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: September 23, 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) 622-3676
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Registrant's Telephone Number, including area code
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(Former name, former address and former fiscal year, if changed since last
report)
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ITEM 5. Other Events
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On September 23, 1999, Bank of America Mortgage Securities, Inc., a
Delaware corporation (the "Registrant"), sold Mortgage Pass-Through
Certificates, Series 1999-11, 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-PO, Class A-R, Class B-1, Class B-2 and Class B-3 (the "Offered
Certificates"), having an aggregate original principal balance of
$347,586,489.00. The Offered Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated September 23, 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 1999-11, Class
B-4, Class B-5 and Class B-6 Certificates, having an aggregate initial principal
balance of $2,452,353.28 (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-PO, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and
Class B-6 Certificates will be treated as "regular interests" in the REMIC and
the Class A-R Certificate will be treated as the "residual interest" in the
REMIC.
<PAGE>
ITEM 7. Financial Statements and Exhibits
(c) Exhibits
Item 601(a)
of Regulation S-K
Exhibit No. Description
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(EX-4) Pooling and Servicing Agreement, dated
September 23, 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.
September 23, 1999
By: /s/ Sharon Joseph
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Name: Sharon Joseph
Title: Vice President
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INDEX TO EXHIBITS
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Paper (P) or
Exhibit No. Description Electronic (E)
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(EX-4) Pooling and Servicing E
Agreement, dated September 23, 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.
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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 September 23, 1999
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Mortgage Pass-Through Certificates
Series 1999-11
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<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.............
Section 3.23 Maintenance of the Rounding Accounts; Collections
Thereunder...................................................
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 Distributions...................................
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.......................................
Section 5.09 Principal Distributions on the Special Retail Certificates....
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............................................
EXHIBITS
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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-PO - Form of Face of Class A-PO Certificate
Exhibit A-R - Form of Face of Class A-R Certificate
Exhibit B-1 - Form of Face of Class B-1 Certificate
Exhibit B-2 - Form of Face of Class B-2 Certificate
Exhibit B-3 - Form of Face of Class B-3 Certificate
Exhibit B-4 - Form of Face of Class B-4 Certificate
Exhibit B-5 - Form of Face of Class B-5 Certificate
Exhibit B-6 - Form of Face of Class B-6 Certificate
Exhibit C Form of Reverse of all Certificates.........................
Exhibit D-1 BAFSB Mortgage Loan Schedule................................
Exhibit D-2 NMC Mortgage Loan Schedule..................................
Exhibit D-3 BANA Mortgage Loan Scheduled................................
Exhibit E Request for Release of Documents............................
Exhibit F Form of Certification of Establishment of Account...........
Exhibit G-1 Form of Transferor's Certificate............................
Exhibit G-2A Form 1 of Transferee's Certificate..........................
Exhibit G-2B Form 2 of Transferee's Certificate..........................
Exhibit H Form of Transferee Representation Letter
for ERISA Restricted Certificates...........................
Exhibit I Form of Affidavit Regarding Transfer of Residual Certificate
Exhibit J Contents of Servicing File..................................
Exhibit K Form of Special Servicing Agreement.........................
<PAGE>
POOLING AND SERVICING AGREEMENT
THIS POOLING AND SERVICING AGREEMENT, dated September 23, 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>
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Integral
Initial Class Multiples
Certificate Pass-Through Minimum in Excess
Classes Balance Rate Denomination of Minimum
Class A-1 $102,246,000.00 7.250% $1,000 $1
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Class A-2 $ 10,000,000.00 7.250% $1,000 $1
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Class A-3 $ 14,978,780.00 7.250% $1,000 $1
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Class A-4 $ 13,004,000.00 7.250% $1,000 $1
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Class A-5 $ 21,200,000.00 7.250% $1,000 $1
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Class A-6 $ 98,531,000.00 7.250% $1,000 $1
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Class A-7 $ 10,111,000.00 7.250% $1,000 $1
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Class A-8 $ 10,848,000.00 7.250% $1,000 $1
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Class A-9 $ 9,648,220.00 7.250% $1,000 $1
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Class A-10 $ 5,000,000.00 7.250% $1,000 $1
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Class A-11 $ 35,000,000.00 7.250% $1,000 $1
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Class A-PO $ 3,691,389.00 (1) $25,000 $1
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Class A-R $ 100.00 7.250% $100 N/A
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Class B-1 $ 9,301,000.00 7.250% $25,000 $1
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Class B-2 $ 2,626,000.00 7.250% $25,000 $1
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Class B-3 $ 1,401,000.00 7.250% $25,000 $1
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Class B-4 $ 1,051,000.00 7.250% $25,000 $1
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Class B-5 $ 701,000.00 7.250% $25,000 $1
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Class B-6 $ 701,353.28 7.250% $25,000 $1
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(1) The Class A-PO Certificates will be Principal-Only Certificates and will
not bear interest.
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms. Whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires, shall have
the meanings specified in this Article:
1933 Act: The Securities Act of 1933, as amended.
Accretion Termination Date: The earlier to occur of (i) the
Distribution Date following the Distribution Date on which the Class Certificate
Balance of the Class A-7 Certificates has been reduced to zero or (ii) the
Senior Credit Support Depletion Date.
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 September 23, 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 September 23, 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 1999-11 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 1999-11." 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-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-PO and Class A-R Certificates.
Class A-9 Accrual Distribution Amount: For any Distribution Date and
the Class A-9 Certificates prior to the Accretion Termination Date, an amount
with respect to such Class equal to the sum of (i) the amount allocated but not
currently distributable as interest to such Class pursuant to Section 5.02(a)(i)
that is attributable to clause (i) of the definition of "Interest Distribution
Amount," and (ii) the amount allocated but not currently distributable as
interest to such Class pursuant to Section 5.02(a)(i) that is attributable to
clause (ii) of the definition of "Interest Distribution Amount."
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 (plus, in the
case of the Class A-9 Certificates, any Class A-9 Accrual Distribution Amounts
previously added thereto) minus the sum of (i) all distributions of principal
made with respect thereto, (ii) all Realized Losses allocated thereto pursuant
to Section 5.03(a) and (iii) all other reductions in Class Certificate Balance
previously allocated thereto pursuant to Section 5.03(b).
Class Interest Shortfall: For any Distribution Date and each
interest-bearing Class, the amount by which Accrued Certificate Interest for
such Class (as reduced pursuant to Section 5.02(c)) exceeds the amount of
interest actually distributed on such Class (or, in the case of the Class A-9
Certificates prior to the Accretion Termination Date, the amount included in the
Class A-9 Accrual Distribution Amount pursuant to clause (i) of the definition
thereof, but not distributed as interest on the Class A-9 Certificates) on such
Distribution Date pursuant to clause (i) of the definition of "Interest
Distribution Amount."
Class Unpaid Interest Shortfall: As to any Distribution Date and
each interest-bearing Class, the amount by which the aggregate Class Interest
Shortfalls for such Class on prior Distribution Dates exceeds the amount of
interest actually distributed on such Class (or, in the case of the Class A-9
Certificates prior to the Accretion Termination Date, the amount included in the
Class A-9 Accrual Distribution Amount pursuant to clause (ii) of the definition
thereof, but not distributed as interest on the Class A-9 Certificates) on such
prior Distribution Dates pursuant to clause (ii) of the definition of "Interest
Distribution Amount."
Closing Date: September 23, 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: September 1, 1999.
Cut-Off Date Pool Principal Balance: The aggregate of the Cut-Off
Date Principal Balances of the Mortgage Loans which is $350,038,843.03.
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.
Deceased Holder: A Certificate Owner of a Special Retail Certificate
who was living at the time such interest was acquired and whose executor or
other authorized representative causes to be furnished to the Trustee a
certified copy of the death certificate and any additional evidence of death
satisfactory to the Trustee and any tax waivers requested by the Trustee.
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 7.250% per annum.
Distribution Date: The 25th day of each month beginning in October
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 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: $140,143.31.
Initial Class Certificate Balance: As to each Class of Certificates,
the Class Certificate Balance set forth in the Preliminary Statement.
Initial Fraud Loss Amount: $3,500,388.43.
Initial Special Hazard Amount: $3,501,845.61.
Insurance Policy: With respect to any Mortgage Loan included in the
Trust Estate, any related insurance policy, including all riders and
endorsements thereto in effect, including any replacement policy or policies for
any Insurance Policies.
Insurance Proceeds: Proceeds paid by an insurer pursuant to any
Insurance Policy, in each case other than any amount included in such Insurance
Proceeds in respect of Insured Expenses.
Insured Expenses: Expenses covered by an Insurance Policy or any
other insurance policy with respect to the Mortgage Loans.
Interest Accrual Period: As to any Distribution Date and each Class
of Certificates (other than the Class A-PO Certificates), the period from and
including the first day of the calendar month preceding the calendar month of
such Distribution Date to but not including the first day of the calendar month
of such Distribution Date.
Interest Distribution Amount: For any Distribution Date and each
interest-bearing Class, the sum of (i) the Accrued Certificate Interest, subject
to reduction pursuant to Section 5.02(c) and (ii) any Class Unpaid Interest
Shortfall for such Class.
Liquidated Mortgage Loan: With respect to any Distribution Date, a
defaulted Mortgage Loan (including any REO Property) that was liquidated in the
calendar month preceding the month of such Distribution Date and as to which the
related Servicer has certified (in accordance with this Agreement) that it has
received all proceeds it expects to receive in connection with the liquidation
of such Mortgage Loan including the final disposition of an REO Property.
Liquidation Proceeds: Amounts, including Insurance Proceeds,
received in connection with the partial or complete liquidation of defaulted
Mortgage Loans, whether through trustee's sale, foreclosure sale or otherwise or
amounts received in connection with any condemnation or partial release of a
Mortgaged Property and any other proceeds received in connection with an REO
Property, less the sum of related unreimbursed Servicing Fees and Advances.
Living Holder: A Certificate Owner of a Special Retail Certificate
other than a Deceased Holder.
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 September 23, 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 7.250%. As
to any Mortgage Loan that is not a Discount Mortgage Loan, 100%.
Non-PO Principal Amount: As to any Distribution Date, the sum of the
applicable Non-PO Percentage of (a) the principal portion of each Monthly
Payment (without giving effect, prior to the reduction of the Bankruptcy Loss
Amount to zero, to any reductions thereof caused by any Debt Service Reductions)
due on each Mortgage Loan on the related Due Date, (b) the Stated Principal
Balance, as of the date of repurchase, of each Mortgage Loan that was
repurchased by the Depositor pursuant to this Agreement as of such Distribution
Date, (c) any Substitution Adjustment Amount in connection with a Defective
Mortgage Loan received with respect to such Distribution Date, (d) any
Liquidation Proceeds allocable to recoveries of principal of Mortgage Loans that
are not yet Liquidated Mortgage Loans received during the calendar month
preceding the month of such Distribution Date, (e) with respect to each Mortgage
Loan that became a Liquidated Mortgage Loan during the calendar month preceding
the month of such Distribution Date, the amount of Liquidation Proceeds
allocable to principal received during the calendar month preceding the month of
such Distribution Date with respect to such Mortgage Loan and (f) all Principal
Prepayments received during the calendar month preceding the month of such
Distribution Date.
Non-Supported Interest Shortfalls: As to any Distribution Date, the
amount, if any, by which the aggregate of Prepayment Interest Shortfalls exceeds
Compensating Interest for such Distribution Date.
Non-U.S. Person: A Person other than a U.S. Person.
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 1.87%
Class B-2 1.11%
Class B-3 0.71%
Class B-4 0.40%
Class B-5 0.20%
Class B-6 0.00%
Original Subordinate Certificate Balance: $15,780,353.28.
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 (other than a Class A-10
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. With respect to a Class A-10
Certificate, the percentage obtained by dividing the current Certificate Balance
of such Certificate by the current Class Certificate Balance of the Class A-10
Certificates.
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-PO
Certificates are the only Class of Principal-Only Certificates.
Principal Prepayment: Any payment or other recovery of principal on
a Mortgage Loan (other than Liquidation Proceeds) which is received in advance
of its scheduled Due Date and is not accompanied by an amount of interest
representing scheduled interest due on any date or dates in any month or months
subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment of the entire
principal balance of a Mortgage Loan.
Priority Amount: As to any Distribution Date, the lesser of (i) the
Class Certificate Balance of the Class A-11 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 Class Certificate Balance of the Class A-11 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).
Rounding Account: As defined in Section 3.23.
Rounding Amount: As defined in Section 3.23.
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
- --------------------------- -------------------
October 2004 through September 2005 30%
October 2005 through September 2006 35%
October 2006 through September 2007 40%
October 2007 through September 2008 45%
October 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
7.250% and the Trustee Fee Rate; provided, however, that the Servicing Fee Rate
will not be less than 0.25% per annum with respect to any Mortgage Loan.
Servicing File: The items pertaining to a particular Mortgage Loan
referred to in Exhibit J hereto, and any additional documents required to be
added to the Servicing File pursuant to the Agreement.
Servicing Officer: Any officer of a Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name appears on a list of servicing officers furnished to the Trustee by such
Servicer, as such list may from time to time be amended.
Shift Percentage: As to any Distribution Date, the percentage
indicated below:
Distribution Date Occurring In Shift Percentage
- ------------------------------ ----------------
October 1999 through September 2004............ 0%
October 2004 through September 2005............ 30%
October 2005 through September 2006............ 40%
October 2006 through September 2007............ 60%
October 2007 through September 2008............ 80%
October 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:
(a) (i) wear and tear, deterioration, rust or corrosion, mold, wet
or dry rot; inherent vice or latent defect; animals, birds, vermin or insects;
or
(ii) settling, subsidence, cracking, shrinkage, building or
expansion of pavements, foundations, walls, floors, roofs or ceilings;
(b) errors in design, faulty workmanship or faulty materials,
unless the collapse of the property or a part thereof ensues and then only for
the ensuing loss;
(c) nuclear or chemical reaction or nuclear radiation or
radioactive or chemical contamination, all whether controlled or uncontrolled,
and whether such loss is direct or indirect, proximate or remote; or
(d) (i) hostile or warlike action in time of peace or war,
including action in hindering, combating or defending against an actual,
impending or expected attack (A) by any government or sovereign power (de jure
or de facto), or by any authority maintaining or using military, naval or air
forces; or (B) by military, naval or air forces; or (C) by an agent of any such
government, power, authority or forces;
(ii) any weapon of war or facility for producing same employing
atomic fission, radioactive force or chemical or biological contaminants,
whether in time of peace or war; or
(iii) insurrection, rebellion, revolution, civil war, usurped power
or action taken by governmental authority in hindering, combating or
defending against such an occurrence, seizure or destruction under
quarantine or customs regulations, confiscation by order of any government
or public authority, or risks of contraband or illegal transportation or
trade.
Special Hazard Loss Amount: As to any Distribution Date, the lesser
of (a) the greatest of (i) 1% of the Pool Stated Principal Balance of the
Mortgage Loans, (ii) twice the principal balance of the largest Mortgage Loan,
and (iii) the aggregate principal balance of all Mortgage Loans secured by
Mortgaged Properties located in the single California five-digit postal zip code
having the highest aggregate principal balance of any zip code area (all
principal balances to be calculated as of the first day of the month preceding
such Distribution Date after giving effect to Monthly Payments then due, whether
or not paid) and (b) the Initial Special Hazard Loss Amount, reduced (but not
below zero) by the amount of Realized Losses in respect of Special Hazard
Mortgage Loans previously incurred during the period from the Cut-Off Date
through the last day of the month preceding the month of such Distribution Date.
The Special Hazard Loss Amount may be further reduced from time to time below
the amounts specified above with the written consent of the Rating Agencies and
without resulting in a downgrading to the then-current rating of the
Certificates.
Special Hazard Mortgage Loan: Any Liquidated Mortgage Loan as to
which the ability to recover thereon was substantially impaired by reason of a
hazard or loss not covered by a hazard policy or flood insurance policy
maintained in respect of such Mortgaged Property pursuant to Section 3.12.
Special Retail Certificates: The Class A-10 Certificates.
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 and amounts
in the Rounding Account.
Trustee: The Bank of New York, and its successors-in-interest and,
if a successor trustee is appointed hereunder, such successor, as trustee.
Trustee Fee: As to any Distribution Date, an amount equal to
one-twelfth of the Trustee Fee Rate multiplied by the aggregate Stated Principal
Balance of the Mortgage Loans immediately following the Due Date in the month
preceding the month in which such Distribution Date occurs.
Trustee Fee Rate: With respect to each Mortgage Loan, 0.0040% per
annum.
Underwriting Guidelines: The underwriting guidelines of 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 1999-11" (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:
(A) The stock certificate;
(B) The stock power executed in blank;
(C) The executed proprietary lease;
(D) The executed recognition agreement;
(E) The executed assignment of recognition agreement;
(F) The executed UCC-1 financing statement with evidence of
recording thereon; and
(G) 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 October 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).
Each Servicer will comply with all provisions of applicable state
and federal law relating to the cancellation of, or collection of premiums with
respect to, Primary Mortgage Insurance, including, but not limited to, the
provisions of the Homeowners Protection Act of 1998, and all regulations
promulgated thereunder, as amended from time to time.
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 1999-11 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 this 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.
Section 3.23 Maintenance of the Rounding Account;
Collections Thereunder.
On or prior to the Closing Date, the Trustee shall establish a
separate account (the "Rounding Account") with respect to Class A-10
Certificates, and Banc of America Securities LLC shall deposit $999.99 in such
Rounding Account. The Trustee shall maintain such account to provide, if needed,
the applicable Rounding Amount (defined below) on any Distribution Date. If, on
any Distribution Date, the Trustee determines that amounts are available out of
the Pool Distribution Amount (after giving effect to the last sentence of this
paragraph) for distributions of principal on the Special Retail Certificates,
and the aggregate amount allocable to such distributions of principal is not an
amount equal to an integral multiple of $1,000, the Trustee shall withdraw from
the Rounding Account an amount which, when added to the amount allocable to such
distributions of principal, would be an integral multiple of $1,000 (the
"Rounding Amount"). On each Distribution Date prior to the earlier of (a) the
Senior Credit Support Depletion Date and (b) the date on which any loss is
allocated to the Special Retail Certificates, with respect to which the Trustee
determines that amounts are available out of the Pool Distribution Amount for
distributions of principal on the Special Retail Certificates, the aggregate
amount allocable to such Class will be applied first to repay any funds
withdrawn from the Rounding Account on prior Distribution Dates which have not
been repaid.
Any amounts withdrawn by the Trustee from the Rounding Account shall
be deposited in the Certificate Account for distribution to the Holders of the
Special Retail Certificates as described in the preceding paragraph.
On or promptly after the earlier of (i) the Senior Credit Support
Depletion Date and (ii) the date on which any loss is allocated to the Special
Retail Certificates, the Trustee shall remit to Banc of America Securities LLC
any amounts remaining in the Rounding Account.
Amounts on deposit in the Rounding Account shall not be invested.
The Rounding Account established hereunder, to the extent that it
constitutes a "reserve fund" for purposes of the REMIC Provisions, shall be an
"outside reserve fund" as defined in Section 1.860G-2(h) of the Treasury
Regulations, and in that regard (A) such Rounding Account shall be an outside
reserve fund and not an asset of the REMIC, (B) such Rounding Account shall be
owned for federal tax purposes by Banc of America Securities LLC and Banc of
America Securities LLC shall report all amounts of income, deduction, gain or
loss accruing therefrom, and (C) amounts transferred by the REMIC to the
Rounding Account shall be treated for all federal tax purposes as distributed by
the REMIC to Banc of America Securities LLC.
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; provided, however, that
distributions of principal to the Special Retail Certificates shall be made as
described in Section 5.09.
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 Distributions.
(a) On each Distribution Date, based solely on the information
contained in the Servicer's Certificate, the Trustee shall withdraw from the
Certificate Account (to the extent funds are available therein) (1) the amounts
payable to the Trustee pursuant to Sections 3.11(b)(i) and 3.11(b)(ii) and shall
pay such funds to itself, and (2) the Pool Distribution Amount, in an amount as
specified in written notice received by the Trustee from the Servicers no later
than the related Determination Date, and shall apply such funds from the
Certificate Account to distributions on the Certificates in the following order
of priority and to the extent of such funds:
(i) to each Class of Senior Certificates (other than the Class
A-PO Certificates), an amount allocable to interest equal to the Interest
Distribution Amount for such Class and any shortfall being allocated among
such Classes in proportion to the amount of the Interest Distribution
Amount that would have been distributed in the absence of such shortfall;
provided, however, that until the Accretion Termination Date, amounts that
would have been distributed pursuant to this clause to the Class A-9
Certificates will instead be distributed in reduction of the Class
Certificate Balances of the Classes of Certificates specified in Section
5.02(b)(i);
(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) (1)On each Distribution Date occurring prior to the Accretion
Termination Date, based solely on the information contained in the Servicer's
Certificate, the Class A-9 Accrual Distribution Amount will be allocated
sequentially as follows:
first, to the Class A-7 Certificates, until their Class
Certificate Balance has been reduced to zero; and
second, to the Class A-9 Certificates, until their Class
Certificate Balance has been reduced to zero.
(i) On each Distribution Date prior to the Senior Credit Support
Depletion Date, the amount distributable to the Class A Certificates
(other than the Class A-PO Certificates) pursuant to Section 5.02(a)(ii)
for such Distribution Date, will be distributed in the following order of
priority:
first, to the Class A-R Certificate, until the Class
Certificate Balance thereof has been reduced to zero;
second, to the Class A-11 Certificates, up to the Priority
Amount for such Distribution Date, until their Class Certificate Balance
has been reduced to zero;
third, concurrently:
(a) 50.3237201831% to the Class A-1 Certificates;
(b) 4.2929251122% to the Class A-2 Certificates; and
(c) 45.3833547047% to the Class A-6 Certificates;
until the Class Certificate Balance of the Class A-1 Certificates has
been reduced to zero;
fourth, concurrently:
(a) 4.2929251122% to the Class A-2 Certificates;
(b) 50.3237201831% to the Class A-3 Certificates; and
(c) 45.3833547047% to the Class A-6 Certificates;
until the Class Certificate Balance of the Class A-6 Certificates has
been reduced to zero;
fifth, concurrently:
(a) 4.2929251122% to the Class A-2 Certificates;
(b) 50.3237201831% to the Class A-3 Certificates; and
(c) 45.3833547047% to the Class A-8 Certificates;
until the Class Certificate Balances of the Class A-2 and Class A-3
Certificates have been reduced to zero;
sixth, concurrently:
(a) 54.6166452953% to the Class A-4 Certificates; and
(b) 45.3833547047% to the Class A-8 Certificates;
until the Class Certificate Balance of the Class A-8 Certificates has
been reduced to zero;
seventh, concurrently:
(a) 54.6166452953% to the Class A-4 Certificates;
(b) 36.2184143906% sequentially to the Class A-7
Certificates, until the Class Certificate Balance thereof has been
reduced to zero, and then to the Class A-9 Certificates; and
(c) 9.1649403141% to the Class A-10 Certificates;
until the Class Certificate Balance of the Class A-4 Certificates has
been reduced to zero;
eighth, concurrently:
(a) 54.6166452953% to the Class A-5 Certificates;
(b) 36.2184143906% sequentially to the Class A-7
Certificates, until the Class Certificate Balance thereof has been
reduced to zero, and then to the Class A-9 Certificates; and
(c) 9.1649403141% to the Class A-10 Certificates;
until the Class Certificate Balances of the Class A-5, Class A-7, Class
A-9 and Class A-10 Certificates have been reduced to zero; and
ninth, to the Class A-11 Certificates, until their Class
Certificate Balance has been reduced to zero.
On each Distribution Date on or after the Senior Credit Support
Depletion Date, notwithstanding the allocation and priority set forth above, the
portion of the Pool Distribution Amount available to be distributed as principal
of the Class A Certificates (other than the Class A-PO Certificates) shall be
distributed concurrently, as principal, on such Classes, pro rata, on the basis
of their respective Class Certificate Balances, until the Class Certificate
Balances thereof are reduced to zero.
(c) On each Distribution Date, Accrued Certificate Interest for each
Class of Certificates for such Distribution Date shall be reduced by such
Class's pro rata share, based on such Class's Interest Distribution Amount for
such Distribution Date, without taking into account the allocation made by this
Section 5.02(c), of (A) Non-Supported Interest Shortfalls, (B) any Excess Losses
allocable to interest, (C) on and after the Senior Credit Support Depletion
Date, any other Realized Loss allocable to interest and (D) each Relief Act
Reduction incurred during the calendar month preceding the month of such
Distribution Date.
(d) Notwithstanding the priority and allocation contained in Section
5.02(a)(iv), if with respect to any Class of Subordinate Certificates on any
Distribution Date, (i) the aggregate of the Class Certificate Balances
immediately prior to such Distribution Date of all Classes of Subordinate
Certificates which have a higher numerical Class designation than such Class,
divided by (ii) the aggregate Class Certificate Balance of all the Certificates
(other than the Class A-PO Certificates) immediately prior to such Distribution
Date (the "Fractional Interest") is less than the Original Fractional Interest
for such Class, no distribution of principal will be made to any Classes junior
to such Class (the "Restricted Classes") and the Class Certificate Balances of
the Restricted Classes will not be used in determining the Pro Rata Share for
the Subordinate Certificates that are not Restricted Classes. Any funds
remaining will be distributed in the order provided in Section 5.02(a)(iv).
Section 5.03 Allocation of Losses.
(a) On or prior to each Determination Date, each Servicer shall
inform the Trustee in writing with respect to each Mortgage Loan serviced by
such Servicer: (1) whether any Realized Loss is a Deficient Valuation, a Debt
Service Reduction, a Fraud Loss or a Special Hazard Loss, (2) of the amount of
such loss or Deficient Valuation, or of the terms of such Debt Service Reduction
and (3) of the total amount of Realized Losses. Based on such information, the
Trustee shall determine the total amount of Realized Losses, including Excess
Losses, with respect to the related Distribution Date.
The principal portion of Realized Losses with respect to any
Distribution Date shall be allocated as follows:
(i) the applicable PO Percentage of the principal portion of any
Realized Loss with respect to a Discount Mortgage Loan, including any
Excess Loss, shall be allocated to the Class A-PO Certificates until the
Class Certificate Balance thereof is reduced to zero; and
(ii) (1) the applicable Non-PO Percentage of the principal
portion of any Realized Loss (other than an Excess Loss) shall be
allocated first to the Subordinate Certificates in reverse order of their
respective numerical Class designations (beginning with the Class of
Subordinate Certificates then outstanding with the highest numerical Class
designation) until the respective Class Certificate Balance of each such
Class is reduced to zero, and second to the Senior Certificates (other
than the Class A-PO Certificates), pro rata, on the basis of their
respective Class Certificate Balances immediately prior to the related
Distribution Date or, in the case of the Class A-9 Certificates, the
Initial Class Certificate Balance, if lower, until the Class Certificate
Balances thereof have been reduced to zero, 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 or, in the case of the Class A-9 Certificates, the
Initial Class Certificate Balance, if lower.
(b) The Class Certificate Balance of the Class of Subordinate
Certificates then outstanding with the highest numerical Class designation shall
be reduced on each Distribution Date by the amount, if any, by which the
aggregate of the Class Certificate Balances of all outstanding Classes of
Certificates (after giving effect to the amount to be distributed as a
distribution of principal and the allocation of Realized Losses and Class A-PO
Deferred Amounts on such Distribution Date) exceeds the Adjusted Pool Amount for
such Distribution Date.
After the Senior Credit Support Depletion Date, the Class
Certificate Balances of the Senior Certificates in the aggregate (other than the
Class Certificate Balance of the Class A-PO Certificates) shall be reduced on
each Distribution Date by the amount, if any, by which the aggregate of the
Class Certificate Balances of all outstanding Classes of Senior Certificates
(other than Class A-PO Certificates) (after giving effect to the amount to be
distributed as a distribution of principal and the allocation of Realized Losses
on such Distribution Date) exceeds the difference between (i) the Adjusted Pool
Amount for such Distribution Date and (ii) the Adjusted Pool Amount (PO Portion)
for such Distribution Date.
Any such reduction shall be allocated among the Senior Certificates
(other than the Class A-PO Certificates) based on the Class Certificate Balances
immediately prior to such Distribution Date or, in the case of the Class A-9
Certificates, the Initial Class Certificate Balance, if lower.
After the Senior Credit Support Depletion Date, the Class
Certificate Balance of the Class A-PO Certificates shall be reduced on each
Distribution Date by the amount, if any, by which the Class Certificate Balance
of the Class A-PO Certificates (after giving effect to the amount to be
distributed as a distribution of principal and the allocation of Realized Losses
on such Distribution Date) exceeds the Adjusted Pool Amount (PO Portion) for
such Distribution Date.
(c) Any Realized Loss allocated to a Class of Certificates or any
reduction in the Class Certificate Balance of a Class of Certificates pursuant
to Section 5.03(b) above shall be allocated among the Certificates of such Class
in proportion to their respective Percentage Interests.
(d) Any allocation of Realized Losses to a Class of Certificates or
any reduction in the Class Certificate Balance of a Class pursuant to Section
5.03(b) above shall be accomplished by reducing the Class Certificate Balance
thereof prior to the distributions made on the related Distribution Date in
accordance with the definition of "Class Certificate Balance."
Section 5.04 Statements to Certificateholders.
(a) Prior to the Distribution Date in each month, based upon the
information provided to the Trustee on the Servicer's Certificates delivered to
the Trustee pursuant to Section 4.01, the Trustee shall determine the following
information with respect to such Distribution Date:
(i) the amount allocable to principal, separately identifying the
aggregate amount of any Principal Prepayments and Liquidation Proceeds
included therein;
(ii) the amount allocable to interest, the Class A-9 Accrual
Distribution Amount, 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 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.
Section 5.09 Principal Distributions on the Special Retail
Certificates. Prior to the earlier of (1) the Senior Credit Support Depletion
Date and (2) the date on which any Realized Loss is allocated to the Special
Retail Certificates, distributions in reduction of the Class Certificate Balance
of such Class will be made in integral multiples of $1,000 at the request of the
appropriate representatives of Deceased Holders of Certificates of such Class
and at the request of Living Holders of Certificates of such Class or by
mandatory distributions, pursuant to Section 5.09(a) and Section 5.09(d). On and
after the earlier of (A) the Senior Credit Support Depletion Date and (B) the
date on which any Realized Loss is allocated to the Special Retail Certificates,
distributions in reduction of the Class Certificate Balance of such Class will
be made on a pro rata basis pursuant to Section 5.09(e).
(a) Except as set forth in Section 5.09(e), on each Distribution
Date on which principal distributions to the Special Retail Certificates are
made, such distributions will be made in the following priority:
(i)first, to requesting Deceased Holders, in the order in which
such requests are received by the Depository, but not exceeding an
aggregate amount of $25,000 for each requesting Deceased Holder; and
(ii) second, to requesting Living Holders, in the order in which
such requests are received by the Depository, but not exceeding an
aggregate amount of $10,000 for each requesting Living Holder.
Thereafter, distributions will be made, with respect to the Special
Retail Certificates, as provided in clauses (i) and (ii) above, up to a second
$25,000 and $10,000, respectively. This sequence of priorities will be repeated
until all requests for principal distributions by Deceased Holders and Living
Holders of such Class have been honored, to the extent of amounts available for
principal distributions to the Holders of such Class.
All requests for principal distributions to Special Retail
Certificates will be accepted in accordance with the provisions set forth in
Section 5.09(c). Requests for principal distributions that are received by the
Trustee after the related Record Date and requests for principal distributions
received in a timely manner but not accepted with respect to any Distribution
Date, will be treated as requests for principal distributions to the Special
Retail Certificates on the next succeeding Distribution Date, and each
succeeding Distribution Date thereafter, until each such request is accepted or
is withdrawn as provided in Section 5.09(c). Such requests that are not
withdrawn shall retain their order of priority without the need for any further
action on the part of the appropriate Certificate Owner of the Special Retail
Certificate, all in accordance with the procedures of the Depository and the
Trustee. Upon the transfer of beneficial ownership of any Special Retail
Certificate, any distribution request previously submitted with respect to such
Certificate will be deemed to have been withdrawn only upon the receipt by the
Trustee on or before the Record Date for such Distribution Date of notification
of such withdrawal in the manner set forth in Section 5.09(c) using a form
required by the Depository.
Distributions in reduction of the Class Certificate Balance of the
Special Retail Certificates will be applied in an amount equal to the portion of
the Senior Principal Distribution Amount allocable to such Class pursuant to
Section 5.02, plus any amounts available for distribution from the Rounding
Account established as provided in Section 3.23, provided that the aggregate
distribution of principal to such Class on any Distribution Date shall be made
in an integral multiple of $1,000.
To the extent that the portion of the Senior Principal Distribution
Amount allocable to the Special Retail Certificates on any Distribution Date
exceeds the aggregate Class Certificate Balance of the Special Retail
Certificates with respect to which principal distribution requests have been
received, principal distributions in reduction of the Class Certificate Balance
of such Class will be made by mandatory distribution pursuant to Section
5.09(d).
(b) A Special Retail Certificate shall be deemed to be held by a
Deceased Holder for purposes of this Section 5.09 if the death of the
Certificate Owner thereof is deemed to have occurred. Special Retail
Certificates beneficially owned by tenants by the entirety, joint tenants or
tenants in common will be considered to be beneficially owned by a single owner.
The death of a tenant by the entirety, joint tenant or tenant in common will be
deemed to be the death of the Certificate Owner. Special Retail Certificates
beneficially owned by a trust will be considered to be beneficially owned by
each beneficiary of the trust to the extent of such beneficiary's beneficial
interest therein, but in no event will a trust's beneficiaries collectively be
deemed to be Certificate Owners of a number of Special Retail Certificates
greater than the number of Special Retail Certificates of which such trust is
the owner. The death of a beneficiary of a trust will be deemed to be the death
of a Certificate Owner of the Special Retail Certificates beneficially owned by
the trust to the extent of such beneficiary's beneficial interest in such trust.
The death of an individual who was a tenant by the entirety, joint tenant or
tenant in common in a tenancy which is the beneficiary of a trust will be deemed
to be the death of the beneficiary of such trust. The death of an individual
who, during his or her lifetime, was entitled to substantially all of the
beneficial ownership interests in a Special Retail Certificate will be deemed to
be the death of the Certificate Owner of such Special Retail Certificate
regardless of the registration of ownership, if such beneficial ownership
interest can be established to the satisfaction of the Trustee. Such beneficial
interest will be deemed to exist in typical cases of street name or nominee
ownership, ownership by a trustee, ownership under the Uniform Gifts to Minors
Act and community property or other joint ownership arrangements between a
husband and wife. Beneficial interest shall include the power to sell, transfer
or otherwise dispose of a Special Retail Certificate and the right to receive
the proceeds therefrom, as well as interest and principal distributions, as
applicable, payable with respect thereto. The Trustee shall not be under any
duty to determine independently the occurrence of the death of any deceased
Certificate Owner. The Trustee may rely entirely upon documentation delivered to
it pursuant to Section 5.09(c) in establishing the eligibility of any
Certificate Owner to receive the priority accorded Deceased Holders in Section
5.09(a).
(c) Requests for principal distributions to the Certificate Owner of
any Special Retail Certificate must be made by delivering a written request
therefor to the Depository Participant or Indirect Depository Participant that
maintains the account evidencing such Certificate Owner's interest in such
Certificate. In the case of a request on behalf of a Deceased Holder,
appropriate evidence of death and any tax waivers are required to be forwarded
to the Trustee under separate cover. The Depository Participant should in turn
make the request of the Depository (or, in the case of an Indirect Depository
Participant, such Indirect Depository Participant must notify the related
Depository Participant of such request, which Depository Participant should make
the request of the Depository) in the manner required under the rules and
regulations of the Depository's APUT System. Upon receipt of such request, the
Depository will date and time stamp such request and forward such request to the
Trustee. The Depository may establish such procedures as it deems fair and
equitable to establish the order of receipt of requests for such distributions
received by it on the same day. None of the Depositor, the Master Servicer or
the Trustee shall be liable for any delay in delivery of requests for
distributions or withdrawals of such requests by the Depository, a Depository
Participant or any Indirect Depository Participant.
