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BANK OF AMERICA MORTGAGE SECURITIES, INC.,
as Depositor,
BANK OF AMERICA, N.A.,
as Servicer,
and
THE BANK OF NEW YORK,
as Trustee
POOLING AND SERVICING AGREEMENT
Dated September 26, 2000
-----------------------
Mortgage Pass-Through Certificates
Series 2000-5
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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 Servicer....
Section 2.04 Representations and Warranties of the Depositor as to the
Mortgage Loans..............................................
Section 2.05 Designation of Interests in the REMIC........................
Section 2.06 Designation of Start-up Day..................................
Section 2.07 REMIC Certificate Maturity Date..............................
Section 2.08 Execution and Delivery of Certificates.......................
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Servicer to Service Mortgage Loans...........................
Section 3.02 Subservicing; Enforcement of the Obligations of Servicer.....
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
Servicer....................................................
Section 3.07 Trustee to Act as Servicer...................................
Section 3.08 Collection of Mortgage Loan Payments; Servicer Custodial
Account; 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 Account
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 Servicer
to be Held for the Trustee..................................
Section 3.17 Servicing Compensation.......................................
Section 3.18 Annual Statement as to Compliance............................
Section 3.19 Annual Independent Public Accountants' Servicing Statement;
Financial Statements........................................
Section 3.20 Advances.....................................................
Section 3.21 Modifications, Waivers, Amendments and Consents..............
Section 3.22 Reports to the Securities and Exchange Commission............
ARTICLE IV
SERVICER'S CERTIFICATE
Section 4.01 Servicer's Certificate.......................................
ARTICLE V
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;
REMIC ADMINISTRATION
Section 5.01 Distributions................................................
Section 5.02 Priorities of 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......................................
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 SERVICER
Section 7.01 Respective Liabilities of the Depositor and the Servicer......
Section 7.02 Merger or Consolidation of the Depositor or the Servicer......
Section 7.03 Limitation on Liability of the Depositor, the Servicer and
Others......................................................
Section 7.04 Depositor and Servicer 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 the 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 Appointment of Custodian.....................................
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....
ARTICLE X
TERMINATION
Section 10.01 Termination upon Purchase by the Depositor or Liquidation
of All Mortgage Loans.......................................
Section 10.02 Additional Termination Requirements..........................
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment....................................................
Section 11.02 Recordation of Agreement.....................................
Section 11.03 Limitation on Rights of Certificateholders...................
Section 11.04 Governing Law................................................
Section 11.05 Notices......................................................
Section 11.06 Severability of Provisions...................................
Section 11.07 Certificates Nonassessable and Fully Paid....................
Section 11.08 Access to List of Certificateholders.........................
Section 11.09 Recharacterization...........................................
<PAGE>
EXHIBITS
Exhibit A-1 - Form of Face of Class A-1 Certificate
Exhibit A-2 - Form of Face of Class A-2 Certificate
Exhibit A-3 - Form of Face of Class A-3 Certificate
Exhibit A-4 - Form of Face of Class A-4 Certificate
Exhibit A-5 - Form of Face of Class A-5 Certificate
Exhibit A-PO - Form of Face of Class A-PO Certificate
Exhibit A-WIO - Form of Face of Class A-WIO 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 - Mortgage Loan Schedule
Exhibit E - Request for Release of Documents
Exhibit F - Form of Certification of Establishment of Account
Exhibit G-1 - Form of Transferor's Certificate
Exhibit G-2A - Form 1 of Transferee's Certificate
Exhibit G-2B - Form 2 of Transferee's Certificate
Exhibit H - Form of Transferee Representation Letter
- for ERISA Restricted Certificates
Exhibit I - Form of Affidavit Regarding Transfer of
Residual Certificate
Exhibit J - Contents of Servicing File
Exhibit K - Form of Special Servicing Agreement
<PAGE>
POOLING AND SERVICING AGREEMENT
THIS POOLING AND SERVICING AGREEMENT, dated September 26, 2000, is
hereby executed by and among BANK OF AMERICA MORTGAGE SECURITIES, INC., as
depositor (together with its permitted successors and assigns, the "Depositor"),
BANK OF AMERICA, N.A., as servicer (together with its permitted successors and
assigns, the "Servicer"), 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 Servicer and the Trustee agree as follows:
PRELIMINARY STATEMENT
In exchange for the Certificates, the Depositor hereby conveys the
Trust Estate to the Trustee to create the Trust. The Trust Estate for federal
income tax purposes will be treated as a real estate mortgage investment conduit
(the "REMIC"). The Class A Certificates (other than the Class A-R Certificate)
and the Class B Certificates are referred to collectively as the "Regular
Certificates" and shall constitute "regular interests" in the REMIC. The Class
A-R Certificate shall be the "residual interest" in the REMIC. The Certificates
will represent the entire beneficial ownership interest in the Trust. The
"latest possible maturity date" for federal income tax purposes of all interests
created hereby will be the REMIC Certificate Maturity Date.
The following table sets forth characteristics of the Certificates,
together with the minimum denominations and integral multiples in excess thereof
in which the Classes of Certificates shall be issuable (except that one
Certificate of each Class of Certificates may be issued in any amount in excess
of the minimum denomination):
<PAGE>
Integral
Initial Class Multiples
Certificate Balance Pass-Through Minimum in Excess
Classes or Notional Amount Rate Denomination of Minimum
---------- ------------------- ----------- ------------ ----------
Class A-1 $ 212,095,000.00 7.750% $ 1,000 $ 1
Class A-2 $ 15,542,000.00 7.750% $ 1,000 $ 1
Class A-3 $ 17,570,000.00 7.750% $ 1,000 $ 1
Class A-4 $ 12,510,000.00 7.750% $ 1,000 $ 1
Class A-5 $ 30,000,000.00 7.750% $ 1,000 $ 1
Class A-PO $ 270,650.00 (1) $ 25,000 $ 1
Class A-WIO $ 282,634,926.00 (2) $29,629,632 $ 1
Class A-R $ 100.00 7.750% $ 100 N/A
Class B-1 $ 6,768,000.00 7.750% $ 25,000 $ 1
Class B-2 $ 2,256,000.00 7.750% $ 25,000 $ 1
Class B-3 $ 1,504,000.00 7.750% $ 25,000 $ 1
Class B-4 $ 1,053,000.00 7.750% $ 25,000 $ 1
Class B-5 $ 602,000.00 7.750% $ 25,000 $ 1
Class B-6 $ 602,207.89 7.750% $ 25,000 $ 1
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(1) The Class A-PO Certificates will be Principal-Only Certificates and will not
bear interest.
(2) Interest will accrue on the Class A-WIO Notional Amount as of any
Distribution Date at a per annum rate equal to (i) the weighted average of the
Net Mortgage Interest Rates of the Premium Mortgage Loans (based on the Stated
Principal Balances of the Premium Mortgage Loans on the Due Date in the month
preceding the month of such Distribution Date) minus (ii) 7.750%.
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: (a) For the Class A-2 Certificates, the
earlier to occur of (i) the Distribution Date following the Distribution Date on
which the Class Certificate Balance of the Class A-1 Certificates has been
reduced to zero or (ii) the Senior Credit Support Depletion Date; and (b) for
the Class A-4 Certificates, the earlier to occur of (i) the Distribution Date
following the Distribution Date on which the Class Certificate Balance of the
Class A-3 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 or Notional Amount, as applicable.
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 Account 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.
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 the Servicer 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 2000-5 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 2000-5." 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 Custodian: Initially, The Bank of New York; thereafter
any other Certificate Custodian acceptable to the Depository and selected by the
Trustee.
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, the Servicer or any affiliate thereof shall be deemed not
to be outstanding and the Percentage Interest and Voting Rights evidenced
thereby shall not be taken into account in determining whether the requisite
amount of Percentage Interests or Voting Rights, as the case may be, necessary
to effect any such consent has been obtained, unless such entity is the
registered owner of the entire Class of Certificates, provided that the Trustee
shall not be responsible for knowing that any Certificate is registered in the
name of such an affiliate unless one of its Responsible Officers has actual
knowledge.
Class: As to the Certificates, the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-PO, Class A-WIO, 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-PO, Class A-WIO and Class A-R Certificates.
Class A-2 Accrual Distribution Amount: For any Distribution Date and
the Class A-2 Certificates prior to the applicable 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-4 Accrual Distribution Amount: For any Distribution Date and
the Class A-4 Certificates prior to the applicale 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 A-WIO Notional Amount: As to any Distribution Date and the
Class A-WIO Certificates, the aggregate Stated Principal Balances of the Premium
Mortgage Loans on the Due Date in the month preceding the month of such
Distribution.
Class B Certificates: The Class B-1, Class B-2, Class B-3, Class
B-4, Class B-5 and Class B-6 Certificates.
Class Certificate Balance: With respect to any Class (other than the
Class A-WIO Certificates) and any date of determination, the Initial Class
Certificate Balance of such Class (plus, in the case of the Class A-2 and Class
A-4 Certificates, any Class A-2 Accrual Distribution Amounts or Class A-4
Accrual Distribution Amounts, as applicable, 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). The Class A-WIO Certificates are Interest-Only
Certificates and have no Class Certificate Balance.
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-2
and Class A-4 Certificates prior to the applicable Accretion Termination Date,
the amount included in the Class A-2 Accrual Distribution Amount or Class A-4
Accrual Distribution Date, as applicable, pursuant to clause (i) of the
definition thereof, but not distributed as interest on the Class A-2
Certificates or Class A-4 Certificates, as applicable) 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-2
and Class A-4 Certificates prior to the applicable Accretion Termination Date,
the amount included in the Class A-2 Accrual Distribution Amount or the Class
A-4 Accrual Distribution Amount, as applicable, pursuant to clause (ii) of the
definition thereof, but not distributed as interest on the Class A-2
Certificates or Class A-4 Certificates, as applicable) on such prior
Distribution Dates pursuant to clause (ii) of the definition of "Interest
Distribution Amount."
Closing Date: September 26, 2000.
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: Initially, the Trustee, and thereafter the Custodian, if
any, hereafter appointed by the Trustee pursuant to Section 9.12. The Custodian
may (but need not) be the Trustee or any Person directly or indirectly
controlling or controlled by or under common control of either of them. Neither
the Servicer nor the Depositor, nor any Person directly or indirectly
controlling or controlled by or under common control with any such Person may be
appointed Custodian.
Customary Servicing Procedures: With respect to the Servicer,
procedures (including collection procedures) that the 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, 2000.
Cut-Off Date Pool Principal Balance: The aggregate of the Cut-Off
Date Principal Balances of the Mortgage Loans which is $300,772,957.89.
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 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 Servicer in
accordance with the terms of such Mortgage Loan as in effect on the Cut-Off
Date.
Debt Service Reduction Mortgage Loan: Any Mortgage Loan that became
the subject of a Debt Service Reduction.
Defective Mortgage Loan: Any Mortgage Loan which is required to be
cured, repurchased or substituted for pursuant to Sections 2.02 or 2.04.
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 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 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 7.750% per annum.
Distribution Date: The 25th day of each month beginning in October
2000 (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, N.A., or (b) 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
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, 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 Servicer,
(ii) does not have any direct financial interest or any material indirect
financial interest in the Depositor or the Servicer or in an affiliate of either
of them, and (iii) is not connected with the Depositor or the Servicer as an
officer, employee, promoter, underwriter, trustee, partner, director or person
performing similar functions.
Indirect Depository Participant: A broker, dealer, bank or other
financial institution or other Person maintaining a custodial relationship with
a Depository Participant.
Initial Bankruptcy Loss Amount: $100,000.00.
Initial Class Certificate Balance: As to each Class of Certificates
(other than the Class A-WIO Certificates), the Class Certificate Balance set
forth in the Preliminary Statement. The Class A-WIO Certificates are
Interest-Only Certificates and have no Initial Class Certificate Balance.
Initial Fraud Loss Amount: $6,015,459.16.
Initial Notional Amount: As to the Class A-WIO Certificates, the
Notional Amount set forth in the Preliminary Statement.
Initial Special Hazard Amount: $3,007,729.58.
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.
Interest-Only Certificates: Any Class of Certificates entitled to
distributions of interest, but no distributions of principal. The Class A-WIO
Certificates are the sole Class of Interest-Only Certificates.
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
Servicer has certified (in accordance with this Agreement) that it has received
all proceeds it expects to receive in connection with the liquidation of such
Mortgage Loan including the final disposition of an REO Property.
Liquidation Proceeds: Amounts, including Insurance Proceeds,
received in connection with the partial or complete liquidation of defaulted
Mortgage Loans, whether through trustee's sale, foreclosure sale or otherwise or
amounts received in connection with any condemnation or partial release of a
Mortgaged Property and any other proceeds received in connection with an REO
Property, less the sum of related unreimbursed Servicing Fees and Advances.
Loan-to-Value Ratio: With respect to any Mortgage Loan and any date
of determination, the fraction, expressed as a percentage, the numerator of
which is the outstanding principal balance of the related Mortgage Loan at the
date of determination and the denominator of which is the Appraised Value of the
related Mortgaged Property.
MERS: As defined in Section 2.01(b)(iii).
Monthly Payment: The scheduled monthly payment on a Mortgage Loan
due on any Due Date allocable to principal and/or interest on such Mortgage Loan
which, unless otherwise specified herein, shall give effect to any related Debt
Service Reduction and any Deficient Valuation that affects the amount of the
monthly payment due on such Mortgage Loan.
Moody's: Moody's Investors Service, Inc., or any successor thereto.
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: The Mortgage Loan Purchase
Agreement, dated September 26, 2000, between the Bank of America, N.A., as
seller, and the Depositor, as purchaser.
Mortgage Loan Schedule: The list of Mortgage Loans (as from time to
time amended by the 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, 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
Servicing Fee Rate and the Trustee Fee Rate.
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 7.750%. As
to any Mortgage Loan that is not a Discount Mortgage Loan, 100%.
Non-PO Principal Amount: As to any Distribution Date, the sum of the
applicable Non-PO Percentage of (a) the principal portion of each Monthly
Payment (without giving effect, prior to the reduction of the Bankruptcy Loss
Amount to zero, to any reductions thereof caused by any Debt Service Reductions)
due on each Mortgage Loan on the related Due Date, (b) the Stated Principal
Balance, as of the date of repurchase, of each Mortgage Loan that was
repurchased by the Depositor pursuant to this Agreement as of such Distribution
Date, (c) any Substitution Adjustment Amount in connection with a Defective
Mortgage Loan received with respect to such Distribution Date, (d) any
Liquidation Proceeds allocable to recoveries of principal of Mortgage Loans that
are not yet Liquidated Mortgage Loans received during the calendar month
preceding the month of such Distribution Date, (e) with respect to each Mortgage
Loan that became a Liquidated Mortgage Loan during the calendar month preceding
the month of such Distribution Date, the amount of Liquidation Proceeds
allocable to principal received during the calendar month preceding the month of
such Distribution Date with respect to such Mortgage Loan and (f) all Principal
Prepayments received during the calendar month preceding the month of such
Distribution Date.
Non-Supported Interest Shortfalls: As to any Distribution Date, the
amount, if any, by which the aggregate of Prepayment Interest Shortfalls exceeds
Compensating Interest for such Distribution Date.
Non-U.S. Person: A Person other than a U.S. Person.
Nonrecoverable Advance: Any portion of an Advance previously made or
proposed to be made in respect of a Mortgage Loan which has not been previously
reimbursed and which, in the good faith judgment of the Servicer, will not or,
in the case of a proposed Advance, would not be ultimately recoverable from the
related Mortgagor, related Liquidation Proceeds, or other recoveries in respect
of the related Mortgage Loan.
Notional Amount: The Class A-WIO Notional Amount.
Offered Certificates: The Class A, Class B-1, Class B-2 and Class
B-3 Certificates.
Officer's Certificate: A certificate signed by the Chairman of the
Board, Vice Chairman of the Board, President or a Vice President and by the
Treasurer, the Secretary or one of the Assistant Treasurers or Assistant
Secretaries, or any other duly authorized officer of the Depositor or the
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 the 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 2.00%
Class B-2 1.25%
Class B-3 0.75%
Class B-4 0.40%
Class B-5 0.20%
Class B-6 0.00%
Original Subordinate Certificate Balance: $12,785,207.89.
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 2.04.
Ownership Interest: As to any Certificate, any ownership or security
interest in such Certificate, including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or indirect, legal
or beneficial, as owner or as pledgee.
Pass-Through Rate: As to each Class of interest-bearing
Certificates, the per annum rate set forth or described in the Preliminary
Statement.
Paying Agent: As defined in Section 9.13.
Percentage Interest: As to any Certificate, the percentage obtained
by dividing the initial Certificate Balance or Initial Notional Amount, as
applicable, of such Certificate by the Initial Class Certificate Balance or
Initial Notional Amount, as applicable, of the Class of which such Certificate
is a part.
Periodic Advance: The payment required to be made by the 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) 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 the 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 "P-1" by Moody's 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 "P-1" by Moody's 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 "P-1" by
Moody's 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 "Aaa" by Moody's, 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 the
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 the 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 Servicer in
respect of such Distribution Date deposited to the Servicer Custodial Account
pursuant to Section 3.08(b)(vii); (ii) all Liquidation Proceeds received during
the preceding calendar month and deposited to the Servicer Custodial Account
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 Account 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 Account 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
Account 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.
Premium Mortgage Loan: Any Mortgage Loan with a Net Mortgage
Interest Rate that is equal to or more than 7.750% per annum.
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-5 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-5 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 Moody's. 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 2.07.
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 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 the 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 2.04, 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 the
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).
Seller: Bank of America, N.A., a national banking association, or
its successor in interest, as seller of the Mortgage Loans under the Mortgage
Loan Purchase Agreement.
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 2005 through September 2006 30%
October 2006 through September 2007 35%
October 2007 through September 2008 40%
October 2008 through September 2009 45%
October 2009 and thereafter 50%
Servicer: Bank of America, N.A., a national banking association, or
its successor in interest, in its capacity as servicer of the Mortgage Loans, or
any successor servicer appointed as herein provided.
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 separate Eligible Account or
Accounts created and maintained by the Servicer pursuant to Section 3.08(b).
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 the Servicer of its
servicing obligations, including, but not limited to (i) the preservation,
restoration and protection of a Mortgaged Property, (ii) expenses reimbursable
to the 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 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. The 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 the Servicer, or as
otherwise provided under Section 3.11.
Servicing Fee Rate: With respect to each Mortgage Loan, 0.25% per
annum.
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 the 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 the
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 2000 through September 2005............ 0%
October 2005 through September 2006............ 30%
October 2006 through September 2007............ 40%
October 2007 through September 2008............ 60%
October 2008 through September 2009............ 80%
October 2009 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.
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 the 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 the 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 Account or the
Certificate Account, in accordance with this Agreement, REO Property, the
Primary Insurance Policies and any other Required Insurance Policy.
Trustee: The Bank of New York, and its successors-in-interest and,
if a successor trustee is appointed hereunder, such successor, as trustee.
Trustee Fee: As to any Distribution Date, an amount equal to
one-twelfth of the Trustee Fee Rate multiplied by the aggregate Stated Principal
Balance of the Mortgage Loans immediately following the Due Date in the month
preceding the month in which such Distribution Date occurs.
Trustee Fee Rate: With respect to each Mortgage Loan, 0.0040% per
annum.
Underwriting Guidelines: The underwriting guidelines of Bank of
America, N.A.
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, (b) 1% of all Voting Rights shall be allocated to the
Holders of the Interest-Only Certificates and (c) 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 2000-5" (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 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 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 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 the 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 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 Servicer 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 the Servicer has not
received the information required to prepare such assignment in recordable form,
the 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 Servicer
to deposit in the Servicer Custodial Account the portion of such payment that is
required to be deposited in the 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 Servicer and the Depositor, or shall
cause the Custodian to promptly so notify the 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 Servicer shall amend the Mortgage Loan Schedule for the benefit
of the Certificateholders to reflect the removal of each Mortgage Loan that has
become a Defective Mortgage Loan and the substitution of the Substitute Mortgage
Loan or Loans and the 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 2.04. Upon any such
substitution and the deposit to the 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. The 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 the 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
Servicer.
The Servicer hereby makes the following representations and
warranties to the Depositor and the Trustee, as of the Closing Date:
(i)The 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 Servicer. The 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 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 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 Servicer to make this
Agreement valid and binding upon the 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 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 Servicer and will
not result in the breach of any term or provision of the charter or
by-laws of the 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 Servicer or its property
is subject, or result in the violation of any law, rule, regulation,
order, judgment or decree to which the Servicer or its property is
subject.
(iv) There is no action, suit, proceeding or investigation
pending or, to the best knowledge of the Servicer, threatened against the
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 Servicer, or in any material
impairment of the right or ability of the 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 Servicer
contemplated herein, or which would materially impair the ability of the
Servicer to perform under the terms of this Agreement.
The representations and warranties made 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 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 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 2.04 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, the Servicer, the Trustee or
the Custodian that any of the representations and warranties set forth in this
Section 2.04 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 2.05 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 2.06 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 2.07 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,
2030.
Section 2.08 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 Servicer to Service Mortgage Loans. For and on behalf
of the Certificateholders, the Servicer shall service and administer the
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, the 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. The 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, the 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 the 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. The 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 the Servicer to service
and administer the Mortgage Loans it services to the extent that the 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 Servicer, shall promptly execute such documents and deliver
them to the Servicer.
In accordance with the standards of the preceding paragraph, the
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 Servicer, 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 the Servicer (and of any successor to the
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
Servicer.
(a) The Servicer may arrange for the subservicing of any Mortgage
Loan it services by a Subservicer pursuant to a Subservicing Agreement;
provided, however, that such subservicing arrangement and the terms of the
related Subservicing Agreement must provide for the servicing of such Mortgage
Loan in a manner consistent with the servicing arrangements contemplated
hereunder. Notwithstanding the provisions of any Subservicing Agreement, any of
the provisions of this Agreement relating to agreements or arrangements between
the Servicer and a Subservicer or reference to actions taken through a
Subservicer or otherwise, the 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 the 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 Servicer with
the same force and effect as if performed directly by the Servicer.
(b) For purposes of this Agreement, the 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 the Servicer.
(c) As part of its servicing activities hereunder, the 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 the
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 Servicer, in its good faith business judgment,
would require were it the owner of the related Mortgage Loans. The 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 the Servicer shall
provide that it may be assumed or terminated by the Trustee, if the Trustee has
assumed the duties of the 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 the 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 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.
The 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 the Servicer against losses
resulting from dishonest or fraudulent acts committed by the Servicer's
personnel, any employees of outside firms that provide data processing services
for the Servicer, and temporary contract employees or student interns. Such
fidelity bond shall also protect and insure the 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 the 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 the Servicer by express waiver of FNMA or FHLMC.
Section 3.04 Access to Certain Documentation.
The 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. 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 the Servicer. Nothing
in this Section 3.04 shall limit the obligation of the Servicer to observe any
applicable law and the failure of the 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 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 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 Servicer shall notify the Trustee in
writing, it being understood that the Servicer shall not have any responsibility
or liability for any failure to recover under the Primary Insurance Policy for
such reason. If the Servicer determines that recoveries under the Primary
Insurance Policy are jeopardized by the financial condition of the insurer, the
Servicer shall obtain from another insurer which meets the requirements of this
Section 3.05 a replacement insurance policy. The 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 the 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 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 Servicer shall
obtain a replacement Primary Insurance Policy as provided above.
In connection with its activities as servicer, the 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. Pursuant to Section 3.09(a), any amounts collected by the Servicer under
any Primary Insurance Policy shall be deposited in the related Escrow Account,
subject to withdrawal pursuant to Section 3.09(b).
The 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 Servicer.
The Depositor may, but is not obligated to, enforce the obligations
of the Servicer hereunder and may, but is not obligated to, perform, or cause a
designee to perform, any defaulted obligation of the Servicer hereunder and in
connection with any such defaulted obligation to exercise the related rights of
the Servicer hereunder; provided that the 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 the Servicer nor
shall the Trustee or the Depositor be obligated to supervise the performance of
the 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
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.
The Servicer shall be solely liable for all fees owed by it to any Subservicer,
irrespective of whether the Servicer's compensation pursuant to this Agreement
is sufficient to pay such fees.
Section 3.07 Trustee to Act as Servicer.
If the Servicer shall for any reason no longer be the 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 the Servicer hereunder arising
thereafter (except that the Trustee shall not be (a) liable for losses of the
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 the Servicer hereunder). Any such assumption shall be subject to
Section 7.02. If the Servicer shall for any reason no longer be the 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 the 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 Servicer's
interest therein and to have replaced the Servicer as a party to any
Subservicing Agreement entered into by the 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 the Servicer shall not be relieved of any
liability or obligations under any such Subservicing Agreement.
The Servicer that is no longer the Servicer hereunder shall, upon
request of the Trustee, but at the expense of the 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 Account; and Certificate Account.
(a) Continuously from the date hereof until the principal and
interest on all Mortgage Loans are paid in full, the 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, the 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, the 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 the 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 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. The 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 Servicer shall establish and maintain the Servicer Custodial
Account. The Servicer shall deposit or cause to be deposited into the 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 the Servicer in respect of
the Mortgage Loans 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 the Mortgage Loans,
including Principal Prepayments;
(ii) all payments on account of interest on the 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 the Servicer pursuant to
Section 3.08(d) in connection with any losses on Permitted Investments
with respect to the Servicer Custodial Account;
(v) any amounts required to be deposited by the Servicer pursuant to
Section 3.14;
(vi) all Repurchase Prices and all Substitution Adjustment Amounts
received by the Servicer;
(vii) Periodic Advances made by the 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
Account by the Servicer 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 Servicer. If the Servicer shall deposit in the
Servicer Custodial Account any amount not required to be deposited, it may at
any time withdraw or direct the institution maintaining the Servicer Custodial
Account to withdraw such amount from the Servicer Custodial Account, any
provision herein to the contrary notwithstanding. The 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 Servicer or serviced by the Servicer
on behalf of others. Notwithstanding such commingling of funds, the Servicer
shall keep records that accurately reflect the funds on deposit in the Servicer
Custodial Account that have been identified by it as being attributable to the
Mortgage Loans it services. The Servicer shall maintain adequate records with
respect to all withdrawals made pursuant to this Section 3.08. All funds
required to be deposited in the 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 the 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 the 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 the Servicer.
(d) Each institution at which the Servicer Custodial Account or the
Certificate Account is maintained shall invest the funds therein as directed in
writing by the Servicer in Permitted Investments, which shall mature not later
than (i) in the case of the 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 or gain (net of any losses) realized from any
such investment of funds on deposit in the Servicer Custodial Account shall be
for the benefit of the 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 Servicer Custodial Account or the Certificate Account incurred in any such
account in respect of any such investments shall promptly be deposited by the
Servicer in the Servicer Custodial Account or by the Trustee in the Certificate
Account, as applicable.
(e) The Servicer shall give notice to the Trustee of any proposed
change of the location of the Servicer Custodial Account maintained by the
Servicer not later than 30 days and not more than 45 days prior to any change
thereof. The Trustee shall give notice to the Servicer, 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 the 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, the Servicer shall segregate and hold all funds
collected and received pursuant to each Mortgage Loan 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 2000-5 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. The
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, (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 the 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 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 the Servicer out of related Escrow Payments
made with respect to a Mortgage Loan for any Servicing Advance made by the
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 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, the 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. The
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 the 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 Servicer shall determine that any such payments are
made by the Mortgagor. The 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 Servicer shall advance any such payments
that are not timely paid, but the Servicer shall be required so to advance only
to the extent that such Servicing Advances, in the good faith judgment of the
Servicer, will be recoverable by the Servicer out of Insurance Proceeds,
Liquidation Proceeds or otherwise.
