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: July 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 July 27, 1999, Bank of America Mortgage Securities, Inc., a Delaware
corporation (the "Registrant"), sold Mortgage Pass-Through Certificates, Series
1999-8, 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-PO, Class
A-R, Class B-1, Class B-2 and Class B-3 (the "Offered Certificates"), having an
aggregate original principal balance of $496,770,415.00. The Offered
Certificates were issued pursuant to a Pooling and Servicing Agreement, dated
July 27, 1999, among the Registrant, Bank of America, FSB, as a servicer
("BAFSB"), Bank of America, N.A., as a servicer ("BANA"), 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 1999-8, Class B-4, Class B-5 and Class B-6
Certificates, having an aggregate initial principal balance of $3,502,944.42
(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 99.30% 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-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
- ----------- -----------
(EX-4) Pooling and Servicing Agreement, dated
July 27, 1999, among Bank of America
Mortgage Securities, Inc., NationsBanc
Mortgage Corporation, Bank of America,
FSB, Bank of America, N.A. 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.
July 27, 1999
/s/ Sharon Joseph
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Sharon Joseph
Vice President
<PAGE>
INDEX TO EXHIBITS
Paper (P) or
Exhibit No. Description Electronic (E)
- ----------- ----------- --------------
(EX-4) Pooling and Servicing E
Agreement, dated July 27, 1999
among Bank of America Mortgage
Securities, Inc., NationsBanc
Mortgage Corporation, Bank of America,
FSB, Bank of America, N.A. 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,
BANK OF AMERICA, N.A.,
as Servicer,
and
THE BANK OF NEW YORK,
as Trustee
POOLING AND SERVICING AGREEMENT
Dated July 27, 1999
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Mortgage Pass-Through Certificates
Series 1999-8
==============================================================================
<PAGE>
TABLE OF CONTENTS
Page
PRELIMINARY STATEMENT........................................................
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms................................................
Section 1.02 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 BAFSB
Servicer....................................................
Section 2.05 Representations, Warranties and Covenants of the BANA
Servicer....................................................
Section 2.06 Representations and Warranties of the Depositor as to the
Mortgage Loans..............................................
Section 2.07 Designation of Interests in the REMIC........................
Section 2.08 Designation of Start-up Day..................................
Section 2.09 REMIC Certificate Maturity Date..............................
Section 2.10 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...........................................
<PAGE>
EXHIBITS
Exhibit A-1 ......- Form of Face of Class A-1 Certificate
Exhibit A-2 ......- Form of Face of Class A-2 Certificate
Exhibit A-3 ......- Form of Face of Class A-3 Certificate
Exhibit A-4 ......- Form of Face of Class A-4 Certificate
Exhibit A-5 ......- Form of Face of Class A-5 Certificate
Exhibit A-6 ......- Form of Face of Class A-6 Certificate
Exhibit A-7 ......- Form of Face of Class A-7 Certificate
Exhibit A-8 ......- Form of Face of Class A-8 Certificate
Exhibit A-9 ......- Form of Face of Class A-9 Certificate
Exhibit A-10......- Form of Face of Class A-10 Certificate
Exhibit A-11......- Form of Face of Class A-11 Certificate
Exhibit A-12......- Form of Face of Class A-12 Certificate
Exhibit A-PO......- Form of Face of Class A-PO Certificate
Exhibit A-R ......- Form of Face of Class A-R Certificate
Exhibit B-1 ......- Form of Face of Class B-1 Certificate
Exhibit B-2 ......- Form of Face of Class B-2 Certificate
Exhibit B-3 ......- Form of Face of Class B-3 Certificate
Exhibit B-4 ......- Form of Face of Class B-4 Certificate
Exhibit B-5 ......- Form of Face of Class B-5 Certificate
Exhibit B-6 ......- Form of Face of Class B-6 Certificate
Exhibit C ......- Form of Reverse of all Certificates.................C-1
Exhibit D-1 ......- BAFSB Mortgage Loan Schedule......................D-1-1
Exhibit D-2 ......- NMC Mortgage Loan Schedule........................D-2-1
Exhibit D-3 ......- BANA Mortgage Loan Scheduled......................D-3-1
Exhibit E ......- Request for Release of Documents....................E-1
Exhibit F ......- Form of Certification of Establishment of Account...F-1
Exhibit G-1 ......- Form of Transferor's Certificate..................G-1-1
Exhibit G-2A......- Form 1 of Transferee's Certificate...............G-2A-1
Exhibit G-2B......- Form 2 of Transferee's Certificate...............G-2B-1
Exhibit H.........- Form of Transferee Representation Letter
......- for ERISA Restricted Certificates...................H-1
Exhibit I ......- Form of Affidavit Regarding Transfer of Residual
Certificate....................................... I-1
Exhibit J ......- Contents of Servicing File..........................J-1
Exhibit K ......- Form of Special Servicing Agreement.................K-1
<PAGE>
POOLING AND SERVICING AGREEMENT
THIS POOLING AND SERVICING AGREEMENT, dated July 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 "BAFSB Servicer"), BANK
OF AMERICA, N.A., as servicer (together with its permitted successors and
assigns, the "BANA Servicer" and, collectively with the NMC Servicer and the
BAFSB 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 BAFSB Servicer, the BANA 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>
Integral
Initial Class Multiples
Certificate Pass-Through Minimum in Excess
Classes Balance Rate Denomination of Minimum
- ------- ------- ---- ------------ ----------
Class A-1 $175,000,000.00 6.750% $1,000 $1
Class A-2 $77,000,000.00 6.750% $1,000 $1
Class A-3 $13,000,000.00 7.125% $1,000 $1
Class A-4 $59,745,000.00 6.750% $1,000 $1
Class A-5 $20,113,000.00 6.750% $1,000 $1
Class A-6 $15,471,000.00 6.750% $1,000 $1
Class A-7 $13,648,778.00 6.750% $1,000 $1
Class A-8 $ 722,222.00 (1) $1,000 $1
Class A-9 $26,158,000.00 6.750% $1,000 $1
Class A-10 $25,000,000.00 6.750% $1,000 $1
Class A-11 $49,550,000.00 6.750% $1,000 $1
Class A-12 $ 450,000.00 6.750% $1,000 $1
Class A-PO $ 1,889,315.00 (1) $25,000 $1
Class A-R $ 100.00 6.750% $100 N/A
Class B-1 $13,258,000.00 6.750% $25,000 $1
Class B-2 $ 3,753,000.00 6.750% $25,000 $1
Class B-3 $ 2,002,000.00 6.750% $25,000 $1
Class B-4 $ 1,501,000.00 6.750% $25,000 $1
Class B-5 $ 1,001,000.00 6.750% $25,000 $1
Class B-6 $ 1,000,944.42 6.750% $25,000 $1
- ---------------
(1) The Class A-8 and 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.
BAFSB Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase
Agreement, dated July 27, 1999, between the BAFSB Seller, as seller, and the
Depositor, as purchaser.
BAFSB Mortgage Loans: The Mortgage Loans serviced by the BAFSB
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.
BAFSB Seller: Bank of America, FSB, a federal savings bank, or its
successor in interest, as seller of the BAFSB Mortgage Loans under the BAFSB
Mortgage Loan Purchase Agreement.
BAFSB Servicer: Bank of America, FSB, a federal savings bank, or its
successor in interest, in its capacity as servicer of the BAFSB Mortgage Loans,
or any successor servicer appointed as herein provided.
BAFSB Servicer Custodial Account: The separate Eligible Account or
Accounts created and maintained by the BAFSB Servicer pursuant to Section
3.08(b).
BANA Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase
Agreement, dated July 27, 1999, between the BANA Seller, as seller, and the
Depositor, as purchaser.
BANA Mortgage Loans: The Mortgage Loans serviced by the BANA
Servicer and identified on Exhibit D-3 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.
BANA Seller: Bank of America, N.A., a national banking association,
or its successor in interest, as seller of the BANA Mortgage Loans under the
BANA Mortgage Loan Purchase Agreement.
BANA Servicer: Bank of America, N.A., a national banking
association, or its successor in interest, in its capacity as servicer of the
BANA Mortgage Loans, or any successor servicer appointed as herein provided.
BANA Servicer Custodial Account: The separate Eligible Account or
Accounts created and maintained by the BANA 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 any of the Servicers is 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 1999-8 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 1999-8." 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, any of the Servicers 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-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-PO and Class A-R Certificates.
Class A-10 Loss Amount: With respect to any Distribution Date after
the Senior Credit Support Depletion Date, the amount, if any, by which the Class
Certificate Balance of the Class A-10 Certificates would be reduced as a result
of the allocation of any Realized Loss (other than an Excess Loss) to such Class
pursuant to Section 5.03(a)(ii)(1) or the allocation of any reduction pursuant
to Section 5.03(b) to such Class, in each case without regard to the operation
of Section 5.03(e).
Class A-12 Loss Allocation Amount: With respect to any Distribution
Date after the Senior Credit Support Depletion Date, the lesser of (a) the Class
Certificate Balance of the Class A-12 Certificates with respect to such
Distribution Date prior to any reduction for the Class A-12 Loss Allocation
Amount and (b) the Class A-10 Loss Amount with respect to such Distribution
Date.
Class A-PO Deferred Amount: As to any Distribution Date prior to the
Senior Credit Support Depletion Date, the aggregate of the applicable PO
Percentage of each Realized Loss, other than an Excess Loss, to be allocated to
the Class A-PO Certificates on such Distribution Date or previously allocated to
the Class A-PO Certificates and not yet paid to the Holders of the Class A-PO
Certificates pursuant to Section 5.02(a)(iii).
Class B Certificates: The Class B-1, Class B-2, Class B-3, Class
B-4, Class B-5 and Class B-6 Certificates.
Class Certificate Balance: With respect to any Class 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), (iii) all other
reductions in Class Certificate Balance previously allocated thereto pursuant to
Section 5.03(b) and (iv) in the case of the Class A-12 Certificates, any
reduction allocated thereto pursuant to Section 5.03(e).
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: July 27, 1999.
Code: The Internal Revenue Code of 1986, as amended.
Compensating Interest: As defined in Section 3.17.
Co-op Shares: Shares issued by private non-profit housing
corporations.
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 any 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: July 1, 1999.
Cut-Off Date Pool Principal Balance: The aggregate of the Cut-Off
Date Principal Balances of the Mortgage Loans which is $500,273,359.88.
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 2.06.
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 6.750% per annum.
Distribution Date: The 25th day of each month beginning in August
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) Bank of America, FSB, (b) Bank of America, N.A., or (c) a federal or state
chartered depository institution or trust company the short-term unsecured debt
obligations of which (or, in the case of a depository institution or trust
company that is the principal subsidiary of a holding company, the debt
obligations of such holding company) have the highest short-term ratings of each
Rating Agency at the time any amounts are held on deposit therein, or (ii) an
account or accounts in a depository institution or trust company in which such
accounts are insured by the FDIC (to the limits established by the FDIC) and the
uninsured deposits in which accounts are otherwise secured such that, as
evidenced by an Opinion of Counsel delivered to the Trustee and to each Rating
Agency, the Certificateholders have a claim with respect to the funds in such
account or a perfected first priority security interest against any collateral
(which shall be limited to Permitted Investments) securing such funds that is
superior to claims of any other depositors or creditors of the depository
institution or trust company in which such account is maintained, or (iii) a
trust account or accounts maintained with the trust department of a federal or
state chartered depository institution or trust company, acting in its fiduciary
capacity or (iv) any other account acceptable to each Rating Agency. Eligible
Accounts may bear interest and may include, if otherwise qualified under this
definition, accounts maintained with the Trustee.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA Restricted Certificates: The Class A-12 and Class B
Certificates.
Escrow Account: As defined in Section 3.09.
Escrow Payments: The amounts constituting taxes, assessments,
Primary Insurance Policy premiums, fire and hazard insurance premiums and other
payments as may be required to be escrowed by the Mortgagor with the mortgagee
pursuant to the terms of any Mortgage Note or Mortgage.
Event of Default: As defined in Section 8.01.
Excess Losses: For any Distribution Date, the amount of any (i)
Fraud Losses in excess of the Fraud Loss Amount, (ii) Special Hazard Losses in
excess of the Special Hazard Loss Amount or (iii) Bankruptcy Losses in excess of
the Bankruptcy Loss Amount.
Excess Proceeds: With respect to any Liquidated Mortgage Loan, the
amount, if any, by which the sum of any Liquidation Proceeds of such Mortgage
Loan received in the calendar month in which such Mortgage Loan became a
Liquidated Mortgage Loan, net of any amounts previously reimbursed to the
related Servicer as Nonrecoverable Advance(s) with respect to such Mortgage Loan
pursuant to Section 3.11(a)(iii), exceeds (i) the unpaid principal balance of
such Liquidated Mortgage Loan as of the Due Date in the month in which such
Mortgage Loan became a Liquidated Mortgage Loan plus (ii) accrued interest at
the Mortgage Interest Rate from the Due Date as to which interest was last paid
or for which a Periodic Advance was made (and not reimbursed) up to the Due Date
applicable to the Distribution Date immediately following the calendar month
during which such liquidation occurred.
FDIC: The Federal Deposit Insurance Corporation, or any successor
thereto.
FHLMC: The Federal Home Loan Mortgage Corporation, or any successor
thereto.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates will be made pursuant to Section
10.01.
Financial Market Service: Bloomberg Financial Service and any other
financial information provider designated by the Depositor by written notice to
the Trustee.
FIRREA: The Financial Institutions Reform, Recovery and Enforcement
Act of 1989, as amended.
Fitch: Fitch IBCA, Inc., or any successor thereto.
FNMA: Fannie Mae, or any successor thereto.
Fractional Interest: As defined in Section 5.02(d).
Fraud Loss: Realized Losses on Mortgage Loans as to which a loss is
sustained by reason of a default arising from fraud, dishonesty or
misrepresentation in connection with the related Mortgage Loan, including a loss
by reason of the denial of coverage under any related Primary Insurance Policy
because of such fraud, dishonesty or misrepresentation.
Fraud Loss Amount: For each Distribution Date occurring during the
period from the Closing Date through the first anniversary of the Cut-Off Date,
the Initial Fraud Loss Amount reduced by the amount of Fraud Losses allocated to
the Certificates. Thereafter, the Fraud Loss Amount shall be equal to the lesser
of (i) the Initial Fraud Loss Amount reduced by the amount of Fraud Losses
allocated to the Certificates and (ii) for each Distribution Date occurring (a)
during the period from the day after the first anniversary through the third
anniversary of the Cut-Off Date, 1% of the Pool Stated Principal Balance, (b)
during the period from the day after the third anniversary through the fifth
anniversary of the Cut-Off Date, 0.5% of the Pool Stated Principal Balance, and
(c) after the fifth anniversary of the Cut-Off Date, zero.
Holder: A Certificateholder.
Independent: When used with respect to any specified Person means
such a Person who (i) is in fact independent of the Depositor and the Servicers,
(ii) does not have any direct financial interest or any material indirect
financial interest in the Depositor or any Servicer or in an affiliate of any of
them, and (iii) is not connected with the Depositor or any 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: $171,659.29.
Initial Class Certificate Balance: As to each Class of Certificates,
the Class Certificate Balance set forth in the Preliminary Statement.
Initial Fraud Loss Amount: $5,002,733.60.
Initial Special Hazard Amount: $5,005,862.82.
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-8 and 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.
MERS: As defined in Section 2.01(b)(iii).
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 BAFSB Mortgage Loan
Purchase Agreement, the BANA 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, Exhibit D-2 and Exhibit D-3, 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, which may include Co-op Shares or residential long-term leases.
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 July 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 6.750%. 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 any
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 1.86%
Class B-2 1.10%
Class B-3 0.70%
Class B-4 0.40%
Class B-5 0.20%
Class B-6 0.00%
Original Subordinate Certificate Balance: $22,515,944.42.
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 2.06.
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 or described 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 any
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 any 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 A-R, Class B-4, Class B-5 and Class
B-6 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-8
and Class A-PO Certificates are the only Classes 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.
Priority Amount: As to any Distribution Date, the lesser of (i) the
sum of the Class Certificate Balances of the Class A-11 and Class A-12
Certificates and (ii) the product of (a) the Shift Percentage, (b) the Priority
Percentage and (c) the Senior Principal Distribution Amount.
Priority Percentage: As to any Distribution Date, the percentage
equivalent (carried to six places rounded up) of a fraction the numerator of
which is the sum of the Class Certificate Balances of the Class A-11 and Class
A-12 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.
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 2.09.
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 2.06, 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 BAFSB Loans, the BAFSB Seller, with
respect to the BANA Loans, the BANA 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
August 2004 through July 2005 30%
August 2005 through July 2006 35%
August 2006 through July 2007 40%
August 2007 through July 2008 45%
August 2008 and thereafter 50%
Servicer: With respect to the BAFSB Mortgage Loans, the BAFSB
Servicer, with respect to the BANA Loans, the BANA 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, the
BAFSB Servicer Custodial Account or the BANA 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 any 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. Any 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
6.750% 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.
<PAGE>
Shift Percentage: As to any Distribution Date, the percentage
indicated below:
Distribution Date Occurring In Shift Percentage
- ------------------------------ ----------------
August 1999 through July 2004.................. 0%
August 2004 through July 2005.................. 30%
August 2005 through July 2006.................. 40%
August 2006 through July 2007.................. 60%
August 2007 through July 2008.................. 80%
August 2008 and thereafter..................... 100%
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:
(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, 0.0035%
per annum.
Underwriting Guidelines: The underwriting guidelines of the Bank
of America, FSB, Bank of America, N.A., or NationsBanc Mortgage Corporation,
as applicable.
U.S. Person: A citizen or resident of the United States, a
corporation or partnership (unless, in the case of a partnership, Treasury
Regulations are adopted that provide otherwise) created or organized in or under
the laws of the United States, any state thereof or the District of Columbia,
including an entity treated as a corporation or partnership for federal income
tax purposes, an estate whose income is subject to United States federal income
tax regardless of its source, or a trust if a court within the United States is
able to exercise primary supervision over the administration of such trust, and
one or more such U.S. Persons have the authority to control all substantial
decisions of such trust (or, to the extent provided in applicable Treasury
Regulations, certain trusts in existence on August 20, 1996 which are eligible
to elect to be treated as U.S. Persons).
Voting Rights: The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. As of any date of
determination, (a) 1% of all Voting Rights shall be allocated to the Holder of
the Residual Certificate, and (b) the remaining Voting Rights shall be allocated
among Holders of the remaining Classes of Certificates in proportion to the
Certificate Balances of their respective Certificates on such date.
Section 1.02 Interest Calculations. All calculations of interest
will be made on a 360-day year consisting of twelve 30-day months. All dollar
amounts calculated hereunder shall be rounded to the nearest penny with one-half
of one penny being rounded down.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans.
(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 provisos 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 1999-8" (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; and
provided, further, if the related Mortgage has been recorded in the name
of Mortgage Electronic Registration Systems, Inc. ("MERS") or its
designee, no Assignment of Mortgage in favor of the Trustee will be
required to be prepared or delivered and instead, the applicable Servicer
shall take all actions as are necessary to cause the Trust to be shown as
the owner of the related Mortgage Loan on the records of MERS for purposes
of the system of recording transfers of beneficial ownership of mortgages
maintained by MERS;
(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;
(viii) the original of any security agreement, chattel mortgage
or equivalent document executed in connection with the Mortgage; and
(ix) for each Mortgage Loan secured by Co-op Shares, the
originals of the following documents or instruments:
(i) The stock certificate;
(ii) The stock power executed in blank;
(iii) The executed proprietary lease;
(iv) The executed recognition agreement;
(v) The executed assignment of recognition agreement;
(vi) The executed UCC-1 financing statement with evidence of
recording thereon; and
(vii) Executed UCC-3 financing statements or other appropriate
UCC financing statements required by state law, evidencing a
complete and unbroken line from the mortgagee to the Trustee with
evidence of recording thereon (or in a form suitable for
recordation).
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, unless such Mortgage has been
recorded in the name of MERS or its designee. 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 any
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
(except for any Mortgage which has been recorded in the name of MERS or its
designee) (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 (except for any Mortgage
which has been recorded in the name of MERS or its designee), 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 2.06. 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 BAFSB
Servicer.
The BAFSB Servicer hereby makes the following representations and
warranties to the Depositor and the Trustee, as of the Closing Date:
(i)The BAFSB 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 BAFSB Servicer. The BAFSB
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 BAFSB 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 BAFSB 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
BAFSB Servicer to make this Agreement valid and binding upon the BAFSB
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 BAFSB 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 BAFSB Servicer and
will not result in the breach of any term or provision of the charter or
by-laws of the BAFSB 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 BAFSB Servicer or its
property is subject, or result in the violation of any law, rule,
regulation, order, judgment or decree to which the BAFSB Servicer or its
property is subject.
(iv) There is no action, suit, proceeding or investigation
pending or, to the best knowledge of the BAFSB Servicer, threatened
against the BAFSB 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 BAFSB Servicer, or in any
material impairment of the right or ability of the BAFSB 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
BAFSB Servicer contemplated herein, or which would materially impair the
ability of the BAFSB Servicer to perform under the terms of this
Agreement.
(v)The BAFSB 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 BAFSB 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, Warranties and Covenants of the BANA
Servicer.
The BANA Servicer hereby makes the following representations and
warranties to the Depositor and the Trustee, as of the Closing Date:
(i)The BANA Servicer is a national banking association 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 BANA Servicer. The BANA
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 BANA 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 BANA 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
BANA Servicer to make this Agreement valid and binding upon the BANA
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 BANA 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 BANA Servicer and
will not result in the breach of any term or provision of the charter or
by-laws of the BANA 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 BANA Servicer or its
property is subject, or result in the violation of any law, rule,
regulation, order, judgment or decree to which the BANA Servicer or its
property is subject.
(iv) There is no action, suit, proceeding or investigation
pending or, to the best knowledge of the BANA Servicer, threatened against
the BANA 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 BANA Servicer, or in any
material impairment of the right or ability of the BANA 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 BANA
Servicer contemplated herein, or which would materially impair the ability
of the BANA Servicer to perform under the terms of this Agreement.
(v)The BANA 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 BANA Servicer can service the
Mortgage Loans in accordance with the terms of this Agreement.
The representations and warranties made pursuant to this Section
2.05 shall survive delivery of the respective Mortgage Files to the Trustee for
the benefit of the Certificateholders.
Section 2.06 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, (C) if the Mortgaged Property consists of Co-op Shares, any lien
for amounts due to the cooperative housing corporation for unpaid
assessments or charges or any lien of any assignment of rents or
maintenance expenses secured by the real property owned by the cooperative
housing corporation, and (D) 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 (except with respect to any
Mortgage that has been recorded in the name of MERS or its designee) 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, or, in the case of Mortgage Loans
secured by Co-op Shares, leases or occupancy agreements; 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 2.06 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, any Servicer, the Trustee or
the Custodian that any of the representations and warranties set forth in this
Section 2.06 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 2.07 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 2.08 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 2.09 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 August 25,
2029.
Section 2.10 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, the BAFSB Servicer shall service and administer the BAFSB
Mortgage Loans and the BANA Servicer shall service and administer the BAFSB
Mortgage Loans, all 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 any
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) Any of the Servicers 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 any 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 any 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 any 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; and 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, any 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 BAFSB Servicer shall establish and maintain the BAFSB
Servicer Custodial Account. The BANA Servicer shall establish and maintain the
BANA Servicer Custodial Account. The NMC Servicer shall deposit or cause to be
deposited into the NMC Servicer Custodial Account, the BAFSB Servicer shall
deposit or cause to be deposited into the BAFSB Servicer Custodial Account and
the BANA Servicer shall deposit or cause to be deposited into the BANA Servicer
Custodial Account, all 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 any 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 BAFSB Servicer (with respect to the BAFSB Servicer Custodial
Account), the BANA Servicer (with respect to the BANA 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 any 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 BAFSB Servicer Custodial Account shall be for the
benefit of the BAFSB 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 BANA Servicer Custodial
Account shall be for the benefit of the BANA 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 BAFSB Servicer
Custodial Account, the BANA 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 BAFSB Servicer in the BAFSB Servicer Custodial Account, the BANA Servicer in
the BANA 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 1999-8 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 any 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, the BAFSB Servicer may from time to time
make withdrawals from the BAFSB Servicer Custodial Account and the BANA Servicer
may from time to time make withdrawals from the BANA 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 2.06, 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, any 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 any 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 any 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 any 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. If the Mortgage
has been recorded in the name of MERS or its designee, the related Servicer
shall take all necessary action to reflect the release of the Mortgage on the
records of MERS. 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 any 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. If the Mortgage is registered in the name of
MERS or its designee, the applicable Servicer shall take all necessary action to
reflect the release on the records of MERS. 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, any 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 any 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, any 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) Any 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-8
and 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 concurrently in the following order of
priority:
first, to the Class A-R Certificate, until its Class Certificate
Balance has been reduced to zero;
second, to the Class A-11 and Class A-12 Certificates, pro rata, up to
the Priority Amount for such Distribution Date, until their Class
Certificate Balances have been reduced to zero;
third, concurrently:
(a) 51.1491172464% to the Class A-1 Certificates;
(b) 32.9061269490% to the Class A-2 Certificates; and
(c) 15.9447558046% to the Class A-4 Certificates;
until the Class Certificate Balance of the Class A-2 Certificates
has been reduced to zero;
fourth, concurrently:
(a) 51.1491172464% to the Class A-1 Certificates;
(b) 15.9447558046% to the Class A-4 Certificates; and
(c) 32.9061269490% to the Class A-5 Certificates;
until the Class Certificate Balance of the Class A-5 Certificates
has been reduced to zero;
fifth, concurrently:
(a) 51.1491172464% to the Class A-1 Certificates;
(b) 15.9447558046% to the Class A-4 Certificates; and
(c) 32.9061269490% to the Class A-6 Certificates;
until the Class Certificate Balances of the Class A-1 and Class
A-6 Certificates have been reduced to zero;
sixth, concurrently:
(a) 39.9224790669% to the Class A-3 Certificates;
(b) 15.9447558046% to the Class A-4 Certificates;
(c) 41.9148503072% to the Class A-7 Certificates; and
(d) 2.2179148213% to the Class A-8 Certificates;
until the Class Certificate Balances of the Class A-3, Class A-4,
Class A-7 and Class A-8 Certificates have been reduced to zero;
seventh, concurrently:
(a) 51.1317877947% to the Class A-9 Certificates; and
(b) 48.8682122053% to the Class A-10 Certificates;
until the Class Certificate Balances of the Class A-9 and Class
A-10 Certificates have been reduced to zero; and
eighth, to the Class A-11 and Class A-12 Certificates, pro rata, until
their Class Certificate Balances have 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."
(e) After the Senior Credit Support Depletion Date, on any
Distribution Date on which the Class A-12 Loss Allocation Amount is greater than
zero, the Class Certificate Balance of the Class A-12 Certificates will be
reduced by the Class A-12 Loss Allocation Amount and, notwithstanding Section
5.03(a)(ii)(1) and Section 5.03(b), the Class Certificate Balance of the Class
A-10 Certificates will not be reduced by such amount.
Section 5.04 Statements to Certificateholders.
(a) Prior to the Distribution Date in each month, based upon the
information provided to the Trustee on the Servicer's Certificates delivered to
the Trustee pursuant to Section 4.01, the Trustee shall determine the following
information with respect to such Distribution Date:
(i)the amount allocable to principal, separately identifying the
aggregate amount of any Principal Prepayments and Liquidation Proceeds
included therein;
(ii) the amount allocable to interest, 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 Priority 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, any Class A-12 Loss Allocation Amount or 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 its 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, 2.06
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 Servicers, acting collectively) 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-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) (1) 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.
(i) 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.
(ii) 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
any 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 any 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 any 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 any 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.
(viii) No Ownership Interest in a Residual Certificate shall be
acquired by a Plan or any Person acting on behalf of a Plan.
(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 any 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 any Servicer may be merged or
consolidated, or any corporation resulting from any merger or consolidation to
which the Depositor or any Servicer shall be a party, or any Person succeeding
to the business of the Depositor or any 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 any 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 any 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 any
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 any 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 any 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 any 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 any 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 any 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 any
Servicer, or for the winding up or liquidation of any 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 any 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 any 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 any 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 any 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, Bank of America,
FSB or Bank of America, N.A. 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, Bank of America, FSB or Bank
of America, N.A., 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,
Bank of America, FSB or Bank of America, N.A., 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, Bank of
America, FSB or Bank of America, N.A., 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, Bank of America, FSB or Bank of America, N.A.,
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 any 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 any
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 BAFSB
Servicer, Bank of America, FSB, 10200 Valley View Street, Cypress, California
90630, Attention: Brian Shea, (d) in the case of the BANA Servicer, Bank of
America, N.A., 10200 Valley View Street, Cypress, California 90630, Attention:
Brian Shea, with a copy to: Bank of America, N.A. 101 South Tryon Street,
Charlotte, North Carolina, 28255, Attention: General Counsel and Chief Financial
Officer, (e) in the case of the Trustee, 101 Barclay Street - 12E, New York, New
York 10286, Attention: Corporate Trust - MBS Group (Fax: (212) 815-5309), (f) in
the case of S&P, Standard & Poor's, a division of The McGraw-Hill Companies,
Inc., 55 Water Street, New York, New York 10041, Attn: Mortgage Surveillance
Group, and (g) 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: /s/ Sharon Joseph
-----------------------------------------
Name: Sharon Joseph
Title: Vice President
NATIONSBANC MORTGAGE CORPORATION,
as Servicer
By: /s/ Robert J. Debenedet
-----------------------------------------
Name: Robert J. Debenedet
Title: Vice President
BANK OF AMERICA, FSB,
as Servicer
By: /s/ Russell Thompson
-----------------------------------------
Name: Russell Thompson
Title: Vice President
BANK OF AMERICA, N.A.,
as Servicer
By: /s/ Nicholas Krsnich
-----------------------------------------
Name: Nicholas Krsnich
Title: Senior Vice President
THE BANK OF NEW YORK,
as Trustee
By: /s/ Kelly Sheahan
-----------------------------------------
Name: Kelly Sheahan
Title: Assistant Vice President
<PAGE>
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
)
On the 27th day of July, 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 July, 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 NORTH CAROLINA )
______ ) ss.:
COUNTY OF MECKLENBURG )
------ )
On the 27th day of July, 1999, before me, a notary public in and for
the State of North Carolina, 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 NORTH CAROLINA )
______ ) ss.:
COUNTY OF MECKLENBURG )
------ )
On the 27th day of July, 1999, before me, a notary public in and for
the State of North Carolina, 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>
STATE OF NORTH CAROLINA )
) ss.:
COUNTY OF MECKLENBURG )
)
On the 27th day of July, 1999, before me, a notary public in and for
the State of North Carolina, personally appeared Nicholas Krsnich, known to me
who, being by me duly sworn, did depose and say that he is the Senior Vice
President of Bank of America, N.A., a national banking association, one of the
parties that executed the foregoing instrument; and that he 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 1999-8
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.
A-1-1
<PAGE>
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-8
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: July 1, 1999
First Distribution Date: August 25, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $175,000,000.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 GT 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 July 27, 1999 (the "Pooling
and Servicing Agreement"), among the Depositor, NationsBanc Mortgage
Corporation, as servicer, Bank of America, FSB, as servicer, Bank of America,
N.A., as servicer (collectively with NationsBanc Mortgage Corporation and Bank
of America, FSB, 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 July 27, 1999, and based on its issue price
of 98.14375%, 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
250% PSA (as defined in the Prospectus Supplement dated July 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 1.89375000%; (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 7.34%; and (iii) the amount of
OID allocable to the short first accrual period (July 27, 1999 to August 25,
1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.03504904%.
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 1999-8
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 1999-8
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: July 1, 1999
First Distribution Date: August 25, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $77,000,000.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 GU 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 July 27, 1999 (the "Pooling
and Servicing Agreement"), among the Depositor, NationsBanc Mortgage
Corporation, as servicer, Bank of America, FSB, as servicer, Bank of America,
N.A., as servicer (collectively with NationsBanc Mortgage Corporation and Bank
of America, FSB, 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>
[FORM OF FACE OF CLASS A-3 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-8
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 1999-8
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: July 1, 1999
First Distribution Date: August 25, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $13,000,000.00
Pass-Through Rate: 7.125%
CUSIP No.: 060506 GV 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 July 27, 1999 (the "Pooling
and Servicing Agreement"), among the Depositor, NationsBanc Mortgage
Corporation, as servicer, Bank of America, FSB, as servicer, Bank of America,
N.A., as servicer (collectively with NationsBanc Mortgage Corporation and Bank
of America, FSB, 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 1999-8
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 1999-8
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: July 1, 1999
First Distribution Date: August 25, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $59,745,000.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 GW 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 July 27, 1999 (the "Pooling
and Servicing Agreement"), among the Depositor, NationsBanc Mortgage
Corporation, as servicer, Bank of America, FSB, as servicer, Bank of America,
N.A., as servicer (collectively with NationsBanc Mortgage Corporation and Bank
of America, FSB, 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 July 27, 1999, and based on its issue price
of 98.70625%, 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
250% PSA (as defined in the Prospectus Supplement dated July 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 1.33125000%; (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 7.12%; and (iii) the amount of
OID allocable to the short first accrual period (July 27, 1999 to August 25,
1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.02182229%.
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 1999-8
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 1999-8
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: July 1, 1999
First Distribution Date: August 25, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $20,113,000.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 GX 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 July 27, 1999 (the "Pooling
and Servicing Agreement"), among the Depositor, NationsBanc Mortgage
Corporation, as servicer, Bank of America, FSB, as servicer, Bank of America,
N.A., as servicer (collectively with NationsBanc Mortgage Corporation and Bank
of America, FSB, 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 July 27, 1999, and based on its issue price
of 98.27250%, 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
250% PSA (as defined in the Prospectus Supplement dated July 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 1.76500000%; (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 7.14%; and (iii) the amount of
OID allocable to the short first accrual period (July 27, 1999 to August 25,
1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.02032933%.
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 1999-8
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 1999-8
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: July 1, 1999
First Distribution Date: August 25, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $15,471,000.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 GY 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 July 27, 1999 (the "Pooling
and Servicing Agreement"), among the Depositor, NationsBanc Mortgage
Corporation, as servicer, Bank of America, FSB, as servicer, Bank of America,
N.A., as servicer (collectively with NationsBanc Mortgage Corporation and Bank
of America, FSB, 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 July 27, 1999, and based on its issue price
of 96.45625%, 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
250% PSA (as defined in the Prospectus Supplement dated July 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 3.58125000%; (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 7.38%; and (iii) the amount of
OID allocable to the short first accrual period (July 27, 1999 to August 25,
1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.02874262%.
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 1999-8
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 1999-8
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: July 1, 1999
First Distribution Date: August 25, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $13,648,778.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 GZ 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 July 27, 1999 (the "Pooling
and Servicing Agreement"), among the Depositor, NationsBanc Mortgage
Corporation, as servicer, Bank of America, FSB, as servicer, Bank of America,
N.A., as servicer (collectively with NationsBanc Mortgage Corporation and Bank
of America, FSB, 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 July 27, 1999, and based on its issue price
of 94.67500%, 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
250% PSA (as defined in the Prospectus Supplement dated July 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 5.36250000%; (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 7.53%; and (iii) the amount of
OID allocable to the short first accrual period (July 27, 1999 to August 25,
1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.02969151%.
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 1999-8
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 1999-8
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: July 1, 1999
First Distribution Date: August 25, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $722,222.00
CUSIP No.: 060506 HA 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 July 27, 1999 (the "Pooling
and Servicing Agreement"), among the Depositor, NationsBanc Mortgage
Corporation, as servicer, Bank of America, FSB, as servicer, Bank of America,
N.A., as servicer (collectively with NationsBanc Mortgage Corporation and Bank
of America, FSB, 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-8 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 July 27, 1999, at an issue price of
42.00000% 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 250% PSA (as
defined in the Prospectus Supplement dated July 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
58.00000000%; (ii) the annual yield to maturity of this Certificate, compounded
monthly, is approximately 9.04%; and (iii) the amount of OID allocable to the
short first accrual period (July 27, 1999 to August 25, 1999) as a percentage of
the initial principal balance of this Certificate, calculated using the exact
method, is approximately 0.29526978%.
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 1999-8
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 1999-8
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: July 1, 1999
First Distribution Date: August 25, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $26,158,000.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 HB 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 July 27, 1999 (the "Pooling
and Servicing Agreement"), among the Depositor, NationsBanc Mortgage
Corporation, as servicer, Bank of America, FSB, as servicer, Bank of America,
N.A., as servicer (collectively with NationsBanc Mortgage Corporation and Bank
of America, FSB, 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 July 27, 1999, and based on its issue price
of 93.23750%, 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
250% PSA (as defined in the Prospectus Supplement dated July 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 6.80000000%; (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 7.50%; and (iii) the amount of
OID allocable to the short first accrual period (July 27, 1999 to August 25,
1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.01868181%.
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 1999-8
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 1999-8
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: July 1, 1999
First Distribution Date: August 25, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $25,000,000.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 HC 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 July 27, 1999 (the "Pooling
and Servicing Agreement"), among the Depositor, NationsBanc Mortgage
Corporation, as servicer, Bank of America, FSB, as servicer, Bank of America,
N.A., as servicer (collectively with NationsBanc Mortgage Corporation and Bank
of America, FSB, 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 July 27, 1999, and based on its issue price
of 92.12422%, 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
250% PSA (as defined in the Prospectus Supplement dated July 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 7.91328120%; (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 7.63%; and (iii) the amount of
OID allocable to the short first accrual period (July 27, 1999 to August 25,
1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.02149404%.
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 1999-8
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 1999-8
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: July 1, 1999
First Distribution Date: August 25, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $49,550,000.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 HD 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 July 27, 1999 (the "Pooling and Servicing
Agreement"), among the Depositor, NationsBanc Mortgage Corporation, as servicer,
Bank of America, FSB, as servicer, Bank of America, N.A., as servicer
(collectively with NationsBanc Mortgage Corporation and Bank of America, FSB,
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 July 27, 1999, and based on its issue price
of 96.44063%, 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
250% PSA (as defined in the Prospectus Supplement dated July 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 3.59687500%; (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 7.22%; and (iii) the amount of
OID allocable to the short first accrual period (July 27, 1999 to August 25,
1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.01662753%.
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 1999-8
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.
AFTER THE SENIOR CREDIT SUPPORT DEPLETION DATE, THE PRINCIPAL PORTION OF
REALIZED LOSSES, OTHER THAN EXCESS LOSSES, ALLOCATED TO THE CLASS A-10
CERTIFICATES WILL BE BORNE BY THE CLASS A-12 CERTIFICATES AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICERS, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT RESULT IN THE ASSETS OF
THE TRUST BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA, THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT
THE DEPOSITOR, THE SERVICERS OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
TRUSTEE. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR
PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND
VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
<PAGE>
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-8
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: July 1, 1999
First Distribution Date: August 25, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $450,000.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 HE 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 July 27, 1999 (the "Pooling
and Servicing Agreement"), among the Depositor, NationsBanc Mortgage
Corporation, as servicer, Bank of America, FSB, as servicer, Bank of America,
N.A., as servicer (collectively with NationsBanc Mortgage Corporation and Bank
of America, FSB, 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 July 27, 1999, and based on its issue price
of 95.73750%, 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
250% PSA (as defined in the Prospectus Supplement dated July 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 4.30000000%; (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 7.32%; and (iii) the amount of
OID allocable to the short first accrual period (July 27, 1999 to August 25,
1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.01976436%.
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 1999-8
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 1999-8
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: July 1, 1999
First Distribution Date: August 25, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,899,315.00
CUSIP No.: 060506 HF 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 July 27, 1999 (the "Pooling
and Servicing Agreement"), among the Depositor, NationsBanc Mortgage
Corporation, as servicer, Bank of America, FSB, as servicer, Bank of America,
N.A., as servicer (collectively with NationsBanc Mortgage Corporation and Bank
of America, FSB, 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 July 27, 1999, at an issue price of
55.00000% 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 250% PSA (as
defined in the Prospectus Supplement dated July 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
45.00000000%; (ii) the annual yield to maturity of this Certificate, compounded
monthly, is approximately 11.07%; and (iii) the amount of OID allocable to the
short first accrual period (July 27, 1999 to August 25, 1999) as a percentage of
the initial principal balance of this Certificate, calculated using the exact
method, is approximately 0.47331585%.
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 1999-8
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 1999-8
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: July 1, 1999
First Distribution Date: August 25, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $100.00
Initial Class Certificate
Balance of this Class: $100.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 HG 0
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 July 27, 1999 (the
"Pooling and Servicing Agreement"), among the Depositor, NationsBanc Mortgage
Corporation, as servicer, Bank of America, FSB, as servicer, Bank of America,
N.A., as servicer (collectively with NationsBanc Mortgage Corporation and Bank
of America, FSB, 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 1999-8
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 1999-8
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: July 1, 1999
First Distribution Date: August 25, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $13,258,000.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 HH 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 July 27, 1999 (the "Pooling
and Servicing Agreement"), among the Depositor, NationsBanc Mortgage
Corporation, as servicer, Bank of America, FSB, as servicer, Bank of America,
N.A., as servicer (collectively with NationsBanc Mortgage Corporation and Bank
of America, FSB, 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 July 27, 1999, and based on its issue price
of 95.98750%, 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
250% PSA (as defined in the Prospectus Supplement dated July 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 4.05000000%; (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 7.31%; and (iii) the amount of
OID allocable to the short first accrual period (July 27, 1999 to August 25,
1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.02057250%.
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 1999-8
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 1999-8
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: July 1, 1999
First Distribution Date: August 25, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $3,753,000.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 HJ 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 July 27, 1999 (the "Pooling
and Servicing Agreement"), among the Depositor, NationsBanc Mortgage
Corporation, as servicer, Bank of America, FSB, as servicer, Bank of America,
N.A., as servicer (collectively with NationsBanc Mortgage Corporation and Bank
of America, FSB, 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 July 27, 1999, and based on its issue price
of 94.98750%, 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
250% PSA (as defined in the Prospectus Supplement dated July 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 5.05000000%; (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 7.45%; and (iii) the amount of
OID allocable to the short first accrual period (July 27, 1999 to August 25,
1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.02547317%.
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 1999-8
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 1999-8
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: July 1, 1999
First Distribution Date: August 25, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $2,002,000.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 HK 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 July 27, 1999 (the "Pooling
and Servicing Agreement"), among the Depositor, NationsBanc Mortgage
Corporation, as servicer, Bank of America, FSB, as servicer, Bank of America,
N.A., as servicer (collectively with NationsBanc Mortgage Corporation and Bank
of America, FSB, 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 July 27, 1999, and based on its issue price
of 88.80000%, 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
250% PSA (as defined in the Prospectus Supplement dated July 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 11.23750000%; (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 8.39%; and (iii) the amount of
OID allocable to the short first accrual period (July 27, 1999 to August 25,
1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.05436772%.
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 1999-8
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 1999-8
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: July 1, 1999
First Distribution Date: August 25, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,501,000.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 HL 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 July 27, 1999 (the "Pooling
and Servicing Agreement"), among the Depositor, NationsBanc Mortgage
Corporation, as servicer, Bank of America, FSB, as servicer, Bank of America,
N.A., as servicer (collectively with NationsBanc Mortgage Corporation and Bank
of America, FSB, 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 July 27, 1999, and based on its issue price
of 72.61250%, 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
250% PSA (as defined in the Prospectus Supplement dated July 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 27.42500000%; (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 11.37%; and (iii) the amount
of OID allocable to the short first accrual period (July 27, 1999 to August 25,
1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.11705471%.
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 1999-8
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 1999-8
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: July 1, 1999
First Distribution Date: August 25, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,001,000.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 HM 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 July 27, 1999 (the "Pooling
and Servicing Agreement"), among the Depositor, NationsBanc Mortgage
Corporation, as servicer, Bank of America, FSB, as servicer, Bank of America,
N.A., as servicer (collectively with NationsBanc Mortgage Corporation and Bank
of America, FSB, 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 July 27, 1999, and based on its issue price
of 54.23750%, 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
250% PSA (as defined in the Prospectus Supplement dated July 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 45.80000000%; (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 16.26%; and (iii) the amount
of OID allocable to the short first accrual period (July 27, 1999 to August 25,
1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.16052374%.
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 1999-8
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 1999-8
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: July 1, 1999
First Distribution Date: August 25, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,000,944.42
Pass-Through Rate: 6.750%
CUSIP No.: 060506 HN 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 July 27, 1999 (the "Pooling
and Servicing Agreement"), among the Depositor, NationsBanc Mortgage
Corporation, as servicer, Bank of America, FSB, as servicer, Bank of America,
N.A., as servicer (collectively with NationsBanc Mortgage Corporation and Bank
of America, FSB, 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 July 27, 1999, and based on its issue price
of 23.98750%, 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
250% PSA (as defined in the Prospectus Supplement dated July 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 76.05000000%; (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 35.59%; and (iii) the amount
of OID allocable to the short first accrual period (July 27, 1999 to August 25,
1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.13830019%.
