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XXXX XX XXXXXXX MORTGAGE SECURITIES, INC.,
as Depositor,
NATIONSBANC MORTGAGE CORPORATION,
as Servicer,
BANK OF AMERICA, FSB,
as Servicer,
and
THE BANK OF NEW YORK,
as Trustee
POOLING AND SERVICING AGREEMENT
Dated June 24, 1999
-----------------------
Mortgage Pass-Through Certificates
Series 1999-7
================================================================================
TABLE OF CONTENTS
PRELIMINARY STATEMENT...........................................................
ARTICLE I
DEFINITIONS
Section 1. 01 Defined Terms..................................................
Section 1. 03 Interest Calculations..........................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2. 01 Conveyance of Mortgage Loans...................................
Section 2. 02 Acceptance by the Trustee of the Mortgage Loans................
Section 2. 03 Representations, Warranties and Covenants of the NMC Servicer..
Section 2. 04 Representations, Warranties and Covenants of the BA Servicer...
Section 2. 05 Representations and Warranties of the Depositor as to the
Mortgage Loans...............................................
Section 2. 06 Designation of Interests in the REMIC..........................
Section 2. 07 Designation of Start-up Day....................................
Section 2. 08 REMIC Certificate Maturity Date................................
Section 2. 09 Execution and Delivery of Certificates.........................
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3. 01 Servicers to Service Mortgage Loans............................
Section 3. 02 Subservicing; Enforcement of the Obligations of Servicers......
Section 3. 03 Fidelity Bond; Errors and Omissions Insurance..................
Section 3. 04 Access to Certain Documentation................................
Section 3. 05 Maintenance of Primary Mortgage Insurance Policy; Claims.......
Section 3. 06 Rights of the Depositor and the Trustee in Respect of the
Servicers....................................................
Section 3. 07 Trustee to Act as Servicer.....................................
Section 3. 08 Collection of Mortgage Loan Payments; Servicer Custodial
Accounts; Certificate Account and Class A-16 Reserve Fund....
Section 3. 09 Collection of Taxes, Assessments and Similar Items;
Escrow Accounts..............................................
Section 3. 10 Access to Certain Documentation and Information Regarding
the Mortgage Loans...........................................
Section 3. 11 Permitted Withdrawals from the Servicer Custodial Accounts
and Certificate Account......................................
Section 3. 12 Maintenance of Hazard Insurance................................
Section 3. 13 Enforcement of Due-On-Sale Clauses; Assumption Agreements......
Section 3. 14 Realization Upon Defaulted Mortgage Loans; REO Property........
Section 3. 15 Trustee to Cooperate; Release of Mortgage Files................
Section 3. 16 Documents, Records and Funds in Possession of the Servicers
to be Held for the Trustee.
Section 3. 17 Servicing Compensation.........................................
Section 3. 18 Annual Statement as to Compliance..............................
Section 3. 19 Annual Independent Public Accountants' Servicing Statement;
Financial Statements.........................................
Section 3. 20 Advances.......................................................
Section 3. 21 Modifications, Waivers, Amendments and Consents................
Section 3. 22 Reports to the Securities and Exchange Commission..............
Section 3. 23 Maintenance of the Rounding Accounts; Collections Thereunder...
ARTICLE IV
SERVICER'S CERTIFICATE
Section 4. 01 Servicer's Certificate.........................................
ARTICLE V
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;
REMIC ADMINISTRATION
Section 5. 01 Distributions..................................................
Section 5. 02 Priorities of Distribution.....................................
Section 5. 03 Allocation of Losses...........................................
Section 5. 04 Statements to Certificateholders...............................
Section 5. 05 Tax Returns and Reports to Certificateholders..................
Section 5. 06 Tax Matters Person.............................................
Section 5. 07 Rights of the Tax Matters Person in Respect of the Trustee.....
Section 5. 08 REMIC Related Covenants........................................
Section 5.09 Principal Distributions on the Special Retail Certificates.....
ARTICLE VI
THE CERTIFICATES
Section 6. 01 The Certificates...............................................
Section 6. 02 Registration of Transfer and Exchange of Certificates..........
Section 6. 03 Mutilated, Destroyed, Lost or Stolen Certificates..............
Section 6. 04 Persons Deemed Owners..........................................
ARTICLE VII
THE DEPOSITOR AND THE SERVICERS
Section 7. 01 Respective Liabilities of the Depositor and the Servicers......
Section 7. 02 Merger or Consolidation of the Depositor or a Servicer.........
Section 7. 03 Limitation on Liability of the Depositor, the Servicers
and Others...................................................
Section 7. 04 Depositor and Servicers Not to Resign..........................
ARTICLE VIII
DEFAULT
Section 8. 01 Events of Default..............................................
Section 8. 02 Remedies of Trustee............................................
Section 8. 03 Directions by Certificateholders and Duties of Trustee
During Event of Default......................................
Section 8. 04 Action upon Certain Failures of a Servicer and upon
Event of Default.............................................
Section 8. 05 Trustee to Act; Appointment of Successor.......................
Section 8. 06 Notification to Certificateholders.............................
ARTICLE IX
THE TRUSTEE
Section 9. 01 Duties of Trustee..............................................
Section 9. 02 Certain Matters Affecting the Trustee..........................
Section 9. 03 Trustee Not Liable for Certificates or Mortgage Loans..........
Section 9. 04 Trustee May Own Certificates...................................
Section 9. 05 Eligibility Requirements for Trustee...........................
Section 9. 06 Resignation and Removal of Trustee.............................
Section 9. 07 Successor Trustee..............................................
Section 9. 08 Merger or Consolidation of Trustee.............................
Section 9. 09 Appointment of Co-Trustee or Separate Trustee..................
Section 9. 10 Authenticating Agents..........................................
Section 9. 11 Trustee's Fees and Expenses....................................
Section 9. 12 [RESERVED].....................................................
Section 9. 13 Paying Agents..................................................
Section 9. 14 Limitation of Liability........................................
Section 9. 15 Trustee May Enforce Claims Without Possession of Certificates..
Section 9. 16 Suits for Enforcement..........................................
Section 9. 17 Waiver of Bond Requirement.....................................
Section 9. 18 Waiver of Inventory, Accounting and Appraisal Requirement......
Section 9. 19 Year 2000 Compliance...........................................
ARTICLE X
TERMINATION
Section 10. 01 Termination upon Purchase by the Depositor or
Liquidation of All Mortgage Loans............................
Section 10. 02 Additional Termination Requirements............................
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11. 01 Amendment......................................................
Section 11. 02 Recordation of Agreement.......................................
Section 11. 03 Limitation on Rights of Certificateholders.....................
Section 11. 04 Governing Law..................................................
Section 11. 05 Notices........................................................
Section 11. 06 Severability of Provisions.....................................
Section 11. 07 Certificates Nonassessable and Fully Paid......................
Section 11. 08 Access to List of Certificateholders...........................
Section 11. 09 Recharacterization.............................................
EXHIBITS
Exhibit A-1 - Form of Face of Class A-1 Certificate
Exhibit A-2 - Form of Face of Class A-2 Certificate
Exhibit A-3 - Form of Face of Class A-3 Certificate
Exhibit A-4 - Form of Face of Class A-4 Certificate
Exhibit A-5 - Form of Face of Class A-5 Certificate
Exhibit A-6 - Form of Face of Class A-6 Certificate
Exhibit A-7 - Form of Face of Class A-7 Certificate
Exhibit A-8 - Form of Face of Class A-8 Certificate
Exhibit A-9 - Form of Face of Class A-9 Certificate
Exhibit A-10 - Form of Face of Class A-10 Certificate
Exhibit A-11 - Form of Face of Class A-11 Certificate
Exhibit A-12 - Form of Face of Class A-12 Certificate
Exhibit A-13 - Form of Face of Class A-13 Certificate
Exhibit A-14 - Form of Face of Class A-14 Certificate
Exhibit A-15 - Form of Face of Class A-15 Certificate
Exhibit A-16 - Form of Face of Class A-16 Certificate
Exhibit A-17 - Form of Face of Class A-17 Certificate
Exhibit A-18 - Form of Face of Class A-18 Certificate
Exhibit A-19 - Form of Face of Class A-19 Certificate
Exhibit A-20 - Form of Face of Class A-20 Certificate
Exhibit A-21 - Form of Face of Class A-21 Certificate
Exhibit A-22 - Form of Face of Class A-22 Certificate
Exhibit A-23 - Form of Face of Class A-23 Certificate
Exhibit A-24 - Form of Face of Class A-24 Certificate
Exhibit A-25 - Form of Face of Class A-25 Certificate
Exhibit A-PO - Form of Face of Class A-PO Certificate
Exhibit A-R - Form of Face of Class A-R Certificate
Exhibit B-1 - Form of Face of Class B-1 Certificate
Exhibit B-2 - Form of Face of Class B-2 Certificate
Exhibit B-3 - Form of Face of Class B-3 Certificate
Exhibit B-4 - Form of Face of Class B-4 Certificate
Exhibit B-5 - Form of Face of Class B-5 Certificate
Exhibit B-6 - Form of Face of Class B-6 Certificate
Exhibit C Form of Reverse of all Certificates...................C-1
Exhibit D-1 BA Mortgage Loan Schedule...........................D-1-1
Exhibit D-2 NMC Mortgage Loan Schedule..........................D-2-1
Exhibit E Request for Release of Documents......................E-1
Exhibit F Form of Certification of Establishment
of Account..........................................F-1
Exhibit G-1 Form of Transferor's Certificate....................G-1-1
Exhibit G-2A Form 1 of Transferee's Certificate.................G-2A-1
Exhibit G-2B Form 2 of Transferee's Certificate.................G-2B-1
Exhibit H Form of Transferee Representation Letter
for ERISA Restricted Certificates.....................H-1
Exhibit I Form of Affidavit Regarding Transfer of
Residual Certificate................................I-1
Exhibit J Contents of Servicing File............................J-1
Exhibit K Form of Special Servicing Agreement...................K-1
POOLING AND SERVICING AGREEMENT
THIS POOLING AND SERVICING AGREEMENT, dated June 24, 1999, is
hereby executed by and among BANK OF AMERICA MORTGAGE SECURITIES, INC., as
depositor (together with its permitted successors and assigns, the "Depositor"),
NATIONSBANC MORTGAGE CORPORATION, as servicer (together with its permitted
successors and assigns, the "NMC Servicer"), BANK OF AMERICA, FSB, as servicer
(together with its permitted successors and assigns, the "BA Servicer" and,
together with the NMC Servicer, the "Servicers"), and THE BANK OF NEW YORK, as
trustee (together with its permitted successors and assigns, the "Trustee").
W I T N E S S E T H T H A T:
In consideration of the mutual agreements herein contained, the
Depositor, the NMC Servicer, the BA Servicer and the Trustee agree as follows:
Integral
Initial Class Multiples
Certificate Pass-Through Minimum in Excess
Classes Balance Rate Denomination of Minimum
------- ------- ---- ------------ ----------
Class A-1 $71,133,000.00 6.500% $1,000 $1
Class A-2 $15,000,000.00 6.500% $1,000 $1
Class A-3 $108,160,000.00 6.500% $1,000 $1
Class A-4 $20,000,000.00 6.500% $1,000 $1
Class A-5 $4,459,000.00 7.000% $1,000 $1
Class A-6 $3,776,000.00 7.000% $1,000 $1
Class A-7 $2,650,000.00 7.000% $1,000 $1
Class A-8 $2,309,000.00 7.000% $1,000 $1
Class A-9 $1,823,000.00 7.000% $1,000 $1
Class A-10 $1,551,000.00 7.000% $1,000 $1
Class A-11 $1,245,000.00 7.000% $1,000 $1
Class A-12 $808,000.00 7.000% $1,000 $1
Class A-13 $1,363,000.00 7.000% $1,000 $1
Class A-14 $553,929.00 7.000% $1,000 $1
Class A-15 $2,090,000.00 7.000% $1,000 $1
Class A-16 $1,665,000.00 (1) $1,000 $1
Class A-17 $1,053,000.00 7.250% $1,000 $1
Class A-18 $1,776,000.00 7.250% $1,000 $1
Class A-19 $13,867,000.00 6.500% $1,000 $1
Class A-20 $125,000,000.00 6.500% $1,000 $1
Class A-21 $19,401,000.00 6.500% $1,000 $1
Class A-22 $4,088,006.00 (2) $1,000 $1
Class A-23 $10,373,962.00 6.500% $1,000 $1
Class A-24 $48,000,000.00 6.500% $1,000 $1
Class A-25 $16,405,103.00 7.250% $1,000 $1
Class A-PO $203,733.00 (2) $25,000 $1
Class A-R $100.00 6.500% $100 N/A
Class B-1 $12,001,000.00 6.500% $25,000 $1
Class B-2 $3,751,000.00 6.500% $25,000 $1
Class B-3 $1,751,000.00 6.500% $25,000 $1
Class B-4 $1,751,000.00 6.500% $25,000 $1
Class B-5 $1,001,000.00 6.500% $25,000 $1
Class B-6 $1,001,096.23 6.500% $25,000 $1
---------------
(1) During the first twelve Interest Accrual Periods, the Class A-16
Certificates will bear interest at 8.000% per annum. Beginning with the Interest
Accrual Period commencing July 1, 2000 and thereafter, the Class A-16
Certificates will bear interest at 7.000% per annum.
(2) The Class A-22 and Class A-PO Certificates will be Principal-Only
Certificates and will not bear interest.
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms. Whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires, shall have
the meanings specified in this Article:
1933 Act: The Securities Act of 1933, as amended.
Accrued Certificate Interest: For any Distribution Date and each
interest-bearing Class, one month's interest accrued during the related Interest
Accrual Period at the applicable Pass-Through Rate on the applicable Class
Certificate Balance.
Adjusted Pool Amount: With respect to any Distribution Date, the
Cut-Off Date Pool Principal Balance of the Mortgage Loans minus the sum of (i)
all amounts in respect of principal received in respect of the Mortgage Loans
(including, without limitation, amounts received as Monthly Payments, Periodic
Advances, Principal Prepayments, Liquidation Proceeds and Substitution
Adjustment Amounts) and distributed to Holders of Certificates on such
Distribution Date and all prior Distribution Dates and (ii) the principal
portion of all Realized Losses (other than Debt Service Reductions) incurred on
the Mortgage Loans from the Cut-Off Date through the end of the month preceding
such Distribution Date.
Adjusted Pool Amount (PO Portion): With respect to any
Distribution Date, the sum of the amounts, calculated as follows, with respect
to all Outstanding Mortgage Loans: the product of (i) the PO Percentage for each
such Mortgage Loan and (ii) the remainder of (A) the Cut-Off Date Principal
Balance of such Mortgage Loan minus (B) the sum of (x) all amounts in respect of
principal received in respect of such Mortgage Loan (including, without
limitation, amounts received as Monthly Payments, Periodic Advances, Principal
Prepayments, Liquidation Proceeds and Substitution Adjustment Amounts) and
distributed to Holders of the Certificates on such Distribution Date and all
prior Distribution Dates and (y) the principal portion of any Realized Loss
(other than a Debt Service Reduction) incurred on such Mortgage Loan from the
Cut-Off Date through the end of the month preceding such Distribution Date.
Advance: A Periodic Advance or a Servicing Advance.
Agreement: This Pooling and Servicing Agreement together with all
amendments hereof and supplements hereto.
Amount Held for Future Distribution: As to any Distribution Date,
the total of the amounts held in the Servicer Custodial Accounts at the close of
business on the preceding Determination Date on account of (i) Principal
Prepayments and Liquidation Proceeds received or made in the month of such
Distribution Date and (ii) payments which represent receipt of Monthly Payments
in respect of a Due Date or Due Dates subsequent to the related Due Date.
Appraised Value: With respect to any Mortgaged Property, either
(i) the lesser of (a) the appraised value determined in an appraisal obtained by
the originator at origination of such Mortgage Loan and (b) the sales price for
such property, except that, in the case of Mortgage Loans the proceeds of which
were used to refinance an existing mortgage loan, the Appraised Value of the
related Mortgaged Property is the appraised value thereof determined in an
appraisal obtained at the time of refinancing, or (ii) the appraised value
determined in an appraisal made at the request of a Mortgagor subsequent to
origination in order to eliminate the Mortgagor's obligation to keep a Primary
Insurance Policy in force.
Assignment of Mortgage: An individual assignment of the Mortgage,
notice of transfer or equivalent instrument in recordable form, sufficient under
the laws of the jurisdiction wherein the related Mortgaged Property is located
to give record notice of the sale of the Mortgage.
Authenticating Agents: As defined in Section 9.10.
BA Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase
Agreement, dated June 24, 1999, between the BA Seller, as seller, and the
Depositor, as purchaser.
BA Mortgage Loans: The Mortgage Loans serviced by the BA Servicer
and identified on Exhibit D-1 as such Exhibit is amended from time to time to
reflect the addition of Substitute Mortgage Loans and the deletion of Defective
Mortgage Loans pursuant to the provisions of this Agreement.
BA Seller: Bank of America, FSB, a federal savings bank, or its
successor in interest, as seller of the BA Mortgage Loans under the BA Mortgage
Loan Purchase Agreement.
BA Servicer: Bank of America, FSB, a federal savings bank, or its
successor in interest, in its capacity as servicer of the BA Mortgage Loans, or
any successor servicer appointed as herein provided.
BA Servicer Custodial Account: The separate Eligible Account or
Accounts created and maintained by the BA Servicer pursuant to Section 3.08(b).
Bankruptcy Loss: Any Deficient Valuation or Debt Service
Reduction.
Bankruptcy Loss Amount: As of any Distribution Date, the Initial
Bankruptcy Loss Amount less the aggregate amount of Bankruptcy Losses previously
incurred during the period from the Cut-Off Date through the last day of the
month preceding the month of such Distribution Date; provided, however, that
such amount may be reduced from time to time with the written consent of the
Rating Agencies provided that such reduction does not result in a downgrading to
the current rating of the Certificates.
Book-Entry Certificate: All Classes of Certificates other than
the Physical Certificates.
Business Day: Any day other than (i) a Saturday or a Sunday or
(ii) a day on which banking institutions in the State of North Carolina, the
State of New York, the State of California, the State of Virginia, the state in
which the servicing offices of either Servicer are located or the state in which
the Corporate Trust Office is located are required or authorized by law or
executive order to be closed.
Certificate: Any of the Bank of America Mortgage Securities, Inc.
Mortgage Pass-Through Certificates, Series 1999-7 that are issued pursuant to
this Agreement.
Certificate Account: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 3.08(c) in the name of the Trustee
for the benefit of the Certificateholders and designated "The Bank of New York,
in trust for registered holders of Bank of America Mortgage Securities, Inc.
Mortgage Pass-Through Certificates, Series 1999-7." Funds in the Certificate
Account shall be held in trust for the Certificateholders for the uses and
purposes set forth in this Agreement.
Certificate Balance: With respect to any Certificate at any date,
the maximum dollar amount of principal to which the Holder thereof is then
entitled hereunder, such amount being equal to the product of the Percentage
Interest of such Certificate and the Class Certificate Balance of the Class of
Certificates of which such Certificate is a part.
Certificate Owner: With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of a Book-Entry Certificate. With respect to
any Definitive Certificate, the Certificateholder of such Certificate.
Certificate Register: The register maintained pursuant to Section
6.02.
Certificate Registrar: The registrar appointed pursuant to
Section 6.02.
Certificateholder: The Person in whose name a Certificate is
registered in the Certificate Register, except that, solely for the purpose of
giving any consent pursuant to this Agreement, any Certificate registered in the
name of the Depositor, either Servicer or any affiliate thereof shall be deemed
not to be outstanding and the Percentage Interest and Voting Rights evidenced
thereby shall not be taken into account in determining whether the requisite
amount of Percentage Interests or Voting Rights, as the case may be, necessary
to effect any such consent has been obtained, unless such entity is the
registered owner of the entire Class of Certificates, provided that the Trustee
shall not be responsible for knowing that any Certificate is registered in the
name of such an affiliate unless one of its Responsible Officers has actual
knowledge.
Class: As to the Certificates, the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class
A-10, Class A-11, Class A-12, Class A-13, Class A-14, Class A-15, Class A-16,
Class A-17, Class A-18, Class A-19, Class A-20, Class A-21, Class A-22, Class
A-23, Class A-24, Class A-25, Class A-PO, Class A-R, Class B-1, Class B-2, Class
B-3, Class B-4, Class B-5 and Class B-6 Certificates, as the case may be.
Class A Certificates: The Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class
A-11, Class A-12, Class A-13, Class A-14, Class A-15, Class A-16, Class A-17,
Class A-18, Class A-19, Class A-20, Class A-21, Class A-22, Class A-23, Class
A-24, Class A-25, Class A-PO and Class A-R Certificates.
Class A-16 Reserve Amount: For each of the first twelve
Distribution Dates, an amount equal to the product of (i) the Class Certificate
Balance of the Class A-16 Certificates on the day immediately preceding each
such Distribution Date and (ii) one-twelfth of the excess of the current
Pass-Through Rate on the Class A-16 Certificates over 7.000%.
Class A-16 Reserve Fund: The separate Eligible Account created
and maintained by the Trustee pursuant to Section 3.08(f) in the name of the
Trustee for the benefit of the Certificateholders and designated "The Bank of
New York, in trust for the registered holders of Bank of America Mortgage
Securities, Inc., Mortgage Pass-Through Certificates, Series 1999-7." Funds in
the Class A-16 Reserve Fund shall be held in trust for the Certificateholders
for the uses and purposes set forth in this Agreement.
Class A-PO Deferred Amount: As to any Distribution Date prior to
the Senior Credit Support Depletion Date, the aggregate of the applicable PO
Percentage of each Realized Loss, other than an Excess Loss, to be allocated to
the Class A-PO Certificates on such Distribution Date or previously allocated to
the Class A-PO Certificates and not yet paid to the Holders of the Class A-PO
Certificates pursuant to Section 5.02(a)(iii).
Class B Certificates: The Class B-1, Class B-2, Class B-3, Class
B-4, Class B-5 and Class B-6 Certificates.
Class Certificate Balance: With respect to any Class and any date
of determination, the Initial Class Certificate Balance of such Class minus the
sum of (i) all distributions of principal made with respect thereto, (ii) all
Realized Losses allocated thereto pursuant to Section 5.03(a) and (iii) all
other reductions in Class Certificate Balance previously allocated thereto
pursuant to Section 5.03(b).
Class Interest Shortfall: For any Distribution Date and each
interest-bearing Class, the amount by which Accrued Certificate Interest for
such Class (as reduced pursuant to Section 5.02(c)) exceeds the amount of
interest actually distributed on such Class on such Distribution Date pursuant
to clause (i) of the definition of "Interest Distribution Amount."
Class Unpaid Interest Shortfall: As to any Distribution Date and
each interest-bearing Class, the amount by which the aggregate Class Interest
Shortfalls for such Class on prior Distribution Dates exceeds the amount of
interest actually distributed on such Class on such prior Distribution Dates
pursuant to clause (ii) of the definition of "Interest Distribution Amount."
Closing Date: June 24, 1999.
Code: The Internal Revenue Code of 1986, as amended.
Compensating Interest: As defined in Section 3.17.
Co-op Shares: Shares issued by private non-profit housing
corporations.
Corporate Trust Office: The principal office of the Trustee at
which at any particular time its certificate transfer services are conducted,
which office at the date of the execution of this instrument is located at 000
Xxxxxxx Xxxxxx - 00X, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust - MBS
(Fax: (000) 000-0000).
Custodian: Any Custodian appointed by the Trustee in accordance
with the terms of this Agreement.
Customary Servicing Procedures: With respect to each Servicer,
procedures (including collection procedures) that such Servicer customarily
employs and exercises in servicing and administering mortgage loans for its own
account and which are in accordance with accepted mortgage servicing practices
of prudent lending institutions servicing mortgage loans of the same type as the
Mortgage Loans in the jurisdictions in which the related Mortgaged Properties
are located.
Cut-Off Date: June 1, 1999.
Cut-Off Date Pool Principal Balance: The aggregate of the Cut-Off
Date Principal Balances of the Mortgage Loans which is $500,009,929.24.
Cut-Off Date Principal Balance: As to any Mortgage Loan, the
unpaid principal balance thereof as of the close of business on the Cut-Off
Date, reduced by all installments of principal due on or prior thereto whether
or not paid.
Debt Service Reduction: As to any Mortgage Loan and any
Determination Date, the excess of (i) the Monthly Payment due on the related Due
Date under the terms of such Mortgage Loan over (ii) the amount of the monthly
payment of principal and/or interest required to be paid with respect to such
Due Date by the Mortgagor as established by a court of competent jurisdiction
(pursuant to an order which has become final and nonappealable) as a result of a
proceeding initiated by or against the related Mortgagor under the Bankruptcy
Code, as amended from time to time (11 U.S.C.); provided that no such excess
shall be considered a Debt Service Reduction so long as (a) the related Servicer
is pursuing an appeal of the court order giving rise to any such modification
and (b)(1) such Mortgage Loan is not in default with respect to payment due
thereunder in accordance with the terms of such Mortgage Loan as in effect on
the Cut-Off Date or (2) Monthly Payments are being advanced by the related
Servicer in accordance with the terms of such Mortgage Loan as in effect on the
Cut-Off Date.
Debt Service Reduction Mortgage Loan: Any Mortgage Loan that
became the subject of a Debt Service Reduction.
Deceased Holder: A Certificate Owner of a Special Retail
Certificate who was living at the time such interest was acquired and whose
executor or other authorized representative causes to be furnished to the
Trustee a certified copy of the death certificate and any additional evidence of
death satisfactory to the Trustee and any tax waivers requested by the Trustee.
Defective Mortgage Loan: Any Mortgage Loan which is required to
be cured, repurchased or substituted for pursuant to Sections 2.02 or 2.05.
Deficient Valuation: As to any Mortgage Loan and any
Determination Date, the excess of (i) the then outstanding indebtedness under
such Mortgage Loan over (ii) the secured valuation thereof established by a
court of competent jurisdiction (pursuant to an order which has become final and
nonappealable) as a result of a proceeding initiated by or against the related
Mortgagor under the Bankruptcy Code, as amended from time to time (11 U.S.C.),
pursuant to which such Mortgagor retained such Mortgaged Property; provided that
no such excess shall be considered a Deficient Valuation so long as (a) the
related Servicer is pursuing an appeal of the court order giving rise to any
such modification and (b)(1) such Mortgage Loan is not in default with respect
to payments due thereunder in accordance with the terms of such Mortgage Loan as
in effect on the Cut-Off Date or (2) Monthly Payments are being advanced by the
related Servicer in accordance with the terms of such Mortgage Loan as in effect
on the Cut-Off Date.
Deficient Valuation Mortgage Loan: Any Mortgage Loan that became
the subject of a Deficient Valuation.
Definitive Certificates: As defined in Section 6.02(c)(iii).
Depositor: Bank of America Mortgage Securities, Inc., a Delaware
corporation, or its successor in interest, as depositor of the Trust Estate.
Depository: The Depository Trust Company, the nominee of which is
Cede & Co., as the registered Holder of the Book-Entry Certificates or any
successor thereto appointed in accordance with this Agreement. The Depository
shall at all times be a "clearing corporation" as defined in Section 8-102(3) of
the Uniform Commercial Code of the State of New York.
Depository Participant: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
Determination Date: As to any Distribution Date, the 16th day of
the month of the related Distribution Date or, if such 16th day is not a
Business Day, the Business Day immediately preceding such 16th day.
Discount Mortgage Loan: Any Mortgage Loan with a Net Mortgage
Interest Rate that is less than 6.500% per annum.
Distribution Date: The 25th day of each month beginning in July
1999 (or, if such day is not a Business Day, the next Business Day).
Due Date: As to any Distribution Date and each Mortgage Loan, the
first day in the calendar month of such Distribution Date.
Eligible Account: Any of (i) an account or accounts maintained
with (a) NationsBank, N.A. or any successor thereto, (b) Bank of America, FSB,
or (c) a federal or state chartered depository institution or trust company the
short-term unsecured debt obligations of which (or, in the case of a depository
institution or trust company that is the principal subsidiary of a holding
company, the debt obligations of such holding company) have the highest
short-term ratings of each Rating Agency at the time any amounts are held on
deposit therein, or (ii) an account or accounts in a depository institution or
trust company in which such accounts are insured by the FDIC (to the limits
established by the FDIC) and the uninsured deposits in which accounts are
otherwise secured such that, as evidenced by an Opinion of Counsel delivered to
the Trustee and to each Rating Agency, the Certificateholders have a claim with
respect to the funds in such account or a perfected first priority security
interest against any collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to claims of any other
depositors or creditors of the depository institution or trust company in which
such account is maintained, or (iii) a trust account or accounts maintained with
the trust department of a federal or state chartered depository institution or
trust company, acting in its fiduciary capacity or (iv) any other account
acceptable to each Rating Agency. Eligible Accounts may bear interest and may
include, if otherwise qualified under this definition, accounts maintained with
the Trustee.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA Restricted Certificates: The Class B Certificates.
Escrow Account: As defined in Section 3.09.
Escrow Payments: The amounts constituting taxes, assessments,
Primary Insurance Policy premiums, fire and hazard insurance premiums and other
payments as may be required to be escrowed by the Mortgagor with the mortgagee
pursuant to the terms of any Mortgage Note or Mortgage.
Event of Default: As defined in Section 8.01.
Excess Losses: For any Distribution Date, the amount of any (i)
Fraud Losses in excess of the Fraud Loss Amount, (ii) Special Hazard Losses in
excess of the Special Hazard Loss Amount or (iii) Bankruptcy Losses in excess of
the Bankruptcy Loss Amount.
Excess Proceeds: With respect to any Liquidated Mortgage Loan,
the amount, if any, by which the sum of any Liquidation Proceeds of such
Mortgage Loan received in the calendar month in which such Mortgage Loan became
a Liquidated Mortgage Loan, net of any amounts previously reimbursed to the
related Servicer as Nonrecoverable Advance(s) with respect to such Mortgage Loan
pursuant to Section 3.11(a)(iii), exceeds (i) the unpaid principal balance of
such Liquidated Mortgage Loan as of the Due Date in the month in which such
Mortgage Loan became a Liquidated Mortgage Loan plus (ii) accrued interest at
the Mortgage Interest Rate from the Due Date as to which interest was last paid
or for which a Periodic Advance was made (and not reimbursed) up to the Due Date
applicable to the Distribution Date immediately following the calendar month
during which such liquidation occurred.
FDIC: The Federal Deposit Insurance Corporation, or any successor
thereto.
FHLMC: The Federal Home Loan Mortgage Corporation, or any
successor thereto.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates will be made pursuant to Section
10.01.
Financial Market Service: Bloomberg Financial Service and any
other financial information provider designated by the Depositor by written
notice to the Trustee.
FIRREA: The Financial Institutions Reform, Recovery and
Enforcement Act of 1989, as amended.
Fitch: Fitch IBCA, Inc., or any successor thereto.
FNMA: 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 occurring during
the period from the Closing Date through the first anniversary of the Cut-Off
Date, the Initial Fraud Loss Amount reduced by the amount of Fraud Losses
allocated to the Certificates. Thereafter, the Fraud Loss Amount shall be equal
to the lesser of (i) the Initial Fraud Loss Amount reduced by the amount of
Fraud Losses allocated to the Certificates and (ii) for each Distribution Date
occurring (a) during the period from the day after the first anniversary through
the third anniversary of the Cut-Off Date, 1% of the Pool Stated Principal
Balance, (b) during the period from the day after the third anniversary through
the fifth anniversary of the Cut-Off Date, 0.5% of the Pool Stated Principal
Balance, and (c) after the fifth anniversary of the Cut-Off Date, zero.
Holder: A Certificateholder.
Independent: When used with respect to any specified Person means
such a Person who (i) is in fact independent of the Depositor and the Servicers,
(ii) does not have any direct financial interest or any material indirect
financial interest in the Depositor or either Servicer or in an affiliate of any
of them, and (iii) is not connected with the Depositor or either Servicer as an
officer, employee, promoter, underwriter, trustee, partner, director or person
performing similar functions.
Indirect Depository Participant: A broker, dealer, bank or other
financial institution or other Person maintaining a custodial relationship with
a Depository Participant.
Initial Bankruptcy Loss Amount: $153,896.27.
Initial Class Certificate Balance: As to each Class of
Certificates, the Class Certificate Balance set forth in the Preliminary
Statement.
Initial Fraud Loss Amount: $5,000,099.29.
Initial Special Hazard Amount: $5,002.818.06.
Insurance Policy: With respect to any Mortgage Loan included in
the Trust Estate, any related insurance policy, including all riders and
endorsements thereto in effect, including any replacement policy or policies for
any Insurance Policies.
Insurance Proceeds: Proceeds paid by an insurer pursuant to any
Insurance Policy, in each case other than any amount included in such Insurance
Proceeds in respect of Insured Expenses.
Insured Expenses: Expenses covered by an Insurance Policy or any
other insurance policy with respect to the Mortgage Loans.
Interest Accrual Period: As to any Distribution Date and each
Class of Certificates (other than the Class A-22 and Class A-PO Certificates),
the period from and including the first day of the calendar month preceding the
calendar month of such Distribution Date to but not including the first day of
the calendar month of such Distribution Date.
Interest Distribution Amount: For any Distribution Date and each
interest-bearing Class, the sum of (i) the Accrued Certificate Interest, subject
to reduction pursuant to Section 5.02(c) and (ii) any Class Unpaid Interest
Shortfall for such Class.
Liquidated Mortgage Loan: With respect to any Distribution Date,
a defaulted Mortgage Loan (including any REO Property) that was liquidated in
the calendar month preceding the month of such Distribution Date and as to which
the related Servicer has certified (in accordance with this Agreement) that it
has received all proceeds it expects to receive in connection with the
liquidation of such Mortgage Loan including the final disposition of an REO
Property.
Liquidation Proceeds: Amounts, including Insurance Proceeds,
received in connection with the partial or complete liquidation of defaulted
Mortgage Loans, whether through trustee's sale, foreclosure sale or otherwise or
amounts received in connection with any condemnation or partial release of a
Mortgaged Property and any other proceeds received in connection with an REO
Property, less the sum of related unreimbursed Servicing Fees and Advances.
Living Holder: A Certificate Owner of a Special Retail
Certificate other than a Deceased Holder.
Loan-to-Value Ratio: With respect to any Mortgage Loan and any
date of determination, the fraction, expressed as a percentage, the numerator of
which is the outstanding principal balance of the related Mortgage Loan at the
date of determination and the denominator of which is the Appraised Value of the
related Mortgaged Property.
MERS: As defined in Section 2.01(b)(iii).
Monthly Payment: The scheduled monthly payment on a Mortgage Loan
due on any Due Date allocable to principal and/or interest on such Mortgage Loan
which, unless otherwise specified herein, shall give effect to any related Debt
Service Reduction and any Deficient Valuation that affects the amount of the
monthly payment due on such Mortgage Loan.
Mortgage: The mortgage, deed of trust or other instrument
creating a first lien on a Mortgaged Property securing a Mortgage Note or
creating a first lien on a leasehold interest.
Mortgage File: The mortgage documents listed in Section 2.01
pertaining to a particular Mortgage Loan and any additional documents required
to be added to the Mortgage File pursuant to this Agreement.
Mortgage Interest Rate: As to any Mortgage Loan, the per annum
rate of interest at which interest accrues on the principal balance of such
Mortgage Loan in accordance with the terms of the related Mortgage Note.
Mortgage Loan Purchase Agreement: Each of the BA Mortgage Loan
Purchase Agreement and the NMC Mortgage Loan Purchase Agreement.
Mortgage Loan Schedule: The list of Mortgage Loans (as from time
to time amended by the applicable Servicer to reflect the addition of Substitute
Mortgage Loans and the deletion of Defective Mortgage Loans pursuant to the
provisions of this Agreement) transferred to the Trustee as part of the Trust
Estate and from time to time subject to this Agreement, attached hereto as
Exhibit D-1 and Exhibit D-2, setting forth the following information with
respect to each Mortgage Loan: (i) the Mortgage Loan identifying number; (ii) a
code indicating whether the Mortgaged Property is owner-occupied; (iii) the
property type for each Mortgaged Property; (iv) the original months to maturity
or the remaining months to maturity from the Cut-Off Date; (v) the Loan-to-Value
Ratio at origination; (vi) the Mortgage Interest Rate; (vii) the date on which
the first Monthly Payment was due on the Mortgage Loan, and, if such date is not
the Due Date currently in effect, such Due Date; (viii) the stated maturity
date; (ix) the amount of the Monthly Payment as of the Cut-Off Date; (x) the
paid-through date; (xi) the original principal amount of the Mortgage Loan;
(xii) the principal balance of the Mortgage Loan as of the close of business on
the Cut-Off Date, after application of payments of principal due on or before
the Cut-Off Date, whether or not collected, and after deduction of any payments
collected of scheduled principal due after the Cut-Off Date; (xiii) a code
indicating the purpose of the Mortgage Loan; (xiv) a code indicating the
documentation style; and (xv) the Appraised Value. With respect to the Mortgage
Loans in the aggregate, the Mortgage Loan Schedule shall set forth the following
information, as of the Cut-Off Date: (i) the number of Mortgage Loans; (ii) the
current aggregate outstanding principal balance of the Mortgage Loans; (iii) the
weighted average Mortgage Rate of the Mortgage Loans; and (iv) the weighted
average months to maturity of the Mortgage Loans.
Mortgage Loans: Such of the mortgage loans transferred and
assigned to the Trustee pursuant to Section 2.01 as from time to time are held
as a part of the Trust Estate (including any Substitute Mortgage Loans and REO
Property), the Mortgage Loans originally so held being identified in the
Mortgage Loan Schedule.
Mortgage Note: The originally executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan,
together with all riders thereto and amendments thereof.
Mortgaged Property: The underlying property securing a Mortgage
Loan, which may include Co-op Shares or residential long-term leases.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Interest Rate: As to any Mortgage Loan and
Distribution Date, such Mortgage Loan's Mortgage Interest Rate thereon on the
first day of the month preceding the month of the related Distribution Date
reduced by the related Servicing Fee Rate and the Trustee Fee Rate.
NMC Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase
Agreement, dated June 24, 1999, between the NMC Seller, as seller, and the
Depositor, as purchaser.
NMC Mortgage Loans: The Mortgage Loans serviced by the NMC
Servicer and identified on Exhibit D-2 as such Exhibit is amended from time to
time to reflect the addition of Substitute Mortgage Loans and the deletion of
Defective Mortgage Loans pursuant to the provisions of this Agreement.
NMC Seller: NationsBanc Mortgage Corporation, a Texas
corporation, or its successor in interest, as seller of the NMC Mortgage Loans
under the NMC Mortgage Loan Purchase Agreement.
NMC Servicer: NationsBanc Mortgage Corporation, a Texas
corporation, or its successor in interest, in its capacity as servicer of the
NMC Mortgage Loans, or any successor servicer appointed as herein provided.
NMC Servicer Custodial Account: The separate Eligible Account or
Accounts created and maintained by the NMC Servicer pursuant to Section 3.08(b).
Non-PO Percentage: As to any Discount Mortgage Loan, a fraction
(expressed as a percentage), the numerator of which is the Net Mortgage Interest
Rate of such Discount Mortgage Loan and the denominator of which is 6.500%. As
to any Mortgage Loan that is not a Discount Mortgage Loan, 100%.
Non-PO Principal Amount: As to any Distribution Date, the sum of
the applicable Non-PO Percentage of (a) the principal portion of each Monthly
Payment (without giving effect, prior to the reduction of the Bankruptcy Loss
Amount to zero, to any reductions thereof caused by any Debt Service Reductions)
due on each Mortgage Loan on the related Due Date, (b) the Stated Principal
Balance, as of the date of repurchase, of each Mortgage Loan that was
repurchased by the Depositor pursuant to this Agreement as of such Distribution
Date, (c) any Substitution Adjustment Amount in connection with a Defective
Mortgage Loan received with respect to such Distribution Date, (d) any
Liquidation Proceeds allocable to recoveries of principal of Mortgage Loans that
are not yet Liquidated Mortgage Loans received during the calendar month
preceding the month of such Distribution Date, (e) with respect to each Mortgage
Loan that became a Liquidated Mortgage Loan during the calendar month preceding
the month of such Distribution Date, the amount of Liquidation Proceeds
allocable to principal received during the calendar month preceding the month of
such Distribution Date with respect to such Mortgage Loan and (f) all Principal
Prepayments received during the calendar month preceding the month of such
Distribution Date.
Non-Supported Interest Shortfalls: As to any Distribution Date,
the amount, if any, by which the aggregate of Prepayment Interest Shortfalls
exceeds Compensating Interest for such Distribution Date.
Non-U.S. Person: A Person other than a U.S. Person.
Nonrecoverable Advance: Any portion of an Advance previously made
or proposed to be made in respect of a Mortgage Loan which has not been
previously reimbursed and which, in the good faith judgment of the related
Servicer, will not or, in the case of a proposed Advance, would not be
ultimately recoverable from the related Mortgagor, related Liquidation Proceeds,
or other recoveries in respect of the related Mortgage Loan.
Offered Certificates: The Class A, Class B-1, Class B-2 and Class
B-3 Certificates.
Officer's Certificate: A certificate signed by the Chairman of
the Board, Vice Chairman of the Board, President or a Vice President and by the
Treasurer, the Secretary or one of the Assistant Treasurers or Assistant
Secretaries, or any other duly authorized officer of the Depositor or either
Servicer, as the case may be, and delivered to the Trustee.
Opinion of Counsel: A written opinion of counsel acceptable to
the Trustee, who may be counsel for the Depositor or a Servicer, except that any
opinion of counsel relating to the qualification of the Trust Estate as a REMIC
or compliance with the REMIC Provisions must be an opinion of Independent
counsel.
Original Fractional Interest: With respect to each of the
following Classes of Subordinate Certificates, the corresponding percentage
described below, as of the Closing Date:
Class B-1 1.85%
Class B-2 1.10%
Class B-3 0.75%
Class B-4 0.40%
Class B-5 0.20%
Class B-6 0.00%
Original Subordinate Certificate Balance: $21,256,096.23.
OTS: The Office of Thrift Supervision.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan
which was not the subject of a Principal Prepayment in Full prior to such Due
Date, which did not become a Liquidated Mortgage Loan prior to such Due Date and
which was not purchased from the Trust prior to such Due Date pursuant to
Sections 2.02 or 2.05.
Ownership Interest: As to any Certificate, any ownership or
security interest in such Certificate, including any interest in such
Certificate as the Holder thereof and any other interest therein, whether direct
or indirect, legal or beneficial, as owner or as pledgee.
Pass-Through Rate: As to each Class of interest-bearing
Certificates, the per annum rate set forth or described in the Preliminary
Statement.
Paying Agent: As defined in Section 9.13.
Percentage Interest: As to any Certificate (other than the Class
A-8, Class A-10, Class A-15 and Class A-16 Certificates), the percentage
obtained by dividing the initial Certificate Balance of such Certificate by the
Initial Class Certificate Balance of the Class of which such Certificate is a
part. With respect to a Class A-8, Class A-10, Class A-15 or a Class A-16
Certificate, the percentage obtained by dividing the current Certificate Balance
of such Certificate by the current Class Certificate Balance of all Certificates
of the same Class.
Periodic Advance: The payment required to be made by a Servicer
with respect to any Distribution Date pursuant to Section 3.20, the amount of
any such payment being equal to the aggregate of Monthly Payments (net of the
Servicing Fee) on the Mortgage Loans (including any REO Property) serviced by
such Servicer that were due on the related Due Date and not received as of the
close of business on the related Determination Date, less the aggregate amount
of any such delinquent payments that such Servicer has determined would
constitute a Nonrecoverable Advance if advanced.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to principal and interest
by the United States, FHLMC, FNMA or any agency or instrumentality of
the United States when such obligations are backed by the full faith and
credit of the United States; provided that such obligations of FHLMC or
FNMA shall be limited to senior debt obligations and mortgage
participation certificates other than investments in mortgage-backed or
mortgage participation securities with yields evidencing extreme
sensitivity to the rate of principal payments on the underlying
mortgages, which shall not constitute Permitted Investments hereunder;
(ii) repurchase agreements on obligations specified in clause
(i) maturing not more than one month from the date of acquisition
thereof with a corporation incorporated under the laws of the United
States or any state thereof rated not lower than "A-1" by S&P and "F-1"
by Fitch;
(iii) federal funds, certificates of deposit, demand deposits,
time deposits and bankers' acceptances (which shall each have an
original maturity of not more than 90 days and, in the case of bankers'
acceptances, shall in no event have an original maturity of more than
365 days or a remaining maturity of more than 30 days) denominated in
United States dollars of any U.S. depository institution or trust
company incorporated under the laws of the United States or any state
thereof, rated not lower than "A-1" by S&P and "F-1" by Fitch;
(iv) commercial paper (having original maturities of not more
than 365 days) of any corporation incorporated under the laws of the
United States or any state thereof which is rated not lower than "A-1"
by S&P and "F-1" by Fitch;
(v) investments in money market funds (including funds of the
Trustee or its affiliates, or funds for which an affiliate of the
Trustee acts as advisor, as well as funds for which the Trustee and its
affiliates may receive compensation) rated either "AAAm" or "AAAm G" by
S&P, and "AAA" by Fitch or otherwise approved in writing by each Rating
Agency; and
(vi) other obligations or securities that are acceptable to
each Rating Agency and, as evidenced by an Opinion of Counsel obtained
by either Servicer, will not affect the qualification of the Trust
Estate as a REMIC;
provided, however, that no instrument shall be a Permitted Investment if it
represents either (a) the right to receive only interest payments with respect
to the underlying debt instrument or (b) the right to receive both principal and
interest payments derived from obligations underlying such instrument and the
principal and interest with respect to such instrument provide a yield to
maturity greater than 120% of the yield to maturity at par of such underlying
obligations.
Permitted Transferee: Any Person other than (i) the United
States, or any State or any political subdivision thereof, or any agency or
instrumentality of any of the foregoing, (ii) a foreign government,
international organization or any agency or instrumentality of either of the
foregoing, (iii) an organization which is exempt from tax imposed by Chapter 1
of the Code (including the tax imposed by Section 511 of the Code on unrelated
business taxable income) (except certain farmers' cooperatives described in Code
Section 521), (iv) rural electric and telephone cooperatives described in Code
Section 1381(a)(2)(C) and (v) any other Person so designated by either Servicer
based on an Opinion of Counsel to the effect that any transfer to such Person
may cause the Trust or any other Holder of a Residual Certificate to incur tax
liability that would not be imposed other than on account of such transfer. The
terms "United States," "State" and "international organization" shall have the
meanings set forth in Code Section 7701 or successor provisions.
Person: Any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
Physical Certificates: The Class A-R, Class B-4, Class B-5 and
Class B-6 Certificates.
Plan: As defined in Section 6.02(e).
PO Percentage: As to any Discount Mortgage Loan, 100% minus the
Non-PO Percentage for such Mortgage Loan. As to any Mortgage Loan that is not a
Discount Mortgage Loan, 0%.
PO Principal Amount: As to any Distribution Date, the sum of the
applicable PO Percentage of (a) the principal portion of each Monthly Payment
(without giving effect, prior to the reduction of the Bankruptcy Loss Amount to
zero, to any reductions thereof caused by any Debt Service Reductions) due on
each Mortgage Loan on the related Due Date, (b) the Stated Principal Balance, as
of the date of repurchase, of each Mortgage Loan that was repurchased by the
related Seller or the Depositor pursuant to this Agreement as of such
Distribution Date, (c) any Substitution Adjustment Amount in connection with any
Defective Mortgage Loan received with respect to such Distribution Date, (d) any
Liquidation Proceeds allocable to recoveries of principal of Mortgage Loans that
are not yet Liquidated Mortgage Loans received during the calendar month
preceding the month of such Distribution Date, (e) with respect to each Mortgage
Loan that became a Liquidated Mortgage Loan during the calendar month preceding
the month of such Distribution Date, the amount of Liquidation Proceeds
allocable to principal received with respect to such Mortgage Loan during the
calendar month preceding the month of such Distribution Date with respect to
such Mortgage Loan and (f) all Principal Prepayments received during the
calendar month preceding the month of such Distribution Date.
Pool Distribution Amount: As to any Distribution Date, the excess
of (a) the sum of (i) the aggregate of (A) the interest portion of any Monthly
Payment (net of the Servicing Fee) and the principal portion of any Monthly
Payment due on the Due Date in the month in which such Distribution Date occurs
and which is received prior to the related Determination Date and (B) all
Periodic Advances and payments of Compensating Interest made by the Servicers in
respect of such Distribution Date deposited to the Servicer Custodial Accounts
pursuant to Section 3.08(b)(vii); (ii) all Liquidation Proceeds received during
the preceding calendar month and deposited to the Servicer Custodial Accounts
pursuant to Section 3.08(b)(iii); (iii) all Principal Prepayments received
during the month preceding the month of such Distribution Date and deposited to
the Servicer Custodial Accounts pursuant to Section 3.08(b)(i) during such
period; (iv) in connection with Defective Mortgage Loans, as applicable, the
aggregate of the Repurchase Prices and Substitution Adjustment Amounts deposited
on the related Remittance Date pursuant to Section 3.08(b)(vi); and (v) any
other amounts in the Servicer Custodial Accounts deposited therein pursuant to
Sections 3.08(b)(iv), (v) and (viii) in respect of such Distribution Date; over
(b) any (i) amounts permitted to be withdrawn from the Servicer Custodial
Accounts pursuant to clauses (i) through (vii), inclusive, of Section 3.11(a)
and (ii) amounts permitted to be withdrawn from the Certificate Account pursuant
to clauses (i) and (ii) of Section 3.11(b).
Pool Stated Principal Balance: As to any Distribution Date, the
aggregate Stated Principal Balances of all Mortgage Loans that were Outstanding
Mortgage Loans immediately following the Due Date in the month of such
Distribution Date.
Prepayment Interest Shortfall: As to any Distribution Date and
each Mortgage Loan subject to a Principal Prepayment received during the
calendar month preceding such Distribution Date, the amount, if any, by which
one month's interest at the related Mortgage Interest Rate (net of the Servicing
Fee) on such Principal Prepayment exceeds the amount of interest paid in
connection with such Principal Prepayment.
Primary Insurance Policy: Each policy of primary mortgage
guaranty insurance or any replacement policy therefor with respect to any
Mortgage Loan, in each case issued by an insurer acceptable to FNMA or FHLMC.
Principal-Only Certificates: Any Class of Certificates entitled
to distributions of principal, but to no distributions of interest. The Class
A-22 and Class A-PO Certificates are the only Classes of Principal-Only
Certificates.
Principal Prepayment: Any payment or other recovery of principal
on a Mortgage Loan (other than Liquidation Proceeds) which is received in
advance of its scheduled Due Date and is not accompanied by an amount of
interest representing scheduled interest due on any date or dates in any month
or months subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment of the
entire principal balance of a Mortgage Loan.
Priority Amount: As to any Distribution Date, the lesser of (i)
the Class Certificate Balance of the Class A-24 Certificates and (ii) the
product of (a) the Shift Percentage, (b) the Priority Percentage and (c) the
Senior Principal Distribution Amount.
Priority Percentage: As to any Distribution Date, the percentage
equivalent (carried to six places rounded up) of a fraction the numerator of
which is the Class Certificate Balance of the Class A-24 Certificates
immediately prior to such date and the denominator of which is the aggregate of
the Class Certificate Balances of all Classes of Senior Certificates (other than
the Class A-PO Certificates) immediately prior to such date.
Private Certificates: The Class B-4, Class B-5 and Class B-6
Certificates.
Pro Rata Share: As to any Distribution Date and any Class of
Subordinate Certificates that is not a Restricted Class, the portion of the
Subordinate Principal Distribution Amount allocable to such Class, equal to the
product of the Subordinate Principal Distribution Amount for such Distribution
Date and a fraction, the numerator of which is the related Class Certificate
Balance thereof and the denominator of which is the aggregate Class Certificate
Balance of the Subordinate Certificates that are not Restricted Classes. The Pro
Rata Share of a Restricted Class shall be 0%.
Qualified Appraiser: An appraiser of a Mortgaged Property duly
appointed by the originator of the related Mortgage Loan, who had no interest,
direct or indirect, in such Mortgaged Property or in any loan made on the
security thereof, whose compensation is not affected by the approval or
disapproval of the related Mortgage Loan and who met the minimum qualifications
of FNMA or FHLMC.
Rating Agency: Each of Fitch and S&P. If either such organization
or a successor is no longer in existence, "Rating Agency" shall be such
nationally recognized statistical rating organization, or other comparable
Person, as is designated by the Depositor, notice of which designation shall be
given to the Trustee. References herein to a given rating or rating category of
a Rating Agency shall mean such rating category without giving effect to any
modifiers.
Realized Loss: With respect to each Liquidated Mortgage Loan, an
amount as of the date of such liquidation, equal to (i) the unpaid principal
balance of the Liquidated Mortgage Loan as of the date of such liquidation, plus
(ii) interest at the Net Mortgage Interest Rate from the Due Date as to which
interest was last paid or advanced (and not reimbursed) to Certificateholders up
to the Due Date in the month in which Liquidation Proceeds are required to be
distributed on the Stated Principal Balance of such Liquidated Mortgage Loan
from time to time, minus (iii) the Liquidation Proceeds, if any, received during
the month in which such liquidation occurred, to the extent applied as
recoveries of interest at the Net Mortgage Interest Rate and to principal of the
Liquidated Mortgage Loan. With respect to each Mortgage Loan that has become the
subject of a Deficient Valuation, if the principal amount due under the related
Mortgage Note has been reduced, the difference between the principal balance of
the Mortgage Loan outstanding immediately prior to such Deficient Valuation and
the principal balance of the Mortgage Loan as reduced by the Deficient
Valuation. With respect to each Mortgage Loan that has become the subject of a
Debt Service Reduction and any Distribution Date, the amount, if any, by which
the principal portion of the related Monthly Payment has been reduced.
Record Date: The last day of the month (or, if such day is not a
Business Day, the preceding Business Day) preceding the month of the related
Distribution Date.
Refinance Mortgage Loan: Any Mortgage Loan the proceeds of which
were not used to purchase the related Mortgaged Property.
Regular Certificates: As defined in the Preliminary Statement
hereto.
Relief Act: The Soldiers' and Sailors' Civil Relief Act of 1940,
as amended.
Relief Act Reduction: With respect to any Distribution Date, for
any Mortgage Loan as to which there has been a reduction in the amount of
interest collectible thereon for the most recently ended calendar month as a
result of the application of the Relief Act, the amount, if any, by which (i)
interest collectible on such Mortgage Loan for the most recently ended calendar
month is less than (ii) interest accrued pursuant to the terms of the Mortgage
Note on the same principal amount and for the same period as the interest
collectible on such Mortgage Loan for the most recently ended calendar month.
REMIC: A "real estate mortgage investment conduit" within the
meaning of Section 860D of the Code. "The REMIC" means the REMIC constituted by
the Trust Estate.
REMIC Certificate Maturity Date: The "latest possible maturity
date" of the Regular Certificates as that term is defined in Section 2.08.
REMIC Provisions: Provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear at Section
860A through 860G of Subchapter M of Chapter 1 of the Code, and related
provisions, and regulations promulgated thereunder, as the foregoing may be in
effect from time to time, as well as provisions of applicable state laws.
Remittance Date: As to any Distribution Date, by 2:00 p.m.
Eastern time on the Business Day immediately preceding such Distribution Date.
REO Disposition Period: As defined in Section 3.14.
REO Proceeds: Proceeds, net of any related expenses of the
related Servicer, received in respect of any REO Property (including, without
limitation, proceeds from the rental of the related Mortgaged Property) which
are received prior to the final liquidation of such Mortgaged Property.
REO Property: A Mortgaged Property acquired by a Servicer on
behalf of the Trust through foreclosure or deed-in-lieu of foreclosure in
connection with a defaulted Mortgage Loan.
Repurchase Price: As to any Defective Mortgage Loan repurchased
on any date pursuant to Sections 2.02 or 2.05, an amount equal to the sum of (i)
the unpaid principal balance thereof and (ii) the unpaid accrued interest
thereon at the applicable Mortgage Interest Rate from the Due Date to which
interest was last paid by the Mortgagor to the first day of the month following
the month in which such Mortgage Loan became eligible to be repurchased.
Request for Release: The Request for Release submitted by a
Servicer to the Trustee or the Custodian on behalf of the Trustee, substantially
in the form of Exhibit E.
Required Insurance Policy: With respect to any Mortgage Loan, any
insurance policy which is required to be maintained from time to time under this
Agreement in respect of such Mortgage Loan.
Residual Certificate: The Class A-R Certificate.
Responsible Officer: When used with respect to the Trustee, any
officer of the Corporate Trust Department of the Trustee, including any Senior
Vice President, any Vice President, any Assistant Vice President, any Assistant
Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of
the Trustee customarily performing functions similar to those performed by any
of the above designated officers and having responsibility for the
administration of this Agreement.
Restricted Classes: As defined in Section 5.02(d).
Rounding Account: As defined in Section 3.23.
Rounding Amount: As defined in Section 3.23.
S&P: Standard & Poor's, a division of The XxXxxx-Xxxx Companies,
Inc., or any successor thereto.
Seller: With respect to the BA Loans, the BA Seller and, with
respect to the NMC Loans, the NMC Seller.
Senior Certificates: The Class A Certificates.
Senior Credit Support Depletion Date: The date on which the
aggregate Class Certificate Balance of the Subordinate Certificates is reduced
to zero.
Senior Percentage: With respect to any Distribution Date, the
percentage, carried six places rounded up, obtained by dividing the aggregate
Class Certificate Balance of the Senior Certificates (other than the Class A-PO
Certificates) immediately prior to such Distribution Date by the aggregate Class
Certificate Balance of all Classes of Certificates (other than the Class A-PO
Certificates) immediately prior to such Distribution Date.
Senior Prepayment Percentage: For any Distribution Date during
the five years beginning on the first Distribution Date, 100%. The Senior
Prepayment Percentage for any Distribution Date occurring on or after the fifth
anniversary of the first Distribution Date will, except as provided herein, be
as follows: for any Distribution Date in the first year thereafter, the Senior
Percentage plus 70% of the Subordinate Percentage for such Distribution Date;
for any Distribution Date in the second year thereafter, the Senior Percentage
plus 60% of the Subordinate Percentage for such Distribution Date; for any
Distribution Date in the third year thereafter, the Senior Percentage plus 40%
of the Subordinate Percentage for such Distribution Date; for any Distribution
Date in the fourth year thereafter, the Senior Percentage plus 20% of the
Subordinate Percentage for such Distribution Date; and for any Distribution Date
in the fifth or later years thereafter, the Senior Percentage for such
Distribution Date (unless on any of the foregoing Distribution Dates the Senior
Percentage exceeds the initial Senior Percentage, in which case the Senior
Prepayment Percentage for such Distribution Date will once again equal 100%).
Notwithstanding the foregoing, no decrease in the Senior Prepayment Percentage
will occur unless both of the Senior Step Down Conditions are satisfied.
Senior Principal Distribution Amount: As to any Distribution
Date, the sum of (i) the Senior Percentage of the applicable Non-PO Percentage
of all amounts described in clauses (a) through (d) of the definition of "Non-PO
Principal Amount" for such Distribution Date and (ii) the Senior Prepayment
Percentage of the applicable Non-PO Percentage of the amounts described in
clauses (e) and (f) of the definition of "Non-PO Principal Amount" for such
Distribution Date; provided, however, that if a Debt Service Reduction that is
an Excess Loss is sustained with respect to a Mortgage Loan that is not a
Liquidated Mortgage Loan, the Senior Principal Distribution Amount will be
reduced on the related Distribution Date by the Senior Percentage of the Non-PO
Percentage of the principal portion of such Debt Service Reduction.
Senior Step Down Conditions: As of any Distribution Date as to
which any decrease in the Senior Prepayment Percentage applies, (i) the
outstanding principal balance of all Mortgage Loans (including, for this
purpose, any Mortgage Loans in foreclosure or any REO Property) delinquent 60
days or more (averaged over the preceding six month period), as a percentage of
the aggregate Class Certificate Balance of the Subordinate Certificates
(averaged over the preceding six-month period), is not equal to or greater than
50% or (ii) cumulative Realized Losses with respect to the Mortgage Loans as of
the applicable Distribution Date do not exceed the percentages of the Original
Subordinate Certificate Balance set forth below:
Percentage of
Original Subordinate
Distribution Date Occurring Certificate Balance
--------------------------- -------------------
July 2004 through June 2005 30%
July 2005 through June 2006 35%
July 2006 through June 2007 40%
July 2007 through June 2008 45%
July 2008 and thereafter 50%
Servicer: With respect to the BA Mortgage Loans, the BA Servicer
and, with respect to the NMC Mortgage Loans, the NMC Servicer.
Servicer Advance Date: As to any Distribution Date, 11:30 a.m.,
Eastern time, on the Business Day immediately preceding such Distribution Date.
Servicer Custodial Account: The NMC Servicer Custodial Account or
the BA Servicer Custodial Account, as applicable.
Servicer's Certificate: The monthly report required by Section
4.01.
Servicing Advances: All customary, reasonable and necessary "out
of pocket" costs and expenses incurred in the performance by either Servicer of
its servicing obligations, including, but not limited to (i) the preservation,
restoration and protection of a Mortgaged Property, (ii) expenses reimbursable
to such Servicer pursuant to Section 3.14 and any enforcement or judicial
proceedings, including foreclosures, (iii) the management and liquidation of any
REO Property and (iv) compliance with the obligations under Section 3.12.
Servicing Fee: With respect to each Mortgage Loan and
Distribution Date, the amount of the fee payable to the related Servicer, which
shall, for such Distribution Date, be equal to one-twelfth of the product of the
Servicing Fee Rate with respect to such Mortgage Loan and the Stated Principal
Balance of such Mortgage Loan, subject to reduction as provided in Section 3.17.
Such fee shall be payable monthly, computed on the basis of the same Stated
Principal Balance and period respecting which any related interest payment on a
Mortgage Loan is computed. Each Servicer's right to receive the Servicing Fee is
limited to, and payable solely from, the interest portion (including recoveries
with respect to interest from Liquidation Proceeds and other proceeds, to the
extent permitted by Section 3.11) of related Monthly Payments collected by such
Servicer, or as otherwise provided under Section 3.11.
Servicing Fee Rate: With respect to each Mortgage Loan, the per
annum rate equal to (i) the related Mortgage Interest Rate less (ii) the sum of
6.500% and the Trustee Fee Rate; provided, however, that the Servicing Fee Rate
will not be less than 0.25% per annum with respect to any Mortgage Loan.
Servicing File: The items pertaining to a particular Mortgage
Loan referred to in Exhibit J hereto, and any additional documents required to
be added to the Servicing File pursuant to the Agreement.
Servicing Officer: Any officer of a Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name appears on a list of servicing officers furnished to the Trustee by such
Servicer, as such list may from time to time be amended.
Shift Percentage: As to any Distribution Date, the percentage
indicated below:
Distribution Date Occurring In Shift Percentage
------------------------------ ----------------
July 1999 through June 2004.............................. 0%
July 2004 through June 2005.............................. 30%
July 2005 through June 2006.............................. 40%
July 2006 through June 2007.............................. 60%
July 2007 through June 2008.............................. 80%
July 2008 and thereafter................................. 100%
Similar Law: As defined in Section 6.02(e).
Special Hazard Loss: As to a Mortgaged Property, any Realized
Loss on account of direct physical loss, exclusive of (i) any loss covered by a
hazard policy or a flood insurance policy maintained in respect of such
Mortgaged Property pursuant to Section 3.12 and (ii) any loss caused by or
resulting from:
(a) (i) wear and tear, deterioration, rust or corrosion, mold,
wet or dry rot; inherent vice or latent defect; animals, birds, vermin or
insects; or
(ii) settling, subsidence, cracking, shrinkage, building or
expansion of pavements, foundations, walls, floors, roofs or ceilings;
(b) errors in design, faulty workmanship or faulty materials,
unless the collapse of the property or a part thereof ensues and then only for
the ensuing loss;
(c) nuclear or chemical reaction or nuclear radiation or
radioactive or chemical contamination, all whether controlled or uncontrolled,
and whether such loss is direct or indirect, proximate or remote; or
(d) (i) hostile or warlike action in time of peace or war,
including action in hindering, combating or defending against an actual,
impending or expected attack (A) by any government or sovereign power (de jure
or de facto), or by any authority maintaining or using military, naval or air
forces; or (B) by military, naval or air forces; or (C) by an agent of any such
government, power, authority or forces;
(ii) any weapon of war or facility for producing same employing
atomic fission, radioactive force or chemical or biological
contaminants, whether in time of peace or war; or
(iii) insurrection, rebellion, revolution, civil war, usurped
power or action taken by governmental authority in hindering, combating
or defending against such an occurrence, seizure or destruction under
quarantine or customs regulations, confiscation by order of any
government or public authority, or risks of contraband or illegal
transportation or trade.
Special Hazard Loss Amount: As to any Distribution Date, the
lesser of (a) the greatest of (i) 1% of the Pool Stated Principal Balance of the
Mortgage Loans, (ii) twice the principal balance of the largest Mortgage Loan,
and (iii) the aggregate principal balance of all Mortgage Loans secured by
Mortgaged Properties located in the single California five-digit postal zip code
having the highest aggregate principal balance of any zip code area (all
principal balances to be calculated as of the first day of the month preceding
such Distribution Date after giving effect to Monthly Payments then due, whether
or not paid) and (b) the Initial Special Hazard Loss Amount, reduced (but not
below zero) by the amount of Realized Losses in respect of Special Hazard
Mortgage Loans previously incurred during the period from the Cut-Off Date
through the last day of the month preceding the month of such Distribution Date.
The Special Hazard Loss Amount may be further reduced from time to time below
the amounts specified above with the written consent of the Rating Agencies and
without resulting in a downgrading to the then-current rating of the
Certificates.
Special Hazard Mortgage Loan: Any Liquidated Mortgage Loan as to
which the ability to recover thereon was substantially impaired by reason of a
hazard or loss not covered by a hazard policy or flood insurance policy
maintained in respect of such Mortgaged Property pursuant to Section 3.12.
Special Retail Certificates: The Class A-8, Class A-10, Class
A-15 and Class A-16 Certificates.
Stated Principal Balance: As to any Mortgage Loan and date, the
unpaid principal balance of such Mortgage Loan as of the Due Date immediately
preceding such date as specified in the amortization schedule at the time
relating thereto (before any adjustment to such amortization schedule by reason
of any moratorium or similar waiver or grace period) after giving effect to any
previous partial Principal Prepayments and Liquidation Proceeds allocable to
principal (other than with respect to any Liquidated Mortgage Loan) and to the
payment of principal due on such Due Date and irrespective of any delinquency in
payment by the related Mortgagor, and after giving effect to any Deficient
Valuation.
Subordinate Certificates: The Class B Certificates.
Subordinate Percentage: As of any Distribution Date, 100% minus
the Senior Percentage for such Distribution Date.
Subordinate Prepayment Percentage: As to any Distribution Date,
100% minus the Senior Prepayment Percentage for such Distribution Date.
Subordinate Principal Distribution Amount: With respect to any
Distribution Date, an amount equal to the sum of (i) the Subordinate Percentage
of the applicable Non-PO Percentage of all amounts described in clauses (a)
through (d) of the definition of "Non-PO Principal Amount" for such Distribution
Date and (ii) the Subordinate Prepayment Percentage of the applicable Non-PO
Percentage of the amounts described in clauses (e) and (f) of the definition of
"Non-PO Principal Amount" for such Distribution Date; provided, however, that if
a Debt Service Reduction that is an Excess Loss is sustained with respect to a
Mortgage Loan that is not a Liquidated Mortgage Loan, the Subordinate Principal
Distribution Amount will be reduced on the related Distribution Date by the
Subordinate Percentage of the applicable Non-PO Percentage of the principal
portion of such Debt Service Reduction.
Subservicer: Any Person with which a Servicer has entered into a
Subservicing Agreement and which satisfies the requirements set forth therein.
Subservicing Agreement: Any subservicing agreement (which, in the
event the Subservicer is an affiliate of the Servicer, need not be in writing)
between a Servicer and any Subservicer relating to servicing and/or
administration of certain Mortgage Loans as provided in Section 3.02.
Substitute Mortgage Loan: A Mortgage Loan substituted for a
Defective Mortgage Loan which must, on the date of such substitution (i) have a
Stated Principal Balance, after deduction of the principal portion of the
Monthly Payment due in the month of substitution, not in excess of, and not more
than 10% less than, the Stated Principal Balance of the Defective Mortgage Loan;
(ii) have a Net Mortgage Interest Rate equal to that of the Defective Mortgage
Loan; (iii) have a Loan-to-Value Ratio not higher than that of the Defective
Mortgage Loan; (iv) have a remaining term to maturity not greater than (and not
more than one year less than) that of the Defective Mortgage Loan; and (v)
comply with each Mortgage Loan representation and warranty set forth in the Sale
Agreement relating to the Defective Mortgage Loan. More than one Substitute
Mortgage Loan may be substituted for a Defective Mortgage Loan if such
Substitute Mortgage Loans meet the foregoing attributes in the aggregate.
Substitution Adjustment Amount: As defined in Section 2.02.
Tax Matters Person: The person designated as "tax matters person"
in accordance with Section 5.06 and the manner provided under Treasury
Regulation ss. 1.860F-4(d) and Treasury Regulation ss. 301.6231(a)(7)-1.
Treasury Regulations: The final and temporary regulations
promulgated under the Code by the U.S. Department of the Treasury.
Trust: The trust created by this Agreement.
Trust Estate: The corpus of the Trust created to the extent
described herein, consisting of the Mortgage Loans, such assets as shall from
time to time be identified as deposited in the Servicer Custodial Accounts or
the Certificate Account, in accordance with this Agreement, REO Property, the
Primary Insurance Policies and any other Required Insurance Policy and amounts
in the Class A-16 Reserve Fund and 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, an amount equal to
one-twelfth of the Trustee Fee Rate multiplied by the aggregate Stated Principal
Balance of the Mortgage Loans immediately following the Due Date in the month
preceding the month in which such Distribution Date occurs.
Trustee Fee Rate: With respect to each Mortgage Loan, 0.0035% per
annum.
Underwriting Guidelines: The underwriting guidelines of the Bank
of America, FSB or NationsBanc Mortgage Corporation, as applicable.
U.S. Person: A citizen or resident of the United States, a
corporation or partnership (unless, in the case of a partnership, Treasury
Regulations are adopted that provide otherwise) created or organized in or under
the laws of the United States, any state thereof or the District of Columbia,
including an entity treated as a corporation or partnership for federal income
tax purposes, an estate whose income is subject to United States federal income
tax regardless of its source, or a trust if a court within the United States is
able to exercise primary supervision over the administration of such trust, and
one or more such U.S. Persons have the authority to control all substantial
decisions of such trust (or, to the extent provided in applicable Treasury
Regulations, certain trusts in existence on August 20, 1996 which are eligible
to elect to be treated as U.S. Persons).
Voting Rights: The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. As of any date of
determination, (a) 1% of all Voting Rights shall be allocated to the Holder of
the Residual Certificate, and (b) the remaining Voting Rights shall be allocated
among Holders of the remaining Classes of Certificates in proportion to the
Certificate Balances of their respective Certificates on such date.
Section 1.02 Interest Calculations. All calculations of interest
will be made on a 360-day year consisting of twelve 30-day months. All dollar
amounts calculated hereunder shall be rounded to the nearest 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 1999-7" (which may be
included in a blanket assignment or assignments), together with, except
as provided below, originals of all interim recorded assignments of such
mortgage or a copy of such interim assignment certified by the Depositor
as being a true and complete copy of the original recorded intervening
assignments of Mortgage (each such assignment, when duly and validly
completed, to be in recordable form and sufficient to effect the
assignment of and transfer to the assignee thereof, under the Mortgage
to which the assignment relates); provided that, if the related Mortgage
has not been returned from the applicable public recording office, such
Assignment of Mortgage may exclude the information to be provided by the
recording office; and provided, further, if the related Mortgage has
been recorded in the name of Mortgage Electronic Registration Systems,
Inc. ("MERS") or its designee, no Assignment of Mortgage in favor of the
Trustee will be required to be prepared or delivered and instead, the
applicable Servicer shall take all actions as are necessary to cause the
Trust to be shown as the owner of the related Mortgage Loan on the
records of MERS for purposes of the system of recording transfers of
beneficial ownership of mortgages maintained by MERS;
(iv) the originals of all assumption, modification,
consolidation or extension agreements, if any, with evidence of
recording thereon, if any;
(v) the original or duplicate original mortgagee title
insurance policy and all riders thereto;
(vi) the original of any guarantee executed in connection with
the Mortgage Note;
(vii) for each Mortgage Loan which is secured by a residential
long-term lease, a copy of the lease with evidence of recording
indicated thereon, or, if the lease is in the process of being recorded,
a photocopy of the lease, certified by an officer of the respective
prior owner of such Mortgage Loan or by the applicable title insurance
company, closing/settlement/escrow agent or company or closing attorney
to be a true and correct copy of the lease transmitted for recordation;
(viii) the original of any security agreement, chattel
mortgage or equivalent document executed in connection with the
Mortgage; and
(ix) for each Mortgage Loan secured by Co-op Shares, the
originals of the following documents or instruments:
(i) The stock certificate;
(ii) The stock power executed in blank;
(iii) The executed proprietary lease;
(iv) The executed recognition agreement;
(v) The executed assignment of recognition agreement;
(vi) The executed UCC-1 financing statement with evidence
of recording thereon; and
(vii) Executed UCC-3 financing statements or other
appropriate UCC financing statements required by state law,
evidencing a complete and unbroken line from the mortgagee to the
Trustee with evidence of recording thereon (or in a form suitable
for recordation).
provided, however, that on the Closing Date, with respect to item (iii), the
Depositor has delivered to the Trustee a copy of such Assignment of Mortgage in
blank and has caused the related Servicer to retain the completed Assignment of
Mortgage for recording as described below, unless such Mortgage has been
recorded in the name of MERS or its designee. In addition, if the Depositor is
unable to deliver or cause the delivery of any original Mortgage Note due to the
loss of such original Mortgage Note, the Depositor may deliver a copy of such
Mortgage Note, together with a lost note affidavit, and shall thereby be deemed
to have satisfied the document delivery requirements of this Section 2.01(b).
If in connection with any Mortgage Loans, the Depositor cannot
deliver (A) the Mortgage, (B) all interim recorded assignments, (C) all
assumption, modification, consolidation or extension agreements, if any, or (D)
the lender's title policy (together with all riders thereto) satisfying the
requirements of clause (ii), (iii), (iv) or (v) above, respectively,
concurrently with the execution and delivery hereof because such document or
documents have not been returned from the applicable public recording office in
the case of clause (ii), (iii) or (iv) above, or because the title policy has
not been delivered to either the related Servicer or the Depositor by the
applicable title insurer in the case of clause (v) above, the Depositor shall
promptly deliver or cause to be delivered to the Trustee or the Custodian on
behalf of the Trustee, in the case of clause (ii), (iii) or (iv) above, such
Mortgage, such interim assignment or such assumption, modification,
consolidation or extension agreement, as the case may be, with evidence of
recording indicated thereon upon receipt thereof from the public recording
office, but in no event shall any such delivery of any such documents or
instruments be made later than one year following the Closing Date, unless, in
the case of clause (ii), (iii) or (iv) above, there has been a continuing delay
at the applicable recording office or, in the case of clause (v), there has been
a continuing delay at the applicable insurer and the Depositor has delivered the
Officer's Certificate to such effect to the Trustee. The Depositor shall forward
or cause to be forwarded to the Trustee (1) from time to time additional
original documents evidencing an assumption or modification of a Mortgage Loan
and (2) any other documents required to be delivered by the Depositor or either
Servicer to the Trustee or the Custodian on the Trustee's behalf. In the event
that the original Mortgage is not delivered and in connection with the payment
in full of the related Mortgage Loan the public recording office requires the
presentation of a "lost instruments affidavit and indemnity" or any equivalent
document, because only a copy of the Mortgage can be delivered with the
instrument of satisfaction or reconveyance, the related Servicer shall prepare,
execute and deliver or cause to be prepared, executed and delivered, on behalf
of the Trust, such a document to the public recording office.
As promptly as practicable subsequent to such transfer and
assignment, and in any event, within 30 days thereafter, the Servicers shall
(except for any Mortgage which has been recorded in the name of MERS or its
designee) (i) cause each Assignment of Mortgage to be in proper form for
recording in the appropriate public office for real property records within 30
days of the Closing Date and (II) at the Depositor's expense, cause to be
delivered for recording in the appropriate public office for real property
records the Assignments of the Mortgages to the Trustee, except that, with
respect to any Assignment of a Mortgage as to which a Servicer has not received
the information required to prepare such assignment in recordable form, such
Servicer's obligation to do so and to deliver the same for such recording shall
be as soon as practicable after receipt of such information and in any event
within 30 days after the receipt thereof and, no recording of an Assignment of
Mortgage will be required if the Depositor furnishes to the Trustee an
unqualified Opinion of Counsel reasonably acceptable to the Trustee to the
effect that recordation of such assignment is not necessary under applicable
state law to preserve the Trustee's interest in the related Mortgage Loan
against the claim of any subsequent transferee of such Mortgage Loan or any
successor to, or creditor of, the Depositor or the originator of such Mortgage
Loan.
In the case of Mortgage Loans that have been prepaid in full as
of the Closing Date, the Depositor, in lieu of delivering the above documents to
the Trustee, or the Custodian on the Trustee's behalf, will cause the related
Servicer to deposit in the related Servicer Custodial Account the portion of
such payment that is required to be deposited in such Servicer Custodial Account
pursuant to Section 3.08.
Section 2.02 Acceptance by the Trustee of the Mortgage Loans.
Subject to the provisions of the following paragraph, the Trustee declares that
it, or the Custodian as its agent, will hold the documents referred to in
Section 2.01 and the other documents delivered to it constituting the Mortgage
Files, and that it will hold such other assets as are included in the Trust
Estate, in trust for the exclusive use and benefit of all present and future
Certificateholders.