Section 3.10 Access to Certain Documentation and Information
Regarding the Mortgage Loans.
The Servicer shall afford the Trustee reasonable access to all
records and documentation regarding the Mortgage Loans 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 Servicer.
Upon reasonable advance notice in writing, the 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 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 the Servicer shall be entitled to be reimbursed by each such
Certificateholder for actual expenses incurred by the Servicer in providing such
reports and access.
Section 3.11 Permitted Withdrawals from the Servicer Custodial
Account and Certificate Account.
(a) The Servicer may from time to time make withdrawals from the
Servicer Custodial Account, for the following purposes:
(i) to pay to the 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 Servicer, as additional servicing compensation,
earnings on or investment income with respect to funds in or credited to
the Servicer Custodial Account;
(ii) to reimburse the 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 Servicer for any Nonrecoverable Advance
previously made;
(iv) to reimburse the 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 2.04, all
amounts received thereon after the date of such purchase;
(vi) to reimburse the 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 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 Servicer Custodial Account upon
termination of this Agreement pursuant to Section 10.01.
The Servicer shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
withdrawal from the Servicer Custodial Account pursuant to clauses (i), (ii),
(iv) and (v). Prior to making any withdrawal from the Servicer Custodial Account
pursuant to clause (iii), the Servicer shall deliver to the Trustee an Officer's
Certificate of a Servicing Officer indicating the amount of any previous Advance
determined by the 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 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.
The Servicer shall cause to be maintained for each Mortgage Loan,
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 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. The Servicer shall also maintain on REO Property, 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 the 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 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 the 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 Servicer, and shall provide for at least 30 days prior
written notice of any cancellation, reduction in amount or material change in
coverage to the 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, the Servicer may maintain a blanket
policy insuring against hazard losses on all of the Mortgaged Properties
relating to the Mortgage Loans 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 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 Servicer shall deposit in the 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
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, the 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 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 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 Servicer enters such agreement)
by the applicable Required Insurance Policies. The 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, the Servicer shall not be
deemed to be in default under this Section 3.13 by reason of any transfer or
assumption which the Servicer reasonably believes it is restricted by law from
preventing, for any reason whatsoever.
(b) Subject to the 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 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 the 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
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 Servicer shall
deliver an Officer's Certificate signed by a Servicing Officer stating that the
requirements of this subsection have been met. The 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 the Servicer for entering into an assumption or substitution of liability
agreement may be retained by the Servicer as additional master servicing
compensation. Notwithstanding the foregoing, to the extent permissible under
applicable law and at the request of the Servicer, the Trustee shall execute and
deliver to the Servicer any powers of attorney and other documents prepared by
the Servicer that are reasonably necessary or appropriate to enable the 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) The Servicer shall use reasonable efforts to foreclose upon or
otherwise comparably convert the ownership of Mortgaged Properties securing such
of the Mortgage Loans 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, the Servicer shall follow
Customary Servicing Procedures and shall meet the requirements of the insurer
under any Required Insurance Policy; provided, however, that the 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
Servicer to commence or delay foreclosure proceedings with respect to delinquent
Mortgage Loans 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, the
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 Servicer Custodial Account). Any
such expenditures shall constitute Servicing Advances for purposes of this
Agreement.
The decision of the Servicer to foreclose on a defaulted Mortgage
Loan shall be subject to a determination by the 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 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
Servicer shall either itself or through an agent selected by the 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, the Servicer may rent the same, or any part
thereof, as the Servicer deems to be in the best interest of the
Certificateholders for the period prior to the sale of such REO Property. The
Servicer shall prepare for and deliver to the Trustee a statement with respect
to each REO Property 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 the 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 Servicer Custodial Account no later than the
close of business on each Determination Date. The Servicer shall perform, with
respect to the Mortgage Loans, 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. The 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 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 the 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 the Servicer's
expense) or the 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 Servicer has agreed to indemnify and hold harmless the
Trust with respect to the imposition of any such taxes. The Servicer shall
identify to the Trustee any Mortgaged Property relating to a Mortgage Loan held
by the Trust for 30 months for which no plans to dispose of such Mortgaged
Property by the Servicer have been made. After delivery of such identification,
the 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 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 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 Servicer for any related unreimbursed Servicing Advances
and Servicing Fees; second, to reimburse the Servicer for any unreimbursed
Periodic Advances and to reimburse the Servicer Custodial Account for any
Nonrecoverable Advances (or portions thereof) that were previously withdrawn by
the 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 Servicer as additional servicing compensation pursuant to
Section 3.17.
(b) The Servicer shall promptly notify the Depositor of any Mortgage
Loan 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 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 the
Servicer of a notification that payment in full will be escrowed in a manner
customary for such purposes, the 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 the Servicer with
the Mortgage File) of a Request for Release (which may be delivered in an
electronic format acceptable to the Trustee and the 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 Servicer. The Trustee
shall at the Servicer's direction execute and deliver to the 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 the 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 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 Servicer. Subject to the further
limitations set forth below, the Servicer shall cause the Mortgage File so
released to be returned to the Trustee or the Custodian, as applicable, when the
need therefor by the Servicer no longer exists, unless the Mortgage Loan is
liquidated and the proceeds thereof are deposited in the Servicer Custodial
Account, in which case the 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 the Servicer any powers of
attorney and other documents prepared by the Servicer that are reasonably
necessary or appropriate to enable the Servicer to carry out its servicing and
administrative duties under this Agreement, upon the request of the 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 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
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 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
Servicer to be Held for the Trustee.
The 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 coming into the possession of the
Servicer from time to time and shall account fully to the Trustee for any funds
received by the Servicer or which otherwise are collected by the Servicer as
Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage Loan. The
documents constituting the Servicing File shall be held by the Servicer as
custodian and bailee for the Trustee. All Mortgage Files and funds collected or
held by, or under the control of, the 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
Servicer Custodial Account, shall be held by the 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. The Servicer
also agrees that it shall not knowingly create, incur or subject any Mortgage
File or any funds that are deposited in the 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 the 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 the Servicer shall be entitled to set off against and deduct from any such
funds any amounts that are properly due and payable to the Servicer under this
Agreement.
Section 3.17 Servicing Compensation.
The Servicer shall be entitled out of each payment of interest on a
Mortgage Loan (or portion thereof) and included in the Trust Estate to retain or
withdraw from the 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 Servicer to the
extent not required to be deposited in the Servicer Custodial Account pursuant
to Section 3.08(b). The 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 the
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 and (b) one-twelfth of 0.25% of
the aggregate Stated Principal Balance of such Mortgage Loans for such
Distribution Date (any such reduction, "Compensating Interest").
Section 3.18 Annual Statement as to Compliance.
The Servicer shall deliver to the Trustee and each Rating Agency on
or before 90 days after the end of the Servicer's fiscal year, commencing with
its 2000 fiscal year, an Officer's Certificate stating, as to the signer
thereof, that (a) a review of the activities of the Servicer during the
preceding calendar year and of the performance of the 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, the 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.
The Servicer shall, at its own expense, on or before 90 days after
the end of the Servicer's fiscal year, commencing with its 2000 fiscal year,
cause a firm of independent public accountants (who may also render other
services to the 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 the 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.
The 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 the Servicer determines it is required to make a Periodic Advance,
it shall, on or before the Servicer Advance Date, either (a) deposit into the
Servicer Custodial Account an amount equal to the Advance and/or (b) make an
appropriate entry in its records relating to the Servicer Custodial Account that
any portion of the Amount Held for Future Distribution in the Servicer Custodial
Account has been used by the Servicer in discharge of its obligation to make any
such Periodic Advance. Any funds so applied shall be replaced by the Servicer by
deposit in the Servicer Custodial Account no later than the close of business on
the Business Day preceding the next Servicer Advance Date. The Servicer shall be
entitled to be reimbursed from the 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. The Servicer shall inform the
Trustee of the amount of the Periodic Advance to be made by the Servicer on each
Servicer Advance Date no later than the related Remittance Date.
The 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 the Servicer to be a
Nonrecoverable Advance. Notwithstanding anything to the contrary, the 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, the Servicer may agree to any
modification, waiver, forbearance, or amendment of any term of any Mortgage Loan
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) The 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 the 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 constitute 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) the 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, the Servicer may permit a forbearance for a Mortgage Loan
which in the 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) The 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 the Servicer's discretion pursuant to the Mortgage
Loan and is permitted by the terms of this Agreement, require that such
Mortgagor pay to the 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 the
Servicer, which amount shall be retained by the Servicer as additional servicing
compensation.
(e) The Servicer shall notify the Trustee, in writing, of any
modification, waiver, forbearance or amendment of any term of any Mortgage Loan
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 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, the Servicer and the Depositor shall cooperate
with the Trustee in the preparation of any such report and shall provide to the
Trustee in a timely manner all such information or documentation as the Trustee
may reasonably request in connection with the performance of its duties and
obligations under this Section.
ARTICLE IV
SERVICER'S CERTIFICATE
Section 4.01 Servicer's Certificate.
Each month, not later than 12:00 noon Eastern time on the Business
Day following each Determination Date, the Servicer shall deliver to the
Trustee, a Servicer's Certificate (in substance and format mutually acceptable
to the 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 providing such statement,
indicating the number and aggregate principal amount of Mortgage Loans which are
either one, two, three or more than three months delinquent and the book value
of any REO Property.
ARTICLE V
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;
REMIC ADMINISTRATION
Section 5.01 Distributions. On each Distribution Date, based solely
on the information in the Servicer's Certificate, the Trustee shall distribute
out of the Certificate Account (to the extent funds are available therein) to
each Certificateholder of record on the related Record Date (other than as
provided in Section 10.01 respecting the final distribution) (a) by check mailed
to such Certificateholder entitled to receive a distribution on such
Distribution Date at the address appearing in the Certificate Register, or (b)
upon written request by the Holder of a Regular Certificate (in the event such
Certificateholder owns of record 100% of a Class of Certificates or holds
Certificates of any Class having denominations aggregating $1,000,000 or more),
by wire transfer or by such other means of payment as such Certificateholder and
the Trustee shall agree upon, such Certificateholder's Percentage Interest in
the amount to which the related Class of Certificates is entitled in accordance
with the priorities set forth below in Section 5.02.
None of the Holders of any Class of Certificates, the Depositor, the
Servicer 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 Servicer 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 applicable Accretion Termination Date,
amounts that would have been distributed pursuant to this clause to the
Class A-2 and the Class A-4 Certificates will instead be distributed in
reduction of the Class Certificate Balances of the Classes of Certificates
specified in Section 5.02(b)(i) and (ii);
(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) (i) On each Distribution Date occurring prior to the applicable
Accretion Termination Date, based solely on the information contained in the
Servicer's Certificate, the Class A-2 Accrual Distribution Amount will be
allocated sequentially as follows:
first, to the Class A-1 Certificates, until their Class
Certificate Balance has been reduced to zero; and
second, to the Class A-2 Certificates, until their Class
Certificate Balance has been reduced to zero.
(ii) On each Distribution Date occurring prior to the applicable
Accretion Termination Date, based solely on the information contained in
the Servicer's Certificate, the Class A-4 Accrual Distribution Amount
will be allocated sequentially as follows:
first, to the Class A-3 Certificates, until their Class
Certificate Balance has been reduced to zero; and
second, to the Class A-4 Certificates, until their Class
Certificate Balance has been reduced to zero.
(iii) On each Distribution Date prior to the Senior Credit
Support Depletion Date, the amount distributable to the Class A
Certificates (other than the Class A-PO Certificates) pursuant to Section
5.02(a)(ii) for such Distribution Date, will be distributed in the
following order of priority:
first, to the Class A-R Certificate, until its Class
Certificate Balance has been reduced to zero;
second, to the Class A-5 Certificates, up to the Priority
Amount for such Distribution Date, until their Class Certificate Balance
has been reduced to zero;
third, to the Class A-1 Certificates, until their Class
Certificate Balance has been reduced to zero;
fourth, to the Class A-2 Certificates, until their Class
Certificate Balance has been reduced to zero;
fifth, to the Class A-3 Certificates, until their Class
Certificate Balance has been reduced to zero;
sixth, to the Class A-4 Certificates, until their Class
Certificate Balance has been reduced to zero; and
seventh, to the Class A-5 Certificates, until their Class
Certificate Balance has been reduced to zero.
The Class A-WIO Certificates are Interest-Only Certificates and are
not entitled to distributions in respect of principal.
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, the Servicer shall
inform the Trustee in writing with respect to each Mortgage Loan: (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-2 and Class A-4
Certificates, the respective Initial Class Certificate Balances, if
lower, 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 pro rata among the Senior
Certificates (other than the Class A-PO Certificates) in the aggregate on
the basis of their aggregate principal balance and among the Classes of
Subordinate Certificates on the basis of their respective Class
Certificate Balances immediately prior to the related Distribution Date.
Excess Losses allocated to the Senior Certificates (other than the Class
A-PO Certificates) will be allocated among such Classes pro rata on the
basis of their respective Class Certificate Balances or, in the case of
the Class A-2 and Class A-4 Certificates, the respective Initial Class
Certificate Balances, 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-2 and
Class A-4 Certificates, the respective Initial Class Certificate Balances, 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-2 Accrual
Distribution Amount, the Class A-4 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 Fee paid to or retained by the
Servicer 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;
(xv) the Special Hazard Loss Amount, the Fraud Loss Amount and
the Bankruptcy Loss Amount, in each case as of the related Determination
Date; and
(xvi) in the case of the Class A-WIO Certificates, the Class
A-WIO Notional Amount for the following Distribution 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 the 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, 2000, 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 the 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 Servicer 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 Servicer 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, 2.04
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.
Neither the Servicer nor the Trustee shall engage in a "prohibited
transaction" (as defined in Code Section 860F(a)(2)), except that, with the
prior written consent of the Servicer and the Depositor, the Trustee may engage
in the activities otherwise prohibited by the foregoing paragraphs (b), (c) and
(d); provided that the Servicer 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 Servicer shall have demonstrated to the
satisfaction of the Trustee that such action will not adversely affect the
rights of the Holders of the Certificates and the Trustee and that such action
will not adversely impact the rating of the Certificates.
ARTICLE VI
THE CERTIFICATES
Section 6.01 The Certificates. The Classes of Senior Certificates
and the Subordinate Certificates shall be substantially in the forms set forth
in Exhibits A-1, A-2, A-3, A-4, A-5, A-PO, A-WIO, 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, Class A-WIO 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 Class A-WIO
Certificates shall be available to investors in interests representing minimum
notional amounts of $29,629,632 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 delivered to the Depository or, pursuant to the Depository's
instructions on behalf of the Depository to, and deposited with, the Certificate
Custodian, and all other Classes of Certificates shall initially be issued in
definitive, fully-registered form.
The Certificates shall be executed by manual or facsimile signature
on behalf of the Trustee by an authorized officer or signatory. Certificates
bearing the manual or facsimile signatures of individuals who were, at the time
when such signatures were affixed, authorized to sign on behalf of the Trustee
shall bind the Trustee, notwithstanding that such individuals or any of them
have ceased to be so authorized prior to the execution and delivery of such
Certificates or did not hold such offices or positions at the date of such
Certificate. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless such Certificate shall have been
manually countersigned by the Trustee substantially in the form provided for
herein, and such countersignature upon any Certificate shall be conclusive
evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the date
of their countersignature.
Section 6.02 Registration of Transfer and Exchange of Certificates.
(a) The Trustee shall cause to be kept at an office or agency in the
city in which the Corporate Trust Office of the Trustee is located a Certificate
Register in which, subject to such reasonable regulations as it may prescribe,
the Trustee shall provide for the registration of Certificates and of transfers
and exchanges of Certificates as herein provided. The Trustee shall initially
serve as Certificate Registrar for the purpose of registering Certificates and
transfers and exchanges of Certificates as herein provided.
(b) At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of authorized denominations of a like Class,
tenor and aggregate Percentage Interest, upon surrender of the Certificates to
be exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange, the Trustee shall execute and the Trustee shall
authenticate, countersign and deliver the Certificates which the
Certificateholder making the exchange is entitled to receive. Every Certificate
presented or surrendered for transfer or exchange shall (if so required by the
Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by
a written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by, the Holder thereof or its attorney duly
authorized in writing.
(c) (i) Except as provided in paragraph (c)(iii) below, the
Book-Entry Certificates shall at all times remain registered in the name
of the Depository or its nominee and at all times: (A) registration of the
Certificates may not be transferred by the Trustee except to another
Depository; (B) the Depository shall maintain book-entry records with
respect to the Certificate Owners and with respect to ownership and
transfers of such Book-Entry Certificates; (C) ownership and transfers of
registration of the Book-Entry Certificates on the books of the Depository
shall be governed by applicable rules established by the Depository; (D)
the Depository may collect its usual and customary fees, charges and
expenses from its Depository Participants; (E) the Trustee shall deal with
the Depository as the representative of the Certificate Owners of the
Book-Entry Certificates for purposes of exercising the rights of Holders
under this Agreement, and requests and directions for and votes of the
Depository shall not be deemed to be inconsistent if they are made with
respect to different Certificate Owners; and (F) the Trustee may rely and
shall be fully protected in relying upon information furnished by the
Depository with respect to its Depository Participants and furnished by
the Depository Participants with respect to indirect participating firms
and persons shown on the books of such indirect participating firms as
direct or indirect Certificate Owners.
(ii) All transfers by Certificate Owners of Book-Entry Certificates
shall be made in accordance with the procedures established by the
Depository Participant or brokerage firm representing such Certificate
Owner. Each Depository Participant shall only transfer Book-Entry
Certificates of Certificate Owners it represents or of brokerage firms for
which it acts as agent in accordance with the Depository's normal
procedures.
(iii) If (A) (1) the Depository or the Depositor advises the Trustee
in writing that the Depository is no longer willing or able to properly
discharge its responsibilities as Depository, and (2) the Trustee or the
Depositor is unable to locate a qualified successor, (B) the Depositor at
its option advises the Trustee in writing that it elects to terminate the
book-entry system through the Depository or (C) after the occurrence of an
Event of Default, Certificate Owners representing at least 51% of the
aggregate Class Certificate Balances of the Book-Entry Certificates
together advise the Trustee and the Depository through the Depository
Participants in writing that the continuation of a book-entry system
through the Depository is no longer in the best interests of the
Certificate Owners, the Trustee shall notify all Certificate Owners,
through the Depository, of the occurrence of any such event and of the
availability of definitive, fully-registered Certificates (the "Definitive
Certificates") to Certificate Owners requesting the same. Upon surrender
to the Trustee of the related Class of Certificates by the Depository (or
by the Certificate Custodian, if it holds such Class on behalf of the
Depository), accompanied by the instructions from the Depository for
registration, the Trustee shall issue the Definitive Certificates. None of
the Servicer, 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, the 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
the 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 the 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 the 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 the 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 the Servicer of an Opinion of Counsel
satisfactory to the Trustee and the 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 successor thereto) 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 the 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 Servicer, the
Trustee, the Certificate Registrar and any agent of the Depositor, the Servicer,
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 Servicer, the Trustee, the
Certificate Registrar or any agent of the Servicer, the Trustee or the
Certificate Registrar shall be affected by notice to the contrary.
ARTICLE VII
THE DEPOSITOR AND THE SERVICER
Section 7.01 Respective Liabilities of the Depositor and the
Servicer. The Depositor and the Servicer 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 Servicer 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 the 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 the
Servicer. The Depositor and the 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 the Servicer may be merged or
consolidated, or any corporation resulting from any merger or consolidation to
which the Depositor or the Servicer shall be a party, or any Person succeeding
to the business of the Depositor or the Servicer, shall be the successor of the
Depositor or the 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 the Servicer shall be qualified to service
mortgage loans on behalf of FNMA or FHLMC.
Section 7.03 Limitation on Liability of the Depositor, the Servicer
and Others. None of the Depositor, the Servicer or any of the directors,
officers, employees or agents of the Depositor or of the 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 Servicer 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 Servicer and any director,
officer, employee or agent of the Depositor or the 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 Servicer
and any director, officer, employee or agent of the Depositor or the 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. Neither of the Depositor nor the Servicer 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 the 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 the Servicer shall be entitled to be
reimbursed therefor out of amounts attributable to the Mortgage Loans on deposit
in the Servicer Custodial Account as provided by Section 3.11.
Section 7.04 Depositor and Servicer Not to Resign. Subject to the
provisions of Section 7.02, neither the Depositor nor the Servicer 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 the Servicer shall be evidenced by an Opinion of Counsel to such
effect delivered to the Trustee. No such resignation by the Servicer shall
become effective until the Trustee or a successor servicer shall have assumed
the 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 the Servicer to deposit amounts in the 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 the Servicer duly to observe or perform
in any material respect any other covenants or agreements of the 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 the Servicer by the Trustee or the Depositor, or to the Servicer, 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 the
Servicer, or for the winding up or liquidation of the 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 the 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 the Servicer
or of or relating to substantially all of its property; or the 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 the Servicer to remit any Periodic Advance
required to be remitted by the 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 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 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 the Servicer under this Agreement. If an Event of
Default described in clause (e) hereof shall occur, the Trustee shall, by notice
to the Servicer, terminate all of the rights and obligations of the 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 the Servicer failed to make. On or after the receipt by
the Servicer of such written notice, all authority and power of the 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
the 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. The Servicer agrees to cooperate with
the Trustee in effecting the termination of the responsibilities and rights of
the Servicer hereunder, including, without limitation, the transfer to the
Trustee for the administration by it of all cash amounts that have been
deposited by the Servicer in the Servicer Custodial Account or thereafter
received by the 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 the Servicer pursuant hereto, the
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 the 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 the Servicer and upon
Event of Default. In the event that the Trustee shall have actual knowledge of
any failure of the Servicer specified in Section 8.01(a) or (b) which would
become an Event of Default upon the Servicer's failure to remedy the same after
notice, the Trustee shall give notice thereof to the 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 the Servicer receives a notice of
termination pursuant to Section 8.01, the Trustee shall be the successor in all
respects to the 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 the
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 the
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 the 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 the 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 the 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 the Servicer 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 Bank of America, N.A., 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 Bank of America, N.A., and (ii)
the highest figure obtained by the successor Servicer. Payment of the amount
calculated above shall be made to Bank of America, N.A., 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 Bank of America, N.A. under this Section 8.05(b).
(c) Any successor, including the Trustee, to the 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 the Servicer
is so required pursuant to Section 3.03.
Section 8.06 Notification to Certificateholders. Upon any
termination or appointment of a successor to the 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 Servicer 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 the 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 Servicer, 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 Servicer in respect of the Mortgage Loans or
deposited into the Servicer Custodial Account, or any other account hereunder
(other than the Certificate Account) by the 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 the 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 the 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 Servicer 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 the 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 Servicer (other
than if the Trustee shall assume the duties of the 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 the Servicer (other
than if the Trustee shall assume the duties of the 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
the 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 the Servicer (other than if the Trustee shall assume the duties
of the 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 Servicer, 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 "A2" by Moody's 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 the 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 Servicer 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 Servicer 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 Servicer, 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 Servicer
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 Servicer and the Trustee; the Servicer 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 Servicer
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 Servicer 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 Servicer
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 Servicer.
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 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 the Servicer and
the Trustee may consider necessary or desirable. If the 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 the 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 Servicer 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 Servicer. 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 Servicer. 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
Servicer 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 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 Appointment of Custodian. The Trustee may at any time
on or after the Closing Date, with the consent of the Depositor and the
Servicer, appoint one or more Custodians to hold all or a portion of the
Mortgage Files as agent for the Trustee, by entering into a custodial agreement
in a form acceptable to the Depositor and the Servicer. Subject to this Article
IX, the Trustee agrees to comply with the terms of each Custodial Agreement and
to enforce the terms and provisions thereof against the Custodian for the
benefit of the Certificateholders. Each Custodian shall be a depository
institution subject to supervision by federal or state authority, shall have a
combined capital and surplus of at least $10,000,000 and shall be qualified to
do business in the jurisdiction in which it holds any Mortgage File.
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 Servicer 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 Servicer; 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
Servicer, at any time terminate the agency of any Paying Agent by giving written
notice of termination to such Paying Agent and to the Servicer. 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 Servicer, a successor Paying Agent, shall give written
notice of such appointment to the Servicer 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 the 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.
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 Servicer 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 Servicer 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 of this Agreement, any amendment to this Agreement or the
related Prospectus Supplement, (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 Servicer 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 the
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 Servicer, Bank of America,
N.A., 2810 North Parham Road, Richmond, Virgina 23294, Attention: Servicing
Manager, with a copy to: Bank of America, N.A. 101 South Tryon Street,
Charlotte, North Carolina, 28255, Attention: General Counsel and Chief Financial
Officer, (c) in the case of the Trustee, 101 Barclay Street - 12E, New York, New
York 10286, Attention: Corporate Trust - MBS Group (Fax: (212) 815-5309), (d) in
the case of Moody's, Moody's Investors Service, Inc., 99 Church Street, New
York, New York 10007, Attn: Residential Mortgage Monitoring Group, and (e) in
the case of Fitch, Fitch, 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 Servicer 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: Judy Ford
Title: Vice President
BANK OF AMERICA, N.A.,
as Servicer
By:
------------------------------------
Name: Robert J. DeBenedet
Title: Senior Vice President
THE BANK OF NEW YORK,
as Trustee
By:
------------------------------------
Name:
Title:
<PAGE>
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 26th day of September, 2000, before me, a notary public in
and for the State of New York, personally appeared _________________, known to
me who, being by me duly sworn, did depose and say that s/he is a
________________ of The Bank of New York, a New York banking corporation, one of
the parties that executed the foregoing instrument; and that s/he signed his/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 26th day of September, 2000, before me, a notary public in
and for the State of North Carolina, personally appeared Judy Ford, 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 26th day of September, 2000, 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 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 2000-5
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 2000-5
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, 2000
First Distribution Date: October 25, 2000
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $212,095,000.00
Pass-Through Rate: 7.750%
CUSIP No.: 060506 NV 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 26, 2000 (the
"Pooling and Servicing Agreement"), among the Depositor, Bank of America, N.A.,
as servicer (the "Servicer"), 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 Servicer 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 2000-5
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").
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 2000-5
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, 2000
First Distribution Date: October 25, 2000
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $15,542,000.00
Pass-Through Rate: 7.750%
CUSIP No.: 060506 NW 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 26, 2000 (the
"Pooling and Servicing Agreement"), among the Depositor, Bank of America, N.A.,
as servicer (the "Servicer"), 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 Servicer 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 2000-5
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 2000-5
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, 2000
First Distribution Date: October 25, 2000
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $17,570,000.00
Pass-Through Rate: 7.750%
CUSIP No.: 060506 NX 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 26, 2000 (the
"Pooling and Servicing Agreement"), among the Depositor, Bank of America, N.A.,
as servicer (the "Servicer"), 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 Servicer 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 2000-5
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").
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 2000-5
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, 2000
First Distribution Date: October 25, 2000
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $12,510,000.00
Pass-Through Rate: 7.750%
CUSIP No.: 060506 NY 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 26, 2000 (the
"Pooling and Servicing Agreement"), among the Depositor, Bank of America, N.A.,
as servicer (the "Servicer"), 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 Servicer 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 2000-5
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 2000-5
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, 2000
First Distribution Date: October 25, 2000
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $30,000,000.00
Pass-Through Rate: 7.750%
CUSIP No.: 060506 NZ 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 26, 2000 (the
"Pooling and Servicing Agreement"), among the Depositor, Bank of America, N.A.,
as servicer (the "Servicer"), 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 Servicer 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 2000-5
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 2000-5
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, 2000
First Distribution Date: October 25, 2000
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $270,650.00
CUSIP No.: 060506 PA 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 26, 2000 (the
"Pooling and Servicing Agreement"), among the Depositor, Bank of America, N.A.,
as servicer (the "Servicer"), 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 Servicer 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-WIO
[FORM OF FACE OF CLASS A-WIO CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2000-5
Class A-WIO
[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 NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE LESS THAN THE AMOUNT
SET FORTH BELOW.
