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XXXX XX XXXXXXX 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 25, 2001
-----------------------
Mortgage Pass-Through Certificates
Series 2001-10
================================================================================
TABLE OF CONTENTS
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 REMICs .......................
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 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; Certificate Accounts and Upper-Tier 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, Certificate Accounts, and Upper-Tier 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 ......................................
Section 5.09 Determination of LIBOR .......................................
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 ...........................................
EXHIBITS
Exhibit A-1-A-1 - Form of Face of Class 1-A-1 Certificate
Exhibit A-1-A-2 - Form of Face of Class 1-A-2 Certificate
Exhibit A-1-A-3 - Form of Face of Class 1-A-3 Certificate
Exhibit A-1-A-4 - Form of Face of Class 1-A-4 Certificate
Exhibit A-1-A-5 - Form of Face of Class 1-A-5 Certificate
Exhibit A-1-A-6 - Form of Face of Class 1-A-6 Certificate
Exhibit A-1-A-7 - Form of Face of Class 1-A-7 Certificate
Exhibit A-1-A-8 - Form of Face of Class 1-A-8 Certificate
Exhibit A-1-A-9 - Form of Face of Class 1-A-9 Certificate
Exhibit A-1-A-10 - Form of Face of Class 1-A-10 Certificate
Exhibit A-1-A-11 - Form of Face of Class 1-A-11 Certificate
Exhibit A-1-A-R - Form of Face of Class 1-A-R Certificate
Exhibit A-1-A-LR - Form of Face of Class 1-A-LR Certificate
Exhibit A-2-A-1 - Form of Face of Class 2-A-1 Certificate
Exhibit A-2-A-2 - Form of Face of Class 2-A-2 Certificate
Exhibit A-2-A-3 - Form of Face of Class 2-A-3 Certificate
Exhibit A-2-A-4 - Form of Face of Class 2-A-4 Certificate
Exhibit A-2-A-5 - Form of Face of Class 2-A-5 Certificate
Exhibit A-2-A-6 - Form of Face of Class 2-A-6 Certificate
Exhibit A-2-A-7 - Form of Face of Class 2-A-7 Certificate
Exhibit A-A-PO - Form of Face of Class A-PO Certificate
Exhibit B-1-B-1 - Form of Face of Class 1-B-1 Certificate
Exhibit B-1-B-2 - Form of Face of Class 1-B-2 Certificate
Exhibit B-1-B-3 - Form of Face of Class 1-B-3 Certificate
Exhibit B-1-B-4 - Form of Face of Class 1-B-4 Certificate
Exhibit B-1-B-5 - Form of Face of Class 1-B-5 Certificate
Exhibit B-1-B-6 - Form of Face of Class 1-B-6 Certificate
Exhibit B-2-B-1 - Form of Face of Class 2-B-1 Certificate
Exhibit B-2-B-2 - Form of Face of Class 2-B-2 Certificate
Exhibit B-2-B-3 - Form of Face of Class 2-B-3 Certificate
Exhibit B-2-B-4 - Form of Face of Class 2-B-4 Certificate
Exhibit B-2-B-5 - Form of Face of Class 2-B-5 Certificate
Exhibit B-2-B-6 - Form of Face of Class 2-B-6 Certificate
Exhibit C Form of Reverse of all Certificates
Exhibit D-1 Mortgage Loan Schedule (Loan Group 1)
Exhibit D-2 Mortgage Loan Schedule (Loan Group 2)
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
Certificates
Exhibit J Contents of Servicing File
Exhibit K Form of Special Servicing Agreement
Exhibit L List of Recordation States
Exhibit M PAC Group Schedule
POOLING AND SERVICING AGREEMENT
THIS POOLING AND SERVICING AGREEMENT, dated September 25, 2001, 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 two separate real estate mortgage
investment conduits (the "Upper-Tier REMIC" and the "Lower-Tier REMIC,"
respectively, and each, a "REMIC"). The Class A Certificates (other than the
Class 1-A-R, Class 1-A-LR and Class A-PO Certificates) and the Class B
Certificates are referred to collectively as the "Regular Certificates" and
shall constitute "regular interests" in the Upper-Tier REMIC. The Class 1-A-PO
Component and Class 2-A-PO Component (collectively, the "Components") shall also
constitute "regular interests" in the Upper-Tier REMIC. The Uncertificated
Lower-Tier Interests shall constitute the "regular interests" in the Lower-Tier
REMIC. The Class 1-A-R Certificate shall be the "residual interest" in the
Upper-Tier REMIC and the Class 1-A-LR Certificate shall be the "residual
interest" in the Lower-Tier 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
and the Components, 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):
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Integral
Initial Class Pass- Multiples
Certificate Balance Through Minimum in Excess
Classes or Notional Amount Rate Denomination of Minimum
--------------------------------------------------------------------------------
Class 1-A-1 $42,750,000.00 6.750% $1,000 $1
--------------------------------------------------------------------------------
Class 1-A-2 $100,000,000.00 6.750% $1,000 $1
--------------------------------------------------------------------------------
Class 1-A-3 $40,533,993.00 6.250% $1,000 $1
--------------------------------------------------------------------------------
Class 1-A-4 $30,383,333.00 6.750% $1,000 $1
--------------------------------------------------------------------------------
Class 1-A-5 $18,792,000.00 6.750% $1,000 $1
--------------------------------------------------------------------------------
Class 1-A-6 $3,513,000.00 6.750% $1,000 $1
--------------------------------------------------------------------------------
Class 1-A-7 $5,757,000.00 6.750% $1,000 $1
--------------------------------------------------------------------------------
Class 1-A-8 $83,689,590.00 6.000% $1,000 $1
--------------------------------------------------------------------------------
Class 1-A-9 $50,000,000.00 6.750% $1,000 $1
--------------------------------------------------------------------------------
Class 1-A-10 $36,904,084.00 (1) $1,000 $1
--------------------------------------------------------------------------------
Class 1-A-11 $36,904,084.00 (2) $1,000 $1
--------------------------------------------------------------------------------
Class 1-A-R $50.00 6.750% $50 N/A
--------------------------------------------------------------------------------
Class 1-A-LR $50.00 6.750% $50 N/A
--------------------------------------------------------------------------------
Class 2-A-1 $9,539,000.00 5.750% $1,000 $1
--------------------------------------------------------------------------------
Class 2-A-2 $40,046,910.00 5.750% $1,000 $1
--------------------------------------------------------------------------------
Class 2-A-3 $12,200,000.00 6.250% $1,000 $1
--------------------------------------------------------------------------------
Class 2-A-4 $19,309,558.00 (3) $1,000 $1
--------------------------------------------------------------------------------
Class 2-A-5 $6,951,442.00 (4) $1,000 $1
--------------------------------------------------------------------------------
Class 2-A-6 $11,019,090.00 (5) $1,000 $1
--------------------------------------------------------------------------------
Class 2-A-7 $11,019,090.00 (6) $1,000 $1
--------------------------------------------------------------------------------
Class 1-B-1 $7,054,000.00 6.750% $25,000 $1
--------------------------------------------------------------------------------
Class 1-B-2 $2,565,000.00 6.750% $25,000 $1
--------------------------------------------------------------------------------
Class 1-B-3 $1,710,000.00 6.750% $25,000 $1
--------------------------------------------------------------------------------
Class 1-B-4 $1,069,000.00 6.750% $25,000 $1
--------------------------------------------------------------------------------
Class 1-B-5 $642,000.00 6.750% $25,000 $1
--------------------------------------------------------------------------------
Class 1-B-6 $855,689.46 6.750% $25,000 $1
--------------------------------------------------------------------------------
Class 2-B-1 $705,000.00 6.250% $25,000 $1
--------------------------------------------------------------------------------
Class 2-B-2 $302,000.00 6.250% $25,000 $1
--------------------------------------------------------------------------------
Class 2-B-3 $202,000.00 6.250% $25,000 $1
--------------------------------------------------------------------------------
Class 2-B-4 $101,000.00 6.250% $25,000 $1
--------------------------------------------------------------------------------
Class 2-B-5 $101,000.00 6.250% $25,000 $1
--------------------------------------------------------------------------------
Class 2-B-6 $100,981.94 6.250% $25,000 $1
--------------------------------------------------------------------------------
Class A-PO (7) (7) $25,000 $1
================================================================================
================================================================================
Integral
Pass- Multiples
Initial Component Through Minimum In Excess
Components Balance Rate Denomination Of Minimum
================================================================================
Class 1-A-PO $1,246,317.00 (8) N/A N/A
--------------------------------------------------------------------------------
Class 2-A-PO $11,027.00 (8) N/A N/A
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(1) During the initial Interest Accrual Period, interest will accrue on the
Class 1-A-10 Certificates at a rate of 4.123% per annum. During each Interest
Accrual Period thereafter, interest will accrue on the Class 1-A-10 Certificates
at a per annum rate equal to (i) 0.450% plus (ii) LIBOR, subject to a minimum
rate of 0.450% and a maximum rate of 9.000%.
(2) During the initial Interest Accrual Period, interest will accrue on the
Class 1-A-11 Certificates at a rate of 4.877% per annum. During each Interest
Accrual Period thereafter, interest will accrue on the Class 1-A-8 Certificates
at a per annum rate equal to (i) 8.550% minus (ii) LIBOR, subject to a minimum
rate of 0.000% and a maximum rate of 8.550%.
(3) During the initial Interest Accrual Period, interest will accrue on the
Class 2-A-4 Certificates at a rate of 4.330% per annum. During each Interest
Accrual Period thereafter, interest will accrue on the Class 2-A-4 Certificates
at a per annum rate equal to (i) 0.750% plus (ii) LIBOR, subject to a minimum
rate of 0.750% and a maximum rate of 8.500%.
(4) During the initial Interest Accrual Period, interest will accrue on the
Class 2-A-5 Certificates at a rate of 11.5833% per annum. During each Interest
Accrual Period thereafter, interest will accrue on the Class 2-A-5 Certificates
at a per annum rate equal to (i) 21.5277777778% minus (ii) the product of
2.7777777778% and LIBOR, subject to a minimum rate of 0.00% and a maximum rate
of 21.5277777778%.
(6) During the initial Interest Accrual Period, interest will accrue on the
Class 2-A-6 Certificates at a rate of 3.014% per annum. During each Interest
Accrual Period thereafter, interest will accrue on the Class 2-A-6 Certificates
at a per annum rate equal to (i) 0.400% plus (ii) LIBOR, subject to a minimum
rate of 0.400% and a maximum rate of 8.500%.
(7) During the initial Interest Accrual Period, interest will accrue on the
Class 2-A-7 Certificates at a rate of 5.486% per annum. During each Interest
Accrual Period thereafter, interest will accrue on the Class 2-A-7 Certificates
at a per annum rate equal to (i) 8.100% minus (ii) LIBOR, subject to a minimum
rate of 0.00% and a maximum rate of 8.100%.
(8) The Class A-PO Certificates will be deemed for purposes of the distribution
of principal to consist of two components (the "Class A-PO Components")
described in the table. The Components are not severable.
(9) The Class 1-A-PO and Class 2-A-PO Components will be Principal Only
Components and will not bear interest.
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms. Whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires, shall have
the meanings specified in this Article:
1933 Act: The Securities Act of 1933, as amended.
Accrued Certificate Interest: For any Distribution Date and each
interest-bearing Class, one month's interest accrued during the related Interest
Accrual Period at the applicable Pass-Through Rate on the applicable Class
Certificate Balance or Notional Amount.
Adjusted Pool Amount: With respect to any Distribution Date and Loan
Group, the Cut-Off Date Pool Principal Balance of the Mortgage Loans in such
Loan Group minus the sum of (i) all amounts in respect of principal received in
respect of the Mortgage Loans in such Loan Group (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 of the Related Group 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 in
such Loan Group 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 and Loan Group, the sum of the amounts, calculated as follows, with respect
to all Outstanding Mortgage Loans of such Loan Group: 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 of the
Related Group 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 and
Loan Group, 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 on the Mortgage
Loans in such Loan Group in the month of such Distribution Date and (ii)
payments which represent receipt of Monthly Payments on the Mortgage Loans in
such Loan Group 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 and Loan Group,
the Initial Bankruptcy Loss Amount for such Loan Group less the aggregate amount
of Bankruptcy Losses previously incurred on the Mortgage Loans in such Loan
Group 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 of the Related Group.
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 Kentucky, 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 2001-10 that are issued pursuant to
this Agreement.
Certificate Account: The separate Eligible Accounts for each Group
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 2001-10." Funds in
the related Certificate Account shall be held in trust for the Holders of the
Certificates of such Group 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 1-A-1, Class 1-A-2, Class
1-A-3, Class 1-A-4, Class 1-A-5, Class 1-A-6, Class 1-A-7, Class 1-A-8, Class
1-A-9, Class 1-A-10, Class 1-A-11, Class 1-A-R, Class 1-A-LR, Class 2-A-1, Class
2-A-2, Class 2-A-3, Class 2-A-4, Class 2-A-5, Class 2-A-6, Class 2-A-7, Class
A-PO, Class 1-B-1, Class 1-B-2, Class 1-B-3, Class 1-B-4, Class 1-B-5, Class
1-B-6, Class 2-B-1, Class 2-B-2, Class 2-B-3, Class 2-B-4, Class 2-B-5 and Class
2-B-6 Certificates, as the case may be.
Class A Certificates: The Class 1-A-1, Class 1-A-2, Class 1-A-3,
Class 1-A-4, Class 1-A-5, Class 1-A-6, Class 1-A-7, Class 1-A-8, Class 1-A-9,
Class 1-A-10, Class 1-A-11, Class 1-A-R, Class 1-A-LR, Class 2-A-1, Class 2-A-2,
Class 2-A-3, Class 2-A-4, Class 2-A-5, Class 2-A-6, Class 2-A-7 and Class A-PO
Certificates.
Class A-PO Component: Any of the Class 1-A-PO Component or Class
2-A-PO Component.
Class A-PO Deferred Amount: As to any Distribution Date and each
Class A-PO Component prior to the applicable Senior Credit Support Depletion
Date, the aggregate of the applicable PO Percentage of each Realized Loss, other
than an Excess Loss, on the Mortgage Loans in the Related Loan Group to be
allocated to the Class A-PO Component of the Related Group on such Distribution
Date or previously allocated to such Class A-PO Component and not yet paid with
respect to such Class A-PO Component pursuant to Section 5.02(a)(iii).
Class 1-A-11 Notional Amount: As to any Distribution Date and the
Class 1-A-11 Certificates, the Class Certificate Balance of the Class 1-A-10
Certificates.
Class 2-A-7 Notional Amount: As to any Distribution Date and the
Class 2-A-7 Certificates, the Class Certificate Balance of the Class 2-A-6
Certificates.
Class B Certificates: The Class 1-B-1, Class 1-B-2, Class 1-B-3,
Class 1-B-4, Class 1-B-5, Class 1-B-6, Class 2-B-1, Class 2-B-2, Class 2-B-3,
Class 2-B-4, Class 2-B-5 and Class 2-B-6 Certificates.
Class Certificate Balance: With respect to any Class (other than the
Class A-PO, Class 1-A-11 and Class 2-A-7 Certificates) and any date of
determination, the Initial Class Certificate Balance of such Class minus the sum
of (i) all distributions of principal made with respect thereto, (ii) all
Realized Losses allocated thereto pursuant to Section 5.03(a) and (iii) all
other reductions in Class Certificate Balance previously allocated thereto
pursuant to Section 5.03(b). The Class 1-A-11 and Class 2-A-7 Certificates are
Interest-Only Certificates and have no Class Certificate Balance. The Class
Certificate Balance of the Class A-PO Certificates as of any date of
determination shall equal the sum of the Component Balances of the Class A-PO
Components.
Class Interest Shortfall: For any Distribution Date and each
interest-bearing Class, the amount by which Accrued Certificate Interest for
such Class (as reduced pursuant to Section 5.02(c)) exceeds the amount of
interest actually distributed on such Class on such Distribution Date pursuant
to clause (i) of the definition of "Interest Distribution Amount."
Class Unpaid Interest Shortfall: As to any Distribution Date and
each interest-bearing Class, the amount by which the aggregate Class Interest
Shortfalls for such Class on prior Distribution Dates exceeds the amount of
interest actually distributed on such Class on such prior Distribution Dates
pursuant to clause (ii) of the definition of "Interest Distribution Amount."
Closing Date: September 25, 2001.
Code: The Internal Revenue Code of 1986, as amended.
Compensating Interest: As defined in Section 3.17.
Component: As defined in the Preliminary Statement.
Component Balance: With respect to the Class 1-A-PO Component and
Class 2-A-PO Component, and any date of determination, the Initial Component
Balance of such Component 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 Component Balance
previously allocated thereto pursuant to Section 5.03(b).
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 000 Xxxxxxx
Xxxxxx - 12 East, New York, New York 10286, Attention: Corporate Trust - MBS
(Fax: (000) 000-0000).
Corresponding Upper-Tier Class, Classes Component or Components: As
to the following Uncertificated Lower-Tier Interests, the Corresponding
Upper-Tier Class, Classes Component or Components, as follows:
Uncertificated Lower-Tier Interest Corresponding Upper-Tier Class, Classes
or Component or Components
Class 1-A-L1 Interest Class 1-A-1, Class 1-A-2, Class 1-A-4,
Class 1-A-5, Class 1-A-6, Class 1-A-7 and
Class 1-A-9 Certificates
Class 1-A-L3 Interest Class 1-A-3, Class 1-A-8, Class 1-A-10
and Class 1-A-11 Certificates
Class A-LUR Interest Class 1-A-R Certificate
Class 1-A-LPO Interest Class 1-A-PO Component
Class 2-A-L1 Interest Class 2-A-1 and Class 2-A-2 Certificates
Class 2-A-L3 Interest Class 2-A-3 Certificates
Class 2-A-L4 Interest Class 2-A-4 and Class 2-A-5 Certificates
Class 2-A-L6 Interest Class 2-A-6 and Class 2-A-7 Certificates
Class 2-A-LPO Interest Class 2-A-PO Component
Class 1-B-L1 Interest Class 1-B-1 Certificates
Class 1-B-L2 Interest Class 1-B-2 Certificates
Class 1-B-L3 Interest Class 1-B-3 Certificates
Class 1-B-L4 Interest Class 1-B-4 Certificates
Class 1-B-L5 Interest Class 1-B-5 Certificates
Class 1-B-L6 Interest Class 1-B-6 Certificates
Class 2-B-L1 Interest Class 2-B-1 Certificates
Class 2-B-L2 Interest Class 2-B-2 Certificates
Class 2-B-L3 Interest Class 2-B-3 Certificates
Class 2-B-L4 Interest Class 2-B-4 Certificates
Class 2-B-L5 Interest Class 2-B-5 Certificates
Class 2-B-L6 Interest Class 2-B-6 Certificates
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, 2001.
Cut-Off Date Pool Principal Balance: For each Loan Group the
aggregate of the Cut-Off Date Principal Balances of the Mortgage Loans in such
Loan Group which is $427,465,106.59 for Loan Group 1 and $100,589,009.76, for
Loan Group 2.
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 Group 1 Discount Mortgage Loan or Group
2 Discount Mortgage Loan.
Distribution Date: The 25th day of each month beginning in October
2001 (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: Any Class 1-B-4, Class 1-B-5, Class
1-B-6, Class 2-B-4, Class 2-B-5 or Class 2-B-6 Certificate.
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 and Loan Group, the amount
of any (i) Fraud Losses on the Mortgage Loans in such Loan Group in excess of
the Fraud Loss Amount for such Loan Group, (ii) Special Hazard Losses on the
Mortgage Loans in such Loan Group in excess of the Special Hazard Loss Amount
for such Loan Group or (iii) Bankruptcy Losses on the Mortgage Loans in such
Loan Group in excess of the Bankruptcy Loss Amount for such Loan Group.
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: Xxxxxx Xxx, 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 and Loan Group
occurring during the period from the Closing Date through the first anniversary
of the Cut-Off Date, the Initial Fraud Loss Amount for such Loan Group reduced
by the amount of Fraud Losses on the Mortgage Loans in such Loan Group allocated
to the Certificates of the Related Group. Thereafter, the Fraud Loss Amount for
such Loan Group shall be equal to the lesser of (i) the Initial Fraud Loss
Amount for such Loan Group reduced by the amount of Fraud Losses on the Mortgage
Loans in such Loan Group allocated to the Certificates and the Class A-PO
Component of the Related Group 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 for
such Loan Group, (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 for such Loan Group, and (c) after the fifth anniversary of
the Cut-Off Date, zero.
Group: Either of Group 1 or Group 2.
Group 1: The Group 1-A Certificates, the Class 1-A-PO Component and
Group 1-B Certificates.
Group 1 Discount Mortgage Loan: A Group 1 Mortgage Loan with a Net
Mortgage Interest Rate that is less than 6.750% per annum.
Group 1 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-1
hereto.
Group 1 Premium Mortgage Loan: A Group 1 Mortgage Loan with a Net
Mortgage Interest Rate that is equal to or greater than 6.750% per annum.
Group 2: The Group 2-A Certificates, the Class 2-A-PO Component and
the Group 2-B Certificates.
Group 2 Discount Mortgage Loan: A Group 2 Mortgage Loan with a Net
Mortgage Interest Rate that is less than 6.250% per annum.
Group 2 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-2
hereto.
Group 2 Premium Mortgage Loan: A Group 2 Mortgage Loan with a Net
Mortgage Interest Rate that is equal to or greater than 6.250% per annum.
Group 1-A Certificates: Class 1-A-1, Class 1-A-2, Class 1-A-3, Class
1-A-4, Class 1-A-5, Class 1-A-6, Class 1-A-7, Class 1-A-8, Class 1-A-9, Class
1-A-10, Class 1-A-11, Class 1-A-R and Class 1-A-LR Certificates.
Group 2-A Certificates: Class 2-A-1, Class 2-A-2, Class 2-A-3, Class
2-A-4, Class 2-A-5, Class 2-A-6 and Class 2-A-7 Certificates.
Group 1-B Certificates: Any of the Class 1-B-1, Class 1-B-2, Class
1-B-3, Class 1-B-4, Class 1-B-5 or Class 1-B-6 Certificates.
Group 2-B Certificates: Any of the Class 2-B-1, Class 2-B-2, Class
2-B-3, Class 2-B-4, Class 2-B-5 or Class 2-B-6 Certificates.
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.
Initial Bankruptcy Loss Amount: $139,529.87 for Loan Group 1 and
$100,000.00 for Loan Group 2.
Initial Class Certificate Balance: As to each Class of Certificates
(other than the Class 1-A-11 and Class 2-A-7 Certificates), the Class
Certificate Balance set forth in the Preliminary Statement. The Class 1-A-11 and
Class 2-A-7 Certificates are Interest-Only Certificates and have no Initial
Class Certificate Balance.
Initial Component Balance: As to the Class A-PO Components, the
Component Balance set forth in the Preliminary Statement.
Initial Fraud Loss Amount: $4,274,651.04 for Loan Group 1 and
$1,005,890.10 for Loan Group 2.
Initial Special Hazard Loss Amount: $4,274,651.04 for Loan Group 1
and $1,993,621.24 for Loan Group 2.
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 1-A-10, Class 1-A-11, Class 2-A-4, Class
2-A-5, Class 2-A-6, Class 2-A-7 and Class A-PO Certificates), the period from
and including the first day of the calendar month preceding the calendar month
of such Distribution Date to but not including the first day of the calendar
month of such Distribution Date. As to any Distribution Date and the Class
1-A-10, Class 1-A-11, Class 2-A-4, Class 2-A-5, Class 2-A-6 and Class 2-A-7
Certificates, the period from and including the 25th day of the calendar month
preceding the calendar month in which such Distribution Date occurs and ending
on the 24th day of the calendar month in which such Distribution Date occurs.
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 1-A-11
and Class 2-A-7 Certificates are the only Classes of Interest-Only Certificates.
Interest Settlement Rate: As defined in Section 5.10.
LIBOR: As to any Distribution Date, the arithmetic mean of the
London Interbank offered rate quotations for one-month U.S. Dollar deposits, as
determined by the Trustee in accordance with Section 5.10.
LIBOR Business Day: Any Business Day on which banks are open for
dealing in foreign currency and exchange in London, England, the City of New
York and the State where the Corporate Trust Office is located.
LIBOR Certificates: Any of the Class 1-A-10, Class 1-A-11, Class
2-A-4, Class 2-A-5, Class 2-A-6 and Class 2-A-7 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 Group: Either of Loan Group 1 or Loan Group 2.
Loan Group 1: The Group 1 Mortgage Loans.
Loan Group 2: The Group 2 Mortgage Loans.
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.
Lower-Tier Distribution Amount: As defined in Section 5.02(a).
Lower-Tier REMIC: As defined in the Preliminary Statement, the
assets of which consist of the Mortgage Loans, such amounts as shall from time
to time be held in the Certificate Accounts, the insurance policies, if any,
relating to a Mortgage Loan and property which secured a Mortgage Loan and which
has been acquired by foreclosure or deed in lieu of foreclosure.
MERS: As defined in Section 2.01(b)(iii).
Monthly Payment: The scheduled monthly payment on a Mortgage Loan
due on any Due Date allocable to principal and/or interest on such Mortgage Loan
which, unless otherwise specified herein, shall give effect to any related Debt
Service Reduction and any Deficient Valuation that affects the amount of the
monthly payment due on such Mortgage Loan.
Mortgage: The mortgage, deed of trust or other instrument creating a
first lien on a Mortgaged Property securing a Mortgage Note or creating a first
lien on a leasehold interest.
Mortgage File: The mortgage documents listed in Section 2.01
pertaining to a particular Mortgage Loan and any additional documents required
to be added to the Mortgage File pursuant to this Agreement.
Mortgage Interest Rate: As to any Mortgage Loan, the per annum rate
of interest at which interest accrues on the principal balance of such Mortgage
Loan in accordance with the terms of the related Mortgage Note.
Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase
Agreement, dated September 25, 2001, 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-1 and
Exhibit D-2, setting forth the following information with respect to each
Mortgage Loan: (i) the Mortgage Loan identifying number; (ii) a code indicating
whether the Mortgaged Property is owner-occupied; (iii) the property type for
each Mortgaged Property; (iv) the original months to maturity or the remaining
months to maturity from the Cut-Off Date; (v) the Loan-to-Value Ratio at
origination; (vi) the Mortgage Interest Rate; (vii) the date on which the first
Monthly Payment was due on the Mortgage Loan, and, if such date is not the Due
Date currently in effect, such Due Date; (viii) the stated maturity date; (ix)
the amount of the Monthly Payment as of the Cut-Off Date; (x) the paid-through
date; (xi) the original principal amount of the Mortgage Loan; (xii) the
principal balance of the Mortgage Loan as of the close of business on the
Cut-Off Date, after application of payments of principal due on or before the
Cut-Off Date, whether or not collected, and after deduction of any payments
collected of scheduled principal due after the Cut-Off Date; (xiii) a code
indicating the purpose of the Mortgage Loan; (xiv) a code indicating the
documentation style; and (xv) the Appraised Value. With respect to the Mortgage
Loans in the aggregate, the Mortgage Loan Schedule shall set forth the following
information, as of the Cut-Off Date: (i) the number of Mortgage Loans; (ii) the
current aggregate outstanding principal balance of the Mortgage Loans; (iii) the
weighted average Mortgage Rate of the Mortgage Loans; and (iv) the weighted
average months to maturity of the Mortgage Loans.
Mortgage Loans: Such of the mortgage loans transferred and assigned
to the Trustee pursuant to Section 2.01 as from time to time are held as a part
of the Trust Estate (including any Substitute Mortgage Loans and REO Property),
the Mortgage Loans originally so held being identified in the Mortgage Loan
Schedule.
Mortgage Note: The originally executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan,
together with all riders thereto and amendments thereof.
Mortgaged Property: The underlying property securing a Mortgage
Loan, 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 6.750% for
each Group 1 Discount Mortgage Loan and 6.250% for each Group 2 Discount
Mortgage Loan. As to any Mortgage Loan that is not a Discount Mortgage Loan,
100%.
Non-PO Principal Amount: As to any Distribution Date and Loan Group,
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 in such Loan Group on the related Due
Date, (b) the Stated Principal Balance, as of the date of repurchase, of each
Mortgage Loan in such Loan Group 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 in such Loan Group received
with respect to such Distribution Date, (d) any Liquidation Proceeds allocable
to recoveries of principal of Mortgage Loans in such Loan Group 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 in such Loan
Group 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 and (f) all
Principal Prepayments on the Mortgage Loans in such Loan Group received during
the calendar month preceding the month of such Distribution Date.
Non-Supported Interest Shortfalls: As to any Distribution Date and
Loan Group, the amount, if any, by which the aggregate of Prepayment Interest
Shortfalls for such Loan Group exceeds Compensating Interest for such Loan Group
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: With respect to the (i) Class 1-A-11 Certificates
and any date of determination, the Class 1-A-11 Notional Amount and (ii) Class
2-A-7 Certificates and any date of determination, the Class 2-A-7 Notional
Amount.
Offered Certificates: The Class A, Class 1-B-1, Class 1-B-2, Class
1-B-3, Class 2-B-1, Class 2-B-2 and Class 2-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 two
separate REMICs 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 1-B-1 1.61%
Class 1-B-2 1.00%
Class 1-B-3 0.60%
Class 1-B-4 0.35%
Class 1-B-5 0.20%
Class 1-B-6 0.00%
Class 2-B-1 0.80%
Class 2-B-2 0.50%
Class 2-B-3 0.30%
Class 2-B-4 0.20%
Class 2-B-5 0.10%
Class 2-B-6 0.00%
Original Subordinate Certificate Balance: $13,895,689.46 for Group 1
and $1,511,981.94 for Group 2.
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.
PAC Group: The Class 2-A-1, Class 2-A-2, Class 2-A-3 and Class 2-A-6
Certificates, collectively.
PAC Principal Amount: As to any Distribution Date and for the PAC
Group, the amount, if any, that would reduce the balance of the PAC Group to the
balance shown in the table set forth in Exhibit M with respect to such
Distribution Date.
Pass-Through Rate: As to each Class of interest-bearing
Certificates, the per annum rate set forth in the Preliminary Statement.
Paying Agent: As defined in Section 9.13.
Percentage Interest: As to any Certificate, the percentage obtained
by dividing the initial Certificate Balance of such Certificate (or the initial
notional amount for a Class 1-A-11 and Class 2-A-7 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 "A-1" by S&P and "F-1" by Fitch;
(iii) federal funds, certificates of deposit, demand deposits, time
deposits and bankers' acceptances (which shall each have an original
maturity of not more than 90 days and, in the case of bankers'
acceptances, shall in no event have an original maturity of more than 365
days or a remaining maturity of more than 30 days) denominated in United
States dollars of any U.S. depository institution or trust company
incorporated under the laws of the United States or any state thereof,
rated not lower than "A-1" by S&P and "F-1" by Fitch;
(iv) commercial paper (having original maturities of not more than
365 days) of any corporation incorporated under the laws of the United
States or any state thereof which is rated not lower than "A-1" by S&P and
"F-1" by Fitch;
(v) investments in money market funds (including funds of the
Trustee or its affiliates, or funds for which an affiliate of the Trustee
acts as advisor, as well as funds for which the Trustee and its affiliates
may receive compensation) rated either "AAAmG" by S&P, and "AAA" by Fitch
or otherwise approved in writing by each Rating Agency; and
(vi) other obligations or securities that are acceptable to each
Rating Agency and, as evidenced by an Opinion of Counsel obtained by the
Servicer, will not affect the qualification of the Trust Estate as two
separate REMICs;
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 1-A-R, Class 1-A-LR, Class 1-B-4,
Class 1-B-5, Class 1-B-6, Class 2-B-4, Class 2-B-5 and Class 2-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 and Loan Group, 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 in such Loan Group on the related Due Date, (b) the
Stated Principal Balance, as of the date of repurchase, of each Mortgage Loan in
such Loan Group that was repurchased by the Depositor pursuant to this Agreement
as of such Distribution Date, (c) any Substitution Adjustment Amount in
connection with any Defective Mortgage Loan in such Loan Group received with
respect to such Distribution Date, (d) any Liquidation Proceeds allocable to
recoveries of principal of Mortgage Loans in such Loan Group 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 in such Loan
Group 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 on the Mortgage
Loans in such Loan Group received during the calendar month preceding the month
of such Distribution Date.
Pool Distribution Amount: As to any Distribution Date and Loan
Group, the excess of (a) the sum of (i) the aggregate of (A) the interest
portion of any Monthly Payment on a Mortgage Loan in such Loan Group (net of the
Servicing Fee) and the principal portion of any Monthly Payment on a Mortgage
Loan in such Loan Group 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 Loan Group and Distribution
Date deposited to the Servicer Custodial Account pursuant to Section
3.08(b)(vii); (ii) all Liquidation Proceeds received on the Mortgage Loans in
such Loan Group during the preceding calendar month and deposited to the
Servicer Custodial Account pursuant to Section 3.08(b)(iii); (iii) all Principal
Prepayments received on the Mortgage Loans in such Loan Group 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 in such Loan Group, 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 and
such Loan Group; 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) in respect of such Loan Group and (ii) amounts permitted to be
withdrawn from the related Certificate Account pursuant to clauses (i) and (ii)
of Section 3.11(b) in respect of such Loan Group.
Pool Stated Principal Balance: As to any Distribution Date and Loan
Group, the aggregate Stated Principal Balances of all Mortgage Loans in such
Loan Group that were Outstanding Mortgage Loans immediately following the Due
Date in the month of such Distribution Date.
Premium Mortgage Loan: Any Group 1 Premium Mortgage Loan or Group 2
Premium Mortgage Loan.
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 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, for the Class 1-A-1
Certificates, the lesser of (i) the Class Certificate Balance of the Class 1-A-1
Certificates and (ii) the product of (a) the Shift Percentage, (b) the Priority
Percentage and (c) the Non-PO Principal Amount for Group 1.
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 1-A-1 Certificates
immediately prior to such date and the denominator of which is the aggregate of
the Class Certificate Balances of all Classes of Certificates of Group 1
immediately prior to such date.
Private Certificates: The Class 1-B-4, Class 1-B-5, Class 1-B-6,
Class 2-B-4, Class 2-B-5 and Class 2-B-6 Certificates.
