the consolidated principal amount is expressly insured as having
first lien priority by a title insurance policy, an endorsement to the
policy insuring the mortgagee's consolidated interest or by other title
evidence acceptable to FNMA and FHLMC. The consolidated principal amount
does not exceed the original principal amount of the Mortgage Loan.
(xxxiv) The Mortgage Loan was underwritten in accordance with the
applicable Underwriting Guidelines in effect at the time of origination
with exceptions thereto exercised in a reasonable manner.
(xxxv) If the Mortgage Loan is secured by a long-term residential
lease, (1) the lessor under the lease holds a fee simple interest in the
land; (2) the terms of such lease expressly permit the mortgaging of the
leasehold estate, the assignment of the lease without the lessor's consent
and the acquisition by the holder of the Mortgage of the rights of the
lessee upon foreclosure or assignment in lieu of foreclosure or provide
the holder of the Mortgage with substantially similar protections; (3) the
terms of such lease do not (a) allow the termination thereof upon the
lessee's default without the holder of the Mortgage being entitled to
receive written notice of, and opportunity to cure, such default, (b)
allow the termination of the lease in the event of damage or destruction
as long as the Mortgage is in existence, (c) prohibit the holder of the
Mortgage from being insured (or receiving proceeds of insurance) under the
hazard insurance policy or policies relating to the Mortgaged Property or
(d) permit any increase in the rent other than pre-established increases
set forth in the lease; (4) the original term of such lease in not less
than 15 years; (5) the term of such lease does not terminate earlier than
five years after the maturity date of the Mortgage Note; and (6) the
Mortgaged Property is located in a jurisdiction in which the use of
leasehold estates in transferring ownership in residential properties is a
widely accepted practice.
(xxxvi) The Mortgaged Property is located in the state identified
in the Mortgage Loan Schedule and consists of a parcel of real property
with a detached single family residence erected thereon, or a two- to
four-family dwelling, or an individual condominium unit, or an individual
unit in a planned unit development; provided, however, that any
condominium project or planned unit development generally conforms with
the applicable Underwriting Guidelines regarding such dwellings, and no
residence or dwelling is a mobile home or a manufactured dwelling.
(xxxvii) The Depositor used no adverse selection procedures in
selecting the Mortgage Loan for inclusion in the Trust Estate.
(xxxviii)Each Mortgage Loan is a "qualified mortgage" within
Section 860G(a)(3) of the Code.
(xxxix) With respect to each Mortgage where a lost note affidavit
has been delivered to the Trustee in place of the related Mortgage Note,
the related Mortgage Note is no longer in existence.
Notwithstanding the foregoing, no representations or warranties are
made by the Depositor as to the environmental condition of any Mortgaged
Property; the absence, presence or effect of hazardous wastes or hazardous
substances on any Mortgaged Property; any casualty resulting from the presence
or effect of hazardous wastes or hazardous substances on, near or emanating from
any Mortgaged Property; the impact on Certificateholders of any environmental
condition or presence of any hazardous substance on or near any Mortgaged
Property; or the compliance of any Mortgaged Property with any environmental
laws, nor is any agent, Person or entity otherwise affiliated with the Depositor
authorized or able to make any such representation, warranty or assumption of
liability relative to any Mortgaged Property. In addition, no representations or
warranties are made by the Depositor with respect to the absence or effect of
fraud in the origination of any Mortgage Loan.
It is understood and agreed that the representations and warranties
set forth in this Section 2.05 shall survive delivery of the respective Mortgage
Files to the Trustee or the Custodian and shall inure to the benefit of the
Trustee, notwithstanding any restrictive or qualified endorsement or assignment.
Upon discovery by either the Depositor, either Servicer, the Trustee
or the Custodian that any of the representations and warranties set forth in
this Section 2.05 is not accurate (referred to herein as a "BREACH") and that
such breach materially and adversely affects the interests of the
Certificateholders in the related Mortgage Loan, the party discovering such
breach shall give prompt written notice to the other parties (any Custodian
being so obligated under a Custodial Agreement); provided, that any such breach
that causes the Mortgage Loan not to be a "qualified mortgage" within the
meaning of Section 860G(a)(3) of the Code shall be deemed to materially and
adversely affect the interests of the Certificateholders. Within 90 days of its
discovery or its receipt of notice of any such breach, the Depositor shall cure
such breach in all material respects or shall either (i) repurchase the Mortgage
Loan or any property acquired in respect thereof from the Trustee at a price
equal to the Repurchase Price or (ii) if within two years of the Closing Date,
substitute for such Mortgage Loan in the manner described in Section 2.02;
PROVIDED that if the breach would cause the Mortgage Loan to be other than a
"qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such
repurchase or substitution must occur within 90 days from the date the breach
was discovered. The Repurchase Price of any repurchase described in this
paragraph and the Substitution Adjustment Amount, if any, shall be deposited in
the Certificate Account. It is understood and agreed that the obligation of the
Depositor to repurchase or substitute for any Mortgage Loan or Mortgaged
Property as to which such a breach has occurred and is continuing shall
constitute the sole remedy respecting such breach available to
Certificateholders, or to the Trustee on behalf of Certificateholders, and such
obligation shall survive until termination of the Trust hereunder.
Section 2.06 DESIGNATION OF INTERESTS IN THE 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.
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, 2029.
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 of them as are necessary or appropriate to enable such Servicer to service
and administer the Mortgage Loans it services to the extent that such Servicer
is not permitted to execute and deliver such documents pursuant to the preceding
sentence. Upon receipt of such documents, the Depositor and/or the Trustee, upon
the direction of the related Servicer, shall promptly execute such documents and
deliver them to the related Servicer.
In accordance with the standards of the preceding paragraph, each
Servicer shall advance or cause to be advanced funds as necessary for the
purpose of effecting the payment of taxes and assessments on the Mortgaged
Properties relating to the Mortgage Loans it services, which Servicing Advances
shall be reimbursable in the first instance from related collections from the
Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11.
The costs incurred by the Servicers, if any, in effecting the timely payments of
taxes and assessments on the Mortgaged Properties and related insurance premiums
shall not, for the purpose of calculating monthly distributions to the
Certificateholders, be added to the Stated Principal Balances of the related
Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit.
The relationship of each Servicer (and of any successor to either
Servicer as servicer under this Agreement) to the Trustee under this Agreement
is intended by the parties to be that of an independent contractor and not that
of a joint venturer, partner or agent.
Section 3.02 SUBSERVICING; ENFORCEMENT OF THE OBLIGATIONS OF
SERVICERS.
(a) Either Servicer may arrange for the subservicing of any
Mortgage Loan it services by a Subservicer pursuant to a Subservicing Agreement;
provided, however, that such subservicing arrangement and the terms of the
related Subservicing Agreement must provide for the servicing of such Mortgage
Loan in a manner consistent with the servicing arrangements contemplated
hereunder. Notwithstanding the provisions of any Subservicing Agreement, any of
the provisions of this Agreement relating to agreements or arrangements between
a Servicer and a Subservicer or reference to actions taken through a Subservicer
or otherwise, such Servicer shall remain obligated and liable to the Depositor,
the Trustee and the Certificateholders for the servicing and administration of
the Mortgage Loans it services in accordance with the provisions of this
Agreement without diminution of such obligation or liability by virtue of such
Subservicing Agreements or arrangements or by virtue of indemnification from the
Subservicer and to the same extent and under the same terms and conditions as if
such Servicer alone were servicing and administering those Mortgage Loans. All
actions of each Subservicer performed pursuant to the related Subservicing
Agreement shall be performed as agent of the related Servicer with the same
force and effect as if performed directly by such Servicer.
(b) For purposes of this Agreement, each Servicer shall be deemed
to have received any collections, recoveries or payments with respect to the
Mortgage Loans it services that are received by a Subservicer regardless of
whether such payments are remitted by the Subservicer to such Servicer.
(c) As part of its servicing activities hereunder, each Servicer,
for the benefit of the Trustee and the Certificateholders, shall use its best
reasonable efforts to enforce the obligations of each Subservicer engaged by
such Servicer under the related Subservicing Agreement, to the extent that the
non-performance of any such obligation would have a material and adverse effect
on a Mortgage Loan. Such enforcement, including, without limitation, the legal
prosecution of claims, termination of Subservicing Agreements and the pursuit of
other appropriate remedies, shall be in such form and carried out to such an
extent and at such time as the related Servicer, in its good faith business
judgment, would require were it the owner of the related Mortgage Loans. The
related Servicer shall pay the costs of such enforcement at its own expense, and
shall be reimbursed therefor only (i) from a general recovery resulting from
such enforcement to the extent, if any, that such recovery exceeds all amounts
due in respect of the related Mortgage Loan or (ii) from a specific recovery of
costs, expenses or attorneys fees against the party against whom such
enforcement is directed.
(d) Any Subservicing Agreement entered into by a Servicer shall
provide that it may be assumed or terminated by the Trustee, if the Trustee has
assumed the duties of such Servicer, or any successor Servicer, at the Trustee's
or successor Servicer's option, as applicable, without cost or obligation to the
assuming or terminating party or the Trust Estate, upon the assumption by such
party of the obligations of such Servicer pursuant to Section 8.05.
Any Subservicing Agreement, and any other transactions or services
relating to the Mortgage Loans involving a Subservicer, shall be deemed to be
between the related Servicer and such Subservicer alone, and the Trustee and the
Certificateholders shall not be deemed parties thereto and shall have no claims
or rights of action against, rights, obligations, duties or liabilities to or
with respect to the Subservicer or its officers, directors or employees, except
as set forth in Section 3.01.
Section 3.03 FIDELITY BOND; ERRORS AND OMISSIONS INSURANCE.
Each Servicer shall maintain, at its own expense, a blanket fidelity
bond and an errors and omissions insurance policy, with broad coverage on all
officers, employees or other persons acting in any capacity requiring such
persons to handle funds, money, documents or papers relating to the Mortgage
Loans it services. These policies must insure such Servicer against losses
resulting from dishonest or fraudulent acts committed by such Servicer's
personnel, any employees of outside firms that provide data processing services
for such Servicer, and temporary contract employees or student interns. Such
fidelity bond shall also protect and insure such Servicer against losses in
connection with the release or satisfaction of a Mortgage Loan without having
obtained payment in full of the indebtedness secured thereby. No provision of
this Section 3.03 requiring such fidelity bond and errors and omissions
insurance shall diminish or relieve such Servicer from its duties and
obligations as set forth in this Agreement. The minimum coverage under any such
bond and insurance policy shall be at least equal to the corresponding amounts
required by FNMA in the FNMA Servicing Guide or by FHLMC in the FHLMC Sellers' &
Servicers' Guide, as amended or restated from time to time, or in an amount as
may be permitted to such Servicer by express waiver of FNMA or FHLMC.
Section 3.04 ACCESS TO CERTAIN DOCUMENTATION.
Each Servicer shall provide to the OTS and the FDIC and to
comparable regulatory authorities supervising Holders of Subordinate
Certificates and the examiners and supervisory agents of the OTS, the FDIC and
such other authorities, access to the documentation required by applicable
regulations of the OTS and the FDIC with respect to the Mortgage Loans serviced
by such Servicer. Such access shall be afforded without charge, but only upon
reasonable and prior written request and during normal business hours at the
offices designated by such Servicer. Nothing in this Section 3.04 shall limit
the obligation of such Servicer to observe any applicable law and the failure of
such Servicer to provide access as provided in this Section 3.04 as a result of
such obligation shall not constitute a breach of this Section 3.04.
Section 3.05 MAINTENANCE OF PRIMARY MORTGAGE INSURANCE
POLICY; CLAIMS.
With respect to each Mortgage Loan with a Loan-to-Value Ratio in
excess of 80% or such other Loan-to-Value Ratio as may be required by law, the
Servicer responsible for servicing such Mortgage Loan shall, without any cost to
the Trust Estate, maintain or cause the Mortgagor to maintain in full force and
effect a Primary Insurance Policy insuring that portion of the Mortgage Loan in
excess of a percentage in conformity with FNMA requirements. The related
Servicer shall pay or shall cause the Mortgagor to pay the premium thereon on a
timely basis, at least until the Loan-to-Value Ratio of such Mortgage Loan is
reduced to 80% or such other Loan-to-Value Ratio as may be required by law. If
such Primary Insurance Policy is terminated, the related Servicer shall obtain
from another insurer a comparable replacement policy, with a total coverage
equal to the remaining coverage of such terminated Primary Insurance Policy. If
the insurer shall cease to be an insurer acceptable to FNMA, the related
Servicer shall notify the Trustee in writing, it being understood that such
Servicer shall not have any responsibility or liability for any failure to
recover under the Primary Insurance Policy for such reason. If such Servicer
determines that recoveries under the Primary Insurance Policy are jeopardized by
the financial condition of the insurer, such Servicer shall obtain from another
insurer which meets the requirements of this Section 3.05 a replacement
insurance policy. A Servicer shall not take any action that would result in
noncoverage under any applicable Primary Insurance Policy of any loss that, but
for the actions of such Servicer, would have been covered thereunder. In
connection with any assumption or substitution agreement entered into or to be
entered into pursuant to Section 3.13, the related Servicer shall promptly
notify the insurer under the related Primary Insurance Policy, if any, of such
assumption or substitution of liability in accordance with the terms of such
Primary Insurance Policy and shall take all actions which may be required by
such insurer as a condition to the continuation of coverage under such Primary
Insurance Policy. If such Primary Insurance Policy is terminated as a result of
such assumption or substitution of liability, the related Servicer shall obtain
a replacement Primary Insurance Policy as provided above.
In connection with its activities as servicer, each Servicer agrees
to prepare and present, on behalf of itself, the Trustee and the
Certificateholders, claims to the insurer under any Primary Insurance Policy in
a timely fashion in accordance with the terms of such Primary Insurance Policy
and, in this regard, to take such action as shall be necessary to permit
recovery under any Primary Insurance Policy respecting a defaulted Mortgage Loan
serviced by such Servicer. Pursuant to Section 3.09(a), any amounts collected by
a Servicer under any Primary Insurance Policy shall be deposited in the related
Escrow Account, subject to withdrawal pursuant to Section 3.09(b).
Section 3.06 RIGHTS OF THE DEPOSITOR AND THE TRUSTEE IN RESPECT OF
THE SERVICERS.
The Depositor may, but is not obligated to, enforce the obligations
of each Servicer hereunder and may, but is not obligated to, perform, or cause a
designee to perform, any defaulted obligation of either Servicer hereunder and
in connection with any such defaulted obligation to exercise the related rights
of such Servicer hereunder; provided that a Servicer shall not be relieved of
any of its obligations hereunder by virtue of such performance by the Depositor
or its designee. Neither the Trustee nor the Depositor shall have any
responsibility or liability for any action or failure to act by a Servicer nor
shall the Trustee or the Depositor be obligated to supervise the performance of
a Servicer hereunder or otherwise.
Any Subservicing Agreement that may be entered into and any
transactions or services relating to the Mortgage Loans involving a Subservicer
in its capacity as such shall be deemed to be between the Subservicer and the
applicable Servicer alone, and the Trustee and Certificateholders shall not be
deemed parties thereto and shall have no claims, rights, obligations, duties or
liabilities with respect to the Subservicer except as set forth in Section 3.07.
Each Servicer shall be solely liable for all fees owed by it to any Subservicer,
irrespective of whether each Servicer's compensation pursuant to this Agreement
is sufficient to pay such fees.
Section 3.07 TRUSTEE TO ACT AS SERVICER.
If either Servicer shall for any reason no longer be a Servicer
hereunder (including by reason of an Event of Default), the Trustee shall
thereupon assume, if it so elects, or shall appoint a successor Servicer to
assume, all of the rights and obligations of such Servicer hereunder arising
thereafter (except that the Trustee shall not be (a) liable for losses of such
Servicer pursuant to Section 3.12 or any acts or omissions of the predecessor
Servicer hereunder, (b) obligated to make Advances if it is prohibited from
doing so by applicable law or (c) deemed to have made any representations and
warranties of such Servicer hereunder). Any such assumption shall be subject to
Section 7.02. If either Servicer shall for any reason no longer be a Servicer
(including by reason of any Event of Default), the Trustee or the successor
Servicer may elect to succeed to any rights and obligations of such Servicer
under each Subservicing Agreement or may terminate each Subservicing Agreement.
If it has elected to assume the Subservicing Agreement, the Trustee or the
successor Servicer shall be deemed to have assumed all of the related Servicer's
interest therein and to have replaced such Servicer as a party to any
Subservicing Agreement entered into by such Servicer as contemplated by Section
3.02 to the same extent as if the Subservicing Agreement had been assigned to
the assuming party except that such Servicer shall not be relieved of any
liability or obligations under any such Subservicing Agreement.
Each Servicer that is no longer a Servicer hereunder shall, upon
request of the Trustee, but at the expense of such Servicer, deliver to the
assuming party all documents and records relating to each Subservicing Agreement
or substitute servicing agreement and the Mortgage Loans then being serviced
thereunder and an accounting of amounts collected or held by it and otherwise
use its best efforts to effect the orderly and efficient transfer of such
substitute Subservicing Agreement to the assuming party.
Section 3.08 COLLECTION OF MORTGAGE LOAN PAYMENTS; SERVICER
CUSTODIAL ACCOUNTS; CERTIFICATE ACCOUNT.
(a) Continuously from the date hereof until the principal and
interest on all Mortgage Loans are paid in full, each Servicer will proceed
diligently, in accordance with this Agreement, to collect all payments due under
each of the Mortgage Loans it services when the same shall become due and
payable. Further, each Servicer will in accordance with all applicable law and
Customary Servicing Procedures ascertain and estimate taxes, assessments, fire
and hazard insurance premiums, mortgage insurance premiums and all other charges
with respect to the Mortgage Loans it services that, as provided in any
Mortgage, will become due and payable to the end that the installments payable
by the Mortgagors will be sufficient to pay such charges as and when they become
due and payable. Consistent with the foregoing, either Servicer may in its
discretion (i) waive any late payment charge or any prepayment charge or penalty
interest in connection with the prepayment of a Mortgage Loan it services and
(ii) extend the due dates for payments due on a Mortgage Note for a period not
greater than 120 days; provided, however, that a Servicer cannot extend the
maturity of any such Mortgage Loan past the date on which the final payment is
due on the latest maturing Mortgage Loan as of the Cut-Off Date. In the event of
any such arrangement, the Servicer permitting such arrangement shall make
Periodic Advances on the related Mortgage Loan in accordance with the provisions
of Section 3.20 during the scheduled period in accordance with the amortization
schedule of such Mortgage Loan without modification thereof by reason of such
arrangements. A Servicer shall not be required to institute or join in
litigation with respect to collection of any payment (whether under a Mortgage,
Mortgage Note or otherwise or against any public or governmental authority with
respect to a taking or condemnation) if it reasonably believes that enforcing
the provision of the Mortgage or other instrument pursuant to which such payment
is required is prohibited by applicable law.
(b) The NMC Servicer shall establish and maintain the NMC Servicer
Custodial Account. The BA Servicer shall establish and maintain the BA Servicer
Custodial Account. The NMC Servicer shall deposit or cause to be deposited into
the NMC Servicer Custodial Account and the BA Servicer shall deposit or cause to
be deposited into the BA Servicer Custodial Account, both on a daily basis
within one Business Day of receipt, except as otherwise specifically provided
herein, the following payments and collections remitted by Subservicers or
received by such Servicer in respect of Mortgage Loans it services subsequent to
the Cut-Off Date (other than in respect of principal and interest due on the
Mortgage Loans on or before the Cut-Off Date) and the following amounts required
to be deposited hereunder with respect to the Mortgage Loans it services:
(i) all payments on account of principal of such Mortgage Loans,
including Principal Prepayments;
(ii) all payments on account of interest on such Mortgage Loans, net
of the Servicing Fee;
(iii) (A) all Insurance Proceeds and Liquidation Proceeds, other
than Insurance Proceeds to be (1) applied to the restoration or repair of
the Mortgaged Property, (2) released to the Mortgagor in accordance with
Customary Servicing Procedures or (3) required to be deposited to an Escrow
Account pursuant to Section 3.09(a) and (B) any Insurance Proceeds released
from an Escrow Account pursuant to Section 3.09(b)(iv);
(iv) any amount required to be deposited by such Servicer pursuant
to Section 3.08(d) in connection with any losses on Permitted Investments
with respect to such Servicer Custodial Account;
(v) any amounts required to be deposited by such Servicer pursuant
to Section 3.14;
(vi) all Repurchase Prices and all Substitution Adjustment Amounts
received by such Servicer;
(vii) Periodic Advances made by such Servicer pursuant to Section
3.20 and any payments of Compensating Interest; and
(viii) any other amounts required to be deposited hereunder.
The foregoing requirements for deposits to the Servicer Custodial
Accounts by the Servicers shall be exclusive, it being understood and agreed
that, without limiting the generality of the foregoing, payments in the nature
of prepayment penalties, late payment charges or assumption fees, if collected,
need not be deposited by the Servicers. If a Servicer shall deposit in the
related Servicer Custodial Account any amount not required to be deposited, it
may at any time withdraw or direct the institution maintaining such Servicer
Custodial Account to withdraw such amount from such Servicer Custodial Account,
any provision herein to the contrary notwithstanding. Each Servicer Custodial
Account may contain funds that belong to one or more trust funds created for
mortgage pass-through certificates of other series and may contain other funds
respecting payments on mortgage loans belonging to the applicable Servicer or
serviced by such Servicer on behalf of others. Notwithstanding such commingling
of funds, each Servicer shall keep records that accurately reflect the funds on
deposit in the applicable Servicer Custodial Account that have been identified
by it as being attributable to the Mortgage Loans it services. Each Servicer
shall maintain adequate records with respect to all withdrawals made pursuant to
this Section 3.08. All funds required to be deposited in a Servicer Custodial
Account shall be held in trust for the Certificateholders until withdrawn in
accordance with Section 3.11.
(c) The Trustee shall establish and maintain, on behalf of the
Certificateholders, the Certificate Account. The Trustee shall, promptly upon
receipt, deposit in the Certificate Account and retain therein the following:
(i) the aggregate amount remitted by each Servicer to the Trustee
pursuant to Section 3.11(a)(viii);
(ii) any amount paid by the Trustee pursuant to Section 3.08(d) in
connection with any losses on Permitted Investments with respect to the
Certificate Account; and
(iii) any other amounts deposited hereunder which are required to be
deposited in the Certificate Account.
If a Servicer shall remit any amount not required to be remitted, it
may at any time direct the Trustee to withdraw such amount from the Certificate
Account, any provision herein to the contrary notwithstanding. Such direction
may be accomplished by delivering an Officer's Certificate to the Trustee which
describes the amounts deposited in error in the Certificate Account. All funds
required to be deposited in the Certificate Account shall be held by the Trustee
in trust for the Certificateholders until disbursed in accordance with this
Agreement or withdrawn in accordance with Section 3.11. In no event shall the
Trustee incur liability for withdrawals from the Certificate Account at the
direction of a Servicer.
(d) Each institution at which either Servicer Custodial Account or
the Certificate Account is maintained shall invest the funds therein as directed
in writing by the NMC Servicer (with respect to the NMC Servicer Custodial
Account), the BA Servicer (with respect to the BA Servicer Custodial Account) or
the Trustee (with respect to the Certificate Account) in Permitted Investments,
which shall mature not later than (i) in the case of either Servicer Custodial
Account, the Business Day next preceding the related Remittance Date (except
that if such Permitted Investment is an obligation of the institution that
maintains such account, then such Permitted Investment shall mature not later
than such Remittance Date) and (ii) in the case of the Certificate Account, the
Business Day next preceding the Distribution Date (except that if such Permitted
Investment is an obligation of the institution that maintains such account, then
such Permitted Investment shall mature not later than such Distribution Date)
and, in each case, shall not be sold or disposed of prior to its maturity. All
such Permitted Investments shall be made in the name of the Trustee, for the
benefit of the Certificateholders. All income and gain (net of any losses)
realized from any such investment of funds on deposit in the NMC Servicer
Custodial Account shall be for the benefit of the NMC Servicer as servicing
compensation and shall be retained by it monthly as provided herein. All income
or gain (net of any losses) realized from any such investment of funds on
deposit in the BA Servicer Custodial Account shall be for the benefit of the BA
Servicer as servicing compensation and shall be retained by it monthly as
provided herein. All income or gain (net of any losses) realized from any such
investment of funds on deposit in the Certificate Account shall be for the
benefit of the Trustee as additional compensation and shall be retained by it
monthly as provided herein. The amount of any losses realized in the NMC
Servicer Custodial Account, the BA Servicer Custodial Account or the Certificate
Account incurred in any such account in respect of any such investments shall
promptly be deposited by the NMC Servicer in the NMC Servicer Custodial Account,
the BA Servicer in the BA Servicer Custodial Account or by the Trustee in the
Certificate Account, as applicable.
(e) A Servicer shall give notice to the Trustee of any proposed
change of the location of the Servicer Custodial Account maintained by such
Servicer not later than 30 days and not more than 45 days prior to any change
thereof. The Trustee shall give notice to the Servicers, each Rating Agency and
the Depositor of any proposed change of the location of the Certificate Account
not later than 30 days and not more than 45 days prior to any change thereof.
The creation of any Servicer Custodial Account shall be evidenced by a
certification substantially in the form of EXHIBIT F hereto. A copy of such
certification shall be furnished to the Trustee.
Section 3.09 COLLECTION OF TAXES, ASSESSMENTS AND SIMILAR
ITEMS; ESCROW ACCOUNTS.
(a) To the extent required by the related Mortgage Note and not
violative of current law, each Servicer shall segregate and hold all funds
collected and received pursuant to each Mortgage Loan serviced by such Servicer
which constitute Escrow Payments in trust separate and apart from any of its own
funds and general assets and for such purpose shall establish and maintain one
or more escrow accounts (collectively, the "ESCROW Account"), titled "[Insert
name of Servicer], in trust for registered holders of Bank of America Mortgage
Securities, Inc. Mortgage Pass-Through Certificates, Series 1999-4 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 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;
(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 Mortgaged Property is located in an amount which
is at least equal to the lesser of (a) the full insurable value of the Mortgaged
Property or (b) the greater of (i) the outstanding principal balance owing on
the Mortgage Loan and (ii) an amount such that the proceeds of such insurance
shall be sufficient to avoid the application to the Mortgagor or loss payee of
any coinsurance clause under the policy. If the Mortgaged Property is in an area
identified in the Federal Register by the Federal Emergency Management Agency as
having special flood hazards (and such flood insurance has been made available)
the related Servicer will cause to be maintained a flood insurance policy
meeting the requirements of the current guidelines of the Federal Insurance
Administration and the requirements of FNMA or FHLMC. Each Servicer shall also
maintain on REO Property serviced by such Servicer, fire and hazard insurance
with extended coverage in an amount which is at least equal to the maximum
insurable value of the improvements which are a part of such property, liability
insurance and, to the extent required, flood insurance in an amount required
above. Any amounts collected by a Servicer under any such policies (other than
amounts to be deposited in an Escrow Account and applied to the restoration or
repair of the property subject to the related Mortgage or property acquired in
liquidation of the Mortgage Loan, or to be released to the Mortgagor in
accordance with Customary Servicing Procedures) shall be deposited in the
related Servicer Custodial Account, subject to withdrawal pursuant to Section
3.11(a). It is understood and agreed that no earthquake or other additional
insurance need be required by a Servicer of any Mortgagor or maintained on REO
Property, other than pursuant to such applicable laws and regulations as shall
at any time be in force and as shall require such additional insurance. All
policies required hereunder shall be endorsed with standard mortgagee clauses
with loss payable to the related Servicer, and shall provide for at least 30
days prior written notice of any cancellation, reduction in amount or material
change in coverage to such Servicer.
The hazard insurance policies for each Mortgage Loan secured by a
unit in a condominium development or planned unit development shall be
maintained with respect to such Mortgage Loan and the related development in a
manner which is consistent with FNMA requirements.
Notwithstanding the foregoing, either Servicer may maintain a
blanket policy insuring against hazard losses on all of the Mortgaged Properties
relating to the Mortgage Loans serviced by such Servicer in lieu of maintaining
the required hazard insurance policies for each Mortgage Loan and may maintain a
blanket policy insuring against special flood hazards in lieu of maintaining any
required flood insurance. Any such blanket policies shall (A) be consistent with
prudent industry standards, (B) name the related Servicer as loss payee, (C)
provide coverage in an amount equal to the aggregate unpaid principal balance on
the related Mortgage Loans without co-insurance, and (D) otherwise comply with
the requirements of this Section 3.12. Any such blanket policy may contain a
deductible clause; provided that if any Mortgaged Property is not covered by a
separate policy otherwise complying with this Section 3.12 and a loss occurs
with respect to such Mortgaged Property which loss would have been covered by
such a policy, the related Servicer shall deposit in the related Servicer
Custodial Account the difference, if any, between the amount that would have
been payable under a separate policy complying with Section 3.12 and the amount
paid under such blanket policy.
Section 3.13 ENFORCEMENT OF DUE-ON-SALE CLAUSES; ASSUMPTION
AGREEMENTS.
(a) Except as otherwise provided in this Section 3.13, when any
Mortgaged Property subject to a Mortgage has been conveyed by the Mortgagor, the
related Servicer shall use reasonable efforts, to the extent that it has actual
knowledge of such conveyance, to enforce any due-on-sale clause contained in any
Mortgage Note or Mortgage, to the extent permitted under applicable law and
governmental regulations, but only to the extent that such enforcement will not
adversely affect or jeopardize coverage under any Required Insurance Policy.
Notwithstanding the foregoing, a Servicer is not required to exercise such
rights with respect to a Mortgage Loan if the Person to whom the related
Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the
terms and conditions contained in the Mortgage Note and Mortgage related thereto
and the consent of the mortgagee under such Mortgage Note or Mortgage is not
otherwise required under such Mortgage Note or Mortgage as a condition to such
transfer. If (i) the related Servicer is prohibited by law from enforcing any
such due-on-sale clause, (ii) coverage under any Required Insurance Policy would
be adversely affected, (iii) the Mortgage Note does not include a due-on-sale
clause or (iv) nonenforcement is otherwise permitted hereunder, the related
Servicer is authorized, subject to Section 3.13(b), to take or enter into an
assumption and modification agreement from or with the Person to whom such
Mortgaged Property has been or is about to be conveyed, pursuant to which such
Person becomes liable under the Mortgage Note and, unless prohibited by
applicable state law, the Mortgagor remains liable thereon; provided that the
Mortgage Loan shall continue to be covered (if so covered before the related
Servicer enters such agreement) by the applicable Required Insurance Policies.
The related Servicer, subject to Section 3.13(b), is also authorized with the
prior approval of the insurers under any Required Insurance Policies to enter
into a substitution of liability agreement with such Person, pursuant to which
the original Mortgagor is released from liability and such Person is substituted
as Mortgagor and becomes liable under the Mortgage Note. Notwithstanding the
foregoing, a Servicer shall not be deemed to be in default under this Section
3.13 by reason of any transfer or assumption which such Servicer reasonably
believes it is restricted by law from preventing, for any reason whatsoever.
(b) Subject to a Servicer's duty to enforce any due-on-sale clause
to the extent set forth in Section 3.13(a), in any case in which a Mortgaged
Property has been conveyed to a Person by a Mortgagor, and such Person is to
enter into an assumption agreement or modification agreement or supplement to
the Mortgage Note or Mortgage that requires the signature of the Trustee, or if
an instrument of release signed by the Trustee is required releasing the
Mortgagor from liability on the Mortgage Loan, the related Servicer shall
prepare and deliver or cause to be prepared and delivered to the Trustee for
signature and shall direct, in writing, the Trustee to execute the assumption
agreement with the Person to whom the Mortgaged Property is to be conveyed and
such modification agreement or supplement to the Mortgage Note or Mortgage or
other instruments as are reasonable or necessary to carry out the terms of the
Mortgage Note or Mortgage or otherwise to comply with any applicable laws
regarding assumptions or the transfer of the Mortgaged Property to such Person.
In no event shall the Trustee incur liability for executing any document under
this Section 3.13 at the direction of a Servicer. In connection with any such
assumption, no material term of the Mortgage Note may be changed. In addition,
the substitute Mortgagor and the Mortgaged Property must be acceptable to the
related Servicer in accordance with its underwriting standards as then in
effect. Together with each such substitution, assumption or other agreement or
instrument delivered to the Trustee for execution by it, the related Servicer
shall deliver an Officer's Certificate signed by a Servicing Officer stating
that the requirements of this subsection have been met. Each Servicer shall
notify the Trustee that any such substitution or assumption agreement has been
completed by forwarding to the Trustee (or at the direction of the Trustee, the
Custodian) the original of such substitution or assumption agreement, which in
the case of the original shall be added to the related Mortgage File and shall,
for all purposes, be considered a part of such Mortgage File to the same extent
as all other documents and instruments constituting a part thereof. Any fee
collected by a Servicer for entering into an assumption or substitution of
liability agreement may be retained by such Servicer as additional master
servicing compensation. Notwithstanding the foregoing, to the extent permissible
under applicable law and at the request of either Servicer, the Trustee shall
execute and deliver to such Servicer any powers of attorney and other documents
prepared by such Servicer that are reasonably necessary or appropriate to enable
such Servicer to execute any assumption agreement or modification agreement
required to be executed by the Trustee under this Section 3.13.
Section 3.14 REALIZATION UPON DEFAULTED MORTGAGE LOANS; REO
PROPERTY.
(a)...Each Servicer shall use reasonable efforts to foreclose upon
or otherwise comparably convert the ownership of Mortgaged Properties securing
such of the Mortgage Loans serviced by such Servicer as come into and continue
in default and as to which no satisfactory arrangements can be made for
collection of delinquent payments. In connection with such foreclosure or other
conversion, each Servicer shall follow Customary Servicing Procedures and shall
meet the requirements of the insurer under any Required Insurance Policy;
provided, however, that either Servicer may enter into a special servicing
agreement with an unaffiliated Holder of 100% Percentage Interest of a Class of
Class B Certificates or a holder of a class of securities representing interests
in the Class B Certificates 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.
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 on the income earned from such Mortgaged Property under Section 860G(c) of
the Code or otherwise, unless the related Servicer has agreed to indemnify and
hold harmless the Trust with respect to the imposition of any such taxes. Each
Servicer shall identify to the Trustee any Mortgaged Property relating to a
Mortgage Loan serviced by such Servicer held by the Trust for 30 months for
which no plans to dispose of such Mortgaged Property by such Servicer have been
made. After delivery of such identification, the related Servicer shall proceed
to dispose of any such Mortgaged Property by holding a commercially reasonable
auction for such property.
The income earned from the management of any REO Properties, net of
reimbursement to the related Servicer for expenses incurred (including any
property or other taxes) in connection with such management and net of
unreimbursed Servicing Fees, Periodic Advances and Servicing Advances, shall be
applied to the payment of principal of and interest on the related defaulted
Mortgage Loans (solely for the purposes of allocating principal and interest,
interest shall be treated as accruing as though such Mortgage Loans were still
current) and all such income shall be deemed, for all purposes in this
Agreement, to be payments on account of principal and interest on the related
Mortgage Notes and shall be deposited into the related Servicer Custodial
Account. To the extent the net income received during any calendar month is in
excess of the amount attributable to amortizing principal and accrued interest
at the related Mortgage Interest Rate on the related Mortgage Loan for such
calendar month, such excess shall be considered to be a partial prepayment of
principal of the related Mortgage Loan.
The proceeds from any liquidation of a Mortgage Loan, as well as any
income from an REO Property, will be applied in the following order of priority:
first, to reimburse the related Servicer for any related unreimbursed Servicing
Advances and Servicing Fees; second, to reimburse the related Servicer for any
unreimbursed Periodic Advances and to reimburse the related Servicer Custodial
Account for any Nonrecoverable Advances (or portions thereof) that were
previously withdrawn by the related Servicer pursuant to Section 3.11(a)(iii)
that related to such Mortgage Loan; third, to accrued and unpaid interest (to
the extent no Periodic Advance has been made for such amount or any such
Periodic Advance has been reimbursed) on the Mortgage Loan or related REO
Property, at the Mortgage Rate to the Due Date occurring in the month in which
such amounts are required to be distributed; and fourth, as a recovery of
principal of the Mortgage Loan. Excess Proceeds, if any, from the liquidation of
a Liquidated Mortgage Loan will be retained by the related Servicer as
additional servicing compensation pursuant to Section 3.17.
(b)...Each Servicer shall promptly notify the Depositor of any
Mortgage Loan serviced by such Servicer which comes into default. The Depositor
shall be entitled, at its option, to repurchase (i) any such defaulted Mortgage
Loan from the Trust Estate if, in the Depositor's judgment, the default is not
likely to be cured by the Mortgagor or (ii) any Mortgage Loan in the Trust
Estate which pursuant to Section 4(b) of the applicable Mortgage Loan Purchase
Agreement the applicable Seller requests the Depositor to repurchase and to sell
to such Seller to facilitate the exercise of the Seller's rights against the
originator or prior holder of such Mortgage Loan. The purchase price for any
such Mortgage Loan shall be 100% of the unpaid principal balance of such
Mortgage Loan plus accrued interest thereon at the Mortgage Interest Rate (less
the Servicing Fee Rate for such Mortgage Loan) through the last day of the month
in which such repurchase occurs. Upon the receipt of such purchase price, the
applicable Servicer shall provide to the Trustee the notification required by
Section 3.15 and the Trustee or the Custodian shall promptly release to the
Depositor the Mortgage File relating to the Mortgage Loan being repurchased.
Section 3.15 TRUSTEE TO COOPERATE; RELEASE OF MORTGAGE FILES.
Upon the payment in full of any Mortgage Loan, or the receipt by a
Servicer of a notification that payment in full will be escrowed in a manner
customary for such purposes, the related Servicer will immediately notify the
Trustee (or, at the direction of the Trustee, the Custodian) by delivering, or
causing to be delivered, two copies (one of which will be returned to such
Servicer with the Mortgage File) of a Request for Release (which may be
delivered in an electronic format acceptable to the Trustee and the related
Servicer). Upon receipt of such request, the Trustee or the Custodian, as
applicable, shall within seven Business Days release the related Mortgage File
to the related Servicer. The Trustee shall at the related Servicer's direction
execute and deliver to such Servicer the request for reconveyance, deed of
reconveyance or release or satisfaction of mortgage or such instrument releasing
the lien of the Mortgage, in each case provided by such Servicer, together with
the Mortgage Note with written evidence of cancellation thereon. Expenses
incurred in connection with any instrument of satisfaction or deed of
reconveyance shall be chargeable to the related Mortgagor. From time to time and
as shall be appropriate for the servicing or foreclosure of any Mortgage Loan,
including for such purpose collection under any policy of flood insurance, any
fidelity bond or errors or omissions policy, or for the purposes of effecting a
partial release of any Mortgaged Property from the lien of the Mortgage or the
making of any corrections to the Mortgage Note or the Mortgage or any of the
other documents included in the Mortgage File, the Trustee or the Custodian, as
applicable, shall, upon delivery to the Trustee (or, at the direction of the
Trustee, the Custodian) of a Request for Release signed by a Servicing Officer,
release the Mortgage File within seven Business Days to the related Servicer.
Subject to the further limitations set forth below, the related Servicer shall
cause the Mortgage File so released to be returned to the Trustee or the
Custodian, as applicable, when the need therefor by such Servicer no longer
exists, unless the Mortgage Loan is liquidated and the proceeds thereof are
deposited in the related Servicer Custodial Account, in which case the related
Servicer shall deliver to the Trustee or the Custodian, as applicable, a Request
for Release, signed by a Servicing Officer.
The Trustee shall execute and deliver to either Servicer any powers
of attorney and other documents prepared by such Servicer that are reasonably
necessary or appropriate to enable such Servicer to carry out its servicing and
administrative duties under this Agreement, upon the request of such Servicer.
In addition, upon prepayment in full of any Mortgage Loan or the receipt of
notice that funds for such purpose have been placed in escrow, the related
Servicer is authorized to give, as attorney-in-fact for the Trustee and the
mortgagee under the Mortgage, an instrument of satisfaction (or Assignment of
Mortgage without recourse) regarding the Mortgaged Property relating to such
Mortgage Loan, which instrument of satisfaction or Assignment of Mortgage, as
the case may be, shall be delivered to the Person entitled thereto against
receipt of the prepayment in full. In lieu of executing such satisfaction or
Assignment of Mortgage, or if another document is required to be executed by the
Trustee, the related Servicer may deliver or cause to be delivered to the
Trustee, for signature, as appropriate, any court pleadings, requests for
trustee's sale or other documents necessary to effectuate such foreclosure or
any legal action brought to obtain judgment against the Mortgagor on the
Mortgage Note or the Mortgage or to obtain a deficiency judgment or to enforce
any other remedies or rights provided by the Mortgage Note or the Mortgage or
otherwise available at law or in equity.
Section 3.16 DOCUMENTS, RECORDS AND FUNDS IN POSSESSION OF THE
SERVICERS TO BE HELD FOR THE TRUSTEE.
Each Servicer shall transmit to the Trustee or, at the direction of
the Trustee, the Custodian as required by this Agreement all documents and
instruments in respect of a Mortgage Loan serviced by such Servicer coming into
the possession of such Servicer from time to time and shall account fully to the
Trustee for any funds received by such Servicer or which otherwise are collected
by such Servicer as Liquidation Proceeds or Insurance Proceeds in respect of any
Mortgage Loan serviced by such Servicer. The documents constituting the
Servicing File shall be held by the related Servicer as custodian and bailee for
the Trustee. All Mortgage Files and funds collected or held by, or under the
control of, either Servicer in respect of any Mortgage Loans, whether from the
collection of principal and interest payments or from Liquidation Proceeds,
including but not limited to, any funds on deposit in the related Servicer
Custodial Account, shall be held by such Servicer for and on behalf of the
Trustee and shall be and remain the sole and exclusive property of the Trustee,
subject to the applicable provisions of this Agreement. Each Servicer also
agrees that it shall not knowingly create, incur or subject any Mortgage File or
any funds that are deposited in the related Servicer Custodial Account,
Certificate Account or any Escrow Account, or any funds that otherwise are or
may become due or payable to the Trustee for the benefit of the
Certificateholders, to any claim, lien, security interest, judgment, levy, writ
of attachment or other encumbrance created by such Servicer, or assert by legal
action or otherwise any claim or right of setoff against any Mortgage File or
any funds collected on, or in connection with, a Mortgage Loan, except, however,
that each Servicer shall be entitled to set off against and deduct from any such
funds any amounts that are properly due and payable to such Servicer under this
Agreement.
Section 3.17 SERVICING COMPENSATION.
Each Servicer shall be entitled out of each payment of interest on a
Mortgage Loan (or portion thereof) serviced by such Servicer and included in the
Trust Estate to retain or withdraw from the related Servicer Custodial Account
an amount equal to the Servicing Fee for such Distribution Date.
Additional servicing compensation in the form of Excess Proceeds,
prepayment penalties, assumption fees, late payment charges and all income and
gain net of any losses realized from Permitted Investments and all other
customary and ancillary income and fees shall be retained by the related
Servicer to the extent not required to be deposited in the related Servicer
Custodial Account pursuant to Section 3.08(b). Each Servicer shall be required
to pay all expenses incurred by it in connection with its servicing activities
hereunder and shall not be entitled to reimbursement therefor except as
specifically provided in this Agreement.
Notwithstanding the foregoing, with respect to the payment of the
Servicing Fee on any Distribution Date, the aggregate Servicing Fee for each
Servicer for such Distribution Date shall be reduced (but not below zero) by an
amount equal to the lesser of (a) the Prepayment Interest Shortfall for such
Distribution Date relating to the Mortgage Loans serviced by such Servicer and
(b) one-twelfth of 0.25% of the aggregate Scheduled Principal Balance of such
Mortgage Loans for such Distribution Date (any such reduction, "COMPENSATING
INTEREST").
Section 3.18 ANNUAL STATEMENT AS TO COMPLIANCE.
Each Servicer shall deliver to the Trustee and each Rating Agency on
or before 90 days after the end of such Servicer's fiscal year, commencing with
its 1999 fiscal year, an Officer's Certificate stating, as to the signer
thereof, that (a) a review of the activities of such Servicer during the
preceding calendar year and of the performance of such Servicer under this
Agreement has been made under such officer's supervision, and (b) to the best of
such officer's knowledge, based on such review, such Servicer has fulfilled all
its obligations under this Agreement throughout such year, or, if there has been
a default in the fulfillment of any such obligation, specifying each such
default known to such officer and the nature and status thereof.
Section 3.19 ANNUAL INDEPENDENT PUBLIC ACCOUNTANTS'
SERVICING STATEMENT; FINANCIAL STATEMENTS.
Each Servicer shall, at its own expense, on or before 90 days after
the end of such Servicer's fiscal year, commencing with its 1999 fiscal year,
cause a firm of independent public accountants (who may also render other
services to such Servicer or any affiliate thereof) which is a member of the
American Institute of Certified Public Accountants to furnish a statement to the
Trustee to the effect that such firm has with respect to such Servicer's overall
servicing operations, examined such operations in accordance with the
requirements of the Uniform Single Attestation Program for Mortgage Bankers,
stating such firm's conclusions relating thereto.
Section 3.20 ADVANCES.
Each Servicer shall determine on or before each Servicer Advance
Date whether it is required to make a Periodic Advance pursuant to the
definition thereof. If either Servicer determines it is required to make a
Periodic Advance, it shall, on or before the Servicer Advance Date, either (a)
deposit into the related Servicer Custodial Account an amount equal to the
Advance and/or (b) make an appropriate entry in its records relating to the
related Servicer Custodial Account that any portion of the Amount Held for
Future Distribution in such Servicer Custodial Account has been used by such
Servicer in discharge of its obligation to make any such Periodic Advance. Any
funds so applied shall be replaced by such Servicer by deposit in the related
Servicer Custodial Account no later than the close of business on the Business
Day preceding the next Servicer Advance Date. Each Servicer shall be entitled to
be reimbursed from the related Servicer Custodial Account for all Advances of
its own funds made pursuant to this Section 3.20 as provided in Section 3.11(a).
The obligation to make Periodic Advances with respect to any Mortgage Loan shall
continue until the ultimate disposition of the REO Property or Mortgaged
Property relating to such Mortgage Loan. Each Servicer shall inform the Trustee
of the amount of the Periodic Advance to be made by such Servicer on each
Servicer Advance Date no later than the related Remittance Date.
Each Servicer shall deliver to the Trustee on the related Servicer
Advance Date an Officer's Certificate of a Servicing Officer indicating the
amount of any proposed Periodic Advance determined by such Servicer to be a
Nonrecoverable Advance. Notwithstanding anything to the contrary, the related
Servicer shall not be required to make any Periodic Advance or Servicing Advance
that would be a Nonrecoverable Advance.
Section 3.21 MODIFICATIONS, WAIVERS, AMENDMENTS AND CONSENTS.
(a) Subject to this Section 3.21, each Servicer may agree to any
modification, waiver, forbearance, or amendment of any term of any Mortgage Loan
serviced by such Servicer without the consent of the Trustee or any
Certificateholder. All modifications, waivers, forbearances or amendments of any
Mortgage Loan shall be in writing and shall be consistent with Customary
Servicing Procedures.
(b) A Servicer shall not agree to enter into, and shall not enter
into, any modification, waiver (other than a waiver referred to in Section 3.13,
which waiver, if any, shall be governed by Section 3.13), forbearance or
amendment of any term of any Mortgage Loan if such modification, waiver,
forbearance, or amendment would:
(i) affect the amount or timing of any related payment of
principal, interest or other amount payable thereunder;
(ii) in such Servicer's judgment, materially impair the security
for such Mortgage Loan or reduce the likelihood of timely payment of
amounts due thereon; or
(iii) otherwise constitutes a "significant modification" within
the meaning of Treasury Regulations Section 1.860G-2(b);
unless, in either case, (A) such Mortgage Loan is 90 days or more past due or
(B) such Servicer delivers to the Trustee an Opinion of Counsel to the effect
that such modification, waiver, forbearance or amendment would not affect the
REMIC status of 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.
(e) Each Servicer shall notify the Trustee, in writing, of any
modification, waiver, forbearance or amendment of any term of any Mortgage Loan
serviced by such Servicer and the date thereof, and shall deliver to the Trustee
(or, at the direction of the Trustee, the Custodian) for deposit in the related
Mortgage File, an original counterpart of the agreement relating to such
modification, waiver, forbearance or amendment, promptly (and in any event
within ten Business Days) following the execution thereof; provided, however,
that if any such modification, waiver, forbearance or amendment is required by
applicable law to be recorded, the related Servicer (i) shall deliver to the
Trustee a copy thereof and (ii) shall deliver to the Trustee such document, with
evidence of notification upon receipt thereof from the public recording office.
Section 3.22 REPORTS TO THE SECURITIES AND EXCHANGE
COMMISSION.
The Trustee shall, on behalf of the Trust, cause to be filed with
the Securities and Exchange Commission any periodic reports required to be filed
under the provisions of the Securities Exchange Act of 1934, as amended, and the
rules and regulations of the Securities and Exchange Commission thereunder, for
so long as any Certificates registered under the 1933 Act are outstanding (other
than the Current Report on Form 8-K to be filed by the Depositor in connection
with computational materials and the initial Current Report on Form 8-K to be
filed by the Depositor in connection with the issuance of the Certificates).
Upon the request of the Trustee, each of the Servicers and the Depositor shall
cooperate with the Trustee in the preparation of any such report and shall
provide to the Trustee in a timely manner all such information or documentation
as the Trustee may reasonably request in connection with the performance of its
duties and obligations under this Section.
ARTICLE IV
SERVICER'S CERTIFICATE
Section 4.01 SERVICER'S CERTIFICATE.
Each month, not later than 12:00 noon Eastern time on the Business
Day following each Determination Date, each Servicer shall deliver to the
Trustee, a Servicer's Certificate (in substance and format mutually acceptable
to such Servicer and the Trustee) certified by a Servicing Officer setting forth
the information necessary in order for the Trustee to perform its obligations
under this Agreement. The Trustee may conclusively rely upon the information
contained in a Servicer's Certificate for all purposes hereunder and shall have
no duty to verify or re-compute any of the information contained therein.
Each such statement shall be provided by the Trustee to any Holder
of a Certificate upon request and shall also, to the extent available, include
information regarding delinquencies on Mortgage Loans serviced by the Servicer
providing such statement, indicating the number and aggregate principal amount
of Mortgage Loans which are either one, two, three or more than three months
delinquent and the book value of any REO Property.
ARTICLE V
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;
REMIC ADMINISTRATION
Section 5.01 DISTRIBUTIONS. On each Distribution Date, based solely
on the information in the Servicer's Certificate the Trustee shall distribute
out of the 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 accordance with Section 5.02(b) and (B) to the Class A-PO Certificates
in an aggregate amount up to the PO Principal Amount;
(iii) to the Class A-PO Certificates, any Class A-PO Deferred
Amount, up to the Subordinate Principal Distribution Amount for such
Distribution Date from amounts otherwise distributable first to the Class
B-6 Certificates pursuant to clause (iv)(L) below, second to the Class B-5
Certificates pursuant to clause (iv)(J) below, third to the Class B-4
Certificates pursuant to clause (iv)(H) below, fourth to the Class B-3
Certificates pursuant to clause (iv)(F) below, fifth to the Clause B-2
Certificates pursuant to clause (iv)(D) below and finally to the Class B-1
Certificates pursuant to clause (iv)(B) below;
(iv) to each Class of Subordinate Certificates, subject to
paragraph (d) below, in the following order of priority:
(A) to the Class B-1 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
(B) to the Class B-1 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the Class A-PO Deferred Amount pursuant
to clause (iii) above until the Class Certificate Balance thereof
has been reduced to zero;
(C) to the Class B-2 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
(D) to the Class B-2 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the Class A-PO Deferred Amount pursuant
to clause (iii) above until the Class Certificate Balance thereof
has been reduced to zero;
(E) to the Class B-3 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
(F) to the Class B-3 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the Class A-PO Deferred Amount pursuant
to clause (iii) above until the Class Certificate Balance thereof
has been reduced to zero;
(G) to the Class B-4 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
(H) to the Class B-4 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the Class A-PO Deferred Amount pursuant
to clause (iii) above until the Class Certificate Balance thereof
has been reduced to zero;
(I) to the Class B-5 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
(J) to the Class B-5 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the Class A-PO Deferred Amount pursuant
to clause (iii) above until the Class Certificate Balance thereof
has been reduced to zero;
(K) to the Class B-6 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date; and
(L) to the Class B-6 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the Class A-PO Deferred Amount pursuant
to clause (iii) above until the Class Certificate Balance thereof
has been reduced to zero; and
(v) to the Holder of the Class A-R Certificate, any 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, until the Class
Certificate Balance thereof has been reduced to zero; and
(ii) second, to the Class A-7 Certificates, up to the
Class A-7 Principal Distribution Amount for such Distribution
Date, until their Class Certificate Balance has been reduced
to zero;
(iii) third, concurrently:
(a) 40.679089581904% to the Class A-1
Certificates;
(b) 53.568370591347% to the Class A-2
Certificates; and
(c) 5.752539826749% to the Class A-3
Certificates;
until the Class Certificate Balance of the Class A-3 Certificates
has been reduced to zero;
(iv) fourth, concurrently:
(a) 40.679089581904% to the Class A-1
Certificates;
(b) 53.568370591347% to the Class A-2
Certificates; and
(c) 5.752539826749% to the Class A-5
Certificates;
until the Class Certificate Balances of the Class A-1 and Class
A-5 Certificates have been reduced to zero;
(v) fifth, concurrently:
(a) 53.568370591347% to the Class A-2
Certificates;
(b) 11.331936012839% to the Class A-4
Certificates;
(c) 17.549846697907% to the Class A-8
Certificates; and
(d) 17.549846697907% to the Class A-9
Certificates;
until the Class Certificate Balance of the Class A-9 Certificates
has been reduced to zero;
(vi) sixth, concurrently:
(a) 53.568370591347% to the Class A-2
Certificates;
(b) 11.331936012839% to the Class A-4
Certificates;
(c) 17.549846697907% to the Class A-8
Certificates; and
(d) 17.549846697907% to the Class A-10
Certificates;
until the Class Certificate Balance of the Class A-10
Certificates has been reduced to zero;
(vii) seventh, concurrently:
(a) 53.568370591347% to the Class A-2
Certificates;
(b) 11.331936012839% to the Class A-4
Certificates;
(c) 17.549846697907% to the Class A-8
Certificates; and
(d) 17.549846697907% to the Class A-11
Certificates;
until the Class Certificate Balance of the Class A-11
Certificates has been reduced to zero;
(viii) eighth, concurrently:
(a) 53.568370591347% to the Class A-2
Certificates;
(b) 11.331936012839% to the Class A-4
Certificates;
(c) 17.549846697907% to the Class A-8
Certificates; and
(d) 17.549846697907% to the Class A-12
Certificates;
until the Class Certificate Balance of the Class A-12
Certificates has been reduced to zero;
(ix) ninth, concurrently:
(a) 53.568370591347% to the Class A-2
Certificates;
(b) 11.331936012839% to the Class A-4
Certificates;
(c) 17.549846697907% to the Class A-8
Certificates; and
(d) 17.549846697907% to the Class A-13
Certificates;
until the Class Certificate Balances of the Class A-2, Class A-4,
Class A-8 and Class A-13 Certificates have been reduced to zero;
(x) tenth, to the Class A-6 Certificates, until their
Class Certificate Balance has been reduced to zero; and
(xi) eleventh, to the Class A-7 Certificates, until
their Class Certificate Balance has been reduced to zero.
On each Distribution Date on or after the Senior Credit Support
Depletion Date, notwithstanding the allocation and priority set forth above, the
portion of the Pool Distribution Amount available to be distributed as principal
of the Class A Certificates (other than the Class A-PO Certificates) shall be
distributed concurrently, as principal, on such Classes, pro rata, on the basis
of their respective Class Certificate Balances, until the Class Certificate
Balances thereof are reduced to zero.
(c) On each Distribution Date, Accrued Certificate Interest for each
Class of Certificates 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,
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
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;
(iii) if the distribution to the Holders of such Class of
Certificates is less than the full amount that would be distributable to
such Holders if there were sufficient funds available therefor, the amount
of the shortfall and the allocation thereof as between principal and
interest;
(iv) the Class Certificate Balance of each Class of Certificates
after giving effect to the distribution of principal on such Distribution
Date;
(v) the Pool Stated Principal Balance for the following Distribution
Date;
(vi) the Senior Percentage, the Class A-7 Percentage and Subordinate
Percentage for the following Distribution Date;
(vii) the amount of the Servicing Fees paid to or retained by the
Servicers with respect to such Distribution Date;
(viii) the Pass-Through Rate for each such Class of Certificates
with respect to such Distribution Date;
(ix) the amount of Periodic Advances included in the distribution on
such Distribution Date and the aggregate amount of Periodic Advances
outstanding as of the close of business on such Distribution Date;
(x) the number and aggregate principal amounts of Mortgage Loans (A)
delinquent (exclusive of Mortgage Loans in foreclosure) (1) 1 to 30 days
(2) 31 to 60 days (3) 61 to 90 days and (4) 91 or more days and (B) in
foreclosure, as of the close of business on the last day of the calendar
month preceding such Distribution Date;
(xi) with respect to any Mortgage Loan that became an REO Property
during the preceding calendar month, the loan number and Stated Principal
Balance of such Mortgage Loan as of the close of business on the
Determination Date preceding such Distribution Date and the date of
acquisition thereof;
(xii) the total number and principal balance of any REO Properties
(and market value, if available) as of the close of business on the
Determination Date preceding such Distribution Date;
(xiii) the Senior Prepayment Percentage and the Subordinate
Prepayment Percentage for the following Distribution Date;
(xiv) the aggregate amount of Realized Losses incurred during the
preceding calendar month and any Class A-PO Deferred Amounts for such
Distribution Date; and
(xv) the Special Hazard Loss Amount, the Fraud Loss Amount and the
Bankruptcy Loss Amount, in each case as of the related Determination Date.
(b) No later than each Distribution Date, the Trustee, based upon
information supplied to it on the Servicer's Certificates, shall prepare and
deliver (by mail, fax or electronically) to each Holder of a Certificate, each
Rating Agency and each Servicer a statement setting forth the information set
forth in Section 5.04(a).
In the case of information furnished pursuant to clauses (i), (ii)
and (ix) of Section 5.04(a), the amounts shall be expressed as a dollar amount
per Certificate with a $1,000 denomination.
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.
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 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.
ARTICLE VI
THE CERTIFICATES
Section 6.01 THE CERTIFICATES. The Classes of Senior Certificates
and the Subordinate Certificates shall be substantially in the forms set forth
in Exhibits A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8, A-9, A-10, A-11, A-12, A-13,
A-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 transfer or exchange shall (if so required by the
Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by
a written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by, the Holder thereof or its attorney duly
authorized in writing.
(c) (i) Except as provided in paragraph (c)(iii) below, the
Book-Entry Certificates shall at all times remain registered in the name
of the Depository or its nominee and at all times: (A) registration of the
Certificates may not be transferred by the Trustee except to another
Depository; (B) the Depository shall maintain book-entry records with
respect to the Certificate Owners and with respect to ownership and
transfers of such Book-Entry Certificates; (C) ownership and transfers of
registration of the Book-Entry Certificates on the books of the Depository
shall be governed by applicable rules established by the Depository; (D)
the Depository may collect its usual and customary fees, charges and
expenses from its Depository Participants; (E) the Trustee shall deal with
the Depository as the representative of the Certificate Owners of the
Book-Entry Certificates for purposes of exercising the rights of Holders
under this Agreement, and requests and directions for and votes of the
Depository shall not be deemed to be inconsistent if they are made with
respect to different Certificate Owners; and (F) the Trustee may rely and
shall be fully protected in relying upon information furnished by the
Depository with respect to its Depository Participants and furnished by
the Depository Participants with respect to indirect participating firms
and persons shown on the books of such indirect participating firms as
direct or indirect Certificate Owners.
(ii) All transfers by Certificate Owners of Book-Entry Certificates
shall be made in accordance with the procedures established by the
Depository Participant or brokerage firm representing such Certificate
Owner. Each Depository Participant shall only transfer Book-Entry
Certificates of Certificate Owners it represents or of brokerage firms for
which it acts as agent in accordance with the Depository's normal
procedures.
(iii) If (A) (1) the Depository or the Depositor advises the Trustee
in writing that the Depository is no longer willing or able to properly
discharge its responsibilities as Depository, and (2) the Trustee or the
Depositor is unable to locate a qualified successor, (B) the Depositor at
its option advises the Trustee in writing that it elects to terminate the
book-entry system through the Depository or (C) after the occurrence of an
Event of Default, Certificate Owners representing at least 51% of the
aggregate Class Certificate Balances of the Book-Entry Certificates
together advise the Trustee and the Depository through the Depository
Participants in writing that the continuation of a book-entry system
through the Depository is no longer in the best interests of the
Certificate Owners, the Trustee shall notify all Certificate Owners,
through the Depository, of the occurrence of any such event and of the
availability of definitive, fully-registered Certificates (the "DEFINITIVE
CERTIFICATES") to Certificate Owners requesting the same. Upon surrender
to the Trustee of the related Class of Certificates by the Depository,
accompanied by the instructions from the Depository for registration, the
Trustee shall issue the Definitive Certificates. None of the Servicers,
the Depositor or the Trustee shall be liable for any delay in delivery of
such instruction and may conclusively rely on, and shall be protected in
relying on, such instructions. The Depositor shall provide the Trustee
with an adequate inventory of certificates to facilitate the issuance and
transfer of Definitive Certificates. Upon the issuance of Definitive
Certificates, the Trustee shall recognize the Holders of the Definitive
Certificates as Certificateholders hereunder.
(d) No transfer of a Private Certificate shall be made unless such
transfer is exempt from the registration requirements of the 1933 Act and any
applicable state securities laws or is made in accordance with the 1933 Act and
such laws. In the event of any such transfer, (i) unless such transfer is made
in reliance on Rule 144A under the 1933 Act, the Trustee or the Depositor may
require a written Opinion of Counsel (which may be in-house counsel) acceptable
to and in form and substance reasonably satisfactory to the Trustee and the
Depositor that such transfer may be made pursuant to an exemption, describing
the applicable exemption and the basis therefor, from the 1933 Act and such laws
or is being made pursuant to the 1933 Act and such laws, which Opinion of
Counsel shall not be an expense of the Trustee or the Depositor and (ii) the
Trustee shall require a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached hereto as EXHIBIT G-1
and a certificate from such Certificateholder's prospective transferee
substantially in the form attached hereto either as EXHIBIT G-2A or as EXHIBIT
G-2B, which certificates shall not be an expense of the Trustee or the
Depositor; provided that the foregoing requirements under clauses (i) and (ii)
shall not apply to a transfer of a Private Certificate between or among the
Depositor, either Seller, their affiliates or both. The Depositor shall provide
to any Holder of a Private Certificate and any prospective transferees
designated by any such Holder, information regarding the related Certificates
and the Mortgage Loans and such other information as shall be necessary to
satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer
of any such certificate without registration thereof under the 1933 Act pursuant
to the registration exemption provided by Rule 144A. The Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.