<PAGE>
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2000-5
Class A-WIO
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, 2000
First Distribution Date: October 25, 2000
Initial Notional Amount
of this Certificate
("Denomination"): $
Initial Notional Amount
of all Certificates
of this Class: $282,634,926.00
Pass-Through Rate: Variable Rate
CUSIP No.: 060506 PJ 5
This certifies that ______________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the aggregate Initial Notional Amount of all
Certificates of the Class to which this Certificate belongs) in certain monthly
distributions with respect to a Trust consisting primarily of the Mortgage Loans
deposited by Bank of America Mortgage Securities, Inc. (the "Depositor"). The
Trust was created pursuant to a Pooling and Servicing Agreement, dated September
26, 2000 (the "Pooling and Servicing Agreement"), among the Depositor, Bank of
America, N.A., as servicer (the "Servicer"), 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.
This Certificate does not evidence an obligation of, or an interest in,
and is not guaranteed by the Depositor, the Servicer 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-WIO Certificate represents the right to receive interest at
the Pass-Through Rate for such Class on the Class A-WIO Notional Amount. The
Pass-Through Rate applicable with respect to any Distribution Date is the per
annum rate equal to (i) the weighted average of the Net Mortgage Interest Rates
of the Premium Mortgage Loans (based on the Stated Principal Balances of the
Premium Mortgage Loans on the Due Date in the month preceding the month of such
Distribution Date) minus (ii) 7.750%. This Class A-WIO Certificate is not
entitled to any distributions with respect to principal on the Mortgage Loans in
the Trust.
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 2000-5
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 2000-5
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, 2000
First Distribution Date: October 25, 2000
Initial Certificate
Balance of this
Certificate
("Denomination"): $100.00
Initial Class Certificate
Balance of this Class: $100.00
Pass-Through Rate: 7.750%
CUSIP No.: 060506 PB 2
This certifies that _____________________ is the registered owner of 100%
Percentage Interest evidenced by this Certificate in certain monthly
distributions with respect to a Trust consisting of the Mortgage Loans deposited
by Bank of America Mortgage Securities, Inc. (the "Depositor"). The Trust was
created pursuant to a Pooling and Servicing Agreement, dated September 26, 2000
(the "Pooling and Servicing Agreement"), among the Depositor, Bank of America,
N.A., as servicer (the "Servicer"), 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 Servicer 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 any successor thereto) 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 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.
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 2000-5
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 SERVICER, 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 SERVICER 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 2000-5
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, 2000
First Distribution Date: October 25, 2000
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $6,768,000.00
Pass-Through Rate: 7.750%
CUSIP No.: 060506 PC 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 26, 2000 (the
"Pooling and Servicing Agreement"), among the Depositor, Bank of America, N.A.,
as servicer (the "Servicer"), 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 Servicer 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 2000-5
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 SERVICER, 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 SERVICER 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 2000-5
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, 2000
First Distribution Date: October 25, 2000
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $2,256,000.00
Pass-Through Rate: 7.750%
CUSIP No.: 060506 PD 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 26, 2000 (the
"Pooling and Servicing Agreement"), among the Depositor, Bank of America, N.A.,
as servicer (the "Servicer"), 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 Servicer 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 2000-5
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 SERVICER, 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 SERVICER 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 2000-5
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, 2000
First Distribution Date: October 25, 2000
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,504,000.00
Pass-Through Rate: 7.750%
CUSIP No.: 060506 PE 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 26, 2000 (the
"Pooling and Servicing Agreement"), among the Depositor, Bank of America, N.A.,
as servicer (the "Servicer"), 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 Servicer 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 2000-5
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 SERVICER, 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 SERVICER 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 2000-5
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, 2000
First Distribution Date: October 25, 2000
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,053,000.00
Pass-Through Rate: 7.750%
CUSIP No.: 060506 PF 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 26, 2000 (the
"Pooling and Servicing Agreement"), among the Depositor, Bank of America, N.A.,
as servicer (the "Servicer"), 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 Servicer 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 2000-5
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 SERVICER, 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 SERVICER 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 2000-5
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, 2000
First Distribution Date: October 25, 2000
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $602,000.00
Pass-Through Rate: 7.750%
CUSIP No.: 060506 PG 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 26, 2000 (the
"Pooling and Servicing Agreement"), among the Depositor, Bank of America, N.A.,
as servicer (the "Servicer"), 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 Servicer 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 2000-5
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 SERVICER, 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 SERVICER 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 2000-5
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, 2000
First Distribution Date: October 25, 2000
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $602,207.89
Pass-Through Rate: 7.750%
CUSIP No.: 060506 PH 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 26, 2000 (the
"Pooling and Servicing Agreement"), among the Depositor, Bank of America, N.A.,
as servicer (the "Servicer"), 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 Servicer 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. 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 Servicer 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 Servicer, the Certificate Registrar and the Trustee and
any agent of the Depositor, the Servicer, 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 Servicer, 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
MORTGAGE LOAN SCHEDULE
<TABLE>
<CAPTION>
Occ Prop
LoanNumber Borr Last Name Property_Street PropertyCity State Zip Code Type
<S> <C> <C> <C> <C> <C> <C> <C>
0022870992 HENDERSON 520 MOORE ROAD MORELAND GA 30259 P SF
0023699036 FELICE 608 CLEARWATER COUR MCDONOUGH GA 30252 P SF
0023788854 BRANDT 5711 SOUTH FLANDERS AURORA CO 80015 P PU
0023794076 FRENCH 328 BROADMOOR WAY MCDONOUGH GA 30253 P SF
0023838584 PERSON JR. 19505 EMERALD PARK DR LEESBURG VA 20175 P PU
0023839582 LIGHT 2616 WEST CANYON AVE SAN DIEGO CA 92123 P CO
0023882749 BHALLA 22 MEADOW WOODS LA REEDSVILLE PA 17084 P SF
0023897051 LEI 604 FIRESTONE DRIVE SILVER SPRI MD 20905 P PU
0023922669 SILVERMAN 1325 4TH AVENUE SAN FRANCIS CA 97122 P TH
0023983752 HERNANDEZ 339 SOUTH MYERS STR BURBANK CA 91506 P SF
0023987415 WHITE 5323 CEDAR VALLEY DR LOVELAND CO 80537 P PU
0023988306 RENNER 15030 RIDGEFIELD LANE COLORADO SP CO 80921 P PU
0023995392 KENDALL 6113 BRADFORD LANDIN GLEN ALLEN VA 23059 P PU
0023997349 CUNNINGHAM 6500 BRIARCREST COUR FORT WORTH TX 76132 P SF
0028064152 BRASWELL 16843 HIGHLAND RIDGE BELTON MO 64012 P SF
0028232957 ARONSON 19461NE14TH COURT MIAMI FL 33179 P SF
0028452357 RAMIREZ 9572 PINE MEADOWS LA BURKE VA 22015 P PU
0028452563 KRAUSE 14 ROSE CASTLE DRI SPRING TX 77379 P PU
0028469831 MORRIS 9052 MISTY CREEK DRI SARASOTA FL 34241 S PU
0028470334 MANCHANDA 18100 BLACK GOLD WAY BOYDS MD 20841 P PU
0028490373 CARPENTER 12206 CABO BLANCO COU HOUSTON TX 77041 P PU
0028493161 CHEEK 11615 STONEBRIAR DRIV CHARLOTTE NC 28277 P PU
0028528727 POTZLER 4 VINCA COURT PUEBLO CO 81001 P SF
0028530707 KRAMER 2330 SARAH COURT SIGNAL HILL CA 90806 P PU
0028536076 COE 6720 SETON HOUSE LAN CHARLOTTE NC 28277 P PU
0028539005 REED 2551 CHEVAL DR DAVIDSONVIL MD 21035 P SF
0028539237 AL-HALLAQ 1360 HIGHWAY 7 TROY KS 66087 P SF
0028540623 CAVANAUGH 29 TIFFANY PLACE BROOKLYN NY 11231 P CH
0028540979 HOLCOMBE 3513 BROADRUN DRIVE FAIRFAX VA 22033 P PU
0028543197 HASSELWANDER 2040 37TH STREET WASHINGTON DC 20007 P SF
0028556959 WILSON 6001 VAN HORN LANE FRISCO TX 75034 P PU
0028557114 GRIMES 400 FAIR MEADOWS LA EADS TN 38028 P SF
0028558120 BIERMANN 30229 ROBINSON HILL R GOLDEN CO 80403 P SF
0028568111 CHEN 1633 IMPERIAL CIRCLE NAPERVILLE IL 60563 P PU
0028570281 GLOMSKI 2655 WEST VIEW DRIVE NEW PRAGUE MN 56071 P SF
0028570331 REED 8950 HIGHVIEW LANE WOODBURY MN 55125 P SF
0028577625 STEELE JR 32 FOREST SIDE AVE SAN FRANCIS CA 94127 P SF
0028582591 REIS 6724 MELROSE DRIVE MCLEAN VA 22101 P PU
0028587517 LEPTICH 5629 PRINCESS CIRCLE CAPE CORAL FL 33914 P PU
0028588192 HARLEY 13305 SCOTCH RUN COUR CENTREVILLE VA 20120 P PU
0028588853 HENDERSON 302 OAKLAWN DRIVE COLLEYVILLE TX 76034 P SF
0028589752 SMITH 8016 CLEARWATER DRIV PARKVILLE MO 64152 P PU
0028591915 GRAHAM 360 VINE STREET GLEN ELLYN IL 60137 P SF
0028592376 CONNOR 1136 WOODLAND COURT BOULDER CO 80303 P PU
0028598654 ROBERTSON 285 STORM PEAK COUR STEAMBOAT S CO 80477 S SF
0028598712 MELKUS 21124NE43RD COURT REDMOND WA 98053 P PU
0028599173 SVANE 808 BENTBROOK LANE SHERMAN TX 75092 P PU
0028599504 MOSHTAGHI 114 LUCIA STREET DANIEL ISLA SC 29492 P PU
0028599918 FRANK 30248 225TH AVENUE SE BLACK DIAMO WA 98010 P SF
0028600302 WIRTH 5217 DEERGRASS COURT RALEIGH NC 27613 P PU
0028601474 DES PREZ, III 307 CLOVER SPRINGS CLOVERDALE CA 95425 P PU
0028601649 GLENN JR 10161 SHREWSBURY RUN COLLIERVILL TN 38017 P PU
0028603504 EDMISON, JR. 2802 N OCEAN BOULEVA N. MYRTLE B SC 29582 S SF
0028604064 PEURIFOY 120 PLEASANT HILL FAYETTEVILL GA 30215 P SF
0028606044 HOFMEISTER 4215 WEST LEXI CIRCL BROOMFIELD CO 80020 P PU
0028606911 SILVER RT9 BOX 65-2 SANTA FE NM 87505 P SF
0028607091 LAFRANCE 717 22ND AVENUE SEATTLE WA 98122 P SF
0028609931 HALLEMAN 10940NE48TH ST KIRKLAND WA 98033 P SF
0028613651 EATON 909 HANOVER DRIVE SOUTHLAKE TX 76092 P SF
0028615037 ROLLAND,JR. 457 HIGHFIELD COURT SEVERNA MD 21146 P SF
0028615706 PETERSON 875 WASHINGTON AVEN MUKILTEO WA 98275 P SF
0028618064 GOAD 127 GRANDVIEW DRIVE HAMPTON VA 23664 P SF
0028618429 LINDSAY 1419 OAK LAKE CIRCLE EADS TN 38028 P SF
0028622355 GRACE 3113 CASTLE PEAK AV SUPERIOR CO 80027 P PU
0028629095 FROEHNER 965NW198TH PLACE SHORELINE WA 98177 P SF
0028630549 LAPORTA 15902W 75TH TERRACE SHAWNEE KS 66217 P PU
0028630796 MOONEY 103 BELLEBROOK CIRC NASHVILLE TN 37205 P PU
0028631265 FIORE 37183 TURNBERRY ISLE PALM DESERT CA 92211 P PU
0028633212 PEEK 2335 TERREBONNE AVEN SAN DIMAS CA 91773 P SF
0028633246 ELLZEY 91W HORIZON RIDGE P THE WOODLAN TX 77382 P PU
0028635738 BLALOCK 3205NW19TH STREET OKLAHOMA CI OK 73107 P SF
0028636678 POZZI 3027NWRIO VISTA TERRA PORTLAND OR 97210 S SF
0028638518 LEMER 1923 FOREST GARDEN D KINGWOOD TX 77345 P PU
0028638872 ARMSTRONG 29020 8TH AVENUE SOUT FEDERAL WAY WA 98003 P SF
0028640811 JUKES 10728 BRAMBLECREST DR AUSTIN TX 78726 P PU
0028643013 COLAFRANCESCO 21113 NORTHEAST 60TH REDMOND WA 98053 P SF
0028644201 RANDALL 1716 LAUREL COURT BROOMFIELD CO 80020 P SF
0028645877 SIBO 9936 ENGLISH IVY COU COLORADO SP CO 80920 P PU
0028648855 WERTZ 698 JONES HILL BRENTWOOD TN 37027 P PU
0028648913 MEYER 11604 NORTHEAST 102ND KIRKLAND WA 98033 P SF
0028649978 ABTIN 12853NWLORRAINE DRIVE PORTLAND OR 97229 P PU
0028650414 CARR 3583 STEPHIES COURT ALEXANDRIA VA 22309 P PU
0028653996 STIDHAM 2782 TRIDENT COURT S SOUTHPORT NC 28461 S PU
0028654747 MCNEELY 5658S FOX CHASE DRIVE SOUTH OGDEN UT 84405 P SF
0028655009 SPAHR 6095 CASTLETON DRIVE SAN DIEGO CA 92117 P SF
0028655876 BEREUTER 1170 GODSEY COURT KELLER TX 76262 P SF
0028656064 ROSSER 7 CYPRESS POINT ABILENE TX 79606 P SF
0028656072 MARTIN 173 MERRIAM STREET WESTON MA 02493 P SF
0028656080 KATONA,JR. 8 SEATON GREEN SAN ANTONIO TX 78209 P PU
0028656098 HAMM 272 RUTLAND COURT SAN RAMON CA 94583 P SF
0028656551 LOMBARD 21241 DEVILS CANYON R CEDARPINES CA 92322 P SF
0028657013 SANDOVAL 3 ALSACE STREET LAGUNA NIGU CA 92677 P PU
0028658755 CHAMBERLAIN 6883 COUNTY ROAD 595 NEVADA TX 75173 P SF
0028660140 TRUSTY 193 VAQUERO ROAD SANTA FE NM 87505 P PU
0028661684 VALDEZ 5942 CRESTMONT AVENU LIVERMORE CA 94550 P SF
0028662435 THOMAS 464 EAGLE LANE SW ROCHESTER MN 55902 P SF
0028663771 GERO 6 CREEKSIDE COURT CORTE MADER CA 94925 P PU
0028666444 MOORE 9 BARK CHERRY LITTLETON CO 80127 P PU
0028666576 BOUDREAUX 3510 SUNSET BOULEVAR HOUSTON TX 77005 P SF
0028666600 FROMME 16208E CRESTLINE LANE AURORA CO 80015 P PU
0028666642 SHIPMAN 185 CYPRESS TREE LA BOULDER CRE CA 95006 P SF
0028666675 PHILLIPS 5 RIVERS CREEK JACKSON MS 39211 P SF
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0028773232 CORBIN 115W PEACE RIVER DRI FRESNO CA 93711 P TH
0028789386 ERBEN 3709 BOB WIRE ROAD SPICEWOOD TX 78669 P SF
0028794899 GRAVELY 5545 KETCH STREET LEWIS CENTE OH 43035 P SF
0028806347 COYNE 6576 GARDEN HIGHWAY SACRAMENTO CA 95837 P SF
0028814903 GOGGIN 276 ANCONA DRIVE LONG BEACH CA 90803 P SF
0028814937 SALINAS,JR. 5054 CARBONDALE WAY ANTIOCH CA 94509 P SF
0028814945 ADAMS 6312NE113TH STREET OKLAHOMA CI OK 73013 P SF
0028814952 WOJEWSKI 23695 MULLIGAN MILE RAPID CITY SD 57702 P PU
0028814960 DILLINGHAM 3362S HWY 46 SEGUIN TX 78155 S SF
0028820215 HUTCHISON 15090 RIDGEFIELD LANE COLORADO SP CO 80921 P PU
0028820249 LEE 958 SOUTH GRAND VIE LOS ANGELES CA 90006 P SF
0028820314 MALHOTRA 20419 TUBA STREET CHATSWORTH CA 91311 P SF
0028820405 HOAGLAND 6523 CELIA VISTA DRI SAN DIEGO CA 92115 P SF
0028820553 BAMBACH 30 MANEE AVENUE STATEN ISLA NY 10309 P SF
0028820611 MANTHEI 4320 SPENCER STREET TORRANCE CA 90503 P CO
0028820645 GROSS 1626 MORTON STREET ALAMEDA CA 94501 P SF
0028820686 TABAK 21853 PARVIN DRIVE SANTA CLARI CA 91350 P SF
0028821692 NONSTRAND 11 SUNNYSIDE AVENU DARIEN CT 06820 P SF
0028821825 HERNANDEZ 14 MAIN STREET NEWTOWN CT 06470 P SF
0028821841 BURLINGTON 1119 RIVERGATE DRIVE LODI CA 95242 P PU
0028821916 GAINES 20808 SANDY BROWN LAN ELGIN TX 78621 P SF
0028821940 WEINGART 2916 VALLEJO STREET DENVER CO 80211 P SF
0028822229 JAKUB ROUTE 4 BOX 2-G SANTA FE NM 87501 P SF
0028822286 HAKKINEN 1266 HILLCREST DRIVE SAN JOSE CA 95120 P SF
0028822310 TANKE 2363 BRYCE LANE DAVIS CA 95616 P SF
0028822344 TRAN 602 ALPHA COURT CAMPBELL CA 95008 P SF
0028822385 MATTEROLI 165 BANANA GROVE LA SAN JOSE CA 95123 P SF
0028822443 MEHRTASH 145 CAMINO BAILEN ESCONDIDO CA 92029 S PU
0028822450 MILLS 22122 WINDWARD WAY LAKE FOREST CA 92630 P SF
0028822526 TO 11583 DRY BARK COURT SAN DIEGO CA 92126 P PU
0028822591 KIEFER 5335 GOLDEN LEAF TRA NORCROSS GA 30092 P PU
0028822625 MCLAUGHLIN 162 MONROE ROAD QUINCY MA 02169 P SF
0028823938 BEEBE,JR 31006 OSPREY COURT ORANGE BEAC AL 36561 P PU
0028823987 FRAILEY 1474 PIERCE STREET BIRMINGHAM MI 48009 P SF
0028834935 CLAYTON 730 BENTGRASS COURT DACULA GA 30019 P PU
0028835007 CASE 1260 PINE HILL ROAD MCLEAN VA 22101 P SF
0028835031 BENSON 7096E MOUNTAIN BRUSH LITTLETON CO 80126 P PU
0028840072 MORRIS 18145 EAST PEAKVIEW P AURORA CO 80016 P PU
0028840312 POSADA 5500SW93 STREET MIAMI FL 33156 P SF
0028840361 LIEN 130 INTERLOCHEN DRI PEACHTREE C GA 30269 P SF
0028840429 RASCHKO 5022 VININGS ESTATES MABLETON GA 30126 P PU
0028840494 WARNER 24341 TURNBERRY COURT NAPERVILLE IL 60564 P SF
0028840551 SIEGEL 18 SADDLEROCK COUR SILVER SPRI MD 20902 P SF
0028848059 GAMBLE 69 RICHARD SWEET D WOODBRIDGE CT 06525 P SF
0028848521 STRASSER 116 BILTMORE BOULEV MASSAPEQUA NY 11758 P SF
0028848570 HARRISON 1495N CLYBOURN CHICAGO IL 60610 P PU
0028848653 WAGNER III 6 CHEROKEE COURT MONTVILLE NJ 07045 P SF
0028848679 CHAVEZ 3 BEAVER LANDING HARRISON NY 10528 P SF
0028848703 BUSWELL 1403 CORAL WAY CARLSBAD CA 92009 P PU
0028848729 WINGEN 22 PLEASANT DRIVE SOUTHBURY CT 06488 P SF
0028848786 WAYNE 4459 BIRDIE DRIVE CORONA CA 92883 P PU
0028848836 GABRIEL 2472 ANGORA COURT TRACY CA 95376 P SF
0028848893 ALI 29 ACANTHUS LAS FLORES CA 92688 P PU
0028848919 BIELAMOWICZ 2748 FREELAND CIRCLE NAPERVILLE IL 60564 P PU
0028848968 AGUIRRE 25816 DE QUINCY PLACE STEVENSON R CA 91381 P PU
0028849032 TRAVELLER 4443 BIRDIE DRIVE CORONA CA 92883 P PU
0028849107 WONG 27 AMARYLLIS COURT SO SAN FRAN CA 94080 P PU
0028849131 ABERG 282 A&B SAINT JOSEP LONG BEACH CA 90803 P 2F
0028849172 DECUIR 42 ARDMORE IRVINE CA 92602 P CO
0028849271 CHUNG 39 CARPENTERIA IRVINE CA 92602 P PU
0028849404 NEWMARK 114 MILL RIVER ROAD CHAPPAQUA NY 10514 P SF
0028849461 MARGULIS 2821 BAYVIEW DRIVE ALAMEDA CA 94501 P PU
0028850543 DAVISON 280 PARK AVENUE SOU NEW YORK NY 10010 P CO
0028851574 REDDIN 2527 LEMON TREE LANE CHARLOTTE NC 28211 P SF
0028851582 SHARON 6 BRENT FORT COUR COLLEGEVILL PA 19426 P SF
0028851590 JONES 4 HILLTOP PLACE MONTCLAIR NJ 07042 P SF
0028851616 ASHTIANI 2730 MAXINE CIRCLE CORONA CA 92882 P SF
0028851764 BYRNES 16 HEMPTOR ROAD NEW CITY NY 10956 P SF
0028851806 FRAZIER JR 24660 BLACKISTONE ROA HOLLYWOOD MD 20636 P SF
0028851863 DISPENSA 220 VINELAND AVENUE STATEN ISLA NY 10312 P SF
0028851871 EMANUEL 132 KETCHAMS ROAD SYOSSET NY 11791 P SF
0028851897 CAMACHO LOT 3 STONLEA COURT NANUET NY 10954 P SF
0028851905 ROTHSCHILD 27 HICKORY HILL RO TAPPAN NY 10983 P SF
0028851921 HUNT 1689 DREWLAINE DRIVE VIENNA VA 22182 P SF
0028851962 MARCHESE 90 GREEN ACRES AVE SCARSDALE NY 10583 P SF
0028852002 KOLAR 8 PYMM COURT STONY POINT NY 10980 P SF
0028852028 CATE 457 GRAPEVINE DRIVE CORONA CA 92882 P SF
0028852036 NAUHEIMER 9821 AETNA AVENUE MONTICELLO MN 55362 P SF
0028852044 CHAVALI 359 KENT STREET CHESTNUT HI MA 02467 P SF
0028852093 QUINN 5 ALLEN DRIVE MORRIS TOWN NJ 07960 P SF
0028852127 NAEGELE 3224 214TH STREET BAYSIDE NY 11361 P SF
0028852150 WUGMEISTER 128 WELLINGTON DRIV STAMFORD CT 06903 P SF
0028852234 KELSO 6324 BARSKY COURT FAIRFAX STA VA 22039 P PU
0028855922 GALIANO 406 DENOW ROAD PENNINGTON NJ 08534 P PU
0028856169 NGUYEN 5008 COLLIN CHASE PL FAIRFAX VA 22030 P PU
0028856904 GORDON 331 STINSON COURT GRANITE BAY CA 95746 P PU
0028857084 LAUGHLIN 4985NW120TH AVENUE CORAL SPRIN FL 33076 P PU
0028857324 BOHJANEN 1481 THORNHILL LANE WOODBURY MN 55125 P SF
0028857548 MEDVE 1002 PARK RIDGE DRIV MOUNT AIRY MD 21771 P PU
0028864593 KEMPER 27 CALLE CORVO PLACITAS NM 87043 P SF
0028877553 NASH 6416 SETTING SUN DRI HUNTINGTON CA 92648 P PU
0028877769 TOUKMAJI 38 CARPENTERIA IRVINE CA 92602 P PU
0028879476 CIARMOLI 1426 TURQUOISE DRIVE CARLSBAD CA 92009 P PU
0028879542 WIARD 1630SW155 AVE DAVIE FL 33326 P PU
<CAPTION>
Orig Curr Mat Paid Orig Rolled
LoanNumber LTV Rate First Pay Date P&I Thru Amt Amt Purpose
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
0022870992 95 9.5 20000901 20300801 2,516.26 00000000 299,250 2,299,102.80 PURCH
0023699036 80 9.25 20000901 20300801 2,217.93 00000000 269,600 2,269,460.24 REFINO
0023788854 80 8.25 20000801 20300701 2,332.31 20000901 310,450 2,310,052.70 PURCH
0023794076 77.2 9 20000901 20300801 2,236.85 20000901 278,000 2,2277,848.15 REFINO
0023838584 80 8.25 20000801 20300701 2,498.71 20000801 332,600 2,332,174.38 PURCH
0023839582 90 8.5 20000501 20300401 2,719.26 20000901 353,650 2,352,494.84 PURCH
0023882749 80 8.625 20000501 20300401 2,177.82 20000801 280,000 2,278,419.52 PURCH
0023897051 79.4 8.5 20000801 20300701 2,843.06 20000801 369,750 2,8369,300.42 PURCH
0023922669 68.4 8.875 20000401 20300301 5,171.69 20000801 650,000 5647,772.79 REFI
0023983752 95 8.625 20000501 20300401 2,275.81 20000801 292,600 2,291,625.59 PURCH
0023987415 70.8 8.5 20000601 20300501 2,368.25 20000901 308,000 2,3307,245.69 REFINO
0023988306 80 7.875 20000801 20300701 2,642.52 20000801 364,450 2,6363,946.72 PURCH
0023995392 80 8.75 20000801 20300701 2,391.26 20000801 303,960 2,303,608.96 PURCH
0023997349 80 8.875 20000801 20300701 5,601.35 20000801 704,000 5,701,288.01 REFINO
0028064152 80 8.75 20000601 20300501 3,650.29 20000801 464,000 3,6462,920.44 PURCH
0028232957 80 8.75 20000901 20300801 4,654.13 00000000 591,601 4,591,260.63 PURCH
0028452357 71.9 8.25 20000801 20300701 2,231.26 20000801 297,000 2,296,619.93 PURCH
0028452563 67.7 8.625 20000801 20300701 2,488.93 20000801 320,000 2,4319,620.78 PURCH
0028469831 80 8.75 20000601 20300501 2,253.90 20000801 286,500 2,2285,833.40 PURCH
0028470334 80 8.375 20000801 20300701 2,089.82 20000901 274,950 2,0274,607.01 PURCH
0028490373 80 8.375 20000701 20300601 2,340.26 20000801 307,900 2,3307,321.87 PURCH
0028493161 80 8.625 20000701 20300601 2,218.65 20000801 285,250 2,284,741.11 PURCH
0028528727 80 8.5 20000801 20300701 2,952.63 20000801 384,000 2,9383,533.09 PURCH
0028530707 80 8.5 20000801 20300701 2,112.98 20000801 274,800 2274,465.86 PURCH
0028536076 58.8 8.125 20000801 20300701 2,227.49 20000801 300,000 2,2299,606.19 PURCH
0028539005 90 8.5 20000701 20300601 2,283.63 20000801 296,994 2,2296,446.02 REFINO
0028539237 90 9 20000701 20300601 2,353.52 20000801 292,500 2,3292,016.08 REFINO
0028540623 85 8.5 20000801 20300701 2,679.66 20000801 348,500 2,6348,048.66 PURCH
0028540979 90 8.375 20000801 20300701 3,351.92 20000801 441,000 3,440,449.87 PURCH
0028543197 80 8.25 20000801 20300701 2,073.80 20000901 276,040 2,0275,686.74 PURCH
0028556959 68.2 8.875 20000801 20300701 2,554.02 20000801 321,000 2,5320,638.75 PURCH
0028557114 80 8.75 20000801 20300701 2,895.06 20000801 368,000 2,8367,267.84 REFINO
