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XXXX XX XXXXXXX MORTGAGE SECURITIES, INC.,
as Depositor,
BANK OF AMERICA, N.A.,
as Servicer,
and
THE BANK OF NEW YORK,
as Trustee
POOLING AND SERVICING AGREEMENT
Dated February 22, 2001
-----------------------
Mortgage Pass-Through Certificates
Series 2001-2
================================================================================
TABLE OF CONTENTS
Page
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PRELIMINARY STATEMENT.......................................................
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms.................................................
Section 1.02 Interest Calculations.........................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans..................................
Section 2.02 Acceptance by the Trustee of the Mortgage Loans...............
Section 2.03 Representations, Warranties and Covenants of the Servicer.....
Section 2.04 Representations and Warranties of the Depositor as to the
Mortgage Loans...............................................
Section 2.05 Designation of Interests in the REMIC.........................
Section 2.06 Designation of Start-up Day...................................
Section 2.07 REMIC Certificate Maturity Date...............................
Section 2.08 Execution and Delivery of Certificates........................
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Servicer to Service Mortgage Loans............................
Section 3.02 Subservicing; Enforcement of the Obligations of Servicer......
Section 3.03 Fidelity Bond; Errors and Omissions Insurance.................
Section 3.04 Access to Certain Documentation...............................
Section 3.05 Maintenance of Primary Mortgage Insurance Policy; Claims......
Section 3.06 Rights of the Depositor and the Trustee in Respect of the
Servicer.....................................................
Section 3.07 Trustee to Act as Servicer....................................
Section 3.08 Collection of Mortgage Loan Payments; Servicer Custodial
Account; and Certificate Account.............................
Section 3.09 Collection of Taxes, Assessments and Similar Items;
Escrow Accounts..............................................
Section 3.10 Access to Certain Documentation and Information Regarding
the Mortgage Loans...........................................
Section 3.11 Permitted Withdrawals from the Servicer Custodial Account
and Certificate Account......................................
Section 3.12 Maintenance of Hazard Insurance...............................
Section 3.13 Enforcement of Due-On-Sale Clauses; Assumption Agreements.....
Section 3.14 Realization Upon Defaulted Mortgage Loans; REO Property.......
Section 3.15 Trustee to Cooperate; Release of Mortgage Files...............
Section 3.16 Documents, Records and Funds in Possession of the
Servicer to be Held for the Trustee..........................
Section 3.17 Servicing Compensation........................................
Section 3.18 Annual Statement as to Compliance.............................
Section 3.19 Annual Independent Public Accountants' Servicing
Statement; Financial Statements..............................
Section 3.20 Advances......................................................
Section 3.21 Modifications, Waivers, Amendments and Consents...............
Section 3.22 Reports to the Securities and Exchange Commission.............
ARTICLE IV
SERVICER'S CERTIFICATE
Section 4.01 Servicer's Certificate........................................
ARTICLE V
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;
REMIC ADMINISTRATION
Section 5.01 Distributions.................................................
Section 5.02 Priorities of Distributions...................................
Section 5.03 Allocation of Losses..........................................
Section 5.04 Statements to Certificateholders..............................
Section 5.05 Tax Returns and Reports to Certificateholders.................
Section 5.06 Tax Matters Person............................................
Section 5.07 Rights of the Tax Matters Person in Respect of the Trustee....
Section 5.08 REMIC Related Covenants.......................................
ARTICLE VI
THE CERTIFICATES
Section 6.01 The Certificates..............................................
Section 6.02 Registration of Transfer and Exchange of Certificates.........
Section 6.03 Mutilated, Destroyed, Lost or Stolen Certificates.............
Section 6.04 Persons Deemed Owners.........................................
ARTICLE VII
THE DEPOSITOR AND THE SERVICER
Section 7.01 Respective Liabilities of the Depositor and the Servicer......7
Section 7.02 Merger or Consolidation of the Depositor or the Servicer......7
Section 7.03 Limitation on Liability of the Depositor, the Servicer
and Others...................................................
Section 7.04 Depositor and Servicer Not to Resign..........................
ARTICLE VIII
DEFAULT
Section 8.01 Events of Default.............................................
Section 8.02 Remedies of Trustee...........................................
Section 8.03 Directions by Certificateholders and Duties of Trustee
During Event of Default......................................
Section 8.04 Action upon Certain Failures of the Servicer and upon
Event of Default.............................................
Section 8.05 Trustee to Act; Appointment of Successor......................
Section 8.06 Notification to Certificateholders............................
ARTICLE IX
THE TRUSTEE
Section 9.01 Duties of Trustee.............................................
Section 9.02 Certain Matters Affecting the Trustee.........................
Section 9.03 Trustee Not Liable for Certificates or Mortgage Loans.........
Section 9.04 Trustee May Own Certificates..................................
Section 9.05 Eligibility Requirements for Trustee..........................
Section 9.06 Resignation and Removal of Trustee............................
Section 9.07 Successor Trustee.............................................
Section 9.08 Merger or Consolidation of Trustee............................
Section 9.09 Appointment of Co-Trustee or Separate Trustee.................
Section 9.10 Authenticating Agents.........................................
Section 9.11 Trustee's Fees and Expenses...................................
Section 9.12 Appointment of Custodian......................................
Section 9.13 Paying Agents.................................................
Section 9.14 Limitation of Liability.......................................
Section 9.15 Trustee May Enforce Claims Without Possession of
Certificates.................................................
Section 9.16 Suits for Enforcement.........................................
Section 9.17 Waiver of Bond Requirement....................................
Section 9.18 Waiver of Inventory, Accounting and Appraisal Requirement.....
ARTICLE X
TERMINATION
Section 10.01 Termination upon Purchase by the Depositor or Liquidation
of All Mortgage Loans........................................
Section 10.02 Additional Termination Requirements...........................
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment.....................................................
Section 11.02 Recordation of Agreement......................................
Section 11.03 Limitation on Rights of Certificateholders....................
Section 11.04 Governing Law.................................................
Section 11.05 Notices.......................................................
Section 11.06 Severability of Provisions....................................
Section 11.07 Certificates Nonassessable and Fully Paid.....................
Section 11.08 Access to List of Certificateholders..........................
Section 11.09 Recharacterization............................................
EXHIBITS
Exhibit A-1 - 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-26 - Form of Face of Class A-26 Certificate
Exhibit A-27 - Form of Face of Class A-27 Certificate
Exhibit A-28 - Form of Face of Class A-28 Certificate
Exhibit A-29 - Form of Face of Class A-29 Certificate
Exhibit A-30 - Form of Face of Class A-30 Certificate
Exhibit A-31 - Form of Face of Class A-31 Certificate
Exhibit A-32 - Form of Face of Class A-32 Certificate
Exhibit A-33 - Form of Face of Class A-33 Certificate
Exhibit A-34 - Form of Face of Class A-34 Certificate
Exhibit A-35 - Form of Face of Class A-35 Certificate
Exhibit A-36 - Form of Face of Class A-36 Certificate
Exhibit A-37 - Form of Face of Class A-37 Certificate
Exhibit A-38 - Form of Face of Class A-38 Certificate
Exhibit A-39 - Form of Face of Class A-39 Certificate
Exhibit A-40 - Form of Face of Class A-40 Certificate
Exhibit A-41 - Form of Face of Class A-41 Certificate
Exhibit A-42 - Form of Face of Class A-42 Certificate
Exhibit A-PO - Form of Face of Class A-PO Certificate
Exhibit A-R - Form of Face of Class A-R Certificate
Exhibit B-1 - Form of Face of Class B-1 Certificate
Exhibit B-2 - Form of Face of Class B-2 Certificate
Exhibit B-3 - Form of Face of Class B-3 Certificate
Exhibit B-4 - Form of Face of Class B-4 Certificate
Exhibit B-5 - Form of Face of Class B-5 Certificate
Exhibit B-6 - Form of Face of Class B-6 Certificate
Exhibit C - Form of Reverse of all Certificates
Exhibit D - Mortgage Loan Schedule
Exhibit E - Request for Release of Documents
Exhibit F - Form of Certification of Establishment of Account
Exhibit G-1 - Form of Transferor's Certificate
Exhibit G-2A - Form 1 of Transferee's Certificate
Exhibit G-2B - Form 2 of Transferee's Certificate
Exhibit H - Form of Transferee Representation Letter
for ERISA Restricted Certificates
Exhibit I - Form of Affidavit Regarding Transfer of Residual
Certificate
Exhibit J - Contents of Servicing File
Exhibit K - Form of Special Servicing Agreement
POOLING AND SERVICING AGREEMENT
THIS POOLING AND SERVICING AGREEMENT, dated February 22, 2001, is hereby
executed by and among BANK OF AMERICA MORTGAGE SECURITIES, INC., as depositor
(together with its permitted successors and assigns, the "Depositor"), BANK OF
AMERICA, N.A., as servicer (together with its permitted successors and assigns,
the "Servicer"), and THE BANK OF NEW YORK, as trustee (together with its
permitted successors and assigns, the "Trustee").
W I T N E S S E T H T H A T:
In consideration of the mutual agreements herein contained, the Depositor,
the Servicer and the Trustee agree as follows:
PRELIMINARY STATEMENT
In exchange for the Certificates, the Depositor hereby conveys the Trust
Estate to the Trustee to create the Trust. The Trust Estate for federal income
tax purposes will be treated as a real estate mortgage investment conduit (the
"REMIC"). The Class A Certificates (other than the Class A-R Certificate) and
the Class B Certificates are referred to collectively as the "Regular
Certificates" and shall constitute "regular interests" in the REMIC. The Class
A-R Certificate shall be the "residual interest" in the REMIC. The Certificates
will represent the entire beneficial ownership interest in the Trust. The
"latest possible maturity date" for federal income tax purposes of all interests
created hereby will be the REMIC Certificate Maturity Date.
The following table sets forth characteristics of the Certificates,
together with the minimum denominations and integral multiples in excess thereof
in which the Classes of Certificates shall be issuable (except that one
Certificate of each Class of Certificates may be issued in any amount in excess
of the minimum denomination):
Integral
Multiples
Initial Class Pass-Through Minimum in Excess
Classes Balance Certificate Rate Denomination of Minimum
------- ------------------- ------------ ------------ ----------
Class A-1 $ 329,261,000.00 7.000% $ 1,000 $1
Class A-2 $ 55,000,000.00 7.000% $ 1,000 $1
Class A-3 $ 15,196,000.00 7.000% $ 1,000 $1
Class A-4 $ 9,363,000.00 6.750% $ 1,000 $1
Class A-5 $ 3,518,000.00 7.000% $ 1,000 $1
Class A-6 $ 3,646,000.00 7.000% $ 1,000 $1
Class A-7 $ 3,302,000.00 7.250% $ 1,000 $1
Class A-8 $ 3,302,000.00 6.750% $ 1,000 $1
Class A-9 $ 2,981,000.00 7.000% $ 1,000 $1
Class A-10 $ 3,251,000.00 7.000% $ 1,000 $1
Class A-11 $ 2,565,000.00 7.250% $ 1,000 $1
Class A-12 $ 2,659,000.00 7.250% $ 1,000 $1
Class A-13 $ 1,640,000.00 7.250% $ 1,000 $1
Class A-14 $ 3,176,000.00 7.250% $ 1,000 $1
Class A-15 $ 2,174,000.00 7.250% $ 1,000 $1
Class A-16 $ 2,373,000.00 7.250% $ 1,000 $1
Class A-17 $ 75,000,000.00 7.000% $ 1,000 $1
Class A-18 $ 253,000.00 7.000% $ 1,000 $1
Class A-19 $ 200,000.00 7.000% $ 1,000 $1
Class A-20 $ 200,000.00 7.000% $ 1,000 $1
Class A-21 $ 200,000.00 7.000% $ 1,000 $1
Class A-22 $ 200,000.00 7.000% $ 1,000 $1
Class A-23 $ 200,000.00 7.000% $ 1,000 $1
Class A-24 $ 200,000.00 7.000% $ 1,000 $1
Class A-25 $ 200,000.00 7.000% $ 1,000 $1
Class A-26 $ 200,000.00 7.000% $ 1,000 $1
Class A-27 $ 200,000.00 7.000% $ 1,000 $1
Class A-28 $ 200,000.00 7.000% $ 1,000 $1
Class A-29 $ 200,000.00 7.000% $ 1,000 $1
Class A-30 $ 200,000.00 7.000% $ 1,000 $1
Class A-31 $ 200,000.00 7.000% $ 1,000 $1
Class A-32 $ 200,000.00 7.000% $ 1,000 $1
Class A-33 $ 200,000.00 7.000% $ 1,000 $1
Class A-34 $ 200,000.00 7.000% $ 1,000 $1
Class A-35 $ 200,000.00 7.000% $ 1,000 $1
Class A-36 $ 200,000.00 7.000% $ 1,000 $1
Class A-37 $ 200,000.00 7.000% $ 1,000 $1
Class A-38 $ 200,000.00 7.000% $ 1,000 $1
Class A-39 $ 200,000.00 7.000% $ 1,000 $1
Class A-40 $ 200,000.00 7.000% $ 1,000 $1
Class A-41 $ 2,565,000.00 6.750% $ 1,000 $1
Class A-42 $ 2,659,000.00 6.750% $ 1,000 $1
Class A-PO $ 51,383.00 (1) $25,000 $1
Class A-R $ 100.00 7.000% $ 100 N/A
Class B-1 $ 11,833,000.00 7.000% $25,000 $1
Class B-2 $ 4,128,000.00 7.000% $25,000 $1
Class B-3 $ 2,477,000.00 7.000% $25,000 $1
Class B-4 $ 1,376,000.00 7.000% $25,000 $1
Class B-5 $ 1,101,000.00 7.000% $25,000 $1
Class B-6 $ 1,101,060.79 7.000% $25,000 $1
(1) The Class A-PO Certificates will be Principal-Only Certificates and will
not bear interest.
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms. Whenever used in this Agreement, the following
words and phrases, unless the context otherwise requires, shall have the
meanings specified in this Article:
1933 Act: The Securities Act of 1933, as amended.
Accretion Termination Date: For the Class A-3 Certificates, the earlier to
occur of (i) the Distribution Date following the Distribution Date on which the
Class Certificate Balances of the Class A-1, 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-26, Class A-27, Class A-28, Class A-29, Class A-30, Class A-31, Class A-32,
Class A-33, Class A-34, Class A-35, Class A-36, Class A-37, Class A-38, Class
A-39 and Class A-40 Certificates have been reduced to zero or (ii) the Senior
Credit Support Depletion Date.
Accrual Certificates: The Class A-3 Certificates.
Accrual Distribution Amount: For any Distribution Date and the Accrual
Certificates prior to the Accretion Termination Date, an amount with respect to
such Class equal to the sum of (i) the amount allocated but not currently
distributable as interest to such Class pursuant to Section 5.02(a)(i) that is
attributable to clause (i) of the definition of "Interest Distribution Amount"
and (ii) the amount allocated but not currently distributable as interest to
such Class pursuant to Section 5.02(a)(i) that is attributable to clause (ii) of
the definition of "Interest Distribution Amount."
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 Account at the close of business
on the preceding Determination Date on account of (i) Principal Prepayments and
Liquidation Proceeds received or made in the month of such Distribution Date and
(ii) payments which represent receipt of Monthly Payments in respect of a Due
Date or Due Dates subsequent to the related Due Date.
Appraised Value: With respect to any Mortgaged Property, either (i) the
lesser of (a) the appraised value determined in an appraisal obtained by the
originator at origination of such Mortgage Loan and (b) the sales price for such
property, except that, in the case of Mortgage Loans the proceeds of which were
used to refinance an existing mortgage loan, the Appraised Value of the related
Mortgaged Property is the appraised value thereof determined in an appraisal
obtained at the time of refinancing, or (ii) the appraised value determined in
an appraisal made at the request of a Mortgagor subsequent to origination in
order to eliminate the Mortgagor's obligation to keep a Primary Insurance Policy
in force.
Assignment of Mortgage: An individual assignment of the Mortgage, notice of
transfer or equivalent instrument in recordable form, sufficient under the laws
of the jurisdiction wherein the related Mortgaged Property is located to give
record notice of the sale of the Mortgage.
Authenticating Agents: As defined in Section 9.10.
Bankruptcy Loss: Any Deficient Valuation or Debt Service Reduction.
Bankruptcy Loss Amount: As of any Distribution Date, the Initial Bankruptcy
Loss Amount less the aggregate amount of Bankruptcy Losses previously incurred
during the period from the Cut-Off Date through the last day of the month
preceding the month of such Distribution Date; provided, however, that such
amount may be reduced from time to time with the written consent of the Rating
Agencies provided that such reduction does not result in a downgrading to the
current rating of the Certificates.
Book-Entry Certificate: All Classes of Certificates other than the Physical
Certificates.
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day
on which banking institutions in the State of North Carolina, the State of New
York, the State of California, the State of Virginia, the state in which the
servicing offices of the Servicer is located or the state in which the Corporate
Trust Office is located are required or authorized by law or executive order to
be closed.
Certificate: Any of the Bank of America Mortgage Securities, Inc. Mortgage
Pass-Through Certificates, Series 2001-2 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 2001-2." Funds in the Certificate Account
shall be held in trust for the Certificateholders for the uses and purposes set
forth in this Agreement.
Certificate Balance: With respect to any Certificate at any date, the
maximum dollar amount of principal to which the Holder thereof is then entitled
hereunder, such amount being equal to the product of the Percentage Interest of
such Certificate and the Class Certificate Balance of the Class of Certificates
of which such Certificate is a part.
Certificate Custodian: Initially, The Bank of New York; thereafter any
other Certificate Custodian acceptable to the Depository and selected by the
Trustee.
Certificate Owner: With respect to a Book-Entry Certificate, the Person who
is the beneficial owner of a Book-Entry Certificate. With respect to any
Definitive Certificate, the Certificateholder of such Certificate.
Certificate Register: The register maintained pursuant to Section 6.02.
Certificate Registrar: The registrar appointed pursuant to Section 6.02.
Certificateholder: The Person in whose name a Certificate is registered in
the Certificate Register, except that, solely for the purpose of giving any
consent pursuant to this Agreement, any Certificate registered in the name of
the Depositor, the Servicer or any affiliate thereof shall be deemed not to be
outstanding and the Percentage Interest and Voting Rights evidenced thereby
shall not be taken into account in determining whether the requisite amount of
Percentage Interests or Voting Rights, as the case may be, necessary to effect
any such consent has been obtained, unless such entity is the registered owner
of the entire Class of Certificates, provided that the Trustee shall not be
responsible for knowing that any Certificate is registered in the name of such
an affiliate unless one of its Responsible Officers has actual knowledge.
Class: As to the Certificates, the Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5, Class A-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-26, Class A-27, Class A-28, Class A-29, Class A-30,
Class A-31, Class A-32, Class A-33, Class A-34, Class A-35, Class A-36, Class
A-37, Class A-38, Class A-39, Class A-40, Class A-41, Class A-42, 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-26, Class A-27, Class A-28, Class A-29, Class A-30, Class A-31,
Class A-32, Class A-33, Class A-34, Class A-35, Class A-36, Class A-37, Class
A-38, Class A-39, Class A-40, Class A-41, Class A-42, Class A-PO and Class A-R
Certificates.
Class A-PO Deferred Amount: As to any Distribution Date prior to the Senior
Credit Support Depletion Date, the aggregate of the applicable PO Percentage of
each Realized Loss, other than an Excess Loss, to be allocated to the Class A-PO
Certificates on such Distribution Date or previously allocated to the Class A-PO
Certificates and not yet paid to the Holders of the Class A-PO Certificates
pursuant to Section 5.02(a)(iii).
Class B Certificates: The Class B-1, Class B-2, Class B-3, Class B-4, Class
B-5 and Class B-6 Certificates.
Class Certificate Balance: With respect to any Class and any date of
determination, the Initial Class Certificate Balance of such Class (plus, in the
case of the Accrual Certificates, any Accrual Distribution Amounts previously
allocated thereto) minus the sum of (i) all distributions of principal made with
respect thereto, (ii) all Realized Losses allocated thereto pursuant to Section
5.03(a) and (iii) all other reductions in Class Certificate Balance previously
allocated thereto pursuant to Section 5.03(b).
Class Interest Shortfall: For any Distribution Date and each
interest-bearing Class, the amount by which Accrued Certificate Interest for
such Class (as reduced pursuant to Section 5.02(c)) exceeds the amount of
interest actually distributed on such Class (or, in the case of the Accrual
Certificates prior to the Accretion Termination Date, the amount included in the
Accrual Distribution Amount pursuant to clause (i) of the definition thereof,
but not distributed as interest on such Accrual Certificates) on such
Distribution Date pursuant to clause (i) of the definition of "Interest
Distribution Amount."
Class Unpaid Interest Shortfall: As to any Distribution Date and each
interest-bearing Class, the amount by which the aggregate Class Interest
Shortfalls for such Class on prior Distribution Dates exceeds the amount of
interest actually distributed on such Class (or, in the case of the Accrual
Certificates prior to the Accretion Termination Date, the amount included in the
Accrual Distribution Amount pursuant to clause (ii) of the definition thereof,
but not distributed as interest on such Accrual Certificates) on such prior
Distribution Dates pursuant to clause (ii) of the definition of "Interest
Distribution Amount."
Closing Date: February 22, 2001.
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: (212)
000-0000).
Custodian: Initially, the Trustee, and thereafter the Custodian, if any,
hereafter appointed by the Trustee pursuant to Section 9.12. The Custodian may
(but need not) be the Trustee or any Person directly or indirectly controlling
or controlled by or under common control of either of them. Neither the Servicer
nor the Depositor, nor any Person directly or indirectly controlling or
controlled by or under common control with any such Person may be appointed
Custodian.
Customary Servicing Procedures: With respect to the Servicer, procedures
(including collection procedures) that the Servicer customarily employs and
exercises in servicing and administering mortgage loans for its own account and
which are in accordance with accepted mortgage servicing practices of prudent
lending institutions servicing mortgage loans of the same type as the Mortgage
Loans in the jurisdictions in which the related Mortgaged Properties are
located.
Cut-Off Date: February 1, 2001.
Cut-Off Date Pool Principal Balance: The aggregate of the Cut-Off Date
Principal Balances of the Mortgage Loans which is $550,351,544.12.
Cut-Off Date Principal Balance: As to any Mortgage Loan, the unpaid
principal balance thereof as of the close of business on the Cut-Off Date,
reduced by all installments of principal due on or prior thereto whether or not
paid.
Debt Service Reduction: As to any Mortgage Loan and any Determination Date,
the excess of (i) the Monthly Payment due on the related Due Date under the
terms of such Mortgage Loan over (ii) the amount of the monthly payment of
principal and/or interest required to be paid with respect to such Due Date by
the Mortgagor as established by a court of competent jurisdiction (pursuant to
an order which has become final and nonappealable) as a result of a proceeding
initiated by or against the related Mortgagor under the Bankruptcy Code, as
amended from time to time (11 U.S.C.); provided that no such excess shall be
considered a Debt Service Reduction so long as (a) the Servicer is pursuing an
appeal of the court order giving rise to any such modification and (b)(1) such
Mortgage Loan is not in default with respect to payment due thereunder in
accordance with the terms of such Mortgage Loan as in effect on the Cut-Off Date
or (2) Monthly Payments are being advanced by the Servicer in accordance with
the terms of such Mortgage Loan as in effect on the Cut-Off Date.
Debt Service Reduction Mortgage Loan: Any Mortgage Loan that became the
subject of a Debt Service Reduction.
Defective Mortgage Loan: Any Mortgage Loan which is required to be cured,
repurchased or substituted for pursuant to Sections 2.02 or 2.04.
Deficient Valuation: As to any Mortgage Loan and any Determination Date,
the excess of (i) the then outstanding indebtedness under such Mortgage Loan
over (ii) the secured valuation thereof established by a court of competent
jurisdiction (pursuant to an order which has become final and nonappealable) as
a result of a proceeding initiated by or against the related Mortgagor under the
Bankruptcy Code, as amended from time to time (11 U.S.C.), pursuant to which
such Mortgagor retained such Mortgaged Property; provided that no such excess
shall be considered a Deficient Valuation so long as (a) the Servicer is
pursuing an appeal of the court order giving rise to any such modification and
(b)(1) such Mortgage Loan is not in default with respect to payments due
thereunder in accordance with the terms of such Mortgage Loan as in effect on
the Cut-Off Date or (2) Monthly Payments are being advanced by the Servicer in
accordance with the terms of such Mortgage Loan as in effect on the Cut-Off
Date.
Deficient Valuation Mortgage Loan: Any Mortgage Loan that became the
subject of a Deficient Valuation.
Definitive Certificates: As defined in Section 6.02(c)(iii).
Depositor: Bank of America Mortgage Securities, Inc., a Delaware
corporation, or its successor in interest, as depositor of the Trust Estate.
Depository: The Depository Trust Company, the nominee of which is Cede &
Co., as the registered Holder of the Book-Entry Certificates or any successor
thereto appointed in accordance with this Agreement. The Depository shall at all
times be a "clearing corporation" as defined in Section 8-102(3) of the Uniform
Commercial Code of the State of New York.
Depository Participant: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
Determination Date: As to any Distribution Date, the 16th day of the month
of the related Distribution Date or, if such 16th day is not a Business Day, the
Business Day immediately preceding such 16th day.
Discount Mortgage Loan: Any Mortgage Loan with a Net Mortgage Interest Rate
that is less than 7.000% per annum.
Distribution Date: The 25th day of each month beginning in March 2001 (or,
if such day is not a Business Day, the next Business Day).
Due Date: As to any Distribution Date and each Mortgage Loan, the first day
in the calendar month of such Distribution Date.
Eligible Account: Any of (i) an account or accounts maintained with (a)
Bank of America, N.A., or (b) a federal or state chartered depository
institution or trust company the short-term unsecured debt obligations of which
(or, in the case of a depository institution or trust company that is the
principal subsidiary of a holding company, the debt obligations of such holding
company) have the highest short-term ratings of each Rating Agency at the time
any amounts are held on deposit therein, or (ii) an account or accounts in a
depository institution or trust company in which such accounts are insured by
the FDIC (to the limits established by the FDIC) and the uninsured deposits in
which accounts are otherwise secured such that, as evidenced by an Opinion of
Counsel delivered to the Trustee and to each Rating Agency, the
Certificateholders have a claim with respect to the funds in such account or a
perfected first priority security interest against any collateral (which shall
be limited to Permitted Investments) securing such funds that is superior to
claims of any other depositors or creditors of the depository institution or
trust company in which such account is maintained, or (iii) a trust account or
accounts maintained with the trust department of a federal or state chartered
depository institution or trust company, acting in its fiduciary capacity or
(iv) any other account acceptable to each Rating Agency. Eligible Accounts may
bear interest and may include, if otherwise qualified under this definition,
accounts maintained with the Trustee.
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
ERISA Restricted Certificates: Any Class B-4, Class B-5, or Class B-6
Certificate.
Escrow Account: As defined in Section 3.09.
Escrow Payments: The amounts constituting taxes, assessments, Primary
Insurance Policy premiums, fire and hazard insurance premiums and other payments
as may be required to be escrowed by the Mortgagor with the mortgagee pursuant
to the terms of any Mortgage Note or Mortgage.
Event of Default: As defined in Section 8.01.
Excess Losses: For any Distribution Date, the amount of any (i) Fraud
Losses in excess of the Fraud Loss Amount, (ii) Special Hazard Losses in excess
of the Special Hazard Loss Amount or (iii) Bankruptcy Losses in excess of the
Bankruptcy Loss Amount.
Excess Proceeds: With respect to any Liquidated Mortgage Loan, the amount,
if any, by which the sum of any Liquidation Proceeds of such Mortgage Loan
received in the calendar month in which such Mortgage Loan became a Liquidated
Mortgage Loan, net of any amounts previously reimbursed to the Servicer as
Nonrecoverable Advance(s) with respect to such Mortgage Loan pursuant to Section
3.11(a)(iii), exceeds (i) the unpaid principal balance of such Liquidated
Mortgage Loan as of the Due Date in the month in which such Mortgage Loan became
a Liquidated Mortgage Loan plus (ii) accrued interest at the Mortgage Interest
Rate from the Due Date as to which interest was last paid or for which a
Periodic Advance was made (and not reimbursed) up to the Due Date applicable to
the Distribution Date immediately following the calendar month during which such
liquidation occurred.
FDIC: The Federal Deposit Insurance Corporation, or any successor thereto.
FHLMC: The Federal Home Loan Mortgage Corporation, or any successor
thereto.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates will be made pursuant to Section
10.01.
Financial Market Service: Bloomberg Financial Service and any other
financial information provider designated by the Depositor by written notice to
the Trustee.
FIRREA: The Financial Institutions Reform, Recovery and Enforcement Act of
1989, as amended.
Fitch: Fitch, Inc., or any successor thereto.
FNMA: 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 Servicer, (ii)
does not have any direct financial interest or any material indirect financial
interest in the Depositor or the Servicer or in an affiliate of either of them,
and (iii) is not connected with the Depositor or the Servicer as an officer,
employee, promoter, underwriter, trustee, partner, director or person performing
similar functions.
Indirect Depository Participant: A broker, dealer, bank or other financial
institution or other Person maintaining a custodial relationship with a
Depository Participant.
Initial Bankruptcy Loss Amount: $ 100,000.00.
Initial Class Certificate Balance: As to each Class of Certificates, the
Class Certificate Balance set forth in the Preliminary Statement.