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>
<TABLE>
EXHIBIT D-1
BAFSB MORTGAGE LOAN SCHEDULE
<CAPTION>
LOAN# CITY ST ZIP OCC PROP TERM OLTV INT RATE FPAYDT
- ----- ---- -- --- --- ---- ---- ---- -------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
5000048347 SCOTTSDALE AZ 85262 Primary PUD 360 52.3 7.25 7/1/1999
5000057611 SCOTTSDALE AZ 85260 Investor PUD 360 70.0 7.50 7/1/1999
5000082171 SAN FRANCIS CA 94127 Primary SFR 360 64.5 7.00 7/1/1999
5000086974 SAN MATEO CA 94403 Primary SFR 360 80.0 7.25 7/1/1999
5000096478 PACIFICA CA 94044 Primary SFR 360 80.0 7.25 7/1/1999
5000097575 SOUTH SAN F CA 94080 Primary SFR 360 80.0 7.38 8/1/1999
5000098201 EL GRANADA CA 94019 Primary SFR 360 62.6 7.00 7/1/1999
5000098383 APTOS CA 95003 Primary PUD 360 89.9 7.25 7/1/1999
5000117977 SAN FRANCIS CA 94117 Primary SFR 360 51.7 7.50 7/1/1999
5000133685 FREMONT CA 94539 Primary SFR 360 69.6 7.25 7/1/1999
5000176304 MILL VALLEY CA 94941 Primary SFR 360 66.7 7.25 8/1/1999
5000177666 SUNNYVALE CA 94087 Primary SFR 360 80.0 7.50 7/1/1999
5000178334 SUNNYVALE CA 94087 Primary SFR 360 80.0 7.25 7/1/1999
5000179282 SAN JOSE CA 95138 Primary PUD 360 75.0 7.13 7/1/1999
5000179803 MOUNTAIN VI CA 94040 Primary SFR 360 69.7 7.13 7/1/1999
5000181635 MILLBRAE CA 94030 Primary SFR 360 62.8 7.25 7/1/1999
5000183094 REDWOOD CIT CA 94061 Primary SFR 360 80.0 7.25 7/1/1999
5000184050 SAN FRANCIS CA 94134 Primary SFR 360 95.0 7.50 7/1/1999
5000184258 PALO ALTO CA 94306 Primary 3-Family 360 74.1 7.38 7/1/1999
5000188879 ARCADIA CA 91007 Primary SFR 360 80.0 7.13 7/1/1999
5000232594 MODESTO CA 95356 Primary SFR 360 80.0 7.00 7/1/1999
5000236710 HOLLISTER CA 95023 Investor 2-Family 360 80.0 7.38 7/1/1999
5000239235 OAKLAND CA 94611 Primary SFR 360 73.9 7.25 7/1/1999
5000245018 SANTA CRUZ CA 95060 Primary SFR 360 83.3 7.13 7/1/1999
5000266972 WATSONVILLE CA 95076 Primary SFR 360 52.6 6.75 4/1/1999
5000312800 OREGON CITY OR 97045 Primary SFR 360 79.8 7.50 8/1/1999
5000331586 CHULA VISTA CA 91910 Primary SFR 360 78.7 6.75 7/1/1999
5000343888 MILILANI HI 96789 Primary PUD 360 89.1 6.25 7/1/1999
5000402635 SOLANA BEAC CA 92075 Primary SFR 360 60.2 6.75 4/1/1999
5000403104 SARATOGA CA 95070 Primary SFR 360 61.7 7.13 7/1/1999
5000408384 OAKLAND CA 94705 Primary SFR 360 70.4 7.00 7/1/1999
5000408426 ALBANY CA 94706 Primary SFR 360 80.0 6.75 7/1/1999
5000428267 SAN DIEGO CA 92116 Primary SFR 360 90.0 7.25 7/1/1999
5000430131 SAN CLEMENT CA 92672 Primary PUD 360 75.3 7.00 7/1/1999
5000435502 DUBLIN CA 94568 Primary PUD 360 87.4 6.88 7/1/1999
5000435585 IRVINE CA 92620 Primary PUD 360 75.0 6.88 6/1/1999
5000435593 CAVE CREEK AZ 85331 Primary PUD 360 95.0 7.00 7/1/1999
5000435791 THOUSAND OA CA 91320 Primary PUD 360 80.0 7.00 7/1/1999
5000435882 SAN DIEGO CA 92130 Primary PUD 360 80.0 7.25 7/1/1999
5000436112 PARK CITY UT 84060 Secondary Condo 360 51.9 6.88 7/1/1999
5000436161 IRVINE CA 92620 Primary PUD 360 80.0 7.00 7/1/1999
5000436427 SAN JOSE CA 95138 Primary PUD 360 72.4 7.00 7/1/1999
5000436609 SAN CLEMENT CA 92673 Primary PUD 360 80.0 6.88 7/1/1999
5000436716 IRVINE CA 92620 Primary PUD 360 90.0 7.13 6/1/1999
5000437664 SAN JOSE CA 95135 Primary SFR 360 58.3 6.88 7/1/1999
5000438613 DUBLIN CA 94568 Primary PUD 360 85.0 7.13 7/1/1999
5000439777 LITTLETON CO 80128 Primary PUD 360 83.7 7.00 8/1/1999
5000452895 SCOTTSDALE AZ 85262 Primary PUD 360 78.4 7.25 7/1/1999
5000455773 RENTON WA 98058 Primary PUD 360 90.0 7.00 7/1/1999
5000460351 SEATTLE WA 98115 Primary SFR 360 72.2 7.00 7/1/1999
5000471226 SANDY UT 84093 Primary SFR 360 65.8 7.25 7/1/1999
5000505387 SOLANO BEAC CA 92075 Primary PUD 360 59.9 7.00 7/1/1999
5000505825 YORBA LINDA CA 92887 Primary SFR 360 72.3 7.13 6/1/1999
5000533900 LONGVIEW TX 75601 Primary SFR 360 77.9 7.13 7/1/1999
5000534353 AUSTIN TX 78746 Primary PUD 360 80.0 7.25 7/1/1999
5000535277 LOS ANGELES CA 90045 Primary SFR 360 80.0 7.38 7/1/1999
5000535301 LOS ANGELES CA 90066 Primary SFR 360 90.0 7.25 8/1/1999
5000569284 DES MOINES WA 98198 Primary SFR 360 49.2 7.25 7/1/1999
5000580802 SAN JOSE CA 95136 Primary Condo 360 84.1 7.63 8/1/1999
5000581107 MOUNTAIN VI CA 94040 Primary SFR 360 62.6 7.13 7/1/1999
5000582097 FREMONT CA 94539 Primary PUD 360 58.0 7.25 7/1/1999
5000582295 SAN LEANDRO CA 94579 Primary PUD 360 80.0 7.13 7/1/1999
5000582576 ROCKLIN CA 95677 Primary SFR 360 72.1 7.13 7/1/1999
5000596337 SANTA BARBA CA 93117 Primary SFR 360 78.7 7.00 7/1/1999
5000598929 LAGUNA BEAC CA 92651 Primary SFR 360 46.9 7.13 7/1/1999
5000600634 HUNTINGTON CA 92649 Primary PUD 360 79.7 7.25 7/1/1999
5000601038 NEWPORT COA CA 92657 Primary PUD 360 56.8 7.13 7/1/1999
5000602283 CORONADO CA 92118 Primary SFR 360 45.8 6.88 7/1/1999
5000616424 SANTA CLARI CA 91351 Primary SFR 360 76.7 7.00 7/1/1999
5000689579 SAN DIEGO CA 92122 Secondary SFR 360 80.0 7.38 7/1/1999
5000689967 SAN DIEGO CA 92128 Primary PUD 360 80.0 7.38 7/1/1999
5000719590 LIVERMORE CA 94550 Primary SFR 360 72.4 7.25 7/1/1999
5000730050 CAMPBELL CA 95008 Primary PUD 360 79.4 7.38 7/1/1999
5000730811 LIVERMORE CA 94550 Primary PUD 360 80.0 7.38 7/1/1999
5000730951 KENSINGTON CA 94707 Primary SFR 360 78.9 6.88 7/1/1999
5000735067 REDMOND OR 97756 Primary SFR 360 90.0 7.75 7/1/1999
5000746635 LA QUINTA CA 92253 Secondary PUD 360 80.0 7.38 7/1/1999
5000759000 SAN JOSE CA 95126 Primary SFR 360 75.4 7.13 7/1/1999
5000802156 SCOTTSDALE AZ 85254 Primary PUD 360 52.5 7.00 7/1/1999
5000837624 MISSION VIE CA 92691 Primary SFR 360 80.0 7.63 7/1/1999
5000838804 FOUNTAIN VA CA 92708 Primary SFR 360 89.9 7.38 7/1/1999
5000842806 SAN DIEGO CA 92129 Primary SFR 360 79.5 7.13 7/1/1999
5000846518 RANCHO PALO CA 90274 Primary PUD 360 75.8 7.13 7/1/1999
5000859024 CUPERTINO CA 95014 Primary PUD 360 70.0 7.25 7/1/1999
5000945526 SAN LEANDRO CA 94579 Primary PUD 360 80.0 6.88 7/1/1999
5000945609 MOUNTAIN VI CA 94040 Primary SFR 360 80.0 7.25 7/1/1999
5000945765 DALY CITY CA 94014 Primary SFR 360 90.0 7.25 7/1/1999
5000949197 LOS ANGELES CA 91324 Primary SFR 360 68.8 7.13 7/1/1999
6005918567 SANTA CRUZ CA 95065 Primary SFR 360 63.8 7.00 7/1/1999
6006179599 ISSAQUAH WA 98029 Primary PUD 360 75.0 7.38 7/1/1999
6008624022 GILROY CA 95020 Primary SFR 360 70.0 7.00 7/1/1999
6008739424 SANTA CLARI CA 91351 Primary SFR 360 80.0 6.88 7/1/1999
6011127641 SARATOGA CA 95070 Primary SFR 360 79.9 7.00 7/1/1999
6011384705 SAN JOSE CA 95148 Primary SFR 360 61.1 7.50 7/1/1999
6011781082 REDONDO BEA CA 90278 Primary SFR 360 78.1 7.13 7/1/1999
6013389603 MOUNTAIN VI CA 94041 Primary SFR 360 80.0 7.13 7/1/1999
6017707842 CARLSBAD CA 92009 Primary PUD 360 80.0 7.25 7/1/1999
6018705209 CARLSBAD CA 92009 Primary PUD 360 79.1 6.88 7/1/1999
6020006125 SAN RAMON CA 94583 Primary PUD 360 80.0 7.00 7/1/1999
6026590981 MOUNTAIN VI CA 94043 Primary PUD 360 68.7 7.50 7/1/1999
6035895918 SAN MATEO CA 94403 Primary SFR 360 58.9 7.25 7/1/1999
6036745054 HANSVILLE WA 98340 Primary SFR 360 53.5 6.88 7/1/1999
6038572811 SAN RAMON CA 94583 Primary PUD 360 80.0 7.13 7/1/1999
6040902782 SAN MATEO CA 94404 Primary Condo 360 69.9 7.25 7/1/1999
6048391699 SAN ANTONIO TX 78230 Primary PUD 360 56.0 7.00 7/1/1999
6048904459 FULLERTON CA 92831 Primary SFR 360 80.0 7.25 7/1/1999
6049620781 DANVILLE CA 94526 Primary SFR 360 80.0 6.75 7/1/1999
6051878269 SANTA ROSA CA 95405 Primary SFR 360 80.0 7.25 7/1/1999
6052497366 SAN DIEGO ( CA 92037 Primary SFR 360 63.2 7.25 7/1/1999
6057573104 SAN GREGORI CA 94074 Primary SFR 360 80.0 7.13 7/1/1999
6063184128 JAMUL CA 91935 Primary PUD 360 85.0 7.25 7/1/1999
6065215029 DALY CITY CA 94014 Primary PUD 360 75.0 7.25 7/1/1999
6065321702 DOVE CANYON CA 92679 Primary PUD 360 75.0 7.25 7/1/1999
6069236294 CLINTON WA 98236 Secondary PUD 360 79.3 7.25 7/1/1999
6070034308 WOODINVILLE WA 98072 Primary SFR 360 70.8 7.13 7/1/1999
6072193888 SAN FRANCIS CA 94114 Primary Condo 360 80.0 6.88 7/1/1999
6075172590 GLENDALE CA 91208 Primary PUD 360 80.0 7.13 7/1/1999
6086291397 SAN MARTIN CA 95046 Primary SFR 360 80.0 7.00 7/1/1999
6086394381 PHOENIX AZ 85048 Primary PUD 360 80.0 7.25 7/1/1999
6099524974 PARADISE VA AZ 85253 Primary SFR 360 51.3 7.00 7/1/1999
6101596697 LOS ANGELES CA 90034 Primary SFR 360 80.0 7.00 7/1/1999
6104545709 SAN FRANCIS CA 94127 Primary SFR 360 80.0 7.25 7/1/1999
6107604990 BERKELEY CA 94707 Primary SFR 360 80.0 7.13 7/1/1999
6112322448 HERMOSA BEA CA 90254 Primary Condo 360 80.0 6.88 7/1/1999
6112623217 LOS GATOS CA 95033 Primary SFR 360 80.0 7.00 8/1/1999
6114025734 OAKLAND CA 94618 Primary SFR 360 65.5 7.25 7/1/1999
6114940734 SAN DIEGO CA 92130 Primary PUD 360 70.3 6.63 7/1/1999
6115260504 SEATTLE WA 98116 Primary Condo 360 69.8 7.25 7/1/1999
6124578607 LAGUNA BEAC CA 92651 Primary SFR 360 58.3 7.25 8/1/1999
6124638161 SANTA BARBA CA 93111 Primary SFR 360 80.0 6.88 7/1/1999
6125156569 LOS ALTOS H CA 94022 Primary SFR 360 34.4 7.13 7/1/1999
6129036924 LOS ANGELES CA 90068 Primary SFR 360 80.0 7.25 7/1/1999
6135425335 RANCHO PALO CA 90275 Primary SFR 360 80.0 6.88 7/1/1999
6136859656 SAN JOSE CA 95122 Primary SFR 360 90.0 7.50 7/1/1999
6139763848 SAN JOSE CA 95125 Secondary PUD 360 80.0 7.13 8/1/1999
6147819160 SEATTLE WA 98105 Primary SFR 360 74.0 7.00 8/1/1999
6151209852 NEWPORT BEA CA 92660 Primary PUD 360 65.1 7.00 7/1/1999
6152143373 LOS ANGELES CA 90048 Primary 2-Family 360 80.0 7.38 7/1/1999
6152509540 GARDNERVILL NV 89410 Primary SFR 360 80.0 7.25 7/1/1999
6153000663 SAN JOSE CA 95127 Primary SFR 360 90.0 7.50 7/1/1999
6157613412 SUNNYVALE CA 94087 Primary SFR 360 80.0 6.88 7/1/1999
6158650108 SANTA BARBA CA 93108 Primary SFR 360 59.2 6.88 7/1/1999
6159373635 SAN FRANCIS CA 94121 Primary SFR 360 65.9 7.13 7/1/1999
6161029761 PALO ALTO CA 94306 Primary SFR 360 80.0 6.88 7/1/1999
6163321562 OAKLAND CA 94611 Primary SFR 360 80.0 7.00 7/1/1999
6164064039 ISSAQUAH WA 98027 Primary SFR 360 75.0 7.00 8/1/1999
6164469022 LOS ANGELES CA 90049 Primary SFR 360 71.4 6.88 7/1/1999
6165667525 HACIENDA HE CA 91745 Primary SFR 360 90.0 7.50 7/1/1999
6171385104 CLAREMONT CA 91711 Primary SFR 360 80.0 6.88 7/1/1999
6173760254 EDMONDS WA 98020 Primary SFR 360 68.3 7.00 7/1/1999
6175951745 SACRAMENTO CA 95864 Primary SFR 360 78.8 7.13 7/1/1999
6178142706 HERMOSA BEA CA 90245 Primary SFR 300 53.1 6.88 7/1/1999
6183603551 HOUSTON TX 77024 Primary SFR 360 64.2 7.25 7/1/1999
6191308177 SANTA BARBA CA 93111 Primary SFR 360 63.9 7.25 8/1/1999
6194796543 REDWOOD CIT CA 94062 Primary SFR 360 80.0 7.00 7/1/1999
6196009580 SAN JOSE CA 95125 Primary SFR 360 67.3 7.13 7/1/1999
6198139344 SAN RAFAEL CA 94901 Primary SFR 360 80.0 7.50 7/1/1999
6200760699 LAKEWOOD CO 80227 Primary SFR 360 76.7 7.50 8/1/1999
6204267741 ORANGE CA 92669 Primary PUD 360 65.9 7.50 7/1/1999
6205425371 SAN RAMON CA 94583 Primary PUD 360 80.0 7.38 7/1/1999
6213340208 ALAMO CA 94507 Primary SFR 360 79.2 7.00 8/1/1999
6214360189 SAN DIEGO ( CA 92014 Primary SFR 360 70.0 6.88 7/1/1999
6223026565 LONG BEACH CA 90807 Primary SFR 360 80.0 7.25 7/1/1999
6231337749 FREMONT CA 94539 Primary PUD 360 80.0 7.00 7/1/1999
6233885877 CARLSBAD CA 92009 Primary PUD 360 63.5 7.38 7/1/1999
6237660151 MOUNTAIN VI CA 94040 Primary SFR 360 80.0 7.38 7/1/1999
6240649456 REDWOOD CIT CA 94065 Primary PUD 360 80.0 7.13 7/1/1999
6243503361 TUSTIN CA 92782 Primary PUD 360 80.0 7.00 7/1/1999
6250091409 SCOTTS VALL CA 95066 Primary PUD 360 69.3 7.25 7/1/1999
6258830881 PARK CITY UT 84098 Primary SFR 360 52.1 7.25 7/1/1999
6266750527 SUNNYVALE CA 94087 Primary SFR 360 60.1 7.25 7/1/1999
6271135110 SANTA CLARI CA 91351 Primary SFR 360 80.0 7.13 7/1/1999
6273680089 SAN DIEGO CA 92131 Primary SFR 360 77.8 7.25 7/1/1999
6276470124 SONOMA CA 95476 Secondary SFR 360 58.9 7.25 7/1/1999
6281216330 SAN FRANCIS CA 94114 Primary SFR 360 63.8 7.00 7/1/1999
6285219215 IRVINE CA 92614 Primary PUD 360 61.9 6.88 7/1/1999
6285248669 BERKELEY CA 94707 Primary SFR 360 75.0 7.13 7/1/1999
6290035374 EDMONDS WA 98020 Primary SFR 360 71.9 7.25 7/1/1999
6291530035 SANTA BARBA CA 93105 Primary SFR 360 75.0 7.63 7/1/1999
6295404468 ORINDA CA 94563 Primary SFR 360 68.5 7.38 7/1/1999
6299818184 REDMOND WA 98053 Primary PUD 360 80.0 7.00 7/1/1999
6302394306 FREMONT CA 94539 Primary SFR 360 62.3 7.13 8/1/1999
6306918449 CAMPBELL CA 95008 Primary PUD 360 80.0 7.13 7/1/1999
6307158292 FREMONT CA 94539 Primary PUD 360 63.2 7.38 7/1/1999
6308499505 CROWLEY LAK CA 93546 Primary SFR 360 80.0 7.00 8/1/1999
6311205089 UNION CITY CA 94587 Primary SFR 360 90.0 7.50 7/1/1999
6311956020 VALENCIA CA 91354 Primary PUD 360 78.3 7.00 7/1/1999
6313744101 NORTHRIDGE CA 91326 Primary PUD 360 80.0 6.88 7/1/1999
6318572267 SAN MATEO CA 94401 Primary SFR 360 90.0 7.38 7/1/1999
6321736727 LOS ANGELES CA 90049 Primary SFR 360 15.0 7.00 7/1/1999
6322795581 CHULA VISTA CA 91910 Primary SFR 360 95.0 7.13 7/1/1999
6324673562 BIXBY OK 74008 Primary SFR 360 65.0 7.63 7/1/1999
6326956601 SAN JOSE CA 95127 Primary SFR 360 95.0 7.75 7/1/1999
6335767601 CARLSBAD CA 92008 Primary PUD 360 73.2 7.13 7/1/1999
6341211404 LOS ANGELES CA 90019 Primary SFR 360 95.0 7.25 7/1/1999
6344449720 DANVILLE CA 94526 Primary PUD 360 67.8 7.13 7/1/1999
6351802803 ORINDA CA 94563 Primary SFR 360 67.1 7.13 7/1/1999
6357027637 LOS ANGELES CA 91423 Primary SFR 360 80.0 7.00 7/1/1999
6358902143 SAN JOSE CA 95124 Primary SFR 360 80.0 7.25 7/1/1999
6359996250 EL CAJON CA 92019 Primary SFR 360 95.0 7.25 7/1/1999
6363921559 LAFAYETTE CA 94549 Primary SFR 360 51.5 7.13 7/1/1999
6367414643 LAKE FOREST CA 92630 Primary PUD 360 71.9 7.25 7/1/1999
6368291222 THE WOODLAN TX 77381 Primary PUD 360 80.0 7.50 7/1/1999
6369408627 REDWOOD CIT CA 94062 Primary SFR 360 31.8 7.00 7/1/1999
6378587817 IRVINE CA 92604 Primary SFR 360 75.0 7.00 7/1/1999
6378665480 CARLSBAD CA 92009 Primary PUD 360 69.8 6.75 7/1/1999
6382743851 CORPUS CHRI TX 78414 Primary SFR 360 80.0 7.13 7/1/1999
6383279376 ANAHEIM CA 92807 Primary PUD 360 73.7 7.25 7/1/1999
6388950427 SCOTTSDALE AZ 85255 Primary PUD 360 80.0 7.25 7/1/1999
6399951455 SALEM OR 97306 Primary SFR 360 56.0 7.00 7/1/1999
6401475964 SANTA MONIC CA 90402 Primary SFR 360 49.2 7.38 7/1/1999
6404421817 YUBA CITY CA 95991 Primary SFR 360 88.9 7.00 7/1/1999
6404962190 DALLAS TX 75230 Primary PUD 360 79.6 7.00 8/1/1999
6408508346 MILLBRAE CA 94030 Primary SFR 360 80.0 7.13 7/1/1999
6414334208 RANCHO MIRA CA 92270 Primary SFR 360 72.2 7.00 8/1/1999
6417667216 LOS ALTOS CA 94022 Primary SFR 360 47.8 7.25 7/1/1999
6417686091 ENCINITAS CA 92024 Primary PUD 360 79.8 7.00 7/1/1999
6420951615 WEST LINN OR 97068 Primary PUD 360 72.1 7.25 7/1/1999
6422115029 PALO ALTO CA 94303 Primary SFR 360 61.3 7.13 7/1/1999
6424885959 LAGUNA NIGU CA 92677 Primary PUD 360 80.0 7.00 7/1/1999
6435924284 PALO ALTO CA 94303 Primary SFR 360 80.0 6.88 7/1/1999
6440647805 MOORPARK CA 93021 Primary SFR 360 72.2 7.00 7/1/1999
6443819799 MILLBRAE CA 94030 Primary SFR 360 59.8 7.25 7/1/1999
6446318955 ISSAQQUAH WA 98027 Primary PUD 360 48.6 7.00 7/1/1999
64482502 WOODINVILLE WA 98072 Primary PUD 360 90.0 7.13 11/1/1998
6451290230 SOUTH PASAD CA 91030 Primary SFR 360 80.0 7.25 7/1/1999
6455548443 PALO ALTO CA 94301 Primary SFR 360 34.5 7.25 7/1/1999
6466060370 GLENDORA CA 91741 Primary PUD 360 65.0 7.50 7/1/1999
6466490080 SAN DIEGO CA 92131 Primary PUD 360 74.7 7.25 7/1/1999
6467612351 HAYWARD CA 94542 Primary SFR 360 80.0 6.88 7/1/1999
6468518854 NAPA CA 94558 Primary SFR 360 66.1 6.88 7/1/1999
6468995755 VISTA CA 92083 Primary PUD 360 80.0 7.00 7/1/1999
6471532637 PASADENA CA 91103 Primary SFR 360 56.6 7.25 7/1/1999
6471755717 MODESTO CA 95356 Primary SFR 360 80.0 7.00 7/1/1999
6484422925 SAN MATEO CA 94402 Primary SFR 360 42.7 6.88 7/1/1999
6484545899 SAN JOSE CA 95120 Primary SFR 360 75.6 7.25 7/1/1999
6488075943 KENSINGTON CA 94708 Primary SFR 360 77.1 7.13 7/1/1999
6495920073 LOS ANGELES CA 90004 Primary SFR 360 60.8 7.13 7/1/1999
6497550092 KEY BISCAYN FL 33149 Primary SFR 360 73.5 7.50 7/1/1999
6500434938 HERMOSA BEA CA 90254 Primary SFR 360 50.2 7.25 7/1/1999
6500501199 PORTLAND OR 97201 Primary SFR 360 90.0 7.13 7/1/1999
6500777401 LAS VEGAS NV 89117 Primary PUD 360 80.0 7.25 7/1/1999
6501425737 LONG BEACH CA 90802 Primary Condo 360 80.0 7.13 7/1/1999
6525388671 SAN CLEMENT CA 92673 Primary PUD 360 73.9 6.88 7/1/1999
6531340203 ENCINITAS CA 92024 Primary PUD 360 80.0 6.75 7/1/1999
6532063564 ALISO VIEJO CA 92656 Primary PUD 360 66.5 7.00 8/1/1999
6532755953 NEWPORT BEA CA 92625 Primary PUD 360 80.0 7.13 7/1/1999
6533265143 MISSION VIE CA 92692 Primary PUD 360 80.0 6.75 7/1/1999
6537728005 OAKLAND CA 94610 Primary SFR 360 80.0 6.88 7/1/1999
65405269 SALINAS CA 93907 Primary PUD 360 75.4 7.00 7/1/1999
6544228809 CORONADO CA 92118 Primary Condo 360 80.0 7.25 7/1/1999
6551425868 THOUSAND OA CA 91362 Primary PUD 360 79.8 7.13 7/1/1999
6552470137 SAN DIEGO CA 92103 Primary SFR 360 61.0 7.38 7/1/1999
6554688629 MOUNTAIN VI CA 94040 Primary SFR 360 54.8 6.88 7/1/1999
6571481131 SAN JOSE CA 95134 Primary SFR 360 67.1 7.25 7/1/1999
6572131396 SAN CLEMENT CA 92672 Primary PUD 360 79.9 7.00 7/1/1999
6574911985 KIRKLAND WA 98033 Primary SFR 360 80.0 7.25 7/1/1999
6576912957 BELMONT CA 94002 Primary SFR 360 59.6 7.25 7/1/1999
6586476159 SAN JOSE CA 95124 Primary SFR 360 77.7 7.25 7/1/1999
6589362513 SAN MATEO CA 94402 Primary PUD 360 72.6 7.25 7/1/1999
6590799927 SAN FRANCIS CA 94132 Primary SFR 360 68.8 7.50 7/1/1999
6592697251 RICHLAND WA 99352 Primary SFR 360 95.0 7.25 7/1/1999
6597901237 LOS ANGELES CA 90039 Primary SFR 360 80.0 7.25 7/1/1999
6606813340 CASTRO VALL CA 94552 Primary PUD 360 80.0 6.88 7/1/1999
6610421890 SAN DIEGO ( CA 92037 Primary SFR 360 63.6 7.38 7/1/1999
6614573498 DANVILLE CA 94506 Primary PUD 360 80.0 7.50 7/1/1999
6619427492 DEL MAR CA 92014 Primary Condo 360 65.0 7.25 7/1/1999
6620404811 FOREST GROV OR 97116 Primary SFR 360 90.0 7.13 7/1/1999
6622325428 CLINTON WA 98236 Secondary SFR 360 80.0 7.00 7/1/1999
6624579253 ORINDA CA 94563 Primary SFR 360 80.0 7.25 7/1/1999
6626140674 FREMONT CA 94539 Primary PUD 360 75.8 7.25 7/1/1999
6626462854 SANTA CLARI CA 91350 Primary SFR 360 46.9 7.25 7/1/1999
66317550 HENDERSON NV 89012 Primary PUD 360 77.1 7.00 7/1/1999
6639472502 LOS ANGELES CA 91604 Secondary SFR 360 80.0 7.00 7/1/1999
6644756584 HOUSTON TX 77077 Primary PUD 360 80.0 7.38 8/1/1999
6647908547 LAGUNA NIGU CA 92677 Primary PUD 360 80.0 7.25 8/1/1999
6649755300 RANCHO PALO CA 90275 Primary SFR 360 80.0 7.13 7/1/1999
6654510111 BERKELEY CA 94705 Primary SFR 360 60.8 7.25 7/1/1999
6660982072 OAKLAND CA 94618 Primary PUD 360 80.0 7.25 7/1/1999
6661649076 SANTA CRUZ CA 95065 Primary SFR 360 73.2 6.75 8/1/1999
6666659245 TUCSON AZ 85718 Primary PUD 360 50.8 7.13 7/1/1999
6684283614 SAN JOSE CA 95135 Primary SFR 360 73.2 7.38 7/1/1999
6688852984 BURLINGAME CA 94010 Primary SFR 360 39.1 7.25 7/1/1999
6693091867 WILTON CA 95693 Primary SFR 360 80.0 7.25 7/1/1999
6693742154 LIVERMORE CA 94550 Primary SFR 360 80.0 7.13 7/1/1999
6694334761 SOLANA BEAC CA 92075 Primary SFR 360 49.8 6.88 7/1/1999
6695584786 PACIFIC GRO CA 93950 Secondary SFR 360 75.0 7.25 7/1/1999
6699035462 BOTHELL WA 98011 Primary SFR 360 80.0 7.25 7/1/1999
6703507266 LA QUINTA CA 92253 Secondary PUD 360 56.7 7.25 7/1/1999
6707654726 HONOLULU HI 96821 Primary SFR 360 73.5 6.88 6/1/1999
6709761081 LOS ANGELES CA 90064 Primary SFR 360 80.0 7.00 7/1/1999
6720931218 ENCINITAS CA 92024 Primary SFR 360 80.0 7.00 8/1/1999
6724795940 LOS ALTOS CA 94024 Primary SFR 360 80.0 7.25 7/1/1999
6732021511 SAN FRANCIS CA 94118 Primary 2-Family 360 80.0 7.25 7/1/1999
6734577619 SAN JOSE CA 95118 Primary PUD 360 75.0 6.88 7/1/1999
6764967250 BERKELEY CA 94705 Primary SFR 360 69.8 7.13 7/1/1999
6765997025 CARLSBAD CA 92009 Primary SFR 360 90.0 7.38 7/1/1999
6766195900 SAN FRANCIS CA 94127 Primary SFR 360 67.6 7.25 7/1/1999
6772887615 LOS ANGELES CA 91403 Primary SFR 360 63.8 7.50 7/1/1999
6774572579 HERMOSA BEA CA 90254 Investor 2-Family 360 69.6 7.50 7/1/1999
6777519080 KAILUA HI 96734 Primary SFR 360 77.4 7.25 8/1/1999
6780082860 LOS ANGELES CA 90004 Primary SFR 360 80.0 7.38 8/1/1999
6783181016 RANCHO PALO CA 90275 Primary SFR 360 63.2 7.00 7/1/1999
6788721352 SCOTTSDALE AZ 85258 Primary PUD 360 80.0 7.25 7/1/1999
6789841167 SAN FRANCIS CA 94112 Primary SFR 360 80.0 7.25 7/1/1999
6790640277 ENCINITAS CA 92007 Primary SFR 360 74.9 7.38 7/1/1999
6790923749 CARLSBAD CA 92009 Primary PUD 360 80.0 6.75 7/1/1999
6793711554 KELLER TX 76248 Primary SFR 360 80.0 7.38 7/1/1999
6793721850 NOVATO CA 94945 Primary SFR 360 79.0 7.25 7/1/1999
6794142510 DUBLIN CA 94568 Primary PUD 360 73.3 6.63 7/1/1999
6795578704 ISSAQUAH WA 98029 Primary PUD 360 80.0 7.13 7/1/1999
6798114317 SAN RAMON CA 94583 Primary PUD 360 80.0 6.88 7/1/1999
6799074528 ORINDA CA 94563 Primary SFR 360 80.0 6.88 7/1/1999
6805068100 NAPA CA 94558 Primary SFR 300 69.6 7.38 7/1/1999
6805329155 ORANGE CA 92867 Primary SFR 360 80.0 7.00 7/1/1999
6808625468 BELLEVUE WA 98007 Primary PUD 360 84.9 7.00 8/1/1999
6811444238 SANTA CLARA CA 95050 Primary SFR 360 79.8 7.25 7/1/1999
6817275271 SIMI VALLEY CA 93065 Primary SFR 360 80.0 6.75 7/1/1999
6817855080 SAN DIEGO CA 92102 Primary SFR 360 63.1 7.25 7/1/1999
6819216091 FREMONT, CA 94536 Primary SFR 360 95.0 7.75 7/1/1999
6819448371 HONOLULU HI 96821 Primary SFR 360 73.4 6.75 7/1/1999
6821966519 SANTA PAULA CA 93060 Primary SFR 360 76.5 7.25 7/1/1999
6825708966 SIMI VALLEY CA 93063 Primary SFR 360 90.0 6.88 7/1/1999
6827527737 SAN RAFAEL CA 94903 Primary SFR 360 72.3 7.13 7/1/1999
6829506184 SAN FRANCIS CA 94131 Primary SFR 360 66.3 7.25 7/1/1999
6833605410 LA MESA CA 91941 Primary SFR 360 80.0 7.13 7/1/1999
6846006788 SNOHOMISH WA 98296 Primary SFR 360 80.0 7.00 7/1/1999
6848819915 SAN FRANCIS CA 94121 Primary SFR 360 80.0 7.25 8/1/1999
6851201589 MONTEREY CA 93940 Primary SFR 360 65.2 7.63 8/1/1999
6854624506 NEW CANAAN CT 6840 Primary SFR 360 23.1 7.50 7/1/1999
6862561179 ENCINITAS CA 92024 Primary PUD 360 62.9 6.75 7/1/1999
6862843403 SAN JOSE CA 95138 Primary PUD 360 70.9 6.88 7/1/1999
6868355519 VALENCIA CA 91354 Primary PUD 360 79.9 7.13 7/1/1999
6869195765 VALENCIA CA 91354 Primary PUD 360 80.0 7.00 7/1/1999
6871439813 BURBANK CA 91501 Primary SFR 360 58.3 7.00 7/1/1999
6874045120 SAN FRANCIS CA 94110 Primary 2-Family 360 80.0 7.13 7/1/1999
6878067344 SAN JOSE CA 95148 Primary SFR 360 70.0 7.00 7/1/1999
6878505285 SEATTLE WA 98112 Primary SFR 360 80.0 6.88 7/1/1999
6879150214 MONTEREY PA CA 91754 Primary SFR 360 80.0 6.88 7/1/1999
6881198391 PORTLAND OR 97221 Primary SFR 360 76.9 7.13 7/1/1999
6883857754 TUSTIN CA 92782 Primary PUD 360 80.0 7.00 7/1/1999
6887444914 NEWBERG OR 97132 Primary SFR 360 47.4 7.50 7/1/1999
6887893367 SALINAS CA 93908 Primary SFR 360 80.0 7.25 7/1/1999
6890215301 REDMOND WA 98053 Primary SFR 360 64.4 7.25 7/1/1999
6903398326 LIVERMORE CA 94550 Primary SFR 360 60.4 7.00 7/1/1999
6912806772 SCOTTSDALE AZ 85259 Primary PUD 360 80.0 7.25 7/1/1999
6918539666 FALLBROOK CA 92028 Primary SFR 360 90.0 7.25 7/1/1999
6922446122 SAN CLEMENT CA 92672 Primary PUD 360 63.0 7.25 7/1/1999
6927633112 LOS ANGELES CA 90272 Primary SFR 360 65.7 7.25 7/1/1999
6928069035 MERCER ISLA WA 98040 Primary SFR 360 80.0 6.88 7/1/1999
6932262188 SAN JOSE CA 95138 Primary PUD 360 80.0 7.00 7/1/1999
6933439892 SAN DIEGO CA 92109 Secondary Condo 360 90.0 7.25 7/1/1999
6935769239 MANHATTAN B CA 90266 Primary SFR 360 46.0 7.38 7/1/1999
6940780411 LOS ANGELES CA 90272 Primary SFR 360 50.0 7.00 7/1/1999
6953073282 REDWOOD CIT CA 94062 Primary SFR 360 74.4 7.25 7/1/1999
6953636617 SAN FRANCIS CA 94131 Primary SFR 360 80.0 7.25 7/1/1999
6954005317 PHOENIX AZ 85048 Primary PUD 360 90.0 7.13 7/1/1999
6954679475 THOUSAND OA CA 91320 Primary PUD 360 75.6 6.88 7/1/1999
6957241323 PALM DESERT CA 92260 Secondary PUD 360 46.2 7.25 7/1/1999
6958045194 WALNUT CA 91789 Primary SFR 360 69.1 7.25 7/1/1999
6959350114 FOLSOM CA 95630 Primary SFR 360 70.8 7.25 7/1/1999
6967454460 SAN MATEO CA 94402 Primary SFR 360 55.6 7.25 7/1/1999
6968969474 EL CAJON CA 92021 Primary SFR 360 68.2 7.25 7/1/1999
6972334665 LOS ANGELES CA 91367 Primary SFR 360 80.0 7.13 7/1/1999
6974816123 SAN CLEMENT CA 92673 Primary PUD 360 57.8 6.75 7/1/1999
6978791488 SAN JOSE CA 95125 Primary SFR 360 80.0 7.00 7/1/1999
6983600633 SANTA CRUZ CA 95062 Primary SFR 360 73.4 7.25 7/1/1999
6985426565 LOS ANGELES CA 90005 Primary SFR 360 80.0 7.38 7/1/1999
6986511381 ORANGE CA 92869 Primary SFR 360 80.0 7.25 7/1/1999
6993659512 ENCINITAS CA 92024 Primary SFR 360 53.5 7.13 7/1/1999
6994172242 SAN CARLOS CA 94070 Primary SFR 360 61.7 7.25 7/1/1999
6994756473 SUNNYVALE CA 94086 Primary SFR 360 62.1 7.25 7/1/1999
6994796404 CAMARILLO A CA 93012 Primary SFR 360 75.0 7.38 7/1/1999
</TABLE>
<TABLE>
EXHIBIT D-1
BAFSB MORTGAGE LOAN SCHEDULE
(CONTINUED)
<CAPTION>
LOAN# MATDT PANDI PTDATE ORIG BAL ACT BALANCE SCHED BALANCE PURP
- ----- ----- ----- ------ -------------------- ------------- ----
<S> <C> <C> <C> <C> <C> <C> <C>
5000048347 6/1/2029 $2,728.71 7/1/1999 $400,000 $400,000 399,687.96 PURCH
5000057611 6/1/2029 $658.32 7/1/1999 $94,150 $94,150 94,080.12 C/O REFI
5000082171 6/1/2029 $3,027.13 7/1/1999 $455,000 $455,000 454,627.04 PURCH
5000086974 6/1/2029 $1,964.67 7/1/1999 $288,000 $288,000 287,775.33 PURCH
5000096478 6/1/2029 $2,880.15 7/1/1999 $422,200 $422,200 421,870.64 PURCH
5000097575 7/1/2029 $1,933.90 7/1/1999 $280,000 $280,000 280,000.00 PURCH
5000098201 6/1/2029 $2,541.46 7/1/1999 $382,000 $382,000 381,686.87 PURCH
5000098383 6/1/2029 $2,333.39 7/1/1999 $342,050 $342,050 341,783.16 PURCH
5000117977 6/1/2029 $3,251.35 7/1/1999 $465,000 $465,000 464,654.90 C/O REFI
5000133685 6/1/2029 $3,130.51 7/1/1999 $458,900 $458,900 458,542.01 PURCH
5000176304 7/1/2029 $2,728.71 7/1/1999 $400,000 $400,000 400,000.00 PURCH
5000177666 6/1/2029 $3,859.67 7/1/1999 $552,000 $552,000 551,590.33 PURCH
5000178334 6/1/2029 $2,483.13 7/1/1999 $364,000 $364,000 363,716.04 PURCH
5000179282 6/1/2029 $4,356.61 7/1/1999 $646,650 $646,650 646,132.87 PURCH
5000179803 6/1/2029 $3,099.11 7/1/1999 $460,000 $460,000 459,632.14 PURCH
5000181635 6/1/2029 $2,227.31 7/1/1999 $326,500 $326,500 326,245.29 R/T REFI
5000183094 6/1/2029 $2,998.85 7/1/1999 $439,600 $439,600 439,257.07 PURCH
5000184050 6/1/2029 $1,720.42 7/1/1999 $246,050 $246,050 245,867.39 PURCH
5000184258 6/1/2029 $4,489.39 7/1/1999 $650,000 $650,000 649,505.40 PURCH
5000188879 6/1/2029 $2,355.32 7/1/1999 $349,600 $349,600 349,320.43 C/O REFI
5000232594 6/1/2029 $2,182.20 7/1/1999 $328,000 $328,000 327,731.13 PURCH
5000236710 6/1/2029 $1,602.37 7/1/1999 $232,000 $232,000 231,823.46 PURCH
5000239235 6/1/2029 $2,319.40 7/1/1999 $340,000 $340,000 340,000.00 C/O REFI
5000245018 6/1/2029 $1,650.62 7/1/1999 $245,000 $245,000 244,804.07 PURCH
5000266972 3/1/2029 $2,970.58 7/1/1999 $458,000 $456,810 456,409.32 R/T REFI
5000312800 7/1/2029 $3,321.27 7/1/1999 $475,000 $475,000 475,000.00 PURCH
5000331586 6/1/2029 $1,659.12 7/1/1999 $255,800 $255,800 255,579.76 R/T REFI
5000343888 6/1/2029 $2,462.87 7/1/1999 $400,000 $400,000 399,620.46 PURCH
5000402635 3/1/2029 $2,010.66 7/1/1999 $310,000 $309,195 308,923.32 R/T REFI
5000403104 6/1/2029 $3,489.87 7/1/1999 $518,000 $518,000 517,585.76 C/O REFI
5000408384 6/1/2029 $2,341.87 7/1/1999 $352,000 $352,000 351,711.46 R/T REFI
5000408426 6/1/2029 $1,816.08 7/1/1999 $280,000 $280,000 279,758.92 PURCH
5000428267 6/1/2029 $1,841.88 7/1/1999 $270,000 $270,000 269,789.37 PURCH
5000430131 6/1/2029 $2,295.30 7/1/1999 $345,000 $345,000 344,717.20 PURCH
5000435502 6/1/2029 $2,299.26 7/1/1999 $350,000 $349,706 349,705.96 PURCH
5000435585 5/1/2029 $1,978.01 7/1/1999 $301,100 $300,442 300,442.35 PURCH
5000435593 6/1/2029 $1,768.38 7/1/1999 $265,800 $265,800 265,582.12 PURCH
5000435791 6/1/2029 $2,077.74 7/1/1999 $312,300 $312,300 312,044.01 PURCH
5000435882 6/1/2029 $2,892.43 7/1/1999 $424,000 $424,000 423,669.24 PURCH
5000436112 6/1/2029 $2,660.57 7/1/1999 $405,000 $405,000 404,659.74 R/T REFI
5000436161 6/1/2029 $1,856.86 7/1/1999 $279,100 $279,100 278,871.22 PURCH
5000436427 6/1/2029 $3,931.94 7/1/1999 $591,000 $591,000 590,515.56 PURCH
5000436609 6/1/2029 $2,475.31 7/1/1999 $376,800 $376,800 376,483.44 PURCH
5000436716 5/1/2029 $2,424.71 7/1/1999 $359,900 $359,612 359,322.69 PURCH
5000437664 6/1/2029 $2,299.26 7/1/1999 $350,000 $350,000 349,705.95 PURCH
5000438613 6/1/2029 $2,120.53 7/1/1999 $314,750 $314,750 314,498.30 PURCH
5000439777 7/1/2029 $1,882.48 7/1/1999 $282,950 $282,950 282,950.00 PURCH
5000452895 6/1/2029 $2,025.73 7/1/1999 $296,950 $296,950 296,718.34 R/T REFI
5000455773 6/1/2029 $2,002.23 7/1/1999 $300,950 $300,950 300,703.31 PURCH
5000460351 6/1/2029 $2,594.68 7/1/1999 $390,000 $390,000 389,680.32 PURCH
5000471226 6/1/2029 $1,773.66 7/1/1999 $260,000 $260,000 259,797.17 PURCH
5000505387 6/1/2029 $2,827.54 7/1/1999 $425,000 $425,000 424,651.63 PURCH
5000505825 5/1/2029 $1,899.89 7/1/1999 $282,000 $282,000 281,774.49 R/T REFI
5000533900 6/1/2029 $3,148.63 7/1/1999 $467,350 $467,350 466,976.26 R/T REFI
5000534353 6/1/2029 $2,128.40 7/1/1999 $312,000 $312,000 311,756.60 PURCH
5000535277 6/1/2029 $2,072.03 7/1/1999 $300,000 $300,000 299,771.72 PURCH
5000535301 7/1/2029 $2,516.55 7/1/1999 $368,900 $368,900 368,900.00 PURCH
5000569284 6/1/2029 $3,069.80 7/1/1999 $450,000 $450,000 449,648.95 R/T REFI
5000580802 7/1/2029 $1,875.66 7/1/1999 $265,000 $265,000 265,000.00 PURCH
5000581107 6/1/2029 $2,256.96 7/1/1999 $335,000 $335,000 334,732.10 PURCH
5000582097 6/1/2029 $2,728.71 7/1/1999 $400,000 $400,000 399,687.96 PURCH
5000582295 6/1/2029 $1,922.12 7/1/1999 $285,300 $285,300 285,071.85 PURCH
5000582576 6/1/2029 $2,209.13 7/1/1999 $327,900 $327,900 327,637.78 R/T REFI
5000596337 6/1/2029 $2,015.87 7/1/1999 $303,000 $303,000 302,751.63 PURCH
5000598929 6/1/2029 $2,021.16 7/1/1999 $300,000 $300,000 299,760.09 PURCH
5000600634 6/1/2029 $2,012.43 7/1/1999 $295,000 $295,000 294,769.86 C/O REFI
5000601038 6/1/2029 $2,526.45 7/1/1999 $375,000 $375,000 374,700.11 PURCH
5000602283 6/1/2029 $3,613.11 7/1/1999 $550,000 $550,000 549,537.93 R/T REFI
5000616424 6/1/2029 $2,474.93 7/1/1999 $372,000 $372,000 371,695.07 R/T REFI
5000689579 6/1/2029 $2,254.37 7/1/1999 $326,400 $326,400 326,151.63 PURCH
5000689967 6/1/2029 $2,066.51 7/1/1999 $299,200 $299,200 298,972.32 R/T REFI
5000719590 6/1/2029 $2,469.48 7/1/1999 $362,000 $362,000 361,717.60 R/T REFI
5000730050 6/1/2029 $1,975.34 7/1/1999 $286,000 $286,000 285,782.37 R/T REFI
5000730811 6/1/2029 $2,084.12 7/1/1999 $301,750 $301,750 301,520.39 PURCH
5000730951 6/1/2029 $1,970.79 7/1/1999 $300,000 $300,000 299,747.96 PURCH
5000735067 6/1/2029 $2,127.75 7/1/1999 $297,000 $297,000 296,790.38 PURCH
5000746635 6/1/2029 $1,933.90 7/1/1999 $280,000 $280,000 279,786.93 PURCH
5000759000 6/1/2029 $4,379.18 7/1/1999 $650,000 $650,000 649,480.20 PURCH
5000802156 6/1/2029 $2,578.05 7/1/1999 $387,500 $387,500 387,182.37 PURCH
5000837624 6/1/2029 $1,981.83 7/1/1999 $280,000 $280,000 279,797.34 PURCH
5000838804 6/1/2029 $1,707.35 7/1/1999 $247,200 $247,200 247,011.90 PURCH
5000842806 6/1/2029 $1,953.79 7/1/1999 $290,000 $290,000 289,768.09 PURCH
5000846518 6/1/2029 $4,379.18 7/1/1999 $650,000 $650,000 649,480.20 PURCH
5000859024 6/1/2029 $2,029.48 7/1/1999 $297,500 $297,500 297,267.92 R/T REFI
5000945526 6/1/2029 $1,793.42 7/1/1999 $273,000 $273,000 272,770.64 PURCH
5000945609 6/1/2029 $2,534.97 7/1/1999 $371,600 $371,600 371,310.11 PURCH
5000945765 6/1/2029 $1,706.47 7/1/1999 $250,150 $250,150 249,954.85 PURCH
5000949197 6/1/2029 $1,947.05 7/1/1999 $289,000 $289,000 288,768.89 R/T REFI
6005918567 6/1/2029 $1,696.53 7/1/1999 $255,000 $255,000 254,790.97 C/O REFI
6006179599 6/1/2029 $2,331.03 7/1/1999 $337,500 $337,500 337,243.19 C/O REFI
6008624022 6/1/2029 $2,677.85 7/1/1999 $402,500 $402,500 402,170.07 PURCH
6008739424 6/1/2029 $2,974.58 7/1/1999 $452,800 $452,800 452,419.59 PURCH
6011127641 6/1/2029 $2,378.46 7/1/1999 $357,500 $357,500 357,206.96 PURCH
6011384705 6/1/2029 $2,209.52 7/1/1999 $316,000 $316,000 315,765.48 R/T REFI
6011781082 6/1/2029 $1,920.10 7/1/1999 $285,000 $285,000 284,772.09 PURCH
6013389603 6/1/2029 $2,748.78 7/1/1999 $408,000 $408,000 407,673.72 PURCH
6017707842 6/1/2029 $2,586.82 7/1/1999 $379,200 $379,200 378,904.18 PURCH
6018705209 6/1/2029 $2,210.57 7/1/1999 $336,500 $336,500 336,217.29 PURCH
6020006125 6/1/2029 $2,438.34 7/1/1999 $366,500 $366,500 366,199.58 PURCH
6026590981 6/1/2029 $2,300.42 7/1/1999 $329,000 $329,000 328,755.83 PURCH
6035895918 6/1/2029 $2,912.90 7/1/1999 $427,000 $427,000 426,666.89 R/T REFI
6036745054 6/1/2029 $2,108.09 7/1/1999 $320,900 $320,900 320,630.40 R/T REFI
6038572811 6/1/2029 $3,064.75 7/1/1999 $454,900 $454,900 454,536.22 PURCH
6040902782 6/1/2029 $1,787.31 7/1/1999 $262,000 $262,000 261,795.61 R/T REFI
6048391699 6/1/2029 $2,328.56 7/1/1999 $350,000 $350,000 349,713.11 PURCH
6048904459 6/1/2029 $2,237.54 7/1/1999 $328,000 $328,000 327,744.13 R/T REFI
6049620781 6/1/2029 $3,632.15 7/1/1999 $560,000 $560,000 559,517.85 PURCH
6051878269 6/1/2029 $2,155.68 7/1/1999 $316,000 $316,000 315,753.49 PURCH
6052497366 6/1/2029 $4,372.76 7/1/1999 $641,000 $641,000 640,499.95 R/T REFI
6057573104 6/1/2029 $2,236.75 7/1/1999 $332,000 $332,000 331,734.50 PURCH
6063184128 6/1/2029 $1,797.54 7/1/1999 $263,500 $263,500 263,294.44 R/T REFI
6065215029 6/1/2029 $1,995.37 7/1/1999 $292,500 $292,500 292,271.82 C/O REFI
6065321702 6/1/2029 $1,893.04 7/1/1999 $277,500 $277,500 277,283.52 C/O REFI
6069236294 6/1/2029 $2,401.27 7/1/1999 $352,000 $352,000 351,725.40 PURCH