Within 90 days after the execution and delivery of this
Agreement, the Trustee shall review, or cause the Custodian to review, the
Mortgage Files in its possession. If, in the course of such review, the Trustee
or the Custodian finds any document constituting a part of a Mortgage File which
does not meet the requirements of Section 2.01 or is omitted from such Mortgage
File, the Trustee shall promptly so notify the related Servicer and the
Depositor, or shall cause the Custodian to promptly so notify the related
Servicer and the Depositor. In performing any such review, the Trustee or the
Custodian may conclusively rely on the purported genuineness of any such
document and any signature thereon. It is understood that the scope of the
Trustee's or the Custodian's review of the Mortgage Files is limited solely to
confirming that the documents listed in Section 2.01 have been received and
further confirming that any and all documents delivered pursuant to Section 2.01
appear on their face to have been executed and relate to the Mortgage Loans
identified in the Mortgage Loan Schedule. Neither the Trustee nor the Custodian
shall have any responsibility for determining whether any document is valid and
binding, whether the text of any assignment or endorsement is in proper or
recordable form, whether any document has been recorded in accordance with the
requirements of any applicable jurisdiction, or whether a blanket assignment is
permitted in any applicable jurisdiction. The Depositor hereby covenants and
agrees that it will promptly correct or cure such defect within 90 days from the
date it was so notified of such defect and, if the Depositor does not correct or
cure such defect within such period, the Depositor will either (a) substitute
for the related Mortgage Loan a Substitute Mortgage Loan, which substitution
shall be accomplished in the manner and subject to the conditions set forth
below or (b) purchase such Mortgage Loan from the Trustee at the Repurchase
Price for such Mortgage Loan; provided, however, that in no event shall such a
substitution occur more than two years from the Closing Date; provided, further,
that such substitution or repurchase shall occur within 90 days of when such
defect was discovered if such defect will cause the Mortgage Loan not to be a
"qualified mortgage" within the meaning of Section 860G(a)(3) of the Code.
With respect to each Substitute Mortgage Loan the Depositor shall
deliver to the Trustee, for the benefit of the Certificateholders, the Mortgage
Note, the Mortgage, the related Assignment of Mortgage (except for any Mortgage
which has been recorded in the name of MERS or its designee), and such other
documents and agreements as are otherwise required by Section 2.01, with the
Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. No
substitution is permitted to be made in any calendar month after the
Determination Date for such month. Monthly Payments due with respect to any such
Substitute Mortgage Loan in the month of substitution shall not be part of the
Trust Estate and will be retained by the Depositor. For the month of
substitution, distributions to Certificateholders will include the Monthly
Payment due for such month on any Defective Mortgage Loan for which the
Depositor has substituted a Substitute Mortgage Loan.
The applicable Servicer shall amend the Mortgage Loan Schedule
for the benefit of the Certificateholders to reflect the removal of each
Mortgage Loan serviced by such Servicer that has become a Defective Mortgage
Loan and the substitution of the Substitute Mortgage Loan or Loans and such
Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee and the
Custodian. Upon such substitution, each Substitute Mortgage Loan shall be
subject to the terms of this Agreement in all respects, and the Depositor shall
be deemed to have made to the Trustee with respect to such Substitute Mortgage
Loan, as of the date of substitution, the representations and warranties made
pursuant to Section 2.05. Upon any such substitution and the deposit to the
related Servicer Custodial Account of any required Substitution Adjustment
Amount (as described in the next paragraph) and receipt of a Request for
Release, the Trustee shall release, or shall direct the Custodian to release,
the Mortgage File relating to such Defective Mortgage Loan to the Depositor and
shall execute and deliver at the Depositor's direction such instruments of
transfer or assignment prepared by the Depositor, in each case without recourse,
as shall be necessary to vest title in the Depositor, or its designee, to the
Trustee's interest in any Defective Mortgage Loan substituted for pursuant to
this Section 2.02.
For any month in which the Depositor substitutes one or more
Substitute Mortgage Loans for one or more Defective Mortgage Loans, the amount
(if any) by which the aggregate principal balance of all such Substitute
Mortgage Loans as of the date of substitution is less than the aggregate Stated
Principal Balance of all such Defective Mortgage Loans (after application of the
principal portion of the Monthly Payments due in the month of substitution) (the
"Substitution Adjustment Amount") plus an amount equal to the aggregate of any
unreimbursed Advances with respect to such Defective Mortgage Loans shall be
deposited into the Certificate Account by the Depositor on or before the
Remittance Date for the Distribution Date in the month succeeding the calendar
month during which the related Mortgage Loan is required to be purchased or
replaced hereunder.
The Trustee shall retain or shall cause the Custodian to retain
possession and custody of each Mortgage File in accordance with and subject to
the terms and conditions set forth herein. Each Servicer shall promptly deliver
to the Trustee, upon the execution or, in the case of documents requiring
recording, receipt thereof, the originals of such other documents or instruments
constituting the Mortgage File as come into such Servicer's possession from time
to time.
It is understood and agreed that the obligation of the Depositor
to substitute for or to purchase any Mortgage Loan which does not meet the
requirements of Section 2.01 shall constitute the sole remedy respecting such
defect available to the Trustee and any Certificateholder against the Depositor.
The Trustee or the Custodian, on behalf of the Trustee, shall be
under no duty or obligation (i) to inspect, review or examine any such
documents, instruments, certificates or other papers to determine that they are
genuine, enforceable, or appropriate for the represented purpose or that they
are other than what they purport to be on their face or (ii) to determine
whether any Mortgage File should include any of the documents specified in
Section 2.01(b)(iv), (vi), (vii) and (viii).
Section 2.03 Representations, Warranties and Covenants of the NMC
Servicer.
The NMC Servicer hereby makes the following representations and
warranties to the Depositor and the Trustee, as of the Closing Date:
(i) The NMC Servicer is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Texas and
has all licenses necessary to carry on its business as now being
conducted and is licensed, qualified and in good standing in each of the
states where a Mortgaged Property is located if the laws of such state
require licensing or qualification in order to conduct business of the
type conducted by the NMC Servicer. The NMC Servicer has corporate power
and authority to execute and deliver this Agreement and to perform in
accordance herewith; the execution, delivery and performance of this
Agreement (including all instruments of transfer to be delivered
pursuant to this Agreement) by the NMC Servicer and the consummation of
the transactions contemplated hereby have been duly and validly
authorized. This Agreement, assuming due authorization, execution and
delivery by the other parties hereto, evidences the valid, binding and
enforceable obligation of the NMC Servicer, subject to applicable law
except as enforceability may be limited by (A) bankruptcy, insolvency,
liquidation, receivership, moratorium, reorganization or other similar
laws affecting the enforcement of the rights of creditors and (B)
general principles of equity, whether enforcement is sought in a
proceeding in equity or at law. All requisite corporate action has been
taken by the NMC Servicer to make this Agreement valid and binding upon
the NMC Servicer in accordance with its terms.
(ii) No consent, approval, authorization or order is required
for the transactions contemplated by this Agreement from any court,
governmental agency or body, or federal or state regulatory authority
having jurisdiction over the NMC Servicer is required or, if required,
such consent, approval, authorization or order has been or will, prior
to the Closing Date, be obtained.
(iii) The consummation of the transactions contemplated by
this Agreement are in the ordinary course of business of the NMC
Servicer and will not result in the breach of any term or provision of
the charter or by-laws of the NMC Servicer or result in the breach of
any term or provision of, or conflict with or constitute a default under
or result in the acceleration of any obligation under, any agreement,
indenture or loan or credit agreement or other instrument to which the
NMC Servicer or its property is subject, or result in the violation of
any law, rule, regulation, order, judgment or decree to which the NMC
Servicer or its property is subject.
(iv) There is no action, suit, proceeding or investigation
pending or, to the best knowledge of the NMC Servicer, threatened
against the NMC Servicer which, either individually or in the aggregate,
would result in any material adverse change in the business, operations,
financial condition, properties or assets of the NMC Servicer, or in any
material impairment of the right or ability of the NMC Servicer to carry
on its business substantially as now conducted or which would draw into
question the validity of this Agreement or the Mortgage Loans or of any
action taken or to be taken in connection with the obligations of the
NMC Servicer contemplated herein, or which would materially impair the
ability of the NMC Servicer to perform under the terms of this
Agreement.
(v) The NMC Servicer is working to modify its computer and
other systems used in servicing the Mortgage Loans to operate in a
manner such that, on and after January 1, 2000, the NMC Servicer can
service the Mortgage Loans in accordance with the terms of this
Agreement.
The representations and warranties made or assigned pursuant to
this Section 2.03 shall survive delivery of the respective Mortgage Files to the
Trustee for the benefit of the Certificateholders.
Section 2.04 Representations, Warranties and Covenants of the BA
Servicer.
The BA Servicer hereby makes the following representations and
warranties to the Depositor and the Trustee, as of the Closing Date:
(i) The BA Servicer is a federal savings bank duly organized,
validly existing, and in good standing under the federal laws of the
United States of America and has all licenses necessary to carry on its
business as now being conducted and is licensed, qualified and in good
standing in each of the states where a Mortgaged Property is located if
the laws of such state require licensing or qualification in order to
conduct business of the type conducted by the BA Servicer. The BA
Servicer has power and authority to execute and deliver this Agreement
and to perform in accordance herewith; the execution, delivery and
performance of this Agreement (including all instruments of transfer to
be delivered pursuant to this Agreement) by the BA Servicer and the
consummation of the transactions contemplated hereby have been duly and
validly authorized. This Agreement, assuming due authorization,
execution and delivery by the other parties hereto, evidences the valid,
binding and enforceable obligation of the BA Servicer, subject to
applicable law except as enforceability may be limited by (A)
bankruptcy, insolvency, liquidation, receivership, moratorium,
reorganization or other similar laws affecting the enforcement of the
rights of creditors and (B) general principles of equity, whether
enforcement is sought in a proceeding in equity or at law. All requisite
corporate action has been taken by the BA Servicer to make this
Agreement valid and binding upon the BA Servicer in accordance with its
terms.
(ii) No consent, approval, authorization or order is required
for the transactions contemplated by this Agreement from any court,
governmental agency or body, or federal or state regulatory authority
having jurisdiction over the BA Servicer is required or, if required,
such consent, approval, authorization or order has been or will, prior
to the Closing Date, be obtained.
(iii) The consummation of the transactions contemplated by
this Agreement are in the ordinary course of business of the BA Servicer
and will not result in the breach of any term or provision of the
charter or by-laws of the BA Servicer or result in the breach of any
term or provision of, or conflict with or constitute a default under or
result in the acceleration of any obligation under, any agreement,
indenture or loan or credit agreement or other instrument to which the
BA Servicer or its property is subject, or result in the violation of
any law, rule, regulation, order, judgment or decree to which the BA
Servicer or its property is subject.
(iv) There is no action, suit, proceeding or investigation
pending or, to the best knowledge of the BA Servicer, threatened against
the BA Servicer which, either individually or in the aggregate, would
result in any material adverse change in the business, operations,
financial condition, properties or assets of the BA Servicer, or in any
material impairment of the right or ability of the BA Servicer to carry
on its business substantially as now conducted or which would draw into
question the validity of this Agreement or the Mortgage Loans or of any
action taken or to be taken in connection with the obligations of the BA
Servicer contemplated herein, or which would materially impair the
ability of the BA Servicer to perform under the terms of this Agreement.
(v) The BA Servicer is working to modify its computer and
other systems used in servicing the Mortgage Loans to operate in a
manner such that, on and after January 1, 2000, the BA Servicer can
service the Mortgage Loans in accordance with the terms of this
Agreement.
The representations and warranties made pursuant to this Section
2.04 shall survive delivery of the respective Mortgage Files to the Trustee for
the benefit of the Certificateholders.
Section 2.05 Representations and Warranties of the Depositor as
to the Mortgage Loans.
The Depositor hereby represents and warrants to the Trustee with
respect to the Mortgage Loans or each Mortgage Loan, as the case may be, as of
the date hereof or such other date set forth herein that as of the Closing Date:
(i) The information set forth in the Mortgage Loan Schedule is
true and correct in all material respects.
(ii) There are no delinquent taxes, ground rents, governmental
assessments, insurance premiums, leasehold payments, including
assessments payable in future installments or other outstanding charges
affecting the lien priority of the related Mortgaged Property.
(iii) The terms of the Mortgage Note and the Mortgage have not
been impaired, waived, altered or modified in any respect, except by
written instruments, recorded in the applicable public recording office
if necessary to maintain the lien priority of the Mortgage, and which
have been delivered to the Trustee; the substance of any such waiver,
alteration or modification has been approved by the insurer under the
Primary Mortgage Insurance Policy, if any, the title insurer, to the
extent required by the related policy, and is reflected on the Mortgage
Loan Schedule. No instrument of waiver, alteration or modification has
been executed, and no Mortgagor has been released, in whole or in part,
except in connection with an assumption agreement approved by the
insurer under the Primary Mortgage Insurance Policy, if any, the title
insurer, to the extent required by the policy, and which assumption
agreement has been delivered to the Trustee.
(iv) The Mortgage Note and the Mortgage are not subject to any
right of rescission, set-off, counterclaim or defense, including the
defense of usury, nor will the operation of any of the terms of the
Mortgage Note and the Mortgage, or the exercise of any right thereunder,
render either the Mortgage Note or the Mortgage unenforceable, in whole
or in part, or subject to any right of rescission, set-off, counterclaim
or defense, including the defense of usury and no such right of
rescission, set-off, counterclaim or defense has been asserted with
respect thereto.
(v) All buildings upon the Mortgaged Property are insured by
an insurer generally acceptable to prudent mortgage lending institutions
against loss by fire, hazards of extended coverage and such other
hazards as are customary in the area the Mortgaged Property is located,
pursuant to insurance policies conforming to the requirements of
Customary Servicing Procedures and this Agreement. All such insurance
policies contain a standard mortgagee clause naming the originator of
the Mortgage Loan, its successors and assigns as mortgagee and all
premiums thereon have been paid. If the Mortgaged Property is in an area
identified on a flood hazard map or flood insurance rate map issued by
the Federal Emergency Management Agency as having special flood hazards
(and such flood insurance has been made available), a flood insurance
policy meeting the requirements of the current guidelines of the Federal
Insurance Administration is in effect which policy conforms to the
requirements of FNMA or FHLMC. The Mortgage obligates the Mortgagor
thereunder to maintain all such insurance at the Mortgagor's cost and
expense, and on the Mortgagor's failure to do so, authorizes the holder
of the Mortgage to maintain such insurance at Mortgagor's cost and
expense and to seek reimbursement therefor from the Mortgagor.
(vi) Any and all requirements of any federal, state or local
law including, without limitation, usury, truth in lending, real estate
settlement procedures, consumer credit protections, equal credit
opportunity or disclosure laws applicable to the origination and
servicing of Mortgage Loan have been complied with.
(vii) The Mortgage has not been satisfied, canceled,
subordinated or rescinded, in whole or in part (other than as to
Principal Prepayments in full which may have been received prior to the
Closing Date), and the Mortgaged Property has not been released from the
lien of the Mortgage, in whole or in part, nor has any instrument been
executed that would effect any such satisfaction, cancellation,
subordination, rescission or release.
(viii) The Mortgage is a valid, existing and enforceable first
lien on the Mortgaged Property, including all improvements on the
Mortgaged Property subject only to (A) the lien of current real property
taxes and assessments not yet due and payable, (B) covenants, conditions
and restrictions, rights of way, easements and other matters of the
public record as of the date of recording being acceptable to mortgage
lending institutions generally and specifically referred to in the
lender's title insurance policy delivered to the originator of the
Mortgage Loan and which do not adversely affect the Appraised Value of
the Mortgaged Property, (C) if the Mortgaged Property consists of Co-op
Shares, any lien for amounts due to the cooperative housing corporation
for unpaid assessments or charges or any lien of any assignment of rents
or maintenance expenses secured by the real property owned by the
cooperative housing corporation, and (D) other matters to which like
properties are commonly subject which do not materially interfere with
the benefits of the security intended to be provided by the Mortgage or
the use, enjoyment, value or marketability of the related Mortgaged
Property. Any security agreement, chattel mortgage or equivalent
document related to and delivered in connection with the Mortgage Loan
establishes and creates a valid, existing and enforceable first lien and
first priority security interest on the property described therein and
the Depositor has the full right to sell and assign the same to the
Trustee.
(ix) The Mortgage Note and the related Mortgage are genuine
and each is the legal, valid and binding obligation of the maker
thereof, enforceable in accordance with its terms except as
enforceability may be limited by (A) bankruptcy, insolvency,
liquidation, receivership, moratorium, reorganization or other similar
laws affecting the enforcement of the rights of creditors and (B)
general principles of equity, whether enforcement is sought in a
proceeding in equity or at law.
(x) All parties to the Mortgage Note and the Mortgage had
legal capacity to enter into the Mortgage Loan and to execute and
deliver the Mortgage Note and the Mortgage, and the Mortgage Note and
the Mortgage have been duly and properly executed by such parties.
(xi) The proceeds of the Mortgage Loan have been fully
disbursed to or for the account of the Mortgagor and there is no
obligation for the Mortgagee to advance additional funds thereunder and
any and all requirements as to completion of any on-site or off-site
improvements and as to disbursements of any escrow funds therefor have
been complied with. All costs fees and expenses incurred in making or
closing the Mortgage Loan and the recording of the Mortgage have been
paid, and the Mortgagor is not entitled to any refund of any amounts
paid or due to the Mortgagee pursuant to the Mortgage Note or Mortgage.
(xii) To the best of the Depositor's knowledge, all parties
which have had any interest in the Mortgage Loan, whether as mortgagee,
assignee, pledgee or otherwise, are (or, during the period in which they
held and disposed of such interest, were) in compliance with any and all
applicable "doing business" and licensing requirements of the laws of
the state wherein the Mortgaged Property is located.
(xiii) The Mortgage Loan is covered by an ALTA lender's title
insurance policy, acceptable to FNMA or FHLMC, issued by a title insurer
acceptable to FNMA or FHLMC and qualified to do business in the
jurisdiction where the Mortgaged Property is located, insuring (subject
to the exceptions contained in (viii)(A) and (B) above) the Seller, its
successors and assigns as to the first priority lien of the Mortgage in
the original principal amount of the Mortgage Loan. The Depositor is the
sole insured of such lender's title insurance policy, and such lender's
title insurance policy is in full force and effect and will be in full
force and effect upon the consummation of the transactions contemplated
by this Agreement. No claims have been made under such lender's title
insurance policy, and the Depositor has not done, by act or omission,
anything which would impair the coverage of such lender's title
insurance policy.
(xiv) There is no default, breach, violation or event of
acceleration existing under the Mortgage or the Mortgage Note and no
event which, with the passage of time or with notice and the expiration
of any grace or cure period, would constitute a default, breach,
violation or event of acceleration, and the Seller has not waived any
default, breach, violation or event of acceleration.
(xv) As of the date of origination of the Mortgage Loan, there
had been no mechanics' or similar liens or claims filed for work, labor
or material (and no rights are outstanding that under law could give
rise to such lien) affecting the relating Mortgaged Property which are
or may be liens prior to, or equal or coordinate with, the lien of the
related Mortgage.
(xvi) All improvements which were considered in determining
the Appraised Value of the related Mortgaged Property lay wholly within
the boundaries and building restriction lines of the Mortgaged Property,
and no improvements on adjoining properties encroach upon the Mortgaged
Property.
(xvii) The Mortgage Loan was originated by a commercial bank
or similar banking institution which is supervised and examined by a
federal or state authority, or by a mortgagee approved by the Secretary
of HUD.
(xviii) Principal payments on the Mortgage Loan commenced no
more than sixty days after the proceeds of the Mortgaged Loan were
disbursed. The Mortgage Loans are 30-year fixed rate mortgage loans
having an original term to maturity of not more than 30 years, with
interest payable in arrears on the first day of the month. Each Mortgage
Note requires a monthly payment which is sufficient to fully amortize
the original principal balance over the original term thereof and to pay
interest at the related Mortgage Interest Rate. The Mortgage Note does
not permit negative amortization.
(xix) There is no proceeding pending or, to the Depositor's
knowledge, threatened for the total or partial condemnation of the
Mortgaged Property and such property is in good repair and is undamaged
by waste, fire, earthquake or earth movement, windstorm, flood, tornado
or other casualty, so as to affect adversely the value of the Mortgaged
Property as security for the Mortgage Loan or the use for which the
premises were intended.
(xx) The Mortgage and related Mortgage Note contain customary
and enforceable provisions such as to render the rights and remedies of
the holder thereof adequate for the realization against the Mortgaged
Property of the benefits of the security provided thereby, including (A)
in the case of a Mortgage designated as a deed of trust, by trustee's
sale, and (B) otherwise by judicial foreclosure. To the best of the
Depositor's knowledge, following the date of origination of the Mortgage
Loan, the Mortgaged Property has not been subject to any bankruptcy
proceeding or foreclosure proceeding and the Mortgagor has not filed for
protection under applicable bankruptcy laws. There is no homestead or
other exemption or right available to the Mortgagor or any other person
which would interfere with the right to sell the Mortgaged Property at a
trustee's sale or the right to foreclose the Mortgage.
(xxi) The Mortgage Note and Mortgage are on forms acceptable
to FNMA or FHLMC.
(xxii) The Mortgage Note is not and has not been secured by
any collateral except the lien of the corresponding Mortgage on the
Mortgaged Property and the security interest of any applicable security
agreement or chattel mortgage referred to in (viii) above.
(xxiii) The Mortgage File contains an appraisal of the related
Mortgaged Property, in a form acceptable to FNMA or FHLMC and such
appraisal complies with the requirements of FIRREA, and was made and
signed, prior to the approval of the Mortgage Loan application, by a
Qualified Appraiser.
(xxiv) In the event the Mortgage constitutes a deed of trust,
a trustee, duly qualified under applicable law to serve as such, has
been properly designated and currently so serves and is named in the
Mortgage, and no fees or expenses are or will become payable by the
Trustee to the trustee under the deed of trust, except in connection
with a trustee's sale after default by the Mortgagor.
(xxv) No Mortgage Loan is a graduated payment mortgage loan,
no Mortgage Loan has a shared appreciation or other contingent interest
feature, and no Mortgage Loan contains any "buydown" provision.
(xxvi) The Mortgagor has received all disclosure materials
required by applicable law with respect to the making of mortgage loans
of the same type as the Mortgage Loan and rescission materials required
by applicable law if the Mortgage Loan is a Refinance Mortgage Loan.
(xxvii) Each Mortgage Loan with a Loan-to-Value Ratio at
origination in excess of 80% will be subject to a Primary Mortgage
Insurance Policy, issued by an insurer acceptable to FNMA or FHLMC,
which insures that portion of the Mortgage Loan in excess of the portion
of the Appraised Value of the Mortgaged Property required by FNMA. All
provisions of such Primary Mortgage Insurance Policy have been and are
being complied with, such policy is in full force and effect, and all
premiums due thereunder have been paid. Any Mortgage subject to any such
Primary Mortgage Insurance Policy obligates the Mortgagor thereunder to
maintain such insurance and to pay all premiums and charges in
connection therewith at least until Loan-to-Value Ratio of such Mortgage
Loan is reduced to less than 80%. The Mortgage Interest Rate for the
Mortgage Loan does not include any such insurance premium.
(xxviii) To the best of the Depositor's knowledge as of the
date of origination of the Mortgage Loan, (A) the Mortgaged Property is
lawfully occupied under applicable law, (B) all inspections, licenses
and certificates required to be made or issued with respect to all
occupied portions of the Mortgaged Property and, with respect to the use
and occupancy of the same, including but not limited to certificates of
occupancy, have been made or obtained from the appropriate authorities
and (C) no improvement located on or part of the Mortgaged Property is
in violation of any zoning law or regulation.
(xxix) The Assignment of Mortgage (except with respect to any
Mortgage that has been recorded in the name of MERS or its designee) is
in recordable form and is acceptable for recording under the laws of the
jurisdiction in which the Mortgaged Property is located.
(xxx) All payments required to be made prior to the Cut-Off
Date for such Mortgage Loan under the terms of the Mortgage Note have
been made and no Mortgage Loan has been more than 30 days delinquent
more than once in the twelve month period immediately prior to the
Cut-Off Date.
(xxxi) With respect to each Mortgage Loan, the Depositor or
Servicer is in possession of a complete Mortgage File except for the
documents which have been delivered to the Trustee or which have been
submitted for recording and not yet returned.
(xxxii) Immediately prior to the transfer and assignment
contemplated herein, the Depositor was the sole owner and holder of the
Mortgage Loans. The Mortgage Loans were not assigned or pledged by the
Depositor and the Depositor had good and marketable title thereto, and
the Depositor had full right to transfer and sell the Mortgage Loans to
the Trustee free and clear of any encumbrance, participation interest,
lien, equity, pledge, claim or security interest and had full right and
authority subject to no interest or participation in, or agreement with
any other party to sell or otherwise transfer the Mortgage Loans.
(xxxiii) Any future advances made prior to the Cut-Off Date
have been consolidated with the outstanding principal amount secured by
the Mortgage, and the secured principal amount, as consolidated, bears a
single interest rate and single repayment term. The lien of the Mortgage
securing the consolidated principal amount is expressly insured as
having first lien priority by a title insurance policy, an endorsement
to the policy insuring the mortgagee's consolidated interest or by other
title evidence acceptable to FNMA and FHLMC. The consolidated principal
amount does not exceed the original principal amount of the Mortgage
Loan.
(xxxiv) The Mortgage Loan was underwritten in accordance with
the applicable Underwriting Guidelines in effect at the time of
origination with exceptions thereto exercised in a reasonable manner.
(xxxv) If the Mortgage Loan is secured by a long-term
residential lease, (1) the lessor under the lease holds a fee simple
interest in the land; (2) the terms of such lease expressly permit the
mortgaging of the leasehold estate, the assignment of the lease without
the lessor's consent and the acquisition by the holder of the Mortgage
of the rights of the lessee upon foreclosure or assignment in lieu of
foreclosure or provide the holder of the Mortgage with substantially
similar protections; (3) the terms of such lease do not (a) allow the
termination thereof upon the lessee's default without the holder of the
Mortgage being entitled to receive written notice of, and opportunity to
cure, such default, (b) allow the termination of the lease in the event
of damage or destruction as long as the Mortgage is in existence, (c)
prohibit the holder of the Mortgage from being insured (or receiving
proceeds of insurance) under the hazard insurance policy or policies
relating to the Mortgaged Property or (d) permit any increase in the
rent other than pre-established increases set forth in the lease; (4)
the original term of such lease in not less than 15 years; (5) the term
of such lease does not terminate earlier than five years after the
maturity date of the Mortgage Note; and (6) the Mortgaged Property is
located in a jurisdiction in which the use of leasehold estates in
transferring ownership in residential properties is a widely accepted
practice.
(xxxvi) The Mortgaged Property is located in the state
identified in the Mortgage Loan Schedule and consists of a parcel of
real property with a detached single family residence erected thereon,
or a two- to four-family dwelling, or an individual condominium unit, or
an individual unit in a planned unit development, or, in the case of
Mortgage Loans secured by Co-op Shares, leases or occupancy agreements;
provided, however, that any condominium project or planned unit
development generally conforms with the applicable Underwriting
Guidelines regarding such dwellings, and no residence or dwelling is a
mobile home or a manufactured dwelling.
(xxxvii) The Depositor used no adverse selection procedures in
selecting the Mortgage Loan for inclusion in the Trust Estate.
(xxxviii) Each Mortgage Loan is a "qualified mortgage" within
Section 860G(a)(3) of the Code.
(xxxix) With respect to each Mortgage where a lost note
affidavit has been delivered to the Trustee in place of the related
Mortgage Note, the related Mortgage Note is no longer in existence.
Notwithstanding the foregoing, no representations or warranties
are made by the Depositor as to the environmental condition of any Mortgaged
Property; the absence, presence or effect of hazardous wastes or hazardous
substances on any Mortgaged Property; any casualty resulting from the presence
or effect of hazardous wastes or hazardous substances on, near or emanating from
any Mortgaged Property; the impact on Certificateholders of any environmental
condition or presence of any hazardous substance on or near any Mortgaged
Property; or the compliance of any Mortgaged Property with any environmental
laws, nor is any agent, Person or entity otherwise affiliated with the Depositor
authorized or able to make any such representation, warranty or assumption of
liability relative to any Mortgaged Property. In addition, no representations or
warranties are made by the Depositor with respect to the absence or effect of
fraud in the origination of any Mortgage Loan.
It is understood and agreed that the representations and
warranties set forth in this Section 2.05 shall survive delivery of the
respective Mortgage Files to the Trustee or the Custodian and shall inure to the
benefit of the Trustee, notwithstanding any restrictive or qualified endorsement
or assignment.
Upon discovery by either the Depositor, either Servicer, the
Trustee or the Custodian that any of the representations and warranties set
forth in this Section 2.05 is not accurate (referred to herein as a "breach")
and that such breach materially and adversely affects the interests of the
Certificateholders in the related Mortgage Loan, the party discovering such
breach shall give prompt written notice to the other parties (any Custodian
being so obligated under a Custodial Agreement); provided, that any such breach
that causes the Mortgage Loan not to be a "qualified mortgage" within the
meaning of Section 860G(a)(3) of the Code shall be deemed to materially and
adversely affect the interests of the Certificateholders. Within 90 days of its
discovery or its receipt of notice of any such breach, the Depositor shall cure
such breach in all material respects or shall either (i) repurchase the Mortgage
Loan or any property acquired in respect thereof from the Trustee at a price
equal to the Repurchase Price or (ii) if within two years of the Closing Date,
substitute for such Mortgage Loan in the manner described in Section 2.02;
provided that if the breach would cause the Mortgage Loan to be other than a
"qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such
repurchase or substitution must occur within 90 days from the date the breach
was discovered. The Repurchase Price of any repurchase described in this
paragraph and the Substitution Adjustment Amount, if any, shall be deposited in
the Certificate Account. It is understood and agreed that the obligation of the
Depositor to repurchase or substitute for any Mortgage Loan or Mortgaged
Property as to which such a breach has occurred and is continuing shall
constitute the sole remedy respecting such breach available to
Certificateholders, or to the Trustee on behalf of Certificateholders, and such
obligation shall survive until termination of the Trust hereunder.
Section 2.06 Designation of Interests in the REMIC. The Depositor
hereby designates the Classes of Class A Certificates (other than the Class A-R
Certificate) and the Classes of Class B Certificates as classes of "regular
interests" and the Class A-R Certificate as the single class of "residual
interest" in the REMIC for the purposes of Code Sections 860G(a)(1) and
860G(a)(2), respectively.
Section 2.07 Designation of Start-up Day. The Closing Date is
hereby designated as the "start-up day" of the REMIC within the meaning of
Section 860G(a)(9) of the Code.
Section 2.08 REMIC Certificate Maturity Date. Solely for purposes
of satisfying Section 1.860G-1(a)(4)(iii) of the Treasury Regulations, the
"latest possible maturity date" of the regular interests in the REMIC is July
25, 2029.
Section 2.09 Execution and Delivery of Certificates. The Trustee
has executed and delivered to or upon the order of the Depositor, in exchange
for the Mortgage Loans together with all other assets included in the definition
of "Trust Estate," receipt of which is hereby acknowledged, Certificates in
authorized denominations which evidence ownership of the entire Trust Estate.
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Servicers to Service Mortgage Loans. For and on
behalf of the Certificateholders, the NMC Servicer shall service and administer
the NMC Mortgage Loans and the BA Servicer shall service and administer the BA
Mortgage Loans, each in accordance with the terms of this Agreement, Customary
Servicing Procedures, applicable law and the terms of the Mortgage Notes and
Mortgages. In connection with such servicing and administration, each Servicer
shall have full power and authority, acting alone and/or through Subservicers as
provided in Section 3.02, to do or cause to be done any and all things that it
may deem necessary or desirable in connection with such servicing and
administration including, but not limited to, the power and authority, subject
to the terms hereof, (a) to execute and deliver, on behalf of the
Certificateholders and the Trustee, customary consents or waivers and other
instruments and documents, (b) to consent, with respect to the Mortgage Loans it
services, to transfers of any Mortgaged Property and assumptions of the Mortgage
Notes and related Mortgages (but only in the manner provided in this Agreement),
(c) to collect any Insurance Proceeds and other Liquidation Proceeds relating to
the Mortgage Loans it services, and (d) to effectuate foreclosure or other
conversion of the ownership of the Mortgaged Property securing any Mortgage Loan
it services. Each Servicer shall represent and protect the interests of the
Trust in the same manner as it protects its own interests in mortgage loans in
its own portfolio in any claim, proceeding or litigation regarding a Mortgage
Loan and shall not make or permit any modification, waiver or amendment of any
term of any Mortgage Loan, except as provided pursuant to Section 3.21. Without
limiting the generality of the foregoing, each Servicer, in its own name or in
the name of any Subservicer or the Depositor and the Trustee, is hereby
authorized and empowered by the Depositor and the Trustee, when such Servicer or
any Subservicer, as the case may be, believes it appropriate in its reasonable
judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the
Certificateholders or any of them, any and all instruments of satisfaction or
cancellation, or of partial or full release or discharge, and all other
comparable instruments, with respect to the Mortgage Loans it services, and with
respect to the related Mortgaged Properties held for the benefit of the
Certificateholders. Each Servicer shall prepare and deliver to the Depositor
and/or the Trustee such documents requiring execution and delivery by either or
both of them as are necessary or appropriate to enable such Servicer to service
and administer the Mortgage Loans it services to the extent that such Servicer
is not permitted to execute and deliver such documents pursuant to the preceding
sentence. Upon receipt of such documents, the Depositor and/or the Trustee, upon
the direction of the related Servicer, shall promptly execute such documents and
deliver them to the related Servicer.
In accordance with the standards of the preceding paragraph, each
Servicer shall advance or cause to be advanced funds as necessary for the
purpose of effecting the payment of taxes and assessments on the Mortgaged
Properties relating to the Mortgage Loans it services, which Servicing Advances
shall be reimbursable in the first instance from related collections from the
Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11.
The costs incurred by the Servicers, if any, in effecting the timely payments of
taxes and assessments on the Mortgaged Properties and related insurance premiums
shall not, for the purpose of calculating monthly distributions to the
Certificateholders, be added to the Stated Principal Balances of the related
Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit.
The relationship of each Servicer (and of any successor to either
Servicer as servicer under this Agreement) to the Trustee under this Agreement
is intended by the parties to be that of an independent contractor and not that
of a joint venturer, partner or agent.
Section 3.02 Subservicing; Enforcement of the Obligations
of Servicers.
(a) Either Servicer may arrange for the subservicing of any
Mortgage Loan it services by a Subservicer pursuant to a Subservicing Agreement;
provided, however, that such subservicing arrangement and the terms of the
related Subservicing Agreement must provide for the servicing of such Mortgage
Loan in a manner consistent with the servicing arrangements contemplated
hereunder. Notwithstanding the provisions of any Subservicing Agreement, any of
the provisions of this Agreement relating to agreements or arrangements between
a Servicer and a Subservicer or reference to actions taken through a Subservicer
or otherwise, such Servicer shall remain obligated and liable to the Depositor,
the Trustee and the Certificateholders for the servicing and administration of
the Mortgage Loans it services in accordance with the provisions of this
Agreement without diminution of such obligation or liability by virtue of such
Subservicing Agreements or arrangements or by virtue of indemnification from the
Subservicer and to the same extent and under the same terms and conditions as if
such Servicer alone were servicing and administering those Mortgage Loans. All
actions of each Subservicer performed pursuant to the related Subservicing
Agreement shall be performed as agent of the related Servicer with the same
force and effect as if performed directly by such Servicer.
(b) For purposes of this Agreement, each Servicer shall be deemed
to have received any collections, recoveries or payments with respect to the
Mortgage Loans it services that are received by a Subservicer regardless of
whether such payments are remitted by the Subservicer to such Servicer.
(c) As part of its servicing activities hereunder, each Servicer,
for the benefit of the Trustee and the Certificateholders, shall use its best
reasonable efforts to enforce the obligations of each Subservicer engaged by
such Servicer under the related Subservicing Agreement, to the extent that the
non-performance of any such obligation would have a material and adverse effect
on a Mortgage Loan. Such enforcement, including, without limitation, the legal
prosecution of claims, termination of Subservicing Agreements and the pursuit of
other appropriate remedies, shall be in such form and carried out to such an
extent and at such time as the related Servicer, in its good faith business
judgment, would require were it the owner of the related Mortgage Loans. The
related Servicer shall pay the costs of such enforcement at its own expense, and
shall be reimbursed therefor only (i) from a general recovery resulting from
such enforcement to the extent, if any, that such recovery exceeds all amounts
due in respect of the related Mortgage Loan or (ii) from a specific recovery of
costs, expenses or attorneys fees against the party against whom such
enforcement is directed.
(d) Any Subservicing Agreement entered into by a Servicer shall
provide that it may be assumed or terminated by the Trustee, if the Trustee has
assumed the duties of such Servicer, or any successor Servicer, at the Trustee's
or successor Servicer's option, as applicable, without cost or obligation to the
assuming or terminating party or the Trust Estate, upon the assumption by such
party of the obligations of such Servicer pursuant to Section 8.05.
Any Subservicing Agreement, and any other transactions or
services relating to the Mortgage Loans involving a Subservicer, shall be deemed
to be between the related Servicer and such Subservicer alone, and the Trustee
and the Certificateholders shall not be deemed parties thereto and shall have no
claims or rights of action against, rights, obligations, duties or liabilities
to or with respect to the Subservicer or its officers, directors or employees,
except as set forth in Section 3.01.
Section 3.03 Fidelity Bond; Errors and Omissions Insurance.
Each Servicer shall maintain, at its own expense, a blanket
fidelity bond and an errors and omissions insurance policy, with broad coverage
on all officers, employees or other persons acting in any capacity requiring
such persons to handle funds, money, documents or papers relating to the
Mortgage Loans it services. These policies must insure such Servicer against
losses resulting from dishonest or fraudulent acts committed by such Servicer's
personnel, any employees of outside firms that provide data processing services
for such Servicer, and temporary contract employees or student interns. Such
fidelity bond shall also protect and insure such Servicer against losses in
connection with the release or satisfaction of a Mortgage Loan without having
obtained payment in full of the indebtedness secured thereby. No provision of
this Section 3.03 requiring such fidelity bond and errors and omissions
insurance shall diminish or relieve such Servicer from its duties and
obligations as set forth in this Agreement. The minimum coverage under any such
bond and insurance policy shall be at least equal to the corresponding amounts
required by FNMA in the FNMA Servicing Guide or by FHLMC in the FHLMC Sellers' &
Servicers' Guide, as amended or restated from time to time, or in an amount as
may be permitted to such Servicer by express waiver of FNMA or FHLMC.
Section 3.04 Access to Certain Documentation.
Each Servicer shall provide to the OTS and the FDIC and to
comparable regulatory authorities supervising Holders of Subordinate
Certificates and the examiners and supervisory agents of the OTS, the FDIC and
such other authorities, access to the documentation required by applicable
regulations of the OTS and the FDIC with respect to the Mortgage Loans serviced
by such Servicer. Such access shall be afforded without charge, but only upon
reasonable and prior written request and during normal business hours at the
offices designated by such Servicer. Nothing in this Section 3.04 shall limit
the obligation of such Servicer to observe any applicable law and the failure of
such Servicer to provide access as provided in this Section 3.04 as a result of
such obligation shall not constitute a breach of this Section 3.04.
Section 3.05 Maintenance of Primary Mortgage Insurance Policy;
Claims.
With respect to each Mortgage Loan with a Loan-to-Value Ratio in
excess of 80% or such other Loan-to-Value Ratio as may be required by law, the
Servicer responsible for servicing such Mortgage Loan shall, without any cost to
the Trust Estate, maintain or cause the Mortgagor to maintain in full force and
effect a Primary Insurance Policy insuring that portion of the Mortgage Loan in
excess of a percentage in conformity with FNMA requirements. The related
Servicer shall pay or shall cause the Mortgagor to pay the premium thereon on a
timely basis, at least until the Loan-to-Value Ratio of such Mortgage Loan is
reduced to 80% or such other Loan-to-Value Ratio as may be required by law. If
such Primary Insurance Policy is terminated, the related Servicer shall obtain
from another insurer a comparable replacement policy, with a total coverage
equal to the remaining coverage of such terminated Primary Insurance Policy. If
the insurer shall cease to be an insurer acceptable to FNMA, the related
Servicer shall notify the Trustee in writing, it being understood that such
Servicer shall not have any responsibility or liability for any failure to
recover under the Primary Insurance Policy for such reason. If such Servicer
determines that recoveries under the Primary Insurance Policy are jeopardized by
the financial condition of the insurer, such Servicer shall obtain from another
insurer which meets the requirements of this Section 3.05 a replacement
insurance policy. A Servicer shall not take any action that would result in
noncoverage under any applicable Primary Insurance Policy of any loss that, but
for the actions of such Servicer, would have been covered thereunder. In
connection with any assumption or substitution agreement entered into or to be
entered into pursuant to Section 3.13, the related Servicer shall promptly
notify the insurer under the related Primary Insurance Policy, if any, of such
assumption or substitution of liability in accordance with the terms of such
Primary Insurance Policy and shall take all actions which may be required by
such insurer as a condition to the continuation of coverage under such Primary
Insurance Policy. If such Primary Insurance Policy is terminated as a result of
such assumption or substitution of liability, the related Servicer shall obtain
a replacement Primary Insurance Policy as provided above.
In connection with its activities as servicer, each Servicer
agrees to prepare and present, on behalf of itself, the Trustee and the
Certificateholders, claims to the insurer under any Primary Insurance Policy in
a timely fashion in accordance with the terms of such Primary Insurance Policy
and, in this regard, to take such action as shall be necessary to permit
recovery under any Primary Insurance Policy respecting a defaulted Mortgage Loan
serviced by such Servicer. Pursuant to Section 3.09(a), any amounts collected by
a Servicer under any Primary Insurance Policy shall be deposited in the related
Escrow Account, subject to withdrawal pursuant to Section 3.09(b).
Section 3.06 Rights of the Depositor and the Trustee in Respect
of the Servicers.
The Depositor may, but is not obligated to, enforce the
obligations of each Servicer hereunder and may, but is not obligated to,
perform, or cause a designee to perform, any defaulted obligation of either
Servicer hereunder and in connection with any such defaulted obligation to
exercise the related rights of such Servicer hereunder; provided that a Servicer
shall not be relieved of any of its obligations hereunder by virtue of such
performance by the Depositor or its designee. Neither the Trustee nor the
Depositor shall have any responsibility or liability for any action or failure
to act by a Servicer nor shall the Trustee or the Depositor be obligated to
supervise the performance of a Servicer hereunder or otherwise.
Any Subservicing Agreement that may be entered into and any
transactions or services relating to the Mortgage Loans involving a Subservicer
in its capacity as such shall be deemed to be between the Subservicer and the
applicable Servicer alone, and the Trustee and Certificateholders shall not be
deemed parties thereto and shall have no claims, rights, obligations, duties or
liabilities with respect to the Subservicer except as set forth in Section 3.07.
Each Servicer shall be solely liable for all fees owed by it to any Subservicer,
irrespective of whether each Servicer's compensation pursuant to this Agreement
is sufficient to pay such fees.
Section 3.07 Trustee to Act as Servicer.
If either Servicer shall for any reason no longer be a Servicer
hereunder (including by reason of an Event of Default), the Trustee shall
thereupon assume, if it so elects, or shall appoint a successor Servicer to
assume, all of the rights and obligations of such Servicer hereunder arising
thereafter (except that the Trustee shall not be (a) liable for losses of such
Servicer pursuant to Section 3.12 or any acts or omissions of the predecessor
Servicer hereunder, (b) obligated to make Advances if it is prohibited from
doing so by applicable law or (c) deemed to have made any representations and
warranties of such Servicer hereunder). Any such assumption shall be subject to
Section 7.02. If either Servicer shall for any reason no longer be a Servicer
(including by reason of any Event of Default), the Trustee or the successor
Servicer may elect to succeed to any rights and obligations of such Servicer
under each Subservicing Agreement or may terminate each Subservicing Agreement.
If it has elected to assume the Subservicing Agreement, the Trustee or the
successor Servicer shall be deemed to have assumed all of the related Servicer's
interest therein and to have replaced such Servicer as a party to any
Subservicing Agreement entered into by such Servicer as contemplated by Section
3.02 to the same extent as if the Subservicing Agreement had been assigned to
the assuming party except that such Servicer shall not be relieved of any
liability or obligations under any such Subservicing Agreement.
Each Servicer that is no longer a Servicer hereunder shall, upon
request of the Trustee, but at the expense of such Servicer, deliver to the
assuming party all documents and records relating to each Subservicing Agreement
or substitute servicing agreement and the Mortgage Loans then being serviced
thereunder and an accounting of amounts collected or held by it and otherwise
use its best efforts to effect the orderly and efficient transfer of such
substitute Subservicing Agreement to the assuming party.
Section 3.08 Collection of Mortgage Loan Payments; Servicer
Custodial Accounts; Certificate Account;
and Class A-16 Reserve Fund.
(a) Continuously from the date hereof until the principal and
interest on all Mortgage Loans are paid in full, each Servicer will proceed
diligently, in accordance with this Agreement, to collect all payments due under
each of the Mortgage Loans it services when the same shall become due and
payable. Further, each Servicer will in accordance with all applicable law and
Customary Servicing Procedures ascertain and estimate taxes, assessments, fire
and hazard insurance premiums, mortgage insurance premiums and all other charges
with respect to the Mortgage Loans it services that, as provided in any
Mortgage, will become due and payable to the end that the installments payable
by the Mortgagors will be sufficient to pay such charges as and when they become
due and payable. Consistent with the foregoing, either Servicer may in its
discretion (i) waive any late payment charge or any prepayment charge or penalty
interest in connection with the prepayment of a Mortgage Loan it services and
(ii) extend the due dates for payments due on a Mortgage Note for a period not
greater than 120 days; provided, however, that a Servicer cannot extend the
maturity of any such Mortgage Loan past the date on which the final payment is
due on the latest maturing Mortgage Loan as of the Cut-Off Date. In the event of
any such arrangement, the Servicer permitting such arrangement shall make
Periodic Advances on the related Mortgage Loan in accordance with the provisions
of Section 3.20 during the scheduled period in accordance with the amortization
schedule of such Mortgage Loan without modification thereof by reason of such
arrangements. A Servicer shall not be required to institute or join in
litigation with respect to collection of any payment (whether under a Mortgage,
Mortgage Note or otherwise or against any public or governmental authority with
respect to a taking or condemnation) if it reasonably believes that enforcing
the provision of the Mortgage or other instrument pursuant to which such payment
is required is prohibited by applicable law.
(b) The NMC Servicer shall establish and maintain the NMC
Servicer Custodial Account. The BA Servicer shall establish and maintain the BA
Servicer Custodial Account. The NMC Servicer shall deposit or cause to be
deposited into the NMC Servicer Custodial Account and the BA Servicer shall
deposit or cause to be deposited into the BA Servicer Custodial Account, both on
a daily basis within one Business Day of receipt, except as otherwise
specifically provided herein, the following payments and collections remitted by
Subservicers or received by such Servicer in respect of Mortgage Loans it
services subsequent to the Cut-Off Date (other than in respect of principal and
interest due on the Mortgage Loans on or before the Cut-Off Date) and the
following amounts required to be deposited hereunder with respect to the
Mortgage Loans it services:
(i) all payments on account of principal of such Mortgage
Loans, including Principal Prepayments;
(ii) all payments on account of interest on such Mortgage
Loans, net of the Servicing Fee;
(iii) (A) all Insurance Proceeds and Liquidation Proceeds,
other than Insurance Proceeds to be (1) applied to the restoration or
repair of the Mortgaged Property, (2) released to the Mortgagor in
accordance with Customary Servicing Procedures or (3) required to be
deposited to an Escrow Account pursuant to Section 3.09(a) and (B) any
Insurance Proceeds released from an Escrow Account pursuant to Section
3.09(b)(iv);
(iv) any amount required to be deposited by such Servicer
pursuant to Section 3.08(d) in connection with any losses on Permitted
Investments with respect to such Servicer Custodial Account;
(v) any amounts required to be deposited by such Servicer
pursuant to Section 3.14;
(vi) all Repurchase Prices and all Substitution Adjustment
Amounts received by such Servicer;
(vii) Periodic Advances made by such Servicer pursuant to
Section 3.20 and any payments of Compensating Interest; and
(viii) any other amounts required to be deposited hereunder.
The foregoing requirements for deposits to the Servicer Custodial
Accounts by the Servicers shall be exclusive, it being understood and agreed
that, without limiting the generality of the foregoing, payments in the nature
of prepayment penalties, late payment charges or assumption fees, if collected,
need not be deposited by the Servicers. If a Servicer shall deposit in the
related Servicer Custodial Account any amount not required to be deposited, it
may at any time withdraw or direct the institution maintaining such Servicer
Custodial Account to withdraw such amount from such Servicer Custodial Account,
any provision herein to the contrary notwithstanding. Each Servicer Custodial
Account may contain funds that belong to one or more trust funds created for
mortgage pass-through certificates of other series and may contain other funds
respecting payments on mortgage loans belonging to the applicable Servicer or
serviced by such Servicer on behalf of others. Notwithstanding such commingling
of funds, each Servicer shall keep records that accurately reflect the funds on
deposit in the applicable Servicer Custodial Account that have been identified
by it as being attributable to the Mortgage Loans it services. Each Servicer
shall maintain adequate records with respect to all withdrawals made pursuant to
this Section 3.08. All funds required to be deposited in a Servicer Custodial
Account shall be held in trust for the Certificateholders until withdrawn in
accordance with Section 3.11.
(c) The Trustee shall establish and maintain, on behalf of the
Certificateholders, the Certificate Account. The Trustee shall, promptly upon
receipt, deposit in the Certificate Account and retain therein the following:
(i) the aggregate amount remitted by each Servicer to the
Trustee pursuant to Section 3.11(a)(viii);
(ii) any amount paid by the Trustee pursuant to Section
3.08(d) in connection with any losses on Permitted Investments with
respect to the Certificate Account;
(iii) the Class A-16 Reserve Amount, if any, for each
Distribution Date; and
(iv) any other amounts deposited hereunder which are required
to be deposited in the Certificate Account.
If a Servicer shall remit any amount not required to be remitted,
it may at any time direct the Trustee to withdraw such amount from the
Certificate Account, any provision herein to the contrary notwithstanding. Such
direction may be accomplished by delivering an Officer's Certificate to the
Trustee which describes the amounts deposited in error in the Certificate
Account. All funds required to be deposited in the Certificate Account shall be
held by the Trustee in trust for the Certificateholders until disbursed in
accordance with this Agreement or withdrawn in accordance with Section 3.11. In
no event shall the Trustee incur liability for withdrawals from the Certificate
Account at the direction of a Servicer.
(d) Each institution at which either Servicer Custodial
Account or the Certificate Account is maintained shall invest the funds therein
as directed in writing by the NMC Servicer (with respect to the NMC Servicer
Custodial Account), the BA Servicer (with respect to the BA Servicer Custodial
Account) or the Trustee (with respect to the Certificate Account) in Permitted
Investments, which shall mature not later than (i) in the case of either
Servicer Custodial Account, the Business Day next preceding the related
Remittance Date (except that if such Permitted Investment is an obligation of
the institution that maintains such account, then such Permitted Investment
shall mature not later than such Remittance Date) and (ii) in the case of the
Certificate Account, the Business Day next preceding the Distribution Date
(except that if such Permitted Investment is an obligation of the institution
that maintains such account, then such Permitted Investment shall mature not
later than such Distribution Date) and, in each case, shall not be sold or
disposed of prior to its maturity. All such Permitted Investments shall be made
in the name of the Trustee, for the benefit of the Certificateholders. All
income and gain (net of any losses) realized from any such investment of funds
on deposit in the NMC Servicer Custodial Account shall be for the benefit of the
NMC Servicer as servicing compensation and shall be retained by it monthly as
provided herein. All income or gain (net of any losses) realized from any such
investment of funds on deposit in the BA Servicer Custodial Account shall be for
the benefit of the BA Servicer as servicing compensation and shall be retained
by it monthly as provided herein. All income or gain (net of any losses)
realized from any such investment of funds on deposit in the Certificate Account
shall be for the benefit of the Trustee as additional compensation and shall be
retained by it monthly as provided herein. The amount of any losses realized in
the NMC Servicer Custodial Account, the BA Servicer Custodial Account or the
Certificate Account incurred in any such account in respect of any such
investments shall promptly be deposited by the NMC Servicer in the NMC Servicer
Custodial Account, the BA Servicer in the BA Servicer Custodial Account or by
the Trustee in the Certificate Account, as applicable.
(e) A Servicer shall give notice to the Trustee of any
proposed change of the location of the Servicer Custodial Account maintained by
such Servicer not later than 30 days and not more than 45 days prior to any
change thereof. The Trustee shall give notice to the Servicers, each Rating
Agency and the Depositor of any proposed change of the location of the
Certificate Account not later than 30 days and not more than 45 days prior to
any change thereof. The creation of any Servicer Custodial Account shall be
evidenced by a certification substantially in the form of Exhibit F hereto. A
copy of such certification shall be furnished to the Trustee.
(f)The Trustee shall establish and maintain, on behalf of the
Certificateholders, the Class A-16 Reserve Fund. The Class A-16 Reserve Fund
shall be established on the Closing Date with funds remitted by the Depositor to
the Trustee in the amount of $16,650. On each of the first twelve Distribution
Dates, the Trustee shall withdraw from the Class A-16 Reserve Fund and deposit
into the Certificate Account the Class A-16 Reserve Amount. Notwithstanding the
definition of "Eligible Account," funds on deposit in the Class A-16 Reserve
Fund shall not be invested. Amounts remaining in the Class A-16 Reserve Fund
after the withdrawal of the Class A-16 Reserve Amount on the 12th Distribution
Date shall be remitted to the Holder of the Class A-R Certificate.
Section 3.09 Collection of Taxes, Assessments and Similar
Items; Escrow Accounts.
(a) To the extent required by the related Mortgage Note and
not violative of current law, each Servicer shall segregate and hold all funds
collected and received pursuant to each Mortgage Loan serviced by such Servicer
which constitute Escrow Payments in trust separate and apart from any of its own
funds and general assets and for such purpose shall establish and maintain one
or more escrow accounts (collectively, the "Escrow Account"), titled "[Insert
name of Servicer], in trust for registered holders of Bank of America Mortgage
Securities, Inc. Mortgage Pass-Through Certificates, Series 1999-7 and various
Mortgagors." The Escrow Account shall be established with a commercial bank, a
savings bank or a savings and loan association that meets the guidelines set
forth by FNMA or FHLMC as an eligible institution for escrow accounts and which
is a member of the Automated Clearing House. In any case, the Escrow Account
shall be insured by the FDIC to the fullest extent permitted by law. Each
Servicer shall deposit in the appropriate Escrow Account on a daily basis, and
retain therein: (i) all Escrow Payments collected on account of the Mortgage
Loans serviced by such Servicer, (ii) all amounts representing proceeds of any
hazard insurance policy which are to be applied to the restoration or repair of
any related Mortgaged Property and (iii) all amounts representing proceeds of
any Primary Insurance Policy. Nothing herein shall require either Servicer to
compel a Mortgagor to establish an Escrow Account in violation of applicable
law.
(b) Withdrawals of amounts so collected from the Escrow
Accounts may be made by the related Servicer only (i) to effect timely payment
of taxes, assessments, mortgage insurance premiums, fire and hazard insurance
premiums, condominium or PUD association dues, or comparable items constituting
Escrow Payments for the related Mortgage, (ii) to reimburse such Servicer out of
related Escrow Payments made with respect to a Mortgage Loan for any Servicing
Advance made by such Servicer pursuant to Section 3.09(c) with respect to such
Mortgage Loan, (iii) to refund to any Mortgagor any sums determined to be
overages, (iv) for transfer to the related Servicer Custodial Account upon
default of a Mortgagor or in accordance with the terms of the related Mortgage
Loan and if permitted by applicable law, (v) for application to restore or
repair the Mortgaged Property, (vi) to pay to the Mortgagor, to the extent
required by law, any interest paid on the funds deposited in the Escrow Account,
(vii) to pay to itself any interest earned on funds deposited in the Escrow
Account (and not required to be paid to the Mortgagor), (viii) to the extent
permitted under the terms of the related Mortgage Note and applicable law, to
pay late fees with respect to any Monthly Payment which is received after the
applicable grace period, (ix) to withdraw suspense payments that are deposited
into the Escrow Account, (x) to withdraw any amounts inadvertently deposited in
the Escrow Account or (xi) to clear and terminate the Escrow Account upon the
termination of this Agreement in accordance with Section 10.01. Any Escrow
Account shall not be a part of the Trust Estate.
(c) With respect to each Mortgage Loan it services, each
Servicer shall maintain accurate records reflecting the status of taxes,
assessments and other charges which are or may become a lien upon the Mortgaged
Property and the status of Primary Insurance Policy premiums and fire and hazard
insurance coverage. Each Servicer shall obtain, from time to time, all bills for
the payment of such charges (including renewal premiums) and shall effect
payment thereof prior to the applicable penalty or termination date and at a
time appropriate for securing maximum discounts allowable, employing for such
purpose deposits of the Mortgagor in the Escrow Account, if any, which shall
have been estimated and accumulated by such Servicer in amounts sufficient for
such purposes, as allowed under the terms of the Mortgage. To the extent that a
Mortgage does not provide for Escrow Payments, the related Servicer shall
determine that any such payments are made by the Mortgagor. The related Servicer
assumes full responsibility for the timely payment of all such bills and shall
effect timely payments of all such bills irrespective of each Mortgagor's
faithful performance in the payment of same or the making of the Escrow
Payments. The related Servicer shall advance any such payments that are not
timely paid, but such Servicer shall be required so to advance only to the
extent that such Servicing Advances, in the good faith judgment of such
Servicer, will be recoverable by such Servicer out of Insurance Proceeds,
Liquidation Proceeds or otherwise.
Section 3.10 Access to Certain Documentation and Information
Regarding the Mortgage Loans.
Each Servicer shall afford the Trustee reasonable access to all
records and documentation regarding the Mortgage Loans serviced by said Servicer
and all accounts, insurance information and other matters relating to this
Agreement, such access being afforded without charge, but only upon reasonable
request and during normal business hours at the office designated by the
applicable Servicer.
Upon reasonable advance notice in writing, each Servicer will
provide to each Certificateholder which is a savings and loan association, bank
or insurance company certain reports and reasonable access to information and
documentation regarding the Mortgage Loans serviced by such Servicer sufficient
to permit such Certificateholder to comply with applicable regulations of the
OTS or other regulatory authorities with respect to investment in the
Certificates; provided that such Servicer shall be entitled to be reimbursed by
each such Certificateholder for actual expenses incurred by such Servicer in
providing such reports and access.
Section 3.11 Permitted Withdrawals from the Servicer
Custodial Accounts and Certificate Account.
(a) The NMC Servicer may from time to time make withdrawals
from the NMC Servicer Custodial Account, and the BA Servicer may from time to
time make withdrawals from the BA Servicer Custodial Account, for the following
purposes:
(i) to pay to the related Servicer (to the extent not
previously retained), the servicing compensation to which it is entitled
pursuant to Section 3.17, and to pay to the related Servicer, as
additional servicing compensation, earnings on or investment income with
respect to funds in or credited to the related Servicer Custodial
Account;
(ii) to reimburse the related Servicer for unreimbursed
Advances made by it, such right of reimbursement pursuant to this clause
(ii) being limited to amounts received on the Mortgage Loan(s) in
respect of which any such Advance was made;
(iii) to reimburse the related Servicer for any Nonrecoverable
Advance previously made;
(iv) to reimburse the related Servicer for Insured Expenses
from the related Insurance Proceeds;
(v) to pay to the purchaser, with respect to each Mortgage
Loan or REO Property that has been purchased pursuant to Section 2.02 or
2.05, all amounts received thereon after the date of such purchase;
(vi) to reimburse the related Servicer or the Depositor for
expenses incurred by any of them and reimbursable pursuant to Section
7.03;
(vii) to withdraw any amount deposited in the related Servicer
Custodial Account and not required to be deposited therein;
(viii) on or prior to the Remittance Date, to withdraw an
amount equal to the related Pool Distribution Amount, the related
Trustee Fee and any other amounts due to the Trustee under this
Agreement for such Distribution Date, to the extent on deposit, and
remit such amount in immediately available funds to the Trustee for
deposit in the Certificate Account; and
(ix) to clear and terminate the related Servicer Custodial
Account upon termination of this Agreement pursuant to Section 10.01.
Each Servicer shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
withdrawal from the related Servicer Custodial Account pursuant to clauses (i),
(ii), (iv) and (v). Prior to making any withdrawal from the related Servicer
Custodial Account pursuant to clause (iii), each Servicer shall deliver to the
Trustee an Officer's Certificate of a Servicing Officer indicating the amount of
any previous Advance determined by such Servicer to be a Nonrecoverable Advance
and identifying the related Mortgage Loan(s) and their respective portions of
such Nonrecoverable Advance.
(b) The Trustee shall withdraw funds from the Certificate
Account for distributions to Certificateholders in the manner specified in this
Agreement. In addition, the Trustee may from time to time make withdrawals from
the Certificate Account for the following purposes:
(i) to pay to itself the Trustee Fee and any other amounts due
to the Trustee under this Agreement for the related Distribution Date;
(ii) to pay to itself as additional compensation earnings on
or investment income with respect to funds in the Certificate Account;
(iii) to withdraw and return to the related Servicer any
amount deposited in the Certificate Account and not required to be
deposited therein; and
(iv) to clear and terminate the Certificate Account upon
termination of the Agreement pursuant to Section 10.01.
Section 3.12 Maintenance of Hazard Insurance.
Each Servicer shall cause to be maintained for each Mortgage Loan
serviced by such Servicer fire and hazard insurance with extended coverage
customary in the area where the Mortgaged Property is located in an amount which
is at least equal to the lesser of (a) the full insurable value of the Mortgaged
Property or (b) the greater of (i) the outstanding principal balance owing on
the Mortgage Loan and (ii) an amount such that the proceeds of such insurance
shall be sufficient to avoid the application to the Mortgagor or loss payee of
any coinsurance clause under the policy. If the Mortgaged Property is in an area
identified in the Federal Register by the Federal Emergency Management Agency as
having special flood hazards (and such flood insurance has been made available)
the related Servicer will cause to be maintained a flood insurance policy
meeting the requirements of the current guidelines of the Federal Insurance
Administration and the requirements of FNMA or FHLMC. Each Servicer shall also
maintain on REO Property serviced by such Servicer, fire and hazard insurance
with extended coverage in an amount which is at least equal to the maximum
insurable value of the improvements which are a part of such property, liability
insurance and, to the extent required, flood insurance in an amount required
above. Any amounts collected by a Servicer under any such policies (other than
amounts to be deposited in an Escrow Account and applied to the restoration or
repair of the property subject to the related Mortgage or property acquired in
liquidation of the Mortgage Loan, or to be released to the Mortgagor in
accordance with Customary Servicing Procedures) shall be deposited in the
related Servicer Custodial Account, subject to withdrawal pursuant to Section
3.11(a). It is understood and agreed that no earthquake or other additional
insurance need be required by a Servicer of any Mortgagor or maintained on REO
Property, other than pursuant to such applicable laws and regulations as shall
at any time be in force and as shall require such additional insurance. All
policies required hereunder shall be endorsed with standard mortgagee clauses
with loss payable to the related Servicer, and shall provide for at least 30
days prior written notice of any cancellation, reduction in amount or material
change in coverage to such Servicer.
The hazard insurance policies for each Mortgage Loan secured by a
unit in a condominium development or planned unit development shall be
maintained with respect to such Mortgage Loan and the related development in a
manner which is consistent with FNMA requirements.
Notwithstanding the foregoing, either Servicer may maintain a
blanket policy insuring against hazard losses on all of the Mortgaged Properties
relating to the Mortgage Loans serviced by such Servicer in lieu of maintaining
the required hazard insurance policies for each Mortgage Loan and may maintain a
blanket policy insuring against special flood hazards in lieu of maintaining any
required flood insurance. Any such blanket policies shall (A) be consistent with
prudent industry standards, (B) name the related Servicer as loss payee, (C)
provide coverage in an amount equal to the aggregate unpaid principal balance on
the related Mortgage Loans without co-insurance, and (D) otherwise comply with
the requirements of this Section 3.12. Any such blanket policy may contain a
deductible clause; provided that if any Mortgaged Property is not covered by a
separate policy otherwise complying with this Section 3.12 and a loss occurs
with respect to such Mortgaged Property which loss would have been covered by
such a policy, the related Servicer shall deposit in the related Servicer
Custodial Account the difference, if any, between the amount that would have
been payable under a separate policy complying with Section 3.12 and the amount
paid under such blanket policy.
Section 3.13 Enforcement of Due-On-Sale Clauses;
Assumption Agreements.
(a) Except as otherwise provided in this Section 3.13, when
any Mortgaged Property subject to a Mortgage has been conveyed by the Mortgagor,
the related Servicer shall use reasonable efforts, to the extent that it has
actual knowledge of such conveyance, to enforce any due-on-sale clause contained
in any Mortgage Note or Mortgage, to the extent permitted under applicable law
and governmental regulations, but only to the extent that such enforcement will
not adversely affect or jeopardize coverage under any Required Insurance Policy.
Notwithstanding the foregoing, a Servicer is not required to exercise such
rights with respect to a Mortgage Loan if the Person to whom the related
Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the
terms and conditions contained in the Mortgage Note and Mortgage related thereto
and the consent of the mortgagee under such Mortgage Note or Mortgage is not
otherwise required under such Mortgage Note or Mortgage as a condition to such
transfer. If (i) the related Servicer is prohibited by law from enforcing any
such due-on-sale clause, (ii) coverage under any Required Insurance Policy would
be adversely affected, (iii) the Mortgage Note does not include a due-on-sale
clause or (iv) nonenforcement is otherwise permitted hereunder, the related
Servicer is authorized, subject to Section 3.13(b), to take or enter into an
assumption and modification agreement from or with the Person to whom such
Mortgaged Property has been or is about to be conveyed, pursuant to which such
Person becomes liable under the Mortgage Note and, unless prohibited by
applicable state law, the Mortgagor remains liable thereon; provided that the
Mortgage Loan shall continue to be covered (if so covered before the related
Servicer enters such agreement) by the applicable Required Insurance Policies.
The related Servicer, subject to Section 3.13(b), is also authorized with the
prior approval of the insurers under any Required Insurance Policies to enter
into a substitution of liability agreement with such Person, pursuant to which
the original Mortgagor is released from liability and such Person is substituted
as Mortgagor and becomes liable under the Mortgage Note. Notwithstanding the
foregoing, a Servicer shall not be deemed to be in default under this Section
3.13 by reason of any transfer or assumption which such Servicer reasonably
believes it is restricted by law from preventing, for any reason whatsoever.
(b) Subject to a Servicer's duty to enforce any due-on-sale
clause to the extent set forth in Section 3.13(a), in any case in which a
Mortgaged Property has been conveyed to a Person by a Mortgagor, and such Person
is to enter into an assumption agreement or modification agreement or supplement
to the Mortgage Note or Mortgage that requires the signature of the Trustee, or
if an instrument of release signed by the Trustee is required releasing the
Mortgagor from liability on the Mortgage Loan, the related Servicer shall
prepare and deliver or cause to be prepared and delivered to the Trustee for
signature and shall direct, in writing, the Trustee to execute the assumption
agreement with the Person to whom the Mortgaged Property is to be conveyed and
such modification agreement or supplement to the Mortgage Note or Mortgage or
other instruments as are reasonable or necessary to carry out the terms of the
Mortgage Note or Mortgage or otherwise to comply with any applicable laws
regarding assumptions or the transfer of the Mortgaged Property to such Person.
In no event shall the Trustee incur liability for executing any document under
this Section 3.13 at the direction of a Servicer. In connection with any such
assumption, no material term of the Mortgage Note may be changed. In addition,
the substitute Mortgagor and the Mortgaged Property must be acceptable to the
related Servicer in accordance with its underwriting standards as then in
effect. Together with each such substitution, assumption or other agreement or
instrument delivered to the Trustee for execution by it, the related Servicer
shall deliver an Officer's Certificate signed by a Servicing Officer stating
that the requirements of this subsection have been met. Each Servicer shall
notify the Trustee that any such substitution or assumption agreement has been
completed by forwarding to the Trustee (or at the direction of the Trustee, the
Custodian) the original of such substitution or assumption agreement, which in
the case of the original shall be added to the related Mortgage File and shall,
for all purposes, be considered a part of such Mortgage File to the same extent
as all other documents and instruments constituting a part thereof. Any fee
collected by a Servicer for entering into an assumption or substitution of
liability agreement may be retained by such Servicer as additional master
servicing compensation. Notwithstanding the foregoing, to the extent permissible
under applicable law and at the request of either Servicer, the Trustee shall
execute and deliver to such Servicer any powers of attorney and other documents
prepared by such Servicer that are reasonably necessary or appropriate to enable
such Servicer to execute any assumption agreement or modification agreement
required to be executed by the Trustee under this Section 3.13.
Section 3.14 Realization Upon Defaulted Mortgage Loans;
REO Property.
(a) Each Servicer shall use reasonable efforts to foreclose
upon or otherwise comparably convert the ownership of Mortgaged Properties
securing such of the Mortgage Loans serviced by such Servicer as come into and
continue in default and as to which no satisfactory arrangements can be made for
collection of delinquent payments. In connection with such foreclosure or other
conversion, each Servicer shall follow Customary Servicing Procedures and shall
meet the requirements of the insurer under any Required Insurance Policy;
provided, however, that either Servicer may enter into a special servicing
agreement with an unaffiliated Holder of 100% Percentage Interest of a Class of
Class B Certificates or a holder of a class of securities representing interests
in the Class B Certificates alone or together with other subordinated mortgage
pass-through certificates. Such agreement shall be substantially in the form
attached hereto as Exhibit K or subject to each Rating Agency's acknowledgment
that the ratings of the Certificates in effect immediately prior to the entering
into such agreement would not be qualified, downgraded or withdrawn and the
Certificates would not be placed on credit review status (except for possible
upgrading) as a result of such agreement. Any such agreement may contain
provisions whereby such holder may instruct the applicable Servicer to commence
or delay foreclosure proceedings with respect to delinquent Mortgage Loans
serviced by such Servicer and will contain provisions for the deposit of cash by
the holder that would be available for distribution to Certificateholders if
Liquidation Proceeds are less than they otherwise may have been had the Servicer
acted in accordance with its normal procedures. Notwithstanding the foregoing, a
Servicer shall not be required to expend its own funds in connection with any
foreclosure or towards the restoration of any Mortgaged Property unless it shall
determine (i) that such restoration and/or foreclosure will increase the
proceeds of liquidation of the Mortgage Loan after reimbursement to itself of
such expenses and (ii) that such expenses will be recoverable to it through
proceeds of the liquidation of the Mortgage Loan (respecting which it shall have
priority for purposes of withdrawals from the related Servicer Custodial
Account). Any such expenditures shall constitute Servicing Advances for purposes
of this Agreement.
The decision of either Servicer to foreclose on a defaulted
Mortgage Loan shall be subject to a determination by such Servicer that the
proceeds of such foreclosure would exceed the costs and expenses of bringing
such a proceeding.
With respect to any REO Property, the deed or certificate of sale
shall be taken in the name of the Trustee for the benefit of the
Certificateholders, or its nominee, on behalf of the Certificateholders. The
Trustee's name shall be placed on the title to such REO Property solely as the
Trustee hereunder and not in its individual capacity. The related Servicer shall
ensure that the title to such REO Property references this Agreement and the
Trustee's capacity hereunder. Pursuant to its efforts to sell such REO Property,
the related Servicer shall either itself or through an agent selected by such
Servicer manage, conserve, protect and operate such REO Property in the same
manner that it manages, conserves, protects and operates other foreclosed
property for its own account and in the same manner that similar property in the
same locality as the REO Property is managed. Incident to its conservation and
protection of the interests of the Certificateholders, such Servicer may rent
the same, or any part thereof, as such Servicer deems to be in the best interest
of the Certificateholders for the period prior to the sale of such REO Property.
Each Servicer shall prepare for and deliver to the Trustee a statement with
respect to each REO Property serviced by such Servicer that has been rented, if
any, showing the aggregate rental income received and all expenses incurred in
connection with the management and maintenance of such REO Property at such
times as is necessary to enable the Trustee to comply with the reporting
requirements of the REMIC Provisions; provided, however, that a Servicer shall
have no duty to rent any REO Property on behalf of the Trust. The net monthly
rental income, if any, from such REO Property shall be deposited in the related
Servicer Custodial Account no later than the close of business on each
Determination Date. Each Servicer shall perform, with respect to the Mortgage
Loans serviced by such Servicer, the tax reporting and withholding required by
Sections 1445 and 6050J of the Code with respect to foreclosures and
abandonments, the tax reporting required by Section 6050H of the Code with
respect to the receipt of mortgage interest from individuals and, if required by
Section 6050P of the Code with respect to the cancellation of indebtedness by
certain financial entities, by preparing such tax and information returns as may
be required, in the form required. Each Servicer shall deliver copies of such
reports to the Trustee.
If the Trust acquires any Mortgaged Property as described above
or otherwise in connection with a default or a default which is reasonably
foreseeable on a Mortgage Loan, the related Servicer shall dispose of such
Mortgaged Property prior to the end of the third calendar year following the
year of its acquisition by the Trust (such period, the "REO Disposition Period")
unless (A) the Trustee shall have been supplied by such Servicer with an Opinion
of Counsel to the effect that the holding by the Trust of such Mortgaged
Property subsequent to the REO Disposition Period will not result in the
imposition of taxes on "prohibited transactions" on the REMIC (as defined in
Section 860F of the Code) or cause the Trust Estate to fail to qualify as a
REMIC at any time that any Certificates are outstanding, or (B) the Trustee (at
such Servicer's expense) or such Servicer shall have applied for, prior to the
expiration of the REO Disposition Period, an extension of the REO Disposition
Period in the manner contemplated by Section 856(e)(3) of the Code. If such an
Opinion of Counsel is provided or such an exemption is obtained, the Trust may
continue to hold such Mortgaged Property (subject to any conditions contained in
such Opinion of Counsel) for the applicable period. Notwithstanding any other
provision of this Agreement, no Mortgaged Property acquired by the Trust shall
be rented (or allowed to continue to be rented) or otherwise used for the
production of income by or on behalf of the Trust in such a manner or pursuant
to any terms that would (i) cause such Mortgaged Property to fail to qualify as
"foreclosure property" within the meaning of Section 860G(a)(8) of the Code or
(ii) subject the REMIC to the imposition of any federal, state or local income
taxes on the income earned from such Mortgaged Property under Section 860G(c) of
the Code or otherwise, unless the related Servicer has agreed to indemnify and
hold harmless the Trust with respect to the imposition of any such taxes. Each
Servicer shall identify to the Trustee any Mortgaged Property relating to a
Mortgage Loan serviced by such Servicer held by the Trust for 30 months for
which no plans to dispose of such Mortgaged Property by such Servicer have been
made. After delivery of such identification, the related Servicer shall proceed
to dispose of any such Mortgaged Property by holding a commercially reasonable
auction for such property.
The income earned from the management of any REO Properties, net
of reimbursement to the related Servicer for expenses incurred (including any
property or other taxes) in connection with such management and net of
unreimbursed Servicing Fees, Periodic Advances and Servicing Advances, shall be
applied to the payment of principal of and interest on the related defaulted
Mortgage Loans (solely for the purposes of allocating principal and interest,
interest shall be treated as accruing as though such Mortgage Loans were still
current) and all such income shall be deemed, for all purposes in this
Agreement, to be payments on account of principal and interest on the related
Mortgage Notes and shall be deposited into the related Servicer Custodial
Account. To the extent the net income received during any calendar month is in
excess of the amount attributable to amortizing principal and accrued interest
at the related Mortgage Interest Rate on the related Mortgage Loan for such
calendar month, such excess shall be considered to be a partial prepayment of
principal of the related Mortgage Loan.
The proceeds from any liquidation of a Mortgage Loan, as well as
any income from an REO Property, will be applied in the following order of
priority: first, to reimburse the related Servicer for any related unreimbursed
Servicing Advances and Servicing Fees; second, to reimburse the related Servicer
for any unreimbursed Periodic Advances and to reimburse the related Servicer
Custodial Account for any Nonrecoverable Advances (or portions thereof) that
were previously withdrawn by the related Servicer pursuant to Section
3.11(a)(iii) that related to such Mortgage Loan; third, to accrued and unpaid
interest (to the extent no Periodic Advance has been made for such amount or any
such Periodic Advance has been reimbursed) on the Mortgage Loan or related REO
Property, at the Mortgage Rate to the Due Date occurring in the month in which
such amounts are required to be distributed; and fourth, as a recovery of
principal of the Mortgage Loan. Excess Proceeds, if any, from the liquidation of
a Liquidated Mortgage Loan will be retained by the related Servicer as
additional servicing compensation pursuant to Section 3.17.
(b) Each Servicer shall promptly notify the Depositor of any
Mortgage Loan serviced by such Servicer which comes into default. The Depositor
shall be entitled, at its option, to repurchase (i) any such defaulted Mortgage
Loan from the Trust Estate if, in the Depositor's judgment, the default is not
likely to be cured by the Mortgagor or (ii) any Mortgage Loan in the Trust
Estate which pursuant to Section 4(b) of the applicable Mortgage Loan Purchase
Agreement the applicable Seller requests the Depositor to repurchase and to sell
to such Seller to facilitate the exercise of the Seller's rights against the
originator or prior holder of such Mortgage Loan. The purchase price for any
such Mortgage Loan shall be 100% of the unpaid principal balance of such
Mortgage Loan plus accrued interest thereon at the Mortgage Interest Rate (less
the Servicing Fee Rate for such Mortgage Loan) through the last day of the month
in which such repurchase occurs. Upon the receipt of such purchase price, the
applicable Servicer shall provide to the Trustee the notification required by
Section 3.15 and the Trustee or the Custodian shall promptly release to the
Depositor the Mortgage File relating to the Mortgage Loan being repurchased.
Section 3.15 Trustee to Cooperate; Release of Mortgage Files.