Initial Fraud Loss Amount: $5,503,515.44.
Initial Special Hazard Amount: $5,503,515.44.
Insurance Policy: With respect to any Mortgage Loan included in the Trust
Estate, any related insurance policy, including all riders and endorsements
thereto in effect, including any replacement policy or policies for any
Insurance Policies.
Insurance Proceeds: Proceeds paid by an insurer pursuant to any Insurance
Policy, in each case other than any amount included in such Insurance Proceeds
in respect of Insured Expenses.
Insured Expenses: Expenses covered by an Insurance Policy or any other
insurance policy with respect to the Mortgage Loans.
Interest Accrual Period: As to any Distribution Date and each Class of
Certificates (other than the Class A-PO Certificates), the period from and
including the first day of the calendar month preceding the calendar month of
such Distribution Date to but not including the first day of the calendar month
of such Distribution Date.
Interest Distribution Amount: For any Distribution Date and each
interest-bearing Class, the sum of (i) the Accrued Certificate Interest, subject
to reduction pursuant to Section 5.02(c) and (ii) any Class Unpaid Interest
Shortfall for such Class.
Liquidated Mortgage Loan: With respect to any Distribution Date, a
defaulted Mortgage Loan (including any REO Property) that was liquidated in the
calendar month preceding the month of such Distribution Date and as to which the
Servicer has certified (in accordance with this Agreement) that it has received
all proceeds it expects to receive in connection with the liquidation of such
Mortgage Loan including the final disposition of an REO Property.
Liquidation Proceeds: Amounts, including Insurance Proceeds, received in
connection with the partial or complete liquidation of defaulted Mortgage Loans,
whether through trustee's sale, foreclosure sale or otherwise or amounts
received in connection with any condemnation or partial release of a Mortgaged
Property and any other proceeds received in connection with an REO Property,
less the sum of related unreimbursed Servicing Fees and Advances.
Loan-to-Value Ratio: With respect to any Mortgage Loan and any date of
determination, the fraction, expressed as a percentage, the numerator of which
is the outstanding principal balance of the related Mortgage Loan at the date of
determination and the denominator of which is the Appraised Value of the related
Mortgaged Property.
MERS: As defined in Section 2.01(b)(iii).
Monthly Payment: The scheduled monthly payment on a Mortgage Loan due on
any Due Date allocable to principal and/or interest on such Mortgage Loan which,
unless otherwise specified herein, shall give effect to any related Debt Service
Reduction and any Deficient Valuation that affects the amount of the monthly
payment due on such Mortgage Loan.
Mortgage: The mortgage, deed of trust or other instrument creating a first
lien on a Mortgaged Property securing a Mortgage Note or creating a first lien
on a leasehold interest.
Mortgage File: The mortgage documents listed in Section 2.01 pertaining to
a particular Mortgage Loan and any additional documents required to be added to
the Mortgage File pursuant to this Agreement.
Mortgage Interest Rate: As to any Mortgage Loan, the per annum rate of
interest at which interest accrues on the principal balance of such Mortgage
Loan in accordance with the terms of the related Mortgage Note.
Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase Agreement,
dated February 22, 2001, between the Bank of America, N.A., as seller, and the
Depositor, as purchaser.
Mortgage Loan Schedule: The list of Mortgage Loans (as from time to time
amended by the Servicer to reflect the addition of Substitute Mortgage Loans and
the deletion of Defective Mortgage Loans pursuant to the provisions of this
Agreement) transferred to the Trustee as part of the Trust Estate and from time
to time subject to this Agreement, attached hereto as Exhibit D, setting forth
the following information with respect to each Mortgage Loan: (i) the Mortgage
Loan identifying number; (ii) a code indicating whether the Mortgaged Property
is owner-occupied; (iii) the property type for each Mortgaged Property; (iv) the
original months to maturity or the remaining months to maturity from the Cut-Off
Date; (v) the Loan-to-Value Ratio at origination; (vi) the Mortgage Interest
Rate; (vii) the date on which the first Monthly Payment was due on the Mortgage
Loan, and, if such date is not the Due Date currently in effect, such Due Date;
(viii) the stated maturity date; (ix) the amount of the Monthly Payment as of
the Cut-Off Date; (x) the paid-through date; (xi) the original principal amount
of the Mortgage Loan; (xii) the principal balance of the Mortgage Loan as of the
close of business on the Cut-Off Date, after application of payments of
principal due on or before the Cut-Off Date, whether or not collected, and after
deduction of any payments collected of scheduled principal due after the Cut-Off
Date; (xiii) a code indicating the purpose of the Mortgage Loan; (xiv) a code
indicating the documentation style; and (xv) the Appraised Value. With respect
to the Mortgage Loans in the aggregate, the Mortgage Loan Schedule shall set
forth the following information, as of the Cut-Off Date: (i) the number of
Mortgage Loans; (ii) the current aggregate outstanding principal balance of the
Mortgage Loans; (iii) the weighted average Mortgage Rate of the Mortgage Loans;
and (iv) the weighted average months to maturity of the Mortgage Loans.
Mortgage Loans: Such of the mortgage loans transferred and assigned to the
Trustee pursuant to Section 2.01 as from time to time are held as a part of the
Trust Estate (including any Substitute Mortgage Loans and REO Property), the
Mortgage Loans originally so held being identified in the Mortgage Loan
Schedule.
Mortgage Note: The originally executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan,
together with all riders thereto and amendments thereof.
Mortgaged Property: The underlying property securing a Mortgage Loan, which
may include Co-op Shares or residential long-term leases.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Interest Rate: As to any Mortgage Loan and Distribution Date,
such Mortgage Loan's Mortgage Interest Rate thereon on the first day of the
month preceding the month of the related Distribution Date reduced by the
Servicing Fee Rate and the Trustee Fee Rate.
Non-PO Percentage: As to any Discount Mortgage Loan, a fraction (expressed
as a percentage), the numerator of which is the Net Mortgage Interest Rate of
such Discount Mortgage Loan and the denominator of which is 7.000%. As to any
Mortgage Loan that is not a Discount Mortgage Loan, 100%.
Non-PO Principal Amount: As to any Distribution Date, the sum of the
applicable Non-PO Percentage of (a) the principal portion of each Monthly
Payment (without giving effect, prior to the reduction of the Bankruptcy Loss
Amount to zero, to any reductions thereof caused by any Debt Service Reductions)
due on each Mortgage Loan on the related Due Date, (b) the Stated Principal
Balance, as of the date of repurchase, of each Mortgage Loan that was
repurchased by the Depositor pursuant to this Agreement as of such Distribution
Date, (c) any Substitution Adjustment Amount in connection with a Defective
Mortgage Loan received with respect to such Distribution Date, (d) any
Liquidation Proceeds allocable to recoveries of principal of Mortgage Loans that
are not yet Liquidated Mortgage Loans received during the calendar month
preceding the month of such Distribution Date, (e) with respect to each Mortgage
Loan that became a Liquidated Mortgage Loan during the calendar month preceding
the month of such Distribution Date, the amount of Liquidation Proceeds
allocable to principal received during the calendar month preceding the month of
such Distribution Date with respect to such Mortgage Loan and (f) all Principal
Prepayments received during the calendar month preceding the month of such
Distribution Date.
Non-Supported Interest Shortfalls: As to any Distribution Date, the amount,
if any, by which the aggregate of Prepayment Interest Shortfalls exceeds
Compensating Interest for such Distribution Date.
Non-U.S. Person: A Person other than a U.S. Person.
Nonrecoverable Advance: Any portion of an Advance previously made or
proposed to be made in respect of a Mortgage Loan which has not been previously
reimbursed and which, in the good faith judgment of the Servicer, will not or,
in the case of a proposed Advance, would not be ultimately recoverable from the
related Mortgagor, related Liquidation Proceeds, or other recoveries in respect
of the related Mortgage Loan.
Offered Certificates: The Class A, Class B-1, Class B-2 and Class B-3
Certificates.
Officer's Certificate: A certificate signed by the Chairman of the Board,
Vice Chairman of the Board, President or a Vice President and by the Treasurer,
the Secretary or one of the Assistant Treasurers or Assistant Secretaries, or
any other duly authorized officer of the Depositor or the Servicer, as the case
may be, and delivered to the Trustee.
Opinion of Counsel: A written opinion of counsel acceptable to the Trustee,
who may be counsel for the Depositor or the Servicer, except that any opinion of
counsel relating to the qualification of the Trust Estate as a REMIC or
compliance with the REMIC Provisions must be an opinion of Independent counsel.
Original Fractional Interest: With respect to each of the following Classes
of Subordinate Certificates, the corresponding percentage described below, as of
the Closing Date:
Class B-1 1.85%
Class B-2 1.10%
Class B-3 0.65%
Class B-4 0.40%
Class B-5 0.20%
Class B-6 0.00%
Original Subordinate Certificate Balance: $22,016,060.79
OTS: The Office of Thrift Supervision.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan which was
not the subject of a Principal Prepayment in Full prior to such Due Date, which
did not become a Liquidated Mortgage Loan prior to such Due Date and which was
not purchased from the Trust prior to such Due Date pursuant to Sections 2.02 or
2.04.
Ownership Interest: As to any Certificate, any ownership or security
interest in such Certificate, including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or indirect, legal
or beneficial, as owner or as pledgee.
Pass-Through Rate: As to each Class of interest-bearing Certificates, the
per annum rate set forth in the Preliminary Statement.
Paying Agent: As defined in Section 9.13.
Percentage Interest: As to any Certificate, the percentage obtained by
dividing the initial Certificate Balance of such Certificate by the Initial
Class Certificate Balance of the Class of which such Certificate is a part.
Periodic Advance: The payment required to be made by the Servicer with
respect to any Distribution Date pursuant to Section 3.20, the amount of any
such payment being equal to the aggregate of Monthly Payments (net of the
Servicing Fee) on the Mortgage Loans (including any REO Property) that were due
on the related Due Date and not received as of the close of business on the
related Determination Date, less the aggregate amount of any such delinquent
payments that the Servicer has determined would constitute a Nonrecoverable
Advance if advanced.
Permitted Investments: One or more of the following:
(i)obligations of or guaranteed as to principal and interest by the
United States, FHLMC, FNMA or any agency or instrumentality of the United
States when such obligations are backed by the full faith and credit of the
United States; provided that such obligations of FHLMC or FNMA shall be
limited to senior debt obligations and mortgage participation certificates
other than investments in mortgage-backed or mortgage participation
securities with yields evidencing extreme sensitivity to the rate of
principal payments on the underlying mortgages, which shall not constitute
Permitted Investments hereunder;
(ii) repurchase agreements on obligations specified in clause (i)
maturing not more than one month from the date of acquisition thereof with
a corporation incorporated under the laws of the United States or any state
thereof rated not lower than "A-1" by S&P and "F-1" by Fitch;
(iii) federal funds, certificates of deposit, demand deposits, time
deposits and bankers' acceptances (which shall each have an original
maturity of not more than 90 days and, in the case of bankers' acceptances,
shall in no event have an original maturity of more than 365 days or a
remaining maturity of more than 30 days) denominated in United States
dollars of any U.S. depository institution or trust company incorporated
under the laws of the United States or any state thereof, rated not lower
than "A-1" by S&P and "F-1" by Fitch;
(iv) commercial paper (having original maturities of not more than 365
days) of any corporation incorporated under the laws of the United States
or any state thereof which is rated not lower than "A-1" by S&P and "F-1"
by Fitch;
(v) investments in money market funds (including funds of the Trustee
or its affiliates, or funds for which an affiliate of the Trustee acts as
advisor, as well as funds for which the Trustee and its affiliates may
receive compensation) rated "AAA" by S&P, and "AAA" by Fitch or otherwise
approved in writing by each Rating Agency; and
(vi) other obligations or securities that are acceptable to each
Rating Agency and, as evidenced by an Opinion of Counsel obtained by the
Servicer, will not affect the qualification of the Trust Estate as a REMIC;
provided, however, that no instrument shall be a Permitted Investment if it
represents either (a) the right to receive only interest payments with respect
to the underlying debt instrument or (b) the right to receive both principal and
interest payments derived from obligations underlying such instrument and the
principal and interest with respect to such instrument provide a yield to
maturity greater than 120% of the yield to maturity at par of such underlying
obligations.
Permitted Transferee: Any Person other than (i) the United States, or any
State or any political subdivision thereof, or any agency or instrumentality of
any of the foregoing, (ii) a foreign government, international organization or
any agency or instrumentality of either of the foregoing, (iii) an organization
which is exempt from tax imposed by Chapter 1 of the Code (including the tax
imposed by Section 511 of the Code on unrelated business taxable income) (except
certain farmers' cooperatives described in Code Section 521), (iv) rural
electric and telephone cooperatives described in Code Section 1381(a)(2)(C) and
(v) any other Person so designated by the Servicer based on an Opinion of
Counsel to the effect that any transfer to such Person may cause the Trust or
any other Holder of a Residual Certificate to incur tax liability that would not
be imposed other than on account of such transfer. The terms "United States,"
"State" and "international organization" shall have the meanings set forth in
Code Section 7701 or successor provisions.
Person: Any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
Physical Certificates: The Class A-R, Class B-4, Class B-5 and Class B-6
Certificates.
Plan: As defined in Section 6.02(e).
PO Percentage: As to any Discount Mortgage Loan, 100% minus the Non-PO
Percentage for such Mortgage Loan. As to any Mortgage Loan that is not a
Discount Mortgage Loan, 0%.
PO Principal Amount: As to any Distribution Date, the sum of the applicable
PO Percentage of (a) the principal portion of each Monthly Payment (without
giving effect, prior to the reduction of the Bankruptcy Loss Amount to zero, to
any reductions thereof caused by any Debt Service Reductions) due on each
Mortgage Loan on the related Due Date, (b) the Stated Principal Balance, as of
the date of repurchase, of each Mortgage Loan that was repurchased by the
related Seller or the Depositor pursuant to this Agreement as of such
Distribution Date, (c) any Substitution Adjustment Amount in connection with any
Defective Mortgage Loan received with respect to such Distribution Date, (d) any
Liquidation Proceeds allocable to recoveries of principal of Mortgage Loans that
are not yet Liquidated Mortgage Loans received during the calendar month
preceding the month of such Distribution Date, (e) with respect to each Mortgage
Loan that became a Liquidated Mortgage Loan during the calendar month preceding
the month of such Distribution Date, the amount of Liquidation Proceeds
allocable to principal received with respect to such Mortgage Loan during the
calendar month preceding the month of such Distribution Date with respect to
such Mortgage Loan and (f) all Principal Prepayments received during the
calendar month preceding the month of such Distribution Date.
Pool Distribution Amount: As to any Distribution Date, the excess of (a)
the sum of (i) the aggregate of (A) the interest portion of any Monthly Payment
(net of the Servicing Fee) and the principal portion of any Monthly Payment due
on the Due Date in the month in which such Distribution Date occurs and which is
received prior to the related Determination Date and (B) all Periodic Advances
and payments of Compensating Interest made by the Servicer in respect of such
Distribution Date deposited to the Servicer Custodial Account pursuant to
Section 3.08(b)(vii); (ii) all Liquidation Proceeds received during the
preceding calendar month and deposited to the Servicer Custodial Account
pursuant to Section 3.08(b)(iii); (iii) all Principal Prepayments received
during the month preceding the month of such Distribution Date and deposited to
the Servicer Custodial Account pursuant to Section 3.08(b)(i) during such
period; (iv) in connection with Defective Mortgage Loans, as applicable, the
aggregate of the Repurchase Prices and Substitution Adjustment Amounts deposited
on the related Remittance Date pursuant to Section 3.08(b)(vi); and (v) any
other amounts in the Servicer Custodial Account deposited therein pursuant to
Sections 3.08(b)(iv), (v) and (viii) in respect of such Distribution Date; over
(b) any (i) amounts permitted to be withdrawn from the Servicer Custodial
Account pursuant to clauses (i) through (vii), inclusive, of Section 3.11(a) and
(ii) amounts permitted to be withdrawn from the Certificate Account pursuant to
clauses (i) and (ii) of Section 3.11(b).
Pool Stated Principal Balance: As to any Distribution Date, the aggregate
Stated Principal Balances of all Mortgage Loans that were Outstanding Mortgage
Loans immediately following the Due Date in the month of such Distribution Date.
Premium Mortgage Loan: Any Mortgage Loan with a Net Mortgage Interest Rate
that is equal to or more than 7.000% per annum.
Prepayment Interest Shortfall: As to any Distribution Date and each
Mortgage Loan subject to a Principal Prepayment received during the calendar
month preceding such Distribution Date, the amount, if any, by which one month's
interest at the related Mortgage Interest Rate (net of the Servicing Fee) on
such Principal Prepayment exceeds the amount of interest paid in connection with
such Principal Prepayment.
Primary Insurance Policy: Each policy of primary mortgage guaranty
insurance or any replacement policy therefor with respect to any Mortgage Loan,
in each case issued by an insurer acceptable to FNMA or FHLMC.
Principal-Only Certificates: Any Class of Certificates entitled to
distributions of principal, but to no distributions of interest. The Class A-PO
Certificates are the only Class of Principal-Only Certificates.
Principal Prepayment: Any payment or other recovery of principal on a
Mortgage Loan (other than Liquidation Proceeds) which is received in advance of
its scheduled Due Date and is not accompanied by an amount of interest
representing scheduled interest due on any date or dates in any month or months
subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment of the entire
principal balance of a Mortgage Loan.
Priority Amount: As to any Distribution Date, the lesser of (i) the Class
Certificate Balance of the Class A-2 Certificates and (ii) the product of (a)
the Shift Percentage, (b) the Priority Percentage and (c) the Non-PO Principal
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-2 Certificates immediately prior to
such date and the denominator of which is the aggregate of the Class Certificate
Balances of all Classes of 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 2.07.
REMIC Provisions: Provisions of the federal income tax law relating to real
estate mortgage investment conduits, which appear at Section 860A through 860G
of Subchapter M of Chapter 1 of the Code, and related provisions, and
regulations promulgated thereunder, as the foregoing may be in effect from time
to time, as well as provisions of applicable state laws.
Remittance Date: As to any Distribution Date, by 2:00 p.m. Eastern time on
the Business Day immediately preceding such Distribution Date.
REO Disposition Period: As defined in Section 3.14.
REO Proceeds: Proceeds, net of any related expenses of the Servicer,
received in respect of any REO Property (including, without limitation, proceeds
from the rental of the related Mortgaged Property) which are received prior to
the final liquidation of such Mortgaged Property.
REO Property: A Mortgaged Property acquired by the Servicer on behalf of
the Trust through foreclosure or deed-in-lieu of foreclosure in connection with
a defaulted Mortgage Loan.
Repurchase Price: As to any Defective Mortgage Loan repurchased on any date
pursuant to Sections 2.02 or 2.04, an amount equal to the sum of (i) the unpaid
principal balance thereof and (ii) the unpaid accrued interest thereon at the
applicable Mortgage Interest Rate from the Due Date to which interest was last
paid by the Mortgagor to the first day of the month following the month in which
such Mortgage Loan became eligible to be repurchased.
Request for Release: The Request for Release submitted by the Servicer to
the Trustee or the Custodian on behalf of the Trustee, substantially in the form
of Exhibit E.
Required Insurance Policy: With respect to any Mortgage Loan, any insurance
policy which is required to be maintained from time to time under this Agreement
in respect of such Mortgage Loan.
Residual Certificate: The Class A-R Certificate.
Responsible Officer: When used with respect to the Trustee, any officer of
the Corporate Trust Department of the Trustee, including any Senior Vice
President, any Vice President, any Assistant Vice President, any Assistant
Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of
the Trustee customarily performing functions similar to those performed by any
of the above designated officers and having responsibility for the
administration of this Agreement.
Restricted Classes: As defined in Section 5.02(d).
S&P: Standard & Poor's, a division of The XxXxxx-Xxxx Companies, Inc., or
any successor thereto.
Seller: Bank of America, N.A., a national banking association, or its
successor in interest, as seller of the Mortgage Loans under the Mortgage Loan
Purchase Agreement.
Senior Certificates: The Class A Certificates.
Senior Credit Support Depletion Date: The date on which the aggregate Class
Certificate Balance of the Subordinate Certificates is reduced to zero.
Senior Percentage: With respect to any Distribution Date, the percentage,
carried six places rounded up, obtained by dividing the aggregate Class
Certificate Balance of the Senior Certificates (other than the Class A-PO
Certificates) immediately prior to such Distribution Date by the aggregate Class
Certificate Balance of all Classes of Certificates (other than the Class A-PO
Certificates) immediately prior to such Distribution Date.
Senior Prepayment Percentage: For any Distribution Date during the five
years beginning on the first Distribution Date, 100%. The Senior Prepayment
Percentage for any Distribution Date occurring on or after the fifth anniversary
of the first Distribution Date will, except as provided herein, be as follows:
for any Distribution Date in the first year thereafter, the Senior Percentage
plus 70% of the Subordinate Percentage for such Distribution Date; for any
Distribution Date in the second year thereafter, the Senior Percentage plus 60%
of the Subordinate Percentage for such Distribution Date; for any Distribution
Date in the third year thereafter, the Senior Percentage plus 40% of the
Subordinate Percentage for such Distribution Date; for any Distribution Date in
the fourth year thereafter, the Senior Percentage plus 20% of the Subordinate
Percentage for such Distribution Date; and for any Distribution Date in the
fifth or later years thereafter, the Senior Percentage for such Distribution
Date (unless on any of the foregoing Distribution Dates the Senior Percentage
exceeds the initial Senior Percentage, in which case the Senior Prepayment
Percentage for such Distribution Date will once again equal 100%).
Notwithstanding the foregoing, no decrease in the Senior Prepayment Percentage
will occur unless both of the Senior Step Down Conditions are satisfied.
Senior Principal Distribution Amount: As to any Distribution Date, the sum
of (i) the Senior Percentage of the applicable Non-PO Percentage of all amounts
described in clauses (a) through (d) of the definition of "Non-PO Principal
Amount" for such Distribution Date and (ii) the Senior Prepayment Percentage of
the applicable Non-PO Percentage of the amounts described in clauses (e) and (f)
of the definition of "Non-PO Principal Amount" for such Distribution Date;
provided, however, that if a Debt Service Reduction that is an Excess Loss is
sustained with respect to a Mortgage Loan that is not a Liquidated Mortgage
Loan, the Senior Principal Distribution Amount will be reduced on the related
Distribution Date by the Senior Percentage of the Non-PO Percentage of the
principal portion of such Debt Service Reduction.
Senior Step Down Conditions: As of any Distribution Date as to which any
decrease in the Senior Prepayment Percentage applies, (i) the outstanding
principal balance of all Mortgage Loans (including, for this purpose, any
Mortgage Loans in foreclosure or any REO Property) delinquent 60 days or more
(averaged over the preceding six month period), as a percentage of the aggregate
Class Certificate Balance of the Subordinate Certificates (averaged over the
preceding six-month period), is not equal to or greater than 50% or (ii)
cumulative Realized Losses with respect to the Mortgage Loans as of the
applicable Distribution Date do not exceed the percentages of the Original
Subordinate Certificate Balance set forth below:
Percentage of
Original Subordinate
Distribution Date Occurring Certificate Balance
--------------------------- -------------------
March 2006 through February 2007 30%
March 2007 through February 2008 35%
March 2008 through February 2009 40%
March 2009 through February 2010 45%
March 2010 and thereafter 50%
Servicer: Bank of America, N.A., a national banking association, Zr its
successor in interest, in its capacity as servicer of the Mortgage Loans, or any
successor servicer appointed as herein provided.
Servicer Advance Date: As to any Distribution Date, 11:30 a.m., Eastern
time, on the Business Day immediately preceding such Distribution Date.
Servicer Custodial Account: The separate Eligible Account or Accounts
created and maintained by the Servicer pursuant to Section 3.08(b).
Servicer's Certificate: The monthly report required by Section 4.01.
Servicing Advances: All customary, reasonable and necessary "out of pocket"
costs and expenses incurred in the performance by the Servicer of its servicing
obligations, including, but not limited to (i) the preservation, restoration and
protection of a Mortgaged Property, (ii) expenses reimbursable to the Servicer
pursuant to Section 3.14 and any enforcement or judicial proceedings, including
foreclosures, (iii) the management and liquidation of any REO Property and (iv)
compliance with the obligations under Section 3.12.
Servicing Fee: With respect to each Mortgage Loan and Distribution Date,
the amount of the fee payable to the Servicer, which shall, for such
Distribution Date, be equal to one-twelfth of the product of the Servicing Fee
Rate with respect to such Mortgage Loan and the Stated Principal Balance of such
Mortgage Loan, subject to reduction as provided in Section 3.17. Such fee shall
be payable monthly, computed on the basis of the same Stated Principal Balance
and period respecting which any related interest payment on a Mortgage Loan is
computed. The Servicer's right to receive the Servicing Fee is limited to, and
payable solely from, the interest portion (including recoveries with respect to
interest from Liquidation Proceeds and other proceeds, to the extent permitted
by Section 3.11) of related Monthly Payments collected by the Servicer, or as
otherwise provided under Section 3.11.
Servicing Fee Rate: With respect to each Mortgage Loan, the per annum rate
equal to (i) the related Mortgage Interest Rate less (ii) the sum of 7.000% 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 the Servicer involved in, or responsible
for, the administration and servicing of the Mortgage Loans whose name appears
on a list of servicing officers furnished to the Trustee by the Servicer, as
such list may from time to time be amended.
Shift Percentage: As to any Distribution Date, the percentage indicated
below:
Distribution Date Occurring In Shift Percentage
------------------------------ ----------------
March 2001 through February 2006 0%
March 2006 through February 2007 30%
March 2007 through February 2008 40%
March 2008 through February 2009 60%
March 2009 through February 2010 80%
March 2010 and thereafter 100%
Similar Law: As defined in Section 6.02(e).
Special Hazard Loss: As to a Mortgaged Property, any Realized Loss on
account of direct physical loss, exclusive of (i) any loss covered by a hazard
policy or a flood insurance policy maintained in respect of such Mortgaged
Property pursuant to Section 3.12 and (ii) any loss caused by or resulting from:
(a) (i) wear and tear, deterioration, rust or corrosion, mold, wet or dry
rot; inherent vice or latent defect; animals, birds, vermin or insects; or
(ii) settling, subsidence, cracking, shrinkage, building or expansion
of pavements, foundations, walls, floors, roofs or ceilings;
(b) errors in design, faulty workmanship or faulty materials, unless the
collapse of the property or a part thereof ensues and then only for the ensuing
loss;
(c) nuclear or chemical reaction or nuclear radiation or radioactive or
chemical contamination, all whether controlled or uncontrolled, and whether such
loss is direct or indirect, proximate or remote; or
(d) (i) hostile or warlike action in time of peace or war, including action
in hindering, combating or defending against an actual, impending or expected
attack (A) by any government or sovereign power (de jure or de facto), or by any
authority maintaining or using military, naval or air forces; or (B) by
military, naval or air forces; or (C) by an agent of any such government, power,
authority or forces;
(ii) any weapon of war or facility for producing same employing atomic
fission, radioactive force or chemical or biological contaminants, whether
in time of peace or war; or
(iii) insurrection, rebellion, revolution, civil war, usurped power or
action taken by governmental authority in hindering, combating or defending
against such an occurrence, seizure or destruction under quarantine or
customs regulations, confiscation by order of any government or public
authority, or risks of contraband or illegal transportation or trade.
Special Hazard Loss Amount: As to any Distribution Date, the lesser of (a)
the greatest of (i) 1% of the Pool Stated Principal Balance of the Mortgage
Loans, (ii) twice the principal balance of the largest Mortgage Loan, and (iii)
the aggregate principal balance of all Mortgage Loans secured by Mortgaged
Properties located in the single California five-digit postal zip code having
the highest aggregate principal balance of any zip code area (all principal
balances to be calculated as of the first day of the month preceding such
Distribution Date after giving effect to Monthly Payments then due, whether or
not paid) and (b) the Initial Special Hazard Loss Amount, reduced (but not below
zero) by the amount of Realized Losses in respect of Special Hazard Mortgage
Loans previously incurred during the period from the Cut-Off Date through the
last day of the month preceding the month of such Distribution Date. The Special
Hazard Loss Amount may be further reduced from time to time below the amounts
specified above with the written consent of the Rating Agencies and without
resulting in a downgrading to the then-current rating of the Certificates.
Special Hazard Mortgage Loan: Any Liquidated Mortgage Loan as to which the
ability to recover thereon was substantially impaired by reason of a hazard or
loss not covered by a hazard policy or flood insurance policy maintained in
respect of such Mortgaged Property pursuant to Section 3.12.
Stated Principal Balance: As to any Mortgage Loan and date, the unpaid
principal balance of such Mortgage Loan as of the Due Date immediately preceding
such date as specified in the amortization schedule at the time relating thereto
(before any adjustment to such amortization schedule by reason of any moratorium
or similar waiver or grace period) after giving effect to any previous partial
Principal Prepayments and Liquidation Proceeds allocable to principal (other
than with respect to any Liquidated Mortgage Loan) and to the payment of
principal due on such Due Date and irrespective of any delinquency in payment by
the related Mortgagor, and after giving effect to any Deficient Valuation.
Subordinate Certificates: The Class B Certificates.
Subordinate Percentage: As of any Distribution Date, 100% minus the Senior
Percentage for such Distribution Date.
Subordinate Prepayment Percentage: As to any Distribution Date, 100% minus
the Senior Prepayment Percentage for such Distribution Date.