(e) No transfer of an ERISA Restricted Certificate shall be made
unless the transferee delivers to the Trustee either (i) a representation letter
in the form of EXHIBIT H from the transferee of such Certificate, which
representation letter shall not be an expense of the Depositor, the Trustee or
either Servicer, or (ii) in the case of any ERISA Restricted Certificate
presented for registration in the name of an employee benefit plan or
arrangement, including an individual retirement account, subject to ERISA, the
Code, or any federal, state or local law ("SIMILAR Law") which is similar to
ERISA or the Code (collectively, a "PLAN"), or a trustee or custodian of any of
the foregoing, an Opinion of Counsel in form and substance satisfactory to the
Trustee and each Servicer to the effect that the purchase or holding of such
ERISA Restricted Certificate by or on behalf of such Plan will not result in the
assets of the Trust Estate being deemed to be "plan assets" and subject to the
prohibited transaction provisions of ERISA, the Code or Similar Law and will not
subject the Trustee, the Depositor or either Servicer to any obligation in
addition to those undertaken in this Agreement, which Opinion of Counsel shall
not be an expense of the Trustee or either Servicer. Any transferee of an ERISA
Restricted Certificate that does not comply with either clause (i) or (ii) of
the preceding sentence will be deemed to have made one of the representations
set forth in EXHIBIT H. Notwithstanding anything else to the contrary herein,
any purported transfer of an ERISA Restricted Certificate to or on behalf of a
Plan without the delivery to the Trustee and each Servicer of an Opinion of
Counsel satisfactory to the Trustee and each Servicer as described above shall
be void and of no effect.
Neither the Trustee nor the Certificate Registrar shall have any
liability for transfers of Book-Entry Certificates made through the book-entry
facilities of the Depository or between or among any Depository Participants or
Certificate Owners, made in violation of applicable restrictions. The Trustee
may rely and shall be fully protected in relying upon information furnished by
the Depository with respect to its Depository Participants and furnished by the
Depository Participants with respect to indirect participating firms and Persons
shown on the books of such indirect participating firms as direct or indirect
Certificate Owners.
To the extent permitted under applicable law (including, but not
limited to, ERISA), the Trustee shall be under no liability to any Person for
any registration of transfer of any ERISA Restricted Certificate that is in fact
not permitted by this Section 6.02 or for making any payments due on such
Certificate to the Holder thereof or taking any other action with respect to
such Holder under the provisions of this Agreement so long as the transfer was
registered by the Trustee in accordance with the foregoing requirements.
(f) Each Person who has or who acquires any Ownership Interest in a
Residual Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions, and
the rights of each Person acquiring any Ownership Interest in a Residual
Certificate are expressly subject to the following provisions:
(i) Each Person holding or acquiring any Ownership Interest in a
Residual Certificate shall be a Permitted Transferee and shall promptly
notify the Trustee of any change or impending change in its status as a
Permitted Transferee.
(ii) No Person shall acquire an Ownership Interest in a Residual
Certificate unless such Ownership Interest is a pro rata undivided
interest.
(iii) In connection with any proposed transfer of any Ownership
Interest in a Residual Certificate, the Trustee shall require delivery to
it, in form and substance satisfactory to it, of an affidavit in the form
of EXHIBIT I hereto from the proposed transferee.
(iv) Notwithstanding the delivery of an affidavit by a proposed
transferee under clause (iii) above, if a Responsible Officer of the
Trustee has actual knowledge that the proposed transferee is not a
Permitted Transferee, no transfer of any Ownership Interest in a Residual
Certificate to such proposed transferee shall be effected.
(v) No Ownership Interest in a Residual Certificate may be
purchased by or transferred to any Person that is not a U.S. Person,
unless (A) such Person holds such Residual Certificate in connection with
the conduct of a trade or business within the United States and furnishes
the transferor and the Trustee with an effective Internal Revenue Service
Form 4224 or (B) the transferee delivers to both the transferor and the
Trustee an Opinion of Counsel from a nationally-recognized tax counsel to
the effect that such transfer is in accordance with the requirements of
the Code and the regulations promulgated thereunder and that such transfer
of a Residual Certificate will not be disregarded for federal income tax
purposes.
(vi) Any attempted or purported transfer of any Ownership
Interest in a Residual Certificate in violation of the provisions of this
Section 6.02 shall be absolutely null and void and shall vest no rights in
the purported transferee. If any purported transferee shall, in violation
of the provisions of this Section 6.02, become a Holder of a Residual
Certificate, then the prior Holder of such Residual Certificate that is a
Permitted Transferee shall, upon discovery that the registration of
transfer of such Residual Certificate was not in fact permitted by this
Section 6.02, be restored to all rights as Holder thereof retroactive to
the date of registration of transfer of such Residual Certificate. The
Trustee shall be under no liability to any Person for any registration of
transfer of a Residual Certificate that is in fact not permitted by this
Section 6.02 or for making any distributions due on such Residual
Certificate to the Holder thereof or taking any other action with respect
to such Holder under the provisions of the Agreement so long as the
transfer was registered in accordance with this Section 6.02. The Trustee
shall be entitled to recover from any Holder of a Residual Certificate
that was in fact not a Permitted Transferee at the time such distributions
were made all distributions made on such Residual Certificate. Any such
distributions so recovered by the Trustee shall be distributed and
delivered by the Trustee to the prior Holder of such Residual Certificate
that is a Permitted Transferee.
(vii) If any Person other than a Permitted Transferee acquires
any Ownership Interest in a Residual Certificate in violation of the
restrictions in this Section 6.02, then the Trustee, based on information
provided to the Trustee by either Servicer, will provide to the Internal
Revenue Service, and to the Persons specified in Section 860E(e)(3) and
(6) of the Code, information needed to compute the tax imposed under
Section 860E(e) of the Code on transfers of residual interests to
disqualified organizations. The expenses of the Trustee under this clause
(vii) shall be reimbursable by the Trust.
(g) [Reserved]
(h) No service charge shall be imposed for any transfer or exchange
of Certificates of any Class, but the Trustee may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
(i) All Certificates surrendered for transfer and exchange shall be
destroyed by the Certificate Registrar.
Section 6.03 MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES. If
(a) any mutilated Certificate is surrendered to the Certificate Registrar or the
Certificate Registrar receives evidence to its satisfaction of the destruction,
loss or theft of any Certificate, and (b) there is delivered to the Trustee, the
Depositor and the Certificate Registrar such security or indemnity reasonably
satisfactory to each, to save each of them harmless, then, in the absence of
actual notice to the Trustee or the Certificate Registrar that such Certificate
has been acquired by a bona fide purchaser, the Trustee shall countersign and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of like tenor, Class and Percentage
Interest but bearing a number not contemporaneously outstanding. Upon the
issuance of any new Certificate under this Section, the Trustee may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Trustee and the Certificate Registrar) connected therewith.
Any duplicate Certificate issued pursuant to this Section shall constitute
complete and indefeasible evidence of ownership in the Trust, as if originally
issued, whether or not the lost, stolen or destroyed Certificate shall be found
at any time.
Section 6.04 PERSONS DEEMED OWNERS. Prior to due presentation of a
Certificate for registration of transfer, the Depositor, the Servicers, the
Trustee, the Certificate Registrar and any agent of the Depositor, the
Servicers, the Trustee or the Certificate Registrar may treat the Person in
whose name any Certificate is registered as the owner of such Certificate for
the purpose of receiving distributions pursuant to Section 5.01 and for all
other purposes whatsoever, and none of the Depositor, the Servicers, the
Trustee, the Certificate Registrar or any agent of the Servicers, the Trustee or
the Certificate Registrar shall be affected by notice to the contrary.
ARTICLE VII
THE DEPOSITOR AND THE SERVICERS
Section 7.01 RESPECTIVE LIABILITIES OF THE DEPOSITOR AND THE
SERVICERS. The Depositor and the Servicers shall each be liable in accordance
herewith only to the extent of the obligations specifically and respectively
imposed upon and undertaken by the Depositor and the Servicers herein. By way of
illustration and not limitation, the Depositor is not liable for the servicing
and administration of the Mortgage Loans, nor is it obligated by Section 8.01 to
assume any obligations of either Servicer or to appoint a designee to assume
such obligations, nor is it liable for any other obligation hereunder that it
may, but is not obligated to, assume unless it elects to assume such obligation
in accordance herewith.
Section 7.02 MERGER OR CONSOLIDATION OF THE DEPOSITOR OR A SERVICER.
The Depositor and each Servicer will each keep in full effect its existence,
rights and franchises as a separate entity under the laws governing its
organization, and will each obtain and preserve its qualification to do business
as a foreign corporation in each jurisdiction in which such qualification is or
shall be necessary to protect the validity and enforceability of this Agreement,
the Certificates or any of the Mortgage Loans and to perform its respective
duties under this Agreement.
Any Person into which the Depositor or either Servicer may be merged
or consolidated, or any corporation resulting from any merger or consolidation
to which the Depositor or either Servicer shall be a party, or any Person
succeeding to the business of the Depositor or either Servicer, shall be the
successor of the Depositor or such Servicer, as the case may be, hereunder,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding;
provided, however, that the successor or surviving Person to a Servicer shall be
qualified to service mortgage loans on behalf of FNMA or FHLMC.
Section 7.03 LIMITATION ON LIABILITY OF THE DEPOSITOR, THE SERVICERS
AND OTHERS. None of the Depositor, the Servicers or any of the directors,
officers, employees or agents of the Depositor or of either Servicer shall be
under any liability to the Trust Estate or the Certificateholders for any action
taken or for refraining from the taking of any action in good faith pursuant to
this Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the Depositor, the Servicers or any such Person
against any breach of warranties or representations made herein or any liability
which would otherwise be imposed by reason of willful misfeasance, bad faith or
gross negligence in the performance of duties or by reason of reckless disregard
of obligations and duties hereunder. The Depositor, the Servicers and any
director, officer, employee or agent of the Depositor or either Servicer may
rely in good faith on any document of any kind prima facie properly executed and
submitted by any Person respecting any matters arising hereunder. The Depositor,
the Servicers and any director, officer, employee or agent of the Depositor or
either Servicer shall be indemnified by the Trust Estate and held harmless
against any loss, liability or expense incurred in connection with any legal
action relating to this Agreement or the Certificates, other than any loss,
liability or expense related to any specific Mortgage Loan or Mortgage Loans
(except as any such loss, liability or expense shall be otherwise reimbursable
pursuant to this Agreement) and any loss, liability or expense incurred by
reason of willful misfeasance, bad faith or gross negligence in the performance
of duties hereunder or by reason of reckless disregard of obligations and duties
hereunder. None of the Depositor or either of the Servicers shall be under any
obligation to appear in, prosecute or defend any legal action which is not
incidental to its respective duties under this Agreement and which in its
opinion may involve it in any expense or liability; provided, however, that the
Depositor or either Servicer may in its discretion undertake any such action
which it may deem necessary or desirable in respect to this Agreement and the
rights and duties of the parties hereto and the interests of the
Certificateholders hereunder. In such event, the legal expenses and costs of
such action and any liability resulting therefrom shall be expenses, costs and
liabilities of the Trust Estate, and the Depositor and such Servicer shall be
entitled to be reimbursed therefor out of amounts attributable to the Mortgage
Loans on deposit in the related Servicer Custodial Account as provided by
Section 3.11.
Section 7.04 DEPOSITOR AND SERVICERS NOT TO RESIGN. Subject to the
provisions of Section 7.02, none of the Depositor or the Servicers shall resign
from its respective obligations and duties hereby imposed on it except upon
determination that its duties hereunder are no longer permissible under
applicable law. Any such determination permitting the resignation of the
Depositor or either Servicer shall be evidenced by an Opinion of Counsel to such
effect delivered to the Trustee. No such resignation by a Servicer shall become
effective until the Trustee or a successor servicer shall have assumed such
Servicer's responsibilities and obligations in accordance with Section 8.05
hereof.
ARTICLE VIII
DEFAULT
Section 8.01 EVENTS OF DEFAULT. If any one of the following
events ("EVENTS OF DEFAULT") shall occur and be continuing:
(a) any failure by either Servicer to deposit amounts in the related
Servicer Custodial Account in the amount and manner provided herein so as to
enable the Trustee to distribute to Holders of Certificates any payment required
to be made under the terms of such Certificates and this Agreement (other than
the payments required to be made under Section 3.20) which continues unremedied
for a period of five days; or
(b) failure on the part of either Servicer duly to observe or
perform in any material respect any other covenants or agreements of such
Servicer set forth in the Certificates or in this Agreement, which covenants and
agreements continue unremedied for a period of 30 days after the date on which
written notice of such failure, requiring the same to be remedied, shall have
been given to such Servicer by the Trustee or the Depositor, or to the
Servicers, the Depositor and the Trustee by the Holders of Certificates
evidencing Voting Rights aggregating not less than 25% of all Certificates
affected thereby; or
(c) the entry of a decree or order by a court or agency or
supervisory authority having jurisdiction in the premises for the appointment of
a conservator, receiver or liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings against either
Servicer, or for the winding up or liquidation of either Servicer's affairs, and
the continuance of any such decree or order unstayed and in effect for a period
of 60 consecutive days; or
(d) the consent by either Servicer to the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings of or relating to
such Servicer or of or relating to substantially all of its property; or either
Servicer shall admit in writing its inability to pay its debts generally as they
become due, file a petition to take advantage of any applicable insolvency or
reorganization statute, make an assignment for the benefit of its creditors, or
voluntarily suspend payment of its obligations; or
(e) the failure of either Servicer to remit any Periodic Advance
required to be remitted by such Servicer pursuant to Section 3.20 which failure
continues unremedied at 3:00 p.m. on the related Distribution Date;
then, and in each and every such case, so long as an Event of Default shall not
have been remedied by the related Servicer, either the Trustee or the Depositor
may, and at the direction of the Holders of Certificates evidencing Voting
Rights aggregating not less than 51% of all Certificates affected thereby shall,
by notice then given in writing to the related Servicer (and to the Trustee, if
given by the Depositor, and to the Depositor, if given by the Trustee),
terminate all of the rights and obligations of such Servicer under this
Agreement. If an Event of Default described in clause (e) hereof shall occur,
the Trustee shall, by notice to the related Servicer, terminate all of the
rights and obligations of such Servicer under this Agreement and in and to the
Mortgage Loans and proceeds thereof and the Trustee or a successor Servicer
appointed pursuant to Section 8.05 shall make the Advance which such Servicer
failed to make. On or after the receipt by a Servicer of such written notice,
all authority and power of such Servicer under this Agreement, whether with
respect to the Certificates or the Mortgage Loans or otherwise, shall pass to
and be vested in the Trustee pursuant to and under this Section 8.01, unless and
until such time as the Trustee shall appoint a successor Servicer pursuant to
Section 8.05, and, without limitation, the Trustee is hereby authorized and
empowered to execute and deliver, on behalf of each Servicer, as
attorney-in-fact or otherwise, any and all documents and other instruments, and
to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and
endorsement of the Mortgage Loans and related documents, or otherwise,
including, without limitation, the recordation of the assignments of the
Mortgage Loans to it. Each Servicer agrees to cooperate with the Trustee in
effecting the termination of the responsibilities and rights of such Servicer
hereunder, including, without limitation, the transfer to the Trustee for the
administration by it of all cash amounts that have been deposited by such
Servicer in the related Servicer Custodial Account or thereafter received by
such Servicer with respect to the Mortgage Loans. Upon obtaining notice or
knowledge of the occurrence of any Event of Default, the Person obtaining such
notice or knowledge shall give prompt written notice thereof to
Certificateholders at their respective addresses appearing in the Certificate
Register and to each Rating Agency. All costs and expenses (including attorneys'
fees) incurred in connection with transferring the Mortgage Files to the
successor Servicer and amending this Agreement to reflect such succession as
Servicer pursuant to this Section 8.01 shall be paid by the predecessor
Servicer. Notwithstanding the termination of a Servicer pursuant hereto, such
Servicer shall remain liable for any causes of action arising out of any Event
of Default occurring prior to such termination.
Section 8.02 REMEDIES OF TRUSTEE. During the continuance of any
Event of Default, so long as such Event of Default shall not have been remedied,
the Trustee, in addition to the rights specified in Section 8.01, shall have the
right, in its own name as trustee of an express trust, to take all actions now
or hereafter existing at law, in equity or by statute to enforce its rights and
remedies and to protect the interests, and enforce the rights and remedies, of
the Certificateholders (including the institution and prosecution of all
judicial, administrative and other proceedings and the filing of proofs of claim
and debt in connection therewith). Except as otherwise expressly provided in
this Agreement, no remedy provided for by this Agreement shall be exclusive of
any other remedy, and each and every remedy shall be cumulative and in addition
to any other remedy and no delay or omission to exercise any right or remedy
shall impair any such right or remedy or shall be deemed to be a waiver of any
Event of Default.
Section 8.03 DIRECTIONS BY CERTIFICATEHOLDERS AND DUTIES OF TRUSTEE
DURING EVENT OF DEFAULT. During the continuance of any Event of Default, Holders
of Certificates evidencing Voting Rights aggregating not less than 25% of each
Class of Certificates affected thereby may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee under this Agreement; provided,
however, that the Trustee shall be under no obligation to pursue any such
remedy, or to exercise any of the trusts or powers vested in it by this
Agreement (including, without limitation, (a) the conducting or defending of any
administrative action or litigation hereunder or in relation hereto, and (b) the
terminating of either Servicer or any successor Servicer from its rights and
duties as servicer hereunder) at the request, order or direction of any of the
Certificateholders, unless such Certificateholders shall have offered to the
Trustee reasonable security or indemnity against the costs, expenses and
liabilities which may be incurred therein or thereby and, provided further,
that, subject to the provisions of Section 9.01, the Trustee shall have the
right to decline to follow any such direction if the Trustee, based upon an
Opinion of Counsel, determines that the action or proceeding so directed may not
lawfully be taken or if the Trustee in good faith determines that the action or
proceeding so directed would involve it in personal liability or be unjustly
prejudicial to the non-assenting Certificateholders.
Section 8.04 ACTION UPON CERTAIN FAILURES OF A SERVICER AND UPON
EVENT OF DEFAULT. In the event that the Trustee shall have actual knowledge of
any failure of either Servicer specified in Section 8.01(a) or (b) which would
become an Event of Default upon such Servicer's failure to remedy the same after
notice, the Trustee shall give notice thereof to such Servicer. If the Trustee
shall have knowledge of an Event of Default, the Trustee shall give prompt
written notice thereof to the Certificateholders.
Section 8.05 TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR.
(a) On and after the time a Servicer receives a notice of
termination pursuant to Section 8.01, the Trustee shall be the successor in all
respects to such Servicer in its capacity as servicer under this Agreement and
the transactions set forth or provided for herein and shall be subject to all
the responsibilities, duties and liabilities relating thereto placed on such
Servicer by the terms and provisions hereof or shall appoint a successor
pursuant to Section 3.07. Notwithstanding anything provided herein to the
contrary, under no circumstances shall any provision of this Agreement be
construed to require the Trustee, acting in its capacity as successor to a
Servicer in its obligation to make Advances, to advance, expend or risk its own
funds or otherwise incur any financial liability in the performance of its
duties hereunder if it shall have reasonable grounds for believing that such
funds are non-recoverable. Subject to Section 8.05(b), as compensation therefor,
the Trustee shall be entitled to such compensation as the terminated Servicer
would have been entitled to hereunder if no such notice of termination had been
given. Notwithstanding the above, the Trustee may, if it shall be unwilling so
to act, or shall, if it is legally unable so to act, appoint, or petition a
court of competent jurisdiction to appoint, any established housing and home
finance institution having a net worth of not less than $10,000,000 as the
successor to the terminated Servicer hereunder in the assumption of all or any
part of the responsibilities, duties or liabilities of such Servicer hereunder;
provided, however, that any such institution appointed as successor Servicer
shall not, as evidenced in writing by each Rating Agency, adversely affect the
then current rating of any Class of Certificates immediately prior to the
termination of the terminated Servicer. The appointment of a successor Servicer
shall not affect any liability of the predecessor Servicer which may have arisen
under this Agreement prior to its termination as Servicer, nor shall any
successor Servicer be liable for any acts or omissions of the predecessor
Servicer or for any breach by such Servicer of any of its representations or
warranties contained herein or in any related document or agreement. Pending
appointment of a successor to the terminated Servicer hereunder, unless the
Trustee is prohibited by law from so acting, the Trustee shall act in such
capacity as provided above. The Trustee and such successor shall take such
action, consistent with this Agreement, as shall be necessary to effectuate any
such succession.
(b) In connection with the appointment of a successor Servicer or
the assumption of the duties of a Servicer, as specified in Section 8.05(a), the
Trustee may make such arrangements for the compensation of such successor out of
payments on Mortgage Loans serviced by the predecessor Servicer as it and such
successor shall agree; provided, however, that any Person assuming the duties of
a Servicer as successor to NationsBanc Mortgage Corporation or Bank of America,
FSB shall pay to such predecessor an amount equal to the market value of the
portion of the Servicing Fee that will accrue in the future due to the Servicing
Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loan. The
"market value" of such portion of the Servicing Fee shall be determined by
NationsBanc Mortgage Corporation or Bank of America, FSB, as applicable, on the
basis of at least two quotations from third parties actively engaged in the
servicing of single-family mortgage loans. If the successor Servicer does not
agree that such market value is a fair price, such successor shall obtain two
quotations of market value from third parties actively engaged in the servicing
of single-family mortgage loans. The market value of the excess portion of the
Servicing Fee will then be equal to the average of (i) the lowest figure
obtained by NationsBanc Mortgage Corporation or Bank of America, FSB, as
applicable, and (ii) the highest figure obtained by the successor Servicer.
Payment of the amount calculated above shall be made to NationsBanc Mortgage
Corporation or Bank of America, FSB, as applicable, by the successor Servicer no
later than the last Business Day of the month in which such successor Servicer
becomes entitled to receive the Servicing Fee under this Agreement. In no event
will any portion of the Trust Estate be used to pay amounts due to NationsBanc
Mortgage Corporation or Bank of America, FSB, as applicable, under this Section
8.05(b).
(c) Any successor, including the Trustee, to a Servicer as servicer
shall during the term of its service as servicer maintain in force (i) a policy
or policies of insurance covering errors and omissions in the performance of its
obligations as servicer hereunder and (ii) a fidelity bond in respect of its
officers, employees and agents to the same extent as each Servicer is so
required pursuant to Section 3.03.
Section 8.06 NOTIFICATION TO CERTIFICATEHOLDERS. Upon any
termination or appointment of a successor to a Servicer pursuant to this Article
VIII, the Trustee shall give prompt written notice thereof to Certificateholders
at their respective addresses appearing in the Certificate Register and to each
Rating Agency.
ARTICLE IX
THE TRUSTEE
Section 9.01 DUTIES OF TRUSTEE.
(a) The Trustee, prior to the occurrence of an Event of Default and
after the curing or waiver of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement. In case an Event of Default has occurred of which a
Responsible Officer of the Trustee shall have actual knowledge (which has not
been cured or waived), the Trustee shall exercise such of the rights and powers
vested in it by this Agreement, and use the same degree of care and skill in
their exercise as a reasonably prudent investor would exercise or use under the
circumstances in the conduct of such investor's own affairs.
The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement.
(b) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own grossly negligent action, its own grossly
negligent failure to act or its own willful misfeasance; provided, however,
that:
(i) Prior to the occurrence of an Event of Default, and after the
curing or waiver of all such Events of Default which may have occurred,
the duties and obligations of the Trustee shall be determined solely by
the express provisions of this Agreement, the Trustee shall not be liable
except for the performance of such duties and obligations as are
specifically set forth in this Agreement, no implied covenants or
obligations shall be read into this Agreement against the Trustee and, in
the absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon any certificates or opinions
furnished to the Trustee by the Depositor or the Servicers and which on
their face, do not contradict the requirements of this Agreement;
(ii) The Trustee (in its individual capacity) shall not be
personally liable for an error of judgment made in good faith by a
Responsible Officer or Responsible Officers of the Trustee, unless it
shall be proved that the Trustee was grossly negligent in ascertaining the
pertinent facts;
(iii) The Trustee (in its individual capacity) shall not be
personally liable with respect to any action taken, suffered or omitted to
be taken by it in good faith in accordance with the direction of
Certificateholders as provided in Section 8.03;
(iv) The Trustee shall not be charged with knowledge of any
default (other than a default in payment to the Trustee) specified in
clauses (a) and (b) of Section 8.01 or an Event of Default under clauses
(c), (d) and (e) of Section 8.01 unless a Responsible Officer of the
Trustee assigned to and working in the Corporate Trust Office obtains
actual knowledge of such failure or event or any officer of the Trustee
receives written notice of such failure or event at its Corporate Trust
Office from a Servicer, the Depositor or any Certificateholder; and
(v)Except to the extent provided in Section 8.05, no provision in
this Agreement shall require the Trustee to expend or risk its own funds
(including, without limitation, the making of any Advance as successor
Servicer) or otherwise incur any personal financial liability in the
performance of any of its duties as Trustee hereunder, or in the exercise
of any of its rights or powers, if the Trustee shall have reasonable
grounds for believing that repayment of funds or adequate indemnity
against such risk or liability is not reasonably assured to it.
Section 9.02 CERTAIN MATTERS AFFECTING THE TRUSTEE.
Except as otherwise provided in Section 9.01:
(i) The Trustee may request and rely upon and shall be protected
in acting or refraining from acting upon any resolution, Officer's
Certificate, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, appraisal,
bond or other paper or document believed by it to be genuine and to have
been signed or presented by the proper party or parties;
(ii) The Trustee may consult with counsel and any Opinion of
Counsel shall be full and complete authorization and protection in respect
of any action taken or suffered or omitted by it hereunder in good faith
and in accordance with such Opinion of Counsel;
(iii) The Trustee shall be under no obligation to exercise any of
the trusts or powers vested in it by this Agreement or to institute,
conduct or defend any litigation hereunder or in relation hereto at the
request, order or direction of any of the Certificateholders, pursuant to
the provisions of this Agreement, unless such Certificateholders shall
have offered to the Trustee reasonable security or indemnity against the
costs, expenses and liabilities which may be incurred therein or thereby;
nothing contained herein shall, however, relieve the Trustee of the
obligation, upon the occurrence of an Event of Default (which has not been
cured or waived), to exercise such of the rights and powers vested in it
by this Agreement, and to use the same degree of care and skill in their
exercise as a prudent investor would exercise or use under the
circumstances in the conduct of such investor's own affairs;
(iv) The Trustee shall not be personally liable for any action
taken, suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon it
by this Agreement;
(v) Prior to the occurrence of an Event of Default hereunder and
after the curing or waiving of all Events of Default which may have
occurred, the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval,
bond or other paper or document, unless requested in writing so to do by
Holders or Certificate or any Class evidencing, as to such Class,
Percentage Interests, aggregating not less than 50%; provided, however,
that if the payment within a reasonable time to the Trustee of the costs,
expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to
the Trustee by the security afforded to it by the terms of this Agreement,
the Trustee may require reasonable indemnity against such expense or
liability or payment of such estimated expenses as a condition to so
proceeding; and
(vi) The Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys.
Section 9.03 TRUSTEE NOT LIABLE FOR CERTIFICATES OR MORTGAGE LOANS.
The recitals contained herein and in the Certificates (other than the execution
of, and the counter-signature on the Certificates) shall be taken as the
statements of the Depositor or Servicers, as applicable, and the Trustee assumes
no responsibility for their correctness. The Trustee makes no representations as
to the validity or sufficiency of this Agreement or of the Certificates or any
Mortgage Loans save that the Trustee represents that, assuming due execution and
delivery by the other parties hereto, this Agreement has been duly authorized,
executed and delivered by it and constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms, subject, as to
enforcement of remedies, to applicable insolvency, receivership, moratorium and
other laws affecting the rights of creditors generally, and to general
principles of equity and the discretion of the court (regardless of whether
enforcement of such remedies is considered in a proceeding in equity or at law).
The Trustee shall not be accountable for the use or application by the Depositor
of funds paid to the Depositor in consideration of the assignment of the
Mortgage Loans hereunder by the Depositor, or for the use or application of any
funds paid to Subservicers or the Servicers in respect of the Mortgage Loans or
deposited into the Servicer Custodial Accounts, or any other account hereunder
(other than the Certificate Account) by a Servicer.
The Trustee shall at no time have any responsibility or liability
for or with respect to the legality, validity and enforceability of any Mortgage
or any Mortgage Loan, or the perfection and priority of any Mortgage or the
maintenance of any such perfection and priority or for or with respect to the
sufficiency of the Trust or its ability to generate the payments to be
distributed to Certificateholders under this Agreement, including, without
limitation: the existence, condition and ownership of any Mortgaged Property;
the existence and enforceability of any hazard insurance thereon (other than if
the Trustee shall assume the duties of a Servicer pursuant to Section 8.05 and
thereupon only for the acts or omissions of the successor Servicer); the
validity of the assignment of any Mortgage Loan to the Trustee or of any
intervening assignment; the completeness of any Mortgage Loan; the performance
or enforcement of any Mortgage Loan (other than if the Trustee shall assume the
duties of a Servicer pursuant to Section 8.05 and thereupon only for the acts or
omissions of the Trustee as successor Servicer); the compliance by the Depositor
or the Servicers with any warranty or representation made under this Agreement
or in any related document or the accuracy of any such warranty or
representation; any investment of monies by or at the direction of a Servicer or
any loss resulting therefrom, it being understood that the Trustee shall remain
responsible for any Trust property that it may hold in its individual capacity;
the acts or omissions of any of the Depositor, the Servicers (other than if the
Trustee shall assume the duties of a Servicer pursuant to Section 8.05 and
thereupon only for the acts or omissions of the Trustee as successor Servicer),
any Subservicer or any Mortgagor; any action of a Servicer (other than if the
Trustee shall assume the duties of a Servicer pursuant to Section 8.05 and
thereupon only for the acts or omissions of the Trustee as successor Servicer)
or any Subservicer taken in the name of the Trustee; the failure of a Servicer
or any Subservicer to act or perform any duties required of it as agent of the
Trustee hereunder; or any action by the Trustee taken at the instruction of a
Servicer (other than if the Trustee shall assume the duties of a Servicer
pursuant to Section 8.05 and thereupon only for the acts or omissions of the
Trustee as successor Servicer); provided, however, that the foregoing shall not
relieve the Trustee of its obligation to perform its duties under this
Agreement, including, without limitation, the Trustee's review of the Mortgage
Files pursuant to Section 2.02. The Trustee shall file any financing or
continuation statement in any public office at any time required to maintain the
perfection of any security interest or lien granted to it hereunder.
Section 9.04 TRUSTEE MAY OWN CERTIFICATES. The Trustee in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Trustee and may otherwise deal
with the Servicers, any Subservicer or any of their respective affiliates with
the same right it would have if it were not the Trustee.
Section 9.05 ELIGIBILITY REQUIREMENTS FOR TRUSTEE. The Trustee
hereunder shall at all times be (a) an institution the deposits of which are
fully insured by the FDIC and (b) a corporation or banking association organized
and doing business under the laws of the United States of America or of any
State, authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of not less than $50,000,000 and subject to
supervision or examination by Federal or State authority and (c) with respect to
every successor trustee hereunder either an institution (i) the long-term
unsecured debt obligations of which are rated at least "A" by S&P and "A" by
Fitch or (ii) whose serving as Trustee hereunder would not result in the
lowering of the ratings originally assigned to any Class of Certificates. The
Trustee shall not be an affiliate of the Depositor or either Servicer. If such
corporation or banking association publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section 9.05, the combined
capital and surplus of such corporation or banking association shall be deemed
to be its combined capital and surplus as set forth in its most recent report of
condition so published. In case at any time the Trustee shall cease to be
eligible in accordance with the provision of this Section 9.05, the Trustee
shall resign immediately in the manner and with the effect specified in Section
9.06.
Section 9.06 RESIGNATION AND REMOVAL OF TRUSTEE. The Trustee may at
any time resign and be discharged from the trust hereby created by giving
written notice thereof to the Servicers and mailing a copy of such notice to all
Holders of record. The Trustee shall also mail a copy of such notice of
resignation to each Rating Agency. Upon receiving such notice of resignation,
the Servicers shall use their best efforts to promptly appoint a mutually
acceptable successor Trustee by written instrument, in duplicate, one copy of
which instrument shall be delivered to the resigning Trustee and one copy to the
successor Trustee. If no successor Trustee shall have been so appointed and
shall have accepted appointment within 30 days after the giving of such notice
of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee.
If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 9.05 and shall fail to resign after written
request therefor by the Servicers, or if at any time the Trustee shall become
incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, then the Servicers
may remove the Trustee and appoint a successor trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor.
The Holders of Certificates evidencing not less than 50% of the
Voting Rights may at any time remove the Trustee by written instrument or
instruments delivered to the Servicers and the Trustee; the Servicers shall
thereupon use their best efforts to appoint a mutually acceptable successor
Trustee in accordance with this Section 9.06.
Any resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to any of the provisions of this Section 9.06 shall
become effective upon acceptance of appointment by the successor Trustee as
provided in Section 9.07.
Section 9.07 SUCCESSOR TRUSTEE. Any successor Trustee appointed as
provided in Section 9.06 shall execute, acknowledge and deliver to the Servicers
and to its predecessor Trustee an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the predecessor Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as Trustee herein. The predecessor Trustee shall duly assign, transfer,
deliver and pay over to the successor Trustee the whole of the Mortgage Files
and related documents and statements held by it hereunder, together with all
instruments of transfer and assignment or other documents properly executed as
may be reasonably required to effect such transfer and such of the records or
copies thereof maintained by the predecessor Trustee in the administration
hereof as may be reasonably requested by the successor Trustee and shall
thereupon be discharged from all duties and responsibilities under this
Agreement; provided, however, that if the predecessor Trustee has been
terminated pursuant to the third paragraph of Section 9.06, all reasonable
expenses of the predecessor Trustee incurred in complying with this Section 9.07
shall be reimbursed by the Trust.
No successor Trustee shall accept appointment as provided in this
Section 9.07 unless at the time of such appointment such successor Trustee shall
be eligible under the provisions of Section 9.05.
Upon acceptance of appointment by a successor Trustee as provided in
this Section 9.07, the Servicers shall cooperate to mail notice of the
succession of such Trustee hereunder to all Holders of Certificates at their
addresses as shown in the Certificate Register and to each Rating Agency. If the
Servicers fail to mail such notice within ten days after acceptance of
appointment by the successor Trustee, the successor Trustee shall cause such
notice to be mailed at the expense of the Servicers.
Section 9.08 MERGER OR CONSOLIDATION OF TRUSTEE. Any corporation or
banking association into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation or banking association
resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation or banking association succeeding to all or
substantially all of the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, if such corporation or banking association
is eligible under the provisions of Section 9.05, without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.
Section 9.09 APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE.
Notwithstanding any of the provisions hereof, at any time, for the purpose of
meeting any legal requirements of any jurisdiction in which any Mortgaged
Property may at the time be located or for any other reason, the related
Servicer and the Trustee acting jointly shall have the power and shall execute
and deliver all instruments to appoint one or more Persons approved by the
Trustee as co-trustee or separate trustee of all or any part of the Trust
Estate, and to vest in such Person or Persons, in such capacity, such title to
the Trust Estate, or any part thereof, and, subject to the other provision of
this Section 9.09, such powers, duties, obligations, rights and trusts as such
Servicer and the Trustee may consider necessary or desirable. If a Servicer
shall not have joined in such appointment within ten days after the receipt by
it of a request to do so, the Trustee alone shall have the power to make such
appointment. No co-trustee or separate trustee hereunder shall be required to
meet the terms of eligibility as a successor Trustee under Section 9.05 and no
notice to Holders of Certificates of the appointment of co-trustee(s) or
separate trustee(s) shall be required under Section 9.07.
In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 9.09, all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or
as successor to a Servicer hereunder), the Trustee shall be incompetent or
unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the Trust Estate or
any portion thereof in any such jurisdiction) shall be exercised and performed
by such separate trustee or co-trustee at the direction of the Trustee. No
trustee hereunder shall be held personally liable by reason of any act or
omission of any other trustee hereunder; provided, however, that no appointment
of a co-trustee or separate trustee hereunder shall relieve the Trustee of its
obligations hereunder.
Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article IX. Each separate trustee and co-trustee, upon its acceptance of
the trusts conferred, shall be vested with the estates or property specified in
its instrument of appointment, either jointly with the Trustee or separately, as
may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.
Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall become incapable of acting, resign or be removed, or shall be adjudged a
bankrupt or insolvent, or a receiver of its property shall be appointed, or any
public officer shall take charge or control of such trustee or co-trustee or of
its property or affairs for the purpose of rehabilitation, conservation or
liquidation, all of its estates, properties, rights, remedies and trusts shall
vest in and be exercised by the Trustee, to the extent permitted by law, without
the appointment of a new or successor trustee.
Section 9.10 AUTHENTICATING AGENTS. The Trustee may appoint one or
more authenticating agents ("AUTHENTICATING AGENTS") which shall be authorized
to act on behalf of the Trustee in authenticating or countersigning
Certificates. Initially, the Authenticating Agent shall be The Bank of New York.
Wherever reference is made in this Agreement to the authentication or
countersigning of Certificates by the Trustee or the Trustee's certificate of
authentication or countersigning, such reference shall be deemed to include
authentication or countersigning on behalf of the Trustee by an Authenticating
Agent and a certificate of authentication or countersignature executed on behalf
of the Trustee by an Authenticating Agent. Each Authenticating Agent must be
acceptable to the Servicers and must be a corporation or banking association
organized and doing business under the laws of the United States of America or
of any State, having a principal office and place of business in New York, New
York, having a combined capital and surplus of at least $15,000,000, authorized
under such laws to do a trust business and subject to supervision or examination
by Federal or State authorities.
Any corporation or banking association into which any Authenticating
Agent may be merged or converted or with which it may be consolidated, or any
corporation or banking association resulting from any merger, conversion or
consolidation to which any Authenticating Agent shall be a party, or any
corporation or banking association succeeding to the corporate agency business
of any Authenticating Agent, shall continue to be the Authenticating Agent
without the execution or filing of any paper or any further act on the part of
the Trustee or the Authenticating Agent.
Any Authenticating Agent may at any time resign by giving written
notice of resignation to the Trustee and to the Servicers. The Trustee may at
any time terminate the agency of any Authenticating Agent by giving written
notice of termination to such Authenticating Agent and to the Servicers. Upon
receiving a notice of resignation or upon such a termination, or in case, at any
time any Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 9.10, the Trustee may appoint a successor
Authenticating Agent, shall give written notice of such appointment to the
Servicers and shall mail notice of such appointment to all Certificateholders.
Any successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers, duties and responsibilities of
its predecessor hereunder, with like effect as if originally named as
Authenticating Agent.
Section 9.11 TRUSTEE'S FEES AND EXPENSES. The Trustee, as
compensation for its activities hereunder, shall be entitled to receive on each
Distribution Date an amount equal to the Trustee Fee for such Distribution Date
pursuant to Section 5.02(a). The Trustee and any director, officer, employee or
agent of the Trustee shall be indemnified by the Trust and held harmless against
any loss, liability or expense (including reasonable attorney's fees) (a)
incurred in connection with any claim or legal action relating to (i) this
Agreement, (ii) the Certificates, or (iii) the performance of any of the
Trustee's duties hereunder, other than any loss, liability or expense incurred
by reason of willful misfeasance, bad faith or gross negligence in the
performance of any of the Trustee's duties hereunder, (b) resulting from any tax
or information return which was prepared by, or should have been prepared by,
the related Servicer and (c) arising out of the transfer of any Private
Certificate not in compliance with ERISA. Such indemnity shall survive the
termination of this Agreement or the resignation or removal of the Trustee
hereunder. Without limiting the foregoing, except as otherwise agreed upon in
writing by the Depositor and the Trustee, and except for any such expense,
disbursement or advance as may arise from the Trustee's gross negligence, bad
faith or willful misconduct, the Trust shall reimburse the Trustee for all
reasonable expenses, disbursements and advances incurred or made by the Trustee
in accordance with any of the provisions of this Agreement to the extent
permitted by Treasury Regulations Section 1.860G-1(b)(3)(ii) and (iii);
provided, however, that the Depositor and the Trustee intend to enter into a
separate agreement for custody-related services. Except as otherwise provided
herein, the Trustee shall not be entitled to payment or reimbursement for any
routine ongoing expenses incurred by the Trustee in the ordinary course of its
duties as Trustee, Certificate Registrar or Paying Agent hereunder or for any
other expenses.
Section 9.12 [RESERVED]
Section 9.13 PAYING AGENTS. The Trustee may appoint one or more
Paying Agents (each, a "PAYING AGENT") which shall be authorized to act on
behalf of the Trustee in making withdrawals from the Certificate Account and
distributions to Certificateholders as provided in Section 3.08 and Section
5.02. Wherever reference is made in this Agreement to the withdrawal from the
Certificate Account by the Trustee, such reference shall be deemed to include
such a withdrawal on behalf of the Trustee by a Paying Agent. Initially, the
Paying Agent shall be The Bank of New York. Whenever reference is made in this
Agreement to a distribution by the Trustee or the furnishing of a statement to
Certificateholders by the Trustee, such reference shall be deemed to include
such a distribution or furnishing on behalf of the Trustee by a Paying Agent.
Each Paying Agent shall provide to the Trustee such information concerning the
Certificate Account as the Trustee shall request from time to time. Each Paying
Agent must be reasonably acceptable to the Servicers and must be a corporation
or banking association organized and doing business under the laws of the United
States of America or of any state, having (except in the case of the Trustee) a
principal office and place of business in New York, New York, having a combined
capital and surplus of at least $15,000,000, authorized under such laws to do a
trust business and subject to supervision or examination by federal or state
authorities.
Any corporation into which any Paying Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which any Paying Agent shall be
a party, or any corporation succeeding to the corporate agency business of any
Paying Agent, shall continue to be the Paying Agent provided that such
corporation after the consummation of such merger, conversion, consolidation or
succession meets the eligibility requirements of this Section 9.13.
Any Paying Agent may at any time resign by giving written notice of
resignation to the Trustee and to the Servicers; provided that the Paying Agent
has returned to the Certificate Account or otherwise accounted, to the
reasonable satisfaction of the Trustee, for all amounts it has withdrawn from
the Certificate Account. The Trustee may, upon prior written approval of the
Servicers, at any time terminate the agency of any Paying Agent by giving
written notice of termination to such Paying Agent and to the Servicers. Upon
receiving a notice of resignation or upon such a termination, or in case at any
time any Paying Agent shall cease to be eligible in accordance with the
provisions of the first paragraph of this Section 9.13, the Trustee may appoint,
upon prior written approval of the Servicers, a successor Paying Agent, shall
give written notice of such appointment to the Servicers and shall mail notice
of such appointment to all Certificateholders. Any successor Paying Agent upon
acceptance of its appointment hereunder shall become vested with all rights,
powers, duties and responsibilities of its predecessor hereunder, with like
effect as if originally named as Paying Agent. The Trustee shall remain liable
for any duties and obligations assumed by its appointed Paying Agent.
Section 9.14 LIMITATION OF LIABILITY. The Certificates are executed
by the Trustee, not in its individual capacity but solely as Trustee of the
Trust, in the exercise of the powers and authority conferred and vested in it by
this Agreement. Each of the undertakings and agreements made on the part of the
Trustee in the Certificates is made and intended not as a personal undertaking
or agreement by the Trustee but is made and intended for the purpose of binding
only the Trust.
Section 9.15 TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
CERTIFICATES. All rights of action and claims under this Agreement or the
Certificates may be prosecuted and enforced by the Trustee without the
possession of any of the Certificates or the production thereof in any
proceeding relating thereto, and such preceding instituted by the Trustee shall
be brought in its own name or in its capacity as Trustee. Any recovery of
judgment shall, after provision for the payment of the reasonable compensation,
expenses, disbursement and advances of the Trustee, its agents and counsel, be
for the ratable benefit of the Certificateholders in respect of which such
judgment has been recovered.
Section 9.16 SUITS FOR ENFORCEMENT. In case an Event of Default or
other default by a Servicer or the Depositor hereunder shall occur and be
continuing, the Trustee, in its discretion, may proceed to protect and enforce
its rights and the rights of the Holders of Certificates under this Agreement by
a suit, action or proceeding in equity or at law or otherwise, whether for the
specific performance of any covenant or agreement contained in this Agreement or
in aid of the execution of any power granted in this Agreement or for the
enforcement of any other legal, equitable or other remedy, as the Trustee, being
advised by counsel, shall deem most effectual to protect and enforce any of the
rights of the Trustee and the Certificateholders.
Section 9.17 WAIVER OF BOND REQUIREMENT. The Trustee shall be
relieved of, and each Certificateholder hereby waives, any requirement of any
jurisdiction in which the Trust, or any part thereof, may be located that the
Trustee post a bond or other surety with any court, agency or body whatsoever.
Section 9.18 WAIVER OF INVENTORY, ACCOUNTING AND APPRAISAL
REQUIREMENT. The Trustee shall be relieved of, and each Certificateholder hereby
waives, any requirement of any jurisdiction in which the Trust, or any part
thereof, may be located that the Trustee file any inventory, accounting or
appraisal of the Trust with any court, agency or body at any time or in any
manner whatsoever.
Section 9.19 YEAR 2000 COMPLIANCE. The Trustee warrants that it will
use commercially reasonable efforts to ensure that the computer software and
hardware systems ("SYSTEMS") that are owned by the Trustee and used to provide
the services are 2000 Compliant or will be made 2000 Compliant before December
31, 1999. With respect to software that the Trustee licenses from third parties
and uses in providing the services ("THIRD PARTY SOFTWARE"), the Trustee
warrants that it has used or will use commercially reasonable efforts to test
the same by September 30, 1999 to certify, in accordance with the Trustee's
standard practices, that the Third Party Software is 2000 Compliant. If the
Trustee cannot certify any Third Party Software as 2000 Compliant, the Trustee
will use commercially reasonable efforts to replace such Third Party Software
with software that is warranted or certified by its vendor as 2000 Compliant, if
such replacement is available, compatible with the Trustee's Systems and deemed
by the Trustee as appropriate under the circumstances. In the event that the
Trustee uses third party service providers to provide the services or any
portion thereof ("Third Party Services"), the Trustee warrants that it has in
place a program under which it will use commercially reasonable efforts to
contact such service providers and obtain from them assurances that the Systems
that they use in providing services are 2000 Compliant. Notwithstanding the
foregoing, the Trustee cannot and does not warrant that the Systems, Third Party
Software or Third Party Services will continue to interface with the hardware,
firmware, software (including operating systems), records or data used by the
third parties. As used herein, the term "2000 Compliant" means that the Systems,
Third Party Software and Third Party Services will function without material
error caused by the introduction of dates falling on or after January 1, 2000.
ARTICLE X
TERMINATION
Section 10.01 TERMINATION UPON PURCHASE BY THE DEPOSITOR OR
LIQUIDATION OF ALL MORTGAGE LOANS. Subject to Section 10.02, the respective
obligations and responsibilities of the Depositor, the Servicers and the Trustee
created hereby (other than the obligation of Trustee to make certain payments to
Certificateholders after the Final Distribution Date and to send certain notices
as hereinafter set forth and the obligations of the Trustee pursuant to Sections
5.04(b) and 5.05(b)) shall terminate upon the last action required to be taken
by the Trustee on the Final Distribution Date pursuant to this Article X
following the earlier of (a) the purchase by the Depositor of all Mortgage Loans
and all REO Property remaining in the Trust Estate at a price equal to the sum
of (i) 100% of the Stated Principal Balance of each Mortgage Loan (other than
any Mortgage Loan as to which REO Property has been acquired and whose fair
market value is included pursuant to clause (ii) below) and (ii) the fair market
value of such REO Property (as determined by the Depositor as of the close of
business on the third Business Day next preceding the date upon which notice of
any such termination is furnished to Certificateholders pursuant to the third
paragraph of this Article X), plus any Class Unpaid Interest Shortfall for any
Class of Certificates as well as one month's interest at the related Mortgage
Rate on the Stated Principal Balance of each Mortgage Loan (including any
Mortgage Loan as to which REO Property has been acquired) or (b) the final
payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Estate or the disposition of all REO
Property; provided, however, that in no event shall the Trust created hereby
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the Court of St. James, living on the date hereof.
The right of the Depositor to repurchase all Mortgage Loans pursuant
to (a) above is conditioned upon the Pool Stated Principal Balance as of the
Final Distribution Date being less than 10% of the Cut-Off Date Pool Principal
Balance. If such right is exercised, the Trustee shall, promptly following
payment of the purchase price, release to the Depositor or its designee the
Mortgage Files pertaining to the Mortgage Loans being purchased.
Notice of any termination, specifying the Final Distribution Date
(which shall be a date that would otherwise be a Distribution Date) upon which
the Certificateholders may surrender their Certificates to the Trustee for
payment of the final distribution and for cancellation, shall be given promptly
by the Depositor (if exercising its right to purchase the assets of the Trust)
or by the Trustee (in any other case) by letter to Certificateholders mailed not
earlier than the 15th day and not later than the 25th day of the month next
preceding the month of such final distribution specifying (1) the Final
Distribution Date upon which final payment of the Certificates will be made upon
presentation and surrender of Certificates at the office or agency of the
Trustee therein designated, (2) the amount of any such final payment and (3)
that the Record Date otherwise applicable to such Distribution Date is not
applicable, payments being made only upon presentation and surrender of the
Certificates at the office or agency of the Trustee therein specified. If the
Depositor is obligated to give notice to Certificateholders as aforesaid, it
shall give such notice to the Trustee and the Certificate Registrar at the time
such notice is given to Certificateholders. In the event such notice is given by
the Depositor, the Depositor shall deposit in the Certificate Account on or
before the Final Distribution Date in immediately available funds an amount
equal to the amount necessary to make the amount, if any, on deposit in the
Certificate Account on the Final Distribution Date equal to the purchase price
for the related assets of the Trust computed as above provided together with a
statement as to the amount to be distributed on each Class of Certificates
pursuant to the next succeeding paragraph.
Upon presentation and surrender of the Certificates, the Trustee
shall cause to be distributed to Certificateholders of each Class, in the order
set forth in Section 5.02 hereof, on the final Distribution Date and in
proportion to their respective Percentage Interests, with respect to
Certificateholders of the same Class, an amount equal to (I) as to each Class of
Certificates, the Class Certificate Balance thereof plus (a) accrued interest
thereon in the case of an interest bearing Certificate and (b) the Class A-PO
Deferred Amount with respect to the Class A-PO Certificates, and (II) as to the
Class A-R 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:
(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 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 action or
commence any proceeding in any court for a partition or winding up of the Trust,
nor otherwise affect the rights, obligations and liabilities of the parties
hereto or any of them.
No Certificateholder shall have any right to vote (except as
provided herein) or in any manner otherwise control the operation and management
of the Trust, or the obligations of the parties hereto, nor shall anything
herein set forth, or contained in the terms of the Certificates, be construed so
as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any
third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
No Certificateholder shall have any right by virtue or by availing
itself of any provisions of this Agreement to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Agreement,
unless such Holder previously shall have given to the Trustee a written notice
of default and of the continuance thereof, as provided herein, and unless also
the Holders of Certificates evidencing Percentage Interests aggregating not less
than 25% of each Class of Certificates affected thereby shall have made written
request upon the Trustee to institute such action, suit or proceeding in its own
name as Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for 60 days after its receipt of
such notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding; it being understood and intended,
and being expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing itself or
themselves of any provisions of this Agreement to affect, disturb or prejudice
the rights of the Holders of any other of the Certificates, or to obtain or seek
to obtain priority over or preference to any other such Holder, or to enforce
any right under this Agreement, except in the manner herein provided and for the
equal, ratable and common benefit of all Certificateholders. For the protection
and enforcement of the provisions of this Section 11.03, each and every
Certificateholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.
Section 11.04 GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT APPLICATION OF THE
CONFLICTS OF LAWS PROVISIONS THEREOF, AND THE OBLIGATIONS, RIGHTS AND REMEDIES
OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 11.05 NOTICES. All demands, notices, instructions,
directions, requests and communications required to be delivered hereunder shall
be in writing and shall be deemed to have been duly given if personally
delivered at or mailed by certified mail, return receipt requested, (provided,
however, that notices to the Trustee shall be deemed effective upon receipt) to
(a) in the case of the Depositor, Bank of America Mortgage Securities, Inc., 345
Montgomery Street, Lower Level #2, Unit #8152, San Francisco, California 94104,
Attention: Russell Thompson, (b) in the case of the NMC Servicer, NationsBanc
Mortgage Corporation, 101 East Main Street, Suite 400, Louisville, Kentucky
40202, Attention: Servicing Manager, with a copy to: NationsBanc Mortgage
Corporation, 201 North Tryon Street, 14th Floor, Charlotte, North Carolina
28255, Attention: General Counsel and Treasurer, (c) in the case of the BA
Servicer, Bank of America, FSB, 10200 Valley View Street, Cypress, California
90630, Attention: Brian Shea, (d) in the case of the Trustee, 101 Barclay Street
- - 12E, New York, New York 10286, Attention: Corporate Trust - MBS Group (Fax:
(212) 815-5309), (d) in the case of S&P, Standard & Poor's, a division of The
McGraw-Hill Companies, Inc., 26 Broadway, New York, New York 10004, Attn:
Mortgage Surveillance Group, and (e) in the case of Fitch, Fitch IBCA, Inc., One
State Street Plaza, New York, New York 10004, Attn: Residential Mortgage
Surveillance Group; or, as to each party, at such other address as shall be
designated by such party in a written notice to each other party. Any notice
required or permitted to be mailed to a Certificateholder shall be given by
first class mail, postage prepaid, at the address of such Holder as shown in the
Certificate Register. Any notice so mailed within the time prescribed in this
Agreement shall be conclusively presumed to have been duly given, whether or not
the Certificateholder receives such notice.
Section 11.06 SEVERABILITY OF PROVISIONS. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the Holders thereof.
Section 11.07 CERTIFICATES NONASSESSABLE AND FULLY PAID. It is the
intention of the Trustee that Certificateholders shall not be personally liable
for obligations of the Trust Estate, that the beneficial ownership interests
represented by the Certificates shall be nonassessable for any losses or
expenses of the Trust Estate or for any reason whatsoever, and that Certificates
upon execution, countersignature and delivery thereof by the Trustee pursuant to
Section 6.01 are and shall be deemed fully paid.
Section 11.08 ACCESS TO LIST OF CERTIFICATEHOLDERS. The Certificate
Registrar will furnish or cause to be furnished to the Trustee, within 15 days
after the receipt of a request by the Trustee in writing, a list, in such form
as the Trustee may reasonably require, of the names and addresses of the
Certificateholders as of the most recent Record Date for payment of
distributions to Certificateholders.
If three or more Certificateholders apply in writing to the Trustee,
and such application states that the applicants desire to communicate with other
Certificateholders with respect to their rights under this Agreement or under
the Certificates and is accompanied by a copy of the communication which such
applicants propose to transmit, then the Trustee shall, within five Business
Days after the receipt of such application, afford such applicants access during
normal business hours to the most recent list of Certificateholders held by the
Trustee. If such a list is as of a date more than 90 days prior to the date of
receipt of such applicants' request, the Trustee shall promptly request from the
Certificate Registrar a current list as provided above, and shall afford such
applicants access to such list promptly upon receipt.
Every Certificateholder, by receiving and holding such list, agrees
with the Certificate Registrar and the Trustee that neither the Certificate
Registrar nor the Trustee shall be held accountable by reason of the disclosure
of any such information as to the names and addresses of the Certificateholders
hereunder, regardless of the source from which such information was derived.
Section 11.09 RECHARACTERIZATION. The parties to this Agreement
intend the conveyance by the Depositor to the Trustee of all of its right, title
and interest in and to the Mortgage Loans pursuant to this Agreement to
constitute a purchase and sale and not a loan. Notwithstanding the foregoing, to
the extent that such conveyance is held not to constitute a sale under
applicable law, it is intended that this Agreement shall constitute a security
agreement under applicable law and that the Depositor shall be deemed to have
granted to the Trustee a first priority security interest in all of the
Depositor's right, title and interest in and to the Mortgage Loans.
<PAGE>
IN WITNESS WHEREOF, the Depositor, the Servicers and the Trustee
have caused this Agreement to be duly executed by their respective officers
thereunto duly authorized to be hereunto affixed, all as of the day and year
first above written.
BANK OF AMERICA MORTGAGE SECURITIES, INC.,
as Depositor
By:_________________________________________
Name: Sharon Joseph
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 1999-4
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 1999-4
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: $126,000,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 CT 7
This certifies that _____________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the 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
Trustee referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually countersigned by
an authorized signatory of the Trustee.
* * *
<PAGE>
EXHIBIT A-2
[FORM OF FACE OF CLASS A-2 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-4
Class A-2
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
<PAGE>
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-4
Class A-2
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: April 1, 1999
First Distribution Date: May 25, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $196,447,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 CU 4
This certifies that ________________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the 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
Trustee referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually countersigned by
an authorized signatory of the Trustee.
* * *
<PAGE>
EXHIBIT A-3
[FORM OF FACE OF CLASS A-3 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-4
Class A-3
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
<PAGE>
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-4
Class A-3
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: April 1, 1999
First Distribution Date: May 25, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $12,818,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 CV 2
This certifies that ______________________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the 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
Trustee referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually countersigned by
an authorized signatory of the Trustee.
* * *
<PAGE>
EXHIBIT A-4
[FORM OF FACE OF CLASS A-4 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-4
Class A-4
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
<PAGE>
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-4
Class A-4
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: April 1, 1999
First Distribution Date: May 25, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $12,818,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 CW 0
This certifies that ________________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the 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
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 96.00069%, 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 21, 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 4.03541667%; (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 7.06%; 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 0.02177016%.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually countersigned by
an authorized signatory of the Trustee.
* * *
<PAGE>
EXHIBIT A-5
[FORM OF FACE OF CLASS A-5 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-4
Class A-5
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
<PAGE>
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-4
Class A-5
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: April 1, 1999
First Distribution Date: May 25, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $5,000,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 CX 8
This certifies that _______________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the 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
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-6
[FORM OF FACE OF CLASS A-6 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-4
Class A-6
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
<PAGE>
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-4
Class A-6
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: April 1, 1999
First Distribution Date: May 25, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $19,715,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 CY 6
This certifies that _______________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the 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
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 93.71554%, 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 21, 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 6.32057287%; (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 7.13%; 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 0.01390124%.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually countersigned by
an authorized signatory of the Trustee.
* * *
<PAGE>
EXHIBIT A-7
[FORM OF FACE OF CLASS A-7 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-4
Class A-7
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
<PAGE>
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-4
Class A-7
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: April 1, 1999
First Distribution Date: May 25, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $45,000,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 CZ 3
This certifies that _______________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the 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
Trustee referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually countersigned by
an authorized signatory of the Trustee.
* * *
<PAGE>
EXHIBIT A-8
[FORM OF FACE OF CLASS A-8 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-4
Class A-8
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
<PAGE>
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-4
Class A-8
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: April 1, 1999
First Distribution Date: May 25, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $10,000,000.00
Pass-Through Rate: 6.250%
CUSIP No.: 060506 DA 7
This certifies that ______________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the 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
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 95.17014%, 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 21, 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 4.86458333%; (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 6.93%; 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 0.02641046%.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually countersigned by
an authorized signatory of the Trustee.
* * *
<PAGE>
EXHIBIT A-9
[FORM OF FACE OF CLASS A-9 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-4
Class A-9
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
<PAGE>
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-4
Class A-9
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: April 1, 1999
First Distribution Date: May 25, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $2,571,000.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 DB 5
This certifies that _____________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the 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
Trustee referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually countersigned by
an authorized signatory of the Trustee.
* * *
<PAGE>
EXHIBIT A-10
[FORM OF FACE OF CLASS A-10 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-4
Class A-10
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
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 1999-4
Class A-10
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: April 1, 1999
First Distribution Date: May 25, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $2,350,000.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 DC 3
This certifies that ______________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the 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
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-11
[FORM OF FACE OF CLASS A-11 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-4
Class A-11
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
<PAGE>
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-4
Class A-11
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: April 1, 1999
First Distribution Date: May 25, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,295,000.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 DD 1
This certifies that ____________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the 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
Trustee referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually countersigned by
an authorized signatory of the Trustee.
* * *
<PAGE>
EXHIBIT A-12
[FORM OF FACE OF CLASS A-12 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-4
Class A-12
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
<PAGE>
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-4
Class A-12
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: April 1, 1999
First Distribution Date: May 25, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,377,000.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 DE 9
This certifies that _________________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the 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
Trustee referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually countersigned by
an authorized signatory of the Trustee.
* * *
<PAGE>
EXHIBIT A-13
[FORM OF FACE OF CLASS A-13 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-4
Class A-13
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
<PAGE>
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-4
Class A-13
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: April 1, 1999
First Distribution Date: May 25, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $2,407,000.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 DF 6
This certifies that _________________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the 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
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 1999-4
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 1999-4
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: $572,182.00
CUSIP No.: 060506 DG 4
This certifies that ______________________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the 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
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
65.00000% and a stated redemption price at maturity equal to its initial
principal balance, and is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated April 21, 1999 with respect to the
offering of the Class A Certificates and the Class B-1, Class B-2 and Class B-3
Certificates) used to price this Certificate: (i) the amount of OID as a
percentage of the initial principal balance of this Certificate is approximately
35.00000000%; (ii) the annual yield to maturity of this Certificate, compounded
monthly, is approximately 8.12%; 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 0.41039387%.
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 1999-4
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 1999-4
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
Balances of this Class: $100.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 DH 2
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 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 the Class A-R Certificate in violation of such
restrictions, then the Trustee, based on information provided to the Trustee by
the Servicers, will provide to the Internal Revenue Service, and to the Persons
specified in Section 860E(e)(3) and (6) of the Code, information needed to
compute the tax imposed under Section 860E(e) of the Code on transfers of
residual interests to disqualified organizations.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually countersigned by
an authorized signatory of the Trustee.