The Trustee shall maintain a list of those Depository Participants
representing the appropriate Certificate Owners of Special Retail Certificates
that have submitted requests for principal distributions, together with the
order of receipt and the amounts of such requests. Subject to the priorities
described in Section 5.09(a) above, the Depository will honor requests for
distributions in the order of their receipt. The Trustee shall notify the
Depository as to which requests should be honored on each Distribution Date at
least two Business Days prior to such Distribution Date and shall notify the
Depository as to the portion of the Senior Principal Distribution Amount
(together with any amounts available for distribution from the Rounding Account)
to be distributed to the Special Retail Certificates by mandatory distribution
pursuant to Section 5.09(d). Requests shall be honored by the Depository in
accordance with the procedures, and subject to the priorities and limitations,
described in this Section 5.09. The exact procedures to be followed by the
Trustee and the Depository for purposes of determining such priorities and
limitations will be those established from time to time by the Trustee or the
Depository, as the case may be. The decisions of the Trustee and the Depository
concerning such matters will be final and binding on all affected Persons.
Special Retail Certificates that have been accepted for a
distribution shall be due and payable on the applicable Distribution Date. Such
Certificates shall cease to bear interest after the last day of the calendar
month preceding the month in which such Distribution Date occurs.
Any Certificate Owner of a Special Retail Certificate that has
requested a principal distribution may withdraw its request by so notifying in
writing the Depository Participant or Indirect Depository Participant that
maintains such Certificate Owner's account. If such account is maintained by an
Indirect Depository Participant, such Indirect Depository Participant must
notify the related Depository Participant which in turn must forward the
withdrawal of such request, in the manner required under the rules and
regulations of the Depository's APUT System, to the Depository to be forwarded
to the Trustee. If such notice of withdrawal of a request for distribution has
not been received by the Depository and forwarded to the Trustee on or before
the Record Date for the next Distribution Date, the previously made request for
a principal distribution will be irrevocable with respect to the making of
principal distributions on such Distribution Date.
If any requests for principal distributions are rejected by the
Trustee for failure to comply with the requirements of this Section 5.09, the
Trustee shall return such request to the appropriate Depository Participant with
a copy to the Depository with an explanation as to the reason for such
rejection.
(d) If principal distributions to be made to the Special Retail
Certificates on a Distribution Date exceed the aggregate amount of principal
distribution requests for such Class which have been received on or before the
applicable Record Date, as provided in Section 5.09(a) above, additional Special
Retail Certificates will be selected to receive mandatory principal
distributions in lots equal to $1,000 in accordance with the then-applicable
random lot procedures of the Depository, and the then-applicable procedures of
the Depository Participants and Indirect Depository Participants representing
the Certificate Owners (which procedures may or may not be by random lot). The
Trustee shall notify the Depository of the aggregate amount of the mandatory
principal distribution to be made on the next Distribution Date. The Depository
shall then allocate such aggregate amount among the Depository Participants on a
random lot basis. Each Depository Participant and, in turn, each Indirect
Depository Participant will then select, in accordance with its own procedures,
Special Retail Certificates from among those held in its accounts to receive
mandatory principal distributions, such that the total amount of principal
distributed to the Special Retail Certificates so selected is equal to the
aggregate amount of such mandatory distributions allocated to such Depository
Participant by the Depository and to such Indirect Depository Participant by its
related Depository Participant, as the case may be. Depository Participants and
Indirect Depository Participants that hold Special Retail Certificates selected
for mandatory principal distributions are required to provide notice of such
mandatory distributions to the affected Certificate Owners.
(e) Notwithstanding any provisions herein to the contrary, on each
Distribution Date on and after the earlier of (i) the Senior Credit Support
Depletion Date and (ii) the date on which any Realized Loss is allocated to the
Special Retail Certificates, distributions in reduction of the Class Certificate
Balance of such Class will be made pro rata among the Certificate Owners of the
Certificates of such Class and will not be made in integral multiples of $1,000
or pursuant to requests for distribution as permitted by Section 5.09(a) or by
mandatory distributions as provided for by Section 5.09(d).
(f) In the event that Definitive Certificates representing the
Special Retail Certificates are issued pursuant to Section 6.02(c)(iii), an
amendment to this Agreement, which may be approved without the consent of any
Certificateholders, shall establish procedures relating to the manner in which
distributions in reduction of the Class Certificate Balance of the Special
Retail Certificates are to be made; provided that such procedures shall be
consistent, to the extent practicable and customary for certificates similar to
the Special Retail Certificates, with the provisions of this Section 5.09.
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-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) (2) 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, (C) after the occurrence of an
Event of Default or (D) in the event the Depository is unable to make the
pro rata distributions required by Section 5.09(e), 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., 101
South Tryon Street, Charlotte, North Carolina 28255, Attention: General Counsel
and Chief Financial Officer, (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:
-----------------------------------------
Name: Sharon Joseph
Title: Vice President
NATIONSBANC MORTGAGE CORPORATION,
as Servicer
By:
-----------------------------------------
Name: Robert J. Debenedet
Title: Vice President
BANK OF AMERICA, FSB,
as Servicer
By:
-----------------------------------------
Name: Arthur D. Ringwald
Title: Group Executive Vice President
BANK OF AMERICA, N.A.,
as Servicer
By:
-----------------------------------------
Name: Nicholas Krsnich
Title: Senior Vice President
THE BANK OF NEW YORK,
as Trustee
By:
-----------------------------------------
Name: Kelly Sheahan
Title: Assistant Vice President
<PAGE>
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 23rd day of September, 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 23rd day of September, 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 23rd day of September, 1999, before me, a notary public in
and for the State of North Carolina, personally appeared Arthur D. Ringwald,
known to me who, being by me duly sworn, did depose and say that he is a Group
Executive 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 23rd day of September, 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 23rd day of September, 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 1999-11
Class A-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
<PAGE>
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-11
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: September 1, 1999
First Distribution Date: October 25, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $102,246,000.00
Pass-Through Rate: 7.250%
CUSIP No.: 060506 JS 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 September 23, 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-2
[FORM OF FACE OF CLASS A-2 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-11
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 1999-11
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: September 1, 1999
First Distribution Date: October 25, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $10,000,000.00
Pass-Through Rate: 7.250%
CUSIP No.: 060506 JT 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 September 23, 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-3
[FORM OF FACE OF CLASS A-3 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-11
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 1999-11
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: September 1, 1999
First Distribution Date: October 25, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $14,978,780.00
Pass-Through Rate: 7.250%
CUSIP No.: 060506 JU 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 September 23, 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 1999-11
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 1999-11
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: September 1, 1999
First Distribution Date: October 25, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $13,004,000.00
Pass-Through Rate: 7.250%
CUSIP No.: 060506 JV 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 September 23, 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-5
[FORM OF FACE OF CLASS A-5 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-11
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 1999-11
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: September 1, 1999
First Distribution Date: October 25, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $21,200,000.00
Pass-Through Rate: 7.250%
CUSIP No.: 060506 JW 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 September 23, 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-6
[FORM OF FACE OF CLASS A-6 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-11
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 1999-11
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: September 1, 1999
First Distribution Date: October 25, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $98,531,000.00
Pass-Through Rate: 7.250%
CUSIP No.: 060506 JX 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 September 23, 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-7
[FORM OF FACE OF CLASS A-7 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-11
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 1999-11
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: September 1, 1999
First Distribution Date: October 25, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $10,111,000.00
Pass-Through Rate: 7.250%
CUSIP No.: 060506 JY 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 September 23, 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-8
[FORM OF FACE OF CLASS A-8 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-11
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 1999-11
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: September 1, 1999
First Distribution Date: October 25, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $10,848,000.00
Pass-Through Rate: 7.250%
CUSIP No.: 060506 JZ 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 September 23, 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-9
[FORM OF FACE OF CLASS A-9 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-11
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").
UNTIL THE ACCRETION TERMINATION DATE, THE INTEREST THAT ACCRUES ON THE
CERTIFICATE BALANCE OF THIS CERTIFICATE WILL NOT BE PAYABLE. BECAUSE SUCH UNPAID
INTEREST IS ADDED TO THE CERTIFICATE BALANCE OF THIS CERTIFICATE AND BECAUSE
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MORE OR LESS THAN THE
AMOUNT SET FORTH BELOW.
<PAGE>
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-11
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: September 1, 1999
First Distribution Date: October 25, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $9,648,220.00
Pass-Through Rate: 7.250%
CUSIP No.: 060506 KA 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 September 23, 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-10
[FORM OF FACE OF CLASS A-10 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-11
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 1999-11
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: September 1, 1999
First Distribution Date: October 25, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $5,000,000.00
Pass-Through Rate: 7.250%
CUSIP No.: 060506 KB 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 September 23, 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-11
[FORM OF FACE OF CLASS A-11 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-11
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 1999-11
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: September 1, 1999
First Distribution Date: October 25, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $35,000,000.00
Pass-Through Rate: 7.250%
CUSIP No.: 060506 KC 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 September 23, 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-PO
[FORM OF FACE OF CLASS A-PO CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-11
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 1999-11
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: September 1, 1999
First Distribution Date: October 25, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $3,691,389.00
CUSIP No.: 060506 KD 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 September 23, 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 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 1999-11
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 1999-11
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: September 1, 1999
First Distribution Date: October 25, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $100.00
Initial Class Certificate
Balance of this Class: $100.00
Pass-Through Rate: 7.250%
CUSIP No.: 060506 KE 1
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 September 23, 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 1999-11
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 REFERENCED 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 1999-11
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: September 1, 1999
First Distribution Date: October 25, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $9,301,000.00
Pass-Through Rate: 7.250%
CUSIP No.: 060506 KF 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 September 23, 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 B-2
[FORM OF FACE OF CLASS B-2 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-11
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 REFERENCED 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 1999-11
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: September 1, 1999
First Distribution Date: October 25, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $2,626,000.00
Pass-Through Rate: 7.250%
CUSIP No.: 060506 KG 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 September 23, 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 B-3
[FORM OF FACE OF CLASS B-3 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-11
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 REFERENCED 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 1999-11
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: September 1, 1999
First Distribution Date: October 25, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,401,000.00
Pass-Through Rate: 7.250%
CUSIP No.: 060506 KH 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 September 23, 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 B-4
[FORM OF FACE OF CLASS B-4 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-11
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 REFERENCED 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 REFERENCED 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 1999-11
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: September 1, 1999
First Distribution Date: October 25, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,051,000.00
Pass-Through Rate: 7.250%
CUSIP No.: 060506 KJ 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 September 23, 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 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 1999-11
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 REFERENCED 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 REFERENCED 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 1999-11
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: September 1, 1999
First Distribution Date: October 25, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $701,000.00
Pass-Through Rate: 7.250%
CUSIP No.: 060506 KK 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 September 23, 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 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 1999-11
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 REFERENCED 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 REFERENCED 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 1999-11
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: September 1, 1999
First Distribution Date: October 25, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $700,353.28
Pass-Through Rate: 7.250%
CUSIP No.: 060506 KL 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 September 23, 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 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; provided, however, that in the case of the Class A-10 Certificates,
distributions of principal to which such Class is entitled will be made to the
Holders of such Class as described in Section 5.09 of the Pooling and Servicing
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentation and surrender of such Certificate to the
Trustee as contemplated by Section 10.01 of the Pooling and Servicing Agreement.
The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Trustee and the rights of the Certificateholders under the
Pooling and Servicing Agreement at any time by the Depositor, the Servicers and
the Trustee with the consent of the Holders of Certificates affected by such
amendment evidencing the requisite Percentage Interest, as provided in the
Pooling and Servicing Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Pooling and Servicing Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register of the Trustee upon surrender of this Certificate
for registration of transfer at the Corporate Trust Office accompanied by a
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations and evidencing the same aggregate
Percentage Interest in the Trust will be issued to the designated transferee or
transferees.
The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Pooling and Servicing Agreement. As
provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations and evidencing the
same aggregate Percentage Interest, as requested by the Holder surrendering the
same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Depositor, the Servicers, the Certificate Registrar and the Trustee
and any agent of the Depositor, the Servicers, the Certificate Registrar or the
Trustee may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and none of the Depositor, the Servicers, the
Certificate Registrar, the Trustee or any such agent shall be affected by any
notice to the contrary.
On any Distribution Date on which the Pool Stated Principal Balance is
less than 10% of the Cut-Off Date Pool Principal Balance, the Depositor will
have the option to repurchase, in whole, from the Trust all remaining Mortgage
Loans and all property acquired in respect of the Mortgage Loans at a purchase
price determined as provided in the Pooling and Servicing Agreement. In the
event that no such optional termination occurs, the obligations and
responsibilities created by the Pooling and Servicing Agreement will terminate
upon the later of the maturity or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan remaining in the Trust or the disposition of
all property in respect thereof and the distribution to Certificateholders of
all amounts required to be distributed pursuant to the Pooling and Servicing
Agreement. In no event shall the Trust created by the Pooling and Servicing
Agreement continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late ambassador of the
United States to the Court of St. James, living on the date thereof.
Any term used herein that is defined in the Pooling and Servicing
Agreement shall have the meaning assigned in the Pooling and Servicing
Agreement, and nothing herein shall be deemed inconsistent with that meaning.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: ________ ___, ___
THE BANK OF NEW YORK,
as Trustee
By _________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class [__] Certificates referred to in the Pooling and
Servicing Agreement referenced herein.
THE BANK OF NEW YORK,
as Trustee
By _________________________________________
Authorized Signatory
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)
the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.
I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
Dated:
____________________________________________
Signature by or on behalf of assignor
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
for the account of ___________________, account number ________________________,
or, if mailed by check, to Applicable statements should be mailed to ___________
_______________
This information is provided by , the assignee named above, or , as its
agent.
<PAGE>
EXHIBIT D-1
BAFSB MORTGAGE LOAN SCHEDULE
<TABLE>
Bank of America, FSB
Settlement 09/23/1999 Loan Schedule
<CAPTION>
Loan# ST Zip Occ Prop Term OLTV Int Rate FPayDT MatDT PANDI PTDate Orig Bal
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
5000095769 CA 94502 Primary SFR 360 80.0 7.750 9/1/1999 8/1/2029 2269.6 9/1/1999 316800
5000125830 CA 92657 Primary PUD 360 49.4 7.250 9/1/1999 8/1/2029 3888.41 9/1/1999 570000
5000469790 OR 97229 Primary PUD 360 80.0 8.000 8/1/1999 7/1/2029 3169.87 9/1/1999 432000
5000500081 AZ 85374 Primary SFR 360 74.4 7.875 8/1/1999 7/1/2029 1819.93 9/1/1999 251000
5000568559 WA 98119 Primary SFR 360 80.0 7.875 8/1/1999 7/1/2029 2723.37 9/1/1999 375600
5000582394 CA 94025 Primary SFR 360 29.8 7.625 9/1/1999 8/1/2029 2477.28 9/1/1999 350000
5000719657 CA 94110 Primary 2-Family 360 90.0 7.875 8/1/1999 7/1/2029 2747.29 9/1/1999 378900
5000838747 CA 92675 Primary PUD 360 48.0 8.250 8/1/1999 7/1/2029 4507.6 9/1/1999 600000
6002538152 WA 98144 Primary SFR 360 60.5 7.875 9/1/1999 8/1/2029 1798.18 9/1/1999 248000
6091861044 CA 94062 Primary SFR 360 74.3 7.500 9/1/1999 8/1/2029 4544.9 9/1/1999 650000
6116326601 CA 92673 Primary PUD 360 70.7 7.375 9/1/1999 8/1/2029 1830.29 9/1/1999 265000
6182329257 CA 92692 Primary PUD 360 80.0 7.250 9/1/1999 8/1/2029 2675.86 9/1/1999 392252
6413601540 WA 98177 Primary SFR 360 80.0 7.500 9/1/1999 8/1/2029 3971.54 9/1/1999 568000
6485296005 CA 95746 Primary SFR 360 66.4 7.125 7/1/1999 6/1/2029 2593.82 9/1/1999 385000
6551629691 AZ 85301 Investor SFR 360 74.0 7.875 8/1/1999 7/1/2029 514.8 9/1/1999 71000
6597806188 CA 93117 Primary SFR 360 80.0 7.875 8/1/1999 7/1/2029 2175.21 9/1/1999 300000
6616510084 NM 87501 Secondary Condo 360 80.0 8.000 9/1/1999 8/1/2029 2142.6 9/1/1999 292000
6633519308 CA 92109 Primary SFR 360 90.0 8.250 8/1/1999 7/1/2029 2210.61 9/1/1999 294250
66629071 AZ 85308 Primary PUD 360 95.0 7.875 9/1/1999 8/1/2029 1996.84 9/1/1999 275400
6699471337 CA 92679 Primary PUD 360 75.0 7.875 8/1/1999 7/1/2029 1903.31 9/1/1999 262500
6803195756 CA 92677 Primary PUD 360 73.7 7.875 8/1/1999 7/1/2029 2030.2 9/1/1999 280000
6806073307 CO 80220 Primary PUD 360 80.0 7.875 9/1/1999 8/1/2029 2139.76 9/1/1999 295110
6900794444 TX 77494 Primary PUD 360 77.2 7.000 9/1/1999 8/1/2029 2029.18 9/1/1999 305000
6979593479 CA 92253 Primary PUD 360 80.0 7.875 8/1/1999 7/1/2029 2915.87 9/1/1999 402150
6282559704 CA 91302 Primary SFR 360 80.0 7.375 10/1/1999 9/1/2029 2845.59 9/1/1999 412000
6585985135 CA 92315 Secondary SFR 360 80.0 7.875 10/1/1999 9/1/2029 2233.22 9/1/1999 308000
66187605 TX 77835 Primary SFR 360 73.1 7.875 10/1/1999 9/1/2029 3683.36 9/1/1999 508000
6701034271 CA 91107 Primary SFR 360 79.6 7.875 10/1/1999 9/1/2029 2355.68 9/1/1999 324890
5000005602 NY 11378 Primary SFR 360 90.0 8.375 8/1/1999 7/1/2029 2189.01 9/1/1999 288000
5000074178 MA 1833 Primary SFR 360 75.4 7.750 10/1/1999 9/1/2029 1998.8 9/1/1999 279000
5000076504 MA 1748 Primary SFR 360 74.6 8.125 9/1/1999 8/1/2029 2784.37 9/1/1999 375000
5000139781 MA 1886 Primary SFR 360 90.0 8.000 9/1/1999 8/1/2029 2053.81 9/1/1999 279900
5000223601 FL 33647 Primary PUD 360 61.0 8.125 9/1/1999 8/1/2029 2821.49 9/1/1999 380000
5000291855 TX 77382 Primary PUD 360 90.0 7.750 9/1/1999 8/1/2029 1981.22 9/1/1999 276547
5000361195 MA 1742 Primary SFR 360 80.0 7.875 8/1/1999 7/1/2029 3683.36 9/1/1999 508000
5000372382 NJ 7731 Primary PUD 360 90.0 7.875 8/1/1999 7/1/2029 1957.69 9/1/1999 270000
5000375625 NY 10605 Primary SFR 360 76.9 7.625 9/1/1999 8/1/2029 4246.77 9/1/1999 600000
5000554112 MA 2459 Primary Condo 360 88.2 7.875 9/1/1999 8/1/2029 1848.93 9/1/1999 255000
5000685577 NY 11570 Primary SFR 360 80.0 8.125 9/1/1999 8/1/2029 2346.3 9/1/1999 316000
5000685957 CT 6412 Primary SFR 360 66.7 7.750 9/1/1999 8/1/2029 2149.24 9/1/1999 300000
5000723451 PA 19312 Primary SFR 360 80.0 6.875 9/1/1999 8/1/2029 3416.03 9/1/1999 520000
5000738301 MN 55331 Primary SFR 360 80.0 7.875 8/1/1999 7/1/2029 3384.63 9/1/1999 466800
6003078968 CA 94611 Primary SFR 360 80.0 7.500 9/1/1999 8/1/2029 3244.36 9/1/1999 464000
6022659293 CA 92648 Primary PUD 360 90.0 7.500 9/1/1999 8/1/2029 2391.32 9/1/1999 342000
6055073222 VA 20120 Primary PUD 360 80.0 7.500 9/1/1999 8/1/2029 2321.4 9/1/1999 332000
6115736537 NJ 7059 Primary SFR 360 80.0 7.750 9/1/1999 8/1/2029 2069 9/1/1999 288800
6123245752 NY 11223 Primary SFR 360 80.0 7.375 9/1/1999 8/1/2029 4005.92 9/1/1999 580000
6219070718 IL 60525 Primary SFR 360 72.8 7.875 8/1/1999 7/1/2029 2244.09 9/1/1999 309500
6279185117 NC 27712 Primary PUD 360 79.8 7.375 9/1/1999 8/1/2029 1885.24 9/1/1999 272955
6287724345 NY 11743 Primary SFR 360 90.0 8.000 9/1/1999 8/1/2029 2707.6 9/1/1999 369000
6320652685 CA 93306 Primary SFR 360 40.8 7.500 9/1/1999 8/1/2029 3279.32 9/1/1999 469000
6337859075 NY 11803 Primary SFR 360 76.9 7.875 9/1/1999 8/1/2029 1885.19 9/1/1999 260000
6444308818 CO 80126 Primary PUD 360 80.0 7.125 10/1/1999 9/1/2029 2003.34 9/1/1999 297355
64919668 NJ 7920 Primary PUD 360 44.0 7.250 9/1/1999 8/1/2029 2114.75 9/1/1999 310000
64921905 NJ 8812 Primary SFR 360 55.2 7.875 9/1/1999 8/1/2029 2320.23 9/1/1999 320000
6536235234 MI 48306 Primary PUD 360 68.6 8.000 8/1/1999 7/1/2029 4402.59 9/1/1999 600000
65721586 MI 48158 Primary SFR 360 80.0 8.000 9/1/1999 8/1/2029 1943.01 9/1/1999 264800