Pro Rata Share: As to any Distribution Date and any Class of
Subordinate Certificates of a Group that is not a Restricted Class, the portion
of the Subordinate Principal Distribution Amount for such Group allocable to
such Class, equal to the product of the Subordinate Principal Distribution
Amount for such Group 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
of such Group 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.
Rate Determination Date: As to any Distribution Date and any Class
of LIBOR Certificates, the second LIBOR Business Day prior to the beginning of
the applicable Interest Accrual Period for such Class and such Distribution
Date.
Rating Agency: Each of Fitch and S&P. If either such organization or
a successor is no longer in existence, "Rating Agency" shall be such nationally
recognized statistical rating organization, or other comparable Person, as is
designated by the Depositor, notice of which designation shall be given to the
Trustee. References herein to a given rating or rating category of a Rating
Agency shall mean such rating category without giving effect to any modifiers.
Realized Loss: With respect to each Liquidated Mortgage Loan, an
amount as of the date of such liquidation, equal to (i) the unpaid principal
balance of the Liquidated Mortgage Loan as of the date of such liquidation, plus
(ii) interest at the Net Mortgage Interest Rate from the Due Date as to which
interest was last paid or advanced (and not reimbursed) to Certificateholders up
to the Due Date in the month in which Liquidation Proceeds are required to be
distributed on the Stated Principal Balance of such Liquidated Mortgage Loan
from time to time, minus (iii) the Liquidation Proceeds, if any, received during
the month in which such liquidation occurred, to the extent applied as
recoveries of interest at the Net Mortgage Interest Rate and to principal of the
Liquidated Mortgage Loan. With respect to each Mortgage Loan that has become the
subject of a Deficient Valuation, if the principal amount due under the related
Mortgage Note has been reduced, the difference between the principal balance of
the Mortgage Loan outstanding immediately prior to such Deficient Valuation and
the principal balance of the Mortgage Loan as reduced by the Deficient
Valuation. With respect to each Mortgage Loan that has become the subject of a
Debt Service Reduction and any Distribution Date, the amount, if any, by which
the principal portion of the related Monthly Payment has been reduced.
Record Date: The last day of the month (or, if such day is not a
Business Day, the preceding Business Day) preceding the month of the related
Distribution Date.
Refinance Mortgage Loan: Any Mortgage Loan the proceeds of which
were not used to purchase the related Mortgaged Property.
Regular Certificates: As defined in the Preliminary Statement
hereto.
Related Group: For Loan Group 1, Group 1 and for Loan Group 2, Group
2.
Related Loan Group: For Group 1, Loan Group 1 and for Group 2, Loan
Group 2.
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.
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.
Reserve Interest Rate: As defined in Section 5.10.
Residual Certificates: The Class 1-A-R or Class 1-A-LR Certificate.
Responsible Officer: When used with respect to the Trustee, any
officer of the Corporate Trust Department of the Trustee, including any Senior
Vice President, any Vice President, any Assistant Vice President, any Assistant
Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of
the Trustee customarily performing functions similar to those performed by any
of the above designated officers and having responsibility for the
administration of this Agreement.
Restricted Classes: As defined in Section 5.02(d).
Rounding Account: As defined in Section 3.23.
Rounding Amount: As defined in Section 3.23.
S&P: Standard and Poor's, a division of The XxXxxx-Xxxx Companies,
Inc., or any successor in interest.
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: As to each Group, the date on
which the aggregate Class Certificate Balance of the Subordinate Certificates of
such Group is reduced to zero.
Senior Percentage: With respect to any Distribution Date and Group,
the percentage, carried six places rounded up, obtained by dividing the
aggregate Class Certificate Balance of the Senior Certificates of such Group
immediately prior to such Distribution Date by the aggregate Class Certificate
Balance of all Classes of Certificates of such Group immediately prior to such
Distribution Date.
Senior Prepayment Percentage: For any Distribution Date and Group
during the five years beginning on the first Distribution Date, 100%. The Senior
Prepayment Percentage for any Group 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 for such Group plus 70% of the Subordinate
Percentage for such Group for such Distribution Date; for any Distribution Date
in the second year thereafter, the Senior Percentage for such Group plus 60% of
the Subordinate Percentage for such Group for such Distribution Date; for any
Distribution Date in the third year thereafter, the Senior Percentage for such
Group plus 40% of the Subordinate Percentage for such Group for such
Distribution Date; for any Distribution Date in the fourth year thereafter, the
Senior Percentage for such Group plus 20% of the Subordinate Percentage for such
Group for such Distribution Date; and for any Distribution Date in the fifth or
later years thereafter, the Senior Percentage for such Group for such
Distribution Date (unless on any of the foregoing Distribution Dates the Senior
Percentage for such Group exceeds the initial Senior Percentage for such Group,
in which case the Senior Prepayment Percentage for such Group for such
Distribution Date will once again equal 100%). Notwithstanding the foregoing, no
decrease in the Senior Prepayment Percentage for such Group will occur unless
both of the Senior Step Down Conditions are satisfied.
Senior Principal Distribution Amount: As to any Distribution Date
and Group, the sum of (i) the Senior Percentage of the applicable Non-PO
Percentage for such Group of all amounts described in clauses (a) through (d) of
the definition of "Non-PO Principal Amount" for such Distribution Date and
Related Loan Group and (ii) the Senior Prepayment Percentage of the applicable
Non-PO Percentage for such Group of the amounts described in clauses (e) and (f)
of the definition of "Non-PO Principal Amount" for such Distribution Date and
Related Loan Group; provided, however, that if a Debt Service Reduction that is
an Excess Loss is sustained with respect to a Mortgage Loan in the Related Loan
Group that is not a Liquidated Mortgage Loan, the Senior Principal Distribution
Amount for such Group will be reduced on the related Distribution Date by the
Senior Percentage of the Non-PO Percentage for such Group of the principal
portion of such Debt Service Reduction.
Senior Step Down Conditions: As of any Distribution Date and Group
as to which any decrease in the Senior Prepayment Percentage for such Group
applies, (i) the outstanding principal balance of all Mortgage Loans in the
Related Loan Group (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 of such Group (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 in the Related
Loan Group as of the applicable Distribution Date do not exceed the percentages
of the Original Subordinate Certificate Balance for such Group set forth below:
Percentage of
Original Subordinate
Distribution Date Occurring Certificate Balance
--------------------------- --------------------
October 2006 through September 2007 30%
October 2007 through September 2008 35%
October 2008 through September 2009 40%
October 2009 through September 2010 45%
October 2010 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 in the
Related Loan Group, the per annum rate equal to (i) the related Mortgage
Interest Rate less (ii) the sum of 6.750% for Group 1 and 6.250% for Group 2 and
the Trustee Fee Rate; provided, however, that the Servicing Fee Rate shall not
be less than 0.25% per annum with respect to any Mortgage Loan.
Servicing File: The items pertaining to a particular Mortgage Loan
referred to in Exhibit J hereto, and any additional documents required to be
added to the Servicing File pursuant to the Agreement.
Servicing Officer: Any officer of 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 2001 through September 2006 0%
October 2006 through September 2007 30%
October 2007 through September 2008 40%
October 2008 through September 2009 60%
October 2009 through September 2010 80%
October 2010 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 and Loan
Group, the lesser of (a) the greatest of (i) 1% of the Pool Stated Principal
Balance of the Mortgage Loans in such Loan Group, (ii) twice the principal
balance of the largest Mortgage Loan in such Loan Group, and (iii) the aggregate
principal balance of all Mortgage Loans in such Loan Group 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 for such Loan Group,
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. Either 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 and Group, 100%
minus the Senior Percentage for such Group for such Distribution Date.
Subordinate Prepayment Percentage: As to any Distribution Date and
Group, 100% minus the Senior Prepayment Percentage for such Group for such
Distribution Date.
Subordinate Principal Distribution Amount: With respect to any
Distribution Date and Group, an amount equal to the sum of (i) the Subordinate
Percentage for such Group 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 Related Loan Group 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 and Related Loan Group; provided, however,
that if a Debt Service Reduction that is an Excess Loss is sustained with
respect to a Mortgage Loan in the Related Group that is not a Liquidated
Mortgage Loan, the Subordinate Principal Distribution Amount for such Group will
be reduced on the related Distribution Date by the Subordinate Percentage for
such Group 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: Any 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.
Telerate page 3750: As defined in Section 5.10.
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 Accounts, in accordance with this Agreement, REO Property, the
Primary Insurance Policies and any other Required Insurance Policy and amounts
in the Rounding Accounts.
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 and Loan Group, an amount
equal to one-twelfth of the Trustee Fee Rate multiplied by the aggregate Stated
Principal Balance of the Mortgage Loans in the Related Loan Group 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, 0.0030% per
annum.
Uncertificated Lower-Tier Interest: A regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and is
entitled to monthly distributions as provided in Section 5.02(a) hereof. Any of
the Class 1-A-L1, Class 1-A-L3, Class 1-A-LPO, Class 1-A-LUR, Class 2-A-L1,
Class 2-A-L3, Class 2-A-L4, Class 2-A-L6, Class 2-A-LPO, Class 1-B-L1, Class
1-B-L2, Class 1-B-L3, Class 1-B-L4, Class 1-B-L5, Class 1-B-L6, Class 2-B-L1,
Class 2-B-L2, Class 2-B-L3, Class 2-B-L4, Class 2-B-L5, Class 2-B-L6 Interests
are Uncertificated Lower-Tier Interests.
Underwriting Guidelines: The underwriting guidelines of Bank of
America, N.A.
Upper-Tier Certificate: Any one of the Class A Certificates (other
than the Class 1-A-LR Certificate) and the Class B Certificates.
Upper-Tier Certificate Account: The separate Eligible Account
established and maintained by the Trustee pursuant to Section 3.08(f).
Upper-Tier REMIC: As defined in the Preliminary Statement, the
assets of which consist of the Uncertificated Lower-Tier Interests and such
amounts as shall from time to time be held in the Upper-Tier Certificate
Account.
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 Holders of
the Residual Certificates, (b) 1% of all Voting Rights shall be allocated to the
Holders of the Class 1-A-11 Certificates, (c) 1% of all Voting Rights shall be
allocated to the Holders of the Class 2-A-7 Certificates and (d) 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 xxxxx with one-half
of one xxxxx 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 2001-10" (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, if any, 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, if any;
(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). As set
forth on Exhibit L attached hereto is a list of all states where recordation is
required by either Rating Agency to obtain the initial ratings of the
Certificates. The Trustee may rely and shall be protected in relying upon the
information contained in such Exhibit L.
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 in a state if either (i) 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 or (ii) the recordation of an Assignment of
Mortgage in such state is not required by either Rating Agency in order to
obtain the initial ratings on the Certificates on the Closing Date.
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 in a Loan Group as of the date of substitution is less than the
aggregate Stated Principal Balance of all such Defective Mortgage Loans in such
Loan Group (after application of the principal portion of the Monthly Payments
due in the month of substitution) (the "Substitution Adjustment Amount" for such
Loan Group) plus an amount equal to the aggregate of any unreimbursed Advances
with respect to such Defective Mortgage Loans shall be deposited into the
applicable 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 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 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 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
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 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 applicable
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 REMICs. The Depositor
hereby designates the Classes of Class A Certificates (other than the Class
A-PO, Class 1-A-R and Class 1-A-LR Certificates) and the Classes of Class B
Certificates and each Component as "regular interests" and the Class 1-A-R
Certificate as the single class of "residual interest" in the Upper-Tier REMIC
for the purposes of Code Sections 860G(a)(1) and 860G(a)(2), respectively. The
Depositor hereby further designates the Class 1-A-L1 Interest, Class 1-A-L3
Interest, Class 1-A-LPO Interest, Class 1-A-LUR Interest, Class 2-A-L1 Interest,
Class 2-A-L3 Interest, Class 2-A-L4 Interest, Class 2-A-L6 Interest, Class
2-A-LPO Interest, Class 1-B-L1 Interest, Class 1-B-L2 Interest, Class 1-B-L3
Interest, Class 1-B-L4 Interest, Class 1-B-L5 Interest, Class 1-B-L6 Interest,
Class 2-B-L1 Interest, Class 2-B-L2 Interest, Class 2-B-L3 Interest, Class
2-B-L4 Interest, Class 2-B-L5 Interest and Class 2-B-L6 Interest as classes of
"regular interests" and the Class 1-A-LR Certificate as the single class of
"residual interest" in the Lower-Tier 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 each of the Upper-Tier REMIC and Lower-Tier
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 Upper-Tier REMIC and
Lower-Tier REMIC is October 25, 2031.
Section 2.08 Execution and Delivery of Certificates. The Trustee (i)
acknowledges the issuance of and hereby declares that it holds the
Uncertificated Lower-Tier Interests on behalf of the Upper-Tier REMIC and the
Certificateholders and (ii) has executed and delivered to or upon the order of
the Depositor, in exchange for the Mortgage Loans and Uncertificated Lower-Tier
Interests together with all other assets included in the definition of "Trust
Estate," receipt of which is hereby acknowledged, Certificates in authorized
denominations which, together with the Uncertificated Lower-Tier Interests,
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 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; Certificate Accounts and Upper-Tier 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 Accounts. The Trustee shall, promptly upon
receipt, deposit in the applicable 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 such
Certificate Account; and
(iii) any other amounts deposited hereunder which are required to be
deposited in the applicable 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
applicable 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
such Certificate Account. All funds required to be deposited in the Certificate
Accounts 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 Accounts at the direction of a the Servicer.
(d) Each institution at which the Servicer Custodial Account or the
Certificate Accounts are 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 Accounts, 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
Accounts 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 Accounts 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 related 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 either Certificate
Account not later than 30 days after 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.
(f) The Trustee shall establish and maintain the Upper-Tier
Certificate Account. On each Distribution Date (other than the Final
Distribution Date, if such Final Distribution Date is in connection with a
purchase of the assets of the Trust Estate by the Depositor), the Trustee shall,
from funds available on deposit in the Certificate Accounts, deposit, in
immediately available funds, by wire transfer or otherwise, into the Upper-Tier
Certificate Account, the Lower-Tier Distribution Amount.
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 2001-10 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, Certificate Accounts, and Upper-Tier 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, such right of reimbursement pursuant to this clause (iii)
being limited to amounts received on the Mortgage Loans in the same Loan
Group as the Mortgage Loan(s) in respect of which such Nonrecoverable
Advance was 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 related
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). The Servicer shall keep and maintain such separate accounting for
each Loan Group. 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 Accounts
to deposit the Lower-Tier Distribution Amount into the Upper-Tier Certificate
Account and for distributions to Certificateholders in the manner specified in
this Agreement. In addition, the Trustee may from time to time make withdrawals
from the applicable 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 Accounts;
(iii) to withdraw and return to the Servicer any amount deposited in
either Certificate Account and not required to be deposited therein; and
(iv) to clear and terminate the applicable Certificate Account upon
termination pursuant to Section 10.01.
(c) Notwithstanding anything herein to the contrary, the Regular
Certificates and the Class 1-A-R Certificate shall not receive distributions
directly from the Certificate Accounts. On each Distribution Date, funds on
deposit in the Upper-Tier Certificate Account shall be used to make payments on
the Regular Certificates and the Class 1-A-R Certificate as provided in Sections
5.01 and 5.02. The Upper-Tier Certificate Account shall be cleared and
terminated upon termination of this 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" (as defined in Section 860F of the Code) on
either the Upper-Tier REMIC or the Lower-Tier REMIC or cause either REMIC 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 either 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 (a)
in the Depositor's judgment, the default is not likely to be cured by the
Mortgagor and (b) such Mortgage Loan is 180 days or more delinquent or (ii) any
Mortgage Loan in the Trust Estate which pursuant to Section 4(b) of the Mortgage
Loan Purchase Agreement the Seller requests the Depositor to repurchase and to
sell to the 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 Accounts 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 relating to the Mortgage Loans in a Loan Group 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 in such Loan Group and (b) one-twelfth of 0.25% of the aggregate
Stated Principal Balance of the Mortgage Loans in such Loan Group for such
Distribution Date (for each Loan Group 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 2001 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
2001 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 with respect to a Loan Group in the Servicer Custodial Account has
been used by the Servicer in discharge of its obligation to make any such
Periodic Advance on a Mortgage Loan in such Loan Group. 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 with respect to each Loan Group 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 either the Upper-Tier REMIC or the Lower-Tier REMIC 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 Upper-Tier Certificate Account or applicable Certificate Account, as
applicable, (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 applicable 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 for each Loan Group, 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, first, to
distributions in respect of the Uncertificated Lower-Tier Interests as specified
in this Section 5.02(a) for deposit in the Upper-Tier Certificate Account and to
the Class 1-A-LR Certificate, and then from the Upper-Tier Certificate Account
to distributions on the Certificates in the following order of priority and to
the extent of such funds, paying Group 1 solely from the Pool Distribution
Amount for Loan Group 1 and Group 2 solely from the Pool Distribution Amount for
Loan Group 2:
(i) to each Class of Senior Certificates and Component (other than
the Class A-PO Component and the Class 1-A-LR Certificates) of such Group,
an amount allocable to interest equal to the Interest Distribution Amount
for such Class and any shortfall being allocated among such Classes in
proportion to the amount of the Interest Distribution Amount that would
have been distributed in the absence of such shortfall;
(ii) concurrently to the Class A Certificates and the Class A-PO
Component of such Group, pro rata, based on their respective Senior
Principal Distribution Amount and PO Principal Amount, (A) to the Class A
Certificates of such Group, in an aggregate amount up to the Senior
Principal Distribution Amount for such Group, such distribution to be
allocated among such Classes in accordance with Section 5.02(b) and (B) to
the Class A-PO Component of such Group in an aggregate amount up to the PO
Principal Amount for such Group;
(iii) to the Class A-PO Component of such Group, any Class A-PO
Deferred Amount, up to the Subordinate Principal Distribution Amount for
such Group for such Distribution Date from amounts otherwise distributable
first to the Class 1-B-6 Certificates or Class 2-B-6 Certificates, as the
case may be, pursuant to clause (iv)(L) below, second to the Class 1-B-5
Certificates or Class 2-B-5 Certificates, as the case may be, pursuant to
clause (iv)(J) below, third to the Class 1-B-4 Certificates or Class 2-B-4
Certificates, as the case may be, pursuant to clause (iv)(H) below, fourth
to the Class 1-B-3 Certificates or Class 2-B-3 Certificates, as the cases
may be, pursuant to clause (iv)(F) below, fifth to the Clause 1-B-2
Certificates or Class 2-B-2 Certificates, as the case may be, pursuant to
clause (iv)(D) below and finally to the Class 1-B-1 Certificates or Class
2-B-1 Certificates, as the case may be, pursuant to clause (iv)(B) below;
(iv) to each Class of Subordinate Certificates of such Group,
subject to paragraph (d) below, in the following order of priority:
(A) to the Class 1-B-1 Certificates or Class 2-B-1
Certificates, as the case may be, an amount allocable to interest
equal to the Interest Distribution Amount for such Class for such
Distribution Date;
(B) to the Class 1-B-1 Certificates or Class 2-B-1
Certificates, as the case may be, 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 of the Class A-PO
Component of such Group pursuant to clause (iii) above until the
Class Certificate Balance thereof has been reduced to zero;
(C) to the Class 1-B-2 Certificates or Class 2-B-2
Certificates, as the case may be, an amount allocable to interest
equal to the Interest Distribution Amount for such Class for such
Distribution Date;
(D) to the Class 1-B-2 Certificates or Class 2-B-2
Certificates, as the case may be, 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 of the Class A-PO
Component of such Group pursuant to clause (iii) above until the
Class Certificate Balance thereof has been reduced to zero;
(E) to the Class 1-B-3 Certificates or Class 2-B-3
Certificates, as the case may be, an amount allocable to interest
equal to the Interest Distribution Amount for such Class for such
Distribution Date;
(F) to the Class 1-B-3 Certificates or Class 2-B-3
Certificates, as the case may be, 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 of the Class A-PO
Component of such Group pursuant to clause (iii) above until the
Class Certificate Balance thereof has been reduced to zero;
(G) to the Class 1-B-4 Certificates or Class 2-B-4
Certificates, as the case may be, an amount allocable to interest
equal to the Interest Distribution Amount for such Class for such
Distribution Date;
(H) to the Class 1-B-4 Certificates or Class 2-B-4
Certificates, as the case may be, 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 of the Class A-PO
Component of such Group pursuant to clause (iii) above until the
Class Certificate Balance thereof has been reduced to zero;
(I) to the Class 1-B-5 Certificates or Class 2-B-5
Certificates, as the case may be, an amount allocable to interest
equal to the Interest Distribution Amount for such Class for such
Distribution Date;
(J) to the Class 1-B-5 Certificates or Class 2-B-5
Certificates, as the case may be, 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 of the Class A-PO
Component of such Group pursuant to clause (iii) above until the
Class Certificate Balance thereof has been reduced to zero;
(K) to the Class 1-B-6 Certificates or Class 2-B-6
Certificates, as the case may be, an amount allocable to interest
equal to the Interest Distribution Amount for such Class for such
Distribution Date; and
(L) to the Class 1-B-6 Certificates or Class 2-B-6
Certificates, as the case may be, 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 of the Class A-PO
Component of such Group pursuant to clause (iii) above until the
Class Certificate Balance thereof has been reduced to zero; and
(v) The Holder of the Class 1-A-R and Class 1-A-LR Certificates
shall receive any remaining Pool Distribution Amounts for the Related Loan
Group.
For any Group and on any Distribution Date, amounts distributed in
respect of Class A-PO Deferred Amounts will not reduce the Class Certificate
Balance of the applicable Class A-PO Component.
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 definitions.
On each Distribution Date, each Uncertificated Lower-Tier Interest
shall receive distributions in respect of principal in an amount equal to the
amount of principal distributed to their respective Corresponding Upper-Tier
Class, Classes, Component or Components as provided herein. On each Distribution
Date, each Uncertificated Lower-Tier Interest shall receive distributions in
respect of interest in an amount equal to the Interest Distribution Amounts in
respect of its Corresponding Upper-Tier Class, Classes, Component or Components,
in each case to the extent actually distributed thereon. Such amounts
distributed to the Uncertificated Lower-Tier Interests in respect of principal
and interest with respect to any Distribution Date are referred to herein
collectively as the "Lower-Tier Distribution Amount."
As of any date, the principal balance of each Uncertificated
Lower-Tier Interest equals the aggregate of the Class Certificate Balances and
Component Balances of the respective Corresponding Upper-Tier Class, Classes,
Component or Components. The initial principal balance of each Uncertificated
Lower-Tier Interest equals the aggregate of the Initial Class Certificate
Balances and Initial Component Balances of the respective Corresponding
Upper-Tier Class, Classes, Component or Components.
The pass-through rate with respect to the Class 1-A-L1 Interest,
Class 1-A-L3 Interest, Class 1-A-LUR Interest, Class 1-B-L1 Interest, Class
1-B-L2 Interest, Class 1-B-L3 Interest, Class 1-B-L4 Interest, Class 1-B-L5
Interest and Class 1-B-L6 Interest shall be 6.750% per annum. The pass-through
rate with respect to the Class 2-A-L1 Interest shall be 5.750% per annum. The
pass-through rate with respect to the Class 2-A-L3 Interest, Class 2-A-L4
Interest, Class 2-B-L1 Interest, Class 2-B-L2 Interest, Class 2-B-L3 Interest,
Class 2-B-L4 Interest, Class 2-B-L5 Interest and Class 2-B-L6 Interest shall be
6.250% per annum. The pass-through rate with respect to the Class 2-A-L6
Interest shall be 8.500% per annum. The Class 1-A-LPO Interest and Class 2-A-LPO
Interest are principal-only interests and are not entitled to distributions of
interest. Any Non-Supported Interest Shortfalls will be allocated to each
Uncertificated Lower-Tier Interest in the same relative proportions as interest
is allocated to such Uncertificated Lower-Tier Interest.
(b) (i) With respect to the Class A Certificates of Group 1:
On each Distribution Date prior to the Senior Credit Support Depletion
Date for Group 1, the amount distributable to the Group 1-A Certificates
pursuant to Section 5.02(a)(ii) for such Distribution Date, will be
distributed in the following order of priority:
first, concurrently, to the Class 1-A-R and Class 1-A-LR
Certificates, until their Class Certificate Balances have been
reduced to zero;
second, to the Class 1-A-1 Certificates, up to the Priority
Amount for such Distribution Date, until their Class Certificate
Balance has been reduced to zero;
third, concurrently, as follows:
(a) 54.59560238%, sequentially, as follows:
(i) concurrently, to the Class 1-A-3, Class 1-A-8
and Class 1-A-10 Certificates, pro rata, until their
Class Certificate Balances have been reduced to zero;
and
(ii) to the Class 1-A-4 Certificates, until their
Class Certificate Balances have been reduced to zero;
(b) 31.15048991%, sequentially, to the Class 1-A-2,
Class 1-A-6 and Class 1-A-7 Certificates, in that order, until
their Class Certificate Balances have been reduced to zero;
and
(c) 14.25390771% to the Class 1-A-9 Certificates, until
their Class Certificate Balance has been reduced to zero;
fourth, to the Class 1-A-5 Certificates, until their Class
Certificate Balance has been reduced to zero; and
fifth, to the Class 1-A-1 Certificates, until their Class
Certificate Balance has been reduced to zero.
(ii) With respect to the Class A Certificates of Group 2:
On each Distribution Date prior to the Senior Credit Support Depletion
Date for Group 2, the amount distributable to the Group 2-A Certificates
pursuant to Section 5.02(a)(ii) for such Distribution Date, will be
distributed in the following order of priority:
first, to the PAC Group, up to its PAC Principal Amount for
such Distribution Date;
second, concurrently, to the Class 2-A-4 and Class 2-A-5
Certificates, pro rata, until their Class Certificate Balances have
been reduced to zero; and
third, to the PAC Group, until their Class Certificate
Balances have been reduced to zero.
Prior to the Senior Credit Support Depletion Date for Group 1, all
distributions of principal to the PAC Group will be made sequentially, as
follows:
first, concurrently, as follows:
(a) 81.81818332%, sequentially, to the Class 2-A-1 and
Class 2-A-2 Certificates, in that order, until their Class
Certificate Balances have been reduced to zero; and
(b) 18.18181668% to the Class 2-A-6 Certificates, until
their Class Certificate Balance has been reduced to zero; and
second, to the Class 2-A-3 Certificates, until their Class
Certificate Balance has been reduced to zero.
On each Distribution Date on or after the Senior Credit Support
Depletion Date, for a Group notwithstanding the allocation and priority set
forth above, the portion of the Pool Distribution Amount with respect to a Loan
Group available to be distributed as principal of the Class A Certificates of
the Related Group 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 (other than the Class A-PO 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 for the Related Loan Group, (B) any Excess Losses on the
Mortgage Loans in such Loan Group allocable to interest, (C) on and after the
Senior Credit Support Depletion Date for such Group, any other Realized Loss on
the Mortgage Loans in such Loan Group allocable to interest and (D) Relief Act
Reductions incurred on the Mortgage Loans in such Loan Group 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 of a Group
on any Distribution Date, (i) the aggregate of the Class Certificate Balances
immediately prior to such Distribution Date of all Classes of Subordinate
Certificates of such Group which have a higher numerical Class designation than
such Class, divided by (ii) the aggregate Class Certificate Balance of all the
Classes of such Group immediately prior to such Distribution Date (for each
Group, the "Fractional Interest") is less than the Original Fractional Interest
for such Class, no distribution of principal will be made to any Classes of such
Group junior to such Class (for each Group, the "Restricted Classes") and the
Class Certificate Balances of the Restricted Classes of such Group will not be
used in determining the Pro Rata Share for the Subordinate Certificates of such
Group that are not Restricted Classes. If the aggregate Class Certificate
Balances of the Subordinate Certificates of such Group that are not Restricted
Classes are reduced to zero, notwithstanding the previous sentence, any funds
remaining will be distributed sequentially to the Restricted Classes of such
Group in order of their respective numerical Class designations (beginning with
the Class of Restricted Certificates of the Related Group then outstanding with
the lowest numerical Class designation).
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 on the Mortgage
Loans in each Loan Group. Based on such information, the Trustee shall determine
the total amount of Realized Losses on the Mortgage Loans in each Loan Group,
including Excess Losses, with respect to the related Distribution Date.
The principal portion of Realized Losses on the Mortgage Loans in a
Loan Group 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 in such Loan Group,
including any Excess Loss, shall be allocated to the Class A-PO Component
of the Related Group until the Class Certificate Balance thereof is
reduced to zero;
(ii) the applicable Non-PO Percentage of the principal portion of
any Realized Loss (other than an Excess Loss) with respect to a Mortgage
Loan in such Loan Group shall be allocated first to the Subordinate
Certificates of the Related Group in reverse order of their respective
numerical Class designations (beginning with the Class of Subordinate
Certificates of the Related Group 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 of the Related Group, pro rata, on the basis of their
respective Class Certificate Balances immediately prior to the related
Distribution Date; and
(iii) the applicable Non-PO Percentage of the principal portion of
any Excess Losses with respect to a Mortgage Loan in such Loan Group shall
be allocated pro rata among the Senior Certificates of the Related Group
in the aggregate on the basis of their aggregate principal balance and
among the Classes of Subordinate Certificates of the Related Group on the
basis of their respective Class Certificate Balances immediately prior to
the related Distribution Date. Excess Losses allocated to the Senior
Certificates of the Related Group, will be allocated among such Classes
pro rata on the basis of their respective Class Certificate Balances.
(b) The Component Balance of the Class A-PO Component of a Group
shall be reduced on each Distribution Date by the amount, if any, by which the
Component Balance of such Class A-PO Component (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 the Related Loan Group for such Distribution Date.
The Class Certificate Balance of the Class of Subordinate
Certificates of a Group 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 of such Group (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 the Related Loan Group for such Distribution Date.
After the Senior Credit Support Depletion Date for a Group, the
Class Certificate Balances of the Senior Certificates of such Group in the
aggregate 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 of such Group (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 the Related Loan Group for such Distribution Date and (ii) the
Adjusted Pool Amount (PO Portion) for the Related Loan Group for such
Distribution Date.
Any such reduction shall be allocated among the Senior Certificates
of such Group, based on the Class Certificate Balances immediately prior to such
Distribution Date.
(c) Any Realized Loss allocated to a Class of Certificates or any
reduction in the Class Certificate Balance of a Class of Certificates pursuant
to Section 5.03(b) above shall be allocated among the Certificates of such Class
in proportion to their respective Percentage Interests.
(d) Any allocation of Realized Losses to a Class of Certificates or
any reduction in the Class Certificate Balance of a Class pursuant to Section
5.03(b) above shall be accomplished by reducing the Class Certificate Balance
thereof prior to the distributions made on the related Distribution Date in
accordance with the definition of "Class Certificate Balance."
(e) With respect to any Distribution Date, Realized Losses allocated
pursuant to this Section 5.03 will be allocated to each Uncertificated
Lower-Tier Interest in an amount equal to the amount allocated to its respective
Corresponding Upper-Tier Class, Classes, Component or Components as provided
above.
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) for each Group, the amount allocable to principal,
separately identifying the aggregate amount of any Principal
Prepayments and Liquidation Proceeds included therein;
(ii) for each Group, the amount allocable to interest, any
Class Unpaid Interest Shortfall included in such distribution and any
remaining Class Unpaid Interest Shortfall after giving effect to such
distribution;
(iii) if the distribution to the Holders of such Class of
Certificates is less than the full amount that would be distributable
to such Holders if there were sufficient funds available therefor,
the amount of the shortfall and the allocation thereof as between
principal and interest;
(iv) the Class Certificate Balance of each Class of
Certificates after giving effect to the distribution of principal on
such Distribution Date;
(v) for each Loan Group, the Pool Stated Principal Balance for
the following Distribution Date;
(vi) for each Group, 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 each Loan Group and such Distribution
Date;
(viii) the Pass-Through Rate for each such Class of
Certificates with respect to such Distribution Date;
(ix) for each Loan Group, 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) for each Loan Group, 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) for each Loan Group, 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) for each Loan Group, 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) for each Group, the Senior Prepayment Percentage and the
Subordinate Prepayment Percentage for the following Distribution
Date;
(xiv) for each Loan Group, the aggregate amount of Realized
Losses incurred during the preceding calendar month and for each
Group, any Class A-PO Deferred Amounts for such Distribution Date;
(xv) for each Loan Group, 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) the Class 1-A-11 Notional Amount and the Class 2-A-7
Notional Amount for such 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
Holders of the Residual Certificates for quarterly notices on Schedule Q (Form
1066) (which information shall be forwarded to the Holders of the Residual
Certificates 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 each
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 each
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, each 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 each 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 each 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 each REMIC for its
short taxable year ending December 31, 2001, 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 each 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 each 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 1-A-R Certificate is hereby designated as the Tax Matters Person for the
Upper-Tier REMIC. The Holder of the Class 1-A-LR Certificate is hereby
designated as the Tax Matters Person for the Lower-Tier REMIC. By their
acceptance of the Class 1-A-R or Class 1-A-LR Certificate, as applicable, each
such Holder irrevocably appoints the Trustee as its agent to perform all of the
duties of the Tax Matters Person for the Upper-Tier REMIC and the Lower-Tier
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 Upper-Tier REMIC and the
Lower-Tier REMIC as REMICs and avoid the imposition of tax on either REMIC. In
particular:
(a) The Trustee shall not create, or permit the creation of, any
"interests" in either REMIC within the meaning of Code Section 860D(a)(2) other
than the interests represented by the Regular Certificates, the Components, the
Residual Certificates and the Uncertificated Lower-Tier Interests.
(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 either 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 each 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 either 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" of the
applicable REMIC 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 and
each REMIC 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 either REMIC and will not disqualify the Trust Estate from treatment
as two REMICs; 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.
Section 5.09 Determination of LIBOR. On each Rate Determination Date
for a Class of LIBOR Certificates, the Trustee shall determine LIBOR for the
applicable Distribution Date on the basis of the British Bankers' Association
("BBA") "Interest Settlement Rate" for one-month deposits in U.S. Dollars as
found on Telerate page 3750 as of 11:00 A.M. London time on such Rate
Determination Date. As used herein, "Telerate page 3750" means the display
designated as page 3750 on the Bridge Telerate Service.