* * *
<PAGE>
EXHIBIT B-1
[FORM OF FACE OF CLASS B-1 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-4
Class B-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS
THAN THE AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICERS, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT RESULT IN THE ASSETS OF
THE TRUST BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA, THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT
THE DEPOSITOR, THE SERVICERS OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
TRUSTEE. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR
PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND
VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
<PAGE>
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-4
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: $9,676,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 DJ 8
This certifies that _________________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the 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
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 1999-4
Class B-2
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS
THAN THE AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A AND CLASS
B-1 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICERS, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT RESULT IN THE ASSETS OF
THE TRUST BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA, THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT
THE DEPOSITOR, THE SERVICERS OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
TRUSTEE. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR
PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND
VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
<PAGE>
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-4
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
Balances of this Class: $3,376,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 DK 5
This certifies that _________________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the 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
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 96.84444%, 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 21, 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 3.19166667%; (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 6.94%; 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 0.01719709%.
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 1999-4
Class B-3
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS
THAN THE AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS B-1
AND CLASS B-2 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICERS, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT RESULT IN THE ASSETS OF
THE TRUST BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA, THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT
THE DEPOSITOR, THE SERVICERS OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
TRUSTEE. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR
PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND
VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
<PAGE>
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-4
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
Balances of this Class: $1,576,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 DL 3
This certifies that _________________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the 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
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 89.71944%, 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 21, 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 10.31666667%; (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 8.01%; 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 0.05299842%.
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 1999-4
Class B-4
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS
THAN THE AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS B-1,
CLASS B-2 AND CLASS B-3 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICERS, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT RESULT IN THE ASSETS OF
THE TRUST BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA, THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT
THE DEPOSITOR, THE SERVICERS OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
TRUSTEE. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR
PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND
VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
<PAGE>
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-4
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
Balances of this Class: $1,576,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 DM 1
This certifies that _________________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the 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 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 73.34444%, 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 21, 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 26.69166667%; (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 10.99%; 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 0.12114652%.
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 1999-4
Class B-5
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS
THAN THE AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS B-1,
CLASS B-2, CLASS B-3 AND CLASS B-4 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICERS, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT RESULT IN THE ASSETS OF
THE TRUST BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA, THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT
THE DEPOSITOR, THE SERVICERS OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
TRUSTEE. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR
PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND
VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
<PAGE>
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-4
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
Balances of this Class: $901,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 DN 9
This certifies that _________________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the 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
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 58.03194%, 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 21, 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 42.00416667%; (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 14.83%; 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 0.16339171%.
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 1999-4
Class B-6
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS
THAN THE AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS B-1,
CLASS B-2, CLASS B-3, CLASS B-4 AND CLASS B-5 CERTIFICATES AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICERS, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT RESULT IN THE ASSETS OF
THE TRUST BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA, THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT
THE DEPOSITOR, THE SERVICERS OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
TRUSTEE. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR
PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND
VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
<PAGE>
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-4
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
Balances of this Class: $900,517.50
Pass-Through Rate: 6.500%
CUSIP No.: 060506 DP 4
This certifies that _________________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the 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
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 23.46944%, 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 21, 1999 with
respect to the offering of the Class A Certificates and the Class B-1, Class B-2
and Class B-3 Certificates) used to price this Certificate: (i) the amount of
OID as a percentage of the initial principal balance of this Certificate is
approximately 76.56666667%; (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 35.70%; 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 0.14553001%.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually countersigned by
an authorized signatory of the Trustee.
* * *
<PAGE>
EXHIBIT C
[FORM OF REVERSE OF ALL CERTIFICATES]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates
This Certificate is one of a duly authorized issue of Certificates
designated as Bank of America Mortgage Securities, Inc. Mortgage Pass-Through
Certificates, of the Series specified on the face hereof (collectively, the
"Certificates"), and representing a beneficial ownership interest in the Trust
created by the Pooling and Servicing Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that
it will look solely to the funds on deposit in the Certificate Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Pooling and Servicing
Agreement or, except as expressly provided in the Pooling and Servicing
Agreement, subject to any liability under the Pooling and Servicing Agreement.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to the Pooling and Servicing Agreement for the
interests, rights and limitations of rights, benefits, obligations and duties
evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Pooling and Servicing Agreement, a
distribution will be made on the 25th day of each calendar month (or, if such
day is not a Business Day, the next Business Day) (each, a "Distribution Date"),
commencing on the first Distribution Date specified on the face hereof, to the
Person in whose name this Certificate is registered at the close of business on
the applicable Record Date in an amount required pursuant to the Pooling and
Servicing Agreement. The Record Date applicable to each Distribution Date is the
last Business Day of the month next preceding the month of such Distribution
Date.
On each Distribution Date, the Trustee shall distribute out of the
Certificate Account to each Certificateholder of record on the related Record
Date (other than respecting the final distribution) (a) by check mailed to such
Certificateholder entitled to receive a distribution on such Distribution Date
at the address appearing in the Certificate Register, or (b) upon written
request by the Holder of a Regular Certificate (in the event such
Certificateholder owns of record 100% of a Class of Certificates or holds
Certificates of any Class having denominations aggregating $1,000,000 or more),
by wire transfer or by such other means of payment as such Certificateholder and
the Trustee shall agree upon, such Certificateholder's Percentage Interest in,
the amount to which the related Class of Certificates is entitled in accordance
with the priorities set forth in Section 5.02 of the Pooling and Servicing
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentation and surrender of such Certificate to the
Trustee as contemplated by Section 10.01 of the Pooling and Servicing Agreement.
The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Trustee and the rights of the Certificateholders under the
Pooling and Servicing Agreement at any time by the Depositor, the Servicers and
the Trustee with the consent of the Holders of Certificates affected by such
amendment evidencing the requisite Percentage Interest, as provided in the
Pooling and Servicing Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Pooling and Servicing Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register of the Trustee upon surrender of this Certificate
for registration of transfer at the Corporate Trust Office accompanied by a
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations and evidencing the same aggregate
Percentage Interest in the Trust will be issued to the designated transferee or
transferees.
The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Pooling and Servicing Agreement. As
provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations and evidencing the
same aggregate Percentage Interest, as requested by the Holder surrendering the
same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Depositor, the Servicers, the Certificate Registrar and the Trustee and
any agent of the Depositor, the Servicers, the Certificate Registrar or the
Trustee may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and none of the Depositor, the Servicers, the
Certificate Registrar, the Trustee or any such agent shall be affected by any
notice to the contrary.
On any Distribution Date on which the Pool Stated Principal Balance is less
than 10% of the Cut-Off Date Pool Principal Balance, the Depositor will have the
option to repurchase, in whole, from the Trust all remaining Mortgage Loans and
all property acquired in respect of the Mortgage Loans at a purchase price
determined as provided in the Pooling and Servicing Agreement. In the event that
no such optional termination occurs, the obligations and responsibilities
created by the Pooling and Servicing Agreement will terminate upon the later of
the maturity or other liquidation (or any advance with respect thereto) of the
last Mortgage Loan remaining in the Trust or the disposition of all property in
respect thereof and the distribution to Certificateholders of all amounts
required to be distributed pursuant to the Pooling and Servicing Agreement. In
no event shall the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late ambassador of the United States to
the Court of St. James, living on the date thereof.
Any term used herein that is defined in the Pooling and Servicing Agreement
shall have the meaning assigned in the Pooling and Servicing Agreement, and
nothing herein shall be deemed inconsistent with that meaning.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: ________ ___, ___
THE BANK OF NEW YORK,
as Trustee
By ______________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class [__] Certificates referred to in the Pooling and
Servicing Agreement referenced herein.
THE BANK OF NEW YORK,
as Trustee
By ______________________________________
Authorized Signatory
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address
including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.
I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
Dated:
_________________________________________
Signature by or on behalf of assignor
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________ for the
account of ___________________, account number _________________________, or, if
mailed by check, to Applicable statements should be mailed to ________________
This information is provided by , the assignee named above, or , as its
agent.
<PAGE>
EXHIBIT D-1
BA MORTGAGE LOAN SCHEDULE
<TABLE>
BA, FSB - 30Yr Fixed Bank of America Mortgage Securities Inc., Series 1999-4
<CAPTION>
LOAN# ADDRESS CITY ST ZIP OCC PROP TERM LTV RATE
----- ------- ---- -- --- --- ---- ---- --- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
20483624 11726 N 120TH ST SCOTTSDALE AZ 85259 Primary PUD 312 8.000 79.4
21822328 7759 SADLER ROAD TANGERINE FL 32777 Primary SFR 338 7.875 50.0
5000001767 4626 W ARM ROAD SPRING PARK MN 55384 Primary SFR 360 7.000 60.3
5000002088 1840 WATERFORD CT HIGHLAND PA IL 60035 Primary SFR 360 7.000 59.5
5000002450 21 W 276 CRESCENT BLVD GLEN ELLYN IL 60137 Primary SFR 360 6.500 69.9
5000004779 607 W MAPLE HINSDALE IL 60521 Primary SFR 360 7.750 51.3
5000011220 3 ROLLING WOOD LANE EAST HAMPTON NY 11937 Primary SFR 360 7.375 80.0
5000012640 78 HORSE TAVERN RD TRUMBULL CT 6611 Primary SFR 360 7.375 85.0
5000013648 1716 E 26TH ST BROOKLYN NY 11229 Primary SFR 360 7.125 80.0
5000015106 7 HEARTHRIDGE DR CANTON MA 2021 Primary SFR 360 7.375 79.8
5000015213 93 MEADOWCREST DR FAIRFIELD CT 6432 Primary SFR 360 6.875 71.6
5000022177 15 HOPE ST BRISTOL RI 2809 Primary SFR 360 7.000 68.3
5000022318 28 FRANCE ST NORWALK CT 6851 Primary SFR 360 7.500 79.4
5000022870 21 RUST WAY COHASSET MA 2025 Primary SFR 360 7.500 80.0
5000022961 26 BROMLEY CT NORTH KINGS RI 2852 Primary SFR 360 6.875 78.0
5000023514 63 CARTER DR FRAMINGHAM MA 1701 Primary SFR 360 7.000 72.3
5000023548 40 FULLER BROOK AVE NEEDHAM MA 2192 Primary SFR 360 7.250 75.7
5000024512 1 OLD CART PATH ACTON MA 1720 Primary Condo 360 7.375 80.0
5000024702 18 PRESIDENTIAL DR SOUTHBORO MA 1772 Primary SFR 360 7.375 46.6
5000025592 3085 HIGHLAND LAKES RD BIRMINGHAM AL 35242 Primary PUD 360 6.875 90.0
5000027812 1163 NC HIGHWAY 62 WEST HIGH POINT NC 27263 Primary SFR 360 6.750 78.5
5000027861 4018 HIGHWOOD COURT NW WASHINGTON DC 20007 Primary PUD 360 7.125 80.0
5000028000 8904 CARNOUSTIE WAY RALEIGH NC 27613 Primary SFR 360 7.250 80.0
5000028844 1714A E MAIN ST UNIT A SUNSET BEAC NC 28468 Secondary Condo 360 6.750 61.8
5000029685 3047 HIGHLAND LAKES RD BIRMINGHAM AL 35242 Primary PUD 360 7.125 95.0
5000030501 5580 COMMONS LANE ALPHARETTA GA 30005 Primary PUD 360 7.000 63.5
5000030618 5331 NEVADA AVENUE NW WASHINGTON DC 20015 Primary SFR 360 6.625 80.0
5000031574 4610 DE RUSSEY PARKWAY CHEVY CHASE MD 20815 Primary SFR 360 7.250 73.8
5000034578 716 SPRING MILLS ROAD WESTMINSTER MD 21157 Primary SFR 360 7.500 95.0
5000036177 917 WOODS LANE GROSSE POIN MI 48236 Primary SFR 360 7.375 74.9
5000036185 1610 FLATROCK RD MARBERTH PA 19072 Primary SFR 360 7.625 86.9
5000036748 51350 N TERRITORIAL PLYMOUTH MI 48170 Primary SFR 360 7.125 64.1
5000036771 5311 FORESTWAY BLOOMFIELD MI 48302 Primary SFR 360 7.125 90.0
5000036813 847 SENECA RD FRANKLIN LA NJ 7417 Primary SFR 360 7.125 73.1
5000038371 1 ITHAN WOODS LANE RADNOR PA 19087 Primary SFR 360 6.500 80.0
5000038397 3425 LONE PINE RD WEST BLOOMF MI 48322 Primary SFR 360 7.250 80.0
5000038405 14400 LARCHMERE BLVD SHAKER HEIG OH 44120 Primary SFR 360 7.500 79.4
5000039098 10 BASSWOOD DR DENVILLE NJ 7834 Primary SFR 360 7.375 80.0
5000039593 9057 CENTER RD TRAVERSE CI MI 49686 Secondary SFR 360 7.500 80.0
5000040385 3427 CROOKS ROCHESTER H MI 48309 Primary SFR 360 7.250 71.5
5000040856 523 TIMBER LANE TREDYFFRIN PA 19333 Primary SFR 360 7.125 75.6
5000040914 1085 COLLINS CT OAKLAND TWP MI 48363 Primary SFR 360 7.000 54.2
5000041250 1628 THISTLEWOOD DR WASHINGTON PA 18977 Primary SFR 360 7.000 79.5
5000041409 28 DIMISA DR HOLMDEL NJ 7733 Primary SFR 360 7.000 75.4
5000041649 5890 CHRISTINA WEST BLOOMF MI 48324 Primary SFR 360 7.250 74.3
5000047984 8219 S PECAN GROVE CIRCLE TEMPE AZ 85284 Primary PUD 360 7.250 80.0
5000075100 24 HILLSIDE AVE BEDFORD MA 1730 Primary SFR 360 7.375 68.3
5000075621 21 COBBLER LANE SHARON MA 2067 Primary SFR 360 7.125 68.5
5000087709 13150 SW IRON MOUNTAIN BL PORTLAND OR 97219 Primary SFR 360 7.250 67.7
5000092790 6691 DORENE PL SAN JOSE CA 95120 Primary SFR 360 6.875 80.0
5000092949 155 BIRCHBARK PL DANVILLE CA 94506 Primary PUD 360 7.375 79.7
5000093772 1755 BOWERS AVE SANTA CLARA CA 95051 Primary SFR 360 7.250 80.0
5000093905 533 POINT SAN PEDRO ROAD SAN RAFAEL CA 94901 Primary PUD 360 7.125 58.6
5000094200 1070 SUNRISE RIDGE DR LAFAYETTE CA 94549 Primary SFR 360 7.125 80.0
5000095389 326 24TH AVE SAN MATEO CA 94403 Primary SFR 360 7.625 79.9
5000095876 300 ZAGORA DR DANVILLE CA 94506 Primary PUD 360 7.125 78.7
5000096619 381 FORBES AVE SAN RAFAEL CA 94901 Primary SFR 360 7.375 69.7
5000096650 2133 LYON AVE BELMONT CA 94002 Primary SFR 360 7.375 75.0
5000096833 967 CHERRY AVE SAN JOSE CA 95126 Primary SFR 360 6.875 68.6
5000097187 48889 CROWN RIDGE COMMON FREMONT CA 94539 Primary PUD 360 7.000 75.0
5000097302 18406 LLAGAS CREEK DR MORGAN HILL CA 95037 Primary SFR 360 6.875 68.8
5000100023 3361 MARSH HAWK CT PLEASANTON CA 94588 Primary PUD 360 7.375 80.0
5000100668 1938 30TH AVE SAN FRANCIS CA 94116 Primary SFR 360 7.375 79.7
5000101120 125 VILLA TERRACE SAN FRANCIS CA 94114 Primary SFR 360 7.250 76.0
5000101781 2453 ROMANO CIRCLE PLEASANTON CA 94566 Primary PUD 360 7.375 69.7
5000101955 989 WEST CALIFORNIA AVE MILL VALLEY CA 94941 Primary SFR 360 7.375 66.2
5000138494 5 HOWARD RD GLOUCESTER MA 1930 Primary SFR 360 7.875 75.0
5000138502 8 KERRY LANE EXT NO EASTON MA 2356 Primary SFR 360 7.250 75.8
5000138890 70 HAMPSHIRE RD WELLESLEY MA 2481 Primary SFR 360 7.250 73.2
5000139013 4 HIGH ROCK TERR CHESTNUT HI MA 2167 Primary SFR 360 6.875 38.2
5000139526 318 STEARNS RD MARLBORO MA 1752 Primary SFR 360 7.500 90.0
5000141290 3051 E MARLETTE AVE PHOENIX AZ 85016 Primary PUD 360 7.125 80.0
5000141373 7 PAINTBRUSH CT SANTA FE NM 87501 Primary PUD 360 6.875 59.9
5000180322 1342 CLAUDIA AVE SAN MATEO CA 94403 Primary SFR 360 7.375 90.0
5000180736 7 LA ENCINAL ORINDA CA 94563 Primary SFR 360 7.250 70.0
5000182575 1574 GARDEN GLEN WAY SAN JOSE CA 95125 Primary SFR 360 7.125 69.3
5000182591 5248 ROXANNE DR SAN JOSE CA 95124 Primary SFR 360 7.125 80.0
5000183029 1719 SAN LORENZO AVE BERKELEY CA 94707 Primary SFR 360 7.125 80.0
5000184597 445 COLLEGE AVE 1101 PALO ALTO CA 94306 Primary Condo 360 6.875 80.0
5000188374 405 CALLE GRANADA SANTA BARBA CA 93105 Primary SFR 360 6.875 50.7
5000196468 6502 HILLMEAD ROAD BETHESDA MD 20817 Primary SFR 360 7.000 69.0
5000197110 2 MAPLEWOOD CIRCLE NEWARK DE 19711 Primary SFR 360 7.250 79.5
5000215813 4622 WYNMEADE PARK MARIETTA GA 30067 Primary PUD 360 6.750 74.7
5000227941 2521 & 2521 1/2 ABBOT KIN LOS ANGELES CA 90291 Primary 2-Family 360 7.375 90.0
5000228162 1017 N CHEYENNE ST ORANGE CA 92869 Primary PUD 360 7.125 80.0
5000250893 14 BURNING TREE ROAD NEWPORT BEA CA 92660 Primary PUD 360 6.875 53.5
5000252915 1926 SW CLIFTON PORTLAND OR 97201 Primary SFR 360 6.875 73.7
5000256692 221 SANDRINGHAM ROAD PIEDMONT CA 94611 Primary SFR 360 7.000 39.3
5000258789 59 ST TERESA CT DANVILLE CA 94526 Primary PUD 360 7.375 57.0
5000259100 1172 MILLER AVE BERKELEY CA 94708 Primary SFR 360 7.250 69.3
5000259498 13250 CAMPUS DR OAKLAND CA 94619 Primary SFR 360 7.375 80.0
5000259530 1267 HEARST DR PLEASANTON CA 94566 Primary PUD 360 7.375 50.3
5000262195 11500 ALLEN TUSTIN CA 92782 Primary PUD 360 6.750 90.0
5000262773 10260 CALVERT DR CUPERTINO CA 95014 Primary SFR 360 7.000 74.8
5000263367 20925 PEPPER TREE LANE CUPERTINO CA 95014 Primary SFR 360 7.375 48.8
5000265206 2409 ENSENADA WAY SAN MATEO CA 94403 Primary SFR 360 7.375 73.6
5000269380 822 MEDITERRANEAN LANE REDWOOD CIT CA 94065 Primary Condo 360 6.875 79.9
5000270529 7010 GOBERNADOR CANYON RD CARPINTERIA CA 93013 Primary SFR 360 7.250 37.7
5000272509 1447 DESCANSO DR LA CANADA-F CA 91011 Primary SFR 360 7.250 80.0
5000273689 25 HARTFORD ST SAN FRANCIS CA 94114 Primary SFR 360 7.000 80.0
5000276369 7782 PINEVILLE CIRCLE CASTRO VALL CA 94552 Primary PUD 360 6.875 73.8
5000284082 1060 FALLING LEAF CIRCLE ANAHEIM CA 92807 Primary PUD 360 7.125 90.0
5000287523 19 AURORA DR ROLLING HIL CA 90274 Primary SFR 360 7.125 67.5
5000287903 3600 SEABREEZE LANE CORONA DEL CA 92625 Primary PUD 360 6.750 52.1
5000287978 5416 BLACKHAWK DR DANVILLE CA 94506 Primary PUD 360 6.875 31.3
5000288158 1710 VIRGINIA AVE REDWOOD CIT CA 94061 Primary SFR 360 7.000 79.8
5000288422 2819 WOOLSEY ST BERKELEY CA 94705 Primary SFR 360 7.000 52.5
5000288521 14922 OCEAN VIEW DR BROOKINGS OR 97415 Primary SFR 360 7.250 52.7
5000289255 9325 N SAINT MARTIN DR FRESNO CA 93720 Primary SFR 360 6.750 90.0
5000289305 1305 W BAY AVE NEWPORT BEA CA 92660 Secondary SFR 360 7.125 48.0
5000289420 11494 DAYKIN DRIVE SAINT LOUIS MO 63146 Primary SFR 360 7.125 87.9
5000289776 570 FAIRHILLS DR SAN RAFAEL CA 94901 Primary SFR 360 7.000 72.6
5000290600 161 MARK TWAIN AVE SAN RAFAEL CA 94903 Primary SFR 360 7.125 67.5
5000290733 4585 COURTYARD TRAIL PLANO TX 75024 Primary SFR 360 6.375 80.0
5000297217 2615 DEERING BAY DRIVE NAPERVILLE IL 60564 Primary PUD 360 6.625 80.0
5000297639 3222 W LAKE SAMMAMISH PK BELLEVUE WA 98008 Primary SFR 360 6.875 80.0
5000297746 6120 93RD AVENUE SE MERCER ISLA WA 98040 Primary SFR 360 6.750 60.4
5000299908 455 MELROSE AVE SAN FRANCIS CA 94127 Primary SFR 360 7.125 86.6
5000310762 263 CALLE DE MADRID TORRANCE CA 90277 Primary SFR 360 7.000 80.0
5000311307 1736 MANDEVILLE LANE LOS ANGELES CA 90049 Primary SFR 360 7.375 29.7
5000311687 4712 AMBRUZZI DR CYPRESS CA 90630 Primary SFR 360 7.125 75.0
5000311968 16322 WALRUS LANE HUNTINGTON CA 92649 Primary PUD 360 7.000 50.8
5000312024 16601 CALNEVA DR LOS ANGELES CA 91436 Primary SFR 360 7.375 80.0
5000337575 5 PATRIOT DR TWP OF WASH NJ 8691 Primary SFR 360 7.125 84.9
5000347665 3361 MCLAUGHLIN AVE LOS ANGELES CA 90066 Primary SFR 360 7.250 65.1
5000348077 2201 THORLEY PL PALOS VERDE CA 90274 Primary SFR 360 7.000 64.9
5000348242 2456 PESQUERA DR LOS ANGELES CA 90049 Primary SFR 360 7.000 57.0
5000348341 24292 ANDREA ST LAGUNA HILL CA 92656 Primary PUD 360 7.000 80.0
5000348887 6343 WEST VIEW DR ORANGE CA 92869 Primary PUD 360 7.375 89.9
5000348937 2956 HADDINGTON DR LOS ANGELES CA 90064 Primary SFR 360 7.000 66.5
5000356534 282 ATLANTIC AVENUE NORTH HAMPT NH 3862 Primary SFR 360 7.125 80.0
5000358217 119 GOODMANS HILL ROAD SUDBURY MA 1776 Primary SFR 360 7.500 85.0
5000360072 15 HANCOCK AVE NEWTON MA 2459 Primary SFR 360 6.500 80.0
5000361229 77 CLEVELAND ROAD BROOKLINE MA 2167 Primary SFR 360 7.500 63.2
5000361666 1898 BEACON ST UNIT #5 BROOKLINE MA 2446 Primary Condo 360 7.250 90.0
5000365287 80 IMPERIAL DR GLASTONBURY CT 6033 Primary SFR 360 6.500 74.3
5000367820 67 BELLEVUE AVE RUMSON NJ 7760 Primary SFR 360 7.000 80.0
5000368489 11 BRADFORD TERRACE BOONTON NJ 7005 Primary Condo 360 7.500 80.0
5000400332 125 LAIDLEY ST SAN FRANCIS CA 94131 Primary SFR 360 7.250 75.0
5000400738 445 UPPER TERRACE #2 SAN FRANCIS CA 94117 Primary Condo 360 7.125 80.0
5000400951 601 4TH ST #323 SAN FRANCIS CA 94107 Secondary Condo 360 7.125 64.9
5000400977 274 S SHORELINE BLVD MOUNTAIN VI CA 94041 Primary SFR 360 7.250 75.0
5000401140 805 CRYSTAL SPRINGS RD HILLSBOROUG CA 94010 Primary SFR 360 7.000 64.1
5000401199 4277 23RD ST SAN FRANCIS CA 94114 Primary SFR 360 7.250 62.6
5000401256 744 SEMINOLE WAY PALO ALTO CA 94303 Primary SFR 360 7.125 51.3
5000401744 803 PHOENIX CT FREMONT CA 94539 Primary SFR 360 7.125 67.0
5000401934 17 FOOTHILL LANE PLEASANTON CA 94588 Primary SFR 360 7.125 58.3
5000401967 10218 TONI CT CUPERTINO CA 95014 Primary SFR 360 7.000 79.1
5000402163 1 WEST EDITH AVE #C122 LOS ALTOS CA 94022 Primary Condo 360 7.375 70.0
5000402569 376 PACHECO AVE SAN FRANCIS CA 94116 Primary SFR 360 7.000 55.6
5000402809 611 CORONADO AVE STANFORD CA 94305 Primary SFR 360 6.875 53.9
5000403047 330 OLD SPANISH TRAIL PORTOLA VAL CA 94028 Primary SFR 360 7.125 37.0
5000403112 200 SCENIC WAY PACIFICA CA 94044 Primary SFR 360 7.000 74.8
5000403682 4778 MANGROVE DR DUBLIN CA 94568 Primary SFR 360 7.375 69.7
5000404151 56 SHADY LANE ROSS CA 94957 Primary SFR 360 6.875 26.5
5000404243 883 43RD AVE SAN FRANCIS CA 94121 Primary SFR 360 6.875 58.3
5000404417 420 FULL MOON WAY DANVILLE CA 94506 Primary PUD 360 6.875 54.2
5000405752 1810 MARIN AVE BERKELEY CA 94707 Primary SFR 360 6.875 80.0
5000406388 749 27TH AVE SAN FRANCIS CA 94121 Primary SFR 360 7.000 80.0
5000407196 850-A BRUNSWICK ST SAN FRANCIS CA 94112 Primary SFR 360 7.000 80.0
5000407543 2340 HASTINGS DR BELMONT CA 94002 Primary SFR 360 6.875 80.0
5000407907 522 GLENBRIAR CIRCLE TRACY CA 95376 Primary SFR 360 7.000 90.0
5000407956 1653 CORNELL DR MOUNTAIN VI CA 94040 Primary SFR 360 7.125 70.2
5000407972 625 WOODSIDE WAY SAN MATEO CA 94401 Primary 2-Family 360 7.250 77.9
5000407980 1260 CAMPUS DR BERKELEY CA 94708 Primary SFR 360 7.000 67.3
5000408863 16764 FRANK AVE LOS GATOS CA 95032 Primary SFR 360 7.250 51.4
5000408913 396 GREENDALE WAY REDWOOD CIT CA 94062 Primary SFR 360 7.000 49.1
5000408939 1670 FAIRWOOD AVE SAN JOSE CA 95125 Primary SFR 360 6.875 70.0
5000408962 2792 SPOTORNO CT PLEASANTON CA 94566 Primary PUD 360 7.375 68.8
5000409069 10817 LINDA VISTA DR CUPERTINO CA 95014 Primary SFR 360 7.000 64.9
5000409119 20620 BROOKWOOD LANE SARATOGA CA 95070 Primary SFR 360 7.125 38.6
5000409168 773 WINTERSIDE CIRCLE SAN RAMON CA 94583 Primary PUD 360 7.250 80.0
5000409176 2418 ROYAL OAKS DR ALAMO CA 94507 Primary SFR 360 7.000 80.0
5000409390 160 UPLAND RD KENTFIELD CA 94904 Primary SFR 360 7.000 63.2
5000409499 3763 MIDDLEFIELD RD PALO ALTO CA 94303 Primary SFR 360 7.125 64.0
5000409507 3511 COWPER ST PALO ALTO CA 94306 Primary SFR 360 7.250 68.3
5000409564 2505 BANTRY LANE SO. SAN FRA CA 94080 Primary SFR 360 7.250 70.9
5000409739 5799 CHAMBERTIN DR SAN JOSE CA 95118 Primary PUD 360 7.375 75.0
5000410679 652 MARINE AVE MANHATTAN B CA 90266 Primary SFR 360 7.000 80.0
5000410976 3005 BRILLANTE SAN CLEMENT CA 92673 Primary PUD 360 7.000 80.0
5000411545 1509 BEREA CIRCLE THOUSAND OA CA 91362 Primary SFR 360 6.875 70.9
5000411602 2609 VIA CARRILLO PALOS VERDE CA 90274 Primary SFR 360 7.125 65.8
5000411974 983 GOLDENROD LANE SAN LUIS OB CA 93401 Primary PUD 360 7.750 80.0
5000412154 1 CALLE GAZAPO RANCHO SANT CA 92688 Primary PUD 360 6.875 64.4
5000412188 22755 BRANDYWINE DR CALABASAS CA 91302 Primary SFR 360 7.500 65.5
5000412303 4036 WOODMAN CANYON LOS ANGELES CA 91423 Primary SFR 360 7.625 73.8
5000412394 5406 VIA DEL VALLE TORRANCE CA 90505 Primary SFR 360 6.875 75.0
5000413566 1812 LEE AVE ARCADIA CA 91006 Primary SFR 360 7.500 69.8
5000414259 659 BURTIS ST SANTA BARBA CA 93111 Primary SFR 360 7.250 89.5
5000414705 21739 AMBAR DR CALABASAS A CA 91364 Primary SFR 360 7.250 58.3
5000414713 1859 BOA VISTA CIRCLE COSTA MESA CA 92626 Primary SFR 360 7.250 69.3
5000414820 3655 ROYAL MEADOW RD LOS ANGELES CA 91403 Primary SFR 360 6.875 67.6
5000414960 233 AMHERST RD COSTA MESA CA 92626 Primary SFR 360 7.000 80.0
5000415157 9864 YOAKUM DR LA(BEVERLY CA 90210 Primary SFR 360 7.125 69.1
5000415207 1382 STRATTFORD ST BREA CA 92821 Primary PUD 360 7.125 80.0
5000415280 5834 IRVING AVE LA CRESCENT CA 91214 Primary SFR 360 6.875 79.8
5000415348 460 VENADO DR SANTA BARBA CA 93111 Primary SFR 360 7.125 74.3
5000417054 1330 TUNNEL RD SANTA BARBA CA 93105 Primary SFR 360 7.125 64.5
5000417351 4 COACHMAN DOVE CANYON CA 92679 Primary PUD 360 7.250 74.2
5000417419 1155 SUMMIT RD SANTA BARBA CA 93108 Primary SFR 360 7.125 66.7
5000417880 4311 CORONET DR LOS ANGELES CA 91316 Primary SFR 360 7.250 72.3
5000417922 2377 ALAMO HEIGHTS DR DIAMOND BAR CA 91765 Primary PUD 360 7.250 78.8
5000418268 1312 CAMINO MANADERO SANTA BARBA CA 93111 Primary SFR 360 6.875 80.0
5000419837 2610 CALLE ONICE SAN CLEMENT CA 92673 Primary PUD 360 7.125 80.0
5000420223 4753 GABRIEL WAY LA MESA CA 91941 Primary SFR 360 6.875 68.5
5000420306 13510 LANDFAIR RD SAN DIEGO CA 92130 Primary PUD 360 7.125 66.4
5000420603 14280 HACIENDA LANE POWAY CA 92064 Primary SFR 360 7.500 66.4
5000420785 3131 DOVE ST SAN DIEGO CA 92103 Primary SFR 360 6.875 80.0
5000421122 4954 SUNRISE HILLS DR EL CAJON CA 92020 Primary SFR 360 6.875 80.0
5000421338 13605 KIBBINGS RD SAN DIEGO CA 92130 Primary PUD 360 7.000 80.0
5000421379 26812 BARKSTONE LANE LAGUNA HILL CA 92653 Primary PUD 360 7.000 71.5
5000421452 624 RIDGELINE PL SOLANA BEAC CA 92075 Primary SFR 360 7.000 69.6
5000421551 3855 VIA REPOSO RANCHO SANT CA 92067 Primary SFR 360 7.375 56.6
5000421700 12350 FAIRWAY POINTE ROW SAN DIEGO CA 92128 Primary PUD 360 7.000 54.9
5000422435 4585 DEL MONTE AVE SAN DIEGO CA 92107 Primary SFR 360 7.375 52.7
5000422534 111 TAMARACK AVE #B103 CARLSBAD CA 92008 Secondary Condo 360 7.000 80.0
5000423417 5030 HELIX TERRACE LA MESA CA 91941 Primary SFR 360 7.125 80.0
5000423615 515-B POPPY AVE NEWPORT BEA CA 92625 Primary Condo 360 7.125 80.0
5000425263 10510 VIACHA DR SAN DIEGO CA 92124 Primary SFR 360 7.000 73.7
5000438001 6430 PINGREE WAY YORBA LINDA CA 92887 Primary PUD 360 6.875 75.0
5000438043 21730 NE 86TH ST REDMOND WA 98053 Primary SFR 360 6.875 67.9
5000438209 20527 121ST AVE SE SNOHOMISH WA 98273 Primary SFR 360 7.000 70.7
5000438506 4146 CAFLUR AVE SAN DIEGO CA 92117 Primary SFR 360 7.250 80.0
5000438530 5269 MILTON ROAD CARLSBAD CA 92008 Primary PUD 360 6.875 80.0
5000438555 3907 VIA CANGREJO SAN DIEGO CA 92130 Primary PUD 360 6.875 79.9
5000438571 1003 CAMINO MIEL CHULA VISTA CA 91910 Primary SFR 360 7.000 95.0
5000438639 3913 VIA CANGREJO SAN DIEGO CA 92130 Primary PUD 360 6.875 80.0
5000438712 3928 VIA CANGREJO SAN DIEGO CA 92130 Primary PUD 360 6.875 80.0
5000438910 11705 PETENWELL ROAD SAN DIEGO CA 92131 Primary PUD 360 7.250 77.6
5000439298 6403 MERLIN DR CARLSBAD CA 92009 Primary PUD 360 6.875 63.2
5000439363 412 HI CREST DR AUBURN WA 98001 Primary SFR 360 6.875 77.8
5000439397 11769 TREADWELL DR POWAY CA 92064 Primary SFR 360 7.250 74.8
5000447713 7111 N DESERT FAIRWAYS LA PARADISE VA AZ 85253 Primary SFR 360 7.000 48.0
5000448117 11745 E CHARTER OAK SCOTTSDALE AZ 85259 Primary PUD 360 6.750 78.1
5000449552 6035 E 17TH AVE DENVER CO 80220 Primary SFR 360 7.000 74.4
5000449693 645 BOXCOVE PL DIAMOND BAR CA 91765 Primary SFR 360 7.000 80.0
5000449735 1502 WESTWOOD DR LAS VEGAS NV 89102 Primary SFR 360 7.000 71.7
5000451673 9 CALLE PRIVADO SEDONA AZ 86336 Primary PUD 360 7.000 39.7
5000455468 5727 S HAWTHORN RD SEATTLE WA 98118 Primary SFR 360 6.875 77.0
5000455518 3774 SW 171ST ST SEATTLE WA 98166 Primary SFR 360 7.000 57.3
5000455625 10855 NE BILL POINT HILL BAINBRIDGE WA 98110 Primary PUD 360 7.000 63.6
5000455658 5322 187TH AVE KP N VAUGHN WA 98394 Primary SFR 360 6.750 61.0
5000455666 1220 42ND AVE E SEATTLE WA 98112 Primary SFR 360 7.000 44.2
5000455674 25720 SE 27TH ST ISSAQUAH WA 98029 Primary PUD 360 7.000 67.4
5000455690 15009 28TH AVE SW SEATTLE WA 98166 Primary SFR 360 6.750 57.7
5000456060 5532 SW LANDER PL SEATTLE WA 98116 Primary SFR 360 6.375 80.0
5000456078 19401 EDGECLIFF DR SW SEATTLE WA 98166 Primary PUD 360 7.125 73.0
5000456219 16520 SE 59TH PL BELLEVUE WA 98006 Primary PUD 360 7.250 75.0
5000456417 1138 2ND ST MUKILTEO WA 98275 Primary SFR 360 6.875 78.5
5000456433 1943 NW MILFORD WAY SEATTLE WA 98177 Primary PUD 360 6.750 70.7
5000456573 6502 148TH AVE SE BELLEVUE WA 98006 Primary SFR 360 6.875 80.0
5000456581 705 30TH AVE S SEATTLE WA 98144 Primary SFR 360 6.750 80.0
5000456631 6551 30TH AVE NE SEATTLE WA 98115 Primary SFR 360 7.250 62.4
5000456698 16915 MAPLEWILD AVE SW BURIEN WA 98166 Primary SFR 360 7.500 73.2
5000456763 11086 HART LANE NE BAINBRIDGE WA 98110 Primary SFR 360 6.875 90.0
5000456870 4504 LAKE WASHINGTON BLVD KIRKLAND WA 98033 Primary SFR 360 6.875 75.0
5000457241 25321 232ND AVE SE MAPLE VALLE WA 98038 Primary PUD 360 6.875 80.0
5000458231 10579 NE MANOR LANE BAINBRIDGE WA 98110 Primary SFR 360 7.000 75.9
5000465095 15760 SW BULL MOUNTAIN RO TIGARD OR 97224 Primary SFR 360 6.875 49.8
5000465442 10344 S ALTAVILLA DR SANDY UT 84092 Primary SFR 360 7.250 45.1
5000466408 100 SE LITTLEPAGE ROAD CORBETT OR 97019 Secondary SFR 360 6.875 80.0
5000466937 38460 BUELAH REED RD MANZANITA OR 97130 Secondary SFR 360 7.125 80.0
5000467430 3941 SW 43RD AVE PORTLAND OR 97221 Primary SFR 360 7.125 95.0
5000467554 9246 N PAR CT PARK CITY UT 84098 Primary SFR 360 7.375 74.8
5000468701 1978 W 11600 SOUTH PAYSON UT 84651 Primary SFR 360 7.625 78.9
5000468792 627 E CHASE LANE CENTERVILLE UT 84014 Primary SFR 360 7.000 75.0
5000485747 1503 UALAKAA PL HONOLULU HI 96822 Primary SFR 360 6.875 75.0
5000485754 1027 KAINUI DR KAILUA HI 96734 Primary SFR 360 6.750 76.8
5000485945 1080 KALIKIMAKA ST HONOLULU HI 96817 Primary SFR 360 7.250 80.0
5000495688 748 E MAIN ST WACONIA MN 55387 Primary SFR 360 7.000 80.0
5000498609 1652 RALEIGH CT WHEATON IL 60187 Primary SFR 360 7.250 54.4
5000540095 50 HONEY HILL RD WILTON CT 6897 Primary SFR 360 7.875 46.7
5000541432 132 WOODLAND DR PLEASANTVIL NY 10570 Primary SFR 360 7.750 80.0
5000549112 1324 EAGLE VALLEY DR GREENWOOD IN 46143 Primary PUD 360 7.250 80.0
5000565274 555- 557 12TH AVE SAN FRANCIS CA 94118 Primary 2-Family 360 7.125 62.9
62674749 58 INDEPENDENCE DRIVE BERNARDS TO NJ 7920 Primary PUD 360 6.750 79.9
63238811 4334 BROMFIELD AVE SAN DIEGO CA 92122 Primary SFR 360 6.875 80.0
63376776 3017 TONY ATCHLEY DR LAS VEGAS NV 89134 Primary PUD 360 7.500 73.0
63609525 59 ROCKY HILL ROAD SOUTH BRUNS NJ 8540 Primary PUD 360 6.875 70.6
63611791 11 WINDEMERE CT HANOVER TWP NJ 7981 Primary SFR 360 7.125 80.0
64232387 17037 KINGS CT LAKEVILLE MN 55044 Primary PUD 360 7.250 67.6
64559688 1101 SURREY LANE YARDLEY PA 19067 Primary PUD 360 7.250 89.8
64599035 75 PROVIDENCE DR NORTHAMPTON PA 18954 Primary SFR 360 7.000 80.0
64599850 7026 REDCOAT DR TWP OF WHIT PA 19031 Primary PUD 360 6.750 77.0
64615464 48 FOREST RIDGE ROAD 46 NYACK NY 10960 Primary Condo 360 7.125 80.0
64806821 17634 KETTERING TRAIL LAKEVILLE MN 55044 Primary SFR 360 6.625 80.0
64838811 20000 SW CAPPOEN RD SHERWOOD OR 97140 Primary SFR 360 6.875 41.0
64911489 LOT 9 8 OLD POST RD NORTH EASTO MA 2356 Primary SFR 360 7.375 55.5
64918190 7 BERGEN DR CRANBURY NJ 8512 Primary PUD 360 7.125 69.2
64921786 27 GIBBS DR WAYNE NJ 7470 Primary SFR 360 7.000 74.7
64948579 4997 FLAGLER ROAD NORDLAND WA 98358 Secondary SFR 360 7.250 80.0
65024478 44 HASTINGS CT STATEN ISLA NY 10309 Primary PUD 360 7.125 63.1
65053052 27845 BEN NEVIS WAY YORBA LINDA CA 92887 Primary SFR 360 6.875 49.2
65194900 9402 N 87TH ST SCOTTSDALE AZ 85258 Primary PUD 360 6.750 66.7
65477103 11 EDGECLIFF PL THE WOODLAN TX 77382 Primary SFR 360 7.000 76.9
65480023 11525 ALLEN TUSTIN CA 92780 Primary PUD 360 6.875 79.6
65480121 11 HEARTWOOD WAY ALISO VIEJO CA 92656 Primary PUD 360 6.875 80.0
65554264 7472 THUNDERHAWK DR SCOTTSDALE AZ 85255 Primary PUD 360 6.625 90.0
65558049 164 E G ST BENICIA CA 94510 Primary SFR 360 6.875 87.3
65584678 1026 GUILDFORD CT ENCINITAS CA 92024 Primary SFR 360 7.000 67.6
65707478 6024 OLD ROLLING RD ALEXANDRIA VA 22310 Primary SFR 360 6.625 80.0
65721306 701 WILMETTE AVE WESTMONT IL 60559 Primary SFR 360 7.750 74.8
65797761 11 SUMMER VIEW DR MONROE CT 6468 Primary SFR 360 7.125 90.0
65801032 83 RIVERBANK DR STAMFORD CT 6903 Primary SFR 360 7.125 90.0
65805038 9624 HIGHLAND GORGE DR LOS ANGELES CA 90210 Primary SFR 360 7.750 80.0
65805984 1129 SUMMITRIDGE DR DIAMOND BAR CA 91765 Primary SFR 360 7.250 75.0
65808061 1249 24TH ST SANTA MONIC CA 90404 Primary SFR 360 7.000 75.0
65812743 4610 TOWNSEND AVE LOS ANGELES CA 90041 Primary SFR 360 7.250 79.2
65829786 97 STONEHILL DR ROCKY HILL CT 6067 Primary SFR 360 7.000 68.6
65880412 18535 STONEGATE LANE ROWLAND HEI CA 91748 Primary PUD 360 7.250 68.6
65895371 4817 SWEETGRASS LANE BONSALL CA 92003 Primary PUD 360 7.250 70.0
65936752 407 CAYUSE CT SUN VALLEY ID 83353 Primary PUD 360 7.375 71.1
65937406 3525 W HOWE ST SEATTLE WA 98199 Primary SFR 360 7.500 76.0
65976720 39780 N RATTLESNAKE ROAD QUEEN CREEK AZ 85242 Primary SFR 360 6.875 95.0
65989538 161 & 163 G AVE CORONADO CA 92118 Primary 2-Family 360 7.625 61.5
66006902 305 MAMMOTH ROAD PELHAM NH 3076 Primary SFR 360 6.500 67.6
66008808 13 PALMER RD BEVERLY MA 1915 Primary SFR 360 7.125 95.0
66020905 36 LOCKWOOD ROAD NEWTON MA 2465 Primary SFR 360 7.000 45.0
66022339 4 DONNA PASS HOPKINTON MA 1748 Primary SFR 360 6.750 79.5
66040094 130 ALLEN DR SAN BRUNO CA 94066 Primary SFR 360 7.000 95.0
66150248 39 BARCELONA PL DANVILLE CA 94526 Primary SFR 360 6.875 80.0
66164893 141 TINKER RD NASHUA NH 3063 Primary SFR 360 6.750 88.0
66171253 4063 SCHUYLKILL DR CALABASAS CA 91302 Primary SFR 360 6.875 82.7
66195322 8 FOXCHASE IRVINE CA 92618 Primary PUD 360 6.875 75.0
66210054 188 HAWTHORNE LANE CONCORD MA 1742 Primary SFR 360 7.250 71.1
66220556 694A MAIN ST BOXFORD MA 1921 Primary SFR 360 7.125 45.7
66315212 7900 RAINEY LANE COTTONDALE AL 35453 Primary SFR 360 7.500 74.9
66331927 8 COALTER CT O'FALLON MO 63366 Primary PUD 360 7.250 89.9
66332486 561 PRAIRIE PASSAGE ROAD DAKOTA DUNE SD 57049 Primary SFR 360 6.750 65.8
66380031 240 BACIGALUPI DR LOS GATOS CA 95032 Primary SFR 360 7.250 66.7
66382661 730 MICHELLE DR MOUNT SHAST CA 96067 Primary SFR 360 7.500 90.0
66386047 80 JOAQUIN RD PORTOLA VAL CA 94028 Primary SFR 360 7.000 54.2
66386926 3583 NOVA SCOTIA AVE SAN JOSE CA 95124 Primary SFR 360 7.000 80.0
66388741 11 DRAKES SUMMIT ROAD INVERNESS CA 94937 Primary SFR 360 7.000 75.8
66397553 63 SOHIER ST COHASSET MA 2025 Primary SFR 360 7.250 69.6
66398096 53 PEASE'S POINT WAY EDGARTOWN MA 2539 Secondary SFR 360 7.125 42.8
66404835 47 GREENLEA LANE WESTON CT 6883 Primary SFR 360 7.375 73.8
66412307 348 W OLYMPIC PL SEATTLE WA 98119 Primary Condo 360 7.250 90.0
66435960 32812 LARKGROVE CIRCLE TRABUCO CAN CA 92679 Primary PUD 360 7.250 53.3
66506565 5 WOODBRIDGE CT DOVE CANYON CA 92679 Primary PUD 360 7.125 56.9
66555965 4155 NE FLANDERS ST PORTLAND OR 97232 Primary SFR 360 7.000 80.0
66557437 2063 WELLINGTON DR WEST LINN OR 97068 Primary PUD 360 6.750 69.8
66564689 8300 AUBURN FOLSOM ROAD GRANITE BAY CA 95746 Primary SFR 360 7.125 90.0
66590850 426 DAY ST SAN FRANCIS CA 94131 Primary SFR 360 7.500 59.2
66593620 9413 SE 33RD ST MERCER ISLA WA 98040 Primary SFR 360 7.125 80.0
66594863 24024 150TH STREET SE MONROE WA 98272 Primary PUD 360 7.625 90.0
66596955 13 BELCANTO MISSION VIE CA 92692 Primary PUD 360 7.250 80.0
66598044 13003 W STAR RIDGE DR SUN CITY WE AZ 85375 Primary PUD 360 7.500 79.5
66608015 433 S BUNDY DR (BRENTWOOD CA 90049 Primary SFR 360 7.125 76.2
66616361 8317 N 75TH ST SCOTTSDALE AZ 85258 Primary SFR 360 7.250 80.0
66643988 10945 LITTLE AVENUE COLOGNE MN 55322 Primary SFR 360 7.375 65.4
66665639 13385 MIRA LOMA CT POWAY CA 92064 Primary PUD 360 7.500 65.8
66666406 4412 POINT LOMA AVE SAN DIEGO CA 92107 Primary SFR 360 6.875 76.9
66667828 4523 MUIR AVE SAN DIEGO CA 92107 Primary SFR 360 7.375 80.0
66667968 12632 HEDGETREE CT POWAY CA 92064 Primary SFR 360 7.875 80.0
66687446 65 SKAGIT KEY BELLEVUE WA 98006 Primary PUD 360 7.000 50.0
66728479 25482 BOOT STRAP PL LAGUNA HILL CA 92653 Primary PUD 360 7.500 43.3
66738440 46472 GALWAY NOVI MI 48374 Primary SFR 360 7.250 67.8
66739721 6957 PINEHAVEN RD OAKLAND CA 94611 Primary SFR 360 7.000 80.0
66740258 129 ARUNDEL RD SAN CARLOS CA 94070 Primary SFR 360 7.125 80.0
66740908 108 MAGNOLIA LANE MOUNTAIN VI CA 94043 Primary PUD 360 7.000 80.0
66740941 36731 MONTECITO DR FREMONT CA 94536 Primary SFR 360 7.250 80.0
66748933 5621 KIRKRIDGE TRAIL ROCHESTER MI 48306 Primary SFR 360 7.000 53.5
66751454 51 ARROYO WAY SAN FRANCIS CA 94127 Primary SFR 360 7.625 73.1
66752850 227 LYNDHURST AVE BELMONT CA 94002 Primary SFR 360 7.375 66.7
66832039 9030 VILLAGE VIEW DR SAN JOSE CA 95135 Primary PUD 360 7.250 79.7
66832471 2350 JARVIS RD SANTA CRUZ CA 95065 Primary SFR 360 6.875 80.0
66838011 2338 46TH AVE SAN FRANCIS CA 94116 Primary SFR 360 6.875 90.0
66841143 130 EMERALD DR DANVILLE CA 94526 Primary PUD 360 7.125 80.0
66842000 2979 19TH AVE SAN FRANCIS CA 94132 Primary SFR 360 7.250 76.9
66845084 530 E 76TH ST 14G NEW YORK NY 10021 Primary Condo 360 7.250 70.0
66845505 81 ROLLING WOOD DR STAMFORD CT 6095 Primary SFR 360 7.875 80.0
66929318 1936 OAK KNOLL DR BELMONT CA 94002 Primary SFR 360 7.375 65.4
66929334 209 W PASEO DE CRISTOBAL SAN CLEMENT CA 92672 Primary SFR 360 7.000 73.4
66951313 5688 EAGLE ROCK CT SANTA ROSA CA 95409 Primary SFR 360 7.375 67.1
66951895 7118 NORTH BENGSTON AVE FRESNO CA 93711 Primary SFR 360 7.250 88.9
66952310 10958 COLD HARBOR ALTA LOMA CA 92701 Primary SFR 360 6.875 90.0
66952603 1880 JACKSON ST. #201 SAN FRANCIS CA 94109 Primary Condo 360 6.750 70.3
66952638 24216 HERITAGE LANE SANTA CLARI CA 91321 Primary SFR 360 7.125 78.8
66952930 2552 DOS LOMA FALLBROOK CA 92028 Primary PUD 360 7.250 42.2
<PAGE>
<CAPTION>
LOAN# FIRSTPAYDT MAT DT PANDI SCHPTD ORIG BAL ACT BALANCE SCH BALANCE PURP
----- ---------- ------ ----- ------ -------- ----------- ----------- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