0028558120 70 8.5 20000801 20300701 2,368.26 20000801 308,000 2,3307,625.41 PURCH
0028568111 71.4 8.375 20000801 20300701 3,040.29 20000801 400,000 3,0399,501.02 PURCH
0028570281 75.7 8.625 20000801 20300701 2,061.14 20000901 265,000 2264,685.97 REFINO
0028570331 90 8.75 20000801 20300701 2,754.24 20000801 350,100 2,7349,695.67 PURCH
0028577625 63.8 8.875 20000901 20300801 5,967.34 20000901 750,000 5,9749,579.53 PURCH
0028582591 80 8.75 20000701 20300601 2,076.89 20000801 264,000 2,0263,541.00 PURCH
0028587517 71.1 9.25 20000801 20300701 2,632.57 20000901 320,000 2,6319,666.92 REFINO
0028588192 80 8.875 20000901 20300801 2,552.04 00000000 320,750 2,5320,570.17 PURCH
0028588853 79.9 8.75 20000801 20300701 2,659.05 20000901 338,000 2,6337,609.65 PURCH
0028589752 80 9.25 20000801 20300701 2,826.30 20000801 343,550 2,8343,192.43 PURCH
0028591915 75 9.25 20000801 20300701 2,745.68 20000801 333,750 2,7333,274.36 REFI
0028592376 61.9 8.625 20000801 20300701 3,320.54 20000801 426,920 3,3426,414.09 PURCH
0028598654 80 8.75 20000801 20300701 2,926.53 20000801 372,000 2,9371,570.38 PURCH
0028598712 80 9 20000801 20300701 2,198.23 20000801 273,200 2,272,900.42 PURCH
0028599173 80 9 20000901 20300801 3,379.41 00000000 420,000 3,419,770.59 REFINO
0028599504 90 9.125 20000801 20300701 2,562.14 20000801 314,900 2,314,563.55 PURCH
0028599918 60.9 8.625 20000801 20300701 2,368.37 20000801 304,500 2,3304,139.15 PURCH
0028600302 80 8.875 20000901 20300801 3,258.97 00000000 409,600 3,2409,370.36 PURCH
0028601474 76.2 9.125 20000901 20300801 2,301.77 20000901 282,900 2,282,749.45 PURCH
0028601649 75.5 8.75 20000801 20300701 2,163.43 20000801 275,000 2,274,682.41 PURCH
0028603504 80 9.125 20000801 20300701 3,254.54 20000901 400,000 3,2399,572.64 PURCH
0028604064 80 8.875 20000801 20300701 2,480.43 20000801 311,750 2,4311,399.15 PURCH
0028606044 90 9 20000801 20300701 2,171.68 20000801 269,900 2269,604.03 PURCH
0028606911 73.3 9.25 20000801 20300701 3,257.79 20000801 396,000 3,2395,587.84 PURCH
0028607091 94.9 9.25 20000801 20300701 2,237.68 20000801 272,000 2,2271,716.89 PURCH
0028609931 80 8.75 20000701 20300601 2,435.63 20000901 309,600 2,4308,759.50 PURCH
0028613651 80 8.5 20000901 20300801 2,638.92 00000000 343,200 2,6342,992.08 PURCH
0028615037 80 8.875 20000801 20300701 2,418.76 20000801 304,000 2,303,657.88 PURCH
0028615706 80 9.125 20000901 20300801 3,091.81 20000901 380,000 3379,797.77 PURCH
0028618064 89.5 8.875 20000801 20300701 2,705.20 00000000 340,000 2,7339,617.36 REFINO
0028618429 90 8.75 20000901 20300801 3,057.98 00000000 388,710 3,0388,486.36 PURCH
0028622355 90 9 20000801 20300701 2,286.74 20000901 284,200 2,2282,683.86 PURCH
0028629095 80 8.875 20000901 20300801 2,991.23 00000000 375,950 2,375,739.23 PURCH
0028630549 80 9.125 20000801 20300701 2,147.99 20000801 264,000 2,263,717.95 PURCH
0028630796 80 8.25 20000901 20300801 4,868.21 00000000 648,000 4,647,586.79 PURCH
0028631265 76 9.125 20000801 20300701 2,176.88 20000801 267,550 2,267,264.14 PURCH
0028633212 80 8.5 20000701 20300601 3,132.56 20000801 407,400 3,406,654.31 PURCH
0028633246 80 8.75 20000801 20300701 2,740.86 20000801 348,400 2,7347,997.66 PURCH
0028635738 90 8.875 20000801 20300701 2,828.52 20000801 355,500 2,8355,099.93 PURCH
0028636678 68.9 8.75 20000801 20300701 4,366.19 20000801 555,000 4,554,358.23 PURCH
0028638518 80 8.25 20000701 20300601 1,953.29 20000801 260,000 1,259,499.20 PURCH
0028638872 79.8 8.625 20000801 20300701 2,109.37 20000801 271,200 2,270,878.61 REFINO
0028640811 80 8.875 20000801 20300701 2,435.87 20000801 306,150 2,4305,477.33 PURCH
0028643013 95 9.125 20000701 20300601 2,141.08 20000801 263,150 2262,726.67 PURCH
0028644201 80 8.5 20000901 20300801 2,491.28 00000000 324,000 2,323,803.72 PURCH
0028645877 89.9 9 20000801 20300701 2,389.73 20000801 297,000 2,3296,674.32 PURCH
0028648855 60 8.625 20000801 20300701 2,333.37 20000801 300,000 2,3299,644.49 PURCH
0028648913 90 8.625 20000701 20300601 1,995.03 20000801 256,500 1,256,042.41 PURCH
0028649978 80 9 20000801 20300701 2,992.39 20000801 371,900 2,9371,492.20 PURCH
0028650414 80 8.5 20000701 20300601 2,604.70 20000801 338,750 2,6337,993.97 PURCH
0028653996 66.4 8.75 20000901 20300801 2,289.30 20001001 291,000 2,2290,832.58 REFINO
0028654747 90 8.75 20000801 20300701 2,478.11 20000801 315,000 2314,636.21 PURCH
0028655009 90 8.875 20000801 20300701 2,112.04 20000801 265,450 2265,151.26 PURCH
0028655876 77.5 8.75 20000801 20300701 3,132.25 20000801 398,150 3,397,690.19 REFINO
0028656064 90 8.5 20000701 20300601 3,321.71 20000901 432,000 3431,209.30 PURCH
0028656072 80 8.75 20000801 20300701 3,156.25 20000801 401,200 3,400,736.65 PURCH
0028656080 71.6 8.625 20000701 20300601 2,255.59 20000801 290,000 2,2289,482.65 REFINO
0028656098 75 8.625 20000801 20300701 2,858.38 20000801 367,500 2,8367,064.50 REFI
0028656551 80 8.625 20000801 20300701 2,134.26 20000901 274,400 2,274,074.82 PURCH
0028657013 80 8.75 20000801 20300701 2,674.78 20000801 340,000 2,6339,472.65 PURCH
0028658755 80 8.875 20000801 20300701 2,514.24 20000801 316,000 2,315,644.37 PURCH
0028660140 62.9 8.875 20000801 20300701 2,227.81 20000801 280,000 2,279,684.88 REFINO
0028661684 95 8.75 20000801 20300701 2,129.60 20000901 270,700 2,270,387.37 PURCH
0028662435 80 9.125 20000801 20300701 3,763.87 20000801 462,600 3,7462,105.77 PURCH
0028663771 80 9 20000801 20300701 3,424.47 20000801 425,600 3,4425,133.32 PURCH
0028666444 70.1 8.75 20000801 20300701 2,761.32 20000801 351,000 2,350,594.64 PURCH
0028666576 63.4 8.375 20000701 20300601 2,280.22 20000901 300,000 2,2299,436.68 PURCH
0028666600 80 8.5 20000801 20300701 2,202.17 20000801 286,400 2,286,051.77 PURCH
0028666642 80 8.75 20000801 20300701 2,139.83 20000801 272,000 2,271,685.86 PURCH
0028666675 57.7 8.375 20000901 20300801 3,199.90 00000000 421,000 3,420,738.33 REFINO
0028667202 62.4 8.5 20000801 20300701 4,305.92 20000801 560,000 4,3559,298.79 PURCH
0028669257 80 8.875 20000801 20300701 3,341.71 20000801 420,000 3419,527.34 PURCH
0028672152 80 8.625 20000801 20300701 3,184.67 20000901 409,450 3,408,964.76 PURCH
0028673242 71.4 8.375 20000801 20300701 3,800.36 20000801 500,000 3,8499,376.27 PURCH
0028674026 80 8.625 20000901 20300801 3,969.84 00000000 510,400 3,9510,098.66 PURCH
0028675346 69.8 8.625 20000901 20300801 2,333.37 00000000 300,000 2,3299,822.88 REFINO
0028680098 88.9 8.625 20000801 20300701 3,111.16 20000801 400,000 399,525.98 PURCH
0028680700 93.2 8.875 20000801 20300701 2,386.94 20000801 300,000 2,3299,662.38 PURCH
0028681112 84 8.375 20000801 20300701 2,266.54 20000801 298,200 2,2297,575.00 PURCH
0028682540 80 8.75 20000801 20300701 3,870.57 20000801 492,000 3,8491,431.80 PURCH
0028686152 82.6 8.375 20000801 20300701 2,698.26 00000000 355,000 2,6354,557.15 REFINO
0028686814 71.4 8.875 20000801 20300701 5,171.69 20000801 650,000 5649,268.51 PURCH
0028687861 80 8.5 20000801 20300701 4,152.13 20000801 540,000 4539,343.42 PURCH
0028687994 80 8.625 20000801 20300701 3,266.72 20000801 420,000 3,2419,502.28 PURCH
0028689479 80 8.5 20000901 20300801 2,570.48 00000000 334,300 2,5334,097.48 PURCH
0028689933 95 9.375 20000801 20300701 2,172.95 20000801 261,250 2,260,985.11 PURCH
0028690006 80 8.625 20000801 20300701 2,768.93 20000801 356,000 2,7355,578.13 PURCH
0028690105 90 8.875 20000801 20300701 2,051.57 20000801 257,850 2,257,559.83 PURCH
0028690188 80 8.75 20000801 20300701 3,587.35 20000801 456,000 3,5453,458.80 PURCH
0028690220 90 8.25 20000801 20300701 2,941.21 20000801 391,500 2390,998.99 PURCH
0028690758 72.4 8.5 20000901 20300801 2,268.29 00000000 295,000 2,2294,821.29 PURCH
0028693034 80 8.5 20000801 20300701 3,321.71 20000801 432,000 3431,474.73 PURCH
0028695724 80 8.625 20000801 20300701 3,142.28 20000801 404,000 3,403,521.23 PURCH
0028696276 95 9.25 20000801 20300701 2,176.80 20000801 264,600 2,264,324.59 PURCH
0028696508 80 8.625 20000801 20300701 2,240.04 20000801 288,000 2,2287,658.70 REFINO
0028697530 69.8 8.75 20000901 20300801 3,540.16 00000000 450,000 3,449,741.09 REFI
0028703387 80 8.625 20000801 20300701 3,434.72 20000801 441,600 3,4441,076.69 PURCH
0028703650 80 8.375 20000801 20300701 4,317.21 20000901 568,000 4567,291.45 PURCH
0028703676 80 8.625 20000801 20300701 3,042.71 00000000 391,200 3,390,736.42 PURCH
0028703692 80 8.625 20000801 20300701 4,044.51 20000801 520,000 4,519,327.89 PURCH
0028703981 80 8.5 20000801 20300701 2,798.85 20000801 364,000 2,7363,557.40 PURCH
0028704286 80 8.625 20000901 20300801 3,729.51 00000000 479,500 3,479,216.90 PURCH
0028704906 80 8.25 20000801 20300701 3,323.61 20000801 442,400 3,441,833.84 PURCH
0028705960 80 8.5 20000801 20300701 2,263.69 20000801 294,400 2,2294,042.02 PURCH
0028706364 62.6 8.75 20000801 20300701 2,635.45 20000801 335,000 2,6334,613.11 PURCH
0028706398 95 9.5 20000801 20300701 2,261.48 20000901 268,950 2,268,559.71 PURCH
0028706570 70.5 8 20000701 20300601 2,017.85 20000901 275,000 2,274,298.76 REFINO
0028706612 80 9.75 20000801 20300701 2,354.08 20000901 274,000 2,3273,743.30 PURCH
0028706844 62.2 8.625 20000801 20300701 2,558.93 20000901 329,000 2,5328,610.12 PURCH
0028706893 84.7 8.625 20000801 20300701 2,371.48 20000801 304,900 2,304,538.69 REFINO
0028708360 75 8.5 20000801 20300701 2,640.84 20000801 343,450 2,6343,022.31 PURCH
0028708451 60 9 20000801 20300701 2,631.12 20000801 327,000 2326,508.88 PURCH
0028709236 80 8.5 20000801 20300701 2,502.43 20000801 325,450 2,5325,054.28 PURCH
0028709780 34 9 20000901 20300801 3,218.49 00000000 400,000 3,399,781.51 PURCH
0028710614 95 9.5 20000801 20300701 2,236.68 20000801 266,000 2,2265,737.27 PURCH
0028710994 75 8.5 20000901 20300801 2,103.37 00000000 273,550 2,273,384.28 PURCH
0028711828 80 8.75 20000901 20300801 2,517.44 20000901 320,000 2,319,710.75 PURCH
0028712222 79.8 8.75 20000901 20300801 2,729.85 00000000 347,000 2,7346,800.36 PURCH
0028712677 80 8.875 20000801 20300701 3,931.13 20000801 494,080 3493,523.96 PURCH
0028712990 80 8.25 20000801 20300701 2,187.69 20000801 291,200 2,290,827.34 PURCH
0028713071 90 8.75 20000801 20300701 2,707.82 20000801 344,200 2,7343,666.12 PURCH
0028713097 73.1 8.25 20000801 20300701 2,306.39 20000801 307,000 2,3306,607.13 REFINO
0028713543 72.9 9 20000901 20300801 2,615.02 20000901 325,000 2,324,822.48 PURCH
0028713568 80 8.25 20000901 20300801 2,152.75 20000901 286,550 2,286,367.28 PURCH
0028713881 95 9.25 20000801 20300701 2,125.38 20000801 258,350 2,258,081.11 PURCH
0028714418 90 8.375 20000801 20300701 2,536.36 20000801 333,700 2,5333,283.73 PURCH
0028714574 80 8.5 20000901 20300801 2,336.88 00000000 303,920 2,3303,735.89 PURCH
0028717247 58.9 8.375 20000801 20300701 2,394.23 20000801 315,000 2,3314,607.05 PURCH
0028717932 80 8.625 20000901 20300801 2,062.70 00000000 265,200 2,0265,043.43 PURCH
0028718443 66.2 8.25 20000801 20300701 2,208.73 00000000 294,000 2,2293,623.75 PURCH
0028718526 80 8.25 20000801 20300701 3,005.07 20000801 400,000 3,0399,488.11 PURCH
0028719136 75 8.875 20000801 20300701 2,536.12 20000901 318,750 2,318,391.28 REFI
0028719367 79.2 8.75 20000801 20300701 3,272.68 20000801 416,000 3,2415,519.56 PURCH
0028719508 59.1 8.625 20000801 20300701 2,481.15 20000801 319,000 2318,621.97 PURCH
0028719797 80 8.75 20000801 20300701 2,138.65 20000901 271,850 2,271,536.04 PURCH
0028719813 94.9 8.25 20000801 20300701 2,215.11 20000801 294,850 294,350.12 PURCH
0028720308 85 8.25 20000901 20300801 2,043.45 00000000 272,000 2,0271,826.55 PURCH
0028720381 80 8.5 20000801 20300701 2,576.79 20000801 335,120 2,5334,712.52 PURCH
0028721520 61.4 8.25 20000801 20300701 2,629.44 20000801 350,000 2,6349,552.09 PURCH
0028721538 80 8.5 20000801 20300701 2,091.45 20000901 272,000 2,271,669.27 PURCH
0028721546 80 8.375 20000901 20300801 2,371.43 00000000 312,000 2,311,806.07 REFINO
0028721827 85 8.75 20000901 20300801 2,507.22 20000901 318,700 2,5318,516.63 PURCH
0028721884 80 8.25 20000901 20300801 2,999.06 20000901 399,200 2,9398,945.44 PURCH
0028721991 80 8.25 20000801 20300701 2,019.40 20000801 268,800 2,268,456.02 PURCH
0028722064 80 8.25 20000801 20300701 2,229.76 20000801 296,800 2,2296,420.18 PURCH
0028722114 80 8.375 20000801 20300701 2,362.30 20000801 310,800 2,3310,412.30 PURCH
0028722312 79.3 8.375 20000901 20300801 3,648.35 00000000 480,000 3,6479,701.65 PURCH
0028722411 70 8.25 20000801 20300701 2,361.23 20000801 314,300 2,313,897.79 PURCH
0028723252 80 8.625 20000801 20300701 2,405.06 20000801 309,216 2,4308,849.55 PURCH
0028724078 79.5 8.5 20000901 20300801 2,740.41 00000000 356,400 2,356,184.09 PURCH
0028725059 80 7.875 20000801 20300701 2,378.23 20000801 328,000 2,3327,547.06 PURCH
0028725398 80 8.5 20000901 20300801 2,478.98 00000000 322,400 2,4322,204.69 PURCH
0028725505 57.8 8.375 20000901 20300801 4,940.47 00000000 650,000 4,9649,595.99 PURCH
0028726073 80 9 20000901 20300801 2,220.76 00000000 276,000 2,2275,849.24 PURCH
0028726081 79.2 8.5 20000901 20300801 2,344.42 00000000 304,900 2,3304,715.29 PURCH
0028726206 68 8.25 20000901 20300801 2,065.98 00000000 275,000 2,0274,824.65 PURCH
0028726479 64 8.25 20000801 20300701 2,111.06 20000901 281,000 280,640.40 PURCH
0028727170 61.2 8.25 20000901 20300801 2,253.80 00000000 300,000 2,2299,808.70 REFI
0028727246 80 8.375 20000901 20300801 2,370.67 00000000 311,900 2,3311,706.13 PURCH
0028729655 90 8.625 20000801 20300701 2,233.03 20000801 287,100 2,2286,759.78 PURCH
0028730703 42.2 8.75 20000901 20300801 5,900.25 00000000 750,000 5,9749,568.50 PURCH
0028731206 80 8.375 20000901 20300801 2,358.12 00000000 310,250 2,310,057.17 PURCH
0028731339 80 8.5 20000801 20300701 2,314.43 20000801 301,000 2,300,634.01 PURCH
0028732055 71.2 8.625 20000801 20300701 4,044.51 20000901 520,000 4,519,383.77 PURCH
0028732550 80 8.625 20000901 20300801 2,812.49 00000000 361,600 2,361,386.51 PURCH
0028733673 74.4 8.125 20000901 20300801 4,144.85 00000000 558,230 4,557,864.83 REFINO
0028734143 95 8.25 20000801 20300701 2,286.35 20000801 304,332 2,2303,942.53 PURCH
0028734317 76.6 8.625 20000901 20300801 2,372.26 20000901 305,000 2,3304,819.93 PURCH
0028734432 68.4 8 20000901 20300801 2,935.06 20000901 400,000 2,9399,731.61 PURCH
0028735249 79.7 8.375 20000801 20300701 2,956.68 20000801 389,000 2,9388,514.75 PURCH
0028735785 57.5 8.5 20000801 20300701 3,229.44 20000801 420,000 3,2419,489.28 REFINO
0028739357 90 8.625 20000801 20300701 2,583.04 20000901 332,100 2,5331,706.45 PURCH
0028739498 80 8.625 20000801 20300701 2,030.03 20000801 261,000 2,0260,650.38 PURCH
0028739514 80 8.625 20000801 20300701 2,893.38 20000901 372,000 2,8371,552.54 REFINO
0028739522 80 8.5 20000901 20300801 3,906.08 00000000 508,000 3,9507,692.25 REFINO
0028739548 80 8.375 20000801 20300701 2,243.74 20000901 295,200 2,2294,831.74 REFINO
0028742443 88.9 8.625 20000801 20300701 2,488.93 20000801 320,000 2,4319,620.78 PURCH
0028742534 80 8.75 20000801 20300701 3,461.48 20000801 440,000 3,439,491.86 PURCH
0028743359 70.4 8.5 20000801 20300701 2,199.09 20000901 286,000 2,285,652.18 PURCH
0028743425 80 8.5 20000901 20300801 2,583.55 00000000 336,000 2,5335,796.45 PURCH
0028744613 80 8.75 20000801 20300701 3,776.16 20000801 480,000 3,479,445.66 PURCH
0028745891 85 8.625 20000801 20300701 2,644.49 00000000 340,000 2,6339,597.08 PURCH
0028748283 80 8.5 20000801 20300701 2,183.33 20000801 283,950 2,283,604.74 PURCH
0028749307 86 8.125 20000701 20300601 1,921.21 20000801 258,750 258,238.78 PURCH
0028750156 95 8.875 20000801 20300701 2,213.93 20000801 278,255 2,277,941.84 PURCH
0028750503 95 8.625 20000801 20300701 2,142.81 20000801 275,500 2275,173.52 PURCH
0028750545 80 8.5 20000901 20300801 2,196.02 20000901 285,600 2,285,426.98 PURCH
0028751121 90 8.75 20000801 20300701 2,321.95 20000801 295,150 2,294,809.14 PURCH
0028751725 70 8.5 20000901 20300801 4,978.71 20000901 647,500 4,647,107.75 PURCH
0028751907 80 8.5 20000801 20300701 1,967.65 20000801 255,900 1,255,588.85 PURCH
0028752418 80 8.75 20000801 20300701 2,547.73 20000801 323,850 2,5323,476.00 PURCH
0028752814 80 8.875 20000801 20300701 2,418.76 20000801 304,000 2,303,536.06 REFINO
0028753283 89.8 8.375 20000801 20300701 2,346.35 20000801 308,700 2,3308,314.90 PURCH
0028757094 31.4 8.625 20000901 20300801 3,111.16 20000901 400,000 399,727.84 REFINO
0028757607 80 8.375 20000801 20300701 2,067.40 20000801 272,000 2,0271,660.68 PURCH
0028758324 89.9 8.5 20000901 20300801 2,487.44 00000000 323,500 2,4323,304.02 PURCH
0028759769 75.1 8.5 20000901 20300801 4,997.94 00000000 650,000 4,9649,606.23 PURCH
0028760866 80 8.5 20000801 20300701 2,138.74 20000801 278,150 2,276,479.40 PURCH
0028761211 89.1 9 20000801 20300701 3,082.51 20000801 383,100 3,382,679.91 REFINO
0028761690 80 8.5 20000801 20300701 2,952.63 20000801 384,000 2,9383,533.09 PURCH
0028761864 79.4 8.5 20000801 20300701 2,112.98 20000801 274,800 2274,465.86 PURCH
0028761963 80 8.25 20000901 20300801 3,780.37 00000000 503,200 3,7502,879.13 PURCH
0028762433 80 8.125 20000901 20300801 3,035.33 00000000 408,800 3,0408,532.59 PURCH
0028762995 80 8.375 20000901 20300801 2,941.48 00000000 387,000 2,386,759.46 PURCH
0028765642 70 8.875 20000901 20300801 3,063.24 00000000 385,000 3,0384,784.16 PURCH
0028766863 80 8.25 20000901 20300801 2,704.56 00000000 360,000 2,7359,770.44 PURCH
0028770345 72.6 8.5 20000901 20300801 2,652.76 20000901 345,000 2,6344,790.99 PURCH
0028771087 80 8.5 20000901 20300801 2,798.84 20000901 364,000 2,7363,779.49 PURCH
0028771400 80 8.25 20000901 20300801 2,398.04 00000000 319,200 2,3318,996.46 PURCH
0028772044 85 8.5 20000901 20300801 2,396.32 00000000 311,650 2,3311,461.20 PURCH
0028773034 80 8.5 20000901 20300801 2,190.25 00000000 284,850 2,284,677.44 PURCH
0028783058 71.9 8.5 20000901 20300801 4,921.05 00000000 640,000 4,639,612.28 REFINO
0028784197 80 8.625 20000901 20300801 2,109.37 20000901 271,200 2,271,039.88 PURCH
0028788016 80 8.25 20000901 20300801 3,996.74 00000000 532,000 3,9531,660.76 PURCH
0028788818 80 8.5 20000801 20300701 3,616.97 20000801 470,400 3,469,828.04 PURCH
0028788909 80 8.625 20000801 20300701 2,501.99 20000901 321,680 2,321,298.80 PURCH
0028788917 80 8.25 20000901 20300801 2,045.32 00000000 272,250 2,0272,076.40 PURCH
0028789931 95 8.75 20000901 20300801 2,249.57 00000000 285,950 2,2285,785.48 PURCH
0028793479 80 8.375 20000901 20300801 2,360.03 00000000 310,500 2,3310,307.00 PURCH
0028794790 80 9.5 20000901 20300801 3,282.69 00000000 390,400 3,2390,207.98 PURCH
0028795730 93.1 8.25 20000901 20300801 2,028.42 00000000 270,000 2,0269,827.83 PURCH
0028796308 80 8.625 20000901 20300801 3,017.82 00000000 388,000 3,387,770.93 PURCH
0028800001 80 8.375 20000901 20300801 3,009.89 00000000 396,000 3,0395,753.86 PURCH
0028800639 90 8.5 20000901 20300801 2,768.09 20000901 360,000 2,7359,781.91 PURCH
0028804508 75.6 8.5 20000901 20300801 3,075.65 20000901 400,000 3,0399,757.68 PURCH
0028806206 80 8.75 20000901 20300801 2,177.59 00000000 276,800 2,276,640.74 PURCH
0028807527 90 8.75 20000901 20300801 2,609.49 00000000 331,700 2,6331,509.16 PURCH
0028808491 67.7 8.25 20000901 20300801 2,929.94 20000901 390,000 2,9389,751.31 PURCH
0028809382 80 8.75 20000901 20300801 3,146.81 00000000 400,000 3399,769.86 PURCH
0028811255 80 8.625 20000901 20300801 3,745.84 00000000 481,600 3,7481,315.66 PURCH
0028811271 79.9 8.75 20000901 20300801 2,320.77 00000000 295,000 2,3294,830.27 PURCH
0028811685 90 8.375 20000901 20300801 2,544.72 00000000 334,800 2,5334,591.91 PURCH
0028815181 80 8.625 20000901 20300801 2,563.98 20000901 329,650 2,5329,455.38 PURCH
0028815629 80 8.25 20000801 20300701 2,854.82 20000801 380,000 2,8379,513.54 REFINO
0028817138 80 8.625 20000901 20300801 2,276.59 00000000 292,700 2,2292,527.19 PURCH
0028819712 80 8.875 20000901 20300801 2,991.62 00000000 376,000 2,375,789.21 PURCH
0028823151 80 8.5 20000901 20300801 2,448.22 00000000 318,400 2,4318,207.11 PURCH
0028823771 92.1 8.625 20000901 20300801 2,364.32 00000000 303,979 2,3303,799.53 PURCH
0028825826 77.3 8.25 20000901 20300801 2,321.42 00000000 309,000 2,308,802.96 PURCH
0028825917 80 8.625 20000901 20300801 3,328.94 00000000 428,000 3,3427,747.31 PURCH
0028829976 80 8.375 20000901 20300801 2,508.24 00000000 330,000 2,5329,794.89 PURCH
0028839041 63.2 8.5 20000901 20300801 2,498.97 00000000 325,000 2,4324,803.11 PURCH
0028839249 68.5 8.25 20000901 20300801 4,507.60 00000000 600,000 4,5599,617.40 PURCH
0028841898 80 8.5 20000901 20300801 2,275.98 00000000 296,000 2,2295,820.69 PURCH
0028843928 75.7 8.5 20000901 20300801 2,998.76 00000000 390,000 2,9389,763.74 PURCH
0028844249 64.5 8 20000901 20300801 2,201.30 00000000 300,000 2,299,798.70 PURCH
0028846301 68.4 8.125 20000901 20300801 2,413.12 00000000 325,000 2324,787.40 REFINO
0028859502 65.9 8.625 20000401 20300301 2,971.16 20000801 382,000 2380,622.23 REFINO
6000223559 78.8 8.875 20000901 20300801 2,466.50 00000000 310,000 2,4309,826.21 PURCH
6001948691 65.8 8.625 20000901 20300801 2,815.60 00000000 362,000 2,361,786.28 PURCH
6003256267 54.2 8.375 20000901 20300801 7,410.71 00000000 975,000 7974,393.98 REFINO
6004166481 95 8.5 20000901 20300801 2,154.89 00000000 280,250 2,280,080.21 PURCH
6004510159 62.7 8.375 20000801 20300701 2,850.28 20000801 375,000 2,8374,532.19 PURCH
6013057499 80 8.875 20000801 20300701 3,694.25 20000801 464,308 3,6463,785.46 PURCH
6014870288 66.7 8.625 20000901 20300801 5,055.64 00000000 650,000 5,0649,616.24 PURCH
6015574319 90 8.75 20000901 20300801 2,806.17 00000000 356,700 2,356,494.77 PURCH
6017363802 80 8.625 20000801 20300701 2,756.49 20000801 354,400 2,7353,980.02 PURCH
6018597259 57.1 8.375 20000801 20300701 3,800.37 20000801 500,000 3,8499,376.25 REFI
6018717063 80 8.375 20000601 20300501 2,310.62 20000801 304,000 2,303,236.24 PURCH
6023421107 56.6 8.25 20000901 20300801 2,253.80 00000000 300,000 2,2299,808.70 PURCH
6023975847 90 8.75 20000801 20300701 2,212.41 20000801 281,226 2280,819.41 PURCH
6026360492 79.8 8.75 20000801 20300701 2,863.59 20000801 364,000 2,8363,579.63 PURCH
6028107404 80 8.625 20001001 20300901 2,681.82 00000000 344,800 2,344,800.00 PURCH
6031697524 80 8.625 20000801 20300701 2,719.16 20000901 349,600 2349,185.70 PURCH
6036150271 80 8.5 20000901 20300801 2,116.05 00000000 275,200 2275,033.28 PURCH
6042914462 75 8.625 20000901 20300801 2,450.04 20000901 315,000 2,4314,814.02 PURCH
6043126926 80 8.5 20000801 20300701 2,511.74 20000801 326,660 2326,262.80 PURCH
6043455358 80 8.25 20000901 20300801 2,133.60 20000901 284,000 2,283,818.90 PURCH
6044375027 80 8.5 20000801 20300701 2,454.38 20000801 319,200 2,4318,665.22 PURCH
6045283683 27.2 8 20000901 20300801 3,786.23 00000000 516,000 3,7515,653.77 PURCH
6047594392 75 9 20000901 20300801 2,413.87 20000901 300,000 2,299,836.13 PURCH