If on any Rate Determination Date for a Class of LIBOR Certificates,
the Trustee is unable to determine LIBOR on the basis of the method set forth in
the preceding paragraph, LIBOR for the applicable Distribution Date will be
whichever is higher of (x) LIBOR as determined on the previous Rate
Determination Date for such Class of LIBOR Certificates or (y) the Reserve
Interest Rate. The "Reserve Interest Rate" will be the rate per annum which the
Trustee determines to be either (A) the arithmetic mean (rounding such
arithmetic mean upwards if necessary to the nearest whole multiple of 1/16%) of
the one-month U.S. Dollar lending rates that New York City banks selected by the
Trustee are quoting, on the relevant Rate Determination Date, to the principal
London offices of at least two leading banks in the London interbank market or
(B) in the event that the Trustee can determine no such arithmetic mean, the
lowest one-month U.S. Dollar lending rate that the New York City banks selected
by the Trustee are quoting on such Rate Determination Date to leading European
banks.
If on any Rate Determination Date for a Class of LIBOR Certificates,
the Trustee is required but is unable to determine the Reserve Interest Rate in
the manner provided in the preceding paragraph, LIBOR for the applicable
Distribution Date will be LIBOR as determined on the previous Rate Determination
Date for such Class of LIBOR Certificates, or, in the case of the first Rate
Determination Date, the Initial LIBOR Rate.
The establishment of LIBOR by the Trustee and the Trustee's
subsequent calculation of the rates of interest applicable to each of the LIBOR
Certificates in the absence of manifest error, will be final and binding. After
a Rate Determination Date, the Trustee shall provide the Pass-Through Rates of
the LIBOR Certificates for the related Distribution Date to Beneficial Owners or
Holders of LIBOR Certificates who place a telephone call to the Trustee at (212)
815-7162 and make a request therefor.
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 X-0-X-0, X-0-X-0, X-0-X-0, X-0-X-0, X-0-X-0, X-0-X-0, A-1-A-7,
A-1-A-8, A-1-A-9, X-0-X-00, X-0-X-00, X-0-X-X, X-0-X-XX, X-0-X-0, X-0-X-0,
X-0-X-0, X-0-X-0, X-0-X-0, X-0-X-0, X-0-X-0, A-A-PO, X-0-X-0, X-0-X-0, X-0-X-0,
X-0-X-0, X-0-X-0, X-0-X-0, X-0-X-0, X-0-X-0, X-0-X-0, X-0-X-0, X-0-X-0, X-0-X-0
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 1-A-R,
Class 1-A-LR and the Class A-PO Certificates) shall be available to investors in
interests representing minimum dollar Certificate Balances (or notional amounts)
of $1,000 and integral multiples of $1 in excess thereof. The Subordinate
Certificates and the Class A-PO Certificates shall be available to investors in
interests representing minimum dollar Certificate Balances of $25,000 and
integral dollar multiples of $1 in excess thereof (except one Certificate of
such Class may be issued with a different Certificate Balance). The Class 1-A-R
and Class 1-A-LR Certificates shall be in a minimum denomination of $50. The
Senior Certificates (other than the Class 1-A-R and Class 1-A-LR Certificates)
and the Class 1-B-1, Class 1-B-2, Class 1-B-3, Class 2-B-1, Class 2-B-2 and
Class 2-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, (C) after the occurrence of an
Event of Default or (D) in the event the Depository is unable to make the
pro rata distributions required by Section 5.09(e), Certificate Owners
representing at least 51% of the aggregate Class Certificate Balances of
the Book-Entry Certificates together advise the Trustee and the Depository
through the Depository Participants in writing that the continuation of a
book-entry system through the Depository is no longer in the best
interests of the Certificate Owners, the Trustee shall notify all
Certificate Owners, through the Depository, of the occurrence of any such
event and of the availability of definitive, fully-registered Certificates
(the "Definitive Certificates") to Certificate Owners requesting the same.
Upon surrender to the Trustee of the related Class of Certificates by the
Depository (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 W-8ECI (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 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 Accounts) 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 "A" by Fitch and S&P 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 Accounts 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 either
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
applicable 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 applicable Certificate Account or otherwise accounted, to
the reasonable satisfaction of the Trustee, for all amounts it has withdrawn
from such 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 the 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 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 relating (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 fourth
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.
Regardless of the foregoing, 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 Xxxxxx X. Xxxxxxx, the late ambassador of the
United States to the Court of St. Xxxxx, living on the date hereof.
The right of the Depositor to repurchase all of the Mortgage Loans
is conditioned upon the Pool Stated Principal Balance of the Mortgage Loans as
of such 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 applicable 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
such Certificate Account on the Final Distribution Date equal to the purchase
price for the related assets 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 applicable
Class A-PO Deferred Amount with respect to the Class A-PO Components, and (II)
as to the Class 1-A-R or Class 1-A-LR Certificates, the amounts, if any, which
remain on deposit in the Upper-Tier Certificate Accounts and the Lower Tier
Certificate Account, respectively (other than the amounts retained to meet
claims) after application pursuant to clause (I) above. An amount shall be
distributed in respect of interest and principal to the Uncertificated
Lower-Tier Interests in the same amounts as distributed to their Corresponding
Upper-Tier Class or Classes.
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 applicable Certificate Account
not distributed in final distribution to Certificateholders of such Group 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 applicable
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 two separate REMICs 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 Upper-Tier REMIC and the Lower-Tier
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 Upper-Tier REMIC and the
Lower-Tier REMIC.
(b) By their acceptance of the Residual Certificates, the Holders
thereof hereby agree 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 Upper-Tier REMIC and the Lower-Tier REMIC as REMICs at all times that any
Certificates of the Related Group are outstanding or to avoid or minimize the
risk of the imposition of any tax on either 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
either 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 1-B-1 Certificates,
the Class 1-B-2 Certificates, the Class 1-B-3 Certificates, the Class 1-B-4
Certificates, the Class 1-B-5 Certificates, the Class 2-B-1 Certificates, the
Class 2-B-2 Certificates, the Class 2-B-3 Certificates, the Class 2-B-4
Certificates or the Class 2-B-5 Certificates as evidenced by a letter from each
Rating Agency rating such Certificates to such effect, and (v) to reduce the
percentage of the Pool Stated Principal Balance of a Loan Group at which the
Depositor will have the option to purchase all the remaining Mortgage Loans in
accordance with Section 10.01, provided that such reduction is considered
necessary by the Depositor, as evidenced by an Officer's Certificate delivered
to the Trustee, to preserve the treatment of the transfer of the Mortgage Loans
of such Loan Group to the Depositor by the Seller or to the Trust by the
Depositor as sale for accounting purposes, and (vi) 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 Upper-Tier REMIC or the
Lower-Tier REMIC as REMICs 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 Upper-Tier REMIC or the
Lower-Tier REMIC as REMICs.
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 may be delivered by facsimile and shall be
deemed effective upon receipt ) to (a) in the case of the Depositor, Bank of
America Mortgage Securities, Inc., 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx
Xxxxxxxx 00000, Attention: General Counsel and Chief Financial Officer, (b) in
the case of the Servicer, Bank of America, N.A., 000 Xxxx Xxxx Xxxxxx, Xxxxx
000, Xxxxxxxxxx, Xxxxxxxx 00000-0000, Attention: Servicing Manager, with a copy
to: Bank of America, N.A. 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx,
00000, Attention: General Counsel and Chief Financial Officer, (c) in the case
of the Trustee, 000 Xxxxxxx Xxxxxx 00 Xxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
Corporate Trust - MBS Group (Fax: (000) 000-0000) (d) in the case of S&P,
Standard and Poor's, a division of The XxXxxx-Xxxx Companies, Inc., 00 Xxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn: Residential Mortgage Surveillance Group,
and (e) in the case of Fitch, Fitch, Inc., Xxx Xxxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx
Xxxx 00000, 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.
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: Xxxx Xxxx
Title: Vice President
BANK OF AMERICA, N.A.,
as Servicer
By:_____________________________________
Name: Xxxxxx X. XxXxxxxxx
Title: Senior Vice President
THE BANK OF NEW YORK,
as Trustee
By:_____________________________________
Name:
Title:
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
)
On the 25th day of September, 2001, 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 he signed his name thereto by order
of the Board of Directors of such corporation.
________________________________________
Notary Public
[Notarial Seal]
My commission expires ____________.
STATE OF NORTH CAROLINA )
) ss.:
COUNTY OF MECKLENBURG )
)
On the 25th day of September, 2001, before me, a notary public in
and for the State of North Carolina, personally appeared Xxxx Xxxx, 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 he/she signed his/her
name thereto by order of the Board of Directors of such corporation.
________________________________________
Notary Public
[Notarial Seal]
My commission expires ____________.
STATE OF NORTH CAROLINA )
) ss.:
COUNTY OF MECKLENBURG )
)
On the 25th day of September, 2001, before me, a notary public in
and for the State of North Carolina, personally appeared Xxxxxx X. XxXxxxxxx,
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 ____________.
EXHIBIT A-1-A-1
[FORM OF FACE OF CLASS 0-X-0 XXXXXXXXXXX]
XXXX XX XXXXXXX MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 1-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.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 1-A-1
evidencing an interest in a Trust consisting primarily of two loan groups (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, 2001
First Distribution Date: October 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $42,750,000.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 3D 2
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Bank of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated September 25, 2001 (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.
* * *
EXHIBIT A-1-A-2
[FORM OF FACE OF CLASS 0-X-0 XXXXXXXXXXX]
XXXX XX XXXXXXX MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 1-A-2
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 1-A-2
evidencing an interest in a Trust consisting primarily of two loan groups (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, 2001
First Distribution Date: October 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $100,000,000.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 3E 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 25, 2001 (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.
* * *
EXHIBIT A-1-A-3
[FORM OF FACE OF CLASS 0-X-0 XXXXXXXXXXX]
XXXX XX XXXXXXX MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 1-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.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 1-A-3
evidencing an interest in a Trust consisting primarily of two loan groups (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, 2001
First Distribution Date: October 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $40,533,993.00
Pass-Through Rate: 6.250%
CUSIP No.: 060506 3F 7
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Bank of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated September 25, 2001 (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.
* * *
EXHIBIT A-1-A-4
[FORM OF FACE OF CLASS 0-X-0 XXXXXXXXXXX]
XXXX XX XXXXXXX MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 1-A-4
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 1-A-4
evidencing an interest in a Trust consisting primarily of two loan groups (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, 2001
First Distribution Date: October 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $30,383,333.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 3G 5
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Bank of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated September 25, 2001 (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.
* * *
EXHIBIT A-1-A-5
[FORM OF FACE OF CLASS 0-X-0 XXXXXXXXXXX]
XXXX XX XXXXXXX MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 1-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.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 1-A-5
evidencing an interest in a Trust consisting primarily of two loan groups (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, 2001
First Distribution Date: October 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $18,792,000.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 3H 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 25, 2001 (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.
* * *
A-1-A-6-3
[FORM OF FACE OF CLASS 0-X-0 XXXXXXXXXXX]
XXXX XX XXXXXXX MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 1-A-6
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 1-A-6
evidencing an interest in a Trust consisting primarily of two loan groups (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, 2001
First Distribution Date: October 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $3,513,000.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 3J 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 25, 2001 (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.
* * *
EXHIBIT A-1-A-7
[FORM OF FACE OF CLASS 0-X-0 XXXXXXXXXXX]
XXXX XX XXXXXXX MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 1-A-7
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 1-A-7
evidencing an interest in a Trust consisting primarily of two loan groups (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, 2001
First Distribution Date: October 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $5,757,000.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 3K 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 25, 2001 (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.
* * *
EXHIBIT A-1-A-8
[FORM OF FACE OF CLASS 0-X-0 XXXXXXXXXXX]
XXXX XX XXXXXXX MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 1-A-8
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 1-A-8
evidencing an interest in a Trust consisting primarily of two loan groups (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, 2001
First Distribution Date: October 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $83,689,590.00
Pass-Through Rate: 6.000%
CUSIP No.: 060506 3L 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 25, 2001 (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.
* * *
EXHIBIT A-1-A-9
[FORM OF FACE OF CLASS 0-X-0 XXXXXXXXXXX]
XXXX XX XXXXXXX MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 1-A-9
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 1-A-9
evidencing an interest in a Trust consisting primarily of two loan groups (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, 2001
First Distribution Date: October 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $50,000,000.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 3M 2
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Bank of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated September 25, 2001 (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.
* * *
EXHIBIT A-1-A-10
[FORM OF FACE OF CLASS 1-A-10 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 1-A-10
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 1-A-10
evidencing an interest in a Trust consisting primarily of two loan groups (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, 2001
First Distribution Date: October 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $36,904,084.00
Pass-Through Rate: Floating
CUSIP No.: 060506 3N 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 25, 2001 (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.
The Pass-Through Rate applicable with respect to the Distribution Date in
October 2001 will be 4.123% per annum, and on each subsequent Distribution Date
shall be determined as provided in the Pooling and Servicing Agreement.
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.
* * *
EXHIBIT A-1-A-11
[FORM OF FACE OF CLASS 1-A-11 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 1-A-11
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE 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.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 1-A-11
evidencing an interest in a Trust consisting primarily of two loan groups (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, 2001
First Distribution Date: October 25, 2001
Initial Notional
Amount of this
Certificate
("Denomination"): $
Initial Notional
Amount of this Class: $36,904,084.00
Pass-Through Rate: Inverse Floating
CUSIP No.: 060506 3P 5
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Notional Amount 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 25, 2001 (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 Class 1-A-11 Certificate is not entitled to any distributions with
respect to principal on the Mortgage Loans in the Trust.
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.
The Pass-Through Rate applicable with respect to the Distribution Date in
October 2001 will be 4.877% per annum, and on each subsequent Distribution Date
shall be determined as provided in the Pooling and Servicing Agreement.
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.
* * *
EXHIBIT A-PO
[FORM OF FACE OF CLASS A-PO CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
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, EACH COMPONENT OF 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.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class A-PO
evidencing an interest in a Trust consisting primarily of two loan groups (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, 2001
First Distribution Date: October 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,257,344.00
CUSIP No.: 060506 3Z 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 25, 2001 (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.
For the purposes of determining distributions in reduction of Class
Certificate Balance, the Class A-PO Certificates will be deemed to consist of
two components which are not severable (each, a "Component").
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.
* * *
EXHIBIT A-1-A-R
[FORM OF FACE OF CLASS 1-A-R CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 1-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 1-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.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 1-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 two loan groups (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, 2001
First Distribution Date: October 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $50.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 3Q 3
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 25, 2001 (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 1-A-R Certificate at the Corporate Trust Office.
Each Person who has or who acquires this Class 1-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
1-A-R Certificate are expressly subject to the following provisions: (i) each
Person holding or acquiring this Class 1-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 1-A-R Certificate unless such ownership
interest is a pro rata undivided interest; (iii) in connection with any proposed
transfer of this Class 1-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 1-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 1-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.
* * *
EXHIBIT 1-A-LR
[FORM OF FACE OF CLASS 1-A-LR CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 1-A-LR
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 1-A-LR 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.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 1-A-LR
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, 2001
First Distribution Date: October 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $50.00
Initial Class Certificate
Balance of this Class: $50.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 3R 1
This certifies that _____________________ is the registered owner of 100%
Percentage Interest evidenced by this Certificate in certain monthly
distributions with respect to a Trust consisting of the Mortgage Loans deposited
by Bank of America Mortgage Securities, Inc. (the "Depositor"). The Trust was
created pursuant to a Pooling and Servicing Agreement, dated September 25, 2001
(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 1-A-LR Certificate at the Corporate Trust Office.
Each Person who has or who acquires this Class 1-A-LR 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
1-A-LR Certificate are expressly subject to the following provisions: (i) each
Person holding or acquiring this Class 1-A-LR 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 1-A-LR Certificate unless such ownership
interest is a pro rata undivided interest; (iii) in connection with any proposed
transfer of this Class 1-A-LR 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 1-A-LR 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 1-A-LR 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.
* * *
EXHIBIT A-2-A-1
[FORM OF FACE OF CLASS 0-X-0 XXXXXXXXXXX]
XXXX XX XXXXXXX MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 2-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.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 2-A-1
evidencing an interest in a Trust consisting primarily of two loan groups (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, 2001
First Distribution Date: October 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $9,539,000.00
Pass-Through Rate: 5.750%
CUSIP No.: 060506 3S 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 25, 2001 (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.
* * *
EXHIBIT A-2-A-2
[FORM OF FACE OF CLASS 0-X-0 XXXXXXXXXXX]
XXXX XX XXXXXXX MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 2-A-2
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 2-A-2
evidencing an interest in a Trust consisting primarily of two loan groups (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, 2001
First Distribution Date: October 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $40,046,910.00
Pass-Through Rate: 5.750%
CUSIP No.: 060506 3T 7
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Bank of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated September 25, 2001 (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.
* * *
EXHIBIT A-2-A-3
[FORM OF FACE OF CLASS 0-X-0 XXXXXXXXXXX]
XXXX XX XXXXXXX MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 2-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.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 2-A-3
evidencing an interest in a Trust consisting primarily of two loan groups (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, 2001
First Distribution Date: October 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $12,200,000.00
Pass-Through Rate: 6.250%
CUSIP No.: 060506 3U 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 25, 2001 (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.
* * *
EXHIBIT A-2-A-4
[FORM OF FACE OF CLASS 0-X-0 XXXXXXXXXXX]
XXXX XX XXXXXXX MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 2-A-4
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 2-A-4
evidencing an interest in a Trust consisting primarily of two loan groups (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, 2001
First Distribution Date: October 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $19,309,558.00
Pass-Through Rate: Floating
CUSIP No.: 060506 3V 2
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Bank of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated September 25, 2001 (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.
The Pass-Through Rate applicable with respect to the Distribution Date in
October 2001 will be 4.330% per annum, and on each subsequent Distribution Date
shall be determined as provided in the Pooling and Servicing Agreement.
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.
* * *
EXHIBIT A-2-A-5
[FORM OF FACE OF CLASS 0-X-0 XXXXXXXXXXX]
XXXX XX XXXXXXX MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 2-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.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 2-A-5
evidencing an interest in a Trust consisting primarily of two loan groups (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, 2001
First Distribution Date: October 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $6,951,442.00
Pass-Through Rate: Inverse Floating
CUSIP No.: 060506 3W 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 25, 2001 (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.
The Pass-Through Rate applicable with respect to the Distribution Date in
October 2001 will be 11.5833% per annum, and on each subsequent Distribution
Date shall be determined as provided in the Pooling and Servicing Agreement.
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.
* * *
EXHIBIT A-2-A-6
[FORM OF FACE OF CLASS 0-X-0 XXXXXXXXXXX]
XXXX XX XXXXXXX MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 2-A-6
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 2-A-6
evidencing an interest in a Trust consisting primarily of two loan groups (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, 2001
First Distribution Date: October 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $11,019,090.00
Pass-Through Rate: Floating
CUSIP No.: 060506 3X 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 25, 2001 (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.
The Pass-Through Rate applicable with respect to the Distribution Date in
October 2001 will be 3.01375% per annum, and on each subsequent Distribution
Date shall be determined as provided in the Pooling and Servicing Agreement.
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.
* * *
EXHIBIT A-2-A-7
[FORM OF FACE OF CLASS 0-X-0 XXXXXXXXXXX]
XXXX XX XXXXXXX MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 2-A-7
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE 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.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 2-A-7
evidencing an interest in a Trust consisting primarily of two loan groups (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, 2001
First Distribution Date: October 25, 2001
Initial Notional
Amount of this
Certificate
("Denomination"): $
Initial Notional
Amount of this Class: $11,019,090.00
Pass-Through Rate: Inverse Floating
CUSIP No.: 060506 3Y 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 Notional Amount 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 25, 2001 (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 Class 2-A-7 Certificate is not entitled to any distributions with
respect to principal on the Mortgage Loans in the Trust.
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.
The Pass-Through Rate applicable with respect to the Distribution Date in
October 2001 will be 5.48625% per annum, and on each subsequent Distribution
Date shall be determined as provided in the Pooling and Servicing Agreement.
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.
* * *
EXHIBIT B-1-B-1
[FORM OF FACE OF CLASS 1-B-1 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 1-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 GROUP 1-A
CERTIFICATES AND THE CLASS 1-A-PO COMPONENT AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 1-B-1
evidencing an interest in a Trust consisting primarily of two loan groups (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, 2001
First Distribution Date: October 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $7,054,000.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 4A 7
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Bank of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated September 25, 2001 (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.
* * *
EXHIBIT B-1-B-2
[FORM OF FACE OF CLASS 1-B-2 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 1-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 GROUP 1-A
CERTIFICATES, CLASS 1-A-PO COMPONENT AND CLASS 1-B-1 CERTIFICATES AS DESCRIBED
IN THE POOLING AND SERVICING AGREEMENT.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 1-B-2
evidencing an interest in a Trust consisting primarily of two loan groups (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, 2001
First Distribution Date: October 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $2,565,000.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 4B 5
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Bank of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated September 25, 2001 (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.
* * *
EXHIBIT B-1-B-3
[FORM OF FACE OF CLASS 1-B-3 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 1-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 GROUP 1-A
CERTIFICATES, CLASS 1-A-PO COMPONENT, CLASS 1-B-1 AND CLASS 1-B-2 CERTIFICATES
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 1-B-3
evidencing an interest in a Trust consisting primarily of two loan groups (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, 2001
First Distribution Date: October 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,710,000.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 4C 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 25, 2001 (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.
* * *
EXHIBIT B-1-B-4
[FORM OF FACE OF CLASS 1-B-4 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 1-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 GROUP 1-A
CERTIFICATES, CLASS 1-A-PO COMPONENT, CLASS 1-B-1, CLASS 1-B-2 AND CLASS 1-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.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 1-B-4
evidencing an interest in a Trust consisting primarily of two loan groups (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, 2001
First Distribution Date: October 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,069,000.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 4J 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 25, 2001 (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.
* * *
EXHIBIT B-1-B-5
[FORM OF FACE OF CLASS 1-B-5 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 1-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 GROUP 1-A
CERTIFICATES, CLASS 1-A-PO COMPONENT, CLASS 1-B-1, CLASS 1-B-2, CLASS 1-B-3 AND
CLASS 1-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.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 1-B-5
evidencing an interest in a Trust consisting primarily of two loan groups (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, 2001
First Distribution Date: October 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $642,000.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 4K 5
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Bank of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated September 25, 2001 (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.
* * *
EXHIBIT B-1-B-6
[FORM OF FACE OF CLASS 1-B-6 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 1-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 GROUP 1-A
CERTIFICATES, CLASS 1-A-PO COMPONENT, CLASS 1-B-1, CLASS 1-B-2, CLASS 1-B-3,
CLASS 1-B-4 AND CLASS 1-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.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 1-B-6
evidencing an interest in a Trust consisting primarily of two loan groups (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, 2001
First Distribution Date: October 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $855,689.46
Pass-Through Rate: 6.750%
CUSIP No.: 060506 4L 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 25, 2001 (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.
* * *
EXHIBIT B-2-B-1
[FORM OF FACE OF CLASS 2-B-1 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 2-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 GROUP 2-A
CERTIFICATES AND THE CLASS 2-A-PO COMPONENT AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 2-B-1
evidencing an interest in a Trust consisting primarily of two loan groups (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, 2001
First Distribution Date: October 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $705,000.00
Pass-Through Rate: 6.250%
CUSIP No.: 060506 4D 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 25, 2001 (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.
* * *
EXHIBIT B-2-B-2
[FORM OF FACE OF CLASS 2-B-2 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 2-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 GROUP 2-A
CERTIFICATES, CLASS 2-A-PO COMPONENT AND CLASS 2-B-1 CERTIFICATES AS DESCRIBED
IN THE POOLING AND SERVICING AGREEMENT.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 2-B-2
evidencing an interest in a Trust consisting primarily of two loan groups (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, 2001
First Distribution Date: October 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $302,000.00
Pass-Through Rate: 6.250%
CUSIP No.: 060506 4E 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 25, 2001 (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.
* * *
EXHIBIT B-2-B-3
[FORM OF FACE OF CLASS 2-B-3 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 2-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 GROUP 2-A
CERTIFICATES, CLASS 2-A-PO COMPONENT, CLASS 2-B-1 AND CLASS 2-B-2 CERTIFICATES
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 2-B-3
evidencing an interest in a Trust consisting primarily of two loan groups (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, 2001
First Distribution Date: October 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $202,000.00
Pass-Through Rate: 6.250%
CUSIP No.: 060506 4F 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 25, 2001 (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.
* * *
EXHIBIT B-2-B-4
[FORM OF FACE OF CLASS 2-B-4 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 2-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 GROUP 2-A
CERTIFICATES, CLASS 2-A-PO COMPONENT, CLASS 2-B-1, CLASS 2-B-2 AND CLASS 2-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.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 2-B-4
evidencing an interest in a Trust consisting primarily of two loan groups (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, 2001
First Distribution Date: October 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $101,000.00
Pass-Through Rate: 6.250%
CUSIP No.: 060506 4M 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 25, 2001 (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.
* * *
EXHIBIT B-2-B-5
[FORM OF FACE OF CLASS 2-B-5 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 2-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 GROUP 2-A
CERTIFICATES, CLASS 2-A-PO COMPONENT, CLASS 2-B-1, CLASS 2-B-2, CLASS 2-B-3 AND
CLASS 2-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.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 2-B-5
evidencing an interest in a Trust consisting primarily of two loan groups (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, 2001
First Distribution Date: October 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $101,000.00
Pass-Through Rate: 6.250%
CUSIP No.: 060506 4N 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 25, 2001 (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.
* * *
EXHIBIT B-2-B-6
[FORM OF FACE OF CLASS 2-B-6 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 2-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 GROUP 2-A
CERTIFICATES, CLASS 2-A-PO COMPONENT, CLASS 2-B-1, CLASS 2-B-2, CLASS 2-B-3,
CLASS 2-B-4 AND CLASS 2-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.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-10
Class 2-B-6
evidencing an interest in a Trust consisting primarily of two loan groups (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, 2001
First Distribution Date: October 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $100,981.94
Pass-Through Rate: 6.250%
CUSIP No.: 060506 4P 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 25, 2001 (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.
* * *
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 aggregate Stated Principal Balance
is less than 10% of the aggregate aggregate Cut-Off Date 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 such Mortgage
Loans at a purchase price determined as provided in the Pooling and Servicing
Agreement. The 10% may be reduced by an amendment to the Pooling and Servicing
Agreement without Certificateholder consent under certain conditions set forth
in the Pooling and Servicing Agreement. In the event that no such optional
repurchase 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 Xxxxxx X.
Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx,
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.
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
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.