20483624 4/1/99 3/1/25 $2,823.20 4/1/99 $370,207.68 $370,207.68 $369,852.53 PURCH
21822328 4/1/99 5/1/27 $1,709.83 4/1/99 $231,988.62 $229,520.29 $229,316.69 PURCH
5000001767 4/1/99 3/1/29 $2,754.35 4/1/99 $414,000.00 $414,000.00 $413,660.65 R/T REFI
5000002088 4/1/99 3/1/29 $3,757.97 4/1/99 $564,850.00 $564,386.99 $564,386.99 R/T REFI
5000002450 4/1/99 3/1/29 $2,054.23 4/1/99 $325,000.00 $325,000.00 $324,706.19 R/T REFI
5000004779 4/1/99 3/1/29 $2,478.79 4/1/99 $346,000.00 $345,755.79 $345,755.79 R/T REFI
5000011220 5/1/99 4/1/29 $2,293.05 4/1/99 $332,000.00 $332,000.00 $332,000.00 PURCH
5000012640 5/1/99 4/1/29 $2,324.82 4/1/99 $336,600.00 $336,600.00 $336,600.00 PURCH
5000013648 5/1/99 4/1/29 $2,425.39 4/1/99 $360,000.00 $360,000.00 $360,000.00 PURCH
5000015106 4/1/99 3/1/29 $2,137.64 4/1/99 $309,500.00 $309,500.00 $309,264.50 R/T REFI
5000015213 4/1/99 3/1/29 $2,115.32 4/1/99 $322,000.00 $322,000.00 $321,729.47 R/T REFI
5000022177 5/1/99 4/1/29 $2,953.95 4/1/99 $444,000.00 $444,000.00 $444,000.00 C/O REFI
5000022318 4/1/99 3/1/29 $1,887.88 4/1/99 $270,000.00 $270,000.00 $269,799.62 R/T REFI
5000022870 5/1/99 4/1/29 $2,019.34 4/1/99 $288,800.00 $288,800.00 $288,800.00 PURCH
5000022961 4/1/99 3/1/29 $1,740.87 4/1/99 $265,000.00 $265,000.00 $264,777.36 PURCH
5000023514 5/1/99 4/1/29 $3,007.17 4/1/99 $452,000.00 $452,000.00 $452,000.00 C/O REFI
5000023548 4/1/99 3/1/29 $2,686.42 4/1/99 $393,800.00 $393,489.48 $393,489.48 R/T REFI
5000024512 4/1/99 3/1/29 $2,044.40 4/1/99 $296,000.00 $295,774.77 $295,774.77 PURCH
5000024702 4/1/99 3/1/29 $2,335.87 4/1/99 $338,200.00 $337,942.65 $337,942.65 R/T REFI
5000025592 4/1/99 3/1/29 $1,964.22 4/1/99 $299,000.00 $299,000.00 $298,748.80 PURCH
5000027812 4/1/99 3/1/29 $1,984.72 4/1/99 $306,000.00 $306,000.00 $305,736.53 R/T REFI
5000027861 5/1/99 4/1/29 $3,126.06 4/1/99 $464,000.00 $464,000.00 $464,000.00 R/T REFI
5000028000 5/1/99 4/1/29 $1,926.47 4/1/99 $282,400.00 $282,400.00 $282,400.00 R/T REFI
5000028844 4/1/99 3/1/29 $2,036.60 4/1/99 $314,000.00 $314,000.00 $313,729.65 R/T REFI
5000029685 4/1/99 3/1/29 $1,918.18 4/1/99 $284,715.00 $284,715.00 $284,487.32 PURCH
5000030501 4/1/99 3/1/29 $1,846.22 4/1/99 $277,500.00 $277,500.00 $277,272.53 R/T REFI
5000030618 4/1/99 3/1/29 $1,869.71 4/1/99 $292,000.00 $292,000.00 $291,742.37 R/T REFI
5000031574 5/1/99 4/1/29 $2,114.75 4/1/99 $310,000.00 $310,000.00 $310,000.00 C/O REFI
5000034578 5/1/99 4/1/29 $1,707.14 4/1/99 $244,150.00 $244,150.00 $244,150.00 R/T REFI
5000036177 4/1/99 3/1/29 $2,082.39 4/1/99 $301,500.00 $301,270.58 $301,270.58 C/O REFI
5000036185 4/1/99 3/1/29 $1,875.66 4/1/99 $265,000.00 $265,000.00 $264,808.19 PURCH
5000036748 4/1/99 3/1/29 $2,721.82 4/1/99 $404,000.00 $403,676.93 $403,676.93 R/T REFI
5000036771 4/1/99 3/1/29 $2,243.48 4/1/99 $333,000.00 $333,000.00 $332,733.71 PURCH
5000036813 5/1/99 4/1/29 $2,560.14 4/1/99 $380,000.00 $380,000.00 $380,000.00 C/O REFI
5000038371 4/1/99 3/1/29 $3,805.05 4/1/99 $602,000.00 $602,000.00 $601,455.78 PURCH
5000038397 5/1/99 4/1/29 $2,865.14 4/1/99 $420,000.00 $420,000.00 $420,000.00 PURCH
5000038405 5/1/99 4/1/29 $2,136.11 4/1/99 $305,500.00 $305,500.00 $305,500.00 R/T REFI
5000039098 5/1/99 4/1/29 $1,933.90 4/1/99 $280,000.00 $280,000.00 $280,000.00 C/O REFI
5000039593 4/1/99 3/1/29 $2,097.64 4/1/99 $300,000.00 $300,000.00 $299,777.36 PURCH
5000040385 5/1/99 4/1/29 $1,903.28 4/1/99 $279,000.00 $279,000.00 $279,000.00 C/O REFI
5000040856 4/1/99 3/1/29 $2,088.53 4/1/99 $310,000.00 $310,000.00 $309,752.10 R/T REFI
5000040914 4/1/99 3/1/29 $4,324.47 4/1/99 $650,000.00 $649,467.20 $649,467.20 C/O REFI
5000041250 4/1/99 3/1/29 $2,328.56 4/1/99 $350,000.00 $350,000.00 $349,713.11 R/T REFI
5000041409 5/1/99 4/1/29 $2,421.71 4/1/99 $364,000.00 $364,000.00 $364,000.00 R/T REFI
5000041649 4/1/99 3/1/29 $1,803.68 4/1/99 $264,400.00 $264,400.00 $264,193.74 R/T REFI
5000047984 4/1/99 3/1/29 $2,919.72 4/1/99 $428,000.00 $427,666.11 $427,666.11 PURCH
5000075100 5/1/99 4/1/29 $1,933.90 4/1/99 $280,000.00 $280,000.00 $280,000.00 C/O REFI
5000075621 4/1/99 3/1/29 $1,855.43 4/1/99 $275,400.00 $275,400.00 $275,179.76 R/T REFI
5000087709 4/1/99 3/1/29 $3,581.43 4/1/99 $525,000.00 $525,000.00 $524,590.45 C/O REFI
5000092790 4/1/99 3/1/29 $2,601.44 4/1/99 $396,000.00 $395,617.31 $395,617.31 PURCH
5000092949 4/1/99 3/1/29 $3,826.35 4/1/99 $554,000.00 $553,578.44 $553,578.44 R/T REFI
5000093772 5/1/99 4/1/29 $1,904.64 4/1/99 $279,200.00 $279,200.00 $279,200.00 PURCH
5000093905 5/1/99 4/1/29 $3,314.70 4/1/99 $492,000.00 $492,000.00 $492,000.00 C/O REFI
5000094200 4/1/99 3/1/29 $3,559.93 4/1/99 $528,400.00 $528,400.00 $527,977.45 PURCH
5000095389 5/1/99 4/1/29 $2,523.29 4/1/99 $356,500.00 $356,500.00 $356,500.00 C/O REFI
5000095876 4/1/99 3/1/29 $2,492.76 4/1/99 $370,000.00 $370,000.00 $369,704.12 PURCH
5000096619 5/1/99 4/1/29 $2,672.92 4/1/99 $387,000.00 $387,000.00 $387,000.00 R/T REFI
5000096650 4/1/99 3/1/29 $2,709.18 4/1/99 $392,250.00 $391,910.70 $391,910.70 C/O REFI
5000096833 4/1/99 3/1/29 $1,826.27 4/1/99 $278,000.00 $278,000.00 $277,766.44 C/O REFI
5000097187 4/1/99 3/1/29 $4,192.74 4/1/99 $630,200.00 $630,200.00 $629,683.43 PURCH
5000097302 4/1/99 3/1/29 $2,890.49 4/1/99 $440,000.00 $439,630.34 $439,630.34 C/O REFI
5000100023 4/1/99 3/1/29 $3,674.40 4/1/99 $532,000.00 $531,595.18 $531,595.18 PURCH
5000100668 4/1/99 3/1/29 $2,175.63 4/1/99 $315,000.00 $315,000.00 $314,760.31 R/T REFI
5000101120 4/1/99 3/1/29 $4,434.15 4/1/99 $650,000.00 $650,000.00 $649,492.93 PURCH
5000101781 4/1/99 3/1/29 $4,137.15 4/1/99 $599,000.00 $599,000.00 $598,544.20 C/O REFI
5000101955 4/1/99 3/1/29 $2,514.06 4/1/99 $364,000.00 $364,000.00 $363,723.02 R/T REFI
5000138494 5/1/99 4/1/29 $2,610.25 4/1/99 $360,000.00 $360,000.00 $360,000.00 C/O REFI
5000138502 5/1/99 4/1/29 $2,601.83 4/1/99 $381,400.00 $381,400.00 $381,400.00 R/T REFI
5000138890 5/1/99 4/1/29 $3,994.83 4/1/99 $585,600.00 $584,112.49 $584,112.49 C/O REFI
5000139013 4/1/99 3/1/29 $2,194.15 4/1/99 $334,000.00 $334,000.00 $333,719.39 C/O REFI
5000139526 5/1/99 4/1/29 $2,120.72 4/1/99 $303,300.00 $303,300.00 $303,300.00 PURCH
5000141290 5/1/99 4/1/29 $1,720.41 4/1/99 $255,360.00 $255,360.00 $255,360.00 PURCH
5000141373 5/1/99 4/1/29 $3,284.65 4/1/99 $500,000.00 $500,000.00 $500,000.00 PURCH
5000180322 5/1/99 4/1/29 $2,082.39 4/1/99 $301,500.00 $301,500.00 $301,500.00 PURCH
5000180736 5/1/99 4/1/29 $2,239.59 4/1/99 $328,300.00 $328,300.00 $328,300.00 PURCH
5000182575 5/1/99 4/1/29 $2,189.59 4/1/99 $325,000.00 $325,000.00 $325,000.00 C/O REFI
5000182591 5/1/99 4/1/29 $2,263.70 4/1/99 $336,000.00 $336,000.00 $336,000.00 PURCH
5000183029 5/1/99 4/1/29 $1,940.31 4/1/99 $288,000.00 $288,000.00 $288,000.00 PURCH
5000184597 5/1/99 4/1/29 $1,865.68 4/1/99 $284,000.00 $284,000.00 $284,000.00 PURCH
5000188374 5/1/99 4/1/29 $2,299.26 4/1/99 $350,000.00 $350,000.00 $350,000.00 PURCH
5000196468 5/1/99 4/1/29 $3,326.52 4/1/99 $500,000.00 $500,000.00 $500,000.00 R/T REFI
5000197110 5/1/99 4/1/29 $2,169.33 4/1/99 $318,000.00 $318,000.00 $318,000.00 R/T REFI
5000215813 5/1/99 4/1/29 $2,302.53 4/1/99 $355,000.00 $355,000.00 $355,000.00 PURCH
5000227941 5/1/99 4/1/29 $2,375.24 4/1/99 $343,900.00 $343,900.00 $343,900.00 PURCH
5000228162 4/1/99 3/1/29 $3,494.25 4/1/99 $518,650.00 $518,235.23 $518,235.23 PURCH
5000250893 4/1/99 3/1/29 $4,270.04 4/1/99 $650,000.00 $648,453.92 $648,453.92 PURCH
5000252915 4/1/99 3/1/29 $2,857.65 4/1/99 $435,000.00 $435,000.00 $434,634.54 R/T REFI
5000256692 4/1/99 3/1/29 $3,659.17 4/1/99 $550,000.00 $550,000.00 $549,549.16 R/T REFI
5000258789 4/1/99 3/1/29 $2,072.03 4/1/99 $300,000.00 $300,000.00 $299,771.72 C/O REFI
5000259100 4/1/99 3/1/29 $2,080.64 4/1/99 $305,000.00 $305,000.00 $304,762.07 PURCH
5000259498 4/1/99 3/1/29 $2,983.72 4/1/99 $432,000.00 $432,000.00 $431,671.28 PURCH
5000259530 4/1/99 3/1/29 $3,018.26 4/1/99 $437,000.00 $437,000.00 $436,667.47 R/T REFI
5000262195 4/1/99 3/1/29 $2,547.52 4/1/99 $392,772.00 $392,772.00 $392,433.82 PURCH
5000262773 5/1/99 4/1/29 $3,532.76 4/1/99 $531,000.00 $531,000.00 $531,000.00 R/T REFI
5000263367 4/1/99 3/1/29 $2,072.03 4/1/99 $300,000.00 $299,771.72 $299,771.72 C/O REFI
5000265206 4/1/99 3/1/29 $2,287.52 4/1/99 $331,200.00 $331,200.00 $330,947.98 R/T REFI
5000269380 5/1/99 4/1/29 $2,089.04 4/1/99 $318,000.00 $318,000.00 $318,000.00 PURCH
5000270529 4/1/99 3/1/29 $3,410.89 4/1/99 $500,000.00 $500,000.00 $499,609.94 PURCH
5000272509 4/1/99 3/1/29 $2,974.29 4/1/99 $436,000.00 $436,000.00 $435,659.88 PURCH
5000273689 5/1/99 4/1/29 $2,858.14 4/1/99 $429,600.00 $429,600.00 $429,600.00 PURCH
5000276369 5/1/99 4/1/29 $1,937.95 4/1/99 $295,000.00 $295,000.00 $295,000.00 R/T REFI
5000284082 4/1/99 3/1/29 $2,242.88 4/1/99 $332,910.00 $332,143.77 $332,143.77 PURCH
5000287523 5/1/99 4/1/29 $2,863.31 4/1/99 $425,000.00 $425,000.00 $425,000.00 R/T REFI
5000287903 5/1/99 4/1/29 $2,367.39 4/1/99 $365,000.00 $365,000.00 $365,000.00 R/T REFI
5000287978 5/1/99 4/1/29 $3,908.73 4/1/99 $595,000.00 $595,000.00 $595,000.00 C/O REFI
5000288158 4/1/99 3/1/29 $2,075.75 4/1/99 $312,000.00 $312,000.00 $311,744.25 PURCH
5000288422 5/1/99 4/1/29 $2,794.28 4/1/99 $420,000.00 $420,000.00 $420,000.00 R/T REFI
5000288521 5/1/99 4/1/29 $1,796.86 4/1/99 $263,400.00 $263,400.00 $263,400.00 R/T REFI
5000289255 5/1/99 4/1/29 $1,967.20 4/1/99 $303,300.00 $303,300.00 $303,300.00 PURCH
5000289305 5/1/99 4/1/29 $2,425.39 4/1/99 $360,000.00 $360,000.00 $360,000.00 R/T REFI
5000289420 5/1/99 4/1/29 $1,777.27 4/1/99 $263,800.00 $263,800.00 $263,800.00 R/T REFI
5000289776 4/1/99 3/1/29 $3,259.99 4/1/99 $490,000.00 $490,000.00 $489,598.34 R/T REFI
5000290600 5/1/99 4/1/29 $1,933.58 4/1/99 $287,000.00 $287,000.00 $287,000.00 C/O REFI
5000290733 5/1/99 4/1/29 $1,577.15 4/1/99 $252,800.00 $252,800.00 $252,800.00 PURCH
5000297217 5/1/99 4/1/29 $2,648.33 4/1/99 $413,600.00 $413,600.00 $413,600.00 PURCH
5000297639 4/1/99 3/1/29 $3,468.59 4/1/99 $528,000.00 $528,000.00 $527,556.41 PURCH
5000297746 4/1/99 3/1/29 $1,783.65 4/1/99 $275,000.00 $275,000.00 $274,763.23 PURCH
5000299908 5/1/99 4/1/29 $2,041.37 4/1/99 $303,000.00 $303,000.00 $303,000.00 PURCH
5000310762 4/1/99 3/1/29 $2,634.60 4/1/99 $396,000.00 $395,675.40 $395,675.40 PURCH
5000311307 5/1/99 4/1/29 $2,047.86 4/1/99 $296,500.00 $296,500.00 $296,500.00 R/T REFI
5000311687 4/1/99 3/1/29 $2,021.16 4/1/99 $300,000.00 $300,000.00 $299,760.09 C/O REFI
5000311968 4/1/99 3/1/29 $2,062.44 4/1/99 $310,000.00 $310,000.00 $309,745.89 PURCH
5000312024 4/1/99 3/1/29 $3,094.23 4/1/99 $448,000.00 $448,000.00 $447,659.10 R/T REFI
5000337575 4/1/99 3/1/29 $2,117.50 4/1/99 $314,300.00 $314,300.00 $314,048.66 PURCH
5000347665 5/1/99 4/1/29 $3,022.05 4/1/99 $443,000.00 $443,000.00 $443,000.00 R/T REFI
5000348077 4/1/99 3/1/29 $2,308.60 4/1/99 $347,000.00 $347,000.00 $346,715.57 R/T REFI
5000348242 4/1/99 3/1/29 $3,419.66 4/1/99 $514,000.00 $514,000.00 $513,578.67 R/T REFI
5000348341 4/1/99 3/1/29 $1,729.79 4/1/99 $260,000.00 $260,000.00 $259,786.88 PURCH
5000348887 4/1/99 3/1/29 $2,011.94 4/1/99 $291,300.00 $291,300.00 $291,078.34 PURCH
5000348937 4/1/99 3/1/29 $2,654.56 4/1/99 $399,000.00 $399,000.00 $398,672.94 R/T REFI
5000356534 5/1/99 4/1/29 $1,670.83 4/1/99 $248,000.00 $248,000.00 $248,000.00 PURCH
5000358217 4/1/99 3/1/29 $1,985.08 4/1/99 $283,900.00 $283,900.00 $283,689.30 PURCH
5000360072 4/1/99 3/1/29 $3,109.78 4/1/99 $492,000.00 $492,000.00 $491,555.22 PURCH
5000361229 5/1/99 4/1/29 $2,097.65 4/1/99 $300,000.00 $300,000.00 $300,000.00 R/T REFI
5000361666 5/1/99 4/1/29 $2,026.07 4/1/99 $297,000.00 $297,000.00 $297,000.00 PURCH
5000365287 4/1/99 3/1/29 $1,826.68 4/1/99 $289,000.00 $289,000.00 $288,738.74 PURCH
5000367820 4/1/99 3/1/29 $2,421.71 4/1/99 $364,000.00 $364,000.00 $363,701.62 PURCH
5000368489 5/1/99 4/1/29 $1,901.87 4/1/99 $272,000.00 $272,000.00 $272,000.00 PURCH
5000400332 4/1/99 3/1/29 $3,069.80 4/1/99 $450,000.00 $450,000.00 $449,648.95 C/O REFI
5000400738 4/1/99 3/1/29 $2,296.04 4/1/99 $340,800.00 $340,527.46 $340,527.46 PURCH
5000400951 4/1/99 3/1/29 $3,281.01 4/1/99 $487,000.00 $487,000.00 $486,610.55 R/T REFI
5000400977 4/1/99 3/1/29 $3,069.80 4/1/99 $450,000.00 $450,000.00 $449,648.95 PURCH
5000401140 4/1/99 3/1/29 $3,625.90 4/1/99 $545,000.00 $545,000.00 $544,553.27 R/T REFI
5000401199 4/1/99 3/1/29 $1,835.06 4/1/99 $269,000.00 $269,000.00 $268,790.15 R/T REFI
5000401256 5/1/99 4/1/29 $1,923.47 4/1/99 $285,500.00 $285,500.00 $285,500.00 R/T REFI
5000401744 5/1/99 4/1/29 $1,940.31 4/1/99 $288,000.00 $288,000.00 $288,000.00 R/T REFI
5000401934 4/1/99 3/1/29 $3,004.79 4/1/99 $446,000.00 $445,643.34 $445,643.34 R/T REFI
5000401967 4/1/99 3/1/29 $3,632.56 4/1/99 $546,000.00 $546,000.00 $545,552.44 R/T REFI
5000402163 4/1/99 3/1/29 $2,320.67 4/1/99 $336,000.00 $336,000.00 $335,744.33 C/O REFI
5000402569 4/1/99 3/1/29 $3,326.52 4/1/99 $500,000.00 $499,590.15 $499,590.15 R/T REFI
5000402809 5/1/99 4/1/29 $2,831.37 4/1/99 $431,000.00 $431,000.00 $431,000.00 R/T REFI
5000403047 4/1/99 3/1/29 $4,109.69 4/1/99 $610,000.00 $610,000.00 $609,512.19 R/T REFI
5000403112 4/1/99 3/1/29 $1,676.57 4/1/99 $252,000.00 $252,000.00 $251,793.43 R/T REFI
5000403682 4/1/99 3/1/29 $1,781.95 4/1/99 $258,000.00 $258,000.00 $257,803.68 R/T REFI
5000404151 5/1/99 4/1/29 $4,270.04 4/1/99 $650,000.00 $650,000.00 $650,000.00 C/O REFI
5000404243 4/1/99 3/1/29 $1,970.79 4/1/99 $300,000.00 $300,000.00 $299,747.96 PURCH
5000404417 4/1/99 3/1/29 $2,529.18 4/1/99 $385,000.00 $385,000.00 $384,676.55 R/T REFI
5000405752 4/1/99 3/1/29 $2,764.36 4/1/99 $420,800.00 $420,446.47 $420,446.47 PURCH
5000406388 5/1/99 4/1/29 $2,336.55 4/1/99 $351,200.00 $351,200.00 $351,200.00 PURCH
5000407196 4/1/99 3/1/29 $1,825.60 4/1/99 $274,400.00 $274,175.07 $274,175.07 PURCH
5000407543 5/1/99 4/1/29 $3,074.43 4/1/99 $468,000.00 $468,000.00 $468,000.00 PURCH
5000407907 4/1/99 3/1/29 $1,933.71 4/1/99 $290,650.00 $290,650.00 $290,411.75 PURCH
5000407956 4/1/99 3/1/29 $2,411.92 4/1/99 $358,000.00 $358,000.00 $357,713.71 R/T REFI
5000407972 5/1/99 4/1/29 $3,294.92 4/1/99 $483,000.00 $483,000.00 $483,000.00 R/T REFI
5000407980 4/1/99 3/1/29 $1,946.68 4/1/99 $292,600.00 $292,600.00 $292,360.15 R/T REFI
5000408863 4/1/99 3/1/29 $2,455.84 4/1/99 $360,000.00 $360,000.00 $359,719.16 C/O REFI
5000408913 4/1/99 3/1/29 $3,589.98 4/1/99 $539,600.00 $537,747.67 $537,747.67 R/T REFI
5000408939 4/1/99 3/1/29 $1,788.82 4/1/99 $272,300.00 $272,300.00 $272,071.23 PURCH
5000408962 4/1/99 3/1/29 $5,111.00 4/1/99 $740,000.00 $740,000.00 $739,436.92 R/T REFI
5000409069 4/1/99 3/1/29 $3,326.52 4/1/99 $500,000.00 $500,000.00 $499,590.15 R/T REFI
5000409119 4/1/99 3/1/29 $4,379.18 4/1/99 $650,000.00 $649,480.20 $649,480.20 R/T REFI
5000409168 4/1/99 3/1/29 $1,806.41 4/1/99 $264,800.00 $264,593.42 $264,593.42 PURCH
5000409176 4/1/99 3/1/29 $2,874.11 4/1/99 $432,000.00 $432,000.00 $431,645.89 PURCH
5000409390 4/1/99 3/1/29 $3,679.13 4/1/99 $553,000.00 $553,000.00 $552,546.70 R/T REFI
5000409499 4/1/99 3/1/29 $4,379.18 4/1/99 $650,000.00 $650,000.00 $649,480.20 R/T REFI
5000409507 4/1/99 3/1/29 $2,307.81 4/1/99 $338,300.00 $338,300.00 $338,036.09 R/T REFI
5000409564 4/1/99 3/1/29 $1,910.10 4/1/99 $280,000.00 $280,000.00 $279,781.57 R/T REFI
5000409739 4/1/99 3/1/29 $2,590.04 4/1/99 $375,000.00 $375,000.00 $374,714.65 C/O REFI
5000410679 4/1/99 3/1/29 $2,767.66 4/1/99 $416,000.00 $416,000.00 $415,659.01 PURCH
5000410976 4/1/99 3/1/29 $2,725.08 4/1/99 $409,600.00 $409,600.00 $409,264.25 PURCH
5000411545 5/1/99 4/1/29 $2,562.03 4/1/99 $390,000.00 $390,000.00 $390,000.00 C/O REFI
5000411602 4/1/99 3/1/29 $3,657.62 4/1/99 $542,900.00 $542,900.00 $542,465.85 R/T REFI
5000411974 4/1/99 3/1/29 $2,177.90 4/1/99 $304,000.00 $304,000.00 $303,785.43 R/T REFI
5000412154 5/1/99 4/1/29 $1,708.02 4/1/99 $260,000.00 $260,000.00 $260,000.00 PURCH
5000412188 4/1/99 3/1/29 $2,083.66 4/1/99 $298,000.00 $297,705.04 $297,705.04 R/T REFI
5000412303 4/1/99 3/1/29 $2,194.17 4/1/99 $310,000.00 $309,211.29 $308,981.90 C/O REFI
5000412394 4/1/99 3/1/29 $2,291.04 4/1/99 $348,750.00 $348,750.00 $348,457.01 PURCH
5000413566 4/1/99 3/1/29 $2,146.59 4/1/99 $307,000.00 $307,000.00 $306,772.16 R/T REFI
5000414259 4/1/99 3/1/29 $2,136.92 4/1/99 $313,250.00 $313,250.00 $313,005.63 PURCH
5000414705 4/1/99 3/1/29 $2,387.62 4/1/99 $350,000.00 $349,726.96 $349,726.96 PURCH
5000414713 4/1/99 3/1/29 $1,773.66 4/1/99 $260,000.00 $260,000.00 $259,797.17 R/T REFI
5000414820 4/1/99 3/1/29 $2,443.78 4/1/99 $372,000.00 $369,687.47 $369,687.47 R/T REFI
5000414960 4/1/99 3/1/29 $1,783.02 4/1/99 $268,000.00 $268,000.00 $267,780.31 R/T REFI
5000415157 4/1/99 3/1/29 $3,819.99 4/1/99 $567,000.00 $567,000.00 $566,546.57 R/T REFI
5000415207 4/1/99 3/1/29 $1,929.53 4/1/99 $286,400.00 $286,170.97 $286,170.97 PURCH
5000415280 4/1/99 3/1/29 $2,226.99 4/1/99 $339,000.00 $338,715.20 $338,715.20 R/T REFI
5000415348 4/1/99 3/1/29 $2,501.19 4/1/99 $371,250.00 $371,250.00 $370,953.11 C/O REFI
5000417054 5/1/99 4/1/29 $2,694.88 4/1/99 $400,000.00 $400,000.00 $400,000.00 C/O REFI
5000417351 4/1/99 3/1/29 $3,240.34 4/1/99 $475,000.00 $475,000.00 $474,629.45 C/O REFI
5000417419 4/1/99 3/1/29 $3,705.46 4/1/99 $550,000.00 $550,000.00 $549,560.17 PURCH
5000417880 4/1/99 3/1/29 $2,862.08 4/1/99 $419,550.00 $419,222.70 $419,222.70 R/T REFI
5000417922 5/1/99 4/1/29 $3,062.98 4/1/99 $449,000.00 $449,000.00 $449,000.00 R/T REFI
5000418268 4/1/99 3/1/29 $3,074.43 4/1/99 $468,000.00 $468,000.00 $467,606.82 PURCH
5000419837 4/1/99 3/1/29 $2,964.37 4/1/99 $440,000.00 $440,000.00 $439,648.13 R/T REFI
5000420223 4/1/99 3/1/29 $2,474.98 4/1/99 $376,750.00 $376,750.00 $376,433.48 R/T REFI
5000420306 4/1/99 3/1/29 $3,802.47 4/1/99 $564,400.00 $564,400.00 $563,948.66 C/O REFI
5000420603 4/1/99 3/1/29 $2,097.65 4/1/99 $300,000.00 $300,000.00 $299,777.35 R/T REFI
5000420785 4/1/99 3/1/29 $1,902.47 4/1/99 $289,600.00 $289,600.00 $289,356.70 PURCH
5000421122 4/1/99 3/1/29 $2,102.18 4/1/99 $320,000.00 $320,000.00 $319,731.15 R/T REFI
5000421338 4/1/99 3/1/29 $2,953.28 4/1/99 $443,900.00 $443,900.00 $443,536.14 PURCH
5000421379 4/1/99 3/1/29 $1,902.77 4/1/99 $286,000.00 $286,000.00 $285,765.56 R/T REFI
5000421452 4/1/99 3/1/29 $2,246.73 4/1/99 $337,700.00 $337,700.00 $337,423.19 R/T REFI
5000421551 4/1/99 3/1/29 $1,923.54 4/1/99 $278,500.00 $278,500.00 $278,288.07 R/T REFI
5000421700 4/1/99 3/1/29 $2,062.44 4/1/99 $310,000.00 $310,000.00 $309,745.89 PURCH
5000422435 5/1/99 4/1/29 $2,181.85 4/1/99 $315,900.00 $315,900.00 $315,900.00 R/T REFI
5000422534 4/1/99 3/1/29 $1,916.08 4/1/99 $288,000.00 $288,000.00 $287,763.92 PURCH
5000423417 4/1/99 3/1/29 $2,155.90 4/1/99 $320,000.00 $320,000.00 $319,744.10 R/T REFI
5000423615 4/1/99 3/1/29 $2,021.16 4/1/99 $300,000.00 $299,760.09 $299,760.09 PURCH
5000425263 4/1/99 3/1/29 $1,862.85 4/1/99 $280,000.00 $279,570.48 $279,570.48 C/O REFI
5000438001 4/1/99 3/1/29 $1,970.13 4/1/99 $299,900.00 $299,218.18 $299,218.18 PURCH
5000438043 4/1/99 3/1/29 $2,299.25 4/1/99 $350,000.00 $350,000.00 $349,705.96 PURCH
5000438209 4/1/99 3/1/29 $2,281.99 4/1/99 $343,000.00 $343,000.00 $342,718.84 C/O REFI
5000438506 4/1/99 3/1/29 $2,019.24 4/1/99 $296,000.00 $296,000.00 $295,769.09 R/T REFI
5000438530 4/1/99 3/1/29 $2,143.56 4/1/99 $326,300.00 $326,025.87 $326,025.87 PURCH
5000438555 4/1/99 3/1/29 $3,284.64 4/1/99 $500,000.00 $500,000.00 $499,579.94 PURCH
5000438571 4/1/99 3/1/29 $1,699.18 4/1/99 $255,400.00 $255,190.65 $255,190.65 PURCH
5000438639 4/1/99 3/1/29 $3,251.80 4/1/99 $495,000.00 $495,000.00 $494,584.14 PURCH
5000438712 4/1/99 3/1/29 $2,702.61 4/1/99 $411,400.00 $411,400.00 $411,054.37 PURCH
5000438910 4/1/99 3/1/29 $1,773.66 4/1/99 $260,000.00 $260,000.00 $259,797.17 R/T REFI
5000439298 4/1/99 3/1/29 $1,970.79 4/1/99 $300,000.00 $299,747.96 $299,747.96 C/O REFI
5000439363 4/1/99 3/1/29 $3,576.98 4/1/99 $544,500.00 $544,500.00 $544,042.55 R/T REFI
5000439397 4/1/99 3/1/29 $2,855.59 4/1/99 $418,600.00 $418,273.45 $418,273.45 C/O REFI
5000447713 4/1/99 3/1/29 $3,991.82 4/1/99 $600,000.00 $600,000.00 $599,508.18 PURCH
5000448117 4/1/99 3/1/29 $3,243.00 4/1/99 $500,000.00 $500,000.00 $499,569.50 PURCH
5000449552 4/1/99 3/1/29 $2,262.03 4/1/99 $340,000.00 $340,000.00 $339,721.30 R/T REFI
5000449693 4/1/99 3/1/29 $1,862.52 4/1/99 $279,950.00 $279,950.00 $279,720.52 R/T REFI
5000449735 4/1/99 3/1/29 $4,244.63 4/1/99 $638,000.00 $638,000.00 $637,477.04 R/T REFI
5000451673 4/1/99 3/1/29 $3,326.52 4/1/99 $500,000.00 $499,516.67 $499,516.67 R/T REFI
5000455468 4/1/99 3/1/29 $2,266.41 4/1/99 $345,000.00 $345,000.00 $344,710.15 R/T REFI
5000455518 5/1/99 4/1/29 $2,571.40 4/1/99 $386,500.00 $386,500.00 $386,500.00 R/T REFI
5000455625 4/1/99 3/1/29 $1,862.85 4/1/99 $280,000.00 $279,608.33 $279,608.33 R/T REFI
5000455658 4/1/99 3/1/29 $1,900.40 4/1/99 $293,000.00 $293,000.00 $292,747.73 R/T REFI
5000455666 4/1/99 3/1/29 $1,763.06 4/1/99 $265,000.00 $265,000.00 $264,782.77 R/T REFI
5000455674 4/1/99 3/1/29 $2,534.81 4/1/99 $381,000.00 $381,000.00 $380,687.69 R/T REFI
5000455690 4/1/99 3/1/29 $1,683.12 4/1/99 $259,500.00 $259,500.00 $259,276.57 R/T REFI
5000456060 4/1/99 3/1/29 $1,972.68 4/1/99 $316,200.00 $315,907.13 $315,907.13 PURCH
5000456078 5/1/99 4/1/29 $3,196.13 4/1/99 $474,400.00 $474,400.00 $474,400.00 R/T REFI
5000456219 5/1/99 4/1/29 $3,965.15 4/1/99 $581,250.00 $581,250.00 $581,250.00 C/O REFI
5000456417 4/1/99 3/1/29 $2,318.96 4/1/99 $353,000.00 $353,000.00 $352,703.44 PURCH
5000456433 4/1/99 3/1/29 $2,659.26 4/1/99 $410,000.00 $410,000.00 $409,646.99 R/T REFI
5000456573 4/1/99 3/1/29 $2,041.08 4/1/99 $310,700.00 $310,438.97 $310,438.97 PURCH
5000456581 4/1/99 3/1/29 $3,320.83 4/1/99 $512,000.00 $512,000.00 $511,559.17 PURCH
5000456631 4/1/99 3/1/29 $1,807.77 4/1/99 $265,000.00 $265,000.00 $264,793.27 C/O REFI
5000456698 4/1/99 3/1/29 $1,842.44 4/1/99 $263,500.00 $261,650.00 $261,442.87 R/T REFI
5000456763 4/1/99 3/1/29 $2,057.51 4/1/99 $313,200.00 $312,936.87 $312,936.87 PURCH
5000456870 5/1/99 4/1/29 $2,340.31 4/1/99 $356,250.00 $356,250.00 $356,250.00 C/O REFI
5000457241 4/1/99 3/1/29 $2,233.56 4/1/99 $340,000.00 $340,000.00 $339,714.36 PURCH
5000458231 5/1/99 4/1/29 $2,195.50 4/1/99 $330,000.00 $330,000.00 $330,000.00 R/T REFI
5000465095 4/1/99 3/1/29 $2,036.48 4/1/99 $310,000.00 $310,000.00 $309,739.56 C/O REFI
5000465442 4/1/99 3/1/29 $2,217.08 4/1/99 $325,000.00 $325,000.00 $324,746.46 R/T REFI
5000466408 4/1/99 3/1/29 $1,839.41 4/1/99 $280,000.00 $279,764.76 $279,764.76 PURCH
5000466937 4/1/99 3/1/29 $2,209.80 4/1/99 $328,000.00 $328,000.00 $327,737.70 PURCH
5000467430 4/1/99 3/1/29 $1,817.70 4/1/99 $269,800.00 $269,800.00 $269,584.24 PURCH
5000467554 4/1/99 3/1/29 $3,204.74 4/1/99 $464,000.00 $464,000.00 $463,646.93 C/O REFI
5000468701 5/1/99 4/1/29 $3,602.68 4/1/99 $509,000.00 $509,000.00 $509,000.00 R/T REFI
5000468792 4/1/99 3/1/29 $1,896.12 4/1/99 $285,000.00 $285,000.00 $284,766.38 C/O REFI
5000485747 5/1/99 4/1/29 $3,695.23 4/1/99 $562,500.00 $562,500.00 $562,500.00 R/T REFI
5000485754 4/1/99 3/1/29 $2,814.92 4/1/99 $434,000.00 $433,626.33 $433,626.33 R/T REFI
5000485945 4/1/99 3/1/29 $2,728.71 4/1/99 $400,000.00 $399,173.13 $399,488.27 R/T REFI
5000495688 4/1/99 3/1/29 $2,874.11 4/1/99 $432,000.00 $432,000.00 $431,645.89 PURCH
5000498609 5/1/99 4/1/29 $2,633.21 4/1/99 $386,000.00 $386,000.00 $386,000.00 R/T REFI
5000540095 5/1/99 4/1/29 $3,552.85 4/1/99 $490,000.00 $490,000.00 $490,000.00 R/T REFI
5000541432 5/1/99 4/1/29 $2,106.26 4/1/99 $294,000.00 $294,000.00 $294,000.00 PURCH
5000549112 5/1/99 4/1/29 $1,910.10 4/1/99 $280,000.00 $280,000.00 $280,000.00 PURCH
5000565274 5/1/99 4/1/29 $3,031.74 4/1/99 $450,000.00 $450,000.00 $450,000.00 PURCH
62674749 5/1/99 4/1/29 $3,859.16 4/1/99 $595,000.00 $595,000.00 $595,000.00 PURCH
63238811 4/1/99 3/1/29 $2,101.52 4/1/99 $319,900.00 $319,900.00 $319,631.24 PURCH
63376776 4/1/99 3/1/29 $2,040.31 4/1/99 $291,800.00 $291,583.44 $291,583.44 C/O REFI
63609525 5/1/99 4/1/29 $1,510.94 4/1/99 $230,000.00 $230,000.00 $230,000.00 PURCH
63611791 4/1/99 3/1/29 $2,155.90 4/1/99 $320,000.00 $320,000.00 $319,744.10 PURCH
64232387 5/1/99 4/1/29 $1,637.23 4/1/99 $240,000.00 $240,000.00 $240,000.00 C/O REFI
64559688 4/1/99 3/1/29 $2,353.51 4/1/99 $345,000.00 $345,000.00 $344,730.87 PURCH
64599035 5/1/99 4/1/29 $1,968.97 4/1/99 $295,950.00 $295,950.00 $295,950.00 PURCH
64599850 4/1/99 3/1/29 $1,697.39 4/1/99 $261,700.00 $261,700.00 $261,474.67 PURCH
64615464 4/1/99 3/1/29 $1,592.00 4/1/99 $236,300.00 $236,300.00 $236,111.03 PURCH
64806821 4/1/99 3/1/29 $1,484.89 4/1/99 $231,900.00 $231,695.39 $231,695.39 PURCH
64838811 4/1/99 3/1/29 $1,576.63 4/1/99 $240,000.00 $239,798.37 $239,798.37 R/T REFI
64911489 5/1/99 4/1/29 $1,657.63 4/1/99 $240,000.00 $240,000.00 $240,000.00 PURCH
64918190 4/1/99 3/1/29 $2,155.90 4/1/99 $320,000.00 $320,000.00 $319,744.10 PURCH
64921786 5/1/99 4/1/29 $1,862.85 4/1/99 $280,000.00 $280,000.00 $280,000.00 PURCH
64948579 4/1/99 3/1/29 $1,773.66 4/1/99 $260,000.00 $260,000.00 $259,797.17 R/T REFI
65024478 4/1/99 3/1/29 $2,231.36 4/1/99 $331,200.00 $331,200.00 $330,935.14 R/T REFI
65053052 4/1/99 3/1/29 $1,970.79 4/1/99 $300,000.00 $299,747.96 $299,747.96 PURCH
65194900 4/1/99 3/1/29 $1,556.64 4/1/99 $240,000.00 $240,000.00 $239,793.36 PURCH
65477103 4/1/99 3/1/29 $2,308.60 4/1/99 $347,000.00 $347,000.00 $346,715.57 PURCH
65480023 4/1/99 3/1/29 $2,341.29 4/1/99 $356,400.00 $356,100.59 $356,100.59 PURCH
65480121 3/1/99 2/1/29 $3,525.74 4/1/99 $536,700.00 $535,249.10 $534,789.89 PURCH
65554264 4/1/99 3/1/29 $1,860.66 4/1/99 $290,586.00 $290,586.00 $290,329.62 PURCH
65558049 4/1/99 3/1/29 $1,576.63 4/1/99 $240,000.00 $240,000.00 $239,798.37 PURCH
65584678 4/1/99 3/1/29 $1,596.73 4/1/99 $240,000.00 $240,000.00 $239,803.27 R/T REFI
65707478 4/1/99 3/1/29 $1,459.91 4/1/99 $228,000.00 $228,000.00 $227,798.84 R/T REFI
65721306 4/1/99 3/1/29 $2,142.08 4/1/99 $299,000.00 $298,788.96 $298,788.96 R/T REFI
65797761 5/1/99 4/1/29 $2,213.17 4/1/99 $328,500.00 $328,500.00 $328,500.00 PURCH
65801032 4/1/99 3/1/29 $2,122.22 4/1/99 $315,000.00 $315,000.00 $314,748.09 PURCH
65805038 4/1/99 3/1/29 $2,636.40 4/1/99 $368,000.00 $368,000.00 $367,740.27 R/T REFI
65805984 4/1/99 3/1/29 $1,893.04 4/1/99 $277,500.00 $277,500.00 $277,283.52 C/O REFI
65808061 4/1/99 3/1/29 $2,120.66 4/1/99 $318,750.00 $318,750.00 $318,488.72 C/O REFI
65812743 4/1/99 3/1/29 $1,702.72 4/1/99 $249,600.00 $249,600.00 $249,405.28 R/T REFI
65829786 5/1/99 4/1/29 $1,596.73 4/1/99 $240,000.00 $240,000.00 $240,000.00 PURCH
65880412 4/1/99 3/1/29 $1,800.95 4/1/99 $264,000.00 $264,000.00 $263,794.05 R/T REFI
65895371 4/1/99 3/1/29 $2,721.89 4/1/99 $399,000.00 $399,000.00 $398,688.74 C/O REFI
65936752 4/1/99 3/1/29 $4,171.68 4/1/99 $604,000.00 $604,000.00 $603,540.40 C/O REFI
65937406 3/1/99 2/1/29 $4,093.91 4/1/99 $585,500.00 $585,065.47 $584,628.22 R/T REFI
65976720 5/1/99 4/1/29 $1,504.04 4/1/99 $228,950.00 $228,950.00 $228,950.00 PURCH
65989538 4/1/99 3/1/29 $2,831.18 4/1/99 $400,000.00 $399,541.67 $399,541.67 C/O REFI
66006902 4/1/99 3/1/29 $1,516.97 4/1/99 $240,000.00 $239,783.03 $239,783.03 PURCH
66008808 4/1/99 3/1/29 $1,568.08 4/1/99 $232,750.00 $232,563.87 $232,563.87 PURCH
66020905 4/1/99 3/1/29 $2,095.71 4/1/99 $315,000.00 $314,741.79 $314,741.79 R/T REFI
66022339 4/1/99 3/1/29 $1,556.64 4/1/99 $240,000.00 $240,000.00 $239,793.36 PURCH
66040094 5/1/99 4/1/29 $1,889.80 4/1/99 $284,050.00 $284,050.00 $284,050.00 PURCH
66150248 5/1/99 4/1/29 $2,412.25 4/1/99 $367,200.00 $367,200.00 $367,200.00 PURCH
66164893 5/1/99 4/1/29 $1,556.64 4/1/99 $240,000.00 $240,000.00 $240,000.00 PURCH
66171253 4/1/99 3/1/29 $2,141.59 4/1/99 $326,000.00 $326,000.00 $325,726.12 R/T REFI
66195322 5/1/99 4/1/29 $1,916.10 4/1/99 $291,675.00 $291,675.00 $291,675.00 PURCH
66210054 5/1/99 4/1/29 $2,012.43 4/1/99 $295,000.00 $292,299.45 $292,299.45 R/T REFI
66220556 5/1/99 4/1/29 $1,616.93 4/1/99 $240,000.00 $240,000.00 $240,000.00 C/O REFI
66315212 1/1/99 12/1/28 $1,650.15 4/1/99 $236,000.00 $235,471.27 $235,292.82 C/O REFI
66331927 4/1/99 3/1/29 $1,978.32 4/1/99 $290,000.00 $289,773.76 $289,773.76 R/T REFI
66332486 4/1/99 3/1/29 $1,556.64 4/1/99 $240,000.00 $239,792.59 $239,792.59 R/T REFI
66380031 4/1/99 3/1/29 $2,455.84 4/1/99 $360,000.00 $360,000.00 $359,719.16 C/O REFI
66382661 4/1/99 3/1/29 $2,076.67 4/1/99 $297,000.00 $297,000.00 $296,779.58 R/T REFI
66386047 5/1/99 4/1/29 $4,324.47 4/1/99 $650,000.00 $650,000.00 $650,000.00 PURCH
66386926 4/1/99 3/1/29 $1,958.66 4/1/99 $294,400.00 $294,057.67 $294,057.67 PURCH
66388741 4/1/99 3/1/29 $4,324.47 4/1/99 $650,000.00 $650,000.00 $649,467.20 PURCH
66397553 4/1/99 3/1/29 $2,728.71 4/1/99 $400,000.00 $400,000.00 $399,687.96 C/O REFI
66398096 4/1/99 3/1/29 $1,728.09 4/1/99 $256,500.00 $256,294.88 $256,294.88 R/T REFI
66404835 4/1/99 3/1/29 $3,798.72 4/1/99 $550,000.00 $550,000.00 $549,581.49 R/T REFI
66412307 4/1/99 3/1/29 $1,835.74 4/1/99 $269,100.00 $269,100.00 $268,890.07 PURCH
66435960 5/1/99 4/1/29 $1,705.45 4/1/99 $250,000.00 $250,000.00 $250,000.00 R/T REFI
66506565 4/1/99 3/1/29 $2,263.70 4/1/99 $336,000.00 $335,695.00 $335,695.00 R/T REFI
66555965 4/1/99 3/1/29 $1,740.44 4/1/99 $261,600.00 $260,032.63 $259,809.05 R/T REFI
66557437 4/1/99 3/1/29 $1,945.80 4/1/99 $300,000.00 $300,000.00 $299,741.70 PURCH
66564689 4/1/99 3/1/29 $2,182.79 4/1/99 $323,990.00 $323,990.00 $323,730.90 PURCH
66590850 4/1/99 3/1/29 $2,483.62 4/1/99 $355,200.00 $355,200.00 $354,936.38 R/T REFI
66593620 4/1/99 3/1/29 $4,177.06 4/1/99 $620,000.00 $620,000.00 $619,504.19 PURCH
66594863 5/1/99 4/1/29 $2,139.67 4/1/99 $302,300.00 $302,300.00 $302,300.00 PURCH
66596955 4/1/99 3/1/29 $2,142.04 4/1/99 $314,000.00 $314,000.00 $313,755.04 PURCH
66598044 5/1/99 4/1/29 $1,862.01 4/1/99 $266,300.00 $266,300.00 $266,300.00 R/T REFI
66608015 3/1/99 2/1/29 $2,950.89 4/1/99 $438,000.00 $437,649.74 $437,297.40 R/T REFI
66616361 4/1/99 3/1/29 $3,247.16 4/1/99 $476,000.00 $476,000.00 $475,628.67 PURCH
66643988 4/1/99 3/1/29 $1,986.39 4/1/99 $287,600.00 $286,904.34 $286,681.22 C/O REFI
66665639 4/1/99 3/1/29 $4,195.29 4/1/99 $600,000.00 $600,000.00 $599,554.71 PURCH
66666406 4/1/99 3/1/29 $2,496.33 4/1/99 $380,000.00 $380,000.00 $379,680.75 R/T REFI
66667828 4/1/99 3/1/29 $2,154.91 4/1/99 $312,000.00 $311,762.59 $311,762.59 PURCH
66667968 4/1/99 3/1/29 $2,073.70 4/1/99 $286,000.00 $286,000.00 $285,803.18 R/T REFI
66687446 4/1/99 3/1/29 $2,993.87 4/1/99 $450,000.00 $450,000.00 $449,631.13 R/T REFI
66728479 4/1/99 3/1/29 $2,377.05 4/1/99 $339,960.00 $339,960.00 $339,707.70 R/T REFI
66738440 4/1/99 3/1/29 $2,012.43 4/1/99 $295,000.00 $295,000.00 $294,769.86 R/T REFI
66739721 4/1/99 3/1/29 $1,929.38 4/1/99 $290,000.00 $290,000.00 $289,762.29 PURCH
66740258 4/1/99 3/1/29 $2,829.62 4/1/99 $420,000.00 $419,664.13 $419,664.13 PURCH
66740908 4/1/99 3/1/29 $2,636.60 4/1/99 $396,300.00 $395,975.15 $395,975.15 PURCH
66740941 5/1/99 4/1/29 $2,450.38 4/1/99 $359,200.00 $359,200.00 $359,200.00 PURCH
66748933 4/1/99 3/1/29 $2,295.30 4/1/99 $345,000.00 $345,000.00 $344,717.20 PURCH
66751454 4/1/99 3/1/29 $2,172.93 4/1/99 $307,000.00 $307,000.00 $306,777.80 R/T REFI
66752850 4/1/99 3/1/29 $2,762.71 4/1/99 $400,000.00 $399,695.62 $399,695.62 C/O REFI
66832039 4/1/99 3/1/29 $2,810.57 4/1/99 $412,000.00 $412,000.00 $411,678.60 PURCH
66832471 4/1/99 3/1/29 $2,916.77 4/1/99 $444,000.00 $444,000.00 $443,626.98 PURCH
66838011 4/1/99 3/1/29 $1,862.40 4/1/99 $283,500.00 $283,500.00 $283,261.82 PURCH
66841143 4/1/99 3/1/29 $3,045.21 4/1/99 $452,000.00 $452,000.00 $451,638.54 PURCH
66842000 4/1/99 3/1/29 $2,544.52 4/1/99 $373,000.00 $373,000.00 $372,709.02 R/T REFI
66845084 4/1/99 3/1/29 $2,005.60 4/1/99 $294,000.00 $294,000.00 $293,770.65 PURCH
66845505 5/1/99 4/1/29 $2,291.22 4/1/99 $316,000.00 $316,000.00 $316,000.00 PURCH
66929318 5/1/99 4/1/29 $3,047.61 4/1/99 $441,250.00 $441,250.00 $441,250.00 R/T REFI
66929334 4/1/99 3/1/29 $1,876.16 4/1/99 $282,000.00 $282,000.00 $281,768.84 R/T REFI
66951313 4/1/99 3/1/29 $1,830.29 4/1/99 $265,000.00 $264,798.36 $264,798.36 C/O REFI
66951895 5/1/99 4/1/29 $2,728.71 4/1/99 $400,000.00 $400,000.00 $400,000.00 PURCH
66952310 5/1/99 4/1/29 $1,957.00 4/1/99 $297,900.00 $297,900.00 $297,900.00 PURCH
66952603 4/1/99 3/1/29 $2,918.70 4/1/99 $450,000.00 $450,000.00 $449,612.55 PURCH
66952638 5/1/99 4/1/29 $2,442.91 4/1/99 $362,600.00 $362,600.00 $362,600.00 R/T REFI
66952930 5/1/99 4/1/29 $2,157.05 4/1/99 $316,200.00 $316,200.00 $316,200.00 R/T REFI
<PAGE>
<CAPTION>
LOAN# DOC APPRAISAL RTRM CLTV
----- --- --------- ---- ----
<S> <C> <C> <C> <C>
20483624 FULL $ 485,000.00 311 79.4
21822328 FULL $ 480,000.00 337 49.5
5000001767 RAPD $ 686,000.00 359 60.3
5000002088 RAPD $ 950,000.00 359 59.5
5000002450 RAPD $ 465,000.00 359 69.9
5000004779 RAPD $ 675,000.00 359 51.3
5000011220 FULL $ 415,000.00 360 80.0
5000012640 RAPD $ 396,000.00 360 85.0
5000013648 RAPD $ 470,000.00 360 80.0
5000015106 RAPD $ 388,000.00 359 79.8
5000015213 RAPD $ 450,000.00 359 71.6
5000022177 RAPD $ 650,000.00 360 68.3
5000022318 RAPD $ 340,000.00 359 79.4
5000022870 FULL $ 361,000.00 360 80.0
5000022961 RAPD $ 340,000.00 359 78.0
5000023514 FULL $ 625,000.00 360 72.3
5000023548 RAPD $ 520,000.00 359 75.7
5000024512 RAPD $ 399,000.00 359 79.9
5000024702 RAPD $ 725,000.00 359 46.6
5000025592 RAPD $ 344,000.00 359 90.0
5000027812 RAPD $ 390,000.00 359 78.5
5000027861 FULL $ 580,000.00 360 80.0
5000028000 FULL $ 353,000.00 360 80.0
5000028844 RAPD $ 508,000.00 359 61.8
5000029685 FULL $ 300,000.00 359 95.0
5000030501 RAPD $ 437,000.00 359 63.5
5000030618 FULL $ 365,000.00 359 80.0
5000031574 FULL $ 420,000.00 360 73.8
5000034578 FULL $ 257,000.00 360 95.0
5000036177 FULL $ 402,500.00 359 74.8
5000036185 FULL $ 340,000.00 359 86.9
5000036748 RAPD $ 630,000.00 359 64.1
5000036771 RAPD $ 371,000.00 359 90.0
5000036813 FULL $ 520,000.00 360 73.1
5000038371 FULL $ 760,000.00 359 80.0
5000038397 FULL $ 527,000.00 360 80.0
5000038405 RAPD $ 385,000.00 360 79.4
5000039098 FULL $ 350,000.00 360 80.0
5000039593 RAPD $ 425,000.00 359 80.0
5000040385 FULL $ 390,000.00 360 71.5
5000040856 RAPD $ 410,000.00 359 75.6
5000040914 RAPD $1,200,000.00 359 54.2
5000041250 FULL $ 440,500.00 359 79.5
5000041409 RAPD $ 483,000.00 360 75.4
5000041649 FULL $ 356,000.00 359 74.3
5000047984 FULL $ 535,000.00 359 79.9
5000075100 FULL $ 410,000.00 360 68.3
5000075621 RAPD $ 402,000.00 359 68.5
5000087709 FULL $ 775,000.00 359 67.7
5000092790 RAPD $ 495,000.00 359 79.9
5000092949 FULL $ 695,000.00 359 79.7
5000093772 RAPD $ 349,000.00 360 80.0
5000093905 FULL $ 840,000.00 360 58.6
5000094200 RAPD $ 661,000.00 359 80.0
5000095389 FULL $ 446,000.00 360 79.9
5000095876 RAPD $ 470,000.00 359 78.7
5000096619 FULL $ 555,000.00 360 69.7
5000096650 RAPD $ 523,000.00 359 74.9
5000096833 RAPD $ 405,000.00 359 68.6
5000097187 RAPD $ 850,000.00 359 75.0
5000097302 RAPD $ 640,000.00 359 68.7
5000100023 RAPD $ 665,000.00 359 79.9
5000100668 RAPD $ 395,000.00 359 79.7
5000101120 FULL $ 855,000.00 359 76.0
5000101781 RAPD $ 860,000.00 359 69.7
5000101955 RAPD $ 550,000.00 359 66.2
5000138494 FULL $ 480,000.00 360 75.0
5000138502 RAPD $ 503,000.00 360 75.8
5000138890 RAPD $ 800,000.00 360 73.0
5000139013 RAPD $ 875,000.00 359 38.2
5000139526 RAPD $ 337,000.00 360 90.0
5000141290 RAPD $ 323,000.00 360 80.0
5000141373 RAPD $ 840,000.00 360 59.9
5000180322 FULL $ 335,000.00 360 90.0
5000180736 RAPD $ 469,000.00 360 70.0
5000182575 RAPD $ 469,000.00 360 69.3
5000182591 RAPD $ 420,000.00 360 80.0
5000183029 RAPD $ 360,000.00 360 80.0
5000184597 RAPD $ 355,000.00 360 80.0
5000188374 FULL $ 690,000.00 360 50.7
5000196468 RAPD $ 725,000.00 360 69.0
5000197110 RAPD $ 400,000.00 360 79.5
5000215813 RAPD $ 485,000.00 360 74.7
5000227941 FULL $ 385,000.00 360 90.0
5000228162 RAPD $ 650,000.00 359 79.9
5000250893 FULL $1,215,000.00 359 53.4
5000252915 FULL $ 590,000.00 359 73.7
5000256692 FULL $1,400,000.00 359 39.3
5000258789 RAPD $ 526,000.00 359 57.0
5000259100 FULL $ 445,000.00 359 69.3
5000259498 FULL $ 542,000.00 359 80.0
5000259530 RAPD $ 869,000.00 359 50.3
5000262195 FULL $ 437,000.00 359 90.0
5000262773 FULL $ 710,000.00 360 74.8
5000263367 FULL $ 615,000.00 359 48.8
5000265206 RAPD $ 450,000.00 359 73.6
5000269380 FULL $ 398,000.00 360 79.9
5000270529 FULL $1,325,000.00 359 37.7
5000272509 RAPD $ 545,000.00 359 80.0
5000273689 RAPD $ 537,000.00 360 80.0
5000276369 FULL $ 400,000.00 360 73.8
5000284082 RAPD $ 370,000.00 359 89.8
5000287523 RAPD $ 630,000.00 360 67.5
5000287903 RAPD $ 700,000.00 360 52.1
5000287978 FULL $1,900,000.00 360 31.3
5000288158 RAPD $ 391,000.00 359 79.8
5000288422 RAPD $ 800,000.00 360 52.5
5000288521 FULL $ 500,000.00 360 52.7
5000289255 FULL $ 345,000.00 360 90.0
5000289305 FULL $ 750,000.00 360 48.0
5000289420 FULL $ 300,000.00 360 87.9
5000289776 FULL $ 675,000.00 359 72.6
5000290600 FULL $ 425,000.00 360 67.5
5000290733 RAPD $ 318,000.00 360 80.0
5000297217 FULL $ 520,000.00 360 80.0
5000297639 FULL $ 660,000.00 359 80.0
5000297746 FULL $ 455,000.00 359 60.4
5000299908 FULL $ 385,000.00 360 86.6
5000310762 RAPD $ 500,000.00 359 79.9
5000311307 RAPD $1,000,000.00 360 29.7
5000311687 RAPD $ 400,000.00 359 75.0
5000311968 RAPD $ 610,000.00 359 50.8
5000312024 RAPD $ 560,000.00 359 80.0
5000337575 FULL $ 370,000.00 359 84.9
5000347665 FULL $ 680,000.00 360 65.1
5000348077 FULL $ 535,000.00 359 64.9
5000348242 RAPD $ 901,000.00 359 57.0
5000348341 RAPD $ 325,000.00 359 80.0
5000348887 RAPD $ 330,000.00 359 89.9
5000348937 RAPD $ 600,000.00 359 66.5
5000356534 RAPD $ 325,000.00 360 80.0
5000358217 RAPD $ 334,000.00 359 85.0
5000360072 FULL $ 615,000.00 359 80.0
5000361229 FULL $ 475,000.00 360 63.2
5000361666 RAPD $ 335,000.00 360 90.0
5000365287 RAPD $ 390,000.00 359 74.3
5000367820 FULL $ 455,000.00 359 80.0
5000368489 FULL $ 346,000.00 360 80.0
5000400332 RAPD $ 600,000.00 359 75.0
5000400738 RAPD $ 426,000.00 359 79.9
5000400951 RAPD $ 750,000.00 359 64.9
5000400977 RAPD $ 600,000.00 359 75.0
5000401140 FULL $ 850,000.00 359 64.1
5000401199 RAPD $ 430,000.00 359 62.6
5000401256 RAPD $ 557,000.00 360 51.3
5000401744 RAPD $ 430,000.00 360 67.0
5000401934 RAPD $ 765,000.00 359 58.3
5000401967 RAPD $ 690,000.00 359 79.1
5000402163 RAPD $ 480,000.00 359 70.0
5000402569 RAPD $ 900,000.00 359 55.6
5000402809 RAPD $ 800,000.00 360 53.9
5000403047 RAPD $1,650,000.00 359 37.0
5000403112 FULL $ 337,000.00 359 74.8
5000403682 RAPD $ 370,000.00 359 69.7
5000404151 RAPD $2,450,000.00 360 26.5
5000404243 RAPD $ 515,000.00 359 58.3
5000404417 FULL $ 710,000.00 359 54.2
5000405752 FULL $ 526,000.00 359 79.9
5000406388 FULL $ 439,000.00 360 80.0
5000407196 RAPD $ 343,000.00 359 79.9
5000407543 RAPD $ 585,000.00 360 80.0
5000407907 FULL $ 323,000.00 359 90.0
5000407956 RAPD $ 510,000.00 359 70.2
5000407972 FULL $ 620,000.00 360 77.9
5000407980 FULL $ 435,000.00 359 67.3
5000408863 RAPD $ 700,000.00 359 51.4
5000408913 RAPD $1,100,000.00 359 48.9
5000408939 FULL $ 390,000.00 359 70.0
5000408962 RAPD $1,075,000.00 359 68.8
5000409069 RAPD $ 770,000.00 359 64.9
5000409119 FULL $1,685,000.00 359 38.6
5000409168 RAPD $ 335,000.00 359 79.9
5000409176 RAPD $ 540,000.00 359 80.0
5000409390 RAPD $ 875,000.00 359 63.2
5000409499 RAPD $1,015,000.00 359 64.0
5000409507 RAPD $ 495,000.00 359 68.3
5000409564 FULL $ 395,000.00 359 70.9
5000409739 RAPD $ 500,000.00 359 75.0
5000410679 RAPD $ 520,000.00 359 80.0
5000410976 RAPD $ 512,000.00 359 80.0
5000411545 RAPD $ 550,000.00 360 70.9
5000411602 RAPD $ 825,000.00 359 65.8
5000411974 RAPD $ 380,000.00 359 80.0
5000412154 RAPD $ 404,000.00 360 64.4
5000412188 RAPD $ 455,000.00 359 65.4
5000412303 RAPD $ 420,000.00 359 73.6
5000412394 RAPD $ 465,000.00 359 75.0
5000413566 RAPD $ 440,000.00 359 69.8
5000414259 RAPD $ 350,000.00 359 89.5
5000414705 RAPD $ 625,000.00 359 58.3
5000414713 RAPD $ 375,000.00 359 69.3
5000414820 RAPD $ 550,000.00 359 67.2
5000414960 FULL $ 335,000.00 359 80.0
5000415157 FULL $ 820,000.00 359 69.1
5000415207 FULL $ 358,000.00 359 79.9
5000415280 RAPD $ 425,000.00 359 79.7
5000415348 FULL $ 500,000.00 359 74.3
5000417054 FULL $ 620,000.00 360 64.5
5000417351 RAPD $ 640,000.00 359 74.2
5000417419 RAPD $ 825,000.00 359 66.7
5000417880 FULL $ 580,000.00 359 72.3
5000417922 RAPD $ 570,000.00 360 78.8
5000418268 RAPD $ 585,000.00 359 80.0
5000419837 RAPD $ 550,000.00 359 80.0
5000420223 FULL $ 550,000.00 359 68.5
5000420306 FULL $ 850,000.00 359 66.4
5000420603 RAPD $ 452,000.00 359 66.4
5000420785 RAPD $ 362,000.00 359 80.0
5000421122 RAPD $ 400,000.00 359 80.0
5000421338 RAPD $ 555,000.00 359 80.0
5000421379 FULL $ 400,000.00 359 71.5
5000421452 RAPD $ 485,000.00 359 69.6
5000421551 RAPD $ 492,000.00 359 56.6
5000421700 RAPD $ 565,000.00 359 54.9
5000422435 RAPD $ 600,000.00 360 52.7
5000422534 RAPD $ 360,000.00 359 80.0
5000423417 RAPD $ 400,000.00 359 80.0
5000423615 RAPD $ 385,000.00 359 79.9
5000425263 RAPD $ 380,000.00 359 73.6
5000438001 RAPD $ 400,000.00 359 74.8
5000438043 RAPD $ 516,000.00 359 67.9
5000438209 RAPD $ 485,000.00 359 70.7
5000438506 RAPD $ 370,000.00 359 80.0
5000438530 RAPD $ 408,000.00 359 79.9
5000438555 RAPD $ 627,000.00 359 79.9
5000438571 FULL $ 270,000.00 359 94.9
5000438639 RAPD $ 619,000.00 359 80.0
5000438712 RAPD $ 515,000.00 359 80.0
5000438910 RAPD $ 335,000.00 359 77.6
5000439298 RAPD $ 475,000.00 359 63.1
5000439363 RAPD $ 700,000.00 359 77.8
5000439397 RAPD $ 560,000.00 359 74.7
5000447713 RAPD $1,300,000.00 359 48.0
5000448117 RAPD $ 650,000.00 359 78.1
5000449552 RAPD $ 457,000.00 359 74.4
5000449693 RAPD $ 350,000.00 359 80.0
5000449735 RAPD $ 890,000.00 359 71.7
5000451673 FULL $1,260,000.00 359 39.7
5000455468 RAPD $ 448,000.00 359 77.0
5000455518 RAPD $ 675,000.00 360 57.3
5000455625 RAPD $ 440,000.00 359 63.5
5000455658 FULL $ 480,000.00 359 61.0
5000455666 RAPD $ 600,000.00 359 44.2
5000455674 RAPD $ 565,000.00 359 67.4
5000455690 RAPD $ 450,000.00 359 57.7
5000456060 RAPD $ 400,000.00 359 79.9
5000456078 RAPD $ 650,000.00 360 73.0
5000456219 RAPD $ 775,000.00 360 75.0
5000456417 FULL $ 510,000.00 359 78.5
5000456433 RAPD $ 580,000.00 359 70.7
5000456573 FULL $ 390,000.00 359 79.9
5000456581 RAPD $ 650,000.00 359 80.0
5000456631 RAPD $ 425,000.00 359 62.4
5000456698 RAPD $ 360,000.00 359 72.7
5000456763 RAPD $ 350,000.00 359 89.9
5000456870 RAPD $ 475,000.00 360 75.0
5000457241 FULL $ 425,000.00 359 80.0
5000458231 RAPD $ 435,000.00 360 75.9
5000465095 FULL $ 623,000.00 359 49.8
5000465442 FULL $ 721,000.00 359 45.1
5000466408 RAPD $ 375,000.00 359 79.9
5000466937 RAPD $ 410,000.00 359 80.0
5000467430 RAPD $ 290,000.00 359 95.0
5000467554 FULL $ 620,000.00 359 74.8
5000468701 RAPD $ 645,000.00 360 78.9
5000468792 FULL $ 380,000.00 359 75.0
5000485747 FULL $ 750,000.00 360 75.0
5000485754 RAPD $ 565,000.00 359 76.7
5000485945 FULL $ 500,000.00 359 79.8
5000495688 RAPD $ 552,000.00 359 80.0
5000498609 RAPD $ 710,000.00 360 54.4
5000540095 FULL $1,050,000.00 360 46.7
5000541432 RAPD $ 370,000.00 360 80.0
5000549112 RAPD $ 359,000.00 360 80.0
5000565274 FULL $ 715,000.00 360 62.9
62674749 RAPD $ 765,000.00 360 79.9
63238811 RAPD $ 400,000.00 359 80.0
63376776 RAPD $ 400,000.00 359 72.9
63609525 RAPD $ 368,000.00 360 70.6
63611791 RAPD $ 400,000.00 359 80.0
64232387 FULL $ 355,000.00 360 67.6
64559688 RAPD $ 394,000.00 359 89.8
64599035 RAPD $ 370,000.00 360 80.0
64599850 RAPD $ 340,000.00 359 77.0
64615464 RAPD $ 298,000.00 359 80.0
64806821 RAPD $ 290,000.00 359 79.9
64838811 RAPD $ 586,000.00 359 41.0
64911489 RAPD $ 448,000.00 360 55.5
64918190 RAPD $ 465,000.00 359 69.2
64921786 RAPD $ 385,000.00 360 74.7
64948579 RAPD $ 325,000.00 359 80.0