6070034308 6/1/2029 $2,526.45 7/1/1999 $375,000 $375,000 374,700.11 R/T REFI
6072193888 6/1/2029 $2,470.06 7/1/1999 $376,000 $376,000 375,684.11 PURCH
6075172590 6/1/2029 $2,560.14 7/1/1999 $380,000 $380,000 379,696.11 PURCH
6086291397 6/1/2029 $3,699.09 7/1/1999 $556,000 $556,000 555,544.24 PURCH
6086394381 6/1/2029 $1,866.44 7/1/1999 $273,600 $273,600 273,386.56 PURCH
6099524974 6/1/2029 $3,991.82 7/1/1999 $600,000 $600,000 599,508.18 PURCH
6101596697 6/1/2029 $1,756.40 7/1/1999 $264,000 $264,000 263,783.60 R/T REFI
6104545709 6/1/2029 $2,919.72 7/1/1999 $428,000 $428,000 427,666.11 PURCH
6107604990 6/1/2029 $3,543.76 7/1/1999 $526,000 $526,000 525,579.37 PURCH
6112322448 6/1/2029 $2,727.57 7/1/1999 $415,200 $415,200 414,851.18 PURCH
6112623217 7/1/2029 $3,299.91 7/1/1999 $496,000 $496,000 496,000.00 PURCH
6114025734 6/1/2029 $3,751.97 7/1/1999 $550,000 $550,000 549,570.95 C/O REFI
6114940734 6/1/2029 $2,156.57 7/1/1999 $336,800 $336,800 336,502.85 PURCH
6115260504 6/1/2029 $2,367.16 7/1/1999 $347,000 $347,000 346,729.30 PURCH
6124578607 7/1/2029 $2,387.62 7/1/1999 $350,000 $350,000 350,000.00 C/O REFI
6124638161 6/1/2029 $2,517.36 7/1/1999 $383,200 $383,200 382,878.06 PURCH
6125156569 6/1/2029 $2,863.31 7/1/1999 $425,000 $425,000 424,660.13 C/O REFI
6129036924 6/1/2029 $1,888.27 7/1/1999 $276,800 $276,800 276,584.06 PURCH
6135425335 6/1/2029 $2,837.94 7/1/1999 $432,000 $432,000 431,637.06 PURCH
6136859656 6/1/2029 $1,749.13 7/1/1999 $250,155 $250,155 249,969.34 PURCH
6139763848 7/1/2029 $2,048.11 7/1/1999 $304,000 $304,000 304,000.00 PURCH
6147819160 7/1/2029 $1,896.12 7/1/1999 $285,000 $285,000 285,000.00 PURCH
6151209852 6/1/2029 $3,160.19 7/1/1999 $475,000 $475,000 474,610.64 R/T REFI
6152143373 6/1/2029 $3,085.94 7/1/1999 $446,800 $446,800 446,460.02 PURCH
6152509540 6/1/2029 $3,001.58 7/1/1999 $440,000 $440,000 439,656.75 PURCH
6153000663 6/1/2029 $1,730.56 7/1/1999 $247,500 $247,500 247,316.32 PURCH
6157613412 6/1/2029 $3,672.24 7/1/1999 $559,000 $559,000 558,530.36 PURCH
6158650108 6/1/2029 $2,450.35 7/1/1999 $373,000 $373,000 372,686.63 R/T REFI
6159373635 6/1/2029 $1,886.42 7/1/1999 $280,000 $280,000 279,776.08 C/O REFI
6161029761 6/1/2029 $3,936.32 7/1/1999 $599,200 $599,200 598,696.60 PURCH
6163321562 6/1/2029 $3,172.17 7/1/1999 $476,800 $476,800 476,409.16 PURCH
6164064039 7/1/2029 $1,771.37 7/1/1999 $266,250 $266,250 266,250.00 C/O REFI
6164469022 6/1/2029 $3,284.65 7/1/1999 $500,000 $500,000 499,579.93 PURCH
6165667525 6/1/2029 $1,730.56 7/1/1999 $247,500 $247,500 247,316.32 R/T REFI
6171385104 6/1/2029 $3,152.61 7/1/1999 $479,900 $479,900 479,496.82 PURCH
6173760254 6/1/2029 $2,794.28 7/1/1999 $420,000 $420,000 419,655.72 C/O REFI
6175951745 6/1/2029 $2,122.22 7/1/1999 $315,000 $315,000 314,748.09 R/T REFI
6178142706 6/1/2024 $1,761.04 7/1/1999 $252,000 $252,000 251,682.71 R/T REFI
6183603551 6/1/2029 $2,769.64 7/1/1999 $406,000 $406,000 405,683.28 PURCH
6191308177 7/1/2029 $2,114.75 7/1/1999 $310,000 $310,000 310,000.00 C/O REFI
6194796543 6/1/2029 $2,953.95 7/1/1999 $444,000 $444,000 443,636.05 PURCH
6196009580 6/1/2029 $2,472.55 7/1/1999 $367,000 $367,000 366,706.51 R/T REFI
6198139344 6/1/2029 $2,880.77 7/1/1999 $412,000 $412,000 411,694.23 PURCH
6200760699 7/1/2029 $2,733.93 7/1/1999 $391,000 $391,000 391,000.00 R/T REFI
6204267741 6/1/2029 $2,097.65 7/1/1999 $300,000 $300,000 299,777.35 C/O REFI
6205425371 6/1/2029 $3,011.35 7/1/1999 $436,000 $436,000 435,668.23 PURCH
6213340208 7/1/2029 $4,311.17 7/1/1999 $648,000 $648,000 648,000.00 PURCH
6214360189 6/1/2029 $2,299.26 7/1/1999 $350,000 $350,000 349,705.95 R/T REFI
6223026565 6/1/2029 $2,428.55 7/1/1999 $356,000 $356,000 355,722.28 PURCH
6231337749 6/1/2029 $1,783.02 7/1/1999 $268,000 $268,000 267,780.31 PURCH
6233885877 6/1/2029 $2,192.90 7/1/1999 $317,500 $317,500 317,258.40 R/T REFI
6237660151 6/1/2029 $3,409.18 7/1/1999 $493,600 $493,600 493,224.40 PURCH
6240649456 6/1/2029 $3,162.44 7/1/1999 $469,400 $469,400 469,024.62 PURCH
6243503361 6/1/2029 $3,130.92 7/1/1999 $470,600 $470,600 470,214.25 PURCH
6250091409 6/1/2029 $4,365.93 7/1/1999 $640,000 $640,000 639,500.74 R/T REFI
6258830881 6/1/2029 $1,722.50 7/1/1999 $252,500 $252,500 252,303.02 R/T REFI
6266750527 6/1/2029 $1,800.95 7/1/1999 $264,000 $264,000 263,794.05 PURCH
6271135110 6/1/2029 $2,614.03 7/1/1999 $388,000 $388,000 387,689.72 PURCH
6273680089 6/1/2029 $2,387.62 7/1/1999 $350,000 $350,000 349,726.96 R/T REFI
6276470124 6/1/2029 $1,807.77 7/1/1999 $265,000 $265,000 264,793.27 R/T REFI
6281216330 6/1/2029 $3,393.05 7/1/1999 $510,000 $510,000 509,581.95 PURCH
6285219215 6/1/2029 $2,135.02 7/1/1999 $325,000 $325,000 324,726.96 PURCH
6285248669 6/1/2029 $3,158.06 7/1/1999 $468,750 $468,750 468,375.14 C/O REFI
6290035374 6/1/2029 $1,987.37 7/1/1999 $291,327 $291,327 291,099.73 R/T REFI
6291530035 6/1/2029 $2,123.39 7/1/1999 $300,000 $300,000 299,782.86 C/O REFI
6295404468 6/1/2029 $2,141.10 7/1/1999 $310,000 $310,000 309,764.11 PURCH
6299818184 6/1/2029 $1,842.56 7/1/1999 $276,950 $276,950 276,722.98 PURCH
6302394306 7/1/2029 $1,770.87 7/1/1999 $262,850 $262,850 262,850.00 R/T REFI
6306918449 6/1/2029 $1,697.78 7/1/1999 $252,000 $252,000 251,798.47 PURCH
6307158292 6/1/2029 $2,072.03 7/1/1999 $300,000 $300,000 299,771.72 PURCH
6308499505 7/1/2029 $1,889.46 7/1/1999 $284,000 $284,000 284,000.00 R/T REFI
6311205089 6/1/2029 $1,755.73 7/1/1999 $251,100 $251,100 250,913.65 PURCH
6311956020 6/1/2029 $2,187.19 7/1/1999 $328,750 $328,750 328,480.52 PURCH
6313744101 6/1/2029 $2,157.03 7/1/1999 $328,350 $328,350 328,074.14 PURCH
6318572267 6/1/2029 $2,144.55 7/1/1999 $310,500 $310,500 310,263.73 PURCH
6321736727 6/1/2029 $1,995.91 7/1/1999 $300,000 $300,000 299,754.09 C/O REFI
6322795581 6/1/2029 $1,864.86 7/1/1999 $276,800 $276,800 276,578.64 PURCH
6324673562 6/1/2029 $2,806.41 7/1/1999 $396,500 $396,500 396,213.02 R/T REFI
6326956601 6/1/2029 $1,769.54 7/1/1999 $247,000 $247,000 247,000.00 PURCH
6335767601 6/1/2029 $2,095.27 7/1/1999 $311,000 $311,000 310,751.29 C/O REFI
6341211404 6/1/2029 $1,911.80 7/1/1999 $280,250 $280,250 280,031.38 PURCH
6344449720 6/1/2029 $1,899.89 7/1/1999 $282,000 $282,000 281,774.49 C/O REFI
6351802803 6/1/2029 $3,705.46 7/1/1999 $550,000 $550,000 549,560.17 C/O REFI
6357027637 6/1/2029 $3,007.17 7/1/1999 $452,000 $452,000 451,629.50 PURCH
6358902143 6/1/2029 $2,144.77 7/1/1999 $314,400 $314,400 314,154.73 PURCH
6359996250 6/1/2029 $1,863.03 7/1/1999 $273,100 $273,100 272,886.95 PURCH
6363921559 6/1/2029 $2,694.88 7/1/1999 $400,000 $400,000 399,680.12 PURCH
6367414643 6/1/2029 $1,790.72 7/1/1999 $262,500 $262,500 262,295.22 R/T REFI
6368291222 6/1/2029 $4,363.10 7/1/1999 $624,000 $624,000 623,536.90 PURCH
6369408627 6/1/2029 $1,796.32 7/1/1999 $270,000 $270,000 269,778.68 PURCH
6378587817 6/1/2029 $1,985.93 7/1/1999 $298,500 $298,500 298,255.32 C/O REFI
6378665480 6/1/2029 $2,107.95 7/1/1999 $325,000 $325,000 324,720.18 PURCH
6382743851 6/1/2029 $3,045.21 7/1/1999 $452,000 $452,000 451,638.54 PURCH
6383279376 6/1/2029 $4,045.31 7/1/1999 $593,000 $593,000 592,537.40 R/T REFI
6388950427 6/1/2029 $2,919.72 7/1/1999 $428,000 $428,000 427,666.11 PURCH
6399951455 6/1/2029 $1,862.85 7/1/1999 $280,000 $280,000 279,770.48 PURCH
6401475964 6/1/2029 $3,398.13 7/1/1999 $492,000 $492,000 491,625.62 C/O REFI
6404421817 6/1/2029 $1,763.06 7/1/1999 $265,000 $265,000 265,000.00 PURCH
6404962190 7/1/2029 $2,567.74 7/1/1999 $385,950 $385,950 385,950.00 PURCH
6408508346 6/1/2029 $2,344.55 7/1/1999 $348,000 $348,000 347,721.70 PURCH
6414334208 7/1/2029 $2,162.24 7/1/1999 $325,000 $325,000 325,000.00 R/T REFI
6417667216 6/1/2029 $3,751.97 7/1/1999 $550,000 $550,000 549,570.95 PURCH
6417686091 6/1/2029 $3,766.95 7/1/1999 $566,200 $566,200 565,735.88 PURCH
6420951615 6/1/2029 $1,967.40 7/1/1999 $288,400 $288,400 288,175.02 C/O REFI
6422115029 6/1/2029 $2,829.62 7/1/1999 $420,000 $420,000 419,664.13 PURCH
6424885959 6/1/2029 $2,554.10 7/1/1999 $383,900 $383,900 383,585.32 PURCH
6435924284 6/1/2029 $3,862.75 7/1/1999 $588,000 $588,000 593,251.75 PURCH
6440647805 6/1/2029 $1,729.79 7/1/1999 $260,000 $260,000 259,786.88 PURCH
6443819799 6/1/2029 $2,694.60 7/1/1999 $395,000 $395,000 394,691.86 R/T REFI
6446318955 6/1/2029 $1,796.32 7/1/1999 $270,000 $270,000 269,778.68 C/O REFI
64482502 10/1/2028 $2,122.22 7/1/1999 $315,000 $277,908 277,436.17 PURCH
6451290230 6/1/2029 $2,941.55 7/1/1999 $431,200 $431,200 430,863.62 PURCH
6455548443 6/1/2029 $2,046.53 7/1/1999 $300,000 $300,000 299,765.97 R/T REFI
6466060370 6/1/2029 $4,544.90 7/1/1999 $650,000 $650,000 649,517.60 R/T REFI
6466490080 6/1/2029 $2,251.19 7/1/1999 $330,000 $330,000 329,742.56 C/O REFI
6467612351 6/1/2029 $2,102.18 7/1/1999 $320,000 $320,000 319,731.15 PURCH
6468518854 6/1/2029 $1,954.37 7/1/1999 $297,500 $297,500 297,250.06 R/T REFI
6468995755 6/1/2029 $1,755.74 7/1/1999 $263,900 $263,900 263,683.68 PURCH
6471532637 6/1/2029 $3,560.97 7/1/1999 $522,000 $522,000 521,592.78 PURCH
6471755717 6/1/2029 $2,208.81 7/1/1999 $332,000 $332,000 331,727.86 PURCH
6484422925 6/1/2029 $2,325.53 7/1/1999 $354,000 $354,000 353,702.60 R/T REFI
6484545899 6/1/2029 $3,608.72 7/1/1999 $529,000 $529,000 528,587.32 R/T REFI
6488075943 6/1/2029 $2,492.76 7/1/1999 $370,000 $370,000 369,704.12 R/T REFI
6495920073 6/1/2029 $2,088.53 7/1/1999 $310,000 $310,000 309,752.10 C/O REFI
6497550092 6/1/2029 $2,158.47 7/1/1999 $308,699 $308,699 308,469.90 R/T REFI
6500434938 6/1/2029 $2,223.90 7/1/1999 $326,000 $326,000 325,745.68 R/T REFI
6500501199 6/1/2029 $2,461.77 7/1/1999 $365,400 $365,400 365,107.79 PURCH
6500777401 6/1/2029 $3,383.60 7/1/1999 $496,000 $496,000 495,613.07 PURCH
6501425737 6/1/2029 $2,048.11 7/1/1999 $304,000 $304,000 303,756.89 PURCH
6525388671 6/1/2029 $2,069.33 7/1/1999 $315,000 $315,000 314,735.36 PURCH
6531340203 6/1/2029 $3,485.90 7/1/1999 $537,450 $537,450 536,987.26 PURCH
6532063564 7/1/2029 $1,995.91 7/1/1999 $300,000 $300,000 300,000.00 PURCH
6532755953 6/1/2029 $2,910.47 7/1/1999 $432,000 $432,000 431,654.53 PURCH
6533265143 6/1/2029 $1,868.62 7/1/1999 $288,100 $288,100 287,851.94 PURCH
6537728005 6/1/2029 $2,995.60 7/1/1999 $456,000 $456,000 455,616.90 PURCH
65405269 6/1/2029 $1,830.83 7/1/1999 $275,187 $275,187 274,961.43 PURCH
6544228809 6/1/2029 $1,855.52 7/1/1999 $272,000 $272,000 271,787.81 PURCH
6551425868 6/1/2029 $2,661.19 7/1/1999 $395,000 $395,000 394,684.12 PURCH
6552470137 6/1/2029 $2,106.56 7/1/1999 $305,000 $305,000 304,767.92 R/T REFI
6554688629 6/1/2029 $2,627.72 7/1/1999 $400,000 $400,000 399,663.95 PURCH
6571481131 6/1/2029 $1,875.99 7/1/1999 $275,000 $275,000 274,785.47 R/T REFI
6572131396 6/1/2029 $2,208.81 7/1/1999 $332,000 $332,000 331,727.86 PURCH
6574911985 6/1/2029 $2,837.86 7/1/1999 $416,000 $416,000 415,675.47 PURCH
6576912957 6/1/2029 $2,844.68 7/1/1999 $417,000 $417,000 416,674.70 R/T REFI
6586476159 6/1/2029 $2,387.62 7/1/1999 $350,000 $350,000 349,726.96 PURCH
6589362513 6/1/2029 $2,575.22 7/1/1999 $377,500 $377,500 377,205.51 C/O REFI
6590799927 6/1/2029 $2,020.73 7/1/1999 $289,000 $289,000 288,785.52 R/T REFI
6592697251 6/1/2029 $1,943.56 7/1/1999 $284,905 $284,905 284,682.74 PURCH
6597901237 6/1/2029 $2,155.68 7/1/1999 $316,000 $316,000 315,753.49 PURCH
6606813340 6/1/2029 $1,955.03 7/1/1999 $297,600 $297,600 297,349.97 PURCH
6610421890 6/1/2029 $3,011.35 7/1/1999 $436,000 $436,000 435,668.23 R/T REFI
6614573498 6/1/2029 $2,824.83 7/1/1999 $404,000 $404,000 403,700.17 R/T REFI
6619427492 6/1/2029 $4,434.15 7/1/1999 $650,000 $650,000 649,492.93 PURCH
6620404811 6/1/2029 $1,697.78 7/1/1999 $252,000 $252,000 251,798.47 PURCH
6622325428 6/1/2029 $1,916.08 7/1/1999 $288,000 $288,000 287,763.92 PURCH
6624579253 6/1/2029 $2,674.14 7/1/1999 $392,000 $392,000 391,694.19 PURCH
6626140674 6/1/2029 $1,705.45 7/1/1999 $250,000 $250,000 249,804.97 PURCH
6626462854 6/1/2029 $2,865.15 7/1/1999 $420,000 $420,000 419,672.35 PURCH
66317550 6/1/2029 $1,814.28 7/1/1999 $272,700 $272,700 272,476.47 PURCH
6639472502 6/1/2029 $2,554.77 7/1/1999 $384,000 $384,000 383,685.23 PURCH
6644756584 7/1/2029 $1,795.76 7/1/1999 $260,000 $260,000 260,000.00 PURCH
6647908547 7/1/2029 $2,264.83 7/1/1999 $332,000 $332,000 332,000.00 PURCH
6649755300 6/1/2029 $3,153.01 7/1/1999 $468,000 $468,000 467,625.74 PURCH
6654510111 6/1/2029 $2,967.47 7/1/1999 $435,000 $435,000 434,660.66 R/T REFI
6660982072 6/1/2029 $3,268.99 7/1/1999 $479,200 $479,200 478,826.18 PURCH
6661649076 7/1/2029 $1,874.45 7/1/1999 $289,000 $289,000 289,000.00 R/T REFI
6666659245 6/1/2029 $2,122.22 7/1/1999 $315,000 $315,000 314,748.09 R/T REFI
6684283614 6/1/2029 $2,072.03 7/1/1999 $300,000 $300,000 299,771.72 C/O REFI
6688852984 6/1/2029 $3,069.80 7/1/1999 $450,000 $450,000 449,648.95 R/T REFI
6693091867 6/1/2029 $2,133.85 7/1/1999 $312,800 $312,800 312,555.98 PURCH
6693742154 6/1/2029 $1,732.81 7/1/1999 $257,200 $257,200 256,994.32 PURCH
6694334761 6/1/2029 $3,284.65 7/1/1999 $500,000 $500,000 499,579.93 PURCH
6695584786 6/1/2029 $3,683.76 7/1/1999 $540,000 $540,000 539,578.74 PURCH
6699035462 6/1/2029 $3,274.45 7/1/1999 $480,000 $480,000 479,625.55 PURCH
6703507266 6/1/2029 $3,058.20 7/1/1999 $448,300 $448,300 447,950.28 R/T REFI
6707654726 5/1/2029 $2,969.32 7/1/1999 $452,000 $452,000 451,620.26 R/T REFI
6709761081 6/1/2029 $1,979.95 7/1/1999 $297,600 $297,600 297,356.05 PURCH
6720931218 7/1/2029 $2,528.15 7/1/1999 $380,000 $380,000 380,000.00 PURCH
6724795940 6/1/2029 $3,711.04 7/1/1999 $544,000 $544,000 543,575.63 R/T REFI
6732021511 6/1/2029 $3,148.93 7/1/1999 $461,600 $461,600 461,239.90 PURCH
6734577619 6/1/2029 $2,120.90 7/1/1999 $322,850 $322,850 322,578.76 C/O REFI
6764967250 6/1/2029 $4,042.32 7/1/1999 $600,000 $600,000 599,520.18 C/O REFI
6765997025 6/1/2029 $2,219.14 7/1/1999 $321,300 $321,300 321,055.52 PURCH
6766195900 6/1/2029 $2,073.82 7/1/1999 $304,000 $304,000 303,762.85 R/T REFI
6772887615 6/1/2029 $3,566.00 7/1/1999 $510,000 $510,000 509,621.50 C/O REFI
6774572579 6/1/2029 $2,796.86 7/1/1999 $400,000 $400,000 399,703.14 PURCH
6777519080 7/1/2029 $4,434.15 7/1/1999 $650,000 $650,000 650,000.00 PURCH
6780082860 7/1/2029 $2,735.08 7/1/1999 $396,000 $396,000 396,000.00 PURCH
6783181016 6/1/2029 $2,355.18 7/1/1999 $354,000 $354,000 353,709.82 R/T REFI
6788721352 6/1/2029 $3,820.19 7/1/1999 $560,000 $560,000 559,563.14 PURCH
6789841167 6/1/2029 $1,855.52 7/1/1999 $272,000 $272,000 271,787.81 PURCH
6790640277 6/1/2029 $1,940.11 7/1/1999 $280,900 $280,900 280,686.25 R/T REFI
6790923749 6/1/2029 $2,472.46 7/1/1999 $381,200 $381,200 380,871.79 PURCH
6793711554 6/1/2029 $2,209.47 7/1/1999 $319,900 $319,900 319,656.58 PURCH
6793721850 6/1/2029 $3,540.50 7/1/1999 $519,000 $519,000 518,595.13 R/T REFI
6794142510 6/1/2029 $1,805.68 7/1/1999 $282,000 $282,000 281,751.20 PURCH
6795578704 6/1/2029 $2,538.24 7/1/1999 $376,750 $376,750 376,448.71 PURCH
6798114317 6/1/2029 $3,188.08 7/1/1999 $485,300 $485,300 484,892.28 PURCH
6799074528 6/1/2029 $2,238.82 7/1/1999 $340,800 $340,800 340,513.68 PURCH
6805068100 6/1/2024 $2,287.66 7/1/1999 $313,000 $313,000 312,635.99 R/T REFI
6805329155 6/1/2029 $2,139.62 7/1/1999 $321,600 $321,600 321,336.38 PURCH
6808625468 7/1/2029 $2,541.46 7/1/1999 $382,000 $382,000 382,000.00 PURCH
6811444238 6/1/2029 $2,367.16 7/1/1999 $347,000 $347,000 346,729.30 R/T REFI
6817275271 6/1/2029 $1,938.66 7/1/1999 $298,900 $298,900 298,642.65 PURCH
6817855080 6/1/2029 $1,746.38 7/1/1999 $256,000 $256,000 255,800.29 PURCH
6819216091 6/1/2029 $1,994.14 7/1/1999 $278,350 $278,350 278,153.54 PURCH
6819448371 6/1/2029 $3,761.87 7/1/1999 $580,000 $580,000 579,500.63 R/T REFI
6821966519 6/1/2029 $2,660.49 7/1/1999 $390,000 $390,000 389,695.76 R/T REFI
6825708966 6/1/2029 $1,803.27 7/1/1999 $274,500 $274,500 274,269.39 PURCH
6827527737 6/1/2029 $1,899.89 7/1/1999 $282,000 $282,000 281,774.49 R/T REFI
6829506184 6/1/2029 $2,715.07 7/1/1999 $398,000 $398,000 397,689.51 R/T REFI
6833605410 6/1/2029 $1,751.67 7/1/1999 $260,000 $260,000 259,792.08 R/T REFI
6846006788 6/1/2029 $2,048.47 7/1/1999 $307,900 $307,900 307,647.61 PURCH
6848819915 7/1/2029 $2,865.15 7/1/1999 $420,000 $420,000 420,000.00 PURCH
6851201589 7/1/2029 $2,654.23 7/1/1999 $375,000 $375,000 375,000.00 PURCH
6854624506 6/1/2029 $6,292.94 7/1/1999 $900,000 $900,000 899,332.06 PURCH
6862561179 6/1/2029 $2,691.69 7/1/1999 $415,000 $415,000 414,642.69 PURCH
6862843403 6/1/2029 $2,726.26 7/1/1999 $415,000 $415,000 414,651.34 R/T REFI
6868355519 6/1/2029 $1,819.38 7/1/1999 $270,050 $270,050 269,834.04 PURCH
6869195765 6/1/2029 $2,016.54 7/1/1999 $303,100 $303,100 302,851.54 PURCH
6871439813 6/1/2029 $2,328.56 7/1/1999 $350,000 $350,000 349,713.11 R/T REFI
6874045120 6/1/2029 $2,829.62 7/1/1999 $420,000 $420,000 419,664.13 PURCH
6878067344 6/1/2029 $1,979.28 7/1/1999 $297,500 $297,500 297,256.14 PURCH
6878505285 6/1/2029 $2,627.72 7/1/1999 $400,000 $400,000 399,663.95 PURCH
6879150214 6/1/2029 $2,031.23 7/1/1999 $309,200 $309,200 308,940.23 PURCH
6881198391 6/1/2029 $2,124.91 7/1/1999 $315,400 $315,400 315,147.78 R/T REFI
6883857754 6/1/2029 $2,408.07 7/1/1999 $361,950 $361,950 361,653.31 PURCH
6887444914 6/1/2029 $2,097.65 7/1/1999 $300,000 $300,000 299,777.35 C/O REFI
6887893367 6/1/2029 $1,893.73 7/1/1999 $277,600 $277,600 277,383.44 PURCH
6890215301 6/1/2029 $3,733.28 7/1/1999 $547,260 $547,260 546,833.08 R/T REFI
6903398326 6/1/2029 $2,328.56 7/1/1999 $350,000 $350,000 349,713.11 PURCH
6912806772 6/1/2029 $2,012.08 7/1/1999 $294,950 $294,950 294,719.91 PURCH
6918539666 6/1/2029 $2,302.35 7/1/1999 $337,500 $337,500 337,236.71 PURCH
6922446122 6/1/2029 $2,837.86 7/1/1999 $416,000 $416,000 415,675.47 R/T REFI
6927633112 6/1/2029 $4,434.15 7/1/1999 $650,000 $650,000 649,492.93 C/O REFI
6928069035 6/1/2029 $4,151.80 7/1/1999 $632,000 $632,000 631,469.03 PURCH
6932262188 6/1/2029 $2,978.56 7/1/1999 $447,700 $447,700 447,333.02 PURCH
6933439892 6/1/2029 $1,768.21 7/1/1999 $259,200 $259,200 258,997.79 PURCH
6935769239 6/1/2029 $1,716.33 7/1/1999 $248,500 $248,500 248,310.91 R/T REFI
6940780411 6/1/2029 $3,991.82 7/1/1999 $600,000 $600,000 599,508.18 C/O REFI
6953073282 6/1/2029 $4,058.95 7/1/1999 $595,000 $595,000 594,535.84 R/T REFI
6953636617 6/1/2029 $2,592.27 7/1/1999 $380,000 $380,000 379,703.56 PURCH
6954005317 6/1/2029 $1,879.68 7/1/1999 $279,000 $279,000 278,776.88 PURCH
6954679475 6/1/2029 $1,970.79 7/1/1999 $300,000 $300,000 299,747.96 PURCH
6957241323 6/1/2029 $4,093.06 7/1/1999 $600,000 $600,000 599,531.94 PURCH
6958045194 6/1/2029 $4,434.15 7/1/1999 $650,000 $650,000 649,492.93 R/T REFI
6959350114 6/1/2029 $2,319.40 7/1/1999 $340,000 $340,000 339,734.77 R/T REFI
6967454460 6/1/2029 $3,506.39 7/1/1999 $514,000 $514,000 513,599.03 R/T REFI
6968969474 6/1/2029 $2,036.30 7/1/1999 $298,500 $298,500 298,267.14 R/T REFI
6972334665 6/1/2029 $1,994.21 7/1/1999 $296,000 $296,000 295,763.29 PURCH
6974816123 6/1/2029 $1,794.35 7/1/1999 $276,650 $276,650 276,411.81 PURCH
6978791488 6/1/2029 $3,007.17 7/1/1999 $452,000 $452,000 451,629.50 PURCH
6983600633 6/1/2029 $1,978.32 7/1/1999 $290,000 $290,000 289,773.76 R/T REFI
6985426565 6/1/2029 $1,906.27 7/1/1999 $276,000 $276,000 275,789.98 R/T REFI
6986511381 6/1/2029 $4,174.92 7/1/1999 $612,000 $612,000 611,522.58 PURCH
6993659512 6/1/2029 $2,541.27 7/1/1999 $377,200 $377,200 376,898.36 R/T REFI
6994172242 6/1/2029 $2,208.21 7/1/1999 $323,700 $323,700 323,447.48 R/T REFI
6994756473 6/1/2029 $2,012.43 7/1/1999 $295,000 $295,000 294,769.86 R/T REFI
6994796404 6/1/2029 $3,159.84 7/1/1999 $457,500 $457,500 457,151.88 PURCH
Total Loans 373.00
Sched UPB 139,464,495.89
WAC 7.14
WAM 358.79
WOLTV 72.56
</TABLE>
LOAN# DOC APPRAISAL RTERM CLTV
- --------- --- --------- ----- ----
5000048347 FULL $765,000 359 52.2
5000057611 FULL $134,500 359 69.9
5000082171 RAPD $705,000 359 64.5
5000086974 FULL $360,000 359 79.9
5000096478 RAPD $528,000 359 79.9
5000097575 RAPD $350,000 360 80.0
5000098201 RAPD $625,000 359 62.6
5000098383 RAPD $380,500 359 89.8
5000117977 FULL $900,000 359 51.6
5000133685 RAPD $659,000 359 69.6
5000176304 RAPD $600,000 360 66.7
5000177666 RAPD $690,000 359 79.9
5000178334 FULL $455,000 359 79.9
5000179282 RAPD $865,000 359 74.9
5000179803 RAPD $660,000 359 69.6
5000181635 RAPD $520,000 359 62.7
5000183094 FULL $550,000 359 79.9
5000184050 FULL $259,000 359 94.9
5000184258 FULL $888,000 359 74.0
5000188879 FULL $437,000 359 79.9
5000232594 FULL $417,000 359 79.9
5000236710 FULL $290,000 359 79.9
5000239235 FULL $460,000 359 73.9
5000245018 RAPD $300,000 359 83.3
5000266972 FULL $870,000 356 52.5
5000312800 FULL $600,000 360 79.8
5000331586 FULL $325,000 359 78.6
5000343888 FULL $451,000 359 89.0
5000402635 FULL $515,000 356 60.0
5000403104 FULL $840,000 359 61.6
5000408384 FULL $500,000 359 70.3
5000408426 RAPD $350,000 359 79.9
5000428267 RAPD $300,000 359 89.9
5000430131 RAPD $458,000 359 75.3
5000435502 RAPD $400,500 359 87.3
5000435585 RAPD $402,000 358 74.8
5000435593 FULL $280,000 359 94.9
5000435791 RAPD $390,382 359 79.9
5000435882 RAPD $530,000 359 79.9
5000436112 RAPD $780,000 359 51.9
5000436161 RAPD $350,000 359 79.9
5000436427 RAPD $850,000 359 72.3
5000436609 RAPD $471,500 359 79.9
5000436716 RAPD $400,500 358 89.8
5000437664 RAPD $605,000 359 58.3
5000438613 RAPD $371,000 359 84.9
5000439777 FULL $338,000 360 83.7
5000452895 FULL $379,000 359 78.3
5000455773 FULL $334,390 359 89.9
5000460351 RAPD $540,000 359 72.2
5000471226 RAPD $400,000 359 65.8
5000505387 RAPD $710,000 359 59.8
5000505825 FULL $390,000 358 72.2
5000533900 FULL $600,000 359 77.8
5000534353 RAPD $400,000 359 79.9
5000535277 FULL $375,000 359 79.9
5000535301 FULL $410,000 360 90.0
5000569284 FULL $915,000 359 49.1
5000580802 RAPD $315,000 360 84.1
5000581107 RAPD $535,000 359 62.6
5000582097 RAPD $690,000 359 57.9
5000582295 FULL $356,670 359 79.9
5000582576 RAPD $455,000 359 72.0
5000596337 RAPD $385,000 359 78.6
5000598929 RAPD $640,000 359 46.8
5000600634 FULL $370,000 359 79.7
5000601038 FULL $660,000 359 56.8
5000602283 FULL $1,200,000 359 45.8
5000616424 FULL $485,000 359 76.6
5000689579 RAPD $408,000 359 79.9
5000689967 FULL $374,000 359 79.9
5000719590 RAPD $500,000 359 72.3
5000730050 RAPD $360,000 359 79.4
5000730811 FULL $381,000 359 79.9
5000730951 RAPD $380,000 359 78.9
5000735067 FULL $335,000 359 89.9
5000746635 FULL $350,000 359 79.9
5000759000 RAPD $865,000 359 75.4
5000802156 RAPD $738,000 359 52.5
5000837624 FULL $353,000 359 79.9
5000838804 RAPD $275,000 359 89.8
5000842806 RAPD $365,000 359 79.4
5000846518 RAPD $860,000 359 75.7
5000859024 RAPD $425,000 359 69.9
5000945526 RAPD $341,353 359 79.9
5000945609 RAPD $470,000 359 79.9
5000945765 RAPD $278,000 359 89.9
5000949197 FULL $420,000 359 68.8
6005918567 RAPD $400,000 359 63.7
6006179599 RAPD $450,000 359 74.9
6008624022 FULL $575,000 359 69.9
6008739424 FULL $566,000 359 79.9
6011127641 RAPD $448,000 359 79.8
6011384705 FULL $517,500 359 61.0
6011781082 RAPD $365,000 359 78.0
6013389603 RAPD $510,000 359 79.9
6017707842 FULL $505,500 359 79.9
6018705209 RAPD $428,500 359 79.1
6020006125 RAPD $458,150 359 79.9
6026590981 RAPD $480,000 359 68.6
6035895918 FULL $725,000 359 58.9
6036745054 RAPD $600,000 359 53.4
6038572811 RAPD $568,718 359 79.9
6040902782 RAPD $375,000 359 69.8
6048391699 RAPD $650,000 359 56.0
6048904459 RAPD $410,000 359 79.9
6049620781 FULL $700,000 359 79.9
6051878269 RAPD $395,000 359 79.9
6052497366 FULL $1,015,000 359 63.1
6057573104 FULL $415,000 359 79.9
6063184128 FULL $310,000 359 84.9
6065215029 FULL $390,000 359 74.9
6065321702 RAPD $370,000 359 74.9
6069236294 RAPD $500,000 359 79.2
6070034308 FULL $530,000 359 70.7
6072193888 RAPD $470,000 359 79.9
6075172590 RAPD $475,000 359 79.9
6086291397 RAPD $695,000 359 79.9
6086394381 RAPD $345,000 359 79.9
6099524974 RAPD $1,170,000 359 51.2
6101596697 FULL $330,000 359 79.9
6104545709 RAPD $535,000 359 79.9
6107604990 RAPD $658,000 359 79.9
6112322448 RAPD $521,000 359 79.9
6112623217 FULL $620,000 360 80.0
6114025734 RAPD $840,000 359 65.4
6114940734 RAPD $485,000 359 70.3
6115260504 RAPD $497,000 359 69.8
6124578607 FULL $600,000 360 58.3
6124638161 RAPD $479,000 359 79.9
6125156569 FULL $1,234,000 359 34.4
6129036924 RAPD $346,000 359 79.9
6135425335 RAPD $540,000 359 79.9
6136859656 RAPD $277,950 359 89.9
6139763848 RAPD $380,000 360 80.0
6147819160 RAPD $385,000 360 74.0
6151209852 RAPD $730,000 359 65.0
6152143373 FULL $558,500 359 79.9
6152509540 RAPD $550,000 359 79.9
6153000663 RAPD $300,000 359 89.9
6157613412 RAPD $699,000 359 79.9
6158650108 RAPD $630,000 359 59.2
6159373635 RAPD $425,000 359 65.8
6161029761 RAPD $749,000 359 79.9
6163321562 RAPD $596,000 359 79.9
6164064039 FULL $355,000 360 75.0
6164469022 RAPD $700,000 359 71.4
6165667525 FULL $275,000 359 89.9
6171385104 RAPD $610,000 359 79.9
6173760254 RAPD $615,000 359 68.2
6175951745 RAPD $400,000 359 78.7
6178142706 FULL $475,000 299 53.0
6183603551 RAPD $635,000 359 64.1
6191308177 RAPD $485,000 360 63.9
6194796543 RAPD $555,000 359 79.9
6196009580 RAPD $545,000 359 67.3
6198139344 FULL $515,000 359 79.9
6200760699 RAPD $510,000 360 76.7
6204267741 RAPD $455,000 359 65.9
6205425371 FULL $545,000 359 79.9
6213340208 RAPD $818,000 360 79.2
6214360189 RAPD $500,000 359 69.9
6223026565 RAPD $445,000 359 79.9
6231337749 FULL $335,000 359 79.9
6233885877 RAPD $500,000 359 63.5
6237660151 RAPD $617,000 359 79.9
6240649456 RAPD $587,000 359 79.9
6243503361 RAPD $588,500 359 79.9
6250091409 FULL $923,000 359 69.3
6258830881 RAPD $485,000 359 52.0
6266750527 RAPD $439,000 359 60.1
6271135110 RAPD $485,000 359 79.9
6273680089 FULL $450,000 359 77.7
6276470124 RAPD $450,000 359 58.8
6281216330 FULL $800,000 359 63.7
6285219215 RAPD $525,000 359 61.9
6285248669 FULL $625,000 359 74.9
6290035374 FULL $405,000 359 71.9
6291530035 RAPD $400,000 359 74.9
6295404468 RAPD $460,000 359 68.5
6299818184 RAPD $346,200 359 79.9
6302394306 RAPD $422,000 360 62.3
6306918449 FULL $315,000 359 79.9
6307158292 FULL $475,000 359 63.1
6308499505 RAPD $355,000 360 80.0
6311205089 RAPD $279,000 359 89.9
6311956020 RAPD $420,000 359 78.2
6313744101 FULL $410,466 359 79.9
6318572267 RAPD $345,000 359 89.9
6321736727 FULL $1,995,000 359 15.0
6322795581 FULL $292,000 359 94.9
6324673562 FULL $610,000 359 65.0
6326956601 FULL $260,000 359 95.0
6335767601 FULL $425,000 359 73.1
6341211404 RAPD $320,000 359 94.9
6344449720 RAPD $416,000 359 67.7
6351802803 FULL $820,000 359 67.0
6357027637 RAPD $565,000 359 79.9
6358902143 RAPD $400,000 359 79.9
6359996250 FULL $290,000 359 94.9
6363921559 RAPD $799,000 359 51.4
6367414643 RAPD $365,000 359 71.9
6368291222 RAPD $780,000 359 79.9
6369408627 RAPD $1,050,000 359 31.7
6378587817 RAPD $398,000 359 74.9
6378665480 RAPD $470,000 359 69.7
6382743851 FULL $600,000 359 79.9
6383279376 RAPD $805,000 359 73.6
6388950427 FULL $535,000 359 79.9
6399951455 RAPD $500,000 359 56.0
6401475964 FULL $1,000,000 359 49.2
6404421817 RAPD $298,000 359 88.9
6404962190 RAPD $485,000 360 79.6
6408508346 RAPD $435,000 359 79.9
6414334208 FULL $450,000 360 72.2
6417667216 RAPD $1,150,000 359 47.8
6417686091 FULL $711,000 359 79.8
6420951615 RAPD $400,000 359 72.0
6422115029 RAPD $685,000 359 61.3
6424885959 FULL $480,000 359 79.9
6435924284 RAPD $735,000 359 80.7
6440647805 RAPD $360,000 359 72.2
6443819799 FULL $660,000 359 59.8
6446318955 RAPD $555,000 359 48.6
64482502 RAPD $350,000 351 79.3
6451290230 RAPD $539,000 359 79.9
6455548443 FULL $870,000 359 34.5
6466060370 FULL $1,000,000 359 65.0
6466490080 RAPD $442,000 359 74.6
6467612351 FULL $400,000 359 79.9
6468518854 RAPD $450,000 359 66.1
6468995755 FULL $330,000 359 79.9
6471532637 RAPD $950,000 359 56.6
6471755717 RAPD $415,000 359 79.9
6484422925 FULL $830,000 359 42.6
6484545899 FULL $700,000 359 75.5
6488075943 RAPD $480,000 359 77.0
6495920073 RAPD $510,000 359 60.7
6497550092 FULL $420,000 359 73.4
6500434938 RAPD $650,000 359 50.1
6500501199 FULL $425,000 359 89.9
6500777401 RAPD $620,000 359 79.9
6501425737 RAPD $380,000 359 79.9
6525388671 RAPD $426,500 359 73.8
6531340203 FULL $672,000 359 79.9
6532063564 RAPD $451,000 360 66.5
6532755953 RAPD $540,000 359 79.9
6533265143 FULL $361,000 359 79.9
6537728005 RAPD $570,000 359 79.9
65405269 RAPD $366,000 359 75.3
6544228809 FULL $340,000 359 79.9
6551425868 RAPD $495,000 359 79.7
6552470137 RAPD $500,000 359 61.0
6554688629 RAPD $730,000 359 54.7
6571481131 RAPD $410,000 359 67.0
6572131396 RAPD $415,500 359 79.8
6574911985 RAPD $520,000 359 79.9
6576912957 RAPD $700,000 359 59.5
6586476159 RAPD $451,000 359 77.6
6589362513 FULL $520,000 359 72.5
6590799927 FULL $420,000 359 68.8
6592697251 FULL $300,000 359 94.9
6597901237 RAPD $395,000 359 79.9
6606813340 RAPD $372,000 359 79.9
6610421890 RAPD $685,000 359 63.6
6614573498 RAPD $505,000 359 79.9
6619427492 FULL $1,010,000 359 64.9
6620404811 RAPD $280,000 359 89.9
6622325428 RAPD $365,000 359 79.9
6624579253 FULL $490,000 359 79.9
6626140674 FULL $330,000 359 75.7
6626462854 FULL $896,000 359 46.8
66317550 RAPD $358,000 359 77.0
6639472502 FULL $480,000 359 79.9
6644756584 FULL $325,000 360 80.0
6647908547 RAPD $415,000 360 80.0
6649755300 RAPD $585,000 359 79.9
6654510111 FULL $715,000 359 60.8
6660982072 RAPD $599,000 359 79.9
6661649076 FULL $395,000 360 73.2
6666659245 FULL $620,000 359 50.8
6684283614 RAPD $410,000 359 73.1
6688852984 RAPD $1,150,000 359 39.1
6693091867 RAPD $400,000 359 79.9
6693742154 RAPD $322,000 359 79.9
6694334761 FULL $1,005,000 359 49.7
6695584786 RAPD $720,000 359 74.9
6699035462 RAPD $600,000 359 79.9
6703507266 FULL $790,000 359 56.7
6707654726 FULL $615,000 358 73.4
6709761081 RAPD $372,000 359 79.9
6720931218 RAPD $475,000 360 80.0
6724795940 RAPD $680,000 359 79.9
6732021511 FULL $577,000 359 79.9
6734577619 RAPD $430,500 359 74.9
6764967250 RAPD $860,000 359 69.7
6765997025 RAPD $357,000 359 89.9
6766195900 FULL $450,000 359 67.5
6772887615 RAPD $800,000 359 63.7
6774572579 FULL $575,000 359 69.5
6777519080 FULL $840,000 360 77.4
6780082860 RAPD $495,000 360 80.0
6783181016 FULL $560,000 359 63.2
6788721352 FULL $720,000 359 79.9
6789841167 RAPD $340,000 359 79.9
6790640277 FULL $375,000 359 74.8
6790923749 RAPD $477,000 359 79.9
6793711554 FULL $420,000 359 79.9
6793721850 RAPD $657,000 359 78.9
6794142510 RAPD $385,000 359 73.2
6795578704 RAPD $471,000 359 79.9
6798114317 FULL $610,000 359 79.9
6799074528 RAPD $426,000 359 79.9
6805068100 FULL $450,000 299 69.5
6805329155 RAPD $402,000 359 79.9
6808625468 RAPD $450,000 360 84.9
6811444238 RAPD $435,000 359 79.7
6817275271 RAPD $374,000 359 79.9
6817855080 RAPD $406,000 359 63.0
6819216091 FULL $293,000 359 94.9
6819448371 RAPD $790,000 359 73.4
6821966519 FULL $510,000 359 76.4
6825708966 FULL $305,000 359 89.9
6827527737 RAPD $390,000 359 72.2
6829506184 RAPD $600,000 359 66.3
6833605410 RAPD $325,000 359 79.9
6846006788 FULL $385,000 359 79.9
6848819915 RAPD $525,000 360 80.0
6851201589 RAPD $575,000 360 65.2
6854624506 FULL $3,900,000 359 23.1
6862561179 RAPD $660,000 359 62.8
6862843403 RAPD $585,000 359 70.9
6868355519 FULL $338,000 359 79.8
6869195765 RAPD $379,000 359 79.9
6871439813 FULL $600,000 359 58.3
6874045120 FULL $525,000 359 79.9
6878067344 FULL $425,000 359 69.9
6878505285 RAPD $507,000 359 79.9
6879150214 RAPD $390,000 359 79.9
6881198391 RAPD $410,000 359 76.9
6883857754 FULL $455,000 359 79.9
6887444914 RAPD $633,000 359 47.4
6887893367 RAPD $360,000 359 79.9
6890215301 FULL $850,000 359 64.3
6903398326 RAPD $620,000 359 60.3
6912806772 RAPD $370,000 359 79.9
6918539666 RAPD $375,000 359 89.9
6922446122 RAPD $660,000 359 63.0
6927633112 FULL $990,000 359 65.6
6928069035 RAPD $790,000 359 79.9
6932262188 FULL $580,000 359 79.9
6933439892 RAPD $295,000 359 89.9
6935769239 RAPD $540,000 359 46.0
6940780411 RAPD $1,200,000 359 50.0
6953073282 FULL $800,000 359 74.3
6953636617 RAPD $475,000 359 79.9
6954005317 RAPD $312,000 359 89.9
6954679475 RAPD $396,900 359 75.5
6957241323 RAPD $1,300,000 359 46.1
6958045194 FULL $940,000 359 69.1
6959350114 RAPD $480,000 359 70.8
6967454460 FULL $925,000 359 55.5
6968969474 RAPD $438,000 359 68.1
6972334665 FULL $375,000 359 79.9
6974816123 RAPD $479,000 359 57.7
6978791488 RAPD $571,000 359 79.9
6983600633 RAPD $395,000 359 73.4
6985426565 RAPD $345,000 359 79.9
6986511381 RAPD $765,000 359 79.9
6993659512 RAPD $705,000 359 53.5
6994172242 RAPD $525,000 359 61.6
6994756473 RAPD $475,000 359 62.1
6994796404 RAPD $613,000 359 74.9
<PAGE>
EXHIBIT D-1 (CONTINUED)
<TABLE>
LOAN# CITY ST ZIP OCC PROP TERM OLTV INT RATE FPAYDT MATDT
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
5000009711 WESTPORT CT 6880 Primary SFR 360 80.0 7.125 7/1/1999 6/1/2029
5000009927 BROOKLYN NY 11230 Primary SFR 360 71.3 7.125 8/1/1999 7/1/2029
5000013820 NEW HYDE PA NY 11040 Primary SFR 360 72.4 7.625 7/1/1999 6/1/2029
5000020700 WALTHAM MA 2451 Primary SFR 360 80.0 7.625 7/1/1999 6/1/2029
5000021880 QUINCY MA 2169 Primary SFR 360 79.3 6.625 7/1/1999 6/1/2029
5000023647 NEEDHAM MA 2494 Primary SFR 360 66.0 7.125 7/1/1999 6/1/2029
5000042324 WEST CHESTE PA 19380 Primary PUD 360 80.0 7.375 7/1/1999 6/1/2029
5000073121 MARBLEHEAD MA 1945 Primary SFR 360 80.0 7.25 7/1/1999 6/1/2029
5000204130 SOUTH RIDIN VA 20152 Primary PUD 360 78.5 7.125 7/1/1999 6/1/2029
5000212901 REDWOOD CIT CA 94062 Primary SFR 360 80.0 7.25 7/1/1999 6/1/2029
5000215680 GRANITE BAY CA 95746 Primary SFR 360 52.1 6.5 7/1/1999 6/1/2029
5000216217 HUNTINGTON CA 92648 Primary SFR 360 90.0 6.75 7/1/1999 6/1/2029
5000218015 SAN FRANCIS CA 94118 Primary SFR 360 67.4 6.75 7/1/1999 6/1/2029