Subordinate Principal Distribution Amount: With respect to any Distribution
Date, an amount equal to the sum of (i) the Subordinate Percentage of the
applicable Non-PO Percentage of all amounts described in clauses (a) through (d)
of the definition of "Non-PO Principal Amount" for such Distribution Date and
(ii) the Subordinate Prepayment Percentage of the applicable Non-PO Percentage
of the amounts described in clauses (e) and (f) of the definition of "Non-PO
Principal Amount" for such Distribution Date; provided, however, that if a Debt
Service Reduction that is an Excess Loss is sustained with respect to a Mortgage
Loan that is not a Liquidated Mortgage Loan, the Subordinate Principal
Distribution Amount will be reduced on the related Distribution Date by the
Subordinate Percentage of the applicable Non-PO Percentage of the principal
portion of such Debt Service Reduction.
Subservicer: Any Person with which the Servicer has entered into a
Subservicing Agreement and which satisfies the requirements set forth therein.
Subservicing Agreement: Any subservicing agreement (which, in the event the
Subservicer is an affiliate of the Servicer, need not be in writing) between the
Servicer and any Subservicer relating to servicing and/or administration of
certain Mortgage Loans as provided in Section 3.02.
Substitute Mortgage Loan: A Mortgage Loan substituted for a Defective
Mortgage Loan which must, on the date of such substitution (i) have a Stated
Principal Balance, after deduction of the principal portion of the Monthly
Payment due in the month of substitution, not in excess of, and not more than
10% less than, the Stated Principal Balance of the Defective Mortgage Loan; (ii)
have a Net Mortgage Interest Rate equal to that of the Defective Mortgage Loan;
(iii) have a Loan-to-Value Ratio not higher than that of the Defective Mortgage
Loan; (iv) have a remaining term to maturity not greater than (and not more than
one year less than) that of the Defective Mortgage Loan; and (v) comply with
each Mortgage Loan representation and warranty set forth in the Sale Agreement
relating to the Defective Mortgage Loan. More than one Substitute Mortgage Loan
may be substituted for a Defective Mortgage Loan if such Substitute Mortgage
Loans meet the foregoing attributes in the aggregate.
Substitution Adjustment Amount: As defined in Section 2.02.
Tax Matters Person: The person designated as "tax matters person" in
accordance with Section 5.06 and the manner provided under Treasury Regulation
ss. 1.860F-4(d) and Treasury Regulation ss. 301.6231(a)(7)-1.
Treasury Regulations: The final and temporary regulations promulgated under
the Code by the U.S. Department of the Treasury.
Trust: The trust created by this Agreement.
Trust Estate: The corpus of the Trust created to the extent described
herein, consisting of the Mortgage Loans, such assets as shall from time to time
be identified as deposited in the Servicer Custodial Account or the Certificate
Account, in accordance with this Agreement, REO Property, the Primary Insurance
Policies and any other Required Insurance Policy.
Trustee: The Bank of New York, and its successors-in-interest and, if a
successor trustee is appointed hereunder, such successor, as trustee.
Trustee Fee: As to any Distribution Date, an amount equal to one-twelfth of
the Trustee Fee Rate multiplied by the aggregate Stated Principal Balance of the
Mortgage Loans immediately following the Due Date in the month preceding the
month in which such Distribution Date occurs.
Trustee Fee Rate: With respect to each Mortgage Loan, 0.0035% per annum.
Underwriting Guidelines: The underwriting guidelines of Bank of America,
X.X.
X.X. 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 2001-2" (which may be included in a
blanket assignment or assignments), together with, except as provided
below, originals of all interim recorded assignments of such mortgage or a
copy of such interim assignment certified by the Depositor as being a true
and complete copy of the original recorded intervening assignments of
Mortgage (each such assignment, when duly and validly completed, to be in
recordable form and sufficient to effect the assignment of and transfer to
the assignee thereof, under the Mortgage to which the assignment relates);
provided that, if the related Mortgage has not been returned from the
applicable public recording office, such Assignment of Mortgage may exclude
the information to be provided by the recording office; and provided,
further, if the related Mortgage has been recorded in the name of Mortgage
Electronic Registration Systems, Inc. ("MERS") or its designee, no
Assignment of Mortgage in favor of the Trustee will be required to be
prepared or delivered and instead, the Servicer shall take all actions as
are necessary to cause the Trust to be shown as the owner of the related
Mortgage Loan on the records of MERS for purposes of the system of
recording transfers of beneficial ownership of mortgages maintained by
MERS;
(iv) the originals of all assumption, modification, consolidation or
extension agreements, if any, with evidence of recording thereon, if any;
(v) the original or duplicate original mortgagee title insurance
policy and all riders thereto;
(vi) the original of any guarantee executed in connection with the
Mortgage Note;
(vii) for each Mortgage Loan which is secured by a residential
long-term lease, a copy of the lease with evidence of recording indicated
thereon, or, if the lease is in the process of being recorded, a photocopy
of the lease, certified by an officer of the respective prior owner of such
Mortgage Loan or by the applicable title insurance company,
closing/settlement/escrow agent or company or closing attorney to be a true
and correct copy of the lease transmitted for recordation;
(viii) the original of any security agreement, chattel mortgage or
equivalent document executed in connection with the Mortgage; and
(ix) for each Mortgage Loan secured by Co-op Shares, the originals of
the following documents or instruments:
(A) The stock certificate;
(B) The stock power executed in blank;
(C) The executed proprietary lease;
(D) The executed recognition agreement;
(E) The executed assignment of recognition agreement;
(F) The executed UCC-1 financing statement with evidence of
recording thereon; and
(G) Executed UCC-3 financing statements or other appropriate UCC
financing statements required by state law, evidencing a complete and
unbroken line from the mortgagee to the Trustee with evidence of
recording thereon (or in a form suitable for recordation).
provided, however, that on the Closing Date, with respect to item (iii), the
Depositor has delivered to the Trustee a copy of such Assignment of Mortgage in
blank and has caused the Servicer to retain the completed Assignment of Mortgage
for recording as described below, unless such Mortgage has been recorded in the
name of MERS or its designee. In addition, if the Depositor is unable to deliver
or cause the delivery of any original Mortgage Note due to the loss of such
original Mortgage Note, the Depositor may deliver a copy of such Mortgage Note,
together with a lost note affidavit, and shall thereby be deemed to have
satisfied the document delivery requirements of this Section 2.01(b).
If in connection with any Mortgage Loans, the Depositor cannot deliver (A)
the Mortgage, (B) all interim recorded assignments, (C) all assumption,
modification, consolidation or extension agreements, if any, or (D) the lender's
title policy (together with all riders thereto) satisfying the requirements of
clause (ii), (iii), (iv) or (v) above, respectively, concurrently with the
execution and delivery hereof because such document or documents have not been
returned from the applicable public recording office in the case of clause (ii),
(iii) or (iv) above, or because the title policy has not been delivered to
either the Servicer or the Depositor by the applicable title insurer in the case
of clause (v) above, the Depositor shall promptly deliver or cause to be
delivered to the Trustee or the Custodian on behalf of the Trustee, in the case
of clause (ii), (iii) or (iv) above, such Mortgage, such interim assignment or
such assumption, modification, consolidation or extension agreement, as the case
may be, with evidence of recording indicated thereon upon receipt thereof from
the public recording office, but in no event shall any such delivery of any such
documents or instruments be made later than one year following the Closing Date,
unless, in the case of clause (ii), (iii) or (iv) above, there has been a
continuing delay at the applicable recording office or, in the case of clause
(v), there has been a continuing delay at the applicable insurer and the
Depositor has delivered the Officer's Certificate to such effect to the Trustee.
The Depositor shall forward or cause to be forwarded to the Trustee (1) from
time to time additional original documents evidencing an assumption or
modification of a Mortgage Loan and (2) any other documents required to be
delivered by the Depositor or the Servicer to the Trustee or the Custodian on
the Trustee's behalf. In the event that the original Mortgage is not delivered
and in connection with the payment in full of the related Mortgage Loan the
public recording office requires the presentation of a "lost instruments
affidavit and indemnity" or any equivalent document, because only a copy of the
Mortgage can be delivered with the instrument of satisfaction or reconveyance,
the Servicer shall prepare, execute and deliver or cause to be prepared,
executed and delivered, on behalf of the Trust, such a document to the public
recording office.
As promptly as practicable subsequent to such transfer and assignment, and
in any event, within 30 days thereafter, the Servicer shall (except for any
Mortgage which has been recorded in the name of MERS or its designee) (I) cause
each Assignment of Mortgage to be in proper form for recording in the
appropriate public office for real property records within 30 days of the
Closing Date and (II) at the Depositor's expense, cause to be delivered for
recording in the appropriate public office for real property records the
Assignments of the Mortgages to the Trustee, except that, with respect to any
Assignment of a Mortgage as to which the Servicer has not received the
information required to prepare such assignment in recordable form, the
Servicer's obligation to do so and to deliver the same for such recording shall
be as soon as practicable after receipt of such information and in any event
within 30 days after the receipt thereof and, no recording of an Assignment of
Mortgage will be required if the Depositor furnishes to the Trustee an
unqualified Opinion of Counsel reasonably acceptable to the Trustee to the
effect that recordation of such assignment is not necessary under applicable
state law to preserve the Trustee's interest in the related Mortgage Loan
against the claim of any subsequent transferee of such Mortgage Loan or any
successor to, or creditor of, the Depositor or the originator of such Mortgage
Loan.
In the case of Mortgage Loans that have been prepaid in full as of the
Closing Date, the Depositor, in lieu of delivering the above documents to the
Trustee, or the Custodian on the Trustee's behalf, will cause the Servicer to
deposit in the Servicer Custodial Account the portion of such payment that is
required to be deposited in the Servicer Custodial Account pursuant to Section
3.08.
Section 2.02 Acceptance by the Trustee of the Mortgage Loans. Subject to
the provisions of the following paragraph, the Trustee declares that it, or the
Custodian as its agent, will hold the documents referred to in Section 2.01 and
the other documents delivered to it constituting the Mortgage Files, and that it
will hold such other assets as are included in the Trust Estate, in trust for
the exclusive use and benefit of all present and future Certificateholders.
Within 90 days after the execution and delivery of this Agreement, the
Trustee shall review, or cause the Custodian to review, the Mortgage Files in
its possession. If, in the course of such review, the Trustee or the Custodian
finds any document constituting a part of a Mortgage File which does not meet
the requirements of Section 2.01 or is omitted from such Mortgage File, the
Trustee shall promptly so notify the Servicer and the Depositor, or shall cause
the Custodian to promptly so notify the Servicer and the Depositor. In
performing any such review, the Trustee or the Custodian may conclusively rely
on the purported genuineness of any such document and any signature thereon. It
is understood that the scope of the Trustee's or the Custodian's review of the
Mortgage Files is limited solely to confirming that the documents listed in
Section 2.01 have been received and further confirming that any and all
documents delivered pursuant to Section 2.01 appear on their face to have been
executed and relate to the Mortgage Loans identified in the Mortgage Loan
Schedule. Neither the Trustee nor the Custodian shall have any responsibility
for determining whether any document is valid and binding, whether the text of
any assignment or endorsement is in proper or recordable form, whether any
document has been recorded in accordance with the requirements of any applicable
jurisdiction, or whether a blanket assignment is permitted in any applicable
jurisdiction. The Depositor hereby covenants and agrees that it will promptly
correct or cure such defect within 90 days from the date it was so notified of
such defect and, if the Depositor does not correct or cure such defect within
such period, the Depositor will either (a) substitute for the related Mortgage
Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the
manner and subject to the conditions set forth below or (b) purchase such
Mortgage Loan from the Trustee at the Repurchase Price for such Mortgage Loan;
provided, however, that in no event shall such a substitution occur more than
two years from the Closing Date; provided, further, that such substitution or
repurchase shall occur within 90 days of when such defect was discovered if such
defect will cause the Mortgage Loan not to be a "qualified mortgage" within the
meaning of Section 860G(a)(3) of the Code.
With respect to each Substitute Mortgage Loan the Depositor shall deliver
to the Trustee, for the benefit of the Certificateholders, the Mortgage Note,
the Mortgage, the related Assignment of Mortgage (except for any Mortgage which
has been recorded in the name of MERS or its designee), and such other documents
and agreements as are otherwise required by Section 2.01, with the Mortgage Note
endorsed and the Mortgage assigned as required by Section 2.01. No substitution
is permitted to be made in any calendar month after the Determination Date for
such month. Monthly Payments due with respect to any such Substitute Mortgage
Loan in the month of substitution shall not be part of the Trust Estate and will
be retained by the Depositor. For the month of substitution, distributions to
Certificateholders will include the Monthly Payment due for such month on any
Defective Mortgage Loan for which the Depositor has substituted a Substitute
Mortgage Loan.
The Servicer shall amend the Mortgage Loan Schedule for the benefit of the
Certificateholders to reflect the removal of each Mortgage Loan that has become
a Defective Mortgage Loan and the substitution of the Substitute Mortgage Loan
or Loans and the Servicer shall deliver the amended Mortgage Loan Schedule to
the Trustee and the Custodian. Upon such substitution, each Substitute Mortgage
Loan shall be subject to the terms of this Agreement in all respects, and the
Depositor shall be deemed to have made to the Trustee with respect to such
Substitute Mortgage Loan, as of the date of substitution, the representations
and warranties made pursuant to Section 2.04. Upon any such substitution and the
deposit to the Servicer Custodial Account of any required Substitution
Adjustment Amount (as described in the next paragraph) and receipt of a Request
for Release, the Trustee shall release, or shall direct the Custodian to
release, the Mortgage File relating to such Defective Mortgage Loan to the
Depositor and shall execute and deliver at the Depositor's direction such
instruments of transfer or assignment prepared by the Depositor, in each case
without recourse, as shall be necessary to vest title in the Depositor, or its
designee, to the Trustee's interest in any Defective Mortgage Loan substituted
for pursuant to this Section 2.02.
For any month in which the Depositor substitutes one or more Substitute
Mortgage Loans for one or more Defective Mortgage Loans, the amount (if any) by
which the aggregate principal balance of all such Substitute Mortgage Loans as
of the date of substitution is less than the aggregate Stated Principal Balance
of all such Defective Mortgage Loans (after application of the principal portion
of the Monthly Payments due in the month of substitution) (the "Substitution
Adjustment Amount") plus an amount equal to the aggregate of any unreimbursed
Advances with respect to such Defective Mortgage Loans shall be deposited into
the Certificate Account by the Depositor on or before the Remittance Date for
the Distribution Date in the month succeeding the calendar month during which
the related Mortgage Loan is required to be purchased or replaced hereunder.
The Trustee shall retain or shall cause the Custodian to retain possession
and custody of each Mortgage File in accordance with and subject to the terms
and conditions set forth herein. The Servicer shall promptly deliver to the
Trustee, upon the execution or, in the case of documents requiring recording,
receipt thereof, the originals of such other documents or instruments
constituting the Mortgage File as come into the Servicer's possession from time
to time.
It is understood and agreed that the obligation of the Depositor to
substitute for or to purchase any Mortgage Loan which does not meet the
requirements of Section 2.01 shall constitute the sole remedy respecting such
defect available to the Trustee and any Certificateholder against the Depositor.
The Trustee or the Custodian, on behalf of the Trustee, shall be under no
duty or obligation (i) to inspect, review or examine any such documents,
instruments, certificates or other papers to determine that they are genuine,
enforceable, or appropriate for the represented purpose or that they are other
than what they purport to be on their face or (ii) to determine whether any
Mortgage File should include any of the documents specified in Section
2.01(b)(iv), (vi), (vii) and (viii).
Section 2.03 Representations, Warranties and Covenants of the Servicer.
The Servicer hereby makes the following representations and warranties to
the Depositor and the Trustee, as of the Closing Date:
(i)The Servicer is a national banking association duly organized,
validly existing, and in good standing under the federal laws of the
United States of America and has all licenses necessary to carry on
its business as now being conducted and is licensed, qualified and in
good standing in each of the states where a Mortgaged Property is
located if the laws of such state require licensing or qualification
in order to conduct business of the type conducted by the Servicer.
The Servicer has power and authority to execute and deliver this
Agreement and to perform in accordance herewith; the execution,
delivery and performance of this Agreement (including all instruments
of transfer to be delivered pursuant to this Agreement) by the
Servicer and the consummation of the transactions contemplated hereby
have been duly and validly authorized. This Agreement, assuming due
authorization, execution and delivery by the other parties hereto,
evidences the valid, binding and enforceable obligation of the
Servicer, subject to applicable law except as enforceability may be
limited by (A) bankruptcy, insolvency, liquidation, receivership,
moratorium, reorganization or other similar laws affecting the
enforcement of the rights of creditors and (B) general principles of
equity, whether enforcement is sought in a proceeding in equity or at
law. All requisite corporate action has been taken by the Servicer to
make this Agreement valid and binding upon the Servicer in accordance
with its terms.
(ii) No consent, approval, authorization or order is required for
the transactions contemplated by this Agreement from any court,
governmental agency or body, or federal or state regulatory authority
having jurisdiction over the Servicer is required or, if required,
such consent, approval, authorization or order has been or will, prior
to the Closing Date, be obtained.
(iii) The consummation of the transactions contemplated by this
Agreement are in the ordinary course of business of the Servicer and
will not result in the breach of any term or provision of the charter
or by-laws of the Servicer or result in the breach of any term or
provision of, or conflict with or constitute a default under or result
in the acceleration of any obligation under, any agreement, indenture
or loan or credit agreement or other instrument to which the Servicer
or its property is subject, or result in the violation of any law,
rule, regulation, order, judgment or decree to which the Servicer or
its property is subject.
(iv) There is no action, suit, proceeding or investigation
pending or, to the best knowledge of the Servicer, threatened against
the Servicer which, either individually or in the aggregate, would
result in any material adverse change in the business, operations,
financial condition, properties or assets of the Servicer, or in any
material impairment of the right or ability of the Servicer to carry
on its business substantially as now conducted or which would draw
into question the validity of this Agreement or the Mortgage Loans or
of any action taken or to be taken in connection with the obligations
of the Servicer contemplated herein, or which would materially impair
the ability of the Servicer to perform under the terms of this
Agreement.
The representations and warranties made pursuant to this Section 2.03 shall
survive delivery of the respective Mortgage Files to the Trustee for the benefit
of the Certificateholders.
Section 2.04 Representations and Warranties of the Depositor as to the
Mortgage Loans.
The Depositor hereby represents and warrants to the Trustee with respect to
the Mortgage Loans or each Mortgage Loan, as the case may be, as of the date
hereof or such other date set forth herein that as of the Closing Date:
(i) The information set forth in the Mortgage Loan Schedule is true
and correct in all material respects.
(ii) There are no delinquent taxes, ground rents, governmental
assessments, insurance premiums, leasehold payments, including assessments
payable in future installments or other outstanding charges affecting the
lien priority of the related Mortgaged Property.
(iii) The terms of the Mortgage Note and the Mortgage have not been
impaired, waived, altered or modified in any respect, except by written
instruments, recorded in the applicable public recording office if
necessary to maintain the lien priority of the Mortgage, and which have
been delivered to the Trustee; the substance of any such waiver, alteration
or modification has been approved by the insurer under the Primary Mortgage
Insurance Policy, if any, the title insurer, to the extent required by the
related policy, and is reflected on the Mortgage Loan Schedule. No
instrument of waiver, alteration or modification has been executed, and no
Mortgagor has been released, in whole or in part, except in connection with
an assumption agreement approved by the insurer under the Primary Mortgage
Insurance Policy, if any, the title insurer, to the extent required by the
policy, and which assumption agreement has been delivered to the Trustee.
(iv) The Mortgage Note and the Mortgage are not subject to any right
of rescission, set-off, counterclaim or defense, including the defense of
usury, nor will the operation of any of the terms of the Mortgage Note and
the Mortgage, or the exercise of any right thereunder, render either the
Mortgage Note or the Mortgage unenforceable, in whole or in part, or
subject to any right of rescission, set-off, counterclaim or defense,
including the defense of usury and no such right of rescission, set-off,
counterclaim or defense has been asserted with respect thereto.
(v) All buildings upon the Mortgaged Property are insured by an
insurer generally acceptable to prudent mortgage lending institutions
against loss by fire, hazards of extended coverage and such other hazards
as are customary in the area the Mortgaged Property is located, pursuant to
insurance policies conforming to the requirements of Customary Servicing
Procedures and this Agreement. All such insurance policies contain a
standard mortgagee clause naming the originator of the Mortgage Loan, its
successors and assigns as mortgagee and all premiums thereon have been
paid. If the Mortgaged Property is in an area identified on a flood hazard
map or flood insurance rate map issued by the Federal Emergency Management
Agency as having special flood hazards (and such flood insurance has been
made available), a flood insurance policy meeting the requirements of the
current guidelines of the Federal Insurance Administration is in effect
which policy conforms to the requirements of FNMA or FHLMC. The Mortgage
obligates the Mortgagor thereunder to maintain all such insurance at the
Mortgagor's cost and expense, and on the Mortgagor's failure to do so,
authorizes the holder of the Mortgage to maintain such insurance at
Mortgagor's cost and expense and to seek reimbursement therefor from the
Mortgagor.
(vi) Any and all requirements of any federal, state or local law
including, without limitation, usury, truth in lending, real estate
settlement procedures, consumer credit protections, equal credit
opportunity or disclosure laws applicable to the origination and servicing
of Mortgage Loan have been complied with.
(vii) The Mortgage has not been satisfied, canceled, subordinated or
rescinded, in whole or in part (other than as to Principal Prepayments in
full which may have been received prior to the Closing Date), and the
Mortgaged Property has not been released from the lien of the Mortgage, in
whole or in part, nor has any instrument been executed that would effect
any such satisfaction, cancellation, subordination, rescission or release.
(viii) The Mortgage is a valid, existing and enforceable first lien on
the Mortgaged Property, including all improvements on the Mortgaged
Property subject only to (A) the lien of current real property taxes and
assessments not yet due and payable, (B) covenants, conditions and
restrictions, rights of way, easements and other matters of the public
record as of the date of recording being acceptable to mortgage lending
institutions generally and specifically referred to in the lender's title
insurance policy delivered to the originator of the Mortgage Loan and which
do not adversely affect the Appraised Value of the Mortgaged Property, (C)
if the Mortgaged Property consists of Co-op Shares, any lien for amounts
due to the cooperative housing corporation for unpaid assessments or
charges or any lien of any assignment of rents or maintenance expenses
secured by the real property owned by the cooperative housing corporation,
and (D) other matters to which like properties are commonly subject which
do not materially interfere with the benefits of the security intended to
be provided by the Mortgage or the use, enjoyment, value or marketability
of the related Mortgaged Property. Any security agreement, chattel mortgage
or equivalent document related to and delivered in connection with the
Mortgage Loan establishes and creates a valid, existing and enforceable
first lien and first priority security interest on the property described
therein and the Depositor has the full right to sell and assign the same to
the Trustee.
(ix) The Mortgage Note and the related Mortgage are genuine and each
is the legal, valid and binding obligation of the maker thereof,
enforceable in accordance with its terms except as enforceability may be
limited by (A) bankruptcy, insolvency, liquidation, receivership,
moratorium, reorganization or other similar laws affecting the enforcement
of the rights of creditors and (B) general principles of equity, whether
enforcement is sought in a proceeding in equity or at law.
(x) All parties to the Mortgage Note and the Mortgage had legal
capacity to enter into the Mortgage Loan and to execute and deliver the
Mortgage Note and the Mortgage, and the Mortgage Note and the Mortgage have
been duly and properly executed by such parties.
(xi) The proceeds of the Mortgage Loan have been fully disbursed to or
for the account of the Mortgagor and there is no obligation for the
Mortgagee to advance additional funds thereunder and any and all
requirements as to completion of any on-site or off-site improvements and
as to disbursements of any escrow funds therefor have been complied with.
All costs fees and expenses incurred in making or closing the Mortgage Loan
and the recording of the Mortgage have been paid, and the Mortgagor is not
entitled to any refund of any amounts paid or due to the Mortgagee pursuant
to the Mortgage Note or Mortgage.
(xii) To the best of the Depositor's knowledge, all parties which have
had any interest in the Mortgage Loan, whether as mortgagee, assignee,
pledgee or otherwise, are (or, during the period in which they held and
disposed of such interest, were) in compliance with any and all applicable
"doing business" and licensing requirements of the laws of the state
wherein the Mortgaged Property is located.
(xiii) The Mortgage Loan is covered by an ALTA lender's title
insurance policy, acceptable to FNMA or FHLMC, issued by a title insurer
acceptable to FNMA or FHLMC and qualified to do business in the
jurisdiction where the Mortgaged Property is located, insuring (subject to
the exceptions contained in (viii)(A) and (B) above) the Seller, its
successors and assigns as to the first priority lien of the Mortgage in the
original principal amount of the Mortgage Loan. The Depositor is the sole
insured of such lender's title insurance policy, and such lender's title
insurance policy is in full force and effect and will be in full force and
effect upon the consummation of the transactions contemplated by this
Agreement. No claims have been made under such lender's title insurance
policy, and the Depositor has not done, by act or omission, anything which
would impair the coverage of such lender's title insurance policy.
(xiv) There is no default, breach, violation or event of acceleration
existing under the Mortgage or the Mortgage Note and no event which, with
the passage of time or with notice and the expiration of any grace or cure
period, would constitute a default, breach, violation or event of
acceleration, and the Seller has not waived any default, breach, violation
or event of acceleration.
(xv) As of the date of origination of the Mortgage Loan, there had
been no mechanics' or similar liens or claims filed for work, labor or
material (and no rights are outstanding that under law could give rise to
such lien) affecting the relating Mortgaged Property which are or may be
liens prior to, or equal or coordinate with, the lien of the related
Mortgage.
(xvi) All improvements which were considered in determining the
Appraised Value of the related Mortgaged Property lay wholly within the
boundaries and building restriction lines of the Mortgaged Property, and no
improvements on adjoining properties encroach upon the Mortgaged Property.
(xvii) The Mortgage Loan was originated by a commercial bank or
similar banking institution which is supervised and examined by a federal
or state authority, or by a mortgagee approved by the Secretary of HUD.
(xviii) Principal payments on the Mortgage Loan commenced no more than
sixty days after the proceeds of the Mortgaged Loan were disbursed. The
Mortgage Loans are 30-year fixed rate mortgage loans having an original
term to maturity of not more than 30 years, with interest payable in
arrears on the first day of the month. Each Mortgage Note requires a
monthly payment which is sufficient to fully amortize the original
principal balance over the original term thereof and to pay interest at the
related Mortgage Interest Rate. The Mortgage Note does not permit negative
amortization.
(xix) There is no proceeding pending or, to the Depositor's knowledge,
threatened for the total or partial condemnation of the Mortgaged Property
and such property is in good repair and is undamaged by waste, fire,
earthquake or earth movement, windstorm, flood, tornado or other casualty,
so as to affect adversely the value of the Mortgaged Property as security
for the Mortgage Loan or the use for which the premises were intended.
(xx) The Mortgage and related Mortgage Note contain customary and
enforceable provisions such as to render the rights and remedies of the
holder thereof adequate for the realization against the Mortgaged Property
of the benefits of the security provided thereby, including (A) in the case
of a Mortgage designated as a deed of trust, by trustee's sale, and (B)
otherwise by judicial foreclosure. To the best of the Depositor's
knowledge, following the date of origination of the Mortgage Loan, the
Mortgaged Property has not been subject to any bankruptcy proceeding or
foreclosure proceeding and the Mortgagor has not filed for protection under
applicable bankruptcy laws. There is no homestead or other exemption or
right available to the Mortgagor or any other person which would interfere
with the right to sell the Mortgaged Property at a trustee's sale or the
right to foreclose the Mortgage.
(xxi) The Mortgage Note and Mortgage are on forms
acceptable to FNMA or FHLMC.
(xxii) The Mortgage Note is not and has not been secured by
any collateral except the lien of the corresponding Mortgage on the
Mortgaged Property and the security interest of any applicable security
agreement or chattel mortgage referred to in (viii) above.
(xxiii) The Mortgage File contains an appraisal of the
related Mortgaged Property, in a form acceptable to FNMA or FHLMC and such
appraisal complies with the requirements of FIRREA, and was made and
signed, prior to the approval of the Mortgage Loan application, by a
Qualified Appraiser.
(xxiv) In the event the Mortgage constitutes a deed of trust,
a trustee, duly qualified under applicable law to serve as such, has been
properly designated and currently so serves, and no fees or expenses are
or will become payable by the Trustee to the trustee under the deed of
trust, except in connection with a trustee's sale after default by the
Mortgagor.
(xxv) No Mortgage Loan is a graduated payment mortgage loan,
no Mortgage Loan has a shared appreciation or other contingent interest
feature, and no Mortgage Loan contains any "buydown" provision.
(xxvi) The Mortgagor has received all disclosure materials
required by applicable law with respect to the making of mortgage loans of
the same type as the Mortgage Loan and rescission materials required by
applicable law if the Mortgage Loan is a Refinance Mortgage Loan.
(xxvii) Each Mortgage Loan with a Loan-to-Value Ratio at
origination in excess of 80% will be subject to a Primary Mortgage
Insurance Policy, issued by an insurer acceptable to FNMA or FHLMC, which
insures that portion of the Mortgage Loan in excess of the portion of the
Appraised Value of the Mortgaged Property required by FNMA. All provisions
of such Primary Mortgage Insurance Policy have been and are being complied
with, such policy is in full force and effect, and all premiums due
thereunder have been paid. Any Mortgage subject to any such Primary
Mortgage Insurance Policy obligates the Mortgagor thereunder to maintain
such insurance and to pay all premiums and charges in connection therewith
at least until Loan-to-Value Ratio of such Mortgage Loan is reduced to
less than 80%. The Mortgage Interest Rate for the Mortgage Loan does not
include any such insurance premium.