Upon the payment in full of any Mortgage Loan, or the receipt by
a Servicer of a notification that payment in full will be escrowed in a manner
customary for such purposes, the related Servicer will immediately notify the
Trustee (or, at the direction of the Trustee, the Custodian) by delivering, or
causing to be delivered, two copies (one of which will be returned to such
Servicer with the Mortgage File) of a Request for Release (which may be
delivered in an electronic format acceptable to the Trustee and the related
Servicer). Upon receipt of such request, the Trustee or the Custodian, as
applicable, shall within seven Business Days release the related Mortgage File
to the related Servicer. The Trustee shall at the related Servicer's direction
execute and deliver to such Servicer the request for reconveyance, deed of
reconveyance or release or satisfaction of mortgage or such instrument releasing
the lien of the Mortgage, in each case provided by such Servicer, together with
the Mortgage Note with written evidence of cancellation thereon. If the Mortgage
has been recorded in the name of MERS or its designee, the related Servicer
shall take all necessary action to reflect the release of the Mortgage on the
records of MERS. Expenses incurred in connection with any instrument of
satisfaction or deed of reconveyance shall be chargeable to the related
Mortgagor. From time to time and as shall be appropriate for the servicing or
foreclosure of any Mortgage Loan, including for such purpose collection under
any policy of flood insurance, any fidelity bond or errors or omissions policy,
or for the purposes of effecting a partial release of any Mortgaged Property
from the lien of the Mortgage or the making of any corrections to the Mortgage
Note or the Mortgage or any of the other documents included in the Mortgage
File, the Trustee or the Custodian, as applicable, shall, upon delivery to the
Trustee (or, at the direction of the Trustee, the Custodian) of a Request for
Release signed by a Servicing Officer, release the Mortgage File within seven
Business Days to the related Servicer. Subject to the further limitations set
forth below, the related Servicer shall cause the Mortgage File so released to
be returned to the Trustee or the Custodian, as applicable, when the need
therefor by such Servicer no longer exists, unless the Mortgage Loan is
liquidated and the proceeds thereof are deposited in the related Servicer
Custodial Account, in which case the related Servicer shall deliver to the
Trustee or the Custodian, as applicable, a Request for Release, signed by a
Servicing Officer.
The Trustee shall execute and deliver to either Servicer any
powers of attorney and other documents prepared by such Servicer that are
reasonably necessary or appropriate to enable such Servicer to carry out its
servicing and administrative duties under this Agreement, upon the request of
such Servicer. In addition, upon prepayment in full of any Mortgage Loan or the
receipt of notice that funds for such purpose have been placed in escrow, the
related Servicer is authorized to give, as attorney-in-fact for the Trustee and
the mortgagee under the Mortgage, an instrument of satisfaction (or Assignment
of Mortgage without recourse) regarding the Mortgaged Property relating to such
Mortgage Loan, which instrument of satisfaction or Assignment of Mortgage, as
the case may be, shall be delivered to the Person entitled thereto against
receipt of the prepayment in full. If the Mortgage is registered in the name of
MERS or its designee, the applicable Servicer shall take all necessary action to
reflect the release on the records of MERS. In lieu of executing such
satisfaction or Assignment of Mortgage, or if another document is required to be
executed by the Trustee, the related Servicer may deliver or cause to be
delivered to the Trustee, for signature, as appropriate, any court pleadings,
requests for trustee's sale or other documents necessary to effectuate such
foreclosure or any legal action brought to obtain judgment against the Mortgagor
on the Mortgage Note or the Mortgage or to obtain a deficiency judgment or to
enforce any other remedies or rights provided by the Mortgage Note or the
Mortgage or otherwise available at law or in equity.
Section 3.16 Documents, Records and Funds in Possession of the
Servicers to be Held for the Trustee.
Each Servicer shall transmit to the Trustee or, at the direction
of the Trustee, the Custodian as required by this Agreement all documents and
instruments in respect of a Mortgage Loan serviced by such Servicer coming into
the possession of such Servicer from time to time and shall account fully to the
Trustee for any funds received by such Servicer or which otherwise are collected
by such Servicer as Liquidation Proceeds or Insurance Proceeds in respect of any
Mortgage Loan serviced by such Servicer. The documents constituting the
Servicing File shall be held by the related Servicer as custodian and bailee for
the Trustee. All Mortgage Files and funds collected or held by, or under the
control of, either Servicer in respect of any Mortgage Loans, whether from the
collection of principal and interest payments or from Liquidation Proceeds,
including but not limited to, any funds on deposit in the related Servicer
Custodial Account, shall be held by such Servicer for and on behalf of the
Trustee and shall be and remain the sole and exclusive property of the Trustee,
subject to the applicable provisions of this Agreement. Each Servicer also
agrees that it shall not knowingly create, incur or subject any Mortgage File or
any funds that are deposited in the related Servicer Custodial Account,
Certificate Account or any Escrow Account, or any funds that otherwise are or
may become due or payable to the Trustee for the benefit of the
Certificateholders, to any claim, lien, security interest, judgment, levy, writ
of attachment or other encumbrance created by such Servicer, or assert by legal
action or otherwise any claim or right of setoff against any Mortgage File or
any funds collected on, or in connection with, a Mortgage Loan, except, however,
that each Servicer shall be entitled to set off against and deduct from any such
funds any amounts that are properly due and payable to such Servicer under this
Agreement.
Section 3.17 Servicing Compensation.
Each Servicer shall be entitled out of each payment of interest
on a Mortgage Loan (or portion thereof) serviced by such Servicer and included
in the Trust Estate to retain or withdraw from the related Servicer Custodial
Account an amount equal to the Servicing Fee for such Distribution Date.
Additional servicing compensation in the form of Excess Proceeds,
prepayment penalties, assumption fees, late payment charges and all income and
gain net of any losses realized from Permitted Investments and all other
customary and ancillary income and fees shall be retained by the related
Servicer to the extent not required to be deposited in the related Servicer
Custodial Account pursuant to Section 3.08(b). Each Servicer shall be required
to pay all expenses incurred by it in connection with its servicing activities
hereunder and shall not be entitled to reimbursement therefor except as
specifically provided in this Agreement.
Notwithstanding the foregoing, with respect to the payment of the
Servicing Fee on any Distribution Date, the aggregate Servicing Fee for each
Servicer for such Distribution Date shall be reduced (but not below zero) by an
amount equal to the lesser of (a) the Prepayment Interest Shortfall for such
Distribution Date relating to the Mortgage Loans serviced by such Servicer and
(b) one-twelfth of 0.25% of the aggregate Scheduled Principal Balance of such
Mortgage Loans for such Distribution Date (any such reduction, "Compensating
Interest").
Section 3.18 Annual Statement as to Compliance.
Each Servicer shall deliver to the Trustee and each Rating Agency
on or before 90 days after the end of such Servicer's fiscal year, commencing
with its 1999 fiscal year, an Officer's Certificate stating, as to the signer
thereof, that (a) a review of the activities of such Servicer during the
preceding calendar year and of the performance of such Servicer under this
Agreement has been made under such officer's supervision, and (b) to the best of
such officer's knowledge, based on such review, such Servicer has fulfilled all
its obligations under this Agreement throughout such year, or, if there has been
a default in the fulfillment of any such obligation, specifying each such
default known to such officer and the nature and status thereof.
Section 3.19 Annual Independent Public Accountants' Servicing
Statement; Financial Statements.
Each Servicer shall, at its own expense, on or before 90 days
after the end of such Servicer's fiscal year, commencing with its 1999 fiscal
year, cause a firm of independent public accountants (who may also render other
services to such Servicer or any affiliate thereof) which is a member of the
American Institute of Certified Public Accountants to furnish a statement to the
Trustee to the effect that such firm has with respect to such Servicer's overall
servicing operations, examined such operations in accordance with the
requirements of the Uniform Single Attestation Program for Mortgage Bankers,
stating such firm's conclusions relating thereto.
Section 3.20 Advances.
Each Servicer shall determine on or before each Servicer Advance
Date whether it is required to make a Periodic Advance pursuant to the
definition thereof. If either Servicer determines it is required to make a
Periodic Advance, it shall, on or before the Servicer Advance Date, either (a)
deposit into the related Servicer Custodial Account an amount equal to the
Advance and/or (b) make an appropriate entry in its records relating to the
related Servicer Custodial Account that any portion of the Amount Held for
Future Distribution in such Servicer Custodial Account has been used by such
Servicer in discharge of its obligation to make any such Periodic Advance. Any
funds so applied shall be replaced by such Servicer by deposit in the related
Servicer Custodial Account no later than the close of business on the Business
Day preceding the next Servicer Advance Date. Each Servicer shall be entitled to
be reimbursed from the related Servicer Custodial Account for all Advances of
its own funds made pursuant to this Section 3.20 as provided in Section 3.11(a).
The obligation to make Periodic Advances with respect to any Mortgage Loan shall
continue until the ultimate disposition of the REO Property or Mortgaged
Property relating to such Mortgage Loan. Each Servicer shall inform the Trustee
of the amount of the Periodic Advance to be made by such Servicer on each
Servicer Advance Date no later than the related Remittance Date.
Each Servicer shall deliver to the Trustee on the related
Servicer Advance Date an Officer's Certificate of a Servicing Officer indicating
the amount of any proposed Periodic Advance determined by such Servicer to be a
Nonrecoverable Advance. Notwithstanding anything to the contrary, the related
Servicer shall not be required to make any Periodic Advance or Servicing Advance
that would be a Nonrecoverable Advance.
Section 3.21 Modifications, Waivers, Amendments and Consents.
(a) Subject to this Section 3.21, each Servicer may agree to
any modification, waiver, forbearance, or amendment of any term of any Mortgage
Loan serviced by such Servicer without the consent of the Trustee or any
Certificateholder. All modifications, waivers, forbearances or amendments of any
Mortgage Loan shall be in writing and shall be consistent with Customary
Servicing Procedures.
(b) A Servicer shall not agree to enter into, and shall not
enter into, any modification, waiver (other than a waiver referred to in Section
3.13, which waiver, if any, shall be governed by Section 3.13), forbearance or
amendment of any term of any Mortgage Loan if such modification, waiver,
forbearance, or amendment would:
(i) affect the amount or timing of any related payment of
principal, interest or other amount payable thereunder;
(ii) in such Servicer's judgment, materially impair the
security for such Mortgage Loan or reduce the likelihood of timely
payment of amounts due thereon; or
(iii) otherwise constitutes a "significant modification"
within the meaning of Treasury Regulations Section 1.860G-2(b);
unless, in either case, (A) such Mortgage Loan is 90 days or more past due or
(B) such Servicer delivers to the Trustee an Opinion of Counsel to the effect
that such modification, waiver, forbearance or amendment would not affect the
REMIC status of the Trust Estate and, in either case, such modification, waiver,
forbearance or amendment is reasonably likely to produce a greater recovery with
respect to such Mortgage Loan than would liquidation. Subject to Customary
Servicing Procedures, either Servicer may permit a forbearance for a Mortgage
Loan serviced by such Servicer which in such Servicer's judgment is subject to
imminent default.
(c) Any payment of interest, which is deferred pursuant to any
modification, waiver, forbearance or amendment permitted hereunder, shall not,
for purposes hereof, including, without limitation, calculating monthly
distributions to Certificateholders, be added to the unpaid principal balance of
the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan
or such modification, waiver or amendment so permit.
(d) Either Servicer may, as a condition to granting any
request by a Mortgagor for consent, modification, waiver, forbearance or
amendment, the granting of which is within such Servicer's discretion pursuant
to the Mortgage Loan and is permitted by the terms of this Agreement, require
that such Mortgagor pay to such Servicer, as additional servicing compensation,
a reasonable or customary fee for the additional services performed in
connection with such request, together with any related costs and expenses
incurred by such Servicer, which amount shall be retained by such Servicer as
additional servicing compensation.
(e) Each Servicer shall notify the Trustee, in writing, of any
modification, waiver, forbearance or amendment of any term of any Mortgage Loan
serviced by such Servicer and the date thereof, and shall deliver to the Trustee
(or, at the direction of the Trustee, the Custodian) for deposit in the related
Mortgage File, an original counterpart of the agreement relating to such
modification, waiver, forbearance or amendment, promptly (and in any event
within ten Business Days) following the execution thereof; provided, however,
that if any such modification, waiver, forbearance or amendment is required by
applicable law to be recorded, the related Servicer (i) shall deliver to the
Trustee a copy thereof and (ii) shall deliver to the Trustee such document, with
evidence of notification upon receipt thereof from the public recording office.
Section 3.22 Reports to the Securities and Exchange Commission.
The Trustee shall, on behalf of the Trust, cause to be filed with
the Securities and Exchange Commission any periodic reports required to be filed
under the provisions of the Securities Exchange Act of 1934, as amended, and the
rules and regulations of the Securities and Exchange Commission thereunder, for
so long as any Certificates registered under the 1933 Act are outstanding (other
than the Current Report on Form 8-K to be filed by the Depositor in connection
with computational materials and the initial Current Report on Form 8-K to be
filed by the Depositor in connection with the issuance of the Certificates).
Upon the request of the Trustee, each of the Servicers and the Depositor shall
cooperate with the Trustee in the preparation of any such report and shall
provide to the Trustee in a timely manner all such information or documentation
as the Trustee may reasonably request in connection with the performance of its
duties and obligations under this Section.
Section 3.23 Maintenance of the Rounding Accounts;
Collections Thereunder.
On or prior to the Closing Date, the Trustee shall establish a
separate account (each, a "Rounding Account") with respect to each of the Class
A-8, Class A-10, Class A-15 and Class A-16 Certificates, and Banc of America
Securities LLC shall deposit $999.99 in each such Rounding Account. The Trustee
shall maintain such accounts to provide, if needed, the applicable Rounding
Amount (defined below) on any Distribution Date. If, on any Distribution Date,
the Trustee determines that amounts are available out of the Pool Distribution
Amount (after giving effect to the last sentence of this paragraph) for
distributions of principal on any Class of the Special Retail Certificates, and
the aggregate amount allocable to such distributions of principal is not an
amount equal to an integral multiple of $1,000, the Trustee shall withdraw from
the applicable Rounding Account an amount which, when added to the amount
allocable to such distributions of principal, would be an integral multiple of
$1,000 (the "Rounding Amount"). On each Distribution Date prior to the earlier
of (a) the Senior Credit Support Depletion Date and (b) the date on which any
loss is allocated to any Class of the Special Retail Certificates, with respect
to which the Trustee determines that amounts are available out of the Pool
Distribution Amount for distributions of principal on either Class of Special
Retail Certificates, the aggregate amount allocable to such Class will be
applied first to repay any funds withdrawn from the applicable Rounding Account
on prior Distribution Dates which have not been repaid.
Any amounts withdrawn by the Trustee from any Rounding Account
shall be deposited in the Certificate Account for distribution to the Holders of
the Special Retail Certificates as described in the preceding paragraph.
On or promptly after the earlier of (i) the Senior Credit Support
Depletion Date and (ii) the date on which any loss is allocated to any Class of
the Special Retail Certificates, the Trustee shall remit to Banc of America
Securities LLC any amounts remaining in the applicable Rounding Account.
Amounts on deposit in the Rounding Accounts shall not be
invested.
Each Rounding Account established hereunder, to the extent that
it constitutes a "reserve fund" for purposes of the REMIC Provisions, shall be
an "outside reserve fund" as defined in Section 1.860G-2(h) of the Treasury
Regulations, and in that regard (A) such Rounding Account shall be an outside
reserve fund and not an asset of the REMIC, (B) such Rounding Account shall be
owned for federal tax purposes by Banc of America Securities LLC and Banc of
America Securities LLC shall report all amounts of income, deduction, gain or
loss accruing therefrom, and (C) amounts transferred by the REMIC to any
Rounding Account shall be treated for all federal tax purposes as distributed by
the REMIC to Banc of America Securities LLC.
ARTICLE IV
SERVICER'S CERTIFICATE
Section 4.01 Servicer's Certificate.
Each month, not later than 12:00 noon Eastern time on the
Business Day following each Determination Date, each Servicer shall deliver to
the Trustee, a Servicer's Certificate (in substance and format mutually
acceptable to such Servicer and the Trustee) certified by a Servicing Officer
setting forth the information necessary in order for the Trustee to perform its
obligations under this Agreement. The Trustee may conclusively rely upon the
information contained in a Servicer's Certificate for all purposes hereunder and
shall have no duty to verify or re-compute any of the information contained
therein.
Each such statement shall be provided by the Trustee to any
Holder of a Certificate upon request and shall also, to the extent available,
include information regarding delinquencies on Mortgage Loans serviced by the
Servicer providing such statement, indicating the number and aggregate principal
amount of Mortgage Loans which are either one, two, three or more than three
months delinquent and the book value of any REO Property.
ARTICLE V
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;
REMIC ADMINISTRATION
Section 5.01 Distributions. On each Distribution Date, based
solely on the information in the Servicer's Certificate, the Trustee shall
distribute out of the Certificate Account (to the extent funds are available
therein) to each Certificateholder of record on the related Record Date (other
than as provided in Section 10.01 respecting the final distribution) (a) by
check mailed to such Certificateholder entitled to receive a distribution on
such Distribution Date at the address appearing in the Certificate Register, or
(b) upon written request by the Holder of a Regular Certificate (in the event
such Certificateholder owns of record 100% of a Class of Certificates or holds
Certificates of any Class having denominations aggregating $1,000,000 or more),
by wire transfer or by such other means of payment as such Certificateholder and
the Trustee shall agree upon, such Certificateholder's Percentage Interest in
the amount to which the related Class of Certificates is entitled in accordance
with the priorities set forth below in Section 5.02; provided, however, that
distributions of principal to the Special Retail Certificates shall be made as
described in Section 5.09.
None of the Holders of any Class of Certificates, the Depositor,
the Servicers or the Trustee shall in any way be responsible or liable to
Holders of any Class of Certificates in respect of amounts properly previously
distributed on any such Class.
Amounts distributed with respect to any Class of Certificates
shall be applied first to the distribution of interest thereon and then to
principal thereon.
Section 5.02 Priorities of Distribution.
(a) On each Distribution Date, based solely on the information
contained in the Servicer's Certificate, the Trustee shall withdraw from the
Certificate Account (to the extent funds are available therein) (1) the amounts
payable to the Trustee pursuant to Sections 3.11(b)(i) and 3.11(b)(ii) and shall
pay such funds to itself, and (2) the Pool Distribution Amount, in an amount as
specified in written notice received by the Trustee from the Servicers no later
than the related Determination Date (and, on each of the first twelve
Distribution Dates, the Class A-16 Reserve Amount for such Distribution Date),
and shall apply such funds from the Certificate Account to distributions on the
Certificates in the following order of priority and to the extent of such funds:
(i) to each Class of Senior Certificates (other than the Class
A-22 and Class A-PO Certificates), an amount allocable to interest equal
to the Interest Distribution Amount for such Class and any shortfall
being allocated among such Classes in proportion to the amount of the
Interest Distribution Amount that would have been distributed in the
absence of such shortfall; provided, however, that for purposes of
allocating any shortfall, interest shall be deemed to accrue on the
Class A-16 Certificates at a rate of 7.000% per annum at all times;
(ii) concurrently to the Class A Certificates (other than the
Class A-PO Certificates) and the Class A-PO Certificates, pro rata,
based on their respective Senior Principal Distribution Amount and PO
Principal Amount, (A) to the Class A Certificates (other than the Class
A-PO Certificates), in an aggregate amount up to the Senior Principal
Distribution Amount, such distribution to be allocated among such
Classes in accordance with Section 5.02(b) and (B) to the Class A-PO
Certificates in an aggregate amount up to the PO Principal Amount;
(iii) to the Class A-PO Certificates, any Class A-PO Deferred
Amount, up to the Subordinate Principal Distribution Amount for such
Distribution Date from amounts otherwise distributable first to the
Class B-6 Certificates pursuant to clause (iv)(L) below, second to the
Class B-5 Certificates pursuant to clause (iv)(J) below, third to the
Class B-4 Certificates pursuant to clause (iv)(H) below, fourth to the
Class B-3 Certificates pursuant to clause (iv)(F) below, fifth to the
Clause B-2 Certificates pursuant to clause (iv)(D) below and finally to
the Class B-1 Certificates pursuant to clause (iv)(B) below;
(iv) to each Class of Subordinate Certificates, subject to
paragraph (d) below, in the following order of priority:
(A) to the Class B-1 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
(B) to the Class B-1 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the Class A-PO Deferred Amount
pursuant to clause (iii) above until the Class Certificate
Balance thereof has been reduced to zero;
(C) to the Class B-2 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
(D) to the Class B-2 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the Class A-PO Deferred Amount
pursuant to clause (iii) above until the Class Certificate
Balance thereof has been reduced to zero;
(E) to the Class B-3 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
(F) to the Class B-3 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the Class A-PO Deferred Amount
pursuant to clause (iii) above until the Class Certificate
Balance thereof has been reduced to zero;
(G) to the Class B-4 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
(H) to the Class B-4 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the Class A-PO Deferred Amount
pursuant to clause (iii) above until the Class Certificate
Balance thereof has been reduced to zero;
(i) to the Class B-5 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
(J) to the Class B-5 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the Class A-PO Deferred Amount
pursuant to clause (iii) above until the Class Certificate
Balance thereof has been reduced to zero;
(K) to the Class B-6 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date; and
(L) to the Class B-6 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the Class A-PO Deferred Amount
pursuant to clause (iii) above until the Class Certificate
Balance thereof has been reduced to zero; and
(v) to the Holder of the Class A-R Certificate, any remaining
Pool Distribution Amount.
On any Distribution Date, amounts distributed in respect of Class
A-PO Deferred Amounts will not reduce the Class Certificate Balance of the Class
A-PO Certificates.
All distributions in respect of the Interest Distribution Amount
for a Class will be applied first with respect to the amount payable pursuant to
clause (i) of the definition of "Interest Distribution Amount," and second with
respect to the amount payable pursuant to clause (ii) of such definition.
(b)On each Distribution Date prior to the Senior Credit Support
Depletion Date, the amount distributable to the Class A Certificates (other than
the Class A-PO Certificates) pursuant to Section 5.02(a)(ii) for such
Distribution Date, will be distributed concurrently in the following order of
priority:
(i) 4.1792907367% to the Class A-4 Certificates until their
class balance has been reduced to zero; and
(ii) 95.8207092633%, sequentially:
(i) first, to the Class A-24 Certificates, up to the
Priority Amount for such Distribution Date, until their class
balance has been reduced to zero:
(ii) second, to the Class A-R Certificate, until its class
balance has been reduced to zero:
(iii) third, concurrently:
(a) 21.6413169012% to the Class A-1 Certificates;
(b) 8.7824201845% to the Class A-2 Certificates;
(c) 32.0000000000% to the Class A-3 Certificates;
and
(d) 37.1401856676% to the Class A-20 Certificates;
until the class balance of the Class A-2 Certificates has been
reduced to zero;
(iv) fourth, concurrently:
(a) 21.6413169012% to the Class A-1 Certificates;
(b) 32.0000000000% to the Class A-3 Certificates;
(c) 8.7824201845% to the Class A-19 Certificates;
and
(d) 37.1401856676% to the Class A-20 Certificates;
until the class balances of the Class A-1 and Class A-19
Certificates have been reduced to zero;
(v) fifth, concurrently:
(a) 32.0000000000% to the Class A-3 Certificates;
(b) 28.2506137153% to the Class A-5 Certificates;
(c) 37.1401856675% to the Class A-20 Certificates;
and
(d) 2.1731233704% to the Class A-22 Certificates;
until the class balance of the Class A-3 Certificates has been
reduced to zero;
(vi) sixth, concurrently:
(a) 28.2506137153% to the Class A-5 Certificates;
(b) 37.1401856675% to the Class A-20 Certificates;
(c) 32.0000000000% to the Class A-21 Certificates;
and
(d) 2.1731233704% to the Class A-22 Certificates;
until the class balance of the Class A-20 Certificates has been
reduced to zero;
(vii) seventh, concurrently:
(a) 28.2506137153% to the Class A-5 Certificates;
(b) 69.5762629143% to the Class A-21 Certificates;
and
(c) 2.1731233704% to the Class A-22 Certificates;
until the class balance of the Class A-5 Certificates has been
reduced to zero;
(viii) eighth, concurrently:
(a) 28.2506137153% to the Class A-6 Certificates;
(b) 69.5762629143% to the Class A-21 Certificates;
and
(c) 2.1731233704% to the Class A-22 Certificates;
until the class balance of the Class A-6 Certificates has been
reduced to zero;
(ix) ninth, concurrently:
(a) 28.2506137153% to the Class A-7 Certificates;
(b) 69.5762629143% to the Class A-21 Certificates;
and
(c) 2.1731233704% to the Class A-22 Certificates;
until the class balance of the Class A-21 Certificates has been
reduced to zero;
(x) tenth, concurrently:
(a) 28.2506137153% to the Class A-7 Certificates;
(b) 9.3706695144% to the Class A-22 Certificates;
and
(c) 62.3787167703% to the Class A-25 Certificates;
until the class balance of the Class A-7 Certificates has been
reduced to zero;
(xi) eleventh, concurrently:
(a) 28.2506137153% to the Class A-8 Certificates;
(b) 9.3706695144% to the Class A-22 Certificates;
and
(c) 62.3787167703% to the Class A-25 Certificates;
until the class balance of the Class A-8 Certificates has been
reduced to zero;
(xii) twelfth, concurrently:
(a) 28.2506137153% to the Class A-9 Certificates;
(b) 9.3706695144% to the Class A-22 Certificates;
and
(c) 62.3787167703% to the Class A-25 Certificates;
until the class balance of the Class A-9 Certificates has been
reduced to zero;
(xiii) thirteenth, concurrently:
(a) 20.8162374467% to the Class A-10 Certificates;
(b) 7.0000000000% to the Class A-14 Certificates;
(c) 9.3706695144% to the Class A-22 Certificates;
and
(d) 62.3787167703% to the Class A-25 Certificates;
until the class balances of the Class A-10, Class A-14 and Class
A-25 Certificates have been reduced to zero;
(xiv) fourteenth, concurrently:
(a) 5.0000000000% to the Class A-11 Certificates;
(b) 10.2155091286% to the Class A-12 Certificates;
(c) 9.0000000000% to the Class A-15 Certificates;
(d) 7.8345567476% to the Class A-16 Certificates;
(e) 13.0000000000% to the Class A-17 Certificates;
(f) 4.1315546772% to the Class A-22 Certificates;
and
(g) 48.0000000000% to the Class A-23 Certificates;
until the class balance of the Class A-12 Certificates has been
reduced to zero;
(xv) fifteenth, concurrently:
(a) 5.0000000000% to the Class A-11 Certificates;
(b) 10.2155091286% to the Class A-13 Certificates;
(c) 9.0000000000% to the Class A-15 Certificates;
(d) 7.8345567476% to the Class A-16 Certificates;
(e) 13.0000000000% to the Class A-17 Certificates;
(f) 4.1315546772% to the Class A-22 Certificates;
and
(g) 48.0000000000% to the Class A-23 Certificates;
until the class balance of the Class A-17 Certificates has been
reduced to zero;
(xvi) sixteenth, concurrently:
(a) 5.0000000000% to the Class A-11 Certificates;
(b) 10.2155091286% to the Class A-13 Certificates;
(c) 9.0000000000% to the Class A-15 Certificates;
(d) 7.8345567476% to the Class A-16 Certificates;
(e) 13.0000000000% to the Class A-18 Certificates;
(f) 4.1315546772% to the Class A-22 Certificates;
and
(g) 48.0000000000% to the Class A-23 Certificates;
until the class balances of the Class A-11, Class A-13, Class
A-15, Class A-16, Class A-18, Class A-22 and Class A-23
Certificates has been reduced to zero; and
(xvii) seventeenth, to the Class A-24 Certificates, until
their class balance has been reduced to zero.
On each Distribution Date on or after the Senior Credit Support
Depletion Date, notwithstanding the allocation and priority set forth above, the
portion of the Pool Distribution Amount available to be distributed as principal
of the Class A Certificates (other than the Class A-PO Certificates) shall be
distributed concurrently, as principal, on such Classes, pro rata, on the basis
of their respective Class Certificate Balances, until the Class Certificate
Balances thereof are reduced to zero.
(c)On each Distribution Date, Accrued Certificate Interest for
each Class of Certificates for such Distribution Date shall be reduced by such
Class's pro rata share, based on such Class's Interest Distribution Amount (or,
in the case of the Class A-16 Certificates, the Interest Distribution Amount
computed as if the Pass-Through Rate were 7.000% at all times) for such
Distribution Date, without taking into account the allocation made by this
Section 5.02(c), of (A) Non-Supported Interest Shortfalls, (B) any Excess Losses
allocable to interest, (C) on and after the Senior Credit Support Depletion
Date, any other Realized Loss allocable to interest and (D) each Relief Act
Reduction incurred during the calendar month preceding the month of such
Distribution Date.
(d)Notwithstanding the priority and allocation contained in
Section 5.02(a)(iv), if with respect to any Class of Subordinate Certificates on
any Distribution Date, (i) the aggregate of the Class Certificate Balances
immediately prior to such Distribution Date of all Classes of Subordinate
Certificates which have a higher numerical Class designation than such Class,
divided by (ii) the aggregate Class Certificate Balance of all the Certificates
(other than the Class A-PO Certificates) immediately prior to such Distribution
Date (the "Fractional Interest") is less than the Original Fractional Interest
for such Class, no distribution of principal will be made to any Classes junior
to such Class (the "Restricted Classes") and the Class Certificate Balances of
the Restricted Classes will not be used in determining the Pro Rata Share for
the Subordinate Certificates that are not Restricted Classes. Any funds
remaining will be distributed in the order provided in Section 5.02(a)(iv).
Section 5.03 Allocation of Losses.
(a)On or prior to each Determination Date, each Servicer shall
inform the Trustee in writing with respect to each Mortgage Loan serviced by
such Servicer: (1) whether any Realized Loss is a Deficient Valuation, a Debt
Service Reduction, a Fraud Loss or a Special Hazard Loss, (2) of the amount of
such loss or Deficient Valuation, or of the terms of such Debt Service Reduction
and (3) of the total amount of Realized Losses. Based on such information, the
Trustee shall determine the total amount of Realized Losses, including Excess
Losses, with respect to the related Distribution Date.
The principal portion of Realized Losses with respect to any
Distribution Date shall be allocated as follows:
(i) the applicable PO Percentage of the principal portion of
any Realized Loss with respect to a Discount Mortgage Loan, including
any Excess Loss, shall be allocated to the Class A-PO Certificates until
the Class Certificate Balance thereof is reduced to zero; and
(ii)(1) the applicable Non-PO Percentage of the principal
portion of any Realized Loss (other than an Excess Loss) shall be
allocated first to the Subordinate Certificates in reverse order of
their respective numerical Class designations (beginning with the Class
of Subordinate Certificates then outstanding with the highest numerical
Class designation) until the respective Class Certificate Balance of
each such Class is reduced to zero, and second to the Senior
Certificates (other than the Class A-PO Certificates), pro rata, on the
basis of their respective Class Certificate Balances immediately prior
to the related Distribution Date, until the Class Certificate Balances
thereof have been reduced to zero; and
(2) the applicable Non-PO Percentage of the principal
portion of any Excess Losses shall be allocated to the Senior
Certificates (other than the Class A-PO Certificates), pro rata, on the
basis of their respective Class Certificate Balances immediately prior
to the related Distribution Date.
(b) The Class Certificate Balance of the Class of Subordinate
Certificates then outstanding with the highest numerical Class designation shall
be reduced on each Distribution Date by the amount, if any, by which the
aggregate of the Class Certificate Balances of all outstanding Classes of
Certificates (after giving effect to the amount to be distributed as a
distribution of principal and the allocation of Realized Losses and Class A-PO
Deferred Amounts on such Distribution Date) exceeds the Adjusted Pool Amount for
such Distribution Date.
After the Senior Credit Support Depletion Date, the Class
Certificate Balances of the Senior Certificates in the aggregate (other than the
Class Certificate Balance of the Class A-PO Certificates) shall be reduced on
each Distribution Date by the amount, if any, by which the aggregate of the
Class Certificate Balances of all outstanding Classes of Senior Certificates
(other than Class A-PO Certificates) (after giving effect to the amount to be
distributed as a distribution of principal and the allocation of Realized Losses
on such Distribution Date) exceeds the difference between (i) the Adjusted Pool
Amount for such Distribution Date and (ii) the Adjusted Pool Amount (PO Portion)
for such Distribution Date.
Any such reduction shall be allocated among the Senior
Certificates (other than the Class A-PO Certificates) based on the Class
Certificate Balances immediately prior to such Distribution Date.
After the Senior Credit Support Depletion Date, the Class
Certificate Balance of the Class A-PO Certificates shall be reduced on each
Distribution Date by the amount, if any, by which the Class Certificate Balance
of the Class A-PO Certificates (after giving effect to the amount to be
distributed as a distribution of principal and the allocation of Realized Losses
on such Distribution Date) exceeds the Adjusted Pool Amount (PO Portion) for
such Distribution Date.
(c) Any Realized Loss allocated to a Class of Certificates or any
reduction in the Class Certificate Balance of a Class of Certificates pursuant
to Section 5.03(b) above shall be allocated among the Certificates of such Class
in proportion to their respective Percentage Interests.
(d) Any allocation of Realized Losses to a Class of Certificates
or any reduction in the Class Certificate Balance of a Class pursuant to Section
5.03(b) above shall be accomplished by reducing the Class Certificate Balance
thereof prior to the distributions made on the related Distribution Date in
accordance with the definition of "Class Certificate Balance."
Section 5.04 Statements to Certificateholders.
(a) Prior to the Distribution Date in each month, based upon the
information provided to the Trustee on the Servicer's Certificates delivered to
the Trustee pursuant to Section 4.01, the Trustee shall determine the following
information with respect to such Distribution Date:
(i) the amount allocable to principal, separately identifying
the aggregate amount of any Principal Prepayments and Liquidation
Proceeds included therein;
(ii) the amount allocable to interest, any Class Unpaid
Interest Shortfall included in such distribution and any remaining Class
Unpaid Interest Shortfall after giving effect to such distribution;
(iii) if the distribution to the Holders of such Class of
Certificates is less than the full amount that would be distributable to
such Holders if there were sufficient funds available therefor, the
amount of the shortfall and the allocation thereof as between principal
and interest;
(iv) the Class Certificate Balance of each Class of
Certificates after giving effect to the distribution of principal on
such Distribution Date;
(v) the Pool Stated Principal Balance for the following
Distribution Date;
(vi) the Senior Percentage, the Priority Percentage and
Subordinate Percentage for the following Distribution Date;
(vii) the amount of the Servicing Fees paid to or retained by
the Servicers with respect to such Distribution Date;
(viii) the Pass-Through Rate for each such Class of
Certificates with respect to such Distribution Date;
(ix) the amount of Periodic Advances included in the
distribution on such Distribution Date and the aggregate amount of
Periodic Advances outstanding as of the close of business on such
Distribution Date;
(x) the number and aggregate principal amounts of Mortgage
Loans (A) delinquent (exclusive of Mortgage Loans in foreclosure) (1) 1
to 30 days (2) 31 to 60 days (3) 61 to 90 days and (4) 91 or more days
and (B) in foreclosure, as of the close of business on the last day of
the calendar month preceding such Distribution Date;
(xi) with respect to any Mortgage Loan that became an REO
Property during the preceding calendar month, the loan number and Stated
Principal Balance of such Mortgage Loan as of the close of business on
the Determination Date preceding such Distribution Date and the date of
acquisition thereof;
(xii) the total number and principal balance of any REO
Properties (and market value, if available) as of the close of business
on the Determination Date preceding such Distribution Date;
(xiii) the Senior Prepayment Percentage and the Subordinate
Prepayment Percentage for the following Distribution Date;
(xiv) the aggregate amount of Realized Losses incurred during
the preceding calendar month or any Class A-PO Deferred Amounts for such
Distribution Date; and
(xv) the Special Hazard Loss Amount, the Fraud Loss Amount and
the Bankruptcy Loss Amount, in each case as of the related Determination
Date.
(b) No later than each Distribution Date, the Trustee, based upon
information supplied to it on the Servicer's Certificates, shall prepare and
deliver (by mail, fax or electronically) to each Holder of a Certificate, each
Rating Agency and each Servicer a statement setting forth the information set
forth in Section 5.04(a).
In the case of information furnished pursuant to clauses (i),
(ii) and (ix) of Section 5.04(a), the amounts shall be expressed as a dollar
amount per Certificate with a $1,000 denomination.
On each Distribution Date, the Trustee shall prepare and furnish
to each Financial Market Service, in electronic or such other format and media
mutually agreed upon by the Trustee, the Financial Market Service and the
Depositor, the information contained in the statement described in Section
5.04(a) for such Distribution Date.
The Trustee may make available each month, to any interested
party, the monthly statement to Certificateholders via the Trustee's website.
Within a reasonable period of time after the end of each calendar
year, the Trustee shall furnish to each Person who at any time during the
calendar year was the Holder of a Certificate, if requested in writing by such
Person, a statement containing the information set forth in clauses (i), (ii)
and (vii) of Section 5.04(a), in each case aggregated for such calendar year or
applicable portion thereof during which such Person was a Certificateholder.
Such obligation of the Trustee shall be deemed to have been satisfied to the
extent that substantially comparable information shall be provided by the
Trustee pursuant to any requirements of the Code as from time to time in force.
The Trustee shall deliver to the Holders of Certificates any
reports or information the Trustee is required by this Agreement or the Code,
Treasury Regulations or REMIC Provisions to deliver to the Holders of
Certificates, and the Trustee shall prepare and provide to the
Certificateholders (by mail, telephone, or publication as may be permitted by
applicable Treasury Regulations) such other reasonable information as the
Trustee deems necessary or appropriate or is required by the Code, Treasury
Regulations, and the REMIC Provisions including, but not limited to, (i)
information to be reported to the Holder of the Residual Certificate for
quarterly notices on Schedule Q (Form 1066) (which information shall be
forwarded to the Holder of the Residual Certificate by the Trustee), (ii)
information to be provided to the Holders of Certificates with respect to
amounts which should be included as interest and original issue discount in such
Holders' gross income and (iii) information to be provided to all Holders of
Certificates setting forth the percentage of the REMIC's assets, determined in
accordance with Treasury Regulations using a convention, not inconsistent with
Treasury Regulations, selected by the Trustee in its absolute discretion, that
constitute real estate assets under Section 856 of the Code, and assets
described in Section 7701(a)(19)(C) of the Code; provided, however, that in
setting forth the percentage of such assets of the REMIC, nothing contained in
this Agreement, including without limitation Section 7.03 hereof, shall be
interpreted to require the Trustee periodically to appraise the fair market
values of the assets of the Trust Estate or to indemnify the Trust Estate or any
Certificateholders from any adverse federal, state or local tax consequences
associated with a change subsequently required to be made in the Depositor's
initial good faith determinations of such fair market values (if subsequent
determinations are required pursuant to the REMIC Provisions) made from time to
time.
Section 5.05 Tax Returns and Reports to Certificateholders.
(a) For federal income tax purposes, the REMIC shall have a
calendar year taxable year and shall maintain its books on the accrual method of
accounting.
(b) The Trustee shall prepare or cause to be prepared, shall
execute and shall file or cause to be filed with the Internal Revenue Service
and applicable state or local tax authorities income tax information returns for
each taxable year with respect to the REMIC containing such information at the
times and in the manner as may be required by the Code, the Treasury Regulations
or state or local tax laws, regulations, or rules, and shall furnish or cause to
be furnished to the REMIC and the Certificateholders the schedules, statements
or information at such times and in such manner as may be required thereby.
Within 30 days of the Closing Date, the Trustee shall furnish or cause to be
furnished to the Internal Revenue Service, on Form 8811 or as otherwise required
by the Code or the Treasury Regulations, the name, title, address and telephone
number of the person that Holders of the Certificates may contact for tax
information relating thereto, together with such additional information at the
time or times and in the manner required by the Code or the Treasury
Regulations. Such federal, state, or local income tax or information returns
shall be signed by the Trustee, or such other Person as may be required to sign
such returns by the Code, the Treasury Regulations or state or local tax laws,
regulations, or rules.
(c) In the first federal income tax return of the REMIC for its
short taxable year ending December 31, 1999, REMIC status shall be elected for
such taxable year and all succeeding taxable years.
(d) The Trustee will maintain or cause to be maintained such
records relating to the REMIC, including but not limited to records relating to
the income, expenses, assets and liabilities of the Trust Estate, and the
initial fair market value and adjusted basis of the Trust Estate property and
assets determined at such intervals as may be required by the Code or the
Treasury Regulations, as may be necessary to prepare the foregoing returns,
schedules, statements or information.
Section 5.06 Tax Matters Person. The Tax Matters Person shall
have the same duties with respect to the REMIC as those of a "tax matters
partner" under Subchapter C of Chapter 63 of Subtitle F of the Code. The Holder
of the Class A-R Certificate is hereby designated as the Tax Matters Person for
the REMIC. By their acceptance of the Class A-R Certificate, such Holder
irrevocably appoints the Trustee as its agent to perform all of the duties of
the Tax Matters Person for the REMIC.
Section 5.07 Rights of the Tax Matters Person in Respect of the
Trustee. The Trustee shall afford the Tax Matters Person, upon reasonable notice
during normal business hours, access to all records maintained by the Trustee in
respect of its duties hereunder and access to officers of the Trustee
responsible for performing such duties. Upon request, the Trustee shall furnish
the Tax Matters Person with its most recent report of condition published
pursuant to law or to the requirements of its supervisory or examining authority
publicly available. The Trustee shall make available to the Tax Matters Person
such books, documents or records relating to the Trustee's services hereunder as
the Tax Matters Person shall reasonably request. The Tax Matters Person shall
not have any responsibility or liability for any action or failure to act by the
Trustee and is not obligated to supervise the performance of the Trustee under
this Agreement or otherwise.
Section 5.08 REMIC Related Covenants. For as long as the Trust
shall exist, the Trustee, the Depositor and each Servicer shall act in
accordance herewith to assure continuing treatment of the Trust Estate as a
REMIC and avoid the imposition of tax on the REMIC. In particular:
(a) The Trustee shall not create, or permit the creation of, any
"interests" in the REMIC within the meaning of Code Section 860D(a)(2) other
than the interests represented by the Regular Certificates and the Residual
Certificate.
(b) Except as otherwise provided in the Code, (i) the Depositor
and the Servicers shall not contribute to the Trust Estate and the Trustee shall
not accept property unless substantially all of the property held in the REMIC
constitutes either "qualified mortgages" or "permitted investments" as defined
in Code Sections 860G(a)(3) and (5), respectively, and (ii) no property shall be
contributed to the REMIC after the start-up day unless such contribution would
not subject the Trust Estate to the 100% tax on contributions to a REMIC after
the start-up day of the REMIC imposed by Code Section 860G(d).
(c) The Trustee shall not accept on behalf of the REMIC any fee
or other compensation for services and neither the Trustee nor the Servicers
shall knowingly accept, on behalf of the Trust Estate any income from assets
other than those permitted to be held by a REMIC.
(d) The Trustee shall not sell or permit the sale of all or any
portion of the Mortgage Loans (other than in accordance with Sections 2.02, 2.05
or 3.14(b)), unless such sale is pursuant to a "qualified liquidation" as
defined in Code Section 860F(a)(4)(A) and in accordance with Article X.
(e) The Trustee shall maintain books with respect to the Trust on
a calendar year taxable year and on an accrual basis.
None of the Servicers or the Trustee shall engage in a
"prohibited transaction" (as defined in Code Section 860F(a)(2)), except that,
with the prior written consent of each Servicer and the Depositor, the Trustee
may engage in the activities otherwise prohibited by the foregoing paragraphs
(b), (c) and (d); provided that each Servicer (or the two Servicers, acting
together) shall have delivered to the Trustee an Opinion of Counsel to the
effect that such transaction will not result in the imposition of a tax on the
REMIC and will not disqualify the Trust Estate from treatment as a REMIC; and,
provided further, that the Servicers shall have demonstrated to the satisfaction
of the Trustee that such action will not adversely affect the rights of the
Holders of the Certificates and the Trustee and that such action will not
adversely impact the rating of the Certificates.
Section 5.09 Principal Distributions on the Special Retail
Certificates. Prior to the earlier of (1) the Senior Credit Support Depletion
Date and (2) the date on which any Realized Loss is allocated to any Class of
Special Retail Certificates, distributions in reduction of the Class Certificate
Balance of such Class will be made in integral multiples of $1,000 at the
request of the appropriate representatives of Deceased Holders of Certificates
of each such Class and at the request of Living Holders of Certificates of each
such Class or by mandatory distributions, pursuant to Section 5.09(a) and
Section 5.09(d). On and after the earlier of (A) the Senior Credit Support
Depletion Date and (B) the date on which any Realized Loss is allocated to any
Class of Special Retail Certificates, distributions in reduction of the Class
Certificate Balances of such Class will be made on a pro rata basis pursuant to
Section 5.09(e).
(a) Except as set forth in Section 5.09(e), on each Distribution
Date on which principal distributions to any Class of the Special Retail
Certificates are made, such distributions will be made in the following
priority:
(i) first, to requesting Deceased Holders, in the order in
which such requests are received by the Depository, but not exceeding an
aggregate amount of $25,000 for each requesting Deceased Holder; and
(ii) second, to requesting Living Holders, in the order in
which such requests are received by the Depository, but not exceeding an
aggregate amount of $10,000 for each requesting Living Holder.
Thereafter, distributions will be made, with respect to such
Class of the Special Retail Certificates, as provided in clauses (i) and (ii)
above, up to a second $25,000 and $10,000, respectively. This sequence of
priorities will be repeated until all requests for principal distributions by
Deceased Holders and Living Holders of such Class have been honored, to the
extent of amounts available for principal distributions to the Holders of such
Class.
All requests for principal distributions to Special Retail
Certificates will be accepted in accordance with the provisions set forth in
Section 5.09(c). Requests for principal distributions that are received by the
Trustee after the related Record Date and requests for principal distributions
received in a timely manner but not accepted with respect to any Distribution
Date, will be treated as requests for principal distributions to the Special
Retail Certificates on the next succeeding Distribution Date, and each
succeeding Distribution Date thereafter, until each such request is accepted or
is withdrawn as provided in Section 5.09(c). Such requests that are not
withdrawn shall retain their order of priority without the need for any further
action on the part of the appropriate Certificate Owner of the related Special
Retail Certificate, all in accordance with the procedures of the Depository and
the Trustee. Upon the transfer of beneficial ownership of any Special Retail
Certificate, any distribution request previously submitted with respect to such
Certificate will be deemed to have been withdrawn only upon the receipt by the
Trustee on or before the Record Date for such Distribution Date of notification
of such withdrawal in the manner set forth in Section 5.09(c) using a form
required by the Depository.
Distributions in reduction of the Class Certificate Balance of
any Class of Special Retail Certificates will be applied in an amount equal to
the portion of the Senior Principal Distribution Amount allocable to such Class
pursuant to Section 5.02, plus any amounts available for distribution from the
applicable Rounding Account established as provided in Section 3.23, provided
that the aggregate distribution of principal to such Class on any Distribution
Date shall be made in an integral multiple of $1,000.
To the extent that the portion of the Senior Principal
Distribution Amount allocable to any Class of Special Retail Certificates on any
Distribution Date exceeds the aggregate Class Certificate Balance of that Class
of Special Retail Certificates with respect to which principal distribution
requests have been received, principal distributions in reduction of the Class
Certificate Balance of such Class will be made by mandatory distribution
pursuant to Section 5.09(d).
(b) A Special Retail Certificate shall be deemed to be held by a
Deceased Holder for purposes of this Section 5.09 if the death of the
Certificate Owner thereof is deemed to have occurred. Special Retail
Certificates beneficially owned by tenants by the entirety, joint tenants or
tenants in common will be considered to be beneficially owned by a single owner.
The death of a tenant by the entirety, joint tenant or tenant in common will be
deemed to be the death of the Certificate Owner. Special Retail Certificates
beneficially owned by a trust will be considered to be beneficially owned by
each beneficiary of the trust to the extent of such beneficiary's beneficial
interest therein, but in no event will a trust's beneficiaries collectively be
deemed to be Certificate Owners of a number of Special Retail Certificates
greater than the number of Special Retail Certificates of which such trust is
the owner. The death of a beneficiary of a trust will be deemed to be the death
of a Certificate Owner of the Special Retail Certificates beneficially owned by
the trust to the extent of such beneficiary's beneficial interest in such trust.
The death of an individual who was a tenant by the entirety, joint tenant or
tenant in common in a tenancy which is the beneficiary of a trust will be deemed
to be the death of the beneficiary of such trust. The death of an individual
who, during his or her lifetime, was entitled to substantially all of the
beneficial ownership interests in a Special Retail Certificate will be deemed to
be the death of the Certificate Owner of such Special Retail Certificate
regardless of the registration of ownership, if such beneficial ownership
interest can be established to the satisfaction of the Trustee. Such beneficial
interest will be deemed to exist in typical cases of street name or nominee
ownership, ownership by a trustee, ownership under the Uniform Gifts to Minors
Act and community property or other joint ownership arrangements between a
husband and wife. Beneficial interest shall include the power to sell, transfer
or otherwise dispose of a Special Retail Certificate and the right to receive
the proceeds therefrom, as well as interest and principal distributions, as
applicable, payable with respect thereto. The Trustee shall not be under any
duty to determine independently the occurrence of the death of any deceased
Certificate Owner. The Trustee may rely entirely upon documentation delivered to
it pursuant to Section 5.09(c) in establishing the eligibility of any
Certificate Owner to receive the priority accorded Deceased Holders in Section
5.09(a).
(c) Requests for principal distributions to the Certificate Owner
of any Special Retail Certificate must be made by delivering a written request
therefor to the Depository Participant or Indirect Depository Participant that
maintains the account evidencing such Certificate Owner's interest in such
Certificate. In the case of a request on behalf of a Deceased Holder,
appropriate evidence of death and any tax waivers are required to be forwarded
to the Trustee under separate cover. The Depository Participant should in turn
make the request of the Depository (or, in the case of an Indirect Depository
Participant, such Indirect Depository Participant must notify the related
Depository Participant of such request, which Depository Participant should make
the request of the Depository) in the manner required under the rules and
regulations of the Depository's APUT System. Upon receipt of such request, the
Depository will date and time stamp such request and forward such request to the
Trustee. The Depository may establish such procedures as it deems fair and
equitable to establish the order of receipt of requests for such distributions
received by it on the same day. None of the Depositor, the Master Servicer or
the Trustee shall be liable for any delay in delivery of requests for
distributions or withdrawals of such requests by the Depository, a Depository
Participant or any Indirect Depository Participant.
The Trustee shall maintain a list of those Depository
Participants representing the appropriate Certificate Owners of Special Retail
Certificates that have submitted requests for principal distributions, together
with the order of receipt and the amounts of such requests. Subject to the
priorities described in Section 5.09(a) above, the Depository will honor
requests for distributions in the order of their receipt. The Trustee shall
notify the Depository as to which requests should be honored on each
Distribution Date at least two Business Days prior to such Distribution Date and
shall notify the Depository as to the portion of the Senior Principal
Distribution Amount (together with any amounts available for distribution from
the applicable Rounding Account) to be distributed to the Special Retail
Certificates by mandatory distribution pursuant to Section 5.09(d). Requests
shall be honored by the Depository in accordance with the procedures, and
subject to the priorities and limitations, described in this Section 5.09. The
exact procedures to be followed by the Trustee and the Depository for purposes
of determining such priorities and limitations will be those established from
time to time by the Trustee or the Depository, as the case may be. The decisions
of the Trustee and the Depository concerning such matters will be final and
binding on all affected Persons.
Special Retail Certificates that have been accepted for a
distribution shall be due and payable on the applicable Distribution Date. Such
Certificates shall cease to bear interest after the last day of the calendar
month preceding the month in which such Distribution Date occurs.
Any Certificate Owner of a Special Retail Certificate that has
requested a principal distribution may withdraw its request by so notifying in
writing the Depository Participant or Indirect Depository Participant that
maintains such Certificate Owner's account. If such account is maintained by an
Indirect Depository Participant, such Indirect Depository Participant must
notify the related Depository Participant which in turn must forward the
withdrawal of such request, in the manner required under the rules and
regulations of the Depository's APUT System, to the Depository to be forwarded
to the Trustee. If such notice of withdrawal of a request for distribution has
not been received by the Depository and forwarded to the Trustee on or before
the Record Date for the next Distribution Date, the previously made request for
a principal distribution will be irrevocable with respect to the making of
principal distributions on such Distribution Date.
If any requests for principal distributions are rejected by the
Trustee for failure to comply with the requirements of this Section 5.09, the
Trustee shall return such request to the appropriate Depository Participant with
a copy to the Depository with an explanation as to the reason for such
rejection.
(d) If principal distributions to be made to any Class of the
Special Retail Certificates on a Distribution Date exceed the aggregate amount
of principal distribution requests for such Class which have been received on or
before the applicable Record Date, as provided in Section 5.09(a) above,
additional Special Retail Certificates of such Class will be selected to receive
mandatory principal distributions in lots equal to $1,000 in accordance with the
then-applicable random lot procedures of the Depository, and the then-applicable
procedures of the Depository Participants and Indirect Depository Participants
representing the Certificate Owners (which procedures may or may not be by
random lot). The Trustee shall notify the Depository of the aggregate amount of
the mandatory principal distribution to be made on the next Distribution Date.
The Depository shall then allocate such aggregate amount among the Depository
Participants on a random lot basis. Each Depository Participant and, in turn,
each Indirect Depository Participant will then select, in accordance with its
own procedures, Special Retail Certificates of such Class from among those held
in its accounts to receive mandatory principal distributions, such that the
total amount of principal distributed to the Special Retail Certificates of such
Class so selected is equal to the aggregate amount of such mandatory
distributions allocated to such Depository Participant by the Depository and to
such Indirect Depository Participant by its related Depository Participant, as
the case may be. Depository Participants and Indirect Depository Participants
that hold Special Retail Certificates of such Class selected for mandatory
principal distributions are required to provide notice of such mandatory
distributions to the affected Certificate Owners.
(e) Notwithstanding any provisions herein to the contrary, on
each Distribution Date on and after the earlier of (i) the Senior Credit Support
Depletion Date and (ii) the date on which any Realized Loss is allocated to any
Class of Special Retail Certificates, distributions in reduction of the Class
Certificate Balance of such Class will be made pro rata among the Certificate
Owners of the Certificates of such Class and will not be made in integral
multiples of $1,000 or pursuant to requests for distribution as permitted by
Section 5.09(a) or by mandatory distributions as provided for by Section
5.09(d).
(f) In the event that Definitive Certificates representing the
Special Retail Certificates are issued pursuant to Section 6.02(c)(iii), an
amendment to this Agreement, which may be approved without the consent of any
Certificateholders, shall establish procedures relating to the manner in which
distributions in reduction of the Class Certificate Balance of each Class of the
Special Retail Certificates are to be made; provided that such procedures shall
be consistent, to the extent practicable and customary for certificates similar
to the Special Retail Certificates, with the provisions of this Section 5.09.
ARTICLE VI
THE CERTIFICATES
Section 6.01 The Certificates. The Classes of Senior Certificates
and the Subordinate Certificates shall be substantially in the forms set forth
in Exhibits X-0, X-0, X-0, X-0, X-0, X-0, X-0, X-0, X-0, X-00, X-00, X-00, X-00,
X-00, X-00, X-00, X-00, X-00, X-00, X-00, X-00, X-00, X-00, X-00, X-00, A-PO,
A-R, X-0, X-0, X-0, X-0, X-0, B-6 and C (reverse of all Certificates) and shall,
on original issue, be executed by the Trustee and shall be countersigned and
delivered by the Trustee to or upon the order of the Depositor upon receipt by
the Trustee of the documents specified in Section 2.01. The Senior Certificates
(other than the Class A-PO and Class A-R Certificates) shall be available to
investors in interests representing minimum dollar Certificate Balances of
$1,000 and integral multiples of $1 in excess thereof. The Subordinate
Certificates and the Class A-PO Certificates shall be available to investors in
interests representing minimum dollar Certificate Balances of $25,000 and
integral dollar multiples of $1 in excess thereof (except one Certificate of
such Class may be issued with a different Certificate Balance). The Class A-R
Certificate shall be in a minimum denomination of $100. The Senior Certificates
(other than the Class A-R Certificate) and the Class B-1, Class B-2 and Class
B-3 Certificates shall initially be issued in book-entry form through the
Depository and all other Classes of Certificates shall initially be issued in
definitive, fully-registered form.
The Certificates shall be executed by manual or facsimile
signature on behalf of the Trustee by an authorized officer or signatory.
Certificates bearing the manual or facsimile signatures of individuals who were,
at the time when such signatures were affixed, authorized to sign on behalf of
the Trustee shall bind the Trustee, notwithstanding that such individuals or any
of them have ceased to be so authorized prior to the execution and delivery of
such Certificates or did not hold such offices or positions at the date of such
Certificate. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless such Certificate shall have been
manually countersigned by the Trustee substantially in the form provided for
herein, and such countersignature upon any Certificate shall be conclusive
evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the date
of their countersignature.
Section 6.02 Registration of Transfer and Exchange of
Certificates.
(a) The Trustee shall cause to be kept at an office or agency in
the city in which the Corporate Trust Office of the Trustee is located a
Certificate Register in which, subject to such reasonable regulations as it may
prescribe, the Trustee shall provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein provided. The Trustee shall
initially serve as Certificate Registrar for the purpose of registering
Certificates and transfers and exchanges of Certificates as herein provided.
(b) At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of authorized denominations of a like Class,
tenor and aggregate Percentage Interest, upon surrender of the Certificates to
be exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange, the Trustee shall execute and the Trustee shall
authenticate, countersign and deliver the Certificates which the
Certificateholder making the exchange is entitled to receive. Every Certificate
presented or surrendered for transfer or exchange shall (if so required by the
Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by
a written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by, the Holder thereof or its attorney duly
authorized in writing.
(c)(1) Except as provided in paragraph (c)(iii) below, the
Book-Entry Certificates shall at all times remain registered in the name
of the Depository or its nominee and at all times: (A) registration of
the Certificates may not be transferred by the Trustee except to another
Depository; (B) the Depository shall maintain book-entry records with
respect to the Certificate Owners and with respect to ownership and
transfers of such Book-Entry Certificates; (C) ownership and transfers
of registration of the Book-Entry Certificates on the books of the
Depository shall be governed by applicable rules established by the
Depository; (D) the Depository may collect its usual and customary fees,
charges and expenses from its Depository Participants; (E) the Trustee
shall deal with the Depository as the representative of the Certificate
Owners of the Book-Entry Certificates for purposes of exercising the
rights of Holders under this Agreement, and requests and directions for
and votes of the Depository shall not be deemed to be inconsistent if
they are made with respect to different Certificate Owners; and (F) the
Trustee may rely and shall be fully protected in relying upon
information furnished by the Depository with respect to its Depository
Participants and furnished by the Depository Participants with respect
to indirect participating firms and persons shown on the books of such
indirect participating firms as direct or indirect Certificate Owners.
(i) All transfers by Certificate Owners of Book-Entry
Certificates shall be made in accordance with the procedures established
by the Depository Participant or brokerage firm representing such
Certificate Owner. Each Depository Participant shall only transfer
Book-Entry Certificates of Certificate Owners it represents or of
brokerage firms for which it acts as agent in accordance with the
Depository's normal procedures.
(ii) If (A) (1) the Depository or the Depositor advises the
Trustee in writing that the Depository is no longer willing or able to
properly discharge its responsibilities as Depository, and (2) the
Trustee or the Depositor is unable to locate a qualified successor, (B)
the Depositor at its option advises the Trustee in writing that it
elects to terminate the book-entry system through the Depository, (C)
after the occurrence of an Event of Default or (D) in the event the
Depository is unable to make the pro rata distributions required by
Section 5.09(e), Certificate Owners representing at least 51% of the
aggregate Class Certificate Balances of the Book-Entry Certificates
together advise the Trustee and the Depository through the Depository
Participants in writing that the continuation of a book-entry system
through the Depository is no longer in the best interests of the
Certificate Owners, the Trustee shall notify all Certificate Owners,
through the Depository, of the occurrence of any such event and of the
availability of definitive, fully-registered Certificates (the
"Definitive Certificates") to Certificate Owners requesting the same.
Upon surrender to the Trustee of the related Class of Certificates by
the Depository, accompanied by the instructions from the Depository for
registration, the Trustee shall issue the Definitive Certificates. None
of the Servicers, the Depositor or the Trustee shall be liable for any
delay in delivery of such instruction and may conclusively rely on, and
shall be protected in relying on, such instructions. The Depositor shall
provide the Trustee with an adequate inventory of certificates to
facilitate the issuance and transfer of Definitive Certificates. Upon
the issuance of Definitive Certificates, the Trustee shall recognize the
Holders of the Definitive Certificates as Certificateholders hereunder.
(d) No transfer of a Private Certificate shall be made unless
such transfer is exempt from the registration requirements of the 1933 Act and
any applicable state securities laws or is made in accordance with the 1933 Act
and such laws. In the event of any such transfer, (i) unless such transfer is
made in reliance on Rule 144A under the 1933 Act, the Trustee or the Depositor
may require a written Opinion of Counsel (which may be in-house counsel)
acceptable to and in form and substance reasonably satisfactory to the Trustee
and the Depositor that such transfer may be made pursuant to an exemption,
describing the applicable exemption and the basis therefor, from the 1933 Act
and such laws or is being made pursuant to the 1933 Act and such laws, which
Opinion of Counsel shall not be an expense of the Trustee or the Depositor and
(ii) the Trustee shall require a certificate from the Certificateholder desiring
to effect such transfer substantially in the form attached hereto as Exhibit G-1
and a certificate from such Certificateholder's prospective transferee
substantially in the form attached hereto either as Exhibit G-2A or as Exhibit
G-2B, which certificates shall not be an expense of the Trustee or the
Depositor; provided that the foregoing requirements under clauses (i) and (ii)
shall not apply to a transfer of a Private Certificate between or among the
Depositor, either Seller, their affiliates or both. The Depositor shall provide
to any Holder of a Private Certificate and any prospective transferees
designated by any such Holder, information regarding the related Certificates
and the Mortgage Loans and such other information as shall be necessary to
satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer
of any such certificate without registration thereof under the 1933 Act pursuant
to the registration exemption provided by Rule 144A. The Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.
(e) No transfer of an ERISA Restricted Certificate shall be made
unless the transferee delivers to the Trustee either (i) a representation letter
in the form of Exhibit H from the transferee of such Certificate, which
representation letter shall not be an expense of the Depositor, the Trustee or
either Servicer, or (ii) in the case of any ERISA Restricted Certificate
presented for registration in the name of an employee benefit plan or
arrangement, including an individual retirement account, subject to ERISA, the
Code, or any federal, state or local law ("Similar Law") which is similar to
ERISA or the Code (collectively, a "Plan"), or a trustee or custodian of any of
the foregoing, an Opinion of Counsel in form and substance satisfactory to the
Trustee and each Servicer to the effect that the purchase or holding of such
ERISA Restricted Certificate by or on behalf of such Plan will not result in the
assets of the Trust Estate being deemed to be "plan assets" and subject to the
prohibited transaction provisions of ERISA, the Code or Similar Law and will not
subject the Trustee, the Depositor or either Servicer to any obligation in
addition to those undertaken in this Agreement, which Opinion of Counsel shall
not be an expense of the Trustee or either Servicer. Any transferee of an ERISA
Restricted Certificate that does not comply with either clause (i) or (ii) of
the preceding sentence will be deemed to have made one of the representations
set forth in Exhibit H. Notwithstanding anything else to the contrary herein,
any purported transfer of an ERISA Restricted Certificate to or on behalf of a
Plan without the delivery to the Trustee and each Servicer of an Opinion of
Counsel satisfactory to the Trustee and each Servicer as described above shall
be void and of no effect.
Neither the Trustee nor the Certificate Registrar shall have any
liability for transfers of Book-Entry Certificates made through the book-entry
facilities of the Depository or between or among any Depository Participants or
Certificate Owners, made in violation of applicable restrictions. The Trustee
may rely and shall be fully protected in relying upon information furnished by
the Depository with respect to its Depository Participants and furnished by the
Depository Participants with respect to indirect participating firms and Persons
shown on the books of such indirect participating firms as direct or indirect
Certificate Owners.
To the extent permitted under applicable law (including, but not
limited to, ERISA), the Trustee shall be under no liability to any Person for
any registration of transfer of any ERISA Restricted Certificate that is in fact
not permitted by this Section 6.02 or for making any payments due on such
Certificate to the Holder thereof or taking any other action with respect to
such Holder under the provisions of this Agreement so long as the transfer was
registered by the Trustee in accordance with the foregoing requirements.
(f) Each Person who has or who acquires any Ownership Interest in
a Residual Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions, and
the rights of each Person acquiring any Ownership Interest in a Residual
Certificate are expressly subject to the following provisions:
(i) Each Person holding or acquiring any Ownership Interest in
a Residual Certificate shall be a Permitted Transferee and shall
promptly notify the Trustee of any change or impending change in its
status as a Permitted Transferee.
(ii) No Person shall acquire an Ownership Interest in a
Residual Certificate unless such Ownership Interest is a pro rata
undivided interest.
(iii) In connection with any proposed transfer of any
Ownership Interest in a Residual Certificate, the Trustee shall require
delivery to it, in form and substance satisfactory to it, of an
affidavit in the form of Exhibit I hereto from the proposed transferee.
(iv) Notwithstanding the delivery of an affidavit by a
proposed transferee under clause (iii) above, if a Responsible Officer
of the Trustee has actual knowledge that the proposed transferee is not
a Permitted Transferee, no transfer of any Ownership Interest in a
Residual Certificate to such proposed transferee shall be effected.
(v) No Ownership Interest in a Residual Certificate may be
purchased by or transferred to any Person that is not a U.S. Person,
unless (A) such Person holds such Residual Certificate in connection
with the conduct of a trade or business within the United States and
furnishes the transferor and the Trustee with an effective Internal
Revenue Service Form 4224 or (B) the transferee delivers to both the
transferor and the Trustee an Opinion of Counsel from a
nationally-recognized tax counsel to the effect that such transfer is in
accordance with the requirements of the Code and the regulations
promulgated thereunder and that such transfer of a Residual Certificate
will not be disregarded for federal income tax purposes.
(vi) Any attempted or purported transfer of any Ownership
Interest in a Residual Certificate in violation of the provisions of
this Section 6.02 shall be absolutely null and void and shall vest no
rights in the purported transferee. If any purported transferee shall,
in violation of the provisions of this Section 6.02, become a Holder of
a Residual Certificate, then the prior Holder of such Residual
Certificate that is a Permitted Transferee shall, upon discovery that
the registration of transfer of such Residual Certificate was not in
fact permitted by this Section 6.02, be restored to all rights as Holder
thereof retroactive to the date of registration of transfer of such
Residual Certificate. The Trustee shall be under no liability to any
Person for any registration of transfer of a Residual Certificate that
is in fact not permitted by this Section 6.02 or for making any
distributions due on such Residual Certificate to the Holder thereof or
taking any other action with respect to such Holder under the provisions
of the Agreement so long as the transfer was registered in accordance
with this Section 6.02. The Trustee shall be entitled to recover from
any Holder of a Residual Certificate that was in fact not a Permitted
Transferee at the time such distributions were made all distributions
made on such Residual Certificate. Any such distributions so recovered
by the Trustee shall be distributed and delivered by the Trustee to the
prior Holder of such Residual Certificate that is a Permitted
Transferee.
(vii) If any Person other than a Permitted Transferee acquires
any Ownership Interest in a Residual Certificate in violation of the
restrictions in this Section 6.02, then the Trustee, based on
information provided to the Trustee by either Servicer, will provide to
the Internal Revenue Service, and to the Persons specified in Section
860E(e)(3) and (6) of the Code, information needed to compute the tax
imposed under Section 860E(e) of the Code on transfers of residual
interests to disqualified organizations. The expenses of the Trustee
under this clause (vii) shall be reimbursable by the Trust.
(viii) No Ownership Interest in a Residual Certificate shall
be acquired by a Plan or any Person acting on behalf of a Plan.
(g) [Reserved]
(h) No service charge shall be imposed for any transfer or
exchange of Certificates of any Class, but the Trustee may require payment of a
sum sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
(i) All Certificates surrendered for transfer and exchange shall
be destroyed by the Certificate Registrar.
Section 6.03 Mutilated, Destroyed, Lost or Stolen Certificates.
If (a) any mutilated Certificate is surrendered to the Certificate Registrar or
the Certificate Registrar receives evidence to its satisfaction of the
destruction, loss or theft of any Certificate, and (b) there is delivered to the
Trustee, the Depositor and the Certificate Registrar such security or indemnity
reasonably satisfactory to each, to save each of them harmless, then, in the
absence of actual notice to the Trustee or the Certificate Registrar that such
Certificate has been acquired by a bona fide purchaser, the Trustee shall
countersign and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of like tenor, Class
and Percentage Interest but bearing a number not contemporaneously outstanding.
Upon the issuance of any new Certificate under this Section, the Trustee may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee and the Certificate Registrar) connected
therewith. Any duplicate Certificate issued pursuant to this Section shall
constitute complete and indefeasible evidence of ownership in the Trust, as if
originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.
Section 6.04 Persons Deemed Owners. Prior to due presentation of
a Certificate for registration of transfer, the Depositor, the Servicers, the
Trustee, the Certificate Registrar and any agent of the Depositor, the
Servicers, the Trustee or the Certificate Registrar may treat the Person in
whose name any Certificate is registered as the owner of such Certificate for
the purpose of receiving distributions pursuant to Section 5.01 and for all
other purposes whatsoever, and none of the Depositor, the Servicers, the
Trustee, the Certificate Registrar or any agent of the Servicers, the Trustee or
the Certificate Registrar shall be affected by notice to the contrary.
ARTICLE VII
THE DEPOSITOR AND THE SERVICERS
Section 7.01 Respective Liabilities of the Depositor and the
Servicers. The Depositor and the Servicers shall each be liable in accordance
herewith only to the extent of the obligations specifically and respectively
imposed upon and undertaken by the Depositor and the Servicers herein. By way of
illustration and not limitation, the Depositor is not liable for the servicing
and administration of the Mortgage Loans, nor is it obligated by Section 8.01 to
assume any obligations of either Servicer or to appoint a designee to assume
such obligations, nor is it liable for any other obligation hereunder that it
may, but is not obligated to, assume unless it elects to assume such obligation
in accordance herewith.
Section 7.02 Merger or Consolidation of the Depositor or a
Servicer. The Depositor and each Servicer will each keep in full effect its
existence, rights and franchises as a separate entity under the laws governing
its organization, and will each obtain and preserve its qualification to do
business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.
Any Person into which the Depositor or either Servicer may be
merged or consolidated, or any corporation resulting from any merger or
consolidation to which the Depositor or either Servicer shall be a party, or any
Person succeeding to the business of the Depositor or either Servicer, shall be
the successor of the Depositor or such Servicer, as the case may be, hereunder,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding;
provided, however, that the successor or surviving Person to a Servicer shall be
qualified to service mortgage loans on behalf of FNMA or FHLMC.
Section 7.03 Limitation on Liability of the Depositor, the
Servicers and Others. None of the Depositor, the Servicers or any of the
directors, officers, employees or agents of the Depositor or of either Servicer
shall be under any liability to the Trust Estate or the Certificateholders for
any action taken or for refraining from the taking of any action in good faith
pursuant to this Agreement, or for errors in judgment; provided, however, that
this provision shall not protect the Depositor, the Servicers or any such Person
against any breach of warranties or representations made herein or any liability
which would otherwise be imposed by reason of willful misfeasance, bad faith or
gross negligence in the performance of duties or by reason of reckless disregard
of obligations and duties hereunder. The Depositor, the Servicers and any
director, officer, employee or agent of the Depositor or either Servicer may
rely in good faith on any document of any kind prima facie properly executed and
submitted by any Person respecting any matters arising hereunder. The Depositor,
the Servicers and any director, officer, employee or agent of the Depositor or
either Servicer shall be indemnified by the Trust Estate and held harmless
against any loss, liability or expense incurred in connection with any legal
action relating to this Agreement or the Certificates, other than any loss,
liability or expense related to any specific Mortgage Loan or Mortgage Loans
(except as any such loss, liability or expense shall be otherwise reimbursable
pursuant to this Agreement) and any loss, liability or expense incurred by
reason of willful misfeasance, bad faith or gross negligence in the performance
of duties hereunder or by reason of reckless disregard of obligations and duties
hereunder. None of the Depositor or either of the Servicers shall be under any
obligation to appear in, prosecute or defend any legal action which is not
incidental to its respective duties under this Agreement and which in its
opinion may involve it in any expense or liability; provided, however, that the
Depositor or either Servicer may in its discretion undertake any such action
which it may deem necessary or desirable in respect to this Agreement and the
rights and duties of the parties hereto and the interests of the
Certificateholders hereunder. In such event, the legal expenses and costs of
such action and any liability resulting therefrom shall be expenses, costs and
liabilities of the Trust Estate, and the Depositor and such Servicer shall be
entitled to be reimbursed therefor out of amounts attributable to the Mortgage
Loans on deposit in the related Servicer Custodial Account as provided by
Section 3.11.
Section 7.04 Depositor and Servicers Not to Resign. Subject to
the provisions of Section 7.02, none of the Depositor or the Servicers shall
resign from its respective obligations and duties hereby imposed on it except
upon determination that its duties hereunder are no longer permissible under
applicable law. Any such determination permitting the resignation of the
Depositor or either Servicer shall be evidenced by an Opinion of Counsel to such
effect delivered to the Trustee. No such resignation by a Servicer shall become
effective until the Trustee or a successor servicer shall have assumed such
Servicer's responsibilities and obligations in accordance with Section 8.05
hereof.
ARTICLE VIII
DEFAULT
Section 8.01 Events of Default. If any one of the following
events ("Events of Default") shall occur and be continuing:
(a) any failure by either Servicer to deposit amounts in the
related Servicer Custodial Account in the amount and manner provided herein so
as to enable the Trustee to distribute to Holders of Certificates any payment
required to be made under the terms of such Certificates and this Agreement
(other than the payments required to be made under Section 3.20) which continues
unremedied for a period of five days; or
(b) failure on the part of either Servicer duly to observe or
perform in any material respect any other covenants or agreements of such
Servicer set forth in the Certificates or in this Agreement, which covenants and
agreements continue unremedied for a period of 30 days after the date on which
written notice of such failure, requiring the same to be remedied, shall have
been given to such Servicer by the Trustee or the Depositor, or to the
Servicers, the Depositor and the Trustee by the Holders of Certificates
evidencing Voting Rights aggregating not less than 25% of all Certificates
affected thereby; or
(c) the entry of a decree or order by a court or agency or
supervisory authority having jurisdiction in the premises for the appointment of
a conservator, receiver or liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings against either
Servicer, or for the winding up or liquidation of either Servicer's affairs, and
the continuance of any such decree or order unstayed and in effect for a period
of 60 consecutive days; or
(d) the consent by either Servicer to the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings of or relating to
such Servicer or of or relating to substantially all of its property; or either
Servicer shall admit in writing its inability to pay its debts generally as they
become due, file a petition to take advantage of any applicable insolvency or
reorganization statute, make an assignment for the benefit of its creditors, or
voluntarily suspend payment of its obligations; or
(e) the failure of either Servicer to remit any Periodic Advance
required to be remitted by such Servicer pursuant to Section 3.20 which failure
continues unremedied at 3:00 p.m. on the related Distribution Date;
then, and in each and every such case, so long as an Event of Default shall not
have been remedied by the related Servicer, either the Trustee or the Depositor
may, and at the direction of the Holders of Certificates evidencing Voting
Rights aggregating not less than 51% of all Certificates affected thereby shall,
by notice then given in writing to the related Servicer (and to the Trustee, if
given by the Depositor, and to the Depositor, if given by the Trustee),
terminate all of the rights and obligations of such Servicer under this
Agreement. If an Event of Default described in clause (e) hereof shall occur,
the Trustee shall, by notice to the related Servicer, terminate all of the
rights and obligations of such Servicer under this Agreement and in and to the
Mortgage Loans and proceeds thereof and the Trustee or a successor Servicer
appointed pursuant to Section 8.05 shall make the Advance which such Servicer
failed to make. On or after the receipt by a Servicer of such written notice,
all authority and power of such Servicer under this Agreement, whether with
respect to the Certificates or the Mortgage Loans or otherwise, shall pass to
and be vested in the Trustee pursuant to and under this Section 8.01, unless and
until such time as the Trustee shall appoint a successor Servicer pursuant to
Section 8.05, and, without limitation, the Trustee is hereby authorized and
empowered to execute and deliver, on behalf of each Servicer, as
attorney-in-fact or otherwise, any and all documents and other instruments, and
to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and
endorsement of the Mortgage Loans and related documents, or otherwise,
including, without limitation, the recordation of the assignments of the
Mortgage Loans to it. Each Servicer agrees to cooperate with the Trustee in
effecting the termination of the responsibilities and rights of such Servicer
hereunder, including, without limitation, the transfer to the Trustee for the
administration by it of all cash amounts that have been deposited by such
Servicer in the related Servicer Custodial Account or thereafter received by
such Servicer with respect to the Mortgage Loans. Upon obtaining notice or
knowledge of the occurrence of any Event of Default, the Person obtaining such
notice or knowledge shall give prompt written notice thereof to
Certificateholders at their respective addresses appearing in the Certificate
Register and to each Rating Agency. All costs and expenses (including attorneys'
fees) incurred in connection with transferring the Mortgage Files to the
successor Servicer and amending this Agreement to reflect such succession as
Servicer pursuant to this Section 8.01 shall be paid by the predecessor
Servicer. Notwithstanding the termination of a Servicer pursuant hereto, such
Servicer shall remain liable for any causes of action arising out of any Event
of Default occurring prior to such termination.