65024478 RAPD $ 525,000.00 359 63.1
65053052 RAPD $ 610,000.00 359 49.2
65194900 RAPD $ 370,000.00 359 66.7
65477103 RAPD $ 465,000.00 359 76.9
65480023 RAPD $ 448,000.00 359 79.5
65480121 RAPD $ 673,000.00 358 79.8
65554264 FULL $ 331,500.00 359 90.0
65558049 FULL $ 275,000.00 359 87.3
65584678 RAPD $ 355,000.00 359 67.6
65707478 RAPD $ 285,000.00 359 80.0
65721306 FULL $ 400,000.00 359 74.7
65797761 FULL $ 365,000.00 360 90.0
65801032 RAPD $ 350,000.00 359 90.0
65805038 RAPD $ 460,000.00 359 80.0
65805984 RAPD $ 370,000.00 359 75.0
65808061 RAPD $ 425,000.00 359 75.0
65812743 RAPD $ 315,000.00 359 79.2
65829786 FULL $ 355,000.00 360 68.6
65880412 FULL $ 385,000.00 359 68.6
65895371 RAPD $ 570,000.00 359 70.0
65936752 RAPD $ 850,000.00 359 71.1
65937406 FULL $ 770,000.00 358 76.0
65976720 FULL $ 243,000.00 360 95.0
65989538 FULL $ 650,000.00 359 61.5
66006902 RAPD $ 356,000.00 359 67.5
66008808 RAPD $ 245,000.00 359 94.9
66020905 RAPD $ 700,000.00 359 45.0
66022339 RAPD $ 303,000.00 359 79.5
66040094 FULL $ 299,000.00 360 95.0
66150248 FULL $ 459,000.00 360 80.0
66164893 RAPD $ 273,000.00 360 88.0
66171253 RAPD $ 394,000.00 359 82.7
66195322 RAPD $ 390,000.00 360 75.0
66210054 FULL $ 415,000.00 360 70.4
66220556 FULL $ 525,000.00 360 45.7
66315212 RAPD $ 315,000.00 356 74.8
66331927 FULL $ 330,000.00 359 89.8
66332486 FULL $ 365,000.00 359 65.7
66380031 FULL $ 540,000.00 359 66.7
66382661 FULL $ 330,000.00 359 90.0
66386047 FULL $1,200,000.00 360 54.2
66386926 FULL $ 368,000.00 359 79.9
66388741 FULL $ 860,000.00 359 75.8
66397553 RAPD $ 575,000.00 359 69.6
66398096 RAPD $ 600,000.00 359 42.8
66404835 RAPD $ 745,000.00 359 73.8
66412307 FULL $ 299,000.00 359 90.0
66435960 RAPD $ 469,000.00 360 53.3
66506565 RAPD $ 590,000.00 359 56.9
66555965 FULL $ 327,000.00 359 79.5
66557437 RAPD $ 430,000.00 359 69.8
66564689 FULL $ 361,000.00 359 90.0
66590850 RAPD $ 600,000.00 359 59.2
66593620 FULL $ 775,000.00 359 80.0
66594863 FULL $ 348,000.00 360 90.0
66596955 RAPD $ 393,000.00 359 80.0
66598044 FULL $ 335,000.00 360 79.5
66608015 FULL $ 575,000.00 358 76.1
66616361 FULL $ 615,000.00 359 80.0
66643988 RAPD $ 440,000.00 359 65.2
66665639 RAPD $ 912,000.00 359 65.8
66666406 FULL $ 494,000.00 359 76.9
66667828 RAPD $ 395,000.00 359 79.9
66667968 FULL $ 357,500.00 359 80.0
66687446 FULL $ 900,000.00 359 50.0
66728479 FULL $ 785,000.00 359 43.3
66738440 RAPD $ 435,000.00 359 67.8
66739721 FULL $ 362,500.00 359 80.0
66740258 RAPD $ 525,000.00 359 79.9
66740908 RAPD $ 497,000.00 359 79.9
66740941 RAPD $ 449,000.00 360 80.0
66748933 RAPD $ 650,000.00 359 53.5
66751454 FULL $ 420,000.00 359 73.1
66752850 RAPD $ 600,000.00 359 66.6
66832039 RAPD $ 540,000.00 359 79.7
66832471 RAPD $ 560,000.00 359 80.0
66838011 FULL $ 315,000.00 359 90.0
66841143 FULL $ 565,000.00 359 80.0
66842000 RAPD $ 485,000.00 359 76.9
66845084 RAPD $ 500,000.00 359 70.0
66845505 RAPD $ 395,000.00 360 80.0
66929318 RAPD $ 675,000.00 360 65.4
66929334 FULL $ 384,000.00 359 73.4
66951313 RAPD $ 395,000.00 359 67.0
66951895 RAPD $ 450,000.00 360 88.9
66952310 RAPD $ 331,000.00 360 90.0
66952603 RAPD $ 640,000.00 359 70.3
66952638 FULL $ 460,000.00 360 78.8
66952930 FULL $ 750,000.00 360 42.2
Total Loans 380
Sched UPB $139,380,008.24
WAC 7.113
WAM 359.1
WOLTV 71.4
</TABLE>
<PAGE>
EXHIBIT D-2
NMC MORTGAGE LOAN SCHEDULE
<TABLE>
NBMC - 30Yr Fixed Bank of America Mortgage Securities Inc., Series 1999-4
<CAPTION>
LOAN# ADDRESS CITY ST ZIP OCC PROP TERM LTV RATE
----- ------- ---- -- --- --- ---- ---- --- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
21879952 2870 BLUE JAY WAY LAFAYETTE CO 80026 Primary PUD 360 85.0 7.000
22079040 7915 XAVIER COURT DALLAS TX 75218 Primary PUD 360 80.0 6.750
22173777 7960 GRADO EL TUPE CARLSBAO CA 92009 Primary SFR 360 80.0 7.250
22247597 1202N LIONS GATE DRIV MEMPHIS TN 38116 Primary PUD 360 82.1 7.375
22334510 65 AMBLESIDE COU DANVILLE CA 94526 Primary SFR 360 76.5 7.625
22515753 1754 NAVAJA ROAD EL CAJON CA 92020 Primary SFR 360 68.1 7.000
22538839 876 CONLEY DRIVE ELBURN IL 60119 Primary SFR 360 90.0 7.500
22585707 279 FAIRVIEW RD OJAI CA 93023 Primary SFR 360 80.0 6.875
22587760 5716 OLD FOREST LA WARRENTON VA 20187 Primary SFR 351 76.4 6.875
22608509 404 HIBLER WOODS CT CREVE COEUR MO 63141 Primary PUD 360 80.0 7.250
22619936 98 MENDOSA AVE SAN FRANCIS CA 94116 Primary PUD 360 63.0 7.000
22620157 4926E 92ND STREET SOU TULSA OK 74137 Primary PUD 360 80.0 7.000
22621809 2140 WEST DICKENS CHICAGO IL 60647 Primary SFR 360 67.4 7.250
22627764 221 NAVAJO COURT MORGANVILLE NJ 7751 Primary SFR 360 80.0 7.125
22630842 6721 GRAY WOLF DRI PLANO TX 75024 Primary SFR 360 80.0 7.000
22632624 7614 PENINSULAR DR SARASOTA FL 34231 Primary SFR 360 80.0 7.500
22646392 10 CENTER PLACE TYBEE ISLAN GA 31328 Primary SFR 360 69.0 7.250
22647523 857 CARNELLIAN LANE PEACHTREE C GA 30269 Primary PUD 360 74.1 7.125
22651020 11630 SPOTTED HORSE FOUNTAIN HI AZ 85268 Primary SFR 360 76.1 7.250
22652333 1850 ESTATES PARKW LUCAS TX 75002 Primary SFR 360 80.0 7.000
22653356 2007 HIGH CANYON ROA LOUISVILLE KY 40207 Primary SFR 360 80.0 7.000
22653489 531 CLEVELAND ROA LEXINGTON KY 40515 Primary SFR 360 88.9 7.250
22653570 548 SUNNYSIDE DRI LOUISVILLE KY 40206 Primary SFR 360 61.9 7.250
22653968 3000 WEATHERTON DR BIRMINGHAM AL 35223 Primary SFR 360 78.4 6.875
22654222 334 RAVINE PARK D LAKE FOREST IL 60045 Primary SFR 360 80.0 7.250
22659049 2905 VASSAR DR BOULDER CO 80303 Primary SFR 360 75.0 7.000
22659908 21 ASHLEY DR HOLMDEL NJ 7733 Primary SFR 360 80.0 7.000
22662001 971 AGATE COURT INCLINE VIL NV 89451 Primary SFR 360 79.1 7.000
22663165 2711 GLENMONT DRIVE JACKSON TOW OH 44708 Primary SFR 360 78.2 7.250
22664130 2431 GLEN OAKS COU ATLANTA GA 30345 Primary SFR 360 72.0 7.000
22664932 3853 SIOUX AVENUE SAN DIEGO CA 92117 Primary SFR 360 79.2 7.000
22664965 25W226 OLD PLANK RD NAPERVILLE IL 60563 Primary SFR 360 79.0 7.500
22665004 37 DRYDEN DRIVE POQUOSON VA 23662 Primary SFR 360 82.1 7.000
22666390 4827 V STREET NW WASHINGTON DC 20007 Primary SFR 360 64.9 7.125
22667927 5960 MCFARLAND DRIVE PLANO TX 75093 Primary PUD 360 80.0 7.000
22668081 3599 CAMINO ARENA CARLSBAD CA 92009 Primary PUD 360 69.9 6.750
22668495 11224 CHAPEL ROAD FAIRFAX STA VA 22039 Primary SFR 360 78.8 7.125
22668800 17677 LASIANDRA DR WILDWOOD MO 63005 Primary PUD 360 80.0 6.750
22668867 5993 169TH AVE SE BELLEVUE WA 98006 Primary PUD 360 80.0 7.000
22669162 31452 N BERMUDA DUNES EVERGREEN CO 80439 Primary PUD 360 90.0 7.250
22670178 19 POPLAR HILL ROA LOUISVILLE KY 40207 Primary SFR 360 54.2 7.250
22670830 600 KENTMORR ROAD STEVENSVILL MD 21666 Primary SFR 360 82.5 7.250
22672232 8306 LAUREL BOWIE BOWIE MD 20715 Primary SFR 360 80.0 6.875
22675599 850 KINGS CROSSIN CONCORD NC 28027 Primary SFR 360 78.3 6.875
22683692 1065 RANKIN DRIVE MILPITAS CA 95035 Primary SFR 360 80.0 7.250
22687594 1101 BRYNLAWN ROAD VILLANOVA PA 19085 Primary SFR 360 69.1 7.500
22688063 10034 SCENIC VIEW T VIENNA VA 22182 Primary PUD 360 80.0 7.125
22688402 23229 OAK GLEN LANE BONITA SPRI FL 34135 Secondary PUD 360 79.8 7.125
22689954 660 INSPIRATION D ZEPHYR COVE NV 89448 Primary SFR 360 57.1 6.875
22690804 2137 SUTTON PLACE PLANO TX 75093 Primary PUD 360 79.5 7.250
22692065 10626 CHILLINGHAM D LAS VEGAS NV 89123 Primary PUD 360 95.0 7.250
22693733 2463 CIRCLEWOOD RD ATLANTA GA 30345 Primary SFR 360 87.3 7.000
22694368 2138 ROYAL RD CORDELE GA 31015 Primary SFR 360 80.0 8.000
22697734 5688S DEPEW CIRCLE LITTLETON CO 80123 Primary PUD 360 74.0 7.125
22697932 3741 BRIARCLIFF TRAC OWENSBORO KY 42303 Primary SFR 360 76.1 6.875
22700579 140 ALQUEZAR DRIV EDWARDS CO 81632 Secondary PUD 360 27.8 7.000
22700611 2711 BRADBURY COUR DAVIDSONVIL MD 21035 Primary PUD 360 75.4 7.000
22700645 3707 OLD LASSITER RALEIGH NC 27609 Primary SFR 360 75.0 6.875
22701783 120 DENNIS DR BENSENVILLE IL 60106 Primary SFR 360 84.0 7.000
22701825 7502 PINE KNOLL CIRC PROSPECT KY 40059 Primary PUD 360 51.9 7.125
22702138 1 OAK MEADOW RO LINCOLN MA 1773 Primary SFR 360 80.0 7.000
22703995 2013 WESTVIEW DR FORT COLLIN CO 80524 Primary SFR 360 75.4 7.000
22704282 6120 BENTLEY AVE WILLOWBROOK IL 60514 Primary SFR 360 69.8 7.125
22704381 12817 N SUMMIT RIDGE PARKER CO 80138 Primary SFR 360 75.9 7.000
22704423 248 S OLD CREEK RD VERNON HILL IL 60061 Primary SFR 360 72.2 7.125
22704654 2474 TUSCANY WAY FULLERTON CA 92835 Primary PUD 360 62.6 7.375
22704720 15104 EMORY LN ROCKVILLE MD 20853 Primary SFR 360 80.0 6.875
22705479 10347 S LONGWOOD DR CHICAGO IL 60643 Primary SFR 360 72.1 6.875
22705883 2425 REMINGTON DR WEST LINN OR 97068 Primary SFR 360 74.7 7.250
22706485 525 W SYCAMORE ST VERNON HILL IL 60061 Primary PUD 360 80.0 7.500
22706857 6211 LEDGE MOUNTAI AUSTIN TX 78731 Primary SFR 360 65.5 7.125
22707210 17130 W 53RD AVE GOLDEN CO 80403 Primary SFR 360 80.0 7.125
22707442 6380 FORESTER DRIV HUNTINGTON CA 92648 Primary PUD 360 40.3 7.375
22708416 18801 RIVER FALLS D DAVIDSON NC 28036 Primary PUD 360 80.0 6.875
22708580 337 W KINGS HIGHWAY HADDONFIELD NJ 8033 Primary SFR 360 80.0 7.000
22708614 5 PARSONAGE OAK PARKTON MD 21120 Primary SFR 360 75.0 7.375
22708648 2123 STRATFORD GLENVIEW IL 60025 Primary SFR 360 62.4 7.000
22709745 5717 WYNSTONE DRIV EDMOND OK 73034 Primary PUD 360 80.0 7.250
22709836 2 LIMEWOODS DR SAUGUS MA 1906 Primary SFR 300 79.5 7.500
22709869 31 W. 300 HEAY DUNDEE POST IL 60118 Primary SFR 360 73.3 7.125
22710214 3764 MIGUELS LANE LAS VEGAS NV 89120 Primary PUD 360 89.0 7.000
22710552 1418 WESLEY AVE OCEAN CITY NJ 8226 Secondary SFR 360 80.0 6.750
22710701 8219 SILVERLINE DR FAIRFAX STA VA 22039 Primary PUD 360 80.0 7.000
22710750 1244 CARNAHAN COUR MONUMENT CO 80132 Primary PUD 360 80.0 6.750
22710933 1501 E LAYTON AVE ENGLEWOOD CO 80110 Primary SFR 360 52.1 6.750
22711089 23 POINT COMFORT COLUMBIA SC 29209 Primary PUD 360 80.0 6.750
22711113 12648 CAMINITO DEST SAN DIEGO CA 92130 Primary PUD 360 75.6 6.750
22711238 40 AMBROSE DRIVE HUDSON OH 44236 Primary SFR 360 89.3 7.250
22711253 9419 PARKWOOD AVEN DOUGLASVILL GA 30135 Primary SFR 360 81.7 7.750
22711733 219 ASPEN MEADOWS EDWARDS CO 81632 Primary PUD 360 44.3 7.250
22711808 8049 9TH ST WAY NO OAKDALE MN 55128 Primary SFR 360 89.9 7.000
22711980 715 E GREENBRIAR LA SCHAUMBURG IL 60193 Primary SFR 360 58.2 7.000
22712087 3 WYNDAM COURT LUTHERVILLE MD 21093 Primary SFR 360 71.4 7.125
22712178 110 DEERPATH DRIV OLDSMAR FL 34677 Primary PUD 360 74.3 7.000
22712277 401 OAK BROOK DRIVE LUCAS TX 75002 Primary SFR 360 79.8 7.125
22712400 26 PINEHURST LN HALF MOON B CA 94019 Primary SFR 360 80.0 7.250
22712756 6905 WILSON LN BETHESDA MD 20817 Primary SFR 360 75.0 6.375
22713549 3008 VERO DRIVE HIGHLAND MI 48356 Primary SFR 360 50.0 7.000
22713721 2017 HIDDEN RANCH JACKSON WY 83001 Secondary SFR 360 80.0 7.625
22713739 5295 CROSS CREEK L RENO NV 89511 Primary PUD 360 51.8 7.375
22714240 13540 SAMANTHA AVE SAN DIEGO CA 92129 Primary SFR 360 87.3 7.125
22714489 2185 WYNDTREE LANE MALVERN PA 19355 Primary SFR 360 70.0 7.250
22714570 215 LOCUST ST DENVER CO 80220 Primary SFR 360 67.4 6.875
22714885 3256 MUIRFIELD DR COLORADO SP CO 80907 Primary SFR 360 69.5 7.375
22714919 14305 SAND HILL RD POWAY CA 92064 Primary SFR 360 79.8 7.125
22714950 305 LENAPE FARM L WEST CHESTE PA 19382 Primary SFR 360 66.7 6.500
22715056 725 WHITEMERE COU ATLANTA GA 30327 Primary SFR 360 73.6 7.125
22715080 65 LIZA CIRCLE SIMPSONVILL KY 40067 Primary SFR 360 66.9 7.000
22715239 101 DAVIS DR NORTH WALES PA 19454 Primary SFR 360 74.6 7.250
22715254 4111 WAXHAW-MARVIN R WAXHAW NC 28173 Primary SFR 360 74.0 6.875
22715379 2126 GLENHURST RD STLOUIS PAR MN 55416 Primary SFR 360 80.0 7.250
22715494 2642 SE232 PLACE ISSAQUAH WA 98029 Primary SFR 360 80.0 7.000
22715528 1801 WALNUT RIDGE CHARLOTTESV VA 22911 Primary SFR 360 79.0 6.625
22716047 425 VERDI LANE ATLANTA GA 30350 Primary PUD 360 73.6 6.875
22716286 4395 NORTH SHORE DR ORONO MN 55364 Primary SFR 360 77.8 7.000
22716344 108 NORTHBROOK WA GREENVILLE SC 29615 Primary SFR 360 71.1 7.000
22716567 2069 BLUE WATER DR FRUITA CO 81521 Primary PUD 360 69.9 6.875
22716625 42675 KITCHEN PRIM ASHBURN VA 20148 Primary PUD 360 80.0 6.750
22716690 315 S LEE STREET ALEXANDRIA VA 22314 Primary SFR 360 66.7 6.750
22716815 3616 FLINTSTONE DR PLANO TX 75074 Primary SFR 360 80.0 7.125
22717102 18 GERMAINE PLAC NOVATO CA 94949 Primary SFR 360 64.8 7.500
22717367 17330 SWGRANDVIEW CT LAKE OSWEGO OR 97034 Primary SFR 360 80.0 6.625
22717581 151 LAKESHORE LP BRECKENRIDG CO 80424 Secondary SFR 360 63.2 6.875
22718050 526 JARDEN RD WYNDMOOR PA 19038 Primary SFR 360 74.1 6.625
22719066 2508 CALUMET DRIVE VIRGINIA BE VA 23456 Primary PUD 360 95.0 7.125
22719157 3513 ALAMANCE DRIV RALEIGH NC 27609 Primary SFR 360 71.4 6.875
22720080 415 AMBER LANE WOODSTOCK GA 30189 Primary PUD 360 80.0 7.000
22720130 3010 BELLINGRATH B ROSWELL GA 30076 Primary PUD 360 80.0 7.000
22720486 7124 APEX BARBECUE APEX NC 27502 Primary SFR 360 88.4 6.750
22720510 79 LAUREL RIDGE KILLINGWORT CT 6419 Primary SFR 360 80.0 7.375
22720544 1105 VERNON SPRING ATLANTA GA 30327 Primary SFR 360 80.0 6.875
22720775 17994 KETTLE RIVER LAKEVILLE MN 55044 Primary SFR 360 87.9 7.500
22720940 109 DAVIS HILL RD WESTON CT 6883 Primary SFR 360 49.7 7.125
22720957 4618 CARMEL ROAD CHARLOTTE NC 28226 Primary SFR 360 64.4 6.750
22721161 920 ACADEMY LN BRYN MAWR PA 19010 Primary SFR 360 78.0 7.250
22721427 56 WALLACE WAY SAN RAFAEL CA 94903 Primary SFR 360 75.0 7.000
22721435 20960 MONTEREY AVE PRIOR LAKE MN 55372 Primary SFR 360 76.9 7.625
22721690 7215 HUNTERS RUN DRI PROSPECT KY 40059 Primary SFR 360 80.0 7.000
22721757 3501 W 154TH STREET LEASWOOD KS 66224 Primary SFR 360 79.9 7.125
22721807 3030 W MAGNOLIA BLVD SEATTLE WA 98199 Primary SFR 360 73.0 7.125
22722359 12457 SWEDGECLIFF RD PORTLAND OR 97219 Primary SFR 360 28.6 7.000
22723464 5501 SWDELKER RD TUALATIN OR 97062 Primary SFR 360 54.5 6.875
22723720 96 STOCKBURGER R EAST HADDAM CT 6469 Primary SFR 360 75.0 7.500
22723969 2716 MT OLIVE COUR MT ARIY MD 21771 Primary SFR 360 90.0 7.250
22724041 1411 STONEBRIDGE DR GRETNA LA 70053 Primary SFR 360 69.8 7.000
22724058 4208 INGOMAR STREET WASHINGTON DC 20015 Primary SFR 360 77.2 7.375
22724207 1138 CLUBHOUSE DRI BROOMFIELD CO 80020 Primary PUD 360 93.8 7.375
22724488 294 OVERLOOK CIRC DAWSONVILLE GA 30534 Primary SFR 360 80.0 6.875
22724686 3603 CAMINO ARENA CARLSBAD CA 92009 Primary SFR 360 80.0 7.500
22724959 145 15TH STREET ATLANTA GA 30309 Primary Condo 360 80.0 6.875
22725022 2250 N WAYNE AVENUE CHICAGO IL 60614 Primary SFR 360 56.6 7.125
22725162 8173 PEAKVIEW CT FORT COLLIN CO 80525 Primary PUD 360 80.0 7.000
22725212 3 LEWIS POINT R FAIR HAVEN NJ 7704 Primary SFR 360 75.0 6.875
22725618 6953 LIONSHEAD PAR LITTLETON CO 80124 Primary PUD 360 79.2 6.875
22725683 1515 EAST VALLEY R SANTA BARBA CA 93108 Primary Condo 360 62.6 7.000
22725717 1318 TIMBERLY LANE MCLEAN VA 22102 Primary PUD 360 80.0 6.875
22725774 1503 WOODACRE DRIV MCLEAN VA 22101 Primary SFR 360 78.5 6.500
22725956 1957 TURNBERRY COU FINKSBURG MD 21048 Primary PUD 360 80.0 7.000
22726327 16008 FIELDS END CO WOODBINE MD 21797 Primary SFR 360 89.8 7.250
22726442 8040SW54 COURT MIAMI FL 33143 Primary SFR 360 70.0 7.125
22726764 1081 MARION STREET DENVER CO 80218 Primary SFR 360 80.0 6.875
22726863 852 SOUTHERN SHOR PEACHTREE C GA 30269 Primary SFR 360 78.1 6.875
22727168 3064 RUNDELAC ROAD ANNAPOLIS MD 21403 Primary SFR 360 61.3 7.250
22727366 1945 MACARTHUR DRI MCLEAN VA 22101 Primary SFR 360 80.0 7.250
22727374 10 TALL OAK LN WEST LAFAYE IN 47906 Primary SFR 360 67.1 7.000
22728281 203 BLAIR VALLEY DR MARIETTA GA 30060 Primary SFR 360 80.0 6.875
22728877 250 SPRINGHOUSE L MOORESTOWN NJ 8057 Primary SFR 360 78.6 7.375
22729230 740 MARION STREET DENVER CO 80218 Primary SFR 360 70.0 7.125
22729768 11612 QUARTERFIELD DR ELLICOTT CI MD 21042 Primary SFR 360 66.2 7.250
22730550 913 RIVERKNOLLS DAVIDSONVIL MD 21035 Primary SFR 360 71.8 7.250
22730881 13056 SE222ND AVE BORING OR 97009 Primary SFR 360 43.0 7.000
22730964 609 WHISPERING PINE PITTSBURGH PA 15238 Primary SFR 360 48.9 6.875
22731061 3 SPINO COURT VOORHEES NJ 8043 Primary SFR 360 78.1 7.125
22731244 18 DEER WOODS CO GLEN ARM MD 21057 Primary PUD 360 78.2 7.125
22731798 2418 19TH STREET N WASHINGTON DC 20009 Primary Condo 360 80.0 7.500
22733570 2002 JORDAN TERRAC BUFFALO GRO IL 60089 Primary SFR 360 80.0 7.125
22733711 2998 ROWE CREEK LANE HAYES VA 23072 Primary SFR 360 77.9 6.750
22733836 1219 E LAKE SAM ISSAQUAH WA 98027 Primary SFR 360 90.0 7.000
22734016 5604 WILLOW VALLEY CLIFTON VA 20124 Primary PUD 360 80.0 7.125
22734602 189 OVERLOOK LANE BOULDER CO 80302 Primary SFR 360 80.0 7.125
22735021 5977 NELSON RD LONGMONT CO 80503 Primary SFR 360 60.9 7.000
22735534 2517 SOUTHGATE BLV HOUSTON TX 77030 Primary SFR 360 80.0 7.000
22735641 2211 BELLAIRE STRE DENVER CO 80207 Primary SFR 360 75.0 7.125
22736177 2360 STEEPLE CHASE ROSWELL GA 30076 Primary PUD 360 68.4 6.875
22736284 14310 MT. OAK ROAD MITCHELLVIL MD 20721 Primary SFR 360 55.6 7.500
22736367 5006 PLANTATION LA FRISCO TX 75035 Primary SFR 360 80.0 6.750
22736433 1297 RETREAT LANE NEW ALBANY OH 43054 Primary SFR 360 85.4 7.250
22736458 7024 BEECH HOLLOW CINCINNATI OH 45236 Primary SFR 360 74.9 7.000
22737605 13722 VINERY LANE CYPRESS TX 77429 Primary SFR 360 80.0 6.875
22737696 3409 THORNAPPLE ST CHASE MD 20815 Primary SFR 360 80.0 7.125
22737944 3333 BUCK CREEK RO SIMPSONVILL KY 40067 Primary SFR 360 76.7 7.250
22738256 546 PINNACLE CT GRAND JUNCT CO 81503 Primary PUD 360 79.2 6.750
22738447 12701 DANIEL BOONE AUSTIN TX 78737 Primary SFR 360 79.6 6.875
22739007 2017 E ALTADENA DR ALTADENA CA 91001 Primary SFR 360 80.0 7.000
22739155 9525 N CAPITAL OF TEXA AUSTIN TX 78759 Primary Condo 360 80.0 6.750
22739395 21 RIDING PATH HAMPTON VA 23669 Primary PUD 360 80.0 7.000
22739403 2838 BACCURATE DRI MARIETTA GA 30062 Primary PUD 360 88.8 6.750
22739411 3 POYDRAS STREE NEW ORLEANS LA 70130 Primary Condo 360 70.6 7.375
22739627 1007 LINDEN AVE WILMETTE IL 60091 Primary SFR 360 37.4 7.000
22739882 536 HAMILTON CREE SILVERTHORN CO 80498 Secondary SFR 360 75.0 6.750
22739932 436 S BANANA RIVER COCOA BEACH FL 32931 Primary SFR 360 67.8 7.500
22740062 12541 ROCHESTER DRI FAIRFAX VA 22030 Primary SFR 360 71.3 7.000
22740674 5125 SKY LAKE DRIVE PLANO TX 75093 Primary PUD 360 80.0 7.000
22740690 8870 FALLS CREEK M DURANGO CO 81301 Primary PUD 360 56.5 7.125
22741201 4996 SHERWELL DR WATERFORD MI 48327 Primary SFR 360 74.3 7.375
22741227 31313 N BERMUDA DUNES EVERGREEN CO 80439 Primary PUD 360 62.7 6.750
22741334 4 N 494 HIDDEN OA SAINT CHARL IL 60175 Primary SFR 360 77.0 7.125
22741508 14213 WOODLAND RIDGE LOUISVILLE KY 40245 Primary SFR 360 79.7 6.875
22741763 1452 OAKHURST AVE SAN CARLOS CA 94070 Primary SFR 360 80.0 7.500
22742191 5655 AURORA PL BOULDER CO 80303 Primary SFR 360 75.0 7.125
22742316 17525 SE47TH ST BELLEVUE WA 98006 Primary SFR 360 80.0 7.000
22742506 3175 SW113 COURT MIAMI FL 33165 Primary SFR 360 84.6 7.000
22742878 22722 MODESTO DR MISSION VIE CA 92691 Primary SFR 360 87.4 7.500
22743298 811 ESSEX ROAD BIRMINGHAM AL 35222 Primary SFR 360 80.0 7.000
22743769 833 WILLOW AVE TAMPA FL 33606 Primary SFR 360 75.0 7.000
22744254 8824 RED MAPLE COVE GERMANTOWN TN 38139 Primary PUD 360 89.5 7.000
22744528 11600 MOHAWK LN LEAWOOD KS 66211 Primary PUD 360 61.9 7.250
22744544 540E CERCADO LANE LITCHFIELD AZ 85340 Primary SFR 360 75.0 7.125
22744551 15 DUNNAM LANE HOUSTON TX 77024 Primary SFR 360 34.9 6.875
22744726 LOT 93 FITZHUGH RD KING GEORGE VA 22485 Primary SFR 360 79.0 7.125
22744783 RR 3 BOX 338 PARK RAPIDS MN 56470 Primary SFR 360 80.0 7.125
22746093 5108 BELICOURT DRI CHARLOTTE NC 28277 Primary SFR 360 92.1 6.750
22746457 3221 N SOUTHPORT AVE CHICAGO IL 60657 Primary 3-Family 360 74.6 7.000
22746879 36 RED COAT ROAD WESTPORT CT 6880 Primary SFR 360 75.0 7.000
22747232 3045 NWTHURMAN STREE PORTLAND OR 97210 Primary SFR 360 80.0 6.750
22747380 8150 BRADBURN DRIV WESTMINSTER CO 80030 Primary PUD 360 72.3 6.875
22747422 2188 EAST VICTOR R GILBERT AZ 85296 Primary SFR 360 92.1 7.000
22747554 7447 EAST MERCER W MERCER ISLA WA 98040 Primary SFR 360 53.5 7.500
22747646 8390 BLUFFVIEW WAY COLORADO SP CO 80919 Primary PUD 360 80.0 6.875
22748008 217 HAMPTON CT KNOXVILLE TN 37923 Primary SFR 360 80.0 7.000
22748453 150 E BECK ST COLUMBUS OH 43206 Primary SFR 360 80.0 7.000
22748826 957 BRISTOL DRIVE DEERFIELD IL 60015 Primary SFR 360 70.0 7.000
22749030 3502 OVERLOOK TRAI EVERGREEN CO 80439 Primary PUD 360 80.0 6.750
22749162 2828 THIRD STREET BOULDER CO 80304 Primary SFR 360 61.3 6.875
22749196 7528 PONCHA DRIVE LARKSPUR CO 80118 Primary PUD 360 74.5 7.375
22749212 2547SWHILLCREST DR PORTLAND OR 97201 Primary SFR 360 68.6 7.000
22749444 3825 PEACHTREE DUN ATLANTA GA 30342 Primary SFR 360 58.9 7.000
22749469 5105 HEATHROW BOUL BENTWOOD TN 37027 Primary SFR 360 80.0 6.625
22749725 14280 E COACHMAN DRIV COLORADO SP CO 80908 Primary PUD 360 90.0 7.625
22749808 19425 MARY ARDREY C CORNELIUS NC 28031 Primary SFR 360 80.0 7.000
22749857 817 CALDWELL RD WAYNE PA 19087 Primary SFR 360 61.8 7.250
22750152 1612 SWUPLAND DR PORTLAND OR 97221 Primary SFR 360 80.0 7.000
22750210 6639 N VILLAGE ROAD PARKER CO 80134 Primary SFR 360 78.1 7.125
22750608 326N LINCOLN AVENUE HINSDALE IL 60521 Primary SFR 360 74.8 7.250
22750897 323 CHESTERFIELD OA CHESTERFIEL MO 63005 Primary PUD 240 65.0 7.000
22751168 356 74TH SOUTH HAVEN MI 49090 Primary SFR 360 53.4 7.125
22752026 1344 FRANKLIN ST DENVER CO 80218 Primary SFR 360 63.3 7.500
22752307 5504 NAKOMA DR DALLAS TX 75209 Primary PUD 360 68.8 7.000
22752364 7755 RUNNING FOX WAY PARKER CO 80134 Primary SFR 360 80.0 7.000
22753933 2436 SHADYWOOD CIR CROFTON MD 21114 Primary PUD 360 80.0 6.750
22754113 10 HARRISON DR NEWTOWN SQU PA 19073 Primary SFR 360 70.7 6.875
22754303 6455 SONDRA DRIVE DALLAS TX 75214 Primary SFR 360 80.0 7.000
22754881 5432 EAST MORRISON PARADISE VA AZ 85253 Primary SFR 360 27.8 7.250
22755060 42 DOWNS LAKE CIRC DALLAS TX 75230 Primary SFR 360 54.8 7.000
22755433 2553 MESA SCHOOL LAN SANTA BARBA CA 93109 Primary SFR 360 74.0 6.875
22756043 833 TERRE DR LIBERTYVILL IL 60048 Primary PUD 360 90.0 6.750
22756183 41 CHAPARREL ROA EDWARDS CO 81632 Primary SFR 360 79.4 7.000
22756365 10650 NEEAGLE ROCK ALBUQUERQUE NM 87122 Primary SFR 360 64.0 7.000
22756399 5825 CARDIGAN DRIVE PLANO TX 75093 Primary SFR 360 80.0 6.875
22756597 716 LEXINGTON AVE COPPELL TX 75019 Primary PUD 360 80.0 7.000
22756795 1469 OLD SNOWMASS SNOWMASS CO 81654 Secondary SFR 360 80.0 7.125
22756886 2722 HIGH PLAINS C FORT COLLIN CO 80526 Primary PUD 360 84.9 6.875
22756951 24825 DODDS RD BEND OR 97701 Primary SFR 360 67.5 6.875
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22769392 2541N WAYNE CHICAGO IL 60614 Primary 3-Family 360 80.0 7.000
22769772 14 GOLDFINCH CT NOVATO CA 94947 Primary SFR 360 64.8 7.000
22769780 20700 FORT ROSS ROA CAZADERO CA 95421 Primary SFR 360 70.0 7.000
22769806 6599 FOPPIANO STOCKTON CA 95212 Primary SFR 360 74.8 7.000
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22790646 364 DEEP NECK ROA COROLLA NC 27927 Secondary PUD 360 64.4 7.000
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22792451 1948 10TH AVENUE W SEATTLE WA 98119 Primary SFR 360 73.9 7.000
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22794952 935 LA MESA TERRA SUNNYVALE CA 94087 Primary SFR 360 90.0 7.500
22795314 1544 E VICTOR HUGO PHOENIX AZ 85022 Primary PUD 360 53.0 7.125
22795439 8004 LONG CANYON DRI AUSTIN TX 78730 Secondary PUD 360 72.4 6.750
22795850 4901 KINGSPOST DRI FUQUAY VARI NC 27526 Primary SFR 360 74.5 6.750
22795884 8115 PERSHING AVE CLAYTON MO 63105 Primary PUD 360 89.1 7.125
22796122 590 GLEN HAMPTON ALPHARETTA GA 30004 Primary PUD 360 75.4 6.750
22796130 3618 CEDAR LANE FARMERS BRA TX 75234 Primary PUD 360 80.0 7.000
22796825 6414 CHAMPION WAY COLLEYVILLE TX 76034 Primary PUD 360 90.0 6.875
22797732 1321 BIG POND CIRC LEXINGTON KY 40509 Primary PUD 360 67.9 7.000
22798474 9724 E SAN SALVAD SCOTTSDALE AZ 85258 Primary PUD 360 90.0 7.250
22798763 4643 EAST SOLANO D PHOENIX AZ 85018 Primary PUD 360 72.5 7.125
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22801096 1444 CASSIN COURT BOULDER CO 80303 Primary SFR 360 73.6 7.000
22801294 1355 QUEENS RD BERKELEY CA 94708 Primary SFR 360 80.0 6.875
22801583 982 SAINT ANDREWS L LOUISVILLE CO 80027 Primary PUD 360 71.7 7.000
22801591 318 S PITT ST ALEXANDRIA VA 22314 Primary SFR 360 80.0 6.625
22802516 303 AIKEN HUNT CI COLUMBIA SC 29223 Primary SFR 360 58.9 6.875
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22802706 10098 COVER PLACE FAIRFAX VA 22030 Primary SFR 360 80.0 6.750
22803290 19406 BENEDICT DR WOODBRIDGE CA 95258 Primary SFR 360 80.0 6.875
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22803746 10 PARTRIDGE LAN LITTLETON CO 80127 Primary SFR 360 80.0 7.000
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22808463 22124 ANASAZI WAY GOLDEN CO 80401 Primary PUD 360 72.1 6.750
22808497 18 LONGACRE COURT HOCKESSIN DE 19707 Primary PUD 360 80.0 6.500
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22810428 479 CANYON POINT GOLDEN CO 80403 Primary PUD 360 66.2 6.750
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22813687 525 WEST HALLAM ASPEN CO 81611 Primary SFR 360 27.8 6.875
22813828 851 LATIGO LOOP CARBONDALE CO 81623 Primary SFR 360 90.0 7.250
22813844 33744 TRAILSIDE WAY UNION CITY CA 94587 Primary SFR 360 75.0 7.125
22814412 125 WOOD VILLE GREE DANVILLE IN 46122 Primary PUD 360 80.0 7.125
22814875 1800 WESTVIEW ROAD FORT COLLIN CO 80524 Primary PUD 360 47.0 7.000
22816458 15516 EAGLEVIEW DRI CHARLOTTE NC 28278 Primary PUD 360 75.7 6.875
22816532 11443 LAURELCREST D STUDIO CITY CA 91604 Primary SFR 360 76.7 7.750
22818009 344 W TADDEI RD ACAMPO CA 95220 Primary SFR 360 80.0 7.750
22818165 543 RIVIERA CIRCL LARKSPUR CA 94939 Primary SFR 360 47.2 6.875
22819288 36 MARGUERITE AV MILL VALLEY CA 94941 Primary SFR 360 66.4 6.875
22819353 340 LOS ALTOS DR APTOS CA 95003 Primary SFR 360 79.3 7.000
22820476 555 INDIGO DRIVE ROSWELL GA 30075 Primary PUD 360 66.1 6.750
22821227 14950 RATON ROAD COLORADO SP CO 80921 Primary SFR 360 54.1 6.875
22821607 651 BRIARLEIGH WA WOODSTOCK GA 30189 Primary PUD 360 80.0 6.625
22822399 9604 CAMDEN HILLS AV LAS VEGAS NV 89128 Primary PUD 360 90.0 7.125
22823637 392 STARMINE PLAC CASTLE ROCK CO 80104 Primary PUD 360 40.5 7.000
22824668 820 HIGHLAND BEND ALPHARETTA GA 30022 Primary PUD 360 68.8 6.875
22824965 2290 OVERLOOK DR OSWEGO OR 97034 Primary SFR 360 80.0 6.750
22825244 107 QUARRY LANE SANTA CRUZ CA 95060 Primary SFR 360 51.5 7.000
22825269 245 FAIRVIEW RD BOULDER CRE CA 95006 Primary SFR 360 75.0 7.250
22825343 91 PACHECO CREEK NOVATO CA 94949 Primary SFR 360 70.3 7.000
22825350 7570 E TAILSPIN LN SCOTTSDALE AZ 85258 Primary SFR 360 80.0 7.375
22826184 4558 CALAVO DRIVE LA MESA CA 91941 Primary SFR 360 90.0 6.750
22826580 9201 SILVER PINE COV AUSTIN TX 78733 Primary SFR 360 73.7 6.875
22828214 2023 WILLOW LEAF DRI ST LOUIS MO 63131 Primary SFR 360 61.2 7.250
22828917 3809 OVERBROOK LAN HOUSTON TX 77027 Primary SFR 360 70.9 6.875
22829287 216 KNIGHT DR SAN RAFEAL CA 94901 Primary SFR 360 61.1 7.125
22829998 12015 HUNTING CREST PROSPECT KY 40059 Primary SFR 360 76.3 7.125
22830145 4125 NESURBER DR SEATTLE WA 98115 Primary SFR 360 67.3 7.000
22832026 10009 SEVILLE DR FT WORTH TX 76179 Primary SFR 360 56.9 7.250
22832349 1614 E LUDLOW PHOENIX AZ 85022 Primary PUD 360 70.1 6.750
22832919 6631 CATAMARAN STR SAN JOSE CA 95119 Primary SFR 360 80.0 7.000
22833826 5657 POINTE WEST D OAKWOOD GA 30566 Primary PUD 360 54.5 6.875
22833909 715 WINNMARK COURT ROSWELL GA 30076 Primary PUD 360 80.0 6.875
22835912 11629 QUARTERFIELD DR ELLICOTT CI MD 21042 Primary SFR 360 77.6 7.500
22836035 4 SUSSEX PLACE GREER SC 29650 Primary PUD 360 80.0 6.875
22836472 318 OXFORD RIDGE ELLISVILLE MO 63021 Primary PUD 360 75.0 7.000
22838775 3900 PEACHTREE DUN ATLANTA GA 30342 Primary SFR 360 58.2 6.875
22838932 201 E 5TH STREET 220- AUSTIN TX 78701 Primary Condo 360 80.0 6.625
22840383 36051 CRYSTAL SPRIN NEWARK CA 94560 Primary PUD 360 77.8 7.000
22842629 289 CONCORD RD BEDFORD MA 1730 Primary SFR 360 74.4 7.625
22846489 627 E HIGHVIEW TERR LAKE FOREST IL 60045 Primary SFR 360 80.0 7.125
22848147 33 GREEN NEEDLE LN ROWLEY MA 1969 Primary SFR 360 76.1 7.125
22848964 3396 HUNTERS PACE LITHONIA GA 30038 Primary SFR 360 85.0 6.875
22851943 6110 E 106TH STREET TULSA OK 74136 Primary SFR 360 80.0 6.875
22853840 4912 LINDEN STREET BELLAIRE TX 77401 Primary SFR 360 63.3 6.875
22856645 7129 RUSSELL COURT ARVADA CO 80007 Primary SFR 360 90.0 7.250
22857486 19735 KENSINGTON CT STRONGSVILL OH 44136 Primary SFR 360 95.0 8.000
22857601 7201 NETENNYSON STREET ALBUQUERQUE NM 87122 Primary SFR 360 90.0 7.000
22859870 5727 N PASEO VENTOSO TUCSON AZ 85750 Primary PUD 360 79.9 7.125
22863237 24845 NE 3RD PLACE REDMOND WA 98052 Primary SFR 360 80.0 7.250
22871495 7372 HUNTERS OAK C SPRINGFIELD VA 22150 Primary PUD 360 80.0 6.875
22871644 6676 AVIGNON BOULE FALLS CHURC VA 22043 Primary PUD 360 79.8 6.750
22876320 1202 N NELSON ST ARLINGTON VA 22201 Primary SFR 360 80.0 6.625
22876387 6962 JEREMIAH COURT MANASSAS VA 20111 Primary SFR 360 80.0 7.125
26480830 8760 COTTONGRASS STR WALDORF MD 20603 Primary SFR 360 80.0 7.000
26710582 1826 PARK AVENUE RICHMOND VA 23220 Primary SFR 360 90.0 7.125
26828194 4121 SAN CARLOS DR UNIVERSITY TX 75205 Primary SFR 360 80.0 7.125
27002880 303 EAST BOYNTON RO KAYSVILLE UT 84037 Primary SFR 360 50.0 6.875
27030782 3549 GREENBRIER DR UNIVERSITY TX 75225 Primary SFR 360 39.3 7.125
27069236 1126 BETTSTRAIL WAY POTOMAC MD 20854 Primary SFR 360 69.6 7.125
27074970 7012 LAKEWOOD BOULEV DALLAS TX 75214 Primary SFR 360 78.1 7.000
27111749 603 CARNOUSTIE DRIV GREENVILLE NC 27858 Primary SFR 360 79.9 6.875
27159094 201 SILVER HILLS RO POINT REYES CA 94956 Primary SFR 360 75.0 7.250
27161116 11803 WOODBROOK COURT MITCHELLVIL MD 20721 Primary PUD 360 73.8 6.875
27167030 700 PROMONTORY PT FOSTER CITY CA 94404 Primary Condo 360 68.4 7.250
27181080 1274E PALM DRIVE GLENDORA CA 91741 Primary SFR 360 75.0 7.000
27200468 2114 SHARI LANE GARLAND TX 75043 Primary SFR 360 90.0 6.875
27212679 137 ALTA VISTA WY DANVILLE CA 94506 Primary PUD 360 63.0 7.125
27262997 650 LAKES RD CHESTER NY 10918 Primary SFR 360 76.9 7.250
27266188 2811 VAN BUREN STREE ALAMEDA CA 94501 Primary SFR 360 67.9 7.250
27300771 1889 SAN RAMON AVENU BERKELEY CA 94707 Primary SFR 360 75.0 7.375
27329846 1951 OFARRELL ST SAN MATEO CA 94403 Primary Condo 360 74.7 7.250
27350933 24532 INDIAN MIDDEN W PONTE VEDRA FL 32082 Primary PUD 360 80.0 7.250
27354083 11700 MUNICH DRIVE TRUCKEE CA 96161 Secondary SFR 360 77.5 7.500
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27448331 1627 LAUREL STREET SOUTH PASAD CA 91030 Primary SFR 360 80.0 7.375
27465228 10650 CULBERTSON DR CUPERTINO CA 95014 Primary SFR 360 63.8 7.375
27484989 1083W CALIFORNIA AVE MILL VALLEY CA 94941 Primary SFR 360 73.9 7.500
27488642 28659 LA PINE AVE SAUGUS CA 91350 Primary SFR 360 80.0 7.500
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27514272 7624 203RD STREET SE SNOHOMISH WA 98296 Primary SFR 360 80.0 7.250
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27567981 2811 HAMPTON GLEN CO MATTHEWS NC 28105 Primary PUD 360 76.8 7.125
27584523 2517N PEACHWOOD PL WESTLAKE VI CA 91361 Primary PUD 360 39.8 7.375
27591536 24032 IRONHEAD LANE LAGUNA NIGU CA 92677 Primary PUD 360 73.7 7.500
27594076 3003 PADDINGTON RD GLENDALE CA 91206 Primary SFR 360 79.5 6.750
27596576 227 N ROYAL STREET ALEXANDRIA VA 22314 Primary SFR 360 54.1 6.625
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27612167 10701 TIMBERIDGE ROAD FAIRFAX STA VA 22039 Primary PUD 360 80.0 6.875
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27625110 4 DE SOTO WAY COTO DE CAZ CA 92679 Primary PUD 360 75.3 7.000
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27634963 4 ROCK CREEK COUR GREENVILLE SC 29605 Primary SFR 360 53.8 7.125
27637149 2006 PALMETTO DUNES DULUTH GA 30097 Primary PUD 360 75.0 7.250
27638857 3632 SWEET BROOK COU SAN JOSE CA 95111 Primary SFR 360 79.9 7.250
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27664119 305 BARRACKS HILL CHARLOTTESV VA 22901 Primary SFR 360 62.4 7.250
27664945 28431 CAMINO DIMORA SAN JUAN CA CA 92675 Primary PUD 360 80.0 7.375
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27675925 300 ATLANTIC DRIVE MELBOURNE B FL 32951 Primary SFR 360 89.0 7.250
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27678465 100 BANNERMAN LANE MORRISVILLE NC 27560 Primary PUD 360 76.3 6.750
27685346 3501 FOREST OAKS D CHAPEL HILL NC 27514 Primary PUD 360 70.3 6.375
27686104 300 CARPATHIAN WAY RALEIGH NC 27615 Primary PUD 360 63.8 7.125
27687276 1715 RIGGS PLACE NW WASHINGTON DC 20009 Primary 3-Family 360 80.0 6.875
27691005 1631 COURTS MEADOW C COLLIERVILL TN 38017 Primary SFR 360 80.0 7.500
27694660 3634 FRENCH WOODS RO CHARLOTTE NC 28269 Primary PUD 360 75.7 7.125
27697606 12601 LAMP POST LANE POTOMAC MD 20854 Primary SFR 360 78.5 7.250
27699081 3720 PROVIDENCE MA CHARLOTTE NC 28270 Primary SFR 360 63.7 7.125
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27711407 17301 SAN FRANCISCAN CASTRO VALL CA 94552 Primary SFR 360 80.0 6.750
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27719608 155 CABRO COURT NOVATO CA 94947 Primary SFR 360 75.0 7.000
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27724871 77573 ASHBERRY COURT PALM DESERT CA 92211 Primary PUD 360 80.0 7.250
27727189 4304 LARCHMONT ST UNIVERSITY TX 75205 Primary SFR 360 70.0 7.250
27730522 6280 BUTTERFIELD W PLACERVILLE CA 95667 Primary SFR 360 76.7 7.000
27730548 572 GARNET ROCK TRA HIGHLANDS NC 28741 Secondary PUD 360 71.1 7.125
27730829 28853 GARNET HILL COU AGOURA HILL CA 91301 Primary SFR 360 65.8 7.125
27731942 138 SEA EIDER COURT DUCK NC 27927 Secondary PUD 360 80.0 6.875
27732676 1590 LUPINE DEN COUR VIENNA VA 22182 Primary PUD 360 66.0 7.000
27732718 308 GRETTON PLACE RALEIGH NC 27615 Primary PUD 360 78.7 7.000
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27733922 211 WILLIAM AVE LARKSPUR CA 94939 Primary SFR 360 46.4 6.750
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27739424 203 PARK MEADOW COU ROSEVILLE CA 95661 Primary SFR 360 79.7 7.125
27740141 130 NURSERY WAY SOUTH SAN F CA 94080 Primary SFR 360 80.0 6.750
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27745223 63 CARR DRIVE MORAGA CA 94556 Primary SFR 360 75.9 7.250
27745777 214 LAUREL PLACE SAN RAFAEL CA 94901 Primary SFR 360 61.2 6.750
27745868 35 CORWIN DRIVE ALAMO CA 94507 Primary SFR 360 65.2 7.250
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27746213 12547 PROMONTORY ROAD LOS ANGELES CA 90049 Primary Condo 360 56.5 7.000
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27746742 12561 RADOYKA DRIVE SARATOGA CA 95070 Primary SFR 360 50.0 7.250
27746833 559 ORTEGA STREET SAN FRANCIS CA 94122 Primary SFR 360 69.3 7.000
27746841 551 CLIPPER STREE SAN FRANCIS CA 94114 Primary Condo 360 74.9 7.250
27746866 4150 17TH STREET SAN FRANCIS CA 94114 Primary Condo 360 65.9 7.000
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27747120 1153 BENT DRIVE CAMPBELL CA 95008 Primary SFR 360 69.1 7.250
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27750637 11704 MELONES CIRCL GOLD RIVER CA 95670 Primary SFR 360 70.0 7.250
27750991 1810 GRACE AVE ARCADIA CA 91006 Primary SFR 360 80.0 7.125
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27751981 10 REDWOOD WAY ATHERTON CA 94027 Primary SFR 360 50.5 7.000
27752393 6556- 6558 CROWN BOUL SAN JOSE CA 95120 Primary 2-Family 360 68.2 7.250
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27752757 3295 CLAY STREET SAN FRANCIS CA 94115 Primary Condo 360 80.0 7.000
27753086 528 MIDVALE WAY MILL VALLEY CA 94941 Primary SFR 360 62.5 7.250
27753177 11435 HUNTINGTON VL GOLD RIVER CA 95670 Primary SFR 360 79.2 7.250
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27753854 1464N FOOTHILL ROAD OJAI CA 93023 Primary SFR 360 80.0 6.750
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27754415 1 LOS CERROS DR GREENBRAE CA 94904 Primary SFR 360 52.6 7.000
27754423 6400 HEATHER RIDGE W OAKLAND CA 94611 Primary SFR 360 69.9 6.750
27754571 29 ESCALLE LANE LARKSPUR CA 94939 Primary Townhouse 360 75.0 7.000
27754621 19727 SAINT ANN COURT SARATOGA CA 95070 Primary SFR 240 48.2 7.000
27754647 1069 MCKAY DRIVE SAN JOSE CA 95131 Primary SFR 360 80.0 6.750
27754670 4056 ARBOLADO DR WALNUT CREE CA 94598 Primary SFR 360 65.3 7.000
27754738 12 CARSON STREET SAN FRANCIS CA 94114 Primary SFR 360 60.5 7.250
27754779 22 ONYX STREET LARKSPUR CA 94939 Primary SFR 360 68.0 7.250
27754985 316 VASSAR AVENUE KENSINGTON CA 94708 Primary SFR 360 80.0 7.125
27755040 138 VICTORIA LANE APTOS CA 95003 Primary SFR 360 66.1 7.000
27755057 24437 INDIAN HILL L WEST HILLS CA 91307 Primary SFR 360 80.0 6.875
27755107 3170 BERN DRIVE LAGUNA BEAC CA 92651 Primary SFR 360 68.2 7.000
27755131 5 OLDE CREEK PLAC LAFAYETTE CA 94549 Primary SFR 360 63.4 7.125
27758598 2297 PANORAMA TERR LOS ANGELES CA 90039 Primary SFR 360 68.2 7.375
27758887 7571 STEWART AVENUE LOS ANGELES CA 90045 Primary SFR 360 65.0 7.125
27759067 807 CRYSTAL SPRIN HILLSBOROUG CA 94010 Primary SFR 360 53.6 7.000
27759125 71 STANFORD WAY SAUSALITO CA 94965 Primary Condo 360 80.0 7.000
27759232 300 TWIN PEAKS BLVD SAN FRANCIS CA 94114 Primary SFR 360 43.4 7.125
27759315 2828 TUDOR COURT PLEASANTON CA 94566 Primary PUD 360 76.0 7.000
27759588 1624 HAYNES LANE REDONDO BEA CA 90278 Primary SFR 360 80.0 7.125
27759794 1444 MADRONA AVENUE SAN JOSE CA 95125 Primary SFR 360 80.0 6.500
27759935 4920 ALMONDWOOD SAN DIEGO CA 92130 Primary SFR 360 64.4 6.625
27760032 36 PACIFIC DRIVE NOVATO CA 94945 Primary SFR 360 80.0 7.250
27760115 5440 EDGEMERE DRIVE TORRANCE CA 90503 Primary SFR 360 70.7 7.125
27761410 515 SILVER AVENUE HALF MOON B CA 94019 Primary SFR 360 79.2 7.125
27761436 287 30TH AVENUE SAN FRANCIS CA 94121 Primary SFR 360 56.8 7.000
27761592 35 OLD MILL ROAD RICHMOND VA 23226 Primary SFR 360 75.0 6.875
27761956 21730 ALLONBY CIRCL YORBA LINDA CA 92887 Primary SFR 360 64.1 7.000
27762178 3951 JEFFERSON AVE REDWOOD CIT CA 94062 Primary SFR 360 73.7 7.000
27762269 1440 HOLT AVENUE LOS ALTOS CA 94024 Primary SFR 360 66.1 7.125
27762285 341 SOUTH CLARK DRI BEVERLY HIL CA 90211 Primary SFR 360 58.1 7.000
27762301 4568 NAGLE AVENUE SHERMAN OAK CA 91423 Primary SFR 360 70.9 7.000
27762335 27 RIVOLI STREET SAN FRANCIS CA 94117 Primary Condo 360 80.0 6.750
27762517 135 DIPSEA ROAD STINSON BEA CA 94970 Primary SFR 360 53.1 7.000
27762582 701 GAVELLO AVENUE SUNNYVALE CA 94086 Primary SFR 360 79.1 7.125
27762590 4 SUNSET WAY SAN RAFAEL CA 94901 Primary SFR 360 80.0 7.000
27762665 957 SNYDER LANE WALNUT CREE CA 94598 Primary SFR 360 53.3 7.000
27762749 21 GURNEY LANE ALAMO CA 94507 Primary SFR 360 80.0 7.000
27762830 11453 HUNTINGTON VLG GOLD RIVER CA 95670 Primary SFR 360 86.1 7.250
27762863 9 RUTHERFORD AV SAN ANSELMO CA 94960 Primary SFR 360 77.9 7.125
27763218 2225 SUMMIT DRIVE HILLSBOROUG CA 94010 Primary SFR 360 30.0 7.250
27763846 2203 GOLF CLUB LN NASHVILLE TN 37215 Primary SFR 360 80.0 6.750
27766781 3400 SKUNK RANCH MURPHYS CA 95247 Primary SFR 360 78.1 7.000
27767250 7864 BRESSINGHAM DRI FAIRFAX STA VA 22039 Primary PUD 360 74.0 6.750
27768860 3839 MALIBU VISTA MALIBU CA 90265 Primary SFR 360 59.9 6.875
27769561 128 SHEARWATER WAY KITTY HAWK NC 27949 Secondary PUD 360 80.0 6.750
27769579 126 BELVEDERE ST SAN FRANCIS CA 94117 Primary Condo 360 80.0 7.000
27769637 11 ASH AVENUE KENTFIELD CA 94904 Primary SFR 360 60.2 7.250
27769751 1749 SANTA MARI EL DORADO H CA 95762 Primary SFR 360 77.8 7.000
27770460 1019 PILINUT COURT SUNNYVALE CA 94087 Primary SFR 360 56.2 7.375
27770619 26090 LADERA DRIVE CARMEL CA 93923 Primary SFR 360 59.8 7.125
27770890 223 EAST BELLEVUE A SAN MATEO CA 94401 Primary Condo 360 80.0 7.000
27770981 526 SELMART LANE PETALUMA CA 94954 Primary SFR 360 69.2 7.125
27771021 6206 DOVETAIL COURT SAN JOSE CA 95135 Primary SFR 360 63.3 6.625
27771195 238 WEST 42ND AVE SAN MATEO CA 94403 Primary SFR 360 55.4 7.250
27771203 4789 MYRTLE DRIVE CONCORD CA 94521 Primary SFR 360 70.0 7.375
27771518 112 SUMMER SHADE CO FOLSOM CA 95630 Primary SFR 360 80.0 7.000
27772227 50 CHURCH STREET CHARLESTON SC 29401 Primary SFR 360 65.1 6.875
27772797 7200 EAGLE RIDGE P BETHESDA MD 20817 Primary PUD 360 63.8 7.000
27774231 2311N LINCOLN STREET ARLINGTON VA 22207 Primary SFR 360 75.0 7.000
27775055 5704 ALDER RIDGE DRI LA CANADA-F CA 91011 Primary SFR 360 69.7 7.125
27775477 127 WHEELER AVENUE LOS GATOS CA 95030 Primary SFR 360 57.2 7.125
27775527 3526 YORKSHIRE ROAD PASADENA CA 91107 Primary SFR 360 80.0 6.875
27775717 104 SMITH CREEK D LOS GATOS CA 95030 Primary SFR 360 59.3 7.000
27776202 12570 MT HAMILTON ROA SAN JOSE CA 95140 Primary SFR 360 77.9 7.000
27776541 21550 ARROWHEAD LAN SARATOGA CA 95070 Primary SFR 360 48.9 7.125
27776996 18624 HARBOR LIGHT BL CORNELIUS NC 28031 Primary PUD 360 71.3 7.000
27777549 50 HEATHER LANE ORINDA CA 94563 Primary SFR 360 60.5 7.125
27777689 9934 GRANITE PARK CO GRANITE BAY CA 95746 Primary SFR 360 77.0 7.250
27777754 3609 COUR DU VIN SAN JOSE CA 95148 Primary SFR 360 60.0 7.375
27779800 710 CONTADORA SAN ANTONIO TX 78258 Primary PUD 360 64.1 6.875
27780535 1539 CLIFF DRIVE SANTA BARBA CA 93109 Primary SFR 360 67.0 7.125
27780618 14677 YOU BET ROAD GRASS VALLE CA 95945 Primary SFR 360 80.0 7.000
27780873 50 TURKEY FARM LAN WOODSIDE CA 94062 Primary SFR 360 16.9 7.375
27781012 1939 GRAY WOLF TRUCKEE CA 96161 Secondary SFR 360 75.6 7.000
27781210 2075 SUTTER STREET SAN FRANCIS CA 94115 Primary Condo 360 68.6 7.125
27781376 1984 MARCONI WAY SOUTH LAKE CA 96150 Secondary SFR 300 80.0 7.000
27781509 26202 SAN MARINO COUR MISSION VIE CA 92692 Primary PUD 360 75.0 7.125
27782606 170 AVENIDA MENENDE ST AUGUSTIN FL 32084 Primary SFR 360 80.0 7.375
27783737 2733 RAMONA STREET PALO ALTO CA 94306 Primary SFR 360 41.6 7.250
27784826 786 27TH STREET SAN FRANCIS CA 94131 Primary SFR 360 62.5 6.750
27786060 118 CHEESKOGILI WAY LOUDON TN 37774 Primary PUD 360 75.0 6.875
27786896 4821 SUMMERSET LANE DUNWOODY GA 30338 Primary SFR 360 67.4 6.750
27788041 950 LARKSPUR ROAD OAKLAND CA 94602 Primary SFR 360 60.5 7.375
27788181 1891 MEADOW GLEN DRI LIVERMORE CA 94550 Primary SFR 360 80.0 7.125
27788264 1159 ASCOTT VALLEY D DULUTH GA 30097 Primary PUD 360 66.3 6.875
27788413 1864 THUNDERBIRD WAY SAN JOSE CA 95125 Primary SFR 360 72.6 7.250
27788587 2317 VALLEY TER SIMI VALLEY CA 93065 Primary SFR 360 79.9 7.250
27789023 2101 PALM AVENUE MANHATTAN B CA 90266 Primary SFR 360 70.0 7.125
27789551 554 BISCAYNE DR SAN RAFAEL CA 94901 Primary SFR 360 36.0 7.375
27789676 6180 MAZUELA DRIVE OAKLAND CA 94611 Primary PUD 360 80.0 7.375
27789916 108 HARLECH WILLIAMSBUR VA 23188 Secondary PUD 360 73.9 6.875
27790328 9067E GROVELAWN COURT GERMANTOWN TN 38139 Primary SFR 360 85.7 7.125
27790799 1984 CREEK DRIVE SAN JOSE CA 95125 Primary SFR 360 74.5 7.000
27791359 5547 TOPA TOPA DRI VENTURA CA 93003 Primary SFR 360 80.0 7.250
27791540 7691 RAINBOW DRIVE CUPERTINO CA 95014 Primary SFR 360 79.5 7.000
27791573 1640 MARCO POLO WAY BURLINGAME CA 94010 Primary SFR 360 66.8 7.000
27791763 1815 VIRGINIA STREET BERKELEY CA 94703 Primary SFR 360 55.4 7.250
27792894 4205 FAIRWAY VILLAS ALPHARETTA GA 30022 Primary PUD 360 79.2 6.875
27793678 522 S 26TH STREET ARLINGTON VA 22202 Primary SFR 360 80.0 6.750
27793819 22139 CALL OF THE W LOS GATOS CA 95030 Primary SFR 360 62.6 7.375
27794122 319 BLOSSOM VALLEY LOS GATOS CA 95032 Primary SFR 360 59.9 7.375