(xxviii) To the best of the Depositor's knowledge as of the date
of origination of the Mortgage Loan, (A) the Mortgaged Property is
lawfully occupied under applicable law, (B) all inspections, licenses and
certificates required to be made or issued with respect to all occupied
portions of the Mortgaged Property and, with respect to the use and
occupancy of the same, including but not limited to certificates
of occupancy, have been made or obtained from the appropriate
authorities and (C) no improvement located on or part of the Mortgaged
Property is in violation of any zoning law or regulation.
(xxix) The Assignment of Mortgage (except with respect to any
Mortgage that has been recorded in the name of MERS or its designee) is in
recordable form and is acceptable for recording under the laws of the
jurisdiction in which the Mortgaged Property is located.
(xxx) All payments required to be made prior to the Cut-Off
Date for such Mortgage Loan under the terms of the Mortgage Note have been
made and no Mortgage Loan has been more than 30 days delinquent more than
once in the twelve month period immediately prior to the Cut-Off Date.
(xxxi) With respect to each Mortgage Loan, the Depositor or
Servicer is in possession of a complete Mortgage File except for the
documents which have been delivered to the Trustee or which have been
submitted for recording and not yet returned.
(xxxii) Immediately prior to the transfer and assignment
contemplated herein, the Depositor was the sole owner and holder of the
Mortgage Loans. The Mortgage Loans were not assigned or pledged by the
Depositor and the Depositor had good and marketable title thereto, and the
Depositor had full right to transfer and sell the Mortgage Loans to the
Trustee free and clear of any encumbrance, participation interest, lien,
equity, pledge, claim or security interest and had full right and
authority subject to no interest or participation in, or agreement with
any other party to sell or otherwise transfer the Mortgage Loans.
(xxxiii) Any future advances made prior to the Cut-Off Date have
been consolidated with the outstanding principal amount secured by the
Mortgage, and the secured principal amount, as consolidated, bears a
single interest rate and single repayment term. The lien of the Mortgage
securing the consolidated principal amount is expressly insured as
having first lien priority by a title insurance policy, an endorsement to
the policy insuring the mortgagee's consolidated interest or by
other title evidence acceptable to FNMA and FHLMC. The consolidated
principal amount does not exceed the original principal amount of the
Mortgage Loan.
(xxxiv) The Mortgage Loan was underwritten in accordance with the
applicable Underwriting Guidelines in effect at the time of origination
with exceptions thereto exercised in a reasonable manner.
(xxxv) If the Mortgage Loan is secured by a long-term
residential lease, (1) the lessor under the lease holds a fee simple
interest in the land; (2) the terms of such lease expressly permit the
mortgaging of the leasehold estate, the assignment of the lease without
the lessor's consent and the acquisition by the holder of the Mortgage of
the rights of the lessee upon foreclosure or assignment in lieu of
foreclosure or provide the holder of the Mortgage with substantially
similar protections; (3) the terms of such lease do not (a) allow the
termination thereof upon the lessee's default without the holder of the
Mortgage being entitled to receive written notice of, and opportunity to
cure, such default, (b) allow the termination of the lease in the event of
damage or destruction as long as the Mortgage is in existence, (c)
prohibit the holder of the Mortgage from being insured (or receiving
proceeds of insurance) under the hazard insurance policy or policies
relating to the Mortgaged Property or (d) permit any increase in the rent
other than pre-established increases set forth in the lease; (4) the
original term of such lease in not less than 15 years; (5) the term of
such lease does not terminate earlier than five years after the maturity
date of the Mortgage Note; and (6) the Mortgaged Property is located in a
jurisdiction in which the use of leasehold estates in transferring
ownership in residential properties is a widely accepted practice.
(xxxvi) The Mortgaged Property is located in the state
identified in the Mortgage Loan Schedule and consists of a parcel of real
property with a detached single family residence erected thereon, or a
two- to four-family dwelling, or an individual condominium unit, or an
individual unit in a planned unit development, or, in the case of Mortgage
Loans secured by Co-op Shares, leases or occupancy agreements; provided,
however, that any condominium project or planned unit development
generally conforms with the applicable Underwriting Guidelines
regarding such dwellings, and no residence or dwelling is a mobile home or
a manufactured dwelling.
(xxxvii) The Depositor used no adverse selection procedures in
selecting the Mortgage Loan for inclusion in the Trust Estate.
(xxxviii)Each Mortgage Loan is a "qualified mortgage" within
Section 860G(a)(3) of the Code.
(xxxix) With respect to each Mortgage where a lost note affidavit
has been delivered to the Trustee in place of the related Mortgage Note,
the related Mortgage Note is no longer in existence.
Notwithstanding the foregoing, no representations or warranties are made by
the Depositor as to the environmental condition of any Mortgaged Property; the
absence, presence or effect of hazardous wastes or hazardous substances on any
Mortgaged Property; any casualty resulting from the presence or effect of
hazardous wastes or hazardous substances on, near or emanating from any
Mortgaged Property; the impact on Certificateholders of any environmental
condition or presence of any hazardous substance on or near any Mortgaged
Property; or the compliance of any Mortgaged Property with any environmental
laws, nor is any agent, Person or entity otherwise affiliated with the Depositor
authorized or able to make any such representation, warranty or assumption of
liability relative to any Mortgaged Property. In addition, no representations or
warranties are made by the Depositor with respect to the absence or effect of
fraud in the origination of any Mortgage Loan.
It is understood and agreed that the representations and warranties set
forth in this Section 2.04 shall survive delivery of the respective Mortgage
Files to the Trustee or the Custodian and shall inure to the benefit of the
Trustee, notwithstanding any restrictive or qualified endorsement or assignment.
Upon discovery by either the Depositor, the Servicer, the Trustee or the
Custodian that any of the representations and warranties set forth in this
Section 2.04 is not accurate (referred to herein as a "breach") and that such
breach materially and adversely affects the interests of the Certificateholders
in the related Mortgage Loan, the party discovering such breach shall give
prompt written notice to the other parties (any Custodian being so obligated
under a Custodial Agreement); provided that any such breach that causes the
Mortgage Loan not to be a "qualified mortgage" within the meaning of Section
860G(a)(3) of the Code shall be deemed to materially and adversely affect the
interests of the Certificateholders. Within 90 days of its discovery or its
receipt of notice of any such breach, the Depositor shall cure such breach in
all material respects or shall either (i) repurchase the Mortgage Loan or any
property acquired in respect thereof from the Trustee at a price equal to the
Repurchase Price or (ii) if within two years of the Closing Date, substitute for
such Mortgage Loan in the manner described in Section 2.02; provided that if the
breach would cause the Mortgage Loan to be other than a "qualified mortgage" as
defined in Section 860G(a)(3) of the Code, any such repurchase or substitution
must occur within 90 days from the date the breach was discovered. The
Repurchase Price of any repurchase described in this paragraph and the
Substitution Adjustment Amount, if any, shall be deposited in the Certificate
Account. It is understood and agreed that the obligation of the Depositor to
repurchase or substitute for any Mortgage Loan or Mortgaged Property as to which
such a breach has occurred and is continuing shall constitute the sole remedy
respecting such breach available to Certificateholders, or to the Trustee on
behalf of Certificateholders, and such obligation shall survive until
termination of the Trust hereunder.
Section 2.05 Designation of Interests in the REMIC. The Depositor hereby
designates the Classes of Class A Certificates (other than the Class A-R
Certificate) and the Classes of Class B Certificates as classes of "regular
interests" and the Class A-R Certificate as the single class of "residual
interest" in the REMIC for the purposes of Code Sections 860G(a)(1) and
860G(a)(2), respectively.
Section 2.06 Designation of Start-up Day. The Closing Date is hereby
designated as the "start-up day" of the REMIC within the meaning of Section
860G(a)(9) of the Code.
Section 2.07 REMIC Certificate Maturity Date. Solely for purposes of
satisfying Section 1.860G-1(a)(4)(iii) of the Treasury Regulations, the "latest
possible maturity date" of the regular interests in the REMIC is March 25, 2031.
Section 2.08 Execution and Delivery of Certificates. The Trustee has
executed and delivered to or upon the order of the Depositor, in exchange for
the Mortgage Loans together with all other assets included in the definition of
"Trust Estate," receipt of which is hereby acknowledged, Certificates in
authorized denominations which evidence ownership of the entire Trust Estate.
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Servicer to Service Mortgage Loans. For and on behalf of the
Certificateholders, the Servicer shall service and administer the Mortgage
Loans, all in accordance with the terms of this Agreement, Customary Servicing
Procedures, applicable law and the terms of the Mortgage Notes and Mortgages. In
connection with such servicing and administration, the Servicer shall have full
power and authority, acting alone and/or through Subservicers as provided in
Section 3.02, to do or cause to be done any and all things that it may deem
necessary or desirable in connection with such servicing and administration
including, but not limited to, the power and authority, subject to the terms
hereof, (a) to execute and deliver, on behalf of the Certificateholders and the
Trustee, customary consents or waivers and other instruments and documents, (b)
to consent, with respect to the Mortgage Loans it services, to transfers of any
Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages
(but only in the manner provided in this Agreement), (c) to collect any
Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans
it services, and (d) to effectuate foreclosure or other conversion of the
ownership of the Mortgaged Property securing any Mortgage Loan it services. The
Servicer shall represent and protect the interests of the Trust in the same
manner as it protects its own interests in mortgage loans in its own portfolio
in any claim, proceeding or litigation regarding a Mortgage Loan and shall not
make or permit any modification, waiver or amendment of any term of any Mortgage
Loan, except as provided pursuant to Section 3.21. Without limiting the
generality of the foregoing, the Servicer, in its own name or in the name of any
Subservicer or the Depositor and the Trustee, is hereby authorized and empowered
by the Depositor and the Trustee, when the Servicer or any Subservicer, as the
case may be, believes it appropriate in its reasonable judgment, to execute and
deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any
of them, any and all instruments of satisfaction or cancellation, or of partial
or full release or discharge, and all other comparable instruments, with respect
to the Mortgage Loans it services, and with respect to the related Mortgaged
Properties held for the benefit of the Certificateholders. The Servicer shall
prepare and deliver to the Depositor and/or the Trustee such documents requiring
execution and delivery by either or both of them as are necessary or appropriate
to enable the Servicer to service and administer the Mortgage Loans it services
to the extent that the Servicer is not permitted to execute and deliver such
documents pursuant to the preceding sentence. Upon receipt of such documents,
the Depositor and/or the Trustee, upon the direction of the Servicer, shall
promptly execute such documents and deliver them to the Servicer.
In accordance with the standards of the preceding paragraph, the Servicer
shall advance or cause to be advanced funds as necessary for the purpose of
effecting the payment of taxes and assessments on the Mortgaged Properties
relating to the Mortgage Loans it services, which Servicing Advances shall be
reimbursable in the first instance from related collections from the Mortgagors
pursuant to Section 3.09, and further as provided in Section 3.11. The costs
incurred by the Servicer, if any, in effecting the timely payments of taxes and
assessments on the Mortgaged Properties and related insurance premiums shall
not, for the purpose of calculating monthly distributions to the
Certificateholders, be added to the Stated Principal Balances of the related
Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit.
The relationship of the Servicer (and of any successor to the Servicer as
servicer under this Agreement) to the Trustee under this Agreement is intended
by the parties to be that of an independent contractor and not that of a joint
venturer, partner or agent.
Section 3.02 Subservicing; Enforcement of the Obligations of Servicer.
(a) The Servicer may arrange for the subservicing of any Mortgage Loan it
services by a Subservicer pursuant to a Subservicing Agreement; provided,
however, that such subservicing arrangement and the terms of the related
Subservicing Agreement must provide for the servicing of such Mortgage Loan in a
manner consistent with the servicing arrangements contemplated hereunder.
Notwithstanding the provisions of any Subservicing Agreement, any of the
provisions of this Agreement relating to agreements or arrangements between the
Servicer and a Subservicer or reference to actions taken through a Subservicer
or otherwise, the Servicer shall remain obligated and liable to the Depositor,
the Trustee and the Certificateholders for the servicing and administration of
the Mortgage Loans it services in accordance with the provisions of this
Agreement without diminution of such obligation or liability by virtue of such
Subservicing Agreements or arrangements or by virtue of indemnification from the
Subservicer and to the same extent and under the same terms and conditions as if
the Servicer alone were servicing and administering those Mortgage Loans. All
actions of each Subservicer performed pursuant to the related Subservicing
Agreement shall be performed as agent of the Servicer with the same force and
effect as if performed directly by the Servicer.
(b) For purposes of this Agreement, the Servicer shall be deemed to have
received any collections, recoveries or payments with respect to the Mortgage
Loans it services that are received by a Subservicer regardless of whether such
payments are remitted by the Subservicer to the Servicer.
(c) As part of its servicing activities hereunder, the Servicer, for the
benefit of the Trustee and the Certificateholders, shall use its best reasonable
efforts to enforce the obligations of each Subservicer engaged by the Servicer
under the related Subservicing Agreement, to the extent that the non-performance
of any such obligation would have a material and adverse effect on a Mortgage
Loan. Such enforcement, including, without limitation, the legal prosecution of
claims, termination of Subservicing Agreements and the pursuit of other
appropriate remedies, shall be in such form and carried out to such an extent
and at such time as the Servicer, in its good faith business judgment, would
require were it the owner of the related Mortgage Loans. The Servicer shall pay
the costs of such enforcement at its own expense, and shall be reimbursed
therefor only (i) from a general recovery resulting from such enforcement to the
extent, if any, that such recovery exceeds all amounts due in respect of the
related Mortgage Loan or (ii) from a specific recovery of costs, expenses or
attorneys fees against the party against whom such enforcement is directed.
(d) Any Subservicing Agreement entered into by the Servicer shall provide
that it may be assumed or terminated by the Trustee, if the Trustee has assumed
the duties of the Servicer, or any successor Servicer, at the Trustee's or
successor Servicer's option, as applicable, without cost or obligation to the
assuming or terminating party or the Trust Estate, upon the assumption by such
party of the obligations of the Servicer pursuant to Section 8.05.
Any Subservicing Agreement, and any other transactions or services relating
to the Mortgage Loans involving a Subservicer, shall be deemed to be between the
Servicer and such Subservicer alone, and the Trustee and the Certificateholders
shall not be deemed parties thereto and shall have no claims or rights of action
against, rights, obligations, duties or liabilities to or with respect to the
Subservicer or its officers, directors or employees, except as set forth in
Section 3.01.
Section 3.03 Fidelity Bond; Errors and Omissions Insurance.
The Servicer shall maintain, at its own expense, a blanket fidelity bond
and an errors and omissions insurance policy, with broad coverage on all
officers, employees or other persons acting in any capacity requiring such
persons to handle funds, money, documents or papers relating to the Mortgage
Loans it services. These policies must insure the Servicer against losses
resulting from dishonest or fraudulent acts committed by the Servicer's
personnel, any employees of outside firms that provide data processing services
for the Servicer, and temporary contract employees or student interns. Such
fidelity bond shall also protect and insure the Servicer against losses in
connection with the release or satisfaction of a Mortgage Loan without having
obtained payment in full of the indebtedness secured thereby. No provision of
this Section 3.03 requiring such fidelity bond and errors and omissions
insurance shall diminish or relieve the Servicer from its duties and obligations
as set forth in this Agreement. The minimum coverage under any such bond and
insurance policy shall be at least equal to the corresponding amounts required
by FNMA in the FNMA Servicing Guide or by FHLMC in the FHLMC Sellers' &
Servicers' Guide, as amended or restated from time to time, or in an amount as
may be permitted to the Servicer by express waiver of FNMA or FHLMC.
Section 3.04 Access to Certain Documentation.
The Servicer shall provide to the OTS and the FDIC and to comparable
regulatory authorities supervising Holders of Subordinate Certificates and the
examiners and supervisory agents of the OTS, the FDIC and such other
authorities, access to the documentation required by applicable regulations of
the OTS and the FDIC with respect to the Mortgage Loans. Such access shall be
afforded without charge, but only upon reasonable and prior written request and
during normal business hours at the offices designated by the Servicer. Nothing
in this Section 3.04 shall limit the obligation of the Servicer to observe any
applicable law and the failure of the Servicer to provide access as provided in
this Section 3.04 as a result of such obligation shall not constitute a breach
of this Section 3.04.
Section 3.05 Maintenance of Primary Mortgage Insurance Policy; Claims.
With respect to each Mortgage Loan with a Loan-to-Value Ratio in excess of
80% or such other Loan-to-Value Ratio as may be required by law, the Servicer
responsible for servicing such Mortgage Loan shall, without any cost to the
Trust Estate, maintain or cause the Mortgagor to maintain in full force and
effect a Primary Insurance Policy insuring that portion of the Mortgage Loan in
excess of a percentage in conformity with FNMA requirements. The Servicer shall
pay or shall cause the Mortgagor to pay the premium thereon on a timely basis,
at least until the Loan-to-Value Ratio of such Mortgage Loan is reduced to 80%
or such other Loan-to-Value Ratio as may be required by law. If such Primary
Insurance Policy is terminated, the Servicer shall obtain from another insurer a
comparable replacement policy, with a total coverage equal to the remaining
coverage of such terminated Primary Insurance Policy. If the insurer shall cease
to be an insurer acceptable to FNMA, the Servicer shall notify the Trustee in
writing, it being understood that the Servicer shall not have any responsibility
or liability for any failure to recover under the Primary Insurance Policy for
such reason. If the Servicer determines that recoveries under the Primary
Insurance Policy are jeopardized by the financial condition of the insurer, the
Servicer shall obtain from another insurer which meets the requirements of this
Section 3.05 a replacement insurance policy. The Servicer shall not take any
action that would result in noncoverage under any applicable Primary Insurance
Policy of any loss that, but for the actions of the Servicer, would have been
covered thereunder. In connection with any assumption or substitution agreement
entered into or to be entered into pursuant to Section 3.13, the Servicer shall
promptly notify the insurer under the related Primary Insurance Policy, if any,
of such assumption or substitution of liability in accordance with the terms of
such Primary Insurance Policy and shall take all actions which may be required
by such insurer as a condition to the continuation of coverage under such
Primary Insurance Policy. If such Primary Insurance Policy is terminated as a
result of such assumption or substitution of liability, the Servicer shall
obtain a replacement Primary Insurance Policy as provided above.
In connection with its activities as servicer, the Servicer agrees to
prepare and present, on behalf of itself, the Trustee and the
Certificateholders, claims to the insurer under any Primary Insurance Policy in
a timely fashion in accordance with the terms of such Primary Insurance Policy
and, in this regard, to take such action as shall be necessary to permit
recovery under any Primary Insurance Policy respecting a defaulted Mortgage
Loan. Pursuant to Section 3.09(a), any amounts collected by the Servicer under
any Primary Insurance Policy shall be deposited in the related Escrow Account,
subject to withdrawal pursuant to Section 3.09(b).
The Servicer will comply with all provisions of applicable state and
federal law relating to the cancellation of, or collection of premiums with
respect to, Primary Mortgage Insurance, including, but not limited to, the
provisions of the Homeowners Protection Act of 1998, and all regulations
promulgated thereunder, as amended from time to time.
Section 3.06 Rights of the Depositor and the Trustee in Respect of the
Servicer.
The Depositor may, but is not obligated to, enforce the obligations of the
Servicer hereunder and may, but is not obligated to, perform, or cause a
designee to perform, any defaulted obligation of the Servicer hereunder and in
connection with any such defaulted obligation to exercise the related rights of
the Servicer hereunder; provided that the Servicer shall not be relieved of any
of its obligations hereunder by virtue of such performance by the Depositor or
its designee. Neither the Trustee nor the Depositor shall have any
responsibility or liability for any action or failure to act by the Servicer nor
shall the Trustee or the Depositor be obligated to supervise the performance of
the Servicer hereunder or otherwise.
Any Subservicing Agreement that may be entered into and any transactions or
services relating to the Mortgage Loans involving a Subservicer in its capacity
as such shall be deemed to be between the Subservicer and the Servicer alone,
and the Trustee and Certificateholders shall not be deemed parties thereto and
shall have no claims, rights, obligations, duties or liabilities with respect to
the Subservicer except as set forth in Section 3.07. The Servicer shall be
solely liable for all fees owed by it to any Subservicer, irrespective of
whether the Servicer's compensation pursuant to this Agreement is sufficient to
pay such fees.
Section 3.07 Trustee to Act as Servicer.
If the Servicer shall for any reason no longer be the Servicer hereunder
(including by reason of an Event of Default), the Trustee shall thereupon
assume, if it so elects, or shall appoint a successor Servicer to assume, all of
the rights and obligations of the Servicer hereunder arising thereafter (except
that the Trustee shall not be (a) liable for losses of the Servicer pursuant to
Section 3.12 or any acts or omissions of the predecessor Servicer hereunder, (b)
obligated to make Advances if it is prohibited from doing so by applicable law
or (c) deemed to have made any representations and warranties of the Servicer
hereunder). Any such assumption shall be subject to Section 7.02. If the
Servicer shall for any reason no longer be the Servicer (including by reason of
any Event of Default), the Trustee or the successor Servicer may elect to
succeed to any rights and obligations of the Servicer under each Subservicing
Agreement or may terminate each Subservicing Agreement. If it has elected to
assume the Subservicing Agreement, the Trustee or the successor Servicer shall
be deemed to have assumed all of the Servicer's interest therein and to have
replaced the Servicer as a party to any Subservicing Agreement entered into by
the Servicer as contemplated by Section 3.02 to the same extent as if the
Subservicing Agreement had been assigned to the assuming party except that the
Servicer shall not be relieved of any liability or obligations under any such
Subservicing Agreement.
The Servicer that is no longer the Servicer hereunder shall, upon request
of the Trustee, but at the expense of the Servicer, deliver to the assuming
party all documents and records relating to each Subservicing Agreement or
substitute servicing agreement and the Mortgage Loans then being serviced
thereunder and an accounting of amounts collected or held by it and otherwise
use its best efforts to effect the orderly and efficient transfer of such
substitute Subservicing Agreement to the assuming party.
Section 3.08 Collection of Mortgage Loan Payments; Servicer Custodial
Account; and Certificate Account.
(a) Continuously from the date hereof until the principal and interest on
all Mortgage Loans are paid in full, the Servicer will proceed diligently, in
accordance with this Agreement, to collect all payments due under each of the
Mortgage Loans it services when the same shall become due and payable. Further,
the Servicer will in accordance with all applicable law and Customary Servicing
Procedures ascertain and estimate taxes, assessments, fire and hazard insurance
premiums, mortgage insurance premiums and all other charges with respect to the
Mortgage Loans it services that, as provided in any Mortgage, will become due
and payable to the end that the installments payable by the Mortgagors will be
sufficient to pay such charges as and when they become due and payable.
Consistent with the foregoing, the Servicer may in its discretion (i) waive any
late payment charge or any prepayment charge or penalty interest in connection
with the prepayment of a Mortgage Loan it services and (ii) extend the due dates
for payments due on a Mortgage Note for a period not greater than 120 days;
provided, however, that the Servicer cannot extend the maturity of any such
Mortgage Loan past the date on which the final payment is due on the latest
maturing Mortgage Loan as of the Cut-Off Date. In the event of any such
arrangement, the Servicer shall make Periodic Advances on the related Mortgage
Loan in accordance with the provisions of Section 3.20 during the scheduled
period in accordance with the amortization schedule of such Mortgage Loan
without modification thereof by reason of such arrangements. The Servicer shall
not be required to institute or join in litigation with respect to collection of
any payment (whether under a Mortgage, Mortgage Note or otherwise or against any
public or governmental authority with respect to a taking or condemnation) if it
reasonably believes that enforcing the provision of the Mortgage or other
instrument pursuant to which such payment is required is prohibited by
applicable law.
(b) The Servicer shall establish and maintain the Servicer Custodial
Account. The Servicer shall deposit or cause to be deposited into the Servicer
Custodial Account, all on a daily basis within one Business Day of receipt,
except as otherwise specifically provided herein, the following payments and
collections remitted by Subservicers or received by the Servicer in respect of
the Mortgage Loans subsequent to the Cut-Off Date (other than in respect of
principal and interest due on the Mortgage Loans on or before the Cut-Off Date)
and the following amounts required to be deposited hereunder with respect to the
Mortgage Loans it services:
(i) all payments on account of principal of the Mortgage Loans,
including Principal Prepayments;
(ii) all payments on account of interest on the Mortgage Loans, net of
the Servicing Fee;
(iii) (A) all Insurance Proceeds and Liquidation Proceeds, other than
Insurance Proceeds to be (1) applied to the restoration or repair of the
Mortgaged Property, (2) released to the Mortgagor in accordance with
Customary Servicing Procedures or (3) required to be deposited to an Escrow
Account pursuant to Section 3.09(a) and (B) any Insurance Proceeds released
from an Escrow Account pursuant to Section 3.09(b)(iv);
(iv) any amount required to be deposited by the Servicer pursuant to
Section 3.08(d) in connection with any losses on Permitted Investments with
respect to the Servicer Custodial Account;
(v) any amounts required to be deposited by the Servicer pursuant to
Section 3.14;
(vi) all Repurchase Prices and all Substitution Adjustment Amounts
received by the Servicer;
(vii) Periodic Advances made by the Servicer pursuant to Section 3.20
and any payments of Compensating Interest; and
(viii) any other amounts required to be deposited hereunder.
The foregoing requirements for deposits to the Servicer Custodial Account
by the Servicer shall be exclusive, it being understood and agreed that, without
limiting the generality of the foregoing, payments in the nature of prepayment
penalties, late payment charges or assumption fees, if collected, need not be
deposited by the Servicer. If the Servicer shall deposit in the Servicer
Custodial Account any amount not required to be deposited, it may at any time
withdraw or direct the institution maintaining the Servicer Custodial Account to
withdraw such amount from the Servicer Custodial Account, any provision herein
to the contrary notwithstanding. The Servicer Custodial Account may contain
funds that belong to one or more trust funds created for mortgage pass-through
certificates of other series and may contain other funds respecting payments on
mortgage loans belonging to the Servicer or serviced by the Servicer on behalf
of others. Notwithstanding such commingling of funds, the Servicer shall keep
records that accurately reflect the funds on deposit in the Servicer Custodial
Account that have been identified by it as being attributable to the Mortgage
Loans it services. The Servicer shall maintain adequate records with respect to
all withdrawals made pursuant to this Section 3.08. All funds required to be
deposited in the Servicer Custodial Account shall be held in trust for the
Certificateholders until withdrawn in accordance with Section 3.11.
(c) The Trustee shall establish and maintain, on behalf of the
Certificateholders, the Certificate Account. The Trustee shall, promptly upon
receipt, deposit in the Certificate Account and retain therein the following:
(i)the aggregate amount remitted by the Servicer to the Trustee
pursuant to Section 3.11(a)(viii);
(ii) any amount paid by the Trustee pursuant to Section 3.08(d) in
connection with any losses on Permitted Investments with respect to the
Certificate Account; and
(iii) any other amounts deposited hereunder which are required to be
deposited in the Certificate Account.
If the Servicer shall remit any amount not required to be remitted, it may
at any time direct the Trustee to withdraw such amount from the Certificate
Account, any provision herein to the contrary notwithstanding. Such direction
may be accomplished by delivering an Officer's Certificate to the Trustee which
describes the amounts deposited in error in the Certificate Account. All funds
required to be deposited in the Certificate Account shall be held by the Trustee
in trust for the Certificateholders until disbursed in accordance with this
Agreement or withdrawn in accordance with Section 3.11. In no event shall the
Trustee incur liability for withdrawals from the Certificate Account at the
direction of a the Servicer.
(d) Each institution at which the Servicer Custodial Account or the
Certificate Account is maintained shall invest the funds therein as directed in
writing by the Servicer in Permitted Investments, which shall mature not later
than (i) in the case of the Servicer Custodial Account, the Business Day next
preceding the related Remittance Date (except that if such Permitted Investment
is an obligation of the institution that maintains such account, then such
Permitted Investment shall mature not later than such Remittance Date) and (ii)
in the case of the Certificate Account, the Business Day next preceding the
Distribution Date (except that if such Permitted Investment is an obligation of
the institution that maintains such account, then such Permitted Investment
shall mature not later than such Distribution Date) and, in each case, shall not
be sold or disposed of prior to its maturity. All such Permitted Investments
shall be made in the name of the Trustee, for the benefit of the
Certificateholders. All income or gain (net of any losses) realized from any
such investment of funds on deposit in the Servicer Custodial Account shall be
for the benefit of the Servicer as servicing compensation and shall be retained
by it monthly as provided herein. All income or gain (net of any losses)
realized from any such investment of funds on deposit in the Certificate Account
shall be for the benefit of the Trustee as additional compensation and shall be
retained by it monthly as provided herein. The amount of any losses realized in
the Servicer Custodial Account or the Certificate Account incurred in any such
account in respect of any such investments shall promptly be deposited by the
Servicer in the Servicer Custodial Account or by the Trustee in the Certificate
Account, as applicable.