6051833157 80 8.5 20000901 20300801 4,398.19 00000000 572,000 4,571,653.48 PURCH
6052381800 80 8.5 20000901 20300801 2,768.09 00000000 360,000 2,7359,781.91 PURCH
6061027840 65.2 8.5 20000801 20300701 2,883.43 20000801 375,000 2,8374,544.03 PURCH
6068923777 80 8.25 20000901 20300801 2,374.01 20000901 316,000 2,315,798.49 PURCH
6070850273 74.9 8.375 20000901 20300801 1,991.39 00000000 262,000 1261,837.15 REFI
6072269555 95 8.875 20000801 20300701 2,076.44 20000801 260,975 2,0260,681.30 PURCH
6075954161 74.2 8.25 20000901 20300801 2,479.18 00000000 330,000 2,329,789.57 PURCH
6076068417 80 8.5 20000901 20300801 2,583.55 00000000 336,000 2,5335,796.45 PURCH
6076500930 59.3 8.5 20000801 20300701 6,151.31 20000901 800,000 799,027.28 PURCH
6087819881 75 8.375 20000901 20300801 2,670.71 00000000 351,375 2,351,156.51 PURCH
6095253560 82.2 8.875 20000801 20300701 2,092.55 20000801 263,000 2,0262,704.01 REFINO
6098369090 65.5 8.5 20000901 20300801 3,675.41 00000000 478,000 3,477,710.42 REFI
6099265438 47.6 9.25 20000801 20300701 8,226.76 00000000 1,000,000 8,2998,959.15 REFI
6100643532 70 8 20000901 20300801 3,107.50 20000901 423,500 3,423,215.83 PURCH
6102083596 52 8.25 20000901 20300801 2,929.94 20000901 390,000 2,9389,751.31 PURCH
6103667512 89.9 7.5 20001001 20300901 2,237.49 00000000 320,000 2,2320,000.00 PURCH
6106415257 69.9 8.5 20001001 20300901 3,197.92 00000000 415,900 3,415,900.00 PURCH
6106870493 80 8.625 20000901 20300801 4,822.30 20000901 620,000 4,8619,633.95 PURCH
6111349525 59.6 9 20000801 20300701 3,282.87 20000801 408,000 3,2407,552.59 REFI
6112656746 58.5 8.25 20000901 20300801 2,103.55 00000000 280,000 2,279,821.45 PURCH
6116482016 31.7 7.375 20001001 20300901 3,453.38 00000000 500,000 3,4500,000.00 REFI
6117904810 78.5 8.625 20000901 20300801 2,838.94 00000000 365,000 2,8364,784.50 PURCH
6122088351 90 9 20000801 20300701 2,085.59 20000801 259,200 2,0258,915.76 PURCH
6125493327 80 8.375 20000901 20300801 2,280.22 20000901 300,000 2,2299,813.53 PURCH
6128239362 90 8.625 20000501 20300401 2,232.65 20000801 287,050 2,2286,190.34 PURCH
6136612303 80 8.625 20000901 20300801 2,924.49 20000901 376,000 2,9375,778.01 PURCH
6137526296 80 8.625 20001001 20300901 2,644.49 00000000 340,000 2,6340,000.00 PURCH
6138290587 25.1 8.125 20000801 20300701 4,826.24 20000801 650,000 4,8649,146.72 REFINO
6138673659 79.9 8.625 20000801 20300701 3,500.06 20000801 450,000 3,5449,466.73 PURCH
6142129250 55.4 8.5 20000901 20300801 3,344.78 00000000 435,000 3,3434,736.47 PURCH
6143343223 80 9.125 20000801 20300701 2,133.83 20000801 262,259 2,261,977.90 PURCH
6144736862 63.7 8.625 20000801 20300701 2,527.82 20000801 325,000 2,5324,614.86 PURCH
6145432750 80 8.75 20000901 20300801 2,580.38 00000000 328,000 2,5327,811.29 PURCH
6146909848 94.8 8.25 20000801 20300701 2,073.50 20000901 276,000 2,0275,646.79 PURCH
6148517631 75 8.625 20000901 20300801 2,636.71 00000000 339,000 2,338,799.85 REFINO
6149897743 75 8.5 20001001 20300901 2,306.75 00000000 300,000 2,3300,000.00 REFINO
6150336854 95 8.875 20000901 20300801 2,192.01 00000000 275,500 2275,345.54 PURCH
6153674251 80 8.75 20000901 20300801 5,001.97 00000000 635,816 5,635,450.19 PURCH
6156181445 80 8.625 20000901 20300801 2,753.38 00000000 354,000 2,7353,790.91 PURCH
6158287703 80 8.75 20000901 20300801 2,171.30 00000000 276,000 2275,841.20 PURCH
6161275240 90 8.5 20000801 20300701 2,525.50 20000901 328,450 2,5328,050.63 PURCH
6163443218 80 8.5 20000901 20300801 3,537.01 00000000 460,000 3,459,721.32 PURCH
6167056750 92.1 8.875 20000801 20300701 3,089.61 20000901 388,315 3,387,877.99 PURCH
6167246922 80 9 20000901 20300801 4,184.04 00000000 520,000 4,519,715.96 PURCH
6168253893 80 8.75 20000401 20300301 4,090.85 20000901 520,000 4,0517,761.29 PURCH
6168766647 80 8.5 20001001 20250901 5,153.46 00000000 640,000 5,640,000.00 PURCH
6172552595 79.1 9.625 20001001 20300901 4,249.95 00000000 500,000 4,2500,000.00 PURCH
6179839607 80 9 20000801 20300701 2,388.12 20001001 296,800 2,296,474.54 PURCH
6180108570 80 7.875 20000901 20300801 3,480.34 00000000 480,000 3,4479,669.66 PURCH
6182726700 80 8.375 20000901 20300801 3,192.31 00000000 420,000 3419,738.94 PURCH
6184403431 56.9 8.5 20000901 20300801 2,383.64 20000901 310,000 2,3309,812.19 PURCH
6186146418 74.9 8.25 20001001 20300901 2,253.80 00000000 300,000 2,2300,000.00 PURCH
6188395815 24.7 8.625 20000901 20300801 3,500.06 00000000 450,000 3,5449,734.32 PURCH
6194096233 80 8.5 20000901 20300801 2,399.02 00000000 312,000 2,3311,810.98 PURCH
6195224321 80 8.75 20000801 20300701 2,045.43 20000901 260,000 2,0259,699.71 PURCH
6197457531 80 8.5 20000801 20300701 2,236.01 20000801 290,800 2,290,446.31 PURCH
6198241009 68.1 8.625 20001001 20300901 2,488.93 00000000 320,000 2,4320,000.00 PURCH
6198764331 67.6 8.375 20000901 20300801 4,674.45 00000000 615,000 4,6614,617.74 PURCH
6199037166 80 8.25 20000801 20300701 1,983.35 20000801 264,000 1,263,662.14 PURCH
6200596754 80 8.25 20000801 20300701 2,554.31 20000801 340,000 2,339,564.89 REFINO
6207874980 30 8.5 20000901 20300801 2,306.75 00000000 300,000 2,3299,818.25 REFI
6210413388 80 8.5 20000801 20300701 2,163.34 20000801 281,350 2,281,007.91 PURCH
6210935976 80 7.875 20000801 20300701 3,277.32 20000801 452,000 3,2451,375.82 PURCH
6214553015 76.2 8 20001001 20300901 2,935.06 00000000 400,000 2,9400,000.00 PURCH
6219681035 80 8.5 20000901 20300801 3,075.66 00000000 400,000 3,0399,757.67 PURCH
6221032904 80 7.875 20000901 20300801 3,769.79 20000901 519,920 3,7519,562.19 PURCH
6221180026 80 8.25 20000901 20300801 2,169.66 20000901 288,800 2,288,615.84 PURCH
6223120681 80 8.25 20000801 20300701 2,524.26 20000801 336,000 2,5335,570.01 PURCH
6223442903 80 8.75 20000801 20300701 2,189.94 20000901 278,369 2,278,047.50 PURCH
6227162119 80 8.375 20000901 20300801 2,128.21 00000000 280,000 2279,825.96 REFINO
6228540792 80 8.75 20000801 20300701 4,720.21 20000801 600,000 4,599,307.06 PURCH
6230592369 75 8.125 20000901 20300801 2,561.62 00000000 345,000 2,344,774.32 PURCH
6230681923 80 8 20000901 20300801 1,966.49 20000901 268,000 1,267,820.18 PURCH
6232489184 90 8.5 20000901 20300801 2,249.08 00000000 292,500 2,2292,322.71 PURCH
6239179184 80 8.125 20000501 20300401 2,376.00 20000801 320,000 2,3318,939.07 PURCH
6243993463 80 8.5 20000901 20300801 3,329.55 00000000 433,020 3,3432,757.68 PURCH
6244759665 56.4 8.75 20000901 20300801 4,326.86 00000000 550,000 4,3549,683.56 REFI
6249169340 90 8.5 20000901 20300801 2,103.75 00000000 273,600 2,273,434.25 PURCH
6250800916 80 9 20000801 20300701 2,513.00 20000801 312,320 2,311,977.52 PURCH
6251283872 75 8.75 20000601 20300501 2,035.59 20000801 258,750 2,0258,147.97 REFI
6253221888 70 8.5 20000901 20300801 2,685.82 20000901 349,300 2,6348,389.35 PURCH
6253783382 80 8.625 20000801 20300701 3,857.84 20000801 496,000 3,8495,412.22 PURCH
6255412816 70 8.625 20000901 20300801 7,622.34 00000000 980,000 7,6979,421.41 PURCH
6256134443 63.6 7.875 20000801 20300701 2,537.75 20000801 350,000 2,5349,516.67 PURCH
6256286599 80 9.25 20001001 20300901 5,287.18 00000000 642,680 5,642,680.00 PURCH
6258094116 27.9 8.25 20000901 20300801 2,253.80 00000000 300,000 2,2299,808.70 PURCH
6263309962 90 8.75 20000801 20300701 2,605.56 20000801 331,200 2,6330,817.49 PURCH
6263485176 75.4 8.375 20001001 20300901 2,341.03 00000000 308,000 2,308,000.00 PURCH
6264051506 89.9 8.625 20000801 20300701 2,328.45 20000801 299,367 2,3298,466.52 PURCH
6272656015 80 8.125 20000901 20300801 3,563.99 00000000 480,000 3,5479,686.01 PURCH
6272818425 80 8.25 20001001 20300901 2,185.95 00000000 290,968 2,290,968.00 PURCH
6278254930 57 8.375 20000901 20300801 4,940.47 00000000 650,000 4,9649,595.99 PURCH
6279112111 90 8.625 20000901 20300801 2,193.84 00000000 282,060 2,281,893.47 PURCH
6280926459 80 8.75 20000801 20300701 3,776.17 20000801 480,000 3,479,445.65 PURCH
6282100715 75 8.875 20000801 20300701 2,894.16 20000801 363,750 2,363,340.64 REFINO
6287221425 95 8 20000901 20300801 2,335.21 20000901 318,250 2,318,036.46 PURCH
6288820647 69.2 8.5 20000801 20300701 3,806.13 20000801 495,000 3,494,398.12 PURCH
6290097184 80 8.25 20000901 20300801 2,536.28 20000901 337,600 2,5337,384.72 PURCH
6291721865 76.3 8.875 20000601 20300501 3,461.06 20000801 435,000 3,434,013.64 PURCH
6291965405 50.4 8.375 20000801 20300701 2,320.13 20000901 305,250 2,304,869.20 PURCH
6295390725 77 8.75 20001001 20300901 4,877.55 00000000 620,000 4,8620,000.00 PURCH
6296216705 80 8.125 20000901 20300801 1,912.68 00000000 257,600 1257,431.49 PURCH
6302334757 80 9.125 20000801 20300701 2,616.65 20000901 321,600 2,321,256.40 PURCH
6303395179 80 8.625 20001001 20300901 2,240.04 00000000 288,000 2,2288,000.00 PURCH
6304790667 80 8.375 20000901 20300801 4,748.94 00000000 624,800 4,7624,411.64 PURCH
6305054162 95 8.5 20000801 20300701 2,008.79 20000901 261,250 2,0260,932.34 PURCH
6306537975 80 8.875 20000801 20300701 3,373.54 20000801 424,000 3,3422,475.66 REFINO
6307342532 75 8.625 20000901 20300801 2,275.04 00000000 292,500 2,2292,327.30 PURCH
6310873101 90 8.875 20001001 20300901 2,212.69 00000000 278,100 2,278,100.00 PURCH
6311431149 80 8.875 20000801 20300701 2,272.37 20000801 285,600 2,2285,278.58 REFINO
6320338855 80 8.625 20000901 20300801 2,755.64 20000901 354,291 2,7354,081.83 PURCH
6322945384 51.6 8.375 20000901 20300801 2,280.22 00000000 300,000 2,2299,813.53 PURCH
6323443660 64.5 8.25 20000901 20300801 2,253.80 00000000 300,000 2,2299,808.70 PURCH
6323828696 77.2 8 20000901 20300801 2,039.87 00000000 278,000 2,0277,813.46 REFI
6324665139 65 8.625 20000801 20300701 2,426.71 20000801 312,000 2,311,630.26 PURCH
6324757084 73 8.5 20000801 20300701 2,960.32 20000801 385,000 2,9384,531.87 REFI
6327566680 80 8.75 20000901 20300801 2,196.47 20000901 279,200 2,279,039.36 PURCH
6328482432 70 8.125 20000901 20300801 2,108.70 00000000 284,000 2,283,814.22 REFI
6328874760 80 8.5 20000901 20300801 3,998.36 00000000 520,000 3,9519,684.97 PURCH
6330019750 60 8.625 20000901 20300801 2,333.37 20000901 300,000 2,3299,722.88 REFI
6336636615 80 8.625 20000801 20300701 2,146.70 20000901 276,000 2,275,672.93 PURCH
6337832031 76.3 8.125 20000801 20300701 2,153.25 20000801 290,000 2,289,619.30 PURCH
6338177279 71.4 8.75 20000901 20300801 2,360.11 20000901 300,000 2299,827.39 PURCH
6338277376 80 8.25 20000901 20300801 2,193.70 00000000 292,000 2,291,813.80 PURCH
6341989025 80 8.625 20000801 20300701 2,252.48 20000801 289,600 2,2289,256.81 PURCH
6345337106 80 8.25 20000901 20300801 3,185.38 20000901 424,000 3,423,729.62 PURCH
6346587972 80 8.5 20000901 20300801 3,352.47 00000000 436,000 3,3435,735.86 PURCH
6347935980 80 7.875 20001001 20300901 4,060.39 00000000 560,000 4,0560,000.00 PURCH
6350259245 70.1 8 20000801 20300701 2,201.30 20000901 300,000 2,299,596.06 PURCH
6350336399 80 8.25 20000901 20300801 2,013.40 00000000 268,000 2,267,829.10 PURCH
6351027518 47.7 8.125 20000801 20300701 2,747.24 20000801 370,000 2,7369,514.30 PURCH
6351920829 61.5 8.75 20000801 20300701 3,146.81 20000901 400,000 3399,538.04 PURCH
6353807081 84.2 8.75 20000801 20300701 2,517.45 20000801 320,000 2,319,630.42 PURCH
6359905608 90 8.375 20000801 20300701 3,078.30 20000901 405,000 3,0404,494.77 PURCH
6363317014 40.4 8.5 20000901 20300801 3,075.66 00000000 400,000 3,0399,757.67 PURCH
6364239589 73.6 8.375 20000801 20300701 2,546.25 20000901 335,000 2,5334,582.09 PURCH
6364515897 38.5 9.125 20000901 20300801 2,367.68 20000901 291,000 2,3290,845.13 PURCH
6364857893 80 8.25 20001001 20300901 2,638.45 00000000 351,200 2,6351,200.00 PURCH
6365461315 60 8.625 20000901 20300801 2,333.37 00000000 300,000 2,3299,822.88 PURCH
6366966916 52.9 8.875 20000801 20300701 3,580.41 20000801 450,000 3,449,493.56 PURCH
6370166313 80 8.5 20000901 20300801 2,355.19 00000000 306,300 2,306,114.44 PURCH
6371076065 76.5 8.75 20000901 20300801 5,113.56 00000000 650,000 5649,626.02 PURCH
6371670206 75 8.375 20000901 20300801 3,414.63 00000000 449,250 3,448,970.76 PURCH
6381424834 80 8.25 20000901 20300801 2,043.45 00000000 272,000 2,0271,826.55 PURCH
6381723433 62.2 8.5 20000901 20300801 2,191.41 00000000 285,000 284,827.34 REFINO
6383016943 79.3 8.5 20000901 20300801 4,997.94 00000000 650,000 4,9649,606.23 PURCH
6383653141 80 8.5 20001001 20300901 2,891.12 00000000 376,000 2376,000.00 PURCH
6385566622 76 7.875 20001001 20300901 1,901.14 00000000 262,200 262,200.00 PURCH
6388054329 58.2 8.75 20000801 20300701 2,013.96 20000801 256,000 2,255,704.34 PURCH
6390604814 80 9.125 20000801 20300701 2,974.65 20000801 365,600 2,9365,209.38 PURCH
6394381245 80 8.625 20000901 20300801 2,084.48 00000000 268,000 2,0267,841.77 PURCH
6394671058 45.5 8.25 20000901 20300801 3,756.34 20000901 500,000 3,7499,681.16 PURCH
6395163907 80 8.75 20001001 20300901 3,392.26 00000000 431,200 3,3431,200.00 PURCH
6399568846 80 8.25 20000901 20300801 2,828.52 20000901 376,500 2,8376,159.92 PURCH
6400072127 59.4 8.5 20000901 20300801 3,767.68 00000000 490,000 3,7489,703.15 PURCH
6403294009 80 8.5 20000801 20300701 2,522.04 20000801 328,000 2,5327,601.18 PURCH
6404687201 80 8.625 20000801 20300701 2,426.71 20000901 312,000 2,311,556.97 PURCH
6407975645 80 8.125 20000801 20300701 2,880.89 20000801 388,000 2,8387,490.67 PURCH
6410999715 80 8.5 20000901 20300801 2,306.75 00000000 300,000 2,3299,818.25 PURCH
6411539445 80 8.5 20000901 20300801 3,537.01 00000000 460,000 3,459,721.32 PURCH
6414160066 80 8.625 20000901 20300801 2,706.71 00000000 348,000 2,347,794.54 PURCH
6414736261 80 8.25 20001001 20300901 2,686.53 00000000 357,600 2,6357,600.00 PURCH
6415294005 70.9 8.375 20000801 20300701 2,280.22 20000801 300,000 2,2299,625.76 PURCH
6422564028 95 8.75 20000901 20300801 2,234.63 00000000 284,050 2,2283,886.57 PURCH
6423179438 70 8.625 20001001 20300901 3,130.61 00000000 402,500 3402,500.00 PURCH
6428437476 85.3 8.5 20000901 20300801 2,137.58 00000000 278,000 2,277,831.59 REFINO
6429200964 44.2 8.5 20000801 20300701 2,498.97 20000801 325,000 2,4324,604.83 REFI
6429630319 75 8.75 20000801 20300701 2,714.12 20000801 345,000 2344,601.57 PURCH
6430204047 73.4 8.625 20000901 20300801 3,500.06 00000000 450,000 3,5449,734.32 PURCH
6435811861 69.8 8.5 20001001 20300901 2,952.63 00000000 384,000 2,9384,000.00 PURCH
6439811438 75 8.125 20000801 20200701 2,184.47 20000901 258,750 2,257,882.03 PURCH
6445023937 80 8.25 20000801 20300701 2,139.61 20000801 284,800 2284,435.53 PURCH
6448829348 80 8.5 20000901 20300801 2,459.91 00000000 319,920 2,319,726.19 PURCH
6450010076 95 9.25 20000901 20300801 2,618.17 00000000 318,250 2318,085.01 PURCH
6452331728 73.6 8.5 20000901 20300801 3,421.67 00000000 445,000 3,444,730.41 PURCH
6454560498 80 8.125 20000901 20300801 2,376.00 00000000 320,000 2,3319,790.67 PURCH
6455300464 80 8.5 20000901 20300801 2,460.53 00000000 320,000 2,4319,806.14 REFI
6459349988 80 7.75 20000901 20300801 3,725.06 00000000 519,960 3,7519,593.02 PURCH
6462981645 50 8.875 20000901 20300801 2,386.94 20000901 300,000 2,3299,831.81 PURCH
6463432663 80 8 20001001 20300901 4,035.71 00000000 550,000 4,550,000.00 PURCH
6463466497 69.4 8.75 20000801 20300701 2,753.46 20000801 350,000 2,7349,595.78 PURCH
6465911581 70 8.375 20001001 20300901 3,218.91 00000000 423,500 3300,000.00 PURCH
6466543466 48.7 8.625 20000801 20300701 2,955.61 20000801 380,000 2,379,549.67 PURCH
6470211571 89.9 8.375 20000901 20300801 2,629.85 00000000 346,000 2,6345,784.94 PURCH
6470928604 80 8.5 20000901 20300801 1,998.56 00000000 259,920 1,259,762.54 PURCH
6473285606 80 7.875 20001001 20300901 3,712.36 00000000 512,000 3,512,000.00 PURCH
6473792841 49.4 8 20000901 20300801 3,228.57 00000000 440,000 3,2439,704.76 PURCH
6477636937 80 8.625 20000901 20300801 2,551.16 00000000 328,000 2327,806.34 PURCH
6477742016 80 8.5 20000901 20300801 2,768.09 00000000 360,000 2,7359,781.91 PURCH
6478705459 13.3 9.25 20000801 20300701 2,468.03 20000801 300,000 2,4299,687.74 REFI
6479140136 80 8.625 20000901 20300801 2,103.15 00000000 270,400 2270,240.35 PURCH
6488257681 70 8.5 20000901 20300801 6,458.88 00000000 840,000 6,4839,491.12 PURCH
6488279511 70.6 8.5 20000901 20300801 2,306.75 00000000 300,000 2,3299,818.25 PURCH
6488353233 62.7 8.875 20000801 20300701 2,673.37 20000801 336,000 2,6335,621.87 PURCH
6490099485 85 8.5 20000901 20300801 2,294.06 20000901 298,350 2,2298,169.25 PURCH
6491756554 80 8.5 20000801 20300701 2,088.50 20000901 271,616 2,0271,232.82 PURCH
6492659500 90 8.625 20000901 20300801 2,191.04 00000000 281,700 2281,533.68 PURCH
6492684979 90 8 20000801 20300701 3,500.06 20000801 477,000 3,5476,357.75 PURCH
6496804664 80 8.5 20000801 20300701 2,026.86 20000801 263,600 2,0263,261.72 PURCH
6499520549 49.1 8.75 20000801 20300701 2,202.77 20000801 280,000 2,2279,676.62 PURCH
6500735268 55.8 8.75 20001001 20300901 2,360.11 00000000 300,000 2300,000.00 PURCH
6501579608 80 8.625 20000901 20300801 2,582.27 00000000 332,000 2,5331,803.98 PURCH
6504475036 62.9 8.375 20000801 20300701 3,237.91 20000901 426,000 3,425,468.59 PURCH
6505639606 80 8 20000901 20300801 2,289.35 00000000 312,000 2,2311,790.65 PURCH
6506724670 80 8.5 20000901 20300801 2,337.50 20000901 304,000 2,3303,715.83 PURCH
6507765805 77.1 8 20001001 20300901 2,201.30 00000000 300,000 2,300,000.00 PURCH
6507966155 79.6 8.25 20000901 20300801 3,305.58 00000000 440,000 3,3439,719.42 PURCH
6513051026 80 9 20000801 20300701 2,995.21 20000801 372,250 2,371,841.81 PURCH
6513343183 42.4 7.625 20000901 20300801 2,477.28 00000000 350,000 2,4349,746.68 PURCH
6514525630 80 8.5 20000901 20300801 3,721.55 00000000 484,000 3,483,706.78 PURCH
6514591632 80 8.375 20000901 20300801 4,712.45 00000000 620,000 4,619,614.63 PURCH
6515304134 80 8.5 20000801 20300701 3,229.44 20000901 420,000 3,2409,489.32 PURCH
6516986749 75 8.25 20000801 20300701 3,104.61 20000901 413,250 3410,714.28 PURCH
6522052502 71.3 8.75 20000801 20300701 2,242.10 20000801 285,000 2,284,670.86 REFINO
6522543294 80 9.75 20000501 20300401 2,440.00 20000801 284,000 2,4283,311.96 PURCH
6522944823 95 7.875 20000901 20300801 1,921.80 00000000 265,050 1264,867.59 PURCH
6526536955 80 8.75 20000901 20300801 2,202.45 00000000 279,960 2,2279,798.93 PURCH
6532749923 80 8.5 20001001 20300901 3,684.64 00000000 479,200 3,6479,200.00 PURCH
6548209334 80 8.25 20000901 20300801 2,554.31 00000000 340,000 2,339,783.19 PURCH
6550041252 80 8.5 20000901 20300801 2,168.34 20000901 282,000 2,281,747.50 PURCH
6552370790 80 8.75 20000801 20300701 2,196.47 20000901 279,200 2,278,877.55 PURCH
6552947860 64.4 8.875 20000801 20300701 2,227.81 20000901 280,000 2,279,684.88 PURCH
6554104932 80 8.25 20000901 20300801 3,092.22 00000000 411,600 3,0411,337.53 PURCH
6555855656 40.3 8.75 20000801 20300701 2,360.11 20000801 300,000 2299,653.52 PURCH
6558399272 80 8.5 20000901 20300801 2,202.17 00000000 286,400 2,286,226.50 PURCH
6561215101 80 8.25 20001001 20300901 2,467.54 00000000 328,450 2,4328,450.00 PURCH
6567825689 73.4 8.5 20000801 20300701 3,498.56 20000801 455,000 3,4454,446.76 REFINO
6567841397 80 8.5 20001001 20300901 4,213.65 00000000 548,000 4,548,000.00 PURCH
6574830342 83.3 8.25 20000901 20300801 3,005.07 00000000 400,000 3,0399,744.93 PURCH
6580758545 80 8.125 20000601 20300501 2,471.04 20000801 332,800 2,331,920.29 PURCH
6582612476 72.9 8.5 20000801 20300701 2,998.77 20000801 390,000 2,9389,525.79 PURCH
6586862002 80 8.875 20000901 20300801 5,696.82 00000000 716,000 5,6715,598.60 PURCH
6587495117 75 9.625 20000901 20300801 4,239.33 00000000 498,750 4,2498,511.06 PURCH
6608823727 67.5 8.625 20000901 20300801 4,083.40 00000000 525,000 4,0524,690.04 PURCH
6611740710 50.6 8.5 20000801 20300701 2,306.75 20000901 300,000 2,3299,635.21 PURCH
6612536042 80 8.75 20000901 20300801 2,637.03 20000901 335,200 2,6335,007.14 PURCH
6617928186 59.5 8.5 20000801 20300701 3,844.57 20000901 500,000 3,8498,884.78 PURCH
6618739475 80 8.5 20000801 20300701 2,392.86 20000901 311,200 2,3310,821.61 PURCH
6619089805 95 9.25 20000801 20300701 2,305.55 20000801 280,250 2,3279,958.30 PURCH
6619734137 54.6 8.5 20000801 20300701 2,249.08 20000801 292,500 2,2292,144.33 REFINO
6622150354 75 9.25 20000901 20300801 3,702.04 20000901 450,000 3,7449,766.71 REFI
6624001399 88.1 8.5 20000901 20300801 2,556.64 20000901 332,500 2,5332,198.57 PURCH
6628989854 37.7 8.25 20000901 20300801 2,629.44 20000901 350,000 2,6349,776.81 PURCH
6634734385 80 8.5 20000901 20300801 2,152.96 20000901 280,000 2,279,830.37 PURCH
6641384257 50 8.375 20000801 20300701 3,800.37 20000801 500,000 3,8499,376.25 PURCH
6642660499 66.1 8.125 20000901 20300801 2,895.74 00000000 390,000 2,8389,744.89 PURCH
6647241279 70 8.5 20000801 20300701 2,938.79 20000801 382,200 2,9381,735.28 PURCH
6647675955 80 8.375 20000901 20300801 2,553.85 20000901 336,000 2,5335,791.15 PURCH
6682823205 95 8.75 20000901 20300801 2,073.94 00000000 263,625 2,0263,473.33 PURCH
6690931073 69.1 8.75 20000901 20300801 2,163.43 00000000 275,000 2,274,841.78 REFI
6705081492 90 8.875 20000901 20300801 2,735.43 20000901 343,800 2,7343,607.26 PURCH
6705795208 78.9 8.5 20000401 20300301 3,844.57 20000801 500,000 3,8494,757.15 PURCH
6707729882 27.3 8.25 20000801 20300701 2,973.52 20000801 395,800 2,9395,293.48 PURCH
6714291827 64.3 8.25 20000801 20300701 6,761.40 20000901 900,000 6,898,848.25 PURCH
6716271736 80 8.75 20000901 20300801 2,737.72 00000000 348,000 2,7347,799.78 PURCH
6720594180 77.4 8.5 20000901 20300801 2,089.15 00000000 271,701 2,271,536.40 REFINO
6726886812 85 8.75 20000801 20300701 2,574.48 20000801 327,250 2,5326,872.07 PURCH
6729662939 80 8.75 20000801 20300701 3,365.19 20000901 427,760 3,427,265.99 PURCH
6730030639 80 8.5 20000901 20300801 3,592.37 00000000 467,200 3,5466,916.96 PURCH
6733451196 80 8.75 20000901 20300801 2,385.28 00000000 303,200 2,3303,025.55 PURCH
6734924498 80 8.875 20000801 20300701 2,342.38 20000801 294,400 2,3294,068.68 PURCH
6738482667 79.5 8.125 20000901 20300801 2,212.65 00000000 298,000 2,297,805.06 REFINO
6750639152 77.4 8.25 20000801 20300701 2,441.62 20000801 325,000 2,324,021.87 REFINO
6752094240 69.5 7.375 19990801 20290701 2,400.79 20000801 347,600 2,4343,745.39 REFINO
6758915794 65.8 8.875 20000801 20300701 2,291.46 20000801 288,000 2,287,675.89 REFI
6760996980 70 8.125 20000901 20300801 2,130.97 00000000 287,000 2,286,812.26 PURCH
6761729588 70.8 8.5 20000901 20300801 3,075.66 00000000 400,000 3,0399,757.67 REFI
6768458108 80 8.75 20000901 20300801 4,295.39 20000901 546,000 4,2545,685.86 PURCH
6775910471 66.7 8.625 20000801 20300701 2,333.37 20000801 300,000 2,3299,644.49 PURCH
6779674198 75 8.875 20000801 20300701 2,178.08 20000801 273,750 2,273,441.21 PURCH
6781452922 80 8.75 20000801 20300701 4,588.04 20000901 583,200 4,5582,526.47 PURCH
6785234367 89.9 9.125 20000601 20300501 2,074.77 20000801 255,000 2,0254,450.94 PURCH