Section 8.02 Remedies of Trustee. During the continuance of any
Event of Default, so long as such Event of Default shall not have been remedied,
the Trustee, in addition to the rights specified in Section 8.01, shall have the
right, in its own name as trustee of an express trust, to take all actions now
or hereafter existing at law, in equity or by statute to enforce its rights and
remedies and to protect the interests, and enforce the rights and remedies, of
the Certificateholders (including the institution and prosecution of all
judicial, administrative and other proceedings and the filing of proofs of claim
and debt in connection therewith). Except as otherwise expressly provided in
this Agreement, no remedy provided for by this Agreement shall be exclusive of
any other remedy, and each and every remedy shall be cumulative and in addition
to any other remedy and no delay or omission to exercise any right or remedy
shall impair any such right or remedy or shall be deemed to be a waiver of any
Event of Default.
Section 8.03 Directions by Certificateholders and Duties of
Trustee During Event of Default. During the continuance of any Event of Default,
Holders of Certificates evidencing Voting Rights aggregating not less than 25%
of each Class of Certificates affected thereby may direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee under this Agreement;
provided, however, that the Trustee shall be under no obligation to pursue any
such remedy, or to exercise any of the trusts or powers vested in it by this
Agreement (including, without limitation, (a) the conducting or defending of any
administrative action or litigation hereunder or in relation hereto, and (b) the
terminating of either Servicer or any successor Servicer from its rights and
duties as servicer hereunder) at the request, order or direction of any of the
Certificateholders, unless such Certificateholders shall have offered to the
Trustee reasonable security or indemnity against the costs, expenses and
liabilities which may be incurred therein or thereby and, provided further,
that, subject to the provisions of Section 9.01, the Trustee shall have the
right to decline to follow any such direction if the Trustee, based upon an
Opinion of Counsel, determines that the action or proceeding so directed may not
lawfully be taken or if the Trustee in good faith determines that the action or
proceeding so directed would involve it in personal liability or be unjustly
prejudicial to the non-assenting Certificateholders.
Section 8.04 Action upon Certain Failures of a Servicer and upon
Event of Default. In the event that the Trustee shall have actual knowledge of
any failure of either Servicer specified in Section 8.01(a) or (b) which would
become an Event of Default upon such Servicer's failure to remedy the same after
notice, the Trustee shall give notice thereof to such Servicer. If the Trustee
shall have knowledge of an Event of Default, the Trustee shall give prompt
written notice thereof to the Certificateholders.
Section 8.05 Trustee to Act; Appointment of Successor.
(a) On and after the time a Servicer receives a notice of
termination pursuant to Section 8.01, the Trustee shall be the successor in all
respects to such Servicer in its capacity as servicer under this Agreement and
the transactions set forth or provided for herein and shall be subject to all
the responsibilities, duties and liabilities relating thereto placed on such
Servicer by the terms and provisions hereof or shall appoint a successor
pursuant to Section 3.07. Notwithstanding anything provided herein to the
contrary, under no circumstances shall any provision of this Agreement be
construed to require the Trustee, acting in its capacity as successor to a
Servicer in its obligation to make Advances, to advance, expend or risk its own
funds or otherwise incur any financial liability in the performance of its
duties hereunder if it shall have reasonable grounds for believing that such
funds are non-recoverable. Subject to Section 8.05(b), as compensation therefor,
the Trustee shall be entitled to such compensation as the terminated Servicer
would have been entitled to hereunder if no such notice of termination had been
given. Notwithstanding the above, the Trustee may, if it shall be unwilling so
to act, or shall, if it is legally unable so to act, appoint, or petition a
court of competent jurisdiction to appoint, any established housing and home
finance institution having a net worth of not less than $10,000,000 as the
successor to the terminated Servicer hereunder in the assumption of all or any
part of the responsibilities, duties or liabilities of such Servicer hereunder;
provided, however, that any such institution appointed as successor Servicer
shall not, as evidenced in writing by each Rating Agency, adversely affect the
then current rating of any Class of Certificates immediately prior to the
termination of the terminated Servicer. The appointment of a successor Servicer
shall not affect any liability of the predecessor Servicer which may have arisen
under this Agreement prior to its termination as Servicer, nor shall any
successor Servicer be liable for any acts or omissions of the predecessor
Servicer or for any breach by such Servicer of any of its representations or
warranties contained herein or in any related document or agreement. Pending
appointment of a successor to the terminated Servicer hereunder, unless the
Trustee is prohibited by law from so acting, the Trustee shall act in such
capacity as provided above. The Trustee and such successor shall take such
action, consistent with this Agreement, as shall be necessary to effectuate any
such succession.
(b) In connection with the appointment of a successor Servicer or
the assumption of the duties of a Servicer, as specified in Section 8.05(a), the
Trustee may make such arrangements for the compensation of such successor out of
payments on Mortgage Loans serviced by the predecessor Servicer as it and such
successor shall agree; provided, however, that any Person assuming the duties of
a Servicer as successor to NationsBanc Mortgage Corporation or Bank of America,
FSB shall pay to such predecessor an amount equal to the market value of the
portion of the Servicing Fee that will accrue in the future due to the Servicing
Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loan. The
"market value" of such portion of the Servicing Fee shall be determined by
NationsBanc Mortgage Corporation or Bank of America, FSB, as applicable, on the
basis of at least two quotations from third parties actively engaged in the
servicing of single-family mortgage loans. If the successor Servicer does not
agree that such market value is a fair price, such successor shall obtain two
quotations of market value from third parties actively engaged in the servicing
of single-family mortgage loans. The market value of the excess portion of the
Servicing Fee will then be equal to the average of (i) the lowest figure
obtained by NationsBanc Mortgage Corporation or Bank of America, FSB, as
applicable, and (ii) the highest figure obtained by the successor Servicer.
Payment of the amount calculated above shall be made to NationsBanc Mortgage
Corporation or Bank of America, FSB, as applicable, by the successor Servicer no
later than the last Business Day of the month in which such successor Servicer
becomes entitled to receive the Servicing Fee under this Agreement. In no event
will any portion of the Trust Estate be used to pay amounts due to NationsBanc
Mortgage Corporation or Bank of America, FSB, as applicable, under this Section
8.05(b).
(c) Any successor, including the Trustee, to a Servicer as
servicer shall during the term of its service as servicer maintain in force (i)
a policy or policies of insurance covering errors and omissions in the
performance of its obligations as servicer hereunder and (ii) a fidelity bond in
respect of its officers, employees and agents to the same extent as each
Servicer is so required pursuant to Section 3.03.
Section 8.06 Notification to Certificateholders. Upon any
termination or appointment of a successor to a Servicer pursuant to this Article
VIII, the Trustee shall give prompt written notice thereof to Certificateholders
at their respective addresses appearing in the Certificate Register and to each
Rating Agency.
ARTICLE IX
THE TRUSTEE
Section 9.01 Duties of Trustee.
(a) The Trustee, prior to the occurrence of an Event of Default
and after the curing or waiver of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement. In case an Event of Default has occurred of which a
Responsible Officer of the Trustee shall have actual knowledge (which has not
been cured or waived), the Trustee shall exercise such of the rights and powers
vested in it by this Agreement, and use the same degree of care and skill in
their exercise as a reasonably prudent investor would exercise or use under the
circumstances in the conduct of such investor's own affairs.
The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement.
(b) No provision of this Agreement shall be construed to relieve
the Trustee from liability for its own grossly negligent action, its own grossly
negligent failure to act or its own willful misfeasance; provided, however,
that:
(i) Prior to the occurrence of an Event of Default, and after
the curing or waiver of all such Events of Default which may have
occurred, the duties and obligations of the Trustee shall be determined
solely by the express provisions of this Agreement, the Trustee shall
not be liable except for the performance of such duties and obligations
as are specifically set forth in this Agreement, no implied covenants or
obligations shall be read into this Agreement against the Trustee and,
in the absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon any certificates or opinions
furnished to the Trustee by the Depositor or the Servicers and which on
their face, do not contradict the requirements of this Agreement;
(ii) The Trustee (in its individual capacity) shall not be
personally liable for an error of judgment made in good faith by a
Responsible Officer or Responsible Officers of the Trustee, unless it
shall be proved that the Trustee was grossly negligent in ascertaining
the pertinent facts;
(iii) The Trustee (in its individual capacity) shall not be
personally liable with respect to any action taken, suffered or omitted
to be taken by it in good faith in accordance with the direction of
Certificateholders as provided in Section 8.03;
(iv) The Trustee shall not be charged with knowledge of any
default (other than a default in payment to the Trustee) specified in
clauses (a) and (b) of Section 8.01 or an Event of Default under clauses
(c), (d) and (e) of Section 8.01 unless a Responsible Officer of the
Trustee assigned to and working in the Corporate Trust Office obtains
actual knowledge of such failure or event or any officer of the Trustee
receives written notice of such failure or event at its Corporate Trust
Office from a Servicer, the Depositor or any Certificateholder; and
(v) Except to the extent provided in Section 8.05, no
provision in this Agreement shall require the Trustee to expend or risk
its own funds (including, without limitation, the making of any Advance
as successor Servicer) or otherwise incur any personal financial
liability in the performance of any of its duties as Trustee hereunder,
or in the exercise of any of its rights or powers, if the Trustee shall
have reasonable grounds for believing that repayment of funds or
adequate indemnity against such risk or liability is not reasonably
assured to it.
Section 9.02 Certain Matters Affecting the Trustee.
Except as otherwise provided in Section 9.01:
(i) The Trustee may request and rely upon and shall be
protected in acting or refraining from acting upon any resolution,
Officer's Certificate, certificate of auditors or any other certificate,
statement, instrument, opinion, report, notice, request, consent, order,
appraisal, bond or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties;
(ii) The Trustee may consult with counsel and any Opinion of
Counsel shall be full and complete authorization and protection in
respect of any action taken or suffered or omitted by it hereunder in
good faith and in accordance with such Opinion of Counsel;
(iii) The Trustee shall be under no obligation to exercise any
of the trusts or powers vested in it by this Agreement or to institute,
conduct or defend any litigation hereunder or in relation hereto at the
request, order or direction of any of the Certificateholders, pursuant
to the provisions of this Agreement, unless such Certificateholders
shall have offered to the Trustee reasonable security or indemnity
against the costs, expenses and liabilities which may be incurred
therein or thereby; nothing contained herein shall, however, relieve the
Trustee of the obligation, upon the occurrence of an Event of Default
(which has not been cured or waived), to exercise such of the rights and
powers vested in it by this Agreement, and to use the same degree of
care and skill in their exercise as a prudent investor would exercise or
use under the circumstances in the conduct of such investor's own
affairs;
(iv) The Trustee shall not be personally liable for any action
taken, suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon
it by this Agreement;
(v) Prior to the occurrence of an Event of Default hereunder
and after the curing or waiving of all Events of Default which may have
occurred, the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval,
bond or other paper or document, unless requested in writing so to do by
Holders or Certificate or any Class evidencing, as to such Class,
Percentage Interests, aggregating not less than 50%; provided, however,
that if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making
of such investigation is, in the opinion of the Trustee, not reasonably
assured to the Trustee by the security afforded to it by the terms of
this Agreement, the Trustee may require reasonable indemnity against
such expense or liability or payment of such estimated expenses as a
condition to so proceeding; and
(vi) The Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or
through agents or attorneys.
Section 9.03 Trustee Not Liable for Certificates or Mortgage
Loans. The recitals contained herein and in the Certificates (other than the
execution of, and the counter-signature on the Certificates) shall be taken as
the statements of the Depositor or Servicers, as applicable, and the Trustee
assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Agreement or of the
Certificates or any Mortgage Loans save that the Trustee represents that,
assuming due execution and delivery by the other parties hereto, this Agreement
has been duly authorized, executed and delivered by it and constitutes its
legal, valid and binding obligation, enforceable against it in accordance with
its terms, subject, as to enforcement of remedies, to applicable insolvency,
receivership, moratorium and other laws affecting the rights of creditors
generally, and to general principles of equity and the discretion of the court
(regardless of whether enforcement of such remedies is considered in a
proceeding in equity or at law). The Trustee shall not be accountable for the
use or application by the Depositor of funds paid to the Depositor in
consideration of the assignment of the Mortgage Loans hereunder by the
Depositor, or for the use or application of any funds paid to Subservicers or
the Servicers in respect of the Mortgage Loans or deposited into the Servicer
Custodial Accounts, or any other account hereunder (other than the Certificate
Account) by a Servicer.
The Trustee shall at no time have any responsibility or liability
for or with respect to the legality, validity and enforceability of any Mortgage
or any Mortgage Loan, or the perfection and priority of any Mortgage or the
maintenance of any such perfection and priority or for or with respect to the
sufficiency of the Trust or its ability to generate the payments to be
distributed to Certificateholders under this Agreement, including, without
limitation: the existence, condition and ownership of any Mortgaged Property;
the existence and enforceability of any hazard insurance thereon (other than if
the Trustee shall assume the duties of a Servicer pursuant to Section 8.05 and
thereupon only for the acts or omissions of the successor Servicer); the
validity of the assignment of any Mortgage Loan to the Trustee or of any
intervening assignment; the completeness of any Mortgage Loan; the performance
or enforcement of any Mortgage Loan (other than if the Trustee shall assume the
duties of a Servicer pursuant to Section 8.05 and thereupon only for the acts or
omissions of the Trustee as successor Servicer); the compliance by the Depositor
or the Servicers with any warranty or representation made under this Agreement
or in any related document or the accuracy of any such warranty or
representation; any investment of monies by or at the direction of a Servicer or
any loss resulting therefrom, it being understood that the Trustee shall remain
responsible for any Trust property that it may hold in its individual capacity;
the acts or omissions of any of the Depositor, the Servicers (other than if the
Trustee shall assume the duties of a Servicer pursuant to Section 8.05 and
thereupon only for the acts or omissions of the Trustee as successor Servicer),
any Subservicer or any Mortgagor; any action of a Servicer (other than if the
Trustee shall assume the duties of a Servicer pursuant to Section 8.05 and
thereupon only for the acts or omissions of the Trustee as successor Servicer)
or any Subservicer taken in the name of the Trustee; the failure of a Servicer
or any Subservicer to act or perform any duties required of it as agent of the
Trustee hereunder; or any action by the Trustee taken at the instruction of a
Servicer (other than if the Trustee shall assume the duties of a Servicer
pursuant to Section 8.05 and thereupon only for the acts or omissions of the
Trustee as successor Servicer); provided, however, that the foregoing shall not
relieve the Trustee of its obligation to perform its duties under this
Agreement, including, without limitation, the Trustee's review of the Mortgage
Files pursuant to Section 2.02. The Trustee shall file any financing or
continuation statement in any public office at any time required to maintain the
perfection of any security interest or lien granted to it hereunder.
Section 9.04 Trustee May Own Certificates. The Trustee in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Trustee and may otherwise deal
with the Servicers, any Subservicer or any of their respective affiliates with
the same right it would have if it were not the Trustee.
Section 9.05 Eligibility Requirements for Trustee. The Trustee
hereunder shall at all times be (a) an institution the deposits of which are
fully insured by the FDIC and (b) a corporation or banking association organized
and doing business under the laws of the United States of America or of any
State, authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of not less than $50,000,000 and subject to
supervision or examination by Federal or State authority and (c) with respect to
every successor trustee hereunder either an institution (i) the long-term
unsecured debt obligations of which are rated at least "A" by S&P and "A" by
Fitch or (ii) whose serving as Trustee hereunder would not result in the
lowering of the ratings originally assigned to any Class of Certificates. The
Trustee shall not be an affiliate of the Depositor or either Servicer. If such
corporation or banking association publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section 9.05, the combined
capital and surplus of such corporation or banking association shall be deemed
to be its combined capital and surplus as set forth in its most recent report of
condition so published. In case at any time the Trustee shall cease to be
eligible in accordance with the provision of this Section 9.05, the Trustee
shall resign immediately in the manner and with the effect specified in Section
9.06.
Section 9.06 Resignation and Removal of Trustee. The Trustee may
at any time resign and be discharged from the trust hereby created by giving
written notice thereof to the Servicers and mailing a copy of such notice to all
Holders of record. The Trustee shall also mail a copy of such notice of
resignation to each Rating Agency. Upon receiving such notice of resignation,
the Servicers shall use their best efforts to promptly appoint a mutually
acceptable successor Trustee by written instrument, in duplicate, one copy of
which instrument shall be delivered to the resigning Trustee and one copy to the
successor Trustee. If no successor Trustee shall have been so appointed and
shall have accepted appointment within 30 days after the giving of such notice
of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee.
If at any time the Trustee shall cease to be eligible in
accordance with the provisions of Section 9.05 and shall fail to resign after
written request therefor by the Servicers, or if at any time the Trustee shall
become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a
receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then the
Servicers may remove the Trustee and appoint a successor trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor.
The Holders of Certificates evidencing not less than 50% of the
Voting Rights may at any time remove the Trustee by written instrument or
instruments delivered to the Servicers and the Trustee; the Servicers shall
thereupon use their best efforts to appoint a mutually acceptable successor
Trustee in accordance with this Section 9.06.
Any resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to any of the provisions of this Section 9.06 shall
become effective upon acceptance of appointment by the successor Trustee as
provided in Section 9.07.
Section 9.07 Successor Trustee. Any successor Trustee appointed
as provided in Section 9.06 shall execute, acknowledge and deliver to the
Servicers and to its predecessor Trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor Trustee shall become effective and such successor Trustee, without
any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor hereunder, with like
effect as if originally named as Trustee herein. The predecessor Trustee shall
duly assign, transfer, deliver and pay over to the successor Trustee the whole
of the Mortgage Files and related documents and statements held by it hereunder,
together with all instruments of transfer and assignment or other documents
properly executed as may be reasonably required to effect such transfer and such
of the records or copies thereof maintained by the predecessor Trustee in the
administration hereof as may be reasonably requested by the successor Trustee
and shall thereupon be discharged from all duties and responsibilities under
this Agreement; provided, however, that if the predecessor Trustee has been
terminated pursuant to the third paragraph of Section 9.06, all reasonable
expenses of the predecessor Trustee incurred in complying with this Section 9.07
shall be reimbursed by the Trust.
No successor Trustee shall accept appointment as provided in this
Section 9.07 unless at the time of such appointment such successor Trustee shall
be eligible under the provisions of Section 9.05.
Upon acceptance of appointment by a successor Trustee as provided
in this Section 9.07, the Servicers shall cooperate to mail notice of the
succession of such Trustee hereunder to all Holders of Certificates at their
addresses as shown in the Certificate Register and to each Rating Agency. If the
Servicers fail to mail such notice within ten days after acceptance of
appointment by the successor Trustee, the successor Trustee shall cause such
notice to be mailed at the expense of the Servicers.
Section 9.08 Merger or Consolidation of Trustee. Any corporation
or banking association into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation or banking association
resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation or banking association succeeding to all or
substantially all of the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, if such corporation or banking association
is eligible under the provisions of Section 9.05, without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.
Section 9.09 Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any of the provisions hereof, at any time, for the purpose of
meeting any legal requirements of any jurisdiction in which any Mortgaged
Property may at the time be located or for any other reason, the related
Servicer and the Trustee acting jointly shall have the power and shall execute
and deliver all instruments to appoint one or more Persons approved by the
Trustee as co-trustee or separate trustee of all or any part of the Trust
Estate, and to vest in such Person or Persons, in such capacity, such title to
the Trust Estate, or any part thereof, and, subject to the other provision of
this Section 9.09, such powers, duties, obligations, rights and trusts as such
Servicer and the Trustee may consider necessary or desirable. If a Servicer
shall not have joined in such appointment within ten days after the receipt by
it of a request to do so, the Trustee alone shall have the power to make such
appointment. No co-trustee or separate trustee hereunder shall be required to
meet the terms of eligibility as a successor Trustee under Section 9.05 and no
notice to Holders of Certificates of the appointment of co-trustee(s) or
separate trustee(s) shall be required under Section 9.07.
In the case of any appointment of a co-trustee or separate
trustee pursuant to this Section 9.09, all rights, powers, duties and
obligations conferred or imposed upon the Trustee shall be conferred or imposed
upon and exercised or performed by the Trustee and such separate trustee or
co-trustee jointly, except to the extent that under any law of any jurisdiction
in which any particular act or acts are to be performed (whether as Trustee
hereunder or as successor to a Servicer hereunder), the Trustee shall be
incompetent or unqualified to perform such act or acts, in which event such
rights, powers, duties and obligations (including the holding of title to the
Trust Estate or any portion thereof in any such jurisdiction) shall be exercised
and performed by such separate trustee or co-trustee at the direction of the
Trustee. No trustee hereunder shall be held personally liable by reason of any
act or omission of any other trustee hereunder; provided, however, that no
appointment of a co-trustee or separate trustee hereunder shall relieve the
Trustee of its obligations hereunder.
Any notice, request or other writing given to the Trustee shall
be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article IX. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Trustee or separately, as may be provided therein, subject to all the provisions
of this Agreement, specifically including every provision of this Agreement
relating to the conduct of, affecting the liability of, or affording protection
to, the Trustee. Every such instrument shall be filed with the Trustee.
Any separate trustee or co-trustee may, at any time, constitute
the Trustee, its agent or attorney-in-fact, with full power and authority, to
the extent not prohibited by law, to do any lawful act under or in respect of
this Agreement on its behalf and in its name. If any separate trustee or
co-trustee shall become incapable of acting, resign or be removed, or shall be
adjudged a bankrupt or insolvent, or a receiver of its property shall be
appointed, or any public officer shall take charge or control of such trustee or
co-trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, all of its estates, properties, rights, remedies
and trusts shall vest in and be exercised by the Trustee, to the extent
permitted by law, without the appointment of a new or successor trustee.
Section 9.10 Authenticating Agents. The Trustee may appoint one
or more authenticating agents ("Authenticating Agents") which shall be
authorized to act on behalf of the Trustee in authenticating or countersigning
Certificates. Initially, the Authenticating Agent shall be The Bank of New York.
Wherever reference is made in this Agreement to the authentication or
countersigning of Certificates by the Trustee or the Trustee's certificate of
authentication or countersigning, such reference shall be deemed to include
authentication or countersigning on behalf of the Trustee by an Authenticating
Agent and a certificate of authentication or countersignature executed on behalf
of the Trustee by an Authenticating Agent. Each Authenticating Agent must be
acceptable to the Servicers and must be a corporation or banking association
organized and doing business under the laws of the United States of America or
of any State, having a principal office and place of business in New York, New
York, having a combined capital and surplus of at least $15,000,000, authorized
under such laws to do a trust business and subject to supervision or examination
by Federal or State authorities.
Any corporation or banking association into which any
Authenticating Agent may be merged or converted or with which it may be
consolidated, or any corporation or banking association resulting from any
merger, conversion or consolidation to which any Authenticating Agent shall be a
party, or any corporation or banking association succeeding to the corporate
agency business of any Authenticating Agent, shall continue to be the
Authenticating Agent without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.
Any Authenticating Agent may at any time resign by giving written
notice of resignation to the Trustee and to the Servicers. The Trustee may at
any time terminate the agency of any Authenticating Agent by giving written
notice of termination to such Authenticating Agent and to the Servicers. Upon
receiving a notice of resignation or upon such a termination, or in case, at any
time any Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 9.10, the Trustee may appoint a successor
Authenticating Agent, shall give written notice of such appointment to the
Servicers and shall mail notice of such appointment to all Certificateholders.
Any successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers, duties and responsibilities of
its predecessor hereunder, with like effect as if originally named as
Authenticating Agent.
Section 9.11 Trustee's Fees and Expenses. The Trustee, as
compensation for its activities hereunder, shall be entitled to receive on each
Distribution Date an amount equal to the Trustee Fee for such Distribution Date
pursuant to Section 5.02(a). The Trustee and any director, officer, employee or
agent of the Trustee shall be indemnified by the Trust and held harmless against
any loss, liability or expense (including reasonable attorney's fees) (a)
incurred in connection with any claim or legal action relating to (i) this
Agreement, (ii) the Certificates, or (iii) the performance of any of the
Trustee's duties hereunder, other than any loss, liability or expense incurred
by reason of willful misfeasance, bad faith or gross negligence in the
performance of any of the Trustee's duties hereunder, (b) resulting from any tax
or information return which was prepared by, or should have been prepared by,
the related Servicer and (c) arising out of the transfer of any Private
Certificate not in compliance with ERISA. Such indemnity shall survive the
termination of this Agreement or the resignation or removal of the Trustee
hereunder. Without limiting the foregoing, except as otherwise agreed upon in
writing by the Depositor and the Trustee, and except for any such expense,
disbursement or advance as may arise from the Trustee's gross negligence, bad
faith or willful misconduct, the Trust shall reimburse the Trustee for all
reasonable expenses, disbursements and advances incurred or made by the Trustee
in accordance with any of the provisions of this Agreement to the extent
permitted by Treasury Regulations Section 1.860G-1(b)(3)(ii) and (iii);
provided, however, that the Depositor and the Trustee intend to enter into a
separate agreement for custody-related services. Except as otherwise provided
herein, the Trustee shall not be entitled to payment or reimbursement for any
routine ongoing expenses incurred by the Trustee in the ordinary course of its
duties as Trustee, Certificate Registrar or Paying Agent hereunder or for any
other expenses.
Section 9.12 [Reserved]
Section 9.13 Paying Agents. The Trustee may appoint one or more
Paying Agents (each, a "Paying Agent") which shall be authorized to act on
behalf of the Trustee in making withdrawals from the Certificate Account and
distributions to Certificateholders as provided in Section 3.08 and Section
5.02. Wherever reference is made in this Agreement to the withdrawal from the
Certificate Account by the Trustee, such reference shall be deemed to include
such a withdrawal on behalf of the Trustee by a Paying Agent. Initially, the
Paying Agent shall be The Bank of New York. Whenever reference is made in this
Agreement to a distribution by the Trustee or the furnishing of a statement to
Certificateholders by the Trustee, such reference shall be deemed to include
such a distribution or furnishing on behalf of the Trustee by a Paying Agent.
Each Paying Agent shall provide to the Trustee such information concerning the
Certificate Account as the Trustee shall request from time to time. Each Paying
Agent must be reasonably acceptable to the Servicers and must be a corporation
or banking association organized and doing business under the laws of the United
States of America or of any state, having (except in the case of the Trustee) a
principal office and place of business in New York, New York, having a combined
capital and surplus of at least $15,000,000, authorized under such laws to do a
trust business and subject to supervision or examination by federal or state
authorities.
Any corporation into which any Paying Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which any Paying Agent shall be
a party, or any corporation succeeding to the corporate agency business of any
Paying Agent, shall continue to be the Paying Agent provided that such
corporation after the consummation of such merger, conversion, consolidation or
succession meets the eligibility requirements of this Section 9.13.
Any Paying Agent may at any time resign by giving written notice
of resignation to the Trustee and to the Servicers; provided that the Paying
Agent has returned to the Certificate Account or otherwise accounted, to the
reasonable satisfaction of the Trustee, for all amounts it has withdrawn from
the Certificate Account. The Trustee may, upon prior written approval of the
Servicers, at any time terminate the agency of any Paying Agent by giving
written notice of termination to such Paying Agent and to the Servicers. Upon
receiving a notice of resignation or upon such a termination, or in case at any
time any Paying Agent shall cease to be eligible in accordance with the
provisions of the first paragraph of this Section 9.13, the Trustee may appoint,
upon prior written approval of the Servicers, a successor Paying Agent, shall
give written notice of such appointment to the Servicers and shall mail notice
of such appointment to all Certificateholders. Any successor Paying Agent upon
acceptance of its appointment hereunder shall become vested with all rights,
powers, duties and responsibilities of its predecessor hereunder, with like
effect as if originally named as Paying Agent. The Trustee shall remain liable
for any duties and obligations assumed by its appointed Paying Agent.
Section 9.14 Limitation of Liability. The Certificates are
executed by the Trustee, not in its individual capacity but solely as Trustee of
the Trust, in the exercise of the powers and authority conferred and vested in
it by this Agreement. Each of the undertakings and agreements made on the part
of the Trustee in the Certificates is made and intended not as a personal
undertaking or agreement by the Trustee but is made and intended for the purpose
of binding only the Trust.
Section 9.15 Trustee May Enforce Claims Without Possession of
Certificates. All rights of action and claims under this Agreement or the
Certificates may be prosecuted and enforced by the Trustee without the
possession of any of the Certificates or the production thereof in any
proceeding relating thereto, and such preceding instituted by the Trustee shall
be brought in its own name or in its capacity as Trustee. Any recovery of
judgment shall, after provision for the payment of the reasonable compensation,
expenses, disbursement and advances of the Trustee, its agents and counsel, be
for the ratable benefit of the Certificateholders in respect of which such
judgment has been recovered.
Section 9.16 Suits for Enforcement. In case an Event of Default
or other default by a Servicer or the Depositor hereunder shall occur and be
continuing, the Trustee, in its discretion, may proceed to protect and enforce
its rights and the rights of the Holders of Certificates under this Agreement by
a suit, action or proceeding in equity or at law or otherwise, whether for the
specific performance of any covenant or agreement contained in this Agreement or
in aid of the execution of any power granted in this Agreement or for the
enforcement of any other legal, equitable or other remedy, as the Trustee, being
advised by counsel, shall deem most effectual to protect and enforce any of the
rights of the Trustee and the Certificateholders.
Section 9.17 Waiver of Bond Requirement. The Trustee shall be
relieved of, and each Certificateholder hereby waives, any requirement of any
jurisdiction in which the Trust, or any part thereof, may be located that the
Trustee post a bond or other surety with any court, agency or body whatsoever.
Section 9.18 Waiver of Inventory, Accounting and Appraisal
Requirement. The Trustee shall be relieved of, and each Certificateholder hereby
waives, any requirement of any jurisdiction in which the Trust, or any part
thereof, may be located that the Trustee file any inventory, accounting or
appraisal of the Trust with any court, agency or body at any time or in any
manner whatsoever.
Section 9.19 Year 2000 Compliance. The Trustee warrants that it
will use commercially reasonable efforts to ensure that the computer software
and hardware systems ("Systems") that are owned by the Trustee and used to
provide the services are 2000 Compliant or will be made 2000 Compliant before
December 31, 1999. With respect to software that the Trustee licenses from third
parties and uses in providing the services ("Third Party Software"), the Trustee
warrants that it has used or will use commercially reasonable efforts to test
the same by September 30, 1999 to certify, in accordance with the Trustee's
standard practices, that the Third Party Software is 2000 Compliant. If the
Trustee cannot certify any Third Party Software as 2000 Compliant, the Trustee
will use commercially reasonable efforts to replace such Third Party Software
with software that is warranted or certified by its vendor as 2000 Compliant, if
such replacement is available, compatible with the Trustee's Systems and deemed
by the Trustee as appropriate under the circumstances. In the event that the
Trustee uses third party service providers to provide the services or any
portion thereof ("Third Party Services"), the Trustee warrants that it has in
place a program under which it will use commercially reasonable efforts to
contact such service providers and obtain from them assurances that the Systems
that they use in providing services are 2000 Compliant. Notwithstanding the
foregoing, the Trustee cannot and does not warrant that the Systems, Third Party
Software or Third Party Services will continue to interface with the hardware,
firmware, software (including operating systems), records or data used by the
third parties. As used herein, the term "2000 Compliant" means that the Systems,
Third Party Software and Third Party Services will function without material
error caused by the introduction of dates falling on or after January 1, 2000.
ARTICLE X
TERMINATION
Section 10.01 Termination upon Purchase by the Depositor or
Liquidation of All Mortgage Loans. Subject to Section 10.02, the respective
obligations and responsibilities of the Depositor, the Servicers and the Trustee
created hereby (other than the obligation of Trustee to make certain payments to
Certificateholders after the Final Distribution Date and to send certain notices
as hereinafter set forth and the obligations of the Trustee pursuant to Sections
5.04(b) and 5.05(b)) shall terminate upon the last action required to be taken
by the Trustee on the Final Distribution Date pursuant to this Article X
following the earlier of (a) the purchase by the Depositor of all Mortgage Loans
and all REO Property remaining in the Trust Estate at a price equal to the sum
of (i) 100% of the Stated Principal Balance of each Mortgage Loan (other than
any Mortgage Loan as to which REO Property has been acquired and whose fair
market value is included pursuant to clause (ii) below) and (ii) the fair market
value of such REO Property (as determined by the Depositor as of the close of
business on the third Business Day next preceding the date upon which notice of
any such termination is furnished to Certificateholders pursuant to the third
paragraph of this Article X), plus any Class Unpaid Interest Shortfall for any
Class of Certificates as well as one month's interest at the related Mortgage
Rate on the Stated Principal Balance of each Mortgage Loan (including any
Mortgage Loan as to which REO Property has been acquired) or (b) the final
payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Estate or the disposition of all REO
Property; provided, however, that in no event shall the Trust created hereby
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of 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 Mortgage Loans
pursuant to (a) above is conditioned upon the Pool Stated Principal Balance as
of the Final Distribution Date being less than 10% of the Cut-Off Date Pool
Principal Balance. If such right is exercised, the Trustee shall, promptly
following payment of the purchase price, release to the Depositor or its
designee the Mortgage Files pertaining to the Mortgage Loans being purchased.
Notice of any termination, specifying the Final Distribution Date
(which shall be a date that would otherwise be a Distribution Date) upon which
the Certificateholders may surrender their Certificates to the Trustee for
payment of the final distribution and for cancellation, shall be given promptly
by the Depositor (if exercising its right to purchase the assets of the Trust)
or by the Trustee (in any other case) by letter to Certificateholders mailed not
earlier than the 15th day and not later than the 25th day of the month next
preceding the month of such final distribution specifying (1) the Final
Distribution Date upon which final payment of the Certificates will be made upon
presentation and surrender of Certificates at the office or agency of the
Trustee therein designated, (2) the amount of any such final payment and (3)
that the Record Date otherwise applicable to such Distribution Date is not
applicable, payments being made only upon presentation and surrender of the
Certificates at the office or agency of the Trustee therein specified. If the
Depositor is obligated to give notice to Certificateholders as aforesaid, it
shall give such notice to the Trustee and the Certificate Registrar at the time
such notice is given to Certificateholders. In the event such notice is given by
the Depositor, the Depositor shall deposit in the Certificate Account on or
before the Final Distribution Date in immediately available funds an amount
equal to the amount necessary to make the amount, if any, on deposit in the
Certificate Account on the Final Distribution Date equal to the purchase price
for the related assets of the Trust computed as above provided together with a
statement as to the amount to be distributed on each Class of Certificates
pursuant to the next succeeding paragraph.
Upon presentation and surrender of the Certificates, the Trustee
shall cause to be distributed to Certificateholders of each Class, in the order
set forth in Section 5.02 hereof, on the final Distribution Date and in
proportion to their respective Percentage Interests, with respect to
Certificateholders of the same Class, an amount equal to (i) as to each Class of
Certificates, the Class Certificate Balance thereof plus (a) accrued interest
thereon in the case of an interest bearing Certificate and (b) the Class A-PO
Deferred Amount with respect to the Class A-PO Certificates, and (II) as to the
Class A-R Certificate, the amounts, if any, which remain on deposit in the
Certificate Account (other than the amounts retained to meet claims) after
application pursuant to clause (i) above.
If all of the Certificateholders do not surrender their
Certificates for final payment and cancellation on or before the Final
Distribution Date, the Trustee shall on such date cause all funds in the
Certificate Account not distributed in final distribution to Certificateholders
to continue to be held by the Trustee in an Eligible Account for the benefit of
such Certificateholders and the Depositor (if it exercised its right to purchase
the assets of the Trust Estate) or the Trustee (in any other case) shall give a
second written notice to the remaining Certificateholders to surrender their
Certificates for cancellation and receive the final distribution with respect
thereto. If within one year after the second notice all the Certificates shall
not have been surrendered for cancellation, the Trustee may take appropriate
steps, or may appoint an agent to take appropriate steps, to contact the
remaining Certificateholders concerning surrender of their Certificates, and the
cost thereof shall be paid out of the funds on deposit in such Eligible Account.
Section 10.02 Additional Termination Requirements.
(a)If the Depositor exercises its purchase option as provided in
Section 10.01, the Trust shall be terminated in accordance with the following
additional requirements, unless the Trustee has received an Opinion of Counsel
to the effect that the failure of the Trust to comply with the requirements of
this Section 10.02 will not (i) result in the imposition of taxes on "prohibited
transactions" of the Trust as defined in Section 860F of the Code, or (ii) cause
the Trust Estate to fail to qualify as a REMIC at any time that any Certificates
are outstanding:
(i) within 90 days prior to the Final Distribution Date set
forth in the notice given by the Depositor under Section 10.01, the
Trustee shall sell all of the assets of the Trust Estate to the
Depositor for cash; and
(ii)the notice given by the Depositor or the Trustee pursuant
to Section 10.01 shall provide that such notice constitutes the adopting
of a plan of complete liquidation of the REMIC as of the date of such
notice (or, if earlier, the date on which such notice was mailed to
Certificateholders). The Trustee shall also specify such date in the
final tax return of the REMIC.
(b)By their acceptance of the Residual Certificate, the Holder
thereof hereby agrees to take such other action in connection with such plan of
complete liquidation as may be reasonably requested by the Depositor.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment. This Agreement may be amended from time
to time by the Depositor, the Servicers and the Trustee without the consent of
any of the Certificateholders, (i) to cure any ambiguity or mistake, (ii) to
correct or supplement any provisions herein or therein which may be inconsistent
with any other provisions herein or therein, (iii) to modify, eliminate or add
to any of its provisions to such extent as shall be necessary to maintain the
qualification of the Trust Estate as a REMIC at all times that any Certificates
are outstanding or to avoid or minimize the risk of the imposition of any tax on
the REMIC pursuant to the Code that would be a claim against the Trust Estate,
provided that (a) the Trustee has received an Opinion of Counsel to the effect
that such action is necessary or desirable to maintain such qualification or to
avoid or minimize the risk of the imposition of any such tax and (b) such action
shall not, as evidenced by such Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder, (iv) to change the
timing and/or nature of deposits into the Certificate Account provided that (a)
such change shall not, as evidenced by an Opinion of Counsel, adversely affect
in any material respect the interests of any Certificateholder and (b) such
change shall not adversely affect the then-current rating of the Senior
Certificates, the Class B-1 Certificates, the Class B-2 Certificates, the Class
B-3 Certificates, the Class B-4 Certificates or the Class B-5 Certificates as
evidenced by a letter from each Rating Agency rating such Certificates to such
effect and (v) to make any other provisions with respect to matters or questions
arising under this Agreement which shall not be materially inconsistent with the
provisions of this Agreement, provided that such action shall not, as evidenced
by an Opinion of Counsel, adversely affect in any material respect the interests
of any Certificateholder, provided that the amendment shall not be deemed to
adversely affect in any material respect the interests of the Certificateholders
and no Opinion of Counsel to that effect shall be required if the Person
requesting the amendment obtains a letter from each Rating Agency stating that
the amendment would not result in the downgrading or withdrawal of the
respective ratings then assigned to the Certificates.
This Agreement may also be amended from time to time by the
Depositor, the Servicers and the Trustee, with the consent of the Holders of
Certificates of each Class of Certificates which is affected by such amendment,
evidencing, as to each such Class of Certificates, Percentage Interests
aggregating not less than 66-2/3%, for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of this Agreement
or of modifying in any manner the rights of the Holders of such Certificates;
provided, however, that no such amendment shall (A) reduce in any manner the
amount of, or delay the timing of, collections of payments on Mortgage Loans or
distributions which are required to be made on any Certificate without the
consent of the Holder of such Certificate or (B) reduce the aforesaid percentage
required to consent to any such amendment, without the consent of the Holders of
all Certificates then Outstanding.
Prior to the solicitation of consent of Certificateholders in
connection with any such amendment, the party seeking such amendment shall
furnish the Trustee with an Opinion of Counsel stating whether such amendment
would adversely affect the qualification of the Trust Estate as a REMIC and
notice of the conclusion expressed in such Opinion of Counsel shall be included
with any such solicitation. An amendment made with the consent of all
Certificateholders and executed in accordance with this Section 11.01 shall be
permitted or authorized by this Agreement notwithstanding that such Opinion of
Counsel may conclude that such amendment would adversely affect the
qualification of the Trust Estate as a REMIC.
Promptly after the execution of any such amendment or consent the
Trustee shall furnish written notification of the substance of or a copy of such
amendment to each Certificateholder and to each Rating Agency.
It shall not be necessary for the consent of Certificateholders
under this Section 11.01 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable requirements as the Trustee may prescribe.
Section 11.02 Recordation of Agreement. This Agreement is subject
to recordation in all appropriate public offices for real property records in
all the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by either
Servicer and at its expense on direction by the Trustee, who will act at the
direction of Holders of Certificates evidencing not less than 50% of all Voting
Rights, but only upon direction of the Trustee accompanied by an Opinion of
Counsel to the effect that such recordation materially and beneficially affects
the interests of Certificateholders.
For the purpose of facilitating the recordation of this Agreement
as herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 11.03 Limitation on Rights of Certificateholders. The
death or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
commence any proceeding in any court for a partition or winding up of the Trust,
nor otherwise affect the rights, obligations and liabilities of the parties
hereto or any of them.
No Certificateholder shall have any right to vote (except as
provided herein) or in any manner otherwise control the operation and management
of the Trust, or the obligations of the parties hereto, nor shall anything
herein set forth, or contained in the terms of the Certificates, be construed so
as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any
third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
No Certificateholder shall have any right by virtue or by
availing itself of any provisions of this Agreement to institute any suit,
action or proceeding in equity or at law upon or under or with respect to this
Agreement, unless such Holder previously shall have given to the Trustee a
written notice of default and of the continuance thereof, as provided herein,
and unless also the Holders of Certificates evidencing Percentage Interests
aggregating not less than 25% of each Class of Certificates affected thereby
shall have made written request upon the Trustee to institute such action, suit
or proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby, and the Trustee, for 60 days
after its receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding; it being
understood and intended, and being expressly covenanted by each
Certificateholder with every other Certificateholder and the Trustee, that no
one or more Holders of Certificates shall have any right in any manner whatever
by virtue or by availing itself or themselves of any provisions of this
Agreement to affect, disturb or prejudice the rights of the Holders of any other
of the Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder, or to enforce any right under this Agreement, except
in the manner herein provided and for the equal, ratable and common benefit of
all Certificateholders. For the protection and enforcement of the provisions of
this Section 11.03, each and every Certificateholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.
Section 11.04 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT APPLICATION OF THE
CONFLICTS OF LAWS PROVISIONS THEREOF, AND THE OBLIGATIONS, RIGHTS AND REMEDIES
OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 11.05 Notices. All demands, notices, instructions,
directions, requests and communications required to be delivered hereunder shall
be in writing and shall be deemed to have been duly given if personally
delivered at or mailed by certified mail, return receipt requested, (provided,
however, that notices to the Trustee shall be deemed effective upon receipt) to
(a) in the case of the Depositor, Bank of America Mortgage Securities, Inc., 000
Xxxxxxxxxx Xxxxxx, Xxxxx Xxxxx #0, Xxxx #0000, Xxx Xxxxxxxxx, California 94104,
Attention: Xxxxxxx Xxxxxxxx, (b) in the case of the NMC Servicer, NationsBanc
Mortgage Corporation, 000 Xxxx Xxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx
00000, Attention: Servicing Manager, with a copy to: NationsBanc Mortgage
Corporation, 000 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx
00000, Attention: General Counsel and Treasurer, (c) in the case of the BA
Servicer, Bank of America, FSB, 00000 Xxxxxx Xxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx
00000, Attention: Xxxxx Xxxx, (d) in the case of the Trustee, 000 Xxxxxxx Xxxxxx
- 00X, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust - MBS Group (Fax:
(000) 000-0000), (d) in the case of S&P, Standard & Poor's, a division of The
XxXxxx-Xxxx Companies, Inc., 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn:
Mortgage Surveillance Group, and (e) in the case of Fitch, Fitch IBCA, 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 Servicers and the Trustee
have caused this Agreement to be duly executed by their respective officers
thereunto duly authorized to be hereunto affixed, all as of the day and year
first above written.
BANK OF AMERICA MORTGAGE SECURITIES, INC.,
as Depositor
By:
-------------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
NATIONSBANC MORTGAGE CORPORATION,
as Servicer
By:
-------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President
BANK OF AMERICA, FSB,
as Servicer
By:
-------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
THE BANK OF NEW YORK,
as Trustee
By:
-------------------------------------
Name: Xxxxx Xxxxxxx
Title: Assistant Vice President
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 24th day of June, 1999, before me, a notary public in and
for the State of New York, personally appeared Xxxxx Xxxxxxx, known to me who,
being by me duly sworn, did depose and say that she is an Assistant Vice
President of The Bank of New York, a New York banking corporation, one of the
parties that executed the foregoing instrument; and that she signed her name
thereto by order of the Board of Directors of such corporation.
---------------------------------------
Notary Public
[Notarial Seal]
My commission expires ____________.
STATE OF NORTH CAROLINA )
) ss.:
COUNTY OF MECKLENBURG )
On the 24th day of June, 1999, 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 a Vice
President of NationsBanc Mortgage Corporation, a Texas corporation, one of the
parties that executed the foregoing instrument; and that he signed his name
thereto by order of the Board of Directors of such corporation.
---------------------------------------
Notary Public
[Notarial Seal]
My commission expires ____________.
STATE OF NORTH CAROLINA )
) ss.:
COUNTY OF MECKLENBURG )
On the 24th day of June, 1999, before me, a notary public in and
for the State of North Carolina, personally appeared Xxxxxxx Xxxxxxxx, known to
me who, being by me duly sworn, did depose and say that he is an Vice President
of Bank of America, FSB, a federal savings bank, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of such corporation.
---------------------------------------
Notary Public
[Notarial Seal]
My commission expires ____________.
STATE OF NORTH CAROLINA )
) ss.:
COUNTY OF MECKLENBURG )
On the 24th day of June, 1999, before me, a notary public in and
for the State of North Carolina, personally appeared Xxxxxx Xxxxxx, known to me
who, being by me duly sworn, did depose and say that she is the Vice President
of Bank of America Mortgage Securities, Inc. a Delaware corporation, one of the
parties that executed the foregoing instrument; and that she signed her name
thereto by order of the Board of Directors of such corporation.
---------------------------------------
Notary Public
[Notarial Seal]
My commission expires ____________.
EXHIBIT A-1
[FORM OF FACE OF CLASS A-1 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-7
Class A-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THE AMOUNT SET FORTH BELOW.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-7
Class A-1
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: June 1, 1999
First Distribution Date: July 26, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $71,133,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 000000 XX 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 June 24, 1999 (the "Pooling
and Servicing Agreement"), among the Depositor, NationsBanc Mortgage
Corporation, as servicer, Bank of America, FSB, as servicer (together with
NationsBanc Mortgage Corporation, the "Servicers"), and The Bank of New York, as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicers or the
Trustee referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on June 24, 1999, and based on its issue price
of 98.22778%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance, is issued with original issue
discount ("OID") for federal income tax purposes. Assuming that this Certificate
pays in accordance with projected cash flows reflecting the prepayment
assumption of 275% PSA (as defined in the Prospectus Supplement dated June 17,
1999 with respect to the offering of the Class A Certificates and the Class B-1,
Class B-2 and Class B-3 Certificates) used to price this Certificate: (i) the
amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 1.77222222%; and (ii) the annual yield to maturity
of this Certificate, compounded monthly, is approximately 7.07%. There is no
short first accrual period.
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
[FORM OF FACE OF CLASS A-2 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-7
Class A-2
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THE AMOUNT SET FORTH BELOW.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-7
Class A-2
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: June 1, 1999
First Distribution Date: July 26, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $15,000,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 FN 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 June 24, 1999 (the "Pooling
and Servicing Agreement"), among the Depositor, NationsBanc Mortgage
Corporation, as servicer, Bank of America, FSB, as servicer (together with
NationsBanc Mortgage Corporation, the "Servicers"), and The Bank of New York, as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicers or the
Trustee referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-3
[FORM OF FACE OF CLASS A-3 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-7
Class A-3
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THE AMOUNT SET FORTH BELOW.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-7
Class A-3
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: June 1, 1999
First Distribution Date: July 26, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $108,160,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 FP 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 June 24, 1999 (the "Pooling
and Servicing Agreement"), among the Depositor, NationsBanc Mortgage
Corporation, as servicer, Bank of America, FSB, as servicer (together with
NationsBanc Mortgage Corporation, the "Servicers"), and The Bank of New York, as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicers or the
Trustee referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on June 24, 1999, and based on its issue price
of 97.97778%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance, is issued with original issue
discount ("OID") for federal income tax purposes. Assuming that this Certificate
pays in accordance with projected cash flows reflecting the prepayment
assumption of 275% PSA (as defined in the Prospectus Supplement dated June 17,
1999 with respect to the offering of the Class A Certificates and the Class B-1,
Class B-2 and Class B-3 Certificates) used to price this Certificate: (i) the
amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 2.02222222%; and (ii) the annual yield to maturity
of this Certificate, compounded monthly, is approximately 7.15%. There is no
short first accrual period.
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-4
[FORM OF FACE OF CLASS A-4 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-7
Class A-4
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THE AMOUNT SET FORTH BELOW.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-7
Class A-4
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: June 1, 1999
First Distribution Date: July 26, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $20,000,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 FQ 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 June 24, 1999 (the "Pooling
and Servicing Agreement"), among the Depositor, NationsBanc Mortgage
Corporation, as servicer, Bank of America, FSB, as servicer (together with
NationsBanc Mortgage Corporation, the "Servicers"), and The Bank of New York, as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicers or the
Trustee referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on June 24, 1999, and based on its issue price
of 95.82153%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance, is issued with original issue
discount ("OID") for federal income tax purposes. Assuming that this Certificate
pays in accordance with projected cash flows reflecting the prepayment
assumption of 275% PSA (as defined in the Prospectus Supplement dated June 17,
1999 with respect to the offering of the Class A Certificates and the Class B-1,
Class B-2 and Class B-3 Certificates) used to price this Certificate: (i) the
amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 4.17847222%; and (ii) the annual yield to maturity
of this Certificate, compounded monthly, is approximately 7.46%. There is no
short first accrual period.
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-5
[FORM OF FACE OF CLASS A-5 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-7
Class A-5
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THE AMOUNT SET FORTH BELOW.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-7
Class A-5
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: June 1, 1999
First Distribution Date: July 26, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $4,459,000.00
Pass-Through Rate: 7.000%
CUSIP No.: 060506 FR 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 June 24, 1999 (the "Pooling
and Servicing Agreement"), among the Depositor, NationsBanc Mortgage
Corporation, as servicer, Bank of America, FSB, as servicer (together with
NationsBanc Mortgage Corporation, the "Servicers"), and The Bank of New York, as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicers or the
Trustee referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-6
[FORM OF FACE OF CLASS A-6 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-7
Class A-6
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THE AMOUNT SET FORTH BELOW.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-7
Class A-6
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: June 1, 1999
First Distribution Date: July 26, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $3,776,000.00
Pass-Through Rate: 7.000%
CUSIP No.: 060506 FS 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 June 24, 1999 (the "Pooling
and Servicing Agreement"), among the Depositor, NationsBanc Mortgage
Corporation, as servicer, Bank of America, FSB, as servicer (together with
NationsBanc Mortgage Corporation, the "Servicers"), and The Bank of New York, as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicers or the
Trustee referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-7
[FORM OF FACE OF CLASS A-7 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-7
Class A-7
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THE AMOUNT SET FORTH BELOW.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-7
Class A-7
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: June 1, 1999
First Distribution Date: July 26, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $2,650,000.00
Pass-Through Rate: 7.000%
CUSIP No.: 060506 FT 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 June 24, 1999 (the "Pooling
and Servicing Agreement"), among the Depositor, NationsBanc Mortgage
Corporation, as servicer, Bank of America, FSB, as servicer (together with
NationsBanc Mortgage Corporation, the "Servicers"), and The Bank of New York, as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicers or the
Trustee referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-8
[FORM OF FACE OF CLASS A-8 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-7
Class A-8
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THE AMOUNT SET FORTH BELOW.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-7
Class A-8
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: June 1, 1999
First Distribution Date: July 26, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $2,309,000.00
Pass-Through Rate: 7.000%
CUSIP No.: 060506 FU 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 June 24, 1999 (the "Pooling
and Servicing Agreement"), among the Depositor, NationsBanc Mortgage
Corporation, as servicer, Bank of America, FSB, as servicer (together with
NationsBanc Mortgage Corporation, the "Servicers"), and The Bank of New York, as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicers or the
Trustee referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-9
[FORM OF FACE OF CLASS A-9 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-7
Class A-9
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THE AMOUNT SET FORTH BELOW.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-7
Class A-9
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: June 1, 1999
First Distribution Date: July 26, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,823,000.00
Pass-Through Rate: 7.000%
CUSIP No.: 060506 FV 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 June 24, 1999 (the "Pooling
and Servicing Agreement"), among the Depositor, NationsBanc Mortgage
Corporation, as servicer, Bank of America, FSB, as servicer (together with
NationsBanc Mortgage Corporation, the "Servicers"), and The Bank of New York, as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicers or the
Trustee referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-10
[FORM OF FACE OF CLASS A-10 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-7
Class A-10
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THE AMOUNT SET FORTH BELOW.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-7
Class A-10
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: June 1, 1999
First Distribution Date: July 26, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,551,000.00
Pass-Through Rate: 7.000%
CUSIP No.: 060506 FW 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 June 24, 1999 (the "Pooling
and Servicing Agreement"), among the Depositor, NationsBanc Mortgage
Corporation, as servicer, Bank of America, FSB, as servicer (together with
NationsBanc Mortgage Corporation, the "Servicers"), and The Bank of New York, as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicers or the
Trustee referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-11
[FORM OF FACE OF CLASS A-11 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-7
Class A-11
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THE AMOUNT SET FORTH BELOW.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-7
Class A-11
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: June 1, 1999
First Distribution Date: July 26, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,245,000.00
Pass-Through Rate: 7.000%
CUSIP No.: 060506 FX 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 June 24, 1999 (the "Pooling and Servicing
Agreement"), among the Depositor, NationsBanc Mortgage Corporation, as servicer,
Bank of America, FSB, as servicer (together with NationsBanc Mortgage
Corporation, the "Servicers"), and The Bank of New York, as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicers or the
Trustee referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-12
[FORM OF FACE OF CLASS A-12 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-7
Class A-12
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THE AMOUNT SET FORTH BELOW.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-7
Class A-12
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: June 1, 1999
First Distribution Date: July 26, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $808,000.00
Pass-Through Rate: 7.000%
CUSIP No.: 060506 GS 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 June 24, 1999 (the "Pooling
and Servicing Agreement"), among the Depositor, NationsBanc Mortgage
Corporation, as servicer, Bank of America, FSB, as servicer (together with
NationsBanc Mortgage Corporation, the "Servicers"), and The Bank of New York, as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicers or the
Trustee referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-13
[FORM OF FACE OF CLASS A-13 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-7
Class A-13
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THE AMOUNT SET FORTH BELOW.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-7
Class A-13
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: June 1, 1999
First Distribution Date: July 26, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,363,000.00
Pass-Through Rate: 7.000%
CUSIP No.: 060506 FY 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 June 24, 1999 (the "Pooling
and Servicing Agreement"), among the Depositor, NationsBanc Mortgage
Corporation, as servicer, Bank of America, FSB, as servicer (together with
NationsBanc Mortgage Corporation, the "Servicers"), and The Bank of New York, as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicers or the
Trustee referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-14
[FORM OF FACE OF CLASS A-14 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-7
Class A-14
[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 1999-7
Class A-14
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: June 1, 1999
First Distribution Date: July 26, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $553,929.00
Pass-Through Rate: 7.000%
CUSIP No.: 060506 FZ 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 June 24, 1999 (the "Pooling
and Servicing Agreement"), among the Depositor, NationsBanc Mortgage
Corporation, as servicer, Bank of America, FSB, as servicer (together with
NationsBanc Mortgage Corporation, the "Servicers"), and The Bank of New York, as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicers or the
Trustee referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-15
[FORM OF FACE OF CLASS A-15 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-7
Class A-15
[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 1999-7
Class A-15
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: June 1, 1999
First Distribution Date: July 26, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $2,090,000.00
Pass-Through Rate: 7.000%
CUSIP No.: 060506 GA 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 June 24, 1999 (the "Pooling
and Servicing Agreement"), among the Depositor, NationsBanc Mortgage
Corporation, as servicer, Bank of America, FSB, as servicer (together with
NationsBanc Mortgage Corporation, the "Servicers"), and The Bank of New York, as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicers or the
Trustee referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-16
[FORM OF FACE OF CLASS A-16 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-7
Class A-16
[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 1999-7
Class A-16
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: June 1, 1999
First Distribution Date: July 26, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,665,000.00
Pass-Through Rate: Step Coupon
CUSIP No.: 060506 GB 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 June 24, 1999 (the "Pooling
and Servicing Agreement"), among the Depositor, NationsBanc Mortgage
Corporation, as servicer, Bank of America, FSB, as servicer (together with
NationsBanc Mortgage Corporation, the "Servicers"), and The Bank of New York, as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicers or the
Trustee referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
During the first twelve Interest Accrual Periods, the Pass-Through Rate
shall be 8.000% per annum. After that time, the Pass-Through Rate shall be
7.000%.
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-17
[FORM OF FACE OF CLASS A-17 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-7
Class A-17
[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 1999-7
Class A-17
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: June 1, 1999
First Distribution Date: July 26, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,053,000.00
Pass-Through Rate: 7.250%
CUSIP No.: 060506 GC 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 June 24, 1999 (the "Pooling
and Servicing Agreement"), among the Depositor, NationsBanc Mortgage
Corporation, as servicer, Bank of America, FSB, as servicer (together with
NationsBanc Mortgage Corporation, the "Servicers"), and The Bank of New York, as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicers or the
Trustee referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-18
[FORM OF FACE OF CLASS A-18 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-7
Class A-18
[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 1999-7
Class A-18
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: June 1, 1999
First Distribution Date: July 26, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,776,000.00
Pass-Through Rate: 7.250%
CUSIP No.: 060506 GD 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 June 24, 1999 (the "Pooling
and Servicing Agreement"), among the Depositor, NationsBanc Mortgage
Corporation, as servicer, Bank of America, FSB, as servicer (together with
NationsBanc Mortgage Corporation, the "Servicers"), and The Bank of New York, as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicers or the
Trustee referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-19
[FORM OF FACE OF CLASS A-19 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-7
Class A-19
[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 1999-7
Class A-19
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: June 1, 1999
First Distribution Date: July 26, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $13,867,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 GE 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 June 24, 1999 (the "Pooling
and Servicing Agreement"), among the Depositor, NationsBanc Mortgage
Corporation, as servicer, Bank of America, FSB, as servicer (together with
NationsBanc Mortgage Corporation, the "Servicers"), and The Bank of New York, as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicers or the
Trustee referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on June 24, 1999, and based on its issue price
of 95.85278%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance, is issued with original issue
discount ("OID") for federal income tax purposes. Assuming that this Certificate
pays in accordance with projected cash flows reflecting the prepayment
assumption of 275% PSA (as defined in the Prospectus Supplement dated June 17,
1999 with respect to the offering of the Class A Certificates and the Class B-1,
Class B-2 and Class B-3 Certificates) used to price this Certificate: (i) the
amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 4.14722222%; and (ii) the annual yield to maturity
of this Certificate, compounded monthly, is approximately 7.47%. There is no
short first accrual period.
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-20
[FORM OF FACE OF CLASS A-20 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-7
Class A-20
[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 1999-7
Class A-20
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: June 1, 1999
First Distribution Date: July 26, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $125,000,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 GF 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 June 24, 1999 (the "Pooling
and Servicing Agreement"), among the Depositor, NationsBanc Mortgage
Corporation, as servicer, Bank of America, FSB, as servicer (together with
NationsBanc Mortgage Corporation, the "Servicers"), and The Bank of New York, as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicers or the
Trustee referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on June 24, 1999, and based on its issue price
of 98.16528%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance, is issued with original issue
discount ("OID") for federal income tax purposes. Assuming that this Certificate
pays in accordance with projected cash flows reflecting the prepayment
assumption of 275% PSA (as defined in the Prospectus Supplement dated June 17,
1999 with respect to the offering of the Class A Certificates and the Class B-1,
Class B-2 and Class B-3 Certificates) used to price this Certificate: (i) the
amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 1.83472222%; and (ii) the annual yield to maturity
of this Certificate, compounded monthly, is approximately 7.08%. There is no
short first accrual period.
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-21
[FORM OF FACE OF CLASS A-21 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-7
Class A-21
[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 1999-7
Class A-21
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: June 1, 1999
First Distribution Date: July 26, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $19,401,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 GG 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 June 24, 1999 (the "Pooling
and Servicing Agreement"), among the Depositor, NationsBanc Mortgage
Corporation, as servicer, Bank of America, FSB, as servicer (together with
NationsBanc Mortgage Corporation, the "Servicers"), and The Bank of New York, as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicers or the
Trustee referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on June 24, 1999, and based on its issue price
of 92.60278%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance, is issued with original issue
discount ("OID") for federal income tax purposes. Assuming that this Certificate
pays in accordance with projected cash flows reflecting the prepayment
assumption of 275% PSA (as defined in the Prospectus Supplement dated June 17,
1999 with respect to the offering of the Class A Certificates and the Class B-1,
Class B-2 and Class B-3 Certificates) used to price this Certificate: (i) the
amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 7.39722222%; and (ii) the annual yield to maturity
of this Certificate, compounded monthly, is approximately 7.63%. There is no
short first accrual period.
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-22
[FORM OF FACE OF CLASS A-22 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-7
Class A-22
[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 1999-7
Class A-22
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: June 1, 1999
First Distribution Date: July 26, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $4,088,006.00
CUSIP No.: 060506 GH 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 June 24, 1999 (the "Pooling
and Servicing Agreement"), among the Depositor, NationsBanc Mortgage
Corporation, as servicer, Bank of America, FSB, as servicer (together with
NationsBanc Mortgage Corporation, the "Servicers"), and The Bank of New York, as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicers or the
Trustee referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
This Class A-22 Certificate represents the right to receive principal
only.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on June 24, 1999, at an issue price of
48.00000% and a stated redemption price at maturity equal to its initial
principal balance, and is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% PSA (as
defined in the Prospectus Supplement dated June 17, 1999 with respect to the
offering of the Class A Certificates and the Class B-1, Class B-2 and Class B-3
Certificates) used to price this Certificate: (i) the amount of OID as a
percentage of the initial principal balance of this Certificate is approximately
52.00000000%; and (ii) the annual yield to maturity of this Certificate,
compounded monthly, is approximately 6.02%.
There is no short first accrual period.
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-23
[FORM OF FACE OF CLASS A-23 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-7
Class A-23
[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 1999-7
Class A-23
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: June 1, 1999
First Distribution Date: July 26, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $10,373,962.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 GJ 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 June 24, 1999 (the "Pooling
and Servicing Agreement"), among the Depositor, NationsBanc Mortgage
Corporation, as servicer, Bank of America, FSB, as servicer (together with
NationsBanc Mortgage Corporation, the "Servicers"), and The Bank of New York, as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicers or the
Trustee referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on June 24, 1999, and based on its issue price
of 91.29028%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance, is issued with original issue
discount ("OID") for federal income tax purposes. Assuming that this Certificate
pays in accordance with projected cash flows reflecting the prepayment
assumption of 275% PSA (as defined in the Prospectus Supplement dated June 17,
1999 with respect to the offering of the Class A Certificates and the Class B-1,
Class B-2 and Class B-3 Certificates) used to price this Certificate: (i) the
amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 8.70972222%; and (ii) the annual yield to maturity
of this Certificate, compounded monthly, is approximately 7.38%. There is no
short first accrual period.
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-24
[FORM OF FACE OF CLASS A-24 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-7
Class A-24
[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 1999-7
Class A-24
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: June 1, 1999
First Distribution Date: July 26, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $48,000,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 GK 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 June 24, 1999 (the "Pooling
and Servicing Agreement"), among the Depositor, NationsBanc Mortgage
Corporation, as servicer, Bank of America, FSB, as servicer (together with
NationsBanc Mortgage Corporation, the "Servicers"), and The Bank of New York, as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicers or the
Trustee referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on June 24, 1999, and based on its issue price
of 94.04028%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance, is issued with original issue
discount ("OID") for federal income tax purposes. Assuming that this Certificate
pays in accordance with projected cash flows reflecting the prepayment
assumption of 275% PSA (as defined in the Prospectus Supplement dated June 17,
1999 with respect to the offering of the Class A Certificates and the Class B-1,
Class B-2 and Class B-3 Certificates) used to price this Certificate: (i) the
amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 5.95972222%; and (ii) the annual yield to maturity
of this Certificate, compounded monthly, is approximately 7.30%. There is no
short first accrual period.
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-25
[FORM OF FACE OF CLASS A-25 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-7
Class A-25
[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 1999-7
Class A-25
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: June 1, 1999
First Distribution Date: July 26, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $16,405,103.00
Pass-Through Rate: 7.250%
CUSIP No.: 060506 GL 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 June 24, 1999 (the "Pooling
and Servicing Agreement"), among the Depositor, NationsBanc Mortgage
Corporation, as servicer, Bank of America, FSB, as servicer (together with
NationsBanc Mortgage Corporation, the "Servicers"), and The Bank of New York, as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicers or the
Trustee referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-PO
[FORM OF FACE OF CLASS A-PO CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-7
Class A-PO
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THE AMOUNT SET FORTH BELOW.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-7
Class A-PO
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: June 1, 1999
First Distribution Date: July 26, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $203,733.00
CUSIP No.: 060506 GM 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 June 24, 1999 (the "Pooling
and Servicing Agreement"), among the Depositor, NationsBanc Mortgage
Corporation, as servicer, Bank of America, FSB, as servicer (together with
NationsBanc Mortgage Corporation, the "Servicers"), and The Bank of New York, as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicers or the
Trustee referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
This Class A-PO Certificate represents the right to receive principal
only.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on June 24, 1999, at an issue price of
55.25000% and a stated redemption price at maturity equal to its initial
principal balance, and is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% PSA (as
defined in the Prospectus Supplement dated June 17, 1999 with respect to the
offering of the Class A Certificates and the Class B-1, Class B-2 and Class B-3
Certificates) used to price this Certificate: (i) the amount of OID as a
percentage of the initial principal balance of this Certificate is approximately
44.75000000%; and (ii) the annual yield to maturity of this Certificate,
compounded monthly, is approximately 11.77%.
There is no short first accrual period.
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-R
[FORM OF FACE OF CLASS A-R CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-7
Class A-R
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
THIS CLASS A-R CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY
EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW WHICH IS SIMILAR
TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), OR A PERSON ACTING ON BEHALF OF
OR INVESTING ASSETS OF A PLAN.
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN TAX RELATED TRANSFER
RESTRICTIONS DESCRIBED HEREIN AND IN THE POOLING AND SERVICING AGREEMENT. ANY
ATTEMPTED OR PURPORTED TRANSFER OF THIS RESIDUAL CERTIFICATE IN VIOLATION OF
SUCH RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN
THE PURPORTED TRANSFEREE.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-7
Class A-R
evidencing a 100% Percentage Interest in the distributions allocable to the
Certificate of the above-referenced Class with respect to a Trust consisting
primarily of a pool of mortgage loans (the "Mortgage Loans") secured by first
liens on one- to four-family residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: June 1, 1999
First Distribution Date: July 26, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $100.00
Initial Class Certificate
Balance of this Class: $100.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 GN 6
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 June 24, 1999 (the
"Pooling and Servicing Agreement"), among the Depositor, NationsBanc Mortgage
Corporation, as servicer, Bank of America, FSB, as servicer (together with
NationsBanc Mortgage Corporation, the "Servicers"), and The Bank of New York, as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicers or the
Trustee referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Any distribution of the proceeds of any remaining assets of the
Certificate Account will be made only upon presentment and surrender of this
Class A-R Certificate at the Corporate Trust Office.
Each Person who has or who acquires this Class A-R Certificate shall be
deemed by the acceptance or acquisition thereof to have agreed to be bound by
the following provisions and the rights of each Person acquiring this Class A-R
Certificate are expressly subject to the following provisions: (i) each Person
holding or acquiring this Class A-R Certificate shall be a Permitted Transferee
and shall promptly notify the Trustee of any change or impending change in its
status as a Permitted Transferee; (ii) no Person shall acquire an ownership
interest in this Class A-R Certificate unless such ownership interest is a pro
rata undivided interest; (iii) in connection with any proposed transfer of this
Class A-R Certificate, the Trustee shall require delivery to it, in form and
substance satisfactory to it, of an affidavit in the form of Exhibit I to the
Pooling and Servicing Agreement; (iv) notwithstanding the delivery of an
affidavit by a proposed transferee under clause (iii) above, if a Responsible
Officer of the Trustee has actual knowledge that the proposed transferee is not
a Permitted Transferee, no transfer of any Ownership Interest in this Residual
Certificate to such proposed transferee shall be effected; (v) this Residual
Certificate may not be purchased by or transferred to any Person that is not a
U.S. Person, unless (A) such Person holds this Residual Certificate in
connection with the conduct of a trade or business within the United States and
furnishes the transferor and the Trustee with an effective Internal Revenue
Service Form 4224 or (B) the transferee delivers to both the transferor and the
Trustee an Opinion of Counsel from a nationally-recognized tax counsel to the
effect that such transfer is in accordance with the requirements of the Code and
the regulations promulgated thereunder and that such transfer of this Residual
Certificate will not be disregarded for federal income tax purposes; (vi) any
attempted or purported transfer of this Class A-R Certificate in violation of
the provisions of such restrictions shall be absolutely null and void and shall
vest no rights in the purported transferee; and (vii) if any Person other than a
Permitted Transferee acquires the Class A-R Certificate in violation of such
restrictions, then the Trustee, based on information provided to the Trustee by
the Servicers, will provide to the Internal Revenue Service, and to the Persons
specified in Section 860E(e)(3) and (6) of the Code, information needed to
compute the tax imposed under Section 860E(e) of the Code on transfers of
residual interests to disqualified organizations.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT B-1
[FORM OF FACE OF CLASS B-1 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-7
Class B-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THE AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICERS, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT RESULT IN THE ASSETS OF
THE TRUST BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA, THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT
THE DEPOSITOR, THE SERVICERS OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
TRUSTEE. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR
PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND
VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-7
Class B-1
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: June 1, 1999
First Distribution Date: July 26, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $12,001,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 GP 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 June 24, 1999 (the "Pooling
and Servicing Agreement"), among the Depositor, NationsBanc Mortgage
Corporation, as servicer, Bank of America, FSB, as servicer (together with
NationsBanc Mortgage Corporation, the "Servicers"), and The Bank of New York, as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicers or the
Trustee referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on June 24, 1999, and based on its issue price
of 93.25903%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance, is issued with original issue
discount ("OID") for federal income tax purposes. Assuming that this Certificate
pays in accordance with projected cash flows reflecting the prepayment
assumption of 275% PSA (as defined in the Prospectus Supplement dated June 17,
1999 with respect to the offering of the Class A Certificates and the Class B-1,
Class B-2 and Class B-3 Certificates) used to price this Certificate: (i) the
amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 6.74097222%; and (ii) the annual yield to maturity
of this Certificate, compounded monthly, is approximately 7.45%. There is no
short first accrual period.
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
[FORM OF FACE OF CLASS B-2 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-7
Class B-2
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THE AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A AND CLASS
B-1 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICERS, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT RESULT IN THE ASSETS OF
THE TRUST BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA, THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT
THE DEPOSITOR, THE SERVICERS OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
TRUSTEE. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR
PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND
VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-7
Class B-2
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: June 1, 1999
First Distribution Date: July 26, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $3,751,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 GQ 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 June 24, 1999 (the "Pooling
and Servicing Agreement"), among the Depositor, NationsBanc Mortgage
Corporation, as servicer, Bank of America, FSB, as servicer (together with
NationsBanc Mortgage Corporation, the "Servicers"), and The Bank of New York, as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicers or the
Trustee referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on June 24, 1999, and based on its issue price
of 91.85278%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance, is issued with original issue
discount ("OID") for federal income tax purposes. Assuming that this Certificate
pays in accordance with projected cash flows reflecting the prepayment
assumption of 275% PSA (as defined in the Prospectus Supplement dated June 17,
1999 with respect to the offering of the Class A Certificates and the Class B-1,
Class B-2 and Class B-3 Certificates) used to price this Certificate: (i) the
amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 8.14722222%; and (ii) the annual yield to maturity
of this Certificate, compounded monthly, is approximately 7.67%. There is no
short first accrual period.
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-3
[FORM OF FACE OF CLASS B-3 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-7
Class B-3
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THE AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS B-1
AND CLASS B-2 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICERS, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT RESULT IN THE ASSETS OF
THE TRUST BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA, THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT
THE DEPOSITOR, THE SERVICERS OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
TRUSTEE. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR
PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND
VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-7
Class B-3
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: June 1, 1999
First Distribution Date: July 26, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,751,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 GR 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 June 24, 1999 (the "Pooling
and Servicing Agreement"), among the Depositor, NationsBanc Mortgage
Corporation, as servicer, Bank of America, FSB, as servicer (together with
NationsBanc Mortgage Corporation, the "Servicers"), and The Bank of New York, as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicers or the
Trustee referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on June 24, 1999, and based on its issue price
of 86.57153%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance, is issued with original issue
discount ("OID") for federal income tax purposes. Assuming that this Certificate
pays in accordance with projected cash flows reflecting the prepayment
assumption of 275% PSA (as defined in the Prospectus Supplement dated June 17,
1999 with respect to the offering of the Class A Certificates and the Class B-1,
Class B-2 and Class B-3 Certificates) used to price this Certificate: (i) the
amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 13.42847222%; and (ii) the annual yield to maturity
of this Certificate, compounded monthly, is approximately 8.50%. There is no
short first accrual period.
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-4
[FORM OF FACE OF CLASS B-4 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-7
Class B-4
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THE AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS B-1,
CLASS B-2 AND CLASS B-3 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICERS, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT RESULT IN THE ASSETS OF
THE TRUST BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA, THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT
THE DEPOSITOR, THE SERVICERS OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
TRUSTEE. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR
PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND
VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-7
Class B-4
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: June 1, 1999
First Distribution Date: July 26, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,751,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 FJ 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 June 24, 1999 (the "Pooling
and Servicing Agreement"), among the Depositor, NationsBanc Mortgage
Corporation, as servicer, Bank of America, FSB, as servicer (together with
NationsBanc Mortgage Corporation, the "Servicers"), and The Bank of New York, as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound. Principal in respect of this
Certificate is distributable monthly as set forth in the Pooling and Servicing
Agreement. Accordingly, the Certificate Balance of this Certificate at any time
may be less than the Certificate Balance as set forth herein. This Certificate
does not evidence an obligation of, or an interest in, and is not guaranteed by
the Depositor, the Servicers or the Trustee referred to below or any of their
respective affiliates. Neither this Certificate nor the Mortgage Loans are
guaranteed or insured by any governmental agency or instrumentality.
No transfer of a Certificate of this Class shall be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended (the "1933 Act"), and any applicable state securities laws or
is made in accordance with the 1933 Act and such laws. In the event of any such
transfer, (i) unless the transfer is made in reliance on Rule 144A under the
1933 Act, the Trustee or the Depositor may require a written Opinion of Counsel
(which may be in-house counsel) acceptable to and in form and substance
reasonably satisfactory to the Trustee and the Depositor that such transfer may
be made pursuant to an exemption, describing the applicable exemption and the
basis therefor, from the 1933 Act and such laws or is being made pursuant to the
1933 Act and such laws, which Opinion of Counsel shall not be an expense of the
Trustee or the Depositor and (ii) the Trustee shall require a certificate from
the Certificateholder desiring to effect such transfer substantially in the form
attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate
from such Certificateholder's prospective transferee substantially in the form
attached to the Pooling and Servicing Agreement either as Exhibit G-2A or as
Exhibit G-2B, which certificates shall not be an expense of the Trustee or the
Depositor; provided that the foregoing requirements under clauses (i) and (ii)
shall not apply to a transfer of a Private Certificate between or among the
Depositor, the Seller, their affiliates or both. The Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on June 24, 1999, and based on its issue price
of 71.44653%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance, is issued with original issue
discount ("OID") for federal income tax purposes. Assuming that this Certificate
pays in accordance with projected cash flows reflecting the prepayment
assumption of 275% PSA (as defined in the Prospectus Supplement dated June 17,
1999 with respect to the offering of the Class A Certificates and the Class B-1,
Class B-2 and Class B-3 Certificates) used to price this Certificate: (i) the
amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 28.55347222%; and (ii) the annual yield to maturity
of this Certificate, compounded monthly, is approximately 11.38%. There is no
short first accrual period.
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-5
[FORM OF FACE OF CLASS B-5 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-7
Class B-5
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THE AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS B-1,
CLASS B-2, CLASS B-3 AND CLASS B-4 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICERS, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT RESULT IN THE ASSETS OF
THE TRUST BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA, THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT
THE DEPOSITOR, THE SERVICERS OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
TRUSTEE. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR
PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND
VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-7
Class B-5
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: June 1, 1999
First Distribution Date: July 26, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,001,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 FK 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 June 24, 1999 (the "Pooling
and Servicing Agreement"), among the Depositor, NationsBanc Mortgage
Corporation, as servicer, Bank of America, FSB, as servicer (together with
NationsBanc Mortgage Corporation, the "Servicers"), and The Bank of New York, as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicers or the
Trustee referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
No transfer of a Certificate of this Class shall be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended (the "1933 Act"), and any applicable state securities laws or
is made in accordance with the 1933 Act and such laws. In the event of any such
transfer, (i) unless the transfer is made in reliance on Rule 144A under the
1933 Act, the Trustee or the Depositor may require a written Opinion of Counsel
(which may be in-house counsel) acceptable to and in form and substance
reasonably satisfactory to the Trustee and the Depositor that such transfer may
be made pursuant to an exemption, describing the applicable exemption and the
basis therefor, from the 1933 Act and such laws or is being made pursuant to the
1933 Act and such laws, which Opinion of Counsel shall not be an expense of the
Trustee or the Depositor and (ii) the Trustee shall require a certificate from
the Certificateholder desiring to effect such transfer substantially in the form
attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate
from such Certificateholder's prospective transferee substantially in the form
attached to the Pooling and Servicing Agreement either as Exhibit G-2A or as
Exhibit G-2B, which certificates shall not be an expense of the Trustee or the
Depositor; provided that the foregoing requirements under clauses (i) and (ii)
shall not apply to a transfer of a Private Certificate between or among the
Depositor, the Seller, their affiliates or both. The Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on June 24, 1999, and based on its issue price
of 55.35278%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance, is issued with original issue
discount ("OID") for federal income tax purposes. Assuming that this Certificate
pays in accordance with projected cash flows reflecting the prepayment
assumption of 275% PSA (as defined in the Prospectus Supplement dated June 17,
1999 with respect to the offering of the Class A Certificates and the Class B-1,
Class B-2 and Class B-3 Certificates) used to price this Certificate: (i) the
amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 44.64722222%; and (ii) the annual yield to maturity
of this Certificate, compounded monthly, is approximately 15.63%. There is no
short first accrual period.