6573537054 NY 11787 Primary SFR 360 74.3 7.625 9/1/1999 8/1/2029 1840.27 9/1/1999 260000
65745116 NY 11747 Primary SFR 360 80.0 8.000 8/1/1999 7/1/2029 1995.84 9/1/1999 272000
6576376328 CA 94024 Primary SFR 360 80.0 7.875 9/1/1999 8/1/2029 4159 9/1/1999 573600
6592850108 MI 49127 Primary Condo 360 70.3 8.000 8/1/1999 7/1/2029 1959.15 9/1/1999 267000
6604595303 NY 10301 Primary SFR 360 90.0 7.125 9/1/1999 8/1/2029 2152.54 9/1/1999 319500
6629099067 NV 89449 Primary PUD 360 75.0 8.000 10/1/1999 9/1/2029 1871.1 9/1/1999 255000
6644733153 MN 55347 Primary SFR 360 57.8 7.125 9/1/1999 8/1/2029 1839.26 9/1/1999 273000
66951933 NY 10069 Primary Condo 360 80.0 7.875 8/1/1999 7/1/2029 2001.2 9/1/1999 276000
6701893072 MA 1741 Primary SFR 360 55.4 8.125 9/1/1999 8/1/2029 3341.24 9/1/1999 450000
6703851359 NY 11234 Primary SFR 360 90.0 7.750 9/1/1999 8/1/2029 1998.8 9/1/1999 279000
6738941316 OH 45373 Primary SFR 360 85.4 7.250 7/1/1999 6/1/2029 2388.3 9/1/1999 350100
6812940580 MA 1748 Primary SFR 360 80.0 7.125 8/1/1999 7/1/2029 2253.59 9/1/1999 334500
6848174931 CA 90272 Primary SFR 360 39.9 7.750 9/1/1999 8/1/2029 3223.86 9/1/1999 450000
6887114574 NJ 8801 Primary SFR 360 85.0 7.375 9/1/1999 8/1/2029 2567.24 9/1/1999 371700
6913878101 NY 10301 Primary Condo 360 94.8 8.125 9/1/1999 8/1/2029 1964.65 9/1/1999 264600
6916696211 NY 11570 Primary SFR 360 90.0 7.375 9/1/1999 8/1/2029 2175.63 9/1/1999 315000
6936825915 MA 2038 Primary SFR 360 80.0 7.375 9/1/1999 8/1/2029 2113.47 9/1/1999 306000
6939743578 MA 2043 Primary SFR 360 61.3 7.500 9/1/1999 8/1/2029 2230.5 9/1/1999 319000
6944448387 CA 91321 Primary SFR 360 53.2 7.250 8/1/1999 7/1/2029 3630.55 9/1/1999 532200
6987586911 NY 10536 Primary SFR 360 90.0 8.000 8/1/1999 7/1/2029 2377.4 9/1/1999 324000
5000138833 RI 2865 Primary SFR 360 90.0 7.750 10/1/1999 9/1/2029 1811.81 9/1/1999 252900
5000358894 MA 1720 Primary SFR 360 77.8 7.875 10/1/1999 9/1/2029 2030.92 9/1/1999 280100
6011819387 CA 92260 Primary SFR 360 79.7 8.125 10/1/1999 9/1/2029 3697.64 9/1/1999 498000
6046643166 OH 44120 Primary SFR 360 63.6 7.000 10/1/1999 9/1/2029 2328.56 9/1/1999 350000
6061828981 CT 6880 Primary SFR 360 52.7 6.875 10/1/1999 9/1/2029 3613.11 9/1/1999 550000
6203122186 GA 30253 Primary PUD 360 89.2 6.875 10/1/1999 9/1/2029 2108.75 9/1/1999 321000
6257707825 MI 48307 Primary PUD 360 80.0 7.500 10/1/1999 9/1/2029 2299.02 9/1/1999 328800
6286541898 CA 94010 Primary SFR 360 66.1 7.125 10/1/1999 9/1/2029 2694.88 9/1/1999 400000
6346911370 NJ 7936 Primary SFR 360 56.1 7.750 10/1/1999 9/1/2029 2149.24 9/1/1999 300000
6358464870 NY 11040 Primary SFR 360 80.0 7.750 10/1/1999 9/1/2029 2579.09 9/1/1999 360000
6366561212 MA 1568 Primary SFR 360 95.0 8.375 10/1/1999 9/1/2029 2057.18 9/1/1999 270655
6422077187 NJ 7042 Primary SFR 360 72.4 8.500 10/1/1999 9/1/2029 2515.51 9/1/1999 327150
6465544267 NJ 7041 Primary SFR 360 65.0 8.250 10/1/1999 9/1/2029 1953.3 9/1/1999 260000
64918963 NJ 8807 Primary SFR 360 84.7 7.250 10/1/1999 9/1/2029 1705.45 9/1/1999 250000
6516647218 MI 48006 Primary SFR 360 95.0 8.250 10/1/1999 9/1/2029 1855.63 9/1/1999 247000
66750016 PA 19382 Primary PUD 360 80.0 7.625 10/1/1999 9/1/2029 2747.31 9/1/1999 388150
6783340083 CA 95121 Primary PUD 360 80.0 7.750 10/1/1999 9/1/2029 2206.56 9/1/1999 308000
6811222949 MA 2467 Primary SFR 360 80.0 7.875 10/1/1999 9/1/2029 1856.18 9/1/1999 256000
6967627792 NJ 7740 Primary SFR 360 95.0 8.250 10/1/1999 9/1/2029 2248.17 9/1/1999 299250
</TABLE>
<TABLE>
<CAPTION>
Loan# Act Bal Sch UPB Purp Doc Appraisal RTerm CLTV
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
5000095769 316800 316576.4 PURCH RAPD 396000 359 80.0
5000125830 570000 569555.34 PURCH RAPD 1175000 359 49.4
5000469790 431710.13 431418.33 PURCH RAPD 540000 358 79.9
5000500081 250827.26 250653.38 PURCH RAPD 338000 358 74.3
5000568559 375081.32 375081.32 PURCH FULL 470000 358 79.9
5000582394 350000 349746.68 PURCH RAPD 1175000 359 29.8
5000719657 378639.24 378376.77 PURCH RAPD 421000 358 89.9
5000838747 599232.17 599232.17 R/T REFI RAPD 1250000 358 47.9
6002538152 247829.32 247829.32 C/O REFI FULL 410000 359 60.4
6091861044 649517.6 649517.6 PURCH RAPD 875000 359 74.2
6116326601 265000 264798.36 R/T REFI RAPD 375000 359 70.7
6182329257 391621.86 391621.86 PURCH RAPD 492000 359 79.9
6413601540 568000 567578.46 PURCH RAPD 710000 359 80.0
6485296005 384070.86 384070.86 R/T REFI RAPD 580000 357 66.2
6551629691 70951.14 70901.96 R/T REFI FULL 96000 358 73.9
6597806188 299585.73 299585.73 R/T REFI RAPD 375000 358 79.9
6616510084 291804.07 291804.07 PURCH RAPD 365000 359 79.9
6633519308 294062.36 293873.43 PURCH RAPD 327000 358 89.9
66629071 275400 275210.47 PURCH RAPD 290000 359 95.0
6699471337 262318.67 262136.83 C/O REFI RAPD 350000 358 74.9
6803195756 279787.5 279593.41 R/T REFI FULL 380000 358 73.6
6806073307 295110 294906.9 PURCH RAPD 370000 359 80.0
6900794444 305000 304749.99 PURCH FULL 400000 359 77.2
6979593479 401594.66 401594.66 PURCH RAPD 505000 358 79.9
6282559704 412000 412000 PURCH RAPD 515000 360 80.0
6585985135 308000 308000 PURCH RAPD 385000 360 80.0
66187605 508000 508000 R/T REFI FULL 695000 360 73.1
6701034271 324890 324890 R/T REFI FULL 408000 360 79.6
5000005602 287820.99 287640.73 PURCH FULL 320000 358 89.9
5000074178 279000 279000 PURCH RAPD 370000 360 75.4
5000076504 375000 374754.69 PURCH RAPD 505000 359 74.6
5000139781 279712.19 279712.19 PURCH RAPD 311000 359 89.9
5000223601 380000 379751.43 PURCH RAPD 625000 359 61.0
5000291855 276547 276351.81 PURCH RAPD 308000 359 90.0
5000361195 507650.39 507298.49 PURCH RAPD 640000 358 79.9
5000372382 269627.16 269627.16 PURCH FULL 302000 358 89.9
5000375625 600000 599565.73 PURCH RAPD 780000 359 76.9
5000554112 254824.51 254824.51 PURCH RAPD 289000 359 88.2
5000685577 316000 315793.28 PURCH FULL 395000 359 80.0
5000685957 300000 299788.26 C/O REFI FULL 450000 359 66.7
5000723451 520000 519563.14 PURCH RAPD 655000 359 80.0
5000738301 466478.75 466155.39 PURCH RAPD 585000 358 79.9
6003078968 464000 463655.64 PURCH RAPD 580000 359 80.0
6022659293 342000 341746.18 PURCH RAPD 387000 359 90.0
6055073222 332000 331753.6 PURCH RAPD 415000 359 80.0
6115736537 288800 288596.17 PURCH RAPD 370000 359 80.0
6123245752 580000 579558.66 PURCH FULL 725000 359 80.0
6219070718 309281.09 309066.66 C/O REFI FULL 425000 358 72.8
6279185117 272955 272747.3 R/T REFI RAPD 342000 359 79.8
6287724345 369000 368752.4 PURCH RAPD 410000 359 90.0
6320652685 469000 468651.93 R/T REFI RAPD 1150000 359 40.8
6337859075 260000 259821.06 PURCH FULL 338000 359 76.9
6444308818 297355 297355 PURCH RAPD 373000 360 80.0
64919668 310000 309758.17 PURCH RAPD 720000 359 44.0
64921905 320000 319779.77 PURCH RAPD 580000 359 55.2
6536235234 599192.14 599192.14 PURCH RAPD 880000 358 68.5
65721586 264622.32 264622.32 R/T REFI RAPD 331000 359 79.9
6573537054 259811.81 259811.81 PURCH RAPD 355000 359 74.2
65745116 271817.49 271633.77 PURCH FULL 356000 358 79.9
6576376328 573600 573205.25 PURCH RAPD 717000 359 80.0
6592850108 266540.51 266540.51 PURCH RAPD 380000 358 70.1
6604595303 319500 319244.49 PURCH FULL 355000 359 90.0
6629099067 255000 255000 C/O REFI FULL 340000 360 75.0
6644733153 273000 272781.68 PURCH RAPD 472000 359 57.8
66951933 275810.05 275618.85 PURCH FULL 350000 358 79.9
6701893072 450000 449705.64 C/O REFI FULL 812000 359 55.4
6703851359 278676.1 278676.1 PURCH FULL 315000 359 89.9
6738941316 349275.7 349275.7 R/T REFI RAPD 410000 357 85.2
6812940580 334232.5 333963.42 PURCH RAPD 419000 358 79.9
6848174931 450000 449682.39 PURCH RAPD 1130000 359 39.9
6887114574 371700 371417.17 PURCH FULL 468000 359 85.0
6913878101 264426.91 264426.91 PURCH RAPD 279000 359 94.8
6916696211 314760.31 314760.31 PURCH RAPD 350000 359 89.9
6936825915 305767.15 305767.15 PURCH FULL 384000 359 79.9
6939743578 318763.25 318763.25 PURCH RAPD 520000 359 61.3
6944448387 531784.83 531367.15 C/O REFI RAPD 1000000 358 53.2
6987586911 323782.6 323563.75 PURCH RAPD 360000 358 89.9
5000138833 252900 252900 PURCH RAPD 281000 360 90.0
5000358894 280100 280100 PURCH RAPD 362000 360 77.8
6011819387 498000 498000 R/T REFI FULL 625000 360 79.7
6046643166 350000 350000 PURCH RAPD 555000 360 63.6
6061828981 550000 550000 PURCH RAPD 1100000 360 52.7
6203122186 321000 321000 R/T REFI FULL 360000 360 89.2
6257707825 328800 328800 PURCH RAPD 412500 360 80.0
6286541898 400000 400000 PURCH RAPD 605000 360 66.1
6346911370 300000 300000 PURCH RAPD 535000 360 56.1
6358464870 360000 360000 PURCH FULL 450000 360 80.0
6366561212 270655 270655 PURCH FULL 290000 360 95.0
6422077187 327150 327150 PURCH RAPD 475000 360 72.4
6465544267 260000 260000 PURCH RAPD 409000 360 65.0
64918963 250000 250000 PURCH FULL 295000 360 84.7
6516647218 247000 247000 PURCH FULL 278000 360 95.0
66750016 388150 388150 PURCH RAPD 490000 360 80.0
6783340083 308000 308000 PURCH FULL 385000 360 80.0
6811222949 256000 256000 PURCH RAPD 320000 360 80.0
6967627792 299250 299250 PURCH FULL 315000 360 95.0
Loan Count 96
Sch UPB $33,720,494.41
WAC 7.690
WAM 359
</TABLE>
<PAGE>
EXHIBIT D-2
NMC MORTGAGE LOAN SCHEDULE
<TABLE>
NationsBanc Mortgage Corporation
Settlement 09/23/1999 Loan Schedule
<CAPTION>
Loan# ST Zip Occ Prop Term OLTV Int Rate FPayDT MatDT PANDI PTDate Orig Bal
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
22204176 TX 78746 Primary SFR 360 69.9 7.625 8/1/1999 7/1/2029 4600.66 9/1/1999 650000
22457766 GA 30252 Primary SFR 360 91.1 7.625 9/1/1999 8/1/2029 1867.59 9/1/1999 263860
22486971 AZ 85234 Primary SFR 360 90.0 8.000 12/1/1998 11/1/2028 1841.75 9/1/1999 251000
22530299 CO 81505 Primary SFR 360 55.1 7.500 9/1/1999 8/1/2029 2247.97 9/1/1999 321500
22545347 PA 19380 Primary SFR 360 80.0 7.750 8/1/1999 7/1/2029 2419.68 9/1/1999 337750
22631360 TX 78759 Primary PUD 360 80.0 7.125 8/1/1999 7/1/2029 1894.72 9/1/1999 281233
22649651 CO 81623 Primary SFR 360 72.8 6.875 4/1/1999 3/1/2029 2772.24 9/1/1999 422000
22649719 CO 80918 Primary PUD 360 90.0 7.875 8/1/1999 7/1/2029 1875.75 9/1/1999 258700
22709083 MD 21771 Primary SFR 360 80.0 7.500 9/1/1999 8/1/2029 2560.52 9/1/1999 366200
22719132 TX 77024 Primary SFR 360 52.0 6.875 4/1/1999 3/1/2029 4270.04 9/1/1999 650000
22724637 CO 80132 Primary PUD 360 90.0 7.125 8/1/1999 7/1/2029 2343.19 9/1/1999 347800
22828107 TX 77025 Primary SFR 360 65.6 7.500 9/1/1999 8/1/2029 2087.16 9/1/1999 298500
22880538 CO 80026 Primary PUD 360 80.0 7.375 9/1/1999 8/1/2029 1734.15 9/1/1999 251080
22888218 IL 60610 Primary Condo 360 90.0 7.625 8/1/1999 7/1/2029 2309.18 9/1/1999 326250
22898696 GA 30080 Primary PUD 360 80.0 7.875 9/1/1999 8/1/2029 1752.49 9/1/1999 241700
22905681 CO 80465 Primary PUD 360 80.0 6.750 9/1/1999 8/1/2029 2750.06 9/1/1999 424000
22958995 VA 20155 Primary PUD 360 80.0 7.000 6/1/1999 5/1/2029 1143.79 9/1/1999 171920
22959985 CO 80528 Primary PUD 360 78.0 7.625 9/1/1999 8/1/2029 2502.76 9/1/1999 353600
22961205 NM 87401 Primary SFR 360 87.9 7.375 9/1/1999 8/1/2029 2578.99 9/1/1999 373400
22988893 CA 94901 Primary SFR 360 70.0 7.375 4/1/1999 3/1/2029 1961.52 9/1/1999 284000
23013766 CA 92024 Primary PUD 360 80.0 7.500 8/1/1999 7/1/2029 2072.48 9/1/1999 296400
23014459 PA 18015 Primary SFR 360 80.0 7.250 8/1/1999 7/1/2029 1889.29 9/1/1999 276950
23020076 UT 84098 Primary SFR 360 78.4 7.750 9/1/1999 8/1/2029 2301.83 9/1/1999 321300
23027998 NC 28226 Primary SFR 360 80.0 7.625 8/1/1999 7/1/2029 2078.08 9/1/1999 293600
23040074 VA 22101 Primary PUD 360 79.8 7.125 8/1/1999 7/1/2029 3314.7 9/1/1999 492000
23042591 VA 20171 Primary PUD 360 80.0 7.250 8/1/1999 7/1/2029 1899.18 9/1/1999 278400
23051881 MD 21797 Primary SFR 360 72.3 7.250 8/1/1999 7/1/2029 2046.53 9/1/1999 300000
23054463 TX 78746 Primary SFR 360 40.0 7.250 9/1/1999 8/1/2029 2182.96 9/1/1999 320000
23057839 IN 46236 Primary PUD 360 80.0 7.125 8/1/1999 7/1/2029 2101.46 9/1/1999 311920
23062110 AR 72301 Primary SFR 360 54.3 6.875 9/1/1999 8/1/2029 1872.25 9/1/1999 285000
23066749 TX 78749 Primary PUD 360 80.0 7.875 8/1/1999 7/1/2029 1170.8 9/1/1999 161474
23066939 MN 55105 Primary SFR 360 80.0 7.250 8/1/1999 7/1/2029 1854.84 9/1/1999 271900
23067119 MN 55102 Primary SFR 360 80.0 7.250 8/1/1999 7/1/2029 2090.19 9/1/1999 306400
23071442 KS 66224 Primary SFR 360 69.1 7.375 9/1/1999 8/1/2029 4489.39 9/1/1999 650000
23074438 WA 98038 Primary PUD 360 80.0 7.750 9/1/1999 8/1/2029 1885.24 9/1/1999 263150
23078827 CO 80210 Primary SFR 360 80.0 7.125 8/1/1999 7/1/2029 3503.34 9/1/1999 520000
23079486 OK 74331 Primary SFR 360 80.0 7.500 9/1/1999 8/1/2029 3356.23 9/1/1999 480000
23080435 VA 22204 Primary SFR 360 80.0 7.125 8/1/1999 7/1/2029 1266.6 9/1/1999 188000
23081896 IL 60546 Primary SFR 360 77.0 7.250 8/1/1999 7/1/2029 2319.4 9/1/1999 340000
23087422 MA 1778 Primary SFR 360 52.6 7.250 8/1/1999 7/1/2029 4093.06 9/1/1999 600000
23087463 PA 19010 Primary SFR 360 80.0 7.250 8/1/1999 7/1/2029 2046.53 9/1/1999 300000
23087869 CO 80302 Primary SFR 360 80.0 7.000 10/1/1999 9/1/2029 2001.23 9/1/1999 300800
23088578 CO 80304 Primary SFR 360 79.9 6.875 8/1/1999 7/1/2029 2509.47 9/1/1999 382000
23089493 CO 80209 Primary PUD 360 89.9 7.375 8/1/1999 7/1/2029 2377.99 9/1/1999 344300
23089824 CO 80026 Primary SFR 360 79.9 7.250 9/1/1999 8/1/2029 1909.41 9/1/1999 279900
23090889 MA 2461 Primary SFR 360 84.8 7.375 8/1/1999 7/1/2029 2548.6 9/1/1999 369000
23091085 NC 27616 Primary PUD 360 80.0 7.375 8/1/1999 7/1/2029 955.9 9/1/1999 138400
23093347 TN 38125 Primary PUD 360 73.8 7.125 8/1/1999 7/1/2029 4298.32 9/1/1999 638000
23094352 TX 77068 Primary PUD 360 80.0 7.750 8/1/1999 7/1/2029 1948.64 9/1/1999 272000
23096431 CA 92677 Primary PUD 360 80.0 7.125 9/1/1999 8/1/2029 1982.08 9/1/1999 294200
23096589 NE 68118 Primary PUD 360 78.3 7.625 8/1/1999 7/1/2029 2548.06 9/1/1999 360000
23097017 PA 19087 Primary SFR 360 75.0 7.375 8/1/1999 7/1/2029 1890.73 9/1/1999 273750
23097892 CA 90266 Primary SFR 360 80.0 7.125 9/1/1999 8/1/2029 2689.48 9/1/1999 399200
23098643 MN 55123 Primary SFR 360 80.0 7.375 8/1/1999 7/1/2029 2027.13 9/1/1999 293500
23098700 VA 22182 Primary SFR 360 77.3 7.125 8/1/1999 7/1/2029 4379.17 9/1/1999 650000
23099849 NC 28031 Primary PUD 360 80.0 7.875 8/1/1999 7/1/2029 1914.19 9/1/1999 264000
23100126 GA 30024 Primary PUD 360 80.0 6.875 9/1/1999 8/1/2029 1787.17 9/1/1999 272050
23100928 VA 22015 Primary PUD 360 80.0 7.250 8/1/1999 7/1/2029 1839.15 9/1/1999 269600
23101876 SC 29902 Primary SFR 360 65.1 7.375 9/1/1999 8/1/2029 2072.03 9/1/1999 300000
23102072 NC 28207 Primary SFR 360 60.6 7.125 8/1/1999 7/1/2029 2694.87 9/1/1999 400000
23102502 CA 93063 Primary PUD 360 62.5 7.500 8/1/1999 7/1/2029 2027.73 9/1/1999 290000
23104300 CA 91384 Primary PUD 360 80.0 8.625 9/1/1999 8/1/2029 2170.04 9/1/1999 279000
23104466 CA 93063 Primary PUD 360 69.9 7.500 8/1/1999 7/1/2029 2167.57 9/1/1999 310000
23105141 SC 29205 Primary SFR 360 80.0 7.500 9/1/1999 8/1/2029 2601.08 9/1/1999 372000
23105299 WA 98144 Primary SFR 360 60.0 7.000 7/1/1999 6/1/2029 2794.28 9/1/1999 420000
23106032 OK 73099 Primary SFR 360 73.7 7.625 9/1/1999 8/1/2029 2609.28 9/1/1999 368650
23108376 CO 80439 Primary SFR 360 80.0 7.250 8/1/1999 7/1/2029 2278.47 9/1/1999 334000
23108392 NC 28105 Primary SFR 360 80.0 7.625 8/1/1999 7/1/2029 2010.13 9/1/1999 284000
23108566 FL 34242 Primary SFR 360 70.0 7.625 8/1/1999 7/1/2029 4954.56 9/1/1999 700000
23108855 NC 28078 Primary PUD 360 90.0 7.375 9/1/1999 8/1/2029 1740.51 9/1/1999 252000
23109440 TX 77381 Primary PUD 360 80.0 7.875 9/1/1999 8/1/2029 2175.21 9/1/1999 300000
23111925 TX 77027 Primary PUD 360 80.0 7.375 9/1/1999 8/1/2029 3591.51 9/1/1999 520000
23113087 CA 92620 Primary PUD 360 80.0 7.250 8/1/1999 7/1/2029 2392.39 9/1/1999 350700
23113244 TX 75093 Primary PUD 360 80.0 7.375 8/1/1999 7/1/2029 2286.83 9/1/1999 331100
23113343 WA 98026 Primary SFR 360 74.9 7.250 8/1/1999 7/1/2029 2024.7 9/1/1999 296800
23113400 WA 98026 Primary PUD 360 73.8 7.250 8/1/1999 7/1/2029 3322.2 9/1/1999 487000
23113582 CO 80401 Primary SFR 360 74.1 7.750 8/1/1999 7/1/2029 2865.65 9/1/1999 400000
23114184 MA 2445 Primary SFR 360 80.0 7.750 9/1/1999 8/1/2029 3146.49 9/1/1999 439200
23114259 MD 21771 Primary PUD 360 80.0 7.500 8/1/1999 7/1/2029 1957.8 9/1/1999 280000
23114358 CA 95138 Primary PUD 360 70.4 7.500 8/1/1999 7/1/2029 4544.89 9/1/1999 650000
23116015 GA 30126 Primary PUD 360 75.3 7.375 9/1/1999 8/1/2029 2210.16 9/1/1999 320000
23117823 IL 60093 Primary SFR 360 35.0 7.500 8/1/1999 7/1/2029 3146.47 9/1/1999 450000
23119035 KY 42303 Primary SFR 360 80.0 7.625 9/1/1999 8/1/2029 2040.57 9/1/1999 288300
23119738 OH 45243 Primary SFR 360 52.2 7.625 8/1/1999 7/1/2029 2477.28 9/1/1999 350000
23120967 CO 80516 Primary PUD 360 80.0 7.375 8/1/1999 7/1/2029 1822.83 9/1/1999 263920
23122534 CO 80304 Primary SFR 360 41.9 7.500 9/1/1999 8/1/2029 1992.77 9/1/1999 285000
23123847 MN 55409 Primary SFR 360 76.1 7.500 9/1/1999 8/1/2029 2447.26 9/1/1999 350000
23124076 MD 20707 Primary SFR 360 80.0 7.250 8/1/1999 7/1/2029 1131.05 9/1/1999 165800
23125065 CO 80926 Primary SFR 360 80.0 7.375 8/1/1999 7/1/2029 2005.73 9/1/1999 290400
23125123 CA 94019 Primary SFR 360 80.0 7.125 8/1/1999 7/1/2029 1924.14 9/1/1999 285600
23125206 CA 92009 Primary PUD 360 68.2 7.625 8/1/1999 7/1/2029 1974.74 9/1/1999 279000
23125396 KY 40207 Primary SFR 360 75.0 7.625 8/1/1999 7/1/2029 2080.92 9/1/1999 294000
23126014 CO 80503 Primary PUD 360 80.0 7.250 8/1/1999 7/1/2029 3247.16 9/1/1999 476000
23126436 MO 63132 Primary PUD 360 77.7 7.375 9/1/1999 8/1/2029 1899.36 9/1/1999 275000
23126790 CA 90064 Primary SFR 360 80.0 7.625 8/1/1999 7/1/2029 1882.74 9/1/1999 266000
23126824 TN 37421 Primary PUD 360 84.2 7.250 8/1/1999 7/1/2029 2728.71 9/1/1999 400000
23127095 IL 60005 Primary SFR 360 65.0 7.625 9/1/1999 8/1/2029 2300.33 9/1/1999 325000
23127434 AL 35213 Primary SFR 360 80.0 7.500 9/1/1999 8/1/2029 2825.53 9/1/1999 404100
23127459 AL 35175 Primary PUD 360 72.2 7.500 8/1/1999 7/1/2029 2691.98 9/1/1999 385000
23127756 CA 93111 Primary SFR 360 62.5 7.250 9/1/1999 8/1/2029 2046.53 9/1/1999 300000
23127921 CO 80439 Primary PUD 360 80.0 7.250 9/1/1999 8/1/2029 1855.52 9/1/1999 272000
23128051 TX 76248 Primary PUD 360 95.0 7.375 9/1/1999 8/1/2029 1717.19 9/1/1999 248624
23128085 TX 78209 Primary SFR 360 80.0 7.250 8/1/1999 7/1/2029 3683.75 9/1/1999 540000
23128101 MD 21104 Primary SFR 360 76.2 7.625 9/1/1999 8/1/2029 1915.29 9/1/1999 270600
23128812 CA 91356 Primary SFR 360 75.1 7.750 8/1/1999 7/1/2029 2865.65 9/1/1999 400000
23129927 TX 78258 Primary PUD 360 79.7 7.500 9/1/1999 8/1/2029 4011.75 9/1/1999 573750
23130321 MD 21601 Primary SFR 360 90.0 7.750 9/1/1999 8/1/2029 2114.85 9/1/1999 295200
23131295 NC 27615 Primary PUD 360 60.7 7.500 9/1/1999 8/1/2029 2391.32 9/1/1999 342000
23131667 IL 60101 Primary SFR 360 75.0 7.500 8/1/1999 7/1/2029 2013.74 9/1/1999 288000
23131741 GA 30338 Primary SFR 360 80.0 7.000 9/1/1999 8/1/2029 1500.92 9/1/1999 225600
23132236 CO 80538 Secondary SFR 360 80.0 7.750 9/1/1999 8/1/2029 2206.55 9/1/1999 308000
23132525 MD 20901 Primary SFR 360 80.0 7.250 9/1/1999 8/1/2029 1026 9/1/1999 150400
23132699 GA 30005 Primary PUD 360 80.0 7.250 9/1/1999 8/1/2029 2143.4 9/1/1999 314200
23133580 TN 38117 Primary SFR 360 66.7 7.375 9/1/1999 8/1/2029 3453.38 9/1/1999 500000
23133705 CA 91367 Primary Condo 360 80.0 7.250 8/1/1999 7/1/2029 1806.4 9/1/1999 264800
23133747 MN 55357 Primary SFR 360 72.0 7.375 8/1/1999 7/1/2029 3108.04 9/1/1999 450000
23133978 TX 76226 Primary SFR 360 80.0 7.625 8/1/1999 7/1/2029 1953.52 9/1/1999 276000
23134059 TX 78258 Primary PUD 360 80.0 7.250 9/1/1999 8/1/2029 1964.67 9/1/1999 288000
23134182 CO 80906 Primary SFR 360 57.1 7.375 9/1/1999 8/1/2029 2562.41 9/1/1999 371000
23134455 NC 27615 Primary PUD 360 80.0 7.125 9/1/1999 8/1/2029 2600.56 9/1/1999 386000
23134927 OK 74136 Primary SFR 360 67.8 7.375 9/1/1999 8/1/2029 2272.33 9/1/1999 329000
23135072 CO 80228 Primary PUD 360 80.0 7.250 8/1/1999 7/1/2029 2041.07 9/1/1999 299200
23135288 CA 92587 Primary PUD 360 95.0 7.875 8/1/1999 7/1/2029 1901.13 9/1/1999 262200
23135635 IL 60657 Primary SFR 360 80.0 7.500 9/1/1999 8/1/2029 3300.29 9/1/1999 472000
23136468 FL 33149 Primary SFR 360 79.8 7.375 8/1/1999 7/1/2029 2044.4 9/1/1999 296000
23136492 OH 45243 Primary SFR 360 80.0 7.500 9/1/1999 8/1/2029 2083.66 9/1/1999 298000
23136617 WA 98236 Primary SFR 360 80.0 7.375 8/1/1999 7/1/2029 1933.9 9/1/1999 280000
23137912 TX 75225 Primary SFR 360 50.3 7.625 8/1/1999 7/1/2029 2937.34 9/1/1999 415000
23137961 OR 97212 Primary SFR 360 75.4 7.125 8/1/1999 7/1/2029 1960.53 9/1/1999 291000
23138084 CA 92692 Primary PUD 360 80.0 7.375 8/1/1999 7/1/2029 2083.08 9/1/1999 301600
23138597 CA 92064 Primary SFR 360 78.3 7.125 8/1/1999 7/1/2029 3038.47 9/1/1999 451000
23139256 OR 97221 Primary SFR 360 80.0 7.375 8/1/1999 7/1/2029 1867.59 9/1/1999 270400
23139397 CA 92009 Primary PUD 360 79.7 7.625 9/1/1999 8/1/2029 4486.36 9/1/1999 633850
23139884 NY 10510 Primary Condo 360 80.0 7.000 8/1/1999 7/1/2029 1649.95 9/1/1999 248000
23140007 CO 80302 Primary SFR 360 80.0 7.375 8/1/1999 7/1/2029 2743.37 9/1/1999 397200
23140122 NY 10518 Primary SFR 360 80.0 7.375 8/1/1999 7/1/2029 2591.41 9/1/1999 375200
23140296 VA 22003 Primary SFR 360 76.5 7.375 9/1/1999 8/1/2029 2072.03 9/1/1999 300000
23140486 MN 55436 Primary SFR 360 80.0 7.500 9/1/1999 8/1/2029 3076.55 9/1/1999 440000
23140932 CO 80121 Primary PUD 360 67.3 7.375 8/1/1999 7/1/2029 3487.91 9/1/1999 505000
23141146 CA 91737 Primary SFR 360 95.0 7.750 8/1/1999 7/1/2029 1925.36 9/1/1999 268750
23142011 KS 66216 Primary SFR 360 80.0 7.375 8/1/1999 7/1/2029 1801.29 9/1/1999 260800
23142722 CA 95125 Primary SFR 360 80.0 7.875 8/1/1999 7/1/2029 3990.78 9/1/1999 550400
23142763 CO 80220 Primary SFR 360 62.0 7.500 8/1/1999 7/1/2029 2796.86 9/1/1999 400000
23143043 MO 63073 Primary PUD 360 80.0 7.500 9/1/1999 8/1/2029 3401.68 9/1/1999 486500
23143126 IN 47401 Primary SFR 360 59.6 7.750 9/1/1999 8/1/2029 2198.17 9/1/1999 306830
23143316 VA 22044 Primary SFR 360 80.0 7.125 8/1/1999 7/1/2029 1773.23 9/1/1999 263200
23143654 TX 77401 Primary SFR 360 80.0 7.375 9/1/1999 8/1/2029 1989.15 9/1/1999 288000
23144215 FL 32034 Primary PUD 360 66.0 7.250 8/1/1999 7/1/2029 1773.66 9/1/1999 260000
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23144769 WA 98053 Primary SFR 360 53.8 7.250 8/1/1999 7/1/2029 1910.1 9/1/1999 280000
23144868 TX 76051 Primary SFR 360 80.0 7.500 9/1/1999 8/1/2029 2377.33 9/1/1999 340000
23145204 SC 29334 Primary PUD 360 76.0 7.125 8/1/1999 7/1/2029 1920.1 9/1/1999 285000
23145576 IL 60646 Primary SFR 360 74.1 7.125 8/1/1999 7/1/2029 1953.78 9/1/1999 290000
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23146111 TX 78015 Primary PUD 360 80.0 7.625 8/1/1999 7/1/2029 2010.14 9/1/1999 284000
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23146657 VA 23060 Primary PUD 360 80.0 7.125 8/1/1999 7/1/2029 1972.65 9/1/1999 292800
23146665 HI 96734 Secondary Condo 360 90.0 7.500 8/1/1999 7/1/2029 2045.2 9/1/1999 292500
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23147770 GA 30306 Primary SFR 360 80.0 7.375 8/1/1999 7/1/2029 2066.5 9/1/1999 299200
23147929 CO 80401 Primary PUD 360 75.0 7.625 8/1/1999 7/1/2029 2388.81 9/1/1999 337500
23148174 SC 29920 Investor PUD 360 75.0 8.125 8/1/1999 7/1/2029 2528.21 9/1/1999 340500
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23162597 NY 12208 Primary SFR 360 90.0 7.500 8/1/1999 7/1/2029 1856.41 9/1/1999 265500
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23167836 CA 94587 Primary SFR 360 90.0 7.625 8/1/1999 7/1/2029 1783.64 9/1/1999 252000
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23171465 UT 84010 Primary SFR 360 90.0 7.625 8/1/1999 7/1/2029 1919.18 9/1/1999 271150
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23173214 CO 81623 Primary SFR 360 69.5 7.625 8/1/1999 7/1/2029 2066.76 9/1/1999 292000
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23210420 CA 92009 Primary SFR 360 80.0 7.750 9/1/1999 8/1/2029 2109.12 9/1/1999 294400
23211386 CO 80007 Primary PUD 360 80.0 7.500 8/1/1999 7/1/2029 2684.99 9/1/1999 384000
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23217086 IL 60045 Primary SFR 360 76.4 8.000 9/1/1999 8/1/2029 2017.86 9/1/1999 275000
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23217391 TX 75093 Primary PUD 360 51.1 7.375 9/1/1999 8/1/2029 3453.38 9/1/1999 500000
23217896 CO 80111 Primary SFR 360 56.0 7.125 9/1/1999 8/1/2029 2088.53 9/1/1999 310000
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23220197 CT 6437 Primary SFR 360 80.0 8.000 8/1/1999 7/1/2029 2440.38 9/1/1999 332583
23221252 CA 91765 Primary SFR 360 89.8 7.875 8/1/1999 7/1/2029 1856.18 9/1/1999 256000
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23223597 FL 34135 Primary PUD 360 75.0 7.875 8/1/1999 7/1/2029 2184.1 9/1/1999 301225
23224298 AZ 85260 Primary SFR 360 80.0 7.875 8/1/1999 7/1/2029 4031.39 9/1/1999 556000
23224439 CO 80906 Primary SFR 360 51.1 8.000 9/1/1999 8/1/2029 2568.18 9/1/1999 350000
23224660 NC 28601 Primary PUD 360 95.0 8.250 9/1/1999 8/1/2029 2176.42 9/1/1999 289700
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23225543 CA 91030 Primary SFR 360 80.0 7.750 8/1/1999 7/1/2029 3553.4 9/1/1999 496000
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23229347 CA 93012 Primary SFR 360 90.0 7.500 9/1/1999 8/1/2029 2076.67 9/1/1999 297000
23229404 CA 92656 Primary PUD 360 80.0 7.250 8/1/1999 7/1/2029 2112.02 9/1/1999 309600
23230394 NJ 8833 Primary SFR 360 77.8 8.750 9/1/1999 8/1/2029 5113.56 9/1/1999 650000
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23231251 CA 93003 Primary SFR 360 80.0 7.625 8/1/1999 7/1/2029 1981.82 9/1/1999 280000
23231327 CA 93111 Primary SFR 360 80.0 7.750 9/1/1999 8/1/2029 2286.79 9/1/1999 319200
23231541 CA 92627 Primary SFR 360 80.0 7.750 9/1/1999 8/1/2029 2636.4 9/1/1999 368000
23231970 CA 95120 Primary SFR 360 79.8 7.375 9/1/1999 8/1/2029 2728.17 9/1/1999 395000
23232044 CO 80132 Primary PUD 360 90.0 7.750 9/1/1999 8/1/2029 2659.68 9/1/1999 371250
23232663 TN 38017 Primary SFR 360 52.7 7.750 8/1/1999 7/1/2029 2228.04 9/1/1999 311000
23234271 TX 77024 Primary PUD 360 80.0 7.625 10/1/1999 9/1/2029 2208.32 9/1/1999 312000
23234560 AZ 85254 Primary PUD 360 80.0 8.125 9/1/1999 8/1/2029 1069.2 9/1/1999 144000
23236086 KS 66224 Primary PUD 360 80.0 8.000 8/1/1999 7/1/2029 2700.25 9/1/1999 368000
23238132 TX 75069 Primary SFR 360 80.0 7.250 8/1/1999 7/1/2029 1921.01 9/1/1999 281600
23240054 VA 22033 Primary PUD 360 90.0 7.625 8/1/1999 7/1/2029 1942.9 9/1/1999 274500
23240252 CO 80634 Primary PUD 360 80.0 7.875 10/1/1999 9/1/2029 2308.63 9/1/1999 318400
23243199 MD 20636 Primary SFR 360 80.0 7.750 9/1/1999 8/1/2029 2177.9 9/1/1999 304000
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23244841 CO 80016 Primary PUD 360 51.3 8.000 9/1/1999 8/1/2029 2935.06 9/1/1999 400000
23249022 PA 19085 Primary SFR 360 70.0 7.875 9/1/1999 8/1/2029 1852.55 9/1/1999 255500
23255466 NM 87402 Primary SFR 360 67.1 8.250 9/1/1999 8/1/2029 2065.99 9/1/1999 275000
23258262 CO 81632 Primary PUD 360 62.5 7.750 9/1/1999 8/1/2029 4298.47 9/1/1999 600000
23258494 CO 80302 Primary SFR 360 79.9 7.875 9/1/1999 8/1/2029 1824.27 9/1/1999 251600
23259021 GA 30143 Primary PUD 360 68.1 7.875 9/1/1999 8/1/2029 1935.94 9/1/1999 267000
23259047 CA 94901 Primary SFR 360 80.0 7.500 9/1/1999 8/1/2029 3524.04 9/1/1999 504000