6786580677 90 8.5 20000901 20300801 3,460.12 00000000 450,000 3,449,727.38 PURCH
6793340933 80 8.375 20000801 20300701 4,073.99 20000801 536,000 4,0535,331.36 PURCH
6797654925 80 8.625 20000901 20300801 4,511.19 00000000 580,000 579,657.56 PURCH
6798704265 90 8.75 20000501 20300401 2,442.71 20000801 310,500 2,309,593.65 PURCH
6814439177 80 8.625 20000901 20300801 2,488.93 00000000 320,000 2,4319,811.07 PURCH
6815037574 35.9 8.25 20000901 20300801 2,479.18 00000000 330,000 2,329,789.57 REFINO
6815984270 80 8.5 20000801 20300701 2,232.93 20000801 290,400 2,2289,727.58 PURCH
6818471200 40 8.625 20000901 20300801 2,333.37 20000901 300,000 2,3299,822.88 PURCH
6821419725 71.5 8.5 20001001 20300901 2,422.08 00000000 315,000 2,4315,000.00 PURCH
6830551377 55.9 8.375 20000901 20300801 2,546.25 00000000 335,000 2,5334,791.77 PURCH
6830650898 80 8.625 20000901 20300801 2,065.04 00000000 265,500 2,0265,343.24 PURCH
6830886849 72.4 8.375 20000601 20300501 2,257.42 20000801 297,000 2,2296,151.69 REFINO
6831156739 80 8.375 20000801 20300701 4,940.47 20000801 650,000 4,9649,189.16 PURCH
6831438046 80 8 20001001 20300901 2,530.03 00000000 344,800 2,5344,800.00 PURCH
6832699018 77.3 7.75 20000901 20300801 2,149.24 00000000 300,000 2,299,788.26 PURCH
6832732215 80 8 20000901 20300801 2,582.86 20000901 352,000 2,5351,763.81 PURCH
6838352760 65 8 20000901 20300801 2,729.61 00000000 372,000 2,371,750.39 PURCH
6840770876 80 8.625 20000901 20300801 3,214.11 00000000 413,236 412,992.02 PURCH
6841613109 60 8.5 20000801 20300701 2,306.75 20000801 300,000 2,3299,635.21 PURCH
6845051165 80 7.75 20000901 20300801 2,292.52 00000000 320,000 2,2319,774.15 REFINO
6846355151 58.7 8.375 20000901 20300801 2,698.26 00000000 355,000 2,6354,779.34 PURCH
6848347800 95 9.5 20000501 20300401 2,344.24 20000801 278,792 2,3278,095.32 PURCH
6852033569 80 8.75 20000901 20300801 2,772.34 00000000 352,400 2,7352,197.24 PURCH
6852828752 72.8 8.75 20000901 20300801 3,019.36 00000000 383,800 3,383,579.18 PURCH
6853819396 64.4 8.25 20000801 20300701 3,155.32 20000801 420,000 3,419,417.53 PURCH
6858227868 80 8.125 20000801 20300701 2,397.94 20000801 322,956 2,3322,532.05 PURCH
6861885546 80 8.375 20000501 20300401 4,674.45 20000901 615,000 4,6613,061.82 PURCH
6881323106 90 8.75 20000901 20300801 2,329.42 00000000 296,100 2,3295,929.64 PURCH
6883281104 80 9.125 20000501 20300401 3,189.45 20000801 392,000 3,390,940.94 PURCH
6885077898 73.5 8.75 20000801 20300701 2,109.58 20000801 268,155 2,267,845.31 REFI
6892425965 67.7 8.25 20000901 20300801 2,404.06 20000901 320,000 2,4319,545.94 PURCH
6893068459 80 8.875 20000801 20300701 2,160.98 20000901 271,600 2,271,294.33 PURCH
6898426330 85 8.375 20000801 20300701 4,587.04 20000901 603,500 4,5602,747.16 PURCH
6901591781 61.2 8.5 20000901 20300801 2,306.75 20000901 300,000 2,3299,818.25 PURCH
6902572244 80 8.375 20000901 20300801 3,253.11 20000901 428,000 3427,733.97 PURCH
6906317968 80 8.25 20000901 20300801 2,133.60 00000000 284,000 2,283,818.90 PURCH
6912267942 60 8.625 20000801 20300701 2,566.71 20000801 330,000 2,329,608.94 REFINO
6915196726 80 8.375 20000801 20300701 3,861.17 20000801 508,000 3507,366.29 PURCH
6920643373 80 8.5 20000601 20300501 4,675.00 20000801 608,000 4,6606,510.94 PURCH
6922692956 80 8.375 20000801 20300701 4,256.41 20000801 560,000 4,559,301.41 PURCH
6930002081 80 8.875 20000801 20300701 3,819.10 20000801 480,000 3479,459.81 PURCH
6935663507 69.6 8.875 20000601 20300501 3,182.58 20000801 400,000 3,399,093.00 REFI
6936109302 90 8.875 20000801 20300701 2,613.70 20000801 328,500 2,327,979.19 PURCH
6939288046 25.5 8.75 20000801 20300701 2,202.77 20000801 280,000 2,2279,676.62 REFI
6948472433 80 8.375 20000901 20300801 3,648.35 00000000 480,000 3,6479,701.65 PURCH
6958663046 93.3 9.25 20000501 20300401 2,188.32 20000801 266,000 2,265,299.77 PURCH
6962675838 73.9 8 20000901 20300801 2,201.30 00000000 300,000 2,299,798.70 REFINO
6970201452 79 8.25 20000801 20300701 2,253.80 20000801 300,000 2,2299,616.09 PURCH
6971592750 84.9 8.375 20000501 20300401 2,503.49 20000801 329,375 2,5328,336.98 PURCH
6971908121 59.8 8.5 20000801 20300701 2,806.54 20000801 365,000 2,8364,556.19 REFI
6974970417 46.5 8.75 20000901 20300801 2,596.12 20000901 330,000 2,329,810.13 PURCH
6984727252 95 8.625 20000901 20300801 2,216.71 00000000 285,000 2284,831.73 PURCH
6988348790 80 8 20000901 20300801 2,124.99 00000000 289,600 2,289,405.68 PURCH
6990266709 95 8.375 20000901 20300801 2,130.11 00000000 280,250 280,075.80 PURCH
6994017520 69.9 9 20000801 20300701 2,333.41 20000801 290,000 2,289,681.99 REFI
6996264831 90 8.875 20000801 20300701 2,076.64 20000801 261,000 2,0260,706.26 PURCH
6996488141 80 8.375 20000901 20300801 2,310.62 00000000 304,000 2,303,811.05 PURCH
0023974769 80 8.375 20000801 20300701 2,195.47 20000801 288,850 2,288,450.13 PURCH
0028725026 80 8.25 20000901 20300801 2,103.55 00000000 280,000 2,279,821.45 PURCH
0028731669 80 8.25 20000901 20300801 2,289.86 00000000 304,800 2,2304,605.64 PURCH
0023723406 80 8.25 20000901 20300801 2,122.70 00000000 282,550 2,282,369.83 PURCH
0028669695 80 8.25 20000901 20300801 2,283.86 00000000 304,000 2,2303,806.14 PURCH
0028748697 80 8.375 20000901 20300801 2,619.92 00000000 344,693 2,344,478.75 PURCH
6514386421 48.8 8.375 20000901 20300801 2,356.23 20000901 310,000 2,3309,807.31 PURCH
0028696474 62.5 8 20000301 20300201 2,201.30 20000801 300,000 2,298,245.61 PURCH
0028696573 80 8.625 20000401 20300301 2,594.71 20000901 333,600 2,330,341.01 PURCH
0028696763 80 8.5 20000701 20300601 2,552.79 20000801 332,000 2,5331,098.51 PURCH
0028696888 93.2 8.375 19991001 20290901 1,877.38 20000801 247,000 1,244,385.53 REFINO
0028697183 58.5 7.625 20000101 20291201 1,801.34 20000801 254,500 1252,780.16 PURCH
0028698090 80 8.5 20000601 20300501 2,134.50 20000801 277,600 2,276,920.13 PURCH
0028701449 69.2 8.5 20000501 20300401 3,031.06 20000801 394,200 3,392,988.91 REFI
0028701480 80 7.875 20000301 20300201 3,013.39 20000801 415,600 3,412,575.23 PURCH
0028701555 65 8.375 20000501 20300401 2,470.23 20000801 325,000 2,4323,241.16 REFINO
0028701654 66.7 8.25 20000301 20300201 2,253.80 20000801 300,000 2,2298,632.95 PURCH
0028701993 78.3 8.5 20000501 20300401 4,295.16 20000701 558,600 4,556,883.81 PURCH
0028702132 80 8.875 20000401 20300301 3,055.28 20000801 384,000 3,0382,675.58 PURCH
0028702512 73.7 8.75 20000601 20300501 2,753.45 20000901 350,000 2,7349,185.68 PURCH
0028702637 94.4 8.25 20000201 20300101 2,253.80 20000801 300,000 2,2298,432.25 PURCH
0028704823 80 8.25 20000701 20300601 2,223.75 20000801 296,000 2,2295,429.85 PURCH
0028704880 81.8 8.875 20000701 20200601 2,407.60 20000801 270,000 2,4267,535.23 REFINO
0028704955 80 8.75 20000601 20300501 2,674.79 20000801 340,000 2,6339,208.61 PURCH
0028704989 80 8.5 20000701 20300601 2,512.81 20000801 326,800 2326,201.85 PURCH
0028705085 80 8.75 20000701 20300601 2,187.03 20000801 278,000 2,277,516.65 PURCH
0028705101 89.6 8.375 20000701 20300601 2,280.22 20000901 300,000 2,2299,436.68 PURCH
0028705176 90 8.5 20000701 20300601 3,010.30 20000801 391,500 3,390,783.42 PURCH
0028705267 80 8.75 20000601 20300501 2,391.57 20000801 304,000 2,303,143.71 PURCH
0028705382 80 8.625 20000701 20300601 2,395.60 20000801 308,000 2,3307,319.36 PURCH
0028705507 80 8.625 20000701 20300601 2,457.82 20000801 316,000 2,4315,436.26 PURCH
0028705770 89.9 8.625 20000701 20300601 2,168.48 20000801 278,800 2,277,975.53 PURCH
0028705788 90 8.75 20000601 20300501 2,761.32 20000801 351,000 2,350,183.35 PURCH
0028706174 85 8.5 20000701 20300601 2,581.63 20000901 335,750 2,335,135.47 PURCH
0028706661 80 8.625 20000701 20300601 3,344.50 20000801 430,000 3,3429,232.89 PURCH
0028708279 80 8.5 20000601 20300501 2,675.82 20000801 348,000 2,6347,147.72 PURCH
0028708352 90 8.75 20000701 20300601 2,655.12 20000901 337,500 2,336,006.61 PURCH
0028708691 80 8.375 20000701 20300601 2,365.35 20000901 311,200 2,3310,615.65 PURCH
0028708915 80 8.375 20000701 20300601 2,219.41 20000701 292,000 2291,451.71 PURCH
0028709046 95 8.75 20000701 20300601 2,223.41 20000901 282,625 2,282,090.85 PURCH
0028709210 78.5 8.25 20000701 20300601 2,103.55 20000801 280,000 2,279,460.66 PURCH
0028709350 80 9.25 20000701 20300601 2,120.29 20000801 257,731 2,257,327.06 PURCH
0028709418 95 8.875 20000701 20300601 2,777.60 20000801 349,100 2,7348,508.51 PURCH
0028709434 95 9.25 20000701 20300601 2,579.09 20000801 313,500 2,5313,008.65 PURCH
0028709632 95 7.75 20000701 20300601 2,484.16 20000901 346,750 2,346,011.02 PURCH
0028709723 80 8.75 20000701 20300601 3,801.33 20000801 483,200 3,482,359.90 PURCH
0028709756 80 9.125 20000601 20300501 3,033.23 20000801 372,800 3,0371,997.30 PURCH
0028709848 60.4 8.5 20000701 20300601 2,460.53 20000801 320,000 2,4319,414.28 PURCH
0028709855 80 8.25 20000701 20300601 2,398.05 20000901 319,200 2,3318,585.14 PURCH
0028709905 29.1 8.5 20000601 20300501 3,075.65 20000701 400,000 3,0399,020.37 PURCH
0028709939 76.9 8.375 20000701 20300601 1,976.19 20001001 260,000 1255,997.50 PURCH
0028710192 80 7.75 20000701 20300601 4,075.67 20000801 568,900 4,0567,687.63 PURCH
0028710325 75 8.5 20000501 20300401 2,088.96 20000801 271,677 2,0270,842.33 PURCH
0028710465 82.2 8.625 20000701 20300601 2,621.15 20000801 337,000 2336,398.81 REFINO
0028710648 75 8.5 20000501 20300401 2,306.74 20000801 300,000 2,3299,078.31 PURCH
0028710747 80 8.375 20000601 20300501 2,985.56 20000801 392,800 2,9391,813.14 PURCH
0028710838 80 8.875 20000701 20300601 2,252.47 20000801 283,100 2,2282,620.33 PURCH
0028714608 66.2 8.625 20000701 20300601 3,072.27 20000801 395,000 3,0394,295.34 PURCH
0028719359 80 8.625 20000601 20300501 2,600.93 20000801 334,400 2,6333,601.72 PURCH
0028719516 80 8.75 20000701 20300601 3,372.11 20000801 428,640 3427,782.82 PURCH
0028743862 95 9 20000701 20300601 2,312.21 20000801 287,365 2286,890.54 PURCH
0028744316 80 9.125 20000701 20300601 2,278.18 20000801 280,000 2,241,121.74 PURCH
0028744662 75.8 8 20000601 20300501 1,977.13 20000801 269,450 1268,719.54 REFINO
0028744753 95 8.125 20000701 20300601 1,956.17 20000801 263,458 1262,861.80 PURCH
0028744795 89.8 9.25 20000701 20300601 2,262.36 20000801 275,000 2,2274,568.99 PURCH
0028744845 80 8.875 20000801 20300701 3,691.80 20000801 464,000 3,463,139.39 PURCH
0028750172 80 8.625 20000701 20300601 2,644.10 20000801 339,950 2,339,343.54 PURCH
0028750230 77.5 8.625 20000701 20300601 3,748.95 20000801 482,000 3,7481,140.13 PURCH
0028750305 72.7 8.5 20000701 20300601 3,383.22 20000801 440,000 3,3439,194.67 PURCH
0028750339 80 8.875 20000701 20300601 2,274.75 20000801 285,900 2,2285,415.59 PURCH
0028750354 58.1 8.625 20000701 20300601 2,263.37 20000801 291,000 2,2290,480.86 PURCH
0028750370 95 8.75 20000701 20300601 2,548.13 20000801 323,900 2,323,336.83 PURCH
0028750412 78.3 8.5 20000801 20300701 2,076.07 20000801 270,000 2,0269,671.70 PURCH
0028750453 79.9 8.625 20000701 20300601 2,333.37 20000701 300,000 2,3299,464.81 PURCH
0028750461 94.3 8.5 20000701 20300601 2,306.75 20000801 300,000 2,3299,450.88 PURCH
0028750560 51.5 8.625 20000701 20300601 2,644.49 20000801 340,000 2,6339,393.44 PURCH
0028750685 70.3 8.5 20000701 20300601 3,306.33 20000801 430,000 3,3429,212.96 PURCH
0028750719 95 8.5 20000701 20300601 2,007.64 20000801 261,100 2,0260,622.09 PURCH
0028750776 80 8.5 20000801 20300701 2,748.10 20000801 357,400 2,356,663.31 PURCH
0028750792 80 8.75 20000801 20300701 2,666.53 20000801 338,950 2,6338,558.54 PURCH
0028750842 80 8.75 20000701 20300601 2,840.78 20000901 361,100 2,8360,472.17 REFINO
0028750883 95 8.625 20000701 20300601 2,313.93 20000801 297,500 2,296,969.26 PURCH
0028770840 80 8.5 20000701 20300601 2,650.45 20000801 344,700 2,6344,069.09 REFINO
0028770865 68.9 8.75 20000701 20300601 2,140.22 20000801 272,050 2,271,577.01 REFINO
0028771145 86.1 8.625 20000801 20300701 2,411.15 20000901 310,000 309,632.64 REFINO
0028771228 90 8.875 20000801 20300701 2,363.07 20000801 297,000 2,3296,665.75 PURCH
0028771293 74.4 8.375 20000701 20300601 2,432.23 20000801 320,000 2,4319,399.12 REFI
0028771301 67 8.125 20000701 20300601 4,825.86 20000801 649,950 4,8648,665.85 PURCH
0028771434 80 9.5 20000701 20300601 3,363.42 20000801 400,000 3,3399,405.06 PURCH
0028771442 90 8.625 20000701 20300601 2,100.04 20000801 270,000 2,269,518.32 REFINO
0028771467 77.8 8.5 20000701 20300601 2,691.20 20000801 350,000 2,349,359.38 PURCH
0028771483 80 8.75 20000701 20300601 3,146.80 20000801 400,000 3,399,304.54 PURCH
0028771749 65.7 9 20000701 20300601 5,230.05 20000801 650,000 5,2648,926.84 PURCH
0028771848 80 8.625 20000801 20300701 2,980.49 20000801 383,200 2,9382,745.88 PURCH
0028771913 80 8.5 20000701 20300601 3,998.35 20000801 520,000 3,9519,044.90 PURCH
0028772002 68.4 9.5 20000601 20300501 8,408.54 20000801 1,000,000 8,4998,008.99 PURCH
0028772242 80 8.375 20000701 20300601 2,673.74 20000901 351,774 2,6351,113.46 PURCH
0028772333 78.9 8.875 20000701 20300601 2,259.63 20000901 284,000 2,2283,518.80 PURCH
0028772416 75.5 8.25 20000701 20300601 2,027.29 20000801 269,850 2,0268,316.43 PURCH
0028772523 80 8.5 20000701 20300601 2,386.71 20000801 310,400 2,309,831.86 PURCH
0028772846 89.9 8.5 20000701 20300601 1,958.81 20000801 254,750 1254,283.73 PURCH
0028772937 91.1 9.125 20000301 20300201 2,965.69 20000801 364,500 2,9363,110.77 PURCH
0028773174 90 8.5 20000701 20300601 2,456.68 20000801 319,500 2,4318,915.21 PURCH
0028773232 95 9 20000701 20300601 3,814.32 20000901 474,050 3,473,252.47 PURCH
0028789386 71.9 9 20000801 20300701 2,592.49 20000801 322,200 2,5321,846.69 REFINO
0028794899 79.9 8.375 20000401 20300301 2,173.81 20000801 286,000 2284,914.60 REFINO
0028806347 88.9 8.875 20000801 20300701 3,182.58 20000801 400,000 3,399,549.85 PURCH
0028814903 90 8.625 20000801 20300701 2,467.54 20000801 317,250 2,4316,874.04 PURCH
0028814937 80 8.75 20000801 20300701 3,277.79 20000801 416,650 3,2416,168.82 PURCH
0028814945 90 8.875 20000801 20300701 3,079.15 20000801 387,000 3,386,564.47 PURCH
0028814952 80 8.375 20000701 20300601 2,341.03 20000801 308,000 2,307,421.64 PURCH
0028814960 90 9.125 20000701 20300601 2,965.69 20000801 364,500 2,9363,913.63 PURCH
0028820215 79.9 8.75 20000801 20300701 2,674.79 20000801 340,000 2,6339,607.33 PURCH
0028820249 90 8.75 20000801 20300701 2,244.46 20000801 285,300 2,2284,970.51 PURCH
0028820314 90 8.625 20000801 20300701 2,362.54 20000801 303,750 2,3303,390.03 PURCH
0028820405 80 8.5 20000801 20300701 1,076.48 20000801 140,000 1,139,829.78 REFINO
0028820553 80 8.75 20000801 20300701 2,769.19 20000801 352,000 2,351,593.48 REFINO
0028820611 90 8.75 20000801 20300701 2,301.10 20000901 292,500 2291,413.72 PURCH
0028820645 80 8.625 20000801 20300701 2,096.93 20000801 269,600 2,0269,280.50 PURCH
0028820686 55.3 8.625 20000801 20300701 2,302.26 20000801 296,000 2,3295,649.22 REFI
0028821692 57.5 8.625 20000801 20300701 2,683.38 20000801 345,000 2,6344,591.15 REFINO
0028821825 80 8.625 20000801 20300701 3,328.94 20000801 428,000 3,3427,492.80 PURCH
0028821841 80 8.875 20000801 20300701 2,450.59 20000801 308,000 2,4307,653.38 PURCH
0028821916 88.5 8.875 20000801 20300701 2,323.28 20000801 292,000 2,3291,671.38 REFINO
0028821940 93.4 8.875 20000701 20300601 2,267.59 20000801 285,000 2,2284,517.11 REFINO
0028822229 80 8.75 20000801 20300701 3,996.44 20000801 508,000 3,9507,413.33 PURCH
0028822286 76.9 9 20000701 20300601 5,230.05 20000801 650,000 5,2648,926.84 REFINO
0028822310 80 8.75 20000801 20300701 2,951.70 20000901 375,200 2,374,766.69 PURCH
0028822344 72.2 8.75 20000601 20300501 3,237.27 20000801 411,500 3,2410,542.56 REFI
0028822385 80 8.875 20000701 20300601 2,291.46 20000801 288,000 2,287,512.03 PURCH
0028822443 80 8.5 20000801 20300701 3,198.69 20000801 416,000 3,415,492.84 PURCH
0028822450 80 8.875 20000801 20300701 2,339.20 20000801 294,000 2,3293,669.14 PURCH
0028822526 80 8.875 20000801 20300701 2,355.11 20000801 296,000 2295,621.67 PURCH
0028822591 80 8.75 20000801 20300701 2,643.31 20000801 336,000 2,335,611.96 PURCH
0028822625 62.9 8.625 20000801 20300701 2,566.71 20000801 330,000 2,329,608.94 PURCH
0028823938 80 8.875 20000801 20300701 2,259.63 20000801 284,000 2,2283,680.39 REFINO
0028823987 80 8.375 20000801 20300701 2,076.52 20000901 273,200 2,0272,859.19 PURCH
0028834935 80 8.875 20000701 20300601 2,259.63 20000801 284,000 2,2283,518.80 PURCH
0028835007 80 8.75 20000801 20300701 2,672.81 20000801 339,750 2,339,343.37 PURCH
0028835031 94 8.625 20000801 20300701 2,017.59 20000801 259,400 2,259,092.60 PURCH
0028840072 95 8.875 20000801 20300701 2,988.04 20000801 375,550 2,9375,127.37 PURCH
0028840312 58.3 8.625 20000901 20300801 4,666.74 00000000 600,000 4,6599,645.76 PURCH
0028840361 80 8.25 20000801 20300701 2,286.86 20000801 304,400 2,2304,010.45 PURCH
0028840429 80 8.25 20000801 20300701 3,069.31 00000000 408,551 3,408,028.17 PURCH
0028840494 80 8.5 20000801 20300701 2,460.52 00000000 320,000 2,4319,610.92 PURCH
0028840551 80 8.75 20000801 20300701 2,580.38 20000801 328,000 2,5327,621.20 PURCH
0028848059 90 8.5 20000801 20300701 2,456.68 20000901 319,500 2,4319,111.52 PURCH
0028848521 80 8.875 20000801 20300701 2,068.68 20000801 260,000 2,0259,707.40 PURCH
0028848570 80 8.75 20000901 20300801 2,303.46 00000000 292,800 2,3292,631.54 PURCH
0028848653 75 8 20000801 20300701 2,421.42 20000801 330,000 2,329,555.67 PURCH
0028848679 79.9 8.875 20000801 20300701 2,768.84 20000801 348,000 2,7347,608.37 PURCH
0028848703 62.7 8.5 20000801 20300701 2,588.94 20000801 336,700 2,5336,290.59 PURCH
0028848729 80 8.625 20000801 20300701 3,042.71 20000801 391,200 3,390,736.41 PURCH
0028848786 80 8.5 20000801 20300701 3,057.97 20000801 397,700 3,0397,216.44 PURCH
0028848836 80 8.5 20000801 20300701 2,077.22 20000901 270,150 2,0269,821.52 PURCH
0028848893 80 9 20000801 20300701 2,160.82 20000801 268,550 2,268,255.52 PURCH
0028848919 64.8 8.5 20000801 20300701 1,943.04 20000801 252,700 1,252,392.74 PURCH
0028848968 80 8.75 20000801 20300701 2,500.14 20000801 317,800 2,317,432.97 PURCH
0028849032 88.4 8.75 20000901 20300801 3,146.81 00000000 400,000 3399,769.86 PURCH
0028849107 80 8.75 20000801 20300701 4,550.28 20000801 578,400 4,5577,732.01 PURCH
0028849131 75 8.625 20000801 20300701 3,815.06 20000801 490,500 3,489,918.74 PURCH
0028849172 90 8.375 20000801 20300701 2,113.01 20000801 278,000 277,653.19 PURCH
0028849271 78.7 8.25 20000801 20300701 2,629.44 20000801 350,000 2,6349,552.09 PURCH
0028849404 75 7.875 20000801 20300701 2,066.45 20000801 285,000 2,0284,606.44 REFI
0028849461 80 8.5 20000901 20300801 2,435.92 00000000 316,800 2,4316,608.08 PURCH
0028850543 68.5 8.625 20000801 20300701 3,888.95 20000901 500,000 3,8499,407.48 PURCH
0028851574 47.8 8.5 20000801 20300701 3,480.87 20000801 452,700 3,4452,149.56 PURCH
0028851582 79.8 8.5 20000801 20300701 2,522.04 20000801 328,000 2,5327,601.18 PURCH
0028851590 89.8 8.75 20000801 20300701 2,753.45 20000801 350,000 2,7349,595.79 PURCH
0028851616 90 8.125 20000801 20300701 1,954.62 20000801 263,250 1,262,904.43 PURCH
0028851764 80 9 20000901 20300801 2,597.32 00000000 322,800 2,5322,623.68 PURCH
0028851806 92.3 8.75 20000801 20300701 2,360.10 20000901 300,000 2,299,653.53 PURCH
0028851863 80 8.625 20000801 20300701 2,613.37 20000801 336,000 2,335,601.82 PURCH
0028851871 80 8.625 20000801 20300701 2,271.15 20000801 292,000 2291,653.96 PURCH
0028851897 89 9.375 20000801 20300701 2,919.44 20000801 351,000 2,350,644.10 PURCH
0028851905 78.6 8 20000801 20300701 2,421.42 20000901 330,000 2,329,555.67 PURCH
0028851921 78.8 8.625 20000801 20300701 4,666.74 20000801 600,000 4,6599,288.97 PURCH
0028851962 55.1 8.5 20000901 20300801 4,229.02 20000901 550,000 4,2549,666.81 PURCH
0028852002 80 8.75 20000801 20300701 3,430.71 20000901 436,088 3,435,584.37 PURCH
0028852028 80 8.5 20000801 20300701 2,187.94 20000801 284,550 2,284,204.01 PURCH
0028852036 75 8.75 20000801 20300701 2,891.12 20000901 367,500 2367,075.59 REFI
0028852044 79.9 8.375 20000801 20300701 4,492.03 20000801 591,000 4,4590,262.75 PURCH
0028852093 79.9 8.5 20000901 20300801 2,291.36 00000000 298,000 2,297,819.47 PURCH
0028852127 79.5 8.625 20000801 20300701 3,313.38 20000801 426,000 3,425,495.18 PURCH
0028852150 76.3 8 20000801 20300701 3,668.82 20000801 500,000 3,6499,326.78 PURCH
0028852234 75 8.625 20000801 20300701 3,295.88 20000801 423,750 3,2423,247.84 REFI
0028855922 85.7 8.625 20000801 20300701 2,100.04 20000801 270,000 2,269,680.03 PURCH
0028856169 80 8 20000801 20300701 2,165.34 20000801 295,100 2,294,702.66 PURCH
0028856904 80 8.625 20000801 20300701 2,315.87 20000801 297,750 2,297,397.16 PURCH
0028857084 92.3 8 20000801 20300701 2,201.30 20000801 300,000 2,299,596.06 PURCH
0028857324 80 8.625 20000801 20300701 2,363.71 20000901 303,900 2,303,539.85 PURCH
0028857548 80 8.5 20000801 20300701 2,076.07 20000801 270,000 2,0269,671.70 PURCH
0028864593 80 8.625 20000801 20300701 3,297.83 20000801 424,000 3,2423,497.54 PURCH
0028877553 76 8.625 20000901 20300801 5,444.53 00000000 700,000 5,4699,586.72 PURCH
0028877769 80 8.625 20000901 20300801 2,831.94 00000000 364,100 2,363,885.03 PURCH
0028879476 80 8.5 20000901 20300801 2,441.31 00000000 317,500 2317,307.65 PURCH
0028879542 80 8.5 20000901 20300801 2,664.29 00000000 346,500 2,6346,290.09 PURCH
<CAPTION>
Curr Doc PMI Remain FICO Pymt Due Date
LoanNumber Value Type Code Term Income
<S> <C> <C> <C> <C> <C> <C> <C>
0022870992 315,000 Standard 06 359 0009901.00 651 20000901
0023699036 337,000 Standard 359 0011668.00 751 20000901
0023788854 395,500 Standard 358 0009419.00 778 20001001
0023794076 360,000 Standard 359 0013103.00 783 20001001
0023838584 425,000 Standard 358 0000000.00 787 20000901
0023839582 393,000 Standard 35 355 0018675.00 737 20001001
0023882749 360,000 Standard 355 0016666.00 612 20000901
0023897051 485,000 Standard 358 0000000.00 760 20000901
0023922669 950,000 Standard 354 0025975.00 708 20000901
0023983752 324,000 Standard 11 355 0009500.00 642 20000901
0023987415 435,000 Standard 356 0007504.00 571 20001001
0023988306 470,000 Standard 358 0000000.00 717 20000901
0023995392 380,000 Standard 358 0009845.00 740 20000901
0023997349 880,000 Standard 358 0034466.00 684 20000901
0028064152 600,000 Standard 356 0031704.00 621 20000901
0028232957 891,202 Reduced 359 0015890.00 727 20000901
0028452357 420,000 Reduced 358 0000000.00 784 20000901
0028452563 484,500 Reduced 358 0000000.00 759 20000901
0028469831 388,000 Standard 356 0000000.00 734 20000901
0028470334 347,000 Standard 358 0000000.00 767 20001001
0028490373 385,000 Standard 357 0000000.00 746 20000901
0028493161 360,000 Standard 357 0010495.00 696 20000901
0028528727 480,000 Standard 358 0010416.00 763 20000901