5000222876 MALIBU CA 90265 Investor 2-Family 360 11.4 7.5 8/1/1999 7/1/2029
5000289487 TOWSON MD 21204 Primary SFR 360 87.8 7.125 7/1/1999 6/1/2029
5000289966 SAN FRANCIS CA 94115 Primary Condo 360 80.0 7.125 7/1/1999 6/1/2029
5000357060 MARBLEHEAD MA 1945 Primary SFR 360 85.0 7 7/1/1999 6/1/2029
5000359819 STOUGHTON MA 2072 Primary SFR 360 80.0 7.125 7/1/1999 6/1/2029
5000361898 CHARLESTOWN MA 2129 Primary SFR 360 79.1 6.875 7/1/1999 6/1/2029
5000367242 RIDGEFIELD CT 6877 Primary SFR 360 80.0 7.125 7/1/1999 6/1/2029
5000374040 GREAT NECK NY 11020 Primary SFR 360 80.0 7.125 8/1/1999 7/1/2029
5000374677 STATEN ISLA NY 10308 Primary SFR 360 93.1 7.5 7/1/1999 6/1/2029
5000375021 PEQUANNOCK NJ 7444 Primary SFR 360 80.0 7.375 7/1/1999 6/1/2029
5000375609 OLD TAPPAN NJ 7675 Primary Condo 360 77.8 7.125 7/1/1999 6/1/2029
5000499748 CHICAGO IL 60647 Primary SFR 360 60.2 7.125 7/1/1999 6/1/2029
5000540202 NORWALK CT 6853 Primary SFR 360 80.0 7.375 7/1/1999 6/1/2029
5000540418 LAWRENCE NY 11559 Primary SFR 360 55.3 7.25 7/1/1999 6/1/2029
5000540749 LAUREL HOLL NY 11791 Primary SFR 360 80.0 7.375 7/1/1999 6/1/2029
5000548700 LOUISVILLE KY 40223 Primary SFR 360 80.0 7.25 7/1/1999 6/1/2029
5000553890 MARBLEHEAD MA 1945 Primary SFR 360 80.0 7.25 7/1/1999 6/1/2029
5000560374 CHATFIELD MN 55923 Primary SFR 360 80.0 7 7/1/1999 6/1/2029
5000577006 LEE'S SUMMI MO 64063 Primary PUD 360 90.0 7.25 7/1/1999 6/1/2029
5000685874 SUFFERN NY 10901 Primary SFR 360 80.0 7.375 7/1/1999 6/1/2029
5000686153 JERICHO NY 11753 Primary PUD 360 80.0 7.25 7/1/1999 6/1/2029
5000723147 PARSIPPANY/ NJ 7950 Primary SFR 360 79.5 7.625 7/1/1999 6/1/2029
5000733583 OAKLAND CA 94619 Primary SFR 360 80.0 6.625 7/1/1999 6/1/2029
5000734706 CHARLOTTE NC 28277 Primary PUD 360 66.7 6.5 7/1/1999 6/1/2029
5000737600 MINNETONKA MN 55305 Primary SFR 360 90.0 7.125 7/1/1999 6/1/2029
5000749605 REDWOOD CIT CA 94062 Primary SFR 360 52.0 7.375 7/1/1999 6/1/2029
5000749738 SANDY UT 84092 Primary SFR 360 63.3 7 7/1/1999 6/1/2029
5000750819 VACAVILLE CA 95687 Primary SFR 360 90.0 7.625 7/1/1999 6/1/2029
5000980390 SCARSDALE NY 10583 Primary SFR 360 90.0 7.25 8/1/1999 7/1/2029
6029943567 FAIRFIELD CT 6430 Primary Condo 360 80.0 7.125 7/1/1999 6/1/2029
6061245392 WILLIAMSBUR MI 49690 Secondary SFR 360 75.0 7.25 7/1/1999 6/1/2029
6065697572 MARCO ISLAN FL 34145 Secondary SFR 360 80.0 7 7/1/1999 6/1/2029
6072042747 SOUTH ORANG NJ 7079 Primary SFR 360 78.4 6.875 7/1/1999 6/1/2029
6078935779 PHOENIX MD 21131 Primary SFR 360 67.6 7.125 7/1/1999 6/1/2029
6081567643 NORTHPORT NY 11768 Primary SFR 360 80.0 7.375 7/1/1999 6/1/2029
6112798993 LEXINGTON MA 2420 Primary SFR 360 80.0 7 7/1/1999 6/1/2029
6122202705 WACONIA MN 55387 Primary SFR 360 75.0 7 7/1/1999 6/1/2029
6123554930 WOODBURY CT 6798 Primary SFR 360 80.0 7.5 8/1/1999 7/1/2029
6141625209 CUMRU PA 19607 Primary SFR 360 80.0 6.75 7/1/1999 6/1/2029
6142613626 ESSEX MA 1929 Primary SFR 360 80.0 7.375 7/1/1999 6/1/2029
6147385675 SHREWSBURY VT 5738 Secondary SFR 360 77.7 7 7/1/1999 6/1/2029
6147992892 CROTON-ON-H NY 10520 Primary SFR 360 80.0 7.5 8/1/1999 7/1/2029
6155407627 COLLEYVILLE TX 76034 Primary SFR 360 80.0 7 7/1/1999 6/1/2029
6168048673 NEWTOWN CT 6482 Primary SFR 360 70.0 7.125 7/1/1999 6/1/2029
6169247894 CHICAGO IL 60657 Primary 2-Family 360 80.0 7.25 7/1/1999 6/1/2029
6171755561 EDEN PRAIRI MN 55347 Primary SFR 360 72.9 7.125 7/1/1999 6/1/2029
6193384127 GLOUCESTER MA 1930 Secondary SFR 360 74.8 7.125 7/1/1999 6/1/2029
6213661389 LOWER MERIO PA 19010 Primary SFR 360 67.6 7.125 7/1/1999 6/1/2029
6239088021 NEW YORK NY 10023 Primary Condo 360 80.0 7.375 7/1/1999 6/1/2029
6240687217 CHARLOTTE NC 28270 Primary PUD 360 78.1 6.375 7/1/1999 6/1/2029
6242388459 BURTONSVILL MD 20866 Primary SFR 360 68.4 6.875 7/1/1999 6/1/2029
6242754064 CHICAGO IL 60618 Primary 2-Family 360 64.7 7.25 7/1/1999 6/1/2029
6249789600 WINCHESTER VA 22602 Primary SFR 360 71.4 7.25 7/1/1999 6/1/2029
6251306806 FRAMINGHAM MA 1701 Primary PUD 360 75.8 6.875 7/1/1999 6/1/2029
6253668302 WEST ORANGE NJ 7052 Primary PUD 360 75.8 7.375 7/1/1999 6/1/2029
6273661733 VALHALLA NY 10595 Primary SFR 360 90.0 8 8/1/1999 7/1/2029
6288016105 SAUGUS MA 1906 Primary SFR 360 95.0 7.5 7/1/1999 6/1/2029
6297195981 CONCORD MA 1742 Primary SFR 360 63.1 7.125 7/1/1999 6/1/2029
6303712290 WALNUT CREE CA 94595 Primary PUD 360 89.9 7.125 7/1/1999 6/1/2029
6322757441 WILEMETTE IL 60091 Primary SFR 360 76.5 6.875 8/1/1999 7/1/2029
6337044546 LEXINGTON MA 2421 Primary SFR 360 64.0 7.25 7/1/1999 6/1/2029
6351140931 CAMBRIDGE MA 2139 Primary SFR 360 80.0 7.125 7/1/1999 6/1/2029
6359182653 NEWTON MA 2468 Primary SFR 360 79.7 7.25 7/1/1999 6/1/2029
63610817 HANOVER NJ 7936 Primary SFR 360 79.4 7.25 7/1/1999 6/1/2029
6364069275 WEST HOLLYW CA 90069 Primary SFR 360 79.0 7.125 7/1/1999 6/1/2029
6401375495 DARIEN CT 6820 Primary SFR 360 62.3 7.125 7/1/1999 6/1/2029
6411681767 BARTLETT IL 60103 Primary SFR 360 61.9 7.125 7/1/1999 6/1/2029
6411831115 MEQUON WI 53092 Primary SFR 360 70.0 7.25 8/1/1999 7/1/2029
6430552718 BELMONT MA 2178 Primary 2-Family 360 74.7 7.25 7/1/1999 6/1/2029
6455046497 SAN JOSE CA 95128 Primary SFR 360 95.0 7.125 7/1/1999 6/1/2029
6455666476 SANFORD FL 32771 Primary PUD 360 79.9 7 8/1/1999 7/1/2029
6462663219 CODY WY 82414 Primary SFR 360 80.0 7.25 7/1/1999 6/1/2029
6467361082 CHAMPAIGN IL 61821 Primary SFR 360 80.0 7.25 7/1/1999 6/1/2029
6469109992 NEWTON MA 2467 Primary SFR 360 59.1 7.25 7/1/1999 6/1/2029
6477168980 DOVER MA 2030 Primary SFR 360 73.5 7.375 7/1/1999 6/1/2029
6488485316 LEBANON TOW NJ 8833 Primary SFR 360 90.0 7.125 7/1/1999 6/1/2029
6493616509 POINT PLEAS NJ 8742 Primary SFR 360 89.3 7.5 7/1/1999 6/1/2029
6494290775 BEVERLY MA 1915 Primary SFR 360 79.5 7.25 7/1/1999 6/1/2029
6502525063 BARRINGTON IL 60010 Primary SFR 360 76.9 7.125 7/1/1999 6/1/2029
6508332506 TRUMBULL CT 6611 Primary SFR 360 76.8 7 7/1/1999 6/1/2029
6508872253 ANNAPOLIS MD 21401 Primary PUD 360 80.0 6.875 7/1/1999 6/1/2029
6510960393 WEST BLOOMF MI 48322 Primary Condo 360 72.1 7.125 7/1/1999 6/1/2029
6512017630 BRENTWOOD MO 63144 Primary SFR 360 79.9 7.125 7/1/1999 6/1/2029
6519672361 MORRISTOWN NJ 7960 Primary SFR 360 65.5 7.25 7/1/1999 6/1/2029
65239423 CAMBRIDGE MA 2139 Primary Condo 360 85.0 7.25 7/1/1999 6/1/2029
6527575812 FAIRFIELD CT 6430 Primary Condo 360 54.4 7.25 7/1/1999 6/1/2029
6535455833 DARIEN CT 6820 Primary SFR 360 80.0 7.125 7/1/1999 6/1/2029
6542279671 DOYLESTOWN PA 18901 Primary SFR 360 66.7 7.125 7/1/1999 6/1/2029
65452496 WEST ORANGE NJ 7052 Primary Condo 360 88.8 7.375 7/1/1999 6/1/2029
6546064830 FAIRFIELD CA 94533 Primary PUD 360 95.0 6.875 7/1/1999 6/1/2029
6548998662 ELLICOTT CI MD 21042 Primary SFR 360 77.2 7 7/1/1999 6/1/2029
6551551945 NORWALK CT 6851 Primary SFR 360 80.0 7.25 8/1/1999 7/1/2029
65705157 ROCHESTER H MI 48306 Primary SFR 360 80.0 6.5 7/1/1999 6/1/2029
65749979 SOUTH SAN F CA 94080 Primary SFR 360 77.0 6.75 7/1/1999 6/1/2029
65797051 WHITE PLAIN NY 10605 Primary SFR 360 80.0 7.25 8/1/1999 7/1/2029
6582762867 MARCO ISLAN FL 34145 Secondary SFR 360 80.0 7.25 7/1/1999 6/1/2029
6589983490 ACTON MA 1720 Primary SFR 360 80.0 7.25 7/1/1999 6/1/2029
6590420532 WINFIELD WV 25012 Primary SFR 360 75.0 7.25 7/1/1999 6/1/2029
6595412377 HANOVER PA 17331 Primary SFR 360 79.5 7.375 7/1/1999 6/1/2029
6599376560 EAST NORWIC NY 11732 Primary SFR 360 71.8 7.625 7/1/1999 6/1/2029
6609271686 RIVERSIDE CA 92506 Primary SFR 360 39.4 7.125 7/1/1999 6/1/2029
6612503521 ELLICOTT CI MD 21042 Primary SFR 360 66.9 7.25 7/1/1999 6/1/2029
66163676 AUDUBON PA 19403 Primary PUD 360 90.0 6.5 7/1/1999 6/1/2029
66176735 EVERGREEN CO 80439 Primary SFR 360 80.0 6.5 8/1/1999 7/1/2029
6620185352 NEWTONVILLE MA 2405 Primary SFR 360 64.4 7.25 7/1/1999 6/1/2029
6628880137 NEWMANSTOWN PA 17073 Primary SFR 360 86.6 7.25 7/1/1999 6/1/2029
6634700543 HIGH RIDGE MO 63049 Primary SFR 360 80.0 7.25 7/1/1999 6/1/2029
6640066202 CHINO HILLS CA 91709 Primary SFR 360 64.8 7.25 7/1/1999 6/1/2029
6643728691 SIASCONSET MA 2554 Secondary SFR 360 48.6 6.875 7/1/1999 6/1/2029
6663075049 CINCINNATI OH 45208 Primary SFR 360 80.0 7.25 7/1/1999 6/1/2029
6671864756 HOBOKEN NJ 7030 Primary SFR 360 80.0 7.375 8/1/1999 7/1/2029
6672374573 BOSTON MA 2118 Primary SFR 360 70.8 7.125 7/1/1999 6/1/2029
6672538037 LEMONT IL 60439 Primary PUD 360 66.1 7.25 7/1/1999 6/1/2029
6677751312 DOBBS FERRY NY 10522 Primary SFR 360 80.0 7.25 7/1/1999 6/1/2029
66950791 DANVILLE CA 94506 Primary PUD 360 52.6 7.25 8/1/1999 7/1/2029
6713864509 NORWALK CT 6850 Primary SFR 360 87.9 7.625 7/1/1999 6/1/2029
6723239213 AVON CT 6001 Primary SFR 360 90.0 7.25 7/1/1999 6/1/2029
6726532200 GLENCOE IL 60022 Primary SFR 360 75.0 7.25 7/1/1999 6/1/2029
6731489834 LINCOLN MA 1773 Primary SFR 360 80.0 7.75 7/1/1999 6/1/2029
6803151247 LAKE WYLIE SC 29710 Primary PUD 360 80.0 6.875 7/1/1999 6/1/2029
6840266461 CANTON OH 44721 Primary SFR 360 75.4 7.25 7/1/1999 6/1/2029
6848811698 WAYNE NJ 7470 Primary SFR 360 82.0 7.125 7/1/1999 6/1/2029
6857029471 CORAM NY 11727 Primary SFR 360 82.8 7.875 8/1/1999 7/1/2029
6866138461 DANVERS MA 1923 Primary SFR 300 69.4 7.125 7/1/1999 6/1/2024
6868328078 GRAFTON MA 1519 Primary SFR 360 80.0 7.25 7/1/1999 6/1/2029
6870012231 POTOMAC MD 20854 Primary SFR 360 90.0 7.25 7/1/1999 6/1/2029
6870321715 CHINO HILLS CA 91709 Primary SFR 360 69.9 7.25 8/1/1999 7/1/2029
6873988080 HAMPTON NH 3842 Primary SFR 360 79.7 7.25 7/1/1999 6/1/2029
6875722610 MADISON CT 6443 Primary SFR 360 89.0 7.375 7/1/1999 6/1/2029
6895254412 MARSHFIELD MA 2050 Primary SFR 360 80.0 7.125 7/1/1999 6/1/2029
6901389384 INDIANAPOLI IN 46220 Primary SFR 360 80.0 7.25 7/1/1999 6/1/2029
6923385121 SOUTHBOROUG MA 1772 Primary SFR 360 80.0 7 7/1/1999 6/1/2029
6932905851 ITASCA IL 60143 Primary SFR 360 80.0 7.125 7/1/1999 6/1/2029
6943996022 AVON CT 6001 Primary SFR 360 80.0 7.25 7/1/1999 6/1/2029
6948667990 LEXINGTON MA 2421 Primary SFR 360 80.0 7.25 7/1/1999 6/1/2029
6951507356 GAITHERSBUR MD 20878 Primary SFR 360 79.6 7.125 7/1/1999 6/1/2029
6958247410 AVON CT 6001 Primary SFR 360 62.5 6.625 7/1/1999 6/1/2029
6965694372 WESTBORO MA 1581 Primary SFR 360 80.0 7 7/1/1999 6/1/2029
6992041472 LINCOLN RI 2865 Primary SFR 360 69.9 7.25 7/1/1999 6/1/2029
(continued)
LOAN# PANDI PTDATE ORIG BAL ACT BALANCE SCHED BALANCE PURP DOC APPRAISAL RTERM CLTV
5000009711 2425.39 7/1/1999 360000 360000 359712.11 PURCH RAPD $460,000 359 79.9
5000009927 2189.59 7/1/1999 325000 325000 325000.00 PURCH FULL $456,000 360 71.3
5000013820 1946.44 7/1/1999 275000 275000 274800.96 C/O REFI FULL $380,000 359 72.3
5000020700 3708.84 7/1/1999 524000 524000 523620.74 PURCH FULL $661,000 359 79.9
5000021880 2241.09 7/1/1999 350000 350000 349691.20 PURCH FULL $520,000 359 79.2
5000023647 1751.67 7/1/1999 260000 260000 259792.08 PURCH RAPD $395,000 359 65.9
5000042324 2256.79 7/1/1999 326750 326750 326501.36 PURCH FULL $413,000 359 79.9
5000073121 2870.6 7/1/1999 420800 420800 420471.73 PURCH FULL $530,000 359 79.9
5000204130 2061.58 7/1/1999 306000 306000 305755.30 R/T REFI RAPD $390,000 359 78.4
5000212901 4087.61 7/1/1999 599200 599200 598732.56 PURCH RAPD $749,000 359 79.9
5000215680 2212.24 7/1/1999 350000 350000 349683.59 PURCH RAPD $675,000 359 52.0
5000216217 1943.85 7/1/1999 299700 299700 299441.96 PURCH FULL $333,000 359 89.9
5000218015 3243 7/1/1999 500000 500000 499569.50 PURCH RAPD $755,000 359 67.3
5000222876 2796.86 7/1/1999 400000 400000 400000.00 R/T REFI FULL $3,500,000 360 11.4
5000289487 1727.92 7/1/1999 256475 256475 256269.90 PURCH FULL $292,000 359 87.8
5000289966 4311.8 7/1/1999 640000 640000 639488.20 PURCH RAPD $800,000 359 79.9
5000357060 2007.56 7/1/1999 301750 301750 301502.65 PURCH RAPD $355,000 359 84.9
5000359819 1789.4 7/1/1999 265600 265600 265387.60 PURCH RAPD $332,000 359 79.9
5000361898 1865.68 7/1/1999 284000 284000 283761.40 PURCH RAPD $359,000 359 79.0
5000367242 2069.67 7/1/1999 307200 307200 306954.33 PURCH RAPD $388,000 359 79.9
5000374040 3503.34 7/1/1999 520000 520000 520000.00 PURCH RAPD $650,000 360 80.0
5000374677 1887.88 7/1/1999 270000 270000 269799.62 PURCH FULL $290,000 359 93.0
5000375021 2541.69 7/1/1999 368000 368000 367719.98 PURCH RAPD $460,000 359 79.9
5000375609 1940.31 7/1/1999 288000 288000 287769.69 PURCH FULL $370,000 359 77.8
5000499748 2290.65 7/1/1999 340000 340000 339728.10 PURCH RAPD $565,000 359 60.1
5000540202 2707.45 7/1/1999 392000 392000 391701.72 PURCH FULL $490,000 359 79.9
5000540418 2660.49 7/1/1999 390000 390000 389695.76 R/T REFI FULL $705,000 359 55.3
5000540749 3923.04 7/1/1999 568000 568000 567567.79 PURCH RAPD $720,000 359 79.9
5000548700 2047.56 7/1/1999 300150 300150 299915.85 PURCH RAPD $385,000 359 79.9
5000553890 2974.29 7/1/1999 436000 436000 435659.88 PURCH FULL $545,000 359 79.9
5000560374 2661.22 7/1/1999 400000 400000 399672.11 PURCH RAPD $500,000 359 79.9
5000577006 1841.88 7/1/1999 270000 270000 269789.37 PURCH FULL $300,000 359 89.9
5000685874 1931.96 7/1/1999 279720 279720 279507.15 PURCH RAPD $354,000 359 79.9
5000686153 2810.57 7/1/1999 412000 412000 411678.60 PURCH RAPD $515,000 359 79.9
5000723147 1769.49 7/1/1999 250000 250000 249819.05 PURCH RAPD $316,000 359 79.4
5000733583 3662.58 7/1/1999 572000 572000 571495.34 PURCH RAPD $715,000 359 79.9
5000734706 1896.21 7/1/1999 300000 300000 299728.79 PURCH RAPD $460,000 359 66.6
5000737600 1982.76 7/1/1999 294300 294300 294064.65 PURCH FULL $327,000 359 89.9
5000749605 2693.64 7/1/1999 390000 390000 389703.24 R/T REFI FULL $750,000 359 52.0
5000749738 2661.22 7/1/1999 400000 400000 399672.11 PURCH FULL $632,000 359 63.2
5000750819 1815.5 7/1/1999 256500 256500 256314.34 PURCH FULL $290,000 359 89.9
5000980390 2240.95 7/1/1999 328500 328500 328500.00 PURCH RAPD $365,000 360 90.0
6029943567 2021.16 7/1/1999 300000 300000 299760.09 PURCH RAPD $425,000 359 79.9
6061245392 3304.47 7/1/1999 484400 484400 484022.11 PURCH RAPD $650,000 359 74.9
6065697572 1698.66 7/1/1999 255320 255320 255110.71 PURCH RAPD $325,000 359 79.9
6072042747 1790.14 7/1/1999 272500 272500 272271.06 PURCH RAPD $348,000 359 78.4
6078935779 2694.88 7/1/1999 400000 400000 399680.12 PURCH RAPD $600,000 359 67.6
6081567643 2403.55 7/1/1999 348000 348000 347735.20 PURCH FULL $435,000 359 79.9
6112798993 2256.71 7/1/1999 339200 339200 338921.96 PURCH RAPD $424,000 359 79.9
6122202705 2709.45 7/1/1999 407250 407250 406916.18 R/T REFI RAPD $543,000 359 74.9
6123554930 1789.99 7/1/1999 256000 256000 256000.00 PURCH RAPD $330,000 360 80.0
6141625209 2724.12 7/1/1999 420000 420000 419638.38 PURCH RAPD $525,000 359 79.9
6142613626 2265.42 7/1/1999 328000 328000 327750.41 PURCH FULL $412,000 359 79.9
6147385675 2661.22 7/1/1999 400000 400000 399672.11 R/T REFI RAPD $515,000 359 77.6
6147992892 1913.06 7/1/1999 273600 273600 273600.00 PURCH FULL $350,000 360 80.0
6155407627 3563.21 7/1/1999 535576 535576 535136.98 PURCH FULL $669,471 359 79.9
6168048673 1874.63 7/1/1999 278250 278250 278027.48 PURCH RAPD $400,000 359 69.9
6169247894 3110.73 7/1/1999 456000 456000 455644.27 PURCH FULL $572,000 359 79.9
6171755561 2088.53 7/1/1999 310000 310000 309752.10 C/O REFI FULL $425,000 359 72.9
6193384127 2694.88 7/1/1999 400000 400000 399680.12 PURCH RAPD $535,000 359 74.7
6213661389 3233.85 7/1/1999 480000 480000 479616.15 R/T REFI RAPD $710,000 359 67.6
6239088021 2956.09 7/1/1999 428000 428000 427674.33 PURCH RAPD $535,000 359 79.9
6240687217 1996.39 7/1/1999 320000 320000 319703.61 PURCH RAPD $415,000 359 78.0
6242388459 4270.04 7/1/1999 650000 650000 649453.92 R/T REFI RAPD $950,000 359 68.4
6242754064 2496.77 7/1/1999 366000 366000 365714.48 PURCH FULL $566,000 359 64.6
6249789600 2363.75 7/1/1999 346500 346500 346229.69 R/T REFI FULL $485,000 359 71.4
6251306806 1806.56 7/1/1999 275000 275000 274768.96 PURCH FULL $363,000 359 75.7
6253668302 3073.51 7/1/1999 445000 445000 444661.39 PURCH FULL $600,000 359 75.8
6273661733 1994.38 7/1/1999 271800 271800 271800.00 PURCH FULL $305,000 360 90.0
6288016105 1839.99 7/1/1999 263150 263150 262954.70 PURCH FULL $277,000 359 94.9
6297195981 2290.65 7/1/1999 340000 340000 339728.10 R/T REFI RAPD $539,000 359 63.0
6303712290 2694.88 7/1/1999 400000 400000 399680.12 PURCH RAPD $445,000 359 89.8
6322757441 4270.04 7/1/1999 650000 650000 650000.00 PURCH RAPD $850,000 360 76.5
6337044546 2073.82 7/1/1999 304000 304000 303762.85 R/T REFI RAPD $475,000 359 64.0
6351140931 3605.75 7/1/1999 535200 535200 534772.00 PURCH RAPD $670,000 359 79.9
6359182653 3240.34 7/1/1999 475000 475000 474629.45 R/T REFI FULL $596,000 359 79.6
63610817 2046.53 7/1/1999 300000 300000 299765.97 PURCH RAPD $386,000 359 79.3
6364069275 2660.52 7/1/1999 394900 394900 394584.20 R/T REFI FULL $500,000 359 78.9
6401375495 4345.49 7/1/1999 645000 645000 644484.20 R/T REFI RAPD $1,035,000 359 62.3
6411681767 2627.51 7/1/1999 390000 390000 389688.12 R/T REFI RAPD $630,000 359 61.9
6411831115 2196.61 7/1/1999 322000 322000 322000.00 C/O REFI RAPD $460,000 360 70.0
6430552718 2421.73 7/1/1999 355000 355000 354723.06 R/T REFI FULL $475,000 359 74.7
6455046497 1888.1 7/1/1999 280250 280250 280025.88 PURCH FULL $297,000 359 94.9
6455666476 2348.52 7/1/1999 353000 353000 353000.00 PURCH RAPD $450,000 360 79.9
6462663219 2892.43 7/1/1999 424000 424000 423669.24 PURCH FULL $535,000 359 79.9
6467361082 1910.1 7/1/1999 280000 280000 279781.57 R/T REFI FULL $350,000 359 79.9
6469109992 2387.62 7/1/1999 350000 350000 349726.96 C/O REFI RAPD $592,000 359 59.1
6477168980 2866.31 7/1/1999 415000 415000 414684.21 R/T REFI FULL $565,000 359 73.4
6488485316 2243.49 7/1/1999 333000 333000 332733.70 PURCH FULL $370,000 359 89.9
6493616509 2237.49 7/1/1999 320000 320000 319762.51 PURCH FULL $365,000 359 89.2
6494290775 1790.72 7/1/1999 262500 262500 262295.22 R/T REFI RAPD $330,000 359 79.5
6502525063 2398.44 7/1/1999 356000 356000 355715.31 R/T REFI RAPD $463,000 359 76.8
6508332506 2202.16 7/1/1999 331000 331000 330728.67 PURCH RAPD $445,000 359 76.7
6508872253 1547.73 7/1/1999 235600 235600 235402.06 PURCH RAPD $295,000 359 79.9
6510960393 3498.29 7/1/1999 519250 519250 518834.76 R/T REFI RAPD $720,000 359 72.1
6512017630 3368.6 7/1/1999 500000 500000 499600.15 PURCH RAPD $710,000 359 79.8
6519672361 3888.41 7/1/1999 570000 570000 569555.34 PURCH RAPD $880,000 359 65.5
65239423 2351.64 7/1/1999 344725 344725 344456.07 PURCH RAPD $419,000 359 84.9
6527575812 2373.98 7/1/1999 348000 348000 347728.52 C/O REFI RAPD $640,000 359 54.3
6535455833 2991.32 7/1/1999 444000 444000 443644.93 PURCH RAPD $555,000 359 79.9
6542279671 2021.16 7/1/1999 300000 300000 299760.09 PURCH RAPD $490,000 359 66.6
65452496 1932.17 7/1/1999 279750 279750 279537.13 PURCH FULL $315,000 359 88.7
6546064830 1678.48 7/1/1999 255503 255503 255288.34 PURCH FULL $269,000 359 94.9
6548998662 1802.97 7/1/1999 271000 271000 270777.86 PURCH RAPD $352,000 359 77.1
6551551945 1991.96 7/1/1999 292000 292000 292000.00 PURCH RAPD $365,000 360 80.0
65705157 2856.95 7/1/1999 452000 452000 451591.38 PURCH RAPD $565,000 359 79.9
65749979 1958.77 7/1/1999 302000 302000 301739.98 PURCH RAPD $392,000 359 77.0
65797051 2551.34 7/1/1999 374000 374000 374000.00 PURCH RAPD $468,000 360 80.0
6582762867 2008.33 7/1/1999 294400 294400 294170.34 PURCH RAPD $368,000 359 79.9
6589983490 2341.23 7/1/1999 343200 343200 342932.27 PURCH RAPD $433,000 359 79.9
6590420532 1928.86 7/1/1999 282750 282750 282529.42 C/O REFI FULL $377,000 359 74.9
6595412377 1712.88 7/1/1999 248000 248000 247811.29 R/T REFI FULL $312,000 359 79.4
6599376560 1932.28 7/1/1999 273000 273000 272802.41 R/T REFI FULL $380,000 359 71.8
6609271686 1926.84 7/1/1999 286000 286000 285771.29 R/T REFI FULL $725,000 359 39.4
6612503521 2919.72 7/1/1999 428000 428000 427666.11 R/T REFI RAPD $640,000 359 66.8
66163676 1948.61 7/1/1999 308290 308290 308011.29 PURCH FULL $343,000 359 89.9
66176735 1942.8 7/1/1999 307371 307371 307371.00 PURCH RAPD $385,000 360 80.0
6620185352 2196.61 7/1/1999 322000 322000 321748.81 R/T REFI RAPD $500,000 359 64.3
6628880137 1683.62 7/1/1999 246800 246800 246607.46 R/T REFI FULL $285,000 359 86.5
6634700543 1779.12 7/1/1999 260800 260800 260596.55 R/T REFI FULL $326,000 359 79.9
6640066202 1732.73 7/1/1999 254000 254000 253801.85 R/T REFI FULL $392,000 359 64.7
6643728691 2236.19 7/1/1999 340400 340400 340114.02 R/T REFI RAPD $700,000 359 48.6
6663075049 2068.36 7/1/1999 303200 303200 302963.47 PURCH RAPD $380,000 359 79.9
6671864756 2038.88 7/1/1999 295200 295200 295200.00 PURCH RAPD $369,000 360 80.0
6672374573 4379.18 7/1/1999 650000 650000 649480.20 PURCH FULL $940,000 359 70.8
6672538037 1807.77 7/1/1999 265000 265000 264793.27 C/O REFI RAPD $401,000 359 66.0
6677751312 3738.33 7/1/1999 548000 548000 547572.50 PURCH RAPD $685,000 359 79.9
66950791 2046.53 7/1/1999 300000 300000 300000.00 PURCH RAPD $570,000 360 52.6
6713864509 2831.18 7/1/1999 400000 400000 399710.49 PURCH RAPD $460,000 359 87.8
6723239213 2044.49 7/1/1999 299700 299700 299466.20 PURCH FULL $333,000 359 89.9
6726532200 2302.35 7/1/1999 337500 337500 337236.71 C/O REFI FULL $450,000 359 74.9
6731489834 2579.09 7/1/1999 360000 360000 359745.91 R/T REFI FULL $450,000 359 79.9
6803151247 1828.37 7/1/1999 278320 278320 278086.17 PURCH RAPD $350,000 359 79.9
6840266461 1773.66 7/1/1999 260000 260000 259797.17 R/T REFI FULL $345,000 359 75.3
6848811698 2182.85 7/1/1999 324000 324000 323740.90 R/T REFI FULL $395,000 359 82.0
6857029471 2175.21 7/1/1999 300000 300000 300000.00 PURCH RAPD $382,000 360 82.8
6866138461 2430.23 7/1/1999 340000 340000 339588.52 R/T REFI RAPD $490,000 299 69.3
6868328078 2303.03 7/1/1999 337600 337600 337336.64 PURCH RAPD $425,000 359 79.9
6870012231 2529.51 7/1/1999 370800 370800 370510.74 R/T REFI FULL $412,000 359 89.9
6870321715 1978.32 7/1/1999 290000 290000 290000.00 R/T REFI RAPD $415,000 360 69.9
6873988080 2582.04 7/1/1999 378500 378500 378204.73 R/T REFI FULL $475,000 359 79.6
6875722610 2641.84 7/1/1999 382500 382500 382208.94 R/T REFI FULL $430,000 359 88.9
6895254412 2075.06 7/1/1999 308000 308000 307753.69 PURCH FULL $398,000 359 79.9
6901389384 1963.99 7/1/1999 287900 287900 287675.41 PURCH RAPD $365,000 359 79.9
6923385121 3033.78 7/1/1999 456000 456000 455626.22 PURCH RAPD $570,000 359 79.9
6932905851 1832.52 7/1/1999 272000 272000 271782.48 PURCH RAPD $341,000 359 79.9
6943996022 2783.28 7/1/1999 408000 408000 407681.72 PURCH RAPD $528,000 359 79.9
6948667990 2690.51 7/1/1999 394400 394400 394092.32 PURCH RAPD $496,000 359 79.9
6951507356 1726.07 7/1/1999 256200 256200 255995.12 R/T REFI RAPD $322,000 359 79.5
6958247410 1920.94 7/1/1999 300000 300000 299735.31 PURCH RAPD $491,000 359 62.4
6965694372 2123.65 7/1/1999 319200 319200 318938.35 PURCH RAPD $400,000 359 79.9
6992041472 1787.31 7/1/1999 262000 262000 261795.61 C/O REFI RAPD $375,000 359 69.8
Total Loans 152
Sched UPB $54,430,047.67
WAC 7.161
WAM 358.7
WOLTV 76.0
</TABLE>
<PAGE>
<TABLE>
EXHIBIT D-2
NMC MORTGAGE LOAN SCHEDULE
<CAPTION>
LOAN# CITY ST ZIP OCC PROP TERM OLTV INT RATE FPAYDT
- ----- ---- -- --- --- ---- ---- ---- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
21597521 RICHMOND VA 23236 Primary SFR 360 75.0 7.125 2/1/1999
21903091 AUSTIN TX 78730 Primary PUD 360 80.0 7.125 7/1/1998
22030175 BOERNE TX 78006 Primary SFR 360 80.0 7.125 6/1/1999
22082929 AUSTIN TX 78737 Primary PUD 360 75.4 7.125 7/1/1999
22317127 GERMANTOWN MD 20874 Primary SFR 360 51.3 6.500 1/1/1999
22357628 ANNAPOLIS MD 21401 Primary SFR 359 76.7 7.750 1/1/1998
22365290 HINSDALE IL 60521 Primary PUD 360 78.2 6.875 3/1/1999
22385520 RUMSON NJ 7760 Primary SFR 360 47.1 6.875 1/1/1999
22416499 MCKINNEY TX 75070 Primary PUD 360 80.0 6.625 12/1/1998
22476097 WEST CHESTE PA 19380 Primary SFR 360 80.0 6.625 6/1/1999
22507859 WILSONVILLE OR 97070 Primary PUD 360 80.0 7.250 10/1/1998
22511109 COLORADO SP CO 80906 Primary PUD 360 75.0 6.750 1/1/1999
22590897 HAWTHORN WO IL 60047 Primary SFR 360 80.0 7.000 12/1/1998
22605372 MANASSAS VA 20111 Primary SFR 360 77.2 7.375 12/1/1998
22618797 TOWSON MD 21286 Primary SFR 360 80.0 7.125 3/1/1999
22633382 LOS ANGELES CA 90019 Primary SFR 360 89.8 7.875 2/1/1999
22640262 FARMINGTON NM 87402 Primary SFR 360 80.0 7.625 2/1/1999
22644124 MT AIRY MD 21771 Primary SFR 360 79.9 7.250 7/1/1999
22713192 POWDER SPRI GA 30127 Primary PUD 360 90.0 6.500 4/1/1999
22735062 SEDALIA CO 80135 Primary SFR 360 71.9 7.000 3/1/1999
22740864 LAFAYETTE CO 80026 Primary PUD 360 80.0 7.250 7/1/1999
22751465 FLOWER MOUN TX 75028 Primary PUD 360 80.0 6.750 4/1/1999
22766679 KENNETT SQU PA 19348 Primary SFR 360 46.2 6.625 7/1/1999
22781009 AVONDALE ES GA 30002 Primary SFR 360 90.0 6.875 4/1/1999
22789382 ST LOUIS MO 63123 Primary SFR 360 80.0 7.125 7/1/1999
22791685 BOULDER CO 80302 Primary SFR 360 72.5 7.500 7/1/1999
22797492 LITTLETON CO 80124 Primary PUD 360 80.0 7.000 6/1/1999
22802664 OAKTON VA 22124 Primary PUD 360 71.5 6.625 3/1/1999
22803951 SAN RAMON CA 94583 Primary PUD 360 62.5 7.375 6/1/1999
22803993 DAVIE FL 33325 Primary PUD 360 80.0 7.125 6/1/1999
22807713 ROCKVILLE MD 20850 Primary PUD 360 80.0 6.750 3/1/1999
22813786 MAPLE GLEN PA 19002 Primary SFR 360 80.1 6.750 3/1/1999
22826143 FT WAYNE IN 46783 Primary SFR 360 74.5 6.875 7/1/1999
22843577 NEWFIELDS NH 3856 Primary SFR 360 73.7 7.375 7/1/1999
22846570 OWENS CROSS AL 35763 Primary PUD 360 80.0 7.000 6/1/1999
22849475 COLORADO SP CO 80908 Primary SFR 360 95.0 7.000 4/1/1999
22864532 JONESTOWN TX 78645 Primary SFR 360 79.0 7.250 7/1/1999
22869820 ANNAPOLIS MD 21401 Primary PUD 360 80.0 7.250 6/1/1999
22871214 SAN JOSE CA 95138 Primary PUD 360 68.8 7.500 7/1/1999
22887004 BROOKEVILLE MD 20833 Primary SFR 360 66.6 7.250 6/1/1999
22895692 CHESTER MD 21619 Primary SFR 360 80.0 7.500 6/1/1999
22895932 ATLANTA GA 30331 Primary PUD 360 80.0 7.375 7/1/1999
22898795 LOUISVILLE KY 40206 Primary SFR 360 75.5 7.000 11/1/1998
22900021 COLORADO SP CO 80921 Primary PUD 360 80.0 7.250 6/1/1999
22900096 CRYSTAL LAK IL 60012 Primary SFR 360 66.5 7.250 7/1/1999
22903926 BALTIMORE MD 21228 Primary SFR 360 78.9 7.250 6/1/1999
22905400 CROWNSVILLE MD 21032 Primary PUD 360 80.0 7.375 6/1/1999
22905491 EVERGREEN CO 80439 Primary PUD 360 52.0 7.250 7/1/1999
22905830 GERMANTOWN TN 38138 Primary SFR 360 80.0 7.375 6/1/1999
22908222 SHELTON CT 6484 Primary SFR 360 80.0 7.375 6/1/1999
22910251 GIBSONIA PA 15044 Primary PUD 360 80.0 7.125 6/1/1999
22911713 ST CHARLES MO 63304 Primary SFR 360 79.9 7.250 7/1/1999
22911903 HOUSTON TX 77005 Primary SFR 360 80.0 7.125 7/1/1999
22912265 HUNTINGTON CA 92646 Primary SFR 360 75.0 7.250 5/1/1999
22914931 EAST HAMPTO NY 11937 Secondary SFR 360 74.1 7.250 6/1/1999
22915839 BALTIMORE MD 21212 Primary SFR 360 80.0 7.375 6/1/1999
22915920 KNOXVILLE TN 37922 Primary SFR 360 80.0 7.250 6/1/1999
22918965 PLEASANTON CA 94566 Primary SFR 360 75.0 6.875 6/1/1999
22919039 HENDERSONVI TN 37075 Primary SFR 360 95.0 7.625 6/1/1999
22919609 MEMPHIS TN 38138 Primary SFR 360 80.0 7.375 7/1/1999
22920292 GLEN ELLYN IL 60137 Primary SFR 360 80.0 7.375 6/1/1999
22922140 CINCINNATI OH 45249 Primary SFR 360 75.0 7.250 7/1/1999
22923080 MEMPHIS TN 38120 Primary SFR 360 46.2 7.250 7/1/1999
22923262 ANNAPOLIS MD 21401 Primary SFR 360 80.0 7.000 7/1/1999
22927172 YORBA LINDA CA 92886 Primary SFR 360 80.0 6.875 6/1/1999
22931455 ARLINGTON H IL 60004 Primary SFR 360 60.4 7.250 7/1/1999
22932230 HOUSTON TX 77008 Primary SFR 360 80.0 7.000 6/1/1999
22932750 ST JOSEPH MI 49085 Primary SFR 360 80.0 7.250 6/1/1999
22932800 MORRISON CO 80465 Primary PUD 360 75.0 7.250 6/1/1999
22935357 PIKE ROAD AL 36064 Primary SFR 360 80.0 7.250 6/1/1999
22936488 OWENSBORO KY 42301 Primary SFR 360 80.0 7.000 7/1/1999
22937486 LEWIS CENTE OH 43035 Primary SFR 360 95.0 7.250 7/1/1999
22939383 SOUTHLAKE TX 76092 Primary PUD 360 75.0 6.750 6/1/1999
22941132 ENGLEWOOD CO 80111 Primary PUD 360 75.0 7.125 7/1/1999
22941157 HARRISBURG NC 28075 Primary PUD 360 90.0 7.000 7/1/1999
22941181 BETHESDA MD 20814 Primary SFR 360 80.0 7.250 7/1/1999
22941231 WILMINGTON DE 19808 Primary SFR 360 80.0 7.000 7/1/1999
22942239 DARNESTOWN MD 20874 Primary SFR 360 80.0 7.375 7/1/1999
22943286 FALLS CHURC VA 22046 Primary SFR 360 80.0 7.125 7/1/1999
22944540 SANTA FE NM 87501 Primary SFR 360 73.1 7.500 7/1/1999
22945752 LITTLETON CO 80127 Primary PUD 360 85.0 7.250 7/1/1999
22946495 MARRIOTTSVI MD 21104 Primary SFR 360 80.0 7.375 7/1/1999
22949317 ROCKVILLE MD 20855 Primary PUD 360 80.0 7.125 6/1/1999
22949481 RANCHO CUCA CA 91739 Primary PUD 360 80.0 7.000 5/1/1999
22949895 MANSFIELD TX 76063 Primary SFR 360 65.2 6.875 5/1/1999
22950182 OVERLAND PA KS 66213 Primary PUD 360 80.0 7.375 7/1/1999
22953780 BELLEVUE WA 98006 Primary SFR 360 62.8 7.500 7/1/1999
22954093 AURORA CO 80015 Primary PUD 360 66.6 7.250 6/1/1999
22954408 CHARLESTON SC 29414 Primary PUD 360 50.3 7.000 7/1/1999
22954515 HILTON HEAD SC 29926 Primary PUD 360 80.0 7.625 6/1/1999
22955090 FAIRFAX STA VA 22039 Primary SFR 360 80.0 7.125 6/1/1999
22955165 SKOKIE IL 60071 Primary SFR 360 74.9 7.500 7/1/1999
22955801 BUFFALO GRO IL 60089 Primary SFR 360 80.0 7.250 6/1/1999
22957443 GROSSE POIN MI 48236 Primary SFR 360 73.3 7.500 7/1/1999
22959175 LONGMONT CO 80503 Primary PUD 360 80.0 7.250 6/1/1999
22959589 ALBERTVILLE AL 35950 Primary SFR 360 75.0 7.000 7/1/1999
22959654 PLANO TX 75093 Primary PUD 360 58.7 6.750 6/1/1999
22960991 THE WOODLAN TX 77382 Primary SFR 360 80.0 7.125 7/1/1999
22961171 LOVELAND CO 80537 Primary PUD 360 78.8 7.125 6/1/1999
22963656 RENO NV 89509 Primary SFR 360 48.5 7.625 6/1/1999
22963805 BERWYN PA 19312 Primary SFR 360 77.8 7.125 7/1/1999
22963813 GLENCOE IL 60022 Primary SFR 360 48.6 7.125 7/1/1999
22965347 HENDERSONVI TN 37075 Primary SFR 360 78.5 7.125 7/1/1999
22965511 PLANO TX 75093 Secondary PUD 360 80.0 7.125 7/1/1999
22965529 HOUSTON TX 77059 Primary PUD 360 80.0 7.000 7/1/1999
22965933 ANNAPOLIS MD 21401 Primary SFR 360 80.0 7.000 7/1/1999
22966576 NAPERVILLE IL 60540 Primary SFR 360 90.0 7.250 7/1/1999
22966675 NEW ALBANY OH 43054 Primary SFR 360 90.0 7.250 6/1/1999
22967301 VIRGINIA VA 23455 Primary PUD 360 86.7 7.000 6/1/1999
22967681 KENT WA 98042 Primary PUD 360 90.0 7.125 7/1/1999
22967855 RIVER FORES IL 60305 Primary SFR 360 80.0 7.250 6/1/1999
22968150 POWAY CA 92064 Primary SFR 360 78.3 7.375 7/1/1999
22969083 BIRMINGHAM AL 35216 Primary SFR 360 65.6 7.375 7/1/1999
22970909 BIRMINGHAM AL 35244 Primary PUD 360 95.0 7.250 7/1/1999
22971097 SEVERNA PAR MD 21146 Primary PUD 360 80.0 7.250 6/1/1999
22971964 SAN DIEGO CA 92130 Primary PUD 360 65.0 7.250 7/1/1999
22973028 BOWIE MD 20720 Primary SFR 360 80.0 8.000 6/1/1999
22973432 DALLAS TX 75225 Primary SFR 360 80.0 7.500 7/1/1999
22975940 LONGMONT CO 80501 Primary PUD 360 80.0 7.125 6/1/1999
22977037 DUBLIN CA 94568 Primary PUD 360 80.0 7.000 7/1/1999
22977045 RIVERWOODS IL 60015 Primary SFR 360 76.2 7.250 7/1/1999
22977359 WASHINGTON DC 20015 Primary SFR 360 80.0 7.375 6/1/1999
22978043 LAS VEGAS NV 89134 Primary PUD 360 80.0 7.375 6/1/1999
22978365 ANNAPOLIS MD 21401 Primary SFR 360 71.5 7.000 7/1/1999
22979595 LOUISVILLE KY 40205 Primary SFR 360 62.6 7.125 7/1/1999
22980254 HOUSTON TX 77019 Primary SFR 360 76.5 7.000 6/1/1999
22980908 MCKINNEY TX 75070 Primary PUD 360 71.4 7.375 7/1/1999
22981518 NASHVILLE TN 37215 Primary SFR 360 65.0 7.250 6/1/1999
22982532 EADS TN 38028 Primary SFR 360 73.9 7.125 7/1/1999
22982722 DALLAS TX 75287 Primary PUD 360 80.0 7.125 7/1/1999
22983217 ATLANTA GA 30305 Primary SFR 360 52.0 7.000 6/1/1999
22983274 HOUSTON TX 77025 Primary SFR 360 77.0 7.000 7/1/1999
22984587 GLENVIEW IL 60025 Primary SFR 360 80.0 7.125 7/1/1999
22984918 CHICAGO IL 60613 Primary SFR 360 80.0 7.125 7/1/1999
22985261 SANTA FE NM 87501 Secondary PUD 360 75.0 7.125 6/1/1999
22985600 GRAPEVINE TX 76051 Primary PUD 360 80.0 7.250 6/1/1999
22985808 NIWOT CO 80503 Primary PUD 360 75.0 7.250 7/1/1999
22987242 MONUMENT CO 80132 Primary PUD 360 74.7 7.125 7/1/1999
22987382 DALLAS TX 75230 Primary PUD 360 80.0 7.250 6/1/1999
22987572 DULUTH GA 30097 Primary PUD 360 80.0 7.000 7/1/1999
22989420 HOUSTON TX 77006 Primary SFR 360 80.0 7.500 6/1/1999
22989495 PLYMOUTH MI 48170 Primary SFR 300 74.4 7.500 7/1/1999
22989503 ARLINGTON H IL 60004 Primary SFR 360 72.8 7.125 7/1/1999
22989743 ALLEN TX 75013 Primary PUD 360 64.5 7.000 7/1/1999
22989941 EDWARDS CO 81632 Primary PUD 360 78.9 7.125 7/1/1999
22989966 HOUSTON TX 77057 Primary PUD 360 80.0 7.000 7/1/1999
22990576 DUBLIN CA 94568 Primary PUD 360 80.0 7.000 7/1/1999
22991012 ELMHURST IL 60126 Primary SFR 360 58.3 6.875 7/1/1999
22991467 CUPERTINO CA 95014 Primary SFR 360 80.0 7.500 7/1/1999
22991905 PROSPECT KY 40059 Primary SFR 360 80.0 6.750 7/1/1999
22992234 KAILUA HI 96734 Primary Condo 360 58.8 7.000 6/1/1999
22992580 MIDLOTHIAN VA 23113 Primary SFR 360 75.0 7.375 6/1/1999
22992689 ATLANTA GA 30306 Primary SFR 360 79.2 7.125 6/1/1999
22992820 NASHVILLE TN 37215 Primary SFR 360 79.8 7.250 7/1/1999
22992846 RANCHO CUCA CA 91739 Primary PUD 360 79.8 7.000 6/1/1999
22992887 TUCSON AZ 85718 Primary PUD 360 80.0 7.125 6/1/1999
22993216 WESTPORT CT 6880 Primary SFR 360 70.0 6.875 7/1/1999
22994503 HOUSTON TX 77005 Primary SFR 360 80.0 7.000 7/1/1999
22994768 MOORESVILLE NC 28115 Primary SFR 360 78.8 6.875 7/1/1999
22995815 FORT COLLIN CO 80528 Primary PUD 360 69.4 6.875 6/1/1999
22997423 SAN DIEGO CA 92130 Primary SFR 360 68.5 7.000 6/1/1999
22997514 LAS VEGAS NV 89102 Primary SFR 360 90.0 7.125 6/1/1999
22997530 THE PLAINS VA 20198 Primary SFR 360 59.2 7.375 7/1/1999