27794155 1542 PLATEAU AVENUE LOS ALTOS CA 94024 Primary SFR 360 64.4 7.375
27794692 22471 SUENO ROAD WOODLAND HI CA 91364 Primary SFR 360 76.4 7.375
27795111 21702 BREWER ROAD GRASS VALLE CA 95949 Primary SFR 360 70.0 6.875
27795186 3100 COLD SATURDAY D FINKSBURG MD 21048 Primary SFR 360 78.0 6.750
27796069 601 PRINCESS STREET ALEXANDRIA VA 22314 Primary SFR 360 76.6 6.250
27796283 22 MADERA DEL PR CORTE MADER CA 94925 Primary SFR 360 59.7 7.000
27796374 1008 PEBBLE BEACH DR CLAYTON CA 94517 Primary SFR 360 80.0 7.125
27797596 2547 WASHINGTON STRE SAN FRANCIS CA 94115 Primary Condo 360 74.7 7.125
27797612 2703 MIDDLEBOROUGH SAN JOSE CA 95132 Primary SFR 360 79.9 7.125
27798198 1785 ALMOND WAY MORGAN HILL CA 95037 Primary SFR 360 67.0 6.875
27799147 14218 NORTH 17TH PLAC PHOENIX AZ 85022 Primary SFR 360 69.0 7.250
27799501 190 BRAEMOOR DRIVE SANTA CRUZ CA 95060 Primary SFR 360 75.0 7.125
27799659 4910 BORINA DRIVE SAN JOSE CA 95129 Primary SFR 360 68.5 7.250
27800531 3039 WEST LANE KEYS, WASHINGTON DC 20007 Primary Townhouse 360 80.0 7.125
27801703 15 FOXTAIL LANE CLIO CA 96106 Secondary SFR 360 89.0 7.250
27803014 806 FOREST WILLOW C EL PASO TX 79922 Primary PUD 360 67.2 7.000
27803337 10 ST STEPHENS DRI ORINDA CA 94563 Primary SFR 360 71.8 7.375
27804244 25 IRVING DRIVE SAN ANSELMO CA 94960 Primary SFR 360 68.7 7.375
27805100 541 SAN LORENZO AVE CORAL GABLE FL 33146 Primary SFR 360 69.2 7.125
27805357 5284 SEA CHASE DRIVE FERNANDINA FL 32034 Primary Condo 360 70.5 7.125
27806488 465 SETTLERS REST MT PLEASANT SC 29464 Primary PUD 360 75.0 6.875
27806728 11 LEIGH COURT SAN RAMON CA 94583 Primary PUD 360 80.0 6.875
27806983 544 - 546 2ND AVENUE SAN FRANCIS CA 94118 Primary 2-Family 360 46.6 7.250
27809060 7405 QUARTZ CIRCLE DUBLIN CA 94568 Primary SFR 360 80.0 7.000
27809946 13132 SEA KNOLL COURT SAN DIEGO CA 92130 Primary SFR 360 72.7 7.375
27810092 2040 ASHRIDGE WAY GRANITE BAY CA 95746 Primary SFR 360 89.9 7.000
27810431 65 VIRGINIA CT WALNUT CREE CA 94596 Primary SFR 360 54.1 7.000
27810936 34 WINDSONG DRIV FAIRVIEW NC 28730 Primary PUD 360 79.4 7.000
27810969 3053 SUMMIT CIRCLE CAMARILLO CA 93012 Primary SFR 360 68.9 7.125
27811066 5965 VIA LOMA RIVERSIDE CA 92506 Primary SFR 360 80.0 7.375
27811512 222 BERKSHIRE AVE LA CANADA F CA 91011 Primary SFR 360 61.8 7.250
27812437 1290 KINGSBURY GRA GARDNERVILL NV 89410 Primary SFR 360 72.0 7.375
27812569 5335 S PARVIEW DRIVE CHARLOTTE NC 28226 Primary SFR 360 80.0 6.750
27813195 925 AMADOR AVENUE SUNNYVALE CA 94086 Primary SFR 360 80.0 6.750
27815588 20286 PINNTAGE PARKWA CUPERTINO CA 95014 Primary PUD 360 80.0 7.250
27816610 857 LAKE COUNTRY INCLINE VIL NV 89451 Primary Condo 360 80.0 7.125
27817345 22530 JENIEL COURT SAUGUS CA 91350 Primary SFR 360 73.2 7.375
27817675 14 BENNETT ROAD REDWOOD CIT CA 94062 Primary SFR 360 65.7 7.375
27818681 824 LURLINE DRIVE FOSTER CITY CA 94404 Primary SFR 360 59.4 7.375
27819259 551-55 DIAMOND ST SAN FRANCIS CA 94114 Primary 2-Family 360 69.1 7.250
27819317 5100 MAGGIORE STREET CORAL GABLE FL 33146 Primary SFR 360 69.6 7.000
27819812 448 ADDISON AVENUE PALO ALTO CA 94301 Primary SFR 360 27.5 7.000
27820059 73 ALDER AVENUE SAN ANSELMO CA 94960 Primary SFR 360 48.2 7.125
27821750 1355 WOODLAND LAKE SNELLVILLE GA 30078 Primary PUD 360 79.5 6.875
27823905 504 BRIDGERS AVENUE TOPSAIL BEA NC 28445 Secondary SFR 360 75.0 7.000
27824168 3508 MILLEFORD CT PLEASANTON CA 94588 Primary SFR 360 49.4 7.125
27824259 15 GOODNIGHT TRL SANTA FE NM 87501 Primary PUD 360 80.0 6.875
27824499 121 OTTAWA AVE SAN FRANCIS CA 94112 Primary SFR 360 78.5 7.375
27824655 20865 PEPPER TREE LAN CUPERTINO CA 95014 Primary SFR 360 69.0 7.250
27824903 10558 THE STRAND TRUCKEE CA 96161 Primary SFR 360 66.1 7.125
27825546 12685 SOUTH 5200 WEST SPRING LAKE UT 84651 Primary SFR 360 95.0 7.125
27826148 4008 E MAPLE TREE DRIV ANAHEIM CA 92807 Primary SFR 360 80.0 6.875
27827070 5849 MARBURY ROAD BETHESDA MD 20817 Primary SFR 360 80.0 6.625
27827252 1606 EAGLE DRIVE SUNNYVALE CA 94067 Primary SFR 360 67.3 7.000
27827476 107 FLORENCE COUR ALAMO CA 94507 Primary SFR 360 61.1 7.125
27827666 2190 FIELDSTONE COUR SAN JOSE CA 95133 Primary SFR 360 90.0 7.250
27827708 515 OCEAN AVENUE SANTA MONIC CA 90402 Primary Condo 360 61.7 7.000
27830058 2711 18TH STREET SAN FRANCIS CA 94110 Secondary Condo 360 79.9 7.125
27830223 349 CREEDMOOR ROAD JACKSONVILL NC 28546 Primary SFR 360 95.0 7.125
27830488 3533 PHEASANT STREET GLENDALE CA 91206 Primary SFR 360 59.2 7.250
27833433 2233 OAK KNOLL ROAD NOVATO CA 94947 Primary SFR 360 64.0 7.000
27834480 800 TUNBRIDGE ROAD DANVILLE CA 94526 Primary PUD 360 80.0 7.250
27834829 1 KEY LARGO COVE CORTE MADER CA 94925 Primary SFR 360 62.8 7.125
27837954 3916W 230TH STREET TORRANCE CA 90505 Primary SFR 360 80.0 7.375
27838242 11414 MEADE POINTE SPOTSYLVANI VA 22553 Primary PUD 360 80.0 6.625
27838697 2600 CALIFORNIA AV CARMICHAEL CA 95608 Primary SFR 360 90.0 7.000
27838903 1449 SANDY WAY OLYMPIC VAL CA 96146 Secondary SFR 360 46.2 7.000
27842210 21371 SPARROW PLACE POTOMAC FAL VA 20165 Primary PUD 360 80.0 6.750
27842467 145 STUYVESANT DRIV SAN ANSELMO CA 94960 Primary SFR 360 67.8 7.125
27842525 11741 BROOKDALE LN STUDIO CITY CA 91604 Primary SFR 360 49.7 7.125
27842541 2090N PARK VICTORIA D MILPITAS CA 95035 Primary SFR 360 67.2 7.125
27842681 22 ENCANTO AVENUE SAN FRANCIS CA 94115 Primary SFR 360 46.9 7.250
27846153 25 CORTE CAYUGA GREENBRAE CA 94904 Primary SFR 360 68.9 7.125
27846336 7181 THORNDALE DRI OAKLAND CA 94611 Primary SFR 360 52.3 7.375
27848985 5008 OAK HOLLOW TERR FREMONT CA 94536 Primary SFR 360 79.3 7.125
27851047 2021 GOLDENROD LN SAN RAMON CA 94583 Primary SFR 360 75.0 7.125
27851674 4S WILTON ROAD RICHMOND VA 23226 Primary SFR 360 71.9 7.000
27853613 20288S MOUNTAIN ROAD SANTA PAULA CA 93060 Primary SFR 360 59.7 7.125
27854751 18 STETSON AVENUE KENTFIELD CA 94911 Primary SFR 360 56.2 7.125
27856079 1389 CUERNAVACA CI MOUNTAIN VI CA 94040 Primary PUD 360 60.6 7.000
27857333 11712 OWENS GLEN WAY GAITHERSBUR MD 20878 Primary PUD 360 80.0 7.000
27857796 880 FLORDON DRIVE CHARLOTTESV VA 22901 Primary PUD 360 75.0 6.875
27857929 744 CROCKETT AVE CAMPBELL CA 95008 Primary SFR 360 80.0 7.250
27858711 3032 32ND AVENUE WES SEATTLE WA 98199 Primary SFR 360 80.0 7.000
27862788 634 LONE EAGLE ROAD WALNUT CA 91789 Primary SFR 360 90.0 7.500
27866920 231 SUMMERFORD CIRC SAN RAMON CA 94583 Primary PUD 360 80.0 7.375
27868371 2599 DELLWOOD DR ATLANTA GA 30305 Primary SFR 360 72.7 7.250
27869197 1553 NORTH 22ND ST ARLINGTON VA 22209 Primary PUD 360 76.3 6.875
27869254 32728 FOWLER COURT UNION CITY CA 94587 Primary SFR 360 80.0 7.250
27872373 7919 INDIAN CREEK DR ORANGEVALE CA 95662 Primary SFR 360 79.5 7.250
27876630 1241 CARTER ROAD SACRAMENTO CA 95864 Primary SFR 360 80.0 7.250
27878495 178 HALL DRIVE ORINDA CA 94563 Primary SFR 360 59.1 7.500
27879667 2268 ALLEGHENY WAY SAN MATEO CA 94402 Primary SFR 360 65.8 7.375
27879964 1875 15TH AVENUE SAN FRANCIS CA 94122 Primary SFR 360 74.1 7.250
27880053 1485 LAMORE DRIVE SAN JOSE CA 95130 Primary SFR 360 75.0 7.000
27884824 101 ELLIOTT COURT ALAMO CA 94507 Primary SFR 360 70.0 7.125
27886159 828 SCHOOLHOUSE R SAN JOSE CA 95138 Primary SFR 360 73.5 6.875
27891092 282 STATES STREET SAN FRANCIS CA 94114 Primary SFR 360 56.1 7.375
27898899 8 SHAMROCK COURT MILLBRAE CA 94030 Primary SFR 360 50.0 7.250
27903905 3561 BOYER CIRCLE LAFAYETTE CA 94549 Primary SFR 360 46.1 7.000
27911841 206 RUBENSTEIN PL CARDIFF CA 92007 Primary SFR 360 80.0 7.125
27934546 208 PALMETTO BOULEV EDISTO ISLA SC 29438 Secondary SFR 360 90.0 7.250
27934652 1000 HAMPSHIRE LN NEWPORT BEA CA 92660 Primary SFR 360 40.8 7.000
27969716 2269 SILVER SPRING D WESTLAKE VI CA 91361 Primary SFR 360 72.7 7.125
<PAGE>
<CAPTION>
LOAN# FIRSTPAYDT MAT DT PANDI SCHPTD ORIG BAL ACT BALANCE SCH BALANCE PURP
----- ---------- ------ ----- ------ -------- ----------- ----------- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
21879952 2/1/99 1/1/29 $1,945.68 4/1/99 $292,450.00 $291,969.16 $291,726.63 PURCH
22079040 3/1/99 2/1/29 $1,576.70 4/1/99 $243,092.00 $242,882.69 $242,672.21 PURCH
22173777 3/1/99 2/1/29 $2,382.51 4/1/99 $349,250.00 $348,977.54 $348,703.44 PURCH
22247597 3/1/99 2/1/29 $1,700.79 4/1/99 $246,250.00 $245,874.09 $245,874.09 R/T REFI
22334510 11/1/98 10/1/28 $2,654.23 4/1/99 $375,000.00 $373,625.56 $373,345.41 R/T REFI
22515753 3/1/99 2/1/29 $1,949.34 4/1/99 $293,000.00 $292,559.83 $292,317.09 R/T REFI
22538839 3/1/99 2/1/29 $1,793.49 4/1/99 $256,500.00 $256,118.09 $256,118.09 PURCH
22585707 10/1/98 9/1/28 $2,412.25 4/1/99 $367,200.00 $365,003.03 $365,322.29 PURCH
22587760 2/1/99 4/1/28 $2,301.44 4/1/99 $347,622.00 $346,687.24 $347,000.66 R/T REFI
22608509 3/1/99 2/1/29 $2,019.25 4/1/99 $296,000.00 $295,769.08 $295,536.77 PURCH
22619936 3/1/99 2/1/29 $4,191.41 4/1/99 $630,000.00 $629,483.59 $628,964.17 R/T REFI
22620157 2/1/99 1/1/29 $3,592.63 4/1/99 $540,000.00 $538,664.33 $538,664.33 PURCH
22621809 3/1/99 2/1/29 $2,046.53 4/1/99 $300,000.00 $299,765.97 $299,530.53 R/T REFI
22627764 2/1/99 1/1/29 $2,991.32 4/1/99 $444,000.00 $443,287.75 $442,928.45 PURCH
22630842 3/1/99 2/1/29 $1,825.26 4/1/99 $274,350.00 $273,898.92 $273,671.40 PURCH
22632624 3/1/99 2/1/29 $2,559.13 4/1/99 $366,000.00 $365,728.37 $365,455.04 PURCH
22646392 2/1/99 1/1/29 $2,046.53 4/1/99 $300,000.00 $299,530.53 $299,293.66 PURCH
22647523 2/1/99 1/1/29 $1,932.57 4/1/99 $286,850.00 $285,984.64 $285,750.10 PURCH
22651020 2/1/99 1/1/29 $2,387.62 4/1/99 $350,000.00 $349,452.27 $349,175.92 R/T REFI
22652333 3/1/99 2/1/29 $2,474.93 4/1/99 $372,000.00 $371,695.07 $371,388.36 PURCH
22653356 4/1/99 3/1/29 $2,182.19 4/1/99 $328,000.00 $328,000.00 $327,731.14 R/T REFI
22653489 3/1/99 2/1/29 $1,807.77 4/1/99 $265,000.00 $264,585.29 $264,585.29 R/T REFI
22653570 4/1/99 3/1/29 $2,387.62 4/1/99 $350,000.00 $349,726.96 $349,726.96 R/T REFI
22653968 2/1/99 1/1/29 $2,946.98 4/1/99 $448,600.00 $447,844.09 $447,462.88 R/T REFI
22654222 4/1/99 3/1/29 $2,848.77 4/1/99 $417,600.00 $417,274.23 $417,274.23 PURCH
22659049 3/1/99 2/1/29 $2,370.14 4/1/99 $356,250.00 $355,957.98 $355,664.26 C/O REFI
22659908 3/1/99 2/1/29 $2,661.21 4/1/99 $400,000.00 $399,672.11 $399,342.32 PURCH
22662001 3/1/99 2/1/29 $2,472.26 4/1/99 $371,600.00 $371,273.82 $370,967.32 R/T REFI
22663165 3/1/99 2/1/29 $2,240.95 4/1/99 $328,500.00 $327,985.93 $327,985.93 R/T REFI
22664130 3/1/99 2/1/29 $2,661.21 4/1/99 $400,000.00 $399,672.12 $399,342.33 PURCH
22664932 3/1/99 2/1/29 $2,055.79 4/1/99 $309,000.00 $307,988.56 $307,988.56 R/T REFI
22664965 4/1/99 3/1/29 $1,741.04 4/1/99 $249,000.00 $248,815.21 $248,815.21 R/T REFI
22665004 3/1/99 2/1/29 $2,368.48 4/1/99 $356,000.00 $355,259.45 $355,259.45 R/T REFI
22666390 3/1/99 2/1/29 $2,930.68 4/1/99 $435,000.00 $434,652.13 $434,302.20 R/T REFI
22667927 3/1/99 2/1/29 $3,423.78 4/1/99 $514,620.00 $513,773.88 $513,773.88 PURCH
22668081 3/1/99 2/1/29 $3,567.29 4/1/99 $550,000.00 $549,526.46 $549,050.26 PURCH
22668495 3/1/99 2/1/29 $1,697.78 4/1/99 $252,000.00 $251,798.47 $251,595.74 R/T REFI
22668800 3/1/99 2/1/29 $3,255.97 4/1/99 $502,000.00 $501,133.13 $501,133.13 PURCH
22668867 3/1/99 2/1/29 $4,003.79 4/1/99 $601,800.00 $601,306.71 $600,810.54 PURCH
22669162 4/1/99 3/1/29 $2,148.86 4/1/99 $315,000.00 $315,000.00 $314,754.27 R/T REFI
22670178 4/1/99 3/1/29 $4,434.15 4/1/99 $650,000.00 $649,492.93 $649,492.93 R/T REFI
22670830 3/1/99 2/1/29 $2,111.34 4/1/99 $309,500.00 $304,461.12 $304,461.12 R/T REFI
22672232 4/1/99 3/1/29 $2,890.49 4/1/99 $440,000.00 $439,630.34 $439,630.34 PURCH
22675599 3/1/99 2/1/29 $2,364.95 4/1/99 $360,000.00 $359,393.37 $359,393.37 R/T REFI
22683692 2/1/99 1/1/29 $2,182.96 4/1/99 $320,000.00 $319,246.58 $319,246.58 PURCH
22687594 3/1/99 2/1/29 $3,670.88 4/1/99 $525,000.00 $524,610.37 $524,218.30 C/O REFI
22688063 3/1/99 2/1/29 $3,201.51 4/1/99 $475,200.00 $474,596.55 $474,212.96 R/T REFI
22688402 3/1/99 2/1/29 $1,801.19 4/1/99 $267,350.00 $267,136.20 $266,921.13 PURCH
22689954 3/1/99 2/1/29 $2,856.26 4/1/99 $434,790.00 $433,316.29 $432,942.57 R/T REFI
22690804 2/1/99 1/1/29 $1,978.32 4/1/99 $290,000.00 $289,546.16 $289,317.18 PURCH
22692065 3/1/99 2/1/29 $1,951.71 4/1/99 $286,100.00 $285,876.81 $285,652.27 PURCH
22693733 3/1/99 2/1/29 $1,822.93 4/1/99 $274,000.00 $273,549.49 $273,549.49 PURCH
22694368 3/1/99 2/1/29 $2,524.16 4/1/99 $344,000.00 $343,769.17 $343,536.80 R/T REFI
22697734 2/1/99 1/1/29 $1,920.10 4/1/99 $285,000.00 $284,542.82 $284,312.19 PURCH
22697932 4/1/99 3/1/29 $2,003.63 4/1/99 $305,000.00 $305,000.00 $304,743.77 PURCH
22700579 3/1/99 2/1/29 $1,759.73 4/1/99 $264,500.00 $264,065.11 $264,065.11 R/T REFI
22700611 3/1/99 2/1/29 $2,508.19 4/1/99 $377,000.00 $376,690.98 $376,380.15 R/T REFI
22700645 3/1/99 2/1/29 $2,463.49 4/1/99 $375,000.00 $374,684.95 $374,368.09 C/O REFI
22701783 3/1/99 2/1/29 $1,955.99 4/1/99 $294,000.00 $292,782.51 $292,782.51 R/T REFI
22701825 3/1/99 2/1/29 $2,011.05 4/1/99 $298,500.00 $298,261.29 $298,021.17 R/T REFI
22702138 3/1/99 2/1/29 $3,299.90 4/1/99 $496,000.00 $495,141.39 $495,141.39 PURCH
22703995 3/1/99 2/1/29 $3,240.03 4/1/99 $487,000.00 $486,600.80 $486,199.27 R/T REFI
22704282 4/1/99 3/1/29 $2,021.16 4/1/99 $300,000.00 $299,760.09 $299,760.09 R/T REFI
22704381 4/1/99 3/1/29 $2,095.70 4/1/99 $315,000.00 $314,741.80 $314,741.80 PURCH
22704423 3/1/99 2/1/29 $1,751.67 4/1/99 $260,000.00 $259,792.08 $259,582.93 PURCH
22704654 3/1/99 2/1/29 $2,769.27 4/1/99 $400,950.00 $400,644.90 $400,337.93 R/T REFI
22704720 3/1/99 2/1/29 $1,708.02 4/1/99 $260,000.00 $259,781.56 $259,561.87 PURCH
22705479 4/1/99 3/1/29 $2,627.72 4/1/99 $400,000.00 $400,000.00 $399,663.95 C/O REFI
22705883 4/1/99 3/1/29 $3,008.40 4/1/99 $441,000.00 $440,655.98 $440,655.98 R/T REFI
22706485 4/1/99 3/1/29 $2,089.61 4/1/99 $298,850.00 $298,628.20 $298,628.20 PURCH
22706857 3/1/99 2/1/29 $2,021.50 4/1/99 $300,050.00 $299,810.05 $299,568.67 R/T REFI
22707210 3/1/99 2/1/29 $2,333.76 4/1/99 $346,400.00 $346,122.99 $345,844.34 PURCH
22707442 3/1/99 2/1/29 $2,268.87 4/1/99 $328,500.00 $328,250.04 $327,998.54 R/T REFI
22708416 3/1/99 2/1/29 $2,414.88 4/1/99 $367,600.00 $367,291.16 $366,980.55 R/T REFI
22708580 3/1/99 2/1/29 $2,128.97 4/1/99 $320,000.00 $319,737.70 $319,473.87 PURCH
22708614 4/1/99 3/1/29 $1,917.31 4/1/99 $277,600.00 $277,388.77 $277,388.77 R/T REFI
22708648 4/1/99 3/1/29 $2,281.99 4/1/99 $343,000.00 $343,000.00 $342,718.84 R/T REFI
22709745 3/1/99 2/1/29 $1,991.96 4/1/99 $292,000.00 $291,221.40 $290,988.90 PURCH
22709836 3/1/99 2/1/24 $1,821.61 4/1/99 $246,500.00 $246,219.02 $245,936.28 R/T REFI
22709869 3/1/99 2/1/29 $3,705.45 4/1/99 $550,000.00 $549,560.18 $549,117.74 R/T REFI
22710214 3/1/99 2/1/29 $2,528.15 4/1/99 $380,000.00 $379,688.52 $379,375.22 R/T REFI
22710552 4/1/99 3/1/29 $1,867.97 4/1/99 $288,000.00 $287,752.03 $287,752.03 PURCH
22710701 3/1/99 2/1/29 $2,081.07 4/1/99 $312,800.00 $312,543.60 $312,285.70 R/T REFI
22710750 4/1/99 3/1/29 $2,442.30 4/1/99 $376,550.00 $376,550.00 $376,225.79 PURCH
22710933 3/1/99 2/1/29 $3,178.14 4/1/99 $490,000.00 $489,578.11 $489,153.85 R/T REFI
22711089 4/1/99 3/1/29 $1,816.08 4/1/99 $280,000.00 $280,000.00 $279,758.92 PURCH
22711113 4/1/99 3/1/29 $2,010.66 4/1/99 $310,000.00 $309,733.09 $309,733.09 PURCH
22711238 4/1/99 3/1/29 $2,223.90 4/1/99 $326,000.00 $326,000.00 $325,745.68 R/T REFI
22711253 3/1/99 2/1/29 $2,713.41 4/1/99 $378,750.00 $378,213.64 $378,213.64 PURCH
22711733 3/1/99 2/1/29 $5,798.50 4/1/99 $850,000.00 $849,336.92 $848,669.83 PURCH
22711808 4/1/99 3/1/29 $1,829.58 4/1/99 $275,000.00 $275,000.00 $274,774.59 R/T REFI
22711980 3/1/99 2/1/29 $1,763.05 4/1/99 $265,000.00 $264,782.78 $264,564.30 R/T REFI
22712087 4/1/99 3/1/29 $3,368.60 4/1/99 $500,000.00 $500,000.00 $499,600.15 PURCH
22712178 3/1/99 2/1/29 $2,027.85 4/1/99 $304,800.00 $304,350.15 $304,097.68 R/T REFI
22712277 3/1/99 2/1/29 $1,988.82 4/1/99 $295,200.00 $294,963.93 $294,726.46 PURCH
22712400 3/1/99 2/1/29 $3,001.58 4/1/99 $440,000.00 $439,656.75 $439,311.43 PURCH
22712756 3/1/99 2/1/29 $2,292.73 4/1/99 $367,500.00 $366,817.42 $366,817.42 R/T REFI
22713549 4/1/99 3/1/29 $2,494.88 4/1/99 $375,000.00 $374,692.62 $374,692.62 C/O REFI
22713721 4/1/99 3/1/29 $1,783.65 4/1/99 $252,000.00 $252,000.00 $251,817.60 PURCH
22713739 3/1/99 2/1/29 $1,770.89 4/1/99 $256,400.00 $255,681.22 $255,481.70 C/O REFI
22714240 3/1/99 2/1/29 $1,852.73 4/1/99 $275,000.00 $274,780.08 $274,558.86 PURCH
22714489 4/1/99 3/1/29 $4,249.96 4/1/99 $623,000.00 $623,000.00 $622,514.00 R/T REFI
22714570 4/1/99 3/1/29 $3,097.42 4/1/99 $471,500.00 $471,103.88 $471,103.88 R/T REFI
22714885 3/1/99 2/1/29 $2,065.12 4/1/99 $299,000.00 $298,372.48 $298,141.11 R/T REFI
22714919 3/1/99 2/1/29 $2,755.51 4/1/99 $409,000.00 $408,343.92 $408,343.92 PURCH
22714950 4/1/99 3/1/29 $1,896.20 4/1/99 $300,000.00 $299,728.80 $299,728.80 PURCH
22715056 3/1/99 2/1/29 $3,572.40 4/1/99 $530,250.00 $529,825.96 $529,399.40 R/T REFI
22715080 4/1/99 3/1/29 $2,335.21 4/1/99 $351,000.00 $350,412.29 $350,412.29 R/T REFI
22715239 3/1/99 2/1/29 $1,780.48 4/1/99 $261,000.00 $260,796.40 $260,591.56 R/T REFI
22715254 4/1/99 3/1/29 $2,673.70 4/1/99 $407,000.00 $407,000.00 $406,658.07 PURCH
22715379 3/1/99 2/1/29 $1,910.09 4/1/99 $280,000.00 $279,781.57 $279,561.83 R/T REFI
22715494 4/1/99 3/1/29 $2,022.52 4/1/99 $304,000.00 $304,000.00 $303,750.81 R/T REFI
22715528 4/1/99 3/1/29 $2,356.35 4/1/99 $368,000.00 $368,000.00 $367,675.32 PURCH
22716047 3/1/99 2/1/29 $3,987.56 4/1/99 $607,000.00 $606,490.04 $605,977.16 R/T REFI
22716286 4/1/99 3/1/29 $1,842.89 4/1/99 $277,000.00 $277,000.00 $276,772.94 R/T REFI
22716344 4/1/99 3/1/29 $2,295.30 4/1/99 $345,000.00 $345,000.00 $344,717.20 C/O REFI
22716567 4/1/99 3/1/29 $2,135.02 4/1/99 $325,000.00 $325,000.00 $324,726.96 C/O REFI
22716625 4/1/99 3/1/29 $2,298.96 4/1/99 $354,450.00 $354,450.00 $354,144.82 PURCH
22716690 3/1/99 2/1/29 $2,594.39 4/1/99 $400,000.00 $399,309.28 $399,309.28 PURCH
22716815 3/1/99 2/1/29 $1,039.89 4/1/99 $154,350.00 $154,226.56 $154,102.39 PURCH
22717102 3/1/99 2/1/29 $1,992.76 4/1/99 $285,000.00 $284,788.49 $284,575.66 R/T REFI
22717367 4/1/99 3/1/29 $2,548.44 4/1/99 $398,000.00 $398,000.00 $397,648.85 PURCH
22717581 4/1/99 3/1/29 $1,970.79 4/1/99 $300,000.00 $299,747.96 $299,747.96 R/T REFI
22718050 4/1/99 3/1/29 $2,040.99 4/1/99 $318,750.00 $318,468.78 $318,468.78 C/O REFI
22719066 3/1/99 2/1/29 $1,796.48 4/1/99 $266,650.00 $266,436.75 $266,222.24 PURCH
22719157 4/1/99 3/1/29 $2,226.99 4/1/99 $339,000.00 $339,000.00 $338,715.20 C/O REFI
22720080 3/1/99 2/1/29 $2,049.13 4/1/99 $308,000.00 $307,747.54 $307,493.60 PURCH
22720130 3/1/99 2/1/29 $1,995.91 4/1/99 $300,000.00 $299,754.09 $299,506.75 PURCH
22720486 3/1/99 2/1/29 $1,984.71 4/1/99 $306,000.00 $305,736.54 $305,471.60 R/T REFI
22720510 3/1/99 2/1/29 $1,795.76 4/1/99 $260,000.00 $259,802.16 $259,603.10 PURCH
22720544 4/1/99 3/1/29 $2,265.10 4/1/99 $344,800.00 $344,800.00 $344,510.32 PURCH
22720775 3/1/99 2/1/29 $2,796.86 4/1/99 $400,000.00 $399,703.14 $399,404.42 R/T REFI
22720940 4/1/99 3/1/29 $2,209.80 4/1/99 $328,000.00 $328,000.00 $327,737.70 R/T REFI
22720957 4/1/99 3/1/29 $1,816.07 4/1/99 $280,000.00 $280,000.00 $279,758.93 C/O REFI
22721161 4/1/99 3/1/29 $1,942.16 4/1/99 $284,700.00 $284,700.00 $284,477.90 R/T REFI
22721427 3/1/99 2/1/29 $1,995.91 4/1/99 $300,000.00 $299,754.09 $299,506.75 R/T REFI
22721435 3/1/99 2/1/29 $2,776.33 4/1/99 $392,250.00 $391,966.09 $391,680.38 R/T REFI
22721690 3/1/99 2/1/29 $3,113.62 4/1/99 $468,000.00 $467,230.52 $467,230.52 PURCH
22721757 4/1/99 3/1/29 $2,155.90 4/1/99 $320,000.00 $320,000.00 $319,744.10 PURCH
22721807 3/1/99 2/1/29 $2,310.85 4/1/99 $343,000.00 $342,725.71 $342,449.79 PURCH
22722359 4/1/99 3/1/29 $1,663.26 4/1/99 $250,000.00 $249,795.07 $249,795.07 R/T REFI
22723464 3/1/99 2/1/29 $2,364.95 4/1/99 $360,000.00 $359,697.55 $359,393.37 C/O REFI
22723720 3/1/99 2/1/29 $1,835.44 4/1/99 $262,500.00 $262,109.16 $262,109.16 C/O REFI
22723969 4/1/99 3/1/29 $2,394.44 4/1/99 $351,000.00 $350,726.19 $350,726.19 R/T REFI
22724041 4/1/99 3/1/29 $2,880.76 4/1/99 $433,000.00 $433,000.00 $432,645.07 R/T REFI
22724058 3/1/99 2/1/29 $1,799.21 4/1/99 $260,500.00 $260,301.78 $260,102.34 R/T REFI
22724207 4/1/99 3/1/29 $2,072.03 4/1/99 $300,000.00 $300,000.00 $299,771.72 PURCH
22724488 4/1/99 3/1/29 $2,759.11 4/1/99 $420,000.00 $420,000.00 $419,647.14 R/T REFI
22724686 3/1/99 2/1/29 $4,054.75 4/1/99 $579,900.00 $579,469.63 $579,036.57 PURCH
22724959 4/1/99 3/1/29 $1,752.69 4/1/99 $266,800.00 $266,575.85 $266,575.85 PURCH
22725022 3/1/99 2/1/29 $2,384.97 4/1/99 $354,000.00 $353,716.91 $353,432.13 C/O REFI
22725162 3/1/99 2/1/29 $1,729.79 4/1/99 $260,000.00 $259,786.88 $259,572.51 PURCH
22725212 3/1/99 2/1/29 $2,634.29 4/1/99 $401,000.00 $400,663.11 $400,324.29 R/T REFI
22725618 4/1/99 3/1/29 $1,660.72 4/1/99 $252,800.00 $252,800.00 $252,587.61 PURCH
22725683 4/1/99 3/1/29 $2,395.09 4/1/99 $360,000.00 $360,000.00 $359,704.91 C/O REFI
22725717 3/1/99 2/1/29 $3,153.26 4/1/99 $480,000.00 $479,596.74 $479,191.17 PURCH
22725774 3/1/99 2/1/29 $2,082.98 4/1/99 $329,550.00 $329,252.08 $328,952.55 R/T REFI
22725956 3/1/99 2/1/29 $1,995.91 4/1/99 $300,000.00 $299,754.09 $299,506.75 R/T REFI
22726327 4/1/99 3/1/29 $2,278.47 4/1/99 $334,000.00 $334,000.00 $333,739.45 R/T REFI
22726442 3/1/99 2/1/29 $2,358.02 4/1/99 $350,000.00 $349,099.34 $348,814.10 R/T REFI
22726764 4/1/99 3/1/29 $1,944.51 4/1/99 $296,000.00 $295,751.32 $295,751.32 PURCH
22726863 4/1/99 3/1/29 $1,969.48 4/1/99 $299,800.00 $299,548.12 $299,548.12 R/T REFI
22727168 3/1/99 2/1/29 $4,434.15 4/1/99 $650,000.00 $649,492.93 $648,982.80 R/T REFI
22727366 3/1/99 2/1/29 $3,547.32 4/1/99 $520,000.00 $519,594.35 $519,186.25 R/T REFI
22727374 4/1/99 3/1/29 $1,995.91 4/1/99 $300,000.00 $299,754.09 $299,754.09 C/O REFI
22728281 3/1/99 2/1/29 $2,943.04 4/1/99 $448,000.00 $447,623.63 $447,245.10 R/T REFI
22728877 3/1/99 2/1/29 $1,791.62 4/1/99 $259,400.00 $259,113.03 $258,913.88 R/T REFI
22729230 3/1/99 2/1/29 $2,947.52 4/1/99 $437,500.00 $437,150.13 $436,798.19 C/O REFI
22729768 4/1/99 3/1/29 $2,387.62 4/1/99 $350,000.00 $350,000.00 $349,726.96 PURCH
22730550 3/1/99 2/1/29 $2,198.32 4/1/99 $322,250.00 $321,745.70 $321,745.70 R/T REFI
22730881 7/1/98 6/1/28 $1,703.18 4/1/99 $256,000.00 $254,066.69 $253,845.57 R/T REFI
22730964 12/1/98 11/1/28 $2,808.38 4/1/99 $427,500.00 $426,050.96 $425,683.50 C/O REFI
22731061 12/1/98 11/1/28 $2,445.60 4/1/99 $363,000.00 $361,828.44 $361,531.20 R/T REFI
22731244 3/1/99 2/1/29 $1,886.41 4/1/99 $280,000.00 $279,776.09 $279,550.85 R/T REFI
22731798 4/1/99 3/1/29 $1,342.50 4/1/99 $192,000.00 $191,857.50 $191,857.50 PURCH
22733570 4/1/99 3/1/29 $3,616.52 4/1/99 $536,800.00 $536,800.00 $536,370.73 PURCH
22733711 3/1/99 2/1/29 $1,945.79 4/1/99 $300,000.00 $299,741.70 $299,481.96 PURCH
22733836 3/1/99 2/1/29 $2,634.60 4/1/99 $396,000.00 $395,675.40 $395,348.91 PURCH
22734016 3/1/99 2/1/29 $1,805.57 4/1/99 $268,000.00 $267,785.68 $267,570.09 R/T REFI
22734602 4/1/99 3/1/29 $3,233.85 4/1/99 $480,000.00 $480,000.00 $479,616.15 PURCH
22735021 3/1/99 2/1/29 $1,995.91 4/1/99 $300,000.00 $299,502.66 $299,502.66 R/T REFI
22735534 3/1/99 2/1/29 $2,128.97 4/1/99 $320,000.00 $319,737.70 $319,473.87 PURCH
22735641 3/1/99 2/1/29 $1,960.52 4/1/99 $291,000.00 $290,767.29 $290,533.20 C/O REFI
22736177 4/1/99 3/1/29 $2,135.02 4/1/99 $325,000.00 $324,726.96 $324,726.96 R/T REFI
22736284 3/1/99 2/1/29 $1,806.77 4/1/99 $258,400.00 $258,015.26 $258,015.26 R/T REFI
22736367 3/1/99 2/1/29 $1,127.01 4/1/99 $173,760.00 $173,610.39 $173,459.94 PURCH
22736433 3/1/99 2/1/29 $1,747.05 4/1/99 $256,100.00 $255,900.22 $255,699.23 R/T REFI
22736458 3/1/99 2/1/29 $2,714.43 4/1/99 $408,000.00 $407,665.57 $407,329.19 R/T REFI
22737605 3/1/99 2/1/29 $2,273.64 4/1/99 $346,100.00 $345,809.22 $345,516.78 PURCH
22737696 3/1/99 2/1/29 $1,859.47 4/1/99 $276,000.00 $275,779.28 $275,557.25 PURCH
22737944 4/1/99 3/1/29 $2,251.18 4/1/99 $330,000.00 $329,483.58 $329,742.57 PURCH
22738256 4/1/99 3/1/29 $2,464.67 4/1/99 $380,000.00 $380,000.00 $379,672.83 R/T REFI
22738447 4/1/99 3/1/29 $2,456.92 4/1/99 $374,000.00 $374,000.00 $373,685.79 R/T REFI
22739007 3/1/99 2/1/29 $2,567.54 4/1/99 $385,920.00 $385,285.47 $385,285.47 PURCH
22739155 4/1/99 3/1/29 $ 653.14 4/1/99 $100,700.00 $100,700.00 $100,613.30 PURCH
22739395 3/1/99 2/1/29 $2,296.62 4/1/99 $345,200.00 $344,213.67 $343,924.96 R/T REFI
22739403 4/1/99 3/1/29 $1,945.79 4/1/99 $300,000.00 $300,000.00 $299,741.71 PURCH
22739411 3/1/99 2/1/29 $2,683.27 4/1/99 $388,500.00 $388,204.39 $387,906.96 PURCH
22739627 4/1/99 3/1/29 $2,042.48 4/1/99 $307,000.00 $306,748.35 $306,748.35 C/O REFI
22739882 3/1/99 2/1/29 $1,610.15 4/1/99 $248,250.00 $248,036.25 $247,821.30 PURCH
22739932 3/1/99 2/1/29 $1,915.85 4/1/99 $274,000.00 $273,592.03 $273,592.03 R/T REFI
22740062 3/1/99 2/1/29 $1,896.11 4/1/99 $285,000.00 $284,766.39 $284,531.42 R/T REFI
22740674 3/1/99 2/1/29 $3,353.12 4/1/99 $504,000.00 $503,171.35 $503,171.35 PURCH
22740690 4/1/99 3/1/29 $2,358.02 4/1/99 $350,000.00 $349,720.11 $349,720.11 R/T REFI
22741201 4/1/99 3/1/29 $1,795.76 4/1/99 $260,000.00 $259,797.92 $259,797.92 R/T REFI
22741227 4/1/99 3/1/29 $1,829.05 4/1/99 $282,000.00 $282,000.00 $281,757.20 R/T REFI
22741334 4/1/99 3/1/29 $3,031.73 4/1/99 $450,000.00 $450,000.00 $449,640.15 PURCH
22741508 4/1/99 3/1/29 $1,937.94 4/1/99 $295,000.00 $294,752.16 $294,752.16 PURCH
22741763 4/1/99 3/1/29 $2,455.64 4/1/99 $351,200.00 $351,200.00 $350,939.36 PURCH
22742191 3/1/99 2/1/29 $2,273.80 4/1/99 $337,500.00 $336,958.61 $336,958.61 C/O REFI
22742316 3/1/99 2/1/29 $2,858.14 4/1/99 $429,600.00 $427,893.67 $427,893.67 PURCH
22742506 4/1/99 3/1/29 $1,766.38 4/1/99 $265,500.00 $265,500.00 $265,282.37 R/T REFI
22742878 3/1/99 2/1/29 $2,076.67 4/1/99 $297,000.00 $296,557.78 $296,557.78 R/T REFI
22743298 4/1/99 3/1/29 $2,248.73 4/1/99 $338,000.00 $338,000.00 $337,722.94 PURCH
22743769 3/1/99 2/1/29 $2,020.86 4/1/99 $303,750.00 $303,250.29 $303,250.29 C/O REFI
22744254 4/1/99 3/1/29 $2,275.33 4/1/99 $342,000.00 $341,719.67 $341,719.67 PURCH
22744528 3/1/99 2/1/29 $4,434.15 4/1/99 $650,000.00 $649,492.93 $648,982.80 R/T REFI
22744544 3/1/99 2/1/29 $1,692.72 4/1/99 $251,250.00 $251,049.08 $250,846.96 C/O REFI
22744551 4/1/99 3/1/29 $2,726.25 4/1/99 $415,000.00 $414,651.35 $414,651.35 R/T REFI
22744726 2/1/99 1/1/29 $1,953.78 4/1/99 $290,000.00 $289,534.81 $289,300.14 PURCH
22744783 3/1/99 2/1/29 $1,837.91 4/1/99 $272,800.00 $272,581.84 $272,362.38 R/T REFI
22746093 4/1/99 3/1/29 $1,876.01 4/1/99 $289,241.00 $289,241.00 $288,991.97 PURCH
22746457 4/1/99 3/1/29 $3,525.44 4/1/99 $529,900.00 $529,465.64 $529,465.64 R/T REFI
22746879 4/1/99 3/1/29 $3,991.81 4/1/99 $600,000.00 $599,508.19 $599,508.19 R/T REFI
22747232 4/1/99 3/1/29 $1,816.07 4/1/99 $280,000.00 $279,575.00 $279,575.00 PURCH
22747380 4/1/99 3/1/29 $1,757.28 4/1/99 $267,500.00 $267,500.00 $267,275.27 R/T REFI
22747422 4/1/99 3/1/29 $1,940.35 4/1/99 $291,650.00 $291,410.94 $291,410.94 PURCH
22747554 3/1/99 2/1/29 $2,653.52 4/1/99 $379,500.00 $378,934.94 $378,934.94 C/O REFI
22747646 3/1/99 2/1/29 $1,839.40 4/1/99 $280,000.00 $279,177.62 $279,177.62 R/T REFI
22748008 4/1/99 3/1/29 $1,756.40 4/1/99 $264,000.00 $263,783.60 $263,783.60 PURCH
22748453 4/1/99 3/1/29 $2,520.84 4/1/99 $378,900.00 $378,589.41 $378,589.41 PURCH
22748826 3/1/99 2/1/29 $2,584.70 4/1/99 $388,500.00 $388,066.25 $387,745.27 C/O REFI
22749030 4/1/99 3/1/29 $2,038.55 4/1/99 $314,300.00 $314,300.00 $314,029.39 PURCH
22749162 4/1/99 3/1/29 $2,253.27 4/1/99 $343,000.00 $342,211.83 $342,211.83 C/O REFI
22749196 3/1/99 2/1/29 $1,748.79 4/1/99 $253,200.00 $252,807.33 $252,612.25 R/T REFI
22749212 4/1/99 3/1/29 $2,965.25 4/1/99 $445,700.00 $445,334.67 $445,334.67 R/T REFI
22749444 4/1/99 3/1/29 $2,275.34 4/1/99 $342,000.00 $342,000.00 $341,719.66 R/T REFI
22749469 4/1/99 3/1/29 $2,970.41 4/1/99 $463,900.00 $463,900.00 $463,490.70 PURCH
22749725 3/1/99 2/1/29 $2,054.38 4/1/99 $290,250.00 $289,828.50 $289,828.50 PURCH
22749808 3/1/99 2/1/29 $2,741.05 4/1/99 $412,000.00 $411,662.28 $411,322.59 PURCH
22749857 4/1/99 3/1/29 $3,206.23 4/1/99 $470,000.00 $470,000.00 $469,633.35 R/T REFI
22750152 4/1/99 3/1/29 $1,995.91 4/1/99 $300,000.00 $300,000.00 $299,754.09 PURCH
22750210 3/1/99 2/1/29 $1,893.15 4/1/99 $281,000.00 $280,775.29 $280,549.24 R/T REFI
22750608 4/1/99 3/1/29 $2,735.53 4/1/99 $401,000.00 $401,000.00 $400,687.18 R/T REFI
22750897 4/1/99 3/1/19 $2,015.78 4/1/99 $260,000.00 $260,000.00 $259,500.89 R/T REFI
22751168 4/1/99 3/1/29 $4,062.53 4/1/99 $603,000.00 $603,000.00 $602,517.78 C/O REFI
22752026 3/1/99 2/1/29 $2,167.56 4/1/99 $310,000.00 $309,769.94 $309,538.44 C/O REFI
22752307 4/1/99 3/1/29 $4,324.47 4/1/99 $650,000.00 $650,000.00 $649,467.20 R/T REFI
22752364 4/1/99 3/1/29 $3,276.28 4/1/99 $492,450.00 $492,046.34 $492,046.34 PURCH
22753933 4/1/99 3/1/29 $1,219.36 4/1/99 $188,000.00 $187,837.04 $187,837.04 PURCH
22754113 4/1/99 3/1/29 $4,270.04 4/1/99 $650,000.00 $650,000.00 $649,453.92 PURCH
22754303 3/1/99 2/1/29 $ 761.11 4/1/99 $114,400.00 $114,306.22 $114,211.90 PURCH
22754881 3/1/99 2/1/29 $2,752.58 4/1/99 $403,500.00 $402,868.56 $402,868.56 R/T REFI
22755060 4/1/99 3/1/29 $3,027.13 4/1/99 $455,000.00 $454,627.04 $454,627.04 R/T REFI
22755433 3/1/99 2/1/29 $1,944.51 4/1/99 $296,000.00 $295,751.32 $295,501.22 C/O REFI
22756043 4/1/99 3/1/29 $1,873.80 4/1/99 $288,900.00 $288,388.41 $288,388.41 PURCH
22756183 4/1/99 3/1/29 $2,827.54 4/1/99 $425,000.00 $425,000.00 $424,651.63 R/T REFI
22756365 3/1/99 2/1/29 $1,776.36 4/1/99 $267,000.00 $266,781.14 $266,561.00 R/T REFI
22756399 4/1/99 3/1/29 $2,091.66 4/1/99 $318,400.00 $318,132.51 $318,132.51 PURCH
22756597 3/1/99 2/1/29 $2,208.80 4/1/99 $332,000.00 $331,454.15 $331,454.15 R/T REFI
22756795 3/1/99 2/1/29 $2,684.09 4/1/99 $398,400.00 $398,081.41 $397,760.93 PURCH
22756886 4/1/99 3/1/29 $2,246.70 4/1/99 $342,000.00 $341,712.68 $341,712.68 R/T REFI
22756951 4/1/99 3/1/29 $2,461.51 4/1/99 $374,700.00 $374,700.00 $374,385.21 R/T REFI
22757694 3/1/99 2/1/29 $2,659.53 4/1/99 $415,350.00 $414,983.55 $414,615.08 PURCH
22757850 3/1/99 2/1/29 $2,728.71 4/1/99 $400,000.00 $399,687.96 $399,374.03 PURCH
22758171 4/1/99 3/1/29 $1,644.85 4/1/99 $253,600.00 $253,381.65 $253,381.65 PURCH
22758395 3/1/99 2/1/29 $1,919.27 4/1/99 $267,900.00 $267,710.92 $267,520.62 PURCH
22758593 3/1/99 2/1/29 $3,376.77 4/1/99 $495,000.00 $494,225.38 $494,225.38 C/O REFI
22758965 4/1/99 3/1/29 $2,189.02 4/1/99 $337,500.00 $337,500.00 $337,209.42 PURCH
22759450 4/1/99 3/1/29 $2,432.13 4/1/99 $361,000.00 $358,143.44 $358,143.44 R/T REFI
22759633 2/1/99 1/1/29 $2,062.33 4/1/99 $294,950.00 $294,352.31 $294,129.68 PURCH
22759641 4/1/99 3/1/29 $1,926.72 4/1/99 $289,600.00 $289,362.61 $289,362.61 PURCH
22759674 3/1/99 2/1/29 $2,317.59 4/1/99 $344,000.00 $343,448.19 $343,448.19 PURCH
22760706 3/1/99 2/1/29 $2,238.81 4/1/99 $340,800.00 $340,513.68 $340,225.73 PURCH
22761217 4/1/99 3/1/29 $2,345.24 4/1/99 $357,000.00 $357,000.00 $356,700.07 PURCH
22761233 3/1/99 2/1/29 $2,741.05 4/1/99 $412,000.00 $411,662.28 $411,322.59 PURCH
22761704 3/1/99 2/1/29 $2,517.17 4/1/99 $360,000.00 $359,732.82 $359,463.98 PURCH
22761878 4/1/99 3/1/29 $1,672.57 4/1/99 $251,400.00 $251,400.00 $251,193.93 PURCH
22762603 4/1/99 3/1/29 $2,561.41 4/1/99 $385,000.00 $385,000.00 $384,684.42 PURCH
22762819 4/1/99 3/1/19 $3,447.15 4/1/99 $440,350.00 $440,350.00 $439,517.43 R/T REFI
22762827 4/1/99 3/1/29 $1,995.91 4/1/99 $300,000.00 $300,000.00 $299,754.09 PURCH
22762959 4/1/99 3/1/29 $1,756.40 4/1/99 $264,000.00 $263,783.60 $263,783.60 PURCH
22763023 4/1/99 3/1/29 $1,828.92 4/1/99 $274,900.00 $274,674.66 $274,674.66 PURCH
22763312 4/1/99 3/1/29 $1,776.56 4/1/99 $251,000.00 $251,000.00 $250,818.34 R/T REFI
22763429 3/1/99 2/1/29 $2,568.07 4/1/99 $386,000.00 $385,683.60 $385,365.35 R/T REFI
22763536 4/1/99 3/1/29 $2,295.29 4/1/99 $345,000.00 $345,000.00 $344,717.21 R/T REFI
22763569 4/1/99 3/1/29 $1,984.71 4/1/99 $306,000.00 $305,736.54 $305,736.54 R/T REFI
22763833 4/1/99 3/1/29 $1,957.81 4/1/99 $280,000.00 $279,792.19 $279,792.19 R/T REFI
22763866 3/1/99 2/1/29 $2,228.04 4/1/99 $352,500.00 $351,860.95 $351,860.95 C/O REFI
22764351 4/1/99 3/1/29 $2,032.89 4/1/99 $298,000.00 $298,000.00 $297,767.53 R/T REFI
22764393 4/1/99 3/1/29 $3,448.88 4/1/99 $525,000.00 $525,000.00 $524,558.93 C/O REFI
22765168 4/1/99 3/1/29 $2,148.16 4/1/99 $327,000.00 $326,725.28 $326,725.28 R/T REFI
22765499 4/1/99 3/1/29 $2,049.14 4/1/99 $308,000.00 $308,000.00 $307,747.53 PURCH
22765549 4/1/99 3/1/29 $1,994.21 4/1/99 $296,000.00 $295,763.29 $295,763.29 C/O REFI
22765630 4/1/99 3/1/29 $1,995.91 4/1/99 $300,000.00 $299,754.09 $299,754.09 R/T REFI
22766158 4/1/99 3/1/29 $2,667.93 4/1/99 $396,000.00 $396,000.00 $395,683.32 PURCH
22766216 3/1/99 2/1/29 $1,769.38 4/1/99 $272,800.00 $272,565.12 $272,328.92 R/T REFI
22766240 3/1/99 2/1/29 $2,112.04 4/1/99 $313,490.00 $313,239.30 $312,987.12 PURCH
22766471 4/1/99 3/1/29 $1,980.64 4/1/99 $301,500.00 $301,246.70 $301,246.70 PURCH
22766620 4/1/99 3/1/29 $2,207.83 4/1/99 $340,400.00 $340,400.00 $340,106.92 PURCH
22766786 3/1/99 2/1/29 $1,679.89 4/1/99 $252,500.00 $252,293.03 $252,084.85 PURCH
22767008 4/1/99 3/1/29 $1,979.27 4/1/99 $297,500.00 $297,256.15 $297,256.15 R/T REFI
22767057 3/1/99 2/1/29 $2,494.89 4/1/99 $375,000.00 $374,692.61 $374,383.43 C/O REFI
22767396 4/1/99 3/1/29 $2,195.50 4/1/99 $330,000.00 $330,000.00 $329,729.50 R/T REFI
22767503 4/1/99 3/1/29 $2,430.64 4/1/99 $370,000.00 $370,000.00 $369,689.15 PURCH
22768402 4/1/99 3/1/29 $1,639.66 4/1/99 $252,800.00 $252,800.00 $252,582.34 PURCH
22768469 3/1/99 2/1/29 $4,042.32 4/1/99 $600,000.00 $599,520.18 $599,037.51 C/O REFI
22768592 3/1/99 2/1/29 $2,490.90 4/1/99 $374,400.00 $374,093.10 $373,784.41 PURCH
22768758 4/1/99 3/1/29 $2,077.55 4/1/99 $300,800.00 $300,800.00 $300,571.12 R/T REFI
22769392 4/1/99 3/1/29 $3,544.73 4/1/99 $532,800.00 $532,101.43 $532,101.43 PURCH
22769772 4/1/99 3/1/29 $1,962.64 4/1/99 $295,000.00 $295,000.00 $294,758.19 R/T REFI
22769780 3/1/99 2/1/29 $3,120.27 4/1/99 $469,000.00 $468,615.56 $468,228.88 C/O REFI
22769806 4/1/99 3/1/29 $3,233.37 4/1/99 $486,000.00 $486,000.00 $485,601.63 R/T REFI
22769822 4/1/99 3/1/29 $2,694.87 4/1/99 $400,000.00 $399,680.13 $399,680.13 C/O REFI
22770051 3/1/99 2/1/29 $2,762.70 4/1/99 $400,000.00 $399,695.63 $399,389.39 R/T REFI
22770176 3/1/99 2/1/29 $2,417.36 4/1/99 $350,000.00 $349,733.67 $349,465.71 C/O REFI
22770317 3/1/99 2/1/29 $1,800.95 4/1/99 $264,000.00 $263,586.86 $263,586.86 PURCH
22770879 4/1/99 3/1/29 $3,991.82 4/1/99 $600,000.00 $599,508.18 $599,508.18 R/T REFI
22770978 4/1/99 3/1/29 $2,075.74 4/1/99 $312,000.00 $311,744.26 $311,744.26 R/T REFI
22771018 4/1/99 3/1/29 $2,102.17 4/1/99 $320,000.00 $319,731.16 $319,731.16 R/T REFI
22771505 4/1/99 3/1/29 $2,574.72 4/1/99 $387,000.00 $387,000.00 $386,682.78 R/T REFI
22771687 4/1/99 3/1/29 $1,219.13 4/1/99 $185,580.00 $185,580.00 $185,424.09 PURCH
22771844 4/1/99 3/1/29 $3,645.95 4/1/99 $555,000.00 $555,000.00 $554,533.74 R/T REFI
22772446 4/1/99 3/1/29 $1,970.79 4/1/99 $300,000.00 $299,747.96 $299,747.96 PURCH
22772545 3/1/99 2/1/29 $2,072.03 4/1/99 $300,000.00 $299,471.72 $299,240.19 R/T REFI
22772552 4/1/99 3/1/29 $1,945.80 4/1/99 $300,000.00 $300,000.00 $299,741.70 PURCH
22772800 4/1/99 3/1/29 $2,554.07 4/1/99 $374,400.00 $374,107.93 $374,107.93 R/T REFI
22772826 4/1/99 3/1/29 $2,557.76 4/1/99 $384,450.00 $384,450.00 $384,134.87 R/T REFI
22773006 3/1/99 2/1/29 $2,005.60 4/1/99 $294,000.00 $293,770.65 $293,539.91 C/O REFI
22773402 4/1/99 3/1/29 $2,079.07 4/1/99 $312,500.00 $312,500.00 $312,243.85 R/T REFI
22773543 3/1/99 2/1/29 $2,765.95 4/1/99 $426,450.00 $425,713.60 $425,713.60 PURCH
22773584 2/1/99 1/1/29 $1,723.07 4/1/99 $252,584.00 $252,188.73 $251,989.30 PURCH
22773600 4/1/99 3/1/29 $2,107.94 4/1/99 $325,000.00 $325,000.00 $324,720.19 PURCH
22773717 4/1/99 3/1/29 $1,939.31 4/1/99 $299,000.00 $298,742.57 $298,742.57 PURCH
22774038 4/1/99 3/1/29 $2,529.18 4/1/99 $385,000.00 $385,000.00 $384,676.55 R/T REFI
22774137 3/1/99 2/1/29 $3,035.44 4/1/99 $468,000.00 $467,597.06 $467,191.85 PURCH
22774228 4/1/99 3/1/29 $2,102.18 4/1/99 $320,000.00 $319,731.15 $319,731.15 PURCH
22774533 4/1/99 3/1/29 $1,760.86 4/1/99 $275,000.00 $275,000.00 $274,757.37 PURCH
22775142 4/1/99 3/1/29 $3,276.44 4/1/99 $498,750.00 $498,330.98 $498,330.98 R/T REFI
22775365 4/1/99 3/1/29 $3,432.30 4/1/99 $515,900.00 $515,477.12 $515,477.12 R/T REFI
22775431 4/1/99 3/1/29 $1,869.16 4/1/99 $274,000.00 $274,000.00 $273,786.26 R/T REFI
22775639 11/1/98 10/1/28 $1,872.25 4/1/99 $285,000.00 $283,640.62 $283,640.62 R/T REFI
22775738 4/1/99 3/1/29 $1,815.30 4/1/99 $287,200.00 $287,200.00 $286,940.37 PURCH
22776132 4/1/99 3/1/29 $1,870.69 4/1/99 $270,850.00 $270,537.70 $270,537.70 PURCH
22776173 4/1/99 3/1/29 $1,634.47 4/1/99 $252,000.00 $252,000.00 $251,783.03 R/T REFI
22776231 3/1/99 2/1/29 $1,832.51 4/1/99 $272,000.00 $271,782.49 $271,563.69 R/T REFI
22776405 4/1/99 3/1/29 $2,464.67 4/1/99 $380,000.00 $379,672.83 $379,672.83 PURCH
22776751 4/1/99 3/1/29 $2,122.21 4/1/99 $315,000.00 $314,694.80 $314,694.80 PURCH
22776827 4/1/99 3/1/29 $1,822.57 4/1/99 $281,000.00 $280,758.06 $280,758.06 C/O REFI
22777064 4/1/99 3/1/29 $3,303.23 4/1/99 $496,500.00 $496,093.02 $496,093.02 R/T REFI
22777726 3/1/99 2/1/29 $2,561.09 4/1/99 $384,950.00 $384,634.45 $384,317.06 PURCH
22778385 4/1/99 3/1/29 $3,260.65 4/1/99 $490,100.00 $490,100.00 $489,698.27 R/T REFI
22778492 4/1/99 3/1/29 $2,205.23 4/1/99 $340,000.00 $340,000.00 $339,707.27 R/T REFI
22778567 3/1/99 2/1/29 $1,809.63 4/1/99 $272,000.00 $271,552.78 $271,552.78 R/T REFI
22778807 4/1/99 3/1/29 $2,687.83 4/1/99 $404,000.00 $404,000.00 $403,668.84 R/T REFI
22779037 4/1/99 3/1/29 $1,841.56 4/1/99 $276,800.00 $276,800.00 $276,573.11 PURCH
22779375 3/1/99 2/1/29 $2,694.87 4/1/99 $400,000.00 $399,275.00 $398,950.83 C/O REFI
22779755 4/1/99 3/1/29 $2,397.80 4/1/99 $365,000.00 $365,000.00 $364,693.35 PURCH
22779870 4/1/99 3/1/29 $2,627.94 4/1/99 $395,000.00 $395,000.00 $394,676.23 PURCH
22779904 4/1/99 3/1/29 $3,055.32 4/1/99 $453,500.00 $453,137.34 $453,137.34 R/T REFI
22780662 4/1/99 3/1/29 $2,115.66 4/1/99 $318,000.00 $317,739.34 $317,739.34 R/T REFI
22780753 3/1/99 2/1/29 $1,734.89 4/1/99 $264,090.00 $263,868.13 $263,644.98 PURCH
22781389 3/1/99 2/1/29 $1,953.78 4/1/99 $290,000.00 $289,768.10 $289,534.82 C/O REFI
22781504 4/1/99 3/1/29 $2,629.61 4/1/99 $395,250.00 $394,626.01 $394,626.01 R/T REFI
22781660 3/1/99 2/1/29 $2,299.26 4/1/99 $350,000.00 $349,705.95 $349,410.21 C/O REFI
22782148 3/1/99 2/1/29 $1,931.93 4/1/99 $283,200.00 $282,979.07 $282,756.81 R/T REFI
22782254 3/1/99 2/1/29 $2,814.23 4/1/99 $423,000.00 $422,653.27 $422,304.52 R/T REFI
22782916 4/1/99 3/1/29 $1,793.33 4/1/99 $269,550.00 $269,329.04 $269,329.04 PURCH
22782924 4/1/99 3/1/29 $1,970.79 4/1/99 $300,000.00 $300,000.00 $299,747.96 C/O REFI
22783070 4/1/99 3/1/29 $1,891.95 4/1/99 $288,000.00 $288,000.00 $287,758.05 PURCH
22783104 4/1/99 3/1/29 $2,299.25 4/1/99 $350,000.00 $349,705.96 $349,705.96 R/T REFI
22783310 4/1/99 3/1/29 $1,729.79 4/1/99 $260,000.00 $259,786.88 $259,786.88 PURCH
22783385 4/1/99 3/1/29 $1,915.61 4/1/99 $291,600.00 $291,600.00 $291,355.02 PURCH
22783682 4/1/99 3/1/29 $2,127.40 4/1/99 $328,000.00 $328,000.00 $327,717.60 PURCH
22783799 4/1/99 3/1/29 $1,696.73 4/1/99 $261,600.00 $261,374.77 $261,374.77 PURCH
22783872 4/1/99 3/1/29 $4,108.45 4/1/99 $650,000.00 $650,000.00 $649,412.38 PURCH
22783955 3/1/99 2/1/29 $1,911.41 4/1/99 $287,300.00 $287,064.50 $286,827.63 PURCH
22784516 4/1/99 3/1/29 $1,821.66 4/1/99 $277,300.00 $277,300.00 $277,067.04 R/T REFI
22784565 4/1/99 3/1/29 $2,226.64 4/1/99 $330,500.00 $330,500.00 $330,235.70 R/T REFI
22784599 4/1/99 3/1/29 $ 751.99 4/1/99 $110,233.00 $110,147.00 $110,147.00 PURCH
22784896 4/1/99 3/1/29 $2,548.06 4/1/99 $360,000.00 $360,000.00 $359,739.44 C/O REFI
22785026 3/1/99 2/1/29 $2,085.82 4/1/99 $330,000.00 $329,701.67 $329,401.73 PURCH
22785281 4/1/99 3/1/29 $1,754.32 4/1/99 $254,000.00 $254,000.00 $253,806.72 R/T REFI
22785299 4/1/99 3/1/29 $2,526.29 4/1/99 $389,500.00 $389,500.00 $389,164.65 R/T REFI
22785521 4/1/99 3/1/29 $3,405.15 4/1/99 $525,000.00 $525,000.00 $524,547.98 C/O REFI
22786081 4/1/99 3/1/29 $1,849.54 4/1/99 $278,000.00 $278,000.00 $277,772.13 R/T REFI
22786180 4/1/99 3/1/29 $4,108.45 4/1/99 $650,000.00 $650,000.00 $649,412.38 PURCH
22786271 3/1/99 2/1/29 $2,184.67 4/1/99 $320,250.00 $319,718.08 $319,718.08 C/O REFI
22786859 4/1/99 3/1/29 $2,476.62 4/1/99 $377,000.00 $377,000.00 $376,683.28 R/T REFI
22787022 4/1/99 3/1/29 $3,604.39 4/1/99 $535,000.00 $535,000.00 $534,572.17 R/T REFI
22787931 4/1/99 3/1/29 $1,867.59 4/1/99 $270,400.00 $270,194.24 $270,194.24 R/T REFI
22788392 4/1/99 3/1/29 $2,541.46 4/1/99 $382,000.00 $382,000.00 $381,686.87 R/T REFI
22788475 4/1/99 3/1/29 $2,594.39 4/1/99 $400,000.00 $400,000.00 $399,655.61 PURCH
22788970 4/1/99 3/1/29 $2,042.59 4/1/99 $319,000.00 $319,000.00 $318,718.56 R/T REFI
22789218 4/1/99 3/1/29 $2,397.79 4/1/99 $365,000.00 $364,693.36 $364,693.36 C/O REFI
22789713 4/1/99 3/1/29 $3,059.09 4/1/99 $477,750.00 $477,750.00 $477,328.49 PURCH
22789804 5/1/99 4/1/29 $2,082.40 4/1/99 $313,000.00 $313,000.00 $313,000.00 R/T REFI
22789895 4/1/99 3/1/29 $1,676.56 4/1/99 $252,000.00 $252,000.00 $251,793.44 R/T REFI
22790331 4/1/99 3/1/29 $1,871.92 4/1/99 $284,950.00 $284,950.00 $284,710.61 R/T REFI
22790349 3/1/99 2/1/29 $2,452.34 4/1/99 $364,000.00 $363,708.91 $363,416.09 R/T REFI
22790646 4/1/99 3/1/29 $2,741.05 4/1/99 $412,000.00 $412,000.00 $411,662.28 R/T REFI
22791172 4/1/99 3/1/29 $3,503.34 4/1/99 $520,000.00 $520,000.00 $519,584.16 PURCH
22791198 4/1/99 3/1/29 $4,138.65 4/1/99 $630,000.00 $630,000.00 $629,470.73 R/T REFI
22791701 4/1/99 3/1/29 $2,304.12 4/1/99 $342,000.00 $341,726.51 $341,726.51 R/T REFI
22792188 3/1/99 2/1/29 $4,379.18 4/1/99 $650,000.00 $648,957.31 $648,957.31 R/T REFI
22792360 4/1/99 3/1/29 $3,153.26 4/1/99 $480,000.00 $479,596.74 $479,596.74 PURCH
22792451 4/1/99 3/1/29 $2,262.03 4/1/99 $340,000.00 $340,000.00 $339,721.30 PURCH
22793285 4/1/99 3/1/29 $1,615.01 4/1/99 $249,000.00 $249,000.00 $248,785.62 R/T REFI
22793293 4/1/99 3/1/29 $2,274.38 4/1/99 $355,200.00 $355,200.00 $354,886.62 PURCH
22793814 4/1/99 3/1/29 $1,746.95 4/1/99 $259,300.00 $259,092.64 $259,092.64 PURCH
22793939 4/1/99 3/1/29 $1,920.33 4/1/99 $281,500.00 $281,500.00 $281,280.40 R/T REFI
22794135 4/1/99 3/1/29 $2,328.56 4/1/99 $350,000.00 $350,000.00 $349,713.11 C/O REFI
22794283 4/1/99 3/1/29 $2,002.27 4/1/99 $289,900.00 $289,679.41 $289,679.41 R/T REFI
22794770 4/1/99 3/1/29 $2,522.40 4/1/99 $388,900.00 $388,565.16 $388,565.16 C/O REFI
22794929 4/1/99 3/1/29 $3,792.90 4/1/99 $556,000.00 $556,000.00 $555,566.27 PURCH
22794937 4/1/99 3/1/29 $1,658.60 4/1/99 $249,300.00 $249,300.00 $249,095.65 PURCH
22794952 3/1/99 2/1/29 $2,359.85 4/1/99 $337,500.00 $337,249.53 $336,997.49 PURCH
22795314 4/1/99 3/1/29 $4,372.43 4/1/99 $649,000.00 $648,481.01 $648,481.01 R/T REFI
22795439 4/1/99 3/1/29 $2,386.84 4/1/99 $368,000.00 $366,770.00 $366,770.00 PURCH
22795850 4/1/99 3/1/29 $1,759.00 4/1/99 $271,200.00 $271,200.00 $270,966.50 R/T REFI
22795884 4/1/99 3/1/29 $1,980.73 4/1/99 $294,000.00 $293,764.90 $293,764.90 R/T REFI
22796122 4/1/99 3/1/29 $2,565.85 4/1/99 $395,600.00 $395,600.00 $395,259.40 R/T REFI
22796130 4/1/99 3/1/29 $2,155.58 4/1/99 $324,000.00 $324,000.00 $323,734.42 PURCH
22796825 4/1/99 3/1/29 $2,347.21 4/1/99 $357,300.00 $357,300.00 $356,999.82 PURCH
22797732 4/1/99 3/1/29 $2,122.31 4/1/99 $319,000.00 $319,000.00 $318,738.52 R/T REFI