EXHIBIT D-1
LOAN GROUP 1 MORTGAGE LOAN SCHEDULE
Bank of America Mortgage
BOAMS 2001-10
Group I: 30 YEAR
Mortgage Loan Schedule
LOAN ZIP PROPERTY LOAN DOC ORIG
NUMBER STATE CODE TYPE OCCUPANCY PURPOSE TYPE LTV CLTV
---------- ----- ----- ------------- --------- -------- ------- ------ ----
0028974327 VA 20132 Single Family Primary Refinance Reduced 45.38 45.35
0029208014 VA 20171 PUD Primary Purchase Standard 84.94 84.87
0029425618 XX 00000 Single Family Primary Refinance Standard 85.22 85.10
0029464393 GA 30350 PUD Primary Purchase Reduced 80.00 79.63
0029482973 XX 00000 Single Family Primary Refinance Reduced 72.56 72.32
0029547304 VA 22033 PUD Primary Purchase Reduced 53.41 53.23
0029585882 VA 23456 Single Family Primary Refinance Reduced 90.00 89.86
0029591468 CO 81632 PUD Primary Refinance Standard 75.00 74.83
0029608577 VA 20112 PUD Primary Purchase Reduced 79.99 79.88
0029622883 GA 30022 PUD Primary Refinance Standard 72.75 70.80
0029628765 AL 35213 Single Family Primary Refinance Reduced 62.60 62.40
0029664802 VA 22207 Single Family Primary Refinance Reduced 49.31 49.18
0029665114 VA 20120 PUD Primary Purchase Reduced 79.99 79.88
0029665288 VA 23509 PUD Primary Purchase Standard 80.00 79.80
0029668001 VA 20120 PUD Primary Purchase Standard 79.91 79.72
0029672698 NJ 08202 Single Family Secondary Refinance Standard 40.28 40.16
0029674033 TN 37922 PUD Primary Purchase Standard 80.00 79.87
0029674645 XX 00000 Single Family Primary Refinance Standard 72.78 72.65
0029674678 GA 30342 Single Family Primary Refinance Reduced 50.79 50.75
0029678075 VA 20175 PUD Primary Purchase Reduced 64.82 64.77
0029681459 GA 30327 Single Family Primary Purchase Standard 80.00 79.81
0029681483 SC 29438 Single Family Primary Refinance Standard 36.92 36.82
0029681996 VA 23451 Townhouse Primary Refinance Standard 74.80 74.68
0029683737 TX 78209 Single Family Primary Refinance Standard 62.56 62.46
0029684073 CO 80220 Single Family Primary Refinance Standard 68.18 68.12
0029684412 VA 20120 PUD Primary Purchase Standard 79.76 79.70
0029684966 SC 29455 PUD Primary Refinance Standard 16.12 16.11
0029685047 TX 78620 PUD Primary Purchase Reduced 90.00 89.85
0029689650 VA 22309 Single Family Primary Purchase Standard 79.99 79.86
0029690054 VA 20175 Single Family Primary Cash-out Refinance Reduced 57.97 57.88
0029693017 MN 55066 Single Family Primary Cash-out Refinance Reduced 67.58 67.47
0029693074 OR 97232 Single Family Primary Purchase Reduced 79.77 79.65
0029700127 MD 20817 Single Family Primary Refinance Reduced 78.42 78.24
0029706355 VA 20132 Single Family Primary Refinance Reduced 74.37 74.25
0029706959 FL 32541 Condominimum Secondary Purchase Standard 80.00 79.81
0029707049 VA 20147 PUD Primary Purchase Standard 79.99 79.87
0029708138 AL 35223 Single Family Primary Cash-out Refinance Reduced 75.00 74.88
0029708450 VA 22207 Single Family Primary Purchase Reduced 80.00 79.39
0029711363 XX 00000 Single Family Primary Refinance Reduced 80.00 80.00
0029711777 VA 23451 Single Family Secondary Purchase Standard 80.00 79.93
0029721263 TX 77025 Townhouse Primary Purchase Reduced 89.99 89.76
0029721271 IL 60185 Single Family Primary Refinance Reduced 89.98 89.78
0029724267 NV 89480 Single Family Secondary Refinance Reduced 79.77 79.25
0029725926 VA 22124 PUD Primary Purchase Reduced 79.99 79.87
0029729225 CO 80465 PUD Primary Purchase Reduced 79.99 79.81
0029730264 TX 75230 PUD Primary Purchase Reduced 46.57 46.54
0029731379 MA 01460 Single Family Primary Refinance Standard 80.00 79.55
0029731429 VA 22182 PUD Primary Refinance Standard 69.15 68.61
0029731619 CT 06032 Single Family Primary Refinance Standard 74.95 74.33
0029733755 MA 02176 Single Family Primary Purchase Reduced 80.00 79.81
0029734712 IL 60175 Single Family Primary Refinance Standard 73.18 73.01
0029735800 MN 55424 Single Family Primary Refinance Standard 77.50 77.50
0029736642 TX 77005 Single Family Primary Purchase Standard 80.00 80.00
0029736741 VA 20112 PUD Primary Purchase Reduced 79.98 79.86
0029736766 AL 35226 Single Family Primary Purchase Standard 80.00 79.94
0029740594 CO 80107 PUD Primary Refinance Reduced 80.00 79.87
0029740610 CO 80304 PUD Primary Purchase Reduced 77.36 77.25
0029742285 MD 20777 Single Family Primary Purchase Reduced 78.51 78.38
0029743994 CO 80129 PUD Primary Purchase Standard 87.71 87.71
0029745437 SC 29206 Single Family Primary Cash-out Refinance Reduced 80.00 79.93
0029748241 AL 35640 Single Family Primary Refinance Reduced 85.00 84.93
0029748340 IL 60022 Single Family Primary Refinance Reduced 77.17 76.99
0029748498 MD 20855 PUD Primary Purchase Reduced 80.00 79.75
0029748548 VA 20147 Single Family Primary Refinance Reduced 78.07 77.89
0029748746 VA 22180 Single Family Primary Purchase Reduced 80.00 79.88
0029748787 VA 20191 Single Family Primary Purchase Reduced 80.00 79.87
0029750148 VA 22032 PUD Primary Purchase Reduced 80.00 79.81
0029750205 CT 06807 Single Family Primary Refinance Reduced 51.42 51.31
0029750247 MD 20817 PUD Primary Refinance Reduced 60.57 60.43
0029750437 VA 22302 Single Family Primary Purchase Reduced 80.00 79.81
0029750890 VA 20171 PUD Primary Refinance Reduced 80.00 79.87
0029751047 VA 20175 PUD Primary Refinance Reduced 79.15 78.91
0029751187 VA 22201 Single Family Primary Purchase Reduced 80.00 79.82
0029751708 VA 22066 Single Family Primary Refinance Reduced 80.00 79.81
0029751807 KS 66606 Single Family Primary Refinance Reduced 80.00 79.94
0029751823 VA 22032 PUD Primary Purchase Reduced 80.00 79.81
0029751856 VA 22101 Single Family Primary Refinance Reduced 49.10 48.78
0029751880 VA 20191 PUD Primary Purchase Reduced 80.00 79.79
0029752581 VA 22207 Single Family Primary Purchase Standard 80.00 79.86
0029752631 NY 11977 Single Family Secondary Purchase Standard 79.59 79.38
0029755311 VA 20120 PUD Primary Purchase Standard 79.99 79.93
0029755386 MN 55437 Single Family Primary Purchase Reduced 76.19 76.12
0029755394 OR 97202 Single Family Primary Purchase Reduced 80.00 79.93
0029755519 GA 31052 Single Family Primary Purchase Standard 73.77 73.66
0029755568 TX 76016 PUD Primary Refinance Reduced 54.05 53.97
0029755667 CT 06430 Single Family Primary Purchase Reduced 77.37 77.19
0029756509 VA 22033 PUD Primary Purchase Reduced 76.14 76.08
0029758638 VA 22304 PUD Primary Refinance Standard 79.01 78.82
0029758778 VA 22308 Single Family Primary Refinance Reduced 80.00 79.81
0029758984 GA 31522 Single Family Primary Refinance Standard 59.55 59.46
0029759404 VA 22554 PUD Primary Refinance Standard 80.00 79.80
0029759651 VA 23452 Single Family Primary Purchase Standard 78.99 78.99
0029759693 NC 27410 Single Family Primary Purchase Standard 80.00 79.93
0029760121 VA 20171 PUD Primary Purchase Standard 79.21 79.03
0029760196 VA 20147 PUD Primary Refinance Standard 77.31 77.14
0029760626 MD 20816 Single Family Primary Cash-out Refinance Standard 62.97 62.81
0029761723 TX 78730 PUD Primary Purchase Reduced 80.00 79.87
0029761921 IN 46055 Single Family Primary Cash-out Refinance Reduced 52.00 52.00
0029762408 MN 55340 Single Family Primary Purchase Reduced 80.00 79.94
0029763141 XX 00000 PUD Primary Purchase Reduced 80.00 79.94
0029764529 VA 22182 Single Family Primary Refinance Standard 72.39 72.22
0029764818 VA 20120 PUD Primary Cash-out Refinance Reduced 75.00 74.83
0029764867 VA 20147 PUD Primary Purchase Reduced 80.00 79.79
0029764883 VA 22066 PUD Primary Purchase Reduced 80.00 79.81
0029768900 OH 45459 Single Family Primary Purchase Reduced 80.00 79.15
0029768991 GA 30213 Single Family Primary Refinance Standard 80.00 79.81
0029769007 XX 00000 Single Family Primary Refinance Standard 76.22 75.77
0029771227 MN 55116 Single Family Primary Refinance Reduced 80.00 79.80
0029773918 MN 56636 Single Family Primary Purchase Standard 90.00 89.46
0029773975 OR 97702 Single Family Primary Purchase Standard 80.00 79.79
0029774312 MN 55416 Single Family Primary Cash-out Refinance Standard 80.00 79.82
0029774767 AZ 85255 PUD Primary Purchase Standard 80.00 79.88
0029777679 GA 30215 Single Family Primary Refinance Standard 55.45 55.34
0029777695 TX 77382 PUD Primary Purchase Reduced 68.91 68.75
0029778263 UT 84020 Single Family Primary Refinance Standard 75.18 75.00
0029779204 FL 33330 PUD Primary Purchase Reduced 79.99 79.93
0029779246 IL 60010 Single Family Primary Purchase Standard 80.00 79.94
0029779410 PA 17601 Single Family Primary Purchase Standard 80.00 79.88
0029779436 VA 22044 Single Family Primary Purchase Standard 80.00 79.79
0029780483 TX 78664 PUD Primary Purchase Standard 80.00 79.87
0029781390 CA 92860 Single Family Primary Cash-out Refinance Reduced 80.00 79.94
0029781416 CA 90631 Single Family Primary Cash-out Refinance Reduced 73.10 73.05
0029781432 MN 55401 Condominimum Primary Purchase Reduced 79.97 79.85
0029781556 AR 72653 Single Family Primary Refinance Standard 89.74 89.67
0029781564 CA 91403 Single Family Primary Purchase Standard 90.00 89.92
0029781598 NV 89423 Single Family Primary Refinance Standard 69.93 69.77
0029781606 CA 90275 Single Family Primary Purchase Standard 61.42 61.33
0029781614 IL 60062 Single Family Primary Purchase Standard 80.00 79.94
0029781622 CA 90630 Single Family Primary Refinance Reduced 80.00 79.94
0029781648 CA 90005 Single Family Primary Refinance Standard 75.00 74.94
0029781655 CA 91326 Single Family Primary Purchase Standard 79.98 79.86
0029781663 CA 95219 PUD Primary Purchase Standard 89.98 89.91
0029781671 CA 91326 Single Family Primary Purchase Standard 89.97 89.84
0029781705 CA 90019 Single Family Primary Purchase Standard 89.97 89.90
0029781754 CA 90505 PUD Primary Purchase Standard 79.98 79.92
0029781762 CA 90036 Single Family Primary Refinance Standard 80.00 79.93
0029781770 TX 78759 PUD Primary Purchase Reduced 80.00 79.93
0029781788 CA 90503 Condominimum Primary Purchase Standard 80.00 79.88
0029781796 CO 80906 Single Family Primary Purchase Standard 80.00 79.93
0029781804 CA 91011 Single Family Primary Refinance Standard 72.50 72.44
0029781812 CO 80908 Single Family Primary Purchase Standard 79.38 79.32
0029781838 CA 90019 Single Family Primary Refinance Standard 80.00 79.94
0029781853 CA 91504 Single Family Primary Purchase Standard 90.00 89.93
0029781861 CA 95747 PUD Primary Purchase Standard 84.99 84.92
0029781879 CA 91320 Single Family Primary Refinance Reduced 80.00 79.88
0029781887 MN 55331 Single Family Primary Purchase Reduced 80.00 79.93
0029781895 CA 90703 Single Family Primary Cash-out Refinance Reduced 80.00 79.94
0029782000 CA 95602 PUD Primary Purchase Standard 79.99 79.87
0029782018 FL 33029 PUD Primary Purchase Standard 79.98 79.86
0029782026 CA 93021 PUD Primary Purchase Standard 79.99 79.85
0029782034 CA 92602 PUD Primary Purchase Standard 79.98 79.92
0029782042 CA 94503 Single Family Primary Purchase Standard 79.99 79.93
0029782059 TX 78759 PUD Primary Purchase Reduced 80.00 79.93
0029782067 CA 94513 PUD Primary Cash-out Refinance Standard 80.00 79.87
0029782075 CA 91208 PUD Primary Purchase Reduced 80.00 79.94
0029782091 CA 92602 PUD Primary Purchase Standard 79.99 79.93
0029782109 CA 91381 PUD Primary Purchase Standard 79.99 79.87
0029782125 FL 33180 Condominimum Primary Refinance Standard 75.00 74.94
0029782166 CA 95762 Single Family Primary Cash-out Refinance Reduced 75.00 74.94
0029782174 CA 95254 Single Family Primary Purchase Reduced 80.00 79.87
0029782224 MN 55901 Single Family Primary Purchase Reduced 80.00 79.87
0029782232 CA 92694 PUD Primary Purchase Standard 79.98 79.92
0029782240 CA 93117 Single Family Primary Cash-out Refinance Stated 69.38 69.28
0029782265 CA 92833 Single Family Primary Purchase Standard 79.22 79.16
0029782315 TX 76092 PUD Primary Purchase Standard 79.21 79.14
0029782372 CA 94555 PUD Primary Purchase Standard 79.99 79.75
0029782414 XX 00000 Single Family Primary Refinance Standard 80.00 79.94
0029782505 CA 91367 Single Family Primary Purchase Standard 80.00 79.93
0029782513 CA 92610 PUD Primary Purchase Standard 80.00 79.87
0029782521 CA 95476 Single Family Primary Refinance Standard 78.30 78.18
0029782539 CA 90503 PUD Primary Purchase Standard 79.98 79.85
0029782554 CA 91201 Single Family Primary Purchase Standard 79.50 79.38
0029782562 CA 95124 Single Family Primary Cash-out Refinance Standard 70.00 69.94
0029782570 CA 91773 PUD Primary Purchase Standard 80.00 79.91
0029782588 CA 91011 Single Family Primary Purchase Reduced 80.00 79.94
0029782596 CO 80550 PUD Primary Purchase Reduced 78.36 78.25
0029782620 CA 95476 Single Family Primary Refinance Standard 52.78 52.74
0029782638 CA 92861 Single Family Primary Cash-out Refinance Standard 68.60 68.55
0029782646 CA 90036 Single Family Primary Purchase Standard 80.00 79.88
0029782737 MI 48197 Single Family Primary Cash-out Refinance Standard 75.00 74.87
0029787009 IL 60564 PUD Primary Purchase Standard 79.99 79.93
0029787371 MO 63131 PUD Primary Purchase Reduced 73.46 73.46
0099035362 CA 91914 PUD Primary Purchase Reduced 79.83 79.65
0099046765 NC 28117 Single Family Primary Refinance Reduced 85.90 84.84
0099052730 MD 20685 Single Family Primary Purchase Standard 80.00 79.79
0099053423 VA 22304 PUD Primary Purchase Reduced 94.98 94.84
0099056806 CA 92122 Single Family Primary Refinance Standard 70.65 70.60
0099057135 CT 06870 Single Family Primary Purchase Standard 80.00 79.86
0099057796 VA 22046 Single Family Primary Purchase Standard 80.00 79.93
0099057804 VA 20181 PUD Primary Purchase Reduced 80.00 79.93
0099059420 GA 30075 PUD Primary Purchase Reduced 61.23 61.18
0099061277 VA 23113 Single Family Primary Refinance Standard 78.79 78.72
0099061525 VA 20169 PUD Primary Purchase Reduced 79.81 79.68
0099062648 MD 20833 Single Family Primary Refinance Reduced 79.16 79.10
0099063984 OR 97229 Single Family Primary Purchase Standard 80.00 79.94
0099066870 CO 81623 PUD Primary Purchase Reduced 80.00 79.88
0099067258 CA 92683 PUD Primary Purchase Standard 79.99 79.99
0099067886 CA 95136 PUD Primary Cash-out Refinance Reduced 65.55 65.44
0099068496 VA 22181 PUD Primary Purchase Reduced 79.99 79.93
0099068769 CA 94065 Condominimum Primary Cash-out Refinance Standard 62.50 62.44
0099071045 VA 20120 PUD Primary Purchase Reduced 79.04 78.91
0099071508 GA 30080 PUD Primary Purchase Standard 79.99 79.93
0099071573 SC 29615 Single Family Primary Cash-out Refinance Standard 70.00 69.94
0099072340 XX 00000 Single Family Primary Refinance Reduced 64.43 64.33
0099072480 NC 27018 Single Family Primary Cash-out Refinance Standard 69.40 69.40
0099072951 TX 77401 Single Family Primary Purchase Standard 75.80 75.74
0099073025 VA 22101 Single Family Primary Purchase Reduced 95.00 94.92
0099073504 MA 02421 Single Family Primary Cash-out Refinance Reduced 65.40 65.35
0099073710 VA 22032 PUD Primary Purchase Reduced 80.00 79.93
0099074056 TX 75225 Single Family Primary Refinance Standard 62.20 62.15
0099074148 CA 92037 Condominimum Primary Purchase Standard 80.00 80.00
0099074346 CA 94547 PUD Primary Purchase Standard 80.00 79.94
0099074411 NC 27514 PUD Primary Refinance Standard 63.59 63.54
0099074627 CO 80908 Single Family Primary Refinance Standard 62.20 62.05
0099074791 FL 32951 Single Family Primary Refinance Standard 43.33 43.30
0099075541 CA 91786 Single Family Primary Cash-out Refinance Standard 75.00 74.94
0099075582 LA 70810 Single Family Primary Refinance Standard 76.44 76.35
0099075848 NC 27106 Single Family Primary Purchase Reduced 95.00 94.92
0099076796 VA 20148 PUD Primary Purchase Standard 80.00 79.93
0099076804 CO 80304 PUD Primary Purchase Standard 89.18 89.12
0099076903 CA 92692 PUD Primary Purchase Standard 79.99 79.92
0099079048 CA 95762 PUD Primary Refinance Standard 50.00 49.95
0099079378 TX 75219 High-Rise Condo Primary Purchase Standard 65.00 64.90
0099079451 CO 80129 PUD Primary Purchase Reduced 79.99 79.87
0099079758 CO 80122 PUD Primary Purchase Standard 80.00 79.94
0099079774 CA 95123 Single Family Primary Purchase Reduced 80.00 79.93
0099080376 VA 20147 PUD Primary Purchase Reduced 79.99 79.93
0099080392 XX 00000 Single Family Primary Cash-out Refinance Standard 59.09 59.04
0099081184 GA 30012 Single Family Primary Refinance Standard 89.90 89.90
0099084998 CO 80004 PUD Primary Purchase Standard 80.00 79.19
0099085318 VA 23451 Single Family Primary Refinance Standard 80.00 79.93
0099085409 IL 60302 Single Family Primary Cash-out Refinance Standard 75.00 74.94
0099085540 NC 28078 PUD Primary Purchase Reduced 79.93 79.87
0099085789 GA 30135 PUD Primary Purchase Standard 89.85 89.71
0099085821 TX 76248 PUD Primary Purchase Reduced 79.95 79.89
0099085938 AL 35209 Single Family Primary Purchase Standard 80.00 79.94
0099087645 TX 75025 PUD Primary Purchase Standard 79.99 79.87
0099087744 AL 35768 Single Family Secondary Purchase Standard 75.00 74.94
0099087876 SC 29206 Single Family Primary Cash-out Refinance Standard 61.84 61.74
0099088247 CO 80004 Single Family Primary Cash-out Refinance Standard 57.50 57.45
0099088270 CA 95409 Single Family Primary Purchase Standard 54.99 54.99
0099089237 VA 22309 PUD Primary Refinance Standard 73.19 73.13
0099089260 NC 28277 PUD Primary Cash-out Refinance Standard 76.43 76.36
0099089542 CA 92315 Single Family Primary Refinance Standard 75.47 75.41
0099089765 CA 96150 Single Family Primary Cash-out Refinance Standard 42.20 42.20
0099091340 VA 23456 PUD Primary Refinance Reduced 79.97 79.91
0099091423 TN 37064 Single Family Primary Purchase Standard 80.00 79.91
0099091647 MA 02458 Single Family Primary Refinance Standard 53.59 53.59
0099091704 NV 89128 PUD Primary Refinance Standard 63.53 63.53
0099092009 FL 33156 Single Family Primary Cash-out Refinance Standard 36.36 36.33
0099092017 CA 93065 PUD Primary Purchase Standard 79.97 79.84
0099092058 TX 75034 PUD Primary Refinance Standard 78.40 78.40
0099093320 VA 22079 PUD Primary Purchase Standard 79.99 79.92
0099093353 AL 36695 Single Family Primary Cash-out Refinance Reduced 76.34 76.28
0099093734 TX 75070 PUD Primary Purchase Reduced 79.99 79.93
0099093874 CO 80123 PUD Primary Refinance Reduced 73.30 73.25
0099094138 NJ 08054 Single Family Primary Refinance Standard 77.14 77.01
0099094625 TX 78006 Two Family Primary Refinance Reduced 74.40 74.40
0099094930 CA 92656 PUD Primary Purchase Standard 79.99 79.99
0099095911 NC 27358 PUD Primary Purchase Reduced 80.00 79.93
0099096273 CO 80218 Single Family Primary Cash-out Refinance Reduced 70.68 70.68
0099096620 MA 01776 Single Family Primary Cash-out Refinance Standard 38.21 38.18
0099097081 CO 80132 PUD Primary Purchase Reduced 90.00 89.92
0099097172 CA 91362 Single Family Primary Cash-out Refinance Standard 65.21 65.21
0099097313 XX 00000 Condominimum Primary Refinance Reduced 76.50 76.44
0099097560 TN 37215 Single Family Primary Purchase Standard 80.00 79.85
0099098071 CA 94107 High-Rise Condo Primary Purchase Standard 80.00 79.86
0099098618 CA 90503 Single Family Primary Purchase Reduced 79.34 79.28
0099099202 FL 32835 PUD Primary Refinance Standard 80.00 79.86
0099099251 CT 06877 Single Family Primary Purchase Standard 80.00 79.93
0099099343 VA 22307 Single Family Primary Refinance Standard 79.81 79.75
0099099368 CO 80304 Single Family Primary Cash-out Refinance Standard 68.16 68.16
0099099384 IL 60614 Condominimum Primary Cash-out Refinance Standard 68.75 68.65
0099100075 VA 22039 PUD Primary Purchase Reduced 79.99 79.93
0099100232 CO 80908 PUD Primary Cash-out Refinance Standard 68.88 68.88
0099100273 MD 20882 Single Family Primary Purchase Standard 80.00 79.93
0099100448 GA 30269 PUD Primary Purchase Reduced 79.99 79.99
0099100497 CA 92211 PUD Primary Purchase Reduced 79.79 79.73
0099100943 CA 92625 Condominimum Primary Purchase Standard 80.00 79.94
0099101107 CO 80919 Single Family Primary Refinance Reduced 75.00 74.90
0099101149 NM 87048 Single Family Primary Refinance Standard 73.76 73.76
0099101172 CA 92131 PUD Primary Purchase Reduced 63.75 63.75
0099101180 CA 93950 Single Family Primary Cash-out Refinance Standard 53.57 53.57
0099101362 AL 35226 PUD Primary Refinance Reduced 73.24 73.18
0099101552 CA 91501 Single Family Primary Purchase Reduced 80.00 79.94
0099101925 TX 75028 PUD Primary Purchase Standard 79.99 79.94
0099102923 CA 90631 Single Family Primary Purchase Standard 79.53 79.32
0099103350 CA 95358 Single Family Primary Refinance Standard 55.98 55.98
0099103368 CA 92677 Single Family Primary Cash-out Refinance Reduced 47.94 47.94
0099103418 CA 92606 PUD Primary Refinance Standard 78.15 78.09
0099103483 CA 94556 Single Family Primary Cash-out Refinance Standard 62.14 62.14
0099104101 TX 79407 Single Family Primary Purchase Standard 80.00 80.00
0099104135 CA 94521 PUD Primary Purchase Reduced 80.00 80.00
0099104606 CA 94402 PUD Primary Refinance Standard 64.15 64.09
0099104614 CA 95051 Single Family Primary Refinance Standard 51.57 51.57
0099104663 CA 92677 PUD Primary Cash-out Refinance Standard 67.24 67.18
0099104747 CA 95125 Single Family Primary Cash-out Refinance Standard 41.17 41.14
0099104804 CA 95035 PUD Primary Refinance Standard 59.59 59.54
0099105595 CO 80020 PUD Primary Refinance Reduced 57.50 57.50
0099105686 CA 92673 PUD Primary Purchase Standard 60.25 60.25
0099105801 CA 94503 Single Family Primary Purchase Standard 78.85 78.85
0099105892 CO 80014 PUD Primary Purchase Reduced 80.00 79.93
0099105942 VA 20171 PUD Primary Cash-out Refinance Reduced 74.56 74.50
0099106122 NC 27403 Single Family Primary Refinance Reduced 79.48 79.48
0099106254 TX 75209 Single Family Primary Refinance Standard 73.16 72.90
0099106551 CA 95066 Single Family Primary Purchase Reduced 80.00 80.00
0099106718 PA 15106 Single Family Primary Cash-out Refinance Standard 75.00 74.93
0099106734 TN 38017 PUD Secondary Purchase Standard 80.00 79.94
0099107294 SC 29630 Single Family Primary Refinance Standard 84.14 84.14
0099107310 XX 00000 Single Family Primary Purchase Standard 90.00 89.93
0099107344 VA 20105 Single Family Primary Purchase Standard 79.99 79.93
0099107633 OH 43004 Single Family Primary Purchase Reduced 80.00 79.94
0099108169 CO 80220 Single Family Primary Purchase Reduced 69.54 69.48
0099108367 CA 94549 Single Family Primary Refinance Standard 55.09 55.09
0099108490 CA 92592 Single Family Primary Cash-out Refinance Standard 63.63 63.58
0099108516 CA 95037 Single Family Primary Cash-out Refinance Standard 57.72 57.67
0099108730 TX 78258 PUD Primary Purchase Standard 80.00 79.93
0099109480 CA 90045 Single Family Primary Refinance Reduced 79.20 79.20
0099109498 CA 94521 PUD Primary Refinance Reduced 64.88 64.88
0099109548 CA 93111 Single Family Primary Cash-out Refinance Standard 73.19 73.19
0099109662 CA 91326 PUD Primary Purchase Standard 51.11 51.11
0099109787 TX 78006 PUD Primary Refinance Standard 75.78 75.66
0099110009 NV 89108 Single Family Primary Purchase Standard 79.99 79.94
0099110025 VA 23875 Single Family Primary Refinance Standard 91.66 91.66
0099110140 CA 94401 Single Family Primary Purchase Standard 79.89 79.89
0099110165 AZ 85016 PUD Primary Purchase Standard 80.00 79.94
0099110520 AL 36608 Single Family Primary Purchase Reduced 80.00 79.88
0099110579 CA 92131 PUD Primary Purchase Reduced 79.99 79.87
0099110751 CO 80304 PUD Primary Purchase Standard 52.62 52.58
0099111171 VA 20171 PUD Primary Purchase Standard 89.99 89.85
0099111205 VA 22314 PUD Primary Purchase Reduced 80.00 79.88
0099111213 TX 77554 PUD Secondary Purchase Reduced 80.00 79.94
0099111650 CO 80819 Single Family Primary Cash-out Refinance Reduced 75.00 75.00
0099112492 TN 38017 PUD Primary Purchase Reduced 90.00 89.93
0099112534 VA 22030 PUD Primary Purchase Reduced 79.19 79.13
0099113516 VA 23220 Single Family Primary Cash-out Refinance Standard 63.12 63.07
0099113599 OK 74137 PUD Primary Cash-out Refinance Standard 65.71 65.71
0099114399 MD 20878 PUD Primary Purchase Reduced 80.00 79.93
0099114894 VA 22027 Single Family Primary Refinance Reduced 77.47 77.40
0099115933 CO 80465 Single Family Primary Refinance Standard 47.65 47.61
0099116063 CO 80104 PUD Primary Purchase Standard 67.31 67.26
0099117327 CO 80920 PUD Primary Purchase Reduced 79.66 79.59
0099117640 CA 92037 Single Family Primary Cash-out Refinance Reduced 42.17 42.17
0099118036 VA 22003 PUD Primary Purchase Reduced 90.00 89.86
0099118077 CA 94402 Single Family Primary Purchase Standard 61.53 61.53
0099118218 CO 80203 Single Family Primary Refinance Reduced 72.60 72.60
0099118911 CA 94939 Single Family Primary Cash-out Refinance Standard 42.42 42.33
0099119026 CA 92025 Single Family Primary Refinance Reduced 62.50 62.50
0099119067 CA 92117 Single Family Primary Purchase Standard 90.00 90.00
0099119299 GA 31904 Single Family Primary Purchase Standard 77.82 77.76
0099119778 GA 30642 PUD Secondary Purchase Standard 75.00 75.00
0099119810 CA 90046 Two Family Primary Refinance Standard 80.00 80.00
0099120735 CA 95119 PUD Primary Purchase Reduced 80.00 80.00
0099121212 AL 35475 Single Family Primary Purchase Reduced 75.75 75.75
0099121295 TX 78070 PUD Primary Refinance Standard 80.00 79.94
0099121592 CA 92656 PUD Primary Purchase Standard 79.99 79.99
0099121717 GA 30041 PUD Primary Refinance Standard 89.21 89.21
0099122020 CO 80218 Single Family Primary Cash-out Refinance Reduced 60.25 60.25
0099122954 TX 78209 Single Family Primary Refinance Standard 80.00 79.93
0099123655 SC 29601 Single Family Primary Refinance Standard 80.00 79.93
0099123747 OR 97229 PUD Primary Purchase Reduced 51.72 51.72
0099124786 TN 38139 PUD Primary Purchase Standard 79.99 79.99
0099125395 GA 30040 PUD Primary Purchase Standard 79.99 79.99
0099126435 NV 89117 Single Family Primary Refinance Standard 80.00 80.00
0099127193 OR 97210 Single Family Primary Purchase Standard 65.52 65.52
0099128548 MN 55416 Single Family Primary Cash-out Refinance Reduced 80.00 80.00
0099128563 UT 84060 PUD Secondary Purchase Standard 80.00 80.00
0099128738 CA 91326 PUD Primary Purchase Standard 79.99 79.93
0099129967 TX 78738 PUD Primary Purchase Reduced 69.75 69.75
0099130429 CA 92064 Single Family Primary Cash-out Refinance Reduced 75.00 74.93
0099131096 CO 81655 PUD Primary Cash-out Refinance Standard 40.01 40.01
0099132326 CA 94306 Single Family Primary Purchase Reduced 80.00 80.00
0099135030 CO 80513 PUD Primary Cash-out Refinance Reduced 31.66 31.66
0099140675 CA 92029 Single Family Primary Purchase Reduced 80.00 79.94
0099141061 CO 80241 PUD Primary Refinance Reduced 79.89 79.89
0099144875 VA 22102 PUD Primary Purchase Reduced 69.99 69.99
0099145245 XX 00000 Single Family Primary Cash-out Refinance Reduced 66.99 66.94
0099151201 MO 63017 Single Family Primary Purchase Reduced 95.00 94.92
6000499308 SC 29575 PUD Primary Purchase Rapid 73.50 73.50
6000995867 CA 90034 Single Family Primary Cash-out Refinance Rapid 65.21 65.21
6001082038 GA 30087 Single Family Primary Purchase Rapid 80.00 79.92
6003041958 CA 94602 PUD Primary Purchase Rapid 80.00 80.00
6003986897 FL 33157 Single Family Primary Purchase Rapid 90.00 90.00
6005347486 IL 60540 Single Family Primary Cash-out Refinance Rapid 70.40 70.40
6005353708 PA 18966 PUD Primary Purchase Rapid 79.98 79.98
6008155332 CA 94577 Single Family Primary Purchase Rapid 80.00 80.00
0000000000 IL 60540 PUD Primary Purchase Rapid 75.90 75.90
6014244674 CA 91020 Single Family Primary Purchase Rapid 80.00 80.00
6014500083 TX 77381 PUD Primary Purchase Standard 79.99 79.99
6016400795 CA 94121 Three Family Primary Cash-out Refinance Standard 58.33 58.33
6017896256 MN 55387 Single Family Primary Refinance Rapid 80.00 80.00
6018618105 CA 94070 Single Family Primary Cash-out Refinance Standard 50.00 50.00
0000000000 CA 95131 Single Family Primary Cash-out Refinance Standard 73.39 73.39
6019086237 GA 30004 PUD Primary Purchase Rapid 75.92 75.92
6022397654 CA 90731 PUD Primary Refinance Standard 80.00 80.00
6022986274 TN 37027 PUD Primary Purchase Rapid 80.00 80.00
6023854646 TX 79707 Single Family Primary Refinance All Ready Home 63.26 63.26
6026638251 CA 90265 Single Family Primary Cash-out Refinance Standard 63.41 63.41
0000000000 AZ 85338 PUD Primary Refinance Rapid 80.00 79.93
6027295986 FL 33405 Single Family Primary Purchase Standard 80.00 80.00
6031234179 CA 94547 PUD Primary Purchase Standard 79.57 79.57
6031600718 SC 29607 PUD Primary Purchase Rapid 85.00 85.00
6031851519 VA 22026 PUD Primary Cash-out Refinance Standard 85.00 85.00
6033895837 FL 32233 Single Family Primary Cash-out Refinance Rapid 59.88 59.88
6035803011 CA 94116 Single Family Primary Purchase Rapid 80.00 80.00
6037453534 VA 22039 PUD Primary Refinance Standard 78.88 78.88
6040445279 XX 00000 PUD Primary Purchase Rapid 80.00 80.00
6040789403 CA 92067 Single Family Primary Refinance Standard 68.69 68.69
6041025286 CA 92679 PUD Primary Purchase Rapid 80.00 79.77
6044557780 CA 94025 Single Family Primary Cash-out Refinance Standard 59.81 59.81
6046818743 VA 22003 Single Family Primary Purchase Rapid 80.00 80.00
6050700399 PA 19087 Single Family Primary Purchase Rapid 80.00 80.00
6053091119 MO 63108 Single Family Primary Purchase Rapid 80.00 80.00
6054113698 CA 92663 Two Family Primary Refinance Standard 49.66 49.66
6054379539 XX 00000 PUD Primary Purchase Rapid 80.00 80.00
6056477927 CA 90808 Single Family Primary Purchase Reduced 80.00 79.94
6057565498 MD 20854 Single Family Primary Purchase Standard 74.28 74.28
6058358117 CA 92679 PUD Primary Refinance Standard 80.00 80.00
6058962116 CA 91030 Single Family Primary Purchase Rapid 80.00 80.00
6060218531 CA 94566 Single Family Primary Cash-out Refinance Rapid 52.91 52.91
6061083488 CA 95014 PUD Primary Cash-out Refinance Rapid 58.69 58.65
6062540692 CA 94122 Single Family Primary Purchase Rapid 76.47 76.47
6062611444 CA 92117 Single Family Primary Refinance Standard 73.71 73.71
6062714180 DC 20010 Single Family Primary Purchase Standard 75.58 75.45
6062821126 CA 94709 Single Family Primary Cash-out Refinance Standard 53.15 53.15
6064029843 CA 90278 Condominimum Primary Purchase Standard 80.00 80.00
6065995695 CA 95045 PUD Primary Refinance Rapid 46.70 46.70
0000000000 CO 80206 PUD Primary Cash-out Refinance Reduced 72.56 72.56
6067296456 DC 20015 Single Family Primary Refinance Standard 76.61 76.61
6070110421 CA 94107 High-Rise Condo Primary Purchase Standard 51.47 51.47
6071905589 CA 95377 Single Family Primary Purchase Standard 79.99 79.99
6072400838 CA 95030 Single Family Primary Cash-out Refinance Standard 53.57 53.57
6073946706 CA 92679 PUD Primary Purchase Standard 79.90 79.90
6074100832 CA 95122 Single Family Primary Refinance Standard 83.88 83.88
6077106349 CA 92673 PUD Primary Cash-out Refinance Rapid 79.26 79.26
6079486772 SC 29605 PUD Primary Purchase Rapid 90.00 90.00
6080683052 CO 80544 PUD Primary Purchase Standard 75.00 75.00
6082418036 MD 21403 PUD Primary Refinance Standard 80.00 80.00
6082542892 CA 94707 Single Family Primary Purchase Rapid 80.00 80.00
0000000000 CA 94611 Single Family Primary Purchase Standard 80.00 80.00
6083850120 CA 94002 Single Family Primary Purchase Standard 67.91 67.91
6084640157 CA 91107 Single Family Primary Purchase Rapid 75.00 75.00
6084674826 CA 90036 Single Family Primary Refinance Standard 64.38 64.38
6084927125 VA 22039 Single Family Primary Purchase Standard 70.42 70.42
6085561279 DC 20012 Single Family Primary Purchase Rapid 80.00 80.00