22997555 VERNON HILL IL 60061 Primary SFR 360 80.0 7.125 7/1/1999
22997860 LAKE FOREST IL 60045 Primary SFR 360 69.9 7.125 6/1/1999
22997936 WEBSTER GOV MO 63119 Primary SFR 360 78.0 7.125 7/1/1999
22998199 ANCHORAGE KY 40223 Primary SFR 360 75.0 7.000 7/1/1999
22998207 FAIRVIEW TX 75069 Primary SFR 360 80.0 7.000 6/1/1999
22998710 MOORESVILLE NC 28117 Primary PUD 360 80.0 7.000 7/1/1999
22998728 ATLANTA GA 30331 Primary SFR 360 83.6 7.250 7/1/1999
22998777 SARASOTA FL 34242 Primary PUD 360 56.2 7.250 7/1/1999
22998975 LOS ANGELES CA 90027 Primary SFR 360 52.8 6.750 6/1/1999
22999296 RENO NV 89509 Primary PUD 360 80.0 7.000 6/1/1999
22999767 CHICAGO IL 60660 Primary SFR 360 80.0 7.250 8/1/1999
22999866 BIRMINGHAM AL 35223 Primary SFR 360 60.0 6.875 6/1/1999
23000136 GRAND PRAIR TX 75050 Primary SFR 360 80.0 7.125 6/1/1999
23000797 CUMMING GA 30041 Primary PUD 360 80.0 6.875 7/1/1999
23000870 OTIS OR 97368 Secondary PUD 360 80.0 7.000 7/1/1999
23001472 FRISCO TX 75034 Primary PUD 360 79.6 7.125 6/1/1999
23001951 PLEASANTON CA 94588 Primary SFR 360 80.0 7.000 6/1/1999
23002116 RANCHO CUCA CA 91737 Primary PUD 360 78.2 7.125 7/1/1999
23002124 LOS ANGELES CA 90036 Primary SFR 360 90.0 7.000 6/1/1999
23002397 PLANO TX 75025 Primary PUD 360 80.0 7.125 6/1/1999
23002702 BOULDER CO 80303 Primary SFR 360 60.8 7.125 6/1/1999
23003064 CUMMING GA 30040 Primary PUD 360 79.8 7.250 6/1/1999
23004542 ST LOUIS MO 63124 Primary SFR 360 77.7 7.250 7/1/1999
23006372 BOULDER CO 80302 Primary SFR 360 48.3 7.000 7/1/1999
23006570 BALTIMORE MD 21208 Primary SFR 360 70.5 7.500 7/1/1999
23006596 WOODINVILLE WA 98072 Primary SFR 360 46.5 7.125 7/1/1999
23006984 LAFAYETTE CA 94549 Primary PUD 360 61.7 7.125 7/1/1999
23007057 SACRAMENTO CA 95864 Primary SFR 360 80.0 7.375 6/1/1999
23007370 BELLEVUE WA 98004 Primary SFR 360 51.8 6.875 7/1/1999
23007495 SUNRIVER OR 97707 Secondary PUD 360 88.2 7.250 7/1/1999
23007966 DALLAS TX 75219 Primary SFR 360 80.0 6.875 6/1/1999
23008048 MAPLE GLEN PA 19002 Primary SFR 360 80.0 7.000 6/1/1999
23008170 ELLISVILLE MO 63021 Primary SFR 360 77.9 7.125 7/1/1999
23009087 ST LOUIS MO 63146 Primary PUD 360 70.8 7.125 7/1/1999
23009111 DANVILLE CA 94526 Primary PUD 360 80.0 7.375 6/1/1999
23009152 CHICAGO IL 60631 Primary SFR 360 74.0 7.000 8/1/1999
23009277 ELLISVILLE MO 63021 Primary PUD 360 75.4 7.125 7/1/1999
23009491 GIG HARBOR WA 98332 Primary PUD 360 90.0 7.125 7/1/1999
23010663 OVERLAND PA KS 66221 Primary PUD 360 80.0 7.125 6/1/1999
23010846 LENEXA KS 66215 Primary PUD 360 80.0 7.125 7/1/1999
23010952 AURORA CO 80015 Primary SFR 360 78.2 7.125 6/1/1999
23011463 DELAWARE OH 43015 Primary SFR 360 71.8 7.125 7/1/1999
23011596 PARK RIDGE IL 60068 Primary SFR 360 79.3 7.375 7/1/1999
23011646 LAKE FOREST IL 60045 Primary SFR 360 86.6 7.625 7/1/1999
23011653 DENVER CO 80209 Primary SFR 360 67.2 7.250 6/1/1999
23011935 RICHARDSON TX 75082 Primary PUD 360 80.0 7.125 6/1/1999
23012297 LOS ANGELES CA 90049 Primary SFR 360 65.0 7.125 7/1/1999
23012404 KILDEER IL 60047 Primary SFR 360 72.3 7.125 7/1/1999
23012602 NAPERVILLE IL 60565 Primary SFR 360 78.6 7.125 7/1/1999
23012735 PALOS PARK IL 60464 Primary SFR 360 60.0 7.125 7/1/1999
23012768 GARDNERVILL NV 89410 Primary SFR 360 65.7 7.250 7/1/1999
23012891 DALLAS TX 75252 Primary SFR 360 80.0 7.125 7/1/1999
23012917 ANDOVER MA 1810 Primary SFR 360 80.0 7.250 7/1/1999
23013774 STERLING VA 20164 Primary PUD 360 80.0 7.250 6/1/1999
23014202 HIGHLANDS R CO 80126 Primary PUD 360 95.0 7.250 7/1/1999
23014889 DALLAS TX 75230 Primary SFR 360 80.0 7.000 7/1/1999
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23112519 OAK PARK IL 60302 Primary SFR 360 80.0 7.000 7/1/1999
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28061075 SAN FRANCIS CA 94114 Primary Condo 360 80.0 7.000 7/1/1999
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28138840 GERMANTOWN TN 38138 Primary PUD 360 80.0 6.750 7/1/1999
28138931 LAGUNA HILL CA 92653 Primary SFR 360 57.1 7.125 7/1/1999
28139087 CAMARILLO CA 93012 Primary SFR 360 70.9 7.000 7/1/1999
28139368 HILTON HEAD SC 29926 Primary PUD 360 39.4 7.250 7/1/1999
28139723 GROVELAND CA 95321 Primary PUD 360 79.3 7.250 7/1/1999
28140507 ORINDA CA 94563 Primary SFR 360 80.0 7.625 7/1/1999
28140614 BRADENTON FL 34202 Primary PUD 360 80.0 7.000 7/1/1999
28140655 GARDNERVILL NV 89410 Primary SFR 360 78.2 7.250 7/1/1999
28140895 THOUSAND OA CA 91320 Primary PUD 360 80.0 7.000 7/1/1999
28141109 MISSION VIE CA 92692 Primary PUD 360 68.3 7.125 7/1/1999
28141158 REDONDO BEA CA 90278 Primary Condo 360 80.0 7.125 7/1/1999
28141182 CAMERON PAR CA 95682 Primary SFR 360 73.3 7.125 7/1/1999
28141208 HILTON HEAD SC 29928 Primary PUD 360 63.1 7.250 7/1/1999
28142529 CARY NC 27513 Primary PUD 360 80.0 7.250 7/1/1999
28142719 KANSAS CITY MO 64116 Primary PUD 360 53.7 7.250 7/1/1999
28143477 BOERNE TX 78015 Primary SFR 360 80.0 7.000 7/1/1999
28143774 SAN JOSE CA 95129 Primary SFR 360 55.0 7.375 7/1/1999
28143782 OAKLAND CA 94619 Primary SFR 360 65.8 7.125 7/1/1999
28144376 PALOS VERDE CA 90274 Primary SFR 360 73.0 7.125 7/1/1999
28144475 GRANITE BAY CA 95746 Primary SFR 360 68.1 7.250 7/1/1999
28144483 WOODLAND HI CA 91364 Primary SFR 360 70.6 7.625 7/1/1999
28144723 ALEXANDRIA VA 22314 Primary Condo 360 67.5 7.250 7/1/1999
28146520 ENCINO CA 91316 Primary SFR 360 75.0 7.125 7/1/1999
28147635 BELMONT CA 94002 Primary SFR 360 52.8 7.250 7/1/1999
28147643 MILLBRAE CA 94030 Primary SFR 360 70.0 7.250 7/1/1999
28148864 ROCKVILLE MD 20852 Primary SFR 360 80.0 7.125 7/1/1999
28149177 INCLINE VIL NV 89450 Secondary SFR 360 80.0 7.125 7/1/1999
28151553 ALAMO CA 94507 Primary SFR 360 69.9 7.375 7/1/1999
28151652 FREMONT CA 94536 Primary SFR 360 80.0 7.250 7/1/1999
28152536 CLIFTON VA 20124 Primary SFR 360 70.9 7.125 7/1/1999
28153047 SAN JOSE CA 95117 Primary SFR 360 59.3 7.375 7/1/1999
28153161 BETHESDA MD 20817 Primary SFR 360 80.0 7.000 7/1/1999
28153526 PALO ALTO CA 94303 Primary SFR 360 55.6 7.250 7/1/1999
28155075 OAKLAND CA 94618 Primary SFR 360 71.3 7.375 7/1/1999
28155109 ARLINGTON VA 22209 Primary Condo 360 80.0 7.000 7/1/1999
28155935 NORCROSS GA 30092 Primary SFR 360 80.0 7.375 7/1/1999
28157022 BETHESDA MD 20816 Primary SFR 360 80.0 6.875 7/1/1999
28157774 SAN JOSE CA 95124 Primary SFR 360 80.0 7.375 7/1/1999
28159044 SANTA ROSA CA 95404 Primary SFR 360 31.4 7.125 7/1/1999
28159234 LAFAYETTE CA 94549 Primary SFR 360 69.5 7.375 7/1/1999
28160646 SHERMAN OAK CA 91403 Primary SFR 360 74.3 7.250 7/1/1999
28161073 SUNNYVALE CA 94086 Primary SFR 360 64.5 7.375 7/1/1999
28163186 DALLAS TX 75230 Primary SFR 360 80.0 7.000 7/1/1999
28163939 FRANKLIN TN 37069 Primary SFR 360 80.0 7.000 8/1/1999
28164465 TORRANCE CA 90505 Primary SFR 360 89.7 7.250 7/1/1999
28165314 SANTA CLARA CA 95051 Primary SFR 360 90.0 7.750 7/1/1999
28166569 SAN JOSE CA 95125 Primary SFR 360 58.7 7.250 7/1/1999
28167021 SAN JOSE CA 95129 Primary SFR 360 71.2 7.250 7/1/1999
28171155 MARCO ISLAN FL 34145 Secondary SFR 360 73.4 7.250 7/1/1999
28171254 ALEXANDRIA VA 22314 Primary PUD 360 80.0 7.125 7/1/1999
28171718 SANTA MONIC CA 90405 Primary 2-Family 360 52.3 7.250 7/1/1999
28172153 OAKLAND CA 94611 Primary SFR 360 65.1 7.375 7/1/1999
28172328 SAN JOSE CA 95125 Primary Condo 360 90.0 7.625 8/1/1999
28172344 SUNNYVALE CA 94087 Primary SFR 360 70.0 7.250 7/1/1999
28173441 HUNTINGTON CA 92648 Primary SFR 360 80.0 7.375 7/1/1999
28173565 HILTON HEAD SC 29928 Secondary PUD 360 61.5 7.250 7/1/1999
28174571 SARATOGA CA 95070 Primary SFR 360 33.3 7.250 7/1/1999
28174746 SAN FRANCIS CA 94118 Primary SFR 360 62.8 7.125 7/1/1999
28176519 REDWOOD CIT CA 94062 Investor SFR 360 44.8 7.250 7/1/1999
28177657 CAMPBELL CA 95008 Primary SFR 360 74.4 7.375 7/1/1999
28178036 WALNUT CREE CA 94596 Primary SFR 360 69.8 7.375 7/1/1999
28178523 SAN JOSE CA 95121 Primary SFR 360 78.1 7.250 7/1/1999
28178853 DALLAS TX 75230 Primary SFR 360 73.2 7.250 7/1/1999
28179190 SAN DIEGO CA 92131 Primary SFR 360 75.2 7.250 7/1/1999
28180958 LAGUNA NIGU CA 92677 Primary SFR 360 51.3 7.125 7/1/1999
28181022 ORANGE CA 92867 Primary PUD 360 79.0 7.250 7/1/1999
28181030 ARLINGTON VA 22205 Primary SFR 360 80.0 7.125 7/1/1999
28181055 ARCADIA CA 91006 Primary SFR 360 69.3 7.125 7/1/1999
28181089 DEL MAR CA 92014 Primary Condo 360 66.1 6.875 7/1/1999
28181212 MUKILTEO WA 98275 Primary SFR 360 79.4 7.000 7/1/1999
28181469 MOUNT PLEAS SC 29464 Primary PUD 360 80.0 7.000 7/1/1999
28181584 SAN JOSE CA 95131 Primary SFR 360 69.5 7.125 7/1/1999
28183143 MCLEAN VA 22101 Primary SFR 360 38.1 7.000 7/1/1999
28183812 MIAMI FL 33173 Primary SFR 360 87.7 6.875 7/1/1999
28183960 TORRANCE CA 90504 Primary SFR 360 79.9 7.125 7/1/1999
28185635 SAN JOSE CA 95132 Primary SFR 360 69.3 7.250 7/1/1999
28185692 MORAGA CA 94556 Primary SFR 360 78.0 7.250 7/1/1999
28186468 DANVILLE CA 94506 Primary SFR 360 53.8 7.000 7/1/1999
28186484 GLENDALE CA 91207 Primary SFR 360 80.0 6.875 7/1/1999
28186641 COTO DE CAZ CA 92679 Primary SFR 360 65.9 7.250 7/1/1999
28186732 CARLSBAD CA 92008 Primary PUD 360 80.0 7.125 7/1/1999
28187581 SAN JOSE CA 95111 Primary SFR 360 95.0 7.625 7/1/1999
28187995 FREMONT CA 94539 Primary PUD 360 69.8 7.125 7/1/1999
28188324 RANCHO SANT CA 92067 Primary PUD 360 32.7 6.875 7/1/1999
28188720 DANVILLE CA 94526 Primary SFR 360 75.0 7.000 7/1/1999
28188746 SAN MATEO CA 94403 Primary SFR 360 68.3 7.125 7/1/1999
28188795 SAN RAFAEL CA 94901 Primary SFR 360 70.0 7.250 7/1/1999
28188928 WALNUT CREE CA 94596 Primary SFR 360 61.5 7.125 7/1/1999
28189025 LAFAYETTE CA 94549 Primary SFR 360 62.6 7.125 7/1/1999
28189132 SARATOGA CA 95070 Primary SFR 360 59.8 7.250 7/1/1999
28191088 SAN JOSE CA 95132 Primary SFR 360 75.0 7.375 7/1/1999
28191211 CAMERON PAR CA 95682 Primary SFR 360 80.0 7.000 7/1/1999
28191377 DANVILLE CA 94526 Primary SFR 360 80.0 7.250 7/1/1999
28191823 SAN JOSE CA 95135 Primary SFR 360 80.0 7.250 7/1/1999
28192235 SAN FRANCIS CA 94116 Primary SFR 360 79.9 7.000 7/1/1999
28192722 HILTON HEAD SC 29928 Secondary PUD 360 77.9 7.250 7/1/1999
28193472 CAMPBELL CA 95008 Investor PUD 360 80.0 7.500 7/1/1999
28193829 WASHINGTON DC 20016 Primary Townhouse 360 80.0 7.125 7/1/1999
28194660 CORONA DEL CA 92625 Primary Condo 360 47.7 7.250 7/1/1999
28195006 SAN DIEGO CA 92037 Secondary Condo 360 57.4 7.250 7/1/1999
28197002 MOUNT PLEAS SC 29464 Primary PUD 360 77.4 7.000 7/1/1999
28197366 HENDERSONVI TN 37075 Primary PUD 360 67.8 7.125 7/1/1999
28197895 GREENBRAE CA 94904 Primary SFR 360 70.0 7.125 7/1/1999
28198273 PALO ALTO CA 94301 Primary SFR 360 80.0 7.250 7/1/1999
28198828 MIAMI FL 33157 Primary PUD 360 80.0 6.875 7/1/1999
28199594 SAN FRANCIS CA 94132 Primary SFR 360 62.9 7.375 7/1/1999
28200491 SAN JOSE CA 95128 Primary PUD 360 61.9 7.375 7/1/1999
28200913 ORINDA CA 94563 Primary SFR 360 75.0 7.375 7/1/1999
28201523 AUSTIN TX 78703 Primary SFR 360 75.8 7.250 7/1/1999
28201796 ATLANTA GA 30306 Primary SFR 360 68.4 7.125 7/1/1999
28202828 SAN FRANCIS CA 94114 Primary SFR 360 68.8 7.000 7/1/1999
28203214 IRVINE CA 92612 Primary PUD 360 67.7 7.000 7/1/1999
28203248 CALABASAS CA 91302 Primary SFR 360 58.4 7.250 7/1/1999
28203560 ATLANTA GA 30306 Primary SFR 360 80.0 7.125 7/1/1999
28204758 LOS ANGELES CA 90019 Primary SFR 360 79.3 7.375 7/1/1999
28205110 OAKLAND CA 94618 Primary SFR 360 72.6 7.125 7/1/1999
28205441 WEST HILLS CA 91304 Primary SFR 360 71.3 7.375 7/1/1999
28205920 NAPA CA 94558 Primary SFR 360 79.7 7.250 7/1/1999
28207603 ORLANDO FL 32812 Primary PUD 360 44.8 7.250 7/1/1999
28208841 WASHINGTON DC 20015 Primary SFR 360 70.0 7.250 7/1/1999
28208999 SAN JOSE CA 95129 Investor SFR 360 63.3 7.250 7/1/1999
28209344 MANHATTAN B CA 90266 Primary SFR 360 80.0 7.000 7/1/1999
28209484 ORINDA CA 94563 Primary SFR 360 67.4 7.000 7/1/1999
28209567 LIVERMORE CA 94550 Primary SFR 360 76.9 7.125 7/1/1999
28209716 MOUNT PLEAS SC 29464 Primary PUD 360 80.0 7.250 8/1/1999
28209781 LONGWOOD FL 32779 Primary SFR 360 80.0 7.625 7/1/1999
28209872 WESTON FL 33327 Primary PUD 360 75.0 7.250 7/1/1999
28211555 WALNUT CREE CA 94596 Primary SFR 360 55.0 7.500 7/1/1999
28212181 WALNUT CREE CA 94598 Primary SFR 360 69.3 7.500 7/1/1999
28212702 SAN RAFAEL CA 94901 Primary SFR 360 75.0 7.125 7/1/1999
28212744 LIVERMORE CA 94550 Primary SFR 360 80.0 7.250 7/1/1999
28212819 MORAGA CA 94556 Primary SFR 360 64.3 7.250 7/1/1999
28212843 SAN JOSE CA 95131 Primary SFR 360 80.0 7.250 8/1/1999
28213015 SARATOGA CA 95070 Primary SFR 360 44.8 7.250 7/1/1999
28213064 LA JOLLA CA 92037 Primary PUD 360 68.4 7.250 7/1/1999
28214872 ALBUQUERQUE NM 87107 Primary SFR 360 62.5 7.125 7/1/1999
28215226 SAN JOSE CA 95131 Primary SFR 360 80.0 7.125 7/1/1999
28215341 MORAGA CA 94556 Primary SFR 360 55.1 7.375 7/1/1999
28215671 LOS ANGELES CA 90036 Investor SFR 360 68.2 7.375 7/1/1999
28215721 SANTA CRUZ CA 95062 Primary SFR 360 80.0 7.125 7/1/1999
28215937 SAN MATEO CA 94402 Primary SFR 360 56.6 7.375 7/1/1999
28216646 MCLEAN VA 22101 Primary SFR 360 80.0 7.000 7/1/1999
28217040 SNOHOMISH WA 98290 Primary SFR 360 62.7 7.250 7/1/1999
28217826 PALO ALTO CA 94303 Primary SFR 360 20.8 7.125 7/1/1999
28217859 DANVILLE CA 94526 Primary SFR 360 50.6 7.125 7/1/1999
28218568 RANCHO MIRA CA 92270 Primary SFR 360 71.7 7.125 7/1/1999
28218865 SAN RAMON CA 94583 Primary PUD 360 69.9 7.125 7/1/1999
28218998 ALBANY CA 94706 Primary SFR 360 80.0 6.875 7/1/1999
28219707 RIVERSIDE CA 92506 Primary SFR 360 67.9 7.125 7/1/1999
28219731 KENTFIELD CA 94904 Primary SFR 360 70.0 7.250 7/1/1999
28219780 SAN MATEO CA 94403 Primary SFR 360 70.0 7.125 7/1/1999
28219814 BELMONT CA 94002 Primary SFR 360 68.8 7.125 7/1/1999
28219848 ST PETERSBU FL 33703 Primary SFR 360 80.0 7.000 8/1/1999
28221349 JACKSONVILL FL 32250 Primary SFR 360 76.7 7.250 7/1/1999
28222032 MORGAN HILL CA 95037 Primary SFR 360 73.4 7.000 7/1/1999
28222511 ESCONDIDO CA 92025 Primary SFR 360 75.0 7.625 7/1/1999
28223063 BERKELEY CA 94707 Primary SFR 360 75.0 7.000 7/1/1999
28224236 CARNATION WA 98014 Primary SFR 360 76.7 6.875 7/1/1999
28224749 WESTON FL 33327 Primary SFR 360 76.2 7.375 7/1/1999
28225118 ALEXANDRIA VA 22302 Primary SFR 360 69.6 7.125 7/1/1999
28225985 PALO ALTO CA 94303 Primary SFR 360 70.0 7.375 7/1/1999
28226074 PLEASANT HI CA 94523 Primary SFR 360 68.5 7.375 7/1/1999
28226165 LOS GATOS CA 95035 Primary SFR 360 53.3 7.250 7/1/1999
28226264 ALAMO CA 94507 Primary SFR 360 63.3 7.375 7/1/1999
28226280 SAN FRANCIS CA 94133 Primary Condo 360 68.5 7.375 7/1/1999
28226306 PLEASANTON CA 94566 Primary SFR 360 44.3 7.375 7/1/1999
28229649 WASHINGTON DC 20007 Primary SFR 360 80.0 7.125 7/1/1999
28230324 AMELIA ISLA FL 32034 Secondary Condo 360 75.0 7.500 7/1/1999
28231884 MIAMI FL 33176 Primary SFR 360 59.3 7.375 7/1/1999
28232007 ATLANTA GA 30306 Primary SFR 360 66.0 7.125 7/1/1999
28233997 YORKTOWN VA 23693 Primary PUD 360 80.0 7.125 8/1/1999
28234508 BRENTWOOD TN 37027 Primary SFR 360 63.3 6.875 7/1/1999
28235216 ATLANTA GA 30319 Primary SFR 360 52.1 7.250 8/1/1999
28235448 POTOMAC MD 20854 Primary SFR 360 79.4 7.125 7/1/1999
28235539 OAKTON VA 22124 Primary SFR 360 67.4 7.250 7/1/1999
28237717 COROLLA NC 27927 Secondary SFR 360 60.7 7.000 7/1/1999
28238459 WASHINGTON DC 20008 Primary SFR 360 80.0 7.125 7/1/1999
28239077 WASHINGTON DC 20016 Primary SFR 360 55.2 6.875 7/1/1999
28244309 SURFSIDE BE SC 29575 Secondary PUD 360 80.0 6.875 7/1/1999
28247229 COROLLA NC 27927 Secondary PUD 360 63.5 7.000 7/1/1999
28248730 HOLLY SPRIN NC 27540 Primary PUD 360 75.0 7.125 7/1/1999
28249746 MORRISVILLE NC 27560 Primary PUD 360 90.0 7.250 7/1/1999
28251957 HOLDEN BEAC NC 28462 Secondary SFR 360 59.8 7.250 7/1/1999
28251981 SALVO NC 27972 Secondary SFR 360 80.0 7.000 7/1/1999
28254720 ATLANTA GA 30327 Primary SFR 360 80.0 7.250 7/1/1999
28255032 BLYTHEWOOD SC 29016 Primary SFR 360 76.0 7.250 8/1/1999
28256634 WASHINGTON DC 20007 Primary Townhouse 360 80.0 6.875 7/1/1999
28262970 ROSWELL GA 30076 Primary PUD 360 95.0 7.250 7/1/1999
28277549 SANTA FE NM 87505 Primary SFR 360 80.0 7.000 8/1/1999
28302230 WASHINGTON DC 20002 Primary Townhouse 360 80.0 7.375 7/1/1999
28303709 TULSA OK 74136 Primary SFR 360 80.0 7.375 7/1/1999
23081714 CARROLLTON TX 75007 Primary SFR 360 80.0 7.375 7/1/1999
22616841 EAGAN MN 55122 Primary SFR 332 78.1 6.875 11/1/1998
22620371 DARIEN IL 60561 Primary SFR 354 66.0 7.125 11/1/1998
22865984 ATLANTA GA 30318 Primary SFR 360 80.0 7.000 5/1/1999
22906572 GAINESVILLE GA 30506 Primary PUD 360 80.0 6.875 5/1/1999
22950901 MONETA VA 24121 Primary SFR 360 73.5 7.000 5/1/1999
22965313 LEWIS CENTE OH 43035 Primary SFR 360 80.0 7.250 6/1/1999
22989016 SEWELL NJ 8080 Primary SFR 360 90.0 7.250 6/1/1999
22995856 DESTIN FL 32541 Secondary PUD 360 75.6 7.000 7/1/1999
23010002 FRISCO TX 75035 Primary PUD 360 80.0 7.000 6/1/1999
23024862 DALLAS TX 75252 Primary PUD 360 80.0 7.000 6/1/1999
23032535 PFLUGERVILL TX 78660 Primary PUD 360 80.0 7.250 7/1/1999
23059397 POCASSET MA 2559 Secondary SFR 360 75.0 7.375 7/1/1999
22932537 ELLICOTT MD 21042 Primary PUD 360 73.3 7.250 7/1/1999
23002298 ALEXANDRIA VA 22306 Primary SFR 360 80.0 7.375 7/1/1999
23020217 GLEN ARM MD 21057 Primary SFR 360 75.0 7.250 7/1/1999
23020415 ELLICOTT CI MD 21042 Primary SFR 360 80.0 7.375 8/1/1999
23029952 ELLICOTT CI MD 21042 Primary SFR 360 79.6 7.250 8/1/1999
23048036 VIRGINIA BE VA 23455 Primary SFR 360 80.0 7.250 7/1/1999
</TABLE>
<TABLE>
LOAN# MATDT PANDI PTDATE ORIG BAL ACT BALANCE SCHED BALANCE PURP DOC
- ----- ----- ----- ------ -------- ----------- ------------- ---- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C>
21597521 1/1/2029 2021.16 7/1/1999 $300,000 $298,786.12 298,539.00 C/O REFI FULL
21903091 6/1/2028 1600.76 7/1/1999 $237,600 $235,161.97 234,957.48 PURCH FULL
22030175 5/1/2029 1940.31 7/1/1999 $288,000 $287,769.69 287,538.01 R/T REFI FULL
22082929 6/1/2029 2021.16 7/1/1999 $300,000 $299,760.09 299,760.09 R/T REFI FULL
22317127 12/1/2028 1580.17 7/1/1999 $250,000 $248,625.48 248,392.03 R/T REFI FULL
22357628 11/1/2027 3318.98 7/1/1999 $462,950 $441,686.59 441,220.17 PURCH FULL
22365290 2/1/2029 2131.08 7/1/1999 $324,400 $323,300.44 323,021.60 R/T REFI FULL
22385520 12/1/2028 2956.18 7/1/1999 $450,000 $447,698.94 447,307.70 R/T REFI FULL
22416499 11/1/2028 1836.41 7/1/1999 $286,800 $284,999.14 284,736.16 PURCH FULL
22476097 5/1/2029 2273.74 7/1/1999 $355,100 $354,786.71 354,471.69 PURCH FULL
22507859 9/1/2028 1888.27 7/1/1999 $276,800 $274,808.94 274,580.97 PURCH FULL
22511109 12/1/2028 1775.54 7/1/1999 $273,750 $272,315.78 272,072.02 R/T REFI FULL
22590897 11/1/2028 2690.48 7/1/1999 $404,400 $402,038.64 401,693.39 PURCH FULL
22605372 11/1/2028 2659.1 7/1/1999 $385,000 $382,911.13 382,605.34 PURCH FULL
22618797 2/1/2029 1530.69 7/1/1999 $227,200 $226,414.48 226,228.13 PURCH FULL
22633382 1/1/2029 1921.44 7/1/1999 $265,000 $264,076.07 263,887.63 PURCH FULL
22640262 1/1/2029 2389.52 7/1/1999 $337,600 $336,354.54 336,102.27 R/T REFI FULL
22644124 6/1/2029 2237.54 7/1/1999 $328,000 $327,744.13 327,744.13 PURCH FULL
22713192 3/1/2029 1607.99 7/1/1999 $254,400 $253,472.53 253,472.53 PURCH FULL
22735062 2/1/2029 1889.46 7/1/1999 $284,000 $283,060.65 282,822.38 R/T REFI FULL
22740864 6/1/2029 2489.61 7/1/1999 $364,950 $364,950.00 364,665.30 PURCH FULL
22751465 3/1/2029 1748.84 7/1/1999 $269,633 $268,845.18 268,608.59 PURCH FULL
22766679 6/1/2029 1728.84 7/1/1999 $270,000 $270,000.00 269,761.79 PURCH FULL
22781009 3/1/2029 1773.71 7/1/1999 $270,000 $269,315.60 269,084.84 PURCH FULL
22789382 6/1/2029 3557.23 7/1/1999 $528,000 $528,000.00 527,577.77 R/T REFI FULL
22791685 6/1/2029 2281.19 7/1/1999 $326,250 $326,250.00 326,007.87 C/O REFI FULL
22797492 5/1/2029 1914.74 7/1/1999 $287,800 $287,326.81 287,326.81 PURCH FULL
22802664 2/1/2029 2881.4 7/1/1999 $450,000 $448,398.68 447,992.81 PURCH FULL
22803951 5/1/2029 2374.55 7/1/1999 $343,800 $343,538.39 343,275.17 R/T REFI FULL
22803993 5/1/2029 2236.08 7/1/1999 $331,900 $331,634.58 331,367.58 PURCH FULL
22807713 2/1/2029 2356.69 7/1/1999 $363,350 $362,088.00 361,768.06 PURCH FULL
22813786 2/1/2029 1812.84 7/1/1999 $279,500 $278,529.23 278,283.12 PURCH FULL
22826143 6/1/2029 1752.69 7/1/1999 $266,800 $266,800.00 266,575.85 R/T REFI FULL
22843577 6/1/2029 1933.9 7/1/1999 $280,000 $280,000.00 279,786.93 R/T REFI FULL
22846570 5/1/2029 2794.28 7/1/1999 $420,000 $419,655.72 419,309.43 R/T REFI FULL
22849475 3/1/2029 1880.31 7/1/1999 $282,625 $281,740.94 281,504.12 PURCH FULL
22864532 6/1/2029 3312.31 7/1/1999 $485,550 $485,550.00 485,171.22 R/T REFI FULL
22869820 5/1/2029 1916.92 7/1/1999 $281,000 $280,780.79 280,560.25 PURCH FULL
22871214 6/1/2029 3076.55 7/1/1999 $440,000 $440,000.00 439,673.45 PURCH FULL
22887004 5/1/2029 2271.65 7/1/1999 $333,000 $332,353.37 332,353.37 R/T REFI FULL
22895692 5/1/2029 1666.93 7/1/1999 $238,400 $238,045.03 238,045.03 PURCH FULL
22895932 6/1/2029 2649.43 7/1/1999 $383,600 $383,600.00 383,308.11 PURCH FULL
22898795 10/1/2028 1908.09 7/1/1999 $286,800 $284,880.43 284,634.14 R/T REFI FULL
22900021 5/1/2029 2182.96 7/1/1999 $320,000 $319,750.37 319,499.24 PURCH FULL
22900096 6/1/2029 1718.06 7/1/1999 $251,850 $251,653.53 251,653.53 R/T REFI FULL
22903926 5/1/2029 833.96 7/1/1999 $122,250 $122,058.69 122,058.69 PURCH FULL
22905400 5/1/2029 2624.57 7/1/1999 $380,000 $379,710.85 379,419.92 PURCH FULL
22905491 6/1/2029 2217.08 7/1/1999 $325,000 $325,000.00 324,746.46 PURCH FULL
22905830 5/1/2029 2025.06 7/1/1999 $293,200 $292,976.90 292,752.43 PURCH FULL
22908222 5/1/2029 1877.95 7/1/1999 $271,900 $271,693.10 271,484.93 PURCH FULL
22910251 5/1/2029 1859.47 7/1/1999 $276,000 $275,779.28 275,557.25 PURCH FULL
22911713 6/1/2029 3615.54 7/1/1999 $530,000 $529,586.54 529,586.54 PURCH FULL
22911903 6/1/2029 3570.71 7/1/1999 $530,000 $529,576.17 529,576.17 PURCH FULL
22912265 4/1/2029 2353.51 7/1/1999 $345,000 $344,460.11 344,187.71 C/O REFI FULL
22914931 5/1/2029 2046.53 7/1/1999 $300,000 $299,765.97 299,530.53 PURCH FULL
22915839 5/1/2029 3171.58 7/1/1999 $459,200 $458,850.59 458,499.03 PURCH FULL
22915920 5/1/2029 2510.41 7/1/1999 $368,000 $367,712.92 367,424.11 R/T REFI FULL
22918965 5/1/2029 2113.67 7/1/1999 $321,750 $321,479.69 321,207.83 C/O REFI FULL
22919039 5/1/2029 1965.19 7/1/1999 $277,650 $277,246.81 277,246.81 PURCH FULL
22919609 6/1/2029 2375.93 7/1/1999 $344,000 $344,000.00 343,738.24 R/T REFI FULL
22920292 5/1/2029 3452.69 7/1/1999 $499,900 $499,136.88 499,136.88 PURCH FULL
22922140 6/1/2029 2046.53 7/1/1999 $300,000 $300,000.00 299,765.97 R/T REFI FULL
22923080 6/1/2029 2728.71 7/1/1999 $400,000 $399,687.96 399,687.96 C/O REFI FULL
22923262 6/1/2029 1649.95 7/1/1999 $248,000 $248,000.00 247,796.72 PURCH FULL
22927172 5/1/2029 1760.57 7/1/1999 $268,000 $267,548.41 267,548.41 PURCH FULL
22931455 6/1/2029 2046.53 7/1/1999 $300,000 $299,765.97 299,765.97 PURCH FULL
22932230 5/1/2029 2075.74 7/1/1999 $312,000 $311,744.26 311,487.03 PURCH FULL
22932750 5/1/2029 2008.33 7/1/1999 $294,400 $294,170.34 293,939.29 PURCH FULL
22932800 5/1/2029 2097.7 7/1/1999 $307,500 $307,260.11 307,018.77 PURCH FULL
22935357 5/1/2029 2455.84 7/1/1999 $360,000 $359,436.62 359,436.62 R/T REFI FULL
22936488 6/1/2029 2528.15 7/1/1999 $380,000 $379,688.52 379,688.52 PURCH FULL
22937486 6/1/2029 2040.73 7/1/1999 $299,150 $299,150.00 298,916.63 PURCH FULL
22939383 5/1/2029 1702.57 7/1/1999 $262,500 $262,500.00 262,046.71 PURCH FULL
22941132 6/1/2029 1793.78 7/1/1999 $266,250 $266,250.00 266,037.08 PURCH FULL
22941157 6/1/2029 2155.59 7/1/1999 $324,000 $324,000.00 323,734.41 R/T REFI FULL
22941181 6/1/2029 2674.13 7/1/1999 $392,000 $391,694.20 391,694.20 PURCH FULL
22941231 6/1/2029 1554.15 7/1/1999 $233,600 $233,600.00 233,408.52 PURCH FULL
22942239 6/1/2029 3094.22 7/1/1999 $448,000 $448,000.00 447,659.11 R/T REFI FULL
22943286 6/1/2029 1560.34 7/1/1999 $231,600 $231,414.79 231,414.79 PURCH FULL
22944540 6/1/2029 4370.09 7/1/1999 $625,000 $624,536.16 624,536.16 R/T REFI FULL
22945752 6/1/2029 1825.85 7/1/1999 $267,650 $267,650.00 267,441.20 PURCH FULL
22946495 6/1/2029 2293.04 7/1/1999 $332,000 $332,000.00 331,747.38 PURCH FULL
22949317 5/1/2029 2282.56 7/1/1999 $338,800 $338,529.07 338,256.53 PURCH FULL
22949481 4/1/2029 1652.95 7/1/1999 $248,450 $247,941.49 247,734.87 PURCH FULL
22949895 4/1/2029 1883.75 7/1/1999 $286,750 $286,009.09 285,517.37 R/T REFI FULL
22950182 6/1/2029 2319.98 7/1/1999 $335,900 $335,644.41 335,644.41 PURCH FULL
22953780 6/1/2029 2632.54 7/1/1999 $376,500 $376,220.59 376,220.59 R/T REFI FULL
22954093 5/1/2029 3045.23 7/1/1999 $446,400 $446,051.77 445,701.44 C/O REFI FULL
22954408 6/1/2029 3093.66 7/1/1999 $465,000 $465,000.00 464,618.84 R/T REFI FULL
22954515 5/1/2029 2264.95 7/1/1999 $320,000 $319,768.39 319,535.30 PURCH FULL
22955090 5/1/2029 1455.24 7/1/1999 $216,000 $215,827.26 215,653.49 PURCH FULL
22955165 6/1/2029 1964.79 7/1/1999 $281,000 $281,000.00 280,791.46 C/O REFI FULL
22955801 5/1/2029 2444.92 7/1/1999 $358,400 $358,120.41 357,839.13 PURCH FULL
22957443 6/1/2029 2573.11 7/1/1999 $368,000 $368,000.00 367,726.89 PURCH FULL
22959175 5/1/2029 1944.88 7/1/1999 $285,100 $284,877.59 284,653.85 PURCH FULL
22959589 6/1/2029 2659.55 7/1/1999 $399,750 $399,750.00 399,422.33 C/O REFI FULL
22959654 5/1/2029 2399.49 7/1/1999 $369,950 $369,311.17 369,311.17 PURCH FULL
22960991 6/1/2029 888.63 7/1/1999 $131,900 $131,794.53 131,794.53 PURCH FULL
22961171 5/1/2029 2007.68 7/1/1999 $298,000 $297,761.70 297,521.98 PURCH FULL
22963656 5/1/2029 2831.17 7/1/1999 $400,000 $399,710.50 399,419.16 C/O REFI FULL
22963805 6/1/2029 1940.31 7/1/1999 $288,000 $288,000.00 287,769.69 PURCH FULL
22963813 6/1/2029 2863.3 7/1/1999 $425,000 $425,000.00 424,660.14 PURCH FULL
22965347 6/1/2029 2193.3 7/1/1999 $325,550 $325,289.65 325,289.65 PURCH FULL
22965511 6/1/2029 2021.16 7/1/1999 $300,000 $299,760.09 299,760.09 PURCH FULL
22965529 6/1/2029 3576.67 7/1/1999 $537,600 $537,600.00 537,159.33 PURCH FULL
22965933 6/1/2029 3113.62 7/1/1999 $468,000 $467,616.38 467,616.38 PURCH FULL
22966576 6/1/2029 2225.61 7/1/1999 $326,250 $325,995.15 325,995.15 PURCH FULL
22966675 5/1/2029 2160.8 7/1/1999 $316,750 $316,502.90 316,254.31 PURCH FULL
22967301 5/1/2029 1862.85 7/1/1999 $280,000 $279,770.48 279,539.62 PURCH FULL
22967681 6/1/2029 1710.57 7/1/1999 $253,900 $253,900.00 253,696.96 PURCH FULL
22967855 5/1/2029 2578.63 7/1/1999 $378,000 $377,705.12 377,408.46 PURCH FULL
22968150 6/1/2029 1989.14 7/1/1999 $288,000 $288,000.00 287,780.86 R/T REFI FULL
22969083 6/1/2029 3418.85 7/1/1999 $495,000 $495,000.00 494,623.34 R/T REFI FULL
22970909 6/1/2029 2031.7 7/1/1999 $297,825 $297,592.66 297,592.66 PURCH FULL
22971097 5/1/2029 1596.3 7/1/1999 $234,000 $233,817.45 233,633.80 PURCH FULL
22971964 6/1/2029 2387.62 7/1/1999 $350,000 $350,000.00 349,726.96 PURCH FULL
22973028 5/1/2029 1960.99 7/1/1999 $267,250 $267,070.68 266,890.16 PURCH FULL
22973432 6/1/2029 2178.75 7/1/1999 $311,600 $311,600.00 311,368.75 PURCH FULL
22975940 5/1/2029 1886.41 7/1/1999 $280,000 $279,340.09 279,112.26 PURCH FULL
22977037 6/1/2029 2117.66 7/1/1999 $318,300 $318,300.00 318,039.09 PURCH FULL
22977045 6/1/2029 2333.04 7/1/1999 $342,000 $342,000.00 341,733.21 PURCH FULL
22977359 5/1/2029 1491.86 7/1/1999 $216,000 $215,835.64 215,670.27 PURCH FULL
22978043 5/1/2029 2633.89 7/1/1999 $381,350 $381,059.82 380,767.86 PURCH FULL
22978365 6/1/2029 3326.51 7/1/1999 $500,000 $500,000.00 499,590.16 PURCH FULL
22979595 6/1/2029 3368.59 7/1/1999 $500,000 $500,000.00 499,600.16 PURCH FULL
22980254 5/1/2029 4324.47 7/1/1999 $650,000 $649,467.20 648,931.29 R/T REFI FULL
22980908 6/1/2029 1981.55 7/1/1999 $286,900 $286,900.00 286,681.69 PURCH FULL
22981518 5/1/2029 4434.15 7/1/1999 $650,000 $649,263.10 648,751.58 R/T REFI FULL
22982532 6/1/2029 1990.84 7/1/1999 $295,500 $295,500.00 295,263.69 R/T REFI FULL
22982722 6/1/2029 2560.13 7/1/1999 $380,000 $379,696.12 379,696.12 PURCH FULL
22983217 5/1/2029 2128.97 7/1/1999 $320,000 $319,737.70 319,473.87 PURCH FULL
22983274 6/1/2029 2767.66 7/1/1999 $416,000 $416,000.00 415,659.01 R/T REFI FULL
22984587 6/1/2029 2128.96 7/1/1999 $316,000 $315,747.29 315,747.29 PURCH FULL
22984918 6/1/2029 1719.33 7/1/1999 $255,200 $254,983.84 254,983.84 PURCH FULL
22985261 5/1/2029 4006.94 7/1/1999 $594,750 $594,274.39 593,795.95 PURCH FULL
22985600 5/1/2029 1704.76 7/1/1999 $249,900 $249,498.41 249,498.41 PURCH FULL
22985808 6/1/2029 1982.41 7/1/1999 $290,600 $290,373.30 290,373.30 C/O REFI FULL
22987242 6/1/2029 2088.53 7/1/1999 $310,000 $310,000.00 309,752.10 R/T REFI FULL
22987382 5/1/2029 2472.21 7/1/1999 $362,400 $362,117.29 361,832.87 PURCH FULL
22987572 6/1/2029 1645.89 7/1/1999 $247,390 $247,390.00 247,187.22 PURCH FULL
22989420 5/1/2029 1889.98 7/1/1999 $270,300 $270,099.40 269,897.54 PURCH FULL
22989495 6/1/2024 2364.77 7/1/1999 $320,000 $319,635.23 319,635.23 C/O REFI FULL
22989503 6/1/2029 2695.89 7/1/1999 $400,150 $397,030.00 397,030.00 R/T REFI FULL
22989743 6/1/2029 1995.91 7/1/1999 $300,000 $300,000.00 299,754.09 PURCH FULL
22989941 6/1/2029 2021.16 7/1/1999 $300,000 $299,760.09 299,760.09 PURCH FULL
22989966 6/1/2029 3113.62 7/1/1999 $468,000 $468,000.00 467,616.38 PURCH FULL
22990576 6/1/2029 2047.8 7/1/1999 $307,800 $307,800.00 307,547.70 PURCH FULL
22991012 6/1/2029 1740.86 7/1/1999 $265,000 $264,777.37 264,777.37 PURCH FULL
22991467 6/1/2029 4407.85 7/1/1999 $630,400 $630,400.00 629,932.15 PURCH FULL
22991905 6/1/2029 2449.11 7/1/1999 $377,600 $377,600.00 377,274.89 R/T REFI FULL
22992234 5/1/2029 2857.47 7/1/1999 $429,500 $428,793.84 428,793.84 C/O REFI FULL
22992580 5/1/2029 1704.24 7/1/1999 $246,750 $246,561.14 246,372.22 C/O REFI FULL
22992689 5/1/2029 3271.91 7/1/1999 $485,650 $485,261.64 484,870.97 R/T REFI FULL
22992820 6/1/2029 1986.5 7/1/1999 $291,200 $291,200.00 290,972.83 R/T REFI FULL
22992846 5/1/2029 1596.73 7/1/1999 $240,000 $239,803.27 239,605.39 PURCH FULL
22992887 5/1/2029 2021.16 7/1/1999 $300,000 $299,760.09 299,518.76 PURCH FULL
22993216 6/1/2029 3448.88 7/1/1999 $525,000 $525,000.00 524,558.93 C/O REFI FULL
22994503 6/1/2029 1801.64 7/1/1999 $270,800 $270,578.03 270,578.03 PURCH FULL
22994768 6/1/2029 2036.48 7/1/1999 $310,000 $310,000.00 309,739.56 PURCH FULL
22995815 5/1/2029 3448.88 7/1/1999 $525,000 $524,558.93 524,115.34 R/T REFI FULL
22997423 5/1/2029 1995.91 7/1/1999 $300,000 $299,754.09 299,506.75 PURCH FULL
22997514 5/1/2029 1970.63 7/1/1999 $292,500 $292,222.09 291,986.53 PURCH FULL
22997530 6/1/2029 2044.4 7/1/1999 $296,000 $296,000.00 295,774.77 R/T REFI FULL
22997555 6/1/2029 1751.67 7/1/1999 $260,000 $260,000.00 259,792.08 PURCH FULL
22997860 5/1/2029 3368.59 7/1/1999 $500,000 $499,600.16 499,197.95 C/O REFI FULL
22997936 6/1/2029 1953.78 7/1/1999 $290,000 $289,768.10 289,768.10 R/T REFI FULL
22998199 6/1/2029 2494.88 7/1/1999 $375,000 $374,692.62 374,692.62 C/O REFI FULL
22998207 5/1/2029 1905.43 7/1/1999 $286,400 $286,165.24 285,929.11 PURCH FULL
22998710 6/1/2029 2051.13 7/1/1999 $308,300 $308,300.00 308,047.29 PURCH FULL
22998728 6/1/2029 1739.55 7/1/1999 $255,000 $255,000.00 254,801.08 R/T REFI FULL
22998777 6/1/2029 5926.07 7/1/1999 $868,700 $868,700.00 868,022.33 R/T REFI FULL
22998975 5/1/2029 2484.14 7/1/1999 $383,000 $382,670.24 382,338.62 R/T REFI FULL
22999296 5/1/2029 2075.74 7/1/1999 $312,000 $311,487.03 311,487.03 PURCH FULL
22999767 7/1/2029 1418.93 7/1/1999 $208,000 $208,000.00 208,000.00 PURCH FULL
22999866 5/1/2029 2627.72 7/1/1999 $400,000 $399,663.95 399,325.97 PURCH FULL
23000136 5/1/2029 1163.51 7/1/1999 $172,700 $172,561.89 172,422.97 PURCH FULL
23000797 6/1/2029 1752.36 7/1/1999 $266,750 $266,525.90 266,525.90 PURCH FULL
23000870 6/1/2029 1995.91 7/1/1999 $300,000 $300,000.00 299,754.09 PURCH FULL
23001472 5/1/2029 1724.72 7/1/1999 $256,000 $255,795.28 255,589.34 PURCH FULL
23001951 5/1/2029 1841.56 7/1/1999 $276,800 $276,573.11 276,344.89 PURCH FULL
23002116 6/1/2029 2688.14 7/1/1999 $399,000 $398,680.92 398,680.92 R/T REFI FULL
23002124 5/1/2029 2245.4 7/1/1999 $337,500 $336,945.09 336,945.09 PURCH FULL
23002397 5/1/2029 2007.28 7/1/1999 $297,940 $297,701.74 297,462.06 PURCH FULL
23002702 5/1/2029 3153 7/1/1999 $468,000 $467,306.75 466,928.38 R/T REFI FULL
23003064 5/1/2029 1882.81 7/1/1999 $276,000 $275,784.69 275,568.08 PURCH FULL
23004542 6/1/2029 2783.28 7/1/1999 $408,000 $408,000.00 407,681.72 R/T REFI FULL
23006372 6/1/2029 1929.38 7/1/1999 $290,000 $290,000.00 289,762.29 C/O REFI FULL
23006570 6/1/2029 2342.37 7/1/1999 $335,000 $334,751.38 334,751.38 C/O REFI FULL
23006596 6/1/2029 2223.27 7/1/1999 $330,000 $330,000.00 329,736.11 C/O REFI FULL
23006984 6/1/2029 3873.88 7/1/1999 $575,000 $574,540.18 574,540.18 PURCH FULL
23007057 5/1/2029 2486.43 7/1/1999 $360,000 $359,726.07 359,450.46 PURCH FULL
23007370 6/1/2029 2956.18 7/1/1999 $450,000 $450,000.00 449,621.95 PURCH FULL
23007495 6/1/2029 2046.53 7/1/1999 $300,000 $300,000.00 299,765.97 PURCH FULL
23007966 5/1/2029 1857.79 7/1/1999 $282,800 $282,562.42 282,323.48 PURCH FULL
23008048 5/1/2029 1833.58 7/1/1999 $275,600 $275,374.09 275,146.86 PURCH FULL
23008170 6/1/2029 1994.21 7/1/1999 $296,000 $296,000.00 295,763.29 R/T REFI FULL
23009087 6/1/2029 1906.62 7/1/1999 $283,000 $283,000.00 282,773.69 R/T REFI FULL
23009111 5/1/2029 4367.14 7/1/1999 $632,300 $631,818.87 631,334.78 PURCH FULL
23009152 7/1/2029 2561.41 7/1/1999 $385,000 $385,000.00 385,000.00 R/T REFI FULL
23009277 6/1/2029 1670.82 7/1/1999 $248,000 $248,000.00 247,801.68 R/T REFI FULL
23009491 6/1/2029 2395.07 7/1/1999 $355,500 $355,500.00 355,215.71 R/T REFI FULL