22798474 3/1/99 2/1/29 $1,749.78 4/1/99 $256,500.00 $256,299.91 $256,098.61 PURCH
22798763 3/1/99 2/1/29 $1,832.51 4/1/99 $272,000.00 $271,563.69 $271,563.69 C/O REFI
22799886 4/1/99 3/1/29 $1,817.96 4/1/99 $260,000.00 $260,000.00 $259,807.04 R/T REFI
22800346 4/1/99 3/1/29 $2,417.36 4/1/99 $350,000.00 $349,733.68 $349,733.68 C/O REFI
22800429 4/1/99 3/1/29 $1,940.31 4/1/99 $288,000.00 $288,000.00 $287,769.69 R/T REFI
22800809 3/1/99 2/1/29 $2,568.60 4/1/99 $391,000.00 $390,671.50 $390,341.12 PURCH
22801096 4/1/99 3/1/29 $2,170.55 4/1/99 $326,250.00 $325,982.57 $325,982.57 C/O REFI
22801294 4/1/99 3/1/29 $2,548.88 4/1/99 $388,000.00 $388,000.00 $387,674.04 PURCH
22801583 4/1/99 3/1/29 $1,663.26 4/1/99 $250,000.00 $250,000.00 $249,795.07 PURCH
22801591 4/1/99 3/1/29 $3,734.30 4/1/99 $583,200.00 $583,200.00 $582,685.45 PURCH
22802516 4/1/99 3/1/29 $1,740.87 4/1/99 $265,000.00 $264,777.36 $264,777.36 R/T REFI
22802615 4/1/99 3/1/29 $2,016.98 4/1/99 $315,000.00 $315,000.00 $314,722.08 R/T REFI
22802706 3/1/99 2/1/29 $2,371.60 4/1/99 $365,650.00 $365,335.18 $365,018.59 PURCH
22803290 4/1/99 3/1/29 $1,734.30 4/1/99 $264,000.00 $264,000.00 $263,778.20 PURCH
22803480 4/1/99 3/1/29 $3,875.88 4/1/99 $590,000.00 $590,000.00 $589,504.33 R/T REFI
22803746 4/1/99 3/1/29 $2,501.54 4/1/99 $376,000.00 $375,691.79 $375,691.79 R/T REFI
22803779 4/1/99 3/1/29 $1,937.61 4/1/99 $294,950.00 $294,950.00 $294,702.21 PURCH
22804066 4/1/99 3/1/29 $3,069.33 4/1/99 $485,600.00 $485,161.00 $485,161.00 PURCH
22804306 4/1/99 3/1/29 $1,849.54 4/1/99 $278,000.00 $277,772.13 $277,772.13 R/T REFI
22804397 4/1/99 3/1/29 $2,391.23 4/1/99 $364,000.00 $364,000.00 $363,694.19 R/T REFI
22805105 4/1/99 3/1/29 $2,632.73 4/1/99 $422,000.00 $421,543.98 $421,543.98 C/O REFI
22805485 3/1/99 2/1/29 $1,745.43 4/1/99 $262,350.00 $262,134.95 $261,918.64 R/T REFI
22805600 4/1/99 3/1/29 $2,226.99 4/1/99 $339,000.00 $339,000.00 $338,715.20 R/T REFI
22805717 4/1/99 3/1/29 $2,381.45 4/1/99 $344,800.00 $344,519.08 $344,519.08 PURCH
22806046 4/1/99 3/1/29 $1,889.46 4/1/99 $284,000.00 $283,767.21 $283,767.21 R/T REFI
22806228 4/1/99 3/1/29 $2,260.49 4/1/99 $344,100.00 $343,810.92 $343,810.92 R/T REFI
22807184 3/1/99 2/1/29 $2,349.60 4/1/99 $348,750.00 $348,471.10 $348,190.55 PURCH
22807606 4/1/99 3/1/29 $2,127.40 4/1/99 $328,000.00 $328,000.00 $327,717.60 R/T REFI
22807739 4/1/99 3/1/29 $2,047.80 4/1/99 $307,800.00 $307,547.70 $307,547.70 R/T REFI
22808026 4/1/99 3/1/29 $2,004.30 4/1/99 $286,650.00 $286,437.26 $286,437.26 PURCH
22808125 5/1/99 4/1/29 $1,721.26 4/1/99 $275,900.00 $275,900.00 $275,900.00 PURCH
22808240 4/1/99 3/1/29 $1,773.92 4/1/99 $273,500.00 $273,500.00 $273,264.52 R/T REFI
22808463 4/1/99 3/1/29 $2,594.40 4/1/99 $400,000.00 $400,000.00 $399,655.60 PURCH
22808497 4/1/99 3/1/29 $1,790.02 4/1/99 $283,200.00 $282,901.42 $282,901.42 PURCH
22809552 12/1/98 11/1/28 $2,206.43 4/1/99 $327,500.00 $326,040.66 $325,770.10 R/T REFI
22809578 12/1/98 11/1/28 $1,806.56 4/1/99 $275,000.00 $274,067.88 $273,831.50 C/O REFI
22810428 4/1/99 3/1/29 $1,893.91 4/1/99 $292,000.00 $292,000.00 $291,748.59 R/T REFI
22810493 4/1/99 3/1/29 $2,417.37 4/1/99 $350,000.00 $349,733.67 $349,733.67 R/T REFI
22810543 4/1/99 3/1/29 $4,058.35 4/1/99 $610,000.00 $609,499.98 $609,499.98 R/T REFI
22810840 4/1/99 3/1/29 $1,813.03 4/1/99 $262,500.00 $262,500.00 $262,300.25 C/O REFI
22811202 4/1/99 3/1/29 $2,729.05 4/1/99 $400,050.00 $399,462.16 $399,462.16 PURCH
22811699 4/1/99 3/1/29 $2,334.95 4/1/99 $360,000.00 $359,670.71 $359,670.71 R/T REFI
22812044 4/1/99 3/1/29 $2,567.40 4/1/99 $385,900.00 $385,900.00 $385,583.68 R/T REFI
22813331 4/1/99 3/1/29 $1,597.06 4/1/99 $240,050.00 $240,050.00 $239,853.23 PURCH
22813687 4/1/99 3/1/29 $3,284.64 4/1/99 $500,000.00 $499,579.94 $499,579.94 R/T REFI
22813828 3/1/99 2/1/29 $1,958.53 4/1/99 $287,100.00 $286,876.03 $286,650.71 PURCH
22813844 3/1/99 2/1/29 $2,905.33 4/1/99 $431,237.00 $430,044.04 $430,044.04 PURCH
22814412 4/1/99 3/1/29 $2,263.70 4/1/99 $336,000.00 $336,000.00 $335,731.30 PURCH
22814875 4/1/99 3/1/29 $1,796.32 4/1/99 $270,000.00 $270,000.00 $269,778.68 R/T REFI
22816458 4/1/99 3/1/29 $1,740.86 4/1/99 $265,000.00 $264,777.37 $264,777.37 PURCH
22816532 4/1/99 3/1/29 $2,692.99 4/1/99 $375,900.00 $375,634.70 $375,634.70 R/T REFI
22818009 4/1/99 3/1/29 $2,407.15 4/1/99 $336,000.00 $336,000.00 $335,762.85 R/T REFI
22818165 4/1/99 3/1/29 $1,905.09 4/1/99 $290,000.00 $290,000.00 $289,756.37 R/T REFI
22819288 4/1/99 3/1/29 $2,703.26 4/1/99 $411,500.00 $411,500.00 $411,154.29 C/O REFI
22819353 4/1/99 3/1/29 $1,889.46 4/1/99 $284,000.00 $284,000.00 $283,767.21 R/T REFI
22820476 4/1/99 3/1/29 $1,660.41 4/1/99 $256,000.00 $256,000.00 $255,779.59 R/T REFI
22821227 4/1/99 3/1/29 $1,990.49 4/1/99 $303,000.00 $302,745.45 $302,745.45 R/T REFI
22821607 4/1/99 3/1/29 $1,280.62 4/1/99 $200,000.00 $200,000.00 $199,823.55 PURCH
22822399 3/1/99 2/1/29 $2,628.85 4/1/99 $390,200.00 $389,842.21 $389,528.05 PURCH
22823637 4/1/99 3/1/29 $3,371.09 4/1/99 $506,700.00 $506,700.00 $506,284.66 R/T REFI
22824668 4/1/99 3/1/29 $1,740.87 4/1/99 $265,000.00 $265,000.00 $264,777.36 R/T REFI
22824965 4/1/99 3/1/29 $2,231.18 4/1/99 $344,000.00 $344,000.00 $343,703.82 PURCH
22825244 4/1/99 3/1/29 $2,228.76 4/1/99 $335,000.00 $334,725.41 $334,725.41 C/O REFI
22825269 4/1/99 3/1/29 $1,806.06 4/1/99 $264,750.00 $264,750.00 $264,543.47 C/O REFI
22825343 4/1/99 3/1/29 $2,993.86 4/1/99 $450,000.00 $450,000.00 $449,631.14 R/T REFI
22825350 4/1/99 3/1/29 $1,777.80 4/1/99 $257,400.00 $257,204.14 $257,204.14 PURCH
22826184 4/1/99 3/1/29 $1,780.40 4/1/99 $274,500.00 $274,500.00 $274,263.66 PURCH
22826580 4/1/99 3/1/29 $2,225.67 4/1/99 $338,800.00 $338,800.00 $338,515.37 R/T REFI
22828214 4/1/99 3/1/29 $2,046.53 4/1/99 $300,000.00 $300,000.00 $299,765.97 PURCH
22828917 4/1/99 3/1/29 $1,839.40 4/1/99 $280,000.00 $280,000.00 $279,764.77 PURCH
22829287 4/1/99 3/1/29 $1,852.73 4/1/99 $275,000.00 $275,000.00 $274,780.08 C/O REFI
22829998 4/1/99 3/1/29 $3,732.40 4/1/99 $554,000.00 $553,556.98 $553,556.98 R/T REFI
22830145 4/1/99 3/1/29 $3,692.43 4/1/99 $555,000.00 $555,000.00 $554,545.07 R/T REFI
22832026 3/1/99 2/1/29 $2,056.76 4/1/99 $301,500.00 $301,140.74 $300,903.37 R/T REFI
22832349 4/1/99 3/1/29 $1,728.51 4/1/99 $266,500.00 $266,500.00 $266,270.55 R/T REFI
22832919 4/1/99 3/1/29 $1,884.14 4/1/99 $283,200.00 $283,200.00 $282,967.86 PURCH
22833826 4/1/99 3/1/29 $2,890.49 4/1/99 $440,000.00 $440,000.00 $439,630.34 R/T REFI
22833909 4/1/99 3/1/29 $2,901.00 4/1/99 $441,600.00 $439,867.91 $439,867.91 PURCH
22835912 3/1/99 2/1/29 $4,125.37 4/1/99 $590,000.00 $589,562.13 $589,121.52 R/T REFI
22836035 4/1/99 3/1/29 $2,102.18 4/1/99 $320,000.00 $320,000.00 $319,731.15 PURCH
22836472 5/1/99 4/1/29 $1,696.52 4/1/99 $255,000.00 $255,000.00 $255,000.00 R/T REFI
22838775 4/1/99 3/1/29 $2,676.33 4/1/99 $407,400.00 $407,400.00 $407,057.73 R/T REFI
22838932 4/1/99 3/1/29 $2,202.67 4/1/99 $344,000.00 $344,000.00 $343,696.50 PURCH
22840383 4/1/99 3/1/29 $2,794.28 4/1/99 $420,000.00 $420,000.00 $419,655.72 R/T REFI
22842629 4/1/99 3/1/29 $1,910.69 4/1/99 $269,950.00 $269,754.62 $269,754.62 R/T REFI
22846489 4/1/99 3/1/29 $2,910.46 4/1/99 $432,000.00 $431,654.54 $431,654.54 PURCH
22848147 4/1/99 3/1/29 $2,145.79 4/1/99 $318,500.00 $318,500.00 $318,245.30 PURCH
22848964 4/1/99 3/1/29 $1,842.69 4/1/99 $280,500.00 $280,500.00 $280,264.34 R/T REFI
22851943 4/1/99 3/1/29 $2,443.78 4/1/99 $372,000.00 $372,000.00 $371,687.47 PURCH
22853840 4/1/99 3/1/29 $2,493.37 4/1/99 $379,550.00 $379,550.00 $379,231.14 R/T REFI
22856645 4/1/99 3/1/29 $1,964.67 4/1/99 $288,000.00 $288,000.00 $287,775.33 PURCH
22857486 4/1/99 3/1/29 $1,875.14 4/1/99 $255,550.00 $255,550.00 $255,378.53 PURCH
22857601 4/1/99 3/1/29 $2,038.82 4/1/99 $306,450.00 $306,450.00 $306,198.81 PURCH
22859870 4/1/99 3/1/29 $1,906.62 4/1/99 $283,000.00 $283,000.00 $282,773.69 R/T REFI
22863237 4/1/99 3/1/29 $2,035.28 4/1/99 $298,350.00 $298,350.00 $298,117.25 PURCH
22871495 4/1/99 3/1/29 $2,692.76 4/1/99 $409,900.00 $409,900.00 $409,555.63 PURCH
22871644 3/1/99 2/1/29 $2,537.00 4/1/99 $391,150.00 $390,813.22 $390,474.54 PURCH
22876320 4/1/99 3/1/29 $2,007.06 4/1/99 $313,450.00 $313,450.00 $313,173.45 PURCH
22876387 3/1/99 2/1/29 $2,476.59 4/1/99 $367,600.00 $367,306.04 $367,010.33 PURCH
26480830 4/1/99 3/1/29 $1,685.85 4/1/99 $253,396.00 $253,396.00 $253,188.29 PURCH
26710582 4/1/99 3/1/29 $2,091.90 4/1/99 $310,500.00 $310,500.00 $310,251.69 R/T REFI
26828194 4/1/99 3/1/29 $2,896.99 4/1/99 $430,000.00 $430,000.00 $429,656.14 R/T REFI
27002880 4/1/99 3/1/29 $2,299.26 4/1/99 $350,000.00 $350,000.00 $349,705.95 C/O REFI
27030782 1/1/99 12/1/28 $1,852.73 4/1/99 $275,000.00 $274,336.32 $274,112.46 C/O REFI
27069236 4/1/99 3/1/29 $1,688.34 4/1/99 $250,600.00 $250,399.60 $250,399.60 R/T REFI
27074970 4/1/99 3/1/29 $1,896.12 4/1/99 $285,000.00 $285,000.00 $284,766.38 PURCH
27111749 4/1/99 3/1/29 $1,860.43 4/1/99 $283,200.00 $282,962.07 $282,962.07 C/O REFI
27159094 5/1/99 4/1/29 $2,558.17 4/1/99 $375,000.00 $375,000.00 $375,000.00 C/O REFI
27161116 4/1/99 3/1/29 $2,049.62 4/1/99 $312,000.00 $312,000.00 $311,737.88 R/T REFI
27167030 4/1/99 3/1/29 $2,217.08 4/1/99 $325,000.00 $324,746.46 $324,746.46 R/T REFI
27181080 4/1/99 3/1/29 $1,896.12 4/1/99 $285,000.00 $285,000.00 $284,766.38 C/O REFI
27200468 4/1/99 3/1/29 $1,951.08 4/1/99 $297,000.00 $296,259.78 $296,006.02 R/T REFI
27212679 5/1/99 4/1/29 $3,011.53 4/1/99 $447,000.00 $447,000.00 $447,000.00 R/T REFI
27262997 4/1/99 3/1/29 $2,202.75 4/1/99 $322,900.00 $322,648.10 $322,648.10 R/T REFI
27266188 5/1/99 4/1/29 $1,944.21 4/1/99 $285,000.00 $285,000.00 $285,000.00 R/T REFI
27300771 4/1/99 3/1/29 $2,123.83 4/1/99 $307,500.00 $307,500.00 $307,266.01 C/O REFI
27329846 4/1/99 3/1/29 $1,773.66 4/1/99 $260,000.00 $260,000.00 $259,797.17 R/T REFI
27350933 4/1/99 3/1/29 $2,614.10 4/1/99 $383,200.00 $383,200.00 $382,901.07 R/T REFI
27354083 2/1/99 1/1/29 $2,384.33 4/1/99 $341,000.00 $340,492.26 $340,236.01 R/T REFI
27407659 4/1/99 3/1/29 $3,665.03 4/1/99 $544,000.00 $544,000.00 $543,564.97 R/T REFI
27448331 4/1/99 3/1/29 $3,619.14 4/1/99 $524,000.00 $524,000.00 $523,601.28 PURCH
27465228 4/1/99 3/1/29 $1,702.12 4/1/99 $246,442.00 $246,442.00 $246,254.47 R/T REFI
27484989 4/1/99 3/1/29 $3,412.17 4/1/99 $488,000.00 $488,000.00 $487,637.83 R/T REFI
27488642 4/1/99 3/1/29 $1,985.77 4/1/99 $284,000.00 $284,000.00 $283,789.23 R/T REFI
27497197 4/1/99 3/1/29 $1,985.14 4/1/99 $291,000.00 $290,772.99 $290,772.99 R/T REFI
27505692 4/1/99 3/1/29 $2,113.47 4/1/99 $306,000.00 $306,000.00 $305,767.16 R/T REFI
27514272 4/1/99 3/1/29 $2,950.76 4/1/99 $432,550.00 $432,550.00 $432,212.56 PURCH
27528892 4/1/99 3/1/29 $2,673.32 4/1/99 $396,800.00 $396,800.00 $396,482.68 R/T REFI
27547041 4/1/99 3/1/29 $2,694.88 4/1/99 $400,000.00 $400,000.00 $399,680.12 R/T REFI
27555762 4/1/99 3/1/29 $3,274.45 4/1/99 $480,000.00 $480,000.00 $479,625.55 PURCH
27567981 4/1/99 3/1/29 $1,684.30 4/1/99 $250,000.00 $248,774.09 $248,774.09 R/T REFI
27584523 4/1/99 3/1/29 $1,978.79 4/1/99 $286,500.00 $286,500.00 $286,281.99 R/T REFI
27591536 5/1/99 4/1/29 $2,447.26 4/1/99 $350,000.00 $350,000.00 $350,000.00 C/O REFI
27594076 5/1/99 4/1/29 $1,880.94 4/1/99 $290,000.00 $290,000.00 $290,000.00 PURCH
27596576 4/1/99 3/1/29 $1,760.86 4/1/99 $275,000.00 $275,000.00 $274,757.37 PURCH
27598663 4/1/99 3/1/29 $1,940.31 4/1/99 $288,000.00 $288,000.00 $287,769.69 R/T REFI
27603851 4/1/99 3/1/29 $2,192.83 4/1/99 $333,800.00 $333,800.00 $333,519.57 R/T REFI
27606086 4/1/99 3/1/29 $2,230.89 4/1/99 $323,000.00 $323,000.00 $322,754.21 C/O REFI
27612167 4/1/99 3/1/29 $2,391.22 4/1/99 $364,000.00 $363,694.20 $363,694.20 PURCH
27623230 4/1/99 3/1/29 $2,899.25 4/1/99 $425,000.00 $425,000.00 $424,668.46 C/O REFI
27625110 4/1/99 3/1/29 $4,324.47 4/1/99 $650,000.00 $650,000.00 $649,467.20 PURCH
27631738 4/1/99 3/1/29 $2,355.21 4/1/99 $341,000.00 $341,000.00 $340,740.52 R/T REFI
27634963 4/1/99 3/1/29 $2,243.49 4/1/99 $333,000.00 $333,000.00 $332,733.70 C/O REFI
27637149 4/1/99 3/1/29 $2,634.91 4/1/99 $386,250.00 $385,948.68 $385,948.68 C/O REFI
27638857 5/1/99 4/1/29 $1,896.46 4/1/99 $278,000.00 $278,000.00 $278,000.00 PURCH
27648799 4/1/99 3/1/29 $1,872.94 4/1/99 $278,000.00 $277,777.69 $277,777.69 R/T REFI
27652478 4/1/99 3/1/29 $3,251.80 4/1/99 $495,000.00 $494,584.14 $494,584.14 PURCH
27655521 5/1/99 4/1/29 $1,840.86 4/1/99 $269,850.00 $269,850.00 $269,850.00 PURCH
27659036 4/1/99 3/1/29 $1,887.88 4/1/99 $270,000.00 $270,000.00 $269,799.62 R/T REFI
27660943 4/1/99 3/1/29 $1,755.72 4/1/99 $260,600.00 $260,600.00 $260,600.00 R/T REFI
27661511 4/1/99 3/1/29 $1,649.45 4/1/99 $257,600.00 $257,600.00 $257,372.72 PURCH
27664119 4/1/99 3/1/29 $1,809.82 4/1/99 $265,300.00 $265,300.00 $265,093.03 R/T REFI
27664945 5/1/99 4/1/29 $2,928.47 4/1/99 $424,000.00 $424,000.00 $424,000.00 R/T REFI
27671270 4/1/99 3/1/29 $1,671.24 4/1/99 $251,200.00 $250,994.09 $250,994.09 PURCH
27673698 4/1/99 3/1/29 $1,856.10 4/1/99 $275,500.00 $275,279.68 $275,279.68 R/T REFI
27673847 4/1/99 3/1/29 $1,805.57 4/1/99 $268,000.00 $268,000.00 $267,785.68 C/O REFI
27675925 4/1/99 3/1/29 $1,821.42 4/1/99 $267,000.00 $267,000.00 $266,791.71 R/T REFI
27677418 4/1/99 3/1/29 $2,159.43 4/1/99 $316,550.00 $316,338.28 $316,090.06 R/T REFI
27678275 4/1/99 3/1/29 $2,132.59 4/1/99 $328,800.00 $328,800.00 $328,516.91 R/T REFI
27678465 4/1/99 3/1/29 $2,092.13 4/1/99 $322,561.00 $322,283.28 $322,283.28 PURCH
27685346 4/1/99 3/1/29 $2,220.98 4/1/99 $356,000.00 $356,000.00 $355,670.27 PURCH
27686104 4/1/99 3/1/29 $3,007.65 4/1/99 $446,425.00 $446,425.00 $446,068.00 R/T REFI
27687276 4/1/99 3/1/29 $3,505.38 4/1/99 $533,600.00 $533,600.00 $533,151.70 PURCH
27691005 4/1/99 3/1/29 $2,445.51 4/1/99 $349,750.00 $349,490.43 $349,490.43 PURCH
27694660 4/1/99 3/1/29 $1,805.57 4/1/99 $268,000.00 $268,000.00 $267,785.68 R/T REFI
27697606 4/1/99 3/1/29 $2,046.53 4/1/99 $300,000.00 $300,000.00 $299,765.97 R/T REFI
27699081 5/1/99 4/1/29 $1,704.51 4/1/99 $253,000.00 $253,000.00 $253,000.00 C/O REFI
27706993 4/1/99 3/1/29 $1,962.98 4/1/99 $295,050.00 $294,808.14 $294,808.14 R/T REFI
27707256 4/1/99 3/1/29 $2,364.95 4/1/99 $360,000.00 $359,697.55 $359,697.55 R/T REFI
27711407 4/1/99 3/1/29 $2,140.38 4/1/99 $330,000.00 $329,715.87 $329,715.87 PURCH
27716893 4/1/99 3/1/29 $2,244.36 4/1/99 $329,000.00 $328,743.35 $328,743.35 R/T REFI
27716976 5/1/99 4/1/29 $3,414.70 4/1/99 $494,400.00 $494,400.00 $494,400.00 PURCH
27718568 4/1/99 3/1/29 $1,944.51 4/1/99 $296,000.00 $296,000.00 $295,751.32 R/T REFI
27719608 4/1/99 3/1/29 $1,796.32 4/1/99 $270,000.00 $270,000.00 $269,778.68 R/T REFI
27720119 4/1/99 3/1/29 $2,449.04 4/1/99 $372,800.00 $372,800.00 $372,486.79 R/T REFI
27724871 4/1/99 3/1/29 $1,746.38 4/1/99 $256,000.00 $256,000.00 $255,800.29 R/T REFI
27727189 4/1/99 3/1/29 $3,867.94 4/1/99 $567,000.00 $567,000.00 $566,557.69 C/O REFI
27730522 4/1/99 3/1/29 $2,168.89 4/1/99 $326,000.00 $326,000.00 $325,732.78 R/T REFI
27730548 4/1/99 3/1/29 $1,987.47 4/1/99 $295,000.00 $294,764.09 $294,764.09 R/T REFI
27730829 4/1/99 3/1/29 $1,817.70 4/1/99 $269,800.00 $269,584.24 $269,584.24 C/O REFI
27731942 4/1/99 3/1/29 $2,706.55 4/1/99 $412,000.00 $412,000.00 $411,653.87 PURCH
27732676 4/1/99 3/1/29 $2,328.56 4/1/99 $350,000.00 $350,000.00 $349,713.11 R/T REFI
27732718 4/1/99 3/1/29 $2,109.01 4/1/99 $317,000.00 $317,000.00 $316,740.16 R/T REFI
27733799 4/1/99 3/1/29 $2,732.83 4/1/99 $416,000.00 $416,000.00 $415,650.50 R/T REFI
27733922 4/1/99 3/1/29 $3,761.87 4/1/99 $580,000.00 $580,000.00 $579,500.63 C/O REFI
27736966 4/1/99 3/1/29 $2,594.40 4/1/99 $400,000.00 $399,655.60 $399,655.60 C/O REFI
27739416 4/1/99 3/1/29 $3,035.69 4/1/99 $445,000.00 $444,652.85 $444,652.85 C/O REFI
27739424 4/1/99 3/1/29 $3,355.12 4/1/99 $498,000.00 $497,601.76 $497,601.76 R/T REFI
27740141 4/1/99 3/1/29 $2,827.89 4/1/99 $436,000.00 $436,000.00 $435,624.61 R/T REFI
27743533 4/1/99 3/1/29 $1,753.20 4/1/99 $257,000.00 $257,000.00 $256,799.51 R/T REFI
27743939 4/1/99 3/1/29 $2,217.14 4/1/99 $337,500.00 $337,500.00 $337,216.45 R/T REFI
27743962 4/1/99 3/1/29 $2,258.71 4/1/99 $339,500.00 $339,221.71 $339,221.71 C/O REFI
27744671 4/1/99 3/1/29 $2,425.39 4/1/99 $360,000.00 $359,712.11 $359,712.11 R/T REFI
27745074 4/1/99 3/1/29 $2,010.66 4/1/99 $310,000.00 $309,733.09 $309,733.09 C/O REFI
27745223 4/1/99 3/1/29 $3,001.58 4/1/99 $440,000.00 $440,000.00 $439,656.75 R/T REFI
27745777 4/1/99 3/1/29 $2,062.55 4/1/99 $318,000.00 $318,000.00 $317,726.20 R/T REFI
27745868 4/1/99 3/1/29 $2,046.53 4/1/99 $300,000.00 $300,000.00 $299,765.97 R/T REFI
27745942 4/1/99 3/1/29 $3,043.76 4/1/99 $457,500.00 $457,500.00 $457,124.99 R/T REFI
27746031 4/1/99 3/1/29 $1,962.65 4/1/99 $295,000.00 $295,000.00 $294,758.18 C/O REFI
27746213 4/1/99 3/1/29 $4,324.47 4/1/99 $650,000.00 $650,000.00 $649,467.20 R/T REFI
27746494 4/1/99 3/1/29 $2,810.57 4/1/99 $412,000.00 $411,678.60 $411,678.60 R/T REFI
27746593 4/1/99 3/1/29 $3,019.23 4/1/99 $465,500.00 $464,618.44 $464,618.44 PURCH
27746619 4/1/99 3/1/29 $2,244.36 4/1/99 $329,000.00 $329,000.00 $328,743.35 R/T REFI
27746726 4/1/99 3/1/29 $1,642.33 4/1/99 $250,000.00 $249,789.96 $249,789.96 R/T REFI
27746742 4/1/99 3/1/29 $2,558.17 4/1/99 $375,000.00 $375,000.00 $374,707.46 R/T REFI
27746833 4/1/99 3/1/29 $3,758.96 4/1/99 $565,000.00 $565,000.00 $564,536.87 R/T REFI
27746841 4/1/99 3/1/29 $1,753.20 4/1/99 $257,000.00 $257,000.00 $256,799.51 R/T REFI
27746866 4/1/99 3/1/29 $1,995.91 4/1/99 $300,000.00 $300,000.00 $299,754.09 R/T REFI
27746890 4/1/99 3/1/29 $2,933.36 4/1/99 $430,000.00 $430,000.00 $429,664.56 R/T REFI
27746908 4/1/99 3/1/29 $2,277.17 4/1/99 $338,000.00 $337,729.71 $337,729.71 R/T REFI
27747039 4/1/99 3/1/29 $1,647.44 4/1/99 $254,000.00 $253,781.31 $253,781.31 R/T REFI
27747047 4/1/99 3/1/29 $2,831.04 4/1/99 $415,000.00 $415,000.00 $414,676.25 R/T REFI
27747062 4/1/99 3/1/29 $2,661.22 4/1/99 $400,000.00 $400,000.00 $399,672.11 R/T REFI
27747120 4/1/99 3/1/29 $2,428.21 4/1/99 $355,950.00 $355,672.32 $355,672.32 R/T REFI
27748565 4/1/99 3/1/29 $2,296.21 4/1/99 $336,600.00 $336,600.00 $336,337.42 C/O REFI
27750116 4/1/99 3/1/29 $5,987.73 4/1/99 $900,000.00 $900,000.00 $899,262.27 R/T REFI
27750637 4/1/99 3/1/29 $2,530.88 4/1/99 $371,000.00 $371,000.00 $370,710.58 R/T REFI
27750991 5/1/99 4/1/29 $1,940.31 4/1/99 $288,000.00 $288,000.00 $288,000.00 PURCH
27751171 4/1/99 3/1/29 $1,731.76 4/1/99 $267,000.00 $267,000.00 $266,770.12 C/O REFI
27751981 4/1/99 3/1/29 $3,359.78 4/1/99 $505,000.00 $504,586.05 $504,586.05 R/T REFI
27752393 4/1/99 3/1/29 $2,176.15 4/1/99 $319,000.00 $319,000.00 $318,751.14 R/T REFI
27752740 4/1/99 3/1/29 $2,046.53 4/1/99 $300,000.00 $300,000.00 $299,765.97 C/O REFI
27752757 4/1/99 3/1/29 $2,134.30 4/1/99 $320,800.00 $320,800.00 $320,537.03 PURCH
27753086 4/1/99 3/1/29 $2,558.17 4/1/99 $375,000.00 $375,000.00 $374,707.46 R/T REFI
27753177 4/1/99 3/1/29 $2,187.57 4/1/99 $320,674.00 $320,674.00 $320,423.84 R/T REFI
27753276 4/1/99 3/1/29 $4,304.51 4/1/99 $647,000.00 $646,469.66 $646,469.66 PURCH
27753508 4/1/99 3/1/29 $3,274.45 4/1/99 $480,000.00 $480,000.00 $479,625.55 C/O REFI
27753763 4/1/99 3/1/29 $2,614.03 4/1/99 $388,000.00 $386,692.98 $386,374.94 C/O REFI
27753854 4/1/99 3/1/29 $1,945.15 4/1/99 $299,900.00 $299,641.79 $299,641.79 PURCH
27753946 4/1/99 3/1/29 $4,315.45 4/1/99 $632,600.00 $632,600.00 $632,106.51 R/T REFI
27754415 4/1/99 3/1/29 $2,727.75 4/1/99 $410,000.00 $410,000.00 $409,663.92 R/T REFI
27754423 4/1/99 3/1/29 $1,994.44 4/1/99 $307,500.00 $307,500.00 $307,235.25 C/O REFI
27754571 4/1/99 3/1/29 $1,696.53 4/1/99 $255,000.00 $255,000.00 $254,790.97 R/T REFI
27754621 4/1/99 3/1/19 $3,473.34 4/1/99 $448,000.00 $448,000.00 $447,139.99 R/T REFI
27754647 4/1/99 3/1/29 $1,913.37 4/1/99 $295,000.00 $294,746.01 $294,746.01 PURCH
27754670 4/1/99 3/1/29 $3,040.44 4/1/99 $457,000.00 $457,000.00 $456,625.39 R/T REFI
27754738 4/1/99 3/1/29 $2,599.10 4/1/99 $381,000.00 $381,000.00 $380,702.78 R/T REFI
27754779 4/1/99 3/1/29 $2,667.31 4/1/99 $391,000.00 $391,000.00 $390,694.98 R/T REFI
27754985 4/1/99 3/1/29 $2,964.37 4/1/99 $440,000.00 $440,000.00 $439,648.13 R/T REFI
27755040 4/1/99 3/1/29 $2,661.21 4/1/99 $400,000.00 $400,000.00 $399,672.12 PURCH
27755057 4/1/99 3/1/29 $2,181.01 4/1/99 $332,000.00 $331,721.07 $331,721.07 PURCH
27755107 4/1/99 3/1/29 $2,428.36 4/1/99 $365,000.00 $365,000.00 $364,700.81 R/T REFI
27755131 5/1/99 4/1/29 $2,155.90 4/1/99 $320,000.00 $320,000.00 $320,000.00 PURCH
27758598 4/1/99 3/1/29 $2,237.79 4/1/99 $324,000.00 $323,753.46 $323,753.46 R/T REFI
27758887 4/1/99 3/1/29 $1,785.36 4/1/99 $265,000.00 $264,374.31 $264,688.08 R/T REFI
27759067 4/1/99 3/1/29 $3,925.29 4/1/99 $590,000.00 $590,000.00 $589,516.38 R/T REFI
27759125 4/1/99 3/1/29 $4,257.94 4/1/99 $640,000.00 $640,000.00 $639,475.39 PURCH
27759232 4/1/99 3/1/29 $2,263.70 4/1/99 $336,000.00 $334,995.00 $334,995.00 R/T REFI
27759315 4/1/99 3/1/29 $3,792.23 4/1/99 $570,000.00 $570,000.00 $569,532.77 R/T REFI
27759588 4/1/99 3/1/29 $1,994.21 4/1/99 $296,000.00 $296,000.00 $295,763.29 R/T REFI
27759794 4/1/99 3/1/29 $2,730.54 4/1/99 $432,000.00 $432,000.00 $431,609.46 PURCH
27759935 4/1/99 3/1/29 $2,145.05 4/1/99 $335,000.00 $334,704.43 $334,704.43 C/O REFI
27760032 4/1/99 3/1/29 $3,001.58 4/1/99 $440,000.00 $440,000.00 $439,656.75 R/T REFI
27760115 4/1/99 3/1/29 $1,856.77 4/1/99 $275,600.00 $275,379.61 $275,379.61 R/T REFI
27761410 4/1/99 3/1/29 $3,068.79 4/1/99 $455,500.00 $455,500.00 $455,135.74 R/T REFI
27761436 4/1/99 3/1/29 $3,818.84 4/1/99 $574,000.00 $574,000.00 $573,529.49 R/T REFI
27761592 4/1/99 3/1/29 $2,270.35 4/1/99 $345,600.00 $345,309.65 $345,309.65 R/T REFI
27761956 4/1/99 3/1/29 $1,769.71 4/1/99 $266,000.00 $265,781.96 $265,781.96 R/T REFI
27762178 4/1/99 3/1/29 $3,259.99 4/1/99 $490,000.00 $489,398.34 $489,398.34 R/T REFI
27762269 4/1/99 3/1/29 $3,139.53 4/1/99 $466,000.00 $465,627.35 $465,627.35 R/T REFI
27762285 4/1/99 3/1/29 $3,093.66 4/1/99 $465,000.00 $463,912.50 $463,912.50 R/T REFI
27762301 4/1/99 3/1/29 $2,242.07 4/1/99 $337,000.00 $337,000.00 $336,723.76 R/T REFI
27762335 4/1/99 3/1/29 $2,643.69 4/1/99 $407,600.00 $407,600.00 $407,249.06 PURCH
27762517 4/1/99 3/1/29 $3,885.37 4/1/99 $584,000.00 $582,771.30 $582,771.30 R/T REFI
27762582 4/1/99 3/1/29 $2,799.31 4/1/99 $415,500.00 $415,500.00 $415,167.72 R/T REFI
27762590 4/1/99 3/1/29 $1,916.08 4/1/99 $288,000.00 $287,763.92 $287,763.92 PURCH
27762665 4/1/99 3/1/29 $1,756.40 4/1/99 $264,000.00 $264,000.00 $263,783.60 R/T REFI
27762749 4/1/99 3/1/29 $3,007.17 4/1/99 $452,000.00 $452,000.00 $451,629.50 PURCH
27762830 4/1/99 3/1/29 $2,496.77 4/1/99 $366,000.00 $366,000.00 $365,714.48 R/T REFI
27762863 4/1/99 3/1/29 $2,519.71 4/1/99 $374,000.00 $374,000.00 $373,700.92 R/T REFI
27763218 4/1/99 3/1/29 $3,274.45 4/1/99 $480,000.00 $479,625.55 $479,625.55 C/O REFI
27763846 5/1/99 4/1/29 $2,485.43 4/1/99 $383,200.00 $383,200.00 $383,200.00 PURCH
27766781 4/1/99 3/1/29 $1,922.73 4/1/99 $289,000.00 $289,000.00 $288,763.10 R/T REFI
27767250 5/1/99 4/1/29 $1,945.15 4/1/99 $299,900.00 $299,900.00 $299,900.00 R/T REFI
27768860 4/1/99 3/1/29 $3,067.86 4/1/99 $467,000.00 $467,000.00 $466,607.66 R/T REFI
27769561 4/1/99 3/1/29 $2,257.13 4/1/99 $348,000.00 $346,700.37 $346,700.37 PURCH
27769579 4/1/99 3/1/29 $2,661.21 4/1/99 $400,000.00 $400,000.00 $399,672.12 PURCH
27769637 4/1/99 3/1/29 $2,155.68 4/1/99 $316,000.00 $315,753.49 $315,753.49 R/T REFI
27769751 4/1/99 3/1/29 $1,862.85 4/1/99 $280,000.00 $279,770.48 $279,770.48 C/O REFI
27770460 4/1/99 3/1/29 $2,172.18 4/1/99 $314,500.00 $314,500.00 $314,260.68 R/T REFI
27770619 4/1/99 3/1/29 $3,826.73 4/1/99 $568,000.00 $568,000.00 $567,545.77 C/O REFI
27770890 4/1/99 3/1/29 $3,113.62 4/1/99 $468,000.00 $468,000.00 $467,616.38 PURCH
27770981 4/1/99 3/1/29 $2,213.17 4/1/99 $328,500.00 $328,500.00 $328,237.30 R/T REFI
27771021 4/1/99 3/1/29 $2,189.87 4/1/99 $342,000.00 $342,000.00 $341,698.26 R/T REFI
27771195 4/1/99 3/1/29 $1,964.67 4/1/99 $288,000.00 $287,775.33 $287,775.33 R/T REFI
27771203 4/1/99 3/1/29 $2,146.62 4/1/99 $310,800.00 $310,800.00 $310,563.51 C/O REFI
27771518 4/1/99 3/1/29 $1,961.32 4/1/99 $294,800.00 $294,800.00 $294,558.35 PURCH
27772227 5/1/99 4/1/29 $3,284.65 4/1/99 $500,000.00 $500,000.00 $500,000.00 PURCH
27772797 5/1/99 4/1/29 $3,903.33 4/1/99 $586,700.00 $586,420.43 $586,420.43 R/T REFI
27774231 4/1/99 3/1/29 $2,494.89 4/1/99 $375,000.00 $375,000.00 $374,692.61 C/O REFI
27775055 4/1/99 3/1/29 $3,122.69 4/1/99 $463,500.00 $463,500.00 $463,129.34 R/T REFI
27775477 4/1/99 3/1/29 $3,200.17 4/1/99 $475,000.00 $474,620.14 $474,620.14 C/O REFI
27775527 4/1/99 3/1/29 $2,338.67 4/1/99 $356,000.00 $355,700.91 $355,700.91 PURCH
27775717 4/1/99 3/1/29 $3,649.19 4/1/99 $548,500.00 $548,500.00 $548,050.39 R/T REFI
27776202 4/1/99 3/1/29 $3,758.96 4/1/99 $565,000.00 $565,000.00 $564,536.87 R/T REFI
27776541 4/1/99 3/1/29 $3,705.46 4/1/99 $550,000.00 $549,560.17 $549,560.17 C/O REFI
27776996 4/1/99 3/1/29 $2,063.84 4/1/99 $310,210.00 $309,955.72 $309,955.72 R/T REFI
27777549 4/1/99 3/1/29 $3,503.34 4/1/99 $520,000.00 $520,000.00 $519,584.16 R/T REFI
27777689 4/1/99 3/1/29 $3,888.41 4/1/99 $570,000.00 $569,555.34 $569,555.34 R/T REFI
27777754 4/1/99 3/1/29 $2,072.03 4/1/99 $300,000.00 $299,543.75 $299,543.75 R/T REFI
27779800 5/1/99 4/1/29 $2,989.03 4/1/99 $455,000.00 $455,000.00 $455,000.00 C/O REFI
27780535 4/1/99 3/1/29 $2,391.71 4/1/99 $355,000.00 $355,000.00 $354,716.10 R/T REFI
27780618 4/1/99 3/1/29 $2,953.95 4/1/99 $444,000.00 $444,000.00 $443,636.05 PURCH
27780873 4/1/99 3/1/29 $2,921.56 4/1/99 $423,000.00 $423,000.00 $422,678.13 R/T REFI
27781012 4/1/99 3/1/29 $4,324.47 4/1/99 $650,000.00 $650,000.00 $649,467.20 PURCH
27781210 4/1/99 3/1/29 $1,778.62 4/1/99 $264,000.00 $264,000.00 $263,788.88 C/O REFI
27781376 4/1/99 3/1/24 $2,035.53 4/1/99 $288,000.00 $288,000.00 $287,644.47 R/T REFI
27781509 4/1/99 3/1/29 $2,678.04 4/1/99 $397,500.00 $397,160.16 $397,160.16 C/O REFI
27782606 4/1/99 3/1/29 $2,182.54 4/1/99 $316,000.00 $316,000.00 $315,759.54 PURCH
27783737 4/1/99 3/1/29 $2,585.45 4/1/99 $379,000.00 $378,539.79 $378,539.79 R/T REFI
27784826 4/1/99 3/1/29 $3,243.00 4/1/99 $500,000.00 $500,000.00 $499,569.50 R/T REFI
27786060 4/1/99 3/1/29 $1,625.90 4/1/99 $247,500.00 $247,500.00 $247,292.07 C/O REFI
27786896 4/1/99 3/1/29 $1,836.83 4/1/99 $283,200.00 $283,200.00 $282,956.17 R/T REFI
27788041 4/1/99 3/1/29 $2,296.50 4/1/99 $332,500.00 $332,500.00 $332,246.99 R/T REFI
27788181 4/1/99 3/1/29 $1,901.24 4/1/99 $282,200.00 $282,200.00 $281,974.32 PURCH
27788264 4/1/99 3/1/29 $2,590.28 4/1/99 $394,300.00 $394,300.00 $393,968.73 R/T REFI
27788413 5/1/99 4/1/29 $4,434.15 4/1/99 $650,000.00 $650,000.00 $650,000.00 PURCH
27788587 4/1/99 3/1/29 $2,435.37 4/1/99 $357,000.00 $356,721.51 $356,721.51 R/T REFI
27789023 4/1/99 3/1/29 $2,971.10 4/1/99 $441,000.00 $441,000.00 $440,647.34 C/O REFI
27789551 4/1/99 3/1/29 $2,735.08 4/1/99 $396,000.00 $396,000.00 $395,698.67 R/T REFI
27789676 4/1/99 3/1/29 $4,028.02 4/1/99 $583,200.00 $583,200.00 $582,756.23 PURCH
27789916 4/1/99 3/1/29 $1,941.88 4/1/99 $295,600.00 $295,351.66 $295,351.66 R/T REFI
27790328 4/1/99 3/1/29 $2,021.16 4/1/99 $300,000.00 $300,000.00 $299,760.09 PURCH
27790799 4/1/99 3/1/29 $3,170.84 4/1/99 $476,600.00 $476,600.00 $476,209.33 R/T REFI
27791359 4/1/99 3/1/29 $2,222.54 4/1/99 $325,800.00 $325,800.00 $325,545.84 PURCH
27791540 4/1/99 3/1/29 $2,461.62 4/1/99 $370,000.00 $369,696.71 $369,696.71 R/T REFI
27791573 4/1/99 3/1/29 $3,910.32 4/1/99 $587,750.00 $587,750.00 $587,268.22 R/T REFI
27791763 4/1/99 3/1/29 $1,889.63 4/1/99 $277,000.00 $276,728.89 $276,728.89 R/T REFI
27792894 4/1/99 3/1/29 $3,120.42 4/1/99 $475,000.00 $475,000.00 $474,600.93 R/T REFI
27793678 4/1/99 3/1/29 $1,677.93 4/1/99 $258,700.00 $258,477.26 $258,477.26 PURCH
27793819 4/1/99 3/1/29 $4,109.52 4/1/99 $595,000.00 $595,000.00 $594,547.25 R/T REFI
27794122 4/1/99 3/1/29 $2,144.55 4/1/99 $310,500.00 $310,500.00 $310,263.73 C/O REFI
27794155 4/1/99 3/1/29 $3,556.98 4/1/99 $515,000.00 $515,000.00 $514,608.12 R/T REFI
27794692 4/1/99 3/1/29 $2,110.71 4/1/99 $305,600.00 $305,600.00 $305,367.46 R/T REFI
27795111 4/1/99 3/1/29 $2,299.26 4/1/99 $350,000.00 $350,000.00 $349,705.95 C/O REFI
27795186 4/1/99 3/1/29 $2,075.52 4/1/99 $320,000.00 $320,000.00 $319,724.48 PURCH
27796069 4/1/99 3/1/29 $2,404.38 4/1/99 $390,500.00 $390,500.00 $390,129.47 R/T REFI
27796283 4/1/99 3/1/29 $2,581.38 4/1/99 $388,000.00 $388,000.00 $387,681.95 R/T REFI
27796374 4/1/99 3/1/29 $2,905.08 4/1/99 $431,200.00 $431,200.00 $430,855.17 PURCH
27797596 4/1/99 3/1/29 $3,018.26 4/1/99 $448,000.00 $448,000.00 $447,641.74 R/T REFI
27797612 4/1/99 3/1/29 $2,281.89 4/1/99 $338,700.00 $338,700.00 $338,429.14 PURCH
27798198 4/1/99 3/1/29 $2,266.41 4/1/99 $345,000.00 $344,494.29 $344,494.29 R/T REFI
27799147 4/1/99 3/1/29 $1,835.74 4/1/99 $269,100.00 $268,890.07 $268,890.07 R/T REFI
27799501 5/1/99 4/1/29 $2,046.43 4/1/99 $303,750.00 $303,750.00 $303,750.00 R/T REFI
27799659 4/1/99 3/1/29 $2,046.53 4/1/99 $300,000.00 $300,000.00 $299,765.97 C/O REFI
27800531 4/1/99 3/1/29 $3,772.83 4/1/99 $560,000.00 $559,552.17 $559,552.17 PURCH
27801703 5/1/99 4/1/29 $2,046.53 4/1/99 $300,000.00 $300,000.00 $300,000.00 PURCH
27803014 4/1/99 3/1/29 $2,933.99 4/1/99 $441,000.00 $441,000.00 $440,638.51 R/T REFI
27803337 4/1/99 3/1/29 $2,175.63 4/1/99 $315,000.00 $315,000.00 $314,760.31 R/T REFI
27804244 5/1/99 4/1/29 $3,322.15 4/1/99 $481,000.00 $481,000.00 $481,000.00 R/T REFI
27805100 5/1/99 4/1/29 $3,031.74 4/1/99 $450,000.00 $450,000.00 $450,000.00 PURCH
27805357 5/1/99 4/1/29 $3,609.79 4/1/99 $535,800.00 $535,800.00 $535,800.00 R/T REFI
27806488 5/1/99 4/1/29 $1,970.79 4/1/99 $300,000.00 $300,000.00 $300,000.00 PURCH
27806728 4/1/99 3/1/29 $2,459.55 4/1/99 $374,400.00 $374,085.45 $374,085.45 PURCH
27806983 4/1/99 3/1/29 $2,195.25 4/1/99 $321,800.00 $321,800.00 $321,548.96 R/T REFI
27809060 4/1/99 3/1/29 $1,950.67 4/1/99 $293,200.00 $292,959.66 $292,959.66 PURCH
27809946 4/1/99 3/1/29 $3,416.08 4/1/99 $494,600.00 $494,600.00 $494,223.65 R/T REFI
27810092 4/1/99 3/1/29 $2,511.52 4/1/99 $377,500.00 $377,500.00 $377,190.56 R/T REFI
27810431 4/1/99 3/1/29 $2,142.28 4/1/99 $322,000.00 $322,000.00 $321,736.05 R/T REFI
27810936 4/1/99 3/1/29 $1,769.71 4/1/99 $266,000.00 $266,000.00 $265,781.96 R/T REFI
27810969 4/1/99 3/1/29 $3,250.70 4/1/99 $482,500.00 $482,500.00 $482,114.14 R/T REFI
27811066 4/1/99 3/1/29 $2,027.83 4/1/99 $293,600.00 $293,600.00 $293,376.59 PURCH
27811512 4/1/99 3/1/29 $2,592.27 4/1/99 $380,000.00 $380,000.00 $379,703.56 R/T REFI
27812437 4/1/99 3/1/29 $2,486.44 4/1/99 $360,000.00 $360,000.00 $359,726.06 R/T REFI
27812569 4/1/99 3/1/29 $2,231.18 4/1/99 $344,000.00 $343,703.82 $343,703.82 PURCH
27813195 4/1/99 3/1/29 $1,759.00 4/1/99 $271,200.00 $271,200.00 $270,966.50 PURCH
27815588 4/1/99 3/1/29 $2,100.77 4/1/99 $307,950.00 $307,950.00 $307,709.76 PURCH
27816610 5/1/99 4/1/29 $3,506.89 4/1/99 $520,526.00 $520,526.00 $520,526.00 PURCH
27817345 4/1/99 3/1/29 $2,679.82 4/1/99 $388,000.00 $388,000.00 $387,704.76 R/T REFI
27817675 4/1/99 3/1/29 $3,494.82 4/1/99 $506,000.00 $506,000.00 $505,614.97 R/T REFI
27818681 4/1/99 3/1/29 $1,764.33 4/1/99 $255,450.00 $255,450.00 $255,255.62 R/T REFI
27819259 5/1/99 4/1/29 $2,592.27 4/1/99 $380,000.00 $380,000.00 $380,000.00 C/O REFI
27819317 5/1/99 4/1/29 $2,361.83 4/1/99 $355,000.00 $355,000.00 $355,000.00 C/O REFI
27819812 4/1/99 3/1/29 $2,561.42 4/1/99 $385,000.00 $385,000.00 $384,684.41 R/T REFI
27820059 4/1/99 3/1/29 $1,818.03 4/1/99 $269,850.00 $269,850.00 $269,634.20 R/T REFI
27821750 5/1/99 4/1/29 $1,832.84 4/1/99 $279,000.00 $279,000.00 $279,000.00 R/T REFI
27823905 4/1/99 3/1/29 $3,368.10 4/1/99 $506,250.00 $506,250.00 $505,835.03 PURCH
27824168 4/1/99 3/1/29 $2,694.88 4/1/99 $400,000.00 $399,680.12 $399,680.12 R/T REFI
27824259 5/1/99 4/1/29 $3,284.65 4/1/99 $500,000.00 $500,000.00 $500,000.00 PURCH
27824499 4/1/99 3/1/29 $1,761.23 4/1/99 $255,000.00 $255,000.00 $254,805.96 R/T REFI
27824655 4/1/99 3/1/29 $2,728.71 4/1/99 $400,000.00 $400,000.00 $399,687.96 C/O REFI
27824903 5/1/99 4/1/29 $2,694.88 4/1/99 $400,000.00 $400,000.00 $400,000.00 C/O REFI
27825546 4/1/99 3/1/29 $1,829.82 4/1/99 $271,600.00 $271,600.00 $271,382.81 PURCH
27826148 4/1/99 3/1/29 $1,813.13 4/1/99 $276,000.00 $276,000.00 $275,768.12 PURCH
27827070 4/1/99 3/1/29 $1,992.65 4/1/99 $311,200.00 $311,200.00 $310,925.43 PURCH
27827252 4/1/99 3/1/29 $2,741.05 4/1/99 $412,000.00 $411,662.28 $411,662.28 R/T REFI
27827476 4/1/99 3/1/29 $3,334.91 4/1/99 $495,000.00 $495,000.00 $494,604.15 C/O REFI
27827666 5/1/99 4/1/29 $2,680.96 4/1/99 $393,000.00 $393,000.00 $393,000.00 PURCH
27827708 5/1/99 4/1/29 $2,461.62 4/1/99 $370,000.00 $370,000.00 $370,000.00 R/T REFI
27830058 4/1/99 3/1/29 $1,825.78 4/1/99 $271,000.00 $271,000.00 $270,783.28 PURCH
27830223 5/1/99 4/1/29 $1,664.09 4/1/99 $247,000.00 $246,990.00 $246,990.00 PURCH
27830488 4/1/99 3/1/29 $1,998.78 4/1/99 $293,000.00 $292,271.43 $292,271.43 C/O REFI
27833433 5/1/99 4/1/29 $2,042.48 4/1/99 $307,000.00 $307,000.00 $307,000.00 C/O REFI
27834480 4/1/99 3/1/29 $4,338.65 4/1/99 $636,000.00 $635,503.85 $635,503.85 PURCH
27834829 4/1/99 3/1/29 $1,777.95 4/1/99 $263,900.00 $263,900.00 $263,688.96 C/O REFI
27837954 4/1/99 3/1/29 $2,237.79 4/1/99 $324,000.00 $324,000.00 $323,753.46 PURCH
27838242 5/1/99 4/1/29 $2,212.92 4/1/99 $345,600.00 $345,600.00 $345,600.00 PURCH
27838697 5/1/99 4/1/29 $2,454.97 4/1/99 $369,000.00 $369,000.00 $369,000.00 PURCH
27838903 5/1/99 4/1/29 $1,844.22 4/1/99 $277,200.00 $277,200.00 $277,200.00 R/T REFI
27842210 4/1/99 3/1/29 $2,065.14 4/1/99 $318,400.00 $318,400.00 $318,125.86 PURCH
27842467 5/1/99 4/1/29 $2,169.38 4/1/99 $322,000.00 $322,000.00 $322,000.00 C/O REFI
27842525 4/1/99 3/1/29 $2,930.68 4/1/99 $435,000.00 $435,000.00 $434,652.13 R/T REFI
27842541 4/1/99 3/1/29 $2,105.38 4/1/99 $312,500.00 $312,250.09 $312,250.09 R/T REFI
27842681 4/1/99 3/1/29 $2,558.17 4/1/99 $375,000.00 $375,000.00 $374,707.46 C/O REFI
27846153 5/1/99 4/1/29 $2,829.62 4/1/99 $420,000.00 $420,000.00 $420,000.00 R/T REFI
27846336 5/1/99 4/1/29 $1,875.19 4/1/99 $271,500.00 $271,500.00 $271,500.00 R/T REFI
27848985 4/1/99 3/1/29 $2,137.71 4/1/99 $317,300.00 $317,300.00 $317,046.26 R/T REFI
27851047 5/1/99 4/1/29 $2,021.16 4/1/99 $300,000.00 $300,000.00 $300,000.00 PURCH
27851674 5/1/99 4/1/29 $2,128.97 4/1/99 $320,000.00 $320,000.00 $320,000.00 PURCH
27853613 5/1/99 4/1/29 $2,411.92 4/1/99 $358,000.00 $358,000.00 $358,000.00 R/T REFI
27854751 5/1/99 4/1/29 $3,368.60 4/1/99 $500,000.00 $500,000.00 $500,000.00 PURCH
27856079 4/1/99 3/1/29 $2,335.22 4/1/99 $351,000.00 $350,712.28 $350,712.28 PURCH
27857333 4/1/99 3/1/29 $2,022.52 4/1/99 $304,000.00 $304,000.00 $303,750.81 PURCH
27857796 5/1/99 4/1/29 $1,822.98 4/1/99 $277,500.00 $277,500.00 $277,500.00 PURCH
27857929 5/1/99 4/1/29 $1,964.67 4/1/99 $288,000.00 $288,000.00 $288,000.00 PURCH
27858711 5/1/99 4/1/29 $2,443.00 4/1/99 $367,200.00 $367,200.00 $367,200.00 PURCH
27862788 4/1/99 3/1/29 $1,849.43 4/1/99 $264,500.00 $264,303.70 $264,303.70 PURCH
27866920 5/1/99 4/1/29 $2,596.94 4/1/99 $376,000.00 $376,000.00 $376,000.00 R/T REFI
27868371 5/1/99 4/1/29 $5,457.42 4/1/99 $800,000.00 $800,000.00 $800,000.00 C/O REFI
27869197 4/1/99 3/1/29 $2,956.18 4/1/99 $450,000.00 $449,621.95 $449,621.95 PURCH
27869254 5/1/99 4/1/29 $2,193.88 4/1/99 $321,600.00 $321,600.00 $321,600.00 PURCH
27872373 4/1/99 3/1/29 $3,117.55 4/1/99 $457,000.00 $456,643.49 $456,643.49 R/T REFI
27876630 5/1/99 4/1/29 $4,133.99 4/1/99 $606,000.00 $606,000.00 $606,000.00 PURCH
27878495 5/1/99 4/1/29 $1,943.82 4/1/99 $278,000.00 $278,000.00 $278,000.00 R/T REFI
27879667 5/1/99 4/1/29 $2,341.39 4/1/99 $339,000.00 $339,000.00 $339,000.00 R/T REFI
27879964 5/1/99 4/1/29 $2,728.71 4/1/99 $400,000.00 $400,000.00 $400,000.00 C/O REFI
27880053 5/1/99 4/1/29 $2,045.81 4/1/99 $307,500.00 $307,500.00 $307,500.00 C/O REFI
27884824 5/1/99 4/1/29 $3,937.89 4/1/99 $584,500.00 $584,500.00 $584,500.00 R/T REFI
27886159 5/1/99 4/1/29 $2,292.69 4/1/99 $349,000.00 $349,000.00 $349,000.00 R/T REFI
27891092 5/1/99 4/1/29 $2,306.86 4/1/99 $334,000.00 $334,000.00 $334,000.00 R/T REFI
27898899 5/1/99 4/1/29 $2,387.62 4/1/99 $350,000.00 $350,000.00 $350,000.00 R/T REFI
27903905 5/1/99 4/1/29 $1,902.77 4/1/99 $286,000.00 $286,000.00 $286,000.00 R/T REFI
27911841 5/1/99 4/1/29 $2,317.60 4/1/99 $344,000.00 $344,000.00 $344,000.00 PURCH
27934546 5/1/99 4/1/29 $1,811.18 4/1/99 $265,500.00 $265,500.00 $265,500.00 PURCH
27934652 5/1/99 4/1/29 $1,862.85 4/1/99 $280,000.00 $280,000.00 $280,000.00 PURCH
27969716 5/1/99 4/1/29 $2,253.59 4/1/99 $334,500.00 $334,500.00 $334,500.00 C/O REFI
<PAGE>
<CAPTION>
LOAN# Doc Appraisal RTrm CLTV
----- --- --------- ---- ----
<S> <C> <C> <C> <C>
21879952 FULL/ALT $ 345,000.00 357 84.9
22079040 FULL/ALT $ 310,000.00 358 79.9
22173777 FULL/ALT $ 437,000.00 358 79.9
22247597 FULL/ALT $ 300,000.00 358 82.0
22334510 FULL/ALT $ 490,000.00 354 76.3
22515753 FULL/ALT $ 430,000.00 358 68.0
22538839 FULL/ALT $ 285,000.00 358 89.9
22585707 FULL/ALT $ 459,000.00 353 79.5
22587760 FULL/ALT $ 455,000.00 348 76.2
22608509 FULL/ALT $ 380,000.00 358 79.9
22619936 FULL/ALT $1,000,000.00 358 62.9
22620157 FULL/ALT $ 679,000.00 357 79.8
22621809 FULL/ALT $ 445,000.00 358 67.4
22627764 FULL/ALT $ 555,000.00 357 79.9
22630842 FULL/ALT $ 349,500.00 358 79.9
22632624 FULL/ALT $ 459,000.00 358 79.9
22646392 FULL/ALT $ 465,000.00 357 68.9
22647523 FULL/ALT $ 387,000.00 357 73.9
22651020 FULL/ALT $ 460,000.00 357 76.0
22652333 FULL/ALT $ 485,000.00 358 79.9
22653356 FULL/ALT $ 410,000.00 359 80.0
22653489 FULL/ALT $ 298,000.00 358 88.8
22653570 FULL/ALT $ 565,000.00 359 61.9
22653968 FULL/ALT $ 572,000.00 357 78.3
22654222 FULL/ALT $ 556,000.00 359 79.9
22659049 FULL/ALT $ 475,000.00 358 74.9
22659908 FULL/ALT $ 505,000.00 358 79.9
22662001 FULL/ALT $ 470,000.00 358 79.0
22663165 FULL/ALT $ 420,000.00 358 78.1
22664130 FULL/ALT $ 558,000.00 358 72.0
22664932 FULL/ALT $ 390,000.00 358 79.0
22664965 FULL/ALT $ 315,000.00 359 79.0
22665004 FULL/ALT $ 433,577.00 358 81.9
22666390 FULL/ALT $ 670,000.00 358 64.9
22667927 FULL/ALT $ 645,000.00 358 79.9
22668081 FULL/ALT $ 786,500.00 358 69.9
22668495 FULL/ALT $ 320,000.00 358 78.7
22668800 FULL/ALT $ 628,000.00 358 79.9
22668867 FULL/ALT $ 770,000.00 358 79.9
22669162 FULL/ALT $ 350,000.00 359 90.0
22670178 FULL/ALT $1,200,000.00 359 54.2
22670830 FULL/ALT $ 375,000.00 358 81.2
22672232 FULL/ALT $ 565,000.00 359 79.9
22675599 FULL/ALT $ 460,000.00 358 78.2
22683692 FULL/ALT $ 400,000.00 357 79.8
22687594 FULL/ALT $ 760,000.00 358 69.0
22688063 FULL/ALT $ 594,000.00 358 79.9
22688402 FULL/ALT $ 340,000.00 358 79.7
22689954 FULL/ALT $ 762,000.00 358 56.9
22690804 FULL/ALT $ 370,000.00 357 79.4
22692065 FULL/ALT $ 302,000.00 358 94.9
22693733 FULL/ALT $ 316,000.00 358 87.2
22694368 FULL/ALT $ 430,000.00 358 79.9
22697734 FULL/ALT $ 390,000.00 357 73.9
22697932 FULL/ALT $ 410,000.00 359 76.1
22700579 FULL/ALT $ 950,000.00 358 27.8
22700611 FULL/ALT $ 500,000.00 358 75.3
22700645 FULL/ALT $ 500,000.00 358 74.9
22701783 FULL/ALT $ 350,000.00 358 83.7
22701825 FULL/ALT $ 575,000.00 358 51.9
22702138 FULL/ALT $ 620,000.00 358 79.9
22703995 FULL/ALT $ 646,000.00 358 75.3
22704282 FULL/ALT $ 430,000.00 359 69.7
22704381 FULL/ALT $ 416,000.00 359 75.8
22704423 FULL/ALT $ 364,000.00 358 72.2
22704654 FULL/ALT $ 640,000.00 358 62.6
22704720 FULL/ALT $ 326,000.00 358 79.9
22705479 FULL/ALT $ 555,000.00 359 72.1
22705883 FULL/ALT $ 590,000.00 359 74.7
22706485 FULL/ALT $ 385,000.00 359 79.9
22706857 FULL/ALT $ 458,000.00 358 65.5
22707210 FULL/ALT $ 435,000.00 358 79.9
22707442 FULL/ALT $ 815,000.00 358 40.3
22708416 FULL/ALT $ 459,500.00 358 79.9
22708580 FULL/ALT $ 400,000.00 358 79.9
22708614 FULL/ALT $ 370,000.00 359 75.0
22708648 FULL/ALT $ 550,000.00 359 62.4
22709745 FULL/ALT $ 375,000.00 358 79.8
22709836 FULL/ALT $ 310,000.00 298 79.4
22709869 FULL/ALT $ 750,000.00 358 73.3
22710214 FULL/ALT $ 427,000.00 358 88.9
22710552 FULL/ALT $ 360,000.00 359 79.9
22710701 FULL/ALT $ 391,000.00 358 79.9
22710750 FULL/ALT $ 472,000.00 359 80.0
22710933 FULL/ALT $ 940,000.00 358 52.1
22711089 FULL/ALT $ 350,000.00 359 80.0
22711113 FULL/ALT $ 410,000.00 359 75.5
22711238 FULL/ALT $ 365,000.00 359 89.3
22711253 FULL/ALT $ 464,000.00 358 81.6
22711733 FULL/ALT $2,150,000.00 358 44.3
22711808 FULL/ALT $ 306,000.00 359 89.9
22711980 FULL/ALT $ 455,000.00 358 58.2
22712087 FULL/ALT $ 720,000.00 359 71.4
22712178 FULL/ALT $ 410,000.00 358 74.2
22712277 FULL/ALT $ 370,000.00 358 79.7
22712400 FULL/ALT $ 550,000.00 358 79.9
22712756 FULL/ALT $ 490,000.00 358 74.9
22713549 FULL/ALT $ 750,000.00 359 50.0
22713721 FULL/ALT $ 315,000.00 359 80.0
22713739 FULL/ALT $ 495,000.00 358 51.7
22714240 FULL/ALT $ 315,000.00 358 87.2
22714489 FULL/ALT $ 890,000.00 359 70.0
22714570 FULL/ALT $ 700,000.00 359 67.3
22714885 FULL/ALT $ 430,000.00 358 69.4
22714919 FULL/ALT $ 525,000.00 358 79.7
22714950 FULL/ALT $ 458,000.00 359 66.6
22715056 FULL/ALT $ 720,000.00 358 73.6
22715080 FULL/ALT $ 525,000.00 359 66.8
22715239 FULL/ALT $ 350,000.00 358 74.5
22715254 FULL/ALT $ 550,000.00 359 74.0
22715379 FULL/ALT $ 350,000.00 358 79.9
22715494 FULL/ALT $ 380,000.00 359 80.0
22715528 FULL/ALT $ 477,000.00 359 79.0
22716047 FULL/ALT $ 825,000.00 358 73.5
22716286 FULL/ALT $ 356,000.00 359 77.8
22716344 FULL/ALT $ 485,000.00 359 71.1
22716567 FULL/ALT $ 465,000.00 359 69.9
22716625 FULL/ALT $ 448,000.00 359 80.0
22716690 FULL/ALT $ 617,000.00 358 66.6
22716815 FULL/ALT $ 196,000.00 358 79.9
22717102 FULL/ALT $ 440,000.00 358 64.8
22717367 FULL/ALT $ 510,000.00 359 80.0
22717581 FULL/ALT $ 475,000.00 359 63.1
22718050 FULL/ALT $ 430,000.00 359 74.1
22719066 FULL/ALT $ 285,000.00 358 94.9
22719157 FULL/ALT $ 475,000.00 359 71.4
22720080 FULL/ALT $ 399,000.00 358 79.9
22720130 FULL/ALT $ 380,000.00 358 79.9
22720486 FULL/ALT $ 346,000.00 358 88.4
22720510 FULL/ALT $ 327,000.00 358 79.9
22720544 FULL/ALT $ 435,000.00 359 80.0
22720775 FULL/ALT $ 455,000.00 358 87.8
22720940 FULL/ALT $ 660,000.00 359 49.7
22720957 FULL/ALT $ 435,000.00 359 64.4
22721161 FULL/ALT $ 365,000.00 359 78.0
22721427 FULL/ALT $ 400,000.00 358 74.9
22721435 FULL/ALT $ 510,000.00 358 76.9
22721690 FULL/ALT $ 585,000.00 358 79.9
22721757 FULL/ALT $ 401,000.00 359 79.9
22721807 FULL/ALT $ 490,000.00 358 72.9
22722359 FULL/ALT $ 875,000.00 359 28.6
22723464 FULL/ALT $ 660,000.00 358 54.5
22723720 FULL/ALT $ 350,000.00 358 74.9
22723969 FULL/ALT $ 390,000.00 359 89.9
22724041 FULL/ALT $ 620,000.00 359 69.8
22724058 FULL/ALT $ 337,500.00 358 77.1
22724207 FULL/ALT $ 320,000.00 359 93.8
22724488 FULL/ALT $ 525,000.00 359 80.0
22724686 FULL/ALT $ 750,000.00 358 79.9
22724959 FULL/ALT $ 339,000.00 359 79.9
22725022 FULL/ALT $ 625,000.00 358 56.6
22725162 FULL/ALT $ 325,000.00 358 79.9
22725212 FULL/ALT $ 535,000.00 358 74.9
22725618 FULL/ALT $ 321,000.00 359 79.2
22725683 FULL/ALT $ 575,000.00 359 62.6
22725717 FULL/ALT $ 600,000.00 358 79.9
22725774 FULL/ALT $ 420,000.00 358 78.4
22725956 FULL/ALT $ 375,000.00 358 79.9
22726327 FULL/ALT $ 372,000.00 359 89.8
22726442 FULL/ALT $ 500,000.00 358 69.8
22726764 FULL/ALT $ 400,000.00 359 79.9
22726863 FULL/ALT $ 384,000.00 359 78.0
22727168 FULL/ALT $1,060,000.00 358 61.3
22727366 FULL/ALT $ 650,000.00 358 79.9
22727374 FULL/ALT $ 447,000.00 359 67.1
22728281 FULL/ALT $ 560,000.00 358 79.9
22728877 FULL/ALT $ 330,000.00 358 78.5
22729230 FULL/ALT $ 625,000.00 358 69.9
22729768 FULL/ALT $ 530,000.00 359 66.2