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-6
[FORM OF FACE OF CLASS B-6 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-7
Class B-6
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THE AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS B-1,
CLASS B-2, CLASS B-3, CLASS B-4 AND CLASS B-5 CERTIFICATES AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICERS, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT RESULT IN THE ASSETS OF
THE TRUST BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA, THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT
THE DEPOSITOR, THE SERVICERS OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
TRUSTEE. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR
PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND
VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1999-7
Class B-6
evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: June 1, 1999
First Distribution Date: July 26, 1999
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,001,096.23
Pass-Through Rate: 6.500%
CUSIP No.: 060506 FL 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 June 24, 1999 (the "Pooling
and Servicing Agreement"), among the Depositor, NationsBanc Mortgage
Corporation, as servicer, Bank of America, FSB, as servicer (together with
NationsBanc Mortgage Corporation, the "Servicers"), and The Bank of New York, as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicers or the
Trustee referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
No transfer of a Certificate of this Class shall be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended (the "1933 Act"), and any applicable state securities laws or
is made in accordance with the 1933 Act and such laws. In the event of any such
transfer, (i) unless the transfer is made in reliance on Rule 144A under the
1933 Act, the Trustee or the Depositor may require a written Opinion of Counsel
(which may be in-house counsel) acceptable to and in form and substance
reasonably satisfactory to the Trustee and the Depositor that such transfer may
be made pursuant to an exemption, describing the applicable exemption and the
basis therefor, from the 1933 Act and such laws or is being made pursuant to the
1933 Act and such laws, which Opinion of Counsel shall not be an expense of the
Trustee or the Depositor and (ii) the Trustee shall require a certificate from
the Certificateholder desiring to effect such transfer substantially in the form
attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate
from such Certificateholder's prospective transferee substantially in the form
attached to the Pooling and Servicing Agreement either as Exhibit G-2A or as
Exhibit G-2B, which certificates shall not be an expense of the Trustee or the
Depositor; provided that the foregoing requirements under clauses (i) and (ii)
shall not apply to a transfer of a Private Certificate between or among the
Depositor, the Seller, their affiliates or both. The Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on June 24, 1999, and based on its issue price
of 23.91528%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance, is issued with original issue
discount ("OID") for federal income tax purposes. Assuming that this Certificate
pays in accordance with projected cash flows reflecting the prepayment
assumption of 275% PSA (as defined in the Prospectus Supplement dated June 17,
1999 with respect to the offering of the Class A Certificates and the Class B-1,
Class B-2 and Class B-3 Certificates) used to price this Certificate: (i) the
amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 76.08472222%; and (ii) the annual yield to maturity
of this Certificate, compounded monthly, is approximately 35.02%. There is no
short first accrual period.
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; provided, however, that in the case of the Class A-8, Class A-10,
Class A-15 or Class A-16 Certificates, distributions of principal to which such
Class is entitled will be made to the Holders of such Class as described in
Section 5.09 of the Pooling and Servicing Agreement. The final distribution on
each Certificate will be made in like manner, but only upon presentation and
surrender of such Certificate to the Trustee as contemplated by Section 10.01 of
the Pooling and Servicing Agreement.
The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Trustee and the rights of the Certificateholders under the
Pooling and Servicing Agreement at any time by the Depositor, the Servicers and
the Trustee with the consent of the Holders of Certificates affected by such
amendment evidencing the requisite Percentage Interest, as provided in the
Pooling and Servicing Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Pooling and Servicing Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register of the Trustee upon surrender of this Certificate
for registration of transfer at the Corporate Trust Office accompanied by a
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations and evidencing the same aggregate
Percentage Interest in the Trust will be issued to the designated transferee or
transferees.
The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Pooling and Servicing Agreement. As
provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations and evidencing the
same aggregate Percentage Interest, as requested by the Holder surrendering the
same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Depositor, the Servicers, the Certificate Registrar and the Trustee
and any agent of the Depositor, the Servicers, the Certificate Registrar or the
Trustee may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and none of the Depositor, the Servicers, the
Certificate Registrar, the Trustee or any such agent shall be affected by any
notice to the contrary.
On any Distribution Date on which the Pool Stated Principal Balance is
less than 10% of the Cut-Off Date Pool Principal Balance, the Depositor will
have the option to repurchase, in whole, from the Trust all remaining Mortgage
Loans and all property acquired in respect of the Mortgage Loans at a purchase
price determined as provided in the Pooling and Servicing Agreement. In the
event that no such optional termination occurs, the obligations and
responsibilities created by the Pooling and Servicing Agreement will terminate
upon the later of the maturity or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan remaining in the Trust or the disposition of
all property in respect thereof and the distribution to Certificateholders of
all amounts required to be distributed pursuant to the Pooling and Servicing
Agreement. In no event shall the Trust created by the Pooling and Servicing
Agreement continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of 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
BA MORTGAGE LOAN SCHEDULE
BA, FSB
Settlement 6/24/1999
BANK OF AMERICA MORTGAGE SECURITIES, SERIES 1999-7
LOAN# CITY ST ZIP OCC PROP TERM LTV RATE FIRSTPAYDT MAT DT PANDI
----- ---- -- --- --- ---- ---- --- ---- ---------- ------ -----
21418446 XXXX XXXXXX XX 0000 Primary SFR 330 89.9 7.5 1/1/99 6/1/26 2475.94
5000004548 XXXXXXX XX 00000 Primary SFR 360 80.0 7.125 6/1/99 5/1/29 4123.16
5000007632 XXXXXX XX 00000 Primary PUD 360 72.7 7.75 7/1/99 6/1/29 2865.65
5000008598 XXXXXXX XX 0000 Primary SFR 360 71.0 6.625 7/1/99 6/1/29 2785.36
5000008952 WARREN NJ 7059 Primary SFR 360 60.0 7.25 6/1/99 5/1/29 4911.67
5000009109 XXXXXXXX XX 0000 Primary SFR 360 80.0 7.25 7/1/99 6/1/29 889.56
5000009588 WEST WINDSO VT 5089 Secondary SFR 360 69.9 7.125 6/1/99 5/1/29 3368.6
5000009679 XXXXXXXXXX XX 0000 Primary SFR 360 60.0 7.25 6/1/99 5/1/29 613.96
5000009828 XXXXXX XX 00000 Primary SFR 360 72.0 7.5 6/1/99 5/1/29 2587.1
5000011212 XXXXX XXXXX XX 00000 Primary SFR 360 75.0 7.25 6/1/99 5/1/29 2046.53
5000011626 WEST HARTFO CT 6107 Primary SFR 360 80.0 7 6/1/99 5/1/29 2198.16
5000014471 XXXXX XXXXX XX 00000 Primary SFR 360 80.0 7.5 6/1/99 5/1/29 1817.96
5000021054 LEXINGTON MA 2420 Primary SFR 360 78.7 7.5 7/1/99 6/1/29 1678.12
5000037027 XXXXXXXXX XX 00000 Primary SFR 360 65.7 6.625 6/1/99 5/1/29 3681.79
5000038785 WAYNE NJ 7470 Primary SFR 360 66.6 7 6/1/99 5/1/29 2681.17
5000043611 XXXXXXXXXX XX 00000 Primary SFR 360 80.0 7.25 6/1/99 5/1/29 1800.95
5000044114 XXXXXXXX XX XX 00000 Primary SFR 360 76.9 7.125 6/1/99 5/1/29 2358.01
5000044213 XXXXXXXXX XX 00000 Primary SFR 360 64.8 7.25 6/1/99 5/1/29 1855.52
5000044221 XXXXXXXXXX XX 00000 Primary SFR 360 68.2 7.125 6/1/99 5/1/29 1953.79
5000044429 XXX XXXX XX 00000 Primary PUD 360 79.1 7.375 6/1/99 5/1/29 3522.45
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65793111 XXX XXXXXXX XX 00000 Primary SFR 360 75.0 7.25 6/1/99 5/1/29 1867.46
6580233317 XXXXXXXXX XX 0000 Primary SFR 360 68.7 7 6/1/99 5/1/29 2741.05
65851579 XXXXXX XX 00000 Primary PUD 360 80.0 7.5 6/1/99 5/1/29 2208.96
6585396366 XXXXXXXXXX XX 00000 Primary SFR 360 66.4 7.25 7/1/99 6/1/29 2626.38
6585922500 XXXXXXXXX XX 00000 Primary SFR 360 48.5 7.375 7/1/99 6/1/29 2762.71
65864174 XXXX XXXXX XX 00000 Primary SFR 360 94.1 6.875 6/1/99 5/1/29 1576.63
6586639293 XXXXXX XXXX XX 00000 Primary SFR 360 80.0 7 7/1/99 6/1/29 1916.08
65870654 NORTH ANDOV MA 1845 Primary SFR 360 90.0 7 6/1/99 5/1/29 2245.4
65964781 XXX XXXXXXX XX 00000 Primary SFR 360 70.0 6.875 6/1/99 5/1/29 1839.41
0000000000 XXXXXXXXXX XX 00000 Primary SFR 360 75.5 7 7/1/99 6/1/29 2561.42
66131154 XXX XXXXXX XX 00000 Primary SFR 360 80.0 6.875 6/1/99 5/1/29 2364.95
66133173 XXXXXXX XXX XX 00000 Primary SFR 360 76.9 7.25 7/1/99 6/1/29 2728.71
6618106147 XXXX XXXX XX 00000 Primary SFR 360 79.6 6.875 7/1/99 6/1/29 4270.04
66249279 XXXXXX XX 00000 Primary SFR 360 92.7 6.75 6/1/99 5/1/29 1556.64
66316634 XXXXXXXXXX XX 00000 Primary PUD 360 90.0 7 6/1/99 5/1/29 1577.1
6637285070 XXXXXXXX XX 00000 Primary PUD 360 70.9 7.25 7/1/99 6/1/29 2152.27
66373786 XXXXXXX XXX XX 00000 Primary PUD 360 62.4 6.75 7/1/99 6/1/29 2918.7
6638362522 XXXXXX XX 0000 Primary SFR 360 83.9 7.75 6/1/99 5/1/29 1862.68
66389496 XXXXXXX XX 00000 Primary PUD 360 90.0 8.125 6/1/99 5/1/29 2646.84
66390702 XXXXXXX XXX XX 00000 Primary SFR 360 80.0 6.875 7/1/99 6/1/29 1839.41
66397219 XXXXXXXXXX XX 0000 Primary SFR 360 85.0 7 7/1/99 6/1/29 2261.37
6643312322 XXXXX XXXX XX 00000 Primary SFR 360 64.4 7.25 6/1/99 5/1/29 3076.62
6650219808 XXXXXXX XX 00000 Primary PUD 360 80.0 7.375 7/1/99 6/1/29 2900.84
6650223990 XXXXXXXX XX 00000 Primary SFR 360 75.0 6.875 6/1/99 5/1/29 2941.4
66504937 XXX XXXXX XX 00000 Primary SFR 360 65.3 7.125 6/1/99 5/1/29 3974.94
0000000000 DARIEN CT 6820 Primary SFR 360 70.0 7.125 7/1/99 6/1/29 2516.01
66507499 XXXXXXXXXX XX 00000 Primary PUD 360 60.2 7 7/1/99 6/1/29 3991.82
6657546864 XXXXXXXXX XX 00000 Primary SFR 360 80.0 7 6/1/99 5/1/29 3137.57
66653011 XXXXXXX XX 00000 Primary PUD 360 85.0 6.625 6/1/99 5/1/29 1891.54
6679932928 XXX XXXXX XX 00000 Primary PUD 360 80.0 7.25 7/1/99 6/1/29 1828.24
6683773631 XXX XXXXXXX XX 00000 Investor 2-Family 360 66.6 7.625 6/1/99 5/1/29 2831.18
6689349089 XXXXXXXXXX XX 0000 Primary SFR 360 69.1 7.25 7/1/99 6/1/29 1814.59
6692019620 XXX XXXXXXX XX 00000 Primary SFR 360 70.0 7.25 7/1/99 6/1/29 1910.1
66952018 XXX XXXX XX 00000 Primary Co-Op 300 61.8 6.875 6/1/99 5/1/24 1930.51
0000000000 XX(XXXXX XX XX 00000 Primary SFR 360 60.3 7.375 6/1/99 5/1/29 2748.89
6709548520 XXXXXXX XXX XX 00000 Primary SFR 360 80.0 7 7/1/99 6/1/29 2325.9
0000000000 XXXXXX XXXX XX 00000 Primary SFR 360 26.5 8 7/1/99 6/1/29 476.95
6709750407 XXX XXXXXXX XX 00000 Primary SFR 360 42.2 7.125 6/1/99 5/1/29 2021.16
6716048514 XXX XXXXXXX XX 00000 Primary SFR 360 80.0 6.875 6/1/99 5/1/29 2364.95
6722873830 XXXXXXX XXX XX 00000 Primary SFR 360 87.0 7.25 7/1/99 6/1/29 1691.8
6725543240 XXXX XXXXXX XX 00000 Primary PUD 360 80.0 6.625 6/1/99 5/1/29 1690.43
6735254200 XXXXXXXX XX 00000 Primary SFR 360 69.1 7.375 6/1/99 5/1/29 3094.23
6738121398 XXXXXX XX 00000 Primary SFR 360 76.9 6.875 7/1/99 6/1/29 3284.65
6739526868 XXXXXXX XX 0000 Primary 2-Family 360 84.0 7.25 7/1/99 6/1/29 2319.4
6739802954 XXX XXXXXXX XX 00000 Primary 2-Family 360 80.0 7.25 6/1/99 5/1/29 4273.16
6747701792 XXXXXXX XXX XX 00000 Secondary SFR 360 46.6 7.25 7/1/99 6/1/29 3022.05
0000000000 XXXX XX 00000 Primary SFR 360 80.0 7 6/1/99 5/1/29 1735.11
6751791036 XXXXXX XX 00000 Primary SFR 360 88.3 6.875 6/1/99 5/1/29 1727.73
6755686539 XXX XXXXX XX 00000 Primary SFR 360 68.6 7.25 6/1/99 5/1/29 1872.57
6760735719 XXXXXXXXXXX XX 00000 Primary SFR 360 80.0 7.25 7/1/99 6/1/29 1833.69
6761458071 XXX XXXXX XX 00000 Primary SFR 360 60.0 7 6/1/99 5/1/29 2135.63
6763586648 XXXXXXXXXXX XX 00000 Primary PUD 360 61.3 7.5 7/1/99 6/1/29 1328.51
6764681760 XXX XXXXX XX 00000 Primary PUD 360 60.3 7.25 6/1/99 5/1/29 1756.6
6779345179 XXXXXXXX XX 00000 Primary Condo 360 80.0 7.25 6/1/99 5/1/29 1691.8
6789874986 XXX XXXXXXX XX 00000 Primary Condo 360 80.0 7 6/1/99 5/1/29 2607.99
6797068316 XXXXXXXXX XX 00000 Primary SFR 360 79.9 7 7/1/99 6/1/29 3459.58
6797775514 XXXXX XXXXX XX 00000 Secondary PUD 360 69.3 7 7/1/99 6/1/29 2255.38
6806616063 XXXXXX XX 00000 Primary PUD 360 64.4 7 7/1/99 6/1/29 2794.28
6816109711 XXXXXXX XXX XX 00000 Primary PUD 360 75.0 6.875 7/1/99 6/1/29 3108.92
6822478142 XXX XXXXX XX 00000 Primary PUD 360 90.0 7.5 6/1/99 5/1/29 1944.17
6822552433 XXXX XXXX XX 00000 Primary PUD 360 90.0 7.25 7/1/99 6/1/29 2117.82
6827693067 XXX XXXXXXX XX 00000 Primary SFR 360 78.8 7.125 6/1/99 5/1/29 2007.69
6831123903 XXXXXX XX 00000 Primary SFR 360 78.9 7.125 7/1/99 6/1/29 2088.53
6831790255 XXXXXXXXXX XX 0000 Primary SFR 360 80.0 8.25 7/1/99 6/1/29 720.47
6837838934 XXXXXXX XX 00000 Primary SFR 360 73.3 7 7/1/99 6/1/29 1826.26
6838347752 XXXXXXXXX XX 00000 Primary SFR 360 62.2 6.75 6/1/99 5/1/29 2561.97
6846705876 XXX XX 0000 Primary SFR 360 78.9 7.125 6/1/99 5/1/29 2021.16
6849991234 XXXXX XXXXX XX 00000 Secondary SFR 360 80.0 7.25 6/1/99 5/1/29 2510.41
6850220010 XX(XXXXXXX XX 00000 Primary SFR 360 80.0 7.125 6/1/99 5/1/29 2888.91
6855788771 XXXXXXX XX 00000 Primary SFR 360 80.0 7.125 6/1/99 5/1/29 1859.47
6865179789 XXX XXXXX XX 00000 Primary SFR 360 57.5 7.125 7/1/99 6/1/29 1994.21
6866190736 XXXXXXX XX 00000 Primary SFR 360 80.0 7.125 6/1/99 5/1/29 2570.91
6866557595 XXX XXXXX(X XX 00000 Investor SFR 360 66.2 7.625 6/1/99 5/1/29 2831.18
6880112559 XXXXXXX XX 00000 Primary PUD 360 90.0 7.25 6/1/99 5/1/29 1778.1
6882343103 XXXXX XX 00000 Primary PUD 360 80.0 7 7/1/99 6/1/29 3432.97
6905618093 XXX XXXX XX 00000 Primary SFR 360 74.0 7.25 7/1/99 6/1/29 1969.79
6915549296 XXXX XXXX XX 00000 Primary SFR 360 90.0 7 6/1/99 5/1/29 1753.74
6922109100 XXXXXXXXX XX 00000 Primary PUD 360 73.5 7.25 6/1/99 5/1/29 1955.8
6922131799 XXXXXXX XXX XX 00000 Primary PUD 360 72.5 7.25 6/1/99 5/1/29 2012.43
0000000000 XXXXXXXX XX 00000 Primary PUD 360 79.9 7.5 7/1/99 6/1/29 2859.79
6932444273 XXXXXX XXXX XX 00000 Primary SFR 360 80.0 7 6/1/99 5/1/29 2847.5
6940095224 XXX XXXXXXX XX 00000 Primary SFR 360 50.0 7 7/1/99 6/1/29 1995.91
6941929520 XXXXX XX 00000 Primary PUD 360 37.5 7.25 7/1/99 6/1/29 3069.8
6948737850 XXXXX XXXXX XX 00000 Secondary SFR 360 71.1 7.5 7/1/99 6/1/29 1905.36
6956640418 XX XXXXXXX XX 00000 Primary SFR 360 77.5 7.375 6/1/99 5/1/29 1899.36
6969257234 XXXXXXX XX 0000 Primary SFR 360 80.0 7.125 6/1/99 5/1/29 2045.41
6977070652 XXX XXXX XX 00000 Primary SFR 360 64.4 7.25 7/1/99 6/1/29 2196.61
6981700294 XXXXXXX XX 00000 Primary SFR 360 90.0 7 7/1/99 6/1/29 2275.34
6989107815 XXXX XXXXXX XX 00000 Primary PUD 360 80.0 7.25 6/1/99 5/1/29 1882.81
BA, FSB
Settlement 6/24/1999
BANK OF AMERICA MORTGAGE SECURITIES, SERIES 1999-7
(Continued)
LOAN# SCHPTD ORIG BAL ACT BALANCE SCH BALANCE PURP DOC APPRAISAL RTRM CLTV
----- ------ -------- ----------- ----------- ---- --- --------- ---- ----
21418446 6/1/99 345461.63 343857.69 343530.86 PURCH FULL 455000 324 89.4
5000004548 6/1/99 612000 612000 611510.59 PURCH RAPD 775000 359 79.9
5000007632 6/1/99 400000 400000 400000 C/O REFI FULL 550000 360 72.7
5000008598 6/1/99 435000 435000 435000 PURCH RAPD 620000 360 71.0
5000008952 6/1/99 720000 720000 719438.33 C/O REFI FULL 1200000 359 60.0
5000009109 6/1/99 130400 130400 130400 PURCH FULL 170000 360 80.0
5000009588 6/1/99 500000 500000 499600.15 PURCH RAPD 750000 359 69.9
5000009679 6/1/99 90000 90000 89929.79 C/O REFI FULL 150000 359 60.0
5000009828 6/1/99 370000 370000 369725.4 C/O REFI FULL 514000 359 71.9
5000011212 6/1/99 300000 300000 299765.97 X/X XXXX XXXX 000000 359 74.9
5000011626 6/1/99 330400 330129.17 330129.17 PURCH FULL 415000 359 79.9
5000014471 6/1/99 260000 259807.04 259807.04 PURCH RAPD 325000 359 79.9
5000021054 6/1/99 240000 240000 240000 PURCH RAPD 310000 360 78.7
5000037027 6/1/99 575000 574492.69 574492.69 PURCH RAPD 875000 359 65.7
5000038785 6/1/99 403000 403000 402669.66 R/T REFI RAPD 605000 359 66.6
5000043611 6/1/99 264000 263794.05 263794.05 PURCH RAPD 362000 359 79.9
5000044114 6/1/99 350000 350000 349720.12 PURCH RAPD 465000 359 76.9
5000044213 6/1/99 272000 272000 271787.81 R/T REFI RAPD 420000 359 64.7
5000044221 6/1/99 290000 289768.09 289768.09 R/T REFI RAPD 425000 359 68.2
5000044429 6/1/99 510000 510000 509611.93 PURCH RAPD 650000 359 79.0
5000044668 6/1/99 364000 364000 364000 PURCH RAPD 455000 360 80.0
5000051598 6/1/99 442000 442000 441732.23 C/O REFI FULL 1100000 359 40.2
5000052802 6/1/99 416200 416200 415883.31 PURCH FULL 521000 359 79.9
5000073014 6/1/99 300000 300000 299771.72 R/T REFI FULL 527000 359 56.9
5000076181 6/1/99 372000 372000 371709.8 R/T REFI FULL 465000 359 79.9
5000076405 6/1/99 360000 360000 359719.16 PURCH FULL 510000 359 74.2
5000076934 6/1/99 282400 282400 282179.7 PURCH RAPD 354000 359 79.9
5000085646 6/1/99 360000 360000 359719.16 R/T REFI FULL 825000 359 43.6
5000091610 6/1/99 92000 92000 92000 C/O REFI RAPD 115000 360 80.0
5000091669 6/1/99 116000 116000 116000 R/T REFI RAPD 145000 359 80.0
5000096197 6/1/99 255000 254647.54 254647.54 R/T REFI RAPD 345000 359 73.8
5000096445 6/1/99 620000 620000 620000 R/T REFI RAPD 1400000 359 44.3
5000098003 6/1/99 260000 260000 260000 C/O REFI FULL 350000 360 74.3
5000098227 6/1/99 460000 459132.14 459132.14 PURCH RAPD 595000 359 79.8
5000107754 6/1/99 356400 356400 356121.97 PURCH RAPD 396000 359 89.9
5000115088 6/1/99 329400 328786.63 328169.55 R/T REFI FULL 460000 238 71.3
5000119163 6/1/99 318000 318000 317732.84 R/T REFI FULL 525000 359 60.5
5000119650 6/1/99 600000 600000 599531.94 PURCH FULL 800000 359 74.9
5000126374 6/1/99 542000 542000 542000 C/O REFI FULL 775000 360 69.9
5000126572 6/1/99 347200 346948.7 346948.7 R/T REFI RAPD 455000 359 76.3
5000128263 6/1/99 355500 355208.59 355208.59 PURCH RAPD 395000 359 89.9
5000132877 6/1/99 436000 436000 436000 PURCH FULL 690000 360 80.0
5000133347 6/1/99 423200 423200 422869.85 PURCH FULL 529000 359 79.9
5000137587 6/1/99 320000 320000 319756.5 C/O REFI FULL 450000 359 71.1
5000137595 6/1/99 325000 325000 324752.7 R/T REFI RAPD 450000 359 72.2
5000137629 6/1/99 274900 274385.54 274385.54 PURCH RAPD 377000 359 73.2
5000137652 6/1/99 480000 480000 479616.15 PURCH RAPD 606000 359 79.9
5000137751 6/1/99 344000 344000 343738.24 PURCH FULL 430000 359 79.9
5000138916 6/1/99 341000 339674.68 339674.68 R/T REFI RAPD 450000 238 75.5
5000139815 6/1/99 337000 336362.83 335721.87 R/T REFI RAPD 530000 238 63.4
5000140334 6/1/99 258000 258000 257788.51 X/X XXXX XXXX 000000 359 74.9
5000142314 6/1/99 384200 384200 383885.07 R/T REFI RAPD 635000 359 60.5
5000157429 6/1/99 296000 296000 295763.29 R/T REFI FULL 600000 359 49.3
5000160514 6/1/99 379000 379000 378725.69 R/T REFI RAPD 550000 359 68.9
5000161603 6/1/99 297500 297500 297300.38 X/X XXXX XXXX 000000 359 66.1
5000175553 6/1/99 370000 370000 369738.85 X/X XXXX XXXX 000000 359 73.2
5000176692 6/1/99 300000 300000 300000 PURCH FULL 375000 360 80.0
5000177609 6/1/99 540800 540398.64 540398.64 PURCH RAPD 676000 359 79.9
5000177732 6/1/99 377000 377000 377000 PURCH RAPD 419000 360 90.0
5000179696 6/1/99 250000 250000 249795.07 R/T REFI FULL 365000 359 68.4
5000186501 6/1/99 273000 273000 273000 C/O REFI FULL 475000 360 57.5
5000203686 6/1/99 164000 164000 164000 PURCH RAPD 205000 360 80.0
5000204718 6/1/99 138000 138000 138000 R/T REFI FULL 180000 360 76.7
5000207745 6/1/99 311315 311315 311072.14 PURCH FULL 333000 359 94.9
5000213149 6/1/99 275000 274785.47 274785.47 PURCH RAPD 550000 359 50.3
5000213750 6/1/99 290000 290000 289768.09 R/T REFI FULL 444000 359 65.3
5000217066 6/1/99 328500 328500 328224.01 PURCH FULL 365000 359 89.9
5000218072 6/1/99 375000 374684.95 374684.95 PURCH RAPD 575000 359 65.2
5000218767 6/1/99 295200 294969.71 294969.71 PURCH RAPD 369000 359 79.9
5000229384 6/1/99 300000 299765.97 299765.97 R/T REFI RAPD 510000 359 58.8
5000229400 6/1/99 252000 252000 251812.97 R/T REFI RAPD 280000 359 89.9
5000229509 6/1/99 247850 247850 247661.4 R/T REFI FULL 320000 359 77.4
5000229681 6/1/99 348000 348000 347707.63 PURCH RAPD 435000 359 79.9
5000232032 6/1/99 328000 328000 327750.41 X/X XXXX XXXX 000000 359 56.6
5000232818 6/1/99 262400 262400 262190.16 R/T REFI FULL 335000 359 78.3
5000235100 6/1/99 500000 500000 499609.94 R/T REFI FULL 800000 359 62.5
5000235316 6/1/99 345250 345250 344987.29 X/X XXXX XXXX 000000 359 73.9
5000235878 6/1/99 390000 390000 389688.12 PURCH RAPD 560000 359 71.6
5000236322 6/1/99 400000 400000 399703.14 C/O REFI FULL 1300000 359 30.8
5000237981 6/1/99 308000 307747.53 307747.53 PURCH FULL 385000 359 79.9
5000242312 6/1/99 313280 313280 313280 PURCH RAPD 400000 360 80.0
5000245885 6/1/99 275000 275000 275000 PURCH FULL 455000 360 63.2
5000246826 6/1/99 267400 267400 267180.81 PURCH RAPD 305000 359 89.8
5000266196 6/1/99 269000 269000 269000 R/T REFI FULL 369000 360 72.9
5000283167 6/1/99 340000 340000 339734.77 PURCH RAPD 574000 359 59.4
5000285261 6/1/99 338000 338000 337736.32 R/T REFI FULL 497000 359 68.0
5000287317 6/1/99 300000 300000 299771.72 R/T REFI FULL 365000 359 82.1
5000289289 6/1/99 270800 270088.74 270088.74 R/T REFI FULL 560000 359 48.3
5000296011 6/1/99 252500 252307.86 252307.86 R/T REFI FULL 290000 359 87.0
5000296995 6/1/99 259000 259000 258802.92 R/T REFI FULL 288000 359 89.9
5000304203 6/1/99 301640 301410.47 301410.47 R/T REFI FULL 420000 359 71.8
5000304872 6/1/99 318750 318495.1 318495.1 X/X XXXX XXXX 000000 359 74.9
5000306406 6/1/99 453750 453750 453453.18 R/T REFI FULL 605000 359 75.0
5000306935 6/1/99 90500 90500 90500 R/T REFI FULL 113500 360 79.7
5000315860 6/1/99 352200 351925.25 351925.25 R/T REFI FULL 450000 359 78.2
5000326677 6/1/99 428000 428000 427640.42 PURCH RAPD 535000 359 79.9
5000330513 6/1/99 506000 506000 505595.36 R/T REFI RAPD 1200000 359 42.2
5000332170 6/1/99 285700 285700 285454.01 R/T REFI FULL 440000 359 64.9
5000335595 6/1/99 355000 354729.87 354729.87 R/T REFI FULL 485000 359 73.1
5000352194 6/1/99 263200 263200 262989.52 PURCH RAPD 330000 359 79.9
5000355973 6/1/99 490000 490000 489627.15 X/X XXXX XXXX 000000 359 69.9
5000357847 6/1/99 310000 310000 309758.17 R/T REFI RAPD 390000 359 79.4
5000361674 6/1/99 278100 278100 277888.39 PURCH RAPD 310000 359 89.9
5000362466 6/1/99 337500 337500 337500 PURCH FULL 380000 360 90.0
5000372762 6/1/99 296000 296000 295757.37 PURCH FULL 370000 359 79.9
5000373984 6/1/99 360000 360000 359719.16 PURCH FULL 400000 359 89.9
5000377720 6/1/99 415000 414668.12 414668.12 PURCH FULL 540000 359 77.1
5000398460 6/1/99 87900 87900 87836.37 PURCH RAPD 168000 359 52.3
5000406743 6/1/99 597500 597045.35 596587.9 C/O REFI FULL 1000000 358 59.7
5000407014 6/1/99 350000 350000 349705.95 PURCH RAPD 441000 359 79.3
5000408459 6/1/99 264000 264000 263783.6 PURCH RAPD 330000 359 79.9
5000419423 6/1/99 271800 271800 271565.99 R/T REFI RAPD 350000 359 77.6
5000426790 6/1/99 331000 330748.13 330748.13 R/T REFI RAPD 700000 359 47.3
5000427756 6/1/99 251000 248573.75 248098.54 R/T REFI FULL 317000 238 78.3
5000430123 6/1/99 632700 632700 632168.45 PURCH RAPD 875000 359 74.9
5000430446 6/1/99 274500 274500 274274.99 PURCH RAPD 326000 359 89.9
5000435288 6/1/99 251200 250988.96 250988.96 PURCH FULL 315000 359 79.9
5000435650 6/1/99 320000 320000 319737.7 X/X XXXX XXXX 000000 359 40.0
5000435668 6/1/99 555000 555000 554556.17 R/T REFI RAPD 850000 359 65.2
5000435767 6/1/99 294000 294000 293770.65 R/T REFI RAPD 715000 359 41.1
5000435817 6/1/99 266950 266950 266731.18 PURCH FULL 281000 359 94.9
5000435890 6/1/99 402000 402000 401670.48 PURCH RAPD 550000 359 79.9
5000435940 6/1/99 328800 328800 328537.06 PURCH FULL 425000 359 79.9
5000436039 6/1/99 414300 413951.93 413951.93 R/T REFI RAPD 675000 359 61.3
5000436054 6/1/99 309000 309000 308758.96 R/T REFI RAPD 390000 359 79.2
5000436120 6/1/99 343200 343200 342945.3 PURCH RAPD 460000 359 79.9
5000436229 6/1/99 250500 250500 250304.59 R/T REFI RAPD 380000 359 65.9
5000436278 6/1/99 350000 349726.96 349726.96 R/T REFI RAPD 560000 359 62.5
5000436294 6/1/99 285000 285000 284777.68 X/X XXXX XXXX 000000 359 60.6
5000436385 6/1/99 267700 267485.92 267485.92 PURCH RAPD 353000 359 79.9
5000436450 6/1/99 356000 356000 355700.91 PURCH RAPD 445000 359 79.9
5000436468 6/1/99 270000 270000 269789.37 R/T REFI RAPD 300000 359 89.9
5000436633 6/1/99 329400 329021.91 328756.25 PURCH RAPD 415000 358 79.8
5000436799 6/1/99 377300 377300 377005.67 PURCH FULL 578000 359 65.3
5000437268 6/1/99 378750 378454.54 378157.3 C/O REFI FULL 505000 358 74.9
5000437326 6/1/99 360800 360800 360496.88 R/T REFI RAPD 455000 359 79.2
5000437367 6/1/99 263600 263383.93 263166.6 PURCH RAPD 330000 358 79.9
5000440510 6/1/99 101600 101600 101600 PURCH FULL 130000 360 80.0
5000445709 6/1/99 400000 400000 399680.12 PURCH RAPD 535000 359 74.7
5000446178 6/1/99 286500 286276.5 286276.5 R/T REFI FULL 403000 359 71.0
5000446194 6/1/99 413600 413600 413260.97 PURCH RAPD 517000 359 79.9
5000446285 6/1/99 545000 545000 545000 R/T REFI RAPD 865000 360 63.0
5000446376 6/1/99 265500 265500 265282.37 PURCH RAPD 295000 359 89.9
5000446384 6/1/99 400000 399633.33 399633.33 X/X XXXX XXXX 000000 359 68.9
5000452853 6/1/99 445000 445000 444626.14 R/T REFI RAPD 655000 359 67.9
5000454750 6/1/99 355000 355000 354709.01 PURCH FULL 610000 359 58.7
5000455799 6/1/99 456800 456800 456406.7 PURCH FULL 571000 359 79.9
5000460260 6/1/99 281600 281369.17 281369.17 PURCH RAPD 356000 359 79.9
5000460450 6/1/99 349200 349200 349200 PURCH RAPD 500000 360 70.0
5000460807 6/1/99 273400 273400 273164.61 R/T REFI RAPD 353000 359 77.4
5000460922 6/1/99 345200 345200 344937.32 PURCH RAPD 435000 359 79.9
5000461144 6/1/99 300000 297754.09 297754.09 PURCH RAPD 457500 359 65.1
5000461508 6/1/99 252000 251793.43 251793.43 PURCH RAPD 315000 359 79.9
5000461755 6/1/99 325000 325000 324726.96 PURCH RAPD 490000 359 66.5
5000470186 6/1/99 310000 310000 309764.11 R/T REFI RAPD 405000 359 76.5
5000471416 6/1/99 299000 298760.89 298760.89 R/T REFI RAPD 383000 359 78.0
5000471762 6/1/99 302000 302000 301752.45 PURCH RAPD 378000 359 79.8
5000482488 6/1/99 315000 315000 314754.27 R/T REFI FULL 420000 359 74.9
5000485424 6/1/99 415000 415000 414642.69 R/T REFI RAPD 535000 359 77.5
5000487503 6/1/99 429000 429000 428639.58 R/T REFI RAPD 550000 359 77.9
5000495522 6/1/99 352000 351618.51 351618.51 R/T REFI RAPD 450000 359 78.1
5000497296 6/1/99 247350 247350 247152.19 PURCH RAPD 275000 359 89.9
5000504604 6/1/99 257000 257000 256799.51 R/T REFI FULL 415000 359 61.9
5000505312 6/1/99 462000 462000 461648.46 X/X XXXX XXXX 000000 359 69.9
5000507508 6/1/99 277000 277000 276772.94 R/T REFI FULL 409000 359 67.7
5000534213 6/1/99 335700 335700 335431.54 PURCH RAPD 375000 359 89.9
5000540806 6/1/99 400000 400000 399695.62 PURCH RAPD 630000 359 66.6
5000542562 6/1/99 580000 579536.18 579536.18 PURCH RAPD 735000 359 79.9
5000543123 6/1/99 195000 195000 195000 R/T REFI FULL 250000 360 78.0
5000543735 6/1/99 283400 283400 283161.91 R/T REFI RAPD 356000 359 79.5
5000544030 6/1/99 259200 259002.77 259002.77 PURCH RAPD 288000 359 89.9
5000544337 6/1/99 340000 340000 339728.1 PURCH FULL 425000 359 79.9
5000544592 6/1/99 438000 438000 437649.74 PURCH RAPD 550000 359 79.9
5000547884 6/1/99 450000 450000 449648.95 PURCH RAPD 600500 359 75.0
5000549021 6/1/99 344400 344144.4 344144.4 C/O REFI FULL 525000 359 65.6
5000549138 6/1/99 286000 285438.54 285438.54 PURCH RAPD 380000 359 78.9
5000550474 6/1/99 250000 250000 249809.77 PURCH FULL 314000 359 79.6
5000550763 6/1/99 280000 280000 279752.95 PURCH RAPD 351000 359 79.9
5000551373 6/1/99 261000 260796.39 260796.39 PURCH RAPD 290000 359 89.9
5000551548 6/1/99 285600 285377.2 285377.2 PURCH RAPD 365500 359 79.9
5000551746 6/1/99 337000 336737.1 336737.1 R/T REFI RAPD 606000 359 55.6
5000551878 6/1/99 299000 299000 298760.89 R/T REFI RAPD 500000 359 59.8
5000552025 6/1/99 260000 260000 259802.16 R/T REFI FULL 356000 359 73.0
5000553205 6/1/99 592000 592000 591526.58 PURCH RAPD 740000 359 79.9
5000553940 6/1/99 309000 309000 308764.87 R/T REFI FULL 442000 359 69.9
5000554195 6/1/99 280000 280000 279776.08 R/T REFI RAPD 415000 359 67.4
5000554682 6/1/99 267000 267000 266689.49 R/T REFI FULL 397000 299 67.2
5000560325 6/1/99 650000 650000 649480.2 R/T REFI RAPD 890000 359 73.0
5000560499 6/1/99 500000 500000 499600.15 R/T REFI RAPD 845000 359 59.2
5000560952 6/1/99 250000 250000 249804.97 PURCH RAPD 330000 359 75.7
5000561216 6/1/99 295000 295000 294739.73 PURCH RAPD 352000 359 83.7
5000568823 6/1/99 340000 340000 339747.67 PURCH RAPD 425000 359 79.9
5000570662 6/1/99 387000 387000 386712.78 PURCH RAPD 430000 359 89.9
5000570944 6/1/99 326000 325758.06 325758.06 R/T REFI RAPD 850000 359 38.4
5000572262 6/1/99 345000 345000 344762.57 R/T REFI RAPD 391000 359 88.2
5000574946 6/1/99 265000 265000 264793.27 X/X XXXX XXXX 000000 359 57.6
5000575018 6/1/99 372000 372000 371702.51 PURCH FULL 467000 359 79.9
5000577733 6/1/99 456000 456000 455653.02 PURCH RAPD 570000 359 79.9
5000578624 6/1/99 300000 300000 299765.97 X/X XXXX XXXX 000000 359 48.8
5000579176 6/1/99 290400 290400 290400 PURCH RAPD 365000 360 80.0
5000579341 6/1/99 400000 400000 399687.96 PURCH RAPD 500000 359 79.9
5000579713 6/1/99 312000 312000 311790.65 X/X XXXX XXXX 000000 359 79.9
5000580067 6/1/99 350000 350000 349726.96 PURCH RAPD 550000 359 63.6
5000580075 6/1/99 296450 296450 296207 C/O REFI RAPD 500000 359 59.3
5000580158 6/1/99 387500 387201.51 387201.51 C/O REFI FULL 560000 359 69.1
5000580166 6/1/99 288000 288000 287780.85 R/T REFI RAPD 420000 359 68.5
5000580372 6/1/99 449000 449000 448622.78 R/T REFI RAPD 775000 359 57.9
5000580554 6/1/99 258800 258800 258598.1 PURCH RAPD 325000 359 79.9
5000580679 6/1/99 311200 311200 310944.9 PURCH FULL 390000 359 79.9
5000580778 6/1/99 580000 579547.54 579547.54 PURCH RAPD 725000 359 79.9
5000581156 6/1/99 440000 440000 439648.13 PURCH RAPD 550000 359 79.9
5000581206 6/1/99 271000 271000 270788.59 PURCH FULL 344000 359 79.9
5000581214 6/1/99 276000 275779.28 275779.28 PURCH RAPD 345000 359 79.9
5000581305 6/1/99 308000 307296.67 307296.67 PURCH RAPD 385000 359 79.8
5000581354 6/1/99 280000 280000 279776.08 PURCH RAPD 350000 359 79.9
5000581842 6/1/99 500000 500000 499579.93 PURCH RAPD 903000 359 55.4
5000581875 6/1/99 304500 304500 304274.02 R/T REFI FULL 406000 359 74.9
5000581933 6/1/99 485000 485000 484612.15 PURCH RAPD 606256 359 79.9
5000582568 6/1/99 510550 510550 510141.72 PURCH RAPD 680000 359 79.9
5000582618 6/1/99 300000 300000 299765.97 PURCH RAPD 395000 359 75.9
5000582675 6/1/99 315000 314575.22 314575.22 R/T REFI RAPD 675000 359 46.6
5000583483 6/1/99 404000 403692.59 403692.59 PURCH FULL 505000 359 79.9
5000583616 6/1/99 353600 353600 353310.16 PURCH RAPD 442000 359 79.9
5000583632 6/1/99 280000 279781.57 279781.57 R/T REFI RAPD 380000 359 73.6
5000584283 6/1/99 316000 316000 315740.97 PURCH RAPD 395000 359 79.9
5000584432 6/1/99 348000 347721.7 347721.7 PURCH RAPD 435000 359 79.9
5000584481 6/1/99 445200 445200 444852.7 PURCH RAPD 556500 359 79.9
5000584564 6/1/99 258750 258750 258553.1 C/O REFI FULL 345000 359 74.9
5000584648 6/1/99 265000 264780.83 264780.83 X/X XXXX XXXX 000000 359 73.6
5000584671 6/1/99 334000 334000 333739.45 R/T REFI RAPD 420000 359 79.5
5000584754 6/1/99 350000 350000 349726.96 PURCH RAPD 495000 359 70.7
5000584978 6/1/99 260000 260000 259797.17 PURCH RAPD 325000 359 79.9
5000590280 6/1/99 400000 400000 399687.96 X/X XXXX XXXX 000000 359 74.0
5000591874 6/1/99 622000 622000 621514.78 R/T REFI FULL 960000 359 64.7
5000591999 6/1/99 524000 524000 523591.22 X/X XXXX XXXX 000000 359 69.5
5000592989 6/1/99 400000 400000 399687.96 R/T REFI RAPD 750000 359 53.3
5000593631 6/1/99 273000 273000 272776.22 R/T REFI FULL 425000 359 64.2
5000594308 6/1/99 457600 457600 457251.8 PURCH RAPD 572000 359 79.9
5000596410 6/1/99 427000 427000 427000 R/T REFI FULL 535000 360 79.8
5000596907 6/1/99 300000 300000 299754.09 PURCH RAPD 455000 359 65.9
5000596949 6/1/99 426000 426000 425683.84 X/X XXXX XXXX 000000 359 72.1
5000598580 6/1/99 300000 299747.96 299747.96 X/X XXXX XXXX 000000 359 45.5
5000598812 6/1/99 325000 325000 324740.1 R/T REFI FULL 510000 359 63.7
5000598879 6/1/99 360000 360000 359704.91 PURCH RAPD 785000 359 45.9
5000598952 6/1/99 267950 267950 267740.96 PURCH RAPD 335000 359 79.9
5000598960 6/1/99 375000 375000 374707.46 R/T REFI RAPD 825000 359 45.5
5000599752 6/1/99 364000 364000 363716.04 PURCH FULL 460000 359 79.9
5000599869 6/1/99 251250 251250 251063.53 R/T REFI FULL 372000 359 67.5
5000599943 6/1/99 310000 310000 309745.89 PURCH RAPD 435000 359 71.2
5000601574 6/1/99 342000 342000 341733.2 R/T REFI FULL 730000 359 46.8
5000601624 6/1/99 278400 278400 278171.79 PURCH FULL 348000 359 79.9
5000611706 6/1/99 386000 384370.86 384370.86 R/T REFI FULL 485000 359 79.3
5000612639 6/1/99 240000 240000 239812.77 PURCH FULL 345000 359 69.5
5000612860 6/1/99 365000 365000 364700.81 X/X XXXX XXXX 000000 359 66.3
5000616184 6/1/99 325000 324733.59 324465.63 PURCH FULL 642000 358 50.5
5000616374 6/1/99 320000 320000 319750.36 R/T REFI FULL 775000 359 41.3
5000616978 6/1/99 40000 40000 39971.05 PURCH FULL 53000 359 77.5
5000619139 6/1/99 336000 335731.3 335731.3 PURCH FULL 425000 359 79.9
5000685197 6/1/99 350000 349740.24 349740.24 PURCH RAPD 537000 359 65.2
5000685767 6/1/99 320000 320000 320000 R/T REFI FULL 875000 360 36.6
5000688084 6/1/99 440000 440000 439648.13 PURCH FULL 590000 359 74.6
5000688159 6/1/99 520000 520000 519594.35 X/X XXXX XXXX 000000 359 61.2
5000688233 6/1/99 600000 600000 599531.94 R/T REFI FULL 760000 359 78.9
5000689058 6/1/99 603000 603000 602529.6 R/T REFI RAPD 1115000 359 54.1
5000689140 6/1/99 254000 254000 253791.8 R/T REFI FULL 425000 359 59.8
5000717552 6/1/99 325000 324746.46 324746.46 PURCH RAPD 1050000 359 31.0
5000717768 6/1/99 286000 286000 285771.29 PURCH RAPD 362000 359 79.8
5000717826 6/1/99 360000 360000 359732.82 X/X XXXX XXXX 000000 359 79.9
5000717917 6/1/99 298000 298000 297761.69 PURCH FULL 423000 359 70.4
5000718048 6/1/99 325000 325000 324726.96 PURCH RAPD 685000 359 48.1
5000718501 6/1/99 257000 256809.26 256809.26 R/T REFI RAPD 325000 359 79.0
5000718519 6/1/99 280000 280000 279764.76 PURCH RAPD 350000 359 79.9
5000718741 6/1/99 351200 350926.02 350926.02 PURCH RAPD 439000 359 79.9
5000718824 6/1/99 248150 248150 247946.59 PURCH RAPD 335000 359 79.9
5000718964 6/1/99 650000 649453.92 649453.92 PURCH RAPD 896000 359 72.6
5000719111 6/1/99 334400 334400 334400 PURCH FULL 418000 360 80.0
5000719202 6/1/99 277500 277500 277288.84 X/X XXXX XXXX 000000 359 74.9
5000719574 6/1/99 326400 326400 326145.37 PURCH RAPD 495000 359 79.9
5000721257 6/1/99 355000 355000 354709 PURCH RAPD 530000 359 66.9
5000723261 6/1/99 324000 324000 323759.54 PURCH FULL 360000 359 89.9
5000726934 6/1/99 288275 288275 288032.81 PURCH FULL 304000 359 94.9
5000730605 6/1/99 252000 251893.03 251695.79 R/T REFI FULL 315000 359 79.9
5000731074 6/1/99 560000 560000 559563.14 PURCH RAPD 806000 359 69.5
5000731090 6/1/99 319500 319500 319256.88 X/X XXXX XXXX 000000 359 48.3
5000731165 6/1/99 450000 450000 449648.95 C/O REFI RAPD 2350000 359 19.1
5000731447 6/1/99 298000 298000 297773.24 R/T REFI RAPD 429000 359 69.4
5000731587 6/1/99 508000 508000 507603.71 R/T REFI RAPD 690000 359 73.6
5000731595 6/1/99 371972 371972 371659.49 PURCH FULL 465000 359 79.9
5000731603 6/1/99 420000 420000 419664.13 X/X XXXX XXXX 000000 359 69.9
5000731835 6/1/99 344800 344800 344510.32 PURCH RAPD 431000 359 79.9
5000732098 6/1/99 298800 298800 298800 R/T REFI FULL 335000 360 90.0
5000732189 6/1/99 328000 328000 328000 PURCH RAPD 410000 360 80.0
5000732361 6/1/99 450000 450000 449648.95 X/X XXXX XXXX 000000 359 56.3
5000734599 6/1/99 410000 410000 409680.15 X/X XXXX XXXX 000000 359 68.3
5000744713 6/1/99 367300 367300 367040.76 R/T REFI RAPD 560000 359 65.6
5000745140 6/1/99 273750 273750 273546.84 X/X XXXX XXXX 000000 359 74.9
5000746429 6/1/99 329600 329378.84 329378.84 PURCH RAPD 412000 359 79.9
5000747757 6/1/99 279000 279000 278759.79 PURCH RAPD 380000 359 73.6
5000757830 6/1/99 650000 650000 649492.93 R/T REFI RAPD 950000 359 68.4
5000757970 6/1/99 285000 285000 285000 C/O REFI RAPD 825000 360 34.5
5000758101 6/1/99 540000 540000 539546.33 PURCH RAPD 790901 359 68.2
5000758309 6/1/99 280000 280000 279786.93 X/X XXXX XXXX 000000 359 69.9
5000758424 6/1/99 468800 468800 468800 PURCH RAPD 586000 360 80.0
5000758457 6/1/99 277500 277500 277266.86 R/T REFI FULL 400000 359 69.3
5000758507 6/1/99 442150 441796.42 441796.42 PURCH RAPD 553000 359 79.9
5000758747 6/1/99 590000 590000 589539.73 R/T REFI FULL 850000 359 69.4
5000759026 6/1/99 349600 349600 349320.43 PURCH RAPD 437000 359 79.9
5000759174 6/1/99 356250 355976.56 355976.56 X/X XXXX XXXX 000000 359 74.9
5000759216 6/1/99 253500 253311.87 253311.87 R/T REFI FULL 345000 359 73.4
5000759240 6/1/99 305000 305000 304743.76 PURCH RAPD 505000 359 60.3
5000759273 6/1/99 248000 248000 247806.53 PURCH RAPD 311000 359 79.8
5000759380 6/1/99 336000 335744.33 335744.33 R/T REFI RAPD 445000 359 75.4
5000759661 6/1/99 248000 248000 247806.53 R/T REFI FULL 355000 359 69.8
5000800119 6/1/99 336000 336000 335737.88 PURCH RAPD 445000 359 79.9
5000800259 6/1/99 277600 277600 277383.44 R/T REFI RAPD 414000 359 67.0
5000800523 6/1/99 452000 452000 451629.5 R/T REFI RAPD 660000 359 68.4
5000801216 6/1/99 350000 349713.11 349713.11 X/X XXXX XXXX 000000 359 68.6
5000802297 6/1/99 152000 152000 151884.34 R/T REFI FULL 275000 359 55.3
5000802461 6/1/99 111450 111450 111450 PURCH FULL 140000 360 80.0
5000802487 6/1/99 584000 579000 578503.29 R/T REFI RAPD 800000 359 78.9
5000837798 6/1/99 477600 477600 477208.51 PURCH FULL 600000 359 79.9
5000837970 6/1/99 382000 382000 381716.5 R/T REFI RAPD 650000 359 58.8
5000838085 6/1/99 303750 303750 303513.04 X/X XXXX XXXX 000000 359 74.9
5000838101 6/1/99 364000 364000 363701.62 PURCH RAPD 520000 359 69.9
5000838275 6/1/99 358000 357720.72 357720.72 R/T REFI RAPD 500000 359 71.5
5000838762 6/1/99 245000 245000 244789.06 R/T REFI RAPD 440000 359 55.7
5000839919 6/1/99 380000 380000 379703.56 R/T REFI FULL 475000 359 79.9
5000840537 6/1/99 336000 335744.33 335744.33 R/T REFI FULL 420000 359 79.9
5000842616 6/1/99 322000 322000 321748.81 R/T REFI RAPD 532500 359 60.5
5000842723 6/1/99 372000 372000 371709.8 R/T REFI RAPD 465000 359 79.9
5000843192 6/1/99 396000 396000 395667.31 R/T REFI RAPD 685000 359 57.8
5000843622 6/1/99 287600 287600 287381.15 R/T REFI RAPD 327000 359 87.9
5000843960 6/1/99 368000 367719.98 367719.98 PURCH RAPD 480000 359 79.9
5000845247 6/1/99 650000 650000 649505.4 PURCH RAPD 855000 359 76.0
5000845783 6/1/99 268000 268000 267790.93 PURCH RAPD 335000 359 79.9
5000846013 6/1/99 275000 275000 274795.91 R/T REFI FULL 460000 359 59.8
5000846260 6/1/99 459000 459000 459000 PURCH RAPD 960000 360 47.9
5000846781 6/1/99 336000 336000 335750.63 X/X XXXX XXXX 000000 359 74.6
5000857523 6/1/99 310000 310000 309764.11 X/X XXXX XXXX 000000 359 51.7
5000857671 6/1/99 500000 500000 499579.93 R/T REFI RAPD 1100000 359 45.5
5000857721 6/1/99 346000 346000 345709.31 PURCH FULL 433000 359 79.8
5000858463 6/1/99 248000 248000 247815.94 PURCH FULL 310000 359 79.9
5000858513 6/1/99 278800 278800 278582.51 PURCH RAPD 328000 359 84.9
5000859966 6/1/99 320000 320000 319737.7 PURCH FULL 400000 359 79.9
5000945021 6/1/99 268000 268000 267780.31 PURCH RAPD 335000 359 79.9
5000945039 6/1/99 550000 550000 549560.17 R/T REFI RAPD 960000 359 57.3
5000945146 6/1/99 322000 322000 321742.5 R/T REFI RAPD 515000 359 62.5
5000945179 6/1/99 610000 610000 610000 R/T REFI RAPD 800000 360 76.3
5000945377 6/1/99 646000 641412.38 641412.38 R/T REFI RAPD 900000 359 71.3
5000945427 6/1/99 428000 428000 427682.36 R/T REFI RAPD 580000 359 73.7
5000945443 6/1/99 348000 348000 347728.52 PURCH FULL 435000 359 79.9
5000945518 6/1/99 650000 649453.92 649453.92 PURCH RAPD 844000 359 77.0
5000945708 6/1/99 330000 330000 330000 PURCH RAPD 515000 360 66.0
5000945864 6/1/99 296000 296000 295763.29 PURCH FULL 370000 359 79.9
5000945955 6/1/99 540000 540000 539599.24 PURCH FULL 675000 359 79.9
5000946169 6/1/99 312000 311755.92 311755.92 PURCH FULL 390000 359 79.9
5000946300 6/1/99 307500 307500 307266.01 C/O REFI RAPD 410000 359 74.9
5000946326 6/1/99 350000 349720.11 349720.11 R/T REFI RAPD 450000 359 77.7
5000946417 6/1/99 560000 559101.68 559101.68 PURCH FULL 700000 358 79.9
5000946425 6/1/99 376000 375671.67 375671.67 PURCH FULL 470000 359 79.9
5000946516 6/1/99 400000 400000 399680.12 PURCH RAPD 616000 359 64.9
5000946813 6/1/99 257000 257000 257000 R/T REFI FULL 475000 360 54.1
5000946854 6/1/99 319000 319000 318757.26 R/T REFI FULL 460000 359 69.3
5000947035 6/1/99 433000 433000 432653.73 R/T REFI FULL 545000 359 79.4
5000947076 6/1/99 393600 393600 393285.24 PURCH RAPD 492000 359 79.9
5000947381 6/1/99 270000 270000 269784.09 PURCH RAPD 540000 359 50.0
5000980200 6/1/99 350000 350000 349720.11 PURCH RAPD 540000 359 64.8
6002204821 6/1/99 332000 332000 331721.07 PURCH RAPD 415000 359 79.9
6003458962 6/1/99 251750 251750 251548.68 PURCH FULL 265000 359 94.9
6012269095 6/1/99 400000 400000 400000 PURCH RAPD 517000 360 80.0
6016142975 6/1/99 315000 315000 315000 R/T REFI RAPD 371000 360 84.9
6016621911 6/1/99 267000 267000 267000 R/T REFI RAPD 390000 360 68.5
6019659330 6/1/99 345000 345000 345000 C/O REFI FULL 460000 360 75.0
6020495864 6/1/99 388500 388500 388196.93 R/T REFI RAPD 840000 359 46.3
6030352097 6/1/99 580000 580000 580000 R/T REFI FULL 965000 360 60.1
6032051960 6/1/99 480000 480000 479625.55 R/T REFI RAPD 920000 359 52.2
6041827962 6/1/99 385000 385000 384699.66 PURCH RAPD 735000 359 52.4
6045422869 6/1/99 374000 374000 374000 R/T REFI RAPD 675000 360 55.4
6046082563 6/1/99 650000 650000 649505.4 R/T REFI FULL 884000 359 73.5
6050976833 6/1/99 286500 286500 286500 R/T REFI FULL 455000 360 63.0
6052384432 6/1/99 344400 344400 344131.33 PURCH RAPD 435000 359 79.9
6057294610 6/1/99 410000 410000 409655.55 PURCH RAPD 520500 359 78.8
6059688728 6/1/99 492000 492000 492000 PURCH RAPD 630000 360 80.0
6062111221 6/1/99 300000 299681.25 299681.25 R/T REFI RAPD 450000 359 66.6
6070259533 6/1/99 199950 199950 199797.85 PURCH FULL 260000 359 76.9
6070670689 6/1/99 82000 82000 81937.6 C/O REFI FULL 225000 359 36.4
6071176819 6/1/99 128000 128000 128000 PURCH FULL 160000 360 80.0
6095710924 6/1/99 279400 279400 279192.64 R/T REFI RAPD 390000 359 71.6
6108456572 6/1/99 285000 285000 284777.67 C/O REFI FULL 407500 359 69.9
6120578791 6/1/99 308000 308000 307747.53 PURCH RAPD 385000 359 79.9
6123803949 6/1/99 448000 448000 447632.77 C/O REFI RAPD 640000 359 69.9
6126357356 6/1/99 547200 547200 546762.41 PURCH FULL 684000 359 79.9
6143069372 6/1/99 249900 249900 249700.15 PURCH FULL 500000 359 50.0
6145062227 6/1/99 440000 440000 439630.34 PURCH RAPD 550000 359 79.9
6145687205 6/1/99 340000 340000 340000 R/T REFI FULL 450000 360 75.6
6147092818 6/1/99 350000 350000 349705.95 PURCH RAPD 763000 359 45.9
6153466963 6/1/99 225000 225000 225000 PURCH RAPD 395000 360 57.0
6153898975 6/1/99 86400 86400 86400 R/T REFI FULL 108000 360 80.0
6154670662 6/1/99 315000 315000 314754.27 PURCH RAPD 423948 359 74.2
6179384943 6/1/99 552000 551558.57 551558.57 PURCH FULL 690000 359 79.9
61856444 6/1/99 80452.42 79845.19 79721.65 R/T REFI FULL 125000 270 69.0
61858609 6/1/99 170428.86 169142.54 168880.84 R/T REFI FULL 245000 270 74.3
61860514 6/1/99 114046.97 113348.63 113174.43 R/T REFI FULL 172000 271 71.3
61860689 6/1/99 78322.34 77866.9 77753.39 C/O REFI FULL 144000 271 58.6
61867888 6/1/99 81826.95 80858.18 80734.62 C/O REFI FULL 115000 269 75.3
6188096603 6/1/99 261000 261000 260791.28 PURCH FULL 290000 359 89.9
62030094 6/1/99 64270.48 63645.24 63553.67 R/T REFI FULL 157000 268 43.5
62030132 6/1/99 86188.8 85344.17 85221.34 PURCH FULL 116500 268 79.1
62030523 6/1/99 145549.28 143863.38 143863.38 PURCH FULL 197000 268 78.8
6214792134 6/1/99 388000 388000 387704.76 R/T REFI FULL 485000 359 79.9
6218337282 6/1/99 287400 287400 287400 PURCH FULL 319500 360 90.0
6219497697 6/1/99 301500 301500 301258.89 PURCH RAPD 335000 359 89.9
6230433101 6/1/99 347200 346929.15 346929.15 PURCH FULL 439000 359 79.9
6245422610 6/1/99 349900 349627.05 349627.05 PURCH RAPD 470000 359 74.4
6250397541 6/1/99 317250 317250 316996.29 R/T REFI RAPD 400000 359 79.2
6254224691 6/1/99 248500 248500 248500 R/T REFI RAPD 400000 360 62.1
6258284147 6/1/99 299000 299000 298772.48 R/T REFI RAPD 790000 359 37.8
6266822748 6/1/99 370000 370000 369711.36 C/O REFI RAPD 535000 359 69.1
6272262491 6/1/99 430000 430000 429664.56 PURCH RAPD 596000 359 72.1
62730533 6/1/99 469000 467430.27 467045.9 R/T REFI RAPD 715000 355 65.3
6303384264 6/1/99 276000 276000 276000 PURCH FULL 347750 360 80.0
6309610563 6/1/99 491000 491000 491000 R/T REFI RAPD 950000 359 51.7
6315281474 6/1/99 376000 376000 376000 R/T REFI RAPD 514000 360 73.2
6318290985 6/1/99 276000 276000 276000 PURCH RAPD 345000 360 80.0
6328988297 6/1/99 488000 488000 487599.99 R/T REFI RAPD 659000 359 74.0
6350548480 6/1/99 336000 336000 335731.3 R/T REFI RAPD 487000 359 68.9
6353524843 6/1/99 291000 291000 291000 C/O REFI FULL 515000 360 56.5
6363447779 6/1/99 320000 319966 319703.5 PURCH RAPD 458000 359 69.8
6370375740 6/1/99 335250 335250 334968.34 PURCH RAPD 376600 359 89.9
6371603645 6/1/99 360000 360000 360000 C/O REFI RAPD 480000 360 75.0
6372944063 6/1/99 415200 415200 414867.97 PURCH FULL 525000 359 79.9
6374238720 6/1/99 381000 381000 380702.78 R/T REFI RAPD 530000 359 71.8
6379605030 6/1/99 418850 418850 418850 PURCH RAPD 524000 360 80.0
6381434791 6/1/99 324839 324839 324585.59 PURCH FULL 407000 359 79.9
6382671920 6/1/99 472000 472000 471622.54 R/T REFI RAPD 1250000 359 37.8
6393000432 6/1/99 275650 275650 275418.41 R/T REFI FULL 500000 359 55.1
6398912979 6/1/99 350000 350000 350000 R/T REFI RAPD 579000 360 60.4
6411605915 6/1/99 375000 374700.11 374700.11 R/T REFI FULL 475000 359 78.9
6412488386 6/1/99 240100 240100 240100 PURCH RAPD 440000 360 54.8
6416028790 6/1/99 300800 300800 300800 PURCH RAPD 380000 360 80.0
6424804356 6/1/99 261250 261250 261046.2 PURCH RAPD 275000 359 94.9
6425667943 6/1/99 400000 400000 399663.95 PURCH RAPD 457500 359 89.3
6427782278 6/1/99 170000 170000 170000 PURCH FULL 265000 360 68.0
6430757366 6/1/99 303600 303363.16 303363.16 R/T REFI FULL 440000 359 68.9
6432683321 6/1/99 300000 300000 299771.72 C/O REFI RAPD 400000 359 74.9
64328406 6/1/99 324700 323394.98 323133.79 PURCH FULL 410000 355 79.6
6433282297 6/1/99 560000 548994.66 548491.31 R/T REFI RAPD 825000 359 66.5
6435942237 6/1/99 270000 270000 270000 PURCH FULL 338000 360 79.9
6441362073 6/1/99 425650 425292.4 425292.4 PURCH FULL 532500 359 79.9
6444651381 6/1/99 475000 474591.04 474591.04 PURCH RAPD 910000 359 54.9
6448732195 6/1/99 340000 340000 340000 R/T REFI RAPD 525000 360 64.8
6453402312 6/1/99 364000 364000 363585.07 R/T REFI RAPD 455000 299 79.9
6459980675 6/1/99 400000 400000 400000 C/O REFI FULL 600000 360 66.7
64646564 6/1/99 275000 275000 274780.08 PURCH RAPD 630000 359 44.4
6475105596 6/1/99 284000 284000 284000 PURCH RAPD 359000 360 80.0
6480623658 6/1/99 296000 296000 296000 R/T REFI RAPD 370000 360 80.0
64919021 6/1/99 240000 240000 239798.37 PURCH RAPD 425000 359 56.8
6498778502 6/1/99 284400 284166.87 284166.87 PURCH FULL 325000 359 89.9
64991962 6/1/99 402550 402550 402228.09 PURCH RAPD 503500 359 79.9
6512300739 6/1/99 284800 284800 284800 PURCH RAPD 356000 360 80.0
6514727335 6/1/99 311200 311200 310925.43 PURCH FULL 389000 359 79.9
6518358475 6/1/99 300000 300000 300000 PURCH RAPD 495000 360 62.5
6523304639 6/1/99 427800 427800 427449.33 PURCH RAPD 535000 359 79.9
6526384372 6/1/99 339200 338928.74 338928.74 PURCH RAPD 425000 359 79.9
6526714248 6/1/99 298000 298000 297773.24 PURCH RAPD 342000 359 87.6
6529688241 6/1/99 460000 460000 460000 C/O REFI RAPD 720000 360 63.9
6531592936 6/1/99 312000 312000 312000 R/T REFI FULL 500000 360 62.4
65370724 6/1/99 232800 232800 232609.17 PURCH FULL 300000 359 79.9
6537774207 6/1/99 369000 369000 369000 R/T REFI FULL 515000 360 71.7
6539268463 6/1/99 296900 296900 296338.64 R/T REFI FULL 330000 239 89.8
6540160147 6/1/99 280350 280125.8 280125.8 PURCH RAPD 312000 359 89.9
6540688279 6/1/99 565000 565000 565000 R/T REFI FULL 825000 360 68.5
6545410703 6/1/99 285000 285000 284772.09 C/O REFI FULL 560000 359 50.9
6547817111 6/1/99 411200 410871.16 410871.16 R/T REFI RAPD 550000 359 74.7
6556312335 6/1/99 296000 296000 296000 PURCH FULL 370000 360 80.0
6557097943 6/1/99 176100 176100 176100 C/O REFI RAPD 235000 360 74.9
6561462190 6/1/99 307200 307200 306948.19 PURCH RAPD 389000 359 79.9
6565430433 6/1/99 463000 463000 462647.69 R/T REFI FULL 690000 359 67.1
6572234521 6/1/99 335000 335000 334738.66 R/T REFI RAPD 540000 359 62.0
65793111 6/1/99 273750 273750 273536.45 C/O REFI FULL 365000 359 74.9
6580233317 6/1/99 412000 412000 411662.28 C/O REFI RAPD 600000 359 68.6
65851579 6/1/99 315920 315920 315685.54 PURCH FULL 475000 359 79.9
6585396366 6/1/99 385000 385000 385000 C/O REFI FULL 580000 360 66.4
6585922500 6/1/99 400000 400000 400000 PURCH RAPD 830000 360 48.5
65864174 6/1/99 240000 240000 239798.37 PURCH RAPD 255000 359 94.0
6586639293 6/1/99 288000 288000 288000 PURCH FULL 360000 360 80.0
65870654 6/1/99 337500 337500 337223.35 PURCH RAPD 385000 359 89.9
65964781 6/1/99 280000 280000 279764.76 PURCH FULL 400000 359 69.9
6611811206 6/1/99 385000 385000 385000 R/T REFI RAPD 510000 360 75.5
66131154 6/1/99 360000 360000 359697.55 PURCH FULL 450000 359 79.9
66133173 6/1/99 400000 400000 400000 PURCH FULL 520000 360 76.9
6618106147 6/1/99 650000 650000 650000 PURCH RAPD 817000 360 79.6
66249279 6/1/99 240000 240000 239793.36 PURCH RAPD 282500 359 92.7
66316634 6/1/99 237050 236855.69 236855.69 PURCH RAPD 265000 359 89.9
6637285070 6/1/99 315500 315500 315500 R/T REFI RAPD 445000 360 70.9
66373786 6/1/99 450000 450000 450000 PURCH RAPD 740000 360 62.4
6638362522 6/1/99 260000 259816.49 259816.49 PURCH FULL 320000 359 83.8
66389496 6/1/99 356478 356478 356244.81 PURCH FULL 397000 359 89.9
66390702 6/1/99 280000 280000 280000 PURCH FULL 350000 360 80.0
66397219 6/1/99 339900 339900 339900 PURCH FULL 400000 360 85.0
6643312322 6/1/99 451000 451000 450648.17 R/T REFI RAPD 700000 359 64.4
6650219808 6/1/99 420000 420000 420000 PURCH RAPD 525000 360 80.0
6650223990 6/1/99 447750 447750 447373.83 PURCH RAPD 597000 359 74.9
66504937 6/1/99 590000 590000 589528.19 C/O REFI RAPD 903500 359 65.2
6650646083 6/1/99 373450 373450 373450 PURCH FULL 535000 360 70.0
66507499 6/1/99 600000 600000 600000 PURCH RAPD 1000000 360 60.2
6657546864 6/1/99 471600 471600 471213.43 PURCH RAPD 590000 359 79.9
66653011 6/1/99 295409 295409 295148.36 PURCH FULL 355000 359 84.9
6679932928 6/1/99 268000 268000 268000 PURCH RAPD 335000 360 80.0
6683773631 6/1/99 400000 400000 399710.49 PURCH FULL 601000 359 66.6
6689349089 6/1/99 266000 266000 266000 C/O REFI FULL 385000 360 69.1
6692019620 6/1/99 280000 280000 280000 R/T REFI FULL 400000 360 70.0
66952018 6/1/99 276250 276250 275902.17 PURCH RAPD 455000 299 61.7
6699848658 6/1/99 398000 398000 397697.15 R/T REFI RAPD 660000 359 60.3
6709548520 6/1/99 349600 349600 349600 PURCH RAPD 440000 360 80.0
6709741737 6/1/99 65000 65000 65000 PURCH FULL 245000 360 26.5
6709750407 6/1/99 300000 300000 299760.09 PURCH RAPD 711000 359 42.2
6716048514 6/1/99 360000 359662.5 359662.5 PURCH RAPD 450000 359 79.9
6722873830 6/1/99 248000 248000 248000 R/T REFI RAPD 285000 360 87.0
6725543240 6/1/99 264000 264000 263767.07 PURCH FULL 330000 359 79.9
6735254200 6/1/99 448000 448000 447659.1 PURCH FULL 650000 359 69.1
6738121398 6/1/99 500000 500000 500000 PURCH FULL 653000 360 76.9
6739526868 6/1/99 340000 340000 340000 R/T REFI FULL 405000 360 84.0
6739802954 6/1/99 626400 626400 625911.34 PURCH FULL 783000 359 79.9
6747701792 6/1/99 443000 443000 443000 R/T REFI RAPD 950000 360 46.6
6750302173 6/1/99 260800 260586.22 260586.22 PURCH RAPD 326000 359 79.9
6751791036 6/1/99 263000 263000 262779.04 PURCH RAPD 298000 359 88.2
6755686539 6/1/99 274500 274500 274285.87 R/T REFI RAPD 400000 359 68.6
6760735719 6/1/99 268800 268800 268800 R/T REFI RAPD 336000 360 80.0
6761458071 6/1/99 321000 321000 320736.87 R/T REFI RAPD 535000 359 60.0
6763586648 6/1/99 190000 190000 190000 PURCH FULL 312000 360 61.3
6764681760 6/1/99 257500 257500 257299.13 R/T REFI FULL 427000 359 60.3
6779345179 6/1/99 248000 248000 247806.53 PURCH FULL 310000 359 79.9
6789874986 6/1/99 392000 392000 391678.68 PURCH RAPD 495000 359 79.9
6797068316 6/1/99 520000 520000 520000 PURCH RAPD 655000 360 79.9
6797775514 6/1/99 339000 339000 339000 PURCH FULL 489000 360 69.3
6806616063 6/1/99 420000 420000 420000 R/T REFI RAPD 700000 360 64.4
6816109711 6/1/99 473250 473250 473250 PURCH RAPD 635000 360 75.0
6822478142 6/1/99 278050 278050 277843.64 PURCH RAPD 309000 359 89.9
6822552433 6/1/99 310450 310450 310450 PURCH FULL 345000 360 90.0
6827693067 6/1/99 298000 298000 297761.69 R/T REFI RAPD 378000 359 78.8
6831123903 6/1/99 310000 310000 310000 PURCH RAPD 393000 360 78.9
6831790255 6/1/99 95900 95900 95900 PURCH FULL 122000 360 80.0
6837838934 6/1/99 274500 274500 274500 PURCH RAPD 381000 360 73.3
6838347752 6/1/99 395000 395000 394659.91 PURCH RAPD 650000 359 62.2
6846705876 6/1/99 300000 299500 299500 PURCH FULL 385000 359 78.8
6849991234 6/1/99 368000 368000 367712.92 PURCH RAPD 460000 359 79.9
6850220010 6/1/99 428800 428800 428457.09 PURCH RAPD 536000 359 79.9
6855788771 6/1/99 276000 275779.28 275779.28 PURCH FULL 348500 359 79.9
6865179789 6/1/99 296000 296000 296000 R/T REFI RAPD 515000 360 57.5
6866190736 6/1/99 381600 381294.84 381294.84 PURCH RAPD 477000 359 79.9
6866557595 6/1/99 400000 400000 399710.49 PURCH FULL 625000 359 66.2
6880112559 6/1/99 260650 260650 260446.66 PURCH FULL 294500 359 89.9
6882343103 6/1/99 516000 516000 516000 PURCH RAPD 645000 360 80.0
6905618093 6/1/99 288750 288750 288750 C/O REFI RAPD 390000 360 74.0
6915549296 6/1/99 263600 263600 263383.93 PURCH FULL 292950 359 89.9
6922109100 6/1/99 286700 286700 286476.35 R/T REFI RAPD 390000 359 73.5
6922131799 6/1/99 295000 295000 294769.86 PURCH RAPD 407500 359 72.4
6928411708 6/1/99 409000 409000 409000 R/T REFI FULL 512000 360 79.9
6932444273 6/1/99 428000 428000 427649.17 PURCH FULL 535000 359 79.9
6940095224 6/1/99 300000 300000 300000 PURCH FULL 600000 360 50.0
6941929520 6/1/99 450000 450000 450000 R/T REFI RAPD 1200000 360 37.5
6948737850 6/1/99 272500 272500 272500 R/T REFI RAPD 383000 360 71.1
6956640418 6/1/99 275000 275000 274790.74 R/T REFI RAPD 355000 359 77.4
6969257234 6/1/99 303600 303600 303357.22 PURCH FULL 380000 359 79.9
6977070652 6/1/99 322000 322000 322000 R/T REFI FULL 500000 360 64.4
6981700294 6/1/99 342000 342000 342000 PURCH FULL 380000 360 90.0
6989107815 6/1/99 276000 275784.69 275784.69 PURCH FULL 350000 359 79.9
Total Loans 568
Sched UPB $195,819,204.05
WAC 7.1847
WAM 357.5
WOLTV 72.1
EXHIBIT D-2
NMC MORTGAGE LOAN SCHEDULE
NBMC
Settlement 6/24/1999
Bank of America Mortgage Securities, Inc., Series 1999-7
LOAN# CITY ST ZIP OCC PROP TERM LTV RATE FIRSTPAYDT MAT DT PANDI
----- ---- -- --- --- ---- ---- --- ---- ---------- ------ -----
22145320 LEXINGTON SC 29072 Primary SFR 360 79.0 7 5/1/99 4/1/29 1919.37
22404727 BELLINGHAM WA 98226 Primary SFR 360 80.0 6.75 12/1/98 11/1/28 2334.95
22440838 COLORADO SP CO 80919 Primary PUD 360 90.0 7 1/1/99 12/1/28 1989.59
22450456 BEAVERTON OR 97006 Primary PUD 360 77.1 7.125 11/1/98 10/1/28 1604.13
22468482 WICHITA KS 67230 Primary SFR 360 80.0 7 6/1/99 5/1/29 1836.23
22514608 GROSSE POIN MI 48230 Primary SFR 360 79.3 7.375 5/1/99 4/1/29 2189.44
22563563 MORGAN HILL CA 95037 Primary SFR 360 95.0 7.875 1/1/99 12/1/28 1935.58
22574750 GREENWOOD IN 46143 Primary SFR 360 95.0 7.375 2/1/99 1/1/29 1738.78
22581300 FARMINGTON NM 87401 Primary SFR 360 75.0 7.875 1/1/99 12/1/28 2447.11
22581839 HIGHLAND PA TX 75205 Primary SFR 360 46.4 7.25 6/1/99 5/1/29 2099.74
22585038 ESTES PARK CO 80517 Primary SFR 360 80.0 7.25 1/1/99 12/1/28 1732.73
22586648 CURRITUCK NC 27927 Investor SFR 360 75.0 7.875 1/1/99 12/1/28 2161.61
22595128 FALLS CHURC VA 22043 Primary PUD 360 80.0 6.875 6/1/99 5/1/29 4191.53
22596258 ST LOUIS MO 63141 Primary SFR 360 79.2 6.875 12/1/98 11/1/28 2956.18
22600142 WOODLAND HI CA 91364 Primary SFR 360 73.7 7.5 1/1/99 12/1/28 1727.07
22623268 NEWHALL CA 91321 Primary SFR 360 70.0 7.25 2/1/99 1/1/29 1910.1
22636518 DELAFIELD WI 53018 Primary SFR 351 67.0 7.125 11/1/98 1/1/28 1940.52
22637813 RALEIGH NC 27614 Primary SFR 360 80.2 7 2/1/99 1/1/29 1734.78
22669246 FORT COLLIN CO 80525 Primary PUD 360 37.2 6.875 2/1/99 1/1/29 1953.05
22671259 WHEATON IL 60187 Primary SFR 360 82.6 6.875 3/1/99 2/1/29 2496.33
22673032 PUNTA GORDA FL 33950 Secondary SFR 360 80.0 6.875 3/1/99 2/1/29 1839.4
22683254 CHANDLER AZ 85224 Primary SFR 360 79.0 7.25 2/1/99 1/1/29 2369.88
22710396 WESTON FL 33331 Primary PUD 360 36.1 6.875 3/1/99 2/1/29 4270.04
22711188 CABIN JOHN MD 20818 Primary SFR 360 80.0 6.875 3/1/99 2/1/29 1839.4
22711386 SUGARLAND TX 77478 Primary PUD 360 79.5 6.875 3/1/99 2/1/29 1905.1
22712509 PLANO TX 75025 Primary PUD 360 80.0 6.875 3/1/99 2/1/29 1025.76
22716633 ARLINGTON VA 22201 Primary SFR 360 80.0 6.875 3/1/99 2/1/29 2949.28
22722961 DENVER CO 80123 Primary PUD 360 60.3 6.75 3/1/99 2/1/29 1686.36
22726533 INVER GROVE MN 55057 Primary SFR 360 80.0 7 5/1/99 4/1/29 1889.46
22728612 LITTLETON CO 80127 Primary PUD 360 90.0 6.625 1/1/99 12/1/28 1642.4
22732580 BELLAIRE TX 77401 Primary SFR 360 80.0 6.875 5/1/99 4/1/29 1997.06
22738165 ALEXANDRIA VA 22314 Primary SFR 360 71.2 6.625 3/1/99 2/1/29 2561.24
22738686 AUSTIN TX 78734 Primary SFR 360 76.7 6.875 3/1/99 2/1/29 2167.87
22755102 TUCSON AZ 85718 Primary PUD 360 80.0 7 4/1/99 3/1/29 2427.02
22760565 EUREKA MO 63025 Primary SFR 360 78.8 7 5/1/99 4/1/29 3406.35
22768287 CHARLOTTE NC 28277 Primary PUD 360 75.0 7 5/1/99 4/1/29 2245.4
22780571 THOUSAND OA CA 91320 Primary PUD 360 75.1 7.125 6/1/99 5/1/29 1872.94
22789887 WAYNE PA 19087 Primary SFR 360 80.0 6.625 6/1/99 5/1/29 1972.16
22800486 DALLAS TX 75204 Primary Townhouse360 80.0 7 4/1/99 3/1/29 2341.87
22800544 PLANO TX 75093 Primary PUD 360 56.8 6.875 5/1/99 4/1/29 2299.26
22803837 AUSTIN TX 78731 Primary SFR 360 77.8 7.25 6/1/99 5/1/29 3982.55
22808265 ANNAPOLIS MD 21401 Primary SFR 360 55.2 7 6/1/99 5/1/29 2202.15
22820237 ANN ARBOR MI 48105 Primary SFR 360 75.0 7.5 6/1/99 5/1/29 2622.06
22820583 WEST BLOOMF MI 48323 Primary SFR 360 74.9 7.375 6/1/99 5/1/29 1809.57
22821870 LUBBOCK TX 79407 Primary SFR 360 74.0 7.125 5/1/99 4/1/29 2617.73
22824098 SCARSDALE NY 10583 Primary SFR 360 71.0 6.75 6/1/99 5/1/29 3891.59
22824601 NASHVILLE TN 37221 Primary SFR 360 80.0 7 5/1/99 4/1/29 2022.52
22824999 MEDINA WA 98039 Primary SFR 360 80.0 7.125 6/1/99 5/1/29 2560.13
22825657 SYOSSET NY 11791 Primary SFR 360 75.0 7 6/1/99 5/1/29 1696.53
22828545 TOWN & COUN MO 63141 Primary SFR 360 66.7 7 6/1/99 5/1/29 1995.91
22829063 BIRMINGHAM AL 35242 Primary PUD 360 66.6 6.75 5/1/99 4/1/29 1726.57
22833958 LAGRANGE IL 60525 Primary SFR 360 61.5 7 6/1/99 5/1/29 2661.21
22834170 CELEBRATION FL 34747 Secondary PUD 360 80.0 7.125 6/1/99 5/1/29 2130.3
22836233 ELK CITY OK 73644 Primary SFR 240 80.0 7.125 5/1/99 4/1/19 2630.27
22836902 PHOENIX MD 21131 Primary SFR 360 49.6 7 5/1/99 4/1/29 2328.56
22837546 NICEVILLE FL 32578 Primary PUD 360 69.9 7.125 5/1/99 4/1/29 3368.6
22838445 YORKVILLE IL 60560 Primary SFR 360 87.7 7.125 6/1/99 5/1/29 1920.1
22838544 ST SIMONS I GA 31522 Primary Condo 360 80.0 7.875 5/1/99 4/1/29 2668.26