23010663 5/1/2029 2128.95 7/1/1999 $316,000 $315,747.30 315,493.10 PURCH FULL
23010846 6/1/2029 1866.21 7/1/1999 $277,000 $276,778.48 276,778.48 PURCH FULL
23010952 5/1/2029 1923.47 7/1/1999 $285,500 $285,271.69 285,042.02 C/O REFI FULL
23011463 6/1/2029 2492.76 7/1/1999 $370,000 $370,000.00 369,704.12 C/O REFI FULL
23011596 6/1/2029 2838.68 7/1/1999 $411,000 $410,687.26 410,687.26 R/T REFI FULL
23011646 6/1/2029 2052.6 7/1/1999 $290,000 $289,790.11 289,790.11 R/T REFI FULL
23011653 5/1/2029 1860.98 7/1/1999 $272,800 $272,587.19 272,373.09 R/T REFI FULL
23011935 5/1/2029 2190.94 7/1/1999 $325,200 $324,939.94 324,678.33 PURCH FULL
23012297 6/1/2029 4379.17 7/1/1999 $650,000 $650,000.00 649,480.21 R/T REFI FULL
23012404 6/1/2029 2054.84 7/1/1999 $305,000 $305,000.00 304,756.10 C/O REFI FULL
23012602 6/1/2029 2250.22 7/1/1999 $334,000 $334,000.00 333,732.91 R/T REFI FULL
23012735 6/1/2029 4042.31 7/1/1999 $600,000 $599,520.19 599,520.19 PURCH FULL
23012768 6/1/2029 2509.05 7/1/1999 $367,800 $367,800.00 367,513.08 R/T REFI FULL
23012891 6/1/2029 2242.14 7/1/1999 $332,800 $332,800.00 332,533.86 R/T REFI FULL
23012917 6/1/2029 4256.78 7/1/1999 $624,000 $624,000.00 623,513.22 R/T REFI FULL
23013774 5/1/2029 1943.52 7/1/1999 $284,900 $284,677.75 284,454.16 PURCH FULL
23014202 6/1/2029 1799.24 7/1/1999 $263,750 $263,544.25 263,544.25 PURCH FULL
23014889 6/1/2029 1703.17 7/1/1999 $256,000 $255,790.16 255,790.16 PURCH FULL
23016173 5/1/2029 1875.98 7/1/1999 $275,000 $274,785.48 274,569.66 PURCH FULL
23016231 6/1/2029 1998.57 7/1/1999 $300,400 $300,153.76 300,153.76 PURCH FULL
23016314 5/1/2029 2728.71 7/1/1999 $400,000 $399,687.96 399,374.03 R/T REFI FULL
23017130 5/1/2029 1104.57 7/1/1999 $163,950 $163,763.65 163,631.43 PURCH FULL
23017163 5/1/2029 2568.07 7/1/1999 $386,000 $385,683.60 385,365.35 R/T REFI FULL
23017254 5/1/2029 2228.75 7/1/1999 $318,750 $317,673.52 317,673.52 C/O REFI FULL
23018005 6/1/2029 1944.51 7/1/1999 $296,000 $295,751.32 295,751.32 PURCH FULL
23018104 6/1/2029 1682.55 7/1/1999 $252,900 $252,692.70 252,692.70 PURCH FULL
23018534 6/1/2029 1699.98 7/1/1999 $249,200 $249,200.00 249,005.60 PURCH FULL
23018658 5/1/2029 2016.1 7/1/1999 $299,250 $299,010.70 298,769.98 PURCH FULL
23019268 5/1/2029 1515.19 7/1/1999 $224,900 $224,539.24 224,539.24 PURCH FULL
23019557 6/1/2029 2102.42 7/1/1999 $304,400 $304,400.00 304,168.37 PURCH FULL
23019631 6/1/2029 1773.37 7/1/1999 $266,550 $266,331.50 266,331.50 PURCH FULL
23020845 6/1/2029 1952.1 7/1/1999 $289,750 $289,750.00 289,518.29 PURCH FULL
23021215 6/1/2029 2349.26 7/1/1999 $348,700 $348,700.00 348,421.15 PURCH FULL
23021975 6/1/2029 3160.18 7/1/1999 $463,250 $463,250.00 462,888.62 PURCH FULL
23022338 5/1/2029 1991.96 7/1/1999 $292,000 $291,627.61 291,397.57 C/O REFI FULL
23022775 6/1/2029 2290.64 7/1/1999 $340,000 $340,000.00 339,728.11 C/O REFI FULL
23023070 6/1/2029 2526.45 7/1/1999 $375,000 $374,195.11 374,195.11 R/T REFI FULL
23023203 6/1/2029 3018.26 7/1/1999 $448,000 $448,000.00 447,641.74 C/O REFI FULL
23023427 6/1/2029 2477.28 7/1/1999 $350,000 $350,000.00 349,746.68 R/T REFI FULL
23024466 5/1/2029 2461.57 7/1/1999 $356,400 $356,127.81 355,854.94 PURCH FULL
23024953 5/1/2029 2455.84 7/1/1999 $360,000 $359,719.16 359,436.62 PURCH FULL
23025422 5/1/2029 3751.97 7/1/1999 $550,000 $549,570.95 549,139.30 C/O REFI FULL
23025455 6/1/2029 2802.67 7/1/1999 $416,000 $415,332.68 415,667.33 PURCH FULL
23026370 5/1/2029 2817.95 7/1/1999 $408,000 $407,689.55 407,377.19 PURCH FULL
23026412 6/1/2029 2162.64 7/1/1999 $321,000 $321,000.00 320,743.30 R/T REFI FULL
23026693 5/1/2029 1676.56 7/1/1999 $252,000 $251,793.44 251,585.68 PURCH FULL
23026891 6/1/2029 3233.85 7/1/1999 $480,000 $480,000.00 479,616.15 PURCH FULL
23027444 6/1/2029 1787.31 7/1/1999 $262,000 $262,000.00 261,795.61 R/T REFI FULL
23027683 6/1/2029 2728.57 7/1/1999 $405,000 $404,676.12 404,676.12 R/T REFI FULL
23027725 5/1/2029 2264.83 7/1/1999 $332,000 $331,480.44 331,480.44 PURCH FULL
23027758 6/1/2029 2209.8 7/1/1999 $328,000 $328,000.00 327,737.70 PURCH FULL
23027907 6/1/2029 2181.01 7/1/1999 $332,000 $332,000.00 331,721.07 PURCH FULL
23028236 5/1/2029 2618.63 7/1/1999 $393,600 $393,277.37 392,952.86 PURCH FULL
23028350 6/1/2029 2358.01 7/1/1999 $350,000 $349,720.12 349,720.12 PURCH FULL
23028392 6/1/2029 1872.25 7/1/1999 $285,000 $284,760.56 284,760.56 C/O REFI FULL
23028475 6/1/2029 1705.5 7/1/1999 $256,350 $256,350.00 256,139.88 PURCH FULL
23028657 6/1/2029 2341.86 7/1/1999 $352,000 $351,711.47 351,711.47 PURCH FULL
23028681 6/1/2029 2008.55 7/1/1999 $301,900 $301,900.00 301,652.53 PURCH FULL
23029275 6/1/2029 1942.69 7/1/1999 $292,000 $292,000.00 291,760.64 PURCH FULL
23029879 6/1/2029 1970.79 7/1/1999 $300,000 $299,747.96 299,747.96 PURCH FULL
23029895 5/1/2029 1894.33 7/1/1999 $281,175 $280,850.15 280,623.37 PURCH FULL
23030737 6/1/2029 2601.33 7/1/1999 $391,000 $391,000.00 390,679.50 PURCH FULL
23031172 5/1/2029 3012.49 7/1/1999 $452,800 $452,800.00 452,055.52 R/T REFI FULL
23031255 5/1/2029 1903.27 7/1/1999 $279,000 $278,782.36 278,563.40 PURCH FULL
23031636 6/1/2029 2878.32 7/1/1999 $411,650 $411,650.00 411,344.49 C/O REFI FULL
23032345 6/1/2029 1839.41 7/1/1999 $280,000 $280,000.00 279,764.76 PURCH FULL
23032998 6/1/2029 3230.04 7/1/1999 $485,500 $485,500.00 485,102.04 R/T REFI FULL
23033384 6/1/2029 2250.56 7/1/1999 $334,050 $334,050.00 333,782.86 PURCH FULL
23033483 6/1/2029 614.89 7/1/1999 $93,600 $93,521.36 93,521.36 PURCH FULL
23034234 6/1/2029 1785.35 7/1/1999 $265,000 $265,000.00 264,788.09 PURCH FULL
23034549 6/1/2029 4324.47 7/1/1999 $650,000 $650,000.00 649,467.20 R/T REFI FULL
23034671 6/1/2029 3838.8 7/1/1999 $577,000 $577,000.00 576,527.03 C/O REFI FULL
23034846 6/1/2029 1955.99 7/1/1999 $294,000 $293,759.01 293,759.01 PURCH FULL
23035041 6/1/2029 2305.17 7/1/1999 $350,900 $350,900.00 350,605.19 R/T REFI FULL
23035066 6/1/2029 1859.46 7/1/1999 $276,000 $275,679.29 275,679.29 PURCH FULL
23035363 6/1/2029 2173.54 7/1/1999 $326,700 $326,700.00 326,432.21 R/T REFI FULL
23035736 6/1/2029 3104.83 7/1/1999 $466,680 $466,297.47 466,297.47 PURCH FULL
23036049 6/1/2029 2759.11 7/1/1999 $420,000 $420,000.00 419,647.14 PURCH FULL
23036122 6/1/2029 1850.06 7/1/1999 $271,200 $271,200.00 270,988.44 PURCH FULL
23036221 6/1/2029 2182.85 7/1/1999 $324,000 $324,000.00 323,740.90 R/T REFI FULL
23036379 6/1/2029 2195.5 7/1/1999 $330,000 $330,000.00 329,729.50 C/O REFI FULL
23036833 5/1/2029 2645.78 7/1/1999 $402,750 $402,411.64 402,071.34 R/T REFI FULL
23036866 5/1/2029 1763.05 7/1/1999 $265,000 $264,782.78 264,564.30 PURCH FULL
23036932 6/1/2029 2021.16 7/1/1999 $300,000 $300,000.00 299,760.09 PURCH FULL
23037153 6/1/2029 1819.04 7/1/1999 $270,000 $270,000.00 269,784.09 C/O REFI FULL
23037492 6/1/2029 1987.47 7/1/1999 $295,000 $294,764.09 294,764.09 R/T REFI FULL
23037518 6/1/2029 1910.09 7/1/1999 $280,000 $280,000.00 279,781.58 PURCH FULL
23038359 5/1/2029 1824.09 7/1/1999 $270,750 $270,533.49 270,315.69 PURCH FULL
23038680 7/1/2029 1782.19 7/1/1999 $261,250 $261,250.00 261,250.00 PURCH FULL
23039050 6/1/2029 798.75 7/1/1999 $123,150 $123,043.97 123,043.97 PURCH FULL
23039175 6/1/2029 3487.17 7/1/1999 $517,600 $517,600.00 517,186.08 R/T REFI FULL
23039373 6/1/2029 1646.62 7/1/1999 $247,500 $247,297.13 247,297.13 PURCH FULL
23039548 5/1/2029 2863.3 7/1/1999 $425,000 $424,118.26 424,118.26 PURCH FULL
23039845 6/1/2029 3297.85 7/1/1999 $489,500 $489,500.00 489,108.56 R/T REFI FULL
23039985 6/1/2029 1763.05 7/1/1999 $265,000 $264,782.78 264,782.78 R/T REFI FULL
23040082 6/1/2029 2353.51 7/1/1999 $345,000 $345,000.00 344,730.87 R/T REFI FULL
23040124 6/1/2029 1876.98 7/1/1999 $278,600 $278,600.00 278,377.21 PURCH FULL
23040132 5/1/2029 2062.44 7/1/1999 $310,000 $309,745.89 309,490.30 C/O REFI FULL
23041015 6/1/2029 2100.22 7/1/1999 $328,000 $327,710.61 327,710.61 PURCH FULL
23041841 7/1/2029 2611.29 7/1/1999 $397,500 $397,500.00 397,500.00 C/O REFI FULL
23042633 5/1/2029 667.44 7/1/1999 $101,600 $101,514.64 101,428.79 PURCH FULL
23042690 6/1/2029 3076.36 7/1/1999 $462,400 $462,400.00 462,020.97 PURCH FULL
23042740 5/1/2029 2051.99 7/1/1999 $300,800 $300,565.34 300,329.27 PURCH FULL
23042906 6/1/2029 2290.64 7/1/1999 $340,000 $339,728.11 339,728.11 PURCH FULL
23043136 5/1/2029 2289.31 7/1/1999 $344,100 $343,817.94 343,534.23 PURCH FULL
23043151 6/1/2029 1995.91 7/1/1999 $300,000 $299,754.09 299,754.09 PURCH FULL
23043243 6/1/2029 2243.48 7/1/1999 $333,000 $333,000.00 332,733.71 PURCH FULL
23043342 6/1/2029 1691.11 7/1/1999 $247,900 $247,706.62 247,706.62 R/T REFI FULL
23043599 6/1/2029 2196.32 7/1/1999 $326,000 $326,000.00 325,739.31 R/T REFI FULL
23043953 6/1/2029 1765.02 7/1/1999 $255,550 $255,550.00 255,355.55 PURCH FULL
23044258 6/1/2029 1800.95 7/1/1999 $264,000 $264,000.00 263,794.05 PURCH FULL
23044449 6/1/2029 2780.08 7/1/1999 $397,600 $397,304.92 397,304.92 R/T REFI FULL
23044613 6/1/2029 2046.53 7/1/1999 $300,000 $299,765.97 299,765.97 PURCH FULL
23044902 5/1/2029 1787.3 7/1/1999 $262,000 $261,795.62 261,590.00 R/T REFI FULL
23044928 5/1/2029 2139.99 7/1/1999 $313,700 $313,455.28 313,209.08 R/T REFI FULL
23045099 6/1/2029 1864.86 7/1/1999 $276,800 $276,800.00 276,578.64 PURCH FULL
23045214 5/1/2029 1841.88 7/1/1999 $270,000 $269,577.47 269,577.47 C/O REFI FULL
23045933 5/1/2029 2548.06 7/1/1999 $360,000 $359,739.44 359,213.34 R/T REFI FULL
23046378 6/1/2029 1714.59 7/1/1999 $261,000 $260,780.72 260,780.72 PURCH FULL
23046733 6/1/2029 2375.37 7/1/1999 $343,920 $343,920.00 343,658.31 PURCH FULL
23046832 6/1/2029 2319.4 7/1/1999 $340,000 $340,000.00 339,734.77 PURCH FULL
23047517 6/1/2029 2639.25 7/1/1999 $364,000 $364,000.00 363,749.50 PURCH FULL
23047541 6/1/2029 2639.25 7/1/1999 $364,000 $364,000.00 363,749.50 PURCH FULL
23047731 6/1/2029 2358.02 7/1/1999 $350,000 $350,000.00 349,720.11 C/O REFI FULL
23047814 6/1/2029 1903.27 7/1/1999 $279,000 $278,782.36 278,782.36 PURCH FULL
23047863 6/1/2029 2964.36 7/1/1999 $440,000 $439,612.50 439,612.50 PURCH FULL
23048242 6/1/2029 1855.52 7/1/1999 $272,000 $272,000.00 271,787.81 PURCH FULL
23048580 6/1/2029 1708.01 7/1/1999 $260,000 $260,000.00 259,781.57 R/T REFI FULL
23048713 6/1/2029 2288.97 7/1/1999 $344,050 $344,050.00 343,767.99 R/T REFI FULL
23049174 6/1/2029 4181.74 7/1/1999 $613,000 $612,521.80 612,521.80 PURCH FULL
23049232 6/1/2029 4740.62 7/1/1999 $703,650 $703,087.30 703,087.30 R/T REFI FULL
23049406 6/1/2029 2556.43 7/1/1999 $384,250 $384,250.00 383,935.03 R/T REFI FULL
23049794 6/1/2029 4379.17 7/1/1999 $650,000 $650,000.00 649,480.21 R/T REFI FULL
23049836 6/1/2029 2056.49 7/1/1999 $297,750 $297,523.43 297,523.43 C/O REFI FULL
23049877 5/1/2024 2101.92 7/1/1999 $290,800 $290,455.00 290,107.91 R/T REFI FULL
23049943 6/1/2029 2073.82 7/1/1999 $304,000 $304,000.00 303,762.85 R/T REFI FULL
23049968 6/1/2029 1790.03 7/1/1999 $262,400 $262,400.00 262,195.30 PURCH FULL
23050701 6/1/2029 2098.63 7/1/1999 $311,500 $311,500.00 311,250.90 PURCH FULL
23051220 6/1/2029 1809.13 7/1/1999 $265,200 $265,200.00 264,993.12 PURCH FULL
23051402 6/1/2029 3018.26 7/1/1999 $448,000 $447,641.74 447,641.74 PURCH FULL
23051444 6/1/2029 1773.66 7/1/1999 $260,000 $259,797.17 259,797.17 PURCH FULL
23051915 6/1/2029 2375.92 7/1/1999 $344,000 $343,738.25 343,738.25 PURCH FULL
23053440 6/1/2029 1937.38 7/1/1999 $284,000 $284,000.00 283,778.45 PURCH FULL
23053564 6/1/2029 2078.77 7/1/1999 $297,300 $297,300.00 297,079.36 PURCH FULL
23053572 6/1/2029 1780.83 7/1/1999 $261,050 $261,050.00 260,846.35 PURCH FULL
23054703 6/1/2029 2762.81 7/1/1999 $405,000 $405,000.00 404,684.07 R/T REFI FULL
23055874 6/1/2029 2149.16 7/1/1999 $319,000 $318,744.90 318,744.90 PURCH FULL
23055924 6/1/2029 1655.47 7/1/1999 $252,000 $252,000.00 251,788.28 PURCH FULL
23056641 6/1/2029 1800.95 7/1/1999 $264,000 $263,794.05 263,794.05 PURCH FULL
23056898 6/1/2029 1844.22 7/1/1999 $277,200 $276,762.69 276,762.69 PURCH FULL
23057037 6/1/2029 1971.49 7/1/1999 $289,000 $289,000.00 288,774.55 R/T REFI FULL
23057714 6/1/2029 1194.89 7/1/1999 $179,600 $179,352.78 179,352.78 PURCH FULL
23058415 6/1/2029 2210.25 7/1/1999 $324,000 $323,747.25 323,747.25 PURCH FULL
23058878 6/1/2029 2289.3 7/1/1999 $339,800 $339,528.26 339,528.26 C/O REFI FULL
23058985 5/1/2029 2041.41 7/1/1999 $299,250 $299,016.55 298,781.70 PURCH FULL
23059017 5/1/2029 2207.12 7/1/1999 $335,975 $335,692.74 335,408.86 R/T REFI FULL
23059231 6/1/2029 1741.56 7/1/1999 $258,500 $258,500.00 258,293.28 R/T REFI FULL
23059819 6/1/2029 2167.87 7/1/1999 $330,000 $330,000.00 329,722.76 R/T REFI FULL
23060163 6/1/2029 2377.33 7/1/1999 $340,000 $340,000.00 339,747.67 C/O REFI FULL
23060221 6/1/2029 2919.71 7/1/1999 $428,000 $427,666.12 427,666.12 PURCH FULL
23061591 7/1/2029 2387.62 7/1/1999 $350,000 $350,000.00 350,000.00 C/O REFI FULL
23061674 7/1/2029 2109.33 7/1/1999 $305,400 $305,400.00 305,400.00 R/T REFI FULL
23061815 6/1/2029 1785.36 7/1/1999 $265,000 $265,000.00 264,788.08 R/T REFI FULL
23062771 6/1/2029 2280.79 7/1/1999 $356,200 $356,200.00 355,885.73 PURCH FULL
23062847 6/1/2029 1946.01 7/1/1999 $292,500 $292,500.00 292,260.24 PURCH FULL
23064090 6/1/2029 2162.23 7/1/1999 $325,000 $325,000.00 324,733.60 PURCH FULL
23066319 6/1/2029 1822.93 7/1/1999 $274,000 $273,775.40 273,775.40 PURCH FULL
23066822 6/1/2029 1693.16 7/1/1999 $248,200 $248,006.38 248,006.38 PURCH FULL
23069107 6/1/2029 2101.1 7/1/1999 $308,000 $307,759.73 307,759.73 PURCH FULL
23069495 6/1/2029 3113.62 7/1/1999 $468,000 $468,000.00 467,616.38 PURCH FULL
23069537 6/1/2029 1446.22 7/1/1999 $212,000 $212,000.00 211,834.61 PURCH FULL
23070014 6/1/2029 3606.42 7/1/1999 $535,300 $535,300.00 534,871.92 PURCH FULL
23070139 6/1/2029 3286.45 7/1/1999 $506,700 $506,700.00 506,263.74 PURCH FULL
23070899 6/1/2029 1740.1 7/1/1999 $261,550 $261,335.61 261,335.61 PURCH FULL
23071475 6/1/2029 2847.5 7/1/1999 $428,000 $428,000.00 427,649.17 PURCH FULL
23071962 6/1/2029 2302.34 7/1/1999 $337,500 $337,500.00 337,236.72 PURCH FULL
23072812 6/1/2029 1837.2 7/1/1999 $266,000 $265,797.59 265,797.59 PURCH FULL
23074354 6/1/2029 2537.7 7/1/1999 $372,000 $371,709.80 371,709.80 PURCH FULL
23074800 6/1/2029 2412.93 7/1/1999 $358,150 $358,150.00 357,863.59 PURCH FULL
23075534 6/1/2029 2054.84 7/1/1999 $305,000 $305,000.00 304,756.10 PURCH FULL
23076185 6/1/2029 1920.1 7/1/1999 $285,000 $285,000.00 284,772.09 R/T REFI FULL
23078959 6/1/2029 1979.68 7/1/1999 $290,200 $288,296.44 288,296.44 PURCH REDUCED
23079718 6/1/2029 1862.85 7/1/1999 $280,000 $280,000.00 279,770.48 C/O REFI FULL
23080062 6/1/2029 1936.7 7/1/1999 $283,900 $283,900.00 283,678.53 PURCH FULL
23080732 5/1/2029 1796.98 7/1/1999 $257,000 $256,809.27 256,617.35 C/O REFI FULL
23080872 6/1/2029 1819.04 7/1/1999 $270,000 $270,000.00 269,784.09 PURCH FULL
23081060 6/1/2029 2013.07 7/1/1999 $298,800 $298,800.00 298,561.06 R/T REFI FULL
23081524 6/1/2029 2004.31 7/1/1999 $297,500 $297,500.00 297,262.10 C/O REFI FULL
23082803 6/1/2029 4345.46 7/1/1999 $637,000 $637,000.00 636,503.08 R/T REFI FULL
23082910 6/1/2029 1920.93 7/1/1999 $300,000 $300,000.00 299,735.32 PURCH FULL
23083447 6/1/2029 2611.57 7/1/1999 $373,500 $373,500.00 373,222.81 PURCH FULL
23084650 6/1/2029 2319.4 7/1/1999 $340,000 $340,000.00 339,734.77 PURCH FULL
23085178 5/1/2029 1779.35 7/1/1999 $267,450 $267,010.27 267,010.27 PURCH FULL
23085236 5/1/2029 1703.17 7/1/1999 $256,000 $255,790.16 255,579.10 PURCH FULL
23085871 6/1/2029 2287.52 7/1/1999 $331,200 $331,200.00 330,947.98 PURCH FULL
23086747 6/1/2029 6099.39 7/1/1999 $872,320 $872,320.00 871,672.61 PURCH FULL
23088297 6/1/2029 1862.85 7/1/1999 $280,000 $279,770.48 279,770.48 PURCH FULL
23088651 6/1/2029 2378.19 7/1/1999 $336,000 $335,746.93 335,746.93 PURCH FULL
23088826 6/1/2029 2240.12 7/1/1999 $332,500 $332,500.00 332,234.10 PURCH FULL
23088891 6/1/2029 3988.65 7/1/1999 $577,500 $577,060.57 577,060.57 PURCH FULL
23089238 6/1/2029 1933.97 7/1/1999 $283,500 $283,500.00 283,278.84 PURCH FULL
23089568 6/1/2029 1762.78 7/1/1999 $261,650 $261,440.77 261,440.77 PURCH FULL
23090392 6/1/2029 2349.59 7/1/1999 $348,750 $348,750.00 348,471.11 C/O REFI FULL
23090822 6/1/2029 1885.88 7/1/1999 $276,450 $276,450.00 276,234.34 PURCH FULL
23092463 6/1/2029 1970.96 7/1/1999 $292,550 $292,316.06 292,316.06 PURCH FULL
23093974 6/1/2029 4441.76 7/1/1999 $620,000 $619,562.41 619,562.41 PURCH FULL
23093990 6/1/2029 2382.45 7/1/1999 $358,100 $357,806.47 357,806.47 PURCH FULL
23094600 6/1/2029 2663.93 7/1/1999 $385,700 $385,406.52 385,406.52 PURCH FULL
23096316 6/1/2029 1820.97 7/1/1999 $263,650 $263,650.00 263,449.38 PURCH FULL
23097504 6/1/2029 2072.03 7/1/1999 $300,000 $300,000.00 299,771.72 PURCH FULL
23097785 6/1/2029 1864.82 7/1/1999 $270,000 $269,794.55 269,794.55 PURCH FULL
23097975 6/1/2029 1718.48 7/1/1999 $251,910 $251,910.00 251,713.48 PURCH FULL
23098577 6/1/2029 2657.02 7/1/1999 $380,000 $380,000.00 379,717.98 PURCH FULL
23098635 6/1/2029 2046.53 7/1/1999 $300,000 $300,000.00 299,765.97 PURCH FULL
23102007 6/1/2029 1521.9 7/1/1999 $220,350 $220,350.00 220,182.33 PURCH FULL
23103914 6/1/2029 3294.7 7/1/1999 $471,200 $471,200.00 470,850.30 PURCH FULL
23105257 6/1/2029 2068.32 7/1/1999 $307,000 $307,000.00 306,754.49 PURCH FULL
23105992 6/1/2029 1882.47 7/1/1999 $275,950 $275,950.00 275,734.73 PURCH FULL
23107444 6/1/2029 2155.68 7/1/1999 $316,000 $316,000.00 315,753.49 PURCH FULL
23109390 6/1/2029 1922.84 7/1/1999 $275,000 $275,000.00 274,795.91 PURCH FULL
23111263 6/1/2029 1964.67 7/1/1999 $288,000 $288,000.00 287,775.33 PURCH FULL
23112519 6/1/2029 1783.01 7/1/1999 $268,000 $267,780.32 267,780.32 PURCH FULL
23117658 6/1/2029 2344.5 7/1/1999 $339,450 $339,450.00 339,191.70 PURCH FULL
23118946 5/1/2029 3326.52 7/1/1999 $500,000 $499,590.15 499,177.91 R/T REFI FULL
23119225 5/1/2029 2995.6 7/1/1999 $456,000 $455,616.90 455,231.61 PURCH FULL
23119357 5/1/2029 2463.49 7/1/1999 $375,000 $374,684.95 374,368.09 PURCH FULL
23119506 6/1/2029 1842.03 7/1/1999 $280,400 $280,400.00 280,164.43 PURCH FULL
23120512 6/1/2029 1983.62 7/1/1999 $287,200 $286,981.46 286,981.46 PURCH FULL
23121783 6/1/2029 2217.08 7/1/1999 $325,000 $325,000.00 324,746.46 R/T REFI FULL
23128374 6/1/2029 1890.99 7/1/1999 $277,200 $277,200.00 276,983.76 PURCH FULL
23128788 6/1/2029 1910.1 7/1/1999 $280,000 $280,000.00 279,781.57 PURCH FULL
23133044 6/1/2029 2931.54 7/1/1999 $446,250 $446,250.00 445,875.10 PURCH FULL
23136500 6/1/2029 1797.92 7/1/1999 $260,312 $260,312.00 260,113.91 PURCH FULL
23139389 6/1/2029 1643.87 7/1/1999 $244,000 $244,000.00 243,804.88 PURCH FULL
23139538 6/1/2029 1925.2 7/1/1999 $272,000 $272,000.00 271,803.13 R/T REFI FULL
23141138 6/1/2029 2517.17 7/1/1999 $360,000 $360,000.00 359,732.83 PURCH FULL
23144819 7/1/2029 1655.47 7/1/1999 $252,000 $252,000.00 252,000.00 PURCH FULL
23163033 6/1/2029 2468.61 7/1/1999 $371,050 $371,050.00 370,745.85 PURCH FULL
23163959 5/1/2029 1839.4 7/1/1999 $280,000 $279,764.76 279,528.18 PURCH FULL
23164379 5/1/2029 1680.93 7/1/1999 $249,500 $249,300.48 249,099.77 PURCH FULL
23164411 5/1/2029 2036.98 7/1/1999 $298,600 $298,367.06 298,132.71 PURCH FULL
23164510 5/1/2029 1885.41 7/1/1999 $279,850 $279,626.20 279,401.07 PURCH FULL
27011154 6/1/2029 1910.83 7/1/1999 $287,212 $287,212.00 286,976.57 PURCH REDUCED
27154731 7/1/2029 1919.18 7/1/1999 $277,870 $277,870.00 277,870.00 PURCH FULL
27560788 6/1/2029 2983.22 7/1/1999 $448,400 $448,400.00 448,032.45 PURCH REDUCED
27583822 6/1/2029 1938.97 7/1/1999 $287,800 $287,568.81 287,568.81 PURCH FULL
27622547 6/1/2029 1795.8 7/1/1999 $263,245 $262,431.88 262,431.88 PURCH REDUCED
27689033 6/1/2029 2155.9 7/1/1999 $319,999 $319,999.00 319,743.09 PURCH FULL
27701853 6/1/2029 1779.46 7/1/1999 $260,850 $260,646.51 260,646.51 PURCH REDUCED
27718717 3/1/2029 3416.03 7/1/1999 $520,000 $510,846.94 510,846.94 R/T REFI FULL
27800184 6/1/2029 2395.09 7/1/1999 $360,000 $360,000.00 359,704.91 PURCH REDUCED
27800424 6/1/2029 3416.34 7/1/1999 $500,800 $500,800.00 500,409.33 PURCH REDUCED
27802222 3/1/2029 1945.8 7/1/1999 $300,000 $299,153.10 298,890.04 PURCH FULL
27826924 6/1/2029 2286.66 7/1/1999 $335,200 $335,200.00 334,938.51 PURCH FULL
27847581 6/1/2029 2499.7 7/1/1999 $357,500 $357,234.68 357,234.68 PURCH FULL
27912914 6/1/2029 3083.44 7/1/1999 $452,000 $452,000.00 451,647.39 PURCH FULL
27923721 6/1/2029 854.01 7/1/1999 $130,000 $129,848.08 129,848.08 PURCH REDUCED
27930163 6/1/2029 1978.32 7/1/1999 $290,000 $290,000.00 289,773.76 PURCH FULL
27936996 6/1/2029 5288.28 7/1/1999 $805,000 $805,000.00 804,323.70 PURCH FULL
27940931 6/1/2029 2203.26 7/1/1999 $319,000 $318,757.26 318,757.26 R/T REFI FULL
27947886 6/1/2029 3819.99 7/1/1999 $567,000 $567,000.00 566,546.57 PURCH REDUCED
27956903 6/1/2029 1740.86 7/1/1999 $265,000 $265,000.00 264,777.37 PURCH FULL
27956952 6/1/2029 1708.02 7/1/1999 $260,000 $260,000.00 259,781.56 PURCH REDUCED
27972884 6/1/2029 1913.37 7/1/1999 $284,000 $284,000.00 283,772.88 PURCH FULL
27974278 6/1/2029 2955.65 7/1/1999 $398,068 $397,762.60 397,762.60 PURCH FULL
27984079 6/1/2029 1688.39 7/1/1999 $247,500 $247,500.00 247,306.92 PURCH FULL
27984632 6/1/2029 1771.59 7/1/1999 $256,500 $256,500.00 256,304.82 C/O REFI REDUCED
27985761 6/1/2029 2439.79 7/1/1999 $371,393 $371,080.98 371,080.98 PURCH REDUCED
27987221 6/1/2029 1896.46 7/1/1999 $278,000 $278,000.00 277,783.12 PURCH REDUCED
27987569 6/1/2029 2428.55 7/1/1999 $356,000 $356,000.00 355,722.28 PURCH REDUCED
27990373 6/1/2029 2155.9 7/1/1999 $320,000 $320,000.00 319,744.10 R/T REFI REDUCED
27992627 6/1/2029 2560.14 7/1/1999 $380,000 $380,000.00 379,696.11 PURCH REDUCED
28004992 6/1/2029 2618.64 7/1/1999 $393,600 $393,600.00 393,277.36 PURCH REDUCED
28009413 6/1/2029 2993.87 7/1/1999 $450,000 $450,000.00 449,631.13 PURCH REDUCED
28034676 6/1/2029 2310.31 7/1/1999 $334,500 $334,500.00 334,245.47 R/T REFI FULL
28036069 6/1/2029 3071.49 7/1/1999 $455,900 $455,900.00 455,535.42 PURCH FULL
28037083 6/1/2029 2388.44 7/1/1999 $359,000 $359,000.00 358,705.73 R/T REFI REDUCED
28037216 6/1/2029 2075.06 7/1/1999 $308,000 $307,753.69 307,753.69 R/T REFI FULL
28038594 6/1/2029 3427.88 7/1/1999 $508,800 $508,800.00 508,393.12 PURCH REDUCED
28039543 6/1/2029 2510.41 7/1/1999 $368,000 $367,712.92 367,712.92 PURCH REDUCED
28040269 6/1/2029 1699.41 7/1/1999 $246,050 $245,862.77 245,862.77 PURCH FULL
28048999 6/1/2029 2089.26 7/1/1999 $298,800 $298,578.24 298,578.24 PURCH FULL
28052330 6/1/2029 2206.01 7/1/1999 $353,600 $353,272.49 353,272.49 PURCH FULL
28054849 6/1/2029 1790.04 7/1/1999 $262,400 $262,400.00 262,195.29 PURCH REDUCED
28057479 6/1/2029 2562.16 7/1/1999 $380,300 $380,300.00 379,995.87 R/T REFI FULL
28059640 6/1/2029 1723.79 7/1/1999 $262,400 $262,282.32 262,061.19 R/T REFI FULL
28060119 6/1/2029 2155.9 7/1/1999 $320,000 $320,000.00 319,744.10 PURCH FULL
28060259 6/1/2029 4311.8 7/1/1999 $640,000 $640,000.00 639,488.20 PURCH FULL
28061075 6/1/2029 2395.09 7/1/1999 $360,000 $359,704.91 359,704.91 PURCH REDUCED
28061562 6/1/2029 1755.33 7/1/1999 $248,000 $248,000.00 247,820.50 PURCH FULL
28064210 6/1/2029 1945.37 7/1/1999 $288,750 $288,750.00 288,519.08 R/T REFI REDUCED
28066462 6/1/2029 1958.66 7/1/1999 $294,400 $294,060.74 294,060.74 PURCH REDUCED
28076966 6/1/2029 2173.42 7/1/1999 $322,600 $322,600.00 322,342.02 PURCH REDUCED
28078228 6/1/2029 2025.76 7/1/1999 $296,955 $296,955.00 296,723.34 PURCH REDUCED
28087484 6/1/2029 1943.68 7/1/1999 $288,500 $288,500.00 288,269.29 R/T REFI REDUCED
28090793 6/1/2029 1995.91 7/1/1999 $300,000 $300,000.00 299,754.09 PURCH REDUCED
28094282 6/1/2029 3132.8 7/1/1999 $465,000 $465,000.00 464,628.14 C/O REFI REDUCED
28094506 6/1/2029 2091.9 7/1/1999 $310,500 $310,500.00 310,251.69 PURCH REDUCED
28098135 6/1/2029 2182.54 7/1/1999 $316,000 $316,000.00 315,759.54 R/T REFI FULL
28100568 6/1/2029 2208.27 7/1/1999 $336,150 $335,867.59 335,867.59 PURCH REDUCED
28110732 6/1/2029 4042.32 7/1/1999 $600,000 $600,000.00 599,520.18 PURCH FULL
28111813 6/1/2029 1886.42 7/1/1999 $280,000 $280,000.00 279,776.08 PURCH FULL
28119956 6/1/2029 2182.85 7/1/1999 $324,000 $324,000.00 323,740.90 PURCH REDUCED
28124873 6/1/2029 1880.08 7/1/1999 $275,600 $275,600.00 275,385.00 R/T REFI REDUCED
28125060 6/1/2029 3324.06 7/1/1999 $506,000 $506,000.00 505,574.90 R/T REFI FULL
28128106 6/1/2029 2148.86 7/1/1999 $315,000 $313,649.80 313,649.80 R/T REFI REDUCED
28129328 6/1/2029 2041.79 7/1/1999 $314,800 $314,800.00 314,528.96 PURCH REDUCED
28129435 6/1/2029 1889.46 7/1/1999 $284,000 $284,000.00 283,767.21 PURCH FULL
28129518 6/1/2029 2726.26 7/1/1999 $415,000 $414,651.34 414,651.34 R/T REFI REDUCED
28129682 6/1/2029 4379.18 7/1/1999 $650,000 $650,000.00 649,480.20 R/T REFI FULL
28129773 6/1/2029 2159.99 7/1/1999 $328,800 $328,523.76 328,523.76 PURCH REDUCED
28130136 6/1/2029 2194.98 7/1/1999 $325,800 $325,800.00 325,539.46 PURCH REDUCED
28132728 6/1/2029 3005.95 7/1/1999 $440,640 $440,296.25 440,296.25 PURCH FULL
28133825 6/1/2029 2404.68 7/1/1999 $352,500 $352,500.00 352,225.01 R/T REFI REDUCED
28134286 6/1/2029 2391.71 7/1/1999 $355,000 $355,000.00 354,716.10 R/T REFI FULL
28134567 6/1/2029 2079.19 7/1/1999 $328,950 $328,950.00 328,652.62 C/O REFI FULL
28136067 6/1/2029 1964.67 7/1/1999 $288,000 $287,775.33 287,775.33 R/T REFI REDUCED
28136133 6/1/2029 2270.1 7/1/1999 $350,000 $350,000.00 349,698.65 PURCH FULL
28136596 6/1/2029 1697.78 7/1/1999 $252,000 $252,000.00 251,798.47 PURCH REDUCED
28137339 6/1/2029 1882.81 7/1/1999 $276,000 $275,767.50 275,767.50 R/T REFI REDUCED
28137487 6/1/2029 2012.43 7/1/1999 $295,000 $295,000.00 294,769.86 R/T REFI REDUCED
28138840 6/1/2029 2153.35 7/1/1999 $332,000 $332,000.00 331,714.15 PURCH FULL
28138931 6/1/2029 2325.68 7/1/1999 $345,200 $345,200.00 344,923.95 R/T REFI REDUCED
28139087 6/1/2029 2594.68 7/1/1999 $390,000 $390,000.00 389,680.32 R/T REFI REDUCED
28139368 6/1/2029 3226.7 7/1/1999 $473,000 $473,000.00 472,631.01 R/T REFI REDUCED
28139723 6/1/2029 3274.45 7/1/1999 $480,000 $480,000.00 479,625.55 R/T REFI FULL
28140507 6/1/2029 3001.05 7/1/1999 $424,000 $424,000.00 423,693.12 R/T REFI REDUCED
28140614 6/1/2029 2262.03 7/1/1999 $340,000 $339,721.30 339,721.30 R/T REFI REDUCED
28140655 6/1/2029 2421.73 7/1/1999 $355,000 $355,000.00 354,723.06 R/T REFI FULL
28140895 6/1/2029 2737.62 7/1/1999 $411,484 $411,484.00 411,146.70 PURCH FULL
28141109 6/1/2029 2624.14 7/1/1999 $389,500 $389,500.00 389,188.52 R/T REFI REDUCED
28141158 6/1/2029 2064.28 7/1/1999 $306,400 $306,154.97 306,154.97 PURCH FULL
28141182 6/1/2029 2074.72 7/1/1999 $307,950 $307,820.00 307,572.96 R/T REFI FULL
28141208 6/1/2029 2067 7/1/1999 $303,000 $303,000.00 302,763.63 R/T REFI FULL
28142529 6/1/2029 1773.66 7/1/1999 $260,000 $260,000.00 259,797.17 R/T REFI REDUCED
28142719 6/1/2029 2728.71 7/1/1999 $400,000 $400,000.00 399,687.96 PURCH REDUCED
28143477 6/1/2029 2062.44 7/1/1999 $310,000 $310,000.00 309,745.89 R/T REFI FULL
28143774 6/1/2029 2072.03 7/1/1999 $300,000 $299,771.72 299,771.72 PURCH REDUCED
28143782 6/1/2029 3233.85 7/1/1999 $480,000 $480,000.00 479,616.15 R/T REFI FULL
28144376 6/1/2029 6149.71 7/1/1999 $912,800 $912,539.02 911,807.51 R/T REFI FULL
28144475 6/1/2029 3240.34 7/1/1999 $475,000 $475,000.00 474,629.45 C/O REFI REDUCED
28144483 6/1/2029 4246.77 7/1/1999 $600,000 $600,000.00 599,565.73 PURCH REDUCED
28144723 6/1/2029 1773.66 7/1/1999 $260,000 $260,000.00 259,797.17 PURCH REDUCED
28146520 6/1/2029 2652.77 7/1/1999 $393,750 $393,435.12 393,435.12 C/O REFI REDUCED
28147635 6/1/2029 2483.13 7/1/1999 $364,000 $364,000.00 363,716.04 R/T REFI REDUCED
28147643 6/1/2029 2583.41 7/1/1999 $378,700 $378,700.00 378,404.57 C/O REFI FULL
28148864 6/1/2029 2142.43 7/1/1999 $318,000 $318,000.00 317,745.70 PURCH REDUCED
28149177 6/1/2029 3126.06 7/1/1999 $464,000 $464,000.00 463,628.94 PURCH REDUCED
28151553 6/1/2029 3550.08 7/1/1999 $514,000 $514,000.00 513,608.88 R/T REFI FULL
28151652 6/1/2029 1800.4 7/1/1999 $263,920 $263,920.00 263,714.12 PURCH REDUCED
28152536 6/1/2029 2795.93 7/1/1999 $415,000 $415,000.00 414,668.13 C/O REFI REDUCED
28153047 6/1/2029 1844.11 7/1/1999 $267,000 $267,000.00 266,796.83 R/T REFI FULL
28153161 6/1/2029 2794.28 7/1/1999 $420,000 $420,000.00 419,655.72 PURCH FULL
28153526 6/1/2029 3410.89 7/1/1999 $500,000 $500,000.00 499,609.94 C/O REFI REDUCED
28155075 6/1/2029 2313.77 7/1/1999 $335,000 $335,000.00 334,745.08 C/O REFI REDUCED
28155109 6/1/2029 1862.85 7/1/1999 $280,000 $280,000.00 279,770.48 PURCH REDUCED
28155935 6/1/2029 1817.86 7/1/1999 $263,200 $263,200.00 262,999.72 PURCH REDUCED
28157022 6/1/2029 2141.59 7/1/1999 $326,000 $326,000.00 325,726.12 PURCH REDUCED
28157774 6/1/2029 2486.44 7/1/1999 $360,000 $360,000.00 359,726.06 PURCH REDUCED
28159044 6/1/2029 1785.36 7/1/1999 $265,000 $265,000.00 264,788.08 PURCH REDUCED
28159234 6/1/2029 3529.36 7/1/1999 $511,000 $511,000.00 510,611.16 C/O REFI REDUCED
28160646 6/1/2029 2508.37 7/1/1999 $367,700 $367,700.00 367,413.15 R/T REFI REDUCED
28161073 6/1/2029 2072.03 7/1/1999 $300,000 $300,000.00 299,771.72 C/O REFI REDUCED
28163186 6/1/2029 3351.8 7/1/1999 $503,800 $503,387.03 503,387.03 PURCH REDUCED
28163939 7/1/2029 1720.96 7/1/1999 $258,672 $258,672.00 258,672.00 PURCH FULL
28164465 6/1/2029 1910.1 7/1/1999 $280,000 $280,000.00 279,781.57 PURCH FULL
28165314 6/1/2029 2198.67 7/1/1999 $306,900 $306,900.00 306,683.39 PURCH REDUCED
28166569 6/1/2029 2421.73 7/1/1999 $355,000 $355,000.00 354,723.06 C/O REFI FULL
28167021 6/1/2029 2612.74 7/1/1999 $383,000 $383,000.00 382,701.22 R/T REFI REDUCED
28171155 6/1/2029 2429.92 7/1/1999 $356,200 $356,200.00 355,922.12 R/T REFI REDUCED
28171254 6/1/2029 2317.6 7/1/1999 $344,000 $343,724.90 343,724.90 PURCH FULL
28171718 6/1/2029 2278.47 7/1/1999 $334,000 $334,000.00 333,739.45 C/O REFI FULL
28172153 6/1/2029 1844.11 7/1/1999 $267,000 $267,000.00 266,796.83 R/T REFI FULL
28172328 7/1/2029 1757.81 7/1/1999 $248,350 $248,350.00 248,350.00 R/T REFI FULL
28172344 6/1/2029 2721.89 7/1/1999 $399,000 $398,688.74 398,688.74 R/T REFI REDUCED
28173441 6/1/2029 2486.44 7/1/1999 $360,000 $360,000.00 359,726.06 PURCH FULL
28173565 6/1/2029 2285.3 7/1/1999 $335,000 $334,738.66 334,738.66 PURCH REDUCED
28174571 6/1/2029 3103.91 7/1/1999 $455,000 $455,000.00 454,645.05 C/O REFI FULL
28174746 6/1/2029 4379.18 7/1/1999 $650,000 $650,000.00 649,480.20 PURCH FULL
28176519 6/1/2029 2680.96 7/1/1999 $393,000 $393,000.00 392,693.42 PURCH FULL
28177657 6/1/2029 3108.04 7/1/1999 $450,000 $450,000.00 449,657.59 R/T REFI FULL
28178036 6/1/2029 1952.35 7/1/1999 $282,672 $282,672.00 282,456.91 R/T REFI FULL
28178523 6/1/2029 1773.66 7/1/1999 $260,000 $259,797.17 259,797.17 PURCH REDUCED
28178853 6/1/2029 2496.77 7/1/1999 $366,000 $365,921.68 365,635.69 R/T REFI FULL
28179190 6/1/2029 1770.25 7/1/1999 $259,500 $259,500.00 259,297.56 R/T REFI FULL
28180958 6/1/2029 1899.89 7/1/1999 $282,000 $282,000.00 281,774.49 R/T REFI FULL
28181022 6/1/2029 2397.17 7/1/1999 $351,400 $351,400.00 351,125.87 R/T REFI REDUCED
28181030 6/1/2029 2112.78 7/1/1999 $313,600 $313,600.00 313,349.22 PURCH FULL
28181055 6/1/2029 4177.06 7/1/1999 $620,000 $620,000.00 619,504.19 R/T REFI REDUCED
28181089 6/1/2029 3517.86 7/1/1999 $535,500 $535,500.00 535,050.11 C/O REFI FULL
28181212 6/1/2029 1796.32 7/1/1999 $270,000 $269,778.68 269,778.68 R/T REFI REDUCED
28181469 6/1/2029 2634.6 7/1/1999 $396,000 $396,000.00 395,675.40 R/T REFI FULL
28181584 6/1/2029 2154.56 7/1/1999 $319,800 $319,800.00 319,544.25 R/T REFI REDUCED
28183143 6/1/2029 3911.98 7/1/1999 $588,000 $588,000.00 587,518.02 R/T REFI REDUCED
28183812 6/1/2029 1642.33 7/1/1999 $250,000 $250,000.00 249,789.96 PURCH FULL
28183960 6/1/2029 1987.47 7/1/1999 $295,000 $295,000.00 294,764.09 PURCH REDUCED
28185635 6/1/2029 1773.66 7/1/1999 $260,000 $260,000.00 259,797.17 R/T REFI FULL
28185692 6/1/2029 2144.09 7/1/1999 $314,300 $314,054.81 314,054.81 R/T REFI REDUCED
28186468 6/1/2029 3326.52 7/1/1999 $500,000 $499,590.15 499,590.15 PURCH REDUCED
28186484 6/1/2029 1681.74 7/1/1999 $256,000 $255,784.93 255,784.93 R/T REFI REDUCED
28186641 6/1/2029 2046.53 7/1/1999 $300,000 $299,594.50 299,594.50 R/T REFI FULL
28186732 6/1/2029 2021.16 7/1/1999 $300,000 $300,000.00 299,760.09 PURCH FULL
28187581 6/1/2029 1902.91 7/1/1999 $268,850 $268,850.00 268,655.41 PURCH FULL
28187995 6/1/2029 2964.37 7/1/1999 $440,000 $440,000.00 439,648.13 PURCH REDUCED
28188324 6/1/2029 4081.5 7/1/1999 $621,300 $621,300.00 620,778.03 C/O REFI REDUCED
28188720 6/1/2029 2494.89 7/1/1999 $375,000 $375,000.00 374,692.61 C/O REFI REDUCED
28188746 6/1/2029 2657.82 7/1/1999 $394,500 $394,500.00 394,184.52 R/T REFI REDUCED
28188795 6/1/2029 1848.02 7/1/1999 $270,900 $270,900.00 270,688.67 C/O REFI REDUCED
28188928 6/1/2029 2236.75 7/1/1999 $332,000 $332,000.00 331,734.50 R/T REFI REDUCED
28189025 6/1/2029 3099.11 7/1/1999 $460,000 $460,000.00 459,632.14 C/O REFI FULL
28189132 6/1/2029 2032.89 7/1/1999 $298,000 $298,000.00 297,767.53 R/T REFI FULL
28191088 6/1/2029 1828.57 7/1/1999 $264,750 $264,548.54 264,548.54 C/O REFI REDUCED
28191211 6/1/2029 1915.54 7/1/1999 $287,920 $287,683.99 287,683.99 PURCH REDUCED
28191377 6/1/2029 2401.27 7/1/1999 $352,000 $351,725.40 351,725.40 PURCH FULL
28191823 6/1/2029 3012.5 7/1/1999 $441,600 $441,255.50 441,255.50 PURCH FULL
28192235 6/1/2029 1929.38 7/1/1999 $290,000 $290,000.00 289,762.29 PURCH REDUCED
28192722 6/1/2029 2046.53 7/1/1999 $300,000 $300,000.00 299,765.97 PURCH REDUCED
28193472 6/1/2029 1734.06 7/1/1999 $248,000 $247,815.94 247,815.94 PURCH FULL
28193829 6/1/2029 2042.72 7/1/1999 $303,200 $302,957.53 302,957.53 PURCH REDUCED