22730550 FULL/ALT $ 449,000.00 358 71.7
22730881 FULL/ALT $ 595,000.00 350 42.7
22730964 FULL/ALT $ 875,000.00 355 48.7
22731061 FULL/ALT $ 465,000.00 355 77.8
22731244 FULL/ALT $ 358,000.00 358 78.1
22731798 FULL/ALT $ 240,000.00 359 79.9
22733570 FULL/ALT $ 680,000.00 359 80.0
22733711 FULL/ALT $ 400,000.00 358 77.9
22733836 FULL/ALT $ 440,000.00 358 89.9
22734016 FULL/ALT $ 335,000.00 358 79.9
22734602 FULL/ALT $ 615,000.00 359 80.0
22735021 FULL/ALT $ 493,000.00 358 60.8
22735534 FULL/ALT $ 405,000.00 358 79.9
22735641 FULL/ALT $ 388,000.00 358 74.9
22736177 FULL/ALT $ 475,000.00 359 68.4
22736284 FULL/ALT $ 465,000.00 358 55.5
22736367 FULL/ALT $ 220,000.00 358 79.9
22736433 FULL/ALT $ 300,000.00 358 85.3
22736458 FULL/ALT $ 545,000.00 358 74.8
22737605 FULL/ALT $ 433,000.00 358 79.9
22737696 FULL/ALT $ 345,000.00 358 79.9
22737944 FULL/ALT $ 445,000.00 359 76.6
22738256 FULL/ALT $ 480,000.00 359 79.2
22738447 FULL/ALT $ 470,000.00 359 79.6
22739007 FULL/ALT $ 485,000.00 358 79.9
22739155 FULL/ALT $ 126,500.00 359 80.0
22739395 FULL/ALT $ 431,500.00 358 79.8
22739403 FULL/ALT $ 345,000.00 359 88.8
22739411 FULL/ALT $ 590,000.00 358 70.6
22739627 FULL/ALT $ 821,000.00 359 37.4
22739882 FULL/ALT $ 350,000.00 358 74.9
22739932 FULL/ALT $ 404,000.00 358 67.7
22740062 FULL/ALT $ 400,000.00 358 71.2
22740674 FULL/ALT $ 640,000.00 358 79.9
22740690 FULL/ALT $ 620,000.00 359 56.5
22741201 FULL/ALT $ 350,000.00 359 74.2
22741227 FULL/ALT $ 450,000.00 359 62.7
22741334 FULL/ALT $ 615,000.00 359 77.0
22741508 FULL/ALT $ 370,000.00 359 79.7
22741763 FULL/ALT $ 439,000.00 359 80.0
22742191 FULL/ALT $ 450,000.00 358 74.9
22742316 FULL/ALT $ 545,000.00 358 79.7
22742506 FULL/ALT $ 314,000.00 359 84.6
22742878 FULL/ALT $ 340,000.00 358 87.3
22743298 FULL/ALT $ 439,000.00 359 80.0
22743769 FULL/ALT $ 405,000.00 358 74.9
22744254 FULL/ALT $ 382,000.00 359 89.5
22744528 FULL/ALT $1,050,000.00 358 61.9
22744544 FULL/ALT $ 335,000.00 358 74.9
22744551 FULL/ALT $1,190,000.00 359 34.9
22744726 FULL/ALT $ 370,000.00 357 78.9
22744783 FULL/ALT $ 341,000.00 358 79.9
22746093 FULL/ALT $ 325,000.00 359 92.1
22746457 FULL/ALT $ 710,000.00 359 74.6
22746879 FULL/ALT $ 800,000.00 359 74.9
22747232 FULL/ALT $ 355,000.00 359 79.9
22747380 FULL/ALT $ 370,000.00 359 72.3
22747422 FULL/ALT $ 328,000.00 359 92.0
22747554 FULL/ALT $ 710,000.00 358 53.4
22747646 FULL/ALT $ 350,000.00 358 79.8
22748008 FULL/ALT $ 335,000.00 359 79.9
22748453 FULL/ALT $ 475,000.00 359 79.9
22748826 FULL/ALT $ 555,000.00 358 69.9
22749030 FULL/ALT $ 400,000.00 359 80.0
22749162 FULL/ALT $ 560,000.00 359 61.2
22749196 FULL/ALT $ 340,000.00 358 74.4
22749212 FULL/ALT $ 650,000.00 359 68.5
22749444 FULL/ALT $ 581,000.00 359 58.9
22749469 FULL/ALT $ 580,000.00 359 80.0
22749725 FULL/ALT $ 330,000.00 358 89.9
22749808 FULL/ALT $ 515,000.00 358 79.9
22749857 FULL/ALT $ 760,000.00 359 61.8
22750152 FULL/ALT $ 380,000.00 359 80.0
22750210 FULL/ALT $ 360,000.00 358 78.0
22750608 FULL/ALT $ 536,000.00 359 74.8
22750897 FULL/ALT $ 400,000.00 239 65.0
22751168 FULL/ALT $1,130,000.00 359 53.4
22752026 FULL/ALT $ 490,000.00 358 63.3
22752307 FULL/ALT $ 945,000.00 359 68.8
22752364 FULL/ALT $ 620,000.00 359 79.9
22753933 FULL/ALT $ 235,000.00 359 79.9
22754113 FULL/ALT $ 932,000.00 359 70.7
22754303 FULL/ALT $ 145,000.00 358 79.9
22754881 FULL/ALT $1,450,000.00 358 27.8
22755060 FULL/ALT $ 830,000.00 359 54.8
22755433 FULL/ALT $ 400,000.00 358 73.9
22756043 FULL/ALT $ 325,000.00 359 89.8
22756183 FULL/ALT $ 535,000.00 359 79.4
22756365 FULL/ALT $ 417,000.00 358 64.0
22756399 FULL/ALT $ 410,000.00 359 79.9
22756597 FULL/ALT $ 415,000.00 358 79.9
22756795 FULL/ALT $ 515,000.00 358 79.9
22756886 FULL/ALT $ 403,000.00 359 84.8
22756951 FULL/ALT $ 555,000.00 359 67.5
22757694 FULL/ALT $ 520,000.00 358 79.9
22757850 FULL/ALT $ 610,000.00 358 65.5
22758171 FULL/ALT $ 324,000.00 359 79.9
22758395 FULL/ALT $ 282,000.00 358 94.9
22758593 FULL/ALT $ 710,000.00 358 69.6
22758965 FULL/ALT $ 458,000.00 359 75.0
22759450 FULL/ALT $ 740,000.00 359 48.4
22759633 FULL/ALT $ 400,000.00 357 78.7
22759641 FULL/ALT $ 365,000.00 359 79.9
22759674 FULL/ALT $ 430,000.00 358 79.9
22760706 FULL/ALT $ 435,000.00 358 79.9
22761217 FULL/ALT $ 420,000.00 359 85.0
22761233 FULL/ALT $ 515,000.00 358 79.9
22761704 FULL/ALT $ 417,750.00 358 89.2
22761878 FULL/ALT $ 315,000.00 359 80.0
22762603 FULL/ALT $ 565,000.00 359 68.8
22762819 FULL/ALT $ 850,000.00 239 51.8
22762827 FULL/ALT $ 335,000.00 359 89.9
22762959 FULL/ALT $ 349,000.00 359 79.9
22763023 FULL/ALT $ 348,000.00 359 79.9
22763312 FULL/ALT $ 340,000.00 359 73.8
22763429 FULL/ALT $ 640,000.00 358 60.3
22763536 FULL/ALT $ 455,000.00 359 75.8
22763569 FULL/ALT $ 430,000.00 359 71.1
22763833 FULL/ALT $ 412,000.00 359 67.9
22763866 FULL/ALT $ 473,000.00 358 74.4
22764351 FULL/ALT $ 410,000.00 359 72.7
22764393 FULL/ALT $ 830,000.00 359 63.3
22765168 FULL/ALT $ 530,000.00 359 61.6
22765499 FULL/ALT $ 386,000.00 359 79.9
22765549 FULL/ALT $ 400,000.00 359 73.9
22765630 FULL/ALT $ 500,000.00 359 60.0
22766158 FULL/ALT $ 440,000.00 359 90.0
22766216 FULL/ALT $ 345,000.00 358 79.0
22766240 FULL/ALT $ 350,000.00 358 89.9
22766471 FULL/ALT $ 340,000.00 359 89.9
22766620 FULL/ALT $ 430,000.00 359 80.0
22766786 FULL/ALT $ 285,000.00 358 89.9
22767008 FULL/ALT $ 415,000.00 359 71.6
22767057 FULL/ALT $ 640,000.00 358 58.6
22767396 FULL/ALT $ 415,000.00 359 79.5
22767503 FULL/ALT $ 475,000.00 359 78.7
22768402 FULL/ALT $ 324,000.00 359 80.0
22768469 FULL/ALT $ 860,000.00 358 69.7
22768592 FULL/ALT $ 470,000.00 358 79.9
22768758 FULL/ALT $ 390,000.00 359 77.1
22769392 FULL/ALT $ 667,000.00 359 79.9
22769772 FULL/ALT $ 455,000.00 359 64.8
22769780 FULL/ALT $ 670,000.00 358 69.9
22769806 FULL/ALT $ 650,000.00 359 74.8
22769822 FULL/ALT $1,100,000.00 359 36.4
22770051 FULL/ALT $ 585,000.00 358 68.3
22770176 FULL/ALT $ 467,000.00 358 74.9
22770317 FULL/ALT $ 330,000.00 358 79.9
22770879 FULL/ALT $ 850,000.00 359 70.5
22770978 FULL/ALT $ 390,000.00 359 79.9
22771018 FULL/ALT $ 420,000.00 359 76.1
22771505 FULL/ALT $ 525,000.00 359 73.7
22771687 FULL/ALT $ 240,000.00 359 80.0
22771844 FULL/ALT $1,130,000.00 359 49.1
22772446 FULL/ALT $ 430,000.00 359 71.4
22772545 FULL/ALT $ 387,000.00 358 77.4
22772552 FULL/ALT $ 447,000.00 359 67.1
22772800 FULL/ALT $ 500,000.00 359 74.8
22772826 FULL/ALT $ 495,000.00 359 77.7
22773006 FULL/ALT $ 470,000.00 358 62.6
22773402 FULL/ALT $ 400,000.00 359 78.1
22773543 FULL/ALT $ 568,500.00 358 74.9
22773584 FULL/ALT $ 318,000.00 357 79.9
22773600 FULL/ALT $ 500,000.00 359 65.1
22773717 FULL/ALT $ 578,000.00 359 52.0
22774038 FULL/ALT $ 573,000.00 359 67.2
22774137 FULL/ALT $ 585,000.00 358 79.9
22774228 FULL/ALT $ 400,000.00 359 79.9
22774533 FULL/ALT $ 400,000.00 359 69.6
22775142 FULL/ALT $ 665,000.00 359 74.9
22775365 FULL/ALT $ 760,000.00 359 67.8
22775431 FULL/ALT $ 345,000.00 359 79.4
22775639 FULL/ALT $ 383,000.00 354 74.1
22775738 FULL/ALT $ 360,000.00 359 80.0
22776132 FULL/ALT $ 298,000.00 359 94.9
22776173 FULL/ALT $ 460,000.00 359 54.8
22776231 FULL/ALT $ 340,000.00 358 79.9
22776405 FULL/ALT $ 600,000.00 359 63.3
22776751 FULL/ALT $ 444,500.00 359 78.9
22776827 FULL/ALT $ 400,000.00 359 70.2
22777064 FULL/ALT $ 675,000.00 359 73.5
22777726 FULL/ALT $ 430,000.00 358 89.9
22778385 FULL/ALT $ 620,000.00 359 79.0
22778492 FULL/ALT $ 425,000.00 359 80.0
22778567 FULL/ALT $ 360,000.00 358 75.5
22778807 FULL/ALT $ 518,000.00 359 78.0
22779037 FULL/ALT $ 346,000.00 359 80.0
22779375 FULL/ALT $ 725,000.00 358 55.1
22779755 FULL/ALT $ 570,000.00 359 64.6
22779870 FULL/ALT $ 495,000.00 359 79.8
22779904 FULL/ALT $ 692,000.00 359 65.5
22780662 FULL/ALT $ 474,000.00 359 67.0
22780753 FULL/ALT $ 286,000.00 358 94.9
22781389 FULL/ALT $ 440,000.00 358 65.9
22781504 FULL/ALT $ 500,000.00 359 79.0
22781660 FULL/ALT $1,200,000.00 358 29.2
22782148 FULL/ALT $ 438,000.00 358 64.6
22782254 FULL/ALT $ 720,000.00 358 58.8
22782916 FULL/ALT $ 299,500.00 359 89.9
22782924 FULL/ALT $ 400,000.00 359 75.0
22783070 FULL/ALT $ 363,000.00 359 80.0
22783104 FULL/ALT $ 620,000.00 359 56.5
22783310 FULL/ALT $ 335,000.00 359 79.9
22783385 FULL/ALT $ 370,000.00 359 80.0
22783682 FULL/ALT $ 642,000.00 359 51.3
22783799 FULL/ALT $ 329,000.00 359 79.9
22783872 FULL/ALT $ 840,000.00 359 77.8
22783955 FULL/ALT $ 338,000.00 358 84.9
22784516 FULL/ALT $ 380,000.00 359 73.0
22784565 FULL/ALT $ 425,000.00 359 77.8
22784599 FULL/ALT $ 138,000.00 359 79.9
22784896 FULL/ALT $ 564,000.00 359 63.8
22785026 FULL/ALT $ 435,000.00 358 76.4
22785281 FULL/ALT $ 375,000.00 359 67.7
22785299 FULL/ALT $ 550,000.00 359 70.8
22785521 FULL/ALT $ 950,000.00 359 55.3
22786081 FULL/ALT $ 355,000.00 359 78.3
22786180 FULL/ALT $ 880,000.00 359 74.0
22786271 FULL/ALT $ 427,000.00 358 74.9
22786859 FULL/ALT $ 580,000.00 359 65.0
22787022 FULL/ALT $ 725,000.00 359 73.8
22787931 FULL/ALT $ 380,000.00 359 71.1
22788392 FULL/ALT $ 520,000.00 359 73.5
22788475 FULL/ALT $ 545,000.00 359 76.2
22788970 FULL/ALT $ 900,000.00 359 35.4
22789218 FULL/ALT $ 525,000.00 359 69.5
22789713 FULL/ALT $ 640,000.00 359 75.0
22789804 FULL/ALT $ 475,000.00 360 65.9
22789895 FULL/ALT $ 400,000.00 359 63.0
22790331 FULL/ALT $ 385,000.00 359 74.0
22790349 FULL/ALT $ 625,000.00 358 58.2
22790646 FULL/ALT $ 640,000.00 359 64.4
22791172 FULL/ALT $ 650,000.00 359 80.0
22791198 FULL/ALT $ 960,000.00 359 65.6
22791701 FULL/ALT $ 447,000.00 359 76.4
22792188 FULL/ALT $ 905,000.00 358 71.7
22792360 FULL/ALT $ 600,000.00 359 79.9
22792451 FULL/ALT $ 460,000.00 359 73.9
22793285 FULL/ALT $ 365,000.00 359 68.2
22793293 FULL/ALT $ 455,000.00 359 80.0
22793814 FULL/ALT $ 370,000.00 359 72.3
22793939 FULL/ALT $ 410,000.00 359 68.7
22794135 FULL/ALT $ 525,000.00 359 66.7
22794283 FULL/ALT $ 475,000.00 359 61.0
22794770 FULL/ALT $ 520,000.00 359 74.7
22794929 FULL/ALT $ 700,000.00 359 80.0
22794937 FULL/ALT $ 312,000.00 359 80.0
22794952 FULL/ALT $ 375,000.00 358 89.9
22795314 FULL/ALT $1,225,000.00 359 53.0
22795439 FULL/ALT $ 530,000.00 359 72.2
22795850 FULL/ALT $ 364,000.00 359 74.5
22795884 FULL/ALT $ 330,000.00 359 89.0
22796122 FULL/ALT $ 525,000.00 359 75.4
22796130 FULL/ALT $ 413,000.00 359 80.0
22796825 FULL/ALT $ 415,000.00 359 90.0
22797732 FULL/ALT $ 470,000.00 359 67.9
22798474 FULL/ALT $ 286,000.00 358 89.9
22798763 FULL/ALT $ 375,000.00 358 72.4
22799886 FULL/ALT $ 343,000.00 359 75.8
22800346 FULL/ALT $ 470,000.00 359 74.4
22800429 FULL/ALT $ 360,000.00 359 80.0
22800809 FULL/ALT $ 500,000.00 358 79.9
22801096 FULL/ALT $ 443,000.00 359 73.6
22801294 FULL/ALT $ 485,000.00 359 80.0
22801583 FULL/ALT $ 355,000.00 359 71.7
22801591 FULL/ALT $ 730,000.00 359 80.0
22802516 FULL/ALT $ 450,000.00 359 58.9
22802615 FULL/ALT $ 425,000.00 359 74.1
22802706 FULL/ALT $ 458,000.00 358 79.9
22803290 FULL/ALT $ 330,000.00 359 80.0
22803480 FULL/ALT $1,700,000.00 359 34.7
22803746 FULL/ALT $ 470,000.00 359 79.9
22803779 FULL/ALT $ 376,000.00 359 80.0
22804066 FULL/ALT $ 608,000.00 359 79.8
22804306 FULL/ALT $ 450,000.00 359 61.7
22804397 FULL/ALT $ 455,000.00 359 80.0
22805105 FULL/ALT $ 603,000.00 359 69.9
22805485 FULL/ALT $ 291,500.00 358 89.9
22805600 FULL/ALT $ 440,000.00 359 77.0
22805717 FULL/ALT $ 431,000.00 359 79.9
22806046 FULL/ALT $ 355,000.00 359 79.9
22806228 FULL/ALT $ 525,000.00 359 65.5
22807184 FULL/ALT $ 465,616.00 358 74.8
22807606 FULL/ALT $ 410,000.00 359 80.0
22807739 FULL/ALT $ 408,000.00 359 75.4
22808026 FULL/ALT $ 320,000.00 359 89.9
22808125 FULL/ALT $ 345,000.00 360 80.0
22808240 FULL/ALT $ 325,000.00 359 84.2
22808463 FULL/ALT $ 555,000.00 359 72.1
22808497 FULL/ALT $ 360,000.00 359 79.9
22809552 FULL/ALT $ 500,000.00 355 65.2
22809578 FULL/ALT $ 380,000.00 355 72.2
22810428 FULL/ALT $ 441,000.00 359 66.2
22810493 FULL/ALT $ 473,000.00 359 73.9
22810543 FULL/ALT $3,500,000.00 359 17.4
22810840 FULL/ALT $ 350,000.00 359 75.0
22811202 FULL/ALT $ 505,000.00 359 89.9
22811699 FULL/ALT $ 485,000.00 359 74.2
22812044 FULL/ALT $ 530,000.00 359 72.8
22813331 FULL/ALT $ 318,000.00 359 80.0
22813687 FULL/ALT $1,800,000.00 359 27.8
22813828 FULL/ALT $ 330,000.00 358 89.9
22813844 FULL/ALT $ 575,000.00 358 74.8
22814412 FULL/ALT $ 425,000.00 359 80.0
22814875 FULL/ALT $ 575,000.00 359 47.0
22816458 FULL/ALT $ 355,000.00 359 75.7
22816532 FULL/ALT $ 490,000.00 359 76.7
22818009 FULL/ALT $ 420,000.00 359 80.0
22818165 FULL/ALT $ 615,000.00 359 47.2
22819288 FULL/ALT $ 620,000.00 359 66.4
22819353 FULL/ALT $ 358,000.00 359 79.3
22820476 FULL/ALT $ 387,000.00 359 66.1
22821227 FULL/ALT $ 560,000.00 359 54.1
22821607 FULL/ALT $ 254,000.00 359 80.0
22822399 FULL/ALT $ 440,000.00 358 89.9
22823637 FULL/ALT $1,250,000.00 359 40.5
22824668 FULL/ALT $ 385,000.00 359 68.8
22824965 FULL/ALT $ 430,000.00 359 80.0
22825244 FULL/ALT $ 650,000.00 359 51.5
22825269 FULL/ALT $ 353,000.00 359 75.0
22825343 FULL/ALT $ 640,000.00 359 70.3
22825350 FULL/ALT $ 323,000.00 359 79.9
22826184 FULL/ALT $ 305,000.00 359 90.0
22826580 FULL/ALT $ 460,000.00 359 73.7
22828214 FULL/ALT $ 490,000.00 359 61.2
22828917 FULL/ALT $ 395,000.00 359 70.9
22829287 FULL/ALT $ 450,000.00 359 61.1
22829998 FULL/ALT $ 726,000.00 359 76.2
22830145 FULL/ALT $ 825,000.00 359 67.3
22832026 FULL/ALT $ 530,000.00 358 56.8
22832349 FULL/ALT $ 380,000.00 359 70.1
22832919 FULL/ALT $ 354,000.00 359 80.0
22833826 FULL/ALT $ 808,000.00 359 54.5
22833909 FULL/ALT $ 561,000.00 359 79.7
22835912 FULL/ALT $ 760,000.00 358 77.6
22836035 FULL/ALT $ 425,000.00 359 80.0
22836472 FULL/ALT $ 340,000.00 360 75.0
22838775 FULL/ALT $ 700,000.00 359 58.2
22838932 FULL/ALT $ 430,000.00 359 80.0
22840383 FULL/ALT $ 540,000.00 359 77.8
22842629 FULL/ALT $ 363,000.00 359 74.3
22846489 FULL/ALT $ 540,000.00 359 79.9
22848147 FULL/ALT $ 420,000.00 359 76.1
22848964 FULL/ALT $ 330,000.00 359 85.0
22851943 FULL/ALT $ 476,000.00 359 80.0
22853840 FULL/ALT $ 600,000.00 359 63.3
22856645 FULL/ALT $ 320,000.00 359 90.0
22857486 FULL/ALT $ 269,000.00 359 95.0
22857601 FULL/ALT $ 345,000.00 359 90.0
22859870 FULL/ALT $ 354,000.00 359 79.9
22863237 FULL/ALT $ 373,000.00 359 80.0
22871495 FULL/ALT $ 514,000.00 359 80.0
22871644 FULL/ALT $ 491,000.00 358 79.8
22876320 FULL/ALT $ 393,000.00 359 80.0
22876387 FULL/ALT $ 466,000.00 358 79.9
26480830 FULL/ALT $ 317,000.00 359 80.0
26710582 FULL/ALT $ 345,000.00 359 90.0
26828194 FULL/ALT $ 537,500.00 359 80.0
27002880 FULL/ALT $ 700,000.00 359 50.0
27030782 REDUC $ 700,000.00 356 39.2
27069236 REDUC $ 360,000.00 359 69.6
27074970 FULL/ALT $ 390,000.00 359 78.1
27111749 REDUC $ 354,500.00 359 79.8
27159094 FULL/ALT $ 500,000.00 360 75.0
27161116 FULL/ALT $ 423,000.00 359 73.8
27167030 REDUC $ 475,000.00 359 68.4
27181080 FULL/ALT $ 380,000.00 359 75.0
27200468 FULL/ALT $ 330,000.00 359 89.8
27212679 FULL/ALT $ 710,000.00 360 63.0
27262997 REDUC $ 420,000.00 359 76.8
27266188 REDUC $ 420,000.00 360 67.9
27300771 FULL/ALT $ 410,000.00 359 75.0
27329846 FULL/ALT $ 348,000.00 359 74.7
27350933 REDUC $ 479,000.00 359 80.0
27354083 FULL/ALT $ 440,000.00 357 77.4
27407659 FULL/ALT $ 720,000.00 359 75.6
27448331 FULL/ALT $ 655,000.00 359 80.0
27465228 REDUC $ 386,000.00 359 63.8
27484989 FULL/ALT $ 660,000.00 359 73.9
27488642 FULL/ALT $ 355,000.00 359 80.0
27497197 FULL/ALT $ 430,000.00 359 67.6
27505692 FULL/ALT $ 730,000.00 359 41.9
27514272 FULL/ALT $ 545,000.00 359 80.0
27528892 FULL/ALT $ 511,000.00 359 77.7
27547041 FULL/ALT $ 500,000.00 359 80.0
27555762 FULL/ALT $ 600,000.00 359 80.0
27567981 FULL/ALT $ 325,400.00 359 76.5
27584523 FULL/ALT $ 720,000.00 359 39.8
27591536 FULL/ALT $ 475,000.00 360 73.7
27594076 FULL/ALT $ 365,000.00 360 79.5
27596576 REDUC $ 510,000.00 359 54.1
27598663 REDUC $ 460,000.00 359 62.6
27603851 REDUC $ 420,000.00 359 79.5
27606086 FULL/ALT $ 605,000.00 359 53.4
27612167 REDUC $ 460,000.00 359 79.9
27623230 FULL/ALT $ 730,000.00 359 58.2
27625110 FULL/ALT $ 864,000.00 359 75.3
27631738 REDUC $ 475,000.00 359 71.8
27634963 FULL/ALT $ 619,000.00 359 53.8
27637149 REDUC $ 515,000.00 359 74.9
27638857 REDUC $ 348,000.00 360 79.9
27648799 FULL/ALT $ 360,000.00 359 77.2
27652478 FULL/ALT $ 680,000.00 359 74.9
27655521 REDUC $ 338,000.00 360 79.9
27659036 FULL/ALT $ 360,250.00 359 74.9
27660943 REDUC $ 399,000.00 359 65.3
27661511 REDUC $ 340,000.00 359 80.0
27664119 REDUC $ 425,000.00 359 62.4
27664945 REDUC $ 530,000.00 360 80.0
27671270 FULL/ALT $ 320,000.00 359 78.4
27673698 REDUC $ 400,000.00 359 68.8
27673847 FULL/ALT $ 368,000.00 359 72.8
27675925 FULL/ALT $ 300,000.00 359 89.0
27677418 REDUC $ 420,000.00 359 75.3
27678275 FULL/ALT $ 411,000.00 359 80.0
27678465 FULL/ALT $ 424,200.00 359 76.3
27685346 REDUC $ 520,000.00 359 70.3
27686104 REDUC $ 700,000.00 359 63.8
27687276 REDUC $ 715,000.00 359 80.0
27691005 FULL/ALT $ 455,000.00 359 79.9
27694660 FULL/ALT $ 354,000.00 359 75.7
27697606 FULL/ALT $ 382,000.00 359 78.5
27699081 FULL/ALT $ 397,000.00 360 63.7
27706993 REDUC $ 576,000.00 359 51.2
27707256 FULL/ALT $ 450,000.00 359 79.9
27711407 FULL/ALT $ 415,000.00 359 79.9
27716893 REDUC $ 413,500.00 359 79.5
27716976 FULL/ALT $ 650,000.00 360 80.0
27718568 FULL/ALT $ 425,000.00 359 69.6
27719608 FULL/ALT $ 360,000.00 359 75.0
27720119 REDUC $1,100,000.00 359 33.9
27724871 FULL/ALT $ 320,000.00 359 80.0
27727189 REDUC $ 810,000.00 359 70.0
27730522 FULL/ALT $ 425,000.00 359 76.7
27730548 REDUC $ 415,000.00 359 71.0
27730829 REDUC $ 410,000.00 359 65.8
27731942 FULL/ALT $ 539,000.00 359 80.0
27732676 REDUC $ 530,000.00 359 66.0
27732718 FULL/ALT $ 403,000.00 359 78.7
27733799 REDUC $ 610,000.00 359 68.2
27733922 FULL/ALT $1,250,000.00 359 46.4
27736966 REDUC $ 630,000.00 359 63.4
27739416 REDUC $ 620,000.00 359 71.7
27739424 FULL/ALT $ 625,000.00 359 79.6
27740141 FULL/ALT $ 545,000.00 359 80.0
27743533 FULL/ALT $ 360,000.00 359 71.4
27743939 FULL/ALT $ 450,000.00 359 75.0
27743962 FULL/ALT $ 485,000.00 359 69.9
27744671 REDUC $ 550,000.00 359 65.4
27745074 FULL/ALT $ 495,000.00 359 62.6
27745223 REDUC $ 580,000.00 359 75.9
27745777 FULL/ALT $ 520,000.00 359 61.2
27745868 REDUC $ 460,000.00 359 65.2
27745942 REDUC $ 790,000.00 359 57.9
27746031 FULL/ALT $ 481,000.00 359 61.3
27746213 REDUC $1,150,000.00 359 56.5
27746494 FULL/ALT $ 900,000.00 359 45.8
27746593 FULL/ALT $ 582,000.00 359 79.8
27746619 REDUC $ 430,000.00 359 76.5
27746726 FULL/ALT $ 395,000.00 359 63.2
27746742 REDUC $ 750,000.00 359 50.0
27746833 FULL/ALT $ 815,000.00 359 69.3
27746841 REDUC $ 343,000.00 359 74.9
27746866 FULL/ALT $ 455,000.00 359 65.9
27746890 REDUC $ 565,000.00 359 76.1
27746908 FULL/ALT $ 430,000.00 359 78.5
27747039 FULL/ALT $ 450,000.00 359 56.4
27747047 FULL/ALT $ 675,000.00 359 61.5
27747062 FULL/ALT $ 725,000.00 359 55.2
27747120 FULL/ALT $ 515,000.00 359 69.1
27748565 FULL/ALT $ 645,000.00 359 52.2
27750116 REDUC $1,300,000.00 359 69.2
27750637 REDUC $ 530,000.00 359 70.0
27750991 REDUC $ 360,000.00 360 80.0
27751171 REDUC $ 760,000.00 359 35.1
27751981 REDUC $1,000,000.00 359 50.5
27752393 FULL/ALT $ 468,000.00 359 68.2
27752740 REDUC $ 400,000.00 359 75.0
27752757 REDUC $ 401,000.00 359 80.0
27753086 FULL/ALT $ 600,000.00 359 62.5
27753177 FULL/ALT $ 405,000.00 359 79.2
27753276 FULL/ALT $1,100,000.00 359 58.8
27753508 REDUC $ 700,000.00 359 68.6
27753763 FULL/ALT $ 640,000.00 359 60.4
27753854 FULL/ALT $ 390,000.00 359 79.9
27753946 REDUC $1,250,000.00 359 50.6
27754415 FULL/ALT $ 780,000.00 359 52.6
27754423 FULL/ALT $ 440,000.00 359 69.9
27754571 FULL/ALT $ 340,000.00 359 75.0
27754621 REDUC $ 930,000.00 239 48.2
27754647 REDUC $ 380,000.00 359 79.9
27754670 REDUC $ 700,000.00 359 65.3
27754738 REDUC $ 630,000.00 359 60.5
27754779 FULL/ALT $ 575,000.00 359 68.0
27754985 FULL/ALT $ 550,000.00 359 80.0
27755040 REDUC $ 605,000.00 359 66.1
27755057 FULL/ALT $ 415,000.00 359 79.9
27755107 REDUC $ 535,000.00 359 68.2
27755131 REDUC $ 509,000.00 360 63.4
27758598 FULL/ALT $ 475,000.00 359 68.2
27758887 FULL/ALT $ 408,000.00 359 64.8
27759067 FULL/ALT $1,100,000.00 359 53.6
27759125 REDUC $ 800,000.00 359 80.0
27759232 REDUC $ 775,000.00 359 43.3
27759315 FULL/ALT $ 750,000.00 359 76.0
27759588 REDUC $ 370,000.00 359 80.0
27759794 FULL/ALT $ 540,000.00 359 80.0
27759935 REDUC $ 520,000.00 359 64.4
27760032 FULL/ALT $ 550,000.00 359 80.0
27760115 FULL/ALT $ 390,000.00 359 70.6
27761410 REDUC $ 575,000.00 359 79.2
27761436 REDUC $1,010,000.00 359 56.8
27761592 REDUC $ 461,000.00 359 74.9
27761956 REDUC $ 415,000.00 359 64.0
27762178 REDUC $ 665,000.00 359 73.6
27762269 FULL/ALT $ 705,000.00 359 66.0
27762285 REDUC $ 800,000.00 359 58.0
27762301 REDUC $ 475,000.00 359 70.9
27762335 REDUC $ 509,500.00 359 80.0
27762517 REDUC $1,100,000.00 359 53.0
27762582 FULL/ALT $ 525,000.00 359 79.1
27762590 REDUC $ 360,000.00 359 79.9
27762665 REDUC $ 495,000.00 359 53.3
27762749 FULL/ALT $ 565,000.00 359 80.0
27762830 FULL/ALT $ 425,000.00 359 86.1
27762863 REDUC $ 480,000.00 359 77.9
27763218 REDUC $1,600,000.00 359 30.0
27763846 FULL/ALT $ 525,000.00 360 80.0
27766781 FULL/ALT $ 370,000.00 359 78.1
27767250 REDUC $ 405,000.00 360 74.0
27768860 REDUC $ 780,000.00 359 59.9
27769561 FULL/ALT $ 435,000.00 359 79.7
27769579 REDUC $ 500,000.00 359 80.0
27769637 REDUC $ 525,000.00 359 60.2
27769751 FULL/ALT $ 360,000.00 359 77.7
27770460 FULL/ALT $ 560,000.00 359 56.2
27770619 FULL/ALT $ 950,000.00 359 59.8
27770890 FULL/ALT $ 585,000.00 359 80.0
27770981 REDUC $ 475,000.00 359 69.2
27771021 REDUC $ 540,000.00 359 63.3
27771195 REDUC $ 520,000.00 359 55.4
27771203 FULL/ALT $ 444,000.00 359 70.0
27771518 REDUC $ 368,500.00 359 80.0
27772227 REDUC $ 800,000.00 360 65.1
27772797 REDUC $ 920,000.00 360 63.8
27774231 FULL/ALT $ 500,000.00 359 75.0
27775055 FULL/ALT $ 665,000.00 359 69.7
27775477 REDUC $ 830,000.00 359 57.2
27775527 REDUC $ 445,000.00 359 79.9
27775717 REDUC $ 925,000.00 359 59.3
27776202 REDUC $ 725,000.00 359 77.9
27776541 FULL/ALT $1,125,000.00 359 48.9
27776996 REDUC $ 435,000.00 359 71.3
27777549 FULL/ALT $ 860,000.00 359 60.5
27777689 REDUC $ 740,000.00 359 77.0
27777754 REDUC $ 500,000.00 359 59.9
27779800 REDUC $ 710,000.00 360 64.1
27780535 REDUC $ 530,000.00 359 67.0
27780618 FULL/ALT $ 580,000.00 359 80.0
27780873 REDUC $2,500,000.00 359 16.9
27781012 REDUC $ 860,000.00 359 75.6
27781210 FULL/ALT $ 385,000.00 359 68.6
27781376 REDUC $ 360,000.00 299 80.0
27781509 REDUC $ 530,000.00 359 74.9
27782606 REDUC $ 396,000.00 359 80.0
27783737 REDUC $ 910,000.00 359 41.6
27784826 FULL/ALT $ 800,000.00 359 62.5
27786060 FULL/ALT $ 330,000.00 359 75.0
27786896 REDUC $ 420,000.00 359 67.4
27788041 REDUC $ 550,000.00 359 60.5
27788181 FULL/ALT $ 352,768.00 359 80.0
27788264 REDUC $ 595,000.00 359 66.3
27788413 REDUC $ 895,000.00 360 72.6
27788587 FULL/ALT $ 447,000.00 359 79.8
27789023 FULL/ALT $ 630,000.00 359 70.0
27789551 FULL/ALT $1,100,000.00 359 36.0
27789676 FULL/ALT $ 729,000.00 359 80.0
27789916 REDUC $ 400,000.00 359 73.8
27790328 REDUC $ 350,000.00 359 85.7
27790799 REDUC $ 640,000.00 359 74.5
27791359 REDUC $ 407,500.00 359 80.0
27791540 REDUC $ 465,500.00 359 79.4
27791573 REDUC $ 880,000.00 359 66.8
27791763 REDUC $ 500,000.00 359 55.3
27792894 FULL/ALT $ 600,000.00 359 79.2
27793678 FULL/ALT $ 324,000.00 359 79.9
27793819 FULL/ALT $ 950,000.00 359 62.6
27794122 FULL/ALT $ 518,000.00 359 59.9
27794155 REDUC $ 800,000.00 359 64.4
27794692 REDUC $ 400,000.00 359 76.4
27795111 REDUC $ 500,000.00 359 70.0
27795186 FULL/ALT $ 425,000.00 359 78.0
27796069 FULL/ALT $ 510,000.00 359 76.6
27796283 FULL/ALT $ 650,000.00 359 59.7
27796374 REDUC $ 545,000.00 359 80.0
27797596 REDUC $ 600,000.00 359 74.7
27797612 REDUC $ 427,000.00 359 79.9
27798198 REDUC $ 515,000.00 359 66.9
27799147 REDUC $ 390,000.00 359 68.9
27799501 FULL/ALT $ 405,000.00 360 75.0
27799659 REDUC $ 438,000.00 359 68.5
27800531 FULL/ALT $ 700,000.00 359 79.9
27801703 FULL/ALT $ 337,000.00 360 89.0
27803014 FULL/ALT $ 656,000.00 359 67.2
27803337 FULL/ALT $ 439,000.00 359 71.8
27804244 FULL/ALT $ 700,000.00 360 68.7
27805100 FULL/ALT $ 650,000.00 360 69.2
27805357 REDUC $ 760,000.00 360 70.5
27806488 REDUC $ 404,000.00 360 75.0
27806728 REDUC $ 468,000.00 359 79.9
27806983 FULL/ALT $ 690,000.00 359 46.6
27809060 REDUC $ 366,500.00 359 79.9
27809946 REDUC $ 680,000.00 359 72.7
27810092 REDUC $ 420,000.00 359 89.9
27810431 FULL/ALT $ 595,000.00 359 54.1
27810936 REDUC $ 335,000.00 359 79.4
27810969 REDUC $ 700,000.00 359 68.9
27811066 FULL/ALT $ 367,000.00 359 80.0
27811512 REDUC $ 615,000.00 359 61.8
27812437 REDUC $ 500,000.00 359 72.0
27812569 REDUC $ 450,000.00 359 79.9
27813195 FULL/ALT $ 339,000.00 359 80.0
27815588 REDUC $ 384,950.00 359 80.0
27816610 REDUC $ 650,658.00 360 80.0
27817345 REDUC $ 530,000.00 359 73.2
27817675 FULL/ALT $ 770,000.00 359 65.7
27818681 REDUC $ 430,000.00 359 59.4
27819259 FULL/ALT $ 550,000.00 360 69.1
27819317 FULL/ALT $ 510,000.00 360 69.6
27819812 REDUC $1,400,000.00 359 27.5
27820059 FULL/ALT $ 560,000.00 359 48.2
27821750 REDUC $ 351,000.00 360 79.5
27823905 FULL/ALT $ 685,000.00 359 75.0
27824168 FULL/ALT $ 810,000.00 359 49.4
27824259 FULL/ALT $ 650,000.00 360 80.0
27824499 FULL/ALT $ 325,000.00 359 78.5
27824655 REDUC $ 580,000.00 359 69.0
27824903 REDUC $ 605,000.00 360 66.1
27825546 REDUC $ 288,000.00 359 95.0
27826148 REDUC $ 345,000.00 359 80.0
27827070 REDUC $ 390,000.00 359 80.0
27827252 FULL/ALT $ 612,000.00 359 67.3
27827476 FULL/ALT $ 810,000.00 359 61.1
27827666 REDUC $ 437,000.00 360 90.0
27827708 REDUC $ 600,000.00 360 61.7
27830058 REDUC $ 339,000.00 359 79.9
27830223 FULL/ALT $ 260,000.00 360 95.0
27830488 FULL/ALT $ 495,000.00 359 59.1
27833433 REDUC $ 480,000.00 360 64.0
27834480 REDUC $ 795,000.00 359 79.9
27834829 REDUC $ 420,000.00 359 62.8
27837954 FULL/ALT $ 405,000.00 359 80.0
27838242 REDUC $ 440,000.00 360 80.0
27838697 REDUC $ 410,000.00 360 90.0
27838903 FULL/ALT $ 600,000.00 360 46.2
27842210 REDUC $ 400,000.00 359 80.0
27842467 REDUC $ 475,000.00 360 67.8
27842525 REDUC $ 875,000.00 359 49.7
27842541 REDUC $ 465,000.00 359 67.2
27842681 REDUC $ 800,000.00 359 46.9
27846153 FULL/ALT $ 610,000.00 360 68.9
27846336 FULL/ALT $ 519,000.00 360 52.3
27848985 REDUC $ 400,000.00 359 79.3
27851047 REDUC $ 400,000.00 360 75.0
27851674 REDUC $ 457,000.00 360 71.9
27853613 REDUC $ 600,000.00 360 59.7
27854751 REDUC $ 890,000.00 360 56.2
27856079 REDUC $ 579,000.00 359 60.6
27857333 FULL/ALT $ 390,000.00 359 80.0
27857796 FULL/ALT $ 372,500.00 360 75.0
27857929 REDUC $ 360,000.00 360 80.0
27858711 FULL/ALT $ 460,000.00 360 80.0
27862788 FULL/ALT $ 295,000.00 359 89.9
27866920 REDUC $ 470,000.00 360 80.0
27868371 FULL/ALT $1,100,000.00 360 72.7
27869197 REDUC $ 590,000.00 359 76.2
27869254 REDUC $ 402,000.00 360 80.0
27872373 FULL/ALT $ 575,000.00 359 79.4
27876630 FULL/ALT $ 757,500.00 360 80.0
27878495 FULL/ALT $ 470,000.00 360 59.1
27879667 FULL/ALT $ 515,000.00 360 65.8
27879964 REDUC $ 540,000.00 360 74.1
27880053 FULL/ALT $ 410,000.00 360 75.0
27884824 REDUC $ 835,000.00 360 70.0
27886159 FULL/ALT $ 475,000.00 360 73.5
27891092 REDUC $ 595,000.00 360 56.1
27898899 FULL/ALT $ 700,000.00 360 50.0
27903905 REDUC $ 620,000.00 360 46.1
27911841 REDUC $ 435,000.00 360 80.0
27934546 REDUC $ 330,000.00 360 90.0
27934652 FULL/ALT $ 687,000.00 360 40.8
27969716 FULL/ALT $ 460,000.00 360 72.7
Total Loans 861
Sched UPB $310,634,791.71
WAC 7.052
WAM 358.2
WOLTV 71.7
</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: ________________________________
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 1999-4, 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
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 1999-4, 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 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.
____________________
1 Transferee must own and/or invest on a discretionary basis at least
$100,000,000 in securities unless Transferee is a dealer, and, in that case,
Transferee must own and/or invest on a discretionary basis at least $10,000,000
in securities.
___ CORPORATION, ETC. The Transferee is a corporation (other than a bank,
savings and loan association or similar institution), Massachusetts or
similar business trust, partnership, or any organization described in
Section 501(c)(3) of the Internal Revenue Code of 1986.
___ BANK. The Transferee (a) is a national bank or a banking institution
organized under the laws of any state, U.S. territory or the District
of Columbia, the business of which is substantially confined to
banking and is supervised by the state or territorial banking
commission or similar official or is a foreign bank or equivalent
institution, and (b) has an audited net worth of at least $25,000,000
as demonstrated in its latest annual financial statements, a copy of
which is attached hereto, as of a date not more than 16 months
preceding the date of sale of the Transferred Certificates in the case
of a U.S. bank, and not more than 18 months preceding such date of
sale in the case of a foreign bank or equivalent institution.
___ SAVINGS AND LOAN. The Transferee (a) is a savings and loan
association, building and loan association, cooperative bank,
homestead association or similar institution, which is supervised and
examined by a state or federal authority having supervision over any
such institutions, or is a foreign savings and loan association or
equivalent institute and (b) has an audited net worth of at least
$25,000,000 as demonstrated in its latest annual financial STATEMENTS,
A COPY OF WHICH IS ATTACHED HERETO, as of a date not more than 16
months preceding the date of sale of the Transferred Certificates in
the case of a U.S. savings and loan association, and not more than 18
months preceding such date of sale in the case of a foreign savings
and loan association or equivalent institution.
___ BROKER-DEALER. The Transferee is a dealer registered pursuant to
Section 15 of the Securities Exchange Act of 1934, as amended.
___ INSURANCE COMPANY. The Transferee is an insurance company whose
primary and predominant business activity is the writing of insurance
or the reinsuring of risks underwritten by insurance companies and
which is subject to supervision by the insurance commissioner or a
similar official or agency of a state, U.S. territory or the District
of Columbia.
___ STATE OR LOCAL PLAN. The Transferee is a plan established and
maintained by a state, its political subdivisions, or any agency or
instrumentality of the state or its political subdivisions, for the
benefit of its employees.
___ ERISA PLAN. The Transferee is an employee benefit plan within the
meaning of Title I of the Employee Retirement Income Security Act of
1974.
___ INVESTMENT ADVISOR. The Transferee is an investment advisor registered
under the Investment Advisers Act of 1940.
___ OTHER. (Please supply a brief description of the entity and a
cross-reference to the paragraph and subparagraph under subsection
(a)(1) of Rule 144A pursuant to which it qualifies. Note that
registered investment companies should complete Annex 2 rather than
this Annex 1.)
3. The term "SECURITIES" as used herein does not include (i) securities of
issuers that are affiliated with the Transferee, (ii) securities that are part
of an unsold allotment to or subscription by the Transferee, if the Transferee
is a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan
participations, (v) repurchase agreements, (vi) securities owned but subject to
a repurchase agreement and (vii) currency, interest rate and commodity swaps.
For purposes of determining the aggregate amount of securities owned and/or
invested on a discretionary basis by the Transferee, the Transferee did not
include any of the securities referred to in this paragraph.
4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Transferee, the Transferee used
the cost of such securities to the Transferee, unless the Transferee reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities were valued at market. Further,
in determining such aggregate amount, the Transferee may have included
securities owned by subsidiaries of the Transferee, but only if such
subsidiaries are consolidated with the Transferee in its financial statements
prepared in accordance with generally accepted accounting principles and if the
investments of such subsidiaries are managed under the Transferee's direction.
However, such securities were not included if the Transferee is a
majority-owned, consolidated subsidiary of another enterprise and the Transferee
is not itself a reporting company under the Securities Exchange Act of 1934, as
amended.
5. The Transferee is familiar with Rule 144A and understands that the
Transferor and other parties related to the Transferred Certificates are relying
and will continue to rely on the statements made herein because one or more
sales to the Transferee may be in reliance on Rule 144A.
____ ____ Will the Transferee be purchasing the 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 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 1999-4, 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 Counsel shall not
be an expense of the Trustee or the Depositor and (ii) the Trustee shall require
a certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached to the Pooling and Servicing Agreement as
EXHIBIT G-1 and a certificate from such Certificateholder's prospective
transferee substantially in the form attached to the Pooling and Servicing
Agreement either as EXHIBIT G-2A or as EXHIBIT G-2B, which certificates shall
not be an expense of the Trustee or the Depositor; provided that the foregoing
requirements under clauses (i) and (ii) shall not apply to a transfer of a
Private Certificate between or among the Depositor, the Seller, their affiliates
or both.
3. The Transferee understands that it may not sell or otherwise transfer
the Transferred Certificates, any security issued in exchange therefor or in
lieu thereof or any interest in the foregoing except in compliance with the
provisions of Section 6.02 of the Pooling and Servicing Agreement, which
provisions it has carefully reviewed, and that the Transferred Certificates will
bear legends substantially to the following effect:
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE
WITHOUT REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A
TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND
IN ACCORDANCE WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON
BEHALF OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL
RETIREMENT ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, AS AMENDED ("ERISA"), THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE"), OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT
IN "PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR
SIMILAR LAW. TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE
TRANSFEREE DELIVERS TO THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN
FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT,
AND IS NOT ACTING ON BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY
SUCH PLAN TO EFFECT SUCH PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY,
THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE IS AN "INSURANCE
COMPANY GENERAL ACCOUNT" (AS SUCH TERM IS DEFINED IN SECTION V(E) OF
PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 ("PTE 95-60"), 60 FED. REG.
35925 (JULY 12, 1995)), THERE IS NO BENEFIT PLAN WITH RESPECT TO WHICH THE
AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES FOR THE
CONTRACT(S) HELD BY OR ON BEHALF OF SUCH BENEFIT PLAN AND ALL OTHER BENEFIT
PLANS MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN
SECTION V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS
10% OF THE TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT
(AS SUCH AMOUNTS ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE
DATE OF ACQUISITION AND ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL
ACCOUNT ARE PLANS TO WHICH PTE 95-60 APPLIES, OR (II) AN OPINION OF
COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE
SERVICERS, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE
BY OR ON BEHALF OF SUCH PLAN WILL NOT RESULT IN THE ASSETS OF THE TRUST
BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA, THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT THE
DEPOSITOR, THE SERVICERS OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE
MADE THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO
IN THE PRECEDING SENTENCE UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH
REPRESENTATION LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE
PRECEDING SENTENCE TO THE TRUSTEE. THE POOLING AND SERVICING AGREEMENT
PROVIDES THAT ANY ATTEMPTED OR PURPORTED TRANSFER IN VIOLATION OF THESE
TRANSFER RESTRICTIONS WILL BE NULL AND VOID AND WILL VEST NO RIGHTS IN ANY
PURPORTED TRANSFEREE.
4. Neither the Transferee nor anyone acting on its behalf has (a) offered,
transferred, pledged, sold or otherwise disposed of any Transferred Certificate,
any interest in a Transferred Certificate or any other similar security to any
person in any manner, (b) solicited any offer to buy or accept a transfer,
pledge or other disposition of any Transferred Certificate, any interest in a
Transferred Certificate or any other similar security from any person in any
manner, (c) otherwise approached or negotiated with respect to any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security with any person in any manner, (d) made any general solicitation by
means of general advertising or in any other manner, or (e) taken any other
action, that (in the case of any of the acts described in clauses (a) through
(e) above) would constitute a distribution of the Transferred Certificates under
the 1933 Act, would render the disposition of the Transferred Certificates a
violation of Section 5 of the 1933 Act or any state securities law or would
require registration or qualification of the Transferred Certificates pursuant
thereto. The Transferee will not act, nor has it authorized nor will it
authorize any person to act, in any manner set forth in the foregoing sentence
with respect to the Transferred Certificates, any interest in the Transferred
Certificates or any other similar security.
5. The Transferee has been furnished with all information regarding (a) the
Depositor, (b) the Transferred Certificates and distributions thereon, (c)
nature, performance and servicing of the Mortgage Loans., (d) the Pooling and
Servicing Agreement and the Trust created pursuant thereto, (e) any credit
enhancement mechanism associated with the Transferred Certificates, and (f) all
related matters, that it has requested.
6. The Transferee is an "accredited investor" within the meaning of
paragraph (1), (2), (3) or (7) of Rule 501 (a) under the 1933 Act or an entity
in which all the equity owners come within such paragraphs and has such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of an investment in the Transferred
Certificates; the Transferee has sought such accounting, legal and tax advice as
it has considered necessary to make an informed investment decision; and the
Transferee is able to bear the economic risks of such an investment and can
afford a complete loss of such investment.
7. If the Transferee proposes that the Transferred Certificates be
registered in the name of a nominee, such nominee has completed the Nominee
Acknowledgment below.
Very truly yours,
_________________________________________
(Transferee)
By: _________________________________
Name: _________________________________
Title: _________________________________
Date: _________________________________
<PAGE>
NOMINEE ACKNOWLEDGMENT
The undersigned hereby acknowledges and agrees that as to the Transferred
Certificates being registered in its name, the sole beneficial owner thereof is
and shall be the Transferee identified above, for whom the undersigned is acting
as nominee.
_________________________________________
(Nominee)
By: _________________________________
Name: _________________________________
Title: _________________________________
<PAGE>
EXHIBIT H
FORM OF TRANSFEREE REPRESENTATION LETTER
FOR BENEFIT PLAN-RESTRICTED CERTIFICATES
The Bank of New York
101 Barclay Street - 12 E
New York, New York 10286
Re: Bank of America Mortgage Securities, Inc., Mortgage
Pass-Through Certificates, Series 1999-4, 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.
Capitalized terms used in and not otherwise defined herein shall have the
meaning assigned to them in the Pooling and Servicing Agreement.
Very truly yours,
_________________________________________
(Transferee)
By: _________________________________
Name: _________________________________
Title: _________________________________
Date: _________________________________
<PAGE>
EXHIBIT I
FORM OF AFFIDAVIT REGARDING TRANSFER OF
RESIDUAL CERTIFICATES PURSUANT TO SECTION 6.02
Bank of America Mortgage Securities, Inc.
Mortgage Pass-Through Certificates,
Series 1999-4
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 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 the
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 the Class A-R Certificate or cause the 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.
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 this _____ day of ________________, ____.
_________________________________________
Print Name of Transferee
By: ____________________________________
Name:
Title:
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.
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 FORECLOSE: 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.
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.
(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.
(c) 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.
(d) 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.
(e) 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.
(f) 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 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.
(g) 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 2.03 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 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 2.04 TERMINATION
(a) 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 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.
(b) 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 III
COLLATERAL FUNDS; SECURITY INTEREST
Section 3.01 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.
Section 3.02 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 3.03 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 3.04 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 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 IV
MISCELLANEOUS PROVISIONS
Section 4.01 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 4.02 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 4.03 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 4.04 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: ____________________
Phone: ________________________
Fax: ________________________
(b) in the case of the Purchaser,
________________________________
________________________________
________________________________
Attention: ____________________
Section 4.05 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 4.06 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 4.07 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 4.08 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 4.09 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, 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: ____________________________