6086872964 CA 94523 PUD Primary Purchase Rapid 80.00 80.00
6087191570 CA 92128 Single Family Primary Purchase Standard 80.00 80.00
6087582661 CA 94550 Single Family Primary Purchase Rapid 66.04 65.99
6089139304 CA 95120 Single Family Primary Cash-out Refinance Standard 39.35 39.35
6090230365 CA 95033 Single Family Primary Refinance Rapid 51.50 51.50
6091286648 FL 33327 PUD Primary Purchase Standard 74.01 74.01
6096198814 IL 60010 Single Family Primary Refinance Rapid 78.84 78.84
6096930984 CA 95051 Single Family Primary Purchase Rapid 80.00 80.00
6096974826 MA 02045 Single Family Primary Refinance Standard 55.00 55.00
6098239939 MD 20878 Single Family Primary Purchase Rapid 80.00 80.00
6098821975 CA 95020 Single Family Primary Cash-out Refinance Rapid 73.43 73.43
6099925684 MO 63124 Single Family Primary Purchase Rapid 59.09 59.09
6101316492 CA 95037 Single Family Primary Cash-out Refinance Standard 53.21 53.17
6102542559 CA 95035 Single Family Primary Refinance Rapid 60.60 60.26
6102827455 CA 92620 Single Family Primary Refinance Rapid 70.68 70.68
6102920599 FL 34110 Condominimum Secondary Purchase Rapid 80.00 25.86
0000000000 CA 90211 Single Family Primary Refinance Rapid 53.08 53.08
6106184556 CA 90630 Single Family Primary Purchase Rapid 80.00 79.93
0000000000 CA 92120 Single Family Primary Cash-out Refinance Standard 70.00 70.00
6107531425 CA 92592 Single Family Primary Refinance Rapid 72.85 72.85
6107968718 CA 91773 Single Family Primary Purchase Rapid 80.00 80.00
6108067049 CA 90278 Condominimum Primary Purchase Rapid 80.00 79.94
6108725661 VA 22314 PUD Primary Purchase Rapid 53.33 53.33
6110769939 CA 95035 Single Family Primary Purchase Rapid 66.04 65.98
6110935019 CA 91105 Single Family Primary Refinance Standard 77.92 77.92
6110960272 CA 94404 Single Family Primary Purchase Rapid 80.00 80.00
6113784521 CA 95006 Single Family Primary Purchase Standard 90.00 90.00
0000000000 CA 94404 Single Family Primary Cash-out Refinance Rapid 50.86 50.86
6117055993 CA 90210 Single Family Primary Cash-out Refinance Rapid 18.60 18.60
0000000000 CA 92675 PUD Primary Cash-out Refinance Standard 70.00 70.00
0000000000 VT 05149 Single Family Secondary Refinance Rapid 64.00 63.95
6117734753 CA 94610 PUD Primary Purchase Rapid 78.31 78.25
6118431458 MN 55125 Single Family Primary Refinance Rapid 80.00 80.00
0000000000 CA 94501 Single Family Investor Refinance Standard 46.15 46.15
6120398695 FL 32082 Single Family Primary Refinance Standard 80.00 80.00
0000000000 CA 94941 Single Family Primary Cash-out Refinance Standard 61.90 61.85
6121088105 NV 89052 PUD Primary Purchase Standard 80.00 80.00
6121301227 CA 93103 Single Family Secondary Purchase Rapid 77.72 77.72
6123108471 CA 91301 Single Family Primary Refinance Rapid 67.50 67.50
6125206125 CA 95118 Single Family Primary Purchase Rapid 80.00 80.00
6125783115 CA 90254 Condominimum Primary Purchase Rapid 80.00 80.00
6126321055 CA 95401 Single Family Primary Purchase Rapid 80.00 79.93
6130040311 CA 94538 Single Family Primary Cash-out Refinance Standard 70.52 70.52
6134138962 TX 75077 PUD Primary Purchase Rapid 79.99 79.99
0000000000 FL 33629 Single Family Primary Refinance Standard 78.55 78.49
6137552334 NY 11204 Two Family Primary Purchase Standard 78.43 78.43
6142270013 SC 29322 Single Family Primary Cash-out Refinance Rapid 57.50 57.50
6142631875 OH 43110 Single Family Primary Refinance Rapid 76.52 76.52
6144387245 CA 95658 Single Family Primary Refinance Standard 80.00 80.00
6144924021 CA 95123 Single Family Primary Purchase Reduced 80.00 79.93
6145758634 CA 94552 PUD Primary Cash-out Refinance Standard 70.00 70.00
6148962878 CA 95129 Single Family Primary Refinance Standard 74.85 74.85
6149006014 CA 95124 Single Family Primary Purchase Standard 79.10 79.10
6150942016 CA 92618 PUD Primary Refinance Standard 74.48 74.48
6154777111 CA 92116 Single Family Primary Refinance Rapid 80.00 80.00
6159000592 CA 90027 Single Family Primary Cash-out Refinance Standard 56.25 56.25
6159338281 TN 37215 Single Family Primary Purchase Rapid 80.00 80.00
6160176068 VA 22032 Single Family Primary Purchase Standard 80.00 80.00
6164424225 MO 65686 Single Family Primary Refinance Standard 76.51 76.51
6165478535 CA 92677 PUD Primary Cash-out Refinance Standard 61.73 61.73
6167318317 KS 66208 PUD Primary Purchase Rapid 80.00 80.00
6168374657 CA 91604 Single Family Primary Refinance Rapid 72.90 72.79
6168576905 CA 91105 Single Family Primary Purchase Rapid 67.92 67.92
6168625389 CA 95442 Single Family Primary Refinance Rapid 80.00 80.00
6168810296 CA 95472 Single Family Primary Purchase Rapid 54.05 54.05
6169015515 CA 94526 Single Family Primary Purchase Rapid 80.00 80.00
6171150755 CA 92602 PUD Primary Purchase Standard 80.00 80.00
6174647484 CA 92673 Condominimum Secondary Refinance Standard 80.00 78.96
6177930960 SC 29464 PUD Primary Refinance Standard 74.79 74.79
6178613367 DC 20008 Single Family Primary Purchase Rapid 68.84 68.84
6179721888 CA 95603 Single Family Primary Purchase Rapid 95.00 95.00
6179880510 XX 00000 Single Family Primary Purchase Rapid 80.00 80.00
6181241198 CA 90068 Two Family Primary Purchase Standard 80.00 80.00
0000000000 VA 20124 Single Family Primary Cash-out Refinance Standard 52.94 52.94
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6187360620 GA 30024 PUD Primary Purchase Rapid 49.26 49.26
6188775560 NY 11030 Single Family Primary Purchase Rapid 41.66 41.66
6189058651 CA 91001 Single Family Primary Cash-out Refinance Rapid 73.82 73.82
0000000000 CA 92118 Single Family Primary Cash-out Refinance Standard 53.33 53.33
6196003146 CA 92657 PUD Primary Purchase Rapid 49.61 49.61
0000000000 CA 95122 Single Family Primary Purchase Standard 80.00 80.00
6197287169 CA 94043 Single Family Primary Refinance Rapid 65.65 65.60
6199478485 CA 94539 Single Family Primary Purchase Rapid 79.89 79.89
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0000000000 MD 20817 Single Family Primary Purchase Standard 79.99 79.99
6203909624 NY 11030 Single Family Primary Purchase Rapid 52.94 52.89
6204217738 NV 89523 Single Family Primary Refinance Rapid 69.78 69.78
6205531814 CA 92129 PUD Primary Cash-out Refinance Rapid 69.98 69.98
0000000000 CA 92124 Single Family Primary Refinance Rapid 72.88 72.88
6212970237 CA 94087 Single Family Primary Refinance Standard 70.83 70.83
0000000000 CA 94558 Single Family Primary Purchase Rapid 80.00 80.00
6217113908 CA 91030 Single Family Primary Purchase Rapid 80.00 80.00
6219262687 CA 95070 Single Family Primary Cash-out Refinance Standard 50.00 50.00
6219815120 CA 95376 Single Family Primary Cash-out Refinance Standard 48.70 48.70
6220179185 CT 06807 Single Family Primary Purchase Standard 75.00 75.00
6221657783 TX 75287 PUD Primary Purchase Standard 77.01 77.01
6222052224 CA 95060 Single Family Primary Cash-out Refinance Standard 53.69 53.69
6222436542 CA 94574 Single Family Primary Refinance Standard 68.12 68.12
6223730919 CA 95476 Single Family Primary Cash-out Refinance Standard 51.28 51.28
6227469738 CA 95136 Single Family Primary Purchase Standard 77.67 77.67
6228190812 VA 22003 PUD Primary Purchase Standard 80.00 80.00
6229463143 CA 94132 Single Family Primary Cash-out Refinance Standard 66.66 66.66
6230865989 CA 91423 Single Family Primary Purchase Standard 90.00 90.00
6231562882 CA 92009 PUD Primary Cash-out Refinance Rapid 74.57 74.57
6231623072 CA 94066 Single Family Primary Purchase Standard 80.00 80.00
6232871381 CA 95070 Single Family Primary Cash-out Refinance Rapid 47.61 47.61
6233232310 CA 92037 Condominimum Primary Purchase Standard 80.00 80.00
6236302623 NM 87114 Single Family Primary Refinance Standard 83.18 83.18
6236624653 NV 89509 Single Family Primary Refinance Standard 68.91 68.91
6240789302 CA 94596 Single Family Primary Cash-out Refinance Rapid 46.61 46.61
6241406401 CA 94515 Single Family Primary Purchase Standard 76.59 76.59
6243380620 CA 95054 Single Family Primary Purchase Standard 78.76 78.76
6245028607 CA 90277 Condominimum Primary Purchase Rapid 80.00 80.00
6250692180 CA 95073 Single Family Primary Refinance Standard 63.14 63.14
6252147647 CA 94703 Condominimum Primary Purchase Rapid 75.00 75.00
6255419860 CA 93117 Single Family Primary Refinance Rapid 60.44 60.44
6256245793 CA 90803 Single Family Primary Purchase Rapid 80.00 80.00
6257611001 CA 91901 Single Family Primary Purchase Standard 80.00 80.00
6260752701 CA 91106 Single Family Primary Refinance Standard 44.91 44.91
6261118480 CA 95035 Single Family Primary Purchase Standard 89.00 89.00
6261885542 CA 94708 Single Family Primary Cash-out Refinance Rapid 61.53 61.53
6262005314 AZ 85018 Single Family Primary Purchase Standard 49.58 49.58
6270489252 CA 92028 Single Family Primary Purchase Rapid 80.00 80.00
6271322346 CA 92886 PUD Primary Purchase Rapid 67.18 67.13
6271724517 MO 64493 Single Family Primary Refinance Rapid 75.00 74.89
6273686987 CA 94080 PUD Primary Refinance Rapid 44.56 44.56
6274344867 AZ 85255 PUD Primary Purchase Standard 76.80 76.80
6274353231 NJ 07981 Single Family Primary Purchase Rapid 69.96 69.96
6274403747 CA 94043 Single Family Primary Purchase Standard 80.00 80.00
6276435234 CA 90803 Single Family Primary Purchase Rapid 50.00 50.00
6279193087 CA 94568 Single Family Primary Purchase Rapid 80.00 80.00
0000000000 CA 94588 PUD Primary Cash-out Refinance Rapid 68.51 68.51
6287519463 CA 92549 Single Family Primary Purchase Rapid 80.00 80.00
6288945659 MD 20716 Single Family Primary Refinance Standard 74.69 74.69
6291819784 CA 92008 PUD Primary Cash-out Refinance Rapid 69.31 69.31
0000000000 CA 94960 Single Family Primary Cash-out Refinance Standard 79.73 79.73
6303104316 CA 95032 Single Family Primary Refinance Rapid 75.30 75.30
6303356437 CA 94583 Single Family Primary Cash-out Refinance Standard 75.00 75.00
6304731513 NC 27613 Single Family Primary Purchase Rapid 80.00 80.00
6304972380 CA 94118 Three Family Primary Refinance Standard 51.80 51.80
6307108198 CO 80550 Single Family Primary Purchase Rapid 90.00 90.00
6307468923 CA 94517 Single Family Primary Refinance Rapid 79.11 79.11
6308302790 CA 94538 Single Family Primary Cash-out Refinance Standard 80.00 80.00
6308399382 CA 95120 Single Family Primary Refinance Standard 70.00 70.00
6309327671 MD 21093 PUD Primary Purchase Rapid 62.99 62.99
6309420013 CA 91737 PUD Primary Purchase Rapid 67.44 67.44
6309716402 CA 92679 PUD Primary Purchase Rapid 62.99 62.99
6310561664 CA 92808 PUD Primary Purchase Rapid 80.00 80.00
6312462929 CA 90048 Two Family Primary Refinance Standard 71.42 71.42
6313669399 CA 94708 Single Family Primary Purchase Rapid 80.00 80.00
6313779255 VA 23188 PUD Primary Purchase Standard 80.00 79.86
6313871102 CA 92620 PUD Primary Purchase Rapid 80.00 80.00
6316126264 CA 92630 Single Family Primary Purchase Standard 80.00 80.00
6316307823 CA 94303 Single Family Primary Purchase Standard 80.00 80.00
6317452362 CA 95070 Single Family Primary Cash-out Refinance Rapid 26.83 26.83
6317610845 CA 92648 Single Family Primary Cash-out Refinance Rapid 80.00 80.00
0000000000 CA 93901 Single Family Primary Cash-out Refinance Standard 78.94 78.94
6317994868 WI 53555 Single Family Primary Refinance Rapid 80.00 80.00
6320030155 CA 94558 Single Family Primary Purchase Standard 70.00 70.00
6320460931 CA 94110 Two Family Primary Refinance Standard 79.54 79.54
6321245638 CA 94109 Condominimum Primary Cash-out Refinance Rapid 39.99 39.99
6323252178 CA 94708 Single Family Primary Purchase Rapid 56.91 56.91
6324779526 CA 94556 Single Family Primary Refinance Standard 55.30 55.30
6327170319 CA 91105 Single Family Primary Refinance Standard 59.26 59.26
6327321789 GA 30004 PUD Primary Refinance Standard 80.00 80.00
6328321606 MD 21146 PUD Primary Cash-out Refinance Standard 75.00 74.94
6328619942 CA 90278 Single Family Primary Purchase Rapid 80.00 80.00
6330397933 GA 30307 Single Family Primary Purchase Rapid 80.00 80.00
6331668720 CA 94107 High-Rise Condo Primary Refinance Rapid 65.00 65.00
0000000000 AZ 85248 PUD Primary Purchase Standard 79.99 79.99
6342896617 CA 93908 Single Family Primary Cash-out Refinance Rapid 54.84 54.84
6343324973 CA 94558 Single Family Primary Refinance Standard 53.92 53.92
6343963911 NY 11743 Single Family Primary Refinance Standard 74.82 74.70
6344363269 VA 20155 PUD Primary Purchase Standard 75.00 75.00
6346201392 VA 22033 Single Family Primary Purchase Rapid 80.00 80.00
6346376715 MD 20854 Single Family Primary Purchase Rapid 80.00 80.00
6347978386 CA 94709 Single Family Primary Purchase Rapid 75.00 75.00
6348032753 CA 92673 PUD Primary Purchase Rapid 80.00 80.00
6348126399 CA 90740 Single Family Primary Cash-out Refinance Rapid 61.38 61.38
6348377489 CA 95442 Single Family Primary Purchase Rapid 80.00 80.00
6351697591 CA 92869 Single Family Primary Purchase Standard 80.00 80.00
6351717704 CA 92119 Single Family Primary Cash-out Refinance Rapid 80.00 80.00
6356312956 CA 90265 Condominimum Secondary Refinance Standard 75.00 75.00
6359451470 SC 29451 Single Family Primary Purchase Rapid 50.00 50.00
6360862152 FL 33442 Condominimum Primary Purchase Standard 90.00 90.00
6361613554 VA 22030 PUD Primary Purchase Rapid 80.00 80.00
6362683861 MD 20772 Single Family Primary Refinance Rapid 80.00 80.00
0000000000 NM 87501 Condominimum Secondary Purchase Standard 50.00 50.00
6363701308 MN 55102 Single Family Primary Refinance Standard 50.83 50.83
6364839917 CA 95035 PUD Primary Cash-out Refinance Standard 42.66 42.66
6368111594 NC 28803 Single Family Primary Cash-out Refinance Standard 55.27 55.27
6369739211 CA 94901 Single Family Investor Purchase Standard 74.07 74.07
6372072659 CA 94112 Single Family Primary Purchase Standard 80.00 80.00
6374652094 CA 94037 Single Family Primary Purchase Rapid 80.00 79.93
6375318026 FL 32963 PUD Primary Cash-out Refinance Standard 57.00 57.00
6375608756 CA 94117 Single Family Primary Cash-out Refinance Standard 37.03 37.03
6378215740 MI 48377 Single Family Primary Purchase Rapid 79.99 79.99
6381688339 VA 22182 Single Family Primary Refinance Standard 77.38 77.38
6381734836 CA 91208 Single Family Primary Purchase Rapid 65.00 65.00
6382887989 CA 94587 Single Family Primary Purchase Standard 79.95 79.95
6384041429 CA 94941 Single Family Primary Refinance Standard 51.76 51.76
6388175785 CA 92054 Single Family Secondary Refinance All Ready Home 48.68 48.68
6388470806 CA 94538 Single Family Primary Refinance Standard 75.30 75.30
6389363091 MA 01832 Single Family Primary Refinance Rapid 79.26 79.26
6389977296 CA 90275 PUD Primary Purchase Rapid 62.50 62.50
6391623979 CA 94710 Two Family Primary Purchase Standard 89.08 89.08
6393235095 FL 33149 High-Rise Condo Primary Purchase Timesaver-1 79.83 79.83
6394427220 CA 92663 Condominimum Secondary Purchase Rapid 80.00 80.00
6395273482 NC 28211 Single Family Primary Purchase Standard 95.00 95.00
6399386595 CA 94044 Single Family Investor Purchase Standard 65.00 65.00
6399831798 CA 94709 Condominimum Primary Purchase Rapid 80.00 80.00
6400657182 CA 90254 Single Family Primary Purchase Rapid 80.00 80.00
6401087769 CA 94901 Single Family Primary Purchase Rapid 72.11 72.11
6407065355 MA 01741 Single Family Primary Cash-out Refinance Standard 60.13 60.13
6407379061 CA 92264 Single Family Secondary Purchase Rapid 80.00 80.00
6408646609 MA 01966 Single Family Primary Refinance Standard 87.83 87.83
6409403919 CA 91362 Single Family Primary Refinance Standard 47.95 47.95
6409557193 IL 60657 Condominimum Primary Purchase Rapid 80.00 80.00
6410423765 CA 95437 Single Family Secondary Refinance Rapid 60.68 60.68
6411023614 CA 91001 Single Family Primary Purchase Standard 80.00 80.00
6411652867 CA 91367 Single Family Primary Purchase Rapid 80.00 80.00
6411844613 DC 20016 Single Family Primary Refinance Rapid 76.02 76.02
6413659837 FL 32806 Single Family Primary Purchase Rapid 80.00 80.00
6415227260 CA 92037 Single Family Primary Refinance Standard 70.00 70.00
6417651921 DC 20016 Single Family Primary Purchase Standard 80.00 80.00
6419493231 CA 95118 Single Family Primary Purchase Rapid 80.00 80.00
6419887697 CA 94941 Single Family Primary Cash-out Refinance Rapid 54.27 54.27
6421137271 CA 95062 Single Family Primary Refinance Rapid 80.00 80.00
0000000000 CA 94019 PUD Primary Refinance Rapid 64.80 64.80
6423654315 CA 94086 Single Family Primary Purchase Rapid 80.00 80.00
6424450952 DC 20009 Single Family Primary Purchase Standard 80.00 80.00
6424620612 CA 94546 Single Family Primary Purchase Rapid 90.00 90.00
6425012504 CA 92692 PUD Primary Refinance Standard 77.71 77.71
6426901051 CA 90266 Two Family Primary Refinance Standard 41.52 41.52
6429119578 FL 33805 PUD Primary Refinance Standard 72.87 72.87
6433278113 CA 95004 Single Family Primary Cash-out Refinance Standard 39.36 39.36
6435179558 CA 91423 Single Family Primary Cash-out Refinance Rapid 72.04 72.04
6440502901 CA 94558 PUD Primary Purchase Rapid 72.28 72.28
6442063753 TX 75214 Single Family Primary Refinance Stated 63.17 63.17
6442311145 CA 94566 PUD Primary Refinance Rapid 34.24 34.24
6443124919 CA 90274 Single Family Primary Purchase Standard 75.00 75.00
6443302499 CA 92648 Single Family Primary Purchase Rapid 80.00 80.00
6443543126 CA 94560 Single Family Primary Cash-out Refinance Standard 80.00 80.00
6446378991 TN 37138 PUD Primary Purchase Rapid 80.00 79.93
6448692159 CA 94595 Single Family Primary Refinance Standard 70.00 70.00
6451077702 CA 92869 PUD Primary Purchase Rapid 80.00 80.00
6452853002 CA 92201 Single Family Primary Purchase Standard 80.00 80.00
6454051571 NC 27526 PUD Primary Purchase Rapid 80.00 80.00
6454394286 CA 92211 PUD Primary Purchase Rapid 75.18 75.18
6454735637 ID 83616 PUD Primary Refinance Standard 80.00 80.00
6454885655 CA 94708 Single Family Primary Refinance Rapid 42.44 42.44
6458083604 CA 94124 Single Family Primary Purchase Standard 95.00 95.00
6458229611 AL 35242 PUD Primary Purchase Rapid 44.44 44.44
6459372774 CA 94556 Single Family Primary Purchase Rapid 69.66 69.66
6459656036 CA 95020 Single Family Primary Refinance Rapid 65.27 65.27
0000000000 CA 92606 Single Family Primary Cash-out Refinance Rapid 70.00 70.00
6463706819 CA 94513 Single Family Primary Purchase Rapid 78.91 78.91
6463707601 CA 90048 Single Family Primary Purchase Rapid 66.55 66.55
6466197925 NM 87505 Condominimum Secondary Purchase Standard 80.00 80.00
6466228241 CA 91326 PUD Primary Cash-out Refinance Standard 72.38 72.38
0000000000 CA 94306 Single Family Primary Purchase Standard 62.70 62.70
6468354409 NC 27614 PUD Primary Purchase Rapid 79.38 79.38
0000000000 CA 94587 Single Family Primary Refinance Rapid 68.29 68.29
6471679263 CA 95682 PUD Primary Purchase Rapid 80.00 80.00
6472243184 CT 06880 Single Family Primary Purchase Rapid 78.87 78.87
6474082234 CA 95051 Single Family Investor Refinance Standard 68.22 68.22
6474127609 FL 33160 Single Family Primary Purchase Standard 80.00 80.00
6478397844 CA 95125 PUD Primary Cash-out Refinance Standard 75.47 75.47
6478710194 CA 94303 Single Family Primary Purchase Rapid 80.00 80.00
6479573872 CA 92130 Condominimum Investor Purchase Standard 74.99 74.99
6479840099 CA 94070 Single Family Primary Cash-out Refinance Standard 48.21 48.21
6480348876 CA 94121 Two Family Primary Purchase Standard 61.90 61.90
6480503991 CA 94558 Single Family Primary Purchase Standard 80.00 80.00
6482537179 CA 94070 Single Family Primary Purchase Standard 67.70 67.70
6483342546 CA 94117 Condominimum Primary Purchase Rapid 80.00 80.00
6484782534 CA 94117 Two Family Primary Cash-out Refinance Standard 44.34 44.34
6487636943 CA 94941 Single Family Primary Cash-out Refinance Standard 35.48 35.48
6487643618 VA 22033 PUD Primary Purchase Standard 80.00 80.00
6487796184 CA 90275 Single Family Primary Cash-out Refinance Rapid 75.00 75.00
6488959898 NV 89102 Single Family Primary Cash-out Refinance Standard 21.42 21.42
6489370418 CA 92679 PUD Primary Cash-out Refinance Rapid 74.07 74.07
6489949260 NJ 08701 Single Family Primary Purchase Reduced 80.00 80.00
6491311533 CA 91384 Single Family Primary Cash-out Refinance Standard 70.00 70.00
6494529883 CA 91355 PUD Primary Refinance Rapid 80.00 80.00
6498948568 VA 22903 Single Family Primary Purchase Rapid 67.47 67.47
0000000000 PA 19426 PUD Primary Purchase Rapid 80.00 79.93
6501402413 CA 92620 PUD Primary Refinance Rapid 78.20 78.20
6504066603 DC 20016 Single Family Primary Purchase Standard 53.35 53.35
6504487791 SC 29401 Single Family Primary Purchase Rapid 80.00 80.00
6507110788 CA 94506 PUD Primary Purchase Standard 80.00 80.00
0000000000 MA 02478 Two Family Primary Refinance Standard 70.00 70.00
6510466987 CA 94066 Single Family Primary Refinance Standard 71.45 71.45
6512283612 CA 92886 PUD Primary Cash-out Refinance Rapid 64.91 64.91
6513551272 AZ 85205 Single Family Primary Purchase Standard 90.00 90.00
6513866878 MD 20854 Single Family Primary Purchase Rapid 80.00 80.00
6517026735 CA 95023 Single Family Primary Cash-out Refinance Rapid 68.25 68.25
6517176431 MD 21771 Single Family Primary Refinance All Ready Home 77.73 77.73
6518587842 NJ 07960 Single Family Primary Purchase Rapid 80.00 80.00
6518678237 MI 48393 Single Family Primary Purchase Rapid 94.63 94.63
6519637158 VA 22003 Single Family Primary Purchase Rapid 80.00 80.00
6520325561 CA 95762 Single Family Primary Cash-out Refinance Standard 65.51 65.51
6520727030 CA 94080 Single Family Primary Purchase Standard 79.95 79.95
6521949146 CA 91108 Single Family Primary Cash-out Refinance Standard 69.51 69.51
6526447666 CO 81620 Condominimum Secondary Purchase Rapid 78.78 78.72
6531707021 CA 95033 Single Family Primary Cash-out Refinance Standard 59.82 59.82
6532563449 CA 94061 Single Family Primary Refinance Rapid 73.43 73.43
6532976781 CA 94565 Single Family Primary Purchase Standard 90.00 90.00
6534726838 SC 29464 PUD Secondary Purchase Rapid 80.00 79.93
6534751687 CA 90403 Condominimum Primary Refinance Rapid 80.00 80.00
0000000000 CA 94609 Single Family Primary Cash-out Refinance Rapid 69.96 69.96
6537336338 TN 37027 PUD Primary Purchase Rapid 72.17 72.17
6537477215 VA 22043 Single Family Primary Purchase Rapid 80.00 80.00
6538409589 CA 92694 PUD Primary Purchase Standard 79.99 79.99
6538645794 CA 92653 PUD Primary Refinance Standard 69.13 69.13
6538803583 MD 20878 PUD Primary Purchase Rapid 80.00 80.00
6539132669 CA 92782 PUD Primary Purchase Rapid 79.99 79.99
6539309523 TN 38138 Single Family Primary Purchase Standard 80.00 80.00
6542631707 CA 94131 Single Family Primary Cash-out Refinance Standard 58.87 58.87
6545614957 CA 92835 PUD Primary Purchase Rapid 75.52 75.52
6550159278 CA 90275 Single Family Primary Purchase Rapid 80.00 80.00
6552374131 CA 94954 Single Family Primary Purchase Standard 80.00 80.00
6552771567 XX 00000 Single Family Primary Purchase Rapid 80.00 80.00
6553039808 CA 94706 Single Family Primary Purchase Rapid 80.00 80.00
6553335313 CA 95008 Single Family Primary Cash-out Refinance Rapid 52.17 52.17
6554483088 CA 94134 Single Family Primary Purchase Standard 80.00 80.00
6554934346 CA 92867 PUD Primary Purchase Rapid 79.98 79.98
0000000000 GA 30324 PUD Primary Purchase Rapid 80.00 80.00
6563071668 CA 95037 Single Family Primary Purchase Standard 80.00 80.00
6565721419 CA 90064 Single Family Primary Refinance Rapid 23.78 23.78
6566383235 CA 92692 PUD Primary Purchase Rapid 80.00 80.00
6567236739 VA 20165 PUD Primary Purchase Rapid 71.99 71.99
6567790115 DC 20015 Single Family Primary Cash-out Refinance Rapid 55.00 55.00
0000000000 CA 91030 PUD Primary Purchase Rapid 80.00 80.00
6569446203 CA 95051 Single Family Primary Cash-out Refinance Standard 69.20 69.20
0000000000 CA 95148 Single Family Primary Refinance Standard 57.27 57.27
0000000000 DC 20008 Single Family Primary Purchase Standard 80.00 80.00
6572057799 CA 94549 Single Family Primary Purchase Rapid 77.77 77.77
6574045933 CA 94705 Single Family Primary Purchase Rapid 70.00 70.00
6575643991 CA 94558 Single Family Primary Cash-out Refinance Standard 70.00 70.00
6576845801 CO 80107 Single Family Primary Refinance Standard 61.81 61.81
6577054627 SC 29466 PUD Primary Purchase Standard 79.45 79.45
6577372342 CA 94014 Single Family Primary Cash-out Refinance Standard 75.00 75.00
6578025907 CA 95006 Single Family Primary Cash-out Refinance Rapid 70.00 70.00
6581028179 SC 29464 PUD Primary Purchase Rapid 80.00 80.00
6582206519 SC 29455 PUD Primary Refinance Rapid 40.90 40.90
6582428840 CA 95126 Single Family Primary Refinance Rapid 35.50 35.50
6584919648 CA 95023 Single Family Primary Cash-out Refinance Rapid 80.00 79.93
6585102020 IL 60614 Condominimum Primary Purchase Rapid 65.63 65.63
6585156778 CA 94114 Condominimum Primary Refinance All Ready Home 43.47 43.47
6589061784 CA 94123 Condominimum Primary Purchase Rapid 38.64 38.64
6590569429 CA 94112 Single Family Primary Purchase Rapid 79.90 79.90
0000000000 PA 19010 Single Family Primary Purchase Standard 70.00 69.94
6592685819 CA 94303 Single Family Primary Cash-out Refinance Standard 58.94 58.94
6597838520 CA 94539 PUD Primary Refinance Rapid 53.17 53.09
0000000000 CA 95148 Single Family Primary Refinance All Ready Home 41.35 41.35
6598813100 CA 90807 Single Family Primary Refinance Rapid 75.85 75.79
6599356448 CA 94568 Single Family Primary Cash-out Refinance Standard 66.66 66.66
6604500634 VA 22039 PUD Primary Purchase Standard 73.50 73.50
6605984704 CA 92127 PUD Primary Cash-out Refinance Rapid 63.50 63.50
6606888755 CA 95404 Single Family Primary Purchase Rapid 80.00 80.00
6607631063 CA 94706 Single Family Primary Refinance Rapid 68.33 68.33
6607922736 CA 92130 PUD Primary Refinance Rapid 61.88 61.88
6608128481 VA 22039 PUD Primary Purchase Rapid 79.99 79.99
6610380005 CA 95035 Single Family Primary Purchase Standard 75.00 75.00
6610479872 GA 30022 PUD Primary Purchase Standard 80.00 80.00
6610676774 CA 95119 Single Family Primary Purchase Rapid 74.13 74.07
6610753052 CA 91344 Single Family Primary Refinance All Ready Home 67.67 67.67
6611159408 CA 90291 Single Family Primary Purchase Rapid 80.00 80.00
0000000000 CA 94305 Single Family Primary Refinance Standard 43.91 43.91
6614932447 CA 94550 Single Family Primary Refinance Rapid 69.17 69.17
6618044942 CA 94502 PUD Primary Cash-out Refinance Standard 56.58 56.58
6618480468 SC 29464 PUD Primary Purchase Standard 80.00 80.00
0000000000 VA 22902 Single Family Primary Refinance Rapid 79.89 79.89
6618853383 GA 30327 Single Family Primary Purchase Rapid 80.00 79.93
0000000000 CA 91311 Single Family Primary Purchase Rapid 80.00 79.94
6626855982 FL 32082 PUD Primary Purchase Rapid 80.00 80.00
0000000000 CA 93023 Single Family Primary Refinance Standard 64.70 64.70
6631508329 FL 34145 High-Rise Condo Secondary Refinance Rapid 52.39 52.39
6632030679 CA 94062 Single Family Primary Cash-out Refinance Rapid 38.82 38.82
6632281660 CA 92024 Two Family Primary Purchase Standard 64.97 64.97
6632867492 CA 90720 Single Family Primary Refinance Rapid 73.88 73.88
6635771246 VA 22903 PUD Primary Purchase Rapid 90.00 90.00
6636922327 CA 94087 Single Family Primary Refinance Rapid 59.17 59.17
6644373497 VA 23664 PUD Primary Cash-out Refinance Rapid 67.43 67.43
6648056965 CA 94568 PUD Primary Cash-out Refinance Rapid 58.82 58.82
6648420229 NY 11375 Single Family Primary Purchase Rapid 70.10 70.10
6649369482 CO 80540 Single Family Primary Purchase Rapid 69.31 69.31
6649439970 MD 21666 PUD Primary Purchase Rapid 80.00 80.00
6650087429 XX 00000 Single Family Primary Purchase Standard 75.00 75.00
6651781780 CA 95492 Single Family Primary Purchase Rapid 79.81 79.81
6651867589 CA 94025 Single Family Primary Purchase Rapid 68.14 68.14
6652537355 CA 90278 Condominimum Primary Purchase Rapid 80.00 80.00
6655362082 MD 20854 PUD Primary Purchase Standard 80.00 80.00
6655908975 CA 94089 Single Family Primary Refinance Standard 74.19 74.19
6657431216 CA 95124 Single Family Primary Purchase Rapid 80.00 80.00
0000000000 CA 95112 Single Family Primary Cash-out Refinance Standard 80.00 80.00
6659262312 VA 22101 Single Family Primary Purchase Rapid 80.00 79.93
6659430034 CA 92780 Single Family Primary Purchase Rapid 70.70 70.70
6659469008 CA 95120 PUD Primary Refinance Rapid 66.93 66.88
6660252864 CA 94303 Single Family Primary Cash-out Refinance Standard 80.00 80.00
6663844295 NM 87501 Single Family Primary Purchase Rapid 80.00 80.00
6665838675 AZ 85748 Single Family Primary Cash-out Refinance Standard 43.63 43.63
6666899809 FL 33547 Single Family Primary Purchase Rapid 80.00 80.00
6668025213 SC 29401 Single Family Primary Purchase Rapid 70.00 70.00
6669236629 CA 90802 Condominimum Primary Purchase Rapid 79.87 79.87
0000000000 VA 22207 Single Family Primary Purchase Rapid 80.00 79.93
6673281934 CA 94523 Single Family Primary Cash-out Refinance Standard 77.77 77.77
6673959521 VA 22039 PUD Primary Purchase Rapid 80.00 80.00
6675261785 CA 94122 Single Family Primary Purchase Standard 80.00 80.00
6675350836 CA 92109 Condominimum Primary Purchase Standard 80.00 80.00
6676033365 CA 90066 Single Family Primary Refinance Rapid 45.14 45.14
6678167799 CA 94109 Condominimum Primary Refinance Standard 74.93 74.93
6678749844 CA 94904 Single Family Primary Cash-out Refinance Rapid 70.00 70.00
6680135586 CA 94568 PUD Investor Refinance Standard 48.84 48.84
6680453252 CA 94602 PUD Primary Purchase Standard 80.00 80.00
6680510184 OR 97034 Single Family Primary Purchase Rapid 80.00 80.00
0000000000 IL 60614 Single Family Primary Refinance Rapid 55.90 55.90
0000000000 CA 94558 Single Family Primary Refinance Standard 75.45 75.39
0000000000 CA 95076 Single Family Primary Purchase Rapid 80.00 80.00
6690214736 CA 94122 Two Family Primary Refinance Standard 61.06 61.06
6690812877 CA 90505 Condominimum Primary Purchase Standard 69.72 69.72
6691896333 CA 94952 Single Family Primary Cash-out Refinance Rapid 50.00 49.96
6692797563 CA 92646 Four Family Primary Purchase Standard 80.00 80.00
6695651072 CA 95120 Single Family Primary Cash-out Refinance Standard 69.62 69.62
6696237541 TX 76022 Single Family Primary Refinance Standard 80.00 80.00
6698516470 CA 90808 Single Family Primary Cash-out Refinance Rapid 75.00 75.00
6699034770 CA 94558 Single Family Primary Cash-out Refinance Standard 60.00 60.00
6701821743 MD 20912 Single Family Primary Purchase Standard 80.00 80.00
6702389062 CA 90293 Single Family Primary Purchase Standard 72.85 72.78
6705767231 CA 94301 Condominimum Primary Refinance Rapid 72.00 72.00
6705895313 CA 94043 Single Family Primary Refinance Rapid 80.00 80.00
6705953922 FL 33067 Single Family Primary Purchase Standard 76.47 76.47
6705972526 CA 94547 Single Family Primary Cash-out Refinance Standard 71.42 71.42
6710661064 CA 94403 Condominimum Primary Cash-out Refinance Standard 80.00 80.00
6711569613 FL 33332 PUD Primary Purchase Rapid 80.00 80.00
6713263868 CA 94706 Single Family Primary Purchase Rapid 80.00 80.00
6716708612 SC 29401 Single Family Primary Purchase Rapid 75.58 75.51
6718088336 CA 94517 PUD Primary Cash-out Refinance Rapid 66.07 66.07
6719480177 SC 29401 Single Family Primary Refinance Standard 60.14 60.14
6720295473 CA 95037 PUD Investor Refinance Standard 28.96 28.96
6720984761 CA 91739 PUD Primary Purchase Rapid 79.99 79.99
6722591333 CA 95066 Single Family Primary Purchase Standard 47.36 47.36