28194660 6/1/2029 2607.97 7/1/1999 $382,300 $382,300.00 382,001.76 R/T REFI FULL
28195006 6/1/2029 4406.86 7/1/1999 $646,000 $646,000.00 645,496.06 R/T REFI REDUCED
28197002 6/1/2029 2328.56 7/1/1999 $350,000 $350,000.00 349,713.11 PURCH REDUCED
28197366 6/1/2029 1987.47 7/1/1999 $295,000 $295,000.00 294,764.09 PURCH REDUCED
28197895 6/1/2029 4244.43 7/1/1999 $630,000 $630,000.00 629,496.20 C/O REFI FULL
28198273 6/1/2029 3138.02 7/1/1999 $460,000 $460,000.00 459,641.15 PURCH REDUCED
28198828 6/1/2029 3494.87 7/1/1999 $532,000 $532,000.00 531,553.05 PURCH REDUCED
28199594 6/1/2029 2366.26 7/1/1999 $342,600 $342,600.00 342,339.30 R/T REFI REDUCED
28200491 6/1/2029 1881.4 7/1/1999 $272,400 $272,192.72 272,192.72 R/T REFI REDUCED
28200913 6/1/2029 2719.54 7/1/1999 $393,750 $393,750.00 393,450.38 C/O REFI REDUCED
28201523 6/1/2029 1704.76 7/1/1999 $249,900 $249,900.00 249,705.05 PURCH FULL
28201796 6/1/2029 2396.42 7/1/1999 $355,700 $355,700.00 355,415.55 C/O REFI FULL
28202828 6/1/2029 3605.94 7/1/1999 $542,000 $542,000.00 541,555.73 R/T REFI FULL
28203214 6/1/2029 2009.22 7/1/1999 $302,000 $302,000.00 301,752.45 PURCH REDUCED
28203248 6/1/2029 3216.47 7/1/1999 $471,500 $471,500.00 471,132.18 R/T REFI FULL
28203560 6/1/2029 2694.88 7/1/1999 $400,000 $400,000.00 399,680.12 C/O REFI REDUCED
28204758 6/1/2029 2355.21 7/1/1999 $341,000 $341,000.00 340,740.52 PURCH FULL
28205110 6/1/2029 2248.54 7/1/1999 $333,750 $333,750.00 333,483.10 C/O REFI REDUCED
28205441 6/1/2029 2210.17 7/1/1999 $320,000 $319,756.50 319,756.50 PURCH FULL
28205920 6/1/2029 3397.24 7/1/1999 $498,000 $498,000.00 497,611.51 R/T REFI REDUCED
28207603 6/1/2029 1831.99 7/1/1999 $268,550 $268,550.00 268,340.50 R/T REFI FULL
28208841 6/1/2029 1814.59 7/1/1999 $266,000 $265,792.49 265,792.49 C/O REFI REDUCED
28208999 6/1/2029 1944.21 7/1/1999 $285,000 $285,000.00 284,777.67 PURCH FULL
28209344 6/1/2029 3182.81 7/1/1999 $478,400 $478,007.86 478,007.86 PURCH REDUCED
28209484 6/1/2029 4118.23 7/1/1999 $619,000 $619,000.00 618,492.60 PURCH FULL
28209567 6/1/2029 2021.16 7/1/1999 $300,000 $300,000.00 299,760.09 PURCH FULL
28209716 7/1/2029 3181.68 7/1/1999 $466,400 $466,400.00 466,400.00 PURCH FULL
28209781 6/1/2029 2123.39 7/1/1999 $300,000 $300,000.00 299,782.86 PURCH REDUCED
28209872 6/1/2029 2136.58 7/1/1999 $313,200 $312,955.67 312,955.67 PURCH FULL
28211555 6/1/2029 2307.41 7/1/1999 $330,000 $330,000.00 329,755.09 C/O REFI FULL
28212181 6/1/2029 1753.63 7/1/1999 $250,800 $250,800.00 250,613.87 R/T REFI REDUCED
28212702 6/1/2029 1869.57 7/1/1999 $277,500 $277,500.00 277,278.09 C/O REFI REDUCED
28212744 6/1/2029 2230.04 7/1/1999 $326,900 $326,900.00 326,644.98 PURCH FULL
28212819 6/1/2029 2500.18 7/1/1999 $366,500 $366,500.00 366,214.09 R/T REFI REDUCED
28212843 7/1/2029 1740.92 7/1/1999 $255,200 $255,200.00 255,200.00 R/T REFI REDUCED
28213015 6/1/2029 6419.28 7/1/1999 $941,000 $941,000.00 940,265.93 R/T REFI FULL
28213064 6/1/2029 2892.43 7/1/1999 $424,000 $424,000.00 423,669.24 R/T REFI REDUCED
28214872 6/1/2029 2189.59 7/1/1999 $325,000 $325,000.00 324,740.10 C/O REFI REDUCED
28215226 6/1/2029 2438.87 7/1/1999 $362,000 $362,000.00 361,710.51 PURCH REDUCED
28215341 6/1/2029 2779.97 7/1/1999 $402,500 $400,973.70 400,973.70 R/T REFI REDUCED
28215671 6/1/2029 2590.04 7/1/1999 $375,000 $375,000.00 374,714.65 PURCH FULL
28215721 6/1/2029 2133.81 7/1/1999 $316,720 $316,720.00 316,466.72 PURCH REDUCED
28215937 6/1/2029 2417.37 7/1/1999 $350,000 $349,733.67 349,733.67 PURCH REDUCED
28216646 6/1/2029 2022.52 7/1/1999 $304,000 $304,000.00 303,750.81 R/T REFI FULL
28217040 6/1/2029 1753.2 7/1/1999 $257,000 $257,000.00 256,799.51 R/T REFI REDUCED
28217826 6/1/2029 3368.6 7/1/1999 $500,000 $500,000.00 499,600.15 PURCH REDUCED
28217859 6/1/2029 2054.85 7/1/1999 $305,000 $305,000.00 304,756.09 PURCH REDUCED
28218568 6/1/2029 2223.28 7/1/1999 $330,000 $330,000.00 329,736.10 PURCH REDUCED
28218865 6/1/2029 2331.07 7/1/1999 $346,000 $346,000.00 345,723.31 R/T REFI REDUCED
28218998 6/1/2029 2233.56 7/1/1999 $340,000 $340,000.00 339,714.36 PURCH FULL
28219707 6/1/2029 3065.42 7/1/1999 $455,000 $455,000.00 454,636.14 R/T REFI FULL
28219731 6/1/2029 4417.1 7/1/1999 $647,500 $646,411.98 646,411.98 R/T REFI REDUCED
28219780 6/1/2029 3108.54 7/1/1999 $461,400 $461,400.00 461,031.02 PURCH FULL
28219814 6/1/2029 1852.73 7/1/1999 $275,000 $275,000.00 274,780.08 C/O REFI REDUCED
28219848 7/1/2029 2304.61 7/1/1999 $346,400 $346,400.00 346,400.00 PURCH REDUCED
28221349 6/1/2029 1961.26 7/1/1999 $287,500 $287,500.00 287,275.72 R/T REFI REDUCED
28222032 6/1/2029 1796.32 7/1/1999 $270,000 $270,000.00 269,778.68 PURCH REDUCED
28222511 6/1/2029 2070.3 7/1/1999 $292,500 $292,500.00 292,288.29 C/O REFI REDUCED
28223063 6/1/2029 2938.98 7/1/1999 $441,750 $441,387.89 441,387.89 PURCH REDUCED
28224236 6/1/2029 2141.59 7/1/1999 $326,000 $326,000.00 325,726.12 R/T REFI REDUCED
28224749 6/1/2029 2090.68 7/1/1999 $302,700 $301,936.31 301,936.31 R/T REFI REDUCED
28225118 6/1/2029 3988.41 7/1/1999 $592,000 $592,000.00 591,526.59 R/T REFI FULL
28225985 6/1/2029 2373.86 7/1/1999 $343,700 $343,700.00 343,438.46 R/T REFI REDUCED
28226074 6/1/2029 2482.82 7/1/1999 $359,477 $359,477.00 359,203.47 R/T REFI REDUCED
28226165 6/1/2029 2728.71 7/1/1999 $400,000 $400,000.00 399,687.96 C/O REFI REDUCED
28226264 6/1/2029 2251.61 7/1/1999 $326,000 $326,000.00 325,751.93 R/T REFI REDUCED
28226280 6/1/2029 2035.42 7/1/1999 $294,700 $294,700.00 294,475.76 R/T REFI REDUCED
28226306 6/1/2029 2188.75 7/1/1999 $316,900 $316,900.00 316,658.86 C/O REFI REDUCED
28229649 6/1/2029 3638.09 7/1/1999 $540,000 $540,000.00 539,568.16 PURCH FULL
28230324 6/1/2029 4447.01 7/1/1999 $636,000 $636,000.00 635,527.99 PURCH REDUCED
28231884 6/1/2029 2622.5 7/1/1999 $379,700 $371,309.41 371,309.41 R/T REFI FULL
28232007 6/1/2029 3537.03 7/1/1999 $525,000 $525,000.00 524,580.16 C/O REFI REDUCED
28233997 7/1/2029 1767.84 7/1/1999 $262,400 $262,400.00 262,400.00 PURCH FULL
28234508 6/1/2029 3120.42 7/1/1999 $475,000 $474,600.93 474,600.93 PURCH REDUCED
28235216 7/1/2029 2489.95 7/1/1999 $365,000 $365,000.00 365,000.00 C/O REFI REDUCED
28235448 6/1/2029 4321.91 7/1/1999 $641,500 $641,500.00 640,987.00 R/T REFI FULL
28235539 6/1/2029 3410.88 7/1/1999 $500,000 $500,000.00 499,609.95 PURCH REDUCED
28237717 6/1/2029 3422.99 7/1/1999 $514,500 $514,500.00 514,078.26 R/T REFI REDUCED
28238459 6/1/2029 3233.85 7/1/1999 $480,000 $480,000.00 479,616.15 PURCH REDUCED
28239077 6/1/2029 5255.44 7/1/1999 $800,000 $800,000.00 799,327.89 PURCH FULL
28244309 6/1/2029 2575.17 7/1/1999 $392,000 $392,000.00 391,670.66 PURCH FULL
28247229 6/1/2029 2894.07 7/1/1999 $435,000 $434,643.17 434,643.17 PURCH REDUCED
28248730 6/1/2029 1844.31 7/1/1999 $273,750 $273,531.08 273,531.08 PURCH REDUCED
28249746 6/1/2029 1827.58 7/1/1999 $267,903 $267,694.00 267,694.00 PURCH FULL
28251957 6/1/2029 1875.99 7/1/1999 $275,000 $275,000.00 274,785.47 PURCH REDUCED
28251981 6/1/2029 2016.67 7/1/1999 $303,120 $303,120.00 302,871.53 PURCH REDUCED
28254720 6/1/2029 2319.4 7/1/1999 $340,000 $340,000.00 339,734.77 PURCH FULL
28255032 7/1/2029 1795.83 7/1/1999 $263,250 $263,250.00 263,250.00 R/T REFI FULL
28256634 6/1/2029 1786.85 7/1/1999 $272,000 $272,000.00 271,771.48 PURCH REDUCED
28262970 6/1/2029 2196.31 7/1/1999 $321,955 $321,955.00 321,703.83 PURCH FULL
28277549 7/1/2029 1729.79 7/1/1999 $260,000 $260,000.00 260,000.00 R/T REFI FULL
28302230 6/1/2029 1215.59 7/1/1999 $176,000 $175,866.08 175,866.08 PURCH FULL
28303709 6/1/2029 2431.18 7/1/1999 $352,000 $351,732.15 351,732.15 PURCH REDUCED
23081714 6/1/2029 994.23 7/1/1999 $143,950 $143,950.00 143,840.46 PURCH FULL
22616841 6/1/2026 2660.16 7/1/1999 $394,639 $391,631.28 391,631.28 R/T REFI FULL
22620371 4/1/2028 2188.77 7/1/1999 $323,297 $318,538.52 318,241.07 C/O REFI FULL
22865984 4/1/2029 1873.5 7/1/1999 $281,600 $281,136.99 280,903.46 PURCH FULL
22906572 4/1/2029 1842.03 7/1/1999 $280,400 $279,927.51 279,689.23 PURCH FULL
22950901 4/1/2029 2508.19 7/1/1999 $377,000 $376,380.15 376,067.51 R/T REFI FULL
22965313 5/1/2029 1849.04 7/1/1999 $271,050 $270,625.83 270,625.83 PURCH FULL
22989016 5/1/2029 2363.74 7/1/1999 $346,500 $346,229.69 345,957.75 PURCH FULL
22995856 6/1/2029 1709.83 7/1/1999 $257,000 $257,000.00 256,789.34 R/T REFI FULL
23010002 5/1/2029 1407.45 7/1/1999 $211,550 $211,202.17 211,202.17 PURCH FULL
23024862 5/1/2029 1228.82 7/1/1999 $184,700 $184,396.31 184,396.31 PURCH FULL
23032535 6/1/2029 624.87 7/1/1999 $91,600 $91,528.55 91,528.55 PURCH FULL
23059397 6/1/2029 2072.03 7/1/1999 $300,000 $299,771.72 299,771.72 PURCH FULL
22932537 6/1/2029 3001.58 7/1/1999 $440,000 $440,000.00 439,656.75 R/T REFI FULL
23002298 6/1/2029 1199.02 7/1/1999 $173,600 $173,600.00 173,467.90 PURCH FULL
23020217 6/1/2029 2225.6 7/1/1999 $326,250 $326,250.00 325,995.49 R/T REFI FULL
23020415 7/1/2029 3287.61 7/1/1999 $476,000 $476,000.00 476,000.00 PURCH FULL
23029952 7/1/2029 3067.41 7/1/1999 $449,650 $449,650.00 449,650.00 PURCH FULL
23048036 6/1/2029 2019.25 7/1/1999 $296,000 $296,000.00 295,769.08 R/T REFI FULL
</TABLE>
LOAN# APPRAISAL RTERM CLTV
- ----- --------- ----- ----
21597521 $400,000 354 74.6
21903091 $301,000 347 79.1
22030175 $360,000 358 79.9
22082929 $398,000 359 75.3
22317127 $487,000 353 51.0
22357628 $610,000 340 73.1
22365290 $415,000 355 77.8
22385520 $955,000 353 46.8
22416499 $362,000 352 79.4
22476097 $444,000 358 79.8
22507859 $346,000 350 79.4
22511109 $365,000 353 74.5
22590897 $505,500 352 79.5
22605372 $499,000 352 76.7
22618797 $286,000 355 79.7
22633382 $295,000 354 89.5
22640262 $422,000 354 79.6
22644124 $412,000 359 79.8
22713192 $284,000 356 89.7
22735062 $395,000 355 71.6
22740864 $460,000 359 79.9
22751465 $343,000 356 79.7
22766679 $586,000 359 46.1
22781009 $305,000 356 89.7
22789382 $660,000 359 79.9
22791685 $450,000 359 72.4
22797492 $360,000 358 79.9
22802664 $630,000 355 71.2
22803951 $550,000 358 62.4
22803993 $470,000 358 79.9
22807713 $454,500 355 79.7
22813786 $350,000 355 79.7
22826143 $358,000 359 74.5
22843577 $380,000 359 73.6
22846570 $525,000 358 79.9
22849475 $303,000 356 94.6
22864532 $615,000 359 78.9
22869820 $356,000 358 79.9
22871214 $640,000 359 68.7
22887004 $500,000 358 66.5
22895692 $300,000 358 79.9
22895932 $490,000 359 79.9
22898795 $380,000 351 74.9
22900021 $400,000 358 79.9
22900096 $379,000 359 66.4
22903926 $157,000 358 78.7
22905400 $475,000 358 79.9
22905491 $625,000 359 52.0
22905830 $377,000 358 79.9
22908222 $340,000 358 79.9
22910251 $345,000 358 79.9
22911713 $665,000 359 79.9
22911903 $670,000 359 79.9
22912265 $460,000 357 74.8
22914931 $410,000 358 74.0
22915839 $580,000 358 79.9
22915920 $460,000 358 79.9
22918965 $429,000 358 74.9
22919039 $294,000 358 94.9
22919609 $430,000 359 79.9
22920292 $625,000 358 79.9
22922140 $400,000 359 74.9
22923080 $865,000 359 46.2
22923262 $310,000 359 79.9
22927172 $335,000 358 79.9
22931455 $498,000 359 60.3
22932230 $405,000 358 79.9
22932750 $379,000 358 79.9
22932800 $410,000 358 74.9
22935357 $450,000 358 79.9
22936488 $475,000 359 79.9
22937486 $330,000 359 94.9
22939383 $360,000 358 74.9
22941132 $355,000 359 74.9
22941157 $360,000 359 89.9
22941181 $490,000 359 79.9
22941231 $293,000 359 79.9
22942239 $560,000 359 79.9
22943286 $295,000 359 79.9
22944540 $855,000 359 73.0
22945752 $315,000 359 84.9
22946495 $415,000 359 79.9
22949317 $424,000 358 79.9
22949481 $315,000 357 79.8
22949895 $440,000 357 64.9
22950182 $420,000 359 79.9
22953780 $600,000 359 62.7
22954093 $670,000 358 66.5
22954408 $925,000 359 50.2
22954515 $400,000 358 79.9
22955090 $270,000 358 79.9
22955165 $375,000 359 74.9
22955801 $450,000 358 79.9
22957443 $505,000 359 73.3
22959175 $356,400 358 79.9
22959589 $533,000 359 74.9
22959654 $639,000 358 58.6
22960991 $167,000 359 79.9
22961171 $380,000 358 78.7
22963656 $825,000 358 48.4
22963805 $375,000 359 77.8
22963813 $875,000 359 48.5
22965347 $420,000 359 78.4
22965511 $386,000 359 79.9
22965529 $680,000 359 79.9
22965933 $600,000 359 79.9
22966576 $365,000 359 89.9
22966675 $355,000 358 89.8
22967301 $325,000 358 86.5
22967681 $282,500 359 89.9
22967855 $479,000 358 79.9
22968150 $368,000 359 78.2
22969083 $754,000 359 65.6
22970909 $323,000 359 94.9
22971097 $296,000 358 79.9
22971964 $539,000 359 64.9
22973028 $350,000 358 79.9
22973432 $390,000 359 79.9
22975940 $355,000 358 79.7
22977037 $398,000 359 79.9
22977045 $449,000 359 76.1
22977359 $273,000 358 79.9
22978043 $500,000 358 79.9
22978365 $700,000 359 71.5
22979595 $840,000 359 62.5
22980254 $850,000 358 76.3
22980908 $407,000 359 71.3
22981518 $1,000,000 358 64.9
22982532 $400,000 359 73.8
22982722 $475,000 359 79.9
22983217 $615,000 358 51.9
22983274 $540,000 359 77.0
22984587 $395,000 359 79.9
22984918 $319,000 359 79.9
22985261 $812,000 358 74.9
22985600 $315,000 358 79.9
22985808 $387,500 359 74.9
22987242 $415,000 359 74.6
22987382 $456,000 358 79.9
22987572 $311,000 359 79.9
22989420 $342,000 358 79.9
22989495 $430,000 299 74.3
22989503 $550,000 359 72.2
22989743 $470,000 359 64.4
22989941 $400,000 359 78.9
22989966 $585,000 359 79.9
22990576 $385,000 359 79.9
22991012 $500,000 359 58.2
22991467 $788,000 359 79.9
22991905 $472,000 359 79.9
22992234 $730,000 358 58.7
22992580 $329,000 358 74.9
22992689 $613,000 358 79.1
22992820 $365,000 359 79.7
22992846 $301,000 358 79.7
22992887 $375,000 358 79.9
22993216 $750,000 359 69.9
22994503 $338,500 359 79.9
22994768 $395,000 359 78.7
22995815 $756,000 358 69.3
22997423 $437,950 358 68.4
22997514 $330,000 358 89.8
22997530 $500,000 359 59.2
22997555 $326,000 359 79.9
22997860 $715,000 358 69.8
22997936 $372,000 359 77.9
22998199 $500,000 359 74.9
22998207 $360,000 358 79.9
22998710 $387,000 359 79.9
22998728 $305,000 359 83.5
22998777 $1,545,000 359 56.2
22998975 $725,000 358 52.7
22999296 $395,000 358 79.9
22999767 $270,000 360 80.0
22999866 $666,250 358 59.9
23000136 $225,000 358 79.9
23000797 $335,000 359 79.9
23000870 $400,000 359 79.9
23001472 $326,500 358 79.4
23001951 $346,000 358 79.9
23002116 $510,000 359 78.2
23002124 $385,000 358 89.9
23002397 $380,000 358 79.9
23002702 $770,000 358 60.6
23003064 $349,000 358 79.7
23004542 $525,000 359 77.7
23006372 $600,000 359 48.3
23006570 $475,000 359 70.5
23006596 $710,000 359 46.4
23006984 $950,000 359 61.6
23007057 $477,000 358 79.9
23007370 $905,000 359 51.8
23007495 $340,000 359 88.2
23007966 $355,000 358 79.9
23008048 $345,000 358 79.8
23008170 $380,000 359 77.8
23009087 $400,000 359 70.7
23009111 $795,000 358 79.9
23009152 $520,000 360 74.0
23009277 $329,000 359 75.3
23009491 $395,000 359 89.9
23010663 $395,000 358 79.9
23010846 $347,000 359 79.9
23010952 $365,000 358 78.1
23011463 $515,000 359 71.8
23011596 $518,000 359 79.3
23011646 $335,000 359 86.5
23011653 $406,000 358 67.1
23011935 $425,000 358 79.9
23012297 $1,000,000 359 64.9
23012404 $422,000 359 72.2
23012602 $425,000 359 78.5
23012735 $1,000,000 359 60.0
23012768 $560,000 359 65.6
23012891 $416,000 359 79.9
23012917 $780,000 359 79.9
23013774 $360,000 358 79.9
23014202 $278,000 359 94.9
23014889 $325,000 359 79.9
23016173 $345,000 358 79.6
23016231 $406,000 359 79.9
23016314 $515,000 358 77.5
23017130 $206,000 358 79.8
23017163 $635,000 358 60.7
23017254 $425,000 358 74.7
23018005 $372,000 359 79.9
23018104 $367,000 359 71.6
23018534 $280,000 359 89.9
23018658 $331,000 358 94.8
23019268 $287,000 358 79.9
23019557 $385,000 359 79.9
23019631 $335,000 359 79.9
23020845 $315,000 359 94.9
23021215 $465,000 359 74.9
23021975 $550,000 359 84.9
23022338 $550,000 358 53.0
23022775 $475,000 359 71.5
23023070 $507,000 359 73.8
23023203 $560,000 359 79.9
23023427 $470,000 359 74.4
23024466 $396,000 358 89.9
23024953 $457,500 358 79.9
23025422 $800,000 358 68.6
23025455 $537,000 359 79.9
23026370 $510,000 358 79.9
23026412 $420,000 359 76.4
23026693 $290,000 358 89.9
23026891 $779,000 359 62.5
23027444 $342,000 359 76.5
23027683 $650,000 359 62.3
23027725 $415,000 358 79.9
23027758 $410,000 359 79.9
23027907 $430,000 359 79.9
23028236 $492,000 358 79.9
23028350 $520,000 359 68.0
23028392 $380,000 359 74.9
23028475 $322,000 359 79.9
23028657 $451,000 359 78.2
23028681 $387,000 359 79.2
23029275 $366,000 359 79.8
23029879 $375,000 359 79.9
23029895 $374,900 358 74.9
23030737 $490,000 359 79.7
23031172 $650,000 358 69.5
23031255 $338,000 358 89.9
23031636 $615,000 359 66.9
23032345 $375,000 359 74.6
23032998 $615,000 359 78.9
23033384 $425,000 359 79.9
23033483 $117,000 359 79.9
23034234 $350,000 359 75.7
23034549 $1,200,000 359 54.1
23034671 $800,000 359 72.1
23034846 $370,000 359 79.8
23035041 $550,000 359 63.7
23035066 $350,000 359 79.9
23035363 $463,500 359 70.4
23035736 $590,000 359 79.0
23036049 $525,000 359 79.9
23036122 $347,000 359 79.9
23036221 $405,000 359 79.9
23036379 $780,000 359 42.3
23036833 $900,000 358 44.7
23036866 $315,000 358 84.0
23036932 $460,000 359 65.2
23037153 $360,000 359 74.9
23037492 $375,000 359 78.6
23037518 $350,000 359 79.9
23038359 $285,000 358 94.8
23038680 $280,000 360 95.0
23039050 $155,000 359 79.9
23039175 $647,000 359 79.9
23039373 $275,000 359 89.9
23039548 $765,000 358 57.0
23039845 $650,000 359 75.2
23039985 $425,000 359 62.3
23040082 $695,000 359 49.6
23040124 $310,000 359 89.8
23040132 $450,000 358 68.8
23041015 $410,000 359 79.9
23041841 $530,000 360 75.0
23042633 $130,000 358 79.9
23042690 $590,000 359 79.9
23042740 $380,000 358 79.9
23042906 $525,000 359 65.0
23043136 $434,000 358 79.9
23043151 $485,000 359 63.1
23043243 $370,000 359 89.9
23043342 $345,000 359 71.8
23043599 $460,000 359 70.8
23043953 $269,000 359 94.9
23044258 $332,000 359 79.9
23044449 $497,000 359 79.9
23044613 $377,000 359 79.9
23044902 $330,000 358 79.3
23044928 $395,000 358 79.3
23045099 $346,000 359 79.9
23045214 $360,000 358 74.9
23045933 $450,000 358 79.8
23046378 $290,500 359 89.9
23046733 $432,000 359 79.9
23046832 $425,000 359 79.9
23047517 $565,000 359 70.0
23047541 $530,000 359 70.0
23047731 $550,000 359 63.6
23047814 $312,000 359 89.9
23047863 $550,000 359 79.9
23048242 $341,000 359 79.9
23048580 $326,000 359 79.7
23048713 $393,000 359 87.5
23049174 $975,000 359 63.6
23049232 $925,000 359 76.0
23049406 $625,000 359 61.4
23049794 $950,000 359 68.4
23049836 $397,000 359 74.9
23049877 $420,000 298 69.1
23049943 $384,000 359 79.1
23049968 $329,000 359 79.9
23050701 $411,000 359 79.9
23051220 $335,000 359 79.9
23051402 $560,000 359 79.9
23051444 $435,000 359 60.4
23051915 $430,000 359 79.9
23053440 $355,000 359 79.9
23053564 $373,000 359 79.9
23053572 $328,000 359 79.9
23054703 $520,000 359 77.8
23055874 $355,000 359 89.8
23055924 $335,000 359 79.9
23056641 $345,000 359 79.9
23056898 $308,000 359 89.9
23057037 $375,000 359 77.0
23057714 $226,500 359 79.9
23058415 $405,000 359 79.9
23058878 $465,000 359 73.0
23058985 $335,000 358 94.9
23059017 $545,000 358 61.5
23059231 $348,000 359 74.2
23059819 $440,000 359 74.9
23060163 $482,000 359 70.5
23060221 $535,000 359 79.9
23061591 $1,025,000 360 34.1
23061674 $387,000 360 78.9
23061815 $435,000 359 60.9
23062771 $446,000 359 79.9
23062847 $325,000 359 89.9
23064090 $425,000 359 76.9
23066319 $405,000 359 69.5
23066822 $311,000 359 79.9
23069107 $385,000 359 79.9
23069495 $585,000 359 79.9
23069537 $265,000 359 79.9
23070014 $670,000 359 79.9
23070139 $634,000 359 79.9
23070899 $375,000 359 69.7
23071475 $540,000 359 79.9
23071962 $450,000 359 74.9
23072812 $296,000 359 89.8
23074354 $465,000 359 79.9
23074800 $450,000 359 79.9
23075534 $410,000 359 74.3
23076185 $360,000 359 79.1
23078959 $365,000 359 79.5
23079718 $375,000 359 74.6
23080062 $358,000 359 79.9
23080732 $415,000 358 61.8
23080872 $398,000 359 68.9
23081060 $332,000 359 89.9
23081524 $425,000 359 69.9
23082803 $853,000 359 74.6
23082910 $411,500 359 79.9
23083447 $415,000 359 89.9
23084650 $431,000 359 79.9
23085178 $340,000 358 79.9
23085236 $320,000 358 79.9
23085871 $368,000 359 89.9
23086747 $1,300,000 359 69.9
23088297 $376,000 359 79.9
23088651 $425,000 359 79.4
23088826 $478,000 359 69.9
23088891 $770,000 359 74.9
23089238 $315,000 359 89.9
23089568 $370,000 359 73.8
23090392 $465,000 359 74.9
23090822 $305,000 359 94.9
23092463 $375,000 359 79.9
23093974 $775,000 359 79.9
23093990 $410,000 359 89.9
23094600 $500,000 359 79.5
23096316 $335,000 359 79.9
23097504 $355,000 359 84.4
23097785 $301,000 359 89.8
23097975 $280,000 359 89.9
23098577 $426,000 359 89.4
23098635 $375,000 359 79.9
23102007 $288,000 359 79.9
23103914 $589,000 359 79.9
23105257 $480,000 359 63.9
23105992 $350,000 359 79.9
23107444 $398,000 359 79.9
23109390 $290,000 359 94.8
23111263 $362,000 359 79.9
23112519 $335,000 359 79.9
23117658 $390,000 359 87.0
23118946 $945,000 358 52.8
23119225 $585,000 358 79.9
23119357 $475,000 358 78.8
23119506 $361,300 359 79.3
23120512 $359,000 359 79.9
23121783 $525,000 359 61.9
23128374 $330,000 359 89.9
23128788 $385,000 359 72.7
23133044 $630,000 359 74.9
23136500 $330,000 359 79.9
23139389 $307,000 359 79.9
23139538 $340,000 359 79.9
23141138 $450,000 359 79.9
23144819 $315,000 360 80.0
23163033 $465,000 359 79.9
23163959 $350,000 358 79.9
23164379 $312,000 358 79.9
23164411 $375,000 358 79.9
23164510 $311,000 358 89.8
27011154 $320,000 359 89.9
27154731 $309,000 360 90.0
27560788 $560,600 359 79.9
27583822 $360,000 359 79.9
27622547 $280,000 359 94.7
27689033 $400,000 359 79.9
27701853 $275,000 359 94.9
27718717 $763,000 356 67.0
27800184 $400,000 359 89.9
27800424 $650,000 359 79.9
27802222 $532,500 356 57.0
27826924 $420,000 359 79.9
27847581 $446,900 359 79.9
27912914 $565,000 359 79.9
27923721 $163,000 359 79.9
27930163 $365,000 359 79.4
27936996 $1,275,000 359 69.9
27940931 $360,000 359 88.5
27947886 $710,000 359 79.8
27956903 $387,500 359 69.7
27956952 $326,000 359 79.9
27972884 $355,000 359 79.9
27974278 $498,000 359 79.9
27984079 $275,000 359 89.9
27984632 $355,000 359 72.2
27985761 $739,500 359 50.2
27987221 $350,000 359 79.9
27987569 $445,000 359 79.9
27990373 $400,000 359 79.9
27992627 $475,000 359 79.9
28004992 $495,000 359 79.9
28009413 $700,000 359 66.6
28034676 $575,000 359 58.1
28036069 $570,000 359 79.9
28037083 $750,000 359 47.8
28037216 $385,000 359 79.9
28038594 $637,000 359 79.9
28039543 $460,000 359 79.9
28040269 $262,000 359 94.9
28048999 $502,000 359 60.0
28052330 $428,000 359 84.9
28054849 $328,000 359 79.9
28057479 $500,000 359 76.0
28059640 $328,000 359 79.9
28060119 $410,000 359 79.9
28060259 $800,000 359 79.9
28061075 $450,000 359 79.9
28061562 $310,000 359 79.9
28064210 $385,000 359 74.9
28066462 $372,000 359 79.9
28076966 $404,000 359 79.9
28078228 $332,000 359 89.9
28087484 $430,000 359 67.0
28090793 $1,265,000 359 23.7
28094282 $645,000 359 72.0
28094506 $460,000 359 76.5
28098135 $398,000 359 79.3
28100568 $375,000 359 89.9
28110732 $750,000 359 79.9
28111813 $350,000 359 79.9
28119956 $405,000 359 79.9
28124873 $415,000 359 66.4
28125060 $682,000 359 74.1
28128106 $500,000 359 62.7
28129328 $393,500 359 79.9
28129435 $355,000 359 79.9
28129518 $765,000 359 54.2
28129682 $960,000 359 67.7
28129773 $420,000 359 79.9
28130136 $364,000 359 89.9
28132728 $580,000 359 79.8
28133825 $525,000 359 67.1
28134286 $669,000 359 53.0
28134567 $470,000 359 69.9
28136067 $360,000 359 79.9
28136133 $568,300 359 61.5
28136596 $315,000 359 79.9
28137339 $525,000 359 52.5
28137487 $760,000 359 38.8
28138840 $420,000 359 79.9
28138931 $605,000 359 57.0
28139087 $550,000 359 70.9
28139368 $1,200,000 359 39.4
28139723 $605,000 359 79.3
28140507 $530,000 359 79.9
28140614 $425,000 359 79.9
28140655 $454,000 359 78.1
28140895 $514,356 359 79.9
28141109 $570,000 359 68.3
28141158 $383,000 359 79.9
28141182 $420,000 359 73.2
28141208 $480,000 359 63.1
28142529 $325,000 359 79.9
28142719 $780,000 359 53.6
28143477 $387,500 359 79.9
28143774 $545,000 359 55.0
28143782 $730,000 359 65.7
28144376 $1,250,000 359 72.9
28144475 $697,000 359 68.1
28144483 $850,000 359 70.5
28144723 $385,000 359 67.5
28146520 $525,000 359 74.9
28147635 $690,000 359 52.7
28147643 $541,000 359 69.9
28148864 $399,000 359 79.9
28149177 $580,000 359 79.9
28151553 $735,000 359 69.9
28151652 $330,000 359 79.9
28152536 $585,000 359 70.9
28153047 $450,000 359 59.3
28153161 $525,000 359 79.9
28153526 $900,000 359 55.5
28155075 $470,000 359 71.2
28155109 $360,000 359 79.9
28155935 $340,000 359 79.9
28157022 $409,000 359 79.9
28157774 $450,000 359 79.9
28159044 $845,000 359 31.3
28159234 $735,000 359 69.5
28160646 $495,000 359 74.2
28161073 $465,000 359 64.5
28163186 $645,000 359 79.9
28163939 $326,000 360 80.0
28164465 $316,000 359 89.7
28165314 $341,000 359 89.9
28166569 $605,000 359 58.6
28167021 $538,000 359 71.1
28171155 $485,000 359 73.4
28171254 $435,000 359 79.9
28171718 $639,000 359 52.2
28172153 $410,000 359 65.1
28172328 $276,000 360 90.0
28172344 $570,000 359 69.9
28173441 $450,000 359 79.9
28173565 $550,000 359 61.4
28174571 $1,365,000 359 33.3
28174746 $1,035,000 359 62.8
28176519 $880,000 359 44.7
28177657 $605,000 359 74.3
28178036 $405,000 359 69.7
28178523 $333,000 359 78.0
28178853 $500,000 359 73.1
28179190 $345,000 359 75.2
28180958 $550,000 359 51.2
28181022 $445,000 359 78.9
28181030 $394,000 359 79.9
28181055 $895,000 359 69.2
28181089 $810,000 359 66.1
28181212 $340,000 359 79.3
28181469 $495,000 359 79.9
28181584 $460,000 359 69.5
28183143 $1,545,000 359 38.0
28183812 $285,000 359 87.6
28183960 $369,000 359 79.9
28185635 $375,000 359 69.3
28185692 $403,000 359 77.9
28186468 $930,000 359 53.7
28186484 $320,000 359 79.9
28186641 $455,000 359 65.8
28186732 $377,000 359 79.9
28187581 $283,000 359 94.9
28187995 $630,000 359 69.8
28188324 $1,900,000 359 32.7
28188720 $500,000 359 74.9
28188746 $578,000 359 68.2
28188795 $387,000 359 69.9
28188928 $540,000 359 61.4
28189025 $735,000 359 62.5
28189132 $498,000 359 59.8
28191088 $353,000 359 74.9
28191211 $360,000 359 79.9
28191377 $440,000 359 79.9
28191823 $552,000 359 79.9
28192235 $365,000 359 79.8
28192722 $385,000 359 77.9
28193472 $310,000 359 79.9
28193829 $380,000 359 79.9
28194660 $802,000 359 47.6
28195006 $1,125,000 359 57.4
28197002 $460,000 359 77.4
28197366 $475,000 359 67.8
28197895 $900,000 359 69.9
28198273 $600,000 359 79.9
28198828 $665,000 359 79.9
28199594 $545,000 359 62.8
28200491 $440,000 359 61.9
28200913 $525,000 359 74.9
28201523 $335,000 359 75.7
28201796 $520,000 359 68.3
28202828 $788,000 359 68.7
28203214 $446,000 359 67.7
28203248 $808,000 359 58.3
28203560 $500,000 359 79.9
28204758 $430,000 359 79.2
28205110 $460,000 359 72.5
28205441 $449,000 359 71.2
28205920 $625,000 359 79.6
28207603 $600,000 359 44.7
28208841 $380,000 359 69.9
28208999 $470,000 359 63.3
28209344 $640,000 359 79.9
28209484 $919,000 359 67.3
28209567 $390,000 359 76.9
28209716 $585,000 360 80.0
28209781 $380,000 359 79.9
28209872 $420,000 359 74.9
28211555 $600,000 359 55.0
28212181 $362,000 359 69.2
28212702 $370,000 359 74.9
28212744 $408,700 359 79.9
28212819 $570,000 359 64.2
28212843 $319,000 360 80.0
28213015 $2,100,000 359 44.8
28213064 $620,000 359 68.3
28214872 $520,000 359 62.5
28215226 $470,000 359 79.9
28215341 $730,000 359 54.9
28215671 $550,000 359 68.1
28215721 $400,000 359 79.9
28215937 $618,800 359 56.5
28216646 $380,000 359 79.9
28217040 $410,000 359 62.6
28217826 $2,500,000 359 20.8
28217859 $602,500 359 50.6
28218568 $460,000 359 71.7
28218865 $495,000 359 69.8
28218998 $425,000 359 79.9
28219707 $670,000 359 67.9
28219731 $925,000 359 69.9
28219780 $659,200 359 69.9
28219814 $400,000 359 68.7
28219848 $450,000 360 80.0
28221349 $375,000 359 76.6
28222032 $368,000 359 73.3
28222511 $390,000 359 74.9
28223063 $589,000 359 74.9
28224236 $425,000 359 76.6
28224749 $397,000 359 76.1
28225118 $850,000 359 69.6
28225985 $491,000 359 69.9
28226074 $525,000 359 68.4
28226165 $750,000 359 53.3
28226264 $515,000 359 63.3
28226280 $430,000 359 68.5
28226306 $715,000 359 44.3
28229649 $675,000 359 79.9
28230324 $860,000 359 74.9
28231884 $640,000 359 58.0
28232007 $795,000 359 66.0
28233997 $333,000 360 80.0
28234508 $755,000 359 63.3
28235216 $700,000 360 52.1
28235448 $808,000 359 79.3
28235539 $744,000 359 67.3
28237717 $848,000 359 60.6
28238459 $600,000 359 79.9
28239077 $1,450,000 359 55.1
28244309 $493,500 359 79.9
28247229 $690,000 359 63.5
28248730 $378,000 359 74.9
28249746 $307,000 359 89.9
28251957 $468,500 359 59.7
28251981 $380,000 359 79.9
28254720 $430,000 359 79.9
28255032 $346,381 360 76.0
28256634 $345,000 359 79.9
28262970 $340,000 359 94.9
28277549 $325,000 360 80.0
28302230 $220,000 359 79.9
28303709 $450,000 359 79.9
23081714 $185,000 359 79.9
22616841 $505,000 323 77.6
22620371 $490,000 345 64.9
22865984 $3,530,000 357 79.8
22906572 $382,000 357 79.8
22950901 $513,000 357 73.3
22965313 $340,000 358 79.9
22989016 $385,000 358 89.9
22995856 $340,000 359 75.5
23010002 $265,000 358 79.9
23024862 $235,000 358 79.9
23032535 $114,500 359 79.9
23059397 $420,000 359 74.9
22932537 $600,000 359 73.3
23002298 $217,000 359 79.9
23020217 $435,000 359 74.9
23020415 $595,000 360 80.0
23029952 $565,000 360 79.6
23048036 $370,000 359 79.9
Total Loans 732.00
Sched UPB 255,201,518.51
WAC 7.16
WAM 358.45
WOLTV 74.00
<PAGE>
<TABLE>
EXHIBIT D-3
BANA MORTGAGE LOAN SCHEDULE
<CAPTION>
LOAN# CITY ST ZIP OCC PROP TERM OLTV INT RATE FPAYDT
- ----- ---- -- --- --- ---- ---- ---- -------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6074012748 SAN FRANCIS CA 94116 Primary SFR 360 74.4 7.250 7/1/1999
6101837687 TEMECULA CA 92592 Primary SFR 360 80.0 7.250 7/1/1999
6116705994 REDWOOD CIT CA 94062 Primary SFR 360 44.7 7.000 8/1/1999
6136679211 PHOENIX AZ 85020 Primary SFR 360 80.0 7.125 7/1/1999
6138171266 SANTA CRUZ CA 95062 Primary SFR 360 78.6 7.000 7/1/1999
6141720059 LOS ANGELES CA 90024 Primary SFR 360 71.5 7.375 7/1/1999
6154413154 SAN JOSE CA 95118 Primary SFR 360 80.0 7.125 7/1/1999
6165660066 SO SAN FRAN CA 94080 Primary SFR 360 73.0 7.500 8/1/1999
6169515092 SAN FRANCIS CA 94114 Primary SFR 360 72.2 7.125 8/1/1999
6175299962 CORONADO CA 92118 Primary SFR 360 80.0 6.750 7/1/1999
6175567517 PALOS VERDE CA 90274 Primary SFR 360 54.5 7.375 8/1/1999
6177545768 FREMONT CA 94536 Primary SFR 360 80.0 7.125 7/1/1999
6182559069 DOUGLASTON NY 11362 Primary SFR 360 80.0 7.500 7/1/1999
6185637045 LIVERMORE CA 94550 Primary SFR 360 80.0 7.000 7/1/1999
6202525710 SANTA CLARI CA 91354 Primary PUD 360 80.0 7.250 7/1/1999
6212273244 SAN JOSE CA 95138 Primary PUD 360 43.8 7.250 7/1/1999
6227892798 BERKELEY CA 94707 Primary SFR 360 80.0 7.500 7/1/1999
6229274391 SAUGUS AREA CA 91350 Primary SFR 360 80.0 7.375 7/1/1999
6236811615 EDGARTOWN MA 2539 Investor SFR 360 75.0 7.750 7/1/1999
6257819943 DANBURY CT 6810 Primary SFR 360 95.0 8.250 8/1/1999
6259083498 CARSON CITY NV 89703 Primary PUD 360 80.0 7.000 8/1/1999
6259228028 SAN FRANCIS CA 94112 Primary SFR 360 80.0 7.250 8/1/1999
6266813382 BERKELEY CA 94708 Primary SFR 360 62.4 6.875 7/1/1999
6279277229 MURRIETA CA 92562 Primary PUD 360 67.6 7.250 8/1/1999
6279403353 LA(SHERMAN CA 91423 Primary SFR 360 80.0 7.375 7/1/1999
6286394199 CARLSBAD CA 92009 Primary PUD 360 80.0 7.250 7/1/1999
6297319391 MILLBRAE CA 94030 Primary SFR 360 57.2 7.000 8/1/1999
6300664189 YORBA LINDA CA 92886 Primary SFR 360 80.0 7.625 7/1/1999
6301248065 PACIFIC GRO CA 93950 Secondary SFR 360 65.5 7.000 7/1/1999
6305066901 SAN RAMON CA 94583 Primary PUD 360 80.0 7.125 7/1/1999
6306541720 ENCINITAS CA 92024 Primary Condo 360 78.3 7.125 7/1/1999
6313140011 LOS ANGELES CA 91304 Primary PUD 360 61.8 7.250 7/1/1999
6316974283 MALIBU AREA CA 90265 Primary SFR 360 80.0 7.250 7/1/1999
6327734593 THOUSAND OA CA 91362 Primary SFR 360 44.1 7.500 7/1/1999
6334259915 SAN FRANCIS CA 94122 Primary SFR 360 79.0 7.250 7/1/1999
6356620465 SEATTLE WA 98105 Primary SFR 360 90.0 7.250 7/1/1999
6383129589 SAN JOSE CA 95125 Primary PUD 360 78.5 7.250 7/1/1999
6390630306 ATLANTIC BE NY 11509 Primary SFR 360 90.0 7.250 7/1/1999
6394775578 PALO ALTO CA 94301 Investor SFR 360 62.1 7.500 7/1/1999
6395906669 ANTIOCH CA 94509 Primary SFR 360 95.0 7.250 7/1/1999
6404066778 BELLEVUE WA 98005 Primary SFR 360 73.0 7.750 7/1/1999
6405442358 FREMONT CA 94539 Primary SFR 360 72.7 7.375 7/1/1999
6410315755 SAN RAFAEL CA 94901 Primary SFR 360 72.2 7.000 7/1/1999
6424374277 KENWOOD CA 95452 Secondary SFR 360 60.4 7.250 8/1/1999
6436317348 ROWLAND HEI CA 91748 Primary SFR 360 67.5 7.625 7/1/1999
6437865493 SAN CARLOS CA 94070 Primary PUD 360 56.4 7.250 8/1/1999
6442518889 HOUSTON TX 77005 Primary SFR 360 80.0 7.125 7/1/1999
6447594349 GAINESVILLE VA 20155 Primary PUD 360 90.0 7.375 7/1/1999
6456109153 HERMOSA BEA CA 90254 Primary SFR 360 80.0 7.250 7/1/1999
6481170915 SAN CARLOS CA 94070 Primary SFR 360 80.0 7.375 8/1/1999
6481703269 OAKLAND CA 94618 Primary PUD 360 71.4 7.250 7/1/1999
6485564022 LAGUNA BEAC CA 92651 Primary SFR 360 44.5 7.250 7/1/1999
6487304716 REDMOND WA 98053 Primary PUD 360 80.0 7.125 7/1/1999
6498436671 CHARLOTTE NC 28207 Primary SFR 360 42.8 7.125 7/1/1999
6504123669 DIAMOND BAR CA 91765 Primary SFR 360 90.0 7.250 7/1/1999
6533038268 NEWPORT BEA CA 92662 Primary SFR 360 65.0 7.250 7/1/1999
6542336596 MORAGA CA 94556 Investor PUD 360 48.5 7.625 7/1/1999
6555374393 SANTA CRUZ CA 95060 Primary SFR 360 80.0 7.500 7/1/1999
6566472970 ANDOVER MA 1810 Primary SFR 360 80.0 7.250 7/1/1999
6570849684 YORBA LINDA CA 92886 Primary SFR 360 72.4 7.625 7/1/1999
6571071171 REDONDO BEA CA 90278 Primary Condo 360 80.0 7.125 7/1/1999
6572730023 LA PALMA CA 90623 Primary SFR 360 90.0 7.125 7/1/1999
6580722798 SANTA ANA CA 92705 Primary SFR 360 79.2 7.000 7/1/1999