(e) The Servicer shall give notice to the Trustee of any proposed change of
the location of the Servicer Custodial Account maintained by the Servicer not
later than 30 days and not more than 45 days prior to any change thereof. The
Trustee shall give notice to the Servicer, each Rating Agency and the Depositor
of any proposed change of the location of the Certificate Account not later than
30 days and not more than 45 days prior to any change thereof. The creation of
the Servicer Custodial Account shall be evidenced by a certification
substantially in the form of Exhibit F hereto. A copy of such certification
shall be furnished to the Trustee.
Section 3.09 Collection of Taxes, Assessments and Similar Items; Escrow
Accounts.
(a) To the extent required by the related Mortgage Note and not violative
of current law, the Servicer shall segregate and hold all funds collected and
received pursuant to each Mortgage Loan which constitute Escrow Payments in
trust separate and apart from any of its own funds and general assets and for
such purpose shall establish and maintain one or more escrow accounts
(collectively, the "Escrow Account"), titled "[Insert name of Servicer], in
trust for registered holders of Bank of America Mortgage Securities, Inc.
Mortgage Pass-Through Certificates, Series 2001-2 and various Mortgagors." The
Escrow Account shall be established with a commercial bank, a savings bank or a
savings and loan association that meets the guidelines set forth by FNMA or
FHLMC as an eligible institution for escrow accounts and which is a member of
the Automated Clearing House. In any case, the Escrow Account shall be insured
by the FDIC to the fullest extent permitted by law. The Servicer shall deposit
in the appropriate Escrow Account on a daily basis, and retain therein: (i) all
Escrow Payments collected on account of the Mortgage Loans, (ii) all amounts
representing proceeds of any hazard insurance policy which are to be applied to
the restoration or repair of any related Mortgaged Property and (iii) all
amounts representing proceeds of any Primary Insurance Policy. Nothing herein
shall require the Servicer to compel a Mortgagor to establish an Escrow Account
in violation of applicable law.
(b) Withdrawals of amounts so collected from the Escrow Accounts may be
made by the Servicer only (i) to effect timely payment of taxes, assessments,
mortgage insurance premiums, fire and hazard insurance premiums, condominium or
PUD association dues, or comparable items constituting Escrow Payments for the
related Mortgage, (ii) to reimburse the Servicer out of related Escrow Payments
made with respect to a Mortgage Loan for any Servicing Advance made by the
Servicer pursuant to Section 3.09(c) with respect to such Mortgage Loan, (iii)
to refund to any Mortgagor any sums determined to be overages, (iv) for transfer
to the Servicer Custodial Account upon default of a Mortgagor or in accordance
with the terms of the related Mortgage Loan and if permitted by applicable law,
(v) for application to restore or repair the Mortgaged Property, (vi) to pay to
the Mortgagor, to the extent required by law, any interest paid on the funds
deposited in the Escrow Account, (vii) to pay to itself any interest earned on
funds deposited in the Escrow Account (and not required to be paid to the
Mortgagor), (viii) to the extent permitted under the terms of the related
Mortgage Note and applicable law, to pay late fees with respect to any Monthly
Payment which is received after the applicable grace period, (ix) to withdraw
suspense payments that are deposited into the Escrow Account, (x) to withdraw
any amounts inadvertently deposited in the Escrow Account or (xi) to clear and
terminate the Escrow Account upon the termination of this Agreement in
accordance with Section 10.01. Any Escrow Account shall not be a part of the
Trust Estate.
(c) With respect to each Mortgage Loan, the Servicer shall maintain
accurate records reflecting the status of taxes, assessments and other charges
which are or may become a lien upon the Mortgaged Property and the status of
Primary Insurance Policy premiums and fire and hazard insurance coverage. The
Servicer shall obtain, from time to time, all bills for the payment of such
charges (including renewal premiums) and shall effect payment thereof prior to
the applicable penalty or termination date and at a time appropriate for
securing maximum discounts allowable, employing for such purpose deposits of the
Mortgagor in the Escrow Account, if any, which shall have been estimated and
accumulated by the Servicer in amounts sufficient for such purposes, as allowed
under the terms of the Mortgage. To the extent that a Mortgage does not provide
for Escrow Payments, the Servicer shall determine that any such payments are
made by the Mortgagor. The Servicer assumes full responsibility for the timely
payment of all such bills and shall effect timely payments of all such bills
irrespective of each Mortgagor's faithful performance in the payment of same or
the making of the Escrow Payments. The Servicer shall advance any such payments
that are not timely paid, but the Servicer shall be required so to advance only
to the extent that such Servicing Advances, in the good faith judgment of the
Servicer, will be recoverable by the Servicer out of Insurance Proceeds,
Liquidation Proceeds or otherwise.
Section 3.10 Access to Certain Documentation and Information Regarding the
Mortgage Loans.
The Servicer shall afford the Trustee reasonable access to all records and
documentation regarding the Mortgage Loans and all accounts, insurance
information and other matters relating to this Agreement, such access being
afforded without charge, but only upon reasonable request and during normal
business hours at the office designated by the Servicer.
Upon reasonable advance notice in writing, the Servicer will provide to
each Certificateholder which is a savings and loan association, bank or
insurance company certain reports and reasonable access to information and
documentation regarding the Mortgage Loans sufficient to permit such
Certificateholder to comply with applicable regulations of the OTS or other
regulatory authorities with respect to investment in the Certificates; provided
that the Servicer shall be entitled to be reimbursed by each such
Certificateholder for actual expenses incurred by the Servicer in providing such
reports and access.
Section 3.11 Permitted Withdrawals from the Servicer Custodial Account and
Certificate Account.
(a) The Servicer may from time to time make withdrawals from the Servicer
Custodial Account, for the following purposes:
(i) to pay to the Servicer (to the extent not previously retained),
the servicing compensation to which it is entitled pursuant to Section
3.17, and to pay to the Servicer, as additional servicing compensation,
earnings on or investment income with respect to funds in or credited to
the Servicer Custodial Account;
(ii) to reimburse the Servicer for unreimbursed Advances made by it,
such right of reimbursement pursuant to this clause (ii) being limited to
amounts received on the Mortgage Loan(s) in respect of which any such
Advance was made;
(iii) to reimburse the Servicer for any Nonrecoverable Advance
previously made;
(iv) to reimburse the Servicer for Insured Expenses from the related
Insurance Proceeds;
(v) to pay to the purchaser, with respect to each Mortgage Loan or REO
Property that has been purchased pursuant to Section 2.02 or 2.04, all
amounts received thereon after the date of such purchase;
(vi) to reimburse the Servicer or the Depositor for expenses incurred
by any of them and reimbursable pursuant to Section 7.03;
(vii) to withdraw any amount deposited in the Servicer Custodial
Account and not required to be deposited therein;
(viii) on or prior to the Remittance Date, to withdraw an amount equal
to the related Pool Distribution Amount, the related Trustee Fee and any
other amounts due to the Trustee under this Agreement for such Distribution
Date, to the extent on deposit, and remit such amount in immediately
available funds to the Trustee for deposit in the Certificate Account; and
(ix) to clear and terminate the Servicer Custodial Account upon
termination of this Agreement pursuant to Section 10.01.
The Servicer shall keep and maintain separate accounting, on a Mortgage
Loan by Mortgage Loan basis, for the purpose of justifying any withdrawal from
the Servicer Custodial Account pursuant to clauses (i), (ii), (iv) and (v).
Prior to making any withdrawal from the Servicer Custodial Account pursuant to
clause (iii), the Servicer shall deliver to the Trustee an Officer's Certificate
of a Servicing Officer indicating the amount of any previous Advance determined
by the Servicer to be a Nonrecoverable Advance and identifying the related
Mortgage Loan(s) and their respective portions of such Nonrecoverable Advance.
(b) The Trustee shall withdraw funds from the Certificate Account for
distributions to Certificateholders in the manner specified in this Agreement.
In addition, the Trustee may from time to time make withdrawals from the
Certificate Account for the following purposes:
(i) to pay to itself the Trustee Fee and any other amounts due to the
Trustee under this Agreement for the related Distribution Date;
(ii) to pay to itself as additional compensation earnings on or
investment income with respect to funds in the Certificate Account;
(iii) to withdraw and return to the Servicer any amount deposited in
the Certificate Account and not required to be deposited therein; and
(iv) to clear and terminate the Certificate Account upon termination
of the Agreement pursuant to Section 10.01.
Section 3.12 Maintenance of Hazard Insurance.
The Servicer shall cause to be maintained for each Mortgage Loan, fire and
hazard insurance with extended coverage customary in the area where the
Mortgaged Property is located in an amount which is at least equal to the lesser
of (a) the full insurable value of the Mortgaged Property or (b) the greater of
(i) the outstanding principal balance owing on the Mortgage Loan and (ii) an
amount such that the proceeds of such insurance shall be sufficient to avoid the
application to the Mortgagor or loss payee of any coinsurance clause under the
policy. If the Mortgaged Property is in an area identified in the Federal
Register by the Federal Emergency Management Agency as having special flood
hazards (and such flood insurance has been made available) the Servicer will
cause to be maintained a flood insurance policy meeting the requirements of the
current guidelines of the Federal Insurance Administration and the requirements
of FNMA or FHLMC. The Servicer shall also maintain on REO Property, fire and
hazard insurance with extended coverage in an amount which is at least equal to
the maximum insurable value of the improvements which are a part of such
property, liability insurance and, to the extent required, flood insurance in an
amount required above. Any amounts collected by the Servicer under any such
policies (other than amounts to be deposited in an Escrow Account and applied to
the restoration or repair of the property subject to the related Mortgage or
property acquired in liquidation of the Mortgage Loan, or to be released to the
Mortgagor in accordance with Customary Servicing Procedures) shall be deposited
in the Servicer Custodial Account, subject to withdrawal pursuant to Section
3.11(a). It is understood and agreed that no earthquake or other additional
insurance need be required by the Servicer of any Mortgagor or maintained on REO
Property, other than pursuant to such applicable laws and regulations as shall
at any time be in force and as shall require such additional insurance. All
policies required hereunder shall be endorsed with standard mortgagee clauses
with loss payable to the Servicer, and shall provide for at least 30 days prior
written notice of any cancellation, reduction in amount or material change in
coverage to the Servicer.
The hazard insurance policies for each Mortgage Loan secured by a unit in a
condominium development or planned unit development shall be maintained with
respect to such Mortgage Loan and the related development in a manner which is
consistent with FNMA requirements.
Notwithstanding the foregoing, the Servicer may maintain a blanket policy
insuring against hazard losses on all of the Mortgaged Properties relating to
the Mortgage Loans in lieu of maintaining the required hazard insurance policies
for each Mortgage Loan and may maintain a blanket policy insuring against
special flood hazards in lieu of maintaining any required flood insurance. Any
such blanket policies shall (A) be consistent with prudent industry standards,
(B) name the Servicer as loss payee, (C) provide coverage in an amount equal to
the aggregate unpaid principal balance on the related Mortgage Loans without
co-insurance, and (D) otherwise comply with the requirements of this Section
3.12. Any such blanket policy may contain a deductible clause; provided that if
any Mortgaged Property is not covered by a separate policy otherwise complying
with this Section 3.12 and a loss occurs with respect to such Mortgaged Property
which loss would have been covered by such a policy, the Servicer shall deposit
in the Servicer Custodial Account the difference, if any, between the amount
that would have been payable under a separate policy complying with this Section
3.12 and the amount paid under such blanket policy.
Section 3.13 Enforcement of Due-On-Sale Clauses; Assumption Agreements.
(a) Except as otherwise provided in this Section 3.13, when any Mortgaged
Property subject to a Mortgage has been conveyed by the Mortgagor, the Servicer
shall use reasonable efforts, to the extent that it has actual knowledge of such
conveyance, to enforce any due-on-sale clause contained in any Mortgage Note or
Mortgage, to the extent permitted under applicable law and governmental
regulations, but only to the extent that such enforcement will not adversely
affect or jeopardize coverage under any Required Insurance Policy.
Notwithstanding the foregoing, the Servicer is not required to exercise such
rights with respect to a Mortgage Loan if the Person to whom the related
Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the
terms and conditions contained in the Mortgage Note and Mortgage related thereto
and the consent of the mortgagee under such Mortgage Note or Mortgage is not
otherwise required under such Mortgage Note or Mortgage as a condition to such
transfer. If (i) the Servicer is prohibited by law from enforcing any such
due-on-sale clause, (ii) coverage under any Required Insurance Policy would be
adversely affected, (iii) the Mortgage Note does not include a due-on-sale
clause or (iv) nonenforcement is otherwise permitted hereunder, the Servicer is
authorized, subject to Section 3.13(b), to take or enter into an assumption and
modification agreement from or with the Person to whom such Mortgaged Property
has been or is about to be conveyed, pursuant to which such Person becomes
liable under the Mortgage Note and, unless prohibited by applicable state law,
the Mortgagor remains liable thereon; provided that the Mortgage Loan shall
continue to be covered (if so covered before the Servicer enters such agreement)
by the applicable Required Insurance Policies. The Servicer, subject to Section
3.13(b), is also authorized with the prior approval of the insurers under any
Required Insurance Policies to enter into a substitution of liability agreement
with such Person, pursuant to which the original Mortgagor is released from
liability and such Person is substituted as Mortgagor and becomes liable under
the Mortgage Note. Notwithstanding the foregoing, the Servicer shall not be
deemed to be in default under this Section 3.13 by reason of any transfer or
assumption which the Servicer reasonably believes it is restricted by law from
preventing, for any reason whatsoever.
(b) Subject to the Servicer's duty to enforce any due-on-sale clause to the
extent set forth in Section 3.13(a), in any case in which a Mortgaged Property
has been conveyed to a Person by a Mortgagor, and such Person is to enter into
an assumption agreement or modification agreement or supplement to the Mortgage
Note or Mortgage that requires the signature of the Trustee, or if an instrument
of release signed by the Trustee is required releasing the Mortgagor from
liability on the Mortgage Loan, the Servicer shall prepare and deliver or cause
to be prepared and delivered to the Trustee for signature and shall direct, in
writing, the Trustee to execute the assumption agreement with the Person to whom
the Mortgaged Property is to be conveyed and such modification agreement or
supplement to the Mortgage Note or Mortgage or other instruments as are
reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage
or otherwise to comply with any applicable laws regarding assumptions or the
transfer of the Mortgaged Property to such Person. In no event shall the Trustee
incur liability for executing any document under this Section 3.13 at the
direction of the Servicer. In connection with any such assumption, no material
term of the Mortgage Note may be changed. In addition, the substitute Mortgagor
and the Mortgaged Property must be acceptable to the Servicer in accordance with
its underwriting standards as then in effect. Together with each such
substitution, assumption or other agreement or instrument delivered to the
Trustee for execution by it, the Servicer shall deliver an Officer's Certificate
signed by a Servicing Officer stating that the requirements of this subsection
have been met. The Servicer shall notify the Trustee that any such substitution
or assumption agreement has been completed by forwarding to the Trustee (or at
the direction of the Trustee, the Custodian) the original of such substitution
or assumption agreement, which in the case of the original shall be added to the
related Mortgage File and shall, for all purposes, be considered a part of such
Mortgage File to the same extent as all other documents and instruments
constituting a part thereof. Any fee collected by the Servicer for entering into
an assumption or substitution of liability agreement may be retained by the
Servicer as additional master servicing compensation. Notwithstanding the
foregoing, to the extent permissible under applicable law and at the request of
the Servicer, the Trustee shall execute and deliver to the Servicer any powers
of attorney and other documents prepared by the Servicer that are reasonably
necessary or appropriate to enable the Servicer to execute any assumption
agreement or modification agreement required to be executed by the Trustee under
this Section 3.13.
Section 3.14 Realization Upon Defaulted Mortgage Loans; REO Property.
(a) The Servicer shall use reasonable efforts to foreclose upon or
otherwise comparably convert the ownership of Mortgaged Properties securing such
of the Mortgage Loans as come into and continue in default and as to which no
satisfactory arrangements can be made for collection of delinquent payments. In
connection with such foreclosure or other conversion, the Servicer shall follow
Customary Servicing Procedures and shall meet the requirements of the insurer
under any Required Insurance Policy; provided, however, that the Servicer may
enter into a special servicing agreement with an unaffiliated Holder of 100%
Percentage Interest of a Class of Class B Certificates or a holder of a class of
securities representing interests in the Class B Certificates alone or together
with other subordinated mortgage pass-through certificates. Such agreement shall
be substantially in the form attached hereto as Exhibit K or subject to each
Rating Agency's acknowledgment that the ratings of the Certificates in effect
immediately prior to the entering into such agreement would not be qualified,
downgraded or withdrawn and the Certificates would not be placed on credit
review status (except for possible upgrading) as a result of such agreement. Any
such agreement may contain provisions whereby such holder may instruct the
Servicer to commence or delay foreclosure proceedings with respect to delinquent
Mortgage Loans and will contain provisions for the deposit of cash by the holder
that would be available for distribution to Certificateholders if Liquidation
Proceeds are less than they otherwise may have been had the Servicer acted in
accordance with its normal procedures. Notwithstanding the foregoing, the
Servicer shall not be required to expend its own funds in connection with any
foreclosure or towards the restoration of any Mortgaged Property unless it shall
determine (i) that such restoration and/or foreclosure will increase the
proceeds of liquidation of the Mortgage Loan after reimbursement to itself of
such expenses and (ii) that such expenses will be recoverable to it through
proceeds of the liquidation of the Mortgage Loan (respecting which it shall have
priority for purposes of withdrawals from the Servicer Custodial Account). Any
such expenditures shall constitute Servicing Advances for purposes of this
Agreement.
The decision of the Servicer to foreclose on a defaulted Mortgage Loan
shall be subject to a determination by the Servicer that the proceeds of such
foreclosure would exceed the costs and expenses of bringing such a proceeding.
With respect to any REO Property, the deed or certificate of sale shall be
taken in the name of the Trustee for the benefit of the Certificateholders, or
its nominee, on behalf of the Certificateholders. The Trustee's name shall be
placed on the title to such REO Property solely as the Trustee hereunder and not
in its individual capacity. The Servicer shall ensure that the title to such REO
Property references this Agreement and the Trustee's capacity hereunder.
Pursuant to its efforts to sell such REO Property, the Servicer shall either
itself or through an agent selected by the Servicer manage, conserve, protect
and operate such REO Property in the same manner that it manages, conserves,
protects and operates other foreclosed property for its own account and in the
same manner that similar property in the same locality as the REO Property is
managed. Incident to its conservation and protection of the interests of the
Certificateholders, the Servicer may rent the same, or any part thereof, as the
Servicer deems to be in the best interest of the Certificateholders for the
period prior to the sale of such REO Property. The Servicer shall prepare for
and deliver to the Trustee a statement with respect to each REO Property that
has been rented, if any, showing the aggregate rental income received and all
expenses incurred in connection with the management and maintenance of such REO
Property at such times as is necessary to enable the Trustee to comply with the
reporting requirements of the REMIC Provisions; provided, however, that the
Servicer shall have no duty to rent any REO Property on behalf of the Trust. The
net monthly rental income, if any, from such REO Property shall be deposited in
the Servicer Custodial Account no later than the close of business on each
Determination Date. The Servicer shall perform, with respect to the Mortgage
Loans, the tax reporting and withholding required by Sections 1445 and 6050J of
the Code with respect to foreclosures and abandonments, the tax reporting
required by Section 6050H of the Code with respect to the receipt of mortgage
interest from individuals and, if required by Section 6050P of the Code with
respect to the cancellation of indebtedness by certain financial entities, by
preparing such tax and information returns as may be required, in the form
required. The Servicer shall deliver copies of such reports to the Trustee.
If the Trust acquires any Mortgaged Property as described above or
otherwise in connection with a default or a default which is reasonably
foreseeable on a Mortgage Loan, the Servicer shall dispose of such Mortgaged
Property prior to the end of the third calendar year following the year of its
acquisition by the Trust (such period, the "REO Disposition Period") unless (A)
the Trustee shall have been supplied by the Servicer with an Opinion of Counsel
to the effect that the holding by the Trust of such Mortgaged Property
subsequent to the REO Disposition Period will not result in the imposition of
taxes on "prohibited transactions" on the REMIC (as defined in Section 860F of
the Code) or cause the Trust Estate to fail to qualify as a REMIC at any time
that any Certificates are outstanding, or (B) the Trustee (at the Servicer's
expense) or the Servicer shall have applied for, prior to the expiration of the
REO Disposition Period, an extension of the REO Disposition Period in the manner
contemplated by Section 856(e)(3) of the Code. If such an Opinion of Counsel is
provided or such an exemption is obtained, the Trust may continue to hold such
Mortgaged Property (subject to any conditions contained in such Opinion of
Counsel) for the applicable period. Notwithstanding any other provision of this
Agreement, no Mortgaged Property acquired by the Trust shall be rented (or
allowed to continue to be rented) or otherwise used for the production of income
by or on behalf of the Trust in such a manner or pursuant to any terms that
would (i) cause such Mortgaged Property to fail to qualify as "foreclosure
property" within the meaning of Section 860G(a)(8) of the Code or (ii) subject
the REMIC to the imposition of any federal, state or local income taxes on the
income earned from such Mortgaged Property under Section 860G(c) of the Code or
otherwise, unless the Servicer has agreed to indemnify and hold harmless the
Trust with respect to the imposition of any such taxes. The Servicer shall
identify to the Trustee any Mortgaged Property relating to a Mortgage Loan held
by the Trust for 30 months for which no plans to dispose of such Mortgaged
Property by the Servicer have been made. After delivery of such identification,
the Servicer shall proceed to dispose of any such Mortgaged Property by holding
a commercially reasonable auction for such property.
The income earned from the management of any REO Properties, net of
reimbursement to the Servicer for expenses incurred (including any property or
other taxes) in connection with such management and net of unreimbursed
Servicing Fees, Periodic Advances and Servicing Advances, shall be applied to
the payment of principal of and interest on the related defaulted Mortgage Loans
(solely for the purposes of allocating principal and interest, interest shall be
treated as accruing as though such Mortgage Loans were still current) and all
such income shall be deemed, for all purposes in this Agreement, to be payments
on account of principal and interest on the related Mortgage Notes and shall be
deposited into the Servicer Custodial Account. To the extent the net income
received during any calendar month is in excess of the amount attributable to
amortizing principal and accrued interest at the related Mortgage Interest Rate
on the related Mortgage Loan for such calendar month, such excess shall be
considered to be a partial prepayment of principal of the related Mortgage Loan.
The proceeds from any liquidation of a Mortgage Loan, as well as any income
from an REO Property, will be applied in the following order of priority: first,
to reimburse the Servicer for any related unreimbursed Servicing Advances and
Servicing Fees; second, to reimburse the Servicer for any unreimbursed Periodic
Advances and to reimburse the Servicer Custodial Account for any Nonrecoverable
Advances (or portions thereof) that were previously withdrawn by the Servicer
pursuant to Section 3.11(a)(iii) that related to such Mortgage Loan; third, to
accrued and unpaid interest (to the extent no Periodic Advance has been made for
such amount or any such Periodic Advance has been reimbursed) on the Mortgage
Loan or related REO Property, at the Mortgage Rate to the Due Date occurring in
the month in which such amounts are required to be distributed; and fourth, as a
recovery of principal of the Mortgage Loan. Excess Proceeds, if any, from the
liquidation of a Liquidated Mortgage Loan will be retained by the Servicer as
additional servicing compensation pursuant to Section 3.17.
(b) The Servicer shall promptly notify the Depositor of any Mortgage Loan
which comes into default. The Depositor shall be entitled, at its option, to
repurchase (i) any such defaulted Mortgage Loan from the Trust Estate if, in the
Depositor's judgment, the default is not likely to be cured by the Mortgagor or
(ii) any Mortgage Loan in the Trust Estate which pursuant to Section 4(b) of the
applicable Mortgage Loan Purchase Agreement the applicable Seller requests the
Depositor to repurchase and to sell to such Seller to facilitate the exercise of
the Seller's rights against the originator or prior holder of such Mortgage
Loan. The purchase price for any such Mortgage Loan shall be 100% of the unpaid
principal balance of such Mortgage Loan plus accrued interest thereon at the
Mortgage Interest Rate (less the Servicing Fee Rate for such Mortgage Loan)
through the last day of the month in which such repurchase occurs. Upon the
receipt of such purchase price, the Servicer shall provide to the Trustee the
notification required by Section 3.15 and the Trustee or the Custodian shall
promptly release to the Depositor the Mortgage File relating to the Mortgage
Loan being repurchased.
Section 3.15 Trustee to Cooperate; Release of Mortgage Files.
Upon the payment in full of any Mortgage Loan, or the receipt by the
Servicer of a notification that payment in full will be escrowed in a manner
customary for such purposes, the Servicer will immediately notify the Trustee
(or, at the direction of the Trustee, the Custodian) by delivering, or causing
to be delivered, two copies (one of which will be returned to the Servicer with
the Mortgage File) of a Request for Release (which may be delivered in an
electronic format acceptable to the Trustee and the Servicer). Upon receipt of
such request, the Trustee or the Custodian, as applicable, shall within seven
Business Days release the related Mortgage File to the Servicer. The Trustee
shall at the Servicer's direction execute and deliver to the Servicer the
request for reconveyance, deed of reconveyance or release or satisfaction of
mortgage or such instrument releasing the lien of the Mortgage, in each case
provided by the Servicer, together with the Mortgage Note with written evidence
of cancellation thereon. If the Mortgage has been recorded in the name of MERS
or its designee, the Servicer shall take all necessary action to reflect the
release of the Mortgage on the records of MERS. Expenses incurred in connection
with any instrument of satisfaction or deed of reconveyance shall be chargeable
to the related Mortgagor. From time to time and as shall be appropriate for the
servicing or foreclosure of any Mortgage Loan, including for such purpose
collection under any policy of flood insurance, any fidelity bond or errors or
omissions policy, or for the purposes of effecting a partial release of any
Mortgaged Property from the lien of the Mortgage or the making of any
corrections to the Mortgage Note or the Mortgage or any of the other documents
included in the Mortgage File, the Trustee or the Custodian, as applicable,
shall, upon delivery to the Trustee (or, at the direction of the Trustee, the
Custodian) of a Request for Release signed by a Servicing Officer, release the
Mortgage File within seven Business Days to the Servicer. Subject to the further
limitations set forth below, the Servicer shall cause the Mortgage File so
released to be returned to the Trustee or the Custodian, as applicable, when the
need therefor by the Servicer no longer exists, unless the Mortgage Loan is
liquidated and the proceeds thereof are deposited in the Servicer Custodial
Account, in which case the Servicer shall deliver to the Trustee or the
Custodian, as applicable, a Request for Release, signed by a Servicing Officer.
The Trustee shall execute and deliver to the Servicer any powers of
attorney and other documents prepared by the Servicer that are reasonably
necessary or appropriate to enable the Servicer to carry out its servicing and
administrative duties under this Agreement, upon the request of the Servicer. In
addition, upon prepayment in full of any Mortgage Loan or the receipt of notice
that funds for such purpose have been placed in escrow, the Servicer is
authorized to give, as attorney-in-fact for the Trustee and the mortgagee under
the Mortgage, an instrument of satisfaction (or Assignment of Mortgage without
recourse) regarding the Mortgaged Property relating to such Mortgage Loan, which
instrument of satisfaction or Assignment of Mortgage, as the case may be, shall
be delivered to the Person entitled thereto against receipt of the prepayment in
full. If the Mortgage is registered in the name of MERS or its designee, the
Servicer shall take all necessary action to reflect the release on the records
of MERS. In lieu of executing such satisfaction or Assignment of Mortgage, or if
another document is required to be executed by the Trustee, the Servicer may
deliver or cause to be delivered to the Trustee, for signature, as appropriate,
any court pleadings, requests for trustee's sale or other documents necessary to
effectuate such foreclosure or any legal action brought to obtain judgment
against the Mortgagor on the Mortgage Note or the Mortgage or to obtain a
deficiency judgment or to enforce any other remedies or rights provided by the
Mortgage Note or the Mortgage or otherwise available at law or in equity.
Section 3.16 Documents, Records and Funds in Possession of the Servicer to
be Held for the Trustee.
The Servicer shall transmit to the Trustee or, at the direction of the
Trustee, the Custodian as required by this Agreement all documents and
instruments in respect of a Mortgage Loan coming into the possession of the
Servicer from time to time and shall account fully to the Trustee for any funds
received by the Servicer or which otherwise are collected by the Servicer as
Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage Loan. The
documents constituting the Servicing File shall be held by the Servicer as
custodian and bailee for the Trustee. All Mortgage Files and funds collected or
held by, or under the control of, the Servicer in respect of any Mortgage Loans,
whether from the collection of principal and interest payments or from
Liquidation Proceeds, including but not limited to, any funds on deposit in the
Servicer Custodial Account, shall be held by the Servicer for and on behalf of
the Trustee and shall be and remain the sole and exclusive property of the
Trustee, subject to the applicable provisions of this Agreement. The Servicer
also agrees that it shall not knowingly create, incur or subject any Mortgage
File or any funds that are deposited in the Servicer Custodial Account,
Certificate Account or any Escrow Account, or any funds that otherwise are or
may become due or payable to the Trustee for the benefit of the
Certificateholders, to any claim, lien, security interest, judgment, levy, writ
of attachment or other encumbrance created by the Servicer, or assert by legal
action or otherwise any claim or right of setoff against any Mortgage File or
any funds collected on, or in connection with, a Mortgage Loan, except, however,
that the Servicer shall be entitled to set off against and deduct from any such
funds any amounts that are properly due and payable to the Servicer under this
Agreement.
Section 3.17 Servicing Compensation.