6722608053 CA 94121 Single Family Primary Purchase Standard 75.00 75.00
6723504608 CA 95124 Single Family Primary Refinance Rapid 65.78 65.78
6723629652 CA 90620 PUD Primary Refinance Rapid 78.65 78.65
6726979633 CA 92620 Single Family Primary Purchase Rapid 80.00 79.93
6727914027 FL 33328 PUD Primary Purchase Timesaver-1 80.00 80.00
0000000000 XX 00000 Single Family Primary Cash-out Refinance Rapid 54.13 54.13
6728919835 CA 90503 Single Family Primary Cash-out Refinance Standard 75.00 75.00
6733867565 FL 33019 PUD Primary Purchase Standard 80.00 80.00
6734711069 CA 90046 Single Family Primary Refinance Rapid 75.24 75.18
6735026798 CA 92253 PUD Secondary Purchase Rapid 80.00 80.00
6735801604 CA 94703 Single Family Primary Purchase Rapid 80.00 80.00
6736032464 AZ 85020 Single Family Primary Purchase Standard 80.00 80.00
6736340156 CA 91207 Single Family Primary Refinance Standard 69.09 69.04
6737090289 CA 94002 Single Family Primary Refinance Rapid 45.61 45.61
6744150415 CA 93908 Single Family Primary Refinance Rapid 71.06 71.06
6744712040 CA 94123 Condominimum Primary Purchase Standard 56.04 56.04
6745837283 CA 94558 Single Family Primary Refinance Standard 78.76 78.76
6747047345 CA 92887 PUD Primary Purchase Rapid 80.00 80.00
6749123086 CA 95138 Single Family Primary Refinance Standard 53.44 53.44
6750275544 CA 95127 Single Family Primary Purchase Rapid 80.00 80.00
6752184173 TX 77005 Single Family Primary Purchase Standard 80.00 80.00
6753295044 MD 20816 Single Family Primary Purchase Rapid 53.88 53.88
0000000000 IL 60614 Condominimum Primary Purchase Standard 80.00 79.94
6755553747 CA 95370 Single Family Primary Purchase Rapid 80.00 80.00
6758740051 NC 27949 Single Family Secondary Purchase Rapid 80.00 80.00
6758761388 NV 89121 Single Family Primary Purchase Standard 95.00 95.00
6759332445 CA 94521 PUD Primary Purchase Standard 79.99 79.99
6761557765 CA 95062 PUD Primary Cash-out Refinance Standard 46.15 46.15
6761577854 CA 94533 Single Family Primary Refinance Rapid 74.44 74.44
6764560162 CA 94611 Single Family Primary Purchase Rapid 70.00 70.00
6765942765 CA 90266 Single Family Primary Purchase Standard 68.49 68.49
0000000000 CA 94401 Two Family Primary Refinance Rapid 62.11 62.11
6770173281 TN 37885 Single Family Primary Purchase Rapid 75.00 75.00
6772466832 CA 95120 Single Family Primary Refinance Standard 79.72 79.72
6774338914 TX 77539 Single Family Primary Purchase Standard 80.00 80.00
6777888956 CA 94954 Single Family Primary Refinance Rapid 79.86 79.86
6778620333 CA 94103 Condominimum Primary Purchase Rapid 80.00 80.00
0000000000 KS 66202 Single Family Primary Cash-out Refinance Standard 70.19 70.19
6781539629 FL 32708 PUD Primary Purchase Standard 80.00 80.00
0000000000 CA 94061 Single Family Primary Refinance Rapid 67.30 67.30
6788461397 TN 37027 PUD Primary Purchase Rapid 52.54 52.54
6791039891 CA 91024 Single Family Primary Refinance Standard 79.28 79.28
6792953017 CA 94030 Single Family Primary Refinance Standard 50.00 50.00
6793476430 VA 22304 PUD Primary Refinance Rapid 69.47 69.47
6795786778 CA 94563 Single Family Primary Purchase Rapid 80.00 80.00
6802306511 CA 90623 Single Family Primary Purchase Rapid 80.00 79.86
6802488046 CA 95003 Single Family Primary Cash-out Refinance Rapid 65.00 65.00
0000000000 CA 95003 Single Family Primary Refinance All Ready Home 26.00 26.00
6805661748 CA 94061 PUD Primary Cash-out Refinance Rapid 53.57 53.57
6808776584 ID 83353 Condominimum Secondary Purchase Standard 80.00 80.00
6808883174 NC 28209 Single Family Primary Purchase Rapid 51.95 51.95
6810184231 VA 22304 Single Family Primary Purchase Rapid 61.90 61.90
6810476074 VA 20143 Single Family Primary Refinance Standard 75.10 75.10
6811504601 NC 28277 PUD Primary Purchase Rapid 75.00 75.00
6811628822 CA 94611 PUD Primary Purchase Rapid 80.00 80.00
0000000000 VA 22033 PUD Primary Cash-out Refinance Standard 69.99 69.99
6813286777 CA 90803 PUD Primary Refinance Rapid 45.45 45.45
0000000000 CA 95130 Single Family Primary Refinance Rapid 79.35 79.35
6814705403 FL 33444 Single Family Primary Purchase Rapid 80.00 80.00
6815531667 KS 66224 PUD Primary Purchase Rapid 80.00 80.00
6816756982 CA 93953 Single Family Primary Purchase Standard 69.99 69.99
0000000000 TX 77429 PUD Primary Purchase Rapid 78.41 78.41
6819755205 VA 23456 Single Family Primary Cash-out Refinance Rapid 75.00 75.00
0000000000 NC 28031 Single Family Primary Cash-out Refinance Rapid 62.37 62.37
6821350367 CA 94559 Single Family Primary Purchase Rapid 71.46 71.46
6823377962 TX 78063 Single Family Primary Refinance Rapid 38.83 38.83
6825297267 CA 95116 Single Family Primary Purchase Standard 80.00 80.00
6825745067 CA 94708 Single Family Primary Cash-out Refinance Standard 61.53 61.53
6826395102 CA 92808 PUD Primary Cash-out Refinance Rapid 80.00 80.00
6827662021 CA 95404 Single Family Primary Cash-out Refinance Rapid 46.15 46.15
6828862653 CA 94002 Single Family Primary Cash-out Refinance Standard 60.46 60.46
6830038334 GA 30328 Single Family Primary Purchase Standard 90.00 90.00
6833076836 CA 94550 Single Family Primary Cash-out Refinance Rapid 80.00 80.00
6833402164 CA 94903 PUD Primary Purchase Rapid 80.00 80.00
6833515015 CA 90275 Single Family Primary Purchase Rapid 80.00 80.00
6833913913 CA 94002 Single Family Primary Purchase Rapid 75.00 75.00
6839998678 XX 00000 Single Family Secondary Refinance Rapid 76.99 76.99
0000000000 NV 89423 PUD Secondary Purchase Reduced 80.00 80.00
6845701165 HI 96816 Single Family Primary Refinance Standard 75.68 75.68
6851733078 DC 20003 Single Family Primary Purchase Standard 75.53 75.53
6852966669 VA 20175 Single Family Primary Purchase Rapid 80.00 80.00
6853079827 DC 20016 Single Family Primary Cash-out Refinance Rapid 46.83 46.83
6861163845 CA 95076 Single Family Primary Refinance Standard 36.85 36.85
0000000000 NC 27455 PUD Primary Refinance Rapid 70.00 70.00
6866680983 DC 20003 Single Family Primary Purchase Standard 80.00 79.93
6871560022 GA 30319 PUD Primary Refinance Rapid 75.85 75.85
0000000000 VA 22039 PUD Primary Refinance Rapid 76.14 76.14
0000000000 NY 10463 Single Family Primary Purchase Standard 90.00 90.00
6878171575 MD 20814 Single Family Investor Purchase Rapid 70.00 70.00
6884445898 MD 20815 Single Family Primary Refinance Standard 64.67 64.67
6884534550 DC 20015 Single Family Primary Purchase Rapid 66.91 66.91
0000000000 GA 30062 PUD Primary Purchase Rapid 80.00 80.00
6889954597 NY 11230 Single Family Primary Purchase Rapid 90.00 90.00
6893478823 FL 33156 Single Family Primary Cash-out Refinance Standard 53.75 53.75
6894443719 TX 78006 PUD Primary Purchase Rapid 65.07 65.07
6903255203 CO 80302 Single Family Primary Refinance Rapid 56.47 56.47
6907632100 NJ 07830 Single Family Primary Cash-out Refinance Rapid 64.85 64.85
6907693250 GA 30327 Single Family Primary Refinance Rapid 50.00 49.96
6908128611 NC 27927 PUD Secondary Purchase Rapid 80.00 80.00
6908554816 DC 20008 Single Family Primary Purchase Rapid 80.00 80.00
6908973529 XX 00000 Single Family Primary Purchase Rapid 80.00 80.00
6909300763 NJ 07450 Single Family Primary Purchase Standard 80.00 80.00
6915332289 VA 22309 Single Family Primary Purchase Rapid 80.00 80.00
6924502021 SC 29401 Single Family Primary Cash-out Refinance Standard 53.57 53.57
6925523596 CA 94010 Single Family Primary Cash-out Refinance Standard 15.71 15.71
6925698067 GA 30345 Single Family Primary Refinance Standard 75.00 75.00
6933749605 FL 34786 PUD Primary Refinance Standard 80.00 80.00
6934122943 NV 89128 PUD Primary Purchase Rapid 80.00 79.93
6937378021 VA 22209 High-Rise Condo Primary Purchase Rapid 80.00 80.00
6938459366 FL 33572 PUD Primary Refinance Rapid 76.33 76.33
6940678169 DC 20015 Single Family Primary Cash-out Refinance Rapid 75.00 75.00
6941427988 MA 02184 Single Family Primary Refinance Rapid 75.00 75.00
6941588003 CA 94952 Single Family Primary Refinance Rapid 75.62 75.62
6942821478 CA 92861 Single Family Primary Purchase Standard 80.00 80.00
0000000000 VA 22207 Single Family Primary Purchase Rapid 80.00 80.00
6954168032 CA 90277 Single Family Primary Refinance All Ready Home 46.15 46.11
6954832033 CA 94061 Single Family Primary Purchase Rapid 80.00 80.00
6957432252 PA 17545 Single Family Primary Refinance Reduced 72.72 72.72
0000000000 CA 95008 Single Family Primary Purchase Rapid 55.86 55.86
6960067145 CA 95076 Single Family Primary Purchase Standard 80.00 80.00
6961337612 NY 11764 Single Family Primary Cash-out Refinance Standard 75.00 75.00
0000000000 CA 93065 PUD Primary Refinance Standard 69.37 69.37
6962334873 CA 94040 Single Family Primary Cash-out Refinance Standard 30.18 30.18
6968266459 NC 27514 PUD Primary Purchase Standard 80.00 80.00
6977240503 CA 91356 Single Family Primary Cash-out Refinance Standard 78.94 78.94
6977578381 VA 22066 Single Family Primary Purchase Rapid 69.00 69.00
6982976851 TX 78759 Condominimum Primary Refinance Standard 74.23 74.17
0000000000 MD 20850 PUD Primary Purchase Standard 80.00 79.93
6991487056 CA 95125 Single Family Primary Refinance Rapid 78.84 78.84
6992635364 PA 18966 Single Family Primary Purchase Rapid 80.00 80.00
6993901518 SC 29681 PUD Primary Purchase Rapid 90.00 90.00
6999724823 VA 22079 PUD Primary Refinance Rapid 47.56 47.56
LOAN INTEREST ORIGINAL 1ST PAYMENT MATURITY ORIG MONTHLY DUE REMAIN
NUMBER RATE PB DATE DATE TERM P&I DATE TERM
---------- ------- -------- ---------- --------- ------ ------- ----- -----------
0028974327 7.750 340,400 20010801 20310701 360 2,438.67 20010901 358
0029208014 7.125 315,506 20010801 20310701 360 2,125.63 20010901 358
0029425618 7.500 375,000 20010701 20310601 360 2,622.05 20010901 357
0029464393 7.500 360,000 20010301 20310201 360 2,517.17 20010901 353
0029482973 7.125 424,500 20010601 20310501 360 2,859.94 20011001 356
0029547304 6.875 375,000 20010601 20310501 360 2,463.49 20010901 356
0029585882 7.500 378,900 20010701 20310601 360 2,649.32 20010901 357
0029591468 7.625 630,000 20010601 20310501 360 4,459.10 20010901 356
0029608577 7.750 334,850 20010801 20310701 360 2,398.91 20011001 358
0029622883 6.750 462,000 19990701 20290601 360 2,996.53 20010901 333
0029628765 7.250 360,000 20010601 20310301 358 2,461.63 20011001 354
0029664802 6.500 434,000 20010701 20310601 360 2,743.18 20011001 357
0029665114 7.500 361,850 20010701 20310601 360 2,530.11 20010901 357
0029665288 7.125 308,000 20010701 20310601 360 2,075.05 20011001 357
0029668001 7.250 355,600 20010701 20310601 360 2,425.82 20011001 357
0029672698 7.625 282,000 20010501 20310401 360 1,995.98 20010901 355
0029674033 7.125 325,600 20010801 20310701 360 2,193.63 20011001 358
0029674645 6.750 283,850 20010701 20310601 360 1,841.05 20010901 357
0029674678 7.250 350,000 20010801 20310701 360 2,387.62 20010901 358
0029678075 7.000 294,900 20010801 20310701 360 1,961.98 20010901 358
0029681459 7.250 308,800 20010701 20310601 360 2,106.57 20011001 357
0029681483 6.875 600,000 20010701 20310601 360 3,941.58 20011001 357
0029681996 7.375 475,000 20010701 20310601 360 3,280.71 20010901 357
0029683737 7.000 406,700 20010701 20310601 360 2,705.79 20010901 357
0029684073 7.250 375,000 20010801 20310701 360 2,558.17 20010901 358
0029684412 7.125 348,000 20010801 20310701 360 2,344.55 20010901 358
0029684966 7.125 500,000 20010801 20310701 360 3,368.59 20010901 358
0029685047 7.250 349,200 20010701 20310601 360 2,382.16 20010901 357
0029689650 7.000 346,350 20010701 20310601 360 2,304.28 20010901 357
0029690054 7.250 378,000 20010701 20310601 360 2,578.63 20010901 357
0029693017 7.000 342,000 20010701 20310601 360 2,275.33 20010901 357
0029693074 7.250 355,000 20010701 20310601 360 2,421.73 20010901 357
0029700127 7.250 498,000 20010501 20310401 360 3,397.24 20010901 355
0029706355 7.375 360,700 20010801 20310701 360 2,491.27 20011001 358
0029706959 7.250 468,000 20010701 20310601 360 3,192.58 20011001 357
0029707049 7.375 499,500 20010701 20310601 360 3,449.92 20010901 357
0029708138 7.250 375,000 20010801 20310701 360 2,558.16 20011001 358
0029708450 7.375 556,000 20010501 20310401 360 3,840.15 20010901 355
0029711363 7.375 336,000 20010901 20310801 360 2,320.67 20010901 359
0029711777 7.250 456,000 20010801 20310701 360 3,110.72 20010901 358
0029721263 7.250 313,950 20010801 20310701 360 2,141.69 20011001 358
0029721271 7.500 374,350 20010601 20310501 360 2,617.51 20010901 356
0029724267 7.250 359,000 20010501 20310401 360 2,449.01 20010901 355
0029725926 7.500 359,900 20010701 20310601 360 2,516.47 20010901 357
0029729225 7.625 521,400 20010801 20310701 360 3,690.44 20010901 358
0029730264 7.750 340,000 20010801 20310701 360 2,435.80 20010901 358
0029731379 8.250 468,000 20010501 20310401 360 3,515.93 20010901 355
0029731429 7.250 417,000 20010601 20310501 360 2,844.68 20010901 356
0029731619 7.250 461,000 20010501 20310401 360 3,144.84 20010901 355
0029733755 7.250 355,200 20010601 20310501 360 2,423.09 20010901 356
0029734712 7.375 333,000 20010601 20310501 360 2,299.95 20010901 356
0029735800 7.375 465,000 20010901 20310801 360 3,211.64 20010901 359
0029736642 7.375 472,000 20010901 20310801 360 3,259.99 20010901 359
0029736741 7.375 314,650 20010701 20310601 360 2,173.21 20010901 357
0029736766 7.625 340,000 20010801 20310701 360 2,406.50 20010901 358
0029740594 7.250 360,000 20010701 20310601 360 2,455.84 20010901 357
0029740610 7.375 400,000 20010801 20310701 360 2,762.71 20011001 358
0029742285 7.375 530,000 20010701 20310601 360 3,660.58 20010901 357
0029743994 7.625 400,000 20010901 20310801 360 2,831.17 20010901 359
0029745437 7.000 532,800 20010801 20310701 360 3,544.74 20010901 358
0029748241 7.375 297,500 20010801 20310701 360 2,054.76 20010901 358
0029748340 7.375 656,000 20010601 20310501 360 4,530.83 20010901 356
0029748498 7.375 288,000 20010601 20310501 360 1,989.15 20011001 356
0029748548 7.375 360,700 20010601 20310501 360 2,491.27 20010901 356
0029748746 7.500 332,000 20010701 20310601 360 2,321.40 20010901 357
0029748787 7.375 359,200 20010701 20310601 360 2,480.91 20010901 357
0029750148 7.250 371,164 20010701 20310601 360 2,532.00 20011001 357
0029750205 7.500 360,000 20010601 20310501 360 2,517.18 20010901 356
0029750247 7.500 424,000 20010601 20310501 360 2,964.67 20010901 356
0029750437 7.250 324,000 20010601 20310501 360 2,210.26 20010901 356
0029750890 7.375 492,000 20010701 20310601 360 3,398.13 20010901 357
0029751047 7.375 376,000 20010601 20310501 360 2,596.94 20011001 356
0029751187 7.500 344,000 20010601 20310501 360 2,405.30 20010901 356
0029751708 7.250 465,600 20010601 20310501 360 3,176.22 20010901 356
0029751807 7.625 440,000 20010901 20310801 360 3,114.30 20011001 359
0029751823 7.375 340,872 20010601 20310501 360 2,354.32 20010901 356
0029751856 7.500 434,600 20010601 20310501 360 3,038.79 20010901 356
0029751880 7.000 492,000 20010601 20310501 360 3,273.29 20010901 356
0029752581 6.875 592,800 20010701 20310601 360 3,894.27 20010901 357
0029752631 7.125 390,000 20010701 20310601 360 2,627.50 20011001 357
0029755311 7.625 405,950 20010801 20310701 360 2,873.29 20010901 358
0029755386 7.125 400,000 20010801 20310701 360 2,694.88 20010901 358
0029755394 7.375 372,000 20010801 20310701 360 2,569.31 20010901 358
0029755519 7.500 415,000 20010701 20310601 360 2,901.74 20010901 357
0029755568 7.375 500,000 20010801 20310701 360 3,453.38 20011001 358
0029755667 7.375 325,750 20010701 20310601 360 2,249.87 20011001 357
0029756509 7.250 650,000 20010901 20310801 360 4,434.15 20011001 359
0029758638 7.250 347,660 20010601 20310501 360 2,371.65 20010901 356
0029758778 7.375 518,400 20010601 20310501 360 3,580.46 20010901 356
0029758984 7.375 732,500 20010801 20310701 360 5,059.20 20011001 358
0029759404 7.125 348,000 20010601 20310501 360 2,344.54 20010901 356
0029759651 6.750 345,200 20010901 20310801 360 2,238.96 20010901 359
0029759693 7.250 385,600 20010801 20310701 360 2,630.47 20010901 358
0029760121 7.375 483,200 20010601 20310501 360 3,337.34 20010901 356
0029760196 7.375 375,000 20010601 20310501 360 2,590.03 20010901 356
0029760626 7.250 296,000 20010601 20310501 360 2,019.24 20010901 356
0029761723 7.250 520,000 20010701 20310601 360 3,547.32 20010901 357
0029761921 7.500 364,000 20010901 20210801 240 2,932.36 20010901 239
0029762408 7.625 540,000 20010801 20310701 360 3,822.09 20010901 358
0029763141 7.500 332,000 20010801 20310701 360 2,321.39 20010901 358
0029764529 7.250 438,000 20010601 20310501 360 2,987.94 20010901 356
0029764818 7.500 366,750 20010601 20310501 360 2,564.37 20010901 356
0029764867 6.875 343,200 20010601 20310501 360 2,254.58 20010901 356
0029764883 7.250 424,000 20010601 20310501 360 2,892.43 20010901 356
0029768900 7.250 316,000 20010701 20310601 360 2,155.68 20011001 357
0029768991 7.250 300,000 20010601 20310501 360 2,046.53 20010901 356
0029769007 7.000 343,000 20010701 20310601 360 2,281.99 20010901 357
0029771227 7.000 304,000 20010601 20310501 360 2,022.52 20010901 356
0029773918 7.875 288,000 20010501 20310401 360 2,088.20 20011001 355
0029773975 7.500 592,000 20010601 20310501 360 4,139.35 20010901 356
0029774312 7.500 344,000 20010601 20310501 360 2,405.30 20010901 356
0029774767 7.500 412,000 20010701 20310601 360 2,880.77 20010901 357
0029777679 7.250 335,500 20010701 20310601 360 2,288.71 20010901 357
0029777695 7.375 315,000 20010701 20310601 360 2,175.63 20011001 357
0029778263 7.250 406,000 20010601 20310501 360 2,769.64 20010901 356
0029779204 7.375 309,600 20010801 20310701 360 2,138.33 20010901 358
0029779246 7.625 439,200 20010801 20310701 360 3,108.63 20010901 358
0029779410 7.750 424,000 20010801 20310701 360 3,037.59 20011001 358
0029779436 6.875 520,000 20010701 20310601 360 3,416.03 20011001 357
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6889954597 7.625 382,500 20010901 20310801 360 2,707.32 20010901 359
6893478823 7.125 430,000 20010901 20210801 240 3,366.13 20010901 239
6894443719 6.875 410,000 20011001 20310901 360 2,693.41 20011001 360
6903255203 7.250 480,000 20010901 20310801 360 3,274.45 20010901 359
6907632100 7.500 342,761 20010901 20310801 360 2,396.64 20010901 359
6907693250 7.125 500,000 20010801 20310701 360 3,368.60 20010901 358
6908128611 7.000 608,000 20010901 20310801 360 4,045.04 20010901 359
6908554816 7.500 404,000 20010901 20310801 360 2,824.83 20010901 359
6908973529 7.500 471,960 20010901 20310801 360 3,300.02 20010901 359
6909300763 8.000 488,000 20010901 20310801 360 3,580.78 20010901 359
6915332289 7.250 394,400 20011001 20310901 360 2,690.51 20011001 360
6924502021 7.250 600,000 20010901 20310801 360 4,093.06 20010901 359
6925523596 7.250 550,000 20010901 20310801 360 3,751.97 20010901 359
6925698067 7.250 450,000 20010901 20310801 360 3,069.80 20010901 359
6933749605 7.500 332,000 20010901 20310801 360 2,321.40 20010901 359
6934122943 7.250 392,000 20010901 20310801 360 2,674.14 20011001 359
6937378021 7.250 314,000 20010901 20310801 360 2,142.04 20010901 359
6938459366 7.500 343,500 20010901 20310801 360 2,401.81 20010901 359
6940678169 7.625 367,500 20010901 20310801 360 2,601.15 20010901 359
6941427988 7.000 352,500 20010901 20310801 360 2,345.20 20010901 359
6941588003 7.000 518,000 20010901 20310801 360 3,446.27 20010901 359
6942821478 7.250 376,000 20010901 20310801 360 2,564.99 20010901 359
0000000000 7.375 350,000 20011001 20310901 360 2,417.37 20011001 360
6954168032 7.000 300,000 20010901 20310801 360 1,995.91 20011001 359
6954832033 7.125 408,000 20010901 20310801 360 2,748.78 20010901 359
6957432252 7.375 600,000 20010901 20310801 360 4,144.06 20010901 359
0000000000 7.500 300,000 20010901 20310801 360 2,097.65 20010901 359
6960067145 7.875 496,000 20010901 20310801 360 3,596.35 20010901 359
6961337612 7.875 318,750 20010901 20310801 360 2,311.16 20010901 359
0000000000 7.375 444,000 20011001 20310901 360 3,066.60 20011001 360
6962334873 6.750 400,000 20010901 20310801 360 2,594.40 20010901 359
6968266459 7.250 303,200 20010901 20310801 360 2,068.36 20010901 359
6977240503 7.625 750,000 20010901 20310801 360 5,308.46 20010901 359
6977578381 7.000 650,000 20010901 20310801 360 4,324.47 20010901 359
6982976851 7.375 374,909 20011001 20310901 360 2,589.41 20011001 360
0000000000 6.875 387,200 20010901 20310801 360 2,543.63 20011001 359
6991487056 7.250 544,000 20010901 20310801 360 3,711.04 20010901 359
6992635364 7.750 400,000 20010901 20310801 360 2,865.65 20010901 359
6993901518 7.000 304,110 20010901 20310801 360 2,023.26 20010901 359
6999724823 7.250 304,400 20011001 20310901 360 2,076.55 20011001 360
LOAN SCHEDULED APPRAISAL
NUMBER PB FICO VALUE
----------- ------------ ---- --------------
0028974327 339,917.95 735 750,000
0029208014 314,999.88 736 390,000
0029425618 374,159.87 775 440,000
0029464393 358,094.37 799 450,000
0029482973 423,129.98 763 585,000
0029547304 373,407.09 765 725,000
0029585882 378,051.14 694 421,000
0029591468 628,158.65 790 840,000
0029608577 334,375.80 745 423,000
0029622883 449,167.03 687 635,000
0029628765 358,843.05 804 575,000
0029664802 432,816.57 780 880,000
0029665114 361,039.31 776 460,000
0029665288 307,256.70 782 388,000
0029668001 354,762.75 770 455,000
0029672698 280,966.43 750 700,000
0029674033 325,077.69 768 410,000
0029674645 283,112.69 778 390,000
0029674678 349,452.27 735 689,000
0029678075 294,415.13 749 458,000
0029681459 308,072.92 794 395,000
0029681483 598,479.08 710 1,625,000
0029681996 473,909.00 751 635,000
0029683737 405,694.04 738 650,000
0029684073 374,413.15 773 550,000
0029684412 347,441.75 696 440,000
0029684966 499,197.95 622 3,100,000
0029685047 348,377.82 681 388,000
0029689650 345,493.30 742 455,000
0029690054 377,110.01 664 652,000
0029693017 341,154.09 665 506,000
0029693074 354,164.16 805 450,000
0029700127 496,431.90 644 635,000
0029706355 360,149.38 764 485,000
0029706959 466,898.11 776 585,000
0029707049 498,352.75 648 625,000
0029708138 374,413.17 699 500,000
0029708450 551,373.56 692 695,000
0029711363 335,744.33 702 420,000
0029711777 455,286.41 754 582,000
0029721263 313,126.34 638 350,000
0029721271 373,228.25 727 416,000
0029724267 356,375.44 693 450,000
0029725926 359,093.71 763 454,000
0029729225 519,857.89 711 652,000
0029730264 339,518.51 782 790,000
0029731379 465,059.17 685 585,000
0029731429 413,381.78 778 603,000
0029731619 456,764.47 741 615,000
0029733755 354,081.54 790 444,000
0029734712 331,977.07 763 455,000
0029735800 464,646.17 712 600,000
0029736642 471,640.84 689 615,000
0029736741 313,927.30 678 405,000
0029736766 339,506.27 670 426,000
0029740594 359,152.38 713 450,000
0029740610 399,389.37 724 520,000
0029742285 528,691.28 767 675,000
0029743994 399,710.50 701 475,000
0029745437 531,923.97 765 666,000
0029748241 297,045.86 629 350,000
0029748340 653,984.87 753 850,000
0029748498 287,115.28 780 365,000
0029748548 359,591.43 712 462,000
0029748746 331,256.17 717 420,000
0029748787 358,374.96 716 451,000
0029750148 370,290.09 695 469,000
0029750205 358,921.22 790 700,000
0029750247 422,729.46 713 700,000
0029750437 322,979.76 803 416,000
0029750890 490,869.94 764 615,000
0029751047 374,844.98 730 475,000
0029751187 342,969.18 759 435,000
0029751708 464,133.91 735 582,000
0029751807 439,681.53 743 550,000
0029751823 339,824.88 750 435,000
0029751856 431,438.20 698 885,000
0029751880 490,351.60 789 623,000
0029752581 591,296.70 753 745,000
0029752631 388,971.71 754 490,000
0029755311 405,360.50 765 510,000
0029755386 399,358.34 722 525,000
0029755394 371,432.14 794 469,000
0029755519 414,070.23 796 564,000
0029755568 499,236.74 761 925,000
0029755667 325,001.82 771 435,000
0029756509 649,492.93 754 854,000
0029758638 346,565.30 674 440,000
0029758778 516,807.54 688 648,000
0029758984 731,381.82 710 1,230,000
0029759404 346,876.87 726 435,000
0029759651 344,902.79 761 437,000
0029759693 384,996.58 645 485,000
0029760121 481,715.68 753 610,000
0029760196 373,848.04 726 485,000
0029760626 294,982.79 657 470,000
0029761723 518,775.68 674 660,000
0029761921 363,342.64 754 700,000
0029762408 539,215.84 707 680,000
0029763141 331,505.68 684 415,000
0029764529 436,620.81 703 605,000
0029764818 365,651.02 657 489,000
0029764867 342,036.74 752 430,000
0029764883 422,664.92 723 530,000
0029768900 312,651.14 786 395,000
0029768991 299,055.36 682 375,000
0029769007 340,681.60 720 450,000
0029771227 302,994.50 716 380,000
0029773918 286,281.69 704 331,000
0029773975 590,017.79 704 740,000
0029774312 342,969.18 647 430,000
0029774767 411,076.95 791 530,000
0029777679 334,597.94 696 605,000
0029777695 314,276.49 668 460,000
0029778263 404,721.58 757 540,000
0029779204 309,127.39 713 390,000
0029779246 438,562.22 759 559,000
0029779410 423,399.55 800 550,000
0029779436 518,681.89 788 650,000
0029780483 373,828.47 742 468,000
0029781390 324,340.04 700 406,000
0029781416 335,773.72 743 460,000
0029781432 316,323.79 673 399,000
0029781556 349,452.27 770 390,000
0029781564 301,028.16 730 335,000
0029781598 498,532.44 739 715,000
0029781606 386,384.37 771 630,000
0029781614 359,732.82 760 450,000
0029781622 284,386.43 637 356,000
0029781648 284,586.13 711 380,000
0029781655 364,934.67 680 457,000
0029781663 358,438.19 683 400,000
0029781671 331,529.84 635 369,000
0029781705 309,937.82 705 345,000
0029781754 356,201.98 678 446,000
0029781762 427,346.66 653 535,000
0029781770 337,071.69 766 450,000
0029781788 325,115.19 698 407,000
0029781796 379,419.92 768 505,000
0029781804 405,380.22 727 560,000
0029781812 288,458.97 699 365,000
0029781838 295,570.16 673 370,000
0029781853 316,339.94 685 355,000
0029781861 486,537.41 692 573,500
0029781879 311,535.45 730 390,000
0029781887 623,023.48 755 800,000
0029781895 375,440.16 715 470,000
0029782000 360,562.34 732 451,500
0029782018 312,384.17 755 394,000
0029782026 355,518.92 754 446,000
0029782034 413,598.51 751 518,000
0029782042 330,744.33 730 415,000
0029782059 408,175.94 754 550,000
0029782067 479,267.26 685 600,000
0029782075 295,559.27 761 372,500
0029782091 390,482.14 745 489,000
0029782109 329,833.03 786 413,000
0029782125 587,828.65 640 785,000
0029782166 389,404.65 746 520,000
0029782174 334,675.44 733 420,000
0029782224 354,657.78 765 444,000
0029782232 372,544.48 656 466,462
0029782240 339,480.97 684 490,000
0029782265 328,298.06 698 415,000
0029782315 338,561.03 747 430,000
0029782372 363,605.08 707 465,000
0029782414 347,481.85 683 435,000
0029782505 299,542.04 752 375,000
0029782513 375,426.02 738 470,000
0029782521 461,294.75 729 590,000
0029782539 371,045.80 749 465,000
0029782554 321,508.45 704 415,000
0029782562 440,343.37 676 630,000
0029782570 411,270.44 740 515,000
0029782588 347,481.85 705 435,000
0029782596 499,236.74 695 650,000
0029782620 321,496.10 782 610,000
0029782638 329,508.65 748 481,000
0029782646 387,152.17 737 485,000
0029782737 321,955.40 654 430,000
0029787009 413,268.17 676 520,000
0029787371 492,284.10 729 672,000
0099035362 332,997.23 762 420,000
0099046765 373,008.68 633 440,500
0099052730 284,078.10 676 360,000
0099053423 281,548.71 697 297,050
0099056806 310,388.82 699 440,000
0099057135 503,970.02 771 700,000
0099057796 422,486.89 792 529,000
0099057804 399,374.03 714 520,000
0099059420 299,518.76 740 490,000
0099061277 313,342.94 715 398,000
0099061525 331,154.63 744 417,000
0099062648 474,600.93 737 600,000
0099063984 419,420.01 732 525,000
0099066870 287,386.25 714 367,000
0099067258 589,378.30 736 738,000
0099067886 294,233.75 758 450,000
0099068496 327,662.67 754 410,000
0099068769 299,741.70 758 480,000
0099071045 422,169.73 777 535,000
0099071508 307,840.97 767 390,000
0099071573 429,859.02 718 615,000
0099072340 336,472.61 738 523,000
0099072480 328,050.19 790 473,000
0099072951 706,415.00 700 950,000
0099073025 331,953.31 618 350,000
0099073504 398,293.99 778 610,000
0099073710 391,990.20 752 500,000
0099074056 512,779.34 737 825,000
0099074148 366,899.01 690 459,000
0099074346 343,512.85 733 430,000
0099074411 392,369.59 789 618,000
0099074627 310,262.84 755 500,000
0099074791 337,492.71 639 780,000
0099075541 322,031.70 662 430,000
0099075582 396,755.11 682 520,000
0099075848 374,188.51 734 405,000
0099076796 350,663.89 780 440,000
0099076804 395,466.81 773 445,000
0099076903 359,343.45 752 450,000
0099079048 369,345.30 737 740,000
0099079378 649,056.11 737 1,000,000
0099079451 344,748.65 765 470,000
0099079758 295,570.16 783 380,000
0099079774 335,487.09 697 420,000
0099080376 616,868.40 731 790,000
0099080392 324,465.65 671 550,000
0099081184 294,669.95 604 328,000
0099084998 320,745.36 704 405,000
0099085318 347,455.42 791 435,000
0099085409 344,499.01 652 460,000
0099085540 327,486.71 644 412,000
0099085789 339,467.93 772 380,000
0099085821 312,859.64 678 405,000
0099085938 309,139.02 717 387,000
0099087645 281,239.62 713 360,000
0099087744 411,900.99 748 593,000
0099087876 468,865.73 731 760,000
0099088247 574,165.01 777 1,000,000
0099088270 324,746.46 785 591,000
0099089237 384,351.25 686 526,000
0099089260 424,276.72 720 556,000
0099089542 399,419.14 794 530,000
0099089765 506,124.10 649 1,200,000
0099091340 384,926.01 794 482,000
0099091423 379,333.34 773 475,000
0099091647 396,250.08 777 740,000
0099091704 317,389.62 741 500,000
0099092009 798,838.28 692 2,200,000
0099092017 335,747.06 794 421,000
0099092058 391,694.20 653 500,000
0099093320 350,522.72 781 453,000
0099093353 354,458.08 699 465,000
0099093734 383,413.82 774 485,000
0099093874 612,639.78 731 837,000
0099094138 365,817.21 718 475,000
0099094625 464,637.25 710 625,000
0099094930 302,663.71 778 379,000
0099095911 438,912.06 748 550,000
0099096273 409,663.92 713 580,000
0099096620 364,414.50 775 955,000
0099097081 334,525.57 761 372,000
0099097172 374,684.95 727 575,000
0099097313 458,316.57 681 600,000
0099097560 439,205.07 784 570,000
0099098071 587,033.23 736 735,000
0099098618 387,422.29 794 489,000
0099099202 311,474.26 777 390,000
0099099251 555,532.90 728 700,000
0099099343 438,346.34 712 550,000
0099099368 425,675.85 780 625,000
0099099384 549,201.31 721 800,000
0099100075 415,232.84 786 530,000
0099100232 351,718.51 734 511,000
0099100273 408,942.96 712 532,000
0099100448 420,779.58 789 550,000
0099100497 456,770.23 662 574,000
0099100943 746,913.80 772 945,000
0099101107 359,253.72 656 480,000
0099101149 342,763.95 661 465,000
0099101172 332,727.04 774 540,000
0099101180 374,700.11 710 700,000
0099101362 329,084.21 801 450,000
0099101552 364,542.53 652 456,000
0099101925 424,844.47 783 532,000
0099102923 406,960.31 782 513,000
0099103350 313,216.58 766 560,000
0099103368 349,740.24 755 730,000
0099103418 507,593.76 676 650,000
0099103483 434,677.16 668 700,000
0099104101 479,643.77 761 620,000
0099104135 532,333.96 757 665,950
0099104606 339,728.10 743 530,000
0099104614 360,696.71 770 700,000
0099104663 389,688.12 780 580,000
0099104747 349,705.95 756 850,000
0099104804 437,632.03 730 735,000
0099105595 367,712.92 712 640,000
0099105686 382,308.88 702 635,000
0099105801 358,546.76 751 465,000
0099105892 379,419.92 686 482,000
0099105942 318,251.18 789 427,500
0099106122 444,752.78 710 560,000
0099106254 400,668.15 672 550,000
0099106551 511,610.41 744 640,000
0099106718 352,211.06 753 470,000
0099106734 318,736.47 802 435,000
0099107294 320,761.77 674 381,500
0099107310 305,566.65 725 356,000
0099107344 467,898.21 644 600,000
0099107633 363,736.55 780 455,000