6599925101 SPRING CITY PA 19475 Primary SFR 360 95.0 7.375 7/1/1999
6608596968 CARLSBAD CA 92009 Primary PUD 360 64.6 7.500 7/1/1999
6626146721 SAN CLEMENT CA 92672 Primary SFR 360 80.0 7.250 7/1/1999
6636370402 SANTA CLARI CA 91321 Primary PUD 360 80.0 7.000 7/1/1999
6637960078 SANTA CLARA CA 95051 Primary SFR 360 90.0 7.375 7/1/1999
6659459017 ARLINGTON TX 76017 Primary SFR 360 92.2 7.125 7/1/1999
6671539465 MENLO PARK CA 94025 Primary SFR 360 59.9 7.500 7/1/1999
6675092875 TRUCKEE CA 96161 Primary PUD 360 80.0 7.000 7/1/1999
6681321037 NEWPORT BEA CA 92663 Secondary PUD 360 80.0 7.125 7/1/1999
6686391761 BELMONT CA 94002 Primary SFR 360 65.9 7.625 8/1/1999
6688166039 NOVATO CA 94947 Primary SFR 360 80.0 7.000 7/1/1999
6690927469 L.A.(WOODLA CA 91364 Primary SFR 360 80.0 7.375 7/1/1999
6695327046 PIEDMONT CA 94611 Primary SFR 360 80.0 7.125 7/1/1999
6698594816 CLAYTON ARE CA 94517 Primary PUD 360 71.1 7.250 7/1/1999
6702616761 LAGUNA BEAC CA 92651 Primary Condo 360 80.0 7.375 7/1/1999
6703910841 LOS ALTOS CA 94022 Primary SFR 360 80.0 7.250 7/1/1999
6706665814 MONTEREY CA 93940 Primary SFR 360 71.0 7.500 7/1/1999
6708811358 LA CANADA F CA 91011 Primary SFR 360 69.3 7.125 7/1/1999
6719453349 COSTA MESA CA 92626 Primary SFR 360 89.9 7.125 7/1/1999
6721725734 SANTA BARBA CA 93108 Primary SFR 360 47.4 7.250 7/1/1999
6731726862 TOWSON MD 21204 Primary SFR 360 80.0 6.875 7/1/1999
6737859121 SAN DIEGO CA 92103 Primary SFR 360 77.0 7.000 7/1/1999
6744289122 SANTA CLARI CA 91350 Primary PUD 360 80.0 7.125 7/1/1999
6753541751 ORANGE CA 92867 Primary SFR 360 90.0 7.375 7/1/1999
6766769845 EL DORADO H CA 95762 Primary PUD 360 90.0 7.500 7/1/1999
6767358226 PLEASANTON CA 94566 Primary SFR 360 80.0 7.250 7/1/1999
6768056621 LOS ALTROS CA 94024 Primary SFR 360 54.2 7.375 7/1/1999
6784455583 BAINBRIDGE WA 98110 Primary SFR 360 80.0 7.125 7/1/1999
6789555213 MONTEREY CA 93940 Primary SFR 360 80.0 7.250 7/1/1999
6792132919 SAN FRANCIS CA 94115 Primary Condo 360 75.0 7.125 7/1/1999
6794147469 SCOTTSDALE AZ 85262 Secondary Condo 360 80.0 7.250 7/1/1999
6794621620 MORAGA CA 94556 Primary SFR 360 68.4 7.625 7/1/1999
6809672105 ALBANY CA 94706 Primary SFR 360 80.0 7.000 7/1/1999
6819497899 SAN DIEGO CA 92128 Primary PUD 360 80.0 7.125 7/1/1999
6821540595 SAN MATEO CA 94403 Primary SFR 360 68.1 7.000 8/1/1999
6828283900 SAN JOSE CA 95125 Primary SFR 360 75.0 7.625 8/1/1999
6842973254 TORRANCE CA 90505 Primary SFR 360 78.3 7.125 7/1/1999
6853223235 BUELLTON CA 93427 Primary SFR 360 59.4 7.000 7/1/1999
6855376304 SANTA BARBA CA 93109 Primary SFR 360 61.7 7.250 7/1/1999
6857320367 SAN FRANCIS CA 94127 Secondary SFR 360 64.0 7.250 7/1/1999
6858320481 GRANITE BAY CA 95746 Primary SFR 360 80.0 6.625 7/1/1999
6859647023 MENLO PARK CA 94025 Primary SFR 360 80.0 6.875 7/1/1999
6887644943 SANTA CLARA CA 95050 Primary SFR 360 80.0 7.250 8/1/1999
6888273205 BRIGHTON MA 2135 Primary SFR 360 80.0 7.875 7/1/1999
6889216187 ARCADIA CA 91006 Primary SFR 360 80.0 7.500 7/1/1999
6890130948 SAN JOSE CA 95138 Primary Condo 360 80.0 7.250 7/1/1999
6890700583 WALNUT CREE CA 94598 Primary SFR 360 62.2 7.000 7/1/1999
6893357688 PACIFIC GRO CA 93950 Primary SFR 360 77.7 7.250 7/1/1999
6899585290 LOS ANGELES CA 90068 Primary SFR 360 80.0 6.875 7/1/1999
6903177175 SAN FRANCIS CA 94131 Primary Condo 360 80.0 7.250 7/1/1999
6910469722 SANTA CRUZ CA 95060 Primary SFR 360 80.0 7.125 7/1/1999
6916666800 RANCHO MIRA CA 92270 Secondary PUD 360 79.2 7.125 7/1/1999
6918902765 ALAMEDA CA 94501 Primary SFR 360 61.5 7.125 7/1/1999
6920840193 MENLO PARK CA 94025 Primary PUD 360 63.9 7.250 7/1/1999
6923775123 OAKLAND CA 94605 Primary SFR 360 69.5 7.250 7/1/1999
6926500221 MANHATTAN B CA 90266 Primary SFR 360 80.0 7.875 8/1/1999
6927609856 OXNARD CA 93030 Primary PUD 360 90.0 7.000 7/1/1999
6936074167 SANTA CLARI CA 91350 Primary SFR 360 80.0 7.250 7/1/1999
6953909659 FREMONT CA 94539 Primary SFR 360 80.0 7.125 7/1/1999
6955545337 RANCHO SANT CA 92067 Primary PUD 360 46.9 6.875 7/1/1999
6959008134 LA CANADA F CA 91011 Primary SFR 360 70.0 6.875 7/1/1999
6963068249 SAN FRANCIS CA 94110 Primary SFR 360 68.3 7.250 7/1/1999
6963419418 SAN FRANCIS CA 94114 Primary SFR 360 62.4 7.250 8/1/1999
6966373521 SAN DIEGO CA 92109 Primary Condo 360 69.0 7.250 8/1/1999
6970080070 LOS GATOS CA 95032 Primary SFR 360 73.3 7.375 7/1/1999
6971152191 WALLINGFORD PA 19086 Primary SFR 360 80.0 7.125 8/1/1999
6998329939 GLENDALE AZ 85310 Primary PUD 360 80.0 7.250 7/1/1999
6007001453 ENCINITAS ( CA 92007 Primary Condo 360 64.3 7.375 7/1/1999
6009191039 SAN FRANCIS CA 94107 Primary Condo 360 84.7 7.750 7/1/1999
6010307590 CARMEL VALL CA 93924 Primary SFR 360 80.0 7.000 8/1/1999
6018042710 LOS ANGELES CA 90046 Primary SFR 360 64.9 7.000 7/1/1999
6022995077 SANTA CRUZ CA 95060 Primary SFR 360 80.0 7.000 7/1/1999
6027554770 MENLO PARK CA 94025 Primary SFR 360 80.0 7.500 8/1/1999
6036005103 SAN FRANCIS CA 94114 Primary SFR 360 74.8 7.250 7/1/1999
6050527867 AUSTIN TX 78730 Primary PUD 360 80.0 7.250 7/1/1999
6056354399 SAN FRANCIS CA 94131 Primary Condo 360 66.6 7.250 7/1/1999
6061373301 WHITTIER CA 90601 Primary SFR 360 80.0 7.250 7/1/1999
6066254035 LAGUNA BEAC CA 92651 Primary SFR 360 64.9 7.125 7/1/1999
6067262383 RANCHO PALO CA 90275 Primary SFR 360 80.0 7.250 7/1/1999
6072608604 PLEASANT HI CA 94506 Primary SFR 360 80.0 6.875 7/1/1999
</TABLE>
<TABLE>
(continued)
<CAPTION>
LOAN# MATDT PANDI PTDATE ORIG BAL ACT BALANCE SCHED BALANCE PURP DOC
- ----- ----- ----- ------ -------- ----------- ------------- ---- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C>
6074012748 6/1/2029 1978.32 7/1/1999 290000 290000.00 289773.76 PURCH FULL
6101837687 6/1/2029 2041.08 7/1/1999 299200 299200.00 298966.59 PURCH FULL
6116705994 7/1/2029 2528.15 7/1/1999 380000 380000.00 380000.00 R/T REFI RAPD
6136679211 6/1/2029 3772.83 7/1/1999 560000 559552.17 559552.17 PURCH FULL
6138171266 6/1/2029 1788.34 7/1/1999 268800 268800.00 268579.66 R/T REFI FULL
6141720059 6/1/2029 3108.04 7/1/1999 450000 450000.00 449657.59 PURCH FULL
6154413154 6/1/2029 1913.37 7/1/1999 284000 284000.00 283772.88 PURCH FULL
6165660066 7/1/2029 2552.14 7/1/1999 365000 365000.00 365000.00 C/O REFI FULL
6169515092 7/1/2029 4379.18 7/1/1999 650000 650000.00 650000.00 PURCH FULL
6175299962 6/1/2029 3243 7/1/1999 500000 500000.00 499569.50 PURCH FULL
6175567517 7/1/2029 2072.03 7/1/1999 300000 300000.00 300000.00 PURCH FULL
6177545768 6/1/2029 3029.72 7/1/1999 449700 449700.00 449340.37 PURCH FULL
6182559069 6/1/2029 1789.99 7/1/1999 256000 256000.00 255810.01 PURCH FULL
6185637045 6/1/2029 2687.83 7/1/1999 404000 403668.84 403668.84 PURCH FULL
6202525710 6/1/2029 2401.27 7/1/1999 352000 352000.00 351725.40 PURCH FULL
6212273244 6/1/2029 2046.53 7/1/1999 300000 299765.97 299765.97 PURCH FULL
6227892798 6/1/2029 4200.89 7/1/1999 600800 600354.11 600354.11 PURCH FULL
6229274391 6/1/2029 2272.33 7/1/1999 329000 329000.00 328749.65 PURCH FULL
6236811615 6/1/2029 2374.91 7/1/1999 331500 331500.00 331266.03 PURCH FULL
6257819943 7/1/2029 2194.64 7/1/1999 292125 292125.00 292125.00 PURCH FULL
6259083498 7/1/2029 1884.14 7/1/1999 283200 283200.00 283200.00 PURCH FULL
6259228028 7/1/2029 1910.1 7/1/1999 280000 280000.00 280000.00 PURCH FULL
6266813382 6/1/2029 2726.26 7/1/1999 415000 415000.00 414651.34 PURCH FULL
6279277229 7/1/2029 2305.76 7/1/1999 338000 338000.00 338000.00 R/T REFI FULL
6279403353 6/1/2029 2099.66 7/1/1999 304000 304000.00 303768.67 PURCH FULL
6286394199 6/1/2029 2722.23 7/1/1999 399050 399050.00 398738.70 PURCH FULL
6297319391 7/1/2029 1712.49 7/1/1999 257400 257400.00 257400.00 R/T REFI FULL
6300664189 6/1/2029 2344.22 7/1/1999 331200 331200.00 330960.28 PURCH FULL
6301248065 6/1/2029 1995.91 7/1/1999 300000 300000.00 299754.09 PURCH FULL
6305066901 6/1/2029 2956.96 7/1/1999 438900 438549.01 438549.01 PURCH FULL
6306541720 6/1/2029 2694.88 7/1/1999 400000 400000.00 399680.12 PURCH FULL
6313140011 6/1/2029 2401.27 7/1/1999 352000 352000.00 351725.40 R/T REFI FULL
6316974283 6/1/2029 3492.75 7/1/1999 512000 512000.00 511600.58 PURCH FULL
6327734593 6/1/2029 2097.65 7/1/1999 300000 300000.00 299777.35 PURCH FULL
6334259915 6/1/2029 2182.97 7/1/1999 320000 319750.36 319750.36 PURCH FULL
6356620465 6/1/2029 2486.54 7/1/1999 364500 364500.00 364215.65 PURCH FULL
6383129589 6/1/2029 2489.95 7/1/1999 365000 364715.26 364715.26 PURCH FULL
6390630306 6/1/2029 2191.84 7/1/1999 321300 321300.00 321049.35 R/T REFI FULL
6394775578 6/1/2029 2517.18 7/1/1999 360000 360000.00 359732.82 PURCH FULL
6395906669 6/1/2029 1927.15 7/1/1999 282500 282500.00 282279.62 PURCH FULL
6404066778 6/1/2029 2185.06 7/1/1999 305000 305000.00 304784.73 C/O REFI FULL
6405442358 6/1/2029 1933.9 7/1/1999 280000 280000.00 279786.93 C/O REFI FULL
6410315755 6/1/2029 2162.24 7/1/1999 325000 324733.59 324733.59 R/T REFI FULL
6424374277 7/1/2029 3028.87 7/1/1999 444000 444000.00 444000.00 R/T REFI FULL
6436317348 6/1/2029 1911.05 7/1/1999 270000 270000.00 269804.58 R/T REFI FULL
6437865493 7/1/2029 2271.65 7/1/1999 333000 333000.00 333000.00 R/T REFI FULL
6442518889 6/1/2029 1934.92 7/1/1999 287200 287200.00 286970.33 PURCH FULL
6447594349 6/1/2029 1747.41 7/1/1999 253000 253000.00 252807.49 PURCH FULL
6456109153 6/1/2029 4093.06 7/1/1999 600000 599531.94 599531.94 PURCH FULL
6481170915 7/1/2029 2845.59 7/1/1999 412000 412000.00 412000.00 PURCH FULL
6481703269 6/1/2029 2558.17 7/1/1999 375000 375000.00 374707.46 PURCH FULL
6485564022 6/1/2029 2762.82 7/1/1999 405000 405000.00 404684.06 PURCH FULL
6487304716 6/1/2029 1993.54 7/1/1999 295900 295900.00 295663.37 PURCH FULL
6498436671 6/1/2029 2694.88 7/1/1999 400000 400000.00 399680.12 PURCH FULL
6504123669 6/1/2029 1798.9 7/1/1999 263700 263700.00 263494.29 PURCH FULL
6533038268 6/1/2029 4434.15 7/1/1999 650000 649492.93 649492.93 PURCH FULL
6542336596 6/1/2029 2831.18 7/1/1999 400000 400000.00 399710.49 PURCH FULL
6555374393 6/1/2029 2041.71 7/1/1999 292000 292000.00 291783.29 PURCH FULL
6566472970 6/1/2029 1800.95 7/1/1999 264000 263794.05 263794.05 PURCH FULL
6570849684 6/1/2029 2689.62 7/1/1999 380000 380000.00 379724.96 C/O REFI FULL
6571071171 6/1/2029 2101.47 7/1/1999 311920 311920.00 311670.56 PURCH FULL
6572730023 6/1/2029 1788.73 7/1/1999 265500 265500.00 265287.68 PURCH FULL
6580722798 6/1/2029 2528.15 7/1/1999 380000 380000.00 379688.52 PURCH FULL
6599925101 6/1/2029 2158.71 7/1/1999 312550 312312.17 312312.17 PURCH FULL
6608596968 6/1/2029 2237.49 7/1/1999 320000 320000.00 319762.51 C/O REFI FULL
6626146721 6/1/2029 1828.24 7/1/1999 268000 268000.00 267790.93 PURCH FULL
6636370402 6/1/2029 2195.5 7/1/1999 330000 330000.00 329729.50 PURCH FULL
6637960078 6/1/2029 2050.96 7/1/1999 296950 296950.00 296724.05 PURCH FULL
6659459017 6/1/2029 1684.3 7/1/1999 250000 250000.00 249800.08 PURCH FULL
6671539465 6/1/2029 4544.9 7/1/1999 650000 649517.60 649517.60 PURCH FULL
6675092875 6/1/2029 1969.3 7/1/1999 296000 296000.00 295757.37 R/T REFI FULL
6681321037 6/1/2029 1778.62 7/1/1999 264000 264000.00 263788.88 PURCH FULL
6686391761 7/1/2029 2123.39 7/1/1999 300000 300000.00 300000.00 PURCH FULL
6688166039 6/1/2029 4204.72 7/1/1999 632000 632000.00 631481.95 PURCH FULL
6690927469 6/1/2029 1878.64 7/1/1999 272000 272000.00 271793.03 PURCH FULL
6695327046 6/1/2029 2560.14 7/1/1999 380000 380000.00 379696.11 PURCH FULL
6698594816 6/1/2029 2182.97 7/1/1999 320000 320000.00 319750.36 R/T REFI RAPD
6702616761 6/1/2029 2265.42 7/1/1999 328000 328000.00 327750.41 PURCH FULL
6703910841 6/1/2029 3973 7/1/1999 582400 582400.00 581945.67 PURCH FULL
6706665814 6/1/2029 2257.59 7/1/1999 322875 322875.00 322635.38 C/O REFI FULL
6708811358 6/1/2029 6444.12 7/1/1999 956500 956500.00 955735.10 R/T REFI FULL
6719453349 6/1/2029 1744.26 7/1/1999 258900 258900.00 258692.96 PURCH FULL
6721725734 6/1/2029 2196.61 7/1/1999 322000 321748.81 321748.81 R/T REFI RAPD
6731726862 6/1/2029 2706.55 7/1/1999 412000 412000.00 411653.87 PURCH FULL
6737859121 6/1/2029 1812.95 7/1/1999 272500 272500.00 272276.63 PURCH FULL
6744289122 6/1/2029 2263.7 7/1/1999 336000 336000.00 335731.30 PURCH FULL
6753541751 6/1/2029 1976.72 7/1/1999 286200 286200.00 285982.22 PURCH FULL
6766769845 6/1/2029 1857.12 7/1/1999 265600 265600.00 265402.88 PURCH FULL
6767358226 6/1/2029 1863.71 7/1/1999 273200 273200.00 272986.87 PURCH FULL
6768056621 6/1/2029 2320.67 7/1/1999 336000 336000.00 335744.33 R/T REFI FULL
6784455583 6/1/2029 2442.91 7/1/1999 362600 362106.45 362106.45 PURCH FULL
6789555213 6/1/2029 2073.82 7/1/1999 304000 303762.85 303762.85 PURCH FULL
6792132919 6/1/2029 1916.06 7/1/1999 284400 284172.57 284172.57 PURCH FULL
6794147469 6/1/2029 2346.69 7/1/1999 344000 344000.00 343731.64 PURCH FULL
6794621620 6/1/2029 2831.18 7/1/1999 400000 400000.00 399710.49 C/O REFI FULL
6809672105 6/1/2029 2128.97 7/1/1999 320000 320000.00 319737.70 PURCH FULL
6819497899 6/1/2029 1802.88 7/1/1999 267600 267386.00 267386.00 PURCH FULL
6821540595 7/1/2029 2242.07 7/1/1999 337000 337000.00 337000.00 C/O REFI FULL
6828283900 7/1/2029 1985.37 7/1/1999 280500 280500.00 280500.00 C/O REFI FULL
6842973254 6/1/2029 2189.59 7/1/1999 325000 325000.00 324740.10 PURCH FULL
6853223235 6/1/2029 2095.71 7/1/1999 315000 315000.00 314741.79 PURCH FULL
6855376304 6/1/2029 1746.38 7/1/1999 256000 255800.29 255800.29 C/O REFI FULL
6857320367 6/1/2029 3035.69 7/1/1999 445000 445000.00 444652.85 PURCH FULL
6858320481 6/1/2029 3380.85 7/1/1999 528000 528000.00 527534.15 PURCH FULL
6859647023 6/1/2029 2517.36 7/1/1999 383200 383200.00 382878.06 PURCH FULL
6887644943 7/1/2029 2073.82 7/1/1999 304000 304000.00 304000.00 R/T REFI FULL
6888273205 6/1/2029 1885.19 7/1/1999 260000 259821.06 259821.06 PURCH FULL
6889216187 6/1/2029 1929.84 7/1/1999 276000 276000.00 275795.16 R/T REFI FULL
6890130948 6/1/2029 2281.2 7/1/1999 334400 334400.00 334139.13 PURCH FULL
6890700583 6/1/2029 1716.49 7/1/1999 258000 258000.00 257788.51 R/T REFI FULL
6893357688 6/1/2029 2380.8 7/1/1999 349000 349000.00 348727.74 PURCH FULL
6899585290 6/1/2029 2874.73 7/1/1999 437600 437232.35 437232.35 PURCH FULL
6903177175 6/1/2029 3888.41 7/1/1999 570000 570000.00 569555.34 PURCH FULL
6910469722 6/1/2029 1805.57 7/1/1999 268000 268000.00 267785.68 PURCH FULL
6916666800 6/1/2029 2694.88 7/1/1999 400000 400000.00 399680.12 PURCH FULL
6918902765 6/1/2029 2694.88 7/1/1999 400000 400000.00 399680.12 PURCH FULL
6920840193 6/1/2029 2114.75 7/1/1999 310000 310000.00 309758.17 R/T REFI FULL
6923775123 6/1/2029 1896.46 7/1/1999 278000 278000.00 277783.12 C/O REFI FULL
6926500221 7/1/2029 2639.26 7/1/1999 364000 364000.00 364000.00 PURCH FULL
6927609856 6/1/2029 2395.09 7/1/1999 360000 360000.00 359704.91 PURCH FULL
6936074167 6/1/2029 1800.95 7/1/1999 264000 263794.05 263794.05 R/T REFI FULL
6953909659 6/1/2029 2152.54 7/1/1999 319500 319244.49 319244.49 PURCH FULL
6955545337 6/1/2029 1970.79 7/1/1999 300000 300000.00 299747.96 PURCH FULL
6959008134 6/1/2029 3839.75 7/1/1999 584500 584500.00 584008.95 PURCH FULL
6963068249 6/1/2029 2455.84 7/1/1999 360000 359719.16 359719.16 PURCH FULL
6963419418 7/1/2029 2489.95 7/1/1999 365000 365000.00 365000.00 PURCH FULL
6966373521 7/1/2029 2728.71 7/1/1999 400000 400000.00 400000.00 PURCH FULL
6970080070 6/1/2029 2555.5 7/1/1999 370000 370000.00 369718.46 C/O REFI FULL
6971152191 7/1/2029 1951.09 7/1/1999 289600 289600.00 289600.00 PURCH FULL
6998329939 6/1/2029 1768.21 7/1/1999 259200 259200.00 258997.79 R/T REFI FULL
6007001453 6/1/2029 2529.95 7/1/1999 366300 366300.00 366021.27 R/T REFI FULL
6009191039 6/1/2029 1973 7/1/1999 275400 275400.00 275205.63 PURCH FULL
6010307590 7/1/2029 3874.73 7/1/1999 582400 582400.00 582400.00 PURCH FULL
6018042710 6/1/2029 2375.13 7/1/1999 357000 357000.00 356707.37 C/O REFI FULL
6022995077 6/1/2029 1862.85 7/1/1999 280000 280000.00 279770.48 PURCH FULL
6027554770 7/1/2029 2707.36 7/1/1999 387200 387200.00 387200.00 PURCH FULL
6036005103 6/1/2029 3342.67 7/1/1999 490000 490000.00 489617.75 C/O REFI FULL
6050527867 6/1/2029 1904.1 7/1/1999 279120 278902.25 278902.25 PURCH FULL
6056354399 6/1/2029 2067 7/1/1999 303000 302900.00 302663.02 R/T REFI RAPD
6061373301 6/1/2029 2537.7 7/1/1999 372000 372000.00 371709.80 PURCH FULL
6066254035 6/1/2029 3368.6 7/1/1999 500000 500000.00 499600.15 R/T REFI FULL
6067262383 6/1/2029 2073.82 7/1/1999 304000 304000.00 303762.85 R/T REFI FULL
6072608604 6/1/2029 1708.02 7/1/1999 260000 259781.56 259781.56 PURCH FULL
</TABLE>
(continued)
LOAN# APPRAISAL RTERM CLTV
- ----- --------- ----- ----
6074012748 390000 359 74.3
6101837687 385000 359 79.9
6116705994 850000 360 44.7
6136679211 780000 359 79.9
6138171266 342000 359 78.5
6141720059 629000 359 71.5
6154413154 355000 359 79.9
6165660066 500000 360 73.0
6169515092 900000 360 72.2
6175299962 625000 359 79.9
6175567517 550000 360 54.5
6177545768 563000 359 79.9
6182559069 323000 359 79.9
6185637045 505000 359 79.9
6202525710 440000 359 79.9
6212273244 690000 359 43.8
6227892798 751000 359 79.9
6229274391 415000 359 79.9
6236811615 444000 359 74.9
6257819943 320000 360 95.0
6259083498 354000 360 80.0
6259228028 360000 360 80.0
6266813382 665000 359 62.4
6279277229 500000 360 67.6
6279403353 380000 359 79.9
6286394199 500000 359 79.9
6297319391 450000 360 57.2
6300664189 414000 359 79.9
6301248065 458000 359 65.4
6305066901 565000 359 79.9
6306541720 511000 359 78.2
6313140011 570000 359 61.7
6316974283 640000 359 79.9
6327734593 680000 359 44.1
6334259915 405000 359 79.0
6356620465 405000 359 89.9
6383129589 503000 359 78.4
6390630306 357000 359 89.9
6394775578 580000 359 62.0
6395906669 298000 359 94.9
6404066778 418000 359 72.9
6405442358 385000 359 72.7
6410315755 450000 359 72.2
6424374277 735000 360 60.4
6436317348 400000 359 67.5
6437865493 590000 360 56.4
6442518889 359000 359 79.9
6447594349 285000 359 89.9
6456109153 750000 359 79.9
6481170915 515000 360 80.0
6481703269 530000 359 71.4
6485564022 910000 359 44.5
6487304716 370000 359 79.9
6498436671 945000 359 42.7
6504123669 293000 359 89.9
6533038268 1000000 359 64.9
6542336596 830000 359 48.4
6555374393 365000 359 79.9
6566472970 333000 359 79.9
6570849684 525000 359 72.3
6571071171 390000 359 79.9
6572730023 295000 359 89.9
6580722798 480000 359 79.1
6599925101 331000 359 94.9
6608596968 495000 359 64.6
6626146721 335000 359 79.9
6636370402 412500 359 79.9
6637960078 332000 359 89.9
6659459017 277000 359 92.2
6671539465 1085000 359 59.9
6675092875 370000 359 79.9
6681321037 330000 359 79.9
6686391761 455000 360 65.9
6688166039 790000 359 79.9
6690927469 350000 359 79.9
6695327046 480000 359 79.9
6698594816 450000 359 71.1
6702616761 450000 359 79.9
6703910841 728000 359 79.9
6706665814 455000 359 70.9
6708811358 1380000 359 69.3
6719453349 288000 359 89.8
6721725734 680000 359 47.3
6731726862 515000 359 79.9
6737859121 354000 359 76.9
6744289122 420000 359 79.9
6753541751 345000 359 89.9
6766769845 296000 359 89.9
6767358226 347000 359 79.9
6768056621 620000 359 54.2
6784455583 453500 359 79.9
6789555213 380000 359 79.9
6792132919 379200 359 74.9
6794147469 430000 359 79.9
6794621620 585000 359 68.3
6809672105 400000 359 79.9
6819497899 334500 359 79.9
6821540595 495000 360 68.1
6828283900 374000 360 75.0
6842973254 415000 359 78.3
6853223235 570000 359 59.4
6855376304 415000 359 61.6
6857320367 695000 359 64.0
6858320481 660000 359 79.9
6859647023 479000 359 79.9
6887644943 380000 360 80.0
6888273205 325000 359 79.9
6889216187 345000 359 79.9
6890130948 418000 359 79.9
6890700583 415000 359 62.1
6893357688 449000 359 77.7
6899585290 547000 359 79.9
6903177175 712500 359 79.9
6910469722 335000 359 79.9
6916666800 505000 359 79.1
6918902765 650000 359 61.5
6920840193 485000 359 63.9
6923775123 400000 359 69.4
6926500221 455000 360 80.0
6927609856 400000 359 89.9
6936074167 330000 359 79.9
6953909659 399500 359 79.9
6955545337 640000 359 46.9
6959008134 835000 359 69.9
6963068249 527000 359 68.3
6963419418 585000 360 62.4
6966373521 580000 360 69.0
6970080070 505000 359 73.2
6971152191 365000 360 80.0
6998329939 324000 359 79.9
6007001453 570000 359 64.2
6009191039 325000 359 84.7
6010307590 728000 360 80.0
6018042710 550000 359 64.9
6022995077 353000 359 79.9
6027554770 484000 360 80.0
6036005103 655000 359 74.8
6050527867 360000 359 79.9
6056354399 455000 359 66.5
6061373301 465000 359 79.9
6066254035 770000 359 64.9
6067262383 380000 359 79.9
6072608604 325000 359 79.9
Total Loans 143
Sched UPB $51,177,297.81
WAC 7.2324
WAM 359.2
WOLTV 74.1
<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 July 27, 1999, among
Bank of America Mortgage Securities, Inc., as Depositor,
NationsBanc Mortgage Corporation, as Servicer, Bank of America,
FSB, as Servicer, Bank of America, N.A., 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 July 27, 1999, among Bank of America Mortgage Securities, Inc., as
Depositor, NationsBanc Mortgage Corporation, as Servicer, Bank of America, FSB,
as Servicer, Bank of America, N.A., 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 1999-8, Class ___,
having an initial aggregate Certificate Balance as of
July 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 July 27, 1999, among Bank of America Mortgage Securities,
Inc., as Depositor, NationsBanc Mortgage Corporation, as Servicer, Bank of
America, FSB, as Servicer, Bank of America, N.A., 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 1999-8, Class ___,
having an initial aggregate Certificate Balance as of
July 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 July 27, 1999, among Bank of America Mortgage
Securities, Inc., as Depositor, NationsBanc Mortgage Corporation, as Servicer,
Bank of America, FSB, as Servicer, Bank of America, N.A., 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.
___ Corporation, etc. The Transferee is a corporation (other than a
bank, savings and loan association or similar institution),
Massachusetts or similar business trust, partnership, or any
organization described in Section 501(c)(3) of the Internal Revenue
Code of 1986.
___ Bank. The Transferee (a) is a national bank or a banking institution
organized under the laws of any state, U.S. territory or the
District of Columbia, the business of which is substantially
confined to banking and is supervised by the state or territorial
banking commission or similar official or is a foreign bank or
equivalent institution, and (b) has an audited net worth of at least
$25,000,000 as demonstrated in its latest annual financial
statements, a copy of which is attached hereto, as of a date not
more than 16 months preceding the date of sale of the Transferred
Certificates in the case of a U.S. bank, and not more than 18 months
preceding such date of sale in the case of a foreign bank or
equivalent institution.
___ Savings and Loan. The Transferee (a) is a savings and loan
association, building and loan association, cooperative bank,
homestead association or similar institution, which is supervised
and examined by a state or federal authority having supervision over
any such institutions, or is a foreign savings and loan association
or equivalent institute and (b) has an audited net worth of at least
$25,000,000 as demonstrated in its latest annual financial
statements, a copy of which is attached hereto, as of a date not
more than 16 months preceding the date of sale of the Transferred
Certificates in the case of a U.S. savings and loan association, and
not more than 18 months preceding such date of sale in the case of a
foreign savings and loan association or equivalent institution.
___ Broker-dealer. The Transferee is a dealer registered pursuant to
Section 15 of the Securities Exchange Act of 1934, as amended.
___ Insurance Company. The Transferee is an insurance company whose
primary and predominant business activity is the writing of
insurance or the reinsuring of risks underwritten by insurance
companies and which is subject to supervision by the insurance
commissioner or a similar official or agency of a state, U.S.
territory or the District of Columbia.
___ State or Local Plan. The Transferee is a plan established and
maintained by a state, its political subdivisions, or any agency
or instrumentality of the state or its political subdivisions,
for the benefit of its employees.
___ ERISA Plan. The Transferee is an employee benefit plan within the
meaning of Title I of the Employee Retirement Income Security Act of
1974.
___ Investment Advisor. The Transferee is an investment advisor
registered under the Investment Advisers Act of 1940.
___ Other. (Please supply a brief description of the entity and a
cross-reference to the paragraph and subparagraph under subsection
(a)(1) of Rule 144A pursuant to which it qualifies. Note that
registered investment companies should complete Annex 2 rather than
this Annex 1.)
3. The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Transferee, (ii) securities that are part
of an unsold allotment to or subscription by the Transferee, if the Transferee
is a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan
participations, (v) repurchase agreements, (vi) securities owned but subject to
a repurchase agreement and (vii) currency, interest rate and commodity swaps.
For purposes of determining the aggregate amount of securities owned and/or
invested on a discretionary basis by the Transferee, the Transferee did not
include any of the securities referred to in this paragraph.
4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Transferee, the Transferee used
the cost of such securities to the Transferee, unless the Transferee reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities were valued at market. Further,
in determining such aggregate amount, the Transferee may have included
securities owned by subsidiaries of the Transferee, but only if such
subsidiaries are consolidated with the Transferee in its financial statements
prepared in accordance with generally accepted accounting principles and if the
investments of such subsidiaries are managed under the Transferee's direction.
However, such securities were not included if the Transferee is a
majority-owned, consolidated subsidiary of another enterprise and the Transferee
is not itself a reporting company under the Securities Exchange Act of 1934, as
amended.
5. The Transferee is familiar with Rule 144A and understands that the
Transferor and other parties related to the Transferred Certificates are relying
and will continue to rely on the statements made herein because one or more
sales to the Transferee may be in reliance on Rule 144A.
____ ____ Will the Transferee be purchasing the
Yes No Transferred Certificates only for the
Transferee's own account?
6. If the answer to the foregoing question is "no," then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.
7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's purchase of the Transferred
Certificates will constitute a reaffirmation of this certification as of the
date of such purchase. In addition, if the Transferee is a bank or savings and
loan as provided above, the Transferee agrees that it will furnish to such
parties any updated annual financial statements that become available on or
before the date of such purchase, promptly after they become available.
------------------------------------------
Print Name of Transferee
By:
Name:
Title:
Date:
<PAGE>
ANNEX 2 TO EXHIBIT G-2A
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Transferees That Are Registered Investment Companies]
The undersigned hereby certifies as follows to [_________________] (the
"Transferor") and The Bank of New York, as Trustee, with respect to the mortgage
pass-through certificates (the "Transferred Certificates") described in the
Transferee certificate to which this certification relates and to which this
certification is an Annex:
1. As indicated below, the undersigned is the chief financial officer, a
person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificates (the "Transferee") or, if the
Transferee is a "qualified institutional buyer" as that term is defined in Rule
144A ("Rule 144A") under the Securities Act of 1933, as amended, because the
Transferee is part of a Family of Investment Companies (as defined below), is an
executive officer of the investment adviser (the "Adviser").
2. The Transferee is a "qualified institutional buyer" as defined in Rule
144A because (i) the Transferee is an investment company registered under the
Investment Company Act of 1940, and (ii) as marked below, the Transferee alone
owned and/or invested on a discretionary basis, or the Transferee's Family of
Investment Companies owned, at least $100,000,000 in securities (other than the
excluded securities referred to below) as of the end of the Transferee's most
recent fiscal year. For purposes of determining the amount of securities owned
by the Transferee or the Transferee's Family of Investment Companies, the cost
of such securities was used, unless the Transferee or any member of the
Transferee's Family of Investment Companies, as the case may be, reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities of such entity were valued at
market.
____ The Transferee owned and/or invested on a discretionary basis
$____________________ in securities (other than the excluded
securities referred to below) as of the end of the Transferee's most
recent fiscal year (such amount being calculated in accordance with
Rule 144A).
____ The Transferee is part of a Family of Investment Companies which
owned in the aggregate $__________________ in securities (other than
the excluded securities referred to below) as of the end of the
Transferee's most recent fiscal year (such amount being calculated
in accordance with Rule 144A).
3. The term "Family of Investment Companies" as used herein means two or
more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).
4. The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Transferee or are part of the Transferee's
Family of Investment Companies, (ii) bank deposit notes and certificates of
deposit, (iii) loan participations, (iv) repurchase agreements, (v) securities
owned but subject to a repurchase agreement and (vi) currency, interest rate and
commodity swaps. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Transferee, or owned by
the Transferee's Family of Investment Companies, the securities referred to in
this paragraph were excluded.
5. The Transferee is familiar with Rule 144A and understands that the
Transferor and other parties related to the Transferred Certificates are relying
and will continue to rely on the statements made herein because one or more
sales to the Transferee will be in reliance on Rule 144A.
____ ____ Will the Transferee be purchasing the
Yes No Transferred Certificates only for the
Transferee's own account?
6. If the answer to the foregoing question is "no," then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.
7. The undersigned will notify the parties to which this certification is
made of any changes in the information and conclusions herein. Until such
notice, the Transferee's purchase of the Transferred Certificates will
constitute a reaffirmation of this certification by the undersigned as of the
date of such purchase.
------------------------------------------
Print Name of Transferee or Adviser
By:
Name:
Title:
IF AN ADVISER:
--------------------------------------------
Print Name of Transferee
By:
Date:
<PAGE>
EXHIBIT G-2B
FORM II OF TRANSFEREE CERTIFICATE
FOR TRANSFERS OF PRIVATE CERTIFICATES
[Date]
The Bank of New York
101 Barclay Street-12 E
New York, New York 10286
Re: Bank of America Mortgage Securities, Inc., Mortgage
Pass-Through Certificates, Series 1999-8, Class ___,
having an initial aggregate Certificate Principal
Balance as of July 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
July 27, 1999, among Bank of America Mortgage Securities, Inc., as Depositor,
NationsBanc Mortgage Corporation, as Servicer, Bank of America, FSB as Servicer,
Bank of America, N.A., 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 1999-8, Class ___,
having an initial aggregate Certificate Principal
Balance as of July 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
July 27, 1999, among Bank of America Mortgage Securities, Inc., as Depositor,
NationsBanc Mortgage Corporation, as Servicer, Bank of America, FSB, as
Servicer, Bank of America, N.A., 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 1999-8
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
July 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, Bank of America, N.A., 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.
<PAGE>
12. The Transferee is not an employee benefit plan or arrangement,
including an individual retirement account, subject to ERISA, the Code or any
federal, state or local law which is similar to ERISA or the Code, and the
Transferee is not acting on behalf of such a plan or arrangement.
* * *
<PAGE>
IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
duly authorized officer 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, Bank of America, N.A. (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) Section 2.02 Purchaser's Election to Delay Foreclosure Proceedings
Purchaser's Election to Commence Foreclosure Proceedings
(a) Collateral Funds
Section 3.02 Collateral Fund Permitted Investments.
Section 3.03 Grant of Security Interest
Amendment
Section 4.02 Counterparts
- --------
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