23259930 MD 21403 Primary SFR 360 80.0 7.875 9/1/1999 8/1/2029 1734 9/1/1999 239150
23260128 TX 77024 Primary SFR 360 80.0 7.750 9/1/1999 8/1/2029 2521.77 9/1/1999 352000
23261274 UT 84121 Primary SFR 360 70.0 8.625 8/1/1999 7/1/2029 3457.28 9/1/1999 444500
23265655 WA 98026 Primary SFR 360 42.6 7.875 9/1/1999 8/1/2029 2008.45 9/1/1999 277000
23265770 WA 98115 Primary SFR 360 90.0 7.875 9/1/1999 8/1/2029 2218.35 9/1/1999 305950
23265911 MD 20886 Primary PUD 360 80.0 7.500 9/1/1999 8/1/2029 1090.78 9/1/1999 156000
23266109 MD 20882 Primary SFR 360 80.0 7.375 9/1/1999 8/1/2029 2044.4 9/1/1999 296000
23266760 TX 78703 Primary SFR 360 72.4 8.125 9/1/1999 8/1/2029 4826.24 9/1/1999 650000
23267941 AL 35244 Primary PUD 360 73.5 7.500 9/1/1999 8/1/2029 4370.09 9/1/1999 625000
23268584 GA 30097 Primary PUD 360 75.0 8.375 9/1/1999 8/1/2029 2263.12 9/1/1999 297750
23269137 GA 30022 Primary PUD 360 79.9 7.500 9/1/1999 8/1/2029 2099.75 9/1/1999 300300
23269327 CA 91789 Primary Condo 360 80.0 8.000 9/1/1999 8/1/2029 2338.18 9/1/1999 318655
23270887 CA 92116 Primary SFR 360 73.4 7.750 9/1/1999 8/1/2029 2077.6 9/1/1999 290000
23271695 MD 20905 Primary SFR 360 95.0 7.625 9/1/1999 8/1/2029 1841.72 9/1/1999 260205
23271828 ID 83706 Primary PUD 360 80.0 7.875 9/1/1999 8/1/2029 3132.3 9/1/1999 432000
23273097 OR 97034 Primary SFR 360 80.0 7.500 9/1/1999 8/1/2029 2097.65 9/1/1999 300000
23274327 MD 21401 Primary PUD 360 80.0 8.000 9/1/1999 8/1/2029 2086.09 9/1/1999 284300
23274590 TX 77098 Primary PUD 360 80.0 7.625 9/1/1999 8/1/2029 2972.73 9/1/1999 420000
23274723 MI 48065 Primary Condo 360 54.6 7.875 9/1/1999 8/1/2029 2175.21 9/1/1999 300000
23274756 AZ 85337 Secondary SFR 360 78.9 8.125 9/1/1999 8/1/2029 2227.49 9/1/1999 300000
23275217 IN 46143 Primary PUD 360 90.0 7.875 9/1/1999 8/1/2029 2055.58 9/1/1999 283500
23276124 CO 80124 Primary PUD 360 75.0 7.750 9/1/1999 8/1/2029 1934.31 9/1/1999 270000
23276660 FL 32507 Primary Condo 360 64.4 7.750 9/1/1999 8/1/2029 2005.95 9/1/1999 280000
23277361 UT 84121 Primary SFR 360 79.9 7.875 10/1/1999 9/1/2029 2289.77 9/1/1999 315800
23277544 WA 98053 Primary SFR 360 62.6 7.875 9/1/1999 8/1/2029 2428.98 9/1/1999 335000
23278898 CA 95006 Primary SFR 360 80.0 7.625 9/1/1999 8/1/2029 2599.02 9/1/1999 367200
23279532 AZ 85215 Primary PUD 360 90.0 7.875 9/1/1999 8/1/2029 2153.46 9/1/1999 297000
23280159 IL 60564 Primary PUD 360 85.0 8.000 9/1/1999 8/1/2029 2029.96 9/1/1999 276650
23280241 TX 75070 Primary PUD 360 71.3 8.125 9/1/1999 8/1/2029 2498.51 9/1/1999 336500
23280365 ID 83340 Primary SFR 360 61.2 8.000 10/1/1999 9/1/2029 4894.21 9/1/1999 667000
23280977 MD 20685 Primary SFR 360 75.0 8.000 9/1/1999 8/1/2029 2201.3 9/1/1999 300000
23282080 CA 94550 Primary SFR 360 80.0 7.750 9/1/1999 8/1/2029 2357.71 9/1/1999 329100
23283401 MA 2481 Primary SFR 360 48.3 7.875 9/1/1999 8/1/2029 2102.7 9/1/1999 290000
23284086 CO 80524 Primary PUD 360 77.3 7.625 9/1/1999 8/1/2029 3008.12 9/1/1999 425000
23286107 IL 60637 Primary SFR 360 80.0 7.750 9/1/1999 8/1/2029 4011.91 9/1/1999 560000
23286289 CA 92130 Primary PUD 360 85.0 7.250 8/1/1999 7/1/2029 2412.86 9/1/1999 353700
23286834 CA 95448 Primary SFR 360 76.5 7.625 9/1/1999 8/1/2029 2300.33 9/1/1999 325000
23287915 CA 95005 Primary SFR 360 80.0 7.625 9/1/1999 8/1/2029 1862.91 9/1/1999 263200
23291693 TX 77479 Primary PUD 360 95.0 8.000 9/1/1999 8/1/2029 2049.41 9/1/1999 279300
23292345 CO 80209 Primary SFR 360 53.3 7.750 10/1/1999 9/1/2029 2292.52 9/1/1999 320000
23293525 NY 10962 Primary SFR 360 92.1 8.375 9/1/1999 8/1/2029 2372.31 9/1/1999 312116
23293798 IL 60056 Primary SFR 360 73.6 7.875 10/1/1999 9/1/2029 1921.43 9/1/1999 265000
23295025 CO 80005 Primary PUD 360 95.0 7.750 9/1/1999 8/1/2029 1966.91 9/1/1999 274550
23295306 IN 46032 Primary PUD 360 75.6 7.875 9/1/1999 8/1/2029 2356.48 9/1/1999 325000
23296130 CA 91326 Primary SFR 360 64.0 7.625 9/1/1999 8/1/2029 2831.17 9/1/1999 400000
23296189 TX 75087 Primary SFR 360 80.0 7.750 9/1/1999 8/1/2029 2005.96 9/1/1999 280000
23296353 MD 20814 Primary SFR 360 80.0 8.125 9/1/1999 8/1/2029 1193.94 9/1/1999 160800
23297468 UT 84117 Primary SFR 360 95.0 8.250 9/1/1999 8/1/2029 2068.99 9/1/1999 275400
23298136 GA 30097 Primary PUD 360 80.0 7.750 9/1/1999 8/1/2029 2149.24 9/1/1999 300000
23299811 TX 77479 Primary PUD 360 71.9 7.250 9/1/1999 8/1/2029 2217.08 9/1/1999 325000
23300122 UT 84098 Primary SFR 360 70.0 7.750 9/1/1999 8/1/2029 2883.56 9/1/1999 402500
23300130 TX 78751 Primary SFR 360 62.1 7.750 9/1/1999 8/1/2029 2349.83 9/1/1999 328000
23301195 CA 92646 Primary SFR 360 80.0 7.000 8/1/1999 7/1/2029 1835.71 9/1/1999 275920
23301237 CO 80016 Primary PUD 360 79.9 7.625 8/1/1999 7/1/2029 2402.96 9/1/1999 339500
23301294 CA 92065 Primary SFR 360 75.0 8.250 8/1/1999 7/1/2029 1658.8 9/1/1999 220800
23301336 TX 78747 Primary PUD 360 80.0 7.375 8/1/1999 7/1/2029 1685.25 9/1/1999 244000
23301377 CA 92028 Primary SFR 360 80.0 6.875 8/1/1999 7/1/2029 1939.26 9/1/1999 295200
23302128 CA 92009 Primary PUD 360 80.0 7.875 9/1/1999 8/1/2029 2084.57 9/1/1999 287500
23302151 TX 75069 Primary SFR 360 85.0 8.125 9/1/1999 8/1/2029 2208.53 9/1/1999 297445
23303381 CA 94117 Primary SFR 360 41.9 8.000 9/1/1999 8/1/2029 2641.56 9/1/1999 360000
23304439 CA 94578 Primary SFR 360 80.0 8.625 9/1/1999 8/1/2029 1816.92 9/1/1999 233600
23306269 CO 80601 Primary PUD 360 85.0 7.875 9/1/1999 8/1/2029 2526.87 9/1/1999 348500
23306418 NC 28117 Primary SFR 360 69.7 7.500 9/1/1999 8/1/2029 2143.1 9/1/1999 306500
23306939 NY 11040 Primary SFR 360 90.0 7.375 9/1/1999 8/1/2029 1740.5 9/1/1999 252000
23307903 MD 21286 Primary SFR 360 80.0 7.875 9/1/1999 8/1/2029 1099.21 9/1/1999 151600
23308356 MI 48116 Primary PUD 360 90.0 8.000 9/1/1999 8/1/2029 2542.5 9/1/1999 346500
23310295 NJ 8540 Primary SFR 360 80.0 7.000 10/1/1999 9/1/2029 3246.68 9/1/1999 488000
23310857 TX 78730 Primary PUD 360 80.0 8.000 9/1/1999 8/1/2029 1984.1 9/1/1999 270400
23311418 CA 92373 Primary SFR 360 80.0 7.625 9/1/1999 8/1/2029 2131.87 9/1/1999 301200
23311913 WA 98403 Primary Condo 360 59.7 8.125 8/1/1999 7/1/2029 1484.99 9/1/1999 200000
23311954 CO 81001 Primary SFR 360 95.0 7.125 8/1/1999 7/1/2029 1913.37 9/1/1999 284000
23311996 CO 80021 Primary PUD 360 95.0 7.750 8/1/1999 7/1/2029 1769.54 9/1/1999 247000
23312093 CA 91361 Primary PUD 360 80.0 8.000 8/1/1999 7/1/2029 2524.16 9/1/1999 344000
23312713 CA 91321 Primary PUD 360 63.1 7.625 8/1/1999 7/1/2029 1606.7 9/1/1999 227000
23312721 CA 92118 Primary SFR 360 80.0 8.000 8/1/1999 7/1/2029 2371.53 9/1/1999 323200
23312960 WA 98034 Primary SFR 360 90.0 7.875 10/1/1999 9/1/2029 1774.25 9/1/1999 244700
23313091 CA 90064 Primary SFR 360 79.7 7.875 8/1/1999 7/1/2029 3132.3 9/1/1999 432000
23313299 CO 80241 Primary PUD 360 76.7 7.375 8/1/1999 7/1/2029 2119.33 9/1/1999 306849
23313562 CA 92075 Primary SFR 360 80.0 7.375 8/1/1999 7/1/2029 2138.34 9/1/1999 309600
23313703 NJ 7746 Primary SFR 360 80.0 7.250 8/1/1999 7/1/2029 1926.47 9/1/1999 282400
23313869 CA 92373 Primary SFR 360 80.0 7.375 8/1/1999 7/1/2029 3757.28 9/1/1999 544000
23314115 CA 91789 Primary SFR 360 80.0 7.875 8/1/1999 7/1/2029 2030.2 9/1/1999 280000
23314685 NM 87122 Primary SFR 360 80.0 7.750 9/1/1999 8/1/2029 1787.45 9/1/1999 249500
23314727 TX 78731 Primary SFR 360 80.0 7.500 8/1/1999 7/1/2029 1258.59 9/1/1999 180000
23314784 WA 98249 Secondary SFR 360 56.3 7.625 8/1/1999 7/1/2029 1833.19 9/1/1999 259000
23314891 AZ 85205 Primary PUD 360 80.0 7.875 8/1/1999 7/1/2029 549.61 9/1/1999 75800
23314990 CA 91326 Primary PUD 360 75.0 7.625 8/1/1999 7/1/2029 2256.1 9/1/1999 318750
23315690 NV 89128 Primary PUD 360 80.0 8.125 8/1/1999 7/1/2029 759.58 9/1/1999 102300
23315716 MI 49418 Primary SFR 360 80.0 7.875 10/1/1999 9/1/2029 2160.71 9/1/1999 298000
23315724 CA 95758 Primary SFR 360 95.0 7.750 8/1/1999 7/1/2029 2010.26 9/1/1999 280600
23315807 NY 11358 Primary SFR 360 80.0 7.375 8/1/1999 7/1/2029 2348.3 9/1/1999 340000
23315856 CA 91941 Primary PUD 360 75.0 7.875 8/1/1999 7/1/2029 2637.44 9/1/1999 363750
23316656 GA 30087 Primary SFR 360 75.0 8.000 9/1/1999 8/1/2029 2421.43 9/1/1999 330000
23317001 TX 78733 Primary PUD 360 80.0 7.750 10/1/1999 9/1/2029 3668.04 9/1/1999 512000
23318017 MN 55442 Primary SFR 360 74.3 8.000 10/1/1999 9/1/2029 2054.55 9/1/1999 280000
23318470 CO 80111 Primary PUD 360 80.0 7.500 9/1/1999 8/1/2029 2096.95 9/1/1999 299900
23318496 CA 94586 Primary SFR 360 54.5 7.750 9/1/1999 8/1/2029 2364.16 9/1/1999 330000
23320518 CA 94114 Primary SFR 360 54.1 8.000 9/1/1999 8/1/2029 2641.56 9/1/1999 360000
23320674 MT 59715 Primary SFR 360 80.0 7.875 9/1/1999 8/1/2029 3596.34 9/1/1999 496000
23321417 CO 80121 Primary SFR 360 60.2 7.750 9/1/1999 8/1/2029 2587.82 9/1/1999 361220
23322878 WA 98027 Primary PUD 360 80.0 7.875 9/1/1999 8/1/2029 2920.58 9/1/1999 402800
23331184 WA 98105 Primary SFR 360 80.0 7.625 9/1/1999 8/1/2029 2916.12 9/1/1999 412000
23337454 CO 80228 Primary PUD 360 76.3 7.625 9/1/1999 8/1/2029 2158.78 9/1/1999 305000
23339294 MO 63021 Primary PUD 360 89.9 7.375 8/1/1999 7/1/2029 2762.7 9/1/1999 400000
23339518 FL 33767 Primary SFR 360 80.0 8.125 8/1/1999 7/1/2029 2595.77 9/1/1999 349600
23339575 FL 33330 Primary PUD 360 80.0 7.875 9/1/1999 8/1/2029 1938.84 9/1/1999 267400
23339690 CO 80126 Primary PUD 360 90.0 7.500 8/1/1999 7/1/2029 2025.62 9/1/1999 289700
23339740 FL 33029 Primary PUD 360 90.0 8.375 8/1/1999 7/1/2029 2154.04 9/1/1999 283400
23340607 FL 33708 Primary SFR 360 80.0 7.625 8/1/1999 7/1/2029 2165.28 9/1/1999 305920
23341480 FL 33330 Primary PUD 360 80.0 8.125 8/1/1999 7/1/2029 2130.6 9/1/1999 286950
23341720 MD 20841 Primary PUD 360 80.0 6.875 8/1/1999 7/1/2029 1662.69 9/1/1999 253100
23341894 FL 33143 Primary SFR 360 66.0 7.250 8/1/1999 7/1/2029 2114.75 9/1/1999 310000
23342132 FL 33186 Primary SFR 360 74.8 7.625 8/1/1999 7/1/2029 1932.28 9/1/1999 273000
23342223 VA 20165 Primary PUD 360 80.0 7.625 7/1/1999 6/1/2029 1800.63 9/1/1999 254400
23342470 FL 34685 Primary PUD 360 80.0 7.625 8/1/1999 7/1/2029 3119.95 9/1/1999 440800
23342504 VA 22205 Primary SFR 360 80.0 7.625 8/1/1999 7/1/2029 2066.76 9/1/1999 292000
23342546 MO 63025 Primary SFR 360 80.0 7.875 8/1/1999 7/1/2029 1798.17 9/1/1999 248000
23342611 PA 18966 Primary SFR 360 80.0 7.750 8/1/1999 7/1/2029 2226.61 9/1/1999 310800
23342728 VA 22046 Primary SFR 360 80.0 6.875 8/1/1999 7/1/2029 2249.32 9/1/1999 342400
23342769 FL 33498 Primary PUD 360 57.2 7.375 8/1/1999 7/1/2029 1864.82 9/1/1999 270000
23342793 NC 28216 Primary PUD 360 90.0 7.375 8/1/1999 7/1/2029 2187.71 9/1/1999 316750
23342801 IL 60148 Primary PUD 360 85.0 7.500 8/1/1999 7/1/2029 2084.36 9/1/1999 298100
23348451 MD 20860 Primary SFR 360 53.1 8.500 10/1/1999 9/1/2029 2387.48 9/1/1999 310500
23352990 TX 75409 Primary SFR 360 89.7 7.875 8/1/1999 7/1/2029 2366.31 9/1/1999 326355
23353105 CO 81224 Primary SFR 360 68.3 7.125 8/1/1999 7/1/2029 2645.02 9/1/1999 392600
23353162 CT 6405 Primary SFR 360 70.0 7.750 8/1/1999 7/1/2029 1125.85 9/1/1999 157150
23353295 AZ 85255 Primary PUD 360 92.7 7.625 8/1/1999 7/1/2029 1847.35 9/1/1999 261000
23353311 CA 95035 Primary SFR 360 90.0 7.500 8/1/1999 7/1/2029 2202.53 9/1/1999 315000
23353394 TN 37069 Primary PUD 360 80.0 7.375 8/1/1999 7/1/2029 2154.36 9/1/1999 311920
23353402 KY 40059 Primary SFR 360 80.0 7.250 8/1/1999 7/1/2029 2401.27 9/1/1999 352000
23353451 TX 75002 Primary SFR 360 80.0 7.625 8/1/1999 7/1/2029 843.7 9/1/1999 119200
23353535 MA 2066 Primary Condo 360 80.0 8.000 8/1/1999 7/1/2029 2142.6 9/1/1999 292000
23353576 TX 75025 Primary PUD 360 80.0 7.375 8/1/1999 7/1/2029 1428.32 9/1/1999 206800
23353618 GA 30064 Primary PUD 360 95.0 7.125 8/1/1999 7/1/2029 1726.75 9/1/1999 256300
23353683 NY 10464 Primary SFR 360 90.0 7.750 8/1/1999 7/1/2029 1773.13 9/1/1999 247500
23353766 CA 95762 Primary SFR 360 72.6 7.125 8/1/1999 7/1/2029 1724.72 9/1/1999 256000
23353832 TN 37069 Primary PUD 360 54.2 8.000 8/1/1999 7/1/2029 4769.47 9/1/1999 650000
23353873 VA 22315 Primary PUD 360 80.0 7.000 8/1/1999 7/1/2029 1315.97 9/1/1999 197800
23353899 SC 29635 Primary SFR 360 90.0 6.875 8/1/1999 7/1/2029 2305.83 9/1/1999 351000
23354160 CO 80030 Primary PUD 360 80.0 7.625 8/1/1999 7/1/2029 2230.26 9/1/1999 315100
23354236 VA 22314 Primary Condo 360 80.0 7.500 8/1/1999 7/1/2029 1268.03 9/1/1999 181350
23354384 TX 77058 Primary PUD 360 80.0 7.500 9/1/1999 8/1/2029 1817.96 9/1/1999 260000
23354517 TX 75025 Primary PUD 360 80.0 7.500 8/1/1999 7/1/2029 1796.99 9/1/1999 257000
23354541 NC 27282 Primary PUD 360 80.0 7.000 8/1/1999 7/1/2029 2022.52 9/1/1999 304000
23354566 CT 6484 Primary SFR 360 78.9 7.750 8/1/1999 7/1/2029 2713.42 9/1/1999 378750
23354582 VA 22032 Primary PUD 360 74.3 7.875 8/1/1999 7/1/2029 1993.95 9/1/1999 275000
23354590 CO 80524 Primary PUD 360 85.0 7.125 8/1/1999 7/1/2029 2004.32 9/1/1999 297500
23354632 CA 90660 Primary PUD 360 95.0 8.250 8/1/1999 7/1/2029 1883.81 9/1/1999 250750
23354673 VA 22030 Primary PUD 360 80.0 7.500 8/1/1999 7/1/2029 1881.94 9/1/1999 269150
23354723 CA 92028 Primary PUD 360 75.0 7.250 8/1/1999 7/1/2029 3700.81 9/1/1999 542500
23354913 FL 34242 Primary SFR 360 80.0 8.000 8/1/1999 7/1/2029 2788.31 9/1/1999 380000
23355001 NJ 7746 Primary SFR 360 73.2 7.375 8/1/1999 7/1/2029 2072.03 9/1/1999 300000
23355456 WA 98112 Primary SFR 360 60.1 6.750 8/1/1999 7/1/2029 1945.8 9/1/1999 300000
23355498 CA 91381 Primary PUD 360 80.0 7.875 8/1/1999 7/1/2029 1803.98 9/1/1999 248800
23355530 MO 63131 Primary SFR 360 71.8 7.750 7/1/1999 6/1/2029 2829.83 9/1/1999 395000
23355647 CA 92606 Primary PUD 360 80.0 7.250 7/1/1999 6/1/2029 1619.15 9/1/1999 237350
23355696 TN 37211 Primary PUD 360 90.0 7.125 7/1/1999 6/1/2029 1752.11 9/1/1999 260065
23355803 TX 76226 Primary SFR 360 80.0 7.750 8/1/1999 7/1/2029 2693.72 9/1/1999 376000
23355878 SC 29323 Primary SFR 360 90.0 8.000 8/1/1999 7/1/2029 1981.17 9/1/1999 270000
23356082 NJ 8510 Primary SFR 360 85.0 8.500 8/1/1999 7/1/2029 2391.33 9/1/1999 311000
23356124 AZ 85048 Primary PUD 360 80.0 7.500 8/1/1999 7/1/2029 1803.98 9/1/1999 258000
23356447 VA 23146 Primary SFR 360 80.0 6.875 8/1/1999 7/1/2029 1655.47 9/1/1999 252000
23356660 VA 23112 Primary PUD 360 90.0 7.250 8/1/1999 7/1/2029 2670.73 9/1/1999 391500
23356777 MD 21738 Primary SFR 360 80.0 7.250 8/1/1999 7/1/2029 1664.52 9/1/1999 244000
23356835 WA 98102 Primary SFR 360 79.8 7.500 8/1/1999 7/1/2029 2095.55 9/1/1999 299700
23356918 CO 80123 Primary PUD 360 80.0 7.125 8/1/1999 7/1/2029 2209.8 9/1/1999 328000
23356934 CA 94115 Primary SFR 360 38.0 7.625 8/1/1999 7/1/2029 4034.43 9/1/1999 570000
23356975 TX 75025 Primary PUD 360 80.0 7.625 8/1/1999 7/1/2029 1600.64 9/1/1999 226144
23357015 NH 3842 Primary SFR 360 90.0 7.500 8/1/1999 7/1/2029 1824.26 9/1/1999 260900
23357031 FL 33027 Primary PUD 360 80.0 7.750 7/1/1999 6/1/2029 1834.02 9/1/1999 256000
23357072 MN 55126 Primary SFR 360 75.0 7.000 7/1/1999 6/1/2029 2285.32 9/1/1999 343500
23357148 VA 22033 Primary PUD 360 80.0 7.375 8/1/1999 7/1/2029 1456.98 9/1/1999 210950
23357189 FL 32746 Primary PUD 360 90.0 7.750 8/1/1999 7/1/2029 1844.77 9/1/1999 257500
23357353 CA 95821 Primary SFR 360 80.0 7.000 8/1/1999 7/1/2029 1783.02 9/1/1999 268000
23357411 CA 92345 Primary SFR 360 78.2 7.500 8/1/1999 7/1/2029 1858.87 9/1/1999 265850
23357486 CA 90049 Primary 2-Family 360 80.0 7.250 8/1/1999 7/1/2029 3498.21 9/1/1999 512800
23357502 WA 98027 Primary PUD 360 62.9 7.250 7/1/1999 6/1/2029 2046.53 9/1/1999 300000
23357551 FL 33027 Primary PUD 360 90.0 8.250 8/1/1999 7/1/2029 2285.73 9/1/1999 304250
23357569 CA 95132 Primary SFR 360 90.0 7.750 8/1/1999 7/1/2029 1773.13 9/1/1999 247500
23357577 CA 90066 Primary SFR 360 80.0 7.250 8/1/1999 7/1/2029 2013.79 9/1/1999 295200
23357643 CA 92606 Primary PUD 360 80.0 7.375 8/1/1999 7/1/2029 1732.22 9/1/1999 250800
23357684 CA 91381 Primary PUD 360 80.0 8.375 8/1/1999 7/1/2029 2428.06 9/1/1999 319450
23357734 WA 98126 Primary SFR 360 80.0 7.750 8/1/1999 7/1/2029 1834.02 9/1/1999 256000
23357965 WA 98166 Primary SFR 360 49.7 7.250 8/1/1999 7/1/2029 2694.6 9/1/1999 395000
23357973 NJ 7747 Primary SFR 360 95.0 8.375 8/1/1999 7/1/2029 2238.42 9/1/1999 294500
23357981 WA 98116 Primary SFR 360 48.8 7.125 7/1/1999 6/1/2029 2088.53 9/1/1999 310000
23357999 VA 22031 Primary PUD 360 80.0 7.375 8/1/1999 7/1/2029 1521.22 9/1/1999 220250
23358013 CO 80030 Primary PUD 360 90.0 8.000 9/1/1999 8/1/2029 2478.66 9/1/1999 337800
23358047 FL 34109 Primary PUD 360 90.0 7.250 8/1/1999 7/1/2029 1854.64 9/1/1999 271870
23358070 TX 76248 Primary PUD 360 80.0 7.625 8/1/1999 7/1/2029 1771.9 9/1/1999 250340
23358112 CO 80302 Primary SFR 360 65.3 7.625 8/1/1999 7/1/2029 1988.91 9/1/1999 281000
23358161 NJ 7751 Primary SFR 360 89.5 7.875 8/1/1999 7/1/2029 3034.42 9/1/1999 418500
23358179 TX 77441 Primary SFR 360 80.0 7.875 8/1/1999 7/1/2029 1954.79 9/1/1999 269600
23358203 WA 98026 Primary PUD 360 80.0 7.500 8/1/1999 7/1/2029 2992.64 9/1/1999 428000
23358443 CA 92602 Primary SFR 360 90.0 7.625 8/1/1999 7/1/2029 2019.34 9/1/1999 285300
23358534 GA 30041 Primary PUD 360 80.0 7.125 8/1/1999 7/1/2029 1326.89 9/1/1999 196950
23358633 TX 75082 Primary PUD 360 80.0 7.625 7/1/1999 6/1/2029 2281.58 9/1/1999 322350
23360100 FL 34242 Primary PUD 360 80.0 7.250 8/1/1999 7/1/2029 1991.96 9/1/1999 292000
23360357 MD 21771 Primary SFR 360 70.6 7.750 8/1/1999 7/1/2029 3091.32 9/1/1999 431500
23360464 CA 94070 Primary SFR 360 46.8 7.000 8/1/1999 7/1/2029 2022.52 9/1/1999 304000
23360506 TX 75078 Primary SFR 360 80.0 7.250 8/1/1999 7/1/2029 1287.61 9/1/1999 188750
23360522 CO 80209 Primary SFR 360 95.0 7.250 8/1/1999 7/1/2029 2132.15 9/1/1999 312550
23360571 NJ 8824 Primary SFR 360 84.8 7.500 8/1/1999 7/1/2029 2062.69 9/1/1999 295000
23360647 MD 21037 Primary SFR 360 80.0 8.125 8/1/1999 7/1/2029 1811.7 9/1/1999 244000
23360670 AZ 85331 Primary PUD 360 80.0 7.000 8/1/1999 7/1/2029 1770.53 9/1/1999 266124
23360696 NY 10538 Primary SFR 360 93.8 8.500 8/1/1999 7/1/2029 2306.75 9/1/1999 300000
23360746 VA 22315 Primary PUD 360 80.0 7.250 8/1/1999 7/1/2029 1347.99 9/1/1999 197600
23360779 CA 90660 Primary PUD 360 95.0 7.250 8/1/1999 7/1/2029 1865.07 9/1/1999 273400
23360878 VA 22315 Primary PUD 360 80.0 7.125 8/1/1999 7/1/2029 1394.94 9/1/1999 207050
23361082 CT 6405 Primary SFR 360 74.3 7.250 8/1/1999 7/1/2029 1773.66 9/1/1999 260000
23361124 TN 37069 Primary PUD 360 80.0 7.625 8/1/1999 7/1/2029 2647.15 9/1/1999 374000
23361215 CO 80222 Primary SFR 360 80.0 7.375 8/1/1999 7/1/2029 1723.93 9/1/1999 249600
23361314 WA 98029 Primary PUD 360 73.1 7.750 8/1/1999 7/1/2029 2020.29 9/1/1999 282000
23361330 TX 75022 Primary PUD 360 80.0 7.750 8/1/1999 7/1/2029 1200.71 9/1/1999 167600
23369689 CO 80134 Primary PUD 360 79.9 7.250 8/1/1999 7/1/2029 3649.65 9/1/1999 535000
23409410 OR 97007 Primary SFR 360 90.0 8.375 10/1/1999 9/1/2029 1949.59 9/1/1999 256500
26810747 TX 75225 Primary SFR 360 59.2 7.750 9/1/1999 8/1/2029 2100.53 9/1/1999 293200
27122183 VA 20120 Primary PUD 360 80.0 6.750 4/1/1999 3/1/2029 1691.94 9/1/1999 260860
27626688 TX 75056 Primary PUD 360 80.0 7.375 9/1/1999 8/1/2029 1992.78 9/1/1999 288525
27735802 VA 23235 Primary SFR 360 66.7 7.000 4/1/1999 3/1/2029 4324.47 9/1/1999 650000
27796986 CA 95138 Primary SFR 360 70.0 7.125 9/1/1999 8/1/2029 3813.25 9/1/1999 566000
27879204 FL 33067 Primary PUD 360 80.0 7.625 8/1/1999 7/1/2029 2689.62 9/1/1999 380000
27889963 VA 20171 Primary PUD 360 80.0 7.250 9/1/1999 8/1/2029 2728.71 9/1/1999 400000
27987544 MD 21401 Primary SFR 360 80.0 7.625 8/1/1999 7/1/2029 1783.65 9/1/1999 252000
28051266 MD 20817 Primary SFR 360 80.0 7.500 9/1/1999 8/1/2029 2293.43 9/1/1999 328000
28052991 CA 94116 Primary SFR 360 80.0 8.000 8/1/1999 7/1/2029 3514.74 9/1/1999 479000
28068773 CA 95138 Primary SFR 360 46.9 7.375 9/1/1999 8/1/2029 2210.17 9/1/1999 320000
28092815 CA 91364 Primary SFR 360 75.0 7.625 8/1/1999 7/1/2029 2096.84 9/1/1999 296250
28097921 CA 94546 Primary SFR 360 80.0 7.875 8/1/1999 7/1/2029 2117.21 9/1/1999 292000
28126951 VA 22207 Primary SFR 360 80.0 7.125 9/1/1999 8/1/2029 1751.67 9/1/1999 260000
28148104 GA 30062 Primary PUD 360 80.0 7.250 9/1/1999 8/1/2029 1762.75 9/1/1999 258400
28148344 VA 22305 Primary SFR 360 80.0 7.875 8/1/1999 7/1/2029 1983.79 9/1/1999 273600
28160414 FL 33435 Secondary PUD 360 70.0 7.750 8/1/1999 7/1/2029 2507.45 9/1/1999 350000
28170785 TX 76018 Primary SFR 360 80.0 7.875 8/1/1999 7/1/2029 768.58 9/1/1999 106000
28200558 NC 27511 Primary PUD 360 80.0 7.625 8/1/1999 7/1/2029 2106.4 9/1/1999 297600
28221760 CA 94080 Primary SFR 360 80.0 7.625 8/1/1999 7/1/2029 1868.58 9/1/1999 264000
28222578 FL 32789 Primary PUD 360 80.0 8.000 8/1/1999 7/1/2029 4009.73 9/1/1999 546460
28227056 VA 22101 Primary SFR 360 79.9 7.125 9/1/1999 8/1/2029 4036.93 9/1/1999 599200
28230985 FL 32514 Primary SFR 360 80.0 8.250 8/1/1999 7/1/2029 3395.73 9/1/1999 452000
28244937 FL 34683 Primary SFR 360 90.0 7.625 9/1/1999 8/1/2029 2353.77 9/1/1999 332550
28248896 FL 33158 Primary SFR 360 90.0 7.625 9/1/1999 8/1/2029 2444.02 9/1/1999 345300
28263119 FL 33469 Primary PUD 360 80.0 7.875 9/1/1999 8/1/2029 3219.31 9/1/1999 444000
28263531 NC 27009 Primary SFR 360 80.0 7.375 9/1/1999 8/1/2029 1806.81 9/1/1999 261600
28265031 MD 20854 Primary SFR 360 80.0 7.625 8/1/1999 7/1/2029 3340.79 9/1/1999 472000
28266138 NC 28601 Primary SFR 360 80.0 7.375 9/1/1999 8/1/2029 1795.76 9/1/1999 260000
28269439 FL 34689 Primary SFR 360 87.7 7.750 8/1/1999 7/1/2029 2417.9 9/1/1999 337500
28273522 VA 22101 Primary SFR 360 90.0 7.125 9/1/1999 8/1/2029 1940.31 9/1/1999 288000
28279651 FL 33931 Primary SFR 360 95.0 8.375 8/1/1999 7/1/2029 1870.16 9/1/1999 246050
28283927 VA 20170 Primary SFR 360 80.0 7.125 9/1/1999 8/1/2029 1724.72 9/1/1999 256000
28284040 VA 23507 Primary PUD 360 75.0 7.625 8/1/1999 7/1/2029 1963.6 9/1/1999 277425
28286706 MD 20816 Primary SFR 360 80.0 7.500 9/1/1999 8/1/2029 2041.71 9/1/1999 292000
28288678 MD 20852 Primary SFR 240 80.0 7.125 9/1/1999 8/1/2019 3037.35 9/1/1999 388000
28289890 DC 20016 Primary SFR 360 80.0 7.625 9/1/1999 8/1/2029 1585.46 9/1/1999 224000
28291557 GA 30319 Primary SFR 360 90.0 7.875 9/1/1999 8/1/2029 2623.31 9/1/1999 361800
28292639 NC 27927 Secondary PUD 360 35.7 7.125 9/1/1999 8/1/2029 4379.18 9/1/1999 650000
28296994 DC 20007 Primary SFR 360 33.7 7.750 9/1/1999 8/1/2029 2399.99 9/1/1999 335000
28299626 TX 75093 Primary SFR 360 79.7 7.750 10/1/1999 9/1/2029 2140.82 9/1/1999 298825
28302743 GA 30606 Primary SFR 360 80.0 7.500 9/1/1999 8/1/2029 1823 9/1/1999 260720
28303949 DC 20003 Primary Townhous 360 80.0 7.500 9/1/1999 8/1/2029 2097.65 9/1/1999 300000
28306579 FL 33706 Primary SFR 360 70.0 7.750 9/1/1999 8/1/2029 3334.9 9/1/1999 465500
28309995 NY 11545 Primary SFR 360 76.8 7.625 9/1/1999 8/1/2029 1875.66 9/1/1999 265000
28315513 FL 34231 Primary SFR 360 75.9 7.625 8/1/1999 7/1/2029 2434.83 9/1/1999 344002
28316016 TX 77004 Primary SFR 360 95.0 7.625 8/1/1999 7/1/2029 1768.43 9/1/1999 249850
28318061 FL 32169 Primary SFR 360 76.9 7.375 9/1/1999 8/1/2029 3453.38 9/1/1999 500000
28318178 FL 32034 Secondary PUD 360 45.8 7.625 8/1/1999 7/1/2029 1945.73 9/1/1999 274900
28325496 VA 23238 Primary PUD 360 90.0 8.000 9/1/1999 8/1/2029 2410.42 9/1/1999 328500
28326114 NC 28460 Primary SFR 360 72.3 7.375 9/1/1999 8/1/2029 2072.03 9/1/1999 300000
28326882 SC 29482 Primary SFR 360 80.0 7.250 9/1/1999 8/1/2029 3233.52 9/1/1999 474000
28331411 VA 22314 Primary PUD 360 80.0 7.000 9/1/1999 8/1/2029 2794.27 9/1/1999 420000
28332468 SC 29607 Primary SFR 360 65.3 7.500 9/1/1999 8/1/2029 2489.21 9/1/1999 356000
28333011 VA 22041 Primary SFR 360 68.3 7.500 9/1/1999 8/1/2029 3670.88 9/1/1999 525000
28338093 FL 33040 Secondary Condo 360 63.4 7.750 9/1/1999 8/1/2029 1948.65 9/1/1999 272000
28341527 NC 27023 Primary SFR 360 62.1 7.750 8/1/1999 7/1/2029 1948.65 9/1/1999 272000
28343069 VA 22182 Primary SFR 360 80.0 7.625 9/1/1999 8/1/2029 3029.36 9/1/1999 428000
28346294 FL 33706 Primary SFR 360 64.9 8.125 9/1/1999 8/1/2029 2747.24 9/1/1999 370000
28353696 VA 20112 Primary SFR 360 80.0 7.500 9/1/1999 8/1/2029 1410.74 9/1/1999 201760
28355345 FL 33316 Primary SFR 360 59.5 7.875 9/1/1999 8/1/2029 2392.73 9/1/1999 330000
28355865 SC 29449 Primary SFR 360 80.0 7.750 9/1/1999 8/1/2029 2764.64 9/1/1999 385900
28360170 SC 29680 Primary PUD 360 90.0 7.250 10/1/1999 9/1/2029 2210.26 9/1/1999 324000
28366474 NC 27265 Primary SFR 360 80.0 7.500 9/1/1999 8/1/2029 2013.74 9/1/1999 288000
28375806 FL 32233 Primary SFR 360 79.9 8.000 9/1/1999 8/1/2029 2678.25 9/1/1999 365000
28377828 NC 27502 Primary PUD 360 80.0 7.750 9/1/1999 8/1/2029 2315.45 9/1/1999 323200
28378503 FL 33146 Primary SFR 360 80.0 7.875 9/1/1999 8/1/2029 2842.28 9/1/1999 392000
28383206 DC 20016 Primary SFR 360 79.1 7.875 10/1/1999 9/1/2029 2668.26 9/1/1999 368000
28383651 SC 29209 Primary PUD 360 75.0 7.875 9/1/1999 8/1/2029 2338.35 9/1/1999 322500
28383719 SC 29464 Primary SFR 360 61.0 7.750 9/1/1999 8/1/2029 2185.06 9/1/1999 305000
28384832 SC 29401 Primary SFR 360 73.0 7.750 10/1/1999 9/1/2029 4656.68 9/1/1999 650000
28386084 DE 19930 Secondary Condo 360 80.0 8.125 9/1/1999 8/1/2029 2064.15 9/1/1999 278000
28390268 DC 20015 Primary SFR 360 55.5 7.500 9/1/1999 8/1/2029 2715.75 9/1/1999 388400
28399780 MD 20854 Primary SFR 360 80.0 7.500 9/1/1999 8/1/2029 2931.11 9/1/1999 419200
28400935 NC 27215 Primary SFR 360 88.8 7.750 9/1/1999 8/1/2029 2099.09 9/1/1999 293000
28401503 MD 20815 Primary SFR 360 64.6 8.000 9/1/1999 8/1/2029 3213.89 9/1/1999 438000
28406742 MD 20630 Primary SFR 360 80.0 8.000 10/1/1999 9/1/2029 2171.95 9/1/1999 296000
28412716 NC 28211 Primary SFR 360 80.0 7.875 9/1/1999 8/1/2029 1925.79 9/1/1999 265600
28422343 NC 28226 Primary SFR 360 80.0 7.125 9/1/1999 8/1/2029 2468.51 9/1/1999 366400
</TABLE>
<TABLE>
<CAPTION>
Loan# Act Bal Sch UPB Purp Doc Appraisal RTerm CLTV
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
22204176 649529.55 649056.11 R/T REFI FULL 930000 358 69.8
22457766 263860 263669.02 PURCH FULL 290000 359 91.1
22486971 249443.18 249264.38 R/T REFI FULL 279000 350 89.4
22530299 321261.41 321261.41 R/T REFI FULL 583000 359 55.1
22545347 337511.61 337271.69 PURCH FULL 424000 358 79.9
22631360 280781.87 280781.87 PURCH FULL 355000 358 79.9
22649651 420166.34 419801.3 C/O REFI FULL 580000 354 72.4
22649719 258521.97 258342.77 PURCH FULL 289000 358 89.9
22709083 365928.23 365928.23 R/T REFI FULL 458000 359 79.9
22719132 646676.23 646676.23 R/T REFI FULL 1250000 354 51.7
22724637 347242.09 347242.09 R/T REFI FULL 386500 358 89.8
22828107 298500 298278.47 R/T REFI FULL 455000 359 65.6
22880538 250888.95 250888.95 PURCH FULL 323000 359 79.9
22888218 326013.87 325776.24 PURCH FULL 375000 358 89.9
22898696 241533.67 241533.67 PURCH FULL 302500 359 79.9
22905681 424000 423634.94 PURCH FULL 530000 359 80.0
22958995 171351.36 171351.36 PURCH FULL 220000 356 79.7
22959985 353600 353344.07 PURCH FULL 466000 359 78.0
22961205 373400 373115.86 R/T REFI FULL 425000 359 87.9
22988893 282683.29 282683.29 R/T REFI FULL 406000 354 69.6
23013766 295658.04 295658.04 PURCH FULL 371000 358 79.8
23014459 276516.59 276516.59 PURCH FULL 347000 358 79.9
23020076 321300 321073.23 R/T REFI FULL 410000 359 78.4
23027998 293387.5 293173.65 PURCH FULL 370000 358 79.9
23040074 491606.55 491210.76 PURCH FULL 643000 358 79.7
23042591 277964.33 277964.33 PURCH FULL 350000 358 79.9