22839146 CHICAGO IL 60618 Primary SFR 360 67.0 7.125 6/1/99 5/1/29 1987.47
22840391 YORK PA 17403 Primary SFR 360 71.1 7 6/1/99 5/1/29 3120.27
22845127 MARIETTA GA 30066 Primary PUD 360 80.0 6.75 6/1/99 5/1/29 1738.24
22847545 DAVENPORT IA 52807 Primary SFR 360 58.8 7 6/1/99 5/1/29 3326.52
22848089 NAPERVILLE IL 60564 Primary PUD 360 90.0 7.125 5/1/99 4/1/29 1779.63
22850853 LOUISVILLE KY 40245 Primary SFR 360 80.0 7.125 6/1/99 5/1/29 2393.73
22851687 MARIETTA GA 30062 Primary PUD 360 67.0 7 5/1/99 4/1/29 2228.76
22852057 SUPERIOR CO 80027 Primary PUD 360 74.8 6.875 6/1/99 5/1/29 1723.78
22855621 NAPLES FL 34102 Primary SFR 360 55.0 7.25 6/1/99 5/1/29 1875.98
22856256 RICHARDSON TX 75082 Primary PUD 360 80.0 7.125 5/1/99 4/1/29 1220.45
22857395 ALBUQUERQUE NM 87120 Primary SFR 360 91.5 7.375 5/1/99 4/1/29 1726.69
22857742 LAGUNA NIGU CA 92677 Primary PUD 360 80.0 7.625 5/1/99 4/1/29 2095.07
22858120 MONROE NC 28110 Primary SFR 360 73.3 7 6/1/99 5/1/29 2120.66
22858740 DENVER CO 80224 Primary SFR 360 95.0 7.25 6/1/99 5/1/29 1716.7
22861371 DEEPHAVEN MN 55331 Primary SFR 360 55.0 7.125 6/1/99 5/1/29 2054.84
22861744 GREENWOOD V CO 80121 Primary SFR 360 70.7 7.125 5/1/99 4/1/29 4165.6
22862148 PHILADELPHI PA 19129 Primary SFR 360 80.0 7.375 6/1/99 5/1/29 2210.16
22863153 ST LOUIS MO 63126 Primary SFR 360 74.0 7.25 5/1/99 4/1/29 1841.88
22864565 ALEXANDRIA VA 22306 Primary SFR 360 80.0 7 6/1/99 5/1/29 1756.4
22865968 RALEIGH NC 27612 Primary SFR 360 95.0 7 5/1/99 4/1/29 1750.75
22867246 NEWARK CA 94560 Primary PUD 360 80.0 6.875 4/1/99 3/1/29 2317.12
22867881 UPPER BLACK PA 18972 Primary SFR 360 90.0 7.25 6/1/99 5/1/29 2210.26
22868715 VIRGINA BEA VA 23454 Primary SFR 360 77.8 7 6/1/99 5/1/29 2794.27
22869143 MARIETTA GA 30060 Primary PUD 360 90.0 7.125 5/1/99 4/1/29 1837.24
22870273 CLARKESVILL GA 30523 Secondary SFR 360 80.0 7 5/1/99 4/1/29 1916.08
22870307 SAVANNAH GA 31405 Primary PUD 360 80.0 7 5/1/99 4/1/29 2033.17
22872618 BAINBRIDGE OH 44023 Primary SFR 360 80.0 7.25 6/1/99 5/1/29 2687.77
22873202 GOLDSBORO NC 27534 Primary SFR 360 90.0 7.125 6/1/99 5/1/29 2220.58
22874150 CHICAGO IL 60057 Primary SFR 360 74.3 7 5/1/99 4/1/29 2860.8
22875066 CARMEL IN 46033 Primary PUD 360 80.0 6.75 5/1/99 4/1/29 2750.06
22875496 DENVER CO 80206 Primary Townhouse360 79.3 7 6/1/99 5/1/29 2586.7
22876841 GREELEY CO 80634 Primary PUD 360 75.2 7 5/1/99 4/1/29 1881.48
22878680 MOORESTOWN NJ 8057 Primary SFR 360 52.9 7 6/1/99 5/1/29 2505.46
22879498 AUSTIN TX 78730 Primary PUD 360 80.0 7.5 6/1/99 5/1/29 1799.5
22881742 ATLANTA GA 30309 Primary SFR 360 44.6 8.25 5/1/99 4/1/29 2253.8
22882658 HENDERSONVI TN 37075 Primary SFR 360 90.0 7.25 5/1/99 4/1/29 1903.28
22885925 WESTERN SPR IL 60558 Primary SFR 360 90.0 7.375 6/1/99 5/1/29 2175.63
22886543 OKLAHOMA CI OK 73116 Primary SFR 360 62.4 7 5/1/99 4/1/29 3279.94
22886915 CULVER CITY CA 90230 Primary SFR 360 80.0 7 5/1/99 4/1/29 1772.37
22888226 SANTA BARBA CA 93108 Primary SFR 360 17.8 7.125 5/1/99 4/1/29 1920.1
22890016 LANEXA VA 23089 Primary SFR 360 80.0 7.375 6/1/99 5/1/29 2331.03
22890339 CARY NC 27513 Primary PUD 360 80.0 7.125 5/1/99 4/1/29 1784.01
22890495 FAIRFAX VA 22032 Primary SFR 360 80.0 7 6/1/99 5/1/29 1128.03
22891204 EVANSTON IL 60201 Primary SFR 360 90.0 7.375 6/1/99 5/1/29 2393.19
22891923 RANCHO CUCA CA 91739 Primary PUD 360 80.0 7.125 5/1/99 4/1/29 1703.5
22892970 COLORADO SP CO 80908 Primary PUD 360 54.6 7.25 5/1/99 4/1/29 2728.71
22893671 GREENFIELD MN 55357 Primary SFR 360 80.0 7.375 6/1/99 5/1/29 2016.77
22894620 PADUCAH KY 42001 Primary SFR 360 65.9 7.25 6/1/99 5/1/29 2046.53
22894877 ATLANTA GA 30350 Primary PUD 360 71.9 7.25 6/1/99 5/1/29 2967.47
22895676 MANASSAS VA 20110 Primary PUD 360 80.0 7.375 5/1/99 4/1/29 2132.46
22895882 DENISON TX 75020 Primary SFR 360 94.8 7.875 5/1/99 4/1/29 2131.7
22896799 NORCROSS GA 30092 Primary PUD 360 80.0 7.25 5/1/99 4/1/29 1841.19
22898373 GEORGETOWN SC 29440 Secondary PUD 360 65.0 6.875 5/1/99 4/1/29 3202.53
22898555 NAPERVILLE IL 60563 Primary PUD 360 79.8 7.375 6/1/99 5/1/29 1731.18
22899611 RANCHO CUCA CA 91739 Primary PUD 360 80.0 7 5/1/99 4/1/29 1506.2
22899744 AURORA CO 80016 Primary PUD 360 72.2 7.25 6/1/99 5/1/29 2537.7
22900062 WILMINGTON NC 28409 Primary SFR 360 80.0 7 5/1/99 4/1/29 1995.91
22901011 INDIANAPOLI IN 46227 Primary SFR 360 55.4 7.5 5/1/99 4/1/29 1762.02
22902787 CHARLOTTE NC 28277 Primary PUD 360 53.1 7.125 5/1/99 4/1/29 2216.54
22903744 ALEXANDRIA VA 22301 Primary SFR 360 80.0 7.125 6/1/99 5/1/29 1482.19
22903983 BIRMINGHAM AL 35244 Primary SFR 360 90.0 7.125 5/1/99 4/1/29 2182.85
22904320 MIAMI FL 33158 Primary SFR 360 79.7 6.875 5/1/99 4/1/29 3079.69
22906333 CONYERS GA 30094 Primary SFR 360 86.7 7.5 5/1/99 4/1/29 1817.96
22906408 LAKE OSWEGO OR 97034 Primary SFR 360 67.6 7.25 6/1/99 5/1/29 1937.38
22907463 CHARLOTTE NC 28210 Primary PUD 360 80.0 7 6/1/99 5/1/29 2075.75
22907950 LONGPORT NJ 8403 Secondary SFR 360 66.7 7.25 6/1/99 5/1/29 4093.06
22908198 CHARLOTTE NC 28226 Primary SFR 300 70.3 7 5/1/99 4/1/24 1763.42
22909311 GREENSBORO GA 30642 Primary PUD 360 80.0 7 6/1/99 5/1/29 2967.25
22909329 GREENSBORO NC 27408 Primary SFR 360 66.7 7.125 6/1/99 5/1/29 1920.1
22910319 MARIETTA GA 30066 Primary PUD 360 80.0 7 6/1/99 5/1/29 1994.58
22910459 TAMPA FL 33647 Primary PUD 360 95.0 7.5 6/1/99 5/1/29 1862.89
22911580 CORINTH TX 76205 Primary PUD 360 80.0 7.125 5/1/99 4/1/29 980.94
22911879 CHARLOTTE NC 28270 Primary SFR 360 79.7 6.875 5/1/99 4/1/29 1780.61
22912067 REDVILLE VA 22539 Secondary SFR 360 75.0 7.875 5/1/99 4/1/29 2175.21
22913180 BOULDER CO 80304 Primary PUD 360 75.0 7 6/1/99 5/1/29 2245.4
22913230 CANTON GA 30115 Primary PUD 360 80.0 7 6/1/99 5/1/29 1971.62
22913271 MORRISON CO 80465 Primary PUD 360 80.0 7 6/1/99 5/1/29 3496.83
22913347 MARIETTA GA 30064 Primary SFR 360 80.0 7.125 6/1/99 5/1/29 888.63
22913875 PALATINE IL 60067 Primary SFR 360 78.7 7.125 6/1/99 5/1/29 2013.74
22915656 FORT WORTH TX 76179 Primary PUD 360 78.2 7.625 6/1/99 5/1/29 3680.53
22915821 VIRGINIA BE VA 23456 Primary SFR 360 90.0 7.125 6/1/99 5/1/29 1697.78
22916167 HOUSTON TX 77057 Primary PUD 360 80.0 7 6/1/99 5/1/29 1889.46
22916837 DENVER CO 80203 Primary SFR 360 90.0 7.125 6/1/99 5/1/29 2364.75
22917009 HOUSTON TX 77024 Primary SFR 360 80.0 7.375 6/1/99 5/1/29 4461.77
22917298 PLANO TX 75093 Primary PUD 360 76.1 7 5/1/99 4/1/29 1975.28
22917595 FOLSOM CA 95630 Primary SFR 360 80.0 7 6/1/99 5/1/29 2278
22917736 IRVING TX 75038 Primary PUD 360 65.0 7.125 6/1/99 5/1/29 2344.55
22918197 DALLAS TX 75209 Primary SFR 360 77.5 7.25 6/1/99 5/1/29 3410.88
22918775 SAN DIEGO CA 92130 Primary SFR 360 68.9 7.75 6/1/99 5/1/29 3453.11
22918858 SUWANEE GA 30024 Primary PUD 360 80.0 7 6/1/99 5/1/29 2131.96
22920771 SAN JOSE CA 95125 Primary PUD 360 90.0 7.125 6/1/99 5/1/29 1728.09
22921365 FREMONT CA 94536 Primary SFR 360 80.0 7.375 6/1/99 5/1/29 1844.79
22921696 CINCINNATI OH 45243 Primary SFR 360 80.0 7.125 6/1/99 5/1/29 4042.31
22923031 BRENTWOOD TN 37027 Primary SFR 360 80.0 7 6/1/99 5/1/29 1687.21
22923163 COLLBRAN CO 81624 Secondary SFR 360 76.9 7 6/1/99 5/1/29 1846.88
22923353 FORT COLLIN CO 80524 Primary PUD 360 80.0 6.875 5/1/99 4/1/29 1949.76
22923452 FAYETTEVILL GA 30214 Primary SFR 360 90.0 7.25 5/1/99 4/1/29 1872.57
22924039 MCLEAN VA 22101 Primary SFR 360 62.1 7.125 6/1/99 5/1/29 2425.39
22924088 HOT SPRINGS AR 71909 Primary SFR 360 80.0 6.875 6/1/99 5/1/29 1997.06
22924385 GREENWOOD IN 46143 Primary SFR 360 80.0 7.25 6/1/99 5/1/29 1757.29
22925531 GLEN ELLYN IL 60137 Primary SFR 360 80.0 7.125 6/1/99 5/1/29 2694.87
22925564 ST LOUIS MO 63105 Primary SFR 360 80.0 7.25 6/1/99 5/1/29 2668.68
22926976 PHOENIX MD 21131 Primary PUD 360 80.0 6.75 6/1/99 5/1/29 2189.67
22927495 INDIANAPOLI IN 46278 Primary PUD 360 65.4 7.25 6/1/99 5/1/29 2899.25
22927768 COLORADO SP CO 80904 Primary Condo 360 71.4 7 6/1/99 5/1/29 3326.51
22927859 DALLAS TX 75230 Primary SFR 360 45.4 6.875 5/1/99 4/1/29 2686.84
22927958 ENGLEWOOD CO 80111 Primary SFR 360 78.8 7.125 7/1/99 6/1/29 4379.18
22929251 UNIVERSITY TX 75205 Primary SFR 360 58.9 7.125 6/1/99 5/1/29 2577.65
22929343 CHESTER VA 23836 Primary PUD 360 80.0 6.875 6/1/99 5/1/29 1591.74
22929772 FORT WAYNE IN 46804 Primary SFR 360 80.0 7.125 6/1/99 5/1/29 1972.65
22930770 CINCINNATI OH 45226 Primary SFR 360 42.4 7.125 6/1/99 5/1/29 2144.45
22931257 KANSAS CITY MO 64113 Primary PUD 360 72.0 6.875 6/1/99 5/1/29 1937.94
22931695 THORNTON CO 80224 Primary PUD 360 75.0 7 5/1/99 4/1/29 1896.11
22931893 ATLANTA GA 30328 Primary PUD 360 76.2 7 6/1/99 5/1/29 4324.47
22932222 DENVER CO 80206 Primary SFR 360 70.2 7.125 6/1/99 5/1/29 2910.47
22932867 SAN JOSE CA 95120 Primary SFR 360 72.9 7.25 6/1/99 5/1/29 2660.49
22935332 BARRINGTON IL 60010 Primary SFR 360 64.5 7.5 6/1/99 5/1/29 1852.92
22936652 SANTA FE NM 87501 Secondary SFR 360 55.3 7.25 6/1/99 5/1/29 2107.92
22937452 TUCSON AZ 85718 Primary SFR 360 90.0 7.25 5/1/99 4/1/29 2363.74
22938005 HOUSTON TX 77057 Primary PUD 360 80.0 7.125 6/1/99 5/1/29 2314.22
22938096 DALLAS TX 75225 Primary SFR 360 80.0 7.25 6/1/99 5/1/29 2854.23
22938765 OAKTON VA 22124 Primary SFR 360 80.0 7.25 6/1/99 5/1/29 1745.69
22940472 NASHVILLE TN 37205 Primary SFR 360 74.4 7.125 5/1/99 4/1/29 2155.9
22941215 KENSINGTON MD 20895 Primary SFR 360 80.0 7.25 6/1/99 5/1/29 1991.95
22942155 LAYTONSVILL MD 20882 Primary SFR 360 66.3 7.25 6/1/99 5/1/29 1875.98
22942247 BROKEN ARRO OK 74011 Primary SFR 360 80.0 7 6/1/99 5/1/29 2075.74
22942833 ELLICOTT CI MD 21042 Primary SFR 360 77.5 7.25 6/1/99 5/1/29 2009.01
22943245 HOUSTON TX 77030 Primary SFR 360 80.0 6.875 6/1/99 5/1/29 2228.31
22943500 AUSTIN TX 78746 Primary SFR 360 80.0 6.875 6/1/99 5/1/29 2325.53
22943518 BERKELEY CA 94707 Primary SFR 360 80.0 7.25 6/1/99 5/1/29 1937.38
22943666 SANTA BARBA CA 93111 Primary SFR 360 68.0 7.125 6/1/99 5/1/29 4123.16
22943732 ALTLANTA GA 30319 Primary PUD 360 80.0 7 6/1/99 5/1/29 2305.15
22943823 ENGLEWOOD CO 80110 Primary PUD 360 58.5 7 6/1/99 5/1/29 3326.52
22943831 FRANKLIN TN 37064 Primary SFR 360 60.6 7.125 6/1/99 5/1/29 2021.16
22943849 COLLEYVILLE TX 76034 Primary PUD 360 80.0 6.75 5/1/99 4/1/29 1914.67
22943872 TOMBALL TX 77375 Primary PUD 360 83.1 6.875 6/1/99 5/1/29 1719.18
22943880 GREAT FALLS VA 22066 Primary PUD 360 48.1 7 6/1/99 5/1/29 4324.47
22944987 SEVERNA PAR MD 21146 Primary SFR 360 75.0 7.25 6/1/99 5/1/29 1790.71
22945232 MARYVILLE TN 37803 Primary SFR 360 79.8 7 6/1/99 5/1/29 2017.2
22945562 FORT COLLIN CO 80525 Primary PUD 360 95.0 7.125 5/1/99 4/1/29 2023.18
22945604 YOUNTVILLE CA 94599 Primary SFR 360 80.0 7.375 5/1/99 4/1/29 2458.8
22945984 GULF SHORES AL 36542 Secondary SFR 360 80.0 7 6/1/99 5/1/29 2661.21
22946016 COLUMBIA SC 29206 Primary SFR 360 89.7 7.125 6/1/99 5/1/29 2358.02
22946503 LITTLETON CO 80127 Primary SFR 360 90.0 7.125 6/1/99 5/1/29 2212.83
22946628 AUSTIN TX 78746 Primary PUD 360 80.0 7 6/1/99 5/1/29 4213.03
22946917 COLORADO SP CO 80906 Primary SFR 360 84.6 7 6/1/99 5/1/29 3659.16
22947014 LOUISVILLE KY 40222 Primary SFR 360 80.0 7.25 6/1/99 5/1/29 3956.62
22947063 NASHVILLE TN 37205 Primary SFR 360 79.6 7.125 6/1/99 5/1/29 4157.52
22947584 BOULDER CO 80304 Primary SFR 360 85.0 7 6/1/99 5/1/29 1917.07
22947683 MATTHEWS NC 28105 Primary PUD 360 80.0 6.875 6/1/99 5/1/29 1865.35
22947998 CARROLLTON TX 75006 Primary PUD 360 80.0 6.875 6/1/99 5/1/29 2065.39
22948301 HOUSTON TX 77057 Primary PUD 360 80.0 7 6/1/99 5/1/29 2022.52
22948327 DALLAS TX 75214 Primary SFR 360 50.5 7.375 6/1/99 5/1/29 1813.71
22948699 NASHVILLE TN 37215 Primary PUD 360 64.0 7.25 6/1/99 5/1/29 2401.27
22950604 HEATH TX 75087 Primary SFR 360 90.0 8 5/1/99 4/1/29 2311.36
22951008 BIRMINGHAM AL 35216 Primary SFR 360 90.0 7.125 6/1/99 5/1/29 1819.05
22951446 MOORESVILLE NC 28117 Primary SFR 360 79.9 6.75 5/1/99 4/1/29 2377.12
22952949 DULUTH GA 30097 Primary PUD 360 80.0 7 6/1/99 5/1/29 2842.18
22953640 IRVING TX 75063 Primary PUD 360 80.0 7.125 5/1/99 4/1/29 3000.74
22954242 FORT COLLIN CO 80525 Primary PUD 360 79.4 7 6/1/99 5/1/29 1753.07
22955140 ALPHARETTA GA 30022 Primary PUD 360 80.0 7 6/1/99 5/1/29 2188.85
22955207 CLARKSVILLE MD 21029 Primary SFR 360 73.4 7.25 6/1/99 5/1/29 2653.67
22955694 ATLANTA GA 30306 Primary SFR 360 80.0 7 6/1/99 5/1/29 2285.98
22955926 COLUMBIA MD 21046 Primary SFR 360 85.0 7.875 6/1/99 5/1/29 2372.79
22956205 LEWIS CENTE OH 43035 Primary SFR 360 80.0 7.125 6/1/99 5/1/29 1978.04
22956767 MARIETTA GA 30066 Primary PUD 360 79.9 6.875 6/1/99 5/1/29 2299.25
22958730 SANTA BARBA CA 93101 Primary SFR 360 50.0 7 6/1/99 5/1/29 1912.74
22958938 EVANSTON IL 60202 Primary SFR 360 75.3 7.25 6/1/99 5/1/29 4058.95
22959084 WILMINGTON DE 19803 Primary SFR 360 73.9 7.375 5/1/99 4/1/29 1899.36
22959209 NORTHBROOK IL 60062 Primary SFR 360 54.3 7.25 6/1/99 5/1/29 3335.84
22959340 EVANSTON IL 60201 Primary SFR 360 65.2 7.125 6/1/99 5/1/29 1852.73
22959886 SOUTH WEBER UT 84405 Primary SFR 360 86.2 7.25 6/1/99 5/1/29 2387.62
22959969 MURRAY KY 42071 Primary SFR 360 85.0 7.125 6/1/99 5/1/29 2347.91
22960876 CULVER CITY CA 90230 Primary SFR 360 94.3 7.25 5/1/99 4/1/29 2046.53
22961221 CASTLE ROCK CO 80104 Primary PUD 360 73.3 7 6/1/99 5/1/29 2927.34
22961338 HOUSTON TX 77055 Primary PUD 360 80.0 7 6/1/99 5/1/29 2075.74
22962427 ALLEN TX 75002 Primary SFR 360 80.0 7.125 6/1/99 5/1/29 707.68
22963375 WILSON TX 79381 Primary SFR 360 90.0 7.25 6/1/99 5/1/29 1841.88
22964654 KIRKLAND WA 98034 Primary SFR 360 80.0 7.125 6/1/99 5/1/29 1778.62
22964795 WEATHERFORD TX 76087 Primary SFR 360 95.0 7.5 6/1/99 5/1/29 1879.84
22964829 BRIGHTON CO 80601 Primary SFR 360 90.0 7.25 6/1/99 5/1/29 2047.55
22965677 POTOMAC MD 20854 Primary SFR 360 80.0 7.125 6/1/99 5/1/29 4230.95
22965891 GALVESTON TX 77554 Secondary PUD 360 70.6 7.125 6/1/99 5/1/29 2021.16
22966212 NOVATO CA 94949 Primary PUD 360 79.8 7.375 6/1/99 5/1/29 2099.65
22966287 DALLAS TX 75243 Primary SFR 360 80.0 7 5/1/99 4/1/29 1399.8
22966626 ALPHARETTA GA 30022 Primary PUD 360 80.0 7.125 6/1/99 5/1/29 2218.9
22966857 AUSTIN TX 78759 Primary SFR 360 80.0 7.125 6/1/99 5/1/29 1735.5
22967467 MARIETTA GA 30062 Primary PUD 360 79.9 7.125 6/1/99 5/1/29 2694.87
22967566 ALPHARETTA GA 30004 Primary PUD 360 80.0 7.125 6/1/99 5/1/29 2263.7
22967707 CORNELIUS NC 28031 Primary PUD 360 80.0 7 6/1/99 5/1/29 2113
22971600 MARIETTA GA 30067 Primary PUD 360 55.6 7 6/1/99 5/1/29 2661.21
22971907 LOS GATOS CA 95033 Primary SFR 360 40.6 7.25 6/1/99 5/1/29 2217.07
22971949 LOS GATOS CA 95030 Primary SFR 360 21.0 7.375 6/1/99 5/1/29 3626.04
22973135 HOUSTON TX 77057 Primary PUD 360 78.4 7.125 6/1/99 5/1/29 4224.22
22973556 CANTON MI 48188 Primary SFR 360 80.0 6.625 6/1/99 5/1/29 1731.4
22973937 SANTA CLARI CA 91351 Primary SFR 360 69.5 7.125 6/1/99 5/1/29 2459.07
22974513 PLAINFIELD IN 46168 Primary SFR 360 95.0 6.875 6/1/99 5/1/29 1685.02
22974760 SANDY UT 84093 Secondary SFR 360 80.0 7 6/1/99 5/1/29 2580.84
22975908 SUNNYVALE CA 94086 Primary SFR 360 80.0 7.375 6/1/99 5/1/29 2016.77
22977300 DULUTH GA 30097 Primary PUD 360 80.0 6.75 6/1/99 5/1/29 2334.96
22978324 UNIVERSITY TX 75205 Primary SFR 360 80.0 6.75 6/1/99 5/1/29 2879.78
22978423 UNION GROVE AL 35175 Primary PUD 360 67.7 7.125 6/1/99 5/1/29 2694.88
22978456 CARY NC 27513 Primary PUD 360 80.0 7 6/1/99 5/1/29 2315.26
22981542 MEADOW VIST CA 95722 Primary SFR 360 80.0 7 6/1/99 5/1/29 2538.46
22981609 APTOS CA 95003 Primary SFR 360 57.9 7.125 6/1/99 5/1/29 2358.01
22981989 CORONA CA 91719 Primary SFR 360 94.9 7.625 6/1/99 5/1/29 1780.1
22982011 SANTA ROSA CA 95409 Primary SFR 360 75.0 7.25 6/1/99 5/1/29 1790.71
22982060 SEATTLE WA 98115 Primary SFR 360 80.0 6.75 6/1/99 5/1/29 1644.84
22982672 INDIANAPOLI IN 46256 Primary PUD 360 78.2 7 6/1/99 5/1/29 1995.91
22983498 NAPLES FL 34102 Secondary SFR 360 80.0 7.25 6/1/99 5/1/29 2244.36
22983514 SOLANA BEAC CA 92075 Primary SFR 360 80.0 7.25 6/1/99 5/1/29 3618.27
22984132 LONE TREE CO 80124 Primary PUD 360 77.6 7.5 6/1/99 5/1/29 2552.13
22984389 ALPHARETTA GA 30005 Primary PUD 360 80.0 7.125 6/1/99 5/1/29 2021.16
22984595 DULUTH GA 30097 Primary PUD 360 80.0 7 6/1/99 5/1/29 2052.13
22985592 PALO ALTO CA 94306 Primary SFR 360 80.0 7.25 6/1/99 5/1/29 3492.74
22985832 GOLDEN CO 80401 Primary PUD 360 85.0 6.625 6/1/99 5/1/29 3265.59
22986202 SAN ANSELMO CA 94960 Primary SFR 360 80.0 7.125 6/1/99 5/1/29 2829.62
22986541 KATY TX 77450 Primary PUD 360 79.8 6.875 6/1/99 5/1/29 2115.97
22986699 RIVERSIDE CA 92503 Primary SFR 360 84.6 7.375 6/1/99 5/1/29 2762.7
22987119 FLOWER MOUN TX 75028 Primary PUD 360 80.0 7.125 6/1/99 5/1/29 1299.81
22987135 PASADENA CA 91106 Primary SFR 360 69.4 7.125 6/1/99 5/1/29 1684.3
22987549 DUNWOODY GA 30350 Primary PUD 360 80.0 7.125 6/1/99 5/1/29 2250.22
22987580 NORTH EASTO MA 2356 Primary SFR 360 77.6 7.125 4/1/99 3/1/29 1839.25
22988232 NICHOLASVIL KY 40356 Primary SFR 360 80.0 7.125 6/1/99 5/1/29 2021.16
22988265 MISSION HIL KS 66208 Primary PUD 360 75.0 7.125 6/1/99 5/1/29 3461.23
22988356 CAVE CREEK AZ 85331 Primary PUD 360 78.6 7.375 6/1/99 5/1/29 2023.68
22988885 SAN JOSE CA 95127 Primary SFR 360 75.0 6.75 6/1/99 5/1/29 3648.36
22988919 PASADENA CA 91106 Primary SFR 360 34.7 6.875 3/1/99 2/1/29 2003.64
22989057 SAN ANTONIO TX 78258 Primary PUD 360 80.0 7 6/1/99 5/1/29 1857.52
22989313 STEAMBOAT S CO 80487 Primary SFR 360 75.0 7.125 6/1/99 5/1/29 1920.1
22989685 ATLANTA GA 30324 Primary SFR 360 75.0 7 6/1/99 5/1/29 2045.81
22989792 FORT WAYNE IN 46804 Primary SFR 360 78.5 7 6/1/99 5/1/29 2428.35
22989800 CHESTER VA 23831 Primary PUD 360 75.0 7 6/1/99 5/1/29 1889.8
22989842 ENGLEWOOD CO 80112 Primary PUD 360 53.0 7.125 6/1/99 5/1/29 2088.53
22989859 KENSINGTON MD 20895 Primary SFR 360 80.0 6.875 6/1/99 5/1/29 2727.57
22991848 PALM HARBOR FL 34685 Primary PUD 360 95.0 7.25 5/1/99 4/1/29 1959.89
22992200 JACKSONVILL FL 32257 Primary SFR 360 86.0 6.875 4/1/99 3/1/29 2627.72
22992549 ATLANTA GA 30305 Primary SFR 360 47.5 7 6/1/99 5/1/29 3160.19
22992606 PALM HARBOR FL 34685 Primary PUD 360 79.9 7.5 6/1/99 5/1/29 1726.01
22992614 SAN FRANCIS CA 94131 Primary SFR 360 80.0 7.25 6/1/99 5/1/29 2286.65
22992697 NEWPORT NEW VA 23606 Primary SFR 360 80.0 6.875 6/1/99 5/1/29 1771.08
22992960 ALPHARETTA GA 30004 Primary PUD 360 75.0 7.25 6/1/99 5/1/29 1974.91
22993802 ST LOUIS MO 63124 Primary SFR 360 32.4 7.125 7/1/99 6/1/29 2021.16
22993828 DENVER CO 80206 Primary PUD 360 70.6 7 6/1/99 5/1/29 1995.91
22994065 CORNELIUS NC 28031 Primary PUD 360 79.9 6.875 6/1/99 5/1/29 1983.92
22994578 FORT COLLIN CO 80521 Primary SFR 360 80.0 7 6/1/99 5/1/29 2395.09
22994891 BOULDER CO 80303 Primary SFR 360 80.0 7.125 7/1/99 6/1/29 2021.16
22995229 SPRING TX 77389 Primary PUD 360 80.0 7.125 6/1/99 5/1/29 695.28
22995351 AUBURN WA 98092 Primary SFR 360 70.5 7 6/1/99 5/1/29 1829.58
22995682 VERNON HILL IL 60061 Primary PUD 360 80.0 6.625 6/1/99 5/1/29 3483.3
22996144 FORT SMITH AR 72903 Primary SFR 360 44.3 6.875 6/1/99 5/1/29 2621.15
22996847 SAN JOSE CA 95148 Primary SFR 360 70.0 6.5 6/1/99 5/1/29 1845.01
22996862 SAN JOSE CA 95120 Primary SFR 360 58.0 6.75 6/1/99 5/1/29 2107.94
22996870 LOS GATOS CA 95030 Primary Condo 360 75.0 7 6/1/99 5/1/29 1862.85
22997613 CANTON GA 30114 Primary PUD 360 90.0 7 6/1/99 5/1/29 1830.8
22997951 ALPHARETTA GA 30022 Primary SFR 360 80.0 7 6/1/99 5/1/29 1852.2
22998256 EDWARDS CO 81632 Primary PUD 360 73.4 7.125 6/1/99 5/1/29 2189.59
22998371 EVERGREEN CO 80439 Primary SFR 360 95.0 7.125 6/1/99 5/1/29 1920.1
22998447 EDWARDS CO 81632 Secondary PUD 360 49.2 7.125 6/1/99 5/1/29 4379.18
22998751 UNIVERSITY TX 75205 Primary SFR 360 76.5 7 6/1/99 5/1/29 4324.47
22999064 GALLATIN TN 37066 Primary SFR 360 58.3 7 6/1/99 5/1/29 1995.91
22999106 PLEASANTON CA 94566 Primary SFR 360 59.4 7 6/1/99 5/1/29 2964.59
22999668 WESTMINSTER CO 80030 Primary PUD 360 66.0 7.375 4/1/99 3/1/29 2417.36
23000219 SAN JOSE CA 95120 Primary SFR 360 80.0 7 6/1/99 5/1/29 2448.31
23000268 SAN RAFAEL CA 94903 Primary SFR 360 80.0 6.625 6/1/99 5/1/29 2484.41
23000292 NOVATO CA 94949 Primary SFR 360 79.9 7.5 6/1/99 5/1/29 2375.58
23001043 HOUSTON TX 77056 Primary PUD 360 78.5 6.75 6/1/99 5/1/29 3207.32
23001134 FLOWER MOUN TX 75028 Primary PUD 360 80.0 7.125 6/1/99 5/1/29 1638.11
23001431 SAN JOSE CA 95119 Primary SFR 360 78.1 7.625 6/1/99 5/1/29 2321.56
23001555 UNION CITY CA 94587 Primary SFR 360 80.0 7.125 6/1/99 5/1/29 1961.19
23001704 CUPERTINO CA 95014 Secondary PUD 360 80.0 7.25 6/1/99 5/1/29 2483.12
23003049 KANSAS CITY MO 64113 Primary SFR 360 72.9 7 6/1/99 5/1/29 2594.68
23003601 ATLANTA GA 30308 Primary SFR 360 90.0 6.875 6/1/99 5/1/29 1979.98
23003635 HINSDALE IL 60521 Primary SFR 360 74.9 7.125 6/1/99 5/1/29 2347.91
23003866 SAN RAFAEL CA 94903 Primary SFR 360 69.4 7.25 6/1/99 5/1/29 2302.35
23004302 LITTLETON CO 80127 Primary PUD 360 69.1 7.25 6/1/99 5/1/29 2476.3
23004476 FLOSSMOOR IL 60422 Primary SFR 360 90.0 7.25 6/1/99 5/1/29 1903.27
23004625 BLOOMINGDAL IL 60108 Primary PUD 360 80.0 7.25 6/1/99 5/1/29 2073.82
23005259 CARROLLTON TX 75010 Primary SFR 360 80.0 7.25 6/1/99 5/1/29 578.49
23005291 ST. LOUIS MO 63108 Primary PUD 360 77.1 7.125 7/1/99 6/1/29 1974
23005606 ROSWELL GA 30076 Primary PUD 360 80.0 7 6/1/99 5/1/29 1916.08
23006018 CHICAGO IL 60601 Primary Condo 360 70.0 7.125 6/1/99 5/1/29 1886.41
23006703 CINCINNATI OH 45243 Primary SFR 360 30.3 7 6/1/99 5/1/29 2328.56
23007990 LONE TREE CO 80124 Primary PUD 360 82.1 6.875 6/1/99 5/1/29 2430.64
23008782 CHICAGO IL 60614 Primary SFR 360 65.8 7.25 5/1/99 4/1/29 3590.98
23008964 LAFAYETTE CO 80026 Primary PUD 360 80.0 7 6/1/99 5/1/29 1649.96
23009772 EVERGREEN CO 80439 Primary PUD 360 65.4 7.125 7/1/99 6/1/29 3611.14
23010317 HOLLYWOOD P TX 78232 Primary SFR 360 80.0 6.875 7/1/99 6/1/29 1639.69
23010697 BOULDER CO 80303 Primary SFR 360 60.4 6.875 6/1/99 5/1/29 1786.85
23011406 PETALUMA CA 94954 Primary SFR 360 50.0 7.25 6/1/99 5/1/29 2046.53
23012081 ATLANTA GA 30328 Primary SFR 360 90.0 7.25 6/1/99 5/1/29 2352.83
23012347 MAYO MD 21106 Primary SFR 360 82.9 7.125 6/1/99 5/1/29 1953.78
23013808 MARBLEHEAD MA 1945 Primary SFR 360 74.1 7.25 6/1/99 5/1/29 2020.95
23014038 FORT COLLIN CO 80528 Primary PUD 360 80.0 7 6/1/99 5/1/29 2725.08
23015225 LITTLETON CO 80126 Primary PUD 360 95.0 7.125 6/1/99 5/1/29 1985.45
23015548 AUSTIN TX 78703 Primary SFR 360 80.0 7.25 6/1/99 5/1/29 2837.85
23015654 HOUSTON TX 77059 Primary PUD 360 80.0 7.125 6/1/99 5/1/29 1800.18
23015894 ST LOUIS MO 63131 Primary SFR 360 30.9 7.25 6/1/99 5/1/29 1875.99
23017049 MONTROSE AL 36559 Primary PUD 360 80.0 7 6/1/99 5/1/29 2443
23017569 APTOS CA 95003 Primary SFR 360 85.0 7.125 6/1/99 5/1/29 2462.44
23018120 LITTLETON CO 80128 Primary PUD 360 80.0 7.125 6/1/99 5/1/29 1840.94
23018179 DUVALL WA 98019 Primary SFR 360 80.0 7.125 7/1/99 6/1/29 1826.79
23018385 GREENWOOD V CO 80111 Primary SFR 360 75.0 6.875 6/1/99 5/1/29 1847.61
23018849 PARK CITY UT 84060 Secondary Condo 360 80.0 7.5 6/1/99 5/1/29 3496.07
23019102 GAITHERSBUR MA 20878 Primary PUD 360 90.0 7.375 5/1/99 4/1/29 1814.06
23020167 UNION CITY CA 94587 Primary SFR 360 79.4 7 5/1/99 4/1/29 1822.93
23020407 EDGEWATER MD 21037 Primary SFR 360 80.0 7.375 6/1/99 5/1/29 1498.07
23020589 BUENA PARK CA 90620 Primary SFR 360 90.0 7.375 5/1/99 4/1/29 1864.83
23020654 CHESTERFIEL MO 63017 Primary PUD 360 85.6 7.375 4/1/99 3/1/29 1833.75
23020753 FALLBROOK CA 92028 Primary SFR 360 80.0 7.375 4/1/99 3/1/29 2485.75
23020811 COSTA MESA CA 92626 Primary SFR 360 80.0 6.75 4/1/99 3/1/29 1862.78
23020878 SONORA CA 95370 Primary SFR 360 67.4 7.25 5/1/99 4/1/29 3956.63
23021009 LA CRESCENT CA 91214 Primary SFR 360 89.9 7.5 5/1/99 4/1/29 2496.2
23021041 TORRANCE CA 90504 Primary SFR 360 80.0 7.5 5/1/99 4/1/29 1734.06
23021074 YORBA CA 92886 Primary SFR 360 72.2 7.5 5/1/99 4/1/29 1947.32
23021132 DENVER CO 80211 Primary SFR 360 86.2 7 5/1/99 4/1/29 1662.6
23022312 YORBA LINDA CA 92887 Primary SFR 360 64.9 7 5/1/99 4/1/29 1756.4
23022460 ST AUGUSTIN FL 32086 Primary PUD 360 80.0 7.125 5/1/99 4/1/29 2694.87
23022619 DAVIDSONVIL MD 21035 Primary PUD 360 80.0 7.25 5/1/99 4/1/29 1931.92
23022700 SAN JOSA CA 95132 Primary SFR 360 79.6 7.5 5/1/99 4/1/29 2503.19
23022825 GLENDALE CA 91206 Primary SFR 360 74.6 7.5 4/1/99 3/1/29 2034.72
23022981 LA CANADA CA 91011 Primary SFR 360 80.0 7.375 5/1/99 4/1/29 2218.45
23023047 DALY CA 94014 Primary SFR 360 80.0 7 5/1/99 4/1/29 1942.69
23023179 OCEAN CITY NJ 8226 Primary SFR 360 75.0 6.625 3/1/99 2/1/29 2305.12
23023260 OXNARD CA 93035 Primary SFR 360 80.0 7.25 5/1/99 4/1/29 2373.98
23023310 HENDERSON NV 89012 Primary PUD 360 82.0 7 5/1/99 4/1/29 1909.42
23023369 EL SEGUNDA CA 90245 Primary SFR 360 69.3 7.25 4/1/99 3/1/29 2128.4
23023484 ELIZABETH CO 80107 Primary SFR 360 80.0 7 5/1/99 4/1/29 1862.85
23023542 PLEASANT HI CA 94523 Primary PUD 360 80.0 7 4/1/99 3/1/29 1838.9
23023641 FAIRFIELD CT 6430 Primary SFR 360 72.4 7.25 5/1/99 4/1/29 3138.02
23023658 NORTH BRUNS NJ 8902 Primary SFR 360 39.4 7.5 4/1/99 3/1/29 2272.45
23023716 HAVERFORD PA 19041 Primary SFR 360 90.0 7.5 4/1/99 3/1/29 2328.38
23023757 BOZEMAN MT 59715 Primary PUD 360 67.8 7 5/1/99 4/1/29 1916.08
23023781 LA CRESCENT CA 91214 Primary SFR 360 80.0 7.125 5/1/99 4/1/29 2128.96
23023823 LA CANADA CA 91011 Primary SFR 360 80.0 7.5 5/1/99 4/1/29 3412.17
23024037 CONCORD CA 94521 Primary SFR 360 80.0 7 5/1/99 4/1/29 1886.8
23024060 CERRITOS CA 90703 Primary SFR 360 80.0 7 4/1/99 3/1/29 2001.23
23024128 MOUNTAIN HO AR 72653 Primary SFR 360 78.8 7.25 5/1/99 4/1/29 2148.86
23024664 TRACY CA 95376 Primary SFR 360 80.0 6.875 5/1/99 4/1/29 1665.32
23024680 UNIVERSITY MO 63130 Primary PUD 360 75.2 7 5/1/99 4/1/29 2042.48
23024698 KANSAS CITY MO 64112 Primary SFR 360 80.0 7.75 5/1/99 4/1/29 4298.48
23025463 KEWADIN MI 49648 Secondary SFR 360 80.0 7.25 6/1/99 5/1/29 1910.09
23026594 ARVADA CO 80007 Primary PUD 360 69.0 7.125 5/1/99 4/1/29 2580.35
23026677 LOS ANGELES CA 90027 Primary SFR 360 80.0 7.5 5/1/99 4/1/29 2684.99
23026743 LA JOLLA CA 92037 Primary SFR 360 37.0 7.25 5/1/99 4/1/29 2524.06
23026800 GRANADA HIL CA 91344 Primary SFR 360 84.1 7 5/1/99 4/1/29 1846.22
23026834 HUNTINGTON CA 92648 Primary PUD 360 67.8 7.25 5/1/99 4/1/29 4185.16
23026842 COTO DE CAZ CA 92679 Primary PUD 360 65.2 6.875 6/1/99 5/1/29 2463.48
23027055 SANIBEL FL 33957 Secondary PUD 360 78.1 6.75 5/1/99 4/1/29 3242.99
23027113 HOUSTON TX 77005 Primary SFR 360 53.1 7.25 5/1/99 4/1/29 1739.55
23027790 FAIR OAKS R TX 78015 Primary PUD 360 69.1 7.125 6/1/99 5/1/29 1920.1
23029622 GLENVIEW IL 60025 Primary SFR 360 80.0 7 6/1/99 5/1/29 2235.42
23030810 PORTLAND OR 97210 Primary SFR 360 80.0 6.875 6/1/99 5/1/29 1863.05
23030869 ATLANTA GA 30327 Primary SFR 360 57.1 6.875 4/1/99 3/1/29 3284.64
23032154 DALLAS TX 75229 Primary SFR 360 64.9 7.125 6/1/99 5/1/29 2731.25
23032576 HOUSTON TX 77069 Primary PUD 360 80.0 7.125 6/1/99 5/1/29 1051
23034515 MCDONOUGH GA 30253 Primary SFR 360 72.0 7 6/1/99 5/1/29 2395.09
23035074 HOUSTON TX 77030 Primary SFR 360 70.7 7 6/1/99 5/1/29 1951.33
23035108 CHARLOTTE NC 28226 Primary PUD 360 79.2 6.875 7/1/99 6/1/29 1664
23038466 MANASSAS VA 20112 Primary PUD 360 71.0 7.125 5/1/99 4/1/29 2391.7
23039282 SARATOGA CA 95070 Primary SFR 360 59.4 7.5 5/1/99 4/1/29 3859.66
23039803 BROOKEVILLE MD 20833 Primary PUD 360 80.0 6.75 6/1/99 5/1/29 2658.61
23040389 SANTA CLARI CA 91350 Primary PUD 360 74.3 7.375 5/1/99 4/1/29 2693.63
23040462 LOS ANGELES CA 90272 Primary Condo 360 57.0 6.75 4/1/99 3/1/29 1848.5
23040512 MCLEAN VA 22102 Primary SFR 360 72.6 7.125 5/1/99 4/1/29 2324.33
23040538 LONGMONT CO 80503 Primary SFR 360 80.0 7 5/1/99 4/1/29 1809.62
23040553 GARRETT PAR MD 20896 Primary SFR 360 70.0 7.5 5/1/99 4/1/29 2765.39
23040660 GOLDEN CO 80403 Primary PUD 360 80.0 7 5/1/99 4/1/29 1874.49
23040678 BETHESDA MD 20852 Primary SFR 360 80.0 7 5/1/99 4/1/29 2368.48
23040702 BOULDER CO 80302 Primary SFR 240 90.0 6.875 5/1/99 4/1/19 2695.03
23040736 CANTON GA 30114 Primary SFR 360 81.4 7.125 5/1/99 4/1/29 2210.47
23040751 CALABASAS CA 91302 Primary PUD 360 73.7 7 4/1/99 3/1/29 2794.27
23040983 CLIFTON VA 20124 Primary SFR 360 77.8 7.375 5/1/99 4/1/29 2148
23041221 CAMARILLO CA 93012 Primary SFR 360 80.0 6.875 7/1/99 6/1/29 3783.91
23048960 SEVERNA PAR MD 21146 Primary PUD 360 55.6 7.125 6/1/99 5/1/29 1893.15
23049331 SCOTTSDALE AZ 85259 Primary PUD 360 80.0 7 6/1/99 5/1/29 1224.16
26249326 CLEMSON SC 29631 Primary PUD 360 90.0 7.25 7/1/99 6/1/29 1940.11
26759613 COROLLA NC 27927 Secondary PUD 360 72.1 7 6/1/99 5/1/29 2062.44
26943696 PEMBROKE PI FL 33029 Primary PUD 240 75.0 7.25 4/1/99 3/1/19 2576.63
27349489 MANHATTAN B CA 90266 Primary SFR 360 69.9 7 6/1/99 5/1/29 1860.19
27566488 RESTON VA 20194 Primary PUD 360 67.7 6.625 6/1/99 5/1/29 2016.98
27709302 BRENTWOOD TN 37027 Primary SFR 360 70.8 7 6/1/99 5/1/29 3393.05
27717602 MILL VALLEY CA 94941 Primary SFR 360 40.5 6.75 4/1/99 3/1/29 1812.84
27718501 SANTA MONIC CA 90405 Primary SFR 360 73.0 6.75 4/1/99 3/1/29 1893.91
27737857 GREAT FALLS MT 59405 Primary SFR 360 75.0 6.75 6/1/99 5/1/29 2918.7
27738335 NORTHRIDGE CA 91324 Primary SFR 360 63.6 6.875 4/1/99 3/1/29 2299.26
27755628 PLANO TX 75093 Primary SFR 360 75.0 7.25 6/1/99 5/1/29 2455.84
27759257 DANVILLE VA 24541 Primary SFR 240 61.9 6.875 6/1/99 5/1/19 2257.38
27766328 LOS ALTOS CA 94024 Primary SFR 360 65.0 6.625 4/1/99 3/1/29 2913.42
27780568 SAN JOSE CA 95124 Primary SFR 360 75.3 6.875 6/1/99 5/1/29 2424.07
27786805 ADDISON TX 75244 Primary SFR 360 80.0 7.125 6/1/99 5/1/29 1859.47
27802677 TORRANCE CA 90505 Investor SFR 360 69.1 7.25 6/1/99 5/1/29 2711.66
27804509 UNION CITY CA 94587 Primary SFR 360 80.0 7.375 6/1/99 5/1/29 2150.08
27806470 SAN FRANCIS CA 94131 Primary SFR 360 40.6 7.25 6/1/99 5/1/29 1688.39
27806801 ORINDA CA 94563 Primary SFR 360 67.0 7 6/1/99 5/1/29 3051.75
27810514 PLEASANTON CA 94566 Primary SFR 360 80.0 7.375 6/1/99 5/1/29 3812.53
27814508 ALPHARETTA GA 30005 Primary PUD 240 75.3 6.875 5/1/99 4/1/19 2242.02
27819481 DIAMOND BAR CA 91765 Primary SFR 240 76.7 7.25 6/1/99 5/1/19 2181.44
27823855 GRANITE BAY CA 95746 Primary SFR 360 95.0 7.625 6/1/99 5/1/29 2454.28
27839927 BOCA RATON FL 33496 Primary PUD 360 46.2 7.375 6/1/99 5/1/29 1899.36
27841857 HERNDON VA 20171 Primary PUD 360 80.0 6.875 7/1/99 6/1/29 1839.41
27866698 TEMPLE TERR FL 33637 Primary SFR 360 73.6 7 7/1/99 6/1/29 2669.86
27876200 SALINAS CA 93908 Primary SFR 360 80.0 7.375 6/1/99 5/1/29 2016.78
27880467 MILLBRAE CA 94030 Primary SFR 360 64.5 7.125 6/1/99 5/1/29 2364.76
27892439 WINDERMERE FL 34786 Primary SFR 360 84.9 7.375 6/1/99 5/1/29 2351.06
27899806 PALM BEACH FL 33418 Primary PUD 360 80.0 7 6/1/99 5/1/29 2474.93
27901578 ENCINO CA 91316 Primary SFR 360 64.0 6.875 6/1/99 5/1/29 3069.83
27902584 WICHITA KS 67205 Primary PUD 240 76.9 7.125 5/1/99 4/1/19 2383.69
27906510 SAN FRANCIS CA 94115 Primary SFR 360 44.1 7.125 5/1/99 4/1/29 3772.83
27915875 SAN FRANCIS CA 94116 Primary SFR 360 77.1 7.25 6/1/99 5/1/29 2892.43
27920958 ARLINGTON VA 22207 Primary SFR 360 80.0 6.875 6/1/99 5/1/29 2890.49
27929199 WASHINGTON DC 20015 Primary SFR 360 78.1 7.5 6/1/99 5/1/29 2118.62
27932151 FOLSOM CA 95630 Primary SFR 360 95.0 7.5 6/1/99 5/1/29 1799.78
27934520 DALLAS TX 75230 Primary PUD 360 71.5 7.375 6/1/99 5/1/29 2864.93
27944693 KEY WEST FL 33040 Secondary SFR 360 75.0 7.375 7/1/99 6/1/29 3651.95
27946433 WASHINGTON DC 20009 Primary Condo 360 80.0 7.125 6/1/99 5/1/29 1924.15
27949619 HOUSTON TX 77005 Primary SFR 360 80.0 7.25 7/1/99 6/1/29 1931.93
27951268 GRANITE BAY CA 95746 Primary SFR 360 79.5 7 6/1/99 5/1/29 2222.12
27955293 NORTH TOPSA NC 28460 Secondary PUD 360 75.0 7.125 6/1/99 5/1/29 1667.46
27957448 MENLO PARK CA 94025 Primary 2-Family 360 75.0 7 6/1/99 5/1/29 2894.07
27960806 COCONUT GRO FL 33133 Primary SFR 360 80.0 7.125 6/1/99 5/1/29 2861.96
27961010 MEMPHIS TN 38111 Primary SFR 360 80.0 7.625 6/1/99 5/1/29 1783.65
27961119 CUPERTINO CA 95014 Primary SFR 360 80.0 6.625 6/1/99 5/1/29 2561.25
27964667 SOUTH RIDIN VA 20152 Primary PUD 360 80.0 6.75 6/1/99 5/1/29 1748.62
27967694 MILL VALLEY CA 94941 Primary SFR 360 65.3 7.375 6/1/99 5/1/29 1895.22
27969930 CALABASAS CA 91302 Primary PUD 360 75.0 7.375 6/1/99 5/1/29 2486.44
27972900 CHEVY CHASE MD 20815 Primary SFR 360 69.6 7.375 6/1/99 5/1/29 2244.7
27974765 VIENNA VA 22182 Primary PUD 360 80.0 6.875 6/1/99 5/1/29 2837.93
27975085 WESTON FL 33326 Primary PUD 360 73.7 7 6/1/99 5/1/29 2428.36
27979541 SAN JOSE CA 95138 Primary SFR 360 69.0 7.125 6/1/99 5/1/29 3570.71
27979764 DURHAM NC 27707 Primary SFR 360 90.0 7.25 6/1/99 5/1/29 1983.09
27980465 REDWOOD CIT CA 94062 Primary SFR 360 80.0 7.375 6/1/99 5/1/29 2403.55
27986355 OAKLAND CA 94610 Primary SFR 360 75.0 6.75 6/1/99 5/1/29 2933.29
27988872 SOUTHERN SH NC 27949 Primary SFR 360 70.0 7.25 6/1/99 5/1/29 2101.11
27988971 SOUTHLAKE TX 76092 Primary PUD 360 80.0 7.125 6/1/99 5/1/29 2042.11
27993013 RANCHO PALO CA 90275 Primary SFR 360 62.4 6.5 6/1/99 5/1/29 1991.02
27995489 ST PETERSBU FL 33715 Primary SFR 360 69.0 7 7/1/99 6/1/29 2571.4
27997790 HUNTINGTON CA 92649 Primary PUD 360 80.0 7.125 6/1/99 5/1/29 2587.08
27998491 FREMONT CA 94539 Primary SFR 360 74.0 7.25 6/1/99 5/1/29 2333.05
27998806 OAKLAND CA 94602 Primary SFR 360 80.0 7.125 6/1/99 5/1/29 2096.62
27998921 CHARLOTTE NC 28270 Primary SFR 360 80.0 7.25 6/1/99 5/1/29 1664.52
27999457 PALO ALTO CA 94303 Primary SFR 360 59.1 6.625 7/1/99 6/1/29 4162.03
27999598 WASHINGTON DC 20009 Primary Townhouse360 65.9 7.25 6/1/99 5/1/29 3956.63
28001964 CHEVY CHASE MD 20815 Primary Condo 360 55.0 6.875 6/1/99 5/1/29 2167.87
28002053 HOUSTON TX 77096 Primary SFR 360 90.0 7 6/1/99 5/1/29 1700.52
28002418 PORT CHARLO FL 33948 Primary SFR 360 74.5 7.125 6/1/99 5/1/29 2435.5
28002574 SAN FRANCIS CA 94109 Primary 3-Family 360 62.4 7.25 5/1/99 4/1/29 3724.69
28005593 NEWPORT BEA CA 92663 Primary PUD 360 63.8 7 6/1/99 5/1/29 2035.83
28005726 FOLSOM CA 95630 Primary SFR 360 89.9 7.125 6/1/99 5/1/29 2300.75
28006443 CLIFTON VA 20124 Primary SFR 360 80.0 7 6/1/99 5/1/29 1809.62
28006716 ALEXANDRIA VA 22314 Primary SFR 360 80.0 7 6/1/99 5/1/29 1697.86
28006922 LOS ANGELES CA 90069 Primary SFR 360 38.6 6.75 6/1/99 5/1/29 2756.55
28007714 AUSTIN TX 78746 Primary SFR 360 51.4 7.125 6/1/99 5/1/29 2459.08
28007896 CARMEL CA 93923 Primary SFR 360 52.3 7.25 6/1/99 5/1/29 2817.39
28008043 SAN JUAN CA CA 92675 Primary PUD 360 69.1 7.125 6/1/99 5/1/29 2349.94
28008332 LOS ANGELES CA 90035 Primary 2-Family 360 67.3 7.5 6/1/99 5/1/29 2353.56
28008746 GRANITE BAY CA 95746 Primary SFR 360 85.0 7.125 6/1/99 5/1/29 1918.42
28009355 NEWPORT BEA CA 92662 Primary 2-Family 360 61.0 7.375 6/1/99 5/1/29 3329.06
28009447 SAN JOSE CA 95120 Primary SFR 360 59.8 7.125 6/1/99 5/1/29 2661.19
28009504 DANVILLE CA 94506 Primary SFR 360 70.0 7.25 6/1/99 5/1/29 3223.29
28009520 POWAY CA 92064 Primary SFR 360 89.5 6.875 6/1/99 5/1/29 2135.02
28009660 SAN JOSE CA 95135 Primary Condo 360 80.0 6.875 6/1/99 5/1/29 1991.81
28009678 CASTRO VALL CA 94552 Primary SFR 360 63.4 7.25 6/1/99 5/1/29 1923.74
28009777 CLAYTON CA 94517 Primary SFR 360 85.0 7.125 6/1/99 5/1/29 1883.39
28009793 WATSONVILLE CA 95076 Primary SFR 360 66.7 7.125 6/1/99 5/1/29 2021.16
28009819 REDMOND WA 98053 Primary SFR 360 76.7 7.125 6/1/99 5/1/29 2300.75
28011328 SUNNYVALE CA 94087 Primary SFR 360 62.5 7.375 6/1/99 5/1/29 2272.33
28011435 SAN JOSE CA 95158 Primary SFR 360 79.8 7.25 6/1/99 5/1/29 1742.97
28011831 SANTA CRUZ CA 95062 Primary SFR 360 60.4 7.25 6/1/99 5/1/29 2019.25
28011856 DAVIDSONVIL MD 21035 Primary PUD 360 80.0 7 6/1/99 5/1/29 2170.89
28012698 FREMONT CA 94555 Primary PUD 360 80.0 7.25 6/1/99 5/1/29 2112.02
28012987 TRACY CA 95376 Primary SFR 360 58.8 7.25 6/1/99 5/1/29 1705.45
28012995 CORTE MADER CA 94925 Primary SFR 360 57.5 7 6/1/99 5/1/29 2581.38
28013548 WRIGHTSVILL NC 28480 Secondary Condo 360 69.3 7 6/1/99 5/1/29 1797.65
28013688 EL CERRITO CA 94530 Primary SFR 360 80.0 7.125 6/1/99 5/1/29 2587.08
28013704 AGOURA HILL CA 91301 Primary PUD 360 57.9 7.375 6/1/99 5/1/29 1799.21
28013746 LOS ANGELES CA 90045 Primary SFR 360 80.0 7.25 6/1/99 5/1/29 2068.36
28014348 LINDON UT 84042 Primary SFR 360 90.0 7 6/1/99 5/1/29 1868.17
28014967 WALNUT CREE CA 94595 Primary SFR 360 80.0 7.125 6/1/99 5/1/29 2317.6
28015071 WASHINGTON DC 20003 Primary Townhouse360 80.0 7.25 6/1/99 5/1/29 2286.66
28015618 ALAMO CA 94507 Primary SFR 360 61.9 7.375 6/1/99 5/1/29 2072.03
28015717 SAN DIEGO CA 92122 Primary SFR 360 67.5 7 6/1/99 5/1/29 1862.85
28015808 SHERMAN OAK CA 91403 Primary SFR 360 56.7 7.125 6/1/99 5/1/29 3435.97
28015931 SAN FRANCIS CA 94116 Primary SFR 360 69.1 7.375 6/1/99 5/1/29 2244.7
28016699 CHARLESTON SC 29401 Primary Condo 360 50.5 7 7/1/99 6/1/29 3559.37
28017473 SARATOGA CA 95070 Primary SFR 360 58.8 7.25 6/1/99 5/1/29 3206.23
28018653 LOS ANGELES CA 90068 Primary SFR 360 78.7 6.875 6/1/99 5/1/29 2583.71
28019040 SAN JOSE CA 95120 Primary SFR 360 54.1 7.125 6/1/99 5/1/29 2425.39
28019057 LOS ANGELES CA 90049 Primary SFR 360 62.9 7.125 6/1/99 5/1/29 3092.37
28019537 LOS ANGELES CA 90004 Primary SFR 360 57.9 7.25 6/1/99 5/1/29 5426.72
28020162 ORINDA CA 94563 Primary SFR 360 76.6 7.25 6/1/99 5/1/29 2350.1
28020287 NEWPORT BEA CA 92660 Primary SFR 360 69.9 7.25 6/1/99 5/1/29 3288.09
28020469 LAFAYETTE CA 94549 Primary SFR 360 77.3 7.375 6/1/99 5/1/29 1975.34
28020808 LA CHATSWOR CA 91311 Primary SFR 360 60.6 7.25 6/1/99 5/1/29 3389.74
28020816 CAMARILLO CA 93010 Primary SFR 360 75.0 7.5 6/1/99 5/1/29 2280.84
28020832 SAN DIMAS CA 91773 Primary PUD 360 89.4 7.125 6/1/99 5/1/29 2789.2
28020956 FREMONT CA 94539 Primary PUD 360 70.5 7.375 6/1/99 5/1/29 2640.46
28021665 FOLSOM CA 95630 Primary SFR 360 68.9 7.125 6/1/99 5/1/29 2354.65
28022465 WALNUT CREE CA 94596 Primary SFR 360 58.4 7.375 6/1/99 5/1/29 1816.48
28022499 GILROY CA 95020 Primary SFR 360 78.9 7.25 6/1/99 5/1/29 2261.42
28022507 LA CANADA F CA 91011 Primary SFR 360 80.0 7 6/1/99 5/1/29 2341.87
28022689 SUNNYVALE CA 94087 Primary PUD 360 50.4 7.25 6/1/99 5/1/29 1855.52
28022978 PALO ALTO CA 94301 Primary SFR 360 72.2 7 6/1/99 5/1/29 2594.68
28023158 LA JOLLA CA 92037 Primary SFR 360 55.1 7.25 6/1/99 5/1/29 1691.8
28023307 SAN JOSE CA 95120 Primary SFR 360 54.5 7.375 6/1/99 5/1/29 1823.39
28023422 DANVILLE CA 94506 Primary PUD 360 51.0 7.25 6/1/99 5/1/29 2174.44
28023448 SAN JOSE CA 95131 Primary SFR 360 80.0 6.875 6/1/99 5/1/29 2233.56
28023513 MCLEAN VA 22101 Primary SFR 360 80.0 7 6/1/99 5/1/29 1729.79
28023653 LUTHERVILLE MD 21093 Primary SFR 360 77.7 7.125 6/1/99 5/1/29 2539.59
28023695 WALNUT CREE CA 94598 Primary SFR 360 68.7 7.375 6/1/99 5/1/29 1968.43
28023752 SOQUEL CA 95073 Primary SFR 360 61.8 6.625 6/1/99 5/1/29 3681.79
28023893 LOS ALTOS H CA 94022 Primary SFR 360 42.0 7 6/1/99 5/1/29 4124.88
28023901 ALEXANDRIA VA 22301 Primary SFR 360 80.0 7 6/1/99 5/1/29 1382.5
28024214 EDISTO BEAC SC 29438 Secondary SFR 360 80.0 6.75 6/1/99 5/1/29 2459.49
28026060 TAMPA FL 33626 Primary PUD 360 80.0 7.25 6/1/99 5/1/29 1924.42
28026391 PLEASANT HI CA 94523 Primary SFR 360 80.0 7.25 6/1/99 5/1/29 1740.92
28026557 SCOTTS VALL CA 95066 Primary SFR 360 79.5 7 6/1/99 5/1/29 1955.99
28026821 PLEASANTON CA 94560 Primary SFR 360 77.2 7.25 6/1/99 5/1/29 3397.24
28026896 VIENNA VA 22182 Primary PUD 360 77.8 7.125 6/1/99 5/1/29 3014.89
28026920 NORTHRIDGE CA 91326 Primary SFR 360 79.9 7 6/1/99 5/1/29 2328.56
28027415 NEWPORT BEA CA 92660 Primary SFR 360 57.4 7 6/1/99 5/1/29 2195.5
28027613 SAN JOSE CA 95124 Primary SFR 360 80.0 7.375 6/1/99 5/1/29 2033.35
28027878 RANCHO PALO CA 90275 Primary SFR 360 52.9 7.125 6/1/99 5/1/29 7410.91
28028140 ESCONDIDO CA 92029 Primary PUD 360 65.6 7.375 6/1/99 5/1/29 1768.13
28028769 SEBASTOPOL CA 95472 Primary SFR 360 80.0 7 6/1/99 5/1/29 2160.91
28029262 REDWOOD CIT CA 94062 Primary SFR 360 69.7 7.25 6/1/99 5/1/29 3018.64
28029338 VIRGINIA BE VA 23455 Primary PUD 360 72.7 7.25 6/1/99 5/1/29 2728.71
28030245 NOVATO CA 94947 Primary SFR 360 50.2 7.375 6/1/99 5/1/29 1733.6
28030369 SUNNYVALE CA 94087 Primary SFR 360 73.1 7.375 6/1/99 5/1/29 2348.3
28030765 SAN JOSE CA 95120 Primary SFR 360 52.2 7.25 6/1/99 5/1/29 1732.73
28030971 HIGHLAND PA TX 75209 Primary SFR 360 80.0 7.125 6/1/99 5/1/29 1784.01
28032787 SAN JOSE CA 95118 Primary SFR 360 80.0 6.875 7/1/99 6/1/29 2047
28033009 LOS ANGELES CA 90049 Primary Condo 360 90.0 7.125 6/1/99 5/1/29 1858.46
28033348 ENCINO CA 91436 Primary SFR 360 49.4 7.375 6/1/99 5/1/29 4268.38
28033629 SAN RAFAEL CA 94903 Primary SFR 360 66.1 7.25 6/1/99 5/1/29 1780.49
28033710 OAKTON VA 22124 Primary SFR 360 63.4 7.25 6/1/99 5/1/29 2421.73
28033736 TALLAHASSE FL 32312 Primary PUD 360 72.7 7.125 6/1/99 5/1/29 1879.68
28033868 SAN JOSE CA 95123 Primary SFR 360 70.0 6.875 6/1/99 5/1/29 1724.44
28034437 ARLINGTON VA 22202 Primary SFR 360 74.8 7.125 6/1/99 5/1/29 1920.1
28034759 ALPHARETTA GA 30005 Primary PUD 360 77.4 6.875 6/1/99 5/1/29 4270.04
28034874 WEST LAKE V CA 91361 Primary PUD 360 80.0 6.875 6/1/99 5/1/29 2102.18
28034908 DOVE CANYON CA 92679 Primary PUD 360 51.1 7.5 6/1/99 5/1/29 1823.56
28035764 SAN JOSE CA 95129 Primary PUD 360 90.0 7.5 6/1/99 5/1/29 2548.64
28036713 SANTA CRUZ CA 95062 Primary SFR 360 75.5 7.125 6/1/99 5/1/29 3051.95
28036820 SAN JOSE CA 95126 Primary SFR 360 69.2 7.125 6/1/99 5/1/29 3031.74
28036895 LOS ANGELES CA 90027 Primary SFR 360 63.3 7.125 6/1/99 5/1/29 4264.64
28037067 BURLINGAME CA 94010 Primary SFR 360 78.2 7.25 6/1/99 5/1/29 3199.41
28037356 AGOURA HILL CA 91301 Primary SFR 360 66.5 7 6/1/99 5/1/29 1659.93
28037943 NORCROSS GA 30092 Primary SFR 360 80.0 7.125 6/1/99 5/1/29 1767.84
28038008 WASHINGTON DC 20016 Primary SFR 360 80.0 7.25 6/1/99 5/1/29 2182.97
28039170 SAN JOSE CA 95129 Primary SFR 360 80.0 7.125 6/1/99 5/1/29 2317.6
28039410 GREER SC 29650 Primary PUD 360 71.9 7 6/1/99 5/1/29 1936.7
28039758 SAN MATEO CA 94403 Primary SFR 360 80.0 7 6/1/99 5/1/29 2443
28039840 SNOQUALMIE WA 98065 Primary SFR 360 80.0 7.25 7/1/99 6/1/29 1961.94
28042455 CHARLOTTESV VA 22903 Primary SFR 360 80.0 6.75 6/1/99 5/1/29 1660.42
28042950 SAN JOSE CA 95120 Primary SFR 360 80.0 7.25 6/1/99 5/1/29 2728.71
28043008 SAN JOSE CA 95148 Primary SFR 360 75.0 7.375 6/1/99 5/1/29 2227.43
28043065 PLEASANTON CA 94588 Primary PUD 360 77.2 7.25 6/1/99 5/1/29 4372.75
28043354 SAN JOSE CA 95125 Primary SFR 360 69.0 7.25 6/1/99 5/1/29 2871.97
28044626 SANTA CLARA CA 95050 Primary SFR 360 80.0 7.5 6/1/99 5/1/29 1873.9
28044642 HAYWARD CA 94542 Primary SFR 360 80.0 7.25 6/1/99 5/1/29 2537.7
28044949 VENICE CA 90291 Primary SFR 360 37.4 6.875 6/1/99 5/1/29 2627.72
28045631 SAN JOSE CA 95132 Primary SFR 360 80.0 7 6/1/99 5/1/29 2283.32
28045755 PLEASANTON CA 94588 Primary SFR 360 80.0 7 6/1/99 5/1/29 2102.36
28045979 CARNELIAN B CA 96140 Secondary SFR 360 80.0 7.25 6/1/99 5/1/29 2292.12
28046100 CHINO HILLS CA 91709 Primary SFR 360 68.3 7.375 6/1/99 5/1/29 2831.77
28046621 MILLBRAE CA 94030 Primary SFR 360 43.2 7 6/1/99 5/1/29 2228.77
28047074 SAN DIEGO CA 92130 Primary SFR 360 71.2 7 6/1/99 5/1/29 2109.01
28047827 LOS ANGELES CA 90045 Primary SFR 360 80.0 6.875 6/1/99 5/1/29 2522.61
28047843 SAN DIEGO CA 92131 Primary SFR 360 70.0 7.25 6/1/99 5/1/29 1790.04
28048155 ORINDA CA 94563 Primary SFR 360 80.0 7.25 6/1/99 5/1/29 1882.81
28048304 NOVATO CA 94949 Primary SFR 360 80.0 6.875 6/1/99 5/1/29 1961.29
28048866 SAN JOSE CA 95135 Primary SFR 360 71.6 6.875 6/1/99 5/1/29 2614.58
28048874 LOS ANGELES CA 90066 Primary SFR 360 54.8 7.25 6/1/99 5/1/29 1961.26
28049013 HILLSBOROUG CA 94010 Primary SFR 360 53.8 7.125 6/1/99 5/1/29 3806.51
28049807 EL CAJON CA 92019 Primary SFR 360 70.9 7 6/1/99 5/1/29 2029.18
28050193 POWAY CA 92064 Primary SFR 360 61.1 6.875 6/1/99 5/1/29 2450.35
28050227 REDONDO BEA CA 90278 Primary Condo 360 80.0 7.25 6/1/99 5/1/29 2046.53
28051332 GREENSBORO NC 27408 Primary SFR 360 80.0 7 6/1/99 5/1/29 1878.82
28052538 SAN JOSE CA 95123 Primary SFR 360 80.0 7.25 6/1/99 5/1/29 2037.67
28052652 WALNUT CREE CA 94596 Primary SFR 360 80.0 7 6/1/99 5/1/29 2075.75
28052686 NASHVILLE TN 37215 Primary SFR 360 55.0 7.25 6/1/99 5/1/29 1804.48
28053197 ALAMO CA 94507 Primary SFR 360 77.3 7.125 6/1/99 5/1/29 4163.59
28053312 MORGAN HILL CA 95037 Primary SFR 360 90.0 6.875 6/1/99 5/1/29 2317.65
28053361 CHATSWORTH CA 91311 Primary SFR 360 80.0 6.875 6/1/99 5/1/29 1983.93
28053643 LOS ANGELES CA 90046 Primary SFR 360 80.0 7 6/1/99 5/1/29 2794.28
28053700 SAN JOSE CA 95118 Primary SFR 360 64.8 7.375 6/1/99 5/1/29 2299.95
28053866 WALNUT CA 91789 Primary SFR 360 80.0 6.875 6/1/99 5/1/29 2196.77
28054336 CHARLESTON SC 29401 Secondary SFR 360 80.0 7.25 6/1/99 5/1/29 2564.99
28054476 THOUSAND OA CA 91361 Secondary PUD 360 54.5 7.25 6/1/99 5/1/29 4093.06
28054575 SAN JOSE CA 95148 Primary SFR 360 48.9 7 6/1/99 5/1/29 1982.61
28055051 OAKLAND CA 94705 Primary SFR 360 59.8 6.875 6/1/99 5/1/29 3284.65
28055119 SIERRA MADR CA 91024 Primary SFR 360 75.8 7 6/1/99 5/1/29 2395.09
28055358 REDONDO BEA CA 90278 Primary Condo 360 80.0 7.25 6/1/99 5/1/29 1770.93
28055390 CAMPBELL CA 95008 Primary SFR 360 63.2 7 6/1/99 5/1/29 2860.81
28055507 MORAGA CA 94556 Primary SFR 360 69.8 7 6/1/99 5/1/29 2993.87
28056521 OAKLAND CA 94611 Primary SFR 360 76.4 7 6/1/99 5/1/29 1829.59
28057438 PHOENIX AZ 85044 Primary SFR 360 93.8 7.125 6/1/99 5/1/29 2021.16
28057602 SARATOGA CA 95070 Primary SFR 360 57.7 7.25 6/1/99 5/1/29 1770.25
28057776 SAN JOSE CA 95135 Primary SFR 360 80.0 6.875 6/1/99 5/1/29 3349.03
28059087 ROCKVILLE MD 20852 Primary Condo 360 80.0 7.375 6/1/99 5/1/29 2044.4
28060168 WALNUT CA 91789 Primary SFR 360 72.5 7.25 6/1/99 5/1/29 2524.06
28061166 REDWOOD CIT CA 94061 Primary SFR 360 43.3 7.125 7/1/99 6/1/29 3503.34
28061497 ROSEVILLE CA 95661 Primary SFR 360 80.0 7.25 6/1/99 5/1/29 2046.88
28061596 BURBANK CA 91505 Primary SFR 360 80.0 7 6/1/99 5/1/29 2554.77
28061760 MORGAN HILL CA 95037 Primary SFR 360 80.0 6.875 6/1/99 5/1/29 3042.9
28063766 LAFAYETTE CA 94549 Primary SFR 360 80.0 6.75 6/1/99 5/1/29 2096.27
28064848 FOSTER CITY CA 94404 Primary SFR 360 57.0 7.25 6/1/99 5/1/29 1944.21
28064863 JUPITER FL 33477 Secondary PUD 360 53.1 7.25 6/1/99 5/1/29 2319.4
28067213 ATLANTA GA 30342 Primary SFR 360 80.0 7.25 6/1/99 5/1/29 2592.27
28068559 SIMI VALLEY CA 93065 Primary SFR 360 80.0 7 6/1/99 5/1/29 1756.4
28069334 SAN JOSE CA 95112 Primary SFR 360 80.0 7.375 6/1/99 5/1/29 1956
28069656 SAUSALITO CA 94965 Primary SFR 360 46.4 7.125 6/1/99 5/1/29 2358.02
28070134 NORTHRIDGE CA 91325 Primary SFR 360 73.7 7.375 6/1/99 5/1/29 2085.84
28070555 FULLERTON CA 92833 Primary PUD 360 80.0 7.25 6/1/99 5/1/29 2019.25
28071884 MERCER ISLA WA 98040 Primary SFR 360 69.9 7.5 6/1/99 5/1/29 3712.83
28072155 IRVINE CA 92612 Primary PUD 360 63.3 7.25 6/1/99 5/1/29 2029.48
28072569 FAIRFAX CA 94930 Primary SFR 360 79.5 7.25 6/1/99 5/1/29 3983.91
28075885 SOUTH LAKE CA 96150 Investor SFR 360 75.0 7.625 6/1/99 5/1/29 2096.84
28075950 GREENSBORO NC 27455 Primary PUD 360 80.0 7.25 7/1/99 6/1/29 4256.78
28076248 MANHATTAN B CA 90266 Primary SFR 360 67.9 7 6/1/99 5/1/29 3792.23
28076578 SAN DIEGO CA 92131 Primary SFR 360 90.0 7.25 6/1/99 5/1/29 1792.76
28076743 CARMEL CA 93923 Secondary SFR 360 80.0 7.375 6/1/99 5/1/29 2005.73
28077097 FOLSOM CA 95630 Primary SFR 360 80.0 7.25 6/1/99 5/1/29 2013.79
28077626 CUPERTINO CA 95014 Primary SFR 360 80.0 7 6/1/99 5/1/29 3619.25
28078905 SALISBURY NC 28144 Primary SFR 360 75.7 7.375 6/1/99 5/1/29 3004.44
28079473 SAN GABRIEL CA 91775 Primary SFR 360 80.0 6.875 6/1/99 5/1/29 2202.03
28080158 SAN FRANCIS CA 94115 Primary SFR 360 38.9 7.25 6/1/99 5/1/29 3332.44
28080190 SAN RAFAEL CA 94901 Primary SFR 360 74.1 7 6/1/99 5/1/29 1701.52
28081370 HILTON HEAD SC 29928 Primary PUD 360 67.2 7.625 7/1/99 6/1/29 1973.33
28082618 CHANTILLY VA 20151 Primary PUD 360 80.0 7 6/1/99 5/1/29 1942.68
28083293 SUNNYVALE CA 94087 Primary SFR 360 68.8 7.25 6/1/99 5/1/29 2817.39
28084085 HOLMES BEAC FL 34217 Primary SFR 360 71.7 7.125 6/1/99 5/1/29 1947.05
28084770 IRVINE CA 92620 Primary SFR 360 80.0 7 6/1/99 5/1/29 1729.13
28084812 SACRAMENTO CA 95829 Primary SFR 360 74.8 7.125 6/1/99 5/1/29 1637.14
28085959 MILPITAS CA 95035 Primary SFR 360 80.0 7 6/1/99 5/1/29 1783.02
28086296 SEATTLE WA 98199 Primary SFR 360 80.0 7 6/1/99 5/1/29 1929.38
28087062 RENTON WA 98059 Primary SFR 360 74.6 7 6/1/99 5/1/29 2009.22
28087179 TACOMA WA 98465 Primary SFR 360 78.1 6.875 6/1/99 5/1/29 1937.94
28087294 NEWPORT BEA CA 92660 Primary SFR 360 57.1 7.25 6/1/99 5/1/29 2046.53
28087781 MALIBU CA 90265 Primary SFR 360 70.0 7.25 6/1/99 5/1/29 3772.44
28091155 BELMONT CA 94002 Primary SFR 300 65.1 7.25 6/1/99 5/1/24 2045.55
28091353 NEWPORT BEA CA 92663 Primary PUD 360 80.0 6.5 7/1/99 6/1/29 1865.87
28091452 POTOMAC MD 20854 Primary PUD 360 65.0 7.125 6/1/99 5/1/29 2694.88
28091965 MANCOS CO 81328 Primary SFR 360 48.8 7.125 6/1/99 5/1/29 1684.3
28092021 LAGUNA NIGU CA 92677 Primary SFR 360 77.8 7.25 6/1/99 5/1/29 2813.98
28092484 GRANITE BAY CA 95746 Primary SFR 360 80.0 7 6/1/99 5/1/29 2394.56
28092823 MCLEAN VA 22101 Primary SFR 360 70.8 7.25 6/1/99 5/1/29 2087.46
28093946 MOUNT PLEAS SC 29464 Primary PUD 360 80.0 7 6/1/99 5/1/29 1756.4
28094191 ASPEN CO 81611 Secondary Condo 360 78.2 7.375 7/1/99 6/1/29 2348.3
28094266 SOUTH SAN F CA 94080 Primary PUD 360 80.0 7.5 6/1/99 5/1/29 1957.81
28094415 ALAMO CA 94507 Primary SFR 360 52.7 7.25 6/1/99 5/1/29 3417.71
28094696 HUNTINGTON CA 92649 Primary SFR 360 75.0 7 6/1/99 5/1/29 2993.87
28094753 COSTA MESA CA 92627 Primary SFR 240 68.6 7.25 6/1/99 5/1/19 2521.3
28095040 SUNNYVALE CA 94087 Primary SFR 360 58.2 7.25 6/1/99 5/1/29 1964.67
28097269 PLEASANTON CA 94566 Primary SFR 360 79.2 7.125 6/1/99 5/1/29 2236.75
28097517 DALLAS TX 75240 Primary PUD 360 66.2 7 7/1/99 6/1/29 3745.66
28097939 SAN JOSE CA 95130 Primary SFR 360 75.7 7.25 6/1/99 5/1/29 1910.1
28098606 SANTA CRUZ CA 95062 Primary SFR 360 59.9 6.875 6/1/99 5/1/29 2220.42
28099661 GRANITE BAY CA 95746 Primary SFR 360 90.0 7.125 6/1/99 5/1/29 2243.49
28099794 SAN DIEGO CA 92107 Primary SFR 360 62.7 7.25 6/1/99 5/1/29 1923.74
28100204 SAN JOSE CA 95120 Primary SFR 360 74.4 7.125 6/1/99 5/1/29 4284.85
28100931 PALM SPRING CA 92264 Primary SFR 360 67.4 7.125 6/1/99 5/1/29 2021.16
28102713 HIGHLAND PA TX 75205 Primary SFR 360 28.8 7.375 6/1/99 5/1/29 1830.29
28104081 PLANTATION FL 33324 Primary PUD 360 80.0 7.25 6/1/99 5/1/29 3519.69
28104941 SAN JOSE CA 95120 Primary SFR 360 79.0 7.375 6/1/99 5/1/29 4144.06
28105278 SAN JOSE CA 95117 Primary SFR 360 75.0 7.125 6/1/99 5/1/29 1919.43
28105393 SAN JUAN CA CA 92675 Primary SFR 360 80.0 7.125 6/1/99 5/1/29 2676.01
28105716 VENICE CA 90291 Primary SFR 360 80.0 7 6/1/99 5/1/29 2554.77
28109742 CARMEL CA 93923 Primary SFR 360 80.0 7 6/1/99 5/1/29 1916.08
28110872 SANTA MONIC CA 90405 Primary SFR 360 60.2 7 6/1/99 5/1/29 2993.87
28111383 SOUTHLAKE TX 76092 Primary PUD 360 64.1 7.375 6/1/99 5/1/29 2479.53
28111524 BURLINGAME CA 94010 Primary SFR 360 62.4 7.25 6/1/99 5/1/29 3192.59
28111565 FREMONT CA 94539 Primary SFR 360 71.3 7.25 6/1/99 5/1/29 2455.84
28113058 TAMPA FL 33549 Primary SFR 360 57.5 7.25 7/1/99 6/1/29 3410.89
28113272 BAINBRIDGE WA 98110 Primary SFR 360 78.6 6.875 6/1/99 5/1/29 1760.57
28113421 CASTRO VALL CA 94546 Primary SFR 360 75.0 7.25 6/1/99 5/1/29 2289.39
28114536 SAN JUAN CA CA 92675 Primary SFR 360 75.0 7.375 6/1/99 5/1/29 3133.94
28114650 SAN RAMON CA 94583 Primary SFR 360 69.6 7 7/1/99 6/1/29 2128.97
28116614 ALAMEDA CA 94501 Primary SFR 360 73.5 7.125 6/1/99 5/1/29 2647.72
28118172 SANTA ROSA CA 95401 Primary SFR 360 51.2 6.875 7/1/99 6/1/29 2522.61
28118222 FREMONT CA 94555 Primary SFR 360 80.0 7.25 6/1/99 5/1/29 1828.24
28118396 CYPRESS CA 90630 Primary SFR 360 76.2 7.375 6/1/99 5/1/29 2210.17
28118867 FRANKLIN TN 37067 Primary SFR 360 80.0 6.875 6/1/99 5/1/29 1760.05
28119824 GRANITE BAY CA 95746 Primary SFR 360 78.1 7.125 6/1/99 5/1/29 3051.95
28119881 GILROY CA 95020 Primary SFR 360 78.3 7.125 7/1/99 6/1/29 1687
28119949 ST LOUIS MO 63124 Primary SFR 360 61.7 7.25 6/1/99 5/1/29 2012.43
28120327 MALIBU CA 90265 Primary SFR 360 46.0 7.25 6/1/99 5/1/29 3763.57
28120541 SAN JOSE CA 95126 Primary SFR 360 53.1 7.375 6/1/99 5/1/29 2054.76
28120566 FALLS CHURC VA 22042 Primary PUD 360 80.0 7.125 7/1/99 6/1/29 2026.88
28120806 PLEASANTON CA 94588 Primary SFR 360 69.9 7 6/1/99 5/1/29 2508.2
28120962 RANCHO PALO CA 90275 Primary SFR 360 66.9 6.875 6/1/99 5/1/29 2371.52
28121135 SAN JUAN CA CA 92675 Primary PUD 360 57.0 7.25 7/1/99 6/1/29 3983.91
28122026 YORBA LINDA CA 92887 Primary SFR 360 48.3 7.25 6/1/99 5/1/29 1712.27
28122265 DULUTH GA 30097 Primary PUD 360 80.0 6.875 7/1/99 6/1/29 2422.76
28122448 OKLAHOMA CI OK 73170 Primary PUD 360 90.0 7.25 6/1/99 5/1/29 1980.02
28122752 CRESTWOOD KY 40014 Primary SFR 360 95.0 7.5 6/1/99 5/1/29 1859.92
28123321 CHARLOTTE NC 28226 Primary SFR 360 51.5 7 6/1/99 5/1/29 1729.79
28123677 DELRAY BEAC FL 33483 Primary SFR 360 80.0 7 7/1/99 6/1/29 2049.14
28123685 SUNNYVALE CA 94087 Primary SFR 360 56.5 7.125 6/1/99 5/1/29 2358.02
28123750 SUNNYVALE CA 94087 Primary SFR 360 70.0 7.375 6/1/99 5/1/29 2562.41
28123842 TUSTIN CA 92782 Primary Condo 360 80.0 7.125 6/1/99 5/1/29 2134.35
28124162 SAN ANSELMO CA 94960 Primary SFR 360 65.7 7 7/1/99 6/1/29 2228.77
28124253 APTOS CA 95003 Primary PUD 360 77.6 6.875 6/1/99 5/1/29 2020.06
28124782 FREMONT CA 94539 Primary SFR 360 80.0 7.125 6/1/99 5/1/29 4284.85
28124816 THOUSAND OA CA 91362 Primary SFR 360 73.0 7.125 6/1/99 5/1/29 2162.64
28124881 STUART FL 34996 Primary Condo 360 67.6 6.875 7/1/99 6/1/29 2332.1
28125094 SANTA CLARA CA 95051 Primary SFR 360 71.6 7.25 6/1/99 5/1/29 2196.61
28125219 WESTLAKE VI CA 91361 Primary SFR 360 56.8 7.25 6/1/99 5/1/29 2326.23
28125250 SOUTH PASAD CA 91030 Primary SFR 360 78.4 7.125 7/1/99 6/1/29 2034.63
28125755 YORBA LINDA CA 92886 Primary SFR 360 61.0 7.25 7/1/99 6/1/29 2039.71
28125995 SAN FRANCIS CA 94122 Primary 2-Family 360 68.6 7.25 6/1/99 5/1/29 3274.45
28126407 FREMONT CA 94536 Primary PUD 360 75.0 7.625 6/1/99 5/1/29 2256.1
28126464 ATLANTA GA 30350 Primary PUD 360 64.6 7 6/1/99 5/1/29 2707.79
28126647 SARATOGA CA 95070 Primary SFR 360 36.7 7 6/1/99 5/1/29 4490.8
28127041 FREMONT CA 94539 Primary PUD 360 79.6 6.875 6/1/99 5/1/29 3284.65
28127306 SAN JOSE CA 95136 Primary SFR 360 77.9 7.375 6/1/99 5/1/29 1830.29
28127355 BELLEVUE WA 98005 Primary SFR 360 75.0 6.875 7/1/99 6/1/29 2217.14
28127462 SIMI VALLEY CA 93065 Primary SFR 360 62.4 7.25 7/1/99 6/1/29 2339.87
28127918 PALOS VERDE CA 90274 Primary SFR 360 37.6 7 7/1/99 6/1/29 6260.5
28129534 SAN JOSE CA 95132 Primary SFR 360 66.2 7 7/1/99 6/1/29 2049.14
28130102 SAN JOSE CA 95138 Primary SFR 360 69.5 7.25 7/1/99 6/1/29 3035.69
28130532 BELVEDERE CA 94920 Primary SFR 360 40.4 6.875 7/1/99 6/1/29 3186.11
28130672 HIGHLAND PA TX 75205 Primary SFR 360 80.0 6.875 6/1/99 5/1/29 6900.39
28131084 LODI CA 95240 Primary SFR 360 79.5 7.125 6/1/99 5/1/29 2358.02
28131225 CHINO HILLS CA 91709 Primary SFR 360 79.1 7.25 6/1/99 5/1/29 1889.63
28131373 SAN ANSELMO CA 94960 Primary SFR 360 63.3 7.125 6/1/99 5/1/29 1832.52
28131746 LOS GATOS CA 95032 Primary SFR 360 59.3 6.875 6/1/99 5/1/29 2335.39
28132108 LIVERMORE CA 94550 Primary SFR 360 76.9 7.25 6/1/99 5/1/29 2728.71
28132975 CARMICHAEL CA 95608 Primary SFR 360 74.8 7.25 6/1/99 5/1/29 2728.71
28133809 LOS ANGELES CA 90049 Primary SFR 360 69.1 7.25 7/1/99 6/1/29 4099.88
28134435 SAN CARLOS CA 94070 Primary SFR 360 57.3 7.125 6/1/99 5/1/29 3163.79
28136471 BERKELY CA 94707 Primary SFR 360 41.9 6.875 6/1/99 5/1/29 2135.02
28136968 LOS GATOS CA 95030 Primary SFR 360 36.2 7 7/1/99 6/1/29 2408.4
28137107 JACKSON CA 95642 Primary SFR 360 76.3 7.25 6/1/99 5/1/29 1998.78
28137917 ISLE OF PAL SC 29451 Primary SFR 360 61.9 6.875 6/1/99 5/1/29 4270.04
28137982 SAN JOSE CA 95148 Primary SFR 360 63.5 7.25 6/1/99 5/1/29 1732.73
28138295 LA JOLLA CA 92037 Primary SFR 360 52.7 6.875 7/1/99 6/1/29 4266.76
28138436 MILL VALLEY CA 94941 Primary SFR 360 79.0 7.25 6/1/99 5/1/29 3288.09
28138816 SAN ANSELMO CA 94960 Primary SFR 360 73.0 6.75 7/1/99 6/1/29 2886.27
28139566 BURLINGAME CA 94010 Primary SFR 360 63.9 7.125 7/1/99 6/1/29 2863.31
28140762 FREMONT CA 94539 Primary SFR 360 80.0 7 7/1/99 6/1/29 2767.66
28140994 GLENDALE CA 91206 Primary SFR 360 80.0 7 7/1/99 6/1/29 2927.34
28141281 THOUSAND OA CA 91360 Primary SFR 360 80.0 6.875 6/1/99 5/1/29 2128.45
28142677 DALLAS TX 75214 Primary SFR 360 75.1 6.75 7/1/99 6/1/29 2594.4
28143626 ATLANTA GA 30350 Primary SFR 240 68.1 7 6/1/99 5/1/19 2201.85
28144244 SAN JOSE CA 95131 Primary SFR 360 79.5 7.25 6/1/99 5/1/29 2087.46
28144558 SAN FRANCIS CA 94121 Primary SFR 360 66.3 7 7/1/99 6/1/29 1896.12
28144699 KENSINGTON CA 94707 Primary SFR 360 63.5 7 6/1/99 5/1/29 3504.82
28147494 SUISUN VALL CA 94585 Primary SFR 360 80.0 7.125 6/1/99 5/1/29 2587.08
28147783 CRAWFORDVIL FL 32327 Secondary SFR 360 90.0 7 6/1/99 5/1/29 1916.08
28148435 FAIRFAX VA 22030 Primary PUD 360 80.0 6.875 6/1/99 5/1/29 1918.23
28152049 SEATTLE WA 98116 Primary SFR 360 80.0 7.375 6/1/99 5/1/29 2210.17
28153187 GILROY CA 95020 Primary SFR 360 78.9 7 7/1/99 6/1/29 2281.99
28153724 MIDLOTHIAN VA 23113 Primary SFR 360 80.0 7 7/1/99 6/1/29 1942.69
28154144 SAN JOSE CA 95138 Primary PUD 360 69.2 7.25 6/1/99 5/1/29 3728.1
28154276 SAN CARLOS CA 94070 Primary SFR 360 49.0 7.125 7/1/99 6/1/29 2560.14
28154813 PLEASANTON CA 94566 Primary PUD 360 68.2 7.25 6/1/99 5/1/29 3683.76
28155224 SUNNYVALE CA 94086 Primary SFR 360 79.0 7.25 6/1/99 5/1/29 2694.6
28155687 GAINESVILLE FL 32606 Primary PUD 360 80.0 7 7/1/99 6/1/29 1713.82
28156834 CHARLESTON SC 29401 Primary SFR 360 80.0 6.75 7/1/99 6/1/29 1787.54
28157451 SAN JOSE CA 95117 Primary SFR 360 80.0 7.25 6/1/99 5/1/29 2395.81
28157964 ENCINITAS CA 92024 Primary SFR 360 62.2 6.875 6/1/99 5/1/29 2161.3
28158020 WALNUT CA 91789 Primary SFR 360 74.1 7.25 6/1/99 5/1/29 2728.71
28158111 AGOURA HILL CA 91301 Primary SFR 360 80.0 7 7/1/99 6/1/29 3699.09
28158640 BELMONT CA 94002 Primary SFR 360 80.0 7.125 6/1/99 5/1/29 2425.39
28159366 SUNNYVALE CA 94087 Primary SFR 360 51.6 7.25 7/1/99 6/1/29 1971.49
28163855 DANVILLE CA 94506 Primary PUD 360 80.0 7.25 6/1/99 5/1/29 3301.74
28164754 PLAYA DEL R CA 90293 Primary SFR 360 53.3 7.25 6/1/99 5/1/29 2510.41
28165108 REDWOOD CIT CA 94065 Primary SFR 360 80.0 7.125 7/1/99 6/1/29 2991.32
28165140 SAN MARINO CA 91108 Primary SFR 360 57.4 7 7/1/99 6/1/29 2461.62
28166221 PLEASANTON CA 94588 Primary PUD 360 68.9 7.375 6/1/99 5/1/29 1813.03
28168938 ATLANTA GA 30309 Primary SFR 360 50.4 6.875 7/1/99 6/1/29 1819.7
28170074 CHARLOTTE NC 28207 Primary SFR 360 79.2 7 7/1/99 6/1/29 3416.33
28170421 CONCORD CA 94518 Primary SFR 360 80.0 7.25 6/1/99 5/1/29 2832.4
28172724 CAMPBELL CA 95008 Primary SFR 360 69.3 7.375 6/1/99 5/1/29 2306.86
28174704 HILLSBOROUG CA 94010 Primary SFR 360 46.4 7.125 7/1/99 6/1/29 4379.18
28177186 MOUNTAIN VI CA 94040 Primary SFR 360 47.1 7.25 6/1/99 5/1/29 2315.31
28178051 CALABASAS CA 91302 Primary SFR 360 69.9 7 7/1/99 6/1/29 1975.95
28178176 PEBBLE BEAC CA 93953 Primary SFR 360 19.7 7 6/1/99 5/1/29 4324.47
28185007 TORRANCE CA 90505 Primary SFR 360 80.0 7 6/1/99 5/1/29 1836.24
28185155 NEWHALL CA 91321 Primary SFR 360 75.3 7 7/1/99 6/1/29 2128.97
28185460 MORGAN HILL CA 95037 Primary SFR 360 51.1 7.125 7/1/99 6/1/29 1771.88
28185569 MOUNTAIN VI CA 94040 Primary SFR 360 51.5 7.125 7/1/99 6/1/29 2297.39
28185924 PALO ALTO CA 94301 Primary SFR 360 38.9 7.25 7/1/99 6/1/29 2387.62
28187078 BURLINGAME CA 94010 Primary SFR 360 68.0 7.125 7/1/99 6/1/29 3894.1
28188183 SARATOGA CA 95070 Primary SFR 360 49.2 6.875 7/1/99 6/1/29 3186.11
28189074 TAMPA FL 33606 Primary SFR 360 80.0 7.125 6/1/99 5/1/29 1886.42
28193076 SAN JOSE CA 95148 Primary SFR 360 80.0 6.875 7/1/99 6/1/29 1960.28
28196913 CINCINNATI OH 45220 Primary SFR 360 88.4 7.25 6/1/99 5/1/29 2073.82
28197234 FREMONT CA 94539 Primary PUD 360 80.0 7.5 6/1/99 5/1/29 3495.73
28198000 SALT LAKE C UT 84121 Primary SFR 360 62.5 7.25 6/1/99 5/1/29 6821.77
28200442 SAN RAMON CA 94583 Primary SFR 360 68.8 7.375 7/1/99 6/1/29 2375.93
28200533 PLEASANTON CA 94566 Primary SFR 360 75.0 6.875 7/1/99 6/1/29 2167.87
28207157 ISLE OF PAL SC 29451 Secondary SFR 360 75.0 7 7/1/99 6/1/29 3635.05
28208650 SAN MATEO CA 94403 Primary SFR 360 68.8 7.125 7/1/99 6/1/29 1785.36
NBMC
Settlement 6/24/1999
Bank of America Mortgage Securities, Inc., Series 1999-7
LOAN# SCHPTD ORIG BAL ACT BALANCE SCH BALANCE PURP DOC APPRAISAL RTRM CLTV
----- ------ -------- ----------- ----------- ---- --- --------- ---- ----
22145320 6/1/99 288496 288259.52 288021.66 R/T REFI FULL 365000 358 78.9
22404727 6/1/99 360000 357913.37 357591.68 PURCH FULL 450000 353 79.5