The Servicer shall be entitled out of each payment of interest on a
Mortgage Loan (or portion thereof) and included in the Trust Estate to retain or
withdraw from the Servicer Custodial Account an amount equal to the Servicing
Fee for such Distribution Date.
Additional servicing compensation in the form of Excess Proceeds,
prepayment penalties, assumption fees, late payment charges and all income and
gain net of any losses realized from Permitted Investments and all other
customary and ancillary income and fees shall be retained by the Servicer to the
extent not required to be deposited in the Servicer Custodial Account pursuant
to Section 3.08(b). The Servicer shall be required to pay all expenses incurred
by it in connection with its servicing activities hereunder and shall not be
entitled to reimbursement therefor except as specifically provided in this
Agreement.
Notwithstanding the foregoing, with respect to the payment of the Servicing
Fee on any Distribution Date, the aggregate Servicing Fee for the Servicer for
such Distribution Date shall be reduced (but not below zero) by an amount equal
to the lesser of (a) the Prepayment Interest Shortfall for such Distribution
Date relating to the Mortgage Loans and (b) one-twelfth of 0.25% of the
aggregate Stated Principal Balance of such Mortgage Loans for such Distribution
Date (any such reduction, "Compensating Interest").
Section 3.18 Annual Statement as to Compliance.
The Servicer shall deliver to the Trustee and each Rating Agency on or
before 90 days after the end of the Servicer's fiscal year, commencing with its
2001 fiscal year, an Officer's Certificate stating, as to the signer thereof,
that (a) a review of the activities of the Servicer during the preceding
calendar year and of the performance of the Servicer under this Agreement has
been made under such officer's supervision, and (b) to the best of such
officer's knowledge, based on such review, the Servicer has fulfilled all its
obligations under this Agreement throughout such year, or, if there has been a
default in the fulfillment of any such obligation, specifying each such default
known to such officer and the nature and status thereof.
Section 3.19 Annual Independent Public Accountants' Servicing Statement;
Financial Statements.
The Servicer shall, at its own expense, on or before 90 days after the end
of the Servicer's fiscal year, commencing with its 2001 fiscal year, cause a
firm of independent public accountants (who may also render other services to
the Servicer or any affiliate thereof) which is a member of the American
Institute of Certified Public Accountants to furnish a statement to the Trustee
to the effect that such firm has with respect to the Servicer's overall
servicing operations, examined such operations in accordance with the
requirements of the Uniform Single Attestation Program for Mortgage Bankers,
stating such firm's conclusions relating thereto.
Section 3.20 Advances.
The Servicer shall determine on or before each Servicer Advance Date
whether it is required to make a Periodic Advance pursuant to the definition
thereof. If the Servicer determines it is required to make a Periodic Advance,
it shall, on or before the Servicer Advance Date, either (a) deposit into the
Servicer Custodial Account an amount equal to the Advance and/or (b) make an
appropriate entry in its records relating to the Servicer Custodial Account that
any portion of the Amount Held for Future Distribution in the Servicer Custodial
Account has been used by the Servicer in discharge of its obligation to make any
such Periodic Advance. Any funds so applied shall be replaced by the Servicer by
deposit in the Servicer Custodial Account no later than the close of business on
the Business Day preceding the next Servicer Advance Date. The Servicer shall be
entitled to be reimbursed from the Servicer Custodial Account for all Advances
of its own funds made pursuant to this Section 3.20 as provided in Section
3.11(a). The obligation to make Periodic Advances with respect to any Mortgage
Loan shall continue until the ultimate disposition of the REO Property or
Mortgaged Property relating to such Mortgage Loan. The Servicer shall inform the
Trustee of the amount of the Periodic Advance to be made by the Servicer on each
Servicer Advance Date no later than the related Remittance Date.
The Servicer shall deliver to the Trustee on the related Servicer Advance
Date an Officer's Certificate of a Servicing Officer indicating the amount of
any proposed Periodic Advance determined by the Servicer to be a Nonrecoverable
Advance. Notwithstanding anything to the contrary, the Servicer shall not be
required to make any Periodic Advance or Servicing Advance that would be a
Nonrecoverable Advance.
Section 3.21 Modifications, Waivers, Amendments and Consents.
(a) Subject to this Section 3.21, the Servicer may agree to any
modification, waiver, forbearance, or amendment of any term of any Mortgage Loan
without the consent of the Trustee or any Certificateholder. All modifications,
waivers, forbearances or amendments of any Mortgage Loan shall be in writing and
shall be consistent with Customary Servicing Procedures.
(b) The Servicer shall not agree to enter into, and shall not enter into,
any modification, waiver (other than a waiver referred to in Section 3.13, which
waiver, if any, shall be governed by Section 3.13), forbearance or amendment of
any term of any Mortgage Loan if such modification, waiver, forbearance, or
amendment would:
(i)affect the amount or timing of any related payment of principal,
interest or other amount payable thereunder;
(ii) in the Servicer's judgment, materially impair the security for
such Mortgage Loan or reduce the likelihood of timely payment of amounts
due thereon; or
(iii) otherwise constitute a "significant modification" within the
meaning of Treasury Regulations Section 1.860G-2(b);
unless, in either case, (A) such Mortgage Loan is 90 days or more past due or
(B) the Servicer delivers to the Trustee an Opinion of Counsel to the effect
that such modification, waiver, forbearance or amendment would not affect the
REMIC status of the Trust Estate and, in either case, such modification, waiver,
forbearance or amendment is reasonably likely to produce a greater recovery with
respect to such Mortgage Loan than would liquidation. Subject to Customary
Servicing Procedures, the Servicer may permit a forbearance for a Mortgage Loan
which in the Servicer's judgment is subject to imminent default.
(c) Any payment of interest, which is deferred pursuant to any
modification, waiver, forbearance or amendment permitted hereunder, shall not,
for purposes hereof, including, without limitation, calculating monthly
distributions to Certificateholders, be added to the unpaid principal balance of
the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan
or such modification, waiver or amendment so permit.
(d) The Servicer may, as a condition to granting any request by a Mortgagor
for consent, modification, waiver, forbearance or amendment, the granting of
which is within the Servicer's discretion pursuant to the Mortgage Loan and is
permitted by the terms of this Agreement, require that such Mortgagor pay to the
Servicer, as additional servicing compensation, a reasonable or customary fee
for the additional services performed in connection with such request, together
with any related costs and expenses incurred by the Servicer, which amount shall
be retained by the Servicer as additional servicing compensation.
(e) The Servicer shall notify the Trustee, in writing, of any modification,
waiver, forbearance or amendment of any term of any Mortgage Loan and the date
thereof, and shall deliver to the Trustee (or, at the direction of the Trustee,
the Custodian) for deposit in the related Mortgage File, an original counterpart
of the agreement relating to such modification, waiver, forbearance or
amendment, promptly (and in any event within ten Business Days) following the
execution thereof; provided, however, that if any such modification, waiver,
forbearance or amendment is required by applicable law to be recorded, the
Servicer (i) shall deliver to the Trustee a copy thereof and (ii) shall deliver
to the Trustee such document, with evidence of notification upon receipt thereof
from the public recording office.
Section 3.22 Reports to the Securities and Exchange Commission.
The Trustee shall, on behalf of the Trust, cause to be filed with the
Securities and Exchange Commission any periodic reports required to be filed
under the provisions of the Securities Exchange Act of 1934, as amended, and the
rules and regulations of the Securities and Exchange Commission thereunder, for
so long as any Certificates registered under the 1933 Act are outstanding (other
than the Current Report on Form 8-K to be filed by the Depositor in connection
with computational materials and the initial Current Report on Form 8-K to be
filed by the Depositor in connection with the issuance of the Certificates).
Upon the request of the Trustee, the Servicer and the Depositor shall cooperate
with the Trustee in the preparation of any such report and shall provide to the
Trustee in a timely manner all such information or documentation as the Trustee
may reasonably request in connection with the performance of its duties and
obligations under this Section.
ARTICLE IV
SERVICER'S CERTIFICATE
Section 4.01 Servicer's Certificate.
Each month, not later than 12:00 noon Eastern time on the Business Day
following each Determination Date, the Servicer shall deliver to the Trustee, a
Servicer's Certificate (in substance and format mutually acceptable to the
Servicer and the Trustee) certified by a Servicing Officer setting forth the
information necessary in order for the Trustee to perform its obligations under
this Agreement. The Trustee may conclusively rely upon the information contained
in a Servicer's Certificate for all purposes hereunder and shall have no duty to
verify or re-compute any of the information contained therein.
Each such statement shall be provided by the Trustee to any Holder of a
Certificate upon request and shall also, to the extent available, include
information regarding delinquencies on Mortgage Loans providing such statement,
indicating the number and aggregate principal amount of Mortgage Loans which are
either one, two, three or more than three months delinquent and the book value
of any REO Property.
ARTICLE V
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;
REMIC ADMINISTRATION
Section 5.01 Distributions. On each Distribution Date, based solely on the
information in the Servicer's Certificate, the Trustee shall distribute out of
the Certificate Account (to the extent funds are available therein) to each
Certificateholder of record on the related Record Date (other than as provided
in Section 10.01 respecting the final distribution) (a) by check mailed to such
Certificateholder entitled to receive a distribution on such Distribution Date
at the address appearing in the Certificate Register, or (b) upon written
request by the Holder of a Regular Certificate (in the event such
Certificateholder owns of record 100% of a Class of Certificates or holds
Certificates of any Class having denominations aggregating $1,000,000 or more),
by wire transfer or by such other means of payment as such Certificateholder and
the Trustee shall agree upon, such Certificateholder's Percentage Interest in
the amount to which the related Class of Certificates is entitled in accordance
with the priorities set forth below in Section 5.02.
None of the Holders of any Class of Certificates, the Depositor, the
Servicer or the Trustee shall in any way be responsible or liable to Holders of
any Class of Certificates in respect of amounts properly previously distributed
on any such Class.
Amounts distributed with respect to any Class of Certificates shall be
applied first to the distribution of interest thereon and then to principal
thereon.
Section 5.02 Priorities of Distributions.
(a) On each Distribution Date, based solely on the information contained in
the Servicer's Certificate, the Trustee shall withdraw from the Certificate
Account (to the extent funds are available therein) (1) the amounts payable to
the Trustee pursuant to Sections 3.11(b)(i) and 3.11(b)(ii) and shall pay such
funds to itself, and (2) the Pool Distribution Amount, in an amount as specified
in written notice received by the Trustee from the Servicer no later than the
related Determination Date, and shall apply such funds from the Certificate
Account to distributions on the Certificates in the following order of priority
and to the extent of such funds:
(i) to each Class of Senior Certificates (other than the Class A-PO
Certificates), an amount allocable to interest equal to the Interest
Distribution Amount for such Class and any shortfall being allocated among
such Classes in proportion to the amount of the Interest Distribution
Amount that would have been distributed in the absence of such shortfall;
provided, however, that until the applicable Accretion Termination Date,
amounts that would have been distributed pursuant to this clause to the
Class A-3 Certificates will instead be distributed in reduction of the
Class Certificate Balance of the Classes of Certificates specified in
Section 5.02(b)(i) and (ii);
(ii) concurrently to the Class A Certificates (other than the Class
A-PO Certificates) and the Class A-PO Certificates, pro rata, based on
their respective Senior Principal Distribution Amount and PO Principal
Amount, (A) to the Class A Certificates (other than the Class A-PO
Certificates), in an aggregate amount up to the Senior Principal
Distribution Amount, such distribution to be allocated among such Classes
in accordance with Section 5.02(b) and (B) to the Class A-PO Certificates
in an aggregate amount up to the PO Principal Amount;
(iii) to the Class A-PO Certificates, any Class A-PO Deferred Amount,
up to the Subordinate Principal Distribution Amount for such Distribution
Date from amounts otherwise distributable first to the Class B-6
Certificates pursuant to clause (iv)(L) below, second to the Class B-5
Certificates pursuant to clause (iv)(J) below, third to the Class B-4
Certificates pursuant to clause (iv)(H) below, fourth to the Class B-3
Certificates pursuant to clause (iv)(F) below, fifth to the Clause B-2
Certificates pursuant to clause (iv)(D) below and finally to the Class B-1
Certificates pursuant to clause (iv)(B) below;
(iv) to each Class of Subordinate Certificates, subject to paragraph
(d) below, in the following order of priority:
(A) to the Class B-1 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class for
such Distribution Date;
(B) to the Class B-1 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date less
any amount used to pay the Class A-PO Deferred Amount pursuant to
clause (iii) above until the Class Certificate Balance thereof has
been reduced to zero;
(C) to the Class B-2 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class for
such Distribution Date;
(D) to the Class B-2 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date less
any amount used to pay the Class A-PO Deferred Amount pursuant to
clause (iii) above until the Class Certificate Balance thereof has
been reduced to zero;
(E) to the Class B-3 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class for
such Distribution Date;
(F) to the Class B-3 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date less
any amount used to pay the Class A-PO Deferred Amount pursuant to
clause (iii) above until the Class Certificate Balance thereof has
been reduced to zero;
(G) to the Class B-4 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class for
such Distribution Date;
(H) to the Class B-4 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date less
any amount used to pay the Class A-PO Deferred Amount pursuant to
clause (iii) above until the Class Certificate Balance thereof has
been reduced to zero;
(I) to the Class B-5 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class for
such Distribution Date;
(J) to the Class B-5 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date less
any amount used to pay the Class A-PO Deferred Amount pursuant to
clause (iii) above until the Class Certificate Balance thereof has
been reduced to zero;
(K) to the Class B-6 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class for
such Distribution Date; and
(L) to the Class B-6 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date less
any amount used to pay the Class A-PO Deferred Amount pursuant to
clause (iii) above until the Class Certificate Balance thereof has
been reduced to zero; and
(v) to the Holder of the Class A-R Certificate, any remaining Pool
Distribution Amount.
On any Distribution Date, amounts distributed in respect of Class A-PO
Deferred Amounts will not reduce the Class Certificate Balance of the Class A-PO
Certificates.
All distributions in respect of the Interest Distribution Amount for a
Class will be applied first with respect to the amount payable pursuant to
clause (i) of the definition of "Interest Distribution Amount", and second with
respect to the amount payable pursuant to clause (ii) of such definition.
(b) (i) On each Distribution Date occurring prior to the Accretion
Termination Date, based solely on the information contained in the Servicer's
Certificate, the Accrual Distribution Amount for the Class A-3 Certificates will
be allocated sequentially as follows:
first, concurrently as follows:
(a) 80.52084301% to the Class A-1 Certificates, until their Class
Certificate Principal Balance has been reduced to zero; and
(b) 19.47915699%, sequentially to the 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-26, Class A-27, Class A-28, Class A-29, Class A-30, Class
A-31, Class A-32, Class A-33, Class A-34, Class A-35, Class A-36, Class
A-37, Class A-38, Class A-39 and Class A-40 Certificates, in that order,
until their Class Certificate Balances have been reduced to zero; and
second, to the Class A-3 Certificates, until their Class Certificate
Balance has been reduced to zero.
(ii) 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 sequentially as follows:
first, to the Class A-R Certificate, until its Class Certificate
Balance has been reduced to zero;
second, to the Class A-2 Certificates, up to the Priority Amount for
such Distribution Date, until their Class Certificate Balance has been
reduced to zero;
third, concurrently as follows:
(a) 80.52084301% to the Class A-1 Certificates, until their Class
Certificate Balances has been reduced to zero; and
(b) 19.47915699%, sequentially to the 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-26, Class A-27, Class A-28, Class A-29, Class A-30, Class
A-31, Class A-32, Class A-33, Class A-34, Class A-35, Class A-36, Class
A-37, Class A-38, Class A-39 and Class A-40 Certificates, in that order,
until their Class Certificate Balance has been reduced to zero;
fourth, to the Class A-3 Certificates, until their Class Certificate
Balance has been reduced to zero;
fifth, concurrently as follows:
(a) 29.66405011%, sequentially to the Class A-41, Class A-42 and Class
A-4 Certificates, in that order, until their Class Certificate Balances
have been reduced to zero;
(b) 29.66405011%, sequentially to the Class A-11, Class A-12, Class
A-13, Class A-14, Class A-15 and Class A-16 Certificates, in that order,
until their Class Certificate Balances have been reduced to zero; and
(c) 40.67189978%, sequentially, as follows:
(i) to the Class A-5 Certificates, until their Class Certificate
Balance has been reduced to zero;
(ii) to the Class A-6 Certificates, until their Class Certificate
Balance has been reduced to zero;
(iii) concurrently, to the Class A-7 and Class A-8 Certificates,
pro rata, until their Class Certificate Balances have been reduced to
zero;
(iv) to the Class A-9 Certificates, until their Class Certificate
Balance has been reduced to zero; and
(v) to the Class A-10 Certificates, until their Class Certificate
Balance has been reduced to zero.
sixth, to the Class A-2 Certificates, until their Class
Certificate Balance has been reduced to zero.
On each Distribution Date on or after the Senior Credit Support Depletion
Date, notwithstanding the allocation and priority set forth above, the portion
of the Pool Distribution Amount available to be distributed as principal of the
Class A Certificates (other than the Class A-PO Certificates) shall be
distributed concurrently, as principal, on such Classes, pro rata, on the basis
of their respective Class Certificate Balances, until the Class Certificate
Balances thereof are reduced to zero.
(b) On each Distribution Date, Accrued Certificate Interest for each Class
of Certificates for such Distribution Date shall be reduced by such Class's pro
rata share, based on such Class's Interest Distribution Amount for such
Distribution Date, without taking into account the allocation made by this
Section 5.02(c), of (A) Non-Supported Interest Shortfalls, (B) any Excess Losses
allocable to interest, (C) on and after the Senior Credit Support Depletion
Date, any other Realized Loss allocable to interest and (D) each Relief Act
Reduction incurred during the calendar month preceding the month of such
Distribution Date.
(c) Notwithstanding the priority and allocation contained in Section
5.02(a)(iv), if with respect to any Class of Subordinate Certificates on any
Distribution Date, (i) the aggregate of the Class Certificate Balances
immediately prior to such Distribution Date of all Classes of Subordinate
Certificates which have a higher numerical Class designation than such Class,
divided by (ii) the aggregate Class Certificate Balance of all the Certificates
(other than the Class A-PO Certificates) immediately prior to such Distribution
Date (the "Fractional Interest") is less than the Original Fractional Interest
for such Class, no distribution of principal will be made to any Classes junior
to such Class (the "Restricted Classes") and the Class Certificate Balances of
the Restricted Classes will not be used in determining the Pro Rata Share for
the Subordinate Certificates that are not Restricted Classes. Any funds
remaining will be distributed in the order provided in Section 5.02(a)(iv).
Section 5.03 Allocation of Losses.
(a) On or prior to each Determination Date, the Servicer shall inform the
Trustee in writing with respect to each Mortgage Loan: (1) whether any Realized
Loss is a Deficient Valuation, a Debt Service Reduction, a Fraud Loss or a
Special Hazard Loss, (2) of the amount of such loss or Deficient Valuation, or
of the terms of such Debt Service Reduction and (3) of the total amount of
Realized Losses. Based on such information, the Trustee shall determine the
total amount of Realized Losses, including Excess Losses, with respect to the
related Distribution Date.
The principal portion of Realized Losses with respect to any Distribution
Date shall be allocated as follows:
(i) the applicable PO Percentage of the principal portion of any
Realized Loss with respect to a Discount Mortgage Loan, including any
Excess Loss, shall be allocated to the Class A-PO Certificates until the
Class Certificate Balance thereof is reduced to zero; and
(ii) (1) the applicable Non-PO Percentage of the principal portion of
any Realized Loss (other than an Excess Loss) shall be allocated first to
the Subordinate Certificates in reverse order of their respective numerical
Class designations (beginning with the Class of Subordinate Certificates
then outstanding with the highest numerical Class designation) until the
respective Class Certificate Balance of each such Class is reduced to zero,
and second to the Senior Certificates (other than the Class A-PO
Certificates), pro rata, on the basis of their respective Class Certificate
Balances immediately prior to the related Distribution Date or, in the case
of the Accrual Certificates, the Initial Class Certificate Balance, if
lower, until the Class Certificate Balances thereof have been reduced to
zero; and
(2) the applicable Non-PO Percentage of the principal portion of any
Excess Losses shall be allocated pro rata among the Senior Certificates
(other than the Class A-PO Certificates) in the aggregate on the basis of
their aggregate principal balance and among the Classes of Subordinate
Certificates on the basis of their respective Class Certificate Balances
immediately prior to the related Distribution Date. Excess Losses allocated
to the Senior Certificates (other than the Class A-PO Certificates), will
be allocated among such Classes pro rata on the basis of their respective
Class Certificate Balances, or in the case of the Accrual Certificates, the
Initial Class Certificate Balance, if lower.
(b) The Class Certificate Balance of the Class of Subordinate Certificates
then outstanding with the highest numerical Class designation shall be reduced
on each Distribution Date by the amount, if any, by which the aggregate of the
Class Certificate Balances of all outstanding Classes of Certificates (after
giving effect to the amount to be distributed as a distribution of principal and
the allocation of Realized Losses and Class A-PO Deferred Amounts on such
Distribution Date) exceeds the Adjusted Pool Amount for such Distribution Date.
After the Senior Credit Support Depletion Date, the Class Certificate
Balances of the Senior Certificates in the aggregate (other than the Class
Certificate Balance of the Class A-PO Certificates) shall be reduced on each
Distribution Date by the amount, if any, by which the aggregate of the Class
Certificate Balances of all outstanding Classes of Senior Certificates (other
than Class A-PO Certificates) (after giving effect to the amount to be
distributed as a distribution of principal and the allocation of Realized Losses
on such Distribution Date) exceeds the difference between (i) the Adjusted Pool
Amount for such Distribution Date and (ii) the Adjusted Pool Amount (PO Portion)
for such Distribution Date.
Any such reduction shall be allocated among the Senior Certificates (other
than the Class A-PO Certificates), based on the Class Certificate Balances
immediately prior to such Distribution Date or, in the case of the Accrual
Certificates, the Initial Class Certificate Balance, if lower.
After the Senior Credit Support Depletion Date, the Class Certificate
Balance of the Class A-PO Certificates shall be reduced on each Distribution
Date by the amount, if any, by which the Class Certificate Balance of the Class
A-PO Certificates (after giving effect to the amount to be distributed as a
distribution of principal and the allocation of Realized Losses on such
Distribution Date) exceeds the Adjusted Pool Amount (PO Portion) for such
Distribution Date.
(c) Any Realized Loss allocated to a Class of Certificates or any reduction
in the Class Certificate Balance of a Class of Certificates pursuant to Section
5.03(b) above shall be allocated among the Certificates of such Class in
proportion to their respective Percentage Interests.
(d) Any allocation of Realized Losses to a Class of Certificates or any
reduction in the Class Certificate Balance of a Class pursuant to Section
5.03(b) above shall be accomplished by reducing the Class Certificate Balance
thereof prior to the distributions made on the related Distribution Date in
accordance with the definition of "Class Certificate Balance."
Section 5.04 Statements to Certificateholders.
(a) Prior to the Distribution Date in each month, based upon the
information provided to the Trustee on the Servicer's Certificates delivered to
the Trustee pursuant to Section 4.01, the Trustee shall determine the following
information with respect to such Distribution Date:
(i) the amount allocable to principal, separately identifying the
aggregate amount of any Principal Prepayments and Liquidation Proceeds
included therein;
(ii) the amount allocable to interest, the Accrual Distribution
Amounts with respect to the Accrual Certificates, any Class Unpaid Interest
Shortfall included in such distribution and any remaining Class Unpaid
Interest Shortfall after giving effect to such distribution;
(iii) if the distribution to the Holders of such Class of Certificates
is less than the full amount that would be distributable to such Holders if
there were sufficient funds available therefor, the amount of the shortfall
and the allocation thereof as between principal and interest;
(iv) the Class Certificate Balance of each Class of Certificates after
giving effect to the distribution of principal on such Distribution Date;
(v) the Pool Stated Principal Balance for the following Distribution
Date;
(vi) the Senior Percentage, the Priority Percentage and Subordinate
Percentage for the following Distribution Date;
(vii) the amount of the Servicing Fee paid to or retained by the
Servicer with respect to such Distribution Date;
(viii) the Pass-Through Rate for each such Class of Certificates with
respect to such Distribution Date;
(ix) the amount of Periodic Advances included in the distribution on
such Distribution Date and the aggregate amount of Periodic Advances
outstanding as of the close of business on such Distribution Date;
(x) the number and aggregate principal amounts of Mortgage Loans (A)
delinquent (exclusive of Mortgage Loans in foreclosure) (1) 1 to 30 days
(2) 31 to 60 days (3) 61 to 90 days and (4) 91 or more days and (B) in
foreclosure, as of the close of business on the last day of the calendar
month preceding such Distribution Date;
(xi) with respect to any Mortgage Loan that became an REO Property
during the preceding calendar month, the loan number and Stated Principal
Balance of such Mortgage Loan as of the close of business on the
Determination Date preceding such Distribution Date and the date of
acquisition thereof;
(xii) the total number and principal balance of any REO Properties
(and market value, if available) as of the close of business on the
Determination Date preceding such Distribution Date;
(xiii) the Senior Prepayment Percentage and the Subordinate Prepayment
Percentage for the following Distribution Date;
(xiv) the aggregate amount of Realized Losses incurred during the
preceding calendar month or any Class A-PO Deferred Amounts for such
Distribution Date; 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 the Servicer a statement setting forth the information set
forth in Section 5.04(a).
In the case of information furnished pursuant to clauses (i), (ii) and (ix)
of Section 5.04(a), the amounts shall be expressed as a dollar amount per
Certificate with a $1,000 denomination.
On each Distribution Date, the Trustee shall prepare and furnish to each
Financial Market Service, in electronic or such other format and media mutually
agreed upon by the Trustee, the Financial Market Service and the Depositor, the
information contained in the statement described in Section 5.04(a) for such
Distribution Date.
The Trustee may make available each month, to any interested party, the
monthly statement to Certificateholders via the Trustee's website.
Within a reasonable period of time after the end of each calendar year, the
Trustee shall furnish to each Person who at any time during the calendar year
was the Holder of a Certificate, if requested in writing by such Person, a
statement containing the information set forth in clauses (i), (ii) and (vii) of
Section 5.04(a), in each case aggregated for such calendar year or applicable
portion thereof during which such Person was a Certificateholder. Such
obligation of the Trustee shall be deemed to have been satisfied to the extent
that substantially comparable information shall be provided by the Trustee
pursuant to any requirements of the Code as from time to time in force.
The Trustee shall deliver to the Holders of Certificates any reports or
information the Trustee is required by this Agreement or the Code, Treasury
Regulations or REMIC Provisions to deliver to the Holders of Certificates, and
the Trustee shall prepare and provide to the Certificateholders (by mail,
telephone, or publication as may be permitted by applicable Treasury
Regulations) such other reasonable information as the Trustee deems necessary or
appropriate or is required by the Code, Treasury Regulations, and the REMIC
Provisions including, but not limited to, (i) information to be reported to the
Holder of the Residual Certificate for quarterly notices on Schedule Q (Form
1066) (which information shall be forwarded to the Holder of the Residual
Certificate by the Trustee), (ii) information to be provided to the Holders of
Certificates with respect to amounts which should be included as interest and
original issue discount in such Holders' gross income and (iii) information to
be provided to all Holders of Certificates setting forth the percentage of the
REMIC's assets, determined in accordance with Treasury Regulations using a
convention, not inconsistent with Treasury Regulations, selected by the Trustee
in its absolute discretion, that constitute real estate assets under Section 856
of the Code, and assets described in Section 7701(a)(19)(C) of the Code;
provided, however, that in setting forth the percentage of such assets of the
REMIC, nothing contained in this Agreement, including without limitation Section
7.03 hereof, shall be interpreted to require the Trustee periodically to
appraise the fair market values of the assets of the Trust Estate or to
indemnify the Trust Estate or any Certificateholders from any adverse federal,
state or local tax consequences associated with a change subsequently required
to be made in the Depositor's initial good faith determinations of such fair
market values (if subsequent determinations are required pursuant to the REMIC
Provisions) made from time to time.
Section 5.05 Tax Returns and Reports to Certificateholders.
(a) For federal income tax purposes, the REMIC shall have a calendar year
taxable year and shall maintain its books on the accrual method of accounting.
(b) The Trustee shall prepare or cause to be prepared, shall execute and
shall file or cause to be filed with the Internal Revenue Service and applicable
state or local tax authorities income tax information returns for each taxable
year with respect to the REMIC containing such information at the times and in
the manner as may be required by the Code, the Treasury Regulations or state or
local tax laws, regulations, or rules, and shall furnish or cause to be
furnished to the REMIC and the Certificateholders the schedules, statements or
information at such times and in such manner as may be required thereby. Within
30 days of the Closing Date, the Trustee shall furnish or cause to be furnished
to the Internal Revenue Service, on Form 8811 or as otherwise required by the
Code or the Treasury Regulations, the name, title, address and telephone number
of the person that Holders of the Certificates may contact for tax information
relating thereto, together with such additional information at the time or times
and in the manner required by the Code or the Treasury Regulations. Such
federal, state, or local income tax or information returns shall be signed by
the Trustee, or such other Person as may be required to sign such returns by the
Code, the Treasury Regulations or state or local tax laws, regulations, or
rules.
(c) In the first federal income tax return of the REMIC for its short
taxable year ending December 31, 2001, REMIC status shall be elected for such
taxable year and all succeeding taxable years.