23051881 299765.97 299530.53 R/T REFI FULL 415000 358 72.2
23054463 319750.37 319750.37 R/T REFI FULL 800000 359 40.0
23057839 311670.57 311419.65 PURCH FULL 400000 358 79.9
23062110 285000 284760.56 C/O REFI FULL 525000 359 54.3
23066749 161192.42 161192.42 PURCH FULL 202000 358 79.9
23066939 271687.89 271474.5 PURCH FULL 342000 358 79.9
23067119 305920.51 305920.51 PURCH FULL 455000 358 79.9
23071442 649505.4 649505.4 PURCH FULL 940000 359 69.1
23074438 263150 262964.27 PURCH FULL 329000 359 80.0
23078827 519165.85 519165.85 PURCH FULL 650000 358 79.9
23079486 480000 479643.77 R/T REFI FULL 600000 359 80.0
23080435 187698.41 187698.41 PURCH FULL 240000 358 79.9
23081896 339734.77 339467.93 PURCH FULL 442000 358 77.0
23087422 599531.94 599061.05 R/T REFI FULL 1140000 358 52.6
23087463 299530.53 299530.53 PURCH FULL 380000 358 79.9
23087869 300800 300800 PURCH FULL 390000 360 80.0
23088578 381356.3 381356.3 PURCH FULL 485000 358 79.8
23089493 343838.02 343573.2 PURCH FULL 383000 358 89.8
23089824 279681.65 279681.65 PURCH FULL 352000 359 79.9
23090889 368719.21 368436.7 PURCH FULL 435000 358 84.8
23091085 138188.72 138188.72 PURCH FULL 173000 358 79.9
23093347 637489.81 636976.59 R/T REFI FULL 865000 358 73.7
23094352 271614.82 271614.82 PURCH FULL 343500 358 79.9
23096431 294200 293964.73 PURCH FULL 400000 359 80.0
23096589 359739.44 359477.22 R/T REFI FULL 460000 358 78.2
23097017 273541.69 273332.1 C/O REFI FULL 365000 358 74.9
23097892 398880.77 398880.77 PURCH FULL 539000 359 79.9
23098643 293276.66 293051.96 PURCH FULL 367000 358 79.9
23098700 648957.33 648957.33 PURCH FULL 855000 358 77.2
23099849 263818.31 263635.43 PURCH FULL 335000 358 79.9
23100126 272050 271821.45 PURCH FULL 342000 359 80.0
23100928 269389.68 269178.09 PURCH FULL 340000 358 79.9
23101876 300000 299771.72 PURCH FULL 475000 359 65.1
23102072 400000 399358.36 PURCH FULL 690000 358 60.6
23102502 289568.19 289568.19 PURCH FULL 469000 358 62.4
23104300 278835.27 278835.27 PURCH FULL 350000 359 79.9
23104466 309538.42 309538.42 PURCH FULL 450000 358 69.8
23105141 372000 371723.92 R/T REFI FULL 465000 359 80.0
23105299 419309.43 418961.12 C/O REFI FULL 700000 357 59.9
23106032 368114.67 368114.67 R/T REFI FULL 500000 359 73.6
23108376 333625.53 333362.71 PURCH FULL 420000 358 79.9
23108392 283794.45 283587.6 PURCH FULL 356500 358 79.9
23108566 699493.36 698983.5 PURCH FULL 1035000 358 69.9
23108855 252000 251808.24 PURCH FULL 290000 359 90.0
23109440 299793.54 299793.54 PURCH FULL 375000 359 79.9
23111925 520000 519604.32 PURCH FULL 665000 359 80.0
23113087 350418.81 350143.53 PURCH FULL 439000 358 79.9
23113244 330848.06 330594.57 PURCH FULL 423000 358 79.9
23113343 296568.47 296335.54 PURCH FULL 396000 358 74.9
23113400 486620.09 486237.89 PURCH FULL 660000 358 73.7
23113582 399433.54 399433.54 C/O REFI FULL 540000 358 74.0
23114184 439200 438890.01 PURCH FULL 550000 359 80.0
23114259 279792.2 279583.1 PURCH FULL 352000 358 79.9
23114358 649517.61 649032.21 PURCH FULL 945000 358 70.3
23116015 320000 319756.51 R/T REFI FULL 425000 359 75.3
23117823 449666.03 449329.97 PURCH FULL 1300000 358 34.9
23119035 288091.34 288091.34 PURCH FULL 375000 359 79.9
23119738 349491.75 349491.75 PURCH FULL 670000 358 52.2
23120967 263719.18 263517.12 PURCH FULL 330000 358 79.9
23122534 284788.48 284788.48 PURCH FULL 685000 359 41.9
23123847 350000 349740.24 PURCH FULL 460000 359 76.1
23124076 165666.75 165536.6 PURCH FULL 210000 358 79.9
23125065 290179.02 289956.68 PURCH FULL 363000 358 79.9
23125123 285371.61 285141.86 PURCH FULL 357000 358 79.9
23125206 278594.86 278594.86 PURCH FULL 410000 358 68.1
23125396 293573.06 293573.06 PURCH FULL 402000 358 74.9
23126014 475255.1 475255.1 PURCH FULL 595000 358 79.9
23126436 274790.74 274790.74 PURCH FULL 355000 359 77.6
23126790 265268.33 265071.15 PURCH FULL 332500 358 79.8
23126824 399687.94 399374.01 PURCH FULL 485000 358 84.1
23127095 325000 324764.77 PURCH FULL 509000 359 65.0
23127434 403800.09 403498.31 PURCH FULL 505500 359 79.9
23127459 384426.75 384426.75 C/O REFI FULL 533000 358 72.1
23127756 300000 299765.97 PURCH FULL 480000 359 62.5
23127921 271787.81 271787.81 PURCH FULL 340000 359 79.9
23128051 248434.81 248434.81 PURCH FULL 270000 359 94.9
23128085 539578.74 539154.94 PURCH FULL 690000 358 79.9
23128101 270600 270404.15 R/T REFI FULL 355000 359 76.2
23128812 399433.54 399433.54 PURCH FULL 532500 358 75.0
23129927 572895.72 573324.19 R/T REFI FULL 720000 359 79.6
23130321 294991.65 294991.65 R/T REFI FULL 328000 359 89.9
23131295 342000 341746.18 PURCH FULL 565000 359 60.7
23131667 287786.26 287571.18 C/O REFI FULL 384000 358 74.9
23131741 225600 225415.08 PURCH FULL 283000 359 80.0
23132236 307782.62 307782.62 R/T REFI FULL 385000 359 79.9
23132525 150282.67 150282.67 PURCH FULL 195000 359 79.9
23132699 313954.89 313954.89 PURCH FULL 395000 359 79.9
23133580 500000 499619.54 R/T REFI FULL 750000 359 66.7
23133705 264593.43 264385.62 PURCH FULL 331000 358 79.9
23133747 449313.06 449313.06 R/T REFI FULL 625000 358 71.9
23133978 275599.19 275599.19 PURCH FULL 360000 358 79.9
23134059 288000 287775.33 R/T REFI FULL 360000 359 80.0
23134182 371000 370717.69 R/T REFI FULL 650000 359 57.1
23134455 385691.32 385691.32 PURCH FULL 485000 359 79.9
23134927 329000 328749.65 PURCH FULL 485000 359 67.8
23135072 298966.6 298731.79 PURCH FULL 375000 358 79.9
23135288 261998.09 261816.32 PURCH FULL 276000 358 94.9
23135635 471649.71 471649.71 PURCH FULL 595000 359 79.9
23136468 295774.77 295548.15 PURCH FULL 371000 358 79.7
23136492 298000 297778.84 PURCH FULL 375000 359 80.0
23136617 279786.93 279572.55 PURCH FULL 350000 358 79.9
23137912 414699.64 414397.37 PURCH FULL 850000 358 50.3
23137961 290533.18 290533.18 PURCH FULL 386000 358 75.3
23138084 301370.5 301139.59 PURCH FULL 377000 358 79.9
23138597 450639.34 450276.54 PURCH FULL 576500 358 78.2
23139256 270194.24 269987.22 PURCH FULL 338000 358 79.9
23139397 633850 633391.23 PURCH FULL 795000 359 79.7
23139884 247796.71 247592.24 PURCH FULL 310000 358 79.9
23140007 396897.75 396593.65 PURCH FULL 500000 358 79.9
23140122 374627.25 374627.25 PURCH FULL 470000 358 79.9
23140296 300000 299771.72 PURCH FULL 395000 359 76.5
23140486 440000 439673.45 R/T REFI FULL 550000 359 80.0
23140932 503146.02 503146.02 R/T REFI FULL 750000 358 67.1
23141146 268560.32 268369.41 PURCH FULL 282900 358 94.9
23142011 260601.54 260401.86 PURCH FULL 326000 358 79.9
23142722 549639.95 549639.95 PURCH FULL 688000 358 79.9
23142763 399703.14 399404.42 R/T REFI FULL 645000 358 62.0
23143043 486500 486138.95 PURCH FULL 625000 359 80.0
23143126 306613.44 306613.44 C/O REFI FULL 515000 359 59.5
23143316 262777.79 262777.79 PURCH FULL 329000 358 79.9
23143654 288000 287780.85 PURCH FULL 360000 359 80.0
23144215 259593.12 259593.12 PURCH FULL 395000 358 65.9
23144660 255019.89 254838.61 R/T REFI FULL 500000 358 51.0
23144769 279781.57 279561.82 R/T REFI FULL 520000 358 53.8
23144868 340000 339747.67 R/T REFI FULL 425000 359 80.0
23145204 284772.09 284542.82 PURCH FULL 410000 358 75.9
23145576 289768.1 289534.82 PURCH FULL 392000 358 74.1
23146038 283809.44 283617.61 PURCH FULL 355000 358 79.9
23146111 283794.44 283587.58 PURCH FULL 355000 358 79.9
23146186 247820.5 247639.86 R/T REFI FULL 323000 358 76.7
23146616 292277.44 292053.51 C/O REFI FULL 390000 358 74.9
23146657 292330.31 292330.31 PURCH FULL 370000 358 79.9
23146665 292282.93 292064.5 PURCH FULL 330000 358 89.9
23146830 298650 298422.75 PURCH FULL 427000 359 70.0
23147770 298972.33 298743.26 PURCH FULL 380000 358 79.9
23147929 336955.72 336707.98 C/O REFI FULL 450000 358 74.9
23148174 340277.26 340053.01 PURCH FULL 465000 358 75.0
23148182 263606.92 263606.92 PURCH FULL 336000 358 79.9
23148406 359739.44 359477.22 PURCH FULL 510000 358 70.5
23149206 262777.79 262777.79 PURCH FULL 331000 358 79.9
23150014 399003.53 399003.53 PURCH FULL 672000 358 59.6
23151673 335900 335650.72 PURCH FULL 420000 359 80.0
23152044 256219.04 256219.04 PURCH FULL 327000 359 79.9
23152127 331753.61 331505.68 PURCH FULL 415000 358 79.9
23153836 271496.87 271496.87 PURCH FULL 340000 358 79.9
23154560 339728.11 339454.61 PURCH FULL 425000 358 79.9
23155799 250800 250613.87 PURCH FULL 315000 359 80.0
23159015 251363.32 251363.32 PURCH FULL 265000 359 94.9
23162597 265302.96 265104.69 PURCH FULL 300000 358 89.9
23163348 261000 260811.1 PURCH FULL 290000 359 90.0
23163389 559246 559246 PURCH FULL 700000 358 79.9
23163900 302181.13 301960.87 PURCH FULL 340000 358 89.9
23165418 380000 379757.69 PURCH FULL 475000 359 80.0
23166333 329920.22 329920.22 PURCH FULL 426000 358 79.9
23167059 273796.65 273592.03 R/T REFI FULL 360000 358 76.1
23167786 274632.03 274632.03 PURCH FULL 477000 359 57.8
23167836 251634.06 251634.06 PURCH FULL 280000 358 89.9
23169055 372000 371730.76 PURCH FULL 489000 359 80.0
23170012 468977.02 468977.02 PURCH FULL 605000 359 79.9
23170806 259825.54 259649.92 R/T REFI FULL 325000 358 79.9
23171242 332776.56 332776.56 C/O REFI FULL 480000 359 69.3
23171465 270953.75 270756.26 PURCH FULL 330000 358 89.9
23172661 288000 287780.85 R/T REFI FULL 360000 359 80.0
23173214 283899.13 283899.13 R/T REFI FULL 420000 358 67.6
23175185 264717.7 264717.7 PURCH FULL 345000 359 79.9
23175557 271603.27 271405.29 PURCH FULL 310000 358 89.9
23175870 745000 745000 R/T REFI FULL 1550000 360 48.1
23175995 315000 314772 PURCH FULL 350000 359 90.0
23176209 271614.82 271614.82 PURCH FULL 375000 358 79.9
23176555 289745.35 289745.35 PURCH FULL 399000 359 73.4
23178148 327200 326963.18 PURCH FULL 410000 359 80.0
23179708 266400 266202.29 PURCH FULL 296000 359 90.0
23180128 398000 397697.15 PURCH FULL 605000 359 66.6
23180359 489252.01 489252.01 PURCH FULL 775000 358 63.1
23181449 275300.6 275099.94 PURCH FULL 290000 358 94.9
23181779 309769.94 309769.94 PURCH FULL 388000 359 79.9
23183619 352000 351745.24 PURCH FULL 440000 359 80.0
23183759 288740.87 288530.41 PURCH FULL 420000 358 74.2
23184179 400000 399710.49 PURCH FULL 500000 359 80.0
23185366 314804.21 314607.05 PURCH FULL 410000 358 89.9
23186398 275700.24 275700.24 PURCH FULL 345000 359 79.9
23186653 264812.96 264624.71 PURCH FULL 415000 358 63.8
23186778 339768 339509.47 PURCH FULL 425000 359 80.0
23186919 276983.76 276766.21 PURCH FULL 348000 358 79.9
23187081 450000 449674.3 PURCH FULL 656000 359 69.2
23187172 312000 311750.49 C/O REFI FULL 462000 359 67.5
23187248 299788.26 299788.26 R/T REFI FULL 504000 359 59.5
23187370 295785.76 295785.76 R/T REFI FULL 400000 359 73.9
23187701 300937.45 300937.45 R/T REFI FULL 385000 359 78.2
23188717 242629.04 242629.04 PURCH FULL 270000 358 89.9
23189426 299782.87 299564.36 PURCH FULL 473000 358 63.4
23189475 281396.18 281191.07 PURCH FULL 364000 358 79.9
23194491 359739.44 359477.22 C/O REFI FULL 480000 358 74.9
23194731 348713.92 348713.92 PURCH FULL 550000 359 63.5
23195167 280000 279792.2 PURCH FULL 375000 359 76.1
23195233 373500 373242.95 R/T REFI FULL 480000 359 77.8
23196504 353200 353200 R/T REFI FULL 482000 360 73.3
23197213 256332.21 256163.28 PURCH FULL 270000 358 94.9
23197817 549601.92 549201.31 PURCH FULL 1100000 358 52.6
23198062 329811.11 329570.7 PURCH FULL 367000 358 89.9
23200892 295791.09 295791.09 R/T REFI FULL 370000 359 79.9
23202062 319000 318769.11 R/T REFI FULL 408000 359 78.2
23203359 360000 359726.06 PURCH FULL 505000 359 74.5
23205800 576000 575603.6 PURCH FULL 735000 359 80.0
23206170 311200 311200 PURCH FULL 390000 360 80.0
23207046 294300 294092.29 PURCH FULL 327000 359 90.0
23208424 263804.07 263606.92 PURCH FULL 330000 358 79.9
23208499 249639.44 249827.46 PURCH FULL 278000 358 89.8
23209216 269617.64 269617.64 PURCH FULL 360000 358 75.0
23209885 735000 733959.14 PURCH FULL 1000000 358 75.0
23210420 294187.54 294187.54 PURCH FULL 369000 359 79.9
23211386 383515.01 383226.99 PURCH FULL 480000 358 79.9
23213481 242600 242428.77 PURCH FULL 304500 359 80.0
23213978 425200 424914.7 PURCH FULL 540000 359 79.5
23215387 329784.13 329566.8 C/O REFI FULL 640000 358 51.5
23216849 327524.09 327524.09 PURCH FULL 410000 359 79.9
23217086 274815.47 274815.47 PURCH FULL 373000 359 76.3
23217219 263900 263718.38 PURCH FULL 286000 359 92.3
23217268 349746.68 349491.75 PURCH FULL 590000 358 59.3
23217391 489470.5 489470.5 PURCH FULL 1100000 359 50.0
23217896 310000 309752.1 PURCH FULL 558000 359 56.0
23217961 262319.35 262137.51 C/O REFI FULL 379000 358 69.2
23218688 271712.87 271524.52 PURCH FULL 342000 358 79.9
23218837 315000 314772.01 R/T REFI FULL 350000 359 90.0
23218845 299566.13 299330.85 PURCH FULL 400000 358 74.9
23218910 300000 299782.87 PURCH FULL 415000 359 74.1
23220197 332359.84 332135.19 PURCH FULL 417000 358 79.9
23221252 255646.48 255646.48 PURCH FULL 285000 358 89.7
23222474 263350 263159.4 PURCH FULL 278000 359 95.0
23223183 293541.43 293541.43 PURCH FULL 370000 359 79.8
23223597 301017.69 300809.02 PURCH FULL 415000 358 74.9
23224298 555617.36 555232.21 PURCH FULL 700000 358 79.9
23224439 349765.15 349765.15 PURCH FULL 690000 359 51.1
23224660 289700 289515.27 PURCH FULL 305000 359 95.0
23225360 467643.89 467643.89 PURCH FULL 600000 359 79.9
23225543 495649.93 495297.6 PURCH FULL 625000 358 79.9
23226574 268000 267824.68 R/T REFI FULL 335000 359 80.0
23227671 599576.52 599150.31 PURCH FULL 1000000 358 79.9
23228653 292943.1 292943.1 PURCH FULL 370000 359 79.9
23228885 299765.97 299765.97 PURCH FULL 385000 359 77.9
23229347 296779.58 296779.58 PURCH FULL 330000 359 89.9
23229404 309115.5 309115.5 PURCH FULL 387000 358 79.9
23230394 650000 649626.02 PURCH FULL 835000 359 77.8
23230493 279593.39 279593.39 C/O REFI FULL 420000 358 66.6
23231251 279797.35 279593.41 PURCH FULL 350000 358 79.9
23231327 318974.71 318974.71 PURCH FULL 399000 359 79.9
23231541 368000 367740.27 PURCH FULL 460000 359 80.0
23231970 395000 394699.43 PURCH FULL 495000 359 79.8
23232044 371250 370987.98 PURCH FULL 427000 359 90.0
23232663 310559.58 310559.58 R/T REFI FULL 590000 358 52.6
23234271 312000 312000 PURCH FULL 390000 360 80.0
23234560 143905.8 143905.8 PURCH FULL 187000 359 79.9
23236086 367753.08 367504.52 PURCH FULL 465000 358 79.9
23238132 281159.32 281159.32 PURCH FULL 353000 358 79.9
23240054 274101.38 274101.38 PURCH FULL 310000 358 89.9
23240252 318400 318400 PURCH FULL 400000 360 80.0
23243199 304000 303785.43 PURCH FULL 385000 359 80.0
23243256 629750 629750 R/T REFI FULL 860000 360 73.2
23244841 399731.61 399731.61 PURCH FULL 780000 359 51.2
23249022 255324.17 255324.17 PURCH FULL 365000 359 70.0
23255466 275000 274824.64 R/T REFI FULL 410000 359 67.1
23258262 599576.53 599576.53 PURCH FULL 1000000 359 62.5
23258494 251426.86 251426.86 PURCH FULL 315000 359 79.8
23259021 266800.54 266800.54 PURCH FULL 399000 359 68.1
23259047 503625.96 503625.96 PURCH FULL 630000 359 79.9
23259930 238685.42 238685.42 PURCH FULL 325000 359 79.8
23260128 351751.56 351751.56 PURCH FULL 445000 359 79.9
23261274 444237.56 443973.24 C/O REFI FULL 635000 358 70.0
23265655 277000 276809.36 PURCH FULL 650000 359 42.6
23265770 305950 305739.45 PURCH FULL 340000 359 90.0
23265911 155884.22 155884.22 PURCH FULL 195000 359 79.9
23266109 296000 295774.77 PURCH FULL 370000 359 80.0
23266760 649574.8 649574.8 PURCH FULL 900000 359 72.4
23267941 625000 624536.16 PURCH FULL 900000 359 73.5
23268584 297564.93 297564.93 C/O REFI FULL 397000 359 75.0
23269137 300300 300077.13 PURCH FULL 380000 359 79.9
23269327 318655 318441.19 PURCH FULL 400000 359 80.0
23270887 290000 289795.32 C/O REFI FULL 395000 359 73.4
23271695 260016.67 260016.67 PURCH FULL 274000 359 94.9
23271828 432000 431702.7 PURCH FULL 543000 359 80.0
23273097 300000 299777.35 PURCH FULL 379000 359 80.0
23274327 284109.24 284109.24 PURCH FULL 358000 359 79.9
23274590 420000 419696.02 PURCH FULL 540000 359 80.0
23274723 300000 299793.54 PURCH FULL 570000 359 54.6
23274756 299803.76 299803.76 PURCH FULL 380000 359 78.9
23275217 283304.89 283304.89 PURCH FULL 320000 359 89.9
23276124 270000 269809.44 C/O REFI FULL 360000 359 75.0
23276660 280000 279802.38 PURCH FULL 435000 359 64.4
23277361 315800 315800 PURCH FULL 420800 360 79.9
23277544 334769.46 334769.46 PURCH FULL 535000 359 62.6
23278898 366934.23 366934.23 PURCH FULL 460000 359 79.9
23279532 297000 296795.6 PURCH FULL 335000 359 90.0
23280159 276464.37 276464.37 PURCH FULL 326000 359 84.9
23280241 336279.88 336279.88 PURCH FULL 472000 359 71.2
23280365 667000 667000 R/T REFI FULL 1090000 360 61.2
23280977 300000 299798.7 C/O REFI FULL 400000 359 75.0
23282080 329100 328867.73 PURCH FULL 424000 359 80.0
23283401 290000 289800.43 R/T REFI FULL 600000 359 48.3
23284086 425000 424692.4 R/T REFI FULL 550000 359 77.3
23286107 559604.76 559604.76 PURCH FULL 735000 359 79.9
23286289 353424.08 353146.49 PURCH FULL 416500 358 84.9
23286834 325000 324764.77 PURCH FULL 425000 359 76.5
23287915 263200 263009.51 PURCH FULL 330000 359 80.0
23291693 279112.59 279112.59 PURCH FULL 295000 359 94.9
23292345 320000 320000 C/O REFI FULL 600000 360 53.3
23293525 312116 311922 PURCH FULL 340000 359 92.1
23293798 265000 265000 PURCH FULL 360000 360 73.6
23295025 274207.61 274207.61 PURCH FULL 289000 359 94.9
23295306 324776.33 324776.33 PURCH FULL 430000 359 75.5
23296130 399041.67 399041.67 PURCH FULL 625000 359 63.8
23296189 279802.37 279802.37 R/T REFI FULL 350000 359 79.9
23296353 160694.81 160694.81 PURCH FULL 201000 359 79.9
23297468 275400 275224.39 PURCH FULL 295000 359 95.0
23298136 299788.26 299788.26 PURCH FULL 385000 359 79.9
23299811 325000 324746.46 PURCH FULL 453000 359 71.9
23300122 402215.92 402215.92 PURCH FULL 580000 359 70.0
23300130 327768.5 327768.5 PURCH FULL 530000 359 62.1
23301195 275693.82 275466.32 PURCH FULL 360000 358 79.9
23301237 339254.28 339007 C/O REFI FULL 425000 358 79.8
23301294 220517.43 220517.43 PURCH FULL 301000 358 74.9
23301336 243814.33 243627.52 PURCH FULL 320000 358 79.9
23301377 294702.56 294702.56 PURCH FULL 369000 358 79.9
23302128 287302.15 287302.15 PURCH FULL 363000 359 79.9
23302151 297250.42 297250.42 PURCH FULL 350000 359 84.9
23303381 359758.44 359758.44 PURCH FULL 860000 359 41.8
23304439 233462.08 233462.08 PURCH FULL 292000 359 80.0
23306269 348500 348260.16 PURCH FULL 415700 359 85.0
23306418 306500 306272.53 C/O REFI FULL 440000 359 69.7
23306939 252000 251808.25 PURCH FULL 281500 359 90.0
23307903 151495.67 151495.67 PURCH FULL 192000 359 79.9
23308356 346500 346267.5 PURCH FULL 405000 359 90.0
23310295 488000 488000 PURCH FULL 615000 360 80.0
23310857 270218.57 270218.57 PURCH FULL 340000 359 79.9
23311418 301200 300982.01 PURCH FULL 377000 359 80.0
23311913 199869.17 199737.46 C/O REFI FULL 335000 358 59.7
23311954 283772.88 283544.41 PURCH FULL 300000 358 94.9
23311996 246650.21 246650.21 PURCH FULL 260000 358 94.9
23312093 343769.17 343536.8 PURCH FULL 430000 358 79.9
23312713 226835.7 226670.35 R/T REFI FULL 360000 358 63.0
23312721 322983.14 322764.83 PURCH FULL 420000 358 79.9
23312960 244700 244700 PURCH FULL 272000 360 90.0
23313091 431702.7 431403.45 PURCH FULL 550000 358 79.6
23313299 303362.15 303362.15 PURCH FULL 400000 358 75.8
23313562 309127.37 309127.37 PURCH FULL 387000 358 79.9
23313703 282179.7 281958.07 PURCH FULL 354000 358 79.9
23313869 543586.05 543169.56 PURCH FULL 683000 358 79.9
23314115 279807.3 279613.34 PURCH FULL 353000 358 79.9
23314685 249323.9 249323.9 PURCH FULL 316000 359 79.9
23314727 179866.41 179731.99 PURCH FULL 235000 358 79.9
23314784 258812.54 258623.89 R/T REFI FULL 460000 358 56.3
23314891 75494.66 75494.66 PURCH FULL 95000 358 79.6
23314990 318519.29 318287.11 PURCH FULL 425000 358 74.9
23315690 102233.08 102165.7 PURCH FULL 129000 358 79.9
23315716 298000 298000 PURCH FULL 375000 360 80.0
23315724 280202.62 280202.62 PURCH FULL 296000 358 94.9
23315807 339741.28 339480.97 PURCH FULL 425000 358 79.9
23315856 363499.67 363247.7 C/O REFI FULL 485000 358 74.9
23316656 329778.57 329778.57 C/O REFI FULL 440000 359 74.9
23317001 512000 512000 PURCH FULL 675000 360 80.0
23318017 279812.12 279812.12 PURCH FULL 378000 360 74.2
23318470 299900 299677.43 PURCH FULL 375000 359 80.0
23318496 330000 329767.09 C/O REFI FULL 605000 359 54.5
23320518 359758.44 359758.44 C/O REFI FULL 665000 359 54.1
23320674 496000 495658.66 PURCH FULL 625000 359 80.0
23321417 361220 360965.06 C/O REFI FULL 600000 359 60.2
23322878 402800 402522.8 PURCH FULL 504000 359 80.0
23331184 412000 411701.8 PURCH FULL 518000 359 80.0
23337454 304779.24 304779.24 PURCH FULL 409000 359 76.2
23339294 399695.62 399389.38 R/T REFI FULL 445000 358 89.8
23339518 349141.06 349141.06 PURCH FULL 440000 358 79.9
23339575 267400 267215.97 PURCH FULL 335000 359 80.0
23339690 289485 289268.66 PURCH FULL 322500 358 89.9
23339740 283223.85 283046.48 PURCH FULL 319000 358 89.9
23340607 305698.58 305475.76 PURCH FULL 385000 358 79.9
23341480 286762.29 286573.31 PURCH FULL 360000 358 79.9
23341720 252887.36 252673.5 PURCH FULL 320000 358 79.9
23341894 309758.17 309514.88 PURCH FULL 475000 358 65.9
23342132 272802.41 272603.56 R/T REFI FULL 365000 358 74.7
23342223 254215.87 254030.57 PURCH FULL 318000 357 79.9
23342470 440480.96 440159.9 PURCH FULL 555000 358 79.9
23342504 291788.66 291575.97 PURCH FULL 367000 358 79.9
23342546 247829.32 247657.53 PURCH FULL 327000 358 79.9
23342611 310580.64 310359.86 PURCH FULL 390000 358 79.9
23342728 341823.04 341823.04 PURCH FULL 435000 358 79.9
23342769 269794.55 269587.84 PURCH FULL 483000 358 57.1
23342793 316508.97 316266.47 PURCH FULL 352000 358 89.9
23342801 297878.77 297656.15 PURCH FULL 351000 358 84.9
23348451 310500 310500 R/T REFI FULL 585000 360 53.1
23352990 325904.31 325904.31 R/T REFI FULL 364000 358 89.5
23353105 391970.22 391970.22 R/T REFI FULL 575000 358 68.2
23353162 156927.44 156927.44 PURCH FULL 225000 358 69.9
23353295 260620.98 260620.98 PURCH FULL 282000 358 92.5
23353311 314430.35 314430.35 PURCH FULL 350000 358 89.8
23353394 311682.65 311443.84 PURCH FULL 400000 358 79.9
23353402 351449.14 351449.14 PURCH FULL 445000 358 79.9
23353451 119026.87 118939.49 PURCH FULL 153000 358 79.9
23353535 291804.07 291606.83 PURCH FULL 366000 358 79.9
23353576 206642.64 206484.31 PURCH FULL 266000 358 79.9
23353618 256095.03 255888.84 PURCH FULL 270000 358 94.9
23353683 247149.49 247149.49 PURCH FULL 275000 358 89.9
23353766 255589.34 255589.34 PURCH FULL 372000 358 72.5
23353832 649124.82 649124.82 R/T REFI FULL 1200000 358 54.1
23353873 197474.78 197474.78 PURCH FULL 248000 358 79.9
23353899 350408.53 350408.53 R/T REFI FULL 390000 358 89.8
23354160 314642.43 314642.43 PURCH FULL 405000 358 79.9
23354236 181079.98 181079.98 PURCH FULL 227000 358 79.9
23354384 259807.04 259807.04 PURCH FULL 325000 359 79.9
23354517 256809.26 256617.33 PURCH FULL 325000 358 79.9
23354541 303500.17 303500.17 PURCH FULL 387000 358 79.9
23354566 378482.67 378213.62 PURCH FULL 500000 358 78.9
23354582 274620.24 274620.24 PURCH FULL 370000 358 74.2
23354590 297262.09 297022.76 R/T REFI FULL 350000 358 84.9
23354632 250590.1 250429.1 PURCH FULL 264000 358 94.9
23354673 268950.25 268749.25 PURCH FULL 340000 358 79.9
23354723 542076.79 541651.03 PURCH FULL 723500 358 74.9
23354913 379488.34 379488.34 PURCH FULL 508000 358 79.9
23355001 299771.72 299542.04 PURCH FULL 414000 358 73.1
23355456 299481.95 299481.95 PURCH FULL 500000 358 60.0
23355498 248628.77 248456.42 R/T REFI FULL 311000 358 79.9
23355530 393758.74 393758.74 C/O REFI FULL 550000 357 71.6
23355647 236791.16 236791.16 PURCH FULL 297000 357 79.8
23355696 259437.37 259437.37 PURCH FULL 294000 357 89.8
23355803 375467.53 375467.53 PURCH FULL 477000 358 79.9
23355878 269818.83 269636.45 PURCH FULL 355000 358 89.9
23356082 310811.59 310621.84 PURCH FULL 366000 358 84.9
23356124 257615.84 257615.84 PURCH FULL 324000 358 79.9
23356447 251575.35 251575.35 PURCH FULL 318500 358 79.9
23356660 391194.58 390887.32 PURCH FULL 455000 358 89.9
23356777 243809.65 243618.15 PURCH FULL 305000 358 79.9
23356835 299477.58 299253.76 PURCH FULL 380000 358 79.7
23356918 327473.84 327208.42 PURCH FULL 412000 358 79.9
23356934 569172.27 569172.27 R/T REFI FULL 1500000 358 37.9
23356975 225815.6 225815.6 PURCH FULL 286000 358 79.9
23357015 260067.43 260265.03 PURCH FULL 296000 358 89.7
23357031 255454.43 255454.43 PURCH FULL 320000 357 79.8
23357072 342929.56 342644.66 R/T REFI FULL 458000 357 74.9
23357148 210716.63 210554.68 PURCH FULL 267500 358 79.9
23357189 257318.25 257135.33 PURCH FULL 287000 358 89.9
23357353 267559.34 267559.34 PURCH FULL 335000 358 79.9
23357411 265473.51 265473.51 R/T REFI FULL 340000 358 78.1
23357486 511997.5 511997.5 PURCH FULL 641000 358 79.9
23357502 299423.59 299186.08 PURCH FULL 477000 357 62.8
23357551 304055.99 303860.64 PURCH FULL 345000 358 89.9
23357569 247149.49 247149.49 PURCH FULL 275000 358 89.9
23357577 294738.03 294738.03 PURCH FULL 370000 358 79.9
23357643 250417.14 250417.14 PURCH FULL 314000 358 79.9
23357684 319251.43 319051.48 PURCH FULL 400000 358 79.9
23357734 255619.31 255436.16 PURCH FULL 320000 358 79.9
23357965 394381.86 394381.86 PURCH FULL 808000 358 49.6
23357973 294132.61 294132.61 PURCH FULL 315000 358 94.9
23357981 309502.72 309251.86 C/O REFI FULL 635000 357 48.7
23357999 219913.77 219913.77 PURCH FULL 276000 358 79.9
23358013 337573.34 337573.34 PURCH FULL 376000 359 89.9
23358047 271444.54 271444.54 PURCH FULL 303000 358 89.9
23358070 250158.8 249976.45 PURCH FULL 316000 358 79.9
23358112 280591.93 280591.93 C/O REFI FULL 430000 358 65.3
23358161 417922.09 417922.09 PURCH FULL 470000 358 89.3
23358179 269227.7 269227.7 PURCH FULL 345000 358 79.9
23358203 427682.36 427362.73 PURCH FULL 535000 358 79.9
23358443 285093.5 284885.69 PURCH FULL 317500 358 89.9
23358534 196634.07 196634.07 PURCH FULL 248000 358 79.9
23358633 321645.6 321645.6 PURCH FULL 428000 357 79.8
23360100 291543.04 291543.04 PURCH FULL 365000 358 79.9
23360357 431195.45 430888.93 R/T REFI FULL 611000 358 70.6
23360464 303750.81 303500.17 R/T REFI FULL 650000 358 46.7
23360506 188454.62 188454.62 PURCH FULL 249000 358 79.9
23360522 312060.87 312060.87 PURCH FULL 332000 358 94.9
23360571 294560.75 294560.75 PURCH FULL 355000 358 84.6
23360647 243679.68 243679.68 PURCH FULL 305000 358 79.9
23360670 265686.45 265686.45 PURCH FULL 333000 358 79.9
23360696 299635.21 299635.21 PURCH FULL 330000 358 93.6
23360746 197445.84 197290.75 PURCH FULL 251000 358 79.9
23360779 272972.14 272972.14 PURCH FULL 288000 358 94.8
23360878 206717.86 206717.86 PURCH FULL 264000 358 79.9
23361082 259593.12 259593.12 C/O REFI FULL 350000 358 74.2
23361124 373729.31 373456.9 PURCH FULL 475000 358 79.9
23361215 249410.07 249218.97 PURCH FULL 315000 358 79.9
23361314 281800.96 281600.63 R/T REFI FULL 386000 358 73.0
23361330 167362.65 167362.65 PURCH FULL 209500 358 79.9
23369689 534162.76 534162.76 PURCH FULL 670000 358 79.8
23409410 256500 256500 PURCH FULL 285000 360 90.0
26810747 293143.74 292936.43 R/T REFI FULL 495000 359 59.2
27122183 259724.28 259493.29 PURCH FULL 327000 354 79.7
27626688 288305.45 288305.45 PURCH FULL 365000 359 79.9
27735802 646204.47 646756.2 R/T REFI REDUCED 975000 354 66.3
27796986 565547.38 565547.38 PURCH REDUCED 825000 359 69.9
27879204 379724.96 379448.18 PURCH REDUCED 475000 358 79.9
27889963 399687.96 399687.96 R/T REFI FULL 500000 359 79.9
27987544 251817.6 251634.04 PURCH REDUCED 345000 358 79.9
28051266 327756.57 327756.57 PURCH FULL 410000 359 79.9
28052991 478678.59 478355.04 PURCH REDUCED 599000 358 79.9