0028530707 353,000 Standard 358 0009837.00 687 20000901
0028536076 518,500 Standard 358 0000000.00 766 20000901
0028539005 330,000 Standard 01 357 0008000.00 613 20000901
0028539237 325,000 Standard 01 357 0010833.00 732 20000901
0028540623 410,000 Standard 06 358 0000000.00 745 20000901
0028540979 502,000 Standard 06 358 0013750.00 785 20000901
0028543197 348,000 Standard 358 0000000.00 710 20001001
0028556959 486,000 Standard 358 0000000.00 775 20000901
0028557114 460,000 Standard 358 0013872.00 762 20000901
0028558120 530,000 Standard 358 0000000.00 756 20000901
0028568111 560,000 Standard 358 0000000.00 656 20000901
0028570281 350,000 Standard 358 0000000.00 753 20001001
0028570331 400,000 Standard 01 358 0012083.00 615 20000901
0028577625 1,175,000 Standard 359 0016167.00 658 20001001
0028582591 332,000 Standard 357 0009423.00 737 20000901
0028587517 450,000 Standard 358 0000000.00 801 20001001
0028588192 402,500 Standard 359 0000000.00 741 20000901
0028588853 430,000 Standard 358 0000000.00 764 20001001
0028589752 430,000 Standard 358 0031452.00 712 20000901
0028591915 445,000 Reduced 358 0007786.00 587 20000901
0028592376 690,000 Standard 358 0000000.00 737 20000901
0028598654 465,000 Reduced 358 0000000.00 707 20000901
0028598712 341,500 Standard 358 0000000.00 716 20000901
0028599173 525,000 Standard 359 0000000.00 744 20000901
0028599504 350,000 Reduced 06 358 0010362.00 689 20000901
0028599918 500,000 Standard 358 0000000.00 789 20000901
0028600302 514,000 Standard 359 0000000.00 748 20000901
0028601474 371,100 Standard 359 0000000.00 767 20001001
0028601649 389,000 Standard 358 0009547.00 793 20000901
0028603504 502,500 Standard 358 0030009.00 696 20001001
0028604064 392,000 Reduced 358 0000000.00 687 20000901
0028606044 300,000 Standard 06 358 0000000.00 692 20000901
0028606911 570,000 Standard 358 0013738.00 816 20000901
0028607091 286,500 Standard 11 358 0007225.00 665 20000901
0028609931 390,000 Reduced 357 0000000.00 632 20001001
0028613651 445,000 Standard 359 0000000.00 743 20000901
0028615037 382,000 Standard 358 0010416.00 794 20000901
0028615706 480,000 Standard 359 0000000.00 684 20001001
0028618064 380,000 Reduced 11 358 0007636.00 653 20000801
0028618429 455,000 Standard 24 359 0000000.00 787 20000901
0028622355 337,000 Standard 35 358 0000000.00 744 20001001
0028629095 469,950 Standard 359 0000000.00 742 20000901
0028630549 330,000 Standard 358 0008916.00 743 20000901
0028630796 810,000 Standard 359 0027500.00 760 20000901
0028631265 352,000 Standard 358 0000000.00 704 20000901
0028633212 510,000 Standard 357 0000000.00 740 20000901
0028633246 440,000 Standard 358 0000000.00 714 20000901
0028635738 395,000 Standard 35 358 0019578.00 782 20000901
0028636678 850,000 Standard 358 0060686.00 657 20000901
0028638518 335,000 Standard 357 0000000.00 670 20000901
0028638872 340,000 Standard 358 0000000.00 726 20000901
0028640811 386,000 Standard 358 0000000.00 737 20000901
0028643013 277,000 Standard 01 357 0000000.00 659 20000901
0028644201 435,000 Standard 359 0012484.00 638 20000901
0028645877 338,000 Standard 24 358 0000000.00 644 20000901
0028648855 525,000 Standard 358 0000000.00 637 20000901
0028648913 290,000 Standard 06 357 0000000.00 726 20000901
0028649978 465,000 Standard 358 0000000.00 754 20000901
0028650414 427,000 Standard 357 0012750.00 724 20000901
0028653996 438,000 Reduced 359 0000000.00 768 20001101
0028654747 365,000 Standard 13 358 0009625.00 667 20000901
0028655009 295,000 Standard 11 358 0000000.00 736 20000901
0028655876 514,000 Standard 358 0000000.00 646 20000901
0028656064 500,000 Standard 12 357 0021133.00 742 20001001
0028656072 501,500 Standard 358 0009693.00 698 20000901
0028656080 405,000 Standard 357 0009167.00 761 20000901
0028656098 490,000 Standard 358 0000000.00 730 20000901
0028656551 343,000 Standard 358 0000000.00 771 20001001
0028657013 425,000 Standard 358 0000000.00 761 20000901
0028658755 412,000 Standard 358 0010117.00 653 20000901
0028660140 445,000 Standard 358 0011360.00 705 20000901
0028661684 287,000 Standard 35 358 0010459.00 708 20001001
0028662435 578,500 Reduced 358 0000000.00 738 20000901
0028663771 532,000 Standard 358 0000000.00 780 20000901
0028666444 501,000 Standard 358 0000000.00 797 20000901
0028666576 478,000 Reduced 357 0000000.00 796 20001001
0028666600 362,000 Reduced 358 0000000.00 756 20000901
0028666642 340,000 Standard 358 0000000.00 725 20000901
0028666675 730,000 Standard 359 0000000.00 686 20000901
0028667202 897,000 Standard 358 0000000.00 726 20000901
0028669257 525,000 Standard 358 0012998.00 690 20000901
0028672152 515,000 Standard 358 0000000.00 694 20001001
0028673242 700,000 Standard 358 0018333.00 726 20000901
0028674026 650,000 Standard 359 0000000.00 744 20000901
0028675346 430,000 Reduced 359 0000000.00 760 20000901
0028680098 470,000 Standard 35 358 0000000.00 765 20000901
0028680700 328,000 Standard 11 358 0000000.00 695 20000901
0028681112 362,800 Standard 35 358 0000000.00 785 20000901
0028682540 630,000 Standard 358 0000000.00 736 20000901
0028686152 430,000 Reduced 13 358 0009625.00 758 20000801
0028686814 910,000 Standard 358 0000000.00 738 20000901
0028687861 675,000 Reduced 358 0025183.00 707 20000901
0028687994 540,000 Reduced 358 0000000.00 714 20000901
0028689479 418,000 Standard 359 0000000.00 753 20000901
0028689933 283,000 Standard 35 358 0013000.00 676 20000901
0028690006 469,000 Standard 358 0000000.00 739 20000901
0028690105 288,000 Reduced 12 358 0000000.00 744 20000901
0028690188 570,000 Standard 358 0000000.00 762 20000901
0028690220 435,000 Standard 13 358 0000000.00 726 20000901
0028690758 408,000 Standard 359 0000000.00 781 20000901
0028693034 540,000 Standard 358 0014617.00 725 20000901
0028695724 505,000 Standard 358 0000000.00 739 20000901
0028696276 280,000 Standard 13 358 0013750.00 650 20000901
0028696508 360,000 Reduced 358 0000000.00 731 20000901
0028697530 645,000 Standard 359 0000000.00 745 20000901
0028703387 552,000 Standard 358 0000000.00 716 20000901
0028703650 710,000 Standard 358 0000000.00 755 20001001
0028703676 489,000 Reduced 358 0000000.00 735 20000801
0028703692 650,000 Standard 358 0026249.00 761 20000901
0028703981 455,000 Reduced 358 0000000.00 759 20000901
0028704286 602,000 Standard 359 0000000.00 744 20000901
0028704906 553,000 Standard 358 0000000.00 729 20000901
0028705960 368,000 Standard 358 0000000.00 754 20000901
0028706364 535,000 Reduced 358 0000000.00 797 20000901
0028706398 290,000 Standard 35 358 0008292.00 687 20001001
0028706570 390,000 Standard 357 0000000.00 780 20001001
0028706612 365,000 Standard 358 0008600.00 759 20001001
0028706844 532,000 Stated 358 0000000.00 760 20001001
0028706893 360,000 Standard 12 358 0000000.00 692 20000901
0028708360 458,000 Standard 358 0008816.00 723 20000901
0028708451 545,000 Standard 358 0000000.00 710 20000901
0028709236 407,000 Standard 358 0012834.00 754 20000901
0028709780 1,200,000 Standard 359 0090000.00 783 20000901
0028710614 280,000 Standard 12 358 0009066.00 739 20000901
0028710994 366,000 Standard 359 0000000.00 714 20000901
0028711828 405,000 Standard 359 0000000.00 771 20001001
0028712222 435,000 Reduced 359 0000000.00 734 20000901
0028712677 630,000 Standard 358 0007750.00 721 20000901
0028712990 365,000 Standard 358 0010716.00 755 20000901
0028713071 390,000 Standard 35 358 0011250.00 737 20000901
0028713097 420,000 Reduced 358 0000000.00 786 20000901
0028713543 497,000 Standard 359 0000000.00 768 20001001
0028713568 358,500 Standard 359 0000000.00 687 20001001
0028713881 272,000 Standard 13 358 0000000.00 737 20000901
0028714418 371,000 Standard 12 358 0009334.00 687 20000901
0028714574 383,000 Reduced 359 0000000.00 718 20000901
0028717247 535,000 Standard 358 0000000.00 754 20000901
0028717932 335,000 Reduced 359 0000000.00 816 20000901
0028718443 446,000 Standard 358 0000000.00 797 20000801
0028718526 503,000 Standard 358 0000000.00 769 20000901
0028719136 425,000 Standard 358 0000000.00 700 20001001
0028719367 525,000 Standard 358 0027583.00 711 20000901
0028719508 540,000 Standard 358 0000000.00 771 20000901
0028719797 370,000 Standard 358 0000000.00 758 20001001
0028719813 320,000 Standard 11 358 0000000.00 750 20000901
0028720308 325,000 Standard 24 359 0011005.00 761 20000901
0028720381 420,000 Standard 358 0000000.00 725 20000901
0028721520 575,000 Standard 358 0000000.00 721 20000901
0028721538 347,000 Standard 358 0009081.00 778 20001001
0028721546 390,000 Standard 359 0010977.00 698 20000901
0028721827 385,000 Standard 11 359 0000000.00 20001001
0028721884 505,000 Standard 359 0000000.00 785 20001001
0028721991 336,000 Standard 358 0000000.00 712 20000901
0028722064 371,500 Standard 358 0008600.00 764 20000901
0028722114 398,000 Standard 358 0000000.00 771 20000901
0028722312 605,000 Standard 359 0000000.00 746 20000901
0028722411 451,000 Standard 358 0000000.00 700 20000901
0028723252 387,000 Standard 358 0000000.00 735 20000901
0028724078 450,000 Standard 359 0000000.00 757 20000901
0028725059 412,000 Standard 358 0020108.00 706 20000901
0028725398 405,000 Standard 359 0000000.00 697 20000901
0028725505 1,180,000 Standard 359 0022927.00 735 20000901
0028726073 350,000 Standard 359 0020504.00 710 20000901
0028726081 385,000 Standard 359 0000000.00 730 20000901
0028726206 405,000 Standard 359 0000000.00 781 20000901
0028726479 440,000 Standard 358 0000000.00 751 20001001
0028727170 490,000 Standard 359 0000000.00 712 20000901
0028727246 390,000 Standard 359 0000000.00 704 20000901
0028729655 320,000 Standard 11 358 0000000.00 683 20000901
0028730703 1,779,272 Standard 359 0014909.00 778 20000901
0028731206 388,000 Standard 359 0014231.00 642 20000901
0028731339 380,000 Standard 358 0000000.00 778 20000901
0028732055 730,000 Standard 358 0000000.00 761 20001001
0028732550 455,000 Standard 359 0000000.00 746 20000901
0028733673 750,000 Standard 359 0021928.00 717 20000901
0028734143 325,000 Reduced 35 358 0000000.00 745 20000901
0028734317 398,400 Standard 359 0000000.00 787 20001001
0028734432 595,000 Standard 359 0008065.00 779 20001001
0028735249 488,000 Standard 358 0000000.00 755 20000901
0028735785 730,000 Standard 358 0013035.00 653 20000901
0028739357 370,000 Standard 06 358 0000000.00 709 20001001
0028739498 327,000 Standard 358 0009545.00 656 20000901
0028739514 465,000 Standard 358 0000000.00 740 20001001
0028739522 635,000 Standard 359 0000000.00 661 20000901
0028739548 369,000 Standard 358 0000000.00 731 20001001
0028742443 360,000 Standard 01 358 0007000.00 694 20000901
0028742534 560,000 Reduced 358 0000000.00 780 20000901
0028743359 427,000 Reduced 358 0000000.00 773 20001001
0028743425 420,000 Standard 359 0000000.00 756 20000901
0028744613 940,000 Standard 358 0016639.00 792 20000901
0028745891 400,000 Standard 11 358 0000000.00 656 20000801
0028748283 355,000 Standard 358 0000000.00 764 20000901
0028749307 301,000 Standard 13 357 0000000.00 658 20000901
0028750156 297,000 Standard 01 358 0000000.00 739 20000901
0028750503 290,000 Standard 12 358 0000000.00 757 20000901
0028750545 357,000 Standard 359 0000000.00 775 20001001
0028751121 333,000 Standard 35 358 0000000.00 754 20000901
0028751725 925,000 Standard 359 0000000.00 659 20001001
0028751907 320,000 Standard 358 0000000.00 743 20000901
0028752418 408,000 Standard 358 0000000.00 688 20000901
0028752814 380,000 Standard 358 0000000.00 767 20000901
0028753283 350,000 Standard 35 358 0000000.00 692 20000901
0028757094 1,275,000 Standard 359 0000000.00 724 20001001
0028757607 340,000 Standard 358 0000000.00 784 20000901
0028758324 360,000 Standard 11 359 0015000.00 707 20000901
0028759769 875,000 Standard 359 0043333.00 770 20000901
0028760866 350,000 Standard 358 0000000.00 738 20000901
0028761211 430,000 Reduced 12 358 0000000.00 725 20000901
0028761690 485,000 Standard 358 0000000.00 729 20000901
0028761864 350,000 Standard 358 0000000.00 742 20000901
0028761963 635,000 Standard 359 0035080.00 653 20000901
0028762433 511,000 Standard 359 0000000.00 634 20000901
0028762995 483,779 Standard 359 0000000.00 675 20000901
0028765642 550,000 Standard 359 0000000.00 773 20000901
0028766863 457,500 Reduced 359 0000000.00 745 20000901
0028770345 485,000 Standard 359 0000000.00 777 20001001
0028771087 455,000 Standard 359 0000000.00 693 20001001
0028771400 400,000 Standard 359 0000000.00 762 20000901
0028772044 367,000 Standard 13 359 0000000.00 682 20000901
0028773034 359,000 Standard 359 0000000.00 793 20000901
0028783058 890,000 Standard 359 0023786.00 666 20000901
0028784197 339,000 Standard 359 0000000.00 737 20001001
0028788016 665,000 Standard 359 0016659.00 709 20000901
0028788818 590,000 Reduced 358 0000000.00 767 20000901
0028788909 405,000 Reduced 358 0000000.00 781 20001001
0028788917 340,334 Standard 359 0008931.00 710 20000901
0028789931 310,000 Standard 06 359 0000000.00 755 20000901
0028793479 389,000 Standard 359 0000000.00 666 20000901
0028794790 488,000 Standard 359 0000000.00 717 20000901
0028795730 290,500 Standard 12 359 0010274.00 711 20000901
0028796308 504,000 Standard 359 0000000.00 722 20000901
0028800001 510,000 Standard 359 0000000.00 760 20000901
0028800639 410,000 Reduced 13 359 0000000.00 685 20001001
0028804508 530,000 Standard 359 0000000.00 752 20001001
0028806206 350,000 Standard 359 0011754.00 772 20000901
0028807527 372,000 Standard 01 359 0013594.00 687 20000901
0028808491 580,000 Standard 359 0000000.00 755 20001001
0028809382 500,000 Standard 359 0000000.00 774 20000901
0028811255 602,000 Standard 359 0000000.00 686 20000901
0028811271 380,000 Reduced 359 0000000.00 791 20000901
0028811685 372,000 Standard 12 359 0000000.00 703 20000901
0028815181 438,000 Reduced 359 0000000.00 761 20001001
0028815629 475,000 Standard 358 0000000.00 779 20000901
0028817138 367,000 Standard 359 0011543.00 667 20000901
0028819712 470,000 Standard 359 0015166.00 711 20000901
0028823151 399,000 Standard 359 0000000.00 788 20000901
0028823771 332,000 Standard 01 359 0000000.00 754 20000901
0028825826 545,000 Standard 359 0000000.00 643 20000901
0028829976 414,000 Standard 359 0000000.00 805 20000901
0028839041 515,000 Standard 359 0000000.00 751 20000901
0028839249 876,000 Standard 359 0018750.00 734 20000901
0028841898 390,000 Reduced 359 0000000.00 690 20000901
0028843928 515,000 Standard 359 0000000.00 714 20000901
0028844249 465,000 Standard 359 0000000.00 746 20000901
0028846301 475,000 Reduced 359 0000000.00 755 20000901
0028859502 580,000 Standard 354 0000100.00 774 20000901
6000223559 400,000 Standard 359 0010569.00 20000901
6001948691 550,000 Standard 359 0007243.00 758 20000901
6003256267 1,800,000 Standard 359 0026203.00 742 20000901
6004166481 300,000 Standard 01 359 0010417.00 706 20000901
6004510159 605,500 Reduced 358 0014720.00 773 20000901
6013057499 580,500 Standard 358 0013491.00 680 20000901
6014870288 975,000 Reduced 359 0013764.00 756 20000901
6015574319 396,441 Reduced 06 359 0015000.00 746 20000901
6017363802 443,000 Reduced 358 0011656.00 734 20000901
6018597259 875,000 Standard 358 0010204.00 777 20000901
6018717063 380,000 Standard 356 0013133.00 669 20000901
6023421107 538,000 Standard 359 0013000.00 691 20000901
6023975847 320,000 Reduced 06 358 0010987.00 675 20000901
6026360492 456,000 Reduced 358 0011000.00 793 20000901
6028107404 435,000 Standard 360 0010762.00 692 20001001
6031697524 440,000 Standard 358 0010499.00 732 20001001
6036150271 350,000 Standard 359 0006688.00 664 20000901
6042914462 420,000 Standard 359 0017363.00 717 20001001
6043126926 415,000 Standard 358 0013444.00 759 20000901
6043455358 355,000 Standard 359 0008166.00 738 20001001
6044375027 399,000 Reduced 358 0012269.00 785 20000901
6045283683 1,900,000 Reduced 359 0054842.00 767 20000901
6047594392 400,000 Reduced 359 0009289.00 745 20001001
6051833157 715,000 Reduced 359 0028749.00 761 20000901
6052381800 450,000 Reduced 359 0008853.00 753 20000901
6061027840 575,000 Reduced 358 0038328.00 740 20000901
6068923777 395,000 Reduced 359 0012500.00 721 20001001
6070850273 350,000 Standard 359 0006414.00 628 20000901
6072269555 275,300 Standard 12 358 0008941.00 647 20000901
6075954161 445,000 Reduced 359 0006801.00 774 20000901
6076068417 430,000 Standard 359 0009967.00 659 20000901
6076500930 1,350,000 Reduced 358 0019360.00 804 20001001
6087819881 469,000 Reduced 359 0017750.00 727 20000901
6095253560 320,000 Reduced 12 358 0007851.00 723 20000901
6098369090 730,000 Reduced 359 0011490.00 753 20000901
6099265438 2,100,000 Standard 358 0021166.00 654 20000801
6100643532 605,000 Reduced 359 0012497.00 779 20001001
6102083596 750,000 Standard 359 0009402.00 741 20001001
6103667512 356,000 Standard 01 360 0016041.00 704 20001001
6106415257 595,000 Standard 360 0049833.00 641 20001001
6106870493 775,000 Reduced 359 0036022.00 715 20001001
6111349525 685,000 Standard 358 0008958.00 677 20000901
6112656746 480,000 Reduced 359 0015377.00 725 20000901
6116482016 1,575,000 Standard 360 0009265.00 761 20001001
6117904810 470,000 Reduced 359 0044797.00 738 20000901
6122088351 288,000 Standard 06 358 0007384.00 655 20000901
6125493327 389,000 Reduced 359 0008584.00 754 20001001
6128239362 319,000 Standard 13 355 0013236.00 591 20000901
6136612303 489,000 Reduced 359 0013996.00 742 20001001
6137526296 425,000 Reduced 360 0007318.00 750 20001001
6138290587 2,590,000 Reduced 358 0033521.00 783 20000901
6138673659 575,000 Reduced 358 0014358.00 781 20000901
6142129250 785,000 Reduced 359 0012837.00 718 20000901
6143343223 327,824 Reduced 358 0008083.00 754 20000901
6144736862 540,000 Standard 358 0015000.00 620 20000901
6145432750 415,000 Standard 359 0016037.00 672 20000901
6146909848 291,000 Standard 06 358 0007385.00 728 20001001
6148517631 452,000 Reduced 359 0013694.00 700 20000901
6149897743 400,000 Reduced 360 0007666.00 722 20001001
6150336854 290,000 Standard 12 359 0007265.00 20000901
6153674251 795,000 Standard 359 0018106.00 748 20000901
6156181445 445,000 Reduced 359 0007811.00 756 20000901
6158287703 345,000 Standard 359 0009166.00 670 20000901
6161275240 365,000 Standard 12 358 0012583.00 754 20001001
6163443218 575,000 Standard 359 0010806.00 653 20000901
6167056750 435,000 Reduced 12 358 0012150.00 723 20001001
6167246922 665,000 Standard 359 0016105.00 772 20000901
6168253893 650,000 Standard 354 0027925.00 670 20001001
6168766647 800,000 Standard 300 0022749.00 610 20001001
6172552595 632,000 Standard 360 0013451.00 754 20001001
6179839607 371,000 Standard 358 0013934.00 696 20001101
6180108570 620,000 Reduced 359 0042000.00 728 20000901
6182726700 525,000 Standard 359 0011666.00 651 20000901
6184403431 550,000 Reduced 359 0006505.00 755 20001001
6186146418 420,000 Standard 360 0010580.00 813 20001001
6188395815 1,840,000 Reduced 359 0029248.00 752 20000901
6194096233 390,000 Standard 359 0009294.00 772 20000901
6195224321 338,000 Standard 358 0008821.00 595 20001001
6197457531 390,000 Reduced 358 0011185.00 748 20000901
6198241009 470,000 Reduced 360 0018750.00 726 20001001
6198764331 910,000 Standard 359 0017587.00 685 20000901
6199037166 332,750 Reduced 358 0009316.00 788 20000901
6200596754 425,000 Standard 358 0020076.00 733 20000901
6207874980 1,000,000 Standard 359 0014267.00 774 20000901
6210413388 355,000 Reduced 358 0008234.00 754 20000901
6210935976 565,000 Reduced 358 0011416.00 755 20000901
6214553015 525,000 Reduced 360 0017082.00 790 20001001
6219681035 530,000 Standard 359 0011250.00 756 20000901
6221032904 660,000 Standard 359 0015000.00 683 20001001
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0028820405 175,000 Standard 358 0002970.00 790 20000901
0028820553 440,000 Reduced 358 0000000.00 779 20000901
0028820611 325,000 Standard 12 358 0000000.00 745 20001001
0028820645 337,000 Reduced 358 0009670.00 692 20000901
0028820686 535,000 Standard 358 0007225.00 761 20000901
0028821692 600,000 Standard 358 0000000.00 791 20000901
0028821825 535,000 Standard 358 0000000.00 672 20000901
0028821841 385,000 Standard 358 0013961.00 672 20000901
0028821916 330,000 Standard 06 358 0008534.00 741 20000901
0028821940 305,000 Standard 35 357 0010400.00 693 20000901
0028822229 650,000 Standard 358 0030000.00 722 20000901
0028822286 845,000 Standard 357 0016839.00 658 20000901
0028822310 469,000 Standard 358 0000000.00 733 20001001
0028822344 570,000 Standard 356 0000000.00 701 20000901
0028822385 360,000 Standard 357 0000000.00 759 20000901
0028822443 520,000 Standard 358 0000000.00 677 20000901
0028822450 368,000 Standard 358 0000000.00 628 20000901
0028822526 370,000 Standard 358 0000000.00 666 20000901
0028822591 420,000 Standard 358 0000000.00 740 20000901
0028822625 526,000 Standard 358 0000000.00 707 20000901
0028823938 355,000 Standard 358 0000000.00 721 20000901
0028823987 341,500 Standard 358 0000000.00 716 20001001
0028834935 358,000 Standard 357 0000000.00 707 20000901
0028835007 425,000 Standard 358 0000000.00 743 20000901
0028835031 276,000 Standard 13 358 0000000.00 652 20000901
0028840072 400,000 Standard 13 358 0000000.00 759 20000901
0028840312 1,100,000 Standard 359 0000000.00 769 20000901
0028840361 381,000 Standard 358 0000000.00 669 20000901
0028840429 515,000 Standard 358 0000000.00 758 20000801
0028840494 400,000 Standard 358 0000000.00 716 20000801
0028840551 410,000 Standard 358 0000000.00 772 20000901
0028848059 360,000 Standard 01 358 0000000.00 750 20001001
0028848521 325,000 Standard 358 0000000.00 701 20000901
0028848570 375,000 Standard 359 0000000.00 754 20000901
0028848653 440,000 Standard 358 0000000.00 731 20000901
0028848679 440,000 Standard 358 0000000.00 727 20000901
0028848703 537,000 Standard 358 0013005.00 727 20000901
0028848729 510,000 Standard 358 0000000.00 638 20000901
0028848786 500,000 Standard 358 0000000.00 647 20000901
0028848836 338,000 Standard 358 0000000.00 685 20001001
0028848893 336,000 Standard 358 0000000.00 792 20000901
0028848919 390,000 Standard 358 0000000.00 742 20000901
0028848968 400,000 Standard 358 0000000.00 732 20000901
0028849032 455,000 Standard 11 359 0000000.00 622 20000901
0028849107 723,000 Standard 358 0000000.00 782 20000901
0028849131 654,000 Standard 358 0014125.00 723 20000901
0028849172 309,000 Standard 01 358 0000000.00 784 20000901
0028849271 445,000 Standard 358 0000000.00 764 20000901
0028849404 380,000 Standard 358 0000000.00 752 20000901
0028849461 405,000 Standard 359 0000000.00 646 20000901
0028850543 730,000 Standard 358 0024511.00 758 20001001
0028851574 953,300 Standard 358 0016667.00 717 20000901
0028851582 411,000 Standard 358 0000000.00 732 20000901
0028851590 390,000 Standard 01 358 0000000.00 671 20000901
0028851616 293,500 Standard 24 358 0000000.00 752 20000901