(d) The Trustee will maintain or cause to be maintained such records
relating to the REMIC, including but not limited to records relating to the
income, expenses, assets and liabilities of the Trust Estate, and the initial
fair market value and adjusted basis of the Trust Estate property and assets
determined at such intervals as may be required by the Code or the Treasury
Regulations, as may be necessary to prepare the foregoing returns, schedules,
statements or information.
Section 5.06 Tax Matters Person. The Tax Matters Person shall have the same
duties with respect to the REMIC as those of a "tax matters partner" under
Subchapter C of Chapter 63 of Subtitle F of the Code. The Holder of the Class
A-R Certificate is hereby designated as the Tax Matters Person for the REMIC. By
their acceptance of the Class A-R Certificate, such Holder irrevocably appoints
the Trustee as its agent to perform all of the duties of the Tax Matters Person
for the REMIC.
Section 5.07 Rights of the Tax Matters Person in Respect of the Trustee.
The Trustee shall afford the Tax Matters Person, upon reasonable notice during
normal business hours, access to all records maintained by the Trustee in
respect of its duties hereunder and access to officers of the Trustee
responsible for performing such duties. Upon request, the Trustee shall furnish
the Tax Matters Person with its most recent report of condition published
pursuant to law or to the requirements of its supervisory or examining authority
publicly available. The Trustee shall make available to the Tax Matters Person
such books, documents or records relating to the Trustee's services hereunder as
the Tax Matters Person shall reasonably request. The Tax Matters Person shall
not have any responsibility or liability for any action or failure to act by the
Trustee and is not obligated to supervise the performance of the Trustee under
this Agreement or otherwise.
Section 5.08 REMIC Related Covenants. For as long as the Trust shall exist,
the Trustee, the Depositor and the Servicer shall act in accordance herewith to
assure continuing treatment of the Trust Estate as a REMIC and avoid the
imposition of tax on the REMIC. In particular:
(a) The Trustee shall not create, or permit the creation of, any
"interests" in the REMIC within the meaning of Code Section 860D(a)(2) other
than the interests represented by the Regular Certificates and the Residual
Certificate.
(b) Except as otherwise provided in the Code, (i) the Depositor and the
Servicer shall not contribute to the Trust Estate and the Trustee shall not
accept property unless substantially all of the property held in the REMIC
constitutes either "qualified mortgages" or "permitted investments" as defined
in Code Sections 860G(a)(3) and (5), respectively, and (ii) no property shall be
contributed to the REMIC after the start-up day unless such contribution would
not subject the Trust Estate to the 100% tax on contributions to a REMIC after
the start-up day of the REMIC imposed by Code Section 860G(d).
(c) The Trustee shall not accept on behalf of the REMIC any fee or other
compensation for services and neither the Trustee nor the Servicer shall
knowingly accept, on behalf of the Trust Estate any income from assets other
than those permitted to be held by a REMIC.
(d) The Trustee shall not sell or permit the sale of all or any portion of
the Mortgage Loans (other than in accordance with Sections 2.02, 2.04 or
3.14(b)), unless such sale is pursuant to a "qualified liquidation" as defined
in Code Section 860F(a)(4)(A) and in accordance with Article X.
(e) The Trustee shall maintain books with respect to the Trust on a
calendar year taxable year and on an accrual basis.
Neither the Servicer nor the Trustee shall engage in a "prohibited
transaction" (as defined in Code Section 860F(a)(2)), except that, with the
prior written consent of the Servicer and the Depositor, the Trustee may engage
in the activities otherwise prohibited by the foregoing paragraphs (b), (c) and
(d); provided that the Servicer shall have delivered to the Trustee an Opinion
of Counsel to the effect that such transaction will not result in the imposition
of a tax on the REMIC and will not disqualify the Trust Estate from treatment as
a REMIC; and, provided further, that the Servicer shall have demonstrated to the
satisfaction of the Trustee that such action will not adversely affect the
rights of the Holders of the Certificates and the Trustee and that such action
will not adversely impact the rating of the Certificates.
ARTICLE VI
THE CERTIFICATES
Section 6.01 The Certificates. The Classes of Senior Certificates and the
Subordinate Certificates shall be substantially in the forms set forth in
Exhibits 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-26,
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 shall be available to
investors in interests representing minimum dollar Certificate Balances of
$25,000 and integral dollar multiples of $1 in excess thereof (except one
Certificate of such Class may be issued with a different Certificate Balance.
The Class A-R Certificate shall be in a minimum denomination of $100. The Senior
Certificates (other than the Class A-R Certificate) and the Class B-1, Class B-2
and Class B-3 Certificates shall initially be issued in book-entry form through
the Depository and delivered to the Depository or, pursuant to the Depository's
instructions on behalf of the Depository to, and deposited with, the Certificate
Custodian, and all other Classes of Certificates shall initially be issued in
definitive, fully-registered form.
The Certificates shall be executed by manual or facsimile signature on
behalf of the Trustee by an authorized officer or signatory. Certificates
bearing the manual or facsimile signatures of individuals who were, at the time
when such signatures were affixed, authorized to sign on behalf of the Trustee
shall bind the Trustee, notwithstanding that such individuals or any of them
have ceased to be so authorized prior to the execution and delivery of such
Certificates or did not hold such offices or positions at the date of such
Certificate. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless such Certificate shall have been
manually countersigned by the Trustee substantially in the form provided for
herein, and such countersignature upon any Certificate shall be conclusive
evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the date
of their countersignature.
Section 6.02 Registration of Transfer and Exchange of Certificates.
(a) The Trustee shall cause to be kept at an office or agency in the city
in which the Corporate Trust Office of the Trustee is located a Certificate
Register in which, subject to such reasonable regulations as it may prescribe,
the Trustee shall provide for the registration of Certificates and of transfers
and exchanges of Certificates as herein provided. The Trustee shall initially
serve as Certificate Registrar for the purpose of registering Certificates and
transfers and exchanges of Certificates as herein provided.
(b) At the option of the Certificateholders, Certificates may be exchanged
for other Certificates of authorized denominations of a like Class, tenor and
aggregate Percentage Interest, upon surrender of the Certificates to be
exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange, the Trustee shall execute and the Trustee shall
authenticate, countersign and deliver the Certificates which the
Certificateholder making the exchange is entitled to receive. Every Certificate
presented or surrendered for transfer or exchange shall (if so required by the
Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by
a written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by, the Holder thereof or its attorney duly
authorized in writing.
(c) (i) Except as provided in paragraph (c)(iii) below, the Book-Entry
Certificates shall at all times remain registered in the name of the
Depository or its nominee and at all times: (A) registration of the
Certificates may not be transferred by the Trustee except to another
Depository; (B) the Depository shall maintain book-entry records with
respect to the Certificate Owners and with respect to ownership and
transfers of such Book-Entry Certificates; (C) ownership and transfers of
registration of the Book-Entry Certificates on the books of the Depository
shall be governed by applicable rules established by the Depository; (D)
the Depository may collect its usual and customary fees, charges and
expenses from its Depository Participants; (E) the Trustee shall deal with
the Depository as the representative of the Certificate Owners of the
Book-Entry Certificates for purposes of exercising the rights of Holders
under this Agreement, and requests and directions for and votes of the
Depository shall not be deemed to be inconsistent if they are made with
respect to different Certificate Owners; and (F) the Trustee may rely and
shall be fully protected in relying upon information furnished by the
Depository with respect to its Depository Participants and furnished by the
Depository Participants with respect to indirect participating firms and
persons shown on the books of such indirect participating firms as direct
or indirect Certificate Owners.
(ii) All transfers by Certificate Owners of Book-Entry Certificates
shall be made in accordance with the procedures established by the
Depository Participant or brokerage firm representing such Certificate
Owner. Each Depository Participant shall only transfer Book-Entry
Certificates of Certificate Owners it represents or of brokerage firms for
which it acts as agent in accordance with the Depository's normal
procedures.
(iii) If (A) (1) the Depository or the Depositor advises the Trustee
in writing that the Depository is no longer willing or able to properly
discharge its responsibilities as Depository, and (2) the Trustee or the
Depositor is unable to locate a qualified successor, (B) the Depositor at
its option advises the Trustee in writing that it elects to terminate the
book-entry system through the Depository or (C) after the occurrence of an
Event of Default, Certificate Owners representing at least 51% of the
aggregate Class Certificate Balances of the Book-Entry Certificates
together advise the Trustee and the Depository through the Depository
Participants in writing that the continuation of a book-entry system
through the Depository is no longer in the best interests of the
Certificate Owners, the Trustee shall notify all Certificate Owners,
through the Depository, of the occurrence of any such event and of the
availability of definitive, fully-registered Certificates (the "Definitive
Certificates") to Certificate Owners requesting the same. Upon surrender to
the Trustee of the related Class of Certificates by the Depository (or by
the Certificate Custodian, if it holds such Class on behalf of the
Depository), accompanied by the instructions from the Depository for
registration, the Trustee shall issue the Definitive Certificates. None of
the Servicer, the Depositor or the Trustee shall be liable for any delay in
delivery of such instruction and may conclusively rely on, and shall be
protected in relying on, such instructions. The Depositor shall provide the
Trustee with an adequate inventory of certificates to facilitate the
issuance and transfer of Definitive Certificates. Upon the issuance of
Definitive Certificates, the Trustee shall recognize the Holders of the
Definitive Certificates as Certificateholders hereunder.
(d) No transfer of a Private Certificate shall be made unless such transfer
is exempt from the registration requirements of the 1933 Act and any applicable
state securities laws or is made in accordance with the 1933 Act and such laws.
In the event of any such transfer, (i) unless such transfer is made in reliance
on Rule 144A under the 1933 Act, the Trustee or the Depositor may require a
written Opinion of Counsel (which may be in-house counsel) acceptable to and in
form and substance reasonably satisfactory to the Trustee and the Depositor that
such transfer may be made pursuant to an exemption, describing the applicable
exemption and the basis therefor, from the 1933 Act and such laws or is being
made pursuant to the 1933 Act and such laws, which Opinion of Counsel shall not
be an expense of the Trustee or the Depositor and (ii) the Trustee shall require
a certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached hereto as Exhibit G-1 and a certificate from
such Certificateholder's prospective transferee substantially in the form
attached hereto either as Exhibit G-2A or as Exhibit G-2B, which certificates
shall not be an expense of the Trustee or the Depositor; provided that the
foregoing requirements under clauses (i) and (ii) shall not apply to a transfer
of a Private Certificate between or among the Depositor, the Seller, their
affiliates or both. The Depositor shall provide to any Holder of a Private
Certificate and any prospective transferees designated by any such Holder,
information regarding the related Certificates and the Mortgage Loans and such
other information as shall be necessary to satisfy the condition to eligibility
set forth in Rule 144A(d)(4) for transfer of any such certificate without
registration thereof under the 1933 Act pursuant to the registration exemption
provided by Rule 144A. The Holder of a Private Certificate desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee and the
Depositor against any liability that may result if the transfer is not so exempt
or is not made in accordance with such federal and state laws.
(e) No transfer of an ERISA Restricted Certificate shall be made unless the
transferee delivers to the Trustee either (i) a representation letter in the
form of Exhibit H from the transferee of such Certificate, which representation
letter shall not be an expense of the Depositor, the Trustee or the Servicer, or
(ii) in the case of any ERISA Restricted Certificate presented for registration
in the name of an employee benefit plan or arrangement, including an individual
retirement account, subject to ERISA, the Code, or any federal, state or local
law ("Similar Law") which is similar to ERISA or the Code (collectively, a
"Plan"), or a trustee or custodian of any of the foregoing, an Opinion of
Counsel in form and substance satisfactory to the Trustee and the Servicer to
the effect that the purchase or holding of such ERISA Restricted Certificate by
or on behalf of such Plan will not result in the assets of the Trust Estate
being deemed to be "plan assets" and subject to the prohibited transaction
provisions of ERISA, the Code or Similar Law and will not subject the Trustee,
the Depositor or the Servicer to any obligation in addition to those undertaken
in this Agreement, which Opinion of Counsel shall not be an expense of the
Trustee or the Servicer. Any transferee of an ERISA Restricted Certificate that
does not comply with either clause (i) or (ii) of the preceding sentence will be
deemed to have made one of the representations set forth in Exhibit H.
Notwithstanding anything else to the contrary herein, any purported transfer of
an ERISA Restricted Certificate to or on behalf of a Plan without the delivery
to the Trustee and the Servicer of an Opinion of Counsel satisfactory to the
Trustee and the Servicer as described above shall be void and of no effect.
Neither the Trustee nor the Certificate Registrar shall have any liability
for transfers of Book-Entry Certificates made through the book-entry facilities
of the Depository or between or among any Depository Participants or Certificate
Owners, made in violation of applicable restrictions. The Trustee may rely and
shall be fully protected in relying upon information furnished by the Depository
with respect to its Depository Participants and furnished by the Depository
Participants with respect to indirect participating firms and Persons shown on
the books of such indirect participating firms as direct or indirect Certificate
Owners.
To the extent permitted under applicable law (including, but not limited
to, ERISA), the Trustee shall be under no liability to any Person for any
registration of transfer of any ERISA Restricted Certificate that is in fact not
permitted by this Section 6.02 or for making any payments due on such
Certificate to the Holder thereof or taking any other action with respect to
such Holder under the provisions of this Agreement so long as the transfer was
registered by the Trustee in accordance with the foregoing requirements.
(f) Each Person who has or who acquires any Ownership Interest in a
Residual Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions, and
the rights of each Person acquiring any Ownership Interest in a Residual
Certificate are expressly subject to the following provisions:
(i) Each Person holding or acquiring any Ownership Interest in a
Residual Certificate shall be a Permitted Transferee and shall promptly
notify the Trustee of any change or impending change in its status as a
Permitted Transferee.
(ii) No Person shall acquire an Ownership Interest in a Residual
Certificate unless such Ownership Interest is a pro rata undivided
interest.
(iii) In connection with any proposed transfer of any Ownership
Interest in a Residual Certificate, the Trustee shall require delivery to
it, in form and substance satisfactory to it, of an affidavit in the form
of Exhibit I hereto from the proposed transferee.
(iv) Notwithstanding the delivery of an affidavit by a proposed
transferee under clause (iii) above, if a Responsible Officer of the
Trustee has actual knowledge that the proposed transferee is not a
Permitted Transferee, no transfer of any Ownership Interest in a Residual
Certificate to such proposed transferee shall be effected.
(v) No Ownership Interest in a Residual Certificate may be purchased
by or transferred to any Person that is not a U.S. Person, unless (A) such
Person holds such Residual Certificate in connection with the conduct of a
trade or business within the United States and furnishes the transferor and
the Trustee with an effective Internal Revenue Service Form W-8ECI (or
successor thereto) or (B) the transferee delivers to both the transferor
and the Trustee an Opinion of Counsel from a nationally-recognized tax
counsel to the effect that such transfer is in accordance with the
requirements of the Code and the regulations promulgated thereunder and
that such transfer of a Residual Certificate will not be disregarded for
federal income tax purposes.
(vi) Any attempted or purported transfer of any Ownership Interest in
a Residual Certificate in violation of the provisions of this Section 6.02
shall be absolutely null and void and shall vest no rights in the purported
transferee. If any purported transferee shall, in violation of the
provisions of this Section 6.02, become a Holder of a Residual Certificate,
then the prior Holder of such Residual Certificate that is a Permitted
Transferee shall, upon discovery that the registration of transfer of such
Residual Certificate was not in fact permitted by this Section 6.02, be
restored to all rights as Holder thereof retroactive to the date of
registration of transfer of such Residual Certificate. The Trustee shall be
under no liability to any Person for any registration of transfer of a
Residual Certificate that is in fact not permitted by this Section 6.02 or
for making any distributions due on such Residual Certificate to the Holder
thereof or taking any other action with respect to such Holder under the
provisions of the Agreement so long as the transfer was registered in
accordance with this Section 6.02. The Trustee shall be entitled to recover
from any Holder of a Residual Certificate that was in fact not a Permitted
Transferee at the time such distributions were made all distributions made
on such Residual Certificate. Any such distributions so recovered by the
Trustee shall be distributed and delivered by the Trustee to the prior
Holder of such Residual Certificate that is a Permitted Transferee.
(vii) If any Person other than a Permitted Transferee acquires any
Ownership Interest in a Residual Certificate in violation of the
restrictions in this Section 6.02, then the Trustee, based on information
provided to the Trustee by the Servicer, will provide to the Internal
Revenue Service, and to the Persons specified in Section 860E(e)(3) and (6)
of the Code, information needed to compute the tax imposed under Section
860E(e) of the Code on transfers of residual interests to disqualified
organizations. The expenses of the Trustee under this clause (vii) shall be
reimbursable by the Trust.
(viii) No Ownership Interest in a Residual Certificate shall be
acquired by a Plan or any Person acting on behalf of a Plan.
(g) [Reserved]
(h) No service charge shall be imposed for any transfer or exchange of
Certificates of any Class, but the Trustee may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
(i) All Certificates surrendered for transfer and exchange shall be
destroyed by the Certificate Registrar.
Section 6.03 Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any
mutilated Certificate is surrendered to the Certificate Registrar or the
Certificate Registrar receives evidence to its satisfaction of the destruction,
loss or theft of any Certificate, and (b) there is delivered to the Trustee, the
Depositor and the Certificate Registrar such security or indemnity reasonably
satisfactory to each, to save each of them harmless, then, in the absence of
actual notice to the Trustee or the Certificate Registrar that such Certificate
has been acquired by a bona fide purchaser, the Trustee shall countersign and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of like tenor, Class and Percentage
Interest but bearing a number not contemporaneously outstanding. Upon the
issuance of any new Certificate under this Section, the Trustee may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Trustee and the Certificate Registrar) connected therewith.
Any duplicate Certificate issued pursuant to this Section shall constitute
complete and indefeasible evidence of ownership in the Trust, as if originally
issued, whether or not the lost, stolen or destroyed Certificate shall be found
at any time.
Section 6.04 Persons Deemed Owners. Prior to due presentation of a
Certificate for registration of transfer, the Depositor, the Servicer, the
Trustee, the Certificate Registrar and any agent of the Depositor, the Servicer,
the Trustee or the Certificate Registrar may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions pursuant to Section 5.01 and for all other purposes
whatsoever, and none of the Depositor, the Servicer, the Trustee, the
Certificate Registrar or any agent of the Servicer, the Trustee or the
Certificate Registrar shall be affected by notice to the contrary.
ARTICLE VII
THE DEPOSITOR AND THE SERVICER
Section 7.01 Respective Liabilities of the Depositor and the Servicer. The
Depositor and the Servicer shall each be liable in accordance herewith only to
the extent of the obligations specifically and respectively imposed upon and
undertaken by the Depositor and the Servicer herein. By way of illustration and
not limitation, the Depositor is not liable for the servicing and administration
of the Mortgage Loans, nor is it obligated by Section 8.01 to assume any
obligations of the Servicer or to appoint a designee to assume such obligations,
nor is it liable for any other obligation hereunder that it may, but is not
obligated to, assume unless it elects to assume such obligation in accordance
herewith.
Section 7.02 Merger or Consolidation of the Depositor or the Servicer. The
Depositor and the Servicer will each keep in full effect its existence, rights
and franchises as a separate entity under the laws governing its organization,
and will each obtain and preserve its qualification to do business as a foreign
corporation in each jurisdiction in which such qualification is or shall be
necessary to protect the validity and enforceability of this Agreement, the
Certificates or any of the Mortgage Loans and to perform its respective duties
under this Agreement.
Any Person into which the Depositor or the Servicer may be merged or
consolidated, or any corporation resulting from any merger or consolidation to
which the Depositor or the Servicer shall be a party, or any Person succeeding
to the business of the Depositor or the Servicer, shall be the successor of the
Depositor or the Servicer, as the case may be, hereunder, without the execution
or filing of any paper or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding; provided, however, that
the successor or surviving Person to the Servicer shall be qualified to service
mortgage loans on behalf of FNMA or FHLMC.
Section 7.03 Limitation on Liability of the Depositor, the Servicer and
Others. None of the Depositor, the Servicer or any of the directors, officers,
employees or agents of the Depositor or of the Servicer shall be under any
liability to the Trust Estate or the Certificateholders for any action taken or
for refraining from the taking of any action in good faith pursuant to this
Agreement, or for errors in judgment; provided, however, that this provision
shall not protect the Depositor, the Servicer or any such Person against any
breach of warranties or representations made herein or any liability which would
otherwise be imposed by reason of willful misfeasance, bad faith or gross
negligence in the performance of duties or by reason of reckless disregard of
obligations and duties hereunder. The Depositor, the Servicer and any director,
officer, employee or agent of the Depositor or the Servicer may rely in good
faith on any document of any kind prima facie properly executed and submitted by
any Person respecting any matters arising hereunder. The Depositor, the Servicer
and any director, officer, employee or agent of the Depositor or the Servicer
shall be indemnified by the Trust Estate and held harmless against any loss,
liability or expense incurred in connection with any legal action relating to
this Agreement or the Certificates, other than any loss, liability or expense
related to any specific Mortgage Loan or Mortgage Loans (except as any such
loss, liability or expense shall be otherwise reimbursable pursuant to this
Agreement) and any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or gross negligence in the performance of duties
hereunder or by reason of reckless disregard of obligations and duties
hereunder. Neither of the Depositor nor the Servicer shall be under any
obligation to appear in, prosecute or defend any legal action which is not
incidental to its respective duties under this Agreement and which in its
opinion may involve it in any expense or liability; provided, however, that the
Depositor or the Servicer may in its discretion undertake any such action which
it may deem necessary or desirable in respect to this Agreement and the rights
and duties of the parties hereto and the interests of the Certificateholders
hereunder. In such event, the legal expenses and costs of such action and any
liability resulting therefrom shall be expenses, costs and liabilities of the
Trust Estate, and the Depositor and the Servicer shall be entitled to be
reimbursed therefor out of amounts attributable to the Mortgage Loans on deposit
in the Servicer Custodial Account as provided by Section 3.11.
Section 7.04 Depositor and Servicer Not to Resign. Subject to the
provisions of Section 7.02, neither the Depositor nor the Servicer shall resign
from its respective obligations and duties hereby imposed on it except upon
determination that its duties hereunder are no longer permissible under
applicable law. Any such determination permitting the resignation of the
Depositor or the Servicer shall be evidenced by an Opinion of Counsel to such
effect delivered to the Trustee. No such resignation by the Servicer shall
become effective until the Trustee or a successor servicer shall have assumed
the Servicer's responsibilities and obligations in accordance with Section 8.05
hereof.
ARTICLE VIII
DEFAULT
Section 8.01 Events of Default. If any one of the following events ("Events
of Default") shall occur and be continuing:
(a) any failure by the Servicer to deposit amounts in the Servicer
Custodial Account in the amount and manner provided herein so as to enable the
Trustee to distribute to Holders of Certificates any payment required to be made
under the terms of such Certificates and this Agreement (other than the payments
required to be made under Section 3.20) which continues unremedied for a period
of five days; or
(b) failure on the part of the Servicer duly to observe or perform in any
material respect any other covenants or agreements of the Servicer set forth in
the Certificates or in this Agreement, which covenants and agreements continue
unremedied for a period of 30 days after the date on which written notice of
such failure, requiring the same to be remedied, shall have been given to the
Servicer by the Trustee or the Depositor, or to the Servicer, the Depositor and
the Trustee by the Holders of Certificates evidencing Voting Rights aggregating
not less than 25% of all Certificates affected thereby; or
(c) the entry of a decree or order by a court or agency or supervisory
authority having jurisdiction in the premises for the appointment of a
conservator, receiver or liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings against the
Servicer, or for the winding up or liquidation of the Servicer's affairs, and
the continuance of any such decree or order unstayed and in effect for a period
of 60 consecutive days; or
(d) the consent by the Servicer to the appointment of a conservator or
receiver or liquidator in any insolvency, readjustment of debt, marshalling of
assets and liabilities or similar proceedings of or relating to the Servicer or
of or relating to substantially all of its property; or the Servicer shall admit
in writing its inability to pay its debts generally as they become due, file a
petition to take advantage of any applicable insolvency or reorganization
statute, make an assignment for the benefit of its creditors, or voluntarily
suspend payment of its obligations; or
(e) the failure of the Servicer to remit any Periodic Advance required to
be remitted by the Servicer pursuant to Section 3.20 which failure continues
unremedied at 3:00 p.m. on the related Distribution Date;
then, and in each and every such case, so long as an Event of Default shall not
have been remedied by the Servicer, either the Trustee or the Depositor may, and
at the direction of the Holders of Certificates evidencing Voting Rights
aggregating not less than 51% of all Certificates affected thereby shall, by
notice then given in writing to the Servicer (and to the Trustee, if given by
the Depositor, and to the Depositor, if given by the Trustee), terminate all of
the rights and obligations of the Servicer under this Agreement. If an Event of
Default described in clause (e) hereof shall occur, the Trustee shall, by notice
to the Servicer, terminate all of the rights and obligations of the Servicer
under this Agreement and in and to the Mortgage Loans and proceeds thereof and
the Trustee or a successor Servicer appointed pursuant to Section 8.05 shall
make the Advance which the Servicer failed to make. On or after the receipt by
the Servicer of such written notice, all authority and power of the Servicer
under this Agreement, whether with respect to the Certificates or the Mortgage
Loans or otherwise, shall pass to and be vested in the Trustee pursuant to and
under this Section 8.01, unless and until such time as the Trustee shall appoint
a successor Servicer pursuant to Section 8.05, and, without limitation, the
Trustee is hereby authorized and empowered to execute and deliver, on behalf of
the Servicer, as attorney-in-fact or otherwise, any and all documents and other
instruments, and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement of the Mortgage Loans and related
documents, or otherwise, including, without limitation, the recordation of the
assignments of the Mortgage Loans to it. The Servicer agrees to cooperate with
the Trustee in effecting the termination of the responsibilities and rights of
the Servicer hereunder, including, without limitation, the transfer to the
Trustee for the administration by it of all cash amounts that have been
deposited by the Servicer in the Servicer Custodial Account or thereafter
received by the Servicer with respect to the Mortgage Loans. Upon obtaining
notice or knowledge of the occurrence of any Event of Default, the Person
obtaining such notice or knowledge shall give prompt written notice thereof to
Certificateholders at their respective addresses appearing in the Certificate
Register and to each Rating Agency. All costs and expenses (including attorneys'
fees) incurred in connection with transferring the Mortgage Files to the
successor Servicer and amending this Agreement to reflect such succession as
Servicer pursuant to this Section 8.01 shall be paid by the predecessor
Servicer. Notwithstanding the termination of the Servicer pursuant hereto, the
Servicer shall remain liable for any causes of action arising out of any Event
of Default occurring prior to such termination.
Section 8.02 Remedies of Trustee. During the continuance of any Event of
Default, so long as such Event of Default shall not have been remedied, the
Trustee, in addition to the rights specified in Section 8.01, shall have the
right, in its own name as trustee of an express trust, to take all actions now
or hereafter existing at law, in equity or by statute to enforce its rights and
remedies and to protect the interests, and enforce the rights and remedies, of
the Certificateholders (including the institution and prosecution of all
judicial, administrative and other proceedings and the filing of proofs of claim
and debt in connection therewith). Except as otherwise expressly provided in
this Agreement, no remedy provided for by this Agreement shall be exclusive of
any other remedy, and each and every remedy shall be cumulative and in addition
to any other remedy and no delay or omission to exercise any right or remedy
shall impair any such right or remedy or shall be deemed to be a waiver of any
Event of Default.
Section 8.03 Directions by Certificateholders and Duties of Trustee During
Event of Default. During the continuance of any Event of Default, Holders of
Certificates evidencing Voting Rights aggregating not less than 25% of each
Class of Certificates affected thereby may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee under this Agreement; provided,
however, that the Trustee shall be under no obligation to pursue any such
remedy, or to exercise any of the trusts or powers vested in it by this
Agreement (including, without limitation, (a) the conducting or defending of any
administrative action or litigation hereunder or in relation hereto, and (b) the
terminating of the Servicer or any successor Servicer from its rights and duties
as servicer hereunder) at the request, order or direction of any of the
Certificateholders, unless such Certificateholders shall have offered to the
Trustee reasonable security or indemnity against the costs, expenses and
liabilities which may be incurred therein or thereby and, provided further,
that, subject to the provisions of Section 9.01, the Trustee shall have the
right to decline to follow any such direction if the Trustee, based upon an
Opinion of Counsel, determines that the action or proceeding so directed may not
lawfully be taken or if the Trustee in good faith determines that the action or
proceeding so directed would involve it in personal liability or be unjustly
prejudicial to the non-assenting Certificateholders.
Section 8.04 Action upon Certain Failures of the Servicer and upon Event of
Default. In the event that the Trustee shall have actual knowledge of any
failure of the Servicer specified in Section 8.01(a) or (b) which would become
an Event of Default upon the Servicer's failure to remedy the same after notice,
the Trustee shall give notice thereof to the Servicer. If the Trustee shall have
knowledge of an Event of Default, the Trustee shall give prompt written notice
thereof to the Certificateholders.
Section 8.05 Trustee to Act; Appointment of Successor.
(a) On and after the time the Servicer receives a notice of termination
pursuant to Section 8.01, the Trustee shall be the successor in all respects to
the Servicer in its capacity as servicer under this Agreement and the
transactions set forth or provided for herein and shall be subject to all the
responsibilities, duties and liabilities relating thereto placed on the Servicer
by the terms and provisions hereof or shall appoint a successor pursuant to
Section 3.07. Notwithstanding anything provided herein to the contrary, under no
circumstances shall any provision of this Agreement be construed to require the
Trustee, acting in its capacity as successor to the Servicer in its obligation
to make Advances, to advance, expend or risk its own funds or otherwise incur
any financial liability in the performance of its duties hereunder if it shall
have reasonable grounds for believing that such funds are non-recoverable.