28068773 319616.67 319616.67 PURCH REDUCED 725095 359 46.9
28092815 296035.58 295819.8 C/O REFI FULL 395000 358 74.9
28097921 291799.04 291596.76 PURCH FULL 365000 358 79.9
28126951 259792.08 259792.08 PURCH REDUCED 327000 359 79.9
28148104 258198.42 258198.42 PURCH FULL 323000 359 79.9
28148344 273222.18 273222.18 PURCH REDUCED 345000 358 79.9
28160414 349752.97 349504.34 PURCH FULL 500000 358 70.0
28170785 105927.05 105853.62 PURCH FULL 135000 358 79.9
28200558 297384.6 297167.83 PURCH REDUCED 372000 358 79.9
28221760 263808.92 263616.63 PURCH REDUCED 330000 358 79.9
28222578 546093.34 545724.23 PURCH FULL 685000 358 79.9
28227056 599200 598720.82 PURCH REDUCED 800000 359 79.9
28230985 451711.77 451421.56 PURCH REDUCED 570000 358 79.9
28244937 332309.31 332309.31 PURCH REDUCED 375000 359 89.9
28248896 345050.07 345050.07 PURCH REDUCED 385000 359 89.9
28263119 444000 443694.44 PURCH FULL 565000 359 80.0
28263531 261400.94 261400.94 PURCH REDUCED 330000 359 79.9
28265031 471314.59 471314.59 PURCH REDUCED 590000 358 79.9
28266138 260000 259802.16 PURCH FULL 330000 359 80.0
28269439 337261.79 337022.04 PURCH FULL 390000 358 87.6
28273522 287629.09 287629.09 PURCH REDUCED 330000 359 89.9
28279651 245897.06 245743.06 PURCH REDUCED 265000 358 94.9
28283927 256000 255795.28 PURCH FULL 336000 359 80.0
28284040 277224.2 277022.13 PURCH FULL 390000 358 74.9
28286706 291989.02 291772.24 R/T REFI FULL 365000 359 80.0
28288678 388000 387266.4 PURCH REDUCED 485000 239 80.0
28289890 223837.87 223837.87 PURCH REDUCED 280000 359 79.9
28291557 361800 361551 PURCH FULL 402000 359 90.0
28292639 650000 649480.2 R/T REFI FULL 1820000 359 35.7
28296994 335000 334763.55 R/T REFI FULL 995000 359 33.7
28299626 298475.48 298475.48 R/T REFI FULL 375000 360 79.6
28302743 260526.5 260526.5 PURCH REDUCED 326000 359 79.9
28303949 300000 299777.35 PURCH REDUCED 380000 359 80.0
28306579 465500 465171.45 C/O REFI FULL 665000 359 70.0
28309995 264808.19 264808.19 PURCH REDUCED 348000 359 76.8
28315513 343502.45 343502.45 R/T REFI REDUCED 453000 358 75.8
28316016 249487.17 249487.17 PURCH FULL 266000 358 94.9
28318061 496546.62 496144.93 PURCH REDUCED 650000 359 76.4
28318178 274701.03 274500.8 R/T REFI REDUCED 600000 358 45.8
28325496 328500 328279.58 PURCH FULL 385000 359 90.0
28326114 299598.97 299598.97 R/T REFI FULL 415000 359 72.2
28326882 473630.23 473630.23 PURCH FULL 600000 359 79.9
28331411 420000 419655.73 PURCH FULL 526500 359 80.0
28332468 355735.79 355735.79 R/T REFI REDUCED 545000 359 65.3
28333011 525000 524610.37 R/T REFI REDUCED 768500 359 68.3
28338093 132000 130903.85 PURCH REDUCED 435000 359 30.8
28341527 271614.8 271614.8 C/O REFI REDUCED 438000 358 62.0
28343069 428000 427690.22 R/T REFI REDUCED 535000 359 80.0
28346294 370000 369757.97 PURCH FULL 570000 359 64.9
28353696 201610.26 201610.26 PURCH FULL 261000 359 79.9
28355345 330000 329772.9 C/O REFI FULL 555000 359 59.5
28355865 385900 385627.63 PURCH REDUCED 495000 359 80.0
28360170 324000 324000 PURCH REDUCED 364000 360 90.0
28366474 288000 287786.26 PURCH REDUCED 361000 359 80.0
28375806 365000 364755.08 PURCH FULL 462000 359 79.9
28377828 323200 322971.88 R/T REFI REDUCED 404000 359 80.0
28378503 391730.22 391730.22 PURCH REDUCED 490000 359 79.9
28383206 367863.04 367863.04 R/T REFI FULL 465000 360 79.1
28383651 322278.06 322278.06 C/O REFI REDUCED 430000 359 74.9
28383719 305000 304784.73 C/O REFI FULL 500000 359 61.0
28384832 650000 650000 R/T REFI FULL 890000 360 73.0
28386084 278000 277818.14 PURCH FULL 348000 359 80.0
28390268 388111.75 388111.75 C/O REFI REDUCED 700000 359 55.4
28399780 418888.89 418888.89 PURCH REDUCED 524000 359 79.9
28400935 293000 292793.2 PURCH REDUCED 333000 359 88.8
28401503 438000 437706.11 PURCH FULL 685000 359 64.6
28406742 296000 296000 R/T REFI REDUCED 370000 360 80.0
28412716 265600 265417.21 PURCH FULL 340000 359 80.0
28422343 366400 366106.99 PURCH FULL 461000 359 80.0
Loan Count 586
Sch UPB $193,236,575.99
WAC 7.584
WAM 358
</TABLE>
<PAGE>
EXHIBIT D-3
BANA MORTGAGE LOAN SCHEDULE
<TABLE>
Bank of America, NA
Settlement 09/23/1999 Loan Schedule
<CAPTION>
Loan# ST Zip Occ Prop Term OLTV Int Rate FPayDT MatDT PANDI PTDate Orig Bal
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6001080453 FL 33139 Primary Condo 360 88.9 7.875 8/1/1999 7/1/2029 2900.28 9/1/1999 400000
6002744024 CA 90049 Primary SFR 360 65.5 7.500 9/1/1999 8/1/2029 3985.53 9/1/1999 570000
6007720631 CA 94583 Primary PUD 360 80.0 7.875 9/1/1999 8/1/2029 2436.24 9/1/1999 336000
6008197540 CA 94583 Primary PUD 360 80.0 7.750 9/1/1999 8/1/2029 2493.12 9/1/1999 348000
6013027468 CA 95135 Primary SFR 360 80.0 7.500 9/1/1999 8/1/2029 2432.57 9/1/1999 347900
6017277093 CA 94306 Primary SFR 360 57.2 7.875 9/1/1999 8/1/2029 2283.97 9/1/1999 315000
6018290301 CA 90731 Primary SFR 360 80.0 7.500 9/1/1999 8/1/2029 2936.71 9/1/1999 420000
6018432713 CA 94952 Primary SFR 360 77.6 8.000 10/1/1999 9/1/2029 2731.81 9/1/1999 372300
6019855755 CA 94065 Primary PUD 360 69.9 7.875 8/1/1999 7/1/2029 4712.96 9/1/1999 650000
6021176810 CA 95120 Primary SFR 360 51.2 7.500 9/1/1999 8/1/2029 2971.67 9/1/1999 425000
6021697781 CA 95035 Primary SFR 360 95.0 8.250 9/1/1999 8/1/2029 1919.49 9/1/1999 255500
6031409490 GA 31404 Primary PUD 360 90.0 7.250 9/1/1999 8/1/2029 2854.91 9/1/1999 418500
6032070739 TX 75204 Primary PUD 360 80.0 7.875 9/1/1999 8/1/2029 2407.24 9/1/1999 332000
6046985922 CA 94941 Primary SFR 360 56.4 7.625 9/1/1999 8/1/2029 2470.21 9/1/1999 349000
6049861195 CA 94901 Primary SFR 360 78.2 7.875 9/1/1999 8/1/2029 2022.95 9/1/1999 279000
6051806757 CA 95037 Primary PUD 360 80.0 8.000 9/1/1999 8/1/2029 3228.57 9/1/1999 440000
6052235147 MA 2446 Primary SFR 360 58.7 7.250 9/1/1999 8/1/2029 1916.92 9/1/1999 281000
6057026012 CA 91011 Primary SFR 360 62.9 7.500 9/1/1999 8/1/2029 3607.95 9/1/1999 516000
6060024673 CA 90274 Primary SFR 360 69.5 7.750 9/1/1999 8/1/2029 3223.86 9/1/1999 450000
6064894519 CA 95003 Primary SFR 360 80.0 7.500 9/1/1999 8/1/2029 3579.98 9/1/1999 512000
6083632189 MA 2458 Primary SFR 360 84.7 8.125 8/1/1999 7/1/2029 2969.99 9/1/1999 400000
6085788773 WA 98177 Primary SFR 360 80.0 7.500 9/1/1999 8/1/2029 1817.96 9/1/1999 260000
6086332050 CA 95033 Primary SFR 360 61.9 7.750 9/1/1999 8/1/2029 2328.35 9/1/1999 325000
6087550320 CA 94566 Primary PUD 360 80.0 7.875 8/1/1999 7/1/2029 4507.04 9/1/1999 621600
6088517203 WA 98033 Primary SFR 360 90.0 7.875 8/1/1999 7/1/2029 1879.38 9/1/1999 259200
6091900198 TX 75208 Primary SFR 360 90.0 7.375 8/1/1999 7/1/2029 2331.03 9/1/1999 337500
6095502396 CA 90266 Primary SFR 360 55.7 7.875 9/1/1999 8/1/2029 2827.78 9/1/1999 390000
6096508244 CA 92646 Primary SFR 360 80.0 7.625 9/1/1999 8/1/2029 1885.57 9/1/1999 266400
6097781428 MA 1778 Primary SFR 360 80.0 7.875 9/1/1999 8/1/2029 2067.9 9/1/1999 285200
6099650126 CA 94116 Primary SFR 360 80.0 8.000 9/1/1999 8/1/2029 2221.84 9/1/1999 302800
6102170179 CA 94585 Primary SFR 360 69.2 7.750 10/1/1999 9/1/2029 3223.86 9/1/1999 450000
6114424218 MA 2114 Primary Condo 360 70.0 7.875 8/1/1999 7/1/2029 3045.3 9/1/1999 420000
6114994913 CA 94563 Primary SFR 360 66.0 8.250 8/1/1999 7/1/2029 2629.44 9/1/1999 350000
6117059029 CA 94087 Primary 4-Family 360 80.0 7.875 9/1/1999 8/1/2029 3451.34 9/1/1999 476000
6118278982 TX 76092 Primary SFR 360 80.0 7.875 9/1/1999 8/1/2029 2842.28 9/1/1999 392000
6121051400 CA 94583 Primary PUD 360 70.0 7.875 9/1/1999 8/1/2029 2639.26 9/1/1999 364000
6123903160 CA 94070 Primary SFR 360 69.3 7.625 9/1/1999 8/1/2029 2576.37 9/1/1999 364000
6137165772 CA 92660 Primary Condo 360 56.9 7.625 9/1/1999 8/1/2029 2335.72 9/1/1999 330000
6138841926 CA 95376 Primary SFR 360 80.0 7.875 8/1/1999 7/1/2029 2001.2 9/1/1999 276000
6143145776 CA 95126 Primary SFR 360 95.0 7.875 8/1/1999 7/1/2029 2066.45 9/1/1999 285000
6144114557 CA 90274 Primary SFR 360 73.0 7.875 9/1/1999 8/1/2029 3755.86 9/1/1999 518000
6146498198 TX 75035 Primary PUD 360 80.0 8.125 9/1/1999 8/1/2029 991.98 9/1/1999 133600
6147337015 CA 90275 Primary SFR 360 80.0 7.750 9/1/1999 8/1/2029 1862.68 9/1/1999 260000
6153639916 CA 94602 Primary SFR 360 80.0 7.750 9/1/1999 8/1/2029 1948.65 9/1/1999 272000
6153870727 CA 95014 Investor SFR 360 59.7 7.875 8/1/1999 7/1/2029 2175.21 9/1/1999 300000
6157786317 TX 78258 Primary PUD 360 50.4 7.875 10/1/1999 9/1/2029 2537.75 9/1/1999 350000
6159577318 CA 91202 Primary SFR 360 80.0 7.625 9/1/1999 8/1/2029 2485.78 9/1/1999 351200
6160114192 CA 92672 Primary PUD 360 70.0 7.875 8/1/1999 7/1/2029 2309.35 9/1/1999 318500
6163952986 NY 10707 Primary SFR 360 89.9 8.125 10/1/1999 9/1/2029 2116.12 9/1/1999 285000
6163987008 CA 92116 Primary SFR 360 90.0 8.250 10/1/1999 9/1/2029 2426.6 9/1/1999 323000
6167806550 CA 90266 Primary SFR 360 70.0 8.125 9/1/1999 8/1/2029 2053.01 9/1/1999 276500
6169150379 CA 95130 Primary SFR 360 80.0 7.875 8/1/1999 7/1/2029 2436.24 9/1/1999 336000
6169590491 CA 90212 Primary Condo 360 75.0 7.750 10/1/1999 9/1/2029 2202.97 9/1/1999 307500
6169703987 MA 1950 Primary SFR 360 88.2 8.500 9/1/1999 8/1/2029 2306.75 9/1/1999 300000
6177376735 CT 6903 Primary SFR 360 80.0 7.750 9/1/1999 8/1/2029 2407.15 9/1/1999 336000
6182438892 CA 94121 Primary SFR 360 90.0 7.625 9/1/1999 8/1/2029 2611.06 9/1/1999 368900
6183620779 TX 78734 Primary SFR 360 65.0 7.625 9/1/1999 8/1/2029 3680.53 9/1/1999 520000
6187089823 CO 80125 Primary SFR 360 75.6 8.750 9/1/1999 8/1/2029 2588.25 9/1/1999 329000
6188088667 CA 94526 Primary SFR 360 58.3 8.000 9/1/1999 8/1/2029 2568.18 9/1/1999 350000
6190559713 VA 22307 Primary SFR 360 61.1 8.000 8/1/1999 7/1/2029 2017.86 9/1/1999 275000
6195020042 CA 94065 Primary Condo 360 72.7 7.500 9/1/1999 8/1/2029 1854.32 9/1/1999 265200
6195463358 CA 95124 Primary SFR 360 80.0 7.875 9/1/1999 8/1/2029 2726.27 9/1/1999 376000
6197209072 CA 90036 Primary 2-Family 360 79.5 7.625 9/1/1999 8/1/2029 4558.2 9/1/1999 644000
6206004522 CA 94708 Primary SFR 360 80.0 7.875 9/1/1999 8/1/2029 3625.35 9/1/1999 500000
6212769506 MD 20815 Primary SFR 360 80.0 8.000 8/1/1999 7/1/2029 3225.63 9/1/1999 439600
6213252312 CA 92024 Primary SFR 360 92.9 7.875 9/1/1999 8/1/2029 2175.21 9/1/1999 300000
6217695524 NJ 8540 Primary PUD 360 88.2 8.250 9/1/1999 8/1/2029 1984.1 9/1/1999 264100
6218955117 CA 94596 Secondary PUD 360 70.0 7.875 9/1/1999 8/1/2029 2388.02 9/1/1999 329350
6221439414 MN 55347 Primary SFR 360 80.0 7.375 9/1/1999 8/1/2029 2154.91 9/1/1999 312000
6226655220 NJ 7446 Primary SFR 360 90.0 7.750 9/1/1999 8/1/2029 2127.75 9/1/1999 297000
6229586059 WA 98045 Primary SFR 360 90.0 7.750 9/1/1999 8/1/2029 1791.34 9/1/1999 250042
6230898097 CA 94061 Primary SFR 360 80.0 8.000 9/1/1999 8/1/2029 2113.25 9/1/1999 288000
6235124614 CA 92210 Primary PUD 360 80.0 7.375 9/1/1999 8/1/2029 1869.66 9/1/1999 270700
6238472176 CA 90291 Primary SFR 360 66.5 7.000 9/1/1999 8/1/2029 1858.86 9/1/1999 279400
6240721164 TX 77381 Primary PUD 360 90.0 7.875 9/1/1999 8/1/2029 2153.46 9/1/1999 297000
6241871505 CA 92648 Primary SFR 360 75.0 7.375 9/1/1999 8/1/2029 2497.49 9/1/1999 361600
6241948220 CA 94122 Primary SFR 360 80.0 7.625 9/1/1999 8/1/2029 3567.29 9/1/1999 504000
6243844021 MA 1760 Primary SFR 360 80.0 8.000 9/1/1999 8/1/2029 3046.6 9/1/1999 415200
6244556699 CA 92672 Primary SFR 360 80.0 7.500 9/1/1999 8/1/2029 4223.26 9/1/1999 604000
6248177005 CA 94526 Primary PUD 360 80.0 7.625 9/1/1999 8/1/2029 2916.12 9/1/1999 412000
6250876007 VA 20165 Primary PUD 360 80.0 7.875 9/1/1999 8/1/2029 3555.75 9/1/1999 490400
6256749406 CA 91361 Primary SFR 360 80.0 7.625 9/1/1999 8/1/2029 2519.75 9/1/1999 356000
6257333002 CA 94123 Primary SFR 360 80.0 7.625 9/1/1999 8/1/2029 3963.65 9/1/1999 560000
6258260840 CA 94114 Primary SFR 360 74.9 7.875 8/1/1999 7/1/2029 2356.48 9/1/1999 325000
6258488540 CA 94595 Primary SFR 360 80.0 7.625 9/1/1999 8/1/2029 3170.92 9/1/1999 448000
6260063299 CA 92646 Primary PUD 360 80.0 7.000 8/1/1999 7/1/2029 3432.97 9/1/1999 516000
6260450181 CA 92264 Primary SFR 360 83.6 7.500 9/1/1999 8/1/2029 1957.81 9/1/1999 280000
6261769985 NJ 7605 Primary SFR 360 80.0 8.125 8/1/1999 7/1/2029 2732.39 9/1/1999 368000
6261891342 CA 95864 Primary SFR 360 77.6 7.375 9/1/1999 8/1/2029 2624.57 9/1/1999 380000
6266382214 CA 91941 Primary SFR 360 60.0 7.250 9/1/1999 8/1/2029 2558.17 9/1/1999 375000
6267629209 NY 10708 Primary SFR 360 80.0 8.125 9/1/1999 8/1/2029 2197.8 9/1/1999 296000
6269025745 CA 92705 Primary SFR 360 75.0 7.500 9/1/1999 8/1/2029 2721.7 9/1/1999 389250
6269837883 CA 92869 Primary PUD 360 79.8 7.500 9/1/1999 8/1/2029 2482.22 9/1/1999 355000
6272273332 CA 94536 Primary PUD 360 89.9 8.250 9/1/1999 8/1/2029 2328.93 9/1/1999 310000
6274347134 CA 92037 Primary SFR 360 52.8 7.250 9/1/1999 8/1/2029 3001.58 9/1/1999 440000
6275715834 CA 94014 Primary SFR 360 74.2 7.500 9/1/1999 8/1/2029 1867.61 9/1/1999 267100
6278666711 CA 92677 Primary PUD 360 58.8 7.250 9/1/1999 8/1/2029 1725.91 9/1/1999 253000
6284684369 NY 11354 Primary SFR 360 73.0 7.750 9/1/1999 8/1/2029 1934.32 9/1/1999 270000
6286028987 DC 20007 Primary SFR 360 95.0 8.500 9/1/1999 8/1/2029 2176.8 9/1/1999 283100
6289717404 NY 10069 Primary Condo 360 80.0 7.875 8/1/1999 7/1/2029 2407.24 9/1/1999 332000
6294402190 CA 95014 Primary SFR 360 57.0 7.375 9/1/1999 8/1/2029 3287.62 9/1/1999 476000
6296241935 CA 94403 Primary SFR 360 80.0 8.000 9/1/1999 8/1/2029 2047.94 9/1/1999 279100
6299992112 FL 33175 Primary SFR 360 80.0 8.000 9/1/1999 8/1/2029 3287.27 9/1/1999 448000
6302953234 CA 92025 Primary PUD 360 80.0 7.625 9/1/1999 8/1/2029 2462.42 9/1/1999 347900
6302969644 CA 94618 Primary 4-Family 360 56.3 8.000 9/1/1999 8/1/2029 4255.84 9/1/1999 580000
6304334409 CA 92708 Primary SFR 360 90.0 7.625 9/1/1999 8/1/2029 1745.42 9/1/1999 246600
6308011383 GA 30114 Primary SFR 360 80.0 7.750 9/1/1999 8/1/2029 1828.29 9/1/1999 255200
6310730012 CA 90290 Primary SFR 360 80.0 7.500 9/1/1999 8/1/2029 3915.61 9/1/1999 560000
6315384773 CA 92131 Primary SFR 360 90.0 7.875 9/1/1999 8/1/2029 2218.72 9/1/1999 306000
6320990051 WA 98335 Primary PUD 360 80.0 7.500 9/1/1999 8/1/2029 1918.3 9/1/1999 274350
6323057791 CA 92614 Primary PUD 360 80.0 7.625 9/1/1999 8/1/2029 2163.02 9/1/1999 305600
6324396628 CA 93950 Primary SFR 360 80.0 7.750 9/1/1999 8/1/2029 2521.78 9/1/1999 352000
6325490651 VA 22182 Primary SFR 360 80.0 8.250 9/1/1999 8/1/2029 1664.81 9/1/1999 221600
6325862370 CA 94114 Primary SFR 360 39.1 7.875 8/1/1999 7/1/2029 3117.8 9/1/1999 430000
6329102575 CA 94610 Primary SFR 360 63.8 7.750 10/1/1999 9/1/2029 2149.24 9/1/1999 300000
6329283334 CA 91602 Primary SFR 360 80.0 7.500 9/1/1999 8/1/2029 2083.66 9/1/1999 298000
6330466878 CA 94041 Primary PUD 360 80.0 7.500 9/1/1999 8/1/2029 4101.6 9/1/1999 586600
6340916920 CA 95030 Primary SFR 360 45.5 7.250 9/1/1999 8/1/2029 4263.61 9/1/1999 625000
6348427649 CA 94904 Primary SFR 360 17.9 7.750 9/1/1999 8/1/2029 2149.24 9/1/1999 300000
6348706737 CA 95120 Primary SFR 360 80.0 7.250 9/1/1999 8/1/2029 2864.8 9/1/1999 419950
6353423509 CA 95062 Investor SFR 360 58.8 8.500 10/1/1999 9/1/2029 2191.41 9/1/1999 285000
6354561257 CA 94566 Primary SFR 360 92.3 7.875 8/1/1999 7/1/2029 2175.21 9/1/1999 300000
6357807129 CA 94901 Primary PUD 360 80.0 8.125 9/1/1999 8/1/2029 2613.6 9/1/1999 352000
6360249509 CA 92629 Primary PUD 360 64.4 7.625 9/1/1999 8/1/2029 3078.91 9/1/1999 435000
6366619473 MA 2081 Primary SFR 360 80.0 7.875 8/1/1999 7/1/2029 2273.82 9/1/1999 313600
6372760287 CA 92024 Primary PUD 360 81.0 7.875 8/1/1999 7/1/2029 2084.58 9/1/1999 287500
6374135157 ME 3911 Primary SFR 360 66.4 8.250 8/1/1999 7/1/2029 3493.39 9/1/1999 465000
6375139794 IL 60091 Primary SFR 360 75.7 7.500 9/1/1999 8/1/2029 4544.9 9/1/1999 650000
6375604433 CA 91902 Primary SFR 360 80.0 8.000 10/1/1999 9/1/2029 1907.79 9/1/1999 260000
6375969786 WA 98333 Secondary PUD 360 80.0 7.750 9/1/1999 8/1/2029 2791.15 9/1/1999 389600
6380614351 TX 75034 Primary SFR 360 80.0 7.875 9/1/1999 8/1/2029 1798.18 9/1/1999 248000
6388016831 CA 94015 Primary SFR 360 80.0 7.750 9/1/1999 8/1/2029 1960.11 9/1/1999 273600
6389161354 WA 98382 Primary SFR 360 90.0 6.875 9/1/1999 8/1/2029 2299.91 9/1/1999 350100
6390460092 NJ 8057 Primary PUD 360 68.7 7.750 8/1/1999 7/1/2029 1820.41 9/1/1999 254100
6393541039 AZ 85259 Primary PUD 360 74.5 7.875 8/1/1999 7/1/2029 2175.21 9/1/1999 300000
6395992412 CA 95060 Primary SFR 360 62.0 7.250 9/1/1999 8/1/2029 2578.63 9/1/1999 378000
6396930270 CA 94550 Primary SFR 360 47.8 7.625 9/1/1999 8/1/2029 1946.44 9/1/1999 275000
6398977014 CA 93021 Primary PUD 360 80.0 7.625 9/1/1999 8/1/2029 2548.06 9/1/1999 360000
6401992489 CA 91006 Primary SFR 360 74.8 7.875 9/1/1999 8/1/2029 3407.83 9/1/1999 470000
6405153864 CA 94070 Primary SFR 360 62.8 8.250 9/1/1999 8/1/2029 3395.73 9/1/1999 452000
6406366176 MA 2043 Primary SFR 360 53.6 7.250 9/1/1999 8/1/2029 1773.66 9/1/1999 260000
6411261958 CA 95630 Primary SFR 360 80.0 7.750 9/1/1999 8/1/2029 2808.34 9/1/1999 392000
6412972165 VA 22101 Primary SFR 360 57.1 7.000 9/1/1999 8/1/2029 2661.22 9/1/1999 400000
6417941751 IL 60504 Primary PUD 360 50.8 7.500 8/1/1999 7/1/2029 2307.41 9/1/1999 330000
6423918751 CA 92867 Primary PUD 360 80.0 8.125 10/1/1999 9/1/2029 4603.49 9/1/1999 620000
6428096579 CA 94583 Primary PUD 360 58.9 7.625 9/1/1999 8/1/2029 2123.39 9/1/1999 300000
6428278425 CA 92064 Primary PUD 360 77.8 7.500 9/1/1999 8/1/2029 4544.9 9/1/1999 650000
6430049061 CA 95132 Primary SFR 360 80.0 7.875 10/1/1999 9/1/2029 2256.42 9/1/1999 311200
6430582228 CA 91107 Primary SFR 360 80.0 7.625 9/1/1999 8/1/2029 2395.18 9/1/1999 338400
6431016846 CA 94583 Primary PUD 360 80.0 7.500 9/1/1999 8/1/2029 3474.05 9/1/1999 496850
6432833975 TX 78248 Primary PUD 360 80.0 7.500 9/1/1999 8/1/2029 2237.49 9/1/1999 320000
6433959498 TX 77024 Primary SFR 360 79.9 7.625 9/1/1999 8/1/2029 2024.29 9/1/1999 286000
6434229792 CA 94122 Primary SFR 360 80.0 7.875 9/1/1999 8/1/2029 2099.81 9/1/1999 289600
6447708022 CA 94707 Primary SFR 360 68.3 7.875 9/1/1999 8/1/2029 3119.25 9/1/1999 430200
6450125932 NY 11977 Primary SFR 360 75.0 8.125 10/1/1999 9/1/2029 3898.12 9/1/1999 525000
6451921925 CT 6430 Primary SFR 360 75.0 8.125 9/1/1999 8/1/2029 1865.53 9/1/1999 251250
6455772670 CA 94563 Primary SFR 360 80.0 7.750 9/1/1999 8/1/2029 3238.19 9/1/1999 452000
6456053179 CA 94587 Primary PUD 360 80.0 7.750 9/1/1999 8/1/2029 2576.22 9/1/1999 359600
6456809885 WA 98272 Primary SFR 360 90.0 8.500 9/1/1999 8/1/2029 1979.19 9/1/1999 257400
6457961362 NY 10709 Primary SFR 360 80.0 7.625 9/1/1999 8/1/2029 3447.67 9/1/1999 487100
6459361538 WA 98004 Primary SFR 360 34.6 7.625 9/1/1999 8/1/2029 3425.73 9/1/1999 484000
6462872539 CA 95132 Primary SFR 360 80.0 8.250 9/1/1999 8/1/2029 2787.2 9/1/1999 371000
6464372892 CA 94619 Primary SFR 360 68.9 7.750 9/1/1999 8/1/2029 2220.88 9/1/1999 310000
6464840534 CA 94705 Primary SFR 360 64.8 7.000 9/1/1999 8/1/2029 3559.37 9/1/1999 535000
6470112910 CA 91320 Primary PUD 360 76.0 7.750 9/1/1999 8/1/2029 2994.61 9/1/1999 418000
6479902014 CA 95035 Primary SFR 360 65.0 7.625 9/1/1999 8/1/2029 1967.67 9/1/1999 278000
6484533275 CA 94530 Primary SFR 360 80.0 7.875 9/1/1999 8/1/2029 2465.24 9/1/1999 340000
6489805249 CA 91350 Primary SFR 360 71.4 7.625 9/1/1999 8/1/2029 1769.49 9/1/1999 250000
6492752644 CA 94103 Primary Condo 360 80.0 7.750 9/1/1999 8/1/2029 2361.3 9/1/1999 329600
6493665795 CA 95037 Primary SFR 360 80.0 8.000 9/1/1999 8/1/2029 3316.62 9/1/1999 452000
6495881523 CA 95122 Primary SFR 360 95.0 7.875 8/1/1999 7/1/2029 1839.14 9/1/1999 253650
6502832758 CA 91103 Primary SFR 360 90.0 7.500 9/1/1999 8/1/2029 2705.97 9/1/1999 387000
6503652718 CA 94025 Primary SFR 360 80.0 7.750 10/1/1999 9/1/2029 3284.04 9/1/1999 458400
6504706786 CA 96161 Secondary PUD 360 57.4 7.875 8/1/1999 7/1/2029 2936.54 9/1/1999 405000
6514348801 CA 94536 Primary SFR 360 95.0 8.375 9/1/1999 8/1/2029 2021.8 9/1/1999 266000
6514374583 CA 92627 Primary 2-Family 360 85.0 8.125 8/1/1999 7/1/2029 2335.16 9/1/1999 314500
6516592604 CA 95124 Primary SFR 360 61.1 7.625 9/1/1999 8/1/2029 1902.91 9/1/1999 268850
6522881561 CA 92009 Primary PUD 360 55.9 7.500 9/1/1999 8/1/2029 2796.86 9/1/1999 400000
6524370514 CA 96146 Secondary SFR 360 69.6 7.625 9/1/1999 8/1/2029 2215.4 9/1/1999 313000
6525075955 CA 93907 Primary PUD 360 80.0 7.250 9/1/1999 8/1/2029 1795.49 9/1/1999 263200
6525582232 TX 78703 Primary SFR 360 77.5 7.500 9/1/1999 8/1/2029 1842.13 9/1/1999 263457
6526184335 FL 32082 Primary PUD 360 67.3 7.875 8/1/1999 7/1/2029 2682.76 9/1/1999 370000
6527890963 CA 90505 Primary SFR 360 80.0 7.625 9/1/1999 8/1/2029 1882.74 9/1/1999 266000
6528232967 OR 97006 Primary PUD 360 65.3 7.875 8/1/1999 7/1/2029 1979.44 9/1/1999 273000
6529762251 CA 95746 Primary PUD 360 75.9 8.125 9/1/1999 8/1/2029 4142.03 9/1/1999 557850
6530251567 CA 94583 Primary PUD 360 66.7 7.750 9/1/1999 8/1/2029 2507.45 9/1/1999 350000
6530743092 CA 90064 Primary SFR 360 80.0 8.000 9/1/1999 8/1/2029 2010.52 9/1/1999 274000
6532951354 CA 90049 Primary Condo 360 77.8 7.625 9/1/1999 8/1/2029 2747.66 9/1/1999 388200
6537185214 CA 94583 Primary PUD 360 80.0 7.875 8/1/1999 7/1/2029 2273.82 9/1/1999 313600
6541388572 CA 95008 Primary SFR 360 80.0 7.875 9/1/1999 8/1/2029 2436.24 9/1/1999 336000
6542781965 OR 97060 Primary SFR 360 95.0 8.125 8/1/1999 7/1/2029 2115.75 9/1/1999 284950
6552132935 CA 95675 Primary SFR 360 80.0 7.625 9/1/1999 8/1/2029 2076.67 9/1/1999 293400
6556348073 CA 94066 Primary SFR 360 77.8 8.125 9/1/1999 8/1/2029 2598.75 9/1/1999 350000
6561935807 CA 92587 Primary PUD 360 79.6 7.875 9/1/1999 8/1/2029 3117.8 9/1/1999 430000
6565336986 CA 94707 Primary SFR 360 80.0 7.875 8/1/1999 7/1/2029 3706.56 9/1/1999 511200
6565689277 CA 95136 Primary SFR 360 72.9 7.250 9/1/1999 8/1/2029 1835.06 9/1/1999 269000
6570444254 CA 94555 Primary PUD 360 80.0 7.875 8/1/1999 7/1/2029 2015.7 9/1/1999 278000
6579950459 CA 91214 Primary SFR 360 65.9 7.500 9/1/1999 8/1/2029 1887.88 9/1/1999 270000
6582954837 CA 94131 Primary SFR 360 70.8 7.625 9/1/1999 8/1/2029 2831.18 9/1/1999 400000
6589385746 CA 94041 Primary PUD 360 80.0 7.750 9/1/1999 8/1/2029 3547.68 9/1/1999 495200
6594013846 CA 92020 Primary SFR 360 80.0 8.375 8/1/1999 7/1/2029 2493.04 9/1/1999 328000
6597875589 MI 48025 Primary SFR 360 80.0 7.750 9/1/1999 8/1/2029 2693.71 9/1/1999 376000
6605207262 CA 90056 Primary PUD 360 80.0 7.625 9/1/1999 8/1/2029 3454.04 9/1/1999 488000
6611554764 CA 94132 Primary SFR 360 80.0 8.125 8/1/1999 7/1/2029 3801.59 9/1/1999 512000
6613555298 OH 44233 Primary SFR 360 80.0 6.875 9/1/1999 8/1/2029 2406.99 9/1/1999 366400
6613624763 CA 95123 Primary SFR 360 65.5 7.875 8/1/1999 7/1/2029 2233.22 9/1/1999 308000
6618003880 CA 92646 Primary SFR 360 77.0 7.250 9/1/1999 8/1/2029 1944.21 9/1/1999 285000
6621486833 CA 92124 Primary SFR 360 80.0 7.375 9/1/1999 8/1/2029 1768.13 9/1/1999 256000
6623100267 CA 94536 Primary SFR 360 80.0 7.625 9/1/1999 8/1/2029 2264.94 9/1/1999 320000
6623806194 CA 91360 Primary SFR 360 90.0 7.875 9/1/1999 8/1/2029 2087.84 9/1/1999 287950
6626277583 CA 94403 Primary SFR 360 66.7 7.875 8/1/1999 7/1/2029 2175.21 9/1/1999 300000
6627144477 CA 92029 Primary PUD 360 80.0 7.875 8/1/1999 7/1/2029 2900.28 9/1/1999 400000
6628162833 CA 94132 Primary SFR 360 75.0 8.250 9/1/1999 8/1/2029 2524.26 9/1/1999 336000
6629306694 NJ 7030 Primary 2-Family 360 80.0 8.000 9/1/1999 8/1/2029 3792.1 9/1/1999 516800
6634317934 CA 95128 Primary SFR 360 80.0 7.750 9/1/1999 8/1/2029 1461.49 9/1/1999 204000
6643860171 CA 90065 Primary SFR 360 64.0 7.750 9/1/1999 8/1/2029 1970.14 9/1/1999 275000
6645084606 CA 94024 Primary SFR 360 41.0 7.875 9/1/1999 8/1/2029 3117.8 9/1/1999 430000
6645248383 CA 94555 Primary PUD 300 90.0 8.000 8/1/1999 7/1/2024 2500.69 9/1/1999 324000
6646551272 CA 94127 Primary SFR 360 67.9 8.125 9/1/1999 8/1/2029 1941.64 9/1/1999 261500
6646593571 CA 90405 Primary SFR 360 80.0 7.750 9/1/1999 8/1/2029 2407.15 9/1/1999 336000
6648206990 CA 95050 Primary SFR 360 89.9 7.875 9/1/1999 8/1/2029 1890.33 9/1/1999 260710
6648939525 CA 94947 Primary SFR 360 60.8 7.250 9/1/1999 8/1/2029 2114.75 9/1/1999 310000
6661910668 CA 94086 Primary SFR 360 80.0 7.875 9/1/1999 8/1/2029 2963.73 9/1/1999 408750
6670404935 CA 95037 Primary SFR 360 74.5 8.250 9/1/1999 8/1/2029 2043.45 9/1/1999 272000
6670971370 NJ 7040 Primary SFR 360 88.5 7.125 9/1/1999 8/1/2029 1819.04 9/1/1999 270000
6673510456 CA 91384 Primary SFR 360 95.0 7.750 9/1/1999 8/1/2029 1803.57 9/1/1999 251750
6673525074 NY 11375 Primary SFR 360 80.0 8.000 9/1/1999 8/1/2029 1937.14 9/1/1999 264000
6675784950 MA 1730 Primary SFR 360 80.0 7.625 9/1/1999 8/1/2029 2123.39 9/1/1999 300000
6676123836 CA 90740 Primary SFR 360 80.0 8.125 8/1/1999 7/1/2029 3160.07 9/1/1999 425600
6683584087 CT 6903 Primary SFR 360 71.4 7.125 9/1/1999 8/1/2029 3031.74 9/1/1999 450000
6683668385 CA 93111 Primary SFR 360 68.2 8.250 9/1/1999 8/1/2029 2178.68 9/1/1999 290000
6689503875 VA 20124 Primary PUD 360 80.0 8.250 9/1/1999 8/1/2029 2908.91 9/1/1999 387200
6700141986 CA 94014 Primary SFR 360 90.0 7.750 9/1/1999 8/1/2029 2185.78 9/1/1999 305100
6701895366 TX 77345 Primary PUD 360 80.0 7.250 8/1/1999 7/1/2029 1915.56 9/1/1999 280800
6710931244 CA 93065 Primary PUD 360 80.0 7.875 9/1/1999 8/1/2029 2784.27 9/1/1999 384000
6712264909 VA 20171 Primary PUD 360 71.1 7.250 9/1/1999 8/1/2029 2387.62 9/1/1999 350000
6714400980 CA 91360 Primary SFR 360 80.0 7.625 9/1/1999 8/1/2029 2117.72 9/1/1999 299200
6719351014 CA 94550 Primary SFR 360 75.8 7.250 9/1/1999 8/1/2029 3820.19 9/1/1999 560000
6724355588 NJ 7042 Primary SFR 360 80.0 7.750 9/1/1999 8/1/2029 2034.62 9/1/1999 284000
6725586140 CA 95204 Investor SFR 360 75.0 8.750 8/1/1999 7/1/2029 2560.72 9/1/1999 325500
6725907106 NJ 7010 Primary Condo 360 80.0 7.875 9/1/1999 8/1/2029 3248.32 9/1/1999 448000
6727054584 CA 94901 Primary SFR 360 50.0 7.375 9/1/1999 8/1/2029 1899.36 9/1/1999 275000
6731701139 HI 96701 Primary PUD 360 88.2 7.625 9/1/1999 8/1/2029 3185.08 9/1/1999 450000
6732194490 CA 94539 Primary SFR 360 47.5 7.500 10/1/1999 9/1/2029 1817.96 9/1/1999 260000
6736777225 MA 2138 Primary Condo 360 80.0 8.000 9/1/1999 8/1/2029 2406.75 9/1/1999 328000
6738028338 CA 92833 Primary SFR 360 80.0 8.000 8/1/1999 7/1/2029 2054.55 9/1/1999 280000
6739542980 MD 20815 Primary SFR 360 77.1 8.375 8/1/1999 7/1/2029 2227.02 9/1/1999 293000
6740152126 CA 92691 Primary PUD 360 80.0 7.875 9/1/1999 8/1/2029 2059.2 9/1/1999 284000
6740380198 CA 90703 Primary SFR 360 80.0 7.750 9/1/1999 8/1/2029 1919.99 9/1/1999 268000
6741058975 CA 94619 Primary SFR 360 80.0 7.500 9/1/1999 8/1/2029 1868.31 9/1/1999 267200
6741731415 CA 93117 Primary PUD 360 71.3 7.625 9/1/1999 8/1/2029 2526.83 9/1/1999 357000
6742537381 CA 95033 Primary SFR 360 80.0 7.375 10/1/1999 9/1/2029 3204.74 9/1/1999 464000
6742558700 OH 43065 Primary SFR 360 75.0 7.875 8/1/1999 7/1/2029 2882.16 9/1/1999 397500
6746566337 CA 94939 Primary SFR 360 63.9 7.375 9/1/1999 8/1/2029 3574.25 9/1/1999 517500
6749049778 CA 94550 Primary SFR 360 80.0 7.750 9/1/1999 8/1/2029 3728.93 9/1/1999 520500
6756278757 MA 2460 Primary SFR 360 80.0 7.750 9/1/1999 8/1/2029 3696.69 9/1/1999 516000
6756526536 CA 92780 Primary SFR 360 90.0 8.000 9/1/1999 8/1/2029 2430.23 9/1/1999 331200
6756766561 CA 94563 Primary SFR 360 80.0 7.750 9/1/1999 8/1/2029 3266.84 9/1/1999 456000
6759500926 IL 60653 Primary SFR 360 80.0 8.250 9/1/1999 8/1/2029 2374.01 9/1/1999 316000