22440838 6/1/99 299050 297809.96 297557.59 PURCH FULL 335000 354 89.6
22450456 6/1/99 238100 236544.68 236544.68 C/O REFI FULL 309000 352 76.6
22468482 6/1/99 276000 275773.77 275773.77 R/T REFI FULL 345000 359 79.9
22514608 6/1/99 317000 316758.79 316516.1 R/T REFI FULL 400000 358 79.2
22563563 6/1/99 266950 265943.6 265753.27 PURCH FULL 282000 354 94.6
22574750 6/1/99 251750 250976.64 250780.32 PURCH FULL 265000 355 94.6
22581300 6/1/99 337500 336135.45 335894.23 C/O REFI FULL 450000 354 74.6
22581839 6/1/99 307800 307800 307559.89 R/T REFI FULL 663000 359 46.4
22585038 6/1/99 254000 252793.01 252793.01 PURCH FULL 324000 354 79.6
22586648 6/1/99 298125 297085.63 296873.64 PURCH FULL 400000 354 74.7
22595128 6/1/99 638050 638050 637513.96 PURCH FULL 800000 359 79.9
22596258 6/1/99 450000 447698.93 447307.69 R/T REFI FULL 568000 353 78.8
22600142 6/1/99 247000 246071.87 245882.75 R/T REFI FULL 335000 354 73.4
22623268 6/1/99 280000 279118.32 278894.56 R/T REFI FULL 400000 355 69.7
22636518 6/1/99 285908 280871.21 280598.36 PURCH FULL 427000 343 65.8
22637813 6/1/99 260750 259887.53 259668.76 PURCH FULL 325000 355 79.9
22669246 6/1/99 297300 283237.09 283237.09 R/T REFI FULL 800000 355 35.4
22671259 6/1/99 380000 379036.75 378711.98 PURCH FULL 465000 356 82.3
22673032 6/1/99 280000 279290.25 279050.95 PURCH FULL 355000 356 79.7
22683254 6/1/99 347400 346306.08 346028.47 R/T REFI FULL 440000 355 78.7
22710396 6/1/99 650000 648352.35 647796.83 R/T REFI FULL 1800000 356 36.0
22711188 6/1/99 280000 279290.25 279050.95 R/T REFI FULL 350000 356 79.7
22711386 6/1/99 290000 289264.88 289017.03 R/T REFI FULL 365000 356 79.2
22712509 6/1/99 156144 155736.17 155602.65 PURCH FULL 196000 356 79.7
22716633 6/1/99 448950 447428.31 447428.31 PURCH FULL 565000 356 79.7
22722961 6/1/99 260000 258693.59 258693.59 PURCH FULL 432000 356 60.0
22726533 6/1/99 284000 283767.21 283533.06 R/T REFI FULL 355000 358 79.9
22728612 6/1/99 256500 253355.89 253112.23 PURCH FULL 291000 354 88.8
22732580 6/1/99 304000 303487.75 303487.75 PURCH FULL 383000 358 79.9
22738165 6/1/99 400000 398576.64 398576.64 PURCH FULL 582800 356 71.0
22738686 6/1/99 330000 329163.5 328881.46 PURCH FULL 440000 356 76.5
22755102 6/1/99 364800 364200.22 363897.7 PURCH FULL 457000 357 79.8
22760565 6/1/99 512000 511158.19 511158.19 C/O REFI FULL 650000 358 78.7
22768287 6/1/99 337500 337223.35 336945.09 C/O REFI FULL 450000 358 74.9
22780571 6/1/99 278000 278000 277777.69 R/T REFI FULL 370000 359 75.1
22789887 6/1/99 308000 307453.51 307453.51 PURCH FULL 392000 359 79.9
22800486 6/1/99 352000 351421.24 351129.33 PURCH FULL 440000 357 79.8
22800544 6/1/99 350000 349410.21 349410.21 R/T REFI FULL 616000 358 56.7
22803837 6/1/99 583800 583344.58 583344.58 R/T REFI FULL 750000 359 77.8
22808265 6/1/99 331000 331000 330728.68 R/T REFI FULL 600000 359 55.2
22820237 6/1/99 375000 374721.69 374721.69 C/O REFI FULL 500000 359 74.9
22820583 6/1/99 262000 262000 261800.64 R/T REFI FULL 350000 359 74.8
22821870 6/1/99 388550 387926.73 387926.73 R/T REFI FULL 525000 358 73.9
22824098 6/1/99 600000 600000 599483.41 PURCH FULL 850000 359 70.9
22824601 6/1/99 304000 303713.42 303462.56 PURCH FULL 380000 358 79.9
22824999 6/1/99 380000 380000 379696.12 PURCH FULL 485000 359 79.9
22825657 6/1/99 255000 254790.97 254790.97 R/T REFI FULL 340000 359 74.9
22828545 6/1/99 300000 300000 299754.09 R/T REFI FULL 450000 359 66.6
22829063 6/1/99 266200 266200 265740.32 R/T REFI FULL 400000 358 66.5
22833958 6/1/99 400000 399604.05 399604.05 C/O REFI FULL 650000 359 61.5
22834170 6/1/99 316200 316200 315947.14 PURCH FULL 397000 359 79.9
22836233 6/1/99 336000 335364.73 334725.69 R/T REFI FULL 420000 238 79.7
22836902 6/1/99 350000 349424.54 349424.54 R/T REFI FULL 705000 358 49.6
22837546 6/1/99 500000 499600.15 499197.93 C/O REFI FULL 715000 358 69.8
22838445 6/1/99 285000 285000 284772.09 R/T REFI FULL 325000 359 87.6
22838544 6/1/99 368000 367491.82 367491.82 PURCH FULL 460000 358 79.9
22839146 6/1/99 295000 295000 294764.09 PURCH FULL 440000 359 67.0
22840391 6/1/99 469000 469000 468615.56 R/T REFI FULL 660000 359 71.0
22845127 6/1/99 268000 267769.26 267769.26 PURCH FULL 338000 359 79.9
22847545 6/1/99 500000 499590.15 499590.15 C/O REFI FULL 850000 359 58.8
22848089 6/1/99 264150 263938.76 263726.27 PURCH FULL 295000 358 89.9
22850853 6/1/99 355300 355015.86 355015.86 PURCH FULL 450000 359 79.9
22851687 6/1/99 335000 334480.26 334202.63 PURCH FULL 500000 358 66.8
22852057 6/1/99 262400 262079.55 262079.55 PURCH FULL 356000 359 74.7
22855621 6/1/99 275000 275000 274785.48 C/O REFI FULL 500000 359 55.0
22856256 6/1/99 181150 181005.13 180859.4 PURCH FULL 228000 358 79.9
22857395 6/1/99 250000 249785.7 249594.15 PURCH FULL 295000 358 91.4
22857742 6/1/99 296000 295570.16 295570.16 PURCH FULL 370000 358 79.9
22858120 6/1/99 318750 318750 318488.72 R/T REFI FULL 435000 359 73.2
22858740 6/1/99 251650 251650 251453.69 PURCH FULL 264900 359 94.9
22861371 6/1/99 305000 305000 304756.1 PURCH FULL 565000 359 55.0
22861744 6/1/99 618300 617805.56 617308.18 R/T REFI FULL 875000 358 70.6
22862148 6/1/99 320000 320000 319756.51 PURCH FULL 400000 359 79.9
22863153 6/1/99 270000 269689.37 269476.86 PURCH FULL 365000 358 73.9
22864565 6/1/99 264000 263783.6 263783.6 PURCH FULL 330000 359 79.9
22865968 6/1/99 263150 263150 262717.33 PURCH FULL 277000 358 94.8
22867246 6/1/99 352720 351689.13 351386.9 PURCH FULL 441000 357 79.7
22867881 6/1/99 324000 324000 323747.24 R/T REFI FULL 360000 359 89.9
22868715 6/1/99 420000 420000 419655.73 R/T REFI FULL 540000 359 77.7
22869143 6/1/99 272700 272481.92 272262.54 PURCH FULL 305000 358 89.9
22870273 6/1/99 288000 287763.92 287526.46 PURCH FULL 377000 358 79.9
22870307 6/1/99 305600 305349.5 305097.54 PURCH FULL 386000 358 79.9
22872618 6/1/99 394000 393692.65 393692.65 PURCH FULL 495000 359 79.9
22873202 6/1/99 329600 329600 329336.42 PURCH FULL 370000 359 89.9
22874150 6/1/99 430000 429647.53 429293.01 PURCH FULL 615000 358 74.2
22875066 6/1/99 424000 423634.94 423267.83 PURCH FULL 545000 358 79.9
22875496 6/1/99 388800 388800 388481.3 PURCH FULL 490000 359 79.3
22876841 6/1/99 282800 282557.5 282324.27 R/T REFI FULL 376000 358 75.1
22878680 6/1/99 376590 376590 376281.32 PURCH FULL 730000 359 52.9
22879498 6/1/99 257360 257169 257169 PURCH FULL 325000 359 79.9
22881742 6/1/99 300000 299808.7 299616.08 C/O REFI FULL 673000 358 44.5
22882658 6/1/99 279000 278782.35 278563.38 PURCH REDUCED 310000 358 89.9
22885925 6/1/99 315000 314760.31 314760.31 PURCH FULL 350000 359 89.9
22886543 6/1/99 493000 492189.42 492189.42 R/T REFI FULL 790000 358 62.3
22886915 6/1/99 266400 266181.63 265961.99 PURCH FULL 343000 358 79.9
22888226 6/1/99 285000 284772.09 284542.82 C/O REFI FULL 1600000 358 17.8
22890016 6/1/99 337500 337500 337243.19 PURCH FULL 450000 359 79.9
22890339 6/1/99 264800 264588.24 264375.22 PURCH FULL 331000 358 79.9
22890495 6/1/99 169550 169411.01 169411.01 PURCH FULL 211950 359 79.9
22891204 6/1/99 346500 346500 346236.34 PURCH FULL 401000 359 89.9
22891923 6/1/99 252850 252647.8 252444.4 PURCH FULL 322000 358 79.9
22892970 6/1/99 400000 399374.03 399374.03 PURCH FULL 950000 358 54.6
22893671 6/1/99 292000 291777.81 291777.81 PURCH FULL 365000 359 79.9
22894620 6/1/99 300000 300000 299765.97 R/T REFI FULL 455000 359 65.9
22894877 6/1/99 435000 435000 434660.66 PURCH FULL 615000 359 71.8
22895676 6/1/99 308750 308515.07 308278.69 PURCH FULL 408000 358 79.9
22895882 6/1/99 294000 293797.68 293594.03 R/T REFI FULL 310000 358 94.7
22896799 6/1/99 269900 269689.45 269477.63 PURCH FULL 338000 358 79.9
22898373 6/1/99 487500 487090.44 486678.53 R/T REFI FULL 750000 358 64.9
22898555 6/1/99 250650 250650 250459.27 PURCH FULL 314000 359 79.8
22899611 6/1/99 226392 226206.42 226019.76 PURCH FULL 290000 358 79.9
22899744 6/1/99 372000 372000 371709.8 R/T REFI FULL 515000 359 72.2
22900062 6/1/99 300000 299505.77 299505.77 PURCH FULL 380000 358 79.9
22901011 6/1/99 252000 251812.98 251624.79 R/T REFI FULL 455000 358 55.3
22902787 6/1/99 329000 328736.9 328472.24 C/O REFI FULL 620000 358 53.0
22903744 6/1/99 220000 219824.06 219824.06 PURCH FULL 275000 359 79.9
22903983 6/1/99 324000 323740.9 323480.26 R/T REFI FULL 360000 358 89.9
22904320 6/1/99 468800 468010.03 468010.03 R/T REFI FULL 588000 358 79.6
22906333 6/1/99 260000 259612.87 259612.87 R/T REFI FULL 300000 358 86.6
22906408 6/1/99 284000 283778.45 283778.45 C/O REFI FULL 420000 359 67.6
22907463 6/1/99 312000 312000 311744.25 PURCH FULL 392000 359 79.9
22907950 6/1/99 600000 600000 599531.94 PURCH FULL 915000 359 66.6
22908198 6/1/99 249500 249192 248882.2 R/T REFI FULL 355000 298 70.1
22909311 6/1/99 446000 445634.42 445634.42 PURCH FULL 558000 359 79.9
22909329 6/1/99 285000 285000 284772.09 PURCH FULL 445000 359 66.6
22910319 6/1/99 299800 299800 299554.25 PURCH FULL 390000 359 79.9
22910459 6/1/99 266425 266425 266227.27 PURCH FULL 290000 359 94.9
22911580 6/1/99 145600 145483.56 145366.43 PURCH FULL 188000 358 79.9
22911879 6/1/99 271050 270822.28 270593.26 R/T REFI FULL 340000 358 79.6
22912067 6/1/99 300000 299793.54 299585.73 R/T REFI FULL 400000 358 74.9
22913180 6/1/99 337500 337223.35 337223.35 C/O REFI FULL 450000 359 74.9
22913230 6/1/99 296350 296350 296107.09 PURCH FULL 375000 359 79.9
22913271 6/1/99 525600 525169.16 525169.16 PURCH FULL 690000 359 79.9
22913347 6/1/99 131900 131794.53 131794.53 PURCH FULL 165000 359 79.9
22913875 6/1/99 298900 298900 298660.98 R/T REFI FULL 380000 359 78.6
22915656 6/1/99 520000 519623.64 519623.64 R/T REFI FULL 665000 359 78.1
22915821 6/1/99 252000 252000 251798.47 PURCH FULL 285000 359 89.9
22916167 6/1/99 284000 284000 283767.21 PURCH FULL 355000 359 79.9
22916837 6/1/99 351000 351000 350719.31 PURCH FULL 399000 359 89.9
22917009 6/1/99 646000 646000 645508.44 PURCH FULL 840000 359 79.9
22917298 6/1/99 296900 296656.64 296411.86 R/T REFI FULL 390000 358 76.0
22917595 6/1/99 342400 342400 342119.33 PURCH FULL 430000 359 79.9
22917736 6/1/99 348000 348000 347721.7 PURCH FULL 550000 359 65.0
22918197 6/1/99 500000 500000 499609.95 PURCH FULL 675000 359 77.5
22918775 6/1/99 482000 482000 481659.81 R/T REFI FULL 700000 359 68.9
22918858 6/1/99 320450 320450 320187.33 PURCH FULL 402000 359 79.9
22920771 6/1/99 256500 256500 256294.88 PURCH FULL 285000 359 89.9
22921365 6/1/99 267100 267100 266896.76 PURCH FULL 334000 359 79.9
22921696 6/1/99 600000 599520.19 599520.19 PURCH FULL 750000 359 79.9
22923031 6/1/99 253600 253600 253392.12 PURCH FULL 317000 359 79.9
22923163 6/1/99 277600 277600 277372.45 PURCH FULL 430000 359 76.8
22923353 6/1/99 296800 296550.66 296299.89 PURCH FULL 371000 358 79.9
22923452 6/1/99 274500 274185.87 273969.84 PURCH FULL 305000 358 89.8
22924039 6/1/99 360000 360000 359712.11 R/T REFI FULL 580000 359 62.1
22924088 6/1/99 304000 303744.61 303744.61 R/T REFI FULL 380000 359 79.9
22924385 6/1/99 257600 257600 257399.04 PURCH FULL 330000 359 79.9
22925531 6/1/99 400000 400000 399680.13 PURCH FULL 500000 359 79.9
22925564 6/1/99 391200 391200 390894.82 PURCH FULL 490000 359 79.9
22926976 6/1/99 337600 337309.33 337309.33 PURCH FULL 436000 359 79.9
22927495 6/1/99 425000 425000 424668.46 R/T REFI FULL 650000 359 65.3
22927768 6/1/99 500000 499590.16 499590.16 C/O REFI FULL 700000 359 71.4
22927859 6/1/99 409000 408656.39 408310.81 R/T REFI FULL 900000 358 45.4
22927958 6/1/99 650000 650000 650000 PURCH FULL 840000 360 78.8
22929251 6/1/99 382600 382600 382294.04 R/T REFI FULL 650000 359 58.9
22929343 6/1/99 242300 242096.44 242096.44 PURCH FULL 303000 359 79.9
22929772 6/1/99 292800 292800 292565.85 PURCH FULL 376000 359 79.9
22930770 6/1/99 318300 318045.46 318045.46 R/T REFI FULL 750000 359 42.4
22931257 6/1/99 295000 295000 294752.16 PURCH FULL 410000 359 71.9
22931695 6/1/99 285000 285000 284531.42 PURCH FULL 385000 358 74.9
22931893 6/1/99 650000 650000 649467.2 PURCH FULL 950000 359 76.2
22932222 6/1/99 432000 431654.53 431654.53 C/O REFI FULL 615000 359 70.2
22932867 6/1/99 390000 390000 389695.76 C/O REFI FULL 535000 359 72.8
22935332 6/1/99 265000 265000 264803.33 C/O REFI FULL 411000 359 64.5
22936652 6/1/99 309000 309000 308758.96 PURCH FULL 560000 359 55.3
22937452 6/1/99 346500 346072.32 345799.43 PURCH FULL 389000 358 89.8
22938005 6/1/99 343500 343225.31 343225.31 PURCH FULL 440000 359 79.9
22938096 6/1/99 418400 418400 418073.6 PURCH FULL 525000 359 79.9
22938765 6/1/99 255900 255900 255700.37 PURCH FULL 320000 359 79.9
22940472 6/1/99 320000 319744.1 319486.68 C/O REFI FULL 430000 358 74.3
22941215 6/1/99 292000 292000 291772.22 R/T REFI FULL 365000 359 79.9
22942155 6/1/99 275000 275000 274785.48 R/T REFI FULL 415000 359 66.2
22942247 6/1/99 312000 312000 311744.26 R/T REFI FULL 390000 359 79.9
22942833 6/1/99 294500 294500 294270.26 R/T REFI FULL 380000 359 77.4
22943245 6/1/99 339200 339200 338915.02 PURCH FULL 435000 359 79.9
22943500 6/1/99 354000 354000 353702.6 PURCH FULL 460000 359 79.9
22943518 6/1/99 284000 284000 283778.45 PURCH FULL 355000 359 79.9
22943666 6/1/99 612000 611510.59 611510.59 R/T REFI FULL 900000 359 67.9
22943732 6/1/99 346480 346195.98 346195.98 PURCH FULL 442000 359 79.9
22943823 6/1/99 500000 500000 499590.15 PURCH FULL 865000 359 58.5
22943831 6/1/99 300000 300000 299760.09 C/O REFI FULL 495000 359 60.6
22943849 6/1/99 295200 294945.83 294690.23 PURCH FULL 375000 358 79.9
22943872 6/1/99 261700 261700 261480.14 R/T REFI FULL 315000 359 83.0
22943880 6/1/99 650000 650000 649467.2 R/T REFI FULL 1350000 359 48.1
22944987 6/1/99 262500 262295.23 262295.23 C/O REFI FULL 350000 359 74.9
22945232 6/1/99 303200 303200 302951.47 R/T REFI FULL 380000 359 79.7
22945562 6/1/99 300300 300059.85 299818.28 PURCH FULL 316183 358 94.8
22945604 6/1/99 356000 355729.12 355456.57 PURCH FULL 445000 358 79.9
22945984 6/1/99 400000 400000 399672.12 PURCH FULL 515000 359 79.9
22946016 6/1/99 350000 349491 349491 R/T REFI FULL 390000 359 89.6
22946503 6/1/99 328450 328450 328187.34 PURCH FULL 365000 359 89.9
22946628 6/1/99 633250 632730.93 632730.93 PURCH FULL 810000 359 79.9
22946917 6/1/99 550000 550000 549549.17 PURCH FULL 680000 359 84.5
22947014 6/1/99 580000 579325.79 579325.79 PURCH FULL 735000 359 79.9
22947063 6/1/99 617100 617100 616606.51 R/T REFI FULL 775000 359 79.6
22947584 6/1/99 288150 288150 287913.81 PURCH FULL 341000 359 84.9
22947683 6/1/99 283950 283950 283711.45 PURCH FULL 356000 359 79.9
22947998 6/1/99 314400 314400 314135.86 PURCH FULL 399000 359 79.9
22948301 6/1/99 304000 304000 303750.81 PURCH FULL 380000 359 79.9
22948327 6/1/99 262600 262600 262400.19 R/T REFI FULL 520000 359 50.5
22948699 6/1/99 352000 352000 351725.4 R/T REFI FULL 550000 359 64.0
22950604 6/1/99 315000 314788.64 314575.87 R/T REFI FULL 350000 358 89.9
22951008 6/1/99 270000 270000 269784.08 PURCH FULL 300000 359 89.9
22951446 6/1/99 366500 366500 365867.11 PURCH FULL 463600 358 79.8
22952949 6/1/99 427200 427200 426849.82 PURCH FULL 534000 359 79.9
22953640 6/1/99 445400 445043.82 444685.53 PURCH FULL 590000 358 79.9
22954242 6/1/99 263500 263284.01 263284.01 R/T REFI FULL 332000 359 79.3
22955140 6/1/99 329000 329000 328730.32 PURCH FULL 419000 359 79.9
22955207 6/1/99 389000 388696.54 388696.54 PURCH FULL 538000 359 73.3
22955694 6/1/99 343600 343600 343318.35 PURCH FULL 430000 359 79.9
22955926 6/1/99 327250 327250 327024.79 R/T REFI FULL 385000 359 84.9
22956205 6/1/99 293600 293600 293365.21 PURCH FULL 367000 359 79.9
22956767 6/1/99 350000 350000 349705.96 PURCH FULL 448000 359 79.8
22958730 6/1/99 287500 287500 287264.34 C/O REFI FULL 575000 359 50.0
22958938 6/1/99 595000 595000 594535.84 R/T REFI FULL 790000 359 75.3
22959084 6/1/99 275000 275000 274580.2 PURCH FULL 379000 358 73.8
22959209 6/1/99 489000 489000 488618.54 R/T REFI FULL 900000 359 54.3
22959340 6/1/99 275000 275000 274780.08 PURCH FULL 422000 359 65.1
22959886 6/1/99 350000 349726.96 349726.96 R/T REFI FULL 406000 359 86.1
22959969 6/1/99 348500 348221.31 348221.31 PURCH FULL 410000 359 84.9
22960876 6/1/99 300000 299530.53 299530.53 R/T REFI FULL 318000 358 94.2
22961221 6/1/99 440000 440000 439639.33 R/T REFI FULL 600000 359 73.3
22961338 6/1/99 312000 311744.26 311744.26 PURCH FULL 390000 359 79.9
22962427 6/1/99 105040 105040 104956 PURCH FULL 131500 359 79.9
22963375 6/1/99 270000 270000 269789.37 R/T REFI FULL 300000 359 89.9
22964654 6/1/99 264000 264000 263788.88 PURCH FULL 330000 359 79.9
22964795 6/1/99 268850 268850 268650.47 PURCH FULL 289000 359 94.9
22964829 6/1/99 300150 299915.86 299915.86 PURCH FULL 335000 359 89.9
22965677 6/1/99 628000 628000 627497.8 R/T REFI FULL 785000 359 79.9
22965891 6/1/99 300000 300000 299760.09 PURCH FULL 430000 359 70.5
22966212 6/1/99 304000 304000 303768.68 PURCH FULL 380881 359 79.8
22966287 6/1/99 210400 210054.06 210054.06 PURCH FULL 280000 358 79.9
22966626 6/1/99 329350 329086.62 329086.62 PURCH FULL 412000 359 79.9
22966857 6/1/99 257600 257600 257394 PURCH FULL 350000 359 79.9
22967467 6/1/99 400000 399680.13 399680.13 PURCH FULL 501000 359 79.9
22967566 6/1/99 336000 336000 335731.3 PURCH FULL 420000 359 79.9
22967707 6/1/99 317600 317600 317339.67 PURCH FULL 400200 359 79.9
22971600 6/1/99 400000 400000 399672.12 PURCH FULL 720000 359 55.6
22971907 6/1/99 325000 324746.47 324746.47 C/O REFI FULL 800000 359 40.6
22971949 6/1/99 525000 524600.52 524600.52 C/O REFI FULL 2500000 359 21.0
22973135 6/1/99 627000 627000 626498.59 R/T REFI FULL 800000 359 78.3
22973556 6/1/99 270400 270400 270161.43 PURCH FULL 339000 359 79.9
22973937 6/1/99 365000 365000 364708.12 C/O REFI FULL 525000 359 69.5
22974513 6/1/99 256500 256500 256284.51 PURCH FULL 278000 359 94.9
22974760 6/1/99 387920 387920 387602.03 PURCH FULL 488000 359 79.9
22975908 6/1/99 292000 291777.81 291777.81 PURCH FULL 365000 359 79.9
22977300 6/1/99 360000 360000 359690.04 PURCH FULL 450000 359 79.9
22978324 6/1/99 444000 444000 443617.72 PURCH FULL 555000 359 79.9
22978423 6/1/99 400000 399680.12 399680.12 R/T REFI FULL 591000 359 67.6
22978456 6/1/99 348000 348000 347714.74 PURCH FULL 435000 359 79.9
22981542 6/1/99 381550 381550 381237.25 R/T REFI FULL 477000 359 79.9
22981609 6/1/99 350000 350000 349720.12 C/O REFI FULL 605000 359 57.9
22981989 6/1/99 251500 251292.83 251292.83 PURCH FULL 265000 359 94.8
22982011 6/1/99 262500 262500 262295.23 C/O REFI FULL 350000 359 74.9
22982060 6/1/99 253600 253600 253381.66 PURCH FULL 325000 359 79.9
22982672 6/1/99 300000 300000 299754.09 PURCH FULL 386000 359 78.2
22983498 6/1/99 329000 328743.35 328743.35 PURCH FULL 414000 359 79.9
22983514 6/1/99 530400 529986.23 529986.23 PURCH FULL 663000 359 79.9
22984132 6/1/99 365000 364729.12 364729.12 PURCH FULL 495000 359 77.5
22984389 6/1/99 300000 300000 299760.09 PURCH FULL 375000 359 79.9
22984595 6/1/99 308450 308197.16 308197.16 PURCH FULL 387000 359 79.9
22985592 6/1/99 512000 512000 511600.59 PURCH FULL 640000 359 79.9
22985832 6/1/99 510000 510000 509550.04 PURCH FULL 600000 359 84.9
22986202 6/1/99 420000 420000 419664.13 PURCH FULL 525000 359 79.9
22986541 6/1/99 322100 321819.39 321819.39 PURCH FULL 405000 359 79.7
22986699 6/1/99 400000 400000 399695.63 PURCH FULL 473000 359 84.5
22987119 6/1/99 192930 192930 192775.71 PURCH FULL 242000 359 79.9
22987135 6/1/99 250000 250000 249800.08 C/O REFI FULL 360000 359 69.4
22987549 6/1/99 334000 334000 333732.91 PURCH FULL 428000 359 79.9
22987580 6/1/99 273000 272562.07 272341.16 R/T REFI FULL 352000 357 77.4
22988232 6/1/99 300000 299760.09 299760.09 PURCH FULL 375000 359 79.9
22988265 6/1/99 513750 513750 513339.16 PURCH FULL 695000 359 74.9
22988356 6/1/99 293000 293000 292777.05 PURCH FULL 373000 359 78.5
22988885 6/1/99 562500 562500 562015.7 C/O REFI FULL 750000 359 74.9
22988919 6/1/99 305000 304226.86 303966.19 R/T REFI FULL 880000 356 34.6
22989057 6/1/99 279200 279200 278971.15 PURCH FULL 353000 359 79.9
22989313 6/1/99 285000 285000 284772.09 PURCH FULL 400000 359 74.9
22989685 6/1/99 307500 307500 307247.94 C/O REFI FULL 410000 359 74.9
22989792 6/1/99 365000 365000 364700.82 PURCH FULL 473000 359 78.4
22989800 6/1/99 284050 284050 283817.16 PURCH FULL 380000 359 74.9
22989842 6/1/99 310000 309752.1 309752.1 PURCH FULL 585000 359 53.0
22989859 6/1/99 415200 415200 414851.18 PURCH FULL 520000 359 79.9
22991848 6/1/99 287300 287075.87 286850.4 PURCH FULL 304000 358 94.9
22992200 6/1/99 400000 399325.97 398986.06 R/T REFI FULL 465000 357 85.8
22992549 6/1/99 475000 475000 474610.64 C/O REFI FULL 1000000 359 47.5
22992606 6/1/99 246850 246850 246666.8 R/T REFI FULL 309000 359 79.8
22992614 6/1/99 335200 335200 334938.52 PURCH FULL 419000 359 79.9
22992697 6/1/99 269600 269600 269373.5 PURCH FULL 340000 359 79.9
22992960 6/1/99 289500 289274.15 289274.15 C/O REFI FULL 386000 359 74.9
22993802 6/1/99 300000 300000 300000 C/O REFI FULL 925000 360 32.4
22993828 6/1/99 300000 300000 299754.09 PURCH FULL 425000 359 70.5
22994065 6/1/99 302000 302000 301746.29 PURCH FULL 380000 359 79.8
22994578 6/1/99 360000 360000 359704.91 R/T REFI FULL 450000 359 79.9
22994891 6/1/99 300000 300000 300000 PURCH FULL 380000 360 80.0
22995229 6/1/99 103200 103200 103117.47 PURCH FULL 129000 359 79.9
22995351 6/1/99 275000 274774.59 274774.59 PURCH FULL 390000 359 70.5
22995682 6/1/99 544000 543520.03 543520.03 PURCH FULL 682000 359 79.9
22996144 6/1/99 399000 399000 398664.79 C/O REFI FULL 900000 359 44.3
22996847 6/1/99 291900 291900 291636.12 PURCH FULL 420000 359 69.9
22996862 6/1/99 325000 325000 324720.19 R/T REFI FULL 560000 359 58.0
22996870 6/1/99 280000 280000 279770.48 C/O REFI FULL 373500 359 74.9
22997613 6/1/99 275183 275183 274957.43 PURCH FULL 320000 359 89.9
22997951 6/1/99 278400 278400 278171.8 PURCH FULL 350000 359 79.9
22998256 6/1/99 325000 324740.1 324740.1 C/O REFI FULL 442500 359 73.4
22998371 6/1/99 285000 284772.09 284772.09 PURCH FULL 301000 359 94.9
22998447 6/1/99 650000 649480.2 649480.2 PURCH FULL 1363000 359 49.2
22998751 6/1/99 650000 649250.98 649250.98 R/T REFI FULL 850000 359 76.4
22999064 6/1/99 300000 299754.09 299754.09 R/T REFI FULL 515000 359 58.3
22999106 6/1/99 445600 445600 445234.74 R/T REFI FULL 750000 359 59.4
22999668 6/1/99 350000 349465.71 349196.11 R/T REFI FULL 530000 357 65.9
23000219 6/1/99 368000 368000 367698.36 PURCH FULL 460000 359 79.9
23000268 6/1/99 388000 388000 387657.67 PURCH FULL 485000 359 79.9
23000292 6/1/99 339750 339750 339497.86 R/T REFI FULL 425000 359 79.9
23001043 6/1/99 494500 494500 494074.24 R/T REFI FULL 630000 359 78.4
23001134 6/1/99 243145 242950.56 242950.56 PURCH FULL 304000 359 79.9
23001431 6/1/99 328000 328000 327762.61 R/T REFI FULL 420000 359 78.0
23001555 6/1/99 291100 291100 290867.22 PURCH FULL 364000 359 79.9
23001704 6/1/99 364000 364000 363716.05 PURCH FULL 455000 359 79.9
23003049 6/1/99 390000 390000 389680.32 PURCH FULL 535000 359 72.8
23003601 6/1/99 301400 301146.79 301146.79 PURCH FULL 360000 359 89.9
23003635 6/1/99 348500 348500 348221.31 C/O REFI FULL 465000 359 74.9
23003866 6/1/99 337500 337500 337236.71 R/T REFI FULL 486000 359 69.4
23004302 6/1/99 363000 363000 362716.83 R/T REFI FULL 525000 359 69.1
23004476 6/1/99 279000 279000 278782.36 PURCH FULL 310000 359 89.9
23004625 6/1/99 304000 304000 303762.85 PURCH FULL 385000 359 79.9
23005259 6/1/99 84800 84733.84 84733.84 PURCH FULL 106000 359 79.9
23005291 6/1/99 293000 293000 293000 R/T REFI FULL 380000 360 77.1
23005606 6/1/99 288000 288000 287763.92 PURCH FULL 385000 359 79.9
23006018 6/1/99 280000 279776.09 279776.09 C/O REFI FULL 400000 359 69.9
23006703 6/1/99 350000 350000 349713.11 PURCH FULL 1200000 359 30.3
23007990 6/1/99 370000 369689.15 369689.15 PURCH FULL 460000 359 82.0
23008782 6/1/99 526400 525989.35 525576.22 R/T REFI FULL 800000 358 65.7
23008964 6/1/99 248000 247796.71 247796.71 PURCH FULL 311400 359 79.9
23009772 6/1/99 536000 536000 536000 R/T REFI FULL 820000 360 65.4
23010317 6/1/99 249600 249600 249600 PURCH FULL 315000 360 80.0
23010697 6/1/99 272000 272000 271771.48 R/T REFI FULL 450000 359 60.4
23011406 6/1/99 300000 300000 299765.97 C/O REFI FULL 600000 359 50.0
23012081 6/1/99 344900 344630.94 344630.94 PURCH FULL 383250 359 89.9
23012347 6/1/99 290000 290000 289768.1 PURCH FULL 350000 359 82.8
23013808 6/1/99 296250 296250 296018.89 C/O REFI FULL 400000 359 74.0
23014038 6/1/99 409600 409600 409264.25 R/T REFI FULL 512000 359 79.9
23015225 6/1/99 294700 294700 294464.33 PURCH FULL 315000 359 94.9
23015548 6/1/99 416000 416000 415675.48 PURCH FULL 520000 359 79.9
23015654 6/1/99 267200 267200 266986.32 PURCH FULL 335000 359 79.9
23015894 6/1/99 275000 275000 274785.47 R/T REFI FULL 890000 359 30.9
23017049 6/1/99 367200 367200 366899 PURCH FULL 480000 359 79.9
23017569 6/1/99 365500 365500 365207.72 PURCH FULL 430000 359 84.9
23018120 6/1/99 273250 273250 273031.48 PURCH FULL 358000 359 79.9
23018179 6/1/99 271150 271150 271150 PURCH FULL 339000 360 80.0
23018385 6/1/99 281250 281250 281013.72 C/O REFI FULL 375000 359 74.9
23018849 6/1/99 500000 500000 499628.93 PURCH FULL 625000 359 79.9
23019102 6/1/99 262650 262450.14 262249.05 PURCH FULL 294000 358 89.9
23020167 6/1/99 274000 273775.4 273549.49 R/T REFI FULL 345000 358 79.3
23020407 6/1/99 216900 216734.96 216734.96 PURCH FULL 272000 359 79.9
23020589 6/1/99 270000 269794.55 269587.83 R/T REFI FULL 300000 358 89.9
23020654 6/1/99 265500 265094.68 264890.16 R/T REFI FULL 310000 357 85.4
23020753 6/1/99 359900 359350.61 359073.37 PURCH FULL 450000 357 79.8
23020811 6/1/99 287200 286704.05 286453.98 PURCH FULL 359000 357 79.8
23020878 6/1/99 580000 579547.54 579092.34 C/O REFI FULL 860000 358 67.3
23021009 6/1/99 357000 356735.05 356468.44 PURCH FULL 397000 358 89.8
23021041 6/1/99 248000 247815.94 247630.73 PURCH FULL 310000 358 79.9
23021074 6/1/99 278500 278293.31 278085.32 R/T REFI FULL 386000 358 72.1
23021132 6/1/99 249900 249489.1 249489.1 PURCH FULL 290000 358 86.1
23022312 6/1/99 264000 263783.6 263565.94 R/T REFI FULL 407000 358 64.8
23022460 6/1/99 400000 399680.12 399358.35 PURCH FULL 556000 358 79.9
23022619 6/1/99 283200 282979.07 282756.82 PURCH FULL 375000 358 79.9
23022700 6/1/99 358000 357734.31 357466.96 R/T REFI FULL 450000 358 79.5
23022825 6/1/99 291000 290566.71 290348.03 R/T REFI FULL 390000 357 74.4
23022981 6/1/99 321200 320709.68 320709.68 PURCH FULL 402000 358 79.9
23023047 6/1/99 292000 291403.33 291160.49 R/T REFI FULL 365000 358 79.8
23023179 6/1/99 360000 358718.33 358718.33 R/T REFI FULL 480000 356 74.7
23023260 6/1/99 348000 347728.52 347455.4 PURCH FULL 460000 358 79.9
23023310 6/1/99 287000 286764.75 286528.12 R/T REFI FULL 350000 358 81.9
23023369 6/1/99 312000 311511.73 311265.38 R/T REFI FULL 450000 357 69.2
23023484 6/1/99 280000 279770.48 279539.62 R/T REFI FULL 350000 358 79.9
23023542 6/1/99 276400 275945.54 275716.32 PURCH FULL 345500 357 79.8
23023641 6/1/99 460000 459641.15 459280.13 C/O REFI FULL 635000 358 72.3
23023658 6/1/99 325000 324516.09 324271.87 C/O REFI FULL 825000 357 39.3
23023716 6/1/99 333000 332504.18 332253.95 R/T REFI FULL 370000 357 89.8
23023757 6/1/99 288000 287763.92 287526.46 R/T REFI FULL 425000 358 67.7
23023781 6/1/99 316000 315493.08 315493.08 R/T REFI FULL 395000 358 79.9
23023823 6/1/99 488000 487637.83 487273.4 PURCH FULL 610000 358 79.9
23024037 6/1/99 283600 283367.53 283133.71 PURCH FULL 360000 358 79.9
23024060 6/1/99 300800 300305.44 300055.99 PURCH FULL 390000 357 79.8
23024128 6/1/99 315000 314754.27 314507.05 R/T REFI FULL 400000 358 78.7
23024664 6/1/99 253500 253287.02 253072.82 PURCH FULL 321000 358 79.9
23024680 6/1/99 307000 306748.35 306495.24 R/T REFI FULL 408000 358 75.1
23024698 6/1/99 600000 599576.52 599150.31 R/T REFI FULL 750000 358 79.9
23025463 6/1/99 280000 279781.58 279781.58 PURCH FULL 360000 359 79.9
23026594 6/1/99 383000 382693.71 382385.6 R/T REFI FULL 555000 358 68.9
23026677 6/1/99 384000 383715.01 383428.24 PURCH FULL 480000 358 79.9
23026743 6/1/99 370000 369420.97 369420.97 R/T REFI FULL 1000000 358 36.9
23026800 6/1/99 277500 277272.53 277043.73 R/T REFI FULL 330000 358 84.0
23026834 6/1/99 613500 613021.4 612539.91 R/T REFI FULL 905000 358 67.7
23026842 6/1/99 375000 375000 374684.96 R/T REFI FULL 575000 359 65.2
23027055 6/1/99 500000 499569.5 499136.59 PURCH FULL 645000 358 78.0
23027113 6/1/99 255000 254801.08 254600.95 PURCH FULL 483000 358 53.0
23027790 6/1/99 285000 285000 284772.09 PURCH FULL 445000 359 69.0
23029622 6/1/99 336000 336000 335724.58 PURCH FULL 420000 359 79.9
23030810 6/1/99 283600 283600 283361.74 PURCH FULL 357000 359 79.9
23030869 6/1/99 500000 493726.74 493270.74 C/O REFI FULL 875000 357 56.4
23032154 6/1/99 405400 405400 405075.81 R/T REFI FULL 625000 359 64.8
23032576 6/1/99 156000 156000 155875.25 PURCH FULL 197000 359 79.9
23034515 6/1/99 360000 360000 359704.91 C/O REFI FULL 500000 359 71.9
23035074 6/1/99 293300 293059.59 293059.59 PURCH FULL 416000 359 70.6
23035108 6/1/99 253300 253300 253300 R/T REFI FULL 320000 360 79.2
23038466 6/1/99 355000 354716.1 354430.53 R/T REFI FULL 500000 358 70.9
23039282 6/1/99 552000 551590.33 551178.11 R/T REFI FULL 930000 358 59.3
23039803 6/1/99 409900 409900 409547.08 PURCH FULL 513000 359 79.9
23040389 6/1/99 390000 389703.24 389404.66 R/T REFI FULL 525000 358 74.2
23040462 6/1/99 285000 284507.86 284259.72 R/T REFI FULL 500000 357 56.9
23040512 6/1/99 345000 344724.11 344446.58 C/O REFI FULL 475000 358 72.5
23040538 6/1/99 272000 241270.02 241669.9 PURCH FULL 340000 358 71.1
23040553 6/1/99 395500 395206.49 394911.14 R/T REFI FULL 565000 358 69.9
23040660 6/1/99 281750 281286.75 281286.75 PURCH FULL 353000 358 79.9
23040678 6/1/99 356000 355708.19 355414.67 R/T REFI FULL 445000 358 79.9
23040702 6/1/99 351000 350315.91 349627.9 PURCH FULL 394000 238 89.6
23040736 6/1/99 328100 327573.69 327573.69 R/T REFI FULL 403000 358 81.3
23040751 6/1/99 420000 418961.14 418961.14 R/T REFI FULL 570000 357 73.5
23040983 6/1/99 311000 310763.35 310525.25 R/T REFI FULL 400000 358 77.7
23041221 6/1/99 576000 576000 576000 PURCH FULL 720000 360 80.0
23048960 6/1/99 281000 280775.29 280775.29 R/T REFI FULL 505000 359 55.6
23049331 6/1/99 184000 183849.17 183849.17 PURCH FULL 230000 359 79.9
26249326 6/1/99 284400 284400 284400 R/T REFI REDUCED 316000 360 90.0
26759613 6/1/99 310000 310000 309745.89 R/T REFI FULL 430000 359 72.0
26943696 6/1/99 326000 324280.42 323662.98 R/T REFI FULL 434500 237 74.5
27349489 6/1/99 279600 279600 279370.81 R/T REFI REDUCED 400000 359 69.8
27566488 6/1/99 315000 315000 314722.08 PURCH FULL 465000 359 67.7
27709302 6/1/99 510000 510000 509581.95 PURCH FULL 735000 359 70.8
27717602 6/1/99 279500 278773.97 278773.97 C/O REFI FULL 690000 357 40.4
27718501 6/1/99 292000 291495.77 291241.52 R/T REFI FULL 400000 357 72.8
27737857 6/1/99 450000 449612.55 449612.55 C/O REFI FULL 600000 359 74.9
27738335 6/1/99 350000 349112.78 349112.78 R/T REFI REDUCED 550000 357 63.5
27755628 6/1/99 360000 360000 359719.16 C/O REFI REDUCED 480000 359 74.9
27759257 6/1/99 294000 294000 293427 R/T REFI FULL 475000 239 61.8
27766328 6/1/99 455000 454194.9 453789.01 PURCH REDUCED 700000 357 64.8
27780568 6/1/99 369000 369000 368689.99 R/T REFI FULL 490000 359 75.2
27786805 6/1/99 276000 276000 275779.28 R/T REFI FULL 345000 359 79.9
27802677 6/1/99 397500 397500 397189.9 R/T REFI FULL 575000 359 69.1
27804509 6/1/99 311300 311063.12 311063.12 PURCH FULL 390000 359 79.9
27806470 6/1/99 247500 247500 247306.92 R/T REFI REDUCED 610000 359 40.6
27806801 6/1/99 458700 458700 458324 R/T REFI REDUCED 685000 359 66.9
27810514 6/1/99 552000 551579.97 551579.97 PURCH REDUCED 690000 359 79.9
27814508 6/1/99 292000 290282.9 290858.54 R/T REFI FULL 388000 238 75.0
27819481 6/1/99 276000 275486.06 275486.06 R/T REFI REDUCED 360000 239 76.6
27823855 6/1/99 346750 346750 346499.03 PURCH FULL 369000 359 94.9
27839927 6/1/99 275000 275000 274790.74 PURCH FULL 596500 359 46.2
27841857 6/1/99 280000 280000 280000 PURCH REDUCED 351000 360 80.0
27866698 6/1/99 401300 401300 401300 PURCH FULL 545000 360 73.6
27876200 6/1/99 292000 292000 291777.8 PURCH FULL 365000 359 79.9
27880467 6/1/99 351000 349996.54 349709.88 R/T REFI FULL 544000 359 64.3
27892439 6/1/99 340400 340400 340140.98 R/T REFI REDUCED 401000 359 84.8
27899806 6/1/99 372000 372000 371695.07 PURCH REDUCED 480000 359 79.9
27901578 6/1/99 467300 467300 466907.41 R/T REFI REDUCED 730000 359 64.0
27902584 6/1/99 304500 303924.28 303345.14 R/T REFI REDUCED 396000 238 76.6
27906510 6/1/99 560000 559101.68 559101.68 C/O REFI REDUCED 1270000 358 44.0
27915875 6/1/99 424000 424000 423669.24 R/T REFI FULL 550000 359 77.0
27920958 6/1/99 440000 440000 439630.34 PURCH REDUCED 550000 359 79.9
27929199 6/1/99 303000 303000 302775.13 R/T REFI REDUCED 388000 359 78.0
27932151 6/1/99 257400 257400 257208.97 PURCH FULL 271000 359 94.9
27934520 6/1/99 414800 414273.92 413955.05 R/T REFI REDUCED 580000 359 71.4
27944693 6/1/99 528750 528750 528750 PURCH FULL 710000 360 75.0
27946433 6/1/99 285600 285600 285371.6 PURCH FULL 357000 359 79.9
27949619 6/1/99 283200 283200 283200 PURCH REDUCED 355000 360 80.0
27951268 6/1/99 334000 334000 333726.21 R/T REFI FULL 420000 359 79.5
27955293 6/1/99 247500 247500 247302.07 PURCH REDUCED 337500 359 74.9
27957448 6/1/99 435000 434643.43 434643.43 C/O REFI FULL 580000 359 74.9
27960806 6/1/99 424800 424800 424460.29 PURCH REDUCED 550000 359 79.9
27961010 6/1/99 252000 252000 251817.6 PURCH REDUCED 325000 359 79.9
27961119 6/1/99 400000 399647.08 399647.08 PURCH REDUCED 500000 359 79.9
27964667 6/1/99 269600 269600 269367.88 PURCH REDUCED 340000 359 79.9
27967694 6/1/99 274400 274400 274191.2 R/T REFI FULL 420000 359 65.3
27969930 6/1/99 360000 360000 359726.06 C/O REFI FULL 480000 359 74.9
27972900 6/1/99 325000 325000 324752.7 C/O REFI REDUCED 467000 359 69.5
27974765 6/1/99 432000 432000 431637.07 PURCH FULL 543000 359 79.9
27975085 6/1/99 365000 361700.81 361700.81 R/T REFI REDUCED 495000 359 73.1
27979541 6/1/99 530000 530000 529576.17 PURCH REDUCED 768350 359 68.9
27979764 6/1/99 290700 290700 290473.22 PURCH REDUCED 325000 359 89.9
27980465 6/1/99 348000 348000 347735.2 PURCH REDUCED 435000 359 79.9
27986355 6/1/99 452250 451860.62 451860.62 PURCH FULL 603000 359 74.9
27988872 6/1/99 308000 308000 307759.72 R/T REFI FULL 440000 359 69.9
27988971 6/1/99 303110 302867.61 302867.61 PURCH REDUCED 380000 359 79.9
27993013 6/1/99 315000 315000 314715.23 C/O REFI FULL 505000 359 62.3
27995489 6/1/99 386500 386500 386500 R/T REFI REDUCED 560000 360 69.0
27997790 6/1/99 384000 384000 383692.92 PURCH REDUCED 480000 359 79.9
27998491 6/1/99 342000 342000 341733.2 PURCH REDUCED 462000 359 74.0
27998806 6/1/99 311200 311200 310951.13 PURCH REDUCED 390000 359 79.9
27998921 6/1/99 244000 244000 243809.65 PURCH REDUCED 305000 359 79.9
27999457 6/1/99 650000 650000 650000 PURCH REDUCED 1100000 360 59.1
27999598 6/1/99 580000 580000 579547.54 PURCH REDUCED 880000 359 65.9
28001964 6/1/99 330000 329722.76 329722.76 C/O REFI REDUCED 600000 359 55.0
28002053 6/1/99 255600 255600 255390.48 PURCH FULL 293000 359 89.9
28002418 6/1/99 361500 361500 361210.91 R/T REFI REDUCED 485000 359 74.5
28002574 6/1/99 546000 545574.06 545145.55 R/T REFI FULL 875000 358 62.3
28005593 6/1/99 306000 306000 305749.17 C/O REFI REDUCED 480000 359 63.7
28005726 6/1/99 341500 341500 341226.91 PURCH REDUCED 380000 359 89.8
28006443 6/1/99 272000 272000 271777.05 PURCH FULL 340000 359 79.9
28006716 6/1/99 255200 254990.81 254990.81 PURCH REDUCED 319000 359 79.9
28006922 6/1/99 425000 425000 424634.08 C/O REFI FULL 1100000 359 38.6
28007714 6/1/99 365000 365000 364708.11 PURCH FULL 710000 359 51.4
28007896 6/1/99 413000 412677.82 412677.82 R/T REFI FULL 790000 359 52.3
28008043 6/1/99 348800 348800 348521.06 R/T REFI FULL 505000 359 69.0
28008332 6/1/99 336600 336600 336350.19 R/T REFI FULL 500000 359 67.3
28008746 6/1/99 284750 284750 284522.28 PURCH REDUCED 335000 359 84.9
28009355 6/1/99 482000 482000 481633.23 R/T REFI FULL 790000 359 61.0
28009447 6/1/99 395000 395000 394684.12 C/O REFI REDUCED 660000 359 59.8
28009504 6/1/99 472500 472500 472131.4 R/T REFI REDUCED 675000 359 69.9
28009520 6/1/99 325000 325000 324726.96 R/T REFI REDUCED 363000 359 89.5
28009660 6/1/99 303200 303200 302945.27 PURCH REDUCED 379000 359 79.9
28009678 6/1/99 282000 282000 281780.01 R/T REFI REDUCED 445000 359 63.4
28009777 6/1/99 279550 279550 279326.44 PURCH REDUCED 335000 359 84.9
28009793 6/1/99 300000 300000 299760.09 PURCH REDUCED 452000 359 66.6
28009819 6/1/99 341500 341226.91 341226.91 R/T REFI REDUCED 445000 359 76.7
28011328 6/1/99 329000 329000 328749.65 R/T REFI REDUCED 526000 359 62.5
28011435 6/1/99 255500 255500 255300.68 PURCH REDUCED 320000 359 79.8
28011831 6/1/99 296000 296000 295769.08 R/T REFI FULL 490000 359 60.4
28011856 6/1/99 326300 326300 326032.53 PURCH FULL 408000 359 79.9
28012698 6/1/99 309600 309600 309358.48 PURCH REDUCED 390000 359 79.9
28012987 6/1/99 250000 250000 249804.97 PURCH REDUCED 425000 359 58.8
28012995 6/1/99 388000 388000 387681.95 R/T REFI FULL 675000 359 57.5
28013548 6/1/99 270200 270200 269978.52 PURCH FULL 406000 359 69.2
28013688 6/1/99 384000 384000 383692.92 PURCH REDUCED 480000 359 79.9
28013704 6/1/99 260500 260500 260301.78 R/T REFI REDUCED 450000 359 57.9
28013746 6/1/99 303200 303200 302963.47 PURCH REDUCED 379000 359 79.9
28014348 6/1/99 280800 280369.83 280369.83 PURCH REDUCED 345000 359 89.9
28014967 6/1/99 344000 344000 343724.9 PURCH REDUCED 430000 359 79.9
28015071 6/1/99 335200 334938.51 334938.51 PURCH REDUCED 420000 359 79.9
28015618 6/1/99 300000 300000 299771.72 R/T REFI REDUCED 485000 359 61.9
28015717 6/1/99 280000 280000 279770.48 C/O REFI REDUCED 415000 359 67.4
28015808 6/1/99 510000 509202.5 509202.5 R/T REFI REDUCED 900000 359 56.6
28015931 6/1/99 325000 325000 324752.7 C/O REFI FULL 470000 359 69.1
28016699 6/1/99 535000 535000 535000 C/O REFI FULL 1060000 360 50.5
28017473 6/1/99 470000 470000 469633.35 R/T REFI REDUCED 800000 359 58.8
28018653 6/1/99 393300 392969.57 392969.57 R/T REFI REDUCED 500000 359 78.6
28019040 6/1/99 360000 360000 359712.11 R/T REFI REDUCED 665000 359 54.1
28019057 6/1/99 459000 459000 458632.94 R/T REFI REDUCED 730000 359 62.8
28019537 6/1/99 795500 795500 794879.43 R/T REFI FULL 1374000 359 57.9
28020162 6/1/99 344500 344231.25 344231.25 R/T REFI REDUCED 450000 359 76.5
28020287 6/1/99 482000 482000 481623.99 R/T REFI FULL 690000 359 69.8
28020469 6/1/99 286000 285582.37 285582.37 R/T REFI REDUCED 370000 359 77.2
28020808 6/1/99 496900 496900 496512.36 R/T REFI REDUCED 820000 359 60.6
28020816 6/1/99 326200 326200 325957.91 C/O REFI REDUCED 435000 359 74.9
28020832 6/1/99 414000 414000 413668.93 R/T REFI FULL 463000 359 89.3
28020956 6/1/99 382300 382300 382009.09 R/T REFI FULL 542000 359 70.5
28021665 6/1/99 349500 349500 349220.51 R/T REFI REDUCED 507000 359 68.9
28022465 6/1/99 263000 263000 262799.87 R/T REFI REDUCED 450000 359 58.4
28022499 6/1/99 331500 331500 331241.39 R/T REFI REDUCED 420000 359 78.9
28022507 6/1/99 352000 352000 351711.46 PURCH REDUCED 441000 359 79.9
28022689 6/1/99 272000 272000 271787.81 R/T REFI REDUCED 540000 359 50.4
28022978 6/1/99 390000 390000 389680.32 C/O REFI FULL 540000 359 72.2
28023158 6/1/99 248000 248000 247806.53 R/T REFI REDUCED 450000 359 55.1
28023307 6/1/99 264000 264000 263799.11 R/T REFI REDUCED 484500 359 54.5
28023422 6/1/99 318750 318750 318501.34 R/T REFI REDUCED 625000 359 51.0
28023448 6/1/99 340000 339714.36 339714.36 PURCH FULL 428000 359 79.9
28023513 6/1/99 260000 259786.88 259786.88 PURCH REDUCED 325000 359 79.9
28023653 6/1/99 376950 376648.55 376648.55 R/T REFI REDUCED 485000 359 77.7
28023695 6/1/99 285000 285000 284783.13 R/T REFI REDUCED 415000 359 68.6
28023752 6/1/99 575000 574492.69 574492.69 R/T REFI REDUCED 931000 359 61.7
28023893 6/1/99 620000 620000 619491.79 R/T REFI REDUCED 1475000 359 42.0
28023901 6/1/99 207800 207800 207629.67 PURCH FULL 260000 359 79.9
28024214 6/1/99 379200 379200 378873.51 PURCH REDUCED 500000 359 79.9
28026060 6/1/99 282100 282100 281879.93 PURCH REDUCED 353000 359 79.9
28026391 6/1/99 255200 255200 255000.91 PURCH FULL 319000 359 79.9
28026557 6/1/99 294000 293759.01 293759.01 R/T REFI REDUCED 370000 359 79.4
28026821 6/1/99 498000 498000 497611.51 R/T REFI REDUCED 645000 359 77.1
28026896 6/1/99 447500 447500 447142.14 R/T REFI FULL 575500 359 77.7
28026920 6/1/99 350000 350000 349713.11 R/T REFI FULL 438000 359 79.8
28027415 6/1/99 330000 329729.5 329729.5 R/T REFI REDUCED 575000 359 57.4
28027613 6/1/99 294400 294400 294175.98 PURCH REDUCED 368000 359 79.9
28027878 6/1/99 1100000 1100000 1099120.34 PURCH FULL 2080000 359 52.9
28028140 6/1/99 256000 256000 255805.2 R/T REFI REDUCED 390000 359 65.6
28028769 6/1/99 324800 324800 324533.76 PURCH REDUCED 425000 359 79.9
28029262 6/1/99 442500 442500 442154.8 R/T REFI REDUCED 635000 359 69.6
28029338 6/1/99 400000 400000 399687.96 C/O REFI REDUCED 550000 359 72.7
28030245 6/1/99 251000 251000 250809 R/T REFI REDUCED 500000 359 50.2
28030369 6/1/99 340000 339741.28 339741.28 C/O REFI FULL 465000 359 73.1
28030765 6/1/99 254000 254000 253801.85 R/T REFI REDUCED 487000 359 52.2
28030971 6/1/99 264800 264800 264588.24 PURCH REDUCED 333000 359 79.9
28032787 6/1/99 311600 311600 311600 PURCH FULL 390000 360 80.0
28033009 6/1/99 275850 275629.4 275629.4 PURCH REDUCED 306500 359 89.9
28033348 6/1/99 618000 618000 617529.75 R/T REFI FULL 1250000 359 49.4
28033629 6/1/99 261000 261000 260796.39 R/T REFI FULL 395000 359 66.0
28033710 6/1/99 355000 355000 354723.06 R/T REFI REDUCED 560000 359 63.4
28033736 6/1/99 279000 278776.88 278776.88 C/O REFI FULL 384000 359 72.6
28033868 6/1/99 262499 262278.46 262278.46 PURCH REDUCED 375000 359 69.9
28034437 6/1/99 285000 284572.09 284572.09 R/T REFI REDUCED 381250 359 74.7
28034759 6/1/99 650000 650000 649453.92 PURCH REDUCED 850000 359 77.3
28034874 6/1/99 320000 319731.15 319731.15 PURCH REDUCED 410000 359 79.9
28034908 6/1/99 260800 260530 260530 R/T REFI FULL 510000 359 51.1
28035764 6/1/99 364500 364229.49 364229.49 PURCH REDUCED 405000 359 89.9
28036713 6/1/99 453000 453000 452637.74 R/T REFI FULL 600000 359 75.4
28036820 6/1/99 450000 450000 449640.14 C/O REFI REDUCED 650000 359 69.2
28036895 6/1/99 633000 633000 632493.8 R/T REFI REDUCED 1000000 359 63.2
28037067 6/1/99 469000 469000 468634.13 R/T REFI FULL 600000 359 78.1
28037356 6/1/99 249500 249295.49 249295.49 C/O REFI REDUCED 375000 359 66.5
28037943 6/1/99 262400 262190.16 262190.16 PURCH FULL 340000 359 79.9
28038008 6/1/99 320000 320000 319750.36 PURCH REDUCED 400000 359 79.9
28039170 6/1/99 344000 343724.9 343724.9 PURCH REDUCED 430000 359 79.9
28039410 6/1/99 291100 290861.38 290861.38 R/T REFI FULL 405000 359 71.8
28039758 6/1/99 367200 367200 366899 PURCH REDUCED 460000 359 79.9
28039840 6/1/99 287600 287600 287600 PURCH REDUCED 366500 360 80.0
28042455 6/1/99 256000 256000 255779.58 PURCH REDUCED 320100 359 79.9
28042950 6/1/99 400000 400000 399687.96 PURCH REDUCED 500000 359 79.9
28043008 6/1/99 322500 322500 322254.6 C/O REFI FULL 430000 359 74.9
28043065 6/1/99 641000 640499.96 640499.96 R/T REFI REDUCED 830000 359 77.2
28043354 6/1/99 421000 421000 420671.57 R/T REFI REDUCED 610000 359 69.0
28044626 6/1/99 268000 268000 267801.1 PURCH REDUCED 335000 359 79.9
28044642 6/1/99 372000 372000 371709.8 PURCH FULL 465000 359 79.9
28044949 6/1/99 400000 399663.95 399663.95 PURCH REDUCED 1070000 359 37.4
28045631 6/1/99 343200 343200 342918.68 PURCH REDUCED 429000 359 79.9
28045755 6/1/99 316000 315740.97 315740.97 PURCH REDUCED 395000 359 79.9
28045979 6/1/99 336000 335737.88 335737.88 PURCH REDUCED 420000 359 79.9
28046100 6/1/99 410000 410000 409688.02 C/O REFI REDUCED 600000 359 68.3
28046621 6/1/99 335000 334725.4 334725.4 C/O REFI FULL 775000 359 43.2
28047074 6/1/99 317000 317000 316740.16 C/O REFI FULL 445000 359 71.2
28047827 6/1/99 384000 384000 383677.39 PURCH FULL 495000 359 79.9
28047843 6/1/99 262400 262400 262195.29 C/O REFI REDUCED 375000 359 69.9
28048155 6/1/99 276000 276000 275784.69 PURCH FULL 345000 359 79.9
28048304 6/1/99 298554 298554 298303.18 PURCH FULL 374000 359 79.9
28048866 6/1/99 398000 397500.04 397162.8 C/O REFI FULL 556000 359 71.4
28048874 6/1/99 287500 287275.72 287275.72 C/O REFI FULL 525000 359 54.8
28049013 6/1/99 565000 565000 564548.18 R/T REFI REDUCED 1050000 359 53.8
28049807 6/1/99 305000 305000 304749.99 R/T REFI REDUCED 430000 359 70.9
28050193 6/1/99 373000 373000 372686.63 R/T REFI REDUCED 610000 359 61.1
28050227 6/1/99 300000 299765.97 299765.97 PURCH FULL 375000 359 79.9
28051332 6/1/99 282400 282400 282168.51 PURCH REDUCED 353000 359 79.9
28052538 6/1/99 298700 298466.98 298466.98 PURCH FULL 375000 359 79.9
28052652 6/1/99 312000 311444.25 311444.25 PURCH REDUCED 390000 359 79.9
28052686 6/1/99 264517 264310.64 264310.64 C/O REFI REDUCED 480939 359 55.0
28053197 6/1/99 618000 618000 617505.79 R/T REFI REDUCED 800000 359 77.2
28053312 6/1/99 352800 352800 352503.6 PURCH FULL 392000 359 89.9
28053361 6/1/99 302000 301746.28 301746.28 PURCH FULL 377500 359 79.9
28053643 6/1/99 420000 420000 419655.72 PURCH REDUCED 525000 359 79.9
28053700 6/1/99 333000 333000 332746.61 R/T REFI FULL 514000 359 64.8
28053866 6/1/99 334400 334400 334119.06 PURCH REDUCED 418000 359 79.9
28054336 6/1/99 376000 375706.68 375706.68 PURCH REDUCED 488000 359 79.9
28054476 6/1/99 600000 600000 599531.94 PURCH FULL 1100000 359 54.5
28054575 6/1/99 298000 298000 297755.72 R/T REFI FULL 610000 359 48.9
28055051 6/1/99 500000 499579.93 499579.93 PURCH REDUCED 836000 359 59.8
28055119 6/1/99 360000 359704.91 359704.91 PURCH FULL 475000 359 75.7
28055358 6/1/99 259600 259600 259397.49 PURCH FULL 335000 359 79.9
28055390 6/1/99 430000 430000 429647.52 R/T REFI REDUCED 680000 359 63.2
28055507 6/1/99 450000 450000 449631.13 R/T REFI REDUCED 645000 359 69.7
28056521 6/1/99 275000 275000 274774.58 R/T REFI REDUCED 360000 359 76.3
28057438 6/1/99 300000 299760.09 299760.09 PURCH REDUCED 320000 359 93.7
28057602 6/1/99 259500 259500 259297.56 R/T REFI FULL 450000 359 57.7
28057776 6/1/99 509800 509800 509371.7 PURCH FULL 637500 359 79.9
28059087 6/1/99 296000 296000 295774.77 PURCH REDUCED 380000 359 79.9
28060168 6/1/99 370000 370000 369711.36 R/T REFI FULL 510000 359 72.5
28061166 6/1/99 520000 520000 520000 PURCH FULL 1200000 360 43.3
28061497 6/1/99 300050 300050 299815.92 PURCH REDUCED 386000 359 79.9
28061596 6/1/99 384000 383685.23 383685.23 PURCH FULL 485000 359 79.9
28061760 6/1/99 463200 463200 462810.85 PURCH FULL 579000 359 79.9
28063766 6/1/99 323200 323200 322921.73 PURCH REDUCED 404000 359 79.9
28064848 6/1/99 285000 285000 284777.67 R/T REFI REDUCED 500000 359 57.0
28064863 6/1/99 340000 340000 339734.77 PURCH REDUCED 640000 359 53.1
28067213 6/1/99 380000 380000 379703.56 PURCH REDUCED 480000 359 79.9
28068559 6/1/99 264000 263699.39 263481.24 R/T REFI FULL 330000 359 79.8
28069334 6/1/99 283200 282984.5 282984.5 PURCH REDUCED 355000 359 79.9
28069656 6/1/99 350000 350000 349720.11 C/O REFI FULL 755000 359 46.4
28070134 6/1/99 302000 302000 301770.2 R/T REFI REDUCED 410000 359 73.6
28070555 6/1/99 296000 296000 295769.08 R/T REFI REDUCED 370000 359 79.9
28071884 6/1/99 531000 531000 530605.92 R/T REFI FULL 760000 359 69.8
28072155 6/1/99 297500 297267.92 297267.92 R/T REFI REDUCED 470000 359 63.3
28072569 6/1/99 584000 584000 583544.42 R/T REFI REDUCED 735000 359 79.4
28075885 6/1/99 296250 296035.58 296035.58 PURCH FULL 395000 359 74.9
28075950 6/1/99 624000 624000 624000 PURCH REDUCED 780000 360 80.0
28076248 6/1/99 570000 570000 569532.77 PURCH REDUCED 840000 359 67.8
28076578 6/1/99 262800 262800 262594.99 PURCH FULL 292000 359 89.9
28076743 6/1/99 290400 290400 290179.02 PURCH FULL 365000 359 79.9
28077097 6/1/99 295200 295200 294969.71 PURCH REDUCED 369000 359 79.9
28077626 6/1/99 544000 544000 543554.08 PURCH REDUCED 680000 359 79.9
28078905 6/1/99 435000 434543.35 434209.54 R/T REFI REDUCED 575000 359 75.6
28079473 6/1/99 335200 335200 334918.39 PURCH FULL 430000 359 79.9
28080158 6/1/99 488500 488500 488118.91 C/O REFI REDUCED 1256000 359 38.9
28080190 6/1/99 255750 255750 255540.36 R/T REFI REDUCED 345000 359 74.1
28081370 6/1/99 278800 278800 278800 C/O REFI REDUCED 415000 360 67.2
28082618 6/1/99 292000 291760.65 291760.65 PURCH REDUCED 370000 359 79.9
28083293 6/1/99 413000 413000 412677.82 R/T REFI FULL 600000 359 68.8
28084085 6/1/99 289000 289000 288768.89 C/O REFI FULL 403000 359 71.7
28084770 6/1/99 259900 259616.08 259616.08 PURCH REDUCED 327000 359 79.9
28084812 6/1/99 243000 240227.41 240016.62 R/T REFI FULL 325000 359 73.9
28085959 6/1/99 268000 268000 267780.31 PURCH REDUCED 335000 359 79.9
28086296 6/1/99 290000 290000 289762.29 PURCH REDUCED 365000 359 79.9
28087062 6/1/99 302000 301752.45 301752.45 R/T REFI REDUCED 405000 359 74.5
28087179 6/1/99 295000 295000 294752.16 R/T REFI REDUCED 377500 359 78.1
28087294 6/1/99 300000 300000 299765.97 C/O REFI REDUCED 525000 359 57.1
28087781 6/1/99 553000 553000 552568.6 C/O REFI REDUCED 790000 359 69.9
28091155 6/1/99 283000 283000 282664.24 C/O REFI REDUCED 435000 299 65.0
28091353 6/1/99 295200 295200 295200 PURCH REDUCED 369000 360 80.0
28091452 6/1/99 400000 400000 399680.12 PURCH REDUCED 615000 359 65.0
28091965 6/1/99 250000 250000 249800.08 PURCH REDUCED 520000 359 48.8
28092021 6/1/99 412500 412500 412178.21 R/T REFI FULL 530000 359 77.8
28092484 6/1/99 359920 359920 359624.97 PURCH REDUCED 449900 359 79.9
28092823 6/1/99 306000 305761.29 305761.29 R/T REFI REDUCED 432000 359 70.8
28093946 6/1/99 264000 264000 263783.6 PURCH FULL 336600 359 79.9
28094191 6/1/99 340000 340000 340000 PURCH FULL 440000 360 78.2
28094266 6/1/99 280000 280000 279792.19 R/T REFI FULL 350000 359 79.9
28094415 6/1/99 501000 501000 500609.17 R/T REFI FULL 950000 359 52.7
28094696 6/1/99 450000 448331.63 447953.03 R/T REFI REDUCED 600000 359 74.7
28094753 6/1/99 319000 319000 318405.99 R/T REFI REDUCED 465000 239 68.5
28095040 6/1/99 288000 288000 287775.33 R/T REFI REDUCED 495000 359 58.2
28097269 6/1/99 332000 332000 331734.5 PURCH FULL 419000 359 79.2
28097517 6/1/99 563000 563000 563000 C/O REFI REDUCED 850000 360 66.2
28097939 6/1/99 280000 280000 279781.57 PURCH FULL 370000 359 75.6
28098606 6/1/99 338000 338000 337716.04 C/O REFI FULL 564000 359 59.9
28099661 6/1/99 333000 333000 332733.7 R/T REFI FULL 370000 359 89.9
28099794 6/1/99 282000 282000 281780.01 C/O REFI REDUCED 450000 359 62.7
28100204 6/1/99 636000 635491.4 635491.4 R/T REFI REDUCED 855000 359 74.3
28100931 6/1/99 300000 300000 299760.09 PURCH REDUCED 445000 359 67.4
28102713 6/1/99 265000 264798.36 264798.36 C/O REFI REDUCED 920000 359 28.8
28104081 6/1/99 515950 515950 515547.51 PURCH REDUCED 700000 359 79.9
28104941 6/1/99 600000 600000 599543.44 PURCH REDUCED 775000 359 78.9
28105278 6/1/99 284900 284661.15 284661.15 C/O REFI REDUCED 380000 359 74.9
28105393 6/1/99 397200 396882.37 396882.37 PURCH REDUCED 506500 359 79.9
28105716 6/1/99 384000 384000 383685.23 PURCH REDUCED 480000 359 79.9
28109742 6/1/99 288000 288000 287763.92 PURCH REDUCED 360000 359 79.9
28110872 6/1/99 450000 450000 449631.13 PURCH FULL 747000 359 60.2
28111383 6/1/99 359000 359000 358726.82 C/O REFI REDUCED 560000 359 64.1
28111524 6/1/99 468000 468000 467634.91 R/T REFI FULL 750000 359 62.4
28111565 6/1/99 360000 360000 359719.16 C/O REFI REDUCED 505000 359 71.2
28113058 6/1/99 500000 500000 500000 PURCH FULL 870000 360 57.5
28113272 6/1/99 268000 268000 267774.85 R/T REFI FULL 341000 359 78.5
28113421 6/1/99 335600 335600 335338.19 C/O REFI FULL 447500 359 74.9
28114536 6/1/99 453750 453750 453404.73 C/O REFI FULL 605000 359 74.9
28114650 6/1/99 320000 320000 320000 C/O REFI REDUCED 460000 360 69.6
28116614 6/1/99 393000 393000 392685.72 C/O REFI FULL 535000 359 73.4
28118172 6/1/99 384000 384000 384000 R/T REFI REDUCED 750000 360 51.2
28118222 6/1/99 268000 268000 267790.93 PURCH REDUCED 335000 359 79.9
28118396 6/1/99 320000 320000 319756.5 PURCH REDUCED 420000 359 76.1
28118867 6/1/99 267920 267920 267694.91 PURCH FULL 338000 359 79.9
28119824 6/1/99 453000 453000 452637.74 R/T REFI FULL 580000 359 78.0
28119881 6/1/99 250400 250400 250400 R/T REFI REDUCED 320000 360 78.3
28119949 6/1/99 295000 294769.86 294769.86 C/O REFI REDUCED 478000 359 61.7
28120327 6/1/99 551700 551700 551269.62 R/T REFI REDUCED 1200000 359 46.0
28120541 6/1/99 297500 297500 297273.63 R/T REFI REDUCED 560000 359 53.1
28120566 6/1/99 300850 300850 300850 PURCH FULL 376250 360 80.0
28120806 6/1/99 377000 376690.97 376690.97 C/O REFI FULL 539000 359 69.9
28120962 6/1/99 361000 361000 360696.71 R/T REFI REDUCED 540000 359 66.8
28121135 6/1/99 584000 584000 584000 R/T REFI REDUCED 1025000 360 57.0
28122026 6/1/99 251000 251000 250804.19 C/O REFI FULL 520000 359 48.3
28122265 6/1/99 368800 368800 368800 PURCH REDUCED 461400 360 80.0
28122448 6/1/99 290250 290250 290023.57 PURCH REDUCED 325000 359 89.9
28122752 6/1/99 266000 266000 265802.58 PURCH REDUCED 285000 359 94.9
28123321 6/1/99 260000 260000 259786.88 R/T REFI REDUCED 505000 359 51.5
28123677 6/1/99 308000 308000 308000 PURCH REDUCED 385000 360 80.0
28123685 6/1/99 350000 349720.11 349720.11 PURCH REDUCED 620000 359 56.5
28123750 6/1/99 371000 371000 370717.69 C/O REFI REDUCED 530000 359 69.9
28123842 6/1/99 316800 316800 316546.65 PURCH FULL 396000 359 79.9
28124162 6/1/99 335000 335000 335000 PURCH REDUCED 510000 360 65.7
28124253 6/1/99 307500 307500 307241.66 PURCH REDUCED 410000 359 77.5
28124782 6/1/99 636000 636000 635491.4 PURCH FULL 825000 359 79.9
28124816 6/1/99 321000 321000 320743.3 R/T REFI FULL 440000 359 72.9
28124881 6/1/99 355000 355000 355000 C/O REFI REDUCED 525000 360 67.6
28125094 6/1/99 322000 322000 321748.81 C/O REFI REDUCED 450000 359 71.5
28125219 6/1/99 341000 341000 340733.98 R/T REFI FULL 600000 359 56.8
28125250 6/1/99 302000 302000 302000 R/T REFI REDUCED 385000 360 78.4
28125755 6/1/99 299000 299000 299000 R/T REFI FULL 490000 360 61.0
28125995 6/1/99 480000 480000 479625.55 R/T REFI FULL 700000 359 68.5
28126407 6/1/99 318750 318750 318519.29 C/O REFI FULL 425000 359 74.9
28126464 6/1/99 407000 407000 406666.38 R/T REFI REDUCED 630000 359 64.6
28126647 6/1/99 675000 675000 674446.7 R/T REFI REDUCED 1840000 359 36.7
28127041 6/1/99 500000 499579.93 499579.93 PURCH REDUCED 628000 359 79.6
28127306 6/1/99 265000 264637.74 264637.74 R/T REFI FULL 340000 359 77.8
28127355 6/1/99 337500 337500 337500 C/O REFI REDUCED 450000 360 75.0
28127462 6/1/99 343000 342732.42 343000 R/T REFI REDUCED 550000 360 62.4
28127918 6/1/99 941000 941000 941000 R/T REFI REDUCED 2500000 360 37.6
28129534 6/1/99 308000 308000 308000 R/T REFI FULL 465000 360 66.2
28130102 6/1/99 445000 445000 445000 C/O REFI FULL 640000 360 69.5
28130532 6/1/99 485000 485000 485000 R/T REFI REDUCED 1200000 360 40.4
28130672 6/1/99 1050400 1050400 1049517.53 PURCH FULL 1425000 359 79.9
28131084 6/1/99 350000 350000 349720.11 C/O REFI FULL 440000 359 79.5
28131225 6/1/99 277000 277000 276783.91 R/T REFI FULL 350000 359 79.1
28131373 6/1/99 272000 272000 271782.48 R/T REFI REDUCED 430000 359 63.2
28131746 6/1/99 355500 355500 355201.33 R/T REFI REDUCED 600000 359 59.3
28132108 6/1/99 400000 400000 399687.96 R/T REFI FULL 520000 359 76.9
28132975 6/1/99 400000 400000 399687.96 PURCH REDUCED 540000 359 74.7
28133809 6/1/99 601000 601000 601000 R/T REFI REDUCED 870000 360 69.1
28134435 6/1/99 469600 469224.4 469224.4 R/T REFI REDUCED 820000 359 57.3
28136471 6/1/99 325000 325000 324726.96 PURCH REDUCED 775000 359 41.9
28136968 6/1/99 362000 362000 362000 C/O REFI FULL 1000000 360 36.2
28137107 6/1/99 293000 293000 292771.43 R/T REFI REDUCED 384000 359 76.2
28137917 6/1/99 650000 650000 649453.92 PURCH REDUCED 1068000 359 61.9
28137982 6/1/99 254000 254000 253801.85 R/T REFI FULL 400000 359 63.5
28138295 6/1/99 649500 649500 649500 C/O REFI FULL 1232000 360 52.7
28138436 6/1/99 482000 482000 481623.99 R/T REFI FULL 610000 359 79.0
28138816 6/1/99 445000 445000 445000 R/T REFI REDUCED 610000 360 73.0
28139566 6/1/99 425000 425000 425000 R/T REFI REDUCED 665000 360 63.9
28140762 6/1/99 416000 416000 416000 PURCH REDUCED 520000 360 80.0
28140994 6/1/99 440000 440000 440000 PURCH REDUCED 555500 360 80.0
28141281 6/1/99 324000 323727.8 323727.8 PURCH REDUCED 405000 359 79.9
28142677 6/1/99 400000 400000 400000 PURCH REDUCED 535000 360 75.1
28143626 6/1/99 284000 284000 283454.82 C/O REFI FULL 417000 239 68.0
28144244 6/1/99 306000 306000 305761.29 R/T REFI REDUCED 385000 359 79.4
28144558 6/1/99 285000 285000 285000 R/T REFI REDUCED 430000 360 66.3
28144699 6/1/99 526800 526800 526368.18 R/T REFI REDUCED 830000 359 63.4
28147494 6/1/99 384000 384000 383692.92 PURCH FULL 480000 359 79.9
28147783 6/1/99 288000 288000 287763.92 PURCH FULL 365000 359 89.9
28148435 6/1/99 292000 291754.69 291754.69 PURCH FULL 365000 359 79.9
28152049 6/1/99 320000 320000 319756.5 R/T REFI FULL 400000 359 79.9
28153187 6/1/99 343000 343000 343000 R/T REFI REDUCED 435000 360 78.9
28153724 6/1/99 292000 292000 292000 PURCH REDUCED 368000 360 80.0
28154144 6/1/99 546500 546500 546073.67 R/T REFI REDUCED 790000 359 69.1
28154276 6/1/99 380000 380000 380000 R/T REFI REDUCED 775000 360 49.0
28154813 6/1/99 540000 540000 539578.74 R/T REFI FULL 792000 359 68.1
28155224 6/1/99 395000 395000 394691.86 R/T REFI REDUCED 500000 359 78.9
28155687 6/1/99 257600 257600 257600 PURCH REDUCED 322000 360 80.0
28156834 6/1/99 275600 275600 275600 PURCH FULL 345000 360 80.0
28157451 6/1/99 351200 351200 350926.02 PURCH REDUCED 439000 359 79.9
28157964 6/1/99 329000 329000 328723.6 PURCH FULL 529000 359 62.1
28158020 6/1/99 400000 400000 399687.96 PURCH REDUCED 545000 359 74.0
28158111 6/1/99 556000 556000 556000 PURCH REDUCED 695000 360 80.0
28158640 6/1/99 360000 360000 359712.11 PURCH REDUCED 470000 359 79.9
28159366 6/1/99 289000 289000 289000 R/T REFI REDUCED 560000 360 51.6
28163855 6/1/99 484000 484000 483622.43 PURCH FULL 605000 359 79.9
28164754 6/1/99 368000 368000 367712.92 C/O REFI FULL 690000 359 53.3
28165108 6/1/99 444000 444000 444000 PURCH REDUCED 555000 360 80.0
28165140 6/1/99 370000 370000 370000 PURCH REDUCED 645000 360 57.4
28166221 6/1/99 262500 262500 262300.25 R/T REFI REDUCED 381000 359 68.8
28168938 6/1/99 277000 277000 277000 R/T REFI REDUCED 550000 360 50.4
28170074 6/1/99 513500 513500 513500 R/T REFI REDUCED 648000 360 79.2
28170421 6/1/99 415200 415200 414876.1 PURCH REDUCED 550000 359 79.9
28172724 6/1/99 334000 334000 333745.85 C/O REFI FULL 482000 359 69.2
28174704 6/1/99 650000 650000 650000 R/T REFI REDUCED 1400000 360 46.4
28177186 6/1/99 339400 339400 339135.23 C/O REFI FULL 720000 359 47.1
28178051 6/1/99 297000 297000 297000 R/T REFI REDUCED 425000 360 69.9
28178176 6/1/99 650000 650000 649467.2 PURCH REDUCED 3300000 359 19.7
28185007 6/1/99 276000 276000 275773.76 PURCH REDUCED 345000 359 79.9
28185155 6/1/99 320000 320000 320000 PURCH REDUCED 425000 360 75.3
28185460 6/1/99 263000 263000 263000 R/T REFI REDUCED 515000 360 51.1
28185569 6/1/99 341000 341000 341000 C/O REFI REDUCED 662000 360 51.5
28185924 6/1/99 350000 350000 350000 R/T REFI FULL 900000 360 38.9
28187078 6/1/99 578000 578000 578000 C/O REFI FULL 850000 360 68.0
28188183 6/1/99 485000 485000 485000 PURCH FULL 985000 360 49.2
28189074 6/1/99 280000 280000 279776.08 PURCH REDUCED 350000 359 79.9
28193076 6/1/99 298400 298400 298400 PURCH REDUCED 374000 360 80.0
28196913 6/1/99 304000 304000 303762.85 PURCH REDUCED 347000 359 88.3
28197234 6/1/99 499950 499950 499578.96 PURCH REDUCED 624950 359 79.9
28198000 6/1/99 1000000 1000000 999219.9 PURCH FULL 1600000 359 62.5
28200442 6/1/99 344000 344000 344000 R/T REFI REDUCED 500000 360 68.8
28200533 6/1/99 330000 330000 330000 C/O REFI REDUCED 440000 360 75.0
28207157 6/1/99 546375 546375 546375 PURCH REDUCED 729500 360 75.0
28208650 6/1/99 265000 265000 265000 PURCH REDUCED 385000 360 68.8
Total Loans 854
Sched UPB $304,190,725.19
WAC 7.1184
WAM 357.6
WOLTV 72.3
EXHIBIT E
REQUEST FOR RELEASE OF DOCUMENTS
[date]
To: The Bank of New York
101 Barclay Street - 12 E
New York, New York 10286
Attn: Inventory Control
Re: The Pooling and Servicing Agreement dated June 24, 1999, among
Bank of America Mortgage Securities, Inc., as Depositor,
NationsBanc Mortgage Corporation, as Servicer, Bank of America,
FSB, as Servicer, and The Bank of New York, as Trustee
In connection with the administration of the Mortgage Loans held by you,
as Custodian, pursuant to the above-captioned Pooling and Servicing Agreement,