0099108169 499,619.54 771 719,000
0099108367 302,745.44 722 550,000
0099108490 349,478.86 752 550,000
0099108516 354,716.11 777 615,000
0099108730 391,754.82 752 510,000
0099109480 395,659.05 781 500,000
0099109498 291,742.37 684 450,000
0099109548 354,729.87 680 485,000
0099109662 351,318.84 778 714,613
0099109787 416,147.74 735 550,000
0099110009 342,376.55 713 437,000
0099110025 320,570.44 624 350,000
0099110140 456,652.26 685 575,000
0099110165 335,756.81 682 420,000
0099110520 324,870.51 787 415,000
0099110579 472,958.71 760 603,000
0099110751 999,067.77 714 1,900,000
0099111171 403,999.66 769 453,000
0099111205 463,309.13 777 625,000
0099111213 465,263.01 744 582,000
0099111650 337,255.72 788 450,000
0099112492 356,305.27 707 397,000
0099112534 371,940.00 629 485,000
0099113516 504,625.22 636 800,000
0099113599 344,717.20 772 525,000
0099114399 333,333.23 762 420,000
0099114894 382,892.78 653 495,000
0099115933 334,501.21 689 703,000
0099116063 524,610.37 765 780,000
0099117327 332,727.04 772 420,000
0099117640 328,723.60 671 780,000
0099118036 359,477.22 674 400,000
0099118077 399,695.62 706 650,000
0099118218 470,141.98 669 648,000
0099118911 348,977.02 682 825,000
0099119026 374,707.46 750 600,000
0099119067 308,487.55 770 343,000
0099119299 399,404.42 733 525,000
0099119778 599,479.76 733 800,000
0099119810 439,704.77 687 550,000
0099120735 425,284.14 688 535,500
0099121212 312,268.07 724 420,000
0099121295 307,788.04 752 385,000
0099121592 294,919.76 718 369,000
0099121717 392,263.29 746 440,000
0099122020 469,651.19 628 780,000
0099122954 427,657.73 706 535,000
0099123655 487,236.31 700 610,000
0099123747 374,707.47 747 725,000
0099124786 473,371.15 675 620,000
0099125395 335,890.53 626 440,000
0099126435 351,757.76 728 440,000
0099127193 574,562.47 737 880,000
0099128548 339,753.92 791 425,000
0099128563 469,651.19 801 590,000
0099128738 498,011.20 712 623,005
0099129967 345,743.22 687 515,000
0099130429 427,136.59 736 570,000
0099131096 475,802.68 656 1,190,000
0099132326 451,647.39 757 590,000
0099135030 379,710.85 781 1,200,000
0099140675 321,920.92 731 403,000
0099141061 291,372.52 780 365,000
0099144875 408,872.76 769 600,000
0099145245 344,743.96 709 515,000
0099151201 297,821.48 624 323,000
6000499308 457,633.74 737 623,100
6000995867 276,962.09 773 425,000
6001082038 499,558.86 769 625,000
6003041958 395,691.08 753 495,000
6003986897 370,517.84 739 420,000
6005347486 344,750.30 722 490,000
6005353708 375,641.30 722 470,000
6008155332 299,777.35 750 375,000
0000000000 314,748.09 801 420,000
6014244674 331,759.70 787 415,000
6014500083 468,584.17 645 645,000
6016400795 699,426.21 752 1,200,000
6017896256 583,532.98 784 730,000
6018618105 417,182.32 694 835,000
0000000000 399,703.14 781 545,000
6019086237 409,646.99 723 560,000
6022397654 327,731.13 671 410,000
6022986274 292,000.00 708 370,000
6023854646 370,000.00 790 584,800
6026638251 649,492.93 777 1,025,000
0000000000 343,724.90 726 430,000
6027295986 359,719.16 677 470,000
6031234179 395,698.67 678 498,000
6031600718 353,324.15 759 417,000
6031851519 324,446.70 702 382,000
6033895837 399,672.11 752 668,000
6035803011 439,648.13 728 550,000
6037453534 368,400.00 739 467,000
6040445279 364,000.00 780 455,000
6040789403 892,303.37 730 1,300,000
6041025286 592,702.32 771 745,000
6044557780 657,499.31 771 1,100,000
6046818743 331,741.00 765 415,000
6050700399 380,000.00 751 475,000
6053091119 455,686.18 796 570,000
6054113698 446,642.53 747 900,000
6054379539 287,769.69 767 360,000
6056477927 353,977.10 751 442,800
6057565498 649,453.92 774 880,000
6058358117 367,712.92 646 460,000
6058962116 475,609.82 756 595,000
6060218531 344,737.48 743 652,000
6061083488 360,725.31 764 615,000
6062540692 649,467.20 719 850,000
6062611444 299,771.72 688 407,000
6062714180 648,392.25 763 860,000
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6765942765 999,219.90 789 1,460,000
0000000000 499,638.11 768 805,000
6770173281 453,396.03 768 605,000
6772466832 569,532.77 795 715,000
6774338914 396,000.00 647 510,000
6777888956 344,756.50 718 432,000
6778620333 303,790.78 773 380,000
0000000000 364,735.82 651 520,000
6781539629 326,457.55 699 409,000
0000000000 561,561.58 766 835,000
6788461397 399,680.12 793 810,000
6791039891 332,740.22 679 420,000
6792953017 649,492.93 644 1,300,000
6793476430 301,946.11 784 435,000
6795786778 638,748.86 708 799,000
6802306511 339,411.73 703 425,000
6802488046 324,746.46 773 500,000
0000000000 650,000.00 654 2,500,000
6805661748 749,414.92 797 1,400,000
6808776584 387,200.00 743 484,000
6808883174 464,637.25 758 925,000
6810184231 324,740.10 724 525,000
6810476074 373,708.24 777 498,000
6811504601 382,201.61 790 512,000
6811628822 366,920.59 753 459,000
0000000000 580,541.76 671 830,000
6813286777 399,703.14 729 880,000
0000000000 523,361.30 738 660,000
6814705403 347,754.38 737 440,000
6815531667 367,920.00 750 465,000
6816756982 758,807.59 742 1,085,000
0000000000 364,715.26 762 470,000
6819755205 349,500.00 760 466,000
0000000000 506,124.10 752 812,000
6821350367 304,743.76 718 560,000
6823377962 581,808.91 719 1,500,000
6825297267 311,774.18 722 390,000
6825745067 399,687.96 784 650,000
6826395102 342,152.18 746 428,000
6827662021 449,666.03 746 975,000
6828862653 389,710.56 751 645,000
6830038334 301,240.41 693 335,000
6833076836 319,750.36 780 400,000
6833402164 519,604.31 771 650,000
6833515015 557,975.10 780 698,000
6833913913 501,358.59 730 669,000
6839998678 347,741.73 756 452,000
0000000000 544,000.00 672 680,000
6845701165 570,975.93 662 755,000
6851733078 359,712.11 694 477,000
6852966669 321,336.38 760 405,000
6853079827 376,705.90 770 805,000
6861163845 432,670.52 709 1,175,000
0000000000 419,672.35 770 600,000
6866680983 307,759.72 798 385,000
6871560022 311,000.00 748 410,000
0000000000 449,631.13 724 591,000
0000000000 283,299.91 650 315,000
6878171575 557,900.00 756 797,000
6884445898 352,225.01 641 545,000
6884534550 444,635.23 788 665,000
0000000000 487,590.01 776 610,000
6889954597 382,223.15 702 425,000
6893478823 429,187.00 756 800,000
6894443719 410,000.00 771 648,000
6903255203 479,625.55 709 850,000
6907632100 342,506.62 710 528,500
6907693250 499,197.93 780 1,000,000
6908128611 607,501.63 725 766,500
6908554816 403,700.17 734 505,000
6908973529 471,609.73 788 590,000
6909300763 487,672.55 686 610,000
6915332289 394,400.00 769 500,000
6924502021 599,531.94 672 1,120,000
6925523596 549,570.95 710 3,500,000
6925698067 449,648.95 658 600,000
6933749605 331,753.60 651 415,000
6934122943 391,694.19 770 490,000
6937378021 313,755.04 745 392,500
6938459366 343,245.06 740 450,000
6940678169 367,234.01 724 490,000
6941427988 352,211.05 749 470,000
6941588003 517,575.40 730 685,000
6942821478 375,706.68 786 480,000
0000000000 350,000.00 773 440,000
6954168032 299,754.09 794 650,000
6954832033 407,673.72 719 525,000
6957432252 599,543.44 734 825,000
0000000000 299,777.35 782 537,000
6960067145 495,658.65 714 700,000
6961337612 318,530.64 698 425,000
0000000000 444,000.00 694 640,000
6962334873 399,655.60 693 1,325,000
6968266459 302,963.47 694 379,000
6977240503 749,457.17 793 950,000
6977578381 649,467.20 759 942,000
6982976851 374,596.67 664 505,000
0000000000 386,874.70 749 485,000
6991487056 543,575.63 740 690,000
6992635364 399,717.68 709 500,000
6993901518 303,860.72 785 338,000
6999724823 304,400.00 730 640,000
Loan Count: 1,019
Scheduled PB: $ 427,465,106.59
Interest Rate W/A: 7.290
Unpaid PB W/A: $ 419,494.71
Remaining Term W/A: 358
EXHIBIT D-2
LOAN GROUP 2 MORTGAGE LOAN SCHEDULE
Bank of America Mortgage
BOAMS 2001-10
Group II: 15 YEAR
Mortgage Loan Schedule
LOAN ZIP PROPERTY LOAN DOC
NUMBER STATE CODE TYPE OCCUPANCY PURPOSE TYPE
---------- ----- ----- ------------- --------- ----------------- -------
0029612421 OH 44236 Single Family Primary Purchase Standard
0029657244 CA 96143 Single Family Primary Cash-out Refinance Reduced
0029681590 NC 27614 PUD Primary Cash-out Refinance Standard
0029684958 SC 29407 Single Family Primary Refinance Standard
0029685070 SC 29585 Single Family Secondary Purchase Standard
0029685096 SC 29302 Single Family Primary Refinance Standard
0029689023 CA 95008 Single Family Primary Cash-out Refinance Standard
0029693009 AL 35243 Single Family Primary Refinance Standard
0029701133 AL 35226 Single Family Primary Cash-out Refinance Standard
0029710233 OK 73103 Single Family Primary Refinance Standard
0029726536 SC 29672 Single Family Primary Cash-out Refinance Standard
0029756541 CA 91011 Single Family Primary Cash-out Refinance Standard
0029770682 FL 33330 PUD Primary Cash-out Refinance Standard
0029777059 OH 45419 Single Family Primary Refinance Reduced
0029777497 CA 94010 Single Family Primary Refinance Standard
0029779428 CA 91902 Single Family Primary Cash-out Refinance Standard
0029779444 CA 94542 Single Family Primary Cash-out Refinance Reduced
0029779519 CO 80104 PUD Primary Purchase Standard
0029779667 MA 01776 Single Family Primary Purchase Standard
0029779717 UT 84097 Single Family Primary Cash-out Refinance Standard
0029779725 MD 20882 PUD Primary Refinance Standard
0029779758 GA 30127 Single Family Primary Cash-out Refinance Reduced
0029779782 CA 95404 PUD Primary Cash-out Refinance Reduced
0029780210 MD 20814 Single Family Primary Refinance Reduced
0029780228 MD 20601 Single Family Primary Refinance Standard
0029780236 MI 48301 Single Family Primary Cash-out Refinance Standard
0029780244 CT 06853 Single Family Primary Refinance Standard
0029780277 DC 20015 Single Family Primary Refinance Standard
0029780285 DC 20015 Single Family Primary Refinance Standard
0029780319 NJ 08550 Single Family Primary Refinance Standard
0029780335 MD 20874 PUD Primary Refinance Standard
0029780343 MD 21210 Single Family Primary Refinance Standard
0029781903 MI 49449 Single Family Primary Refinance Standard
0029781911 IL 60137 Single Family Primary Refinance Standard
0029781929 AZ 85284 PUD Primary Cash-out Refinance Standard
0029781937 MD 20850 PUD Primary Purchase Standard
0029781945 ID 83712 Single Family Primary Cash-out Refinance Standard
0029781952 NV 89109 PUD Primary Cash-out Refinance Reduced
0029781960 NV 89123 PUD Primary Refinance Standard
0029782117 CA 92591 PUD Primary Purchase Standard
0029782547 CA 90807 Single Family Primary Cash-out Refinance Standard
0029782653 FL 33917 Single Family Primary Purchase Standard
0099057234 CA 94044 Condominimum Primary Cash-out Refinance Standard
0099060212 CA 94563 Single Family Primary Refinance Standard
0099075749 NJ 08550 Single Family Primary Refinance Standard
0099087397 GA 30253 PUD Primary Refinance Standard
0099092983 CO 80107 Single Family Primary Refinance Standard
0099097610 NC 28207 PUD Primary Cash-out Refinance Reduced
0099097651 NC 27410 Single Family Primary Cash-out Refinance Standard
0099099236 CA 94070 Single Family Primary Cash-out Refinance Standard
0099100463 GA 30319 Single Family Primary Cash-out Refinance Reduced
0099101792 CA 96150 PUD Primary Purchase Standard
0099104259 NC 28027 Single Family Primary Refinance Standard
0099105413 CA 91006 Single Family Secondary Refinance Standard
0099106429 AR 72712 Single Family Primary Refinance Reduced
0099107617 NC 27615 Single Family Primary Refinance Reduced
0099108300 GA 30907 PUD Primary Refinance Standard
0099108326 CA 94596 Single Family Primary Cash-out Refinance Reduced
0099111395 MO 63017 PUD Primary Cash-out Refinance Standard
0099111684 OR 97034 Single Family Primary Cash-out Refinance Standard
0099112377 TX 77845 Single Family Primary Purchase Standard
0099113490 VA 22182 PUD Primary Refinance Standard
0099114720 CA 92037 Condominimum Primary Refinance Standard
0099115016 MS 39305 Single Family Primary Refinance Standard
0099123937 CO 80304 Single Family Primary Cash-out Refinance Standard
0099126849 FL 33149 Single Family Primary Cash-out Refinance Standard
0099139545 CO 80918 Single Family Primary Cash-out Refinance Reduced
0099143646 TN 37027 PUD Primary Refinance Standard
0099146078 CA 90027 Two Family Primary Purchase Standard
6002527452 MD 20815 Condominimum Primary Purchase Rapid
6009861110 CA 90274 Single Family Primary Purchase Rapid
6015632158 MO 63124 Single Family Primary Refinance Standard
6023355446 FL 33498 PUD Primary Purchase Rapid
6033803146 MD 21122 Single Family Primary Refinance Standard
6034278744 TX 75024 PUD Primary Refinance Rapid
6035252581 SC 29928 PUD Primary Purchase Rapid
6038502719 CA 90266 Single Family Primary Refinance Rapid
6038564701 CA 94502 PUD Primary Refinance Rapid
6040961390 TX 78669 PUD Secondary Purchase Rapid
0000000000 DE 19971 PUD Primary Cash-out Refinance Standard
6055754318 TX 78572 Single Family Primary Purchase Rapid
6056580621 MD 21032 PUD Primary Refinance Standard
6066367589 NV 89448 Single Family Secondary Refinance Rapid
6067377579 NV 89413 PUD Primary Purchase Rapid
6068260568 NJ 08820 Single Family Primary Refinance Rapid
6076419313 CA 94596 PUD Primary Refinance Rapid
6085534185 CA 95436 Single Family Primary Cash-out Refinance Standard
6090255248 NV 89120 Single Family Primary Refinance Rapid
0000000000 CA 95035 PUD Primary Cash-out Refinance Standard
6115964220 CA 94010 Single Family Primary Refinance Rapid
6119118724 CA 90020 Single Family Primary Refinance Standard
0000000000 CA 96001 Single Family Primary Cash-out Refinance Rapid
6126301321 CA 94065 PUD Primary Cash-out Refinance Standard
0000000000 CA 94549 PUD Primary Cash-out Refinance Standard
6141251212 SC 29302 Single Family Primary Refinance Rapid
6156187756 CA 92602 PUD Primary Refinance Rapid
6173313971 CA 94539 Single Family Primary Cash-out Refinance Rapid
6185603807 CA 94583 PUD Primary Refinance Standard
6199595148 TN 37138 PUD Primary Refinance Rapid
6214036219 CA 90402 Single Family Primary Refinance Rapid
6217879607 GA 30040 Single Family Primary Purchase Rapid
0000000000 CA 95404 Single Family Primary Cash-out Refinance Rapid
6225357240 NJ 07028 Single Family Primary Cash-out Refinance Reduced
6230460872 MI 48103 Single Family Primary Refinance Rapid
6232473832 XX 00000 Single Family Primary Cash-out Refinance Standard
6243847396 NV 89501 Single Family Primary Purchase Standard
6254863217 TX 77027 PUD Primary Purchase Rapid
6263604016 SC 29577 Single Family Secondary Refinance Standard
6272717098 CA 92612 PUD Primary Refinance Standard
6279633850 CA 94963 Single Family Primary Cash-out Refinance Standard
6290382602 FL 33060 Single Family Primary Cash-out Refinance Standard
6293186174 DC 20016 Single Family Primary Refinance Rapid
6297782812 CA 94526 Single Family Primary Cash-out Refinance Standard
6303627290 CT 06820 Single Family Primary Purchase Standard
0000000000 CA 92660 Condominimum Primary Refinance Standard
6308362133 CA 94002 Single Family Primary Cash-out Refinance Standard
6316070074 CA 94602 Single Family Primary Cash-out Refinance Standard
6318142715 FL 33330 PUD Primary Refinance Standard
6319181423 MA 01748 Single Family Primary Cash-out Refinance Rapid
6328800104 CA 93463 Single Family Primary Cash-out Refinance Standard
0000000000 CA 95448 Single Family Primary Cash-out Refinance Standard
6338733352 FL 33181 Single Family Primary Purchase Standard
6347520824 CA 94611 Single Family Primary Refinance Rapid
6359423313 CA 90064 Single Family Primary Refinance Rapid
6362958479 CA 94596 Single Family Primary Refinance Standard
6363749299 CA 94539 Single Family Primary Cash-out Refinance Standard
6368244361 NC 28031 Single Family Primary Refinance Rapid
6389226835 TX 78746 PUD Primary Refinance Rapid
0000000000 NC 27927 Single Family Secondary Refinance Standard
6393166399 CA 94404 Single Family Primary Refinance Rapid
6401812315 FL 33914 PUD Primary Refinance Rapid
6410037110 CA 94904 Single Family Primary Cash-out Refinance Standard
6422526225 CA 94563 Single Family Primary Cash-out Refinance Rapid
6434134919 CA 94510 Single Family Primary Purchase Rapid
6434282643 TX 76006 PUD Primary Refinance Rapid
6439914950 CA 92625 PUD Primary Refinance Standard
6440788070 WI 54935 Single Family Primary Refinance Rapid
0000000000 FL 32034 Condominimum Primary Refinance Standard
6485079930 GA 30041 PUD Primary Purchase Standard
6493800764 CA 94707 Single Family Primary Cash-out Refinance Standard
6495088095 VA 22473 Single Family Secondary Purchase Standard
6505531480 MO 63005 Single Family Primary Refinance Rapid
6507517750 CA 94402 High-Rise Condo Primary Cash-out Refinance Rapid
6510798322 CA 92677 Single Family Primary Refinance Rapid
6514279956 CA 94087 Single Family Primary Refinance Standard
6521412780 GA 30068 PUD Primary Refinance Rapid
6522129417 CA 91302 PUD Primary Refinance Standard
6524647911 CA 94558 Single Family Primary Cash-out Refinance Reduced
6533626492 WI 53092 Single Family Primary Refinance Standard
0000000000 CA 91108 Single Family Primary Refinance Rapid
6543548074 CA 92130 PUD Primary Purchase Rapid
6545888221 NC 28445 Single Family Secondary Purchase Rapid
6546571479 NC 28374 Single Family Primary Cash-out Refinance Standard
6552448828 MD 21401 PUD Primary Refinance Rapid
6556800214 CA 92064 Single Family Primary Refinance Standard
6558291172 CA 90272 Single Family Primary Refinance All Ready Home
6565341366 CA 94002 Condominimum Primary Cash-out Refinance Standard
0000000000 UT 84124 Single Family Primary Refinance Rapid
6577791343 CA 94555 Single Family Primary Cash-out Refinance Standard
6578975952 VA 23320 PUD Primary Purchase Rapid
6585597377 CA 92808 PUD Primary Refinance Standard
6593206045 CA 94010 Single Family Primary Cash-out Refinance Standard
6626056607 CO 81631 PUD Primary Cash-out Refinance Rapid
6637470938 SC 29455 Condominimum Secondary Purchase Rapid
0000000000 CA 94024 Single Family Primary Refinance Rapid
6639100442 FL 33446 PUD Secondary Purchase Standard
6649940464 GA 30307 Single Family Primary Cash-out Refinance Standard
0000000000 CA 92677 PUD Primary Refinance Standard
0000000000 MD 20815 Single Family Primary Refinance Standard
6696676938 CA 94122 Single Family Primary Cash-out Refinance Standard
0000000000 MO 63122 Single Family Primary Cash-out Refinance Standard
6720255238 CA 90265 Single Family Primary Refinance Standard
6726148155 NC 27936 Single Family Secondary Purchase Standard
6732987687 CA 94112 Single Family Primary Purchase Stated
6748110472 MD 20850 PUD Primary Refinance Rapid
6748275382 CA 92009 Single Family Primary Refinance All Ready Home
6751217826 CA 95404 Single Family Secondary Refinance All Ready Home
6753157731 CA 95035 Single Family Primary Cash-out Refinance Standard
6772022338 CA 92648 Single Family Primary Refinance Standard
6776005669 CA 95032 Single Family Primary Cash-out Refinance Rapid
6785123503 CA 95228 PUD Secondary Refinance Rapid
6787746517 CA 92130 PUD Primary Purchase Standard
6795265138 CA 94403 Single Family Primary Cash-out Refinance Rapid
6803714408 CA 95135 Single Family Primary Purchase Rapid
6809605550 CO 81252 PUD Primary Cash-out Refinance Reduced
6816919770 CA 94501 Single Family Primary Refinance Standard
6826266832 KS 67801 Single Family Primary Refinance Rapid
6830442932 MD 21042 PUD Primary Refinance Standard
0000000000 SC 29451 Single Family Secondary Purchase Rapid
6833903930 CA 94563 Single Family Primary Refinance Rapid
6839654560 CA 91902 Single Family Primary Refinance Standard
6842920255 VA 22027 PUD Primary Refinance Standard
6851836988 CA 92260 PUD Primary Refinance Rapid
6860723896 MI 48439 Single Family Primary Refinance Rapid
6861042916 CA 94065 PUD Primary Refinance Rapid
6864184822 CA 90049 Single Family Primary Refinance All Ready Home
6869189891 CA 94509 Single Family Primary Refinance Standard
6869261724 CA 92103 Single Family Primary Refinance Rapid
6880182099 TN 37027 Single Family Primary Refinance Rapid
6881032228 NE 68130 Single Family Primary Cash-out Refinance Standard
6882838482 CA 94545 Single Family Primary Cash-out Refinance Rapid
6889580376 GA 30342 Single Family Primary Cash-out Refinance Rapid
6898607517 XX 00000 Condominimum Primary Purchase Rapid
0000000000 SC 29576 PUD Primary Purchase Standard
0000000000 CA 91107 Single Family Primary Purchase Rapid
0000000000 SC 29205 Single Family Primary Refinance Rapid
6921136146 VA 23233 Single Family Primary Refinance Standard
6939127384 FL 32312 Single Family Primary Purchase Standard
6946962088 CA 92661 Condominimum Secondary Purchase Standard
6948771412 CA 92118 High-Rise Condo Secondary Purchase Standard
6950004868 CA 95746 Single Family Primary Refinance Standard
6958938034 CA 95492 Single Family Primary Cash-out Refinance Rapid
6959325264 CA 92025 Single Family Primary Refinance Standard
6963030173 CA 90274 Single Family Primary Purchase Rapid
6965401356 CA 94901 PUD Primary Refinance Rapid
6973007278 CA 94904 Single Family Primary Cash-out Refinance Rapid
6980703349 CA 91024 Single Family Primary Cash-out Refinance Rapid
6987822803 CA 92651 Single Family Primary Refinance Standard
6990397108 XX 00000 Single Family Primary Refinance Rapid
0000000000 CA 93950 Two Family Investor Refinance Standard
LOAN INTEREST ORIGINAL 1ST PAYMENT MATURITY ORIG MONTHLY DUE REMAIN
NUMBER RATE PB DATE DATE TERM P&I DATE TERM
------ -------- -------- ----------- -------- ---- ------- ---- ------
0029612421 6.875 354,400 20010701 20160601 180 3,160.73 20010901 177
0029657244 6.875 300,000 20010701 20160601 180 2,675.56 20010901 177
0029681590 6.750 501,500 20010701 20160601 180 4,437.83 20011001 177
0029684958 6.875 380,000 20010801 20160701 180 3,389.05 20010901 178
0029685070 6.750 550,000 20010701 20160601 180 4,867.00 20010901 177
0029685096 6.875 650,000 20010801 20160701 180 5,797.05 20011001 178
0029689023 6.875 375,000 20010801 20160701 180 3,344.45 20010901 178
0029693009 6.875 320,000 20010701 20160601 180 2,853.94 20010901 177
0029701133 6.875 295,000 20010801 20160701 180 2,630.97 20010901 178
0029710233 7.000 330,500 20010801 20160701 180 2,970.63 20010901 178
0029726536 6.875 350,000 20010801 20160701 180 3,121.49 20011001 178
0029756541 7.500 400,000 20010801 20160701 180 3,708.05 20010901 178
0029770682 6.750 410,000 20010701 20160601 180 3,628.13 20010901 177
0029777059 6.875 353,500 20010701 20160601 180 3,152.71 20010901 177
0029777497 6.750 479,000 20010601 20160501 180 4,238.72 20010901 176
0029779428 6.750 450,000 20010701 20160601 180 3,982.10 20011001 177
0029779444 6.875 562,500 20010701 20160601 180 5,016.68 20010901 177
0029779519 7.125 547,500 20010801 20160701 180 4,959.43 20010901 178
0029779667 7.125 460,400 20010801 20160701 180 4,170.45 20011001 178
0029779717 6.875 342,400 20010601 20160501 180 3,053.71 20010901 176
0029779725 6.875 540,000 20010701 20160601 180 4,816.01 20010901 177
0029779758 6.750 344,000 20010701 20160601 180 3,044.09 20010901 177
0029779782 7.125 380,000 20010701 20160601 180 3,442.16 20010901 177
0029780210 7.125 371,000 20010701 20160601 180 3,360.64 20010901 177
0029780228 7.125 320,000 20010601 20160501 180 2,898.66 20010901 176
0029780236 7.250 325,000 20010601 20160501 180 2,966.81 20010901 176
0029780244 7.250 500,000 20010601 20160501 180 4,564.32 20010901 176
0029780277 7.000 480,000 20010701 20160601 180 4,314.38 20010901 177
0029780285 7.125 320,000 20010601 20160501 180 2,898.66 20010901 176
0029780319 6.875 306,000 20010701 20160601 180 2,729.08 20011001 177
0029780335 7.500 337,500 20010601 20160501 180 3,128.67 20010901 176
0029780343 7.000 369,900 20010501 20160401 180 3,324.77 20010901 175
0029781903 6.375 499,750 20010801 20160701 180 4,319.09 20010901 178
0029781911 7.750 350,000 20010401 20160301 180 3,294.47 20010901 174
0029781929 6.875 650,000 20010801 20160701 180 5,797.05 20010901 178
0029781937 6.750 640,000 20010801 20160701 180 5,663.42 20011001 178
0029781945 7.000 325,300 20010801 20160701 180 2,923.89 20010901 178
0029781952 7.125 547,000 20010801 20160701 180 4,954.90 20010901 178
0029781960 7.250 360,000 20010801 20160701 180 3,286.31 20010901 178
0029782117 7.000 357,450 20010801 20160701 180 3,212.87 20010901 178
0029782547 7.000 350,000 20010801 20160701 180 3,145.90 20011001 178
0029782653 7.375 315,000 20010701 20160601 180 2,897.76 20010901 177
0099057234 6.875 322,500 20010701 20160601 180 2,876.23 20010901 177
0099060212 7.000 550,000 20010801 20160701 180 4,943.56 20010901 178
0099075749 6.625 472,000 20010801 20160701 180 4,144.14 20010901 178
0099087397 7.375 532,850 20010801 20160701 180 4,901.82 20011001 178
0099092983 6.875 500,000 20010801 20160701 180 4,459.27 20011001 178
0099097610 6.875 375,000 20010901 20160801 180 3,344.45 20010901 179
0099097651 6.875 360,000 20011001 20160901 180 3,210.68 20011001 180
0099099236 6.500 365,000 20010801 20160701 180 3,179.54 20010901 178
0099100463 6.875 650,000 20010901 20160801 180 5,797.05 20011001 179
0099101792 7.000 404,800 20010801 20160701 180 3,638.46 20011001 178
0099104259 6.875 478,000 20010901 20160801 180 4,263.07 20010901 179
0099105413 6.875 320,000 20010901 20160801 180 2,853.93 20010901 179
0099106429 6.875 649,990 20010901 20160801 180 5,796.96 20011001 179
0099107617 6.875 465,000 20010901 20160801 180 4,147.13 20011001 179
0099108300 6.875 301,000 20010901 20160801 180 2,684.49 20010901 179
0099108326 6.500 312,000 20010901 20160801 180 2,717.86 20010901 179
0099111395 7.250 360,000 20010901 20160801 180 3,286.31 20011001 179
0099111684 7.250 400,000 20010901 20160801 180 3,651.45 20010901 179
0099112377 6.750 400,000 20010801 20160701 180 3,539.64 20010901 178
0099113490 7.000 393,000 20010901 20160801 180 3,532.40 20011001 179
0099114720 6.750 373,500 20010901 20160801 180 3,305.14 20010901 179
0099115016 7.000 415,000 20010901 20160801 180 3,730.14 20011001 179
0099123937 7.000 579,500 20010901 20160801 180 5,208.71 20010901 179
0099126849 6.875 650,000 20010601 20160501 180 5,797.05 20011001 176
0099139545 6.875 442,500 20010901 20160801 180 3,946.46 20011001 179
0099143646 6.875 481,950 20010901 20160801 180 4,298.29 20011001 179
0099146078 7.250 504,000 20010901 20160801 180 4,600.83 20010901 179
6002527452 6.875 317,425 20010901 20160801 180 2,830.97 20010901 179
6009861110 6.875 456,800 20010901 20160801 180 4,074.00 20010901 179
6015632158 7.000 399,700 20011001 20160901 180 3,592.62 20011001 180
6023355446 7.000 306,000 20011001 20160901 180 2,750.42 20011001 180
6033803146 7.000 717,500 20010901 20160801 180 6,449.10 20010901 179
6034278744 6.750 332,000 20010901 20160801 180 2,937.90 20010901 179
6035252581 7.000 360,000 20011001 20160901 180 3,235.79 20011001 180
6038502719 6.875 563,000 20010901 20160801 180 5,021.14 20010901 179
6038564701 7.000 496,000 20010901 20160801 180 4,458.19 20010901 179
6040961390 6.875 388,000 20010901 20160801 180 3,460.40 20010901 179
0000000000 6.875 350,000 20010901 20160801 180 3,121.50 20010901 179
6055754318 7.375 446,300 20010901 20160801 180 4,105.62 20010901 179
6056580621 7.250 640,000 20010901 20160801 180 5,842.33 20010901 179
6066367589 7.125 458,000 20011001 20160901 180 4,148.71 20011001 180
6067377579 6.875 640,000 20010901 20160801 180 5,707.87 20010901 179
6068260568 6.875 333,950 20011001 20160901 180 2,978.35 20011001 180
6076419313 6.875 358,000 20011001 20160901 180 3,192.84 20011001 180
6085534185 7.250 640,000 20010901 20160801 180 5,842.33 20010901 179
6090255248 6.875 560,000 20011001 20160901 180 4,994.39 20011001 180
0000000000 7.000 650,000 20010901 20160801 180 5,842.39 20010901 179
6115964220 6.750 550,000 20010901 20160801 180 4,867.01 20010901 179
6119118724 6.875 710,000 20010901 20160801 180 6,332.17 20010901 179
0000000000 6.875 437,500 20010901 20160801 180 3,901.87 20010901 179
6126301321 6.875 500,000 20010901 20160801 180 4,459.28 20010901 179
0000000000 6.750 600,000 20010901 20160801 180 5,309.46 20010901 179
6141251212 6.875 397,000 20011001 20160901 180 3,540.67 20011001 180
6156187756 6.875 455,000 20010901 20160801 180 4,057.94 20011001 179
6173313971 7.000 400,000 20010901 20160801 180 3,595.32 20010901 179
6185603807 7.125 720,000 20010901 20160801 180 6,521.99 20010901 179
6199595148 6.875 509,500 20010901 20160801 180 4,544.00 20010901 179
6214036219 6.875 612,000 20010901 20160801 180 5,458.15 20010901 179
6217879607 6.750 400,000 20010901 20160801 180 3,539.64 20010901 179
0000000000 6.875 650,000 20010901 20160801 180 5,797.06 20010901 179
6225357240 6.875 350,000 20010901 20160801 180 3,121.50 20010901 179
6230460872 6.750 333,000 20011001 20160901 180 2,946.75 20011001 180
6232473832 7.000 385,000 20010901 20160801 180 3,460.49 20010901 179
6243847396 6.875 556,000 20010901 20160801 180 4,958.72 20011001 179
6254863217 7.000 332,000 20011001 20160901 180 2,984.12 20011001 180
6263604016 7.000 975,000 20010901 20160801 180 8,763.58 20011001 179
6272717098 6.500 650,000 20011001 20160901 180 5,662.20 20011001 180
6279633850 6.875 553,000 20011001 20160901 180 4,931.96 20011001 180
6290382602 7.250 330,000 20010901 20160801 180 3,012.45 20010901 179
6293186174 6.875 435,000 20010901 20160801 180 3,879.57 20010901 179
6297782812 7.000 425,000 20010901 20160801 180 3,820.03 20010901 179
6303627290 6.750 1,000,000 20010901 20160801 180 8,849.10 20010901 179
0000000000 6.875 330,000 20011001 20160901 180 2,943.12 20011001 180
6308362133 6.875 330,000 20010901 20160801 180 2,943.12 20010901 179
6316070074 6.875 410,000 20010901 20160801 180 3,656.61 20010901 179
6318142715 6.750 313,900 20011001 20160901 180 2,777.74 20011001 180
6319181423 6.875 398,000 20010901 20160801 180 3,549.59 20010901 179
6328800104 7.000 313,000 20010901 20160801 180 2,813.34 20010901 179
0000000000 7.000 550,000 20010901 20160801 180 4,943.56 20010901 179
6338733352 7.250 444,960 20010901 20160801 180 4,061.88 20010901 179
6347520824 7.125 400,000 20010901 20160801 180 3,623.33 20010901 179
6359423313 6.875 350,000 20010901 20160801 180 3,121.50 20010901 179
6362958479 7.250 442,000 20010901 20160801 180 4,034.86 20010901 179
6363749299 6.875 485,000 20010901 20160801 180 4,325.50 20010901 179
6368244361 6.750 360,000 20011001 20160901 180 3,185.68 20011001 180
6389226835 6.875 456,000 20010901 20160801 180 4,066.86 20010901 179
0000000000 7.250 557,600 20010901 20160801 180 5,090.13 20010901 179
6393166399 6.750 308,500 20011001 20160901 180 2,729.95 20011001 180
6401812315 6.750 298,000 20011001 20160901 180 2,637.04 20011001 180
6410037110 6.750 499,000 20010901 20160801 180 4,415.70 20010901 179
6422526225 6.875 431,500 20010901 20160801 180 3,848.36 20010901 179
6434134919 7.375 397,000 20010901 20160801 180 3,652.10 20010901 179
6434282643 6.750 327,700 20010901 20160801 180 2,899.85 20010901 179
6439914950 6.875 1,000,000 20010901 20160801 180 8,918.55 20010901 179
6440788070 7.625 464,000 20011001 20160901 180 4,334.37 20011001 180
0000000000 6.875 419,177 20011001 20160901 180 3,738.45 20011001 180
6485079930 6.875 320,000 20011001 20160901 180 2,853.94 20011001 180
6493800764 7.125 466,500 20010901 20160801 180 4,225.71 20010901 179
6495088095 6.875 340,000 20010901 20160801 180 3,032.31 20010901 179
6505531480 7.250 404,027 20010901 20160801 180 3,688.22 20010901 179
6507517750 6.875 450,000 20011001 20160901 180 4,013.35 20011001 180
6510798322 7.500 644,000 20010901 20160801 180 5,969.96 20010901 179