6759626341 WA 98072 Primary PUD 360 80.0 7.750 9/1/1999 8/1/2029 2561.18 9/1/1999 357500
6760833365 TX 75229 Primary SFR 360 80.0 7.875 9/1/1999 8/1/2029 2256.42 9/1/1999 311200
6762678727 CA 92629 Primary PUD 360 89.7 7.875 8/1/1999 7/1/2029 2537.75 9/1/1999 350000
6762838883 NY 10804 Primary SFR 360 90.0 8.125 10/1/1999 9/1/2029 2071.57 9/1/1999 279000
6763527592 NY 11214 Primary SFR 360 84.1 8.375 8/1/1999 7/1/2029 2812.27 9/1/1999 370000
6764781834 CA 91311 Primary SFR 360 70.0 7.625 9/1/1999 8/1/2029 2229.56 9/1/1999 315000
6766208315 MA 2420 Primary SFR 360 90.0 8.250 9/1/1999 8/1/2029 2876.98 9/1/1999 382950
6769444685 CA 94552 Primary SFR 360 80.0 7.500 9/1/1999 8/1/2029 2215.12 9/1/1999 316800
6774874819 UT 84604 Primary SFR 360 63.8 7.875 9/1/1999 8/1/2029 3697.86 9/1/1999 510000
6777708394 CA 91311 Primary SFR 360 62.7 8.500 9/1/1999 8/1/2029 3613.9 9/1/1999 470000
6779693024 WA 98040 Primary SFR 360 20.7 7.625 9/1/1999 8/1/2029 3363.44 9/1/1999 475200
6782535121 CA 94611 Primary SFR 360 80.0 7.625 9/1/1999 8/1/2029 4127.86 9/1/1999 583200
6784019330 WA 98382 Primary SFR 360 75.0 7.875 8/1/1999 7/1/2029 2142.59 9/1/1999 295500
6787664322 CA 95003 Secondary SFR 360 78.8 8.000 9/1/1999 8/1/2029 1849.09 9/1/1999 252000
6790417346 CA 94587 Primary SFR 360 80.0 8.500 9/1/1999 8/1/2029 2614.31 9/1/1999 340000
6796721170 CA 94063 Primary SFR 360 80.0 8.000 8/1/1999 7/1/2029 2113.25 9/1/1999 288000
6797599278 CA 95014 Primary 2-Family 360 75.0 7.500 9/1/1999 8/1/2029 3712.83 9/1/1999 531000
6799024176 CA 94550 Primary 3-Family 360 90.0 8.125 8/1/1999 7/1/2029 2572.76 9/1/1999 346500
6805433668 CA 94901 Primary SFR 360 66.3 7.500 9/1/1999 8/1/2029 2202.53 9/1/1999 315000
6805837140 TX 77024 Primary SFR 360 70.0 7.625 9/1/1999 8/1/2029 2650.69 9/1/1999 374500
6813718191 CA 93940 Primary SFR 360 80.0 7.875 8/1/1999 7/1/2029 3219.31 9/1/1999 444000
6814735715 MA 1760 Primary SFR 360 80.0 7.500 9/1/1999 8/1/2029 3654.94 9/1/1999 522720
6815391450 MD 20882 Primary SFR 360 75.4 8.375 10/1/1999 9/1/2029 2191.67 9/1/1999 288350
6827793065 CA 94089 Primary Condo 360 80.0 7.875 8/1/1999 7/1/2029 2552.25 9/1/1999 352000
6829587903 CA 94132 Primary SFR 360 77.0 7.750 10/1/1999 9/1/2029 3447.74 9/1/1999 481250
6832759929 CO 80138 Primary SFR 360 80.0 7.750 9/1/1999 8/1/2029 2005.96 9/1/1999 280000
6841349332 CA 94507 Primary SFR 360 80.0 8.000 9/1/1999 8/1/2029 4549.35 9/1/1999 620000
6845744967 CA 95128 Primary SFR 360 80.0 7.500 9/1/1999 8/1/2029 2080.87 9/1/1999 297600
6848994916 GA 30067 Primary SFR 360 90.0 7.375 9/1/1999 8/1/2029 2206.71 9/1/1999 319500
6854335350 CA 95148 Primary SFR 360 80.0 8.250 8/1/1999 7/1/2029 2975.02 9/1/1999 396000
6855025836 CA 93953 Primary SFR 360 66.0 8.500 9/1/1999 8/1/2029 2683.51 9/1/1999 349000
6856870768 NY 11570 Primary SFR 360 63.6 7.500 9/1/1999 8/1/2029 2202.53 9/1/1999 315000
6859003383 NJ 7410 Primary SFR 360 95.0 8.250 8/1/1999 7/1/2029 2023.17 9/1/1999 269300
6861765185 CA 93065 Primary PUD 360 80.0 8.250 8/1/1999 7/1/2029 2662.49 9/1/1999 354400
6867312578 OK 74114 Primary SFR 360 66.8 8.000 9/1/1999 8/1/2029 2201.3 9/1/1999 300000
6868856144 CA 95762 Primary PUD 360 65.1 7.750 9/1/1999 8/1/2029 2937.3 9/1/1999 410000
6874618975 CA 94526 Primary SFR 360 75.0 7.375 9/1/1999 8/1/2029 3342.87 9/1/1999 484000
6875382480 CA 90027 Primary SFR 360 80.0 7.875 9/1/1999 8/1/2029 2175.21 9/1/1999 300000
6877194677 CA 95132 Primary SFR 360 80.0 8.375 9/1/1999 8/1/2029 2584.25 9/1/1999 340000
6878066387 CA 94523 Primary SFR 360 80.0 7.875 8/1/1999 7/1/2029 3307.77 9/1/1999 456200
6879033154 CA 90640 Primary SFR 360 90.0 7.625 9/1/1999 8/1/2029 1962.01 9/1/1999 277200
6882793323 CA 95073 Primary SFR 360 56.6 7.625 9/1/1999 8/1/2029 2371.11 9/1/1999 335000
6890931295 CA 94558 Primary SFR 300 67.6 7.875 9/1/1999 8/1/2024 2063.89 9/1/1999 270300
6892714053 CA 94121 Primary 2-Family 360 73.7 7.625 9/1/1999 8/1/2029 2972.74 9/1/1999 420000
6893373362 TX 77345 Primary PUD 360 80.0 8.250 9/1/1999 8/1/2029 2993.05 9/1/1999 398400
6894585501 CA 94065 Primary Condo 360 80.0 7.500 10/1/1999 9/1/2029 2237.49 9/1/1999 320000
6895444526 MA 1757 Primary SFR 360 83.3 8.000 8/1/1999 7/1/2029 1981.17 9/1/1999 270000
6895964010 CA 91361 Primary PUD 360 69.3 7.625 9/1/1999 8/1/2029 2123.39 9/1/1999 300000
6897604929 CO 80443 Primary Condo 360 80.0 7.500 9/1/1999 8/1/2029 2824.13 9/1/1999 403900
6904122998 CA 90049 Primary Condo 360 60.5 7.250 9/1/1999 8/1/2029 4434.15 9/1/1999 650000
6909902584 MA 2476 Primary SFR 360 90.0 7.875 9/1/1999 8/1/2029 2075.15 9/1/1999 286200
6913106560 CA 92128 Primary PUD 360 76.3 7.500 9/1/1999 8/1/2029 2587.1 9/1/1999 370000
6914767980 CA 94568 Primary PUD 360 80.0 7.500 9/1/1999 8/1/2029 2824.83 9/1/1999 404000
6924953604 CA 95404 Primary SFR 360 80.0 8.000 9/1/1999 8/1/2029 4255.84 9/1/1999 580000
6937806336 CA 94960 Primary SFR 360 75.0 8.000 8/1/1999 7/1/2029 2476.46 9/1/1999 337500
6942269611 WA 98606 Primary SFR 360 75.0 8.250 9/1/1999 8/1/2029 1859.39 9/1/1999 247500
6943808599 CA 93117 Primary Condo 360 80.0 7.500 9/1/1999 8/1/2029 1961.3 9/1/1999 280500
6945330154 TX 76092 Primary SFR 360 72.5 7.625 9/1/1999 8/1/2029 1751.79 9/1/1999 247500
6950796513 CA 94544 Primary SFR 360 80.0 7.250 9/1/1999 8/1/2029 1719.09 9/1/1999 252000
6951643094 CA 95135 Primary SFR 360 80.0 8.125 8/1/1999 7/1/2029 3056.87 9/1/1999 411700
6956072919 WA 98034 Primary SFR 360 77.5 7.375 9/1/1999 8/1/2029 1740.51 9/1/1999 252000
6956422429 CA 91030 Primary SFR 360 75.7 7.375 9/1/1999 8/1/2029 2210.17 9/1/1999 320000
6957915637 TX 77401 Primary SFR 300 77.9 7.125 9/1/1999 8/1/2024 3620.33 9/1/1999 506500
6957946897 CA 94061 Primary SFR 360 63.0 7.875 9/1/1999 8/1/2029 3081.55 9/1/1999 425000
6958331099 CA 90212 Primary SFR 360 49.4 7.375 9/1/1999 8/1/2029 2389.74 9/1/1999 346000
6962040058 WA 98422 Primary SFR 360 90.0 7.750 9/1/1999 8/1/2029 2810.49 9/1/1999 392300
6964783044 CO 80421 Primary SFR 360 76.3 8.125 9/1/1999 8/1/2029 2561.62 9/1/1999 345000
6966578772 CA 91361 Primary PUD 360 69.9 7.125 9/1/1999 8/1/2029 3368.6 9/1/1999 500000
6970584535 CA 92009 Secondary SFR 360 86.4 8.250 9/1/1999 8/1/2029 1915.73 9/1/1999 255000
6971892572 CA 94301 Primary SFR 360 80.0 7.875 8/1/1999 7/1/2029 2494.24 9/1/1999 344000
6973388322 CA 91105 Primary SFR 360 38.6 8.000 9/1/1999 8/1/2029 2054.55 9/1/1999 280000
6975491066 CA 92028 Primary SFR 360 80.0 8.000 9/1/1999 8/1/2029 2450.78 9/1/1999 334000
6975817575 MA 2452 Primary SFR 240 62.9 8.125 9/1/1999 8/1/2019 2363.87 9/1/1999 280000
6975960995 CA 93908 Primary PUD 360 80.0 7.625 9/1/1999 8/1/2029 2819.86 9/1/1999 398400
6978736285 NC 27511 Primary PUD 360 65.3 7.250 9/1/1999 8/1/2029 2251.19 9/1/1999 330000
6980280355 CT 6877 Primary SFR 360 77.9 7.250 10/1/1999 9/1/2029 1978.32 9/1/1999 290000
6982694421 CA 90250 Primary SFR 360 80.0 7.750 9/1/1999 8/1/2029 1733.72 9/1/1999 242000
6985325767 CA 92657 Primary PUD 360 80.0 8.000 9/1/1999 8/1/2029 3844.93 9/1/1999 524000
6990358712 CA 90291 Primary SFR 360 80.0 7.625 9/1/1999 8/1/2029 3946.66 9/1/1999 557600
6998961772 CA 95060 Primary SFR 360 80.0 7.000 9/1/1999 8/1/2029 4247.3 9/1/1999 638400
</TABLE>
<TABLE>
<CAPTION>
Loan# Act Bal Sch UPB Purp Doc Appraisal RTerm CLTV
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
6001080453 399724.72 399447.63 PURCH FULL 450000 358 88.8
6002744024 570000 569576.97 PURCH RAPD 870000 359 65.5
6007720631 336000 335768.76 PURCH RAPD 430000 359 80.0
6008197540 348000 347754.38 PURCH RAPD 435000 359 80.0
6013027468 347641.81 347641.81 PURCH RAPD 445000 359 79.9
6017277093 314783.22 314783.22 PURCH RAPD 551000 359 57.1
6018290301 420000 419688.29 PURCH FULL 525000 359 80.0
6018432713 372300 372300 C/O REFI FULL 480000 360 77.6
6019855755 649102.4 649102.4 PURCH RAPD 929386 358 69.8
6021176810 424684.58 424684.58 PURCH RAPD 830000 359 51.2
6021697781 255500 255337.07 PURCH FULL 269000 359 95.0
6031409490 418500 418173.53 PURCH FULL 465000 359 90.0
6032070739 332000 331771.51 PURCH RAPD 425000 359 80.0
6046985922 349000 348747.39 PURCH RAPD 619000 359 56.4
6049861195 279000 278807.99 R/T REFI FULL 357000 359 78.2
6051806757 439704.76 439704.76 PURCH RAPD 550000 359 79.9
6052235147 281000 280780.79 PURCH RAPD 480000 359 58.7
6057026012 515617.05 515617.05 R/T REFI RAPD 820000 359 62.9
6060024673 450000 449682.39 PURCH FULL 647500 359 69.5
6064894519 512000 511620.02 PURCH RAPD 645000 359 80.0
6083632189 399738.34 399474.91 PURCH RAPD 490000 358 84.7
6085788773 260000 259807.04 C/O REFI RAPD 325000 359 80.0
6086332050 325000 324770.61 R/T REFI RAPD 525000 359 61.9
6087550320 620645.08 620645.08 PURCH FULL 777000 358 79.9
6088517203 259021.62 258842.07 PURCH RAPD 288000 358 89.9
6091900198 337243.19 336984.8 PURCH RAPD 376000 358 89.9
6095502396 389731.6 389731.6 R/T REFI FULL 700000 359 55.7
6096508244 266400 266207.18 PURCH RAPD 333000 359 80.0
6097781428 285003.73 285003.73 PURCH RAPD 362000 359 79.9
6099650126 302596.83 302596.83 PURCH RAPD 383000 359 79.9
6102170179 450000 450000 PURCH FULL 650000 360 69.2
6114424218 419710.95 419420 C/O REFI FULL 600000 358 70.0
6114994913 349776.81 349552.09 R/T REFI RAPD 530000 358 66.0
6117059029 475672.41 475672.41 PURCH FULL 595000 359 79.9
6118278982 392000 391730.22 PURCH FULL 507000 359 80.0
6121051400 364000 363749.49 PURCH RAPD 520000 359 70.0
6123903160 363312.92 363312.92 R/T REFI FULL 525000 359 69.2
6137165772 330000 329761.16 PURCH RAPD 580000 359 56.9
6138841926 275810.05 275618.85 PURCH RAPD 345000 358 79.9
6143145776 284606.44 284606.44 PURCH FULL 300000 358 94.9
6144114557 518000 517643.52 R/T REFI RAPD 710000 359 73.0
6146498198 133600 133512.6 PURCH FULL 167000 359 80.0
6147337015 260000 259816.49 PURCH RAPD 325000 359 80.0
6153639916 272000 271808.02 PURCH RAPD 340000 359 80.0
6153870727 299793.54 299585.73 PURCH FULL 502500 358 59.7
6157786317 350000 350000 R/T REFI RAPD 695000 360 50.4
6159577318 351200 350945.8 PURCH FULL 439000 359 80.0
6160114192 318280.81 318060.18 C/O REFI RAPD 455000 358 70.0
6163952986 285000 285000 PURCH RAPD 317000 360 89.9
6163987008 323000 323000 PURCH RAPD 380000 360 90.0
6167806550 276500 276319.13 R/T REFI RAPD 395000 359 70.0
6169150379 335768.76 335536 PURCH RAPD 420000 358 79.9
6169590491 307500 307500 PURCH RAPD 410000 360 75.0
6169703987 300000 299818.25 PURCH RAPD 340000 359 88.2
6177376735 336000 335762.85 PURCH RAPD 420000 359 80.0
6182438892 368603.91 368603.91 PURCH RAPD 410000 359 89.9
6183620779 520000 519623.64 R/T REFI RAPD 800000 359 65.0
6187089823 328810.71 328810.71 R/T REFI RAPD 435000 359 75.6
6188088667 330000 329631.82 C/O REFI RAPD 600000 359 55.0
6190559713 274815.47 274629.71 R/T REFI FULL 450000 358 61.1
6195020042 265200 265003.18 PURCH RAPD 402000 359 72.7
6195463358 375467.5 375467.5 PURCH RAPD 470000 359 79.9
6197209072 644000 643533.88 PURCH FULL 810000 359 79.5
6206004522 500000 499655.9 PURCH RAPD 625000 359 80.0
6212769506 439008.11 439008.11 PURCH FULL 560000 358 79.9
6213252312 300000 299793.54 PURCH RAPD 323000 359 92.9
6217695524 264100 263931.59 PURCH RAPD 310000 359 88.2
6218955117 329350 329123.34 PURCH RAPD 470500 359 70.0
6221439414 312000 311762.59 PURCH RAPD 390000 359 80.0
6226655220 296790.37 296790.37 PURCH RAPD 342000 359 89.9
6229586059 249865.51 249865.51 PURCH RAPD 280000 359 89.9
6230898097 287806.75 287806.75 PURCH RAPD 360000 359 79.9
6235124614 270700 270494.02 PURCH RAPD 360000 359 80.0
6238472176 279170.97 279170.97 R/T REFI RAPD 420000 359 66.5
6240721164 296793.43 296793.43 PURCH RAPD 345000 359 89.9
6241871505 361600 361324.84 PURCH FULL 485000 359 75.0
6241948220 503635.21 503635.21 PURCH RAPD 630000 359 79.9
6243844021 415200 414921.4 PURCH RAPD 519000 359 80.0
6244556699 604000 603551.74 PURCH FULL 755000 359 80.0
6248177005 412000 411701.8 PURCH RAPD 515000 359 80.0
6250876007 490062.5 490062.5 PURCH FULL 715000 359 79.9
6256749406 355742.33 355742.33 PURCH RAPD 445000 359 79.9
6257333002 560000 559594.68 PURCH RAPD 790000 359 80.0
6258260840 324776.33 324551.19 C/O REFI RAPD 434000 358 74.8
6258488540 448000 447675.75 PURCH RAPD 560000 359 80.0
6260063299 515151.59 515151.59 PURCH RAPD 645000 358 79.9
6260450181 279792.19 279792.19 PURCH FULL 345000 359 83.5
6261769985 367759.28 367516.93 PURCH RAPD 480000 358 79.9
6261891342 380000 379710.85 PURCH RAPD 490000 359 77.6
6266382214 375000 374707.46 PURCH RAPD 635000 359 60.0
6267629209 296000 295806.37 PURCH RAPD 390000 359 80.0
6269025745 389250 388961.11 PURCH RAPD 519000 359 75.0
6269837883 355000 354736.53 PURCH RAPD 445000 359 79.8
6272273332 310000 309802.32 R/T REFI RAPD 345000 359 89.9
6274347134 440000 439656.75 PURCH RAPD 834000 359 52.8
6275715834 267100 266901.77 C/O REFI RAPD 360000 359 74.2
6278666711 253000 252802.63 R/T REFI FULL 430000 359 58.8
6284684369 270000 269809.43 PURCH RAPD 370000 359 73.0
6286028987 283100 282928.49 PURCH FULL 300000 359 95.0
6289717404 331541.52 331541.52 PURCH RAPD 415000 358 79.9
6294402190 476000 475637.8 R/T REFI FULL 835000 359 57.0
6296241935 279100 278912.73 PURCH FULL 349000 359 80.0
6299992112 448000 447699.4 PURCH RAPD 562000 359 80.0
6302953234 347900 347648.19 PURCH RAPD 435000 359 80.0
6302969644 579610.83 579610.83 C/O REFI FULL 1030000 359 56.3
6304334409 246421.52 246421.52 PURCH RAPD 275000 359 89.9
6308011383 255019.88 255019.88 PURCH FULL 325000 359 79.9
6310730012 560000 559584.39 PURCH RAPD 700000 359 80.0
6315384773 306000 305789.41 R/T REFI FULL 340000 359 90.0
6320990051 274350 274146.39 PURCH RAPD 345000 359 80.0
6323057791 305600 305378.81 PURCH FULL 382000 359 80.0
6324396628 352000 351751.55 PURCH RAPD 440000 359 80.0
6325490651 221600 221458.69 PURCH RAPD 278000 359 80.0
6325862370 429406.21 429406.21 R/T REFI FULL 1100000 358 39.0
6329102575 300000 300000 PURCH RAPD 470000 360 63.8
6329283334 297778.84 297778.84 PURCH RAPD 375000 359 79.9
6330466878 586164.65 586164.65 PURCH RAPD 733256 359 79.9
6340916920 625000 624512.43 PURCH FULL 1375000 359 45.5
6348427649 300000 299788.26 PURCH RAPD 1675000 359 17.9
6348706737 419622.4 419622.4 PURCH RAPD 525000 359 79.9
6353423509 285000 285000 PURCH FULL 485000 360 58.8
6354561257 299793.54 299585.73 PURCH FULL 325000 358 92.2
6357807129 351769.73 351769.73 PURCH FULL 440000 359 79.9
6360249509 435000 434685.15 PURCH RAPD 675000 359 64.4
6366619473 313384.18 313166.94 PURCH FULL 392000 358 79.9
6372760287 287302.14 287102.98 R/T REFI FULL 355000 358 80.9
6374135157 464703.49 464404.94 R/T REFI RAPD 700000 358 66.4
6375139794 649517.6 649517.6 PURCH FULL 860000 359 75.6
6375604433 260000 260000 R/T REFI FULL 325000 360 80.0
6375969786 389600 389325.02 PURCH FULL 490000 359 80.0
6380614351 248000 247829.32 PURCH RAPD 314500 359 80.0
6388016831 273367 273367 PURCH RAPD 345000 359 79.9
6389161354 349805.87 349805.87 PURCH RAPD 395000 359 89.9
6390460092 253740.14 253740.14 R/T REFI RAPD 370000 358 68.6
6393541039 299585.73 299585.73 PURCH RAPD 405000 358 74.4
6395992412 378000 377705.12 C/O REFI RAPD 610000 359 62.0
6396930270 275000 274800.96 PURCH RAPD 580000 359 47.8
6398977014 360000 359739.44 PURCH RAPD 450000 359 80.0
6401992489 470000 469676.55 PURCH RAPD 628000 359 74.8
6405153864 452000 451711.77 R/T REFI RAPD 720000 359 62.8
6406366176 259797.17 259797.17 PURCH RAPD 485000 359 53.6
6411261958 391723.33 391723.33 PURCH RAPD 490000 359 79.9
6412972165 400000 399672.11 R/T REFI RAPD 700000 359 57.1
6417941751 329755.09 329508.65 PURCH RAPD 650000 358 50.7
6423918751 620000 620000 PURCH RAPD 800000 360 80.0
6428096579 300000 299782.86 PURCH RAPD 509500 359 58.9
6428278425 649517.6 649517.6 PURCH RAPD 840000 359 77.7
6430049061 311200 311200 PURCH RAPD 389000 360 80.0
6430582228 338400 338155.07 PURCH RAPD 423000 359 80.0
6431016846 496481.26 496481.26 PURCH RAPD 660000 359 79.9
6432833975 320000 319762.51 R/T REFI RAPD 400000 359 80.0
6433959498 286000 285793 R/T REFI FULL 358000 359 79.9
6434229792 289400.69 289400.69 PURCH RAPD 362000 359 79.9
6447708022 430200 429903.94 C/O REFI FULL 630000 359 68.3
6450125932 525000 525000 PURCH FULL 710000 360 75.0
6451921925 251250 251085.64 C/O REFI RAPD 335000 359 75.0
6455772670 451680.98 451680.98 PURCH FULL 565000 359 79.9
6456053179 359346.2 359346.2 PURCH RAPD 450000 359 79.9
6456809885 257400 257244.06 PURCH FULL 286000 359 90.0
6457961362 487100 486747.44 PURCH RAPD 615000 359 80.0
6459361538 484000 483649.69 R/T REFI FULL 1400000 359 34.6
6462872539 371000 370763.43 PURCH RAPD 465000 359 80.0
6464372892 310000 309781.2 PURCH RAPD 450000 359 68.9
6464840534 535000 534561.46 R/T REFI RAPD 825000 359 64.8
6470112910 418000 417704.97 R/T REFI RAPD 550000 359 76.0
6479902014 277766.46 277766.46 PURCH FULL 428000 359 64.9
6484533275 339766.01 339766.01 PURCH RAPD 425000 359 79.9
6489805249 249619.05 249619.05 R/T REFI RAPD 350000 359 71.3
6492752644 329600 329367.37 PURCH RAPD 415000 359 80.0
6493665795 451696.71 451696.71 PURCH RAPD 565000 359 79.9
6495881523 253475.44 253299.73 PURCH RAPD 267000 358 94.9
6502832758 387000 386712.78 PURCH FULL 430000 359 90.0
6503652718 458400 458400 PURCH RAPD 580000 360 80.0
6504706786 404721.27 404440.71 PURCH RAPD 715000 358 57.4
6514348801 265834.66 265834.66 PURCH FULL 280000 359 94.9
6514374583 314087.14 314087.14 PURCH FULL 370000 358 84.9
6516592604 268850 268655.41 R/T REFI RAPD 440000 359 61.1
6522881561 400000 399703.14 PURCH RAPD 715000 359 55.9
6524370514 312773.45 312773.45 R/T REFI RAPD 450000 359 69.5
6525075955 262994.68 262994.68 PURCH RAPD 355000 359 79.9
6525582232 263457 263261.48 R/T REFI RAPD 340000 359 77.5
6526184335 369611.23 369354.04 PURCH RAPD 550000 358 67.2
6527890963 265807.47 265807.47 PURCH RAPD 334000 359 79.9
6528232967 272812.12 272623.01 C/O REFI RAPD 418000 358 65.3
6529762251 557850 557485.08 R/T REFI FULL 735000 359 75.9
6530251567 349752.97 349752.97 PURCH RAPD 525000 359 66.6
6530743092 273616.15 273616.15 PURCH FULL 342500 359 79.9
6532951354 388200 387919.03 PURCH RAPD 499000 359 77.8
6537185214 313166.94 313166.94 PURCH FULL 400000 358 79.9
6541388572 336000 335768.76 PURCH RAPD 420000 359 80.0
6542781965 284763.6 284575.94 PURCH RAPD 300000 358 94.9
6552132935 293400 293187.64 PURCH FULL 367000 359 80.0
6556348073 349771.04 349771.04 PURCH FULL 450000 359 77.7
6561935807 429704.08 429704.08 PURCH FULL 540000 359 79.6
6565336986 510848.19 510494.07 PURCH FULL 645000 358 79.9
6565689277 269000 268790.15 PURCH RAPD 369000 359 72.9
6570444254 277808.68 277616.1 PURCH RAPD 352000 358 79.9
6579950459 270000 269799.62 C/O REFI RAPD 410000 359 65.9
6582954837 400000 399710.49 PURCH RAPD 565000 359 70.8
6589385746 495200 494850.49 PURCH RAPD 619000 359 80.0
6594013846 327590.83 327590.83 PURCH RAPD 410000 358 79.9
6597875589 375734.62 375734.62 PURCH RAPD 470000 359 79.9
6605207262 488000 487646.79 R/T REFI RAPD 610000 359 80.0
6611554764 511327.89 511327.89 PURCH RAPD 650000 358 79.9
6613555298 366400 366092.18 PURCH RAPD 458000 359 80.0
6613624763 307574.67 307574.67 R/T REFI RAPD 470000 358 65.4
6618003880 285000 284777.67 R/T REFI RAPD 370000 359 77.0
6621486833 256000 255805.2 PURCH RAPD 325000 359 80.0
6623100267 320000 319768.39 PURCH RAPD 415000 359 80.0
6623806194 287751.83 287751.83 PURCH RAPD 321000 359 89.9
6626277583 299585.73 299585.73 PURCH FULL 450000 358 66.6
6627144477 399724.72 399447.63 PURCH FULL 500000 358 79.9
6628162833 336000 335785.74 PURCH RAPD 448000 359 75.0
6629306694 516800 516453.23 PURCH RAPD 650000 359 80.0
6634317934 203856.01 203856.01 PURCH RAPD 258000 359 79.9
6643860171 274805.9 274805.9 C/O REFI FULL 430000 359 63.9
6645084606 430000 429704.08 C/O REFI FULL 1050000 359 41.0
6645248383 323659.31 323316.35 PURCH RAPD 360000 298 89.9
6646551272 261500 261328.93 C/O REFI RAPD 385000 359 67.9
6646593571 335762.85 335762.85 R/T REFI RAPD 420000 359 79.9
6648206990 260710 260530.58 PURCH FULL 290000 359 89.9
6648939525 309758.17 309758.17 PURCH RAPD 510000 359 60.7
6661910668 406455.57 406455.57 PURCH RAPD 510950 359 79.5
6670404935 272000 271826.55 R/T REFI FULL 365000 359 74.5
6670971370 270000 269784.09 PURCH RAPD 308000 359 88.5
6673510456 251750 251572.32 PURCH FULL 265000 359 95.0
6673525074 263622.86 263622.86 PURCH RAPD 338000 359 79.9
6675784950 299782.86 299782.86 PURCH RAPD 375000 359 79.9
6676123836 425041.31 425041.31 PURCH RAPD 545000 358 79.9
6683584087 450000 449640.14 PURCH RAPD 630000 359 71.4
6683668385 289765.07 289765.07 C/O REFI RAPD 425000 359 68.2
6689503875 387200 386953.09 PURCH FULL 485000 359 80.0
6700141986 304884.66 304884.66 PURCH FULL 339000 359 89.9
6701895366 280580.94 280360.56 PURCH RAPD 356000 358 79.9
6710931244 384000 383735.73 PURCH RAPD 480000 359 80.0
6712264909 349726.96 349726.96 PURCH RAPD 492500 359 71.0
6714400980 299200 298983.45 PURCH RAPD 374000 359 80.0
6719351014 560000 559563.14 PURCH RAPD 739500 359 75.8
6724355588 283799.55 283799.55 PURCH FULL 360000 359 79.9
6725586140 325124.07 325124.07 PURCH FULL 435000 358 74.9
6725907106 448000 447691.68 PURCH FULL 560000 359 80.0
6727054584 275000 274790.74 C/O REFI RAPD 550000 359 50.0
6731701139 449174.3 449174.3 PURCH FULL 510000 359 88.1
6732194490 260000 260000 R/T REFI RAPD 547500 360 47.5
6736777225 328000 327779.92 PURCH RAPD 410000 359 80.0
6738028338 279786.67 279597.36 R/T REFI RAPD 350000 358 79.9
6739542980 292817.88 292634.48 R/T REFI FULL 380000 358 77.1
6740152126 284000 283804.55 PURCH RAPD 355000 359 80.0
6740380198 268000 267810.84 PURCH RAPD 335000 359 80.0
6741058975 266601.69 266601.69 PURCH RAPD 340000 359 79.8
6741731415 357000 356741.61 PURCH RAPD 505000 359 71.3
6742537381 464000 464000 PURCH FULL 580000 360 80.0
6742558700 397226.43 396951.07 C/O REFI FULL 530000 358 74.9
6746566337 517500 517106.22 C/O REFI FULL 810000 359 63.9
6749049778 520500 520132.63 PURCH RAPD 651000 359 80.0
6756278757 516000 515635.81 PURCH RAPD 650000 359 80.0
6756526536 331200 330977.77 PURCH FULL 368000 359 90.0
6756766561 456000 455678.16 PURCH RAPD 570000 359 80.0
6759500926 315798.49 315798.49 PURCH FULL 450000 359 79.9
6759626341 357500 357247.67 PURCH RAPD 450000 359 80.0
6760833365 311200 310985.83 PURCH FULL 415000 359 80.0
6762678727 349759.13 349516.67 PURCH RAPD 390000 358 89.7
6762838883 279000 279000 PURCH FULL 310000 360 90.0
6763527592 369538.44 369538.44 PURCH RAPD 440000 358 84.0
6764781834 315000 314772 C/O REFI FULL 450000 359 70.0
6766208315 382950 382705.8 PURCH RAPD 426000 359 90.0
6769444685 316800 316564.88 PURCH RAPD 396000 359 80.0
6774874819 510000 509649.02 C/O REFI FULL 800000 359 63.8
6777708394 469179.17 469179.17 R/T REFI RAPD 750000 359 62.6
6779693024 475200 474856.06 R/T REFI RAPD 2300000 359 20.7
6782535121 583200 582777.89 PURCH RAPD 729000 359 80.0
6784019330 295296.63 295091.92 C/O REFI FULL 394000 358 74.9
6787664322 252000 251830.91 PURCH FULL 322000 359 78.8
6790417346 340000 339794.02 PURCH RAPD 425000 359 80.0
6796721170 287416.37 287612.21 PURCH RAPD 360000 358 79.8
6797599278 530605.92 530605.92 PURCH FULL 708000 359 74.9
6799024176 346273.33 346045.13 PURCH FULL 385000 358 89.9
6805433668 314766.22 314766.22 PURCH RAPD 475000 359 66.3
6805837140 374500 374228.95 PURCH RAPD 575000 359 70.0
6813718191 443694.44 443386.87 PURCH FULL 555000 358 79.9
6814735715 522720 522332.06 PURCH RAPD 655000 359 80.0
6815391450 288350 288350 R/T REFI FULL 382500 360 75.4
6827793065 351757.75 351513.91 PURCH FULL 440000 358 79.9
6829587903 481250 481250 PURCH RAPD 625000 360 77.0
6832759929 280000 279802.37 R/T REFI RAPD 350000 359 80.0
6841349332 620000 619583.98 R/T REFI FULL 775000 359 80.0
6845744967 297600 297379.13 PURCH FULL 372000 359 80.0
6848994916 319500 319256.88 PURCH RAPD 370000 359 90.0
6854335350 395195.08 394937.03 R/T REFI RAPD 495000 358 79.8
6855025836 349000 348788.57 PURCH RAPD 530000 359 66.0
6856870768 315000 314766.22 PURCH FULL 495000 359 63.6
6859003383 269128.27 268955.36 PURCH RAPD 285000 358 94.9
6861765185 354174.01 353946.47 PURCH RAPD 445000 358 79.9
6867312578 300000 299798.7 PURCH RAPD 454000 359 66.8
6868856144 410000 409710.62 R/T REFI RAPD 630000 359 65.1
6874618975 484000 483631.71 R/T REFI FULL 645000 359 75.0
6875382480 299793.54 299793.54 PURCH RAPD 385000 359 79.9
6877194677 340000 339788.67 PURCH RAPD 425000 359 80.0
6878066387 455886.04 455570.02 PURCH RAPD 571000 358 79.9
6879033154 277200 276999.37 PURCH FULL 308000 359 90.0
6882793323 335000 334757.54 C/O REFI FULL 592000 359 56.6
6890931295 270300 270009.95 R/T REFI RAPD 400000 299 67.6
6892714053 420000 419696.01 PURCH FULL 570000 359 73.7
6893373362 398400 398145.95 PURCH FULL 506000 359 80.0
6894585501 320000 320000 PURCH FULL 400000 360 80.0
6895444526 269818.66 269636.28 R/T REFI FULL 324000 358 83.3
6895964010 299782.86 299782.86 PURCH FULL 433000 359 69.2
6897604929 403600.25 403600.25 PURCH RAPD 529000 359 79.9
6904122998 650000 649492.93 PURCH RAPD 1075000 359 60.5
6909902584 286200 286003.04 PURCH RAPD 326000 359 90.0
6913106560 370000 369725.4 R/T REFI RAPD 485000 359 76.3
6914767980 403700.17 403700.17 PURCH RAPD 505000 359 79.9
6924953604 580000 579610.83 PURCH RAPD 725000 359 80.0
6937806336 337273.54 337045.57 C/O REFI RAPD 450000 358 74.9
6942269611 247342.17 247342.17 C/O REFI FULL 330000 359 75.0
6943808599 280500 280291.83 PURCH RAPD 350697 359 80.0
6945330154 247320.87 247320.87 PURCH RAPD 380000 359 72.4
6950796513 252000 251803.41 PURCH RAPD 315000 359 80.0
6951643094 411387.55 411116.12 PURCH RAPD 525000 358 79.9
6956072919 252000 251808.24 R/T REFI FULL 325000 359 77.5
6956422429 319756.5 319756.5 PURCH RAPD 422500 359 75.7
6957915637 506500 505887.01 PURCH RAPD 650000 299 77.9
6957946897 425000 424707.51 PURCH RAPD 675000 359 63.0
6958331099 345736.72 345736.72 PURCH RAPD 725000 359 49.4
6962040058 392300 392023.11 PURCH FULL 436000 359 90.0
6964783044 345000 344774.32 R/T REFI RAPD 452000 359 76.3
6966578772 499600.15 499600.15 PURCH RAPD 715000 359 69.9
6970584535 254837.4 254837.4 PURCH RAPD 295000 359 86.4
6971892572 343524.97 343524.97 PURCH RAPD 430000 358 79.9
6973388322 280000 279812.12 C/O REFI RAPD 725000 359 38.6
6975491066 333775.89 333775.89 PURCH RAPD 422000 359 79.9
6975817575 280000 279531.96 R/T REFI RAPD 445000 239 62.9
6975960995 398111.64 398111.64 PURCH RAPD 498000 359 79.9
6978736285 330000 329742.56 PURCH RAPD 508000 359 65.3
6980280355 290000 290000 PURCH RAPD 375000 360 77.9
6982694421 241829.2 241829.2 PURCH RAPD 307000 359 79.9
6985325767 524000 523648.4 PURCH RAPD 677000 359 80.0
6990358712 557600 557196.42 PURCH FULL 697000 359 80.0
6998961772 637876.7 637876.7 PURCH FULL 798000 359 79.9
Loan Count 339
Sch UPB $123,082,207.63
WAC 7.756
WAM 358
</TABLE>
<PAGE>
EXHIBIT E
REQUEST FOR RELEASE OF DOCUMENTS
[date]
To: The Bank of New York
101 Barclay Street - 12 E
New York, New York 10286
Attn: Inventory Control
Re: The Pooling and Servicing Agreement dated September 23, 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 September 23, 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 1999-11, Class ___,
having an initial aggregate Certificate Balance as of
September 23, 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 September 23, 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 1999-11, Class ___,
having an initial aggregate Certificate Balance as of
September 23, 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 September 23, 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.