0028851764 403,500 Standard 359 0000000.00 738 20000901
0028851806 340,000 Standard 35 358 0000000.00 702 20001001
0028851863 420,000 Standard 358 0000000.00 779 20000901
0028851871 365,000 Standard 358 0000000.00 756 20000901
0028851897 400,000 Standard 01 358 0011619.00 699 20000901
0028851905 420,000 Standard 358 0000000.00 641 20001001
0028851921 774,000 Standard 358 0025641.00 760 20000901
0028851962 1,000,000 Standard 359 0020707.00 794 20001001
0028852002 546,000 Standard 358 0000000.00 583 20001001
0028852028 356,000 Standard 358 0000000.00 723 20000901
0028852036 490,000 Standard 358 0025230.00 693 20001001
0028852044 740,000 Standard 358 0022510.00 639 20000901
0028852093 373,000 Standard 359 0000000.00 720 20000901
0028852127 536,000 Standard 358 0014968.00 631 20000901
0028852150 660,000 Standard 358 0000000.00 779 20000901
0028852234 565,000 Standard 358 0017060.00 623 20000901
0028855922 322,000 Standard 11 358 0000000.00 730 20000901
0028856169 372,500 Standard 358 0000000.00 750 20000901
0028856904 372,500 Standard 358 0000000.00 696 20000901
0028857084 325,000 Standard 11 358 0000000.00 625 20000901
0028857324 380,000 Standard 358 0000000.00 750 20001001
0028857548 340,000 Standard 358 0000000.00 779 20000901
0028864593 530,000 Standard 358 0000000.00 744 20000901
0028877553 933,000 Standard 359 0017083.00 783 20000901
0028877769 455,500 Standard 359 0000000.00 773 20000901
0028879476 400,000 Standard 359 0000000.00 699 20000901
0028879542 435,000 Standard 359 0000000.00 788 20000901
</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 26, 2000, among
Bank of America Mortgage Securities, Inc., as Depositor, 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 26, 2000, among Bank of America Mortgage Securities, Inc., as
Depositor, 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 2000-5, Class ___,
having an initial aggregate Certificate Balance as of
September 26, 2000 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 26, 2000, among Bank of America Mortgage
Securities, Inc., as Depositor, 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>
G-2A-8
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 2000-5, Class ___,
having an initial aggregate Certificate Balance as of
September 26, 2000 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 26, 2000, among Bank of America
Mortgage Securities, Inc., as Depositor, 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 2000-5, Class ___,
having an initial aggregate Certificate Principal
Balance as of September 26, 2000 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 26, 2000, among Bank of
America Mortgage Securities, Inc., as Depositor, 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 SERVICER, 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 SERVICER 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:
--------------------------------------
Date:
---------------------------------------
<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 2000-5, Class ___,
having an initial aggregate Certificate Principal
Balance as of September 26, 2000 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 26, 2000, among Bank of
America Mortgage Securities, Inc., as Depositor, 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 2000-5
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 26, 2000, (the "Agreement"), relating to the above-referenced Series,
by and among Bank of America Mortgage Securities, Inc., as depositor (the
"Depositor"), 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 THE SERVICER MORTGAGE FILE
1. Copies of Mortgage Loans Documents.
2. Residential loan application.
3. Mortgage Loan closing statement.
4. Verification of employment and income, if required.
5. Verification of acceptable evidence of source and amount of downpayment.
6. Credit report on Mortgagor, in a form acceptable to either FNMA or FHLMC.
7. Residential appraisal report.
8. Photograph of the Mortgaged Property.
9. Survey of the Mortgaged Property, unless a survey is not required by the
title insurer.
10. Copy of each instrument necessary to complete identification of any
exception set forth in the exception schedule in the title policy, i.e.,
map or plat, restrictions, easements, home owner association declarations,
etc.
11. Copies of all required disclosure statements.
12. If applicable, termite report, structural engineer's report, water
potability and septic certification.
13. Sales Contract, if applicable.
14. The Primary Insurance Policy or certificate of insurance or an electronic
notation of the existence of such policy, where required pursuant to the
Agreement.
15. Evidence of electronic notation of the hazard insurance policy, and if
required by law, evidence of the flood insurance policy.
<PAGE>
K-9
EXHIBIT K
FORM OF SPECIAL SERVICING AGREEMENT
This Special Servicing Agreement (the "Agreement") is made and
entered into as of ___________________, between Bank of America, N.A. (the
"Servicer") and ___________________ (the "Loss Mitigation Advisor ").
PRELIMINARY STATEMENT
_________________ (the "Purchaser") 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 Servicer, and The Bank of New York, as Trustee.
The Purchaser has requested the Servicer to engage the Loss Mitigation
Advisor, at the Purchaser's expense, to assist the Servicer with respect to
default management and reporting situations for the benefit of the Purchaser.
In consideration of the mutual agreements herein contained, the receipt
and sufficiency of which are hereby acknowledged, the Servicer hereby engages
the Loss Mitigation Advisor to provide advice in connection with default
management and reporting situations with respect to defaulted loans, including
providing to the Servicer recommendations with respect to foreclosures, the
acceptance of so-called short payoffs, deeds in lieu of or in aid of foreclosure
and deficiency notes, as well as with respect to the sale of REO properties. The
Loss Mitigation Advisor hereby accepts such engagement, and acknowledges that
its fees will be paid by the Purchaser and not the Servicer, and that it will
not look to the Servicer for financial remuneration. It is the intent of the
parties to this Agreement that the services of the Loss Mitigation Advisor are
provided without fee to the Servicer for the benefit of the Purchaser for the
life of the Class B Certificates.
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.
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, the posting, publishing, filing or
delivery of a notice of sale.
Delay of Foreclosure: The postponement for more than three Business Days
of the scheduled sale of Mortgaged Property to obtain satisfaction of a Mortgage
Loan.
Loss Mitigation Advisor: ______________.
Purchaser: _______________________, or the holder of record of the Class B
Certificates.
Short Payoff: Liquidation of a Mortgage Loan at less than the full amount
of the outstanding balance of the Mortgage Loan plus advances and costs through
a negotiated settlement with the borrower, which may include a deed-in-lieu of
foreclosure or sale of the property or of the promissory note secured by the
collateral property to a third party, in either case with or without a
contribution toward any resulting deficiency by the borrower.
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 Agreements.
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,
the Servicer shall use reasonable efforts to provide to the Loss Mitigation
Advisor with the following notices and reports. All such notices and reports may
be sent to the Loss Mitigation Advisor by telecopier, electronic mail, express
mail or regular mail.
(i) The Servicer shall within five Business Days after each
Distribution Date either: (A) provide to the Loss Mitigation Advisor a
written or electronic report, using the same methodology and calculations
as in its standard servicing reports, indicating for the trust fund formed
by the Pooling and Servicing Agreement, the number of Mortgage Loans that
are (1) sixty days delinquent, (2) ninety days or more delinquent, (3) in
foreclosure or (4) real estate owned (REO), and indicating for each such
Mortgage Loan the loan number, whether the loan is in bankruptcy or paying
under the terms of a repayment plan, the reason for default, and
outstanding principal balance; or (B) provide the information detailed in
(A) to a data service provider of the Loss Mitigation Advisor's choice in
an electronic format acceptable to that data service provider. Provision
of the information to a service provider other than that specified by the
Loss Mitigation Advisor is acceptable.
(ii) Prior to a Delay of Foreclosure in connection with any Mortgage
Loan, the Servicer shall provide the Loss Mitigation Advisor with a notice
of such proposed and imminent delay, stating the loan number, the
aggregate amount owing under the Mortgage Loan, and the reason and
justification for delaying foreclosure action. All notices and supporting
documentation pursuant to this subsection may be provided via telecopier,
express mail or electronic mail.
(iii) Prior to accepting any Short Payoff in connection with any
Mortgage Loan, the Servicer shall provide the Loss Mitigation Advisor with
a notice of such proposed and imminent Short Payoff, stating the loan
number, the aggregate amount owing under the Mortgage Loan, and the
justification for accepting the proposed Short Payoff. Such notice may be
sent by telecopier, express mail, electronic mail or regular mail.
(iv) Within five (5) business days of each Distribution Date, the
Servicer shall provide the Loss Mitigation Advisor with a report listing
each loan that has resulted in a realized loss that has been reported to
the trustee. Such report shall specify the loan number, the outstanding
principal balance of the loan upon its liquidation, the realized loss, and
the following components of realized loss: foreclosure costs, advances,
mortgage insurance proceeds, marketing and property rehabilitation costs,
and other costs. Such report may be provided by telecopier, express mail,
regular mail or electronic mail. The Loss Mitigation Advisor shall have at
least ten (10) business days in which to respond with reasonable questions
or requests for additional information regarding the amounts reported as
realized losses, and the Servicer shall within five (5) business days of
receipt of the Loss Mitigation Advisor's questions or additional
information requests provide responses to such questions and requests.
(v) Within five (5) business days of receipt by the Servicer of an
offer to acquire an REO property at an amount that is more than 15% below
the most recent market valuation of that property obtained by the Servicer
(or if no such valuation has been obtained, the appraisal used in
connection with the originating of the related Mortgage Loan), the
Servicer shall notify the Loss Mitigation Advisor of such offer and shall
provide a justification for accepting such offer, if that is the
Servicer's recommendation.
(vi) Within five (5) business days of receipt by the Servicer that a
claim filed for mortgage insurance, or any part thereof, has been rejected
by the mortgage insurance provider, the Servicer shall provide a copy of
the rejected claim with explanations for the item or items rejected to the
Loss Mitigation Advisor.
(vii) Within five (5) business days of providing the trustee with
any notice regarding a mortgage loan substitution, loan modification, or
loan repurchase, the Servicer shall provide the Loss Mitigation Advisor
with a copy of the notice.
(b) If requested by the Loss Mitigation Advisor, the Servicer shall make
its servicing personnel available during its normal business hours to respond to
reasonable inquiries, in writing by facsimile transmission, express mail or
electronic mail, by the Loss Mitigation Advisor in connection with any Mortgage
Loan identified in a report under subsection 2.01 (a)(i), (a)(ii), (a)(iii) or
(a)(iv) which has been given to the Loss Mitigation Advisor; provided that the
Servicer shall only be required to provide information that is readily
accessible to their servicing personnel.
(c) In addition to the foregoing, the Servicer shall provide to the Loss
Mitigation Advisor such information as the Loss Mitigation Advisor may
reasonably request concerning each Mortgage Loan that is at least sixty days
delinquent and each Mortgage Loan which has become real estate owned, provided
that the Servicer shall only be required to provide information that is readily
accessible to its servicing personnel.
(d) With respect to all Mortgage Loans which are serviced at any time by
the Servicer through a subservicer, the Servicer shall be entitled to rely for
all purposes hereunder, including for purposes of fulfilling its reporting
obligations under this Section 2.01, on the accuracy and completeness of any
information provided to it by the applicable subservicer.
Section 2.02. Loss Mitigation Advisor's Recommendations With Respect to
Defaulted Loans.
(a) All parties to this Agreement acknowledge that the Loss Mitigation
Advisor's advice is made in the form of recommendations, and that the Loss
Mitigation Advisor does not have the right to direct the Servicer in performing
its duties under the Pooling and Servicing Agreement. The Servicer may, after
review and analysis of the Loss Mitigation Advisor's recommendation, accept or
reject it, in the Servicer's sole discretion, subject to the standards of the
Servicer to protect the interest of the Certificateholders set forth in the
Pooling and Servicing Agreement.
(b) Within two (2) business days of receipt of a notice of a
foreclosure delay, the Loss Mitigation Advisor shall provide the Servicer with a
recommendation regarding the delay, provided, however, that if additional
information is required on which to base a recommendation, the Loss Mitigation
Advisor shall notify the Servicer of the additional information needed within
the allotted time, and the Servicer shall promptly provide such information and
the Loss Mitigation Advisor shall then submit to the Servicer its
recommendation. The Loss Mitigation Advisor may recommend that additional
procedures be undertaken to further analyze the property, the borrower, or
issues related to the default or foreclosure. Such additional procedures may
include asset searches, property valuations, legal analysis or other procedures
that are warranted by the circumstances of the property, borrower or
foreclosure. The Loss Mitigation Advisor may recommend such other actions as are
warranted by the circumstances of the property, borrower or foreclosure.
(c) Within two (2) business days of receipt of a notice of a proposed
Short Payoff, the Loss Mitigation Advisor shall provide the Servicer with a
recommendation regarding the proposed Short Payoff, provided, however, that if
additional information is required on which to base a recommendation, the Loss
Mitigation Advisor shall notify the Servicer of the additional information
needed within two business days, and the Servicer shall promptly provide such
information and the Loss Mitigation Advisor shall then submit to the Servicer
its recommendation. The Loss Mitigation Advisor's recommendation may take the
form of concurring with the proposed Short Payoff, recommending against such
Short Payoff, with a justification provided, or proposing a counteroffer.
(d) Within two (2) business days of receipt of a notice of an REO
sale at an amount that is more than 15% below the recent market valuation of
that property, the Loss Mitigation Advisor shall provide the Servicer with its
recommendation. The Loss Mitigation Advisor's recommendation may take the form
of concurring with the proposed below-market sale, recommending against such
below-market sale, or proposing a counteroffer.
Section 2.03. Termination.
(a) With respect to all Mortgage Loans included in a trust fund, the
Servicer's obligations under Section 2.01 and Section 2.02 shall terminate at
such time as the Certificate Principal Balances of the related Class B
Certificates have been reduced to zero.
(b) The Loss Mitigation Advisor's responsibilities under this Agreement
shall terminate upon the termination of the fee agreement between the Purchaser
or its successor and the Loss Mitigation Advisor. The Loss Mitigation Advisor
shall promptly notify the Servicer of the date of termination of such fee
agreement, but in no event later than 5:00 P.M., EST, on the effective date
thereof.
(c) Neither the Servicer nor any of its directors, officers, employees or
agents shall be under any liability 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
Servicer or any such Person against 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 Servicer and the Loss Mitigation Advisor and any director,
officer, employee or agent thereof 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. Neither the Loss Mitigation Advisor, its directors,
officers, employees or agents shall be under any liability for any actions taken
by the Servicer based upon the recommendation pursuant to this Agreement,
provided they are made in good faith.
ARTICLE III
MISCELLANEOUS PROVISIONS
Section 3.01. Amendment.
This Agreement may be amended from time to time by the Servicer and the
Loss Mitigation Advisor by written agreement signed by the Servicer and the Loss
Mitigation Advisor.
Section 3.02. Counterparts.
This Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument.
Section 3.03. Governing Law.
This Agreement shall be construed in accordance with the laws of the State
of New York and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.
Section 3.04. Notices.
All demands, notices and direction hereunder shall be in writing or by
telecopier and shall be deemed effective upon receipt to:
(a) in the case of the Servicer,
Bank of America, N.A.
201 North Tryon Street
Charlotte, North Carolina 28255
Attn: Secondary Marketing with a copy to the General Counsel
or such other address as may hereafter be furnished in writing by the Servicer,
(b) in the case of the Loss Mitigation Advisor,
-----------------------
(c) in the case of the Purchaser:
-----------------------
Section 3.05. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever, including regulatory, 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.
Section 3.06. Successors and Assigns.
(a) 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.
(b) The Servicer shall notify the Loss Mitigation Advisor of the
assignment of its duties to any successor servicer within thirty (30) days prior
to such assignment, and shall provide the name, address, telephone number and
telecopier number for the successor to the Loss Mitigation Advisor.
Section 3.07. Article and Section Headings.
The article and section headings herein are for convenience of reference
only and shall not limit or otherwise affect the meaning hereof.
Section 3.08. Confidentiality.
The Servicer acknowledges the confidentiality of this Agreement and will
not release or republish its contents without the consent of the Loss Mitigation
Advisor except to the extent required by law, regulation or court order.
The Loss Mitigation Advisor agrees that all information supplied by or on
behalf of the Servicer under this Agreement, is the property of the Servicer.
The Loss Mitigation Advisor shall keep in strictest confidence all information
relating to this Agreement, including, without limitation, individual account
information and other information supplied by or on behalf of the Servicer
pursuant to Section 2.01, and that information which may be acquired in
connection with or as a result of this Agreement. During the term of this
Agreement and at any time thereafter, without the prior written consent of the
Servicer, the Loss Mitigation Advisor shall not publish, communicate, divulge,
disclose or use any of such information. Upon termination or expiration of this
Agreement, the Loss Mitigation Advisor shall deliver all records, data,
information, and other documents and all copies thereof supplied by or on behalf
of the Servicer pursuant to Section 2.01 to the Servicer and such shall remain
the property of the Servicer.
Section 3.09. Independent Contractor.
In all matters relating to this Agreement, the Loss Mitigation Advisor
shall be acting as an independent contractor. Neither the Loss Mitigation
Advisor nor any employees of the Loss Mitigation Advisor are employees or agents
of the Servicer under the meaning or application of any Federal or State
Unemployment or Insurance Laws or Workmen's Compensation Laws, or otherwise. The
Loss Mitigation Advisor shall assume all liabilities or obligations imposed by
any one or more of such laws with respect to the employees of the Loss
Mitigation Advisor in the performance of this Agreement. The Loss Mitigation
Advisor shall not have any authority to assume or create any obligation, express
or implied, on behalf of the Servicer, and the Loss Mitigation Advisor shall not
have the authority to represent itself as an agent, employee, or in any other
capacity of the Servicer.
<PAGE>
IN WITNESS WHEREOF, the Servicer and the Loss Mitigation Advisor 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, N.A.
By:
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Name:
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Title:
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Loss Mitigation Advisor
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By:
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Name:
Title:
PURCHASER'S ACKNOWLEDGEMENT AND AGREEMENT
Purchaser executes this agreement for the purpose of acknowledging the limited
obligations of the Servicer in respect of the Loss Mitigation Advisor's
recommendation, as described in Section 2.02(a) hereof and confirming to the
Servicer that (i) it shall be solely responsible for the payment of the fees of
the Loss Mitigation Advisor pursuant to the terms of an agreement between
Purchaser and Loss Mitigation Advisor dated _____________, 20__ and (ii)
Purchaser upon transfer of its interest in any of the Class B Certificates or
any part thereof will require its successor to consent to this Special Servicing
Agreement and to pay any of the fees due to the Loss Mitigation Advisor pursuant
to the agreement referenced in clause (i) above.
Purchaser
By:
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Name:
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Title:
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