6514279956 6.625 560,650 20010901 20160801 180 4,922.48 20010901 179
6521412780 6.750 491,000 20011001 20160901 180 4,344.91 20011001 180
6522129417 6.875 775,000 20011001 20160901 180 6,911.88 20011001 180
6524647911 6.875 350,000 20010901 20160801 180 3,121.50 20010901 179
6533626492 7.000 396,000 20010901 20160801 180 3,559.37 20010901 179
0000000000 6.500 500,000 20011001 20160901 180 4,355.54 20011001 180
6543548074 7.125 599,992 20010901 20160801 180 5,434.92 20010901 179
6545888221 6.750 288,000 20010901 20160801 180 2,548.54 20010901 179
6546571479 6.875 470,000 20010901 20160801 180 4,191.72 20010901 179
6552448828 7.125 407,700 20011001 20160901 180 3,693.08 20011001 180
6556800214 6.875 460,000 20011001 20160901 180 4,102.54 20011001 180
6558291172 6.750 327,500 20010901 20160801 180 2,898.08 20010901 179
6565341366 7.000 420,000 20010901 20160801 180 3,775.08 20010901 179
0000000000 7.000 574,400 20010901 20160801 180 5,162.87 20011001 179
6577791343 7.000 433,000 20011001 20160901 180 3,891.93 20011001 180
6578975952 6.750 400,000 20011001 20160901 180 3,539.64 20011001 180
6585597377 7.000 710,000 20010901 20160801 180 6,381.69 20010901 179
6593206045 6.750 700,000 20010901 20160801 180 6,194.37 20011001 179
6626056607 6.750 455,000 20010801 20160701 180 4,026.34 20010901 178
6637470938 7.000 356,000 20011001 20160901 180 3,199.83 20011001 180
0000000000 6.875 380,000 20010901 20160801 180 3,389.05 20010901 179
6639100442 7.500 650,000 20010901 20160801 180 6,025.59 20010901 179
6649940464 7.625 906,000 20010901 20160801 180 8,463.22 20010901 179
0000000000 7.125 971,000 20010901 20160801 180 8,795.63 20010901 179
0000000000 6.875 540,000 20011001 20160901 180 4,816.02 20011001 180
6696676938 6.750 385,000 20010901 20160801 180 3,406.91 20010901 179
0000000000 7.000 307,500 20011001 20160901 180 2,763.90 20011001 180
6720255238 6.875 700,000 20010901 20160801 180 6,242.99 20010901 179
6726148155 7.125 650,000 20010901 20160801 180 5,887.91 20010901 179
6732987687 6.750 336,700 20010901 20160801 180 2,979.50 20010901 179
6748110472 6.875 370,000 20010901 20160801 180 3,299.87 20010901 179
6748275382 7.250 415,000 20010901 20160801 180 3,788.39 20010901 179
6751217826 7.250 628,000 20010901 20160801 180 5,732.78 20010901 179
6753157731 6.875 1,000,000 20010901 20160801 180 8,918.55 20010901 179
6772022338 6.875 333,000 20010901 20160801 180 2,969.88 20011001 179
6776005669 7.000 720,000 20010901 20160801 180 6,471.57 20010901 179
6785123503 6.875 588,000 20010901 20160801 180 5,244.11 20010901 179
6787746517 7.250 444,000 20010901 20160801 180 4,053.12 20010901 179
6795265138 6.750 455,000 20010901 20160801 180 4,026.34 20010901 179
6803714408 6.875 600,000 20010901 20160801 180 5,351.13 20010901 179
6809605550 6.750 400,000 20011001 20160901 180 3,539.64 20011001 180
6816919770 6.750 317,000 20010901 20160801 180 2,805.17 20010901 179
6826266832 6.750 425,000 20010901 20160801 180 3,760.87 20010901 179
6830442932 7.375 470,000 20011001 20160901 180 4,323.64 20011001 180
0000000000 6.875 352,000 20010901 20160801 180 3,139.33 20010901 179
6833903930 6.875 310,000 20011001 20160901 180 2,764.75 20011001 180
6839654560 7.000 405,500 20010901 20160801 180 3,644.75 20010901 179
6842920255 6.875 325,000 20011001 20160901 180 2,898.53 20011001 180
6851836988 6.875 360,000 20010901 20160801 180 3,210.68 20010901 179
6860723896 7.000 370,000 20010901 20160801 180 3,325.67 20010901 179
6861042916 6.875 518,000 20010901 20160801 180 4,619.81 20011001 179
6864184822 6.875 622,000 20011001 20160901 180 5,547.34 20011001 180
6869189891 6.875 329,000 20010901 20160801 180 2,934.21 20010901 179
6869261724 7.250 335,000 20010901 20160801 180 3,058.10 20010901 179
6880182099 6.875 384,000 20010801 20160701 180 3,424.73 20010901 178
6881032228 7.000 472,500 20010901 20160801 180 4,246.97 20010901 179
6882838482 6.875 350,000 20010901 20160801 180 3,121.50 20010901 179
6889580376 6.875 457,000 20010901 20160801 180 4,075.78 20010901 179
6898607517 6.875S 408,000 20011001 20160901 180 3,638.77 20011001 180
0000000000 6.875 600,000 20011001 20160901 180 5,351.13 20011001 180
0000000000 7.375 328,000 20011001 20160901 180 3,017.35 20011001 180
0000000000 6.875 344,000 20010901 20160801 180 3,067.98 20010901 179
6921136146 6.875 450,000 20011001 20160901 180 4,013.35 20011001 180
6939127384 7.125 334,000 20010901 20160801 180 3,025.48 20010901 179
6946962088 6.875 512,500 20011001 20160901 180 4,570.76 20011001 180
6948771412 7.250 475,000 20010901 20160801 180 4,336.10 20010901 179
6950004868 7.125 376,000 20011001 20110901 120 4,389.95 20011001 120
6958938034 7.000 320,000 20010901 20160801 180 2,876.26 20010901 179
6959325264 6.875 437,500 20010901 20160801 180 3,901.87 20010901 179
6963030173 7.000 550,000 20010901 20160801 180 4,943.56 20010901 179
6965401356 6.875 500,000 20010901 20160801 180 4,459.28 20010901 179
6973007278 7.125 650,000 20011001 20160901 180 5,887.91 20011001 180
6980703349 7.000 360,000 20010901 20160801 180 3,235.79 20010901 179
6987822803 6.875 350,000 20010901 20160801 180 3,121.50 20010901 179
6990397108 6.875 309,000 20011001 20160901 180 2,755.84 20011001 180
0000000000 7.000 400,000 20011001 20160901 180 3,595.32 20011001 180
LOAN SCHEDULED APPRAISAL
NUMBER PB FICO VALUE
------ ----------- ---- -----------
0029612421 350,989.59 738 450,000
0029657244 297,113.10 718 475,000
0029681590 496,437.34 704 724,000
0029684958 377,569.12 781 900,000
0029685070 544,650.25 758 1,450,000
0029685096 643,756.96 794 950,000
0029689023 372,601.13 738 665,000
0029693009 316,920.61 658 400,000
0029701133 293,112.86 774 520,000
0029710233 328,408.49 798 400,000
0029726536 347,761.03 776 881,000
0029756541 397,576.35 736 1,000,000
0029770682 406,012.01 649 585,000
0029777059 350,098.23 756 570,000
0029777497 472,770.31 807 1,000,000
0029779428 445,622.92 752 700,000
0029779444 557,087.02 679 750,000
0029779519 544,063.67 679 740,000
0029779667 457,517.82 766 580,000
0029779717 337,994.15 675 428,000
0029779725 534,803.54 756 680,000
0029779758 340,653.98 734 430,000
0029779782 376,318.61 674 604,000
0029780210 367,505.85 702 480,000
0029780228 315,969.65 739 435,000
0029780236 320,950.41 690 500,000
0029780244 493,769.88 729 675,000
0029780277 475,430.31 675 615,000
0029780285 315,969.65 744 450,000
0029780319 303,055.33 769 570,000
0029780335 333,384.43 699 440,000
0029780343 363,996.43 646 775,000
0029781903 495,728.29 769 709,000
0029781911 343,694.64 769 510,000
0029781929 645,173.92 673 1,200,000
0029781937 633,885.84 745 800,000
0029781945 323,241.40 684 440,000
0029781952 543,575.69 694 730,000
0029781960 357,770.67 733 450,000
0029782117 355,187.94 638 448,000
0029782547 345,336.58 693 500,000
0029782653 312,096.77 753 355,000
0099057234 319,396.57 719 430,000
0099060212 546,519.42 740 1,180,000
0099075749 468,914.89 736 605,000
0099087397 529,585.98 776 675,000
0099092983 496,801.49 715 825,000
0099097610 373,803.99 735 870,000
0099097651 360,000.00 724 510,000
0099099236 362,588.57 664 900,000
0099100463 647,926.91 783 1,305,000
0099101792 402,238.29 726 506,000
0099104259 476,475.47 791 608,000
0099105413 318,979.40 765 449,000
0099106429 647,916.94 743 850,000
0099107617 463,516.93 649 586,000
0099108300 300,039.99 782 390,000
0099108326 310,972.14 745 500,000
0099111395 358,885.00 724 495,000
0099111684 398,765.22 778 989,000
0099112377 397,413.47 765 501,000
0099113490 391,760.10 761 720,000
0099114720 372,295.80 746 650,000
0099115016 413,689.72 693 530,000
0099123937 577,671.71 697 1,710,000
0099126849 629,543.63 795 965,000
0099139545 440,858.67 712 590,000
0099143646 480,412.88 749 620,000
0099146078 502,444.17 727 630,000
6002527452 316,412.61 809 397,000
6009861110 455,343.08 731 650,000
6015632158 398,882.29 660 625,000
6023355446 306,000.00 719 340,000
6033803146 715,236.32 744 1,025,000
6034278744 330,929.60 740 415,000
6035252581 360,000.00 763 540,000
6038502719 561,204.38 763 1,200,000
6038564701 494,435.14 711 650,000
6040961390 386,762.52 771 485,000
0000000000 348,883.71 775 646,000
6055754318 444,937.27 714 511,000
6056580621 638,024.34 693 800,000
6066367589 458,000.00 740 2,800,000
6067377579 637,958.80 709 805,000
6068260568 333,950.00 711 430,000
6076419313 358,000.00 792 830,000
6085534185 638,024.34 736 1,600,000
6090255248 560,000.00 736 1,625,000
0000000000 647,949.28 765 1,300,000
6115964220 548,226.74 749 1,050,000
6119118724 707,735.54 703 1,500,000
0000000000 436,104.64 709 625,000
6126301321 498,405.30 763 850,000
0000000000 598,065.54 651 1,050,000
6141251212 397,000.00 718 510,000
6156187756 453,548.83 740 760,000
6173313971 398,738.01 758 750,000
6185603807 717,753.01 780 960,000
6199595148 507,875.01 768 662,000
6214036219 604,577.69 762 1,750,000
6217879607 398,710.36 784 735,000
0000000000 647,926.90 775 1,250,000
6225357240 348,883.71 706 520,000
6230460872 333,000.00 749 895,000
6232473832 383,024.08 752 625,000
6243847396 554,226.70 772 695,000
6254863217 332,000.00 769 420,000
6263604016 971,923.92 739 1,300,000
6272717098 650,000.00 713 1,660,000
6279633850 553,000.00 633 790,000
6290382602 328,981.30 670 440,000
6293186174 433,612.62 810 750,000
6297782812 423,659.14 784 655,000
6303627290 996,775.90 760 1,350,000
0000000000 330,000.00 783 725,000
6308362133 328,947.51 761 925,000
6316070074 408,692.35 629 651,000
6318142715 313,900.00 658 400,000
6319181423 396,730.62 806 625,000
6328800104 312,012.49 803 1,200,000
0000000000 548,264.77 775 800,000
6338733352 443,586.42 681 500,000
6347520824 398,751.67 750 1,540,000
6359423313 348,883.71 802 475,000
6362958479 440,635.56 768 795,000
6363749299 483,453.15 782 1,300,000
6368244361 360,000.00 735 535,000
6389226835 454,545.64 762 570,000
0000000000 555,878.70 673 697,000
6393166399 308,500.00 801 682,700
6401812315 298,000.00 791 790,000
6410037110 497,391.18 748 1,000,000
6422526225 430,123.78 719 775,000
6434134919 395,787.80 787 665,000
6434282643 326,643.46 771 626,000
6439914950 996,810.62 738 1,700,000
6440788070 464,000.00 770 580,000
0000000000 419,177.00 743 850,000
6485079930 320,000.00 730 400,000
6493800764 465,044.13 754 800,000
6495088095 338,915.61 735 439,000
6505531480 402,779.78 769 980,000
6507517750 450,000.00 735 850,000
6510798322 642,055.04 714 1,550,000
6514279956 558,822.78 675 1,300,000
6521412780 491,000.00 762 620,000
6522129417 775,000.00 692 1,400,000
6524647911 348,883.71 760 600,000
6533626492 394,750.63 713 499,000
0000000000 500,000.00 775 1,175,000
6543548074 598,119.53 709 800,000
6545888221 287,071.46 793 362,000
6546571479 468,500.99 776 880,000
6552448828 407,700.00 783 660,000
6556800214 460,000.00 670 630,000
6558291172 326,444.11 721 600,000
6565341366 418,674.92 704 600,000
0000000000 572,587.80 751 718,000
6577791343 433,000.00 728 620,000
6578975952 400,000.00 734 525,000
6585597377 707,759.98 705 890,000
6593206045 690,538.76 698 2,000,000
6626056607 452,057.82 749 650,000
6637470938 356,000.00 731 460,000
0000000000 378,788.03 793 1,550,000
6639100442 648,036.91 687 905,000
6649940464 903,293.66 686 1,250,000
0000000000 967,969.68 687 1,225,000
0000000000 540,000.00 715 795,000
6696676938 383,758.72 636 950,000
0000000000 307,500.00 784 615,000
6720255238 697,767.43 741 1,476,500
6726148155 647,971.47 682 950,000
6732987687 335,614.44 737 518,000
6748110472 368,819.92 736 600,000
6748275382 413,718.90 675 1,000,000
6751217826 626,061.39 779 1,100,000
6753157731 996,810.62 789 3,100,000
6772022338 331,937.93 685 530,000
6776005669 717,728.43 715 2,075,000
6785123503 586,124.64 739 925,000
6787746517 442,629.38 766 555,000
6795265138 453,533.04 770 650,000
6803714408 598,086.37 767 920,000
6809605550 400,000.00 720 520,000
6816919770 315,977.96 737 460,000
6826266832 423,629.76 783 900,000
6830442932 470,000.00 634 675,000
0000000000 350,877.34 747 440,000
6833903930 310,000.00 755 610,000
6839654560 404,220.67 661 610,000
6842920255 325,000.00 693 597,000
6851836988 358,851.82 793 550,000
6860723896 368,832.66 787 610,000
6861042916 516,347.71 774 900,000
6864184822 622,000.00 774 1,200,000
6869189891 327,950.69 736 440,000
6869261724 333,965.86 732 850,000
6880182099 381,269.44 758 500,000
6881032228 471,009.28 695 675,000
6882838482 348,883.71 742 550,000
6889580376 455,542.45 730 1,350,000
6898607517 408,000.00 773 553,000
0000000000 600,000.00 697 985,000
0000000000 328,000.00 783 410,000
0000000000 342,902.85 748 460,000
6921136146 450,000.00 784 750,000
6939127384 332,957.65 762 417,500
6946962088 512,500.00 714 775,000
6948771412 473,533.69 803 675,000
6950004868 376,000.00 678 545,000
6958938034 318,990.41 777 410,000
6959325264 436,104.64 753 625,000
6963030173 548,264.77 801 1,050,000
6965401356 498,405.30 767 1,550,000
6973007278 650,000.00 769 1,600,000
6980703349 358,864.21 777 1,025,000
6987822803 348,883.71 725 1,240,000
6990397108 309,000.00 735 395,000
0000000000 400,000.00 751 665,000
Loan Count: 220
Scheduled PB: $ 100,589,009.76
Interest Rate W/A: 6.958
Unpaid PB W/A: $ 457,222.77
Remaining Term W/A: 179
EXHIBIT E
REQUEST FOR RELEASE OF DOCUMENTS
[date]
To: The Bank of New York
000 Xxxxxxx Xxxxxx - 00 X
Xxx Xxxx, Xxx Xxxx 00000
Attn: Inventory Control
Re: The Pooling and Servicing Agreement dated September 25, 2001, 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
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 25, 2001, 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: __________________________________
EXHIBIT G-1
FORM OF TRANSFEROR CERTIFICATE
FOR TRANSFERS OF PRIVATE CERTIFICATES
[Date]
The Bank of New York
000 Xxxxxxx Xxxxxx - 00 X
Xxx Xxxx, Xxx Xxxx 00000
Re: Bank of America Mortgage Securities, Inc., Mortgage Pass-Through
Certificates, Series 2001-10, Class ___, having an initial aggregate
Certificate Balance as of September 25, 2001 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 25, 2001, 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:____________________________________
EXHIBIT G-2A
FORM I OF TRANSFEREE CERTIFICATE
FOR TRANSFERS OF PRIVATE CERTIFICATES
[Date]
The Bank of New York
000 Xxxxxxx Xxxxxx - 00 X
Xxx Xxxx, Xxx Xxxx 00000
Re: Bank of America Mortgage Securities, Inc., Mortgage Pass-Through
Certificates, Series 2001-10, Class ___, having an initial aggregate
Certificate Balance as of September 25, 2001 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 25, 2001, 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:____________________________________
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:____________________________________
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:_____________________________________
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:_____________________________________
EXHIBIT G-2B
FORM II OF TRANSFEREE CERTIFICATE
FOR TRANSFERS OF PRIVATE CERTIFICATES
[Date]
The Bank of New York
000 Xxxxxxx Xxxxxx-00 X
Xxx Xxxx, Xxx Xxxx 00000
Re: Bank of America Mortgage Securities, Inc., Mortgage Pass-Through
Certificates, Series 2001-10, Class ___, having an initial aggregate
Certificate Principal Balance as of September 25, 2001 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 25, 2001, 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:_____________________________________
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:____________________________________
EXHIBIT H
FORM OF TRANSFEREE REPRESENTATION LETTER
FOR BENEFIT PLAN-RESTRICTED CERTIFICATES
The Bank of New York
000 Xxxxxxx Xxxxxx - 00 X
Xxx Xxxx, Xxx Xxxx 00000
Re: Bank of America Mortgage Securities, Inc., Mortgage Pass-Through
Certificates, Series 2001-10, Class ___, having an initial aggregate
Certificate Principal Balance as of September 25, 2001 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 25, 2001, 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:_____________________________________
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 2001-10
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 1-A-R or Class 1-A-LR
Certificate (the "Certificate") issued pursuant to the Pooling and Servicing
Agreement, dated September 25, 2001, (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
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 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
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
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 Certificate or cause the 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
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 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 Certificate in excess of
cash flows generated thereby, and agrees to pay taxes associated with holding
the 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.
* * *
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
______________, ____
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.
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.
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
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.
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:___________________________________
Name:_________________________________
Title:________________________________
Loss Mitigation Advisor
_______________________
By:___________________________________
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:______________________________________
Name:____________________________________
Title:___________________________________
EXHIBIT L
LIST OF RECORDATION STATES
NONE
EXHIBIT M
PAC GROUP SCHEDULE AND TAC GROUP SCHEDULE
PAYMENT DATE PAC GROUP
------------ ---------
Initial Balance ............................................. $72,805,000.00
October 25, 2001 ............................................ 72,446,612.77
November 25, 2001 ........................................... 72,065,747.07
December 25, 2001 ........................................... 71,662,585.36
January 25, 2002 ............................................ 71,237,325.60
February 25, 2002 ........................................... 70,790,181.04
March 25, 2002 .............................................. 70,321,380.12
April 25, 2002 .............................................. 69,831,166.27
May 25, 2002 ................................................ 69,319,797.75
June 25, 2002 ............................................... 68,787,547.41
July 25, 2002 ............................................... 68,234,702.51
August 25, 2002 ............................................. 67,661,564.43
September 25, 2002 .......................................... 67,068,448.45
October 25, 2002 ............................................ 66,455,683.47
November 25, 2002 ........................................... 65,823,611.72
December 25, 2002 ........................................... 65,172,588.44
January 25, 2003 ............................................ 64,502,981.60
February 25, 2003 ........................................... 63,815,171.52
March 25, 2003 .............................................. 63,109,550.53
April 25, 2003 .............................................. 62,386,522.63
May 25, 2003 ................................................ 61,646,503.10
June 25, 2003 ............................................... 60,889,918.10
July 25, 2003 ............................................... 60,117,204.27
August 25, 2003 ............................................. 59,328,808.31
September 25, 2003 .......................................... 58,525,186.58
October 25, 2003 ............................................ 57,706,804.60
November 25, 2003 ........................................... 56,874,136.68
December 25, 2003 ........................................... 56,027,665.39
January 25, 2004 ............................................ 55,167,881.14
February 25, 2004 ........................................... 54,295,281.67
March 25, 2004 .............................................. 53,428,647.34
April 25, 2004 .............................................. 52,567,939.75
May 25, 2004 ................................................ 51,713,120.75
June 25, 2004 ............................................... 50,864,152.43
July 25, 2004 ............................................... 50,020,997.16
August 25, 2004 ............................................. 49,183,617.52
September 25, 2004 .......................................... 48,351,976.35
October 25, 2004 ............................................ 47,526,036.74
November 25, 2004 ........................................... 46,705,762.00
December 25, 2004 ........................................... 45,891,115.70
January 25, 2005 ............................................ 45,082,061.64
February 25, 2005 ........................................... 44,278,563.87
March 25, 2005 .............................................. 43,480,586.65
April 25, 2005 .............................................. 42,688,094.50
May 25, 2005 ................................................ 41,901,052.16
June 25, 2005 ............................................... 41,119,424.60
July 25, 2005 ............................................... 40,343,177.01
August 25, 2005 ............................................. 39,572,274.84
September 25, 2005 .......................................... 38,806,683.74
October 25, 2005 ............................................ 38,046,369.58
November 25, 2005 ........................................... 37,291,298.47
December 25, 2005 ........................................... 36,541,436.75
January 25, 2006 ............................................ 35,796,750.96
February 25, 2006 ........................................... 35,057,207.86
March 25, 2006 .............................................. 34,322,774.45
April 25, 2006 .............................................. 33,593,417.91
May 25, 2006 ................................................ 32,869,105.68
June 25, 2006 ............................................... 32,149,805.39
July 25, 2006 ............................................... 31,435,484.87
August 25, 2006 ............................................. 30,726,112.18
September 25, 2006 .......................................... 30,021,655.58
October 25, 2006 ............................................ 29,324,336.48
November 25, 2006 ........................................... 28,631,839.57
December 25, 2006 ........................................... 27,944,133.60
January 25, 2007 ............................................ 27,261,187.49
February 25, 2007 ........................................... 26,582,970.41
March 25, 2007 .............................................. 25,909,451.69
April 25, 2007 .............................................. 25,240,600.88
May 25, 2007 ................................................ 24,577,532.91
June 25, 2007 ............................................... 23,929,801.32
July 25, 2007 ............................................... 23,297,075.62
August 25, 2007 ............................................. 22,679,032.19
September 25, 2007 .......................................... 22,075,354.10
October 25, 2007 ............................................ 21,487,679.42
November 25, 2007 ........................................... 20,913,702.83
December 25, 2007 ........................................... 20,353,127.39
January 25, 2008 ............................................ 19,805,662.32
February 25, 2008 ........................................... 19,271,022.91
March 25, 2008 .............................................. 18,748,930.39
April 25, 2008 .............................................. 18,239,111.81
May 25, 2008 ................................................ 17,741,299.92
June 25, 2008 ............................................... 17,255,233.05
July 25, 2008 ............................................... 16,780,654.99
August 25, 2008 ............................................. 16,317,314.90
September 25, 2008 .......................................... 15,864,967.19
October 25, 2008 ............................................ 15,426,618.07
November 25, 2008 ........................................... 14,998,670.65
December 25, 2008 ........................................... 14,580,896.46
January 25, 2009 ............................................ 14,173,071.80
February 25, 2009 ........................................... 13,774,977.71
March 25, 2009 .............................................. 13,386,399.81
April 25, 2009 .............................................. 13,007,128.26
May 25, 2009 ................................................ 12,636,957.61
June 25, 2009 ............................................... 12,275,686.77
July 25, 2009 ............................................... 11,923,118.89
August 25, 2009 ............................................. 11,579,061.27
September 25, 2009 .......................................... 11,243,325.28
October 25, 2009 ............................................ 10,918,265.70
November 25, 2009 ........................................... 10,601,045.32
December 25, 2009 ........................................... 10,291,490.21
January 25, 2010 ............................................ 9,989,430.10
February 25, 2010 ........................................... 9,694,698.35
March 25, 2010 .............................................. 9,407,131.84
April 25, 2010 .............................................. 9,126,570.93
May 25, 2010 ................................................ 8,852,859.35
June 25, 2010 ............................................... 8,585,844.17
July 25, 2010 ............................................... 8,325,375.70
August 25, 2010 ............................................. 8,071,307.45
September 25, 2010 .......................................... 7,823,496.02
October 25, 2010 ............................................ 7,583,655.68
November 25, 2010 ........................................... 7,349,687.23
December 25, 2010 ........................................... 7,121,459.82
January 25, 2011 ............................................ 6,898,845.41
February 25, 2011 ........................................... 6,681,718.65
March 25, 2011 .............................................. 6,469,956.88
April 25, 2011 .............................................. 6,263,440.01
May 25, 2011 ................................................ 6,062,050.52
June 25, 2011 ............................................... 5,865,673.39
July 25, 2011 ............................................... 5,674,196.06
August 25, 2011 ............................................. 5,487,508.33
September 25, 2011 .......................................... 5,305,502.40
October 25, 2011 ............................................ 5,128,072.71
November 25, 2011 ........................................... 4,955,116.01
December 25, 2011 ........................................... 4,786,531.21
January 25, 2012 ............................................ 4,622,219.40
February 25, 2012 ........................................... 4,462,083.79
March 25, 2012 .............................................. 4,306,029.65
April 25, 2012 .............................................. 4,153,964.28
May 25, 2012 ................................................ 4,005,796.97
June 25, 2012 ............................................... 3,861,438.95
July 25, 2012 ............................................... 3,720,803.37
August 25, 2012 ............................................. 3,583,805.22
September 25, 2012 .......................................... 3,450,361.33
October 25, 2012 ............................................ 3,320,390.33
November 25, 2012 ........................................... 3,193,812.59
December 25, 2012 ........................................... 3,070,550.18
January 25, 2013 ............................................ 2,950,526.89
February 25, 2013 ........................................... 2,833,668.11
March 25, 2013 .............................................. 2,719,900.86
April 25, 2013 .............................................. 2,609,153.76
May 25, 2013 ................................................ 2,501,356.92
June 25, 2013 ............................................... 2,396,442.02
July 25, 2013 ............................................... 2,294,342.17
August 25, 2013 ............................................. 2,194,991.97
September 25, 2013 .......................................... 2,098,327.42
October 25, 2013 ............................................ 2,004,285.90
November 25, 2013 ........................................... 1,912,806.18
December 25, 2013 ........................................... 1,823,828.33
January 25, 2014 ............................................ 1,737,293.75
February 25, 2014 ........................................... 1,653,145.09
March 25, 2014 .............................................. 1,571,326.28
April 25, 2014 .............................................. 1,491,782.45
May 25, 2014 ................................................ 1,414,459.95
June 25, 2014 ............................................... 1,339,306.29
July 25, 2014 ............................................... 1,266,270.12
August 25, 2014 ............................................. 1,195,301.23
September 25, 2014 .......................................... 1,126,350.51
October 25, 2014 ............................................ 1,059,369.92
November 25, 2014 ........................................... 994,312.49
December 25, 2014 ........................................... 931,132.25
January 25, 2015 ............................................ 869,784.29
February 25, 2015 ........................................... 810,224.65
March 25, 2015 .............................................. 752,410.35
April 25, 2015 .............................................. 696,299.37
May 25, 2015 ................................................ 641,850.61
June 25, 2015 ............................................... 589,023.87
July 25, 2015 ............................................... 537,779.86
August 25, 2015 ............................................. 488,080.14
September 25, 2015 .......................................... 439,887.15
October 25, 2015 ............................................ 393,164.13
November 25, 2015 ........................................... 347,875.17
December 25, 2015 ........................................... 303,985.13
January 25, 2016 ............................................ 261,459.68
February 25, 2016 ........................................... 220,265.24
March 25, 2016 .............................................. 180,368.98
April 25, 2016 .............................................. 141,738.82
May 25, 2016 ................................................ 104,343.37
June 25, 2016 ............................................... 68,151.97
July 25, 2016 ............................................... 33,134.63
August 25, 2016 ............................................. 0.00