we request the release, and hereby acknowledge receipt, of the Mortgage File for
the Mortgage Loan described below, for the reason indicated.
Mortgage Loan Number:
Mortgagor Name, Address & Zip Code:
Reason for Requesting Documents (check one)
1.____Mortgage Paid in Full
2.____Foreclosure
3.____Substitution
4.____Other Liquidation
5. Nonliquidation Reason: ___________________
By:________________________________
(authorized signer of Bank of
America Mortgage Securities, Inc.)
Issuer:___________________________________
Address:__________________________________
__________________________________________
Date:_____________________________________
Custodian
The Bank of New York
Please acknowledge the execution of the above request by your signature and date
below:
---------------------------------- ---------------
Signature Date
Documents returned to Custodian:
----------------------------------- ----------------
Custodian Date
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 June 24, 1999, among Bank of America Mortgage Securities, Inc., as
Depositor, NationsBanc Mortgage Corporation, as Servicer, Bank of America, FSB,
as Servicer, and The Bank of New York, as
Trustee.
[___________________],
By:_______________________________________
Name:_____________________________________
Title:____________________________________
EXHIBIT G-1
FORM OF TRANSFEROR CERTIFICATE
FOR TRANSFERS OF PRIVATE CERTIFICATES
[Date]
The Bank of New York
101 Barclay Street - 12 E
New York, New York 10286
Re: Bank of America Mortgage Securities, Inc., Mortgage
Pass-Through Certificates, Series 1999-7, Class ___,
having an initial aggregate Certificate Balance as of
June 24, 1999 of $___________
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
[______________] (the "Transferor") to [______________] (the "Transferee") of
the captioned Certificates (the "Transferred Certificates"), pursuant to Section
6.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated June 24, 1999, among Bank of America Mortgage Securities,
Inc., as Depositor, NationsBanc Mortgage Corporation, as Servicer, Bank of
America, FSB, as Servicer, and The Bank of New York, as Trustee. All capitalized
terms used herein and not otherwise defined shall have the respective meanings
set forth in the Pooling and Servicing Agreement. The Transferor hereby
certifies, represents and warrants to you, as Trustee, that:
1. The Transferor is the lawful owner of the Transferred
Certificates with the full right to transfer such Certificates free from
any and all claims and encumbrances whatsoever.
2. Neither the Transferor nor anyone acting on its behalf has (a)
offered, transferred, pledged, sold or otherwise disposed of any
Transferred Certificate, any interest in a Transferred Certificate or any
other similar security to any person in any manner, (b) solicited any
offer to buy or accept a transfer, pledge or other disposition of any
Transferred Certificate, any interest in a Transferred Certificate or any
other similar security from any person in any manner, (c) otherwise
approached or negotiated with respect to any Transferred Certificate, any
interest in a Transferred Certificate or any other similar security with
any person in any manner, (d) made any general solicitation with respect
to any Transferred Certificate, any interest in a Transferred Certificate
or any other similar security by means of general advertising or in any
other manner, or (e) taken any other action with respect to any
Transferred Certificate, any interest in a Transferred Certificate or any
other similar security, which (in the case of any of the acts described in
clauses (a) through (e) hereof) would constitute a distribution of the
Transferred Certificates under the Securities Act of 1933, as amended (the
"1933 Act"), would render the disposition of the Transferred Certificates
a violation of Section 5 of the 1933 Act or any state securities laws, or
would require registration or qualification of the Transferred
Certificates pursuant to the 1933 Act or any state securities laws.
Very truly yours,
-------------------------------------------
(Transferor)
By:_______________________________________
Name:_____________________________________
Title:____________________________________
EXHIBIT G-2A
FORM I OF TRANSFEREE CERTIFICATE
FOR TRANSFERS OF PRIVATE CERTIFICATES
[Date]
The Bank of New York
101 Barclay Street - 12 E
New York, New York 10286
Re: Bank of America Mortgage Securities, Inc., Mortgage
Pass-Through Certificates, Series 1999-7, Class ___,
having an initial aggregate Certificate Balance as of
June 24, 1999 of $_________]
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
[_______________] (the "Transferor") to [_________________________________] (the
"Transferee") of the captioned Certificates (the "Transferred Certificates"),
pursuant to Section 6.02 of the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement"), dated June 24, 1999, among Bank of America Mortgage
Securities, Inc., as Depositor, NationsBanc Mortgage Corporation, as Servicer,
Bank of America, FSB, as Servicer, and The Bank of New York, as Trustee. All
capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferor hereby certifies, represents and warrants to you, as Trustee, that:
1. The Transferee is a "qualified institutional buyer" (a "Qualified
Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A")
under the Securities Act of 1933, as amended (the "1933 Act"), and has
completed one of the forms of certification to that effect attached hereto
as Annex 1 and Annex 2. The Transferee is aware that the sale to it is
being made in reliance on Rule 144A. The Transferee is acquiring the
Transferred Certificates for its own account or for the account of another
Qualified Institutional Buyer, and understands that such Transferred
Certificates may be resold, pledged or transferred only (a) to a person
reasonably believed to be a Qualified Institutional Buyer that purchases
for its own account or for the account of another Qualified Institutional
Buyer to whom notice is given that the resale, pledge or transfer is being
made in reliance on Rule 144A, or (b) pursuant to another exemption from
registration under the 1933 Act.
2. The Transferee has been furnished with all information regarding
(a) the Depositor, (b) the Transferred Certificates and distributions
thereon, (c) the nature, performance and servicing of the Mortgage Loans,
(d) the Pooling and Servicing Agreement and the Trust created pursuant
thereto, (e) any credit enhancement mechanism associated with the
Transferred Certificate, and (f) all related matters, that it has
requested.
3. If the Transferee proposes that the Transferred Certificates be
registered in the name of a nominee, such nominee has completed the
Nominee Acknowledgment below.
Very truly yours,
-------------------------------------------
(Transferor)
By:_______________________________________
Name:_____________________________________
Title:____________________________________
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
101 Barclay Street-12 E
New York, New York 10286
Re: Bank of America Mortgage Securities, Inc., Mortgage
Pass-Through Certificates, Series 1999-7, Class ___,
having an initial aggregate Certificate Principal
Balance as of June 24, 1999 of $_________
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
[_______________________] (the "Transferor") to
[_________________________________] (the "Transferee") of the captioned
Certificates (the "Transferred Certificates"), pursuant to Section 6.02 of the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated
June 24, 1999, among Bank of America Mortgage Securities, Inc., as Depositor,
NationsBanc Mortgage Corporation, as Servicer, Bank of America, FSB as Servicer,
and The Bank of New York, as Trustee. All capitalized terms used herein and not
otherwise defined shall have the respective meanings set forth in the Pooling
and Servicing Agreement. The Transferor hereby certifies, represents and
warrants to you, as Trustee, that:
1. Transferee is acquiring the Transferred Certificates for its own
account for investment and not with a view to or for sale or transfer in
connection with any distribution thereof, in whole or in part, in any manner
which would violate the Securities Act of 1933, as amended (the "1933 Act"), or
any applicable state securities laws.
2. Transferee understands that (a) the Transferred Certificates have not
been and will not be registered under the 1933 Act or registered or qualified
under any applicable state securities laws, (b) neither the Depositor nor the
Trustee is obligated so to register or qualify the Transferred Certificates and
(c) neither the Transferred Certificates nor any security issued in exchange
therefor or in lieu thereof may be resold or transferred unless such resale or
transfer is exempt from the registration requirements of the 1933 Act and any
applicable state securities laws or is made in accordance with the 1933 Act and
laws, in which case (i) unless the transfer is made in reliance on Rule 144A
under the 1933 Act, the Trustee or the Depositor may require a written Opinion
of Counsel (which may be in-house counsel) acceptable to and in form and
substance reasonably satisfactory to the Trustee and the Depositor that such
transfer may be made pursuant to an exemption, describing the applicable
exemption and the basis therefor, from the 1933 Act and such laws or is being
made pursuant to the 1933 Act and such laws, which Opinion of Counsel shall not
be an expense of the Trustee or the Depositor and (ii) the Trustee shall require
a certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached to the Pooling and Servicing Agreement as
Exhibit G-1 and a certificate from such Certificateholder's prospective
transferee substantially in the form attached to the Pooling and Servicing
Agreement either as Exhibit G-2A or as Exhibit G-2B, which certificates shall
not be an expense of the Trustee or the Depositor; provided that the foregoing
requirements under clauses (i) and (ii) shall not apply to a transfer of a
Private Certificate between or among the Depositor, the Seller, their affiliates
or both.
3. The Transferee understands that it may not sell or otherwise transfer
the Transferred Certificates, any security issued in exchange therefor or in
lieu thereof or any interest in the foregoing except in compliance with the
provisions of Section 6.02 of the Pooling and Servicing Agreement, which
provisions it has carefully reviewed, and that the Transferred Certificates will
bear legends substantially to the following effect:
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE
WITHOUT REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A
TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT
AND IN ACCORDANCE WITH THE PROVISIONS OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON
BEHALF OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN
INDIVIDUAL RETIREMENT ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR ANY FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A
"PLAN"), MAY RESULT IN "PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF
ERISA, THE CODE OR SIMILAR LAW. TRANSFER OF THIS CERTIFICATE WILL NOT BE
MADE UNLESS THE TRANSFEREE DELIVERS TO THE TRUSTEE EITHER (I) A
REPRESENTATION LETTER, IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE,
STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON BEHALF OF, ANY SUCH PLAN
OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH PURCHASE OR (B) IF IT
IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS
CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH TERM IS
DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO BENEFIT
PLAN WITH RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES
AND LIABILITIES FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH BENEFIT
PLAN AND ALL OTHER BENEFIT PLANS MAINTAINED BY THE SAME EMPLOYER (OR
AFFILIATE THEREOF AS DEFINED IN SECTION V(A)(1) OF PTE 95-60) OR BY THE
SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE TOTAL OF ALL RESERVES AND
LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS ARE DETERMINED UNDER
SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND ALL PLANS THAT
HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE 95-60
APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICERS, TO THE EFFECT THAT THE PURCHASE OR
HOLDING OF THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT RESULT
IN THE ASSETS OF THE TRUST BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO
THE PROHIBITED TRANSACTION PROVISIONS OF ERISA, THE CODE OR SIMILAR LAW
AND WILL NOT SUBJECT THE DEPOSITOR, THE SERVICERS OR THE TRUSTEE TO ANY
OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING
AGREEMENT. EACH PERSON WHO ACQUIRES THIS CERTIFICATE OR ANY INTEREST
THEREIN SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS REQUIRED BY THE
REPRESENTATION LETTER REFERRED TO IN THE PRECEDING SENTENCE UNLESS SUCH
PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION LETTER OR THE OPINION OF
COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE TRUSTEE. THE POOLING
AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR PURPORTED TRANSFER
IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND VOID AND WILL
VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
4. Neither the Transferee nor anyone acting on its behalf has (a) offered,
transferred, pledged, sold or otherwise disposed of any Transferred Certificate,
any interest in a Transferred Certificate or any other similar security to any
person in any manner, (b) solicited any offer to buy or accept a transfer,
pledge or other disposition of any Transferred Certificate, any interest in a
Transferred Certificate or any other similar security from any person in any
manner, (c) otherwise approached or negotiated with respect to any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security with any person in any manner, (d) made any general solicitation by
means of general advertising or in any other manner, or (e) taken any other
action, that (in the case of any of the acts described in clauses (a) through
(e) above) would constitute a distribution of the Transferred Certificates under
the 1933 Act, would render the disposition of the Transferred Certificates a
violation of Section 5 of the 1933 Act or any state securities law or would
require registration or qualification of the Transferred Certificates pursuant
thereto. The Transferee will not act, nor has it authorized nor will it
authorize any person to act, in any manner set forth in the foregoing sentence
with respect to the Transferred Certificates, any interest in the Transferred
Certificates or any other similar security.
5. The Transferee has been furnished with all information regarding (a)
the Depositor, (b) the Transferred Certificates and distributions thereon, (c)
nature, performance and servicing of the Mortgage Loans., (d) the Pooling and
Servicing Agreement and the Trust created pursuant thereto, (e) any credit
enhancement mechanism associated with the Transferred Certificates, and (f) all
related matters, that it has requested.
6. The Transferee is an "accredited investor" within the meaning of
paragraph (1), (2), (3) or (7) of Rule 501 (a) under the 1933 Act or an entity
in which all the equity owners come within such paragraphs and has such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of an investment in the Transferred
Certificates; the Transferee has sought such accounting, legal and tax advice as
it has considered necessary to make an informed investment decision; and the
Transferee is able to bear the economic risks of such an investment and can
afford a complete loss of such investment.
7. If the Transferee proposes that the Transferred Certificates be
registered in the name of a nominee, such nominee has completed the Nominee
Acknowledgment below.
Very truly yours,
____________________________________________
(Transferee)
By:_______________________________________
Name:_____________________________________
Title:____________________________________
Date:_____________________________________
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
101 Barclay Street - 12 E
New York, New York 10286
Re: Bank of America Mortgage Securities, Inc., Mortgage
Pass-Through Certificates, Series 1999-7, Class ___,
having an initial aggregate Certificate Principal
Balance as of June 24, 1999 of $_________
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
[_______________________] (the "Transferor") to
[________________________________] (the "Transferee") of the captioned
Certificates (the "Transferred Certificates"), pursuant to Section 6.02 of the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated
June 24, 1999, among Bank of America Mortgage Securities, Inc., as Depositor,
NationsBanc Mortgage Corporation, as Servicer, Bank of America, FSB, as
Servicer, and The Bank of New York, as Trustee. All capitalized terms used
herein and not otherwise defined shall have the respective meanings set forth in
the Pooling and Servicing Agreement.
The Transferee hereby certifies, represents and warrants to you, as
Trustee, either that:
(a) it is not, and is not acting on behalf of, an employee benefit plan or
arrangement, including an individual retirement account, subject to the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), the Internal
Revenue Code of 1986, as amended (the "Code"), or any federal, state or local
law ("Similar Law") which is similar to ERISA or the Code (collectively, a
"Plan"), and it is not using the assets of any such Plan to effect the purchase
of the Transferred Certificates; or
(b) it is an insurance company and the source of funds used to purchase
the Transferred Certificates is an "insurance company general account" (as
defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTE
95-60"), 60 Fed. Reg. 35925 (July 12, 1995)), there is no Plan with respect to
which the amount of such general account's reserves and liabilities for the
contract(s) held by or on behalf of such Plan and all other Plans maintained by
the same employer (or affiliate thereof as defined in Section V(a)(1) of PTE
95-60) or by the same employee organization exceeds 10% of the total of all
reserves and liabilities of such general account (as such amounts are determined
under Section I(a) of PTE 95-60) at the date of acquisition and all Plans that
have an interest in such general account are Plans to which PTE 95-60 applies.
Capitalized terms used in and not otherwise defined herein shall have the
meaning assigned to them in the Pooling and Servicing Agreement.
Very truly yours,
____________________________________________
(Transferee)
By:_______________________________________
Name:_____________________________________
Title:____________________________________
Date:_____________________________________
EXHIBIT I
FORM OF AFFIDAVIT REGARDING TRANSFER OF
RESIDUAL CERTIFICATES PURSUANT TO SECTION 6.02
Bank of America Mortgage Securities, Inc.
Mortgage Pass-Through Certificates,
Series 1999-7
STATE OF )
) ss:
COUNTY OF )
The undersigned, being first duly sworn, deposes and says as follows:
1. The undersigned is an officer of _______________________________, the
proposed transferee (the "Transferee") of the Class A-R Certificate (the
"Certificate") issued pursuant to the Pooling and Servicing Agreement, dated
June 24, 1999, (the "Agreement"), relating to the above-referenced Series, by
and among Bank of America Mortgage Securities, Inc., as depositor (the
"Depositor"), NationsBanc Mortgage Corporation, as servicer, Bank of America,
FSB as servicer, and The Bank of New York, as trustee. Capitalized terms used
but not defined herein shall have the meanings ascribed to such terms in the
Agreement. The Transferee has authorized the undersigned to make this affidavit
on behalf of the Transferee.
2. The Transferee is, as of the date hereof, and will be, as of the date
of the transfer, a Permitted Transferee. The Transferee is acquiring the Class
A-R Certificate either (i) for its own account or (ii) as nominee, trustee or
agent for another Person who is a Permitted Transferee and has attached hereto
an affidavit from such Person in substantially the same form as this affidavit.
The Transferee has no knowledge that any such affidavit is false.
3. The Transferee has been advised of, and understands that (i) a tax will
be imposed on Transfers of the Class A-R Certificate to Persons that are not
Permitted Transferees; (ii) such tax will be imposed on the transferor, or, if
such transfer is through an agent (which includes a broker, nominee or
middleman) for a Person that is not a Permitted Transferee, on the agent; and
(iii) the Person otherwise liable for the tax shall be relieved of liability for
the tax if the subsequent Transferee furnished to such Person an affidavit that
such subsequent Transferee is a Permitted Transferee and, at the time of
transfer, such Person does not have actual knowledge that the affidavit is
false.
4. The Transferee has been advised of, and understands that a tax will be
imposed on a "pass-through entity" holding the Certificate if at any time during
the taxable year of the pass-through entity a Person that is not a Permitted
Transferee is the record Holder of an interest in such entity. The Transferee
understands that, other than in the case of an "electing large partnership"
under Section 775 of the Code, such tax will not be imposed for any period with
respect to which the record Holder furnishes to the pass-through entity an
affidavit that such record Holder is a Permitted Transferee and the pass-through
entity does not have actual knowledge that such affidavit is false. (For this
purpose, a "pass-through entity" includes a regulated investment company, a real
estate investment trust or common trust fund, a partnership, trust or estate,
and certain cooperatives and, except as may be provided in Treasury Regulations,
persons holding interests in pass-through entities as a nominee for another
Person.)
5. The Transferee has reviewed the provisions of Section 6.02 of the
Agreement and understands the legal consequences of the acquisition of the Class
A-R Certificate including, without limitation, the restrictions on subsequent
Transfers and the provisions regarding voiding the transfer and mandatory sales.
The Transferee expressly agrees to be bound by and to abide by the provisions of
Section 6.02 of the Agreement and the restrictions noted on the face of the
Certificate. The Transferee understands and agrees that any breach of any of the
representations included herein shall render the transfer to the Transferee
contemplated hereby null and void.
6. The Transferee agrees to require a transfer affidavit in the form of
this Affidavit from any Person to whom the Transferee attempts to transfer the
Class A-R Certificate, and in connection with any transfer by a Person for whom
the Transferee is acting as nominee, trustee or agent, and the Transferee will
not transfer the Class A-R Certificate or cause the Class A-R Certificate to be
transferred to any Person that the Transferee knows is not a Permitted
Transferee.
7. The Transferee historically has paid its debts as they have become due.
8. The Transferee does not have the intention to impede the assessment or
collection of any tax legally required to be paid with respect to the Class A-R
Certificate.
9. The Transferee's taxpayer identification number is __________________.
10. The Transferee is a U.S. Person as defined in Code Section
7701(a)(30).
11. The Transferee is aware that the Class A-R Certificate may be a
"noneconomic residual interest" within the meaning of proposed Treasury
Regulations promulgated pursuant to the Code and that the transferor of a
noneconomic residual interest will remain liable for any taxes due with respect
to the income on such residual interest, unless no significant purpose of the
transfer was to impede the assessment or collection of tax. The Transferee
understands that it may incur tax liabilities with respect to the Class A-R
Certificate in excess of cash flows generated thereby, and agrees to pay taxes
associated with holding the Class A-R Certificate as such taxes become due.
12. The Transferee is not an employee benefit plan or arrangement,
including an individual retirement account, subject to ERISA, the Code or any
federal, state or local law which is similar to ERISA or the Code, and the
Transferee is not acting on behalf of such a plan or arrangement.
* * *
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 EACH SERVICER MORTGAGE FILE
1. Copies of Mortgage Loans Documents.
2. Residential loan application.
3. Mortgage Loan closing statement.
4. Verification of employment and income, if required.
5. Verification of acceptable evidence of source and amount of downpayment.
6. Credit report on Mortgagor, in a form acceptable to either FNMA or
FHLMC.
7. Residential appraisal report.
8. Photograph of the Mortgaged Property.
9. Survey of the Mortgaged Property, unless a survey is not required by the
title insurer.
10. Copy of each instrument necessary to complete identification of any
exception set forth in the exception schedule in the title policy, i.e.,
map or plat, restrictions, easements, home owner association declarations,
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 AND COLLATERAL FUND AGREEMENT
This SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT (the "Agreement") is
made and entered into as of ______________, among NationsBanc Mortgage
Corporation, Bank of America, FSB (each a "Servicer," and together, the
"Servicers") and ______________________ (the "Purchaser").
PRELIMINARY STATEMENT
_________________ is the holder of the entire interest in Bank of America
Mortgage Securities, Inc.; Mortgage Pass-Through Certificates, Series ______,
Class ____ (the "Class B Certificates"). The Class B Certificates were issued
pursuant to a Pooling and Servicing Agreement dated ___________________among
Bank of America Mortgage Securities, Inc., as depositor (the "Depositor"), the
Servicers, and The Bank of New York, as Trustee.
______________________ intends to resell all of the Class B Certificates
directly to the Purchaser on or promptly after the date hereof.
In connection with such sale, the parties hereto have agreed that each
Servicer will engage in certain special servicing procedures relating to
foreclosures of the Mortgage Loans serviced by such Servicer for the benefit of
the Purchaser, and that the Purchaser will deposit funds in one or more
collateral funds to cover any losses attributable to such procedures as well as
all advances and costs in connection therewith, as set forth herein.
In consideration of the mutual agreements herein contained, the receipt
and sufficiency of which are hereby acknowledged, the Servicers and the
Purchaser agree that the following provisions shall become effective and shall
be binding on and enforceable by the Servicers and the Purchaser:
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the following meanings:
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day
on which banking institutions in the State of New York are required or
authorized by law or executive order to be closed.
Collateral Fund: Any fund established and maintained pursuant to Section
3.01 hereof.
Collateral Fund Permitted Investments: Either (i) obligations of, or
obligations fully guaranteed as to principal and interest by, the United States,
or any agency or instrumentality thereof, provided such obligations are backed
by the full faith and credit of the United States, (ii) a money market fund
rated in the highest rating category by a nationally recognized rating agency
selected by the related Servicer, (iii) cash, (iv) mortgage pass-through
certificates issued or guaranteed by Government National Mortgage Association,
FNMA or FHLMC, (v) commercial paper (including both non-interest-bearing
discount obligations and interest-bearing obligations payable on demand or on a
specified date), the issuer of which may be an affiliate of the related
Servicer, having at the time of such investment a rating of at least A-1 by
Standard and Poor's ("S&P") or at least F-1 by Fitch IBCA, Inc. ("Fitch") or
(vi) demand and time deposits in, certificates of deposit of, any depository
institution or trust company (which may be an affiliate of the related Servicer)
incorporated under the laws of the United States of America or any state thereof
and subject to supervision and examination by federal and/or state banking
authorities, so long as at the time of such investment either (x) the long-term
debt obligations of such depository institution or trust company have a rating
of at least AA by Fitch or S&P, (y) the certificate of deposit or other
unsecured short-term debt obligations of such depository institution or trust
company have a rating of at least F-1 by Fitch or A-1 by S&P or (z) the
depository institution or trust company is one that is acceptable to either
Fitch or S&P and, for each of the preceding clauses (i), (iv), (v) and (vi), the
maturity thereof shall be not later than the earlier to occur of (A) 30 days
from the date of the related investment and (B) the next succeeding Distribution
Date as defined in the related Pooling and Servicing Agreement.
Commencement of Foreclosure: The first official action required under
local law in order to commence foreclosure proceedings or to schedule a
trustee's sale under a deed of trust, including (i) in the case of a mortgage,
any filing or service of process necessary to commence an action to foreclose,
or (ii) in the case of a deed of trust, posting, the publishing, filing or
delivery of a notice of sale, but not including in either case (x) any notice of
default, notice of intent to foreclose or sell or any other action prerequisite
to the actions specified in (i) or (ii) above, (y) the acceptance of a
deed-in-lieu of foreclosure (whether in connection with a sale of the related
property or otherwise) or (z) initiation and completion of a short pay-off.
Current Appraisal: With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, an appraisal of the related
Mortgaged Property obtained by the Purchaser at its own expense from an
independent appraiser (which shall not be an affiliate of the Purchaser)
acceptable to the Servicer servicing such Mortgage Loan as nearly
contemporaneously as practicable to the time of the Purchaser's election,
prepared based on such Servicer's customary requirements for such appraisals.
Election to Delay Foreclosure: Any election by the Purchaser to delay the
Commencement of Foreclosure, made in accordance with Section 2.02(b).
Election to Foreclose: Any election by the Purchaser to proceed with the
Commencement of Foreclosure, made in accordance with Section 2.03(a).
Monthly Advances: Principal and interest advances and servicing advances
including costs and expenses of foreclosure.
Required Collateral Fund Balance: As of any date of determination, an
amount equal to the aggregate of all amounts previously required to be deposited
in the Collateral Fund pursuant to Section 2.02(d) (after adjustment for all
withdrawals and deposits pursuant to Section 2.02(e)) and Section 2.03(b) (after
adjustment for all withdrawals and deposits pursuant to Section 2.03(c)) and
Section 3.02 to be reduced by all withdrawals therefrom pursuant to Section
2.02(g) and Section 2.03(d).
Section 1.02 Definitions Incorporated by Reference
All capitalized terms not otherwise defined in this Agreement shall have
the meanings assigned in the Pooling and Servicing Agreement.
ARTICLE II
SPECIAL SERVICING PROCEDURES
Section 2.01 Reports and Notices
(a) In connection with the performance of its duties under the
Pooling and Servicing Agreement relating to the realization upon defaulted
Mortgage Loans serviced by it, each Servicer shall provide to the Purchaser the
following notices and reports:
(i) Within five Business Days after each Distribution Date (or
included in or with the monthly statements to Certificateholders pursuant
to the Pooling and Servicing Agreement), each Servicer shall provide to
the Purchaser a report, using the same methodology and calculations in its
standard servicing reports, indicating for the Trust Estate the number of
Mortgage Loans serviced by such Servicer that are (A) thirty days, (B)
sixty days, (C) ninety days or more delinquent or (D) in foreclosure, and
indicating for each such Mortgage Loan the loan number and outstanding
principal balance.
(ii) Prior to the Commencement of Foreclosure in connection with
any Mortgage Loan, the Servicer of such Mortgage Loan shall provide the
Purchaser with a notice (sent by telecopier) of such proposed and imminent
foreclosure, stating the loan number and the aggregate amount owing under
the Mortgage Loan. Such notice may be provided to the Purchaser in the
form of a copy of a referral letter from such Servicer to an attorney
requesting the institution of foreclosure.
(b) If requested by the Purchaser, each Servicer shall make its
servicing personnel available (during their normal business hours) to respond to
reasonable inquiries, by phone or in writing by facsimile, electronic, or
overnight mail transmission, by the Purchaser in connection with any Mortgage
Loan serviced by such Servicer identified in a report under subsection (a) (i)
(B), (a) (i) (C), (a) (i) (D), or (a) (ii) which has been given to the
Purchaser; provided, that (1) the related Servicer shall only be required to
provide information that is readily accessible to its servicing personnel and is
non-confidential and (2) the related Servicer shall respond within five Business
Days orally or in writing by facsimile transmission.
(c) In addition to the foregoing, each Servicer shall provide to the
Purchaser such information as the Purchaser may reasonably request provided,
however, that such information is consistent with normal reporting practices,
concerning each Mortgage Loan serviced by such Servicer that is at least ninety
days delinquent and each Mortgage Loan serviced by such Servicer which has
become real estate owned, through the final liquidation thereof; provided, that
such Servicer shall only be required to provide information that is readily
accessible to its servicing personnel and is non-confidential; provided,
however, that the Purchaser will reimburse each Servicer for any out of pocket
expenses.
Section 2.02 Purchaser's Election to Delay Foreclosure Proceedings
(a) The Purchaser shall be deemed to direct the related Servicer
that in the event that such Servicer does not receive written notice of the
Purchaser's election pursuant to subsection (b) below within 24 hours (exclusive
of any intervening non-Business Days) of transmission of the notice provided by
such Servicer under Section 2.01 (a) (ii) subject to extension as set forth in
Section 2.02(b), such Servicer may proceed with the Commencement of Foreclosure
in respect of such Mortgage Loan in accordance with its normal foreclosure
policies without further notice to the Purchaser. Any foreclosure that has been
initiated may be discontinued (i) without notice to the Purchaser if the
Mortgage Loan has been brought current or if a refinancing or prepayment occurs
with respect to the Mortgage Loan (including by means of a short payoff approved
by such Servicer) or (ii) if such Servicer has reached the terms of a
forbearance agreement with the borrower. In the latter case, such Servicer may
complete such forbearance agreement unless instructed otherwise by the Purchaser
within two Business Days notification.
(b) In connection with any Mortgage Loan with respect to which a
notice under Section 2.01(a)(ii) has been given to the Purchaser, the Purchaser
may elect to instruct the related Servicer to delay the Commencement of
Foreclosure until such time as the Purchaser determines that such Servicer may
proceed with the Commencement of Foreclosure. Such election must be evidenced by
written notice received within 24 hours (exclusive of any intervening
non-Business Days) of transmission of the notice provided by such Servicer under
Section 2.01(a)(ii). Such 24 hour period shall be extended for no longer than an
additional four Business Days after the receipt of the information if the
Purchaser requests additional information related to such foreclosure; provided,
however, that the Purchaser will have at least one Business Day to respond to
any requested additional information. Any such additional information shall be
provided only to the extent it (i) is not confidential in nature and (ii) is
obtainable by the related Servicer from existing reports, certificates or
statements or is otherwise readily accessible to its servicing personnel. The
Purchaser agrees that it has no right to deal with the mortgagor during such
period. However, if such servicing activities include acceptance of a
deed-in-lieu of foreclosure or short payoff, the Purchaser will be notified and
given two Business Days to respond.
(c) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Delay Foreclosure, the Purchaser shall obtain a Current
Appraisal as soon as practicable, but in no event more than 15 business days
thereafter, and shall provide the related Servicer with a copy of such Current
Appraisal.
(d) Within two Business Days of making any Election to Delay
Foreclosure, the Purchaser shall remit by wire transfer to the Servicer
servicing the related Mortgage Loan, for deposit in the Collateral Fund
maintained by such Servicer, an amount, as calculated by such Servicer, equal to
the sum of (i) 125% of the greater of the unpaid principal balance of the
Mortgage Loan and the value shown in the Current Appraisal referred to in
subsection (c) above (or, if such Current Appraisal has not yet been obtained,
such Servicer's estimate thereof, in which case the required deposit under this
subsection shall be adjusted upon obtaining such Current Appraisal), and (ii)
three months' interest on the Mortgage Loan at the applicable Mortgage Interest
Rate. If any Election to Delay Foreclosure extends for a period in excess of
three months (such excess period being referred to herein as the "Excess
Period"), within two Business Days the Purchaser shall remit by wire transfer in
advance to the Servicer servicing the related Mortgage Loan for deposit in the
Collateral Fund maintained by such Servicer the amount of each additional
month's interest, as calculated by such Servicer, equal to interest on the
Mortgage Loan at the applicable Mortgage Interest Rate for the Excess Period.
The terms of this Agreement will no longer apply to the servicing of any
Mortgage Loan upon the failure of the Purchaser to deposit any of the above
amounts relating to the Mortgage Loan within two Business Days of the Election
to Delay Foreclosure or within two Business Days of the commencement of the
Excess Period subject to Section 3.01.
(e) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Delay Foreclosure, the Servicer of such Mortgage Loan may
withdraw from the Collateral Fund maintained by such Servicer from time to time
amounts necessary to reimburse such Servicer for all related Monthly Advances
and Liquidation Expenses thereafter made by such Servicer in accordance with the
Pooling and Servicing Agreement. To the extent that the amount of any such
Liquidation Expenses is determined by such Servicer based on estimated costs,
and the actual costs are subsequently determined to be higher, such Servicer may
withdraw the additional amount from the applicable Collateral Fund. In the event
that the Mortgage Loan is brought current by the mortgagor and the foreclosure
action is discontinued, the amounts so withdrawn from the applicable Collateral
Fund shall be redeposited if and to the extent that reimbursement therefor from
amounts paid by the mortgagor is not prohibited pursuant to the Pooling and
Servicing Agreement, applicable law or the related mortgage note. Except as
provided in the preceding sentence, amounts withdrawn from a Collateral Fund to
cover Monthly Advances and Liquidation Expenses shall not be redeposited therein
or otherwise reimbursed to the Purchaser. If and when any such Mortgage Loan is
brought current by the mortgagor, all amounts remaining in the applicable
Collateral Fund in respect of such Mortgage Loan (after adjustment for all
permitted withdrawals and deposits pursuant to this subsection) shall be
released to the Purchaser.
(f) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Delay Foreclosure, the related Servicer shall continue to
service the Mortgage Loan in accordance with its customary procedures (other
than the delay in Commencement of Foreclosure as provided herein). If and when
the Purchaser shall notify such Servicer that it believes that it is appropriate
to do so, such Servicer may proceed with the Commencement of Foreclosure. In any
event, if the Mortgage Loan is not brought current by the mortgagor by the time
the loan becomes 6 months delinquent, the Purchaser's election shall no longer
be effective and at the Purchaser's option, either (i) the Purchaser shall
purchase the Mortgage Loan from the related Trust Estate at a purchase price
equal to the fair market value as shown on the Current Appraisal, to be paid by
(x) applying any balance in the related Collateral Fund to such to such purchase
price, and (y) to the extent of any deficiency, by wire transfer of immediately
available funds from the Purchaser to the related Servicer for deposit in the
related Certificate Account; or (ii) the related Servicer shall proceed with the
Commencement of Foreclosure.
(g) Upon the occurrence of a liquidation with respect to any
Mortgage Loan as to which the Purchaser made an Election to Delay Foreclosure
and as to which the related Servicer proceeded with the Commencement of
Foreclosure in accordance with subsection (f) above, such Servicer shall
calculate the amount, if any, by which the value shown on the Current Appraisal
obtained under subsection (c) exceeds the actual sales price obtained for the
related Mortgaged Property (net of Liquidation Expenses and accrued interest
related to the extended foreclosure period), such Servicer shall withdraw the
amount of such excess from the Collateral Fund maintained by such Servicer, and
shall remit the same to the Trust Estate as additional Liquidation Proceeds.
After making such withdrawal, all amounts remaining in the related Collateral
Fund in respect of such Mortgage Loan (after adjustment for all permitted
withdrawals and deposits pursuant to this Agreement) shall be released to the
Purchaser.
Section 2.03 Purchaser's Election to Commence Foreclosure Proceedings
(a) In connection with any Mortgage Loan identified in a report
under Section 2.01(a)(i)(B), the Purchaser may elect to instruct the related
Servicer to proceed with the Commencement of Foreclosure as soon as practicable.
Such election must be evidenced by written notice received by such Servicer by
5:00 p.m., New York City time, on the third Business Day following the delivery
of such report under Section 2.01(a)(i).
(b) Within two Business Days of making any Election to Foreclose,
the Purchaser shall remit to the related Servicer, for deposit in the related
Collateral Fund, an amount, as calculated by such Servicer, equal to 125% of the
current unpaid principal balance of the Mortgage Loan and three months interest
on the Mortgage Loan at the applicable Mortgage Interest Rate. If and when any
such Mortgage Loan is brought current by the mortgagor, all amounts in such
Collateral Fund in respect of such Mortgage Loan (after adjustment for all
permitted withdrawals and deposits pursuant to this Agreement) shall be released
to the Purchaser if and to the extent that reimbursement therefor from amounts
paid by the mortgagor is not prohibited pursuant to the Pooling and Servicing
Agreement, applicable law or the related mortgage note. The terms of this
Agreement will no longer apply to the servicing of any Mortgage Loan upon the
failure of the Purchaser to deposit the above amounts relating to the Mortgage
Loan within two Business Days of the Election to Foreclose subject to Section
3.01.
(c) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Foreclose, the related Servicer shall continue to service
the Mortgage Loan in accordance with its customary procedures (other than
Commencement of Foreclosure as provided herein). In connection therewith, such
Servicer shall have the same rights to make withdrawals for Monthly Advances and
Liquidations Expenses from the related Collateral Fund as are provided under
Section 2.02(e), and such Servicer shall make reimbursements thereto to the
limited extent provided under such subsection in accordance with its customary
procedures. The related Servicer shall not be required to proceed with the
Commencement of Foreclosure if (i) the same is stayed as a result of the
mortgagor's bankruptcy or is otherwise barred by applicable law, or to the
extent that all legal conditions precedent thereto have not yet been complied
with, or (ii) such Servicer believes there is a breach of representations or
warranties in the Pooling and Servicing Agreement by the Depositor, which may
result in a repurchase or substitution of such Mortgage Loan, or (iii) such
Servicer reasonably believes the Mortgaged Property may be contaminated with or
affected by hazardous wastes or hazardous substances (and, without limiting the
such Servicer's right not to proceed with the Commencement of Foreclosure, such
Servicer supplies the Purchaser with information supporting such belief). Any
foreclosure that has been initiated may be discontinued (x) without notice to
the Purchaser if the Mortgage Loan has been brought current or if a refinancing
or prepayment occurs with respect to the Mortgage Loan (including by means of a
short payoff approved by the Purchaser) or (y) with notice to the Purchaser if
the related Servicer has reached the terms of a forbearance agreement unless
instructed otherwise by the Purchaser within two Business Days of such
notification. Any such instruction shall be based upon a decision that such
forbearance agreement is not in conformity with reasonable servicing practices.
(d) Upon the occurrence of a liquidation with respect to any
Mortgage Loan as to which the Purchaser made an Election to Foreclose and as to
which the related Servicer proceeded with the Commencement of Foreclosure in
accordance with subsection (c) above, such Servicer shall calculate the amount,
if any, by which the unpaid principal balance of the Mortgage Loan at the time
of liquidation (plus all unreimbursed interest and servicing advances and
Liquidation Expenses in connection therewith other than those paid from the
related Collateral Fund) exceeds the actual sales price obtained for the related
Mortgaged Property, and such Servicer shall withdraw the amount of such excess
from the related Collateral Fund, shall remit the same to the Trust Estate as
additional Liquidation Proceeds. After making such withdrawal, all amounts
remaining in the related Collateral Fund (after adjustment for all withdrawals
and deposits pursuant to subsection (c) in respect of such Mortgage Loan) shall
be released to the Purchaser.
Section 2.04 Termination
(a) With respect to all Mortgage Loans included in the Trust Estate,
the Purchaser's right to make any Election to Delay Foreclosure or any Election
to Foreclose and the Servicers' obligations under Section 2.01 shall terminate
(i) at such time as the Class Balance of the Class B Certificates has been
reduced to zero, (ii) if the greater of (x) 43% (or such lower or higher
percentage that represents the related Servicer's actual historical loss
experience with respect to the Mortgage Loans in the related pool as determined
by such Servicer) of the aggregate principal balance of all Mortgage Loans that
are in foreclosure or are more than 90 days delinquent on a contractual basis
and REO properties or (y) the aggregate amount that each Servicer estimates
through its normal servicing practices will be required to be withdrawn from the
related Collateral Fund with respect to Mortgage Loans as to which the Purchaser
has made an Election to Delay Foreclosure or an Election to Foreclosure, exceeds
(z) the then-current Class Balance of the Class B Certificates, (iii) upon any
transfer by the Purchaser of any interest (other than the minority interest
therein, but only if the transferee provides written acknowledgment to the
Servicers of the Purchaser's right hereunder and that such transferee will have
no rights hereunder) in the Class B Certificates (whether or not such transfer
is registered under the Pooling and Servicing Agreement), including any such
transfer in connection with a termination of the Trust Estate or (iv) upon any
breach of the terms of this Agreement by the Purchaser.
(b) Except as set forth in 2.04(a), this Agreement and the
respective rights, obligations and responsibilities of the Purchaser and the
Servicers hereunder shall terminate upon the later to occur of (i) the final
liquidation of the last Mortgage Loan as to which the Purchaser made any
Election to Delay Foreclosure or any Election to Foreclose and the withdrawal of
all remaining amounts in any Collateral Fund as provided herein and (ii) ten
Business Days' notice. The Purchaser's right to make an election pursuant to
Section 2.02 or Section 2.03 hereof with respect to a particular Mortgage Loan
shall terminate if the Purchaser fails to make any deposit required pursuant to
Section 2.02(d) or 2.03(b) or if the Purchaser fails to make any other deposit
to any Collateral Fund pursuant to this Agreement.
ARTICLE III
COLLATERAL FUNDS; SECURITY INTEREST
Section 3.01 Collateral Funds
Upon receipt from the Purchaser of the initial amount required to be
deposited in any Collateral Fund pursuant to Article II, the related Servicer
shall establish and maintain with ________________ as a segregated account on
its books and records an account (each, a "Collateral Fund"), entitled
"_____________________________________, for the benefit of registered holders of
Bank of America Mortgage Securities, Inc.; Mortgage Pass-Through Certificates,
Series __________. Amounts held in any Collateral Fund shall continue to be the
property of the Purchaser, subject to the first priority security interest
granted hereunder for the benefit of the Certificateholders, until withdrawn
from such Collateral Fund pursuant to Section 2.02 or 2.03 hereof. Each
Collateral Fund shall be an "outside reserve fund" within the meaning of the
REMIC Provisions, beneficially owned by the Purchaser for federal income tax
purposes. All income, gain, deduction or loss with respect to any Collateral
Fund shall be that of the Purchaser. All distributions from the Trust Fund to
any Collateral Fund shall be treated as distributed to the Purchaser as the
beneficial owner thereof.
Upon the termination of this Agreement and the liquidation of all Mortgage
Loans as to which the Purchaser has made any Election to Delay Foreclosure or
any Election to Foreclose pursuant to Section 2.04 hereof, the Servicers shall
distribute or cause to be distributed to the Purchaser all amounts remaining in
the Collateral Funds (after adjustment for all deposits and permitted
withdrawals pursuant to this Agreement) together with any investment earnings
thereon. In the event the Purchaser has made any Election to Delay Foreclosure
or any Election to Foreclose, prior to any distribution to the Purchaser of all
amounts remaining in the Collateral Funds, funds in the Collateral Funds shall
be applied consistent with the terms of this Agreement.
Section 3.02 Collateral Fund Permitted Investments.
Each Servicer shall, at the written direction of the Purchaser, invest the
funds in the related Collateral Fund in Collateral Fund Permitted Investments.
Such direction shall not be changed more frequently than quarterly. In the
absence of any direction, a Servicer shall select such investments in accordance
with the definition of Collateral Fund Permitted Investments in its discretion.
All income and gain realized from any investment as well as any interest
earned on deposits in a Collateral Fund (net of any losses on such investments)
and any payments of principal made in respect of any Collateral Fund Permitted
Investment shall be deposited in such Collateral Fund upon receipt. All costs
and realized losses associated with the purchase and sale of Collateral Fund
Permitted Investments shall be borne by the Purchaser and the amount of net
realized losses shall be deposited by the Purchaser in the related Collateral
Fund promptly upon realization. Each Servicer shall periodically (but not more
frequently than monthly) distribute to the Purchaser upon request an amount of
cash, to the extent cash is available therefore in the related Collateral Fund,
equal to the amount by which the balance of such Collateral Fund, after giving
effect to all other distributions to be made from such Collateral Fund on such
date, exceeds the Required Collateral Fund Balance for such Collateral Fund. Any
amounts so distributed shall be released from the lien and security interest of
this Agreement.
Section 3.03 Grant of Security Interest
The Purchaser hereby grants to each Servicer for the benefit of the
Certificateholders under the Pooling and Servicing Agreement a security interest
in and lien on all of the Purchaser's right, title and interest, whether now
owned or hereafter acquired, in and to: (1) the Collateral Fund, (2) all amounts
deposited in the related Collateral Fund and Collateral Fund Permitted
Investments in which such amounts are invested (and the distributions and
proceeds of such investments) and (3) all cash and non-cash proceeds of any of
the foregoing, including proceeds of the voluntary conversion thereof (all of
the foregoing collectively, the "Collateral").
The Purchaser acknowledges the lien on and the security interest in the
Collateral for the benefit of the Certificateholders. The Purchaser shall take
all actions requested by a Servicer as may be reasonably necessary to perfect
the security interest created under this Agreement in the Collateral and cause
it to be prior to all other security interests and liens, including the
execution and delivery to each Servicer for filing of appropriate financing
statements in accordance with applicable law. Each Servicer shall file
appropriate continuation statements, or appoint an agent on its behalf to file
such statements, in accordance with applicable law.
Section 3.04 Collateral Shortfalls.
In the event that amounts on deposit in a Collateral Fund at any time are
insufficient to cover any withdrawals therefrom that the related Servicer is
then entitled to make hereunder, the Purchaser shall be obligated to pay such
amounts to such Servicer immediately upon demand. Such obligation shall
constitute a general corporate obligation of the Purchaser. The failure to pay
such amounts within two Business Days of such demand (except for amounts to
cover interest on a Mortgage Loan pursuant to Sections 2.02(d) and 2.03 (b)),
shall cause an immediate termination of the Purchaser's right to make any
Election to Delay Foreclosure or Election to Foreclose and such Servicer's
obligations under this Agreement with respect to all Mortgage Loans to which
such insufficiencies relate, without the necessity of any further notice or
demand on the part of such Servicer.
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.01 Amendment.
This Agreement may be amended from time to time by the Servicers and the
Purchaser by written agreement signed by the Servicers and the Purchaser.
Section 4.02 Counterparts.
This Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument.
Section 4.03 Governing Law.
This Agreement shall be construed in accordance with the laws of the State
of New York and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.
Section 4.04 Notices.
All demands, notices and direction hereunder shall be in writing or by
telecopy and shall be deemed effective upon receipt to:
(a) in the case of the Servicers,
Bank of America, FSB
555 California Street
San Francisco, California 94104
Attention: _______________
Phone: ___________________
Fax: _____________________
NationsBanc Mortgage Corporation
201 North Tryon Street
Charlotte, North Carolina 28255
Attention: _______________
Phone: ___________________
Fax: _____________________
(b) in the case of the Purchaser,
_____________________________
_____________________________
_____________________________
Attention: __________________
Section 4.05 Severability of Provisions.
If any one or more of the covenants, agreements, provision or terms of
this Agreement shall be for any reason whatsoever, including regulatory, held
invalid, then such covenants, agreements, provisions or terms of this Agreement
and shall in no way affect the validity or enforceability of the other
provisions of this Agreement.
Section 4.06 Successors and Assigns.
The provisions of this Agreement shall be binding upon and inure to the
benefit of the respective successors and assigns of the parties hereto, and all
such provisions shall inure to the benefit of the Certificateholders; provided,
however, that the rights under this Agreement cannot be assigned by the
Purchaser without the consent of the Servicers.
Section 4.07 Article and Section Headings.
The article and section headings herein are for convenience of reference
only and shall not limit or otherwise affect the meaning hereof.
Section 4.08 Confidentiality.
The Purchaser agrees that all information supplied by or on behalf of the
Servicers pursuant to Sections 2.01 or 2.02, including individual account
information, is the property of the Servicers and the Purchaser agrees to hold
such information confidential and not to disclose such information.
Each party hereto agrees that neither it, nor any officer, director,
employee, affiliate or independent contractor acting at such party's direction
will disclose the terms of Section 4.09 of this Agreement to any person or
entity other than such party's legal counsel except pursuant to a final,
non-appealable order of court, the pendency of such order the other party will
have received notice of at least five business days prior to the date thereof,
or pursuant to the other party's prior express written consent.
Section 4.09 Indemnification.
The Purchaser agrees to indemnify and hold harmless the Servicers and the
Depositor and each person who controls the Servicers and the Depositor and each
of their respective officers, directors, affiliates and agents acting at the
Servicers' or the Depositor's direction (the "Indemnified Parties") against any
and all losses, claims, damages or liabilities to which they may be subject,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of, or are based upon, actions taken by, or actions not taken
by, the Servicers or the Depositor, or on their behalf, in accordance with the
provisions of this Agreement and (i) which actions conflict with the Servicers'
or the Depositor's obligations under the Pooling and Servicing Agreement, or
(ii) give rise to securities law liability under federal or state securities
laws with respect to the Certificates. The Purchaser hereby agrees to reimburse
the Indemnified Parties for the reasonable legal or other expenses incurred by
them in connection with investigating or defending any such loss, claim, damage,
liability or action. The indemnification obligations of the Purchaser hereunder
shall survive the termination or expiration of this Agreement.
IN WITNESS WHEREOF, BA, NMC and the Purchaser have caused their names to
be signed hereto by their respective officers thereunto duly authorized, all as
of the day and year first above written.
Bank of America, FSB
By: _____________________________
Name: ___________________________
Title: __________________________
NationsBanc Mortgage Corporation
By: _____________________________
Name: ___________________________
Title: __________________________
[Purchaser]
By: _____________________________
Name: ___________________________
Title: __________________________