Subject to Section 8.05(b), as compensation therefor, the Trustee shall be
entitled to such compensation as the terminated Servicer would have been
entitled to hereunder if no such notice of termination had been given.
Notwithstanding the above, the Trustee may, if it shall be unwilling so to act,
or shall, if it is legally unable so to act, appoint, or petition a court of
competent jurisdiction to appoint, any established housing and home finance
institution having a net worth of not less than $10,000,000 as the successor to
the terminated Servicer hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of the Servicer hereunder; provided,
however, that any such institution appointed as successor Servicer shall not, as
evidenced in writing by each Rating Agency, adversely affect the then current
rating of any Class of Certificates immediately prior to the termination of the
terminated Servicer. The appointment of a successor Servicer shall not affect
any liability of the predecessor Servicer which may have arisen under this
Agreement prior to its termination as Servicer, nor shall any successor Servicer
be liable for any acts or omissions of the predecessor Servicer or for any
breach by the Servicer of any of its representations or warranties contained
herein or in any related document or agreement. Pending appointment of a
successor to the terminated Servicer hereunder, unless the Trustee is prohibited
by law from so acting, the Trustee shall act in such capacity as provided above.
The Trustee and such successor shall take such action, consistent with this
Agreement, as shall be necessary to effectuate any such succession.
(b) In connection with the appointment of a successor Servicer or the
assumption of the duties of the Servicer, as specified in Section 8.05(a), the
Trustee may make such arrangements for the compensation of such successor out of
payments on Mortgage Loans serviced by the predecessor Servicer as it and such
successor shall agree; provided, however, that any Person assuming the duties of
the Servicer shall pay to such predecessor an amount equal to the market value
of the portion of the Servicing Fee that will accrue in the future due to the
Servicing Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loan.
The "market value" of such portion of the Servicing Fee shall be determined by
Bank of America, N.A., on the basis of at least two quotations from third
parties actively engaged in the servicing of single-family mortgage loans. If
the successor Servicer does not agree that such market value is a fair price,
such successor shall obtain two quotations of market value from third parties
actively engaged in the servicing of single-family mortgage loans. The market
value of the excess portion of the Servicing Fee will then be equal to the
average of (i) the lowest figure obtained by Bank of America, N.A., and (ii) the
highest figure obtained by the successor Servicer. Payment of the amount
calculated above shall be made to Bank of America, N.A., by the successor
Servicer no later than the last Business Day of the month in which such
successor Servicer becomes entitled to receive the Servicing Fee under this
Agreement. In no event will any portion of the Trust Estate be used to pay
amounts due to Bank of America, N.A. under this Section 8.05(b).
(c) Any successor, including the Trustee, to the Servicer as servicer shall
during the term of its service as servicer maintain in force (i) a policy or
policies of insurance covering errors and omissions in the performance of its
obligations as servicer hereunder and (ii) a fidelity bond in respect of its
officers, employees and agents to the same extent as the Servicer is so required
pursuant to Section 3.03.
Section 8.06 Notification to Certificateholders. Upon any termination or
appointment of a successor to the Servicer pursuant to this Article VIII, the
Trustee shall give prompt written notice thereof to Certificateholders at their
respective addresses appearing in the Certificate Register and to each Rating
Agency.
ARTICLE IX
THE TRUSTEE
Section 9.01 Duties of Trustee.
(a) The Trustee, prior to the occurrence of an Event of Default and after
the curing or waiver of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement. In case an Event of Default has occurred of which a
Responsible Officer of the Trustee shall have actual knowledge (which has not
been cured or waived), the Trustee shall exercise such of the rights and powers
vested in it by this Agreement, and use the same degree of care and skill in
their exercise as a reasonably prudent investor would exercise or use under the
circumstances in the conduct of such investor's own affairs.
The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement.
(b) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own grossly negligent action, its own grossly
negligent failure to act or its own willful misfeasance; provided, however,
that:
(i) Prior to the occurrence of an Event of Default, and after the
curing or waiver of all such Events of Default which may have occurred, the
duties and obligations of the Trustee shall be determined solely by the
express provisions of this Agreement, the Trustee shall not be liable
except for the performance of such duties and obligations as are
specifically set forth in this Agreement, no implied covenants or
obligations shall be read into this Agreement against the Trustee and, in
the absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon any certificates or opinions furnished
to the Trustee by the Depositor or the Servicer and which on their face, do
not contradict the requirements of this Agreement;
(ii) The Trustee (in its individual capacity) shall not be personally
liable for an error of judgment made in good faith by a Responsible Officer
or Responsible Officers of the Trustee, unless it shall be proved that the
Trustee was grossly negligent in ascertaining the pertinent facts;
(iii) The Trustee (in its individual capacity) shall not be personally
liable with respect to any action taken, suffered or omitted to be taken by
it in good faith in accordance with the direction of Certificateholders as
provided in Section 8.03;
(iv) The Trustee shall not be charged with knowledge of any default
(other than a default in payment to the Trustee) specified in clauses (a)
and (b) of Section 8.01 or an Event of Default under clauses (c), (d) and
(e) of Section 8.01 unless a Responsible Officer of the Trustee assigned to
and working in the Corporate Trust Office obtains actual knowledge of such
failure or event or any officer of the Trustee receives written notice of
such failure or event at its Corporate Trust Office from the Servicer, the
Depositor or any Certificateholder; and
(v) Except to the extent provided in Section 8.05, no provision in
this Agreement shall require the Trustee to expend or risk its own funds
(including, without limitation, the making of any Advance as successor
Servicer) or otherwise incur any personal financial liability in the
performance of any of its duties as Trustee hereunder, or in the exercise
of any of its rights or powers, if the Trustee shall have reasonable
grounds for believing that repayment of funds or adequate indemnity against
such risk or liability is not reasonably assured to it.
Section 9.02 Certain Matters Affecting the Trustee.
Except as otherwise provided in Section 9.01:
(i) The Trustee may request and rely upon and shall be protected in
acting or refraining from acting upon any resolution, Officer's
Certificate, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, appraisal,
bond or other paper or document believed by it to be genuine and to have
been signed or presented by the proper party or parties;
(ii) The Trustee may consult with counsel and any Opinion of Counsel
shall be full and complete authorization and protection in respect of any
action taken or suffered or omitted by it hereunder in good faith and in
accordance with such Opinion of Counsel;
(iii) The Trustee shall be under no obligation to exercise any of the
trusts or powers vested in it by this Agreement or to institute, conduct or
defend any litigation hereunder or in relation hereto at the request, order
or direction of any of the Certificateholders, pursuant to the provisions
of this Agreement, unless such Certificateholders shall have offered to the
Trustee reasonable security or indemnity against the costs, expenses and
liabilities which may be incurred therein or thereby; nothing contained
herein shall, however, relieve the Trustee of the obligation, upon the
occurrence of an Event of Default (which has not been cured or waived), to
exercise such of the rights and powers vested in it by this Agreement, and
to use the same degree of care and skill in their exercise as a prudent
investor would exercise or use under the circumstances in the conduct of
such investor's own affairs;
(iv) The Trustee shall not be personally liable for any action taken,
suffered or omitted by it in good faith and believed by it to be authorized
or within the discretion or rights or powers conferred upon it by this
Agreement;
(v) Prior to the occurrence of an Event of Default hereunder and after
the curing or waiving of all Events of Default which may have occurred, the
Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond or other
paper or document, unless requested in writing so to do by Holders or
Certificate or any Class evidencing, as to such Class, Percentage
Interests, aggregating not less than 50%; provided, however, that if the
payment within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation
is, in the opinion of the Trustee, not reasonably assured to the Trustee by
the security afforded to it by the terms of this Agreement, the Trustee may
require reasonable indemnity against such expense or liability or payment
of such estimated expenses as a condition to so proceeding; and
(vi) The Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys.
Section 9.03 Trustee Not Liable for Certificates or Mortgage Loans. The
recitals contained herein and in the Certificates (other than the execution of,
and the counter-signature on the Certificates) shall be taken as the statements
of the Depositor or Servicer, as applicable, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Agreement or of the Certificates or any
Mortgage Loans save that the Trustee represents that, assuming due execution and
delivery by the other parties hereto, this Agreement has been duly authorized,
executed and delivered by it and constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms, subject, as to
enforcement of remedies, to applicable insolvency, receivership, moratorium and
other laws affecting the rights of creditors generally, and to general
principles of equity and the discretion of the court (regardless of whether
enforcement of such remedies is considered in a proceeding in equity or at law).
The Trustee shall not be accountable for the use or application by the Depositor
of funds paid to the Depositor in consideration of the assignment of the
Mortgage Loans hereunder by the Depositor, or for the use or application of any
funds paid to Subservicers or the Servicer in respect of the Mortgage Loans or
deposited into the Servicer Custodial Account, or any other account hereunder
(other than the Certificate Account) by the Servicer.
The Trustee shall at no time have any responsibility or liability for or
with respect to the legality, validity and enforceability of any Mortgage or any
Mortgage Loan, or the perfection and priority of any Mortgage or the maintenance
of any such perfection and priority or for or with respect to the sufficiency of
the Trust or its ability to generate the payments to be distributed to
Certificateholders under this Agreement, including, without limitation: the
existence, condition and ownership of any Mortgaged Property; the existence and
enforceability of any hazard insurance thereon (other than if the Trustee shall
assume the duties of the Servicer pursuant to Section 8.05 and thereupon only
for the acts or omissions of the successor Servicer); the validity of the
assignment of any Mortgage Loan to the Trustee or of any intervening assignment;
the completeness of any Mortgage Loan; the performance or enforcement of any
Mortgage Loan (other than if the Trustee shall assume the duties of the Servicer
pursuant to Section 8.05 and thereupon only for the acts or omissions of the
Trustee as successor Servicer); the compliance by the Depositor or the Servicer
with any warranty or representation made under this Agreement or in any related
document or the accuracy of any such warranty or representation; any investment
of monies by or at the direction of the Servicer or any loss resulting
therefrom, it being understood that the Trustee shall remain responsible for any
Trust property that it may hold in its individual capacity; the acts or
omissions of any of the Depositor, the Servicer (other than if the Trustee shall
assume the duties of the Servicer pursuant to Section 8.05 and thereupon only
for the acts or omissions of the Trustee as successor Servicer), any Subservicer
or any Mortgagor; any action of the Servicer (other than if the Trustee shall
assume the duties of the Servicer pursuant to Section 8.05 and thereupon only
for the acts or omissions of the Trustee as successor Servicer) or any
Subservicer taken in the name of the Trustee; the failure of the Servicer or any
Subservicer to act or perform any duties required of it as agent of the Trustee
hereunder; or any action by the Trustee taken at the instruction of the Servicer
(other than if the Trustee shall assume the duties of the Servicer pursuant to
Section 8.05 and thereupon only for the acts or omissions of the Trustee as
successor Servicer); provided, however, that the foregoing shall not relieve the
Trustee of its obligation to perform its duties under this Agreement, including,
without limitation, the Trustee's review of the Mortgage Files pursuant to
Section 2.02. The Trustee shall file any financing or continuation statement in
any public office at any time required to maintain the perfection of any
security interest or lien granted to it hereunder.
Section 9.04 Trustee May Own Certificates. The Trustee in its individual or
any other capacity may become the owner or pledgee of Certificates with the same
rights it would have if it were not Trustee and may otherwise deal with the
Servicer, any Subservicer or any of their respective affiliates with the same
right it would have if it were not the Trustee.
Section 9.05 Eligibility Requirements for Trustee. The Trustee hereunder
shall at all times be (a) an institution the deposits of which are fully insured
by the FDIC and (b) a corporation or banking association organized and doing
business under the laws of the United States of America or of any State,
authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of not less than $50,000,000 and subject to supervision or
examination by Federal or State authority and (c) with respect to every
successor trustee hereunder either an institution (i) the long-term unsecured
debt obligations of which are rated at least "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 the Servicer. If such corporation or banking
association publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section 9.05, the combined capital and surplus of such
corporation or banking association shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with the
provision of this Section 9.05, the Trustee shall resign immediately in the
manner and with the effect specified in Section 9.06.
Section 9.06 Resignation and Removal of Trustee. The Trustee may at any
time resign and be discharged from the trust hereby created by giving written
notice thereof to the Servicer and mailing a copy of such notice to all Holders
of record. The Trustee shall also mail a copy of such notice of resignation to
each Rating Agency. Upon receiving such notice of resignation, the Servicer
shall use their best efforts to promptly appoint a mutually acceptable successor
Trustee by written instrument, in duplicate, one copy of which instrument shall
be delivered to the resigning Trustee and one copy to the successor Trustee. If
no successor Trustee shall have been so appointed and shall have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee.
If at any time the Trustee shall cease to be eligible in accordance with
the provisions of Section 9.05 and shall fail to resign after written request
therefor by the Servicer, or if at any time the Trustee shall become incapable
of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the
Trustee or of its property shall be appointed, or any public officer shall take
charge or control of the Trustee or of its property or affairs for the purpose
of rehabilitation, conservation or liquidation, then the Servicer may remove the
Trustee and appoint a successor trustee by written instrument, in duplicate, one
copy of which instrument shall be delivered to the Trustee so removed and one
copy to the successor.
The Holders of Certificates evidencing not less than 50% of the Voting
Rights may at any time remove the Trustee by written instrument or instruments
delivered to the Servicer and the Trustee; the Servicer shall thereupon use
their best efforts to appoint a mutually acceptable successor Trustee in
accordance with this Section 9.06.
Any resignation or removal of the Trustee and appointment of a successor
Trustee pursuant to any of the provisions of this Section 9.06 shall become
effective upon acceptance of appointment by the successor Trustee as provided in
Section 9.07.
Section 9.07 Successor Trustee. Any successor Trustee appointed as provided
in Section 9.06 shall execute, acknowledge and deliver to the Servicer and to
its predecessor Trustee an instrument accepting such appointment hereunder, and
thereupon the resignation or removal of the predecessor Trustee shall become
effective and such successor Trustee, without any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as Trustee herein. The predecessor Trustee shall duly assign, transfer,
deliver and pay over to the successor Trustee the whole of the Mortgage Files
and related documents and statements held by it hereunder, together with all
instruments of transfer and assignment or other documents properly executed as
may be reasonably required to effect such transfer and such of the records or
copies thereof maintained by the predecessor Trustee in the administration
hereof as may be reasonably requested by the successor Trustee and shall
thereupon be discharged from all duties and responsibilities under this
Agreement; provided, however, that if the predecessor Trustee has been
terminated pursuant to the third paragraph of Section 9.06, all reasonable
expenses of the predecessor Trustee incurred in complying with this Section 9.07
shall be reimbursed by the Trust.
No successor Trustee shall accept appointment as provided in this Section
9.07 unless at the time of such appointment such successor Trustee shall be
eligible under the provisions of Section 9.05.
Upon acceptance of appointment by a successor Trustee as provided in this
Section 9.07, the Servicer shall cooperate to mail notice of the succession of
such Trustee hereunder to all Holders of Certificates at their addresses as
shown in the Certificate Register and to each Rating Agency. If the Servicer
fail to mail such notice within ten days after acceptance of appointment by the
successor Trustee, the successor Trustee shall cause such notice to be mailed at
the expense of the Servicer.
Section 9.08 Merger or Consolidation of Trustee. Any corporation or banking
association into which the Trustee may be merged or converted or with which it
may be consolidated, or any corporation or banking association resulting from
any merger, conversion or consolidation to which the Trustee shall be a party,
or any corporation or banking association succeeding to all or substantially all
of the corporate trust business of the Trustee, shall be the successor of the
Trustee hereunder, if such corporation or banking association is eligible under
the provisions of Section 9.05, without the execution or filing of any paper or
any further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding.
Section 9.09 Appointment of Co-Trustee or Separate Trustee. Notwithstanding
any of the provisions hereof, at any time, for the purpose of meeting any legal
requirements of any jurisdiction in which any Mortgaged Property may at the time
be located or for any other reason, the Servicer and the Trustee acting jointly
shall have the power and shall execute and deliver all instruments to appoint
one or more Persons approved by the Trustee as co-trustee or separate trustee of
all or any part of the Trust Estate, and to vest in such Person or Persons, in
such capacity, such title to the Trust Estate, or any part thereof, and, subject
to the other provision of this Section 9.09, such powers, duties, obligations,
rights and trusts as the Servicer and the Trustee may consider necessary or
desirable. If the Servicer shall not have joined in such appointment within ten
days after the receipt by it of a request to do so, the Trustee alone shall have
the power to make such appointment. No co-trustee or separate trustee hereunder
shall be required to meet the terms of eligibility as a successor Trustee under
Section 9.05 and no notice to Holders of Certificates of the appointment of
co-trustee(s) or separate trustee(s) shall be required under Section 9.07.
In the case of any appointment of a co-trustee or separate trustee pursuant
to this Section 9.09, all rights, powers, duties and obligations conferred or
imposed upon the Trustee shall be conferred or imposed upon and exercised or
performed by the Trustee and such separate trustee or co-trustee jointly, except
to the extent that under any law of any jurisdiction in which any particular act
or acts are to be performed (whether as Trustee hereunder or as successor to the
Servicer hereunder), the Trustee shall be incompetent or unqualified to perform
such act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Trust Estate or any portion thereof in
any such jurisdiction) shall be exercised and performed by such separate trustee
or co-trustee at the direction of the Trustee. No trustee hereunder shall be
held personally liable by reason of any act or omission of any other trustee
hereunder; provided, however, that no appointment of a co-trustee or separate
trustee hereunder shall relieve the Trustee of its obligations hereunder.
Any notice, request or other writing given to the Trustee shall be deemed
to have been given to each of the then separate trustees and co-trustees, as
effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article IX. Each separate trustee and co-trustee, upon its acceptance of
the trusts conferred, shall be vested with the estates or property specified in
its instrument of appointment, either jointly with the Trustee or separately, as
may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.
Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall become incapable of acting, resign or be removed, or shall be adjudged a
bankrupt or insolvent, or a receiver of its property shall be appointed, or any
public officer shall take charge or control of such trustee or co-trustee or of
its property or affairs for the purpose of rehabilitation, conservation or
liquidation, all of its estates, properties, rights, remedies and trusts shall
vest in and be exercised by the Trustee, to the extent permitted by law, without
the appointment of a new or successor trustee.
Section 9.10 Authenticating Agents. The Trustee may appoint one or more
authenticating agents ("Authenticating Agents") which shall be authorized to act
on behalf of the Trustee in authenticating or countersigning Certificates.
Initially, the Authenticating Agent shall be The Bank of New York. Wherever
reference is made in this Agreement to the authentication or countersigning of
Certificates by the Trustee or the Trustee's certificate of authentication or
countersigning, such reference shall be deemed to include authentication or
countersigning on behalf of the Trustee by an Authenticating Agent and a
certificate of authentication or countersignature executed on behalf of the
Trustee by an Authenticating Agent. Each Authenticating Agent must be acceptable
to the Servicer and must be a corporation or banking association organized and
doing business under the laws of the United States of America or of any State,
having a principal office and place of business in New York, New York, having a
combined capital and surplus of at least $15,000,000, authorized under such laws
to do a trust business and subject to supervision or examination by Federal or
State authorities.
Any corporation or banking association into which any Authenticating Agent
may be merged or converted or with which it may be consolidated, or any
corporation or banking association resulting from any merger, conversion or
consolidation to which any Authenticating Agent shall be a party, or any
corporation or banking association succeeding to the corporate agency business
of any Authenticating Agent, shall continue to be the Authenticating Agent
without the execution or filing of any paper or any further act on the part of
the Trustee or the Authenticating Agent.
Any Authenticating Agent may at any time resign by giving written notice of
resignation to the Trustee and to the Servicer. The Trustee may at any time
terminate the agency of any Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to the Servicer. Upon receiving a
notice of resignation or upon such a termination, or in case, at any time any
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 9.10, the Trustee may appoint a successor
Authenticating Agent, shall give written notice of such appointment to the
Servicer and shall mail notice of such appointment to all Certificateholders.
Any successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers, duties and responsibilities of
its predecessor hereunder, with like effect as if originally named as
Authenticating Agent.
Section 9.11 Trustee's Fees and Expenses. The Trustee, as compensation for
its activities hereunder, shall be entitled to receive on each Distribution Date
an amount equal to the Trustee Fee for such Distribution Date pursuant to
Section 5.02(a). The Trustee and any director, officer, employee or agent of the
Trustee shall be indemnified by the Trust and held harmless against any loss,
liability or expense (including reasonable attorney's fees) (a) incurred in
connection with any claim or legal action relating to (i) this Agreement, (ii)
the Certificates, or (iii) the performance of any of the Trustee's duties
hereunder, other than any loss, liability or expense incurred by reason of
willful misfeasance, bad faith or gross negligence in the performance of any of
the Trustee's duties hereunder, (b) resulting from any tax or information return
which was prepared by, or should have been prepared by, the Servicer and (c)
arising out of the transfer of any Private Certificate not in compliance with
ERISA. Such indemnity shall survive the termination of this Agreement or the
resignation or removal of the Trustee hereunder. Without limiting the foregoing,
except as otherwise agreed upon in writing by the Depositor and the Trustee, and
except for any such expense, disbursement or advance as may arise from the
Trustee's gross negligence, bad faith or willful misconduct, the Trust shall
reimburse the Trustee for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any of the provisions of this
Agreement to the extent permitted by Treasury Regulations Section
1.860G-1(b)(3)(ii) and (iii); provided, however, that the Depositor and the
Trustee intend to enter into a separate agreement for custody-related services.
Except as otherwise provided herein, the Trustee shall not be entitled to
payment or reimbursement for any routine ongoing expenses incurred by the
Trustee in the ordinary course of its duties as Trustee, Certificate Registrar
or Paying Agent hereunder or for any other expenses.
Section 9.12 Appointment of Custodian. The Trustee may at any time on or
after the Closing Date, with the consent of the Depositor and the Servicer,
appoint one or more Custodians to hold all or a portion of the Mortgage Files as
agent for the Trustee, by entering into a custodial agreement in a form
acceptable to the Depositor and the Servicer. Subject to this Article IX, the
Trustee agrees to comply with the terms of each Custodial Agreement and to
enforce the terms and provisions thereof against the Custodian for the benefit
of the Certificateholders. Each Custodian shall be a depository institution
subject to supervision by federal or state authority, shall have a combined
capital and surplus of at least $10,000,000 and shall be qualified to do
business in the jurisdiction in which it holds any Mortgage File.
Section 9.13 Paying Agents. The Trustee may appoint one or more Paying
Agents (each, a "Paying Agent") which shall be authorized to act on behalf of
the Trustee in making withdrawals from the Certificate Account and distributions
to Certificateholders as provided in Section 3.08 and Section 5.02. Wherever
reference is made in this Agreement to the withdrawal from the Certificate
Account by the Trustee, such reference shall be deemed to include such a
withdrawal on behalf of the Trustee by a Paying Agent. Initially, the Paying
Agent shall be The Bank of New York. Whenever reference is made in this
Agreement to a distribution by the Trustee or the furnishing of a statement to
Certificateholders by the Trustee, such reference shall be deemed to include
such a distribution or furnishing on behalf of the Trustee by a Paying Agent.
Each Paying Agent shall provide to the Trustee such information concerning the
Certificate Account as the Trustee shall request from time to time. Each Paying
Agent must be reasonably acceptable to the Servicer and must be a corporation or
banking association organized and doing business under the laws of the United
States of America or of any state, having (except in the case of the Trustee) a
principal office and place of business in New York, New York, having a combined
capital and surplus of at least $15,000,000, authorized under such laws to do a
trust business and subject to supervision or examination by federal or state
authorities.
Any corporation into which any Paying Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which any Paying Agent shall be
a party, or any corporation succeeding to the corporate agency business of any
Paying Agent, shall continue to be the Paying Agent provided that such
corporation after the consummation of such merger, conversion, consolidation or
succession meets the eligibility requirements of this Section 9.13.
Any Paying Agent may at any time resign by giving written notice of
resignation to the Trustee and to the Servicer; provided that the Paying Agent
has returned to the Certificate Account or otherwise accounted, to the
reasonable satisfaction of the Trustee, for all amounts it has withdrawn from
the Certificate Account. The Trustee may, upon prior written approval of the
Servicer, at any time terminate the agency of any Paying Agent by giving written
notice of termination to such Paying Agent and to the Servicer. Upon receiving a
notice of resignation or upon such a termination, or in case at any time any
Paying Agent shall cease to be eligible in accordance with the provisions of the
first paragraph of this Section 9.13, the Trustee may appoint, upon prior
written approval of the Servicer, a successor Paying Agent, shall give written
notice of such appointment to the Servicer and shall mail notice of such
appointment to all Certificateholders. Any successor Paying Agent upon
acceptance of its appointment hereunder shall become vested with all rights,
powers, duties and responsibilities of its predecessor hereunder, with like
effect as if originally named as Paying Agent. The Trustee shall remain liable
for any duties and obligations assumed by its appointed Paying Agent.
Section 9.14 Limitation of Liability. The Certificates are executed by the
Trustee, not in its individual capacity but solely as Trustee of the Trust, in
the exercise of the powers and authority conferred and vested in it by this
Agreement. Each of the undertakings and agreements made on the part of the
Trustee in the Certificates is made and intended not as a personal undertaking
or agreement by the Trustee but is made and intended for the purpose of binding
only the Trust.
Section 9.15 Trustee May Enforce Claims Without Possession of Certificates.
All rights of action and claims under this Agreement or the Certificates may be
prosecuted and enforced by the Trustee without the possession of any of the
Certificates or the production thereof in any proceeding relating thereto, and
such preceding instituted by the Trustee shall be brought in its own name or in
its capacity as Trustee. Any recovery of judgment shall, after provision for the
payment of the reasonable compensation, expenses, disbursement and advances of
the Trustee, its agents and counsel, be for the ratable benefit of the
Certificateholders in respect of which such judgment has been recovered.
Section 9.16 Suits for Enforcement. In case an Event of Default or other
default by the Servicer or the Depositor hereunder shall occur and be
continuing, the Trustee, in its discretion, may proceed to protect and enforce
its rights and the rights of the Holders of Certificates under this Agreement by
a suit, action or proceeding in equity or at law or otherwise, whether for the
specific performance of any covenant or agreement contained in this Agreement or
in aid of the execution of any power granted in this Agreement or for the
enforcement of any other legal, equitable or other remedy, as the Trustee, being
advised by counsel, shall deem most effectual to protect and enforce any of the
rights of the Trustee and the Certificateholders.
Section 9.17 Waiver of Bond Requirement. The Trustee shall be relieved of,
and each Certificateholder hereby waives, any requirement of any jurisdiction in
which the Trust, or any part thereof, may be located that the Trustee post a
bond or other surety with any court, agency or body whatsoever.
Section 9.18 Waiver of Inventory, Accounting and Appraisal Requirement. The
Trustee shall be relieved of, and each Certificateholder hereby waives, any
requirement of any jurisdiction in which the Trust, or any part thereof, may be
located that the Trustee file any inventory, accounting or appraisal of the
Trust with any court, agency or body at any time or in any manner whatsoever.
ARTICLE X
TERMINATION
Section 10.01 Termination upon Purchase by the Depositor or Liquidation of
All Mortgage Loans. Subject to Section 10.02, the respective obligations and
responsibilities of the Depositor, the Servicer and the Trustee created hereby
(other than the obligation of Trustee to make certain payments to
Certificateholders after the Final Distribution Date and to send certain notices
as hereinafter set forth and the obligations of the Trustee pursuant to Sections
5.04(b) and 5.05(b)) shall terminate upon the last action required to be taken
by the Trustee on the Final Distribution Date pursuant to this Article X
following the earlier of (a) the purchase by the Depositor of all Mortgage Loans
and all REO Property remaining in the Trust Estate at a price equal to the sum
of (i) 100% of the Stated Principal Balance of each Mortgage Loan (other than
any Mortgage Loan as to which REO Property has been acquired and whose fair
market value is included pursuant to clause (ii) below) and (ii) the fair market
value of such REO Property (as determined by the Depositor as of the close of
business on the third Business Day next preceding the date upon which notice of
any such termination is furnished to Certificateholders pursuant to the third
paragraph of this Article X), plus any Class Unpaid Interest Shortfall for any
Class of Certificates as well as one month's interest at the related Mortgage
Rate on the Stated Principal Balance of each Mortgage Loan (including any
Mortgage Loan as to which REO Property has been acquired) or (b) the final
payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Estate or the disposition of all REO
Property; provided, however, that in no event shall the Trust created hereby
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of 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 Servicer and the Trustee without the consent of any of the
Certificateholders, (i) to cure any ambiguity or mistake, (ii) to correct or
supplement any provisions herein or therein which may be inconsistent with any
other provisions of this Agreement, any amendment to this Agreement or the
related Prospectus Supplement, (iii) to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Trust Estate as a REMIC at all times that any Certificates are outstanding
or to avoid or minimize the risk of the imposition of any tax on the REMIC
pursuant to the Code that would be a claim against the Trust Estate, provided
that (a) the Trustee has received an Opinion of Counsel to the effect that such
action is necessary or desirable to maintain such qualification or to avoid or
minimize the risk of the imposition