- --------
(1) Transferee must own and/or invest on a discretionary basis at least
$100,000,000 in securities unless Transferee is a dealer, and, in that case,
Transferee must own and/or invest on a discretionary basis at least $10,000,000
in securities.
___ Corporation, etc. The Transferee is a corporation (other than a
bank, savings and loan association or similar institution),
Massachusetts or similar business trust, partnership, or any
organization described in Section 501(c)(3) of the Internal Revenue
Code of 1986.
___ Bank. The Transferee (a) is a national bank or a banking institution
organized under the laws of any state, U.S. territory or the
District of Columbia, the business of which is substantially
confined to banking and is supervised by the state or territorial
banking commission or similar official or is a foreign bank or
equivalent institution, and (b) has an audited net worth of at least
$25,000,000 as demonstrated in its latest annual financial
statements, a copy of which is attached hereto, as of a date not
more than 16 months preceding the date of sale of the Transferred
Certificates in the case of a U.S. bank, and not more than 18 months
preceding such date of sale in the case of a foreign bank or
equivalent institution.
___ Savings and Loan. The Transferee (a) is a savings and loan
association, building and loan association, cooperative bank,
homestead association or similar institution, which is supervised
and examined by a state or federal authority having supervision over
any such institutions, or is a foreign savings and loan association
or equivalent institute and (b) has an audited net worth of at least
$25,000,000 as demonstrated in its latest annual financial
statements, a copy of which is attached hereto, as of a date not
more than 16 months preceding the date of sale of the Transferred
Certificates in the case of a U.S. savings and loan association, and
not more than 18 months preceding such date of sale in the case of a
foreign savings and loan association or equivalent institution.
___ Broker-dealer. The Transferee is a dealer registered pursuant to
Section 15 of the Securities Exchange Act of 1934, as amended.
___ Insurance Company. The Transferee is an insurance company whose
primary and predominant business activity is the writing of
insurance or the reinsuring of risks underwritten by insurance
companies and which is subject to supervision by the insurance
commissioner or a similar official or agency of a state, U.S.
territory or the District of Columbia.
___ State or Local Plan. The Transferee is a plan established and
maintained by a state, its political subdivisions, or any agency or
instrumentality of the state or its political subdivisions, for the
benefit of its employees.
___ ERISA Plan. The Transferee is an employee benefit plan within the
meaning of Title I of the Employee Retirement Income Security Act of
1974.
___ Investment Advisor. The Transferee is an investment advisor
registered under the Investment Advisers Act of 1940.
___ Other. (Please supply a brief description of the entity and a
cross-reference to the paragraph and subparagraph under subsection
(a)(1) of Rule 144A pursuant to which it qualifies. Note that
registered investment companies should complete Annex 2 rather than
this Annex 1.)
3. The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Transferee, (ii) securities that are part
of an unsold allotment to or subscription by the Transferee, if the Transferee
is a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan
participations, (v) repurchase agreements, (vi) securities owned but subject to
a repurchase agreement and (vii) currency, interest rate and commodity swaps.
For purposes of determining the aggregate amount of securities owned and/or
invested on a discretionary basis by the Transferee, the Transferee did not
include any of the securities referred to in this paragraph.
4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Transferee, the Transferee used
the cost of such securities to the Transferee, unless the Transferee reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities were valued at market. Further,
in determining such aggregate amount, the Transferee may have included
securities owned by subsidiaries of the Transferee, but only if such
subsidiaries are consolidated with the Transferee in its financial statements
prepared in accordance with generally accepted accounting principles and if the
investments of such subsidiaries are managed under the Transferee's direction.
However, such securities were not included if the Transferee is a
majority-owned, consolidated subsidiary of another enterprise and the Transferee
is not itself a reporting company under the Securities Exchange Act of 1934, as
amended.
5. The Transferee is familiar with Rule 144A and understands that the
Transferor and other parties related to the Transferred Certificates are relying
and will continue to rely on the statements made herein because one or more
sales to the Transferee may be in reliance on Rule 144A.
____ ____ Will the Transferee be purchasing the
Yes No Transferred Certificates only for the
Transferee's own account?
6. If the answer to the foregoing question is "no," then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.
7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's purchase of the Transferred
Certificates will constitute a reaffirmation of this certification as of the
date of such purchase. In addition, if the Transferee is a bank or savings and
loan as provided above, the Transferee agrees that it will furnish to such
parties any updated annual financial statements that become available on or
before the date of such purchase, promptly after they become available.
____________________________________________
Print Name of Transferee
By: ________________________________________
Name: ______________________________________
Title: _____________________________________
Date: ______________________________________
<PAGE>
ANNEX 2 TO EXHIBIT G-2A
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Transferees That Are Registered Investment Companies]
The undersigned hereby certifies as follows to [_________________] (the
"Transferor") and The Bank of New York, as Trustee, with respect to the mortgage
pass-through certificates (the "Transferred Certificates") described in the
Transferee certificate to which this certification relates and to which this
certification is an Annex:
1. As indicated below, the undersigned is the chief financial officer, a
person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificates (the "Transferee") or, if the
Transferee is a "qualified institutional buyer" as that term is defined in Rule
144A ("Rule 144A") under the Securities Act of 1933, as amended, because the
Transferee is part of a Family of Investment Companies (as defined below), is an
executive officer of the investment adviser (the "Adviser").
2. The Transferee is a "qualified institutional buyer" as defined in Rule
144A because (i) the Transferee is an investment company registered under the
Investment Company Act of 1940, and (ii) as marked below, the Transferee alone
owned and/or invested on a discretionary basis, or the Transferee's Family of
Investment Companies owned, at least $100,000,000 in securities (other than the
excluded securities referred to below) as of the end of the Transferee's most
recent fiscal year. For purposes of determining the amount of securities owned
by the Transferee or the Transferee's Family of Investment Companies, the cost
of such securities was used, unless the Transferee or any member of the
Transferee's Family of Investment Companies, as the case may be, reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities of such entity were valued at
market.
____ The Transferee owned and/or invested on a discretionary basis
$____________________ in securities (other than the excluded
securities referred to below) as of the end of the Transferee's most
recent fiscal year (such amount being calculated in accordance with
Rule 144A).
____ The Transferee is part of a Family of Investment Companies which
owned in the aggregate $__________________ in securities (other than
the excluded securities referred to below) as of the end of the
Transferee's most recent fiscal year (such amount being calculated
in accordance with Rule 144A).
3. The term "Family of Investment Companies" as used herein means two or
more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).
4. The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Transferee or are part of the Transferee's
Family of Investment Companies, (ii) bank deposit notes and certificates of
deposit, (iii) loan participations, (iv) repurchase agreements, (v) securities
owned but subject to a repurchase agreement and (vi) currency, interest rate and
commodity swaps. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Transferee, or owned by
the Transferee's Family of Investment Companies, the securities referred to in
this paragraph were excluded.
5. The Transferee is familiar with Rule 144A and understands that the
Transferor and other parties related to the Transferred Certificates are relying
and will continue to rely on the statements made herein because one or more
sales to the Transferee will be in reliance on Rule 144A.
____ ____ Will the Transferee be purchasing the
Yes No Transferred Certificates only for the
Transferee's own account?
6. If the answer to the foregoing question is "no," then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.
7. The undersigned will notify the parties to which this certification is
made of any changes in the information and conclusions herein. Until such
notice, the Transferee's purchase of the Transferred Certificates will
constitute a reaffirmation of this certification by the undersigned as of the
date of such purchase.
____________________________________________
Print Name of Transferee or Adviser
By: ________________________________________
Name: ______________________________________
Title: _____________________________________
IF AN ADVISER:
____________________________________________
Print Name of Transferee
By: ________________________________________
Date: ______________________________________
<PAGE>
EXHIBIT G-2B
FORM II OF TRANSFEREE CERTIFICATE
FOR TRANSFERS OF PRIVATE CERTIFICATES
[Date]
The Bank of New York
101 Barclay Street-12 E
New York, New York 10286
Re: Bank of America Mortgage Securities, Inc., Mortgage
Pass-Through Certificates, Series 1999-11, Class ___,
having an initial aggregate Certificate Principal
Balance as of September 23, 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 September 23, 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 REFERENCED 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 1999-11, Class ___,
having an initial aggregate Certificate Principal
Balance as of September 23, 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 September 23, 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 CERTIFICATE PURSUANT TO SECTION 6.02
Bank of America Mortgage Securities, Inc.
Mortgage Pass-Through Certificates,
Series 1999-11
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
September 23, 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.
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. Surveyof 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) In connection with the performance of its duties under the Pooling
and Servicing Agreement relating to the realization upon defaulted Mortgage
Loans serviced by it, each Servicer shall provide to the Purchaser the following
notices and reports:
(i) Within five Business Days after each Distribution Date (or
included in or with the monthly statements to Certificateholders pursuant
to the Pooling and Servicing Agreement), each Servicer shall provide to
the Purchaser a report, using the same methodology and calculations in its
standard servicing reports, indicating for the Trust Estate the number of
Mortgage Loans serviced by such Servicer that are (A) thirty days, (B)
sixty days, (C) ninety days or more delinquent or (D) in foreclosure, and
indicating for each such Mortgage Loan the loan number and outstanding
principal balance.
(ii) Prior to the Commencement of Foreclosure in connection with
any Mortgage Loan, the Servicer of such Mortgage Loan shall provide the
Purchaser with a notice (sent by telecopier) of such proposed and imminent
foreclosure, stating the loan number and the aggregate amount owing under
the Mortgage Loan. Such notice may be provided to the Purchaser in the
form of a copy of a referral letter from such Servicer to an attorney
requesting the institution of foreclosure.
(b) If requested by the Purchaser, each Servicer shall make its
servicing personnel available (during their normal business hours) to respond to
reasonable inquiries, by phone or in writing by facsimile, electronic, or
overnight mail transmission, by the Purchaser in connection with any Mortgage
Loan serviced by such Servicer identified in a report under subsection (a) (i)
(B), (a) (i) (C), (a) (i) (D), or (a) (ii) which has been given to the
Purchaser; provided, that (1) the related Servicer shall only be required to
provide information that is readily accessible to its servicing personnel and is
non-confidential and (2) the related Servicer shall respond within five Business
Days orally or in writing by facsimile transmission.
(c) In addition to the foregoing, each Servicer shall provide to the
Purchaser such information as the Purchaser may reasonably request provided,
however, that such information is consistent with normal reporting practices,
concerning each Mortgage Loan serviced by such Servicer that is at least ninety
days delinquent and each Mortgage Loan serviced by such Servicer which has
become real estate owned, through the final liquidation thereof; provided, that
such Servicer shall only be required to provide information that is readily
accessible to its servicing personnel and is non-confidential; provided,
however, that the Purchaser will reimburse each Servicer for any out of pocket
expenses.
Section 2.02 Purchaser's Election to Delay Foreclosure Proceedings
(a) The Purchaser shall be deemed to direct the related Servicer that
in the event that such Servicer does not receive written notice of the
Purchaser's election pursuant to subsection (b) below within 24 hours (exclusive
of any intervening non-Business Days) of transmission of the notice provided by
such Servicer under Section 2.01 (a) (ii) subject to extension as set forth in
Section 2.02(b), such Servicer may proceed with the Commencement of Foreclosure
in respect of such Mortgage Loan in accordance with its normal foreclosure
policies without further notice to the Purchaser. Any foreclosure that has been
initiated may be discontinued (i) without notice to the Purchaser if the
Mortgage Loan has been brought current or if a refinancing or prepayment occurs
with respect to the Mortgage Loan (including by means of a short payoff approved
by such Servicer) or (ii) if such Servicer has reached the terms of a
forbearance agreement with the borrower. In the latter case, such Servicer may
complete such forbearance agreement unless instructed otherwise by the Purchaser
within two Business Days notification.
(b) In connection with any Mortgage Loan with respect to which a
notice under Section 2.01(a)(ii) has been given to the Purchaser, the Purchaser
may elect to instruct the related Servicer to delay the Commencement of
Foreclosure until such time as the Purchaser determines that such Servicer may
proceed with the Commencement of Foreclosure. Such election must be evidenced by
written notice received within 24 hours (exclusive of any intervening
non-Business Days) of transmission of the notice provided by such Servicer under
Section 2.01(a)(ii). Such 24 hour period shall be extended for no longer than an
additional four Business Days after the receipt of the information if the
Purchaser requests additional information related to such foreclosure; provided,
however, that the Purchaser will have at least one Business Day to respond to
any requested additional information. Any such additional information shall be
provided only to the extent it (i) is not confidential in nature and (ii) is
obtainable by the related Servicer from existing reports, certificates or
statements or is otherwise readily accessible to its servicing personnel. The
Purchaser agrees that it has no right to deal with the mortgagor during such
period. However, if such servicing activities include acceptance of a
deed-in-lieu of foreclosure or short payoff, the Purchaser will be notified and
given two Business Days to respond.
(c) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Delay Foreclosure, the Purchaser shall obtain a Current
Appraisal as soon as practicable, but in no event more than 15 business days
thereafter, and shall provide the related Servicer with a copy of such Current
Appraisal.
(d) Within two Business Days of making any Election to Delay
Foreclosure, the Purchaser shall remit by wire transfer to the Servicer
servicing the related Mortgage Loan, for deposit in the Collateral Fund
maintained by such Servicer, an amount, as calculated by such Servicer, equal to
the sum of (i) 125% of the greater of the unpaid principal balance of the
Mortgage Loan and the value shown in the Current Appraisal referred to in
subsection (c) above (or, if such Current Appraisal has not yet been obtained,
such Servicer's estimate thereof, in which case the required deposit under this
subsection shall be adjusted upon obtaining such Current Appraisal), and (ii)
three months' interest on the Mortgage Loan at the applicable Mortgage Interest
Rate. If any Election to Delay Foreclosure extends for a period in excess of
three months (such excess period being referred to herein as the "Excess
Period"), within two Business Days the Purchaser shall remit by wire transfer in
advance to the Servicer servicing the related Mortgage Loan for deposit in the
Collateral Fund maintained by such Servicer the amount of each additional
month's interest, as calculated by such Servicer, equal to interest on the
Mortgage Loan at the applicable Mortgage Interest Rate for the Excess Period.
The terms of this Agreement will no longer apply to the servicing of any
Mortgage Loan upon the failure of the Purchaser to deposit any of the above
amounts relating to the Mortgage Loan within two Business Days of the Election
to Delay Foreclosure or within two Business Days of the commencement of the
Excess Period subject to Section 3.01.
(e) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Delay Foreclosure, the Servicer of such Mortgage Loan may
withdraw from the Collateral Fund maintained by such Servicer from time to time
amounts necessary to reimburse such Servicer for all related Monthly Advances
and Liquidation Expenses thereafter made by such Servicer in accordance with the
Pooling and Servicing Agreement. To the extent that the amount of any such
Liquidation Expenses is determined by such Servicer based on estimated costs,
and the actual costs are subsequently determined to be higher, such Servicer may
withdraw the additional amount from the applicable Collateral Fund. In the event
that the Mortgage Loan is brought current by the mortgagor and the foreclosure
action is discontinued, the amounts so withdrawn from the applicable Collateral
Fund shall be redeposited if and to the extent that reimbursement therefor from
amounts paid by the mortgagor is not prohibited pursuant to the Pooling and
Servicing Agreement, applicable law or the related mortgage note. Except as
provided in the preceding sentence, amounts withdrawn from a Collateral Fund to
cover Monthly Advances and Liquidation Expenses shall not be redeposited therein
or otherwise reimbursed to the Purchaser. If and when any such Mortgage Loan is
brought current by the mortgagor, all amounts remaining in the applicable
Collateral Fund in respect of such Mortgage Loan (after adjustment for all
permitted withdrawals and deposits pursuant to this subsection) shall be
released to the Purchaser.
(f) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Delay Foreclosure, the related Servicer shall continue to
service the Mortgage Loan in accordance with its customary procedures (other
than the delay in Commencement of Foreclosure as provided herein). If and when
the Purchaser shall notify such Servicer that it believes that it is appropriate
to do so, such Servicer may proceed with the Commencement of Foreclosure. In any
event, if the Mortgage Loan is not brought current by the mortgagor by the time
the loan becomes 6 months delinquent, the Purchaser's election shall no longer
be effective and at the Purchaser's option, either (i) the Purchaser shall
purchase the Mortgage Loan from the related Trust Estate at a purchase price
equal to the fair market value as shown on the Current Appraisal, to be paid by
(x) applying any balance in the related Collateral Fund to such to such purchase
price, and (y) to the extent of any deficiency, by wire transfer of immediately
available funds from the Purchaser to the related Servicer for deposit in the
related Certificate Account; or (ii) the related Servicer shall proceed with the
Commencement of Foreclosure.
(g) Upon the occurrence of a liquidation with respect to any Mortgage
Loan as to which the Purchaser made an Election to Delay Foreclosure and as to
which the related Servicer proceeded with the Commencement of Foreclosure in
accordance with subsection (f) above, such Servicer shall calculate the amount,
if any, by which the value shown on the Current Appraisal obtained under
subsection (c) exceeds the actual sales price obtained for the related Mortgaged
Property (net of Liquidation Expenses and accrued interest related to the
extended foreclosure period), such Servicer shall withdraw the amount of such
excess from the Collateral Fund maintained by such Servicer, and shall remit the
same to the Trust Estate as additional Liquidation Proceeds. After making such
withdrawal, all amounts remaining in the related Collateral Fund in respect of
such Mortgage Loan (after adjustment for all permitted withdrawals and deposits
pursuant to this Agreement) shall be released to the Purchaser.
Section 2.03 Purchaser's Election to Commence Foreclosure Proceedings
(a) In connection with any Mortgage Loan identified in a report under
Section 2.01(a)(i)(B), the Purchaser may elect to instruct the related Servicer
to proceed with the Commencement of Foreclosure as soon as practicable. Such
election must be evidenced by written notice received by such Servicer by 5:00
p.m., New York City time, on the third Business Day following the delivery of
such report under Section 2.01(a)(i).
(b) Within two Business Days of making any Election to Foreclose, the
Purchaser shall remit to the related Servicer, for deposit in the related
Collateral Fund, an amount, as calculated by such Servicer, equal to 125% of the
current unpaid principal balance of the Mortgage Loan and three months interest
on the Mortgage Loan at the applicable Mortgage Interest Rate. If and when any
such Mortgage Loan is brought current by the mortgagor, all amounts in such
Collateral Fund in respect of such Mortgage Loan (after adjustment for all
permitted withdrawals and deposits pursuant to this Agreement) shall be released
to the Purchaser if and to the extent that reimbursement therefor from amounts
paid by the mortgagor is not prohibited pursuant to the Pooling and Servicing
Agreement, applicable law or the related mortgage note. The terms of this
Agreement will no longer apply to the servicing of any Mortgage Loan upon the
failure of the Purchaser to deposit the above amounts relating to the Mortgage
Loan within two Business Days of the Election to Foreclose subject to Section
3.01.
(c) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Foreclose, the related Servicer shall continue to service
the Mortgage Loan in accordance with its customary procedures (other than
Commencement of Foreclosure as provided herein). In connection therewith, such
Servicer shall have the same rights to make withdrawals for Monthly Advances and
Liquidations Expenses from the related Collateral Fund as are provided under
Section 2.02(e), and such Servicer shall make reimbursements thereto to the
limited extent provided under such subsection in accordance with its customary
procedures. The related Servicer shall not be required to proceed with the
Commencement of Foreclosure if (i) the same is stayed as a result of the
mortgagor's bankruptcy or is otherwise barred by applicable law, or to the
extent that all legal conditions precedent thereto have not yet been complied
with, or (ii) such Servicer believes there is a breach of representations or
warranties in the Pooling and Servicing Agreement by the Depositor, which may
result in a repurchase or substitution of such Mortgage Loan, or (iii) such
Servicer reasonably believes the Mortgaged Property may be contaminated with or
affected by hazardous wastes or hazardous substances (and, without limiting the
such Servicer's right not to proceed with the Commencement of Foreclosure, such
Servicer supplies the Purchaser with information supporting such belief). Any
foreclosure that has been initiated may be discontinued (x) without notice to
the Purchaser if the Mortgage Loan has been brought current or if a refinancing
or prepayment occurs with respect to the Mortgage Loan (including by means of a
short payoff approved by the Purchaser) or (y) with notice to the Purchaser if
the related Servicer has reached the terms of a forbearance agreement unless
instructed otherwise by the Purchaser within two Business Days of such
notification. Any such instruction shall be based upon a decision that such
forbearance agreement is not in conformity with reasonable servicing practices.
(d) Upon the occurrence of a liquidation with respect to any Mortgage
Loan as to which the Purchaser made an Election to Foreclose and as to which the
related Servicer proceeded with the Commencement of Foreclosure in accordance
with subsection (c) above, such Servicer shall calculate the amount, if any, by
which the unpaid principal balance of the Mortgage Loan at the time of
liquidation (plus all unreimbursed interest and servicing advances and
Liquidation Expenses in connection therewith other than those paid from the
related Collateral Fund) exceeds the actual sales price obtained for the related
Mortgaged Property, and such Servicer shall withdraw the amount of such excess
from the related Collateral Fund, shall remit the same to the Trust Estate as
additional Liquidation Proceeds. After making such withdrawal, all amounts
remaining in the related Collateral Fund (after adjustment for all withdrawals
and deposits pursuant to subsection (c) in respect of such Mortgage Loan) shall
be released to the Purchaser.
Section 2.04 Termination
(a) With respect to all Mortgage Loans included in the Trust Estate,
the Purchaser's right to make any Election to Delay Foreclosure or any Election
to Foreclose and the Servicers' obligations under Section 2.01 shall terminate
(i) at such time as the Class Balance of the Class B Certificates has been
reduced to zero, (ii) if the greater of (x) 43% (or such lower or higher
percentage that represents the related Servicer's actual historical loss
experience with respect to the Mortgage Loans in the related pool as determined
by such Servicer) of the aggregate principal balance of all Mortgage Loans that
are in foreclosure or are more than 90 days delinquent on a contractual basis
and REO properties or (y) the aggregate amount that each Servicer estimates
through its normal servicing practices will be required to be withdrawn from the
related Collateral Fund with respect to Mortgage Loans as to which the Purchaser
has made an Election to Delay Foreclosure or an Election to Foreclosure, exceeds
(z) the then-current Class Balance of the Class B Certificates, (iii) upon any
transfer by the Purchaser of any interest (other than the minority interest
therein, but only if the transferee provides written acknowledgment to the
Servicers of the Purchaser's right hereunder and that such transferee will have
no rights hereunder) in the Class B Certificates (whether or not such transfer
is registered under the Pooling and Servicing Agreement), including any such
transfer in connection with a termination of the Trust Estate or (iv) upon any
breach of the terms of this Agreement by the Purchaser.
(b) Except as set forth in 2.04(a), this Agreement and the respective
rights, obligations and responsibilities of the Purchaser and the Servicers
hereunder shall terminate upon the later to occur of (i) the final liquidation
of the last Mortgage Loan as to which the Purchaser made any Election to Delay
Foreclosure or any Election to Foreclose and the withdrawal of all remaining
amounts in any Collateral Fund as provided herein and (ii) ten Business Days'
notice. The Purchaser's right to make an election pursuant to Section 2.02 or
Section 2.03 hereof with respect to a particular Mortgage Loan shall terminate
if the Purchaser fails to make any deposit required pursuant to Section 2.02(d)
or 2.03(b) or if the Purchaser fails to make any other deposit to any Collateral
Fund pursuant to this Agreement.
ARTICLE III
COLLATERAL FUNDS; SECURITY INTEREST
Section 3.01 Collateral Funds
Upon receipt from the Purchaser of the initial amount required to be
deposited in any Collateral Fund pursuant to Article II, the related Servicer
shall establish and maintain with ________________ as a segregated account on
its books and records an account (each, a "Collateral Fund"), entitled
"_____________________________________, for the benefit of registered holders of
Bank of America Mortgage Securities, Inc.; Mortgage Pass-Through Certificates,
Series __________. Amounts held in any Collateral Fund shall continue to be the
property of the Purchaser, subject to the first priority security interest
granted hereunder for the benefit of the Certificateholders, until withdrawn
from such Collateral Fund pursuant to Section 2.02 or 2.03 hereof. Each
Collateral Fund shall be an "outside reserve fund" within the meaning of the
REMIC Provisions, beneficially owned by the Purchaser for federal income tax
purposes. All income, gain, deduction or loss with respect to any Collateral
Fund shall be that of the Purchaser. All distributions from the Trust Fund to
any Collateral Fund shall be treated as distributed to the Purchaser as the
beneficial owner thereof.
Upon the termination of this Agreement and the liquidation of all Mortgage
Loans as to which the Purchaser has made any Election to Delay Foreclosure or
any Election to Foreclose pursuant to Section 2.04 hereof, the Servicers shall
distribute or cause to be distributed to the Purchaser all amounts remaining in
the Collateral Funds (after adjustment for all deposits and permitted
withdrawals pursuant to this Agreement) together with any investment earnings
thereon. In the event the Purchaser has made any Election to Delay Foreclosure
or any Election to Foreclose, prior to any distribution to the Purchaser of all
amounts remaining in the Collateral Funds, funds in the Collateral Funds shall
be applied consistent with the terms of this Agreement.
Section 3.02 Collateral Fund Permitted Investments.
Each Servicer shall, at the written direction of the Purchaser, invest the
funds in the related Collateral Fund in Collateral Fund Permitted Investments.
Such direction shall not be changed more frequently than quarterly. In the
absence of any direction, a Servicer shall select such investments in accordance
with the definition of Collateral Fund Permitted Investments in its discretion.
All income and gain realized from any investment as well as any interest
earned on deposits in a Collateral Fund (net of any losses on such investments)
and any payments of principal made in respect of any Collateral Fund Permitted
Investment shall be deposited in such Collateral Fund upon receipt. All costs
and realized losses associated with the purchase and sale of Collateral Fund
Permitted Investments shall be borne by the Purchaser and the amount of net
realized losses shall be deposited by the Purchaser in the related Collateral
Fund promptly upon realization. Each Servicer shall periodically (but not more
frequently than monthly) distribute to the Purchaser upon request an amount of
cash, to the extent cash is available therefore in the related Collateral Fund,
equal to the amount by which the balance of such Collateral Fund, after giving
effect to all other distributions to be made from such Collateral Fund on such
date, exceeds the Required Collateral Fund Balance for such Collateral Fund. Any
amounts so distributed shall be released from the lien and security interest of
this Agreement.
Section 3.03 Grant of Security Interest
The Purchaser hereby grants to each Servicer for the benefit of the
Certificateholders under the Pooling and Servicing Agreement a security interest
in and lien on all of the Purchaser's right, title and interest, whether now
owned or hereafter acquired, in and to: (1) the Collateral Fund, (2) all amounts
deposited in the related Collateral Fund and Collateral Fund Permitted
Investments in which such amounts are invested (and the distributions and
proceeds of such investments) and (3) all cash and non-cash proceeds of any of
the foregoing, including proceeds of the voluntary conversion thereof (all of
the foregoing collectively, the "Collateral").
The Purchaser acknowledges the lien on and the security interest in the
Collateral for the benefit of the Certificateholders. The Purchaser shall take
all actions requested by a Servicer as may be reasonably necessary to perfect
the security interest created under this Agreement in the Collateral and cause
it to be prior to all other security interests and liens, including the
execution and delivery to each Servicer for filing of appropriate financing
statements in accordance with applicable law. Each Servicer shall file
appropriate continuation statements, or appoint an agent on its behalf to file
such statements, in accordance with applicable law.
Section 3.04 Collateral Shortfalls.
In the event that amounts on deposit in a Collateral Fund at any time are
insufficient to cover any withdrawals therefrom that the related Servicer is
then entitled to make hereunder, the Purchaser shall be obligated to pay such
amounts to such Servicer immediately upon demand. Such obligation shall
constitute a general corporate obligation of the Purchaser. The failure to pay
such amounts within two Business Days of such demand (except for amounts to
cover interest on a Mortgage Loan pursuant to Sections 2.02(d) and 2.03 (b)),
shall cause an immediate termination of the Purchaser's right to make any
Election to Delay Foreclosure or Election to Foreclose and such Servicer's
obligations under this Agreement with respect to all Mortgage Loans to which
such insufficiencies relate, without the necessity of any further notice or
demand on the part of such Servicer.
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.01 Amendment.
This Agreement may be amended from time to time by the Servicers and the
Purchaser by written agreement signed by the Servicers and the Purchaser.
Section 4.02 Counterparts.
This Agreement may be executed simultaneously in any number of counterparts,
each of which counterparts shall be deemed to be an original, and such
counterparts shall constitute but one and the same instrument.
Section 4.03 Governing Law.
This Agreement shall be construed in accordance with the laws of the State
of New York and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.
Section 4.04 Notices.
All demands, notices and direction hereunder shall be in writing or by
telecopy and shall be deemed effective upon receipt to:
(a) in the case of the Servicers,
Bank of America, FSB
555 California Street
San Francisco, California 94104
Attention: _______________
Phone: _______________
Fax: _______________
Bank of America, N.A.
101 South Tryon Street
Charlotte, NC 28255
Attention: _______________
Phone: _______________
Fax: _______________
NationsBanc Mortgage Corporation
201 North Tryon Street
Charlotte, North Carolina 28255
Attention: _______________
Phone: _______________
Fax: _______________
(b) in the case of the Purchaser,
__________________________
__________________________
__________________________
Attention: _______________
Section 4.05 Severability of Provisions.
If any one or more of the covenants, agreements, provision or terms of
this Agreement shall be for any reason whatsoever, including regulatory, held
invalid, then such covenants, agreements, provisions or terms of this Agreement
and shall in no way affect the validity or enforceability of the other
provisions of this Agreement.
Section 4.06 Successors and Assigns.
The provisions of this Agreement shall be binding upon and inure to the
benefit of the respective successors and assigns of the parties hereto, and all
such provisions shall inure to the benefit of the Certificateholders; provided,
however, that the rights under this Agreement cannot be assigned by the
Purchaser without the consent of the Servicers.
Section 4.07 Article and Section Headings.
The article and section headings herein are for convenience of reference
only and shall not limit or otherwise affect the meaning hereof.
Section 4.08 Confidentiality.
The Purchaser agrees that all information supplied by or on behalf of the
Servicers pursuant to Sections 2.01 or 2.02, including individual account
information, is the property of the Servicers and the Purchaser agrees to hold
such information confidential and not to disclose such information.
Each party hereto agrees that neither it, nor any officer, director,
employee, affiliate or independent contractor acting at such party's direction
will disclose the terms of Section 4.09 of this Agreement to any person or
entity other than such party's legal counsel except pursuant to a final,
non-appealable order of court, the pendency of such order the other party will
have received notice of at least five business days prior to the date thereof,
or pursuant to the other party's prior express written consent.
Section 4.09 Indemnification.
The Purchaser agrees to indemnify and hold harmless the Servicers and the
Depositor and each person who controls the Servicers and the Depositor and each
of their respective officers, directors, affiliates and agents acting at the
Servicers' or the Depositor's direction (the "Indemnified Parties") against any
and all losses, claims, damages or liabilities to which they may be subject,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of, or are based upon, actions taken by, or actions not taken
by, the Servicers or the Depositor, or on their behalf, in accordance with the
provisions of this Agreement and (i) which actions conflict with the Servicers'
or the Depositor's obligations under the Pooling and Servicing Agreement, or
(ii) give rise to securities law liability under federal or state securities
laws with respect to the Certificates. The Purchaser hereby agrees to reimburse
the Indemnified Parties for the reasonable legal or other expenses incurred by
them in connection with investigating or defending any such loss, claim, damage,
liability or action. The indemnification obligations of the Purchaser hereunder
shall survive the termination or expiration of this Agreement.
<PAGE>
IN WITNESS WHEREOF, BAFSB, BANA, NMC and the Purchaser have caused their
names to be signed hereto by their respective officers thereunto duly
authorized, all as of the day and year first above written.
Bank of America, FSB
By: _____________________________
Name: ___________________________
Title: __________________________
Bank of America, N.A.
By: _____________________________
Name: ___________________________
Title: __________________________
NationsBanc Mortgage Corporation
By: _____________________________
Name: ___________________________
Title: __________________________
[Purchaser]
By: _____________________________
Name: ___________________________
Title: __________________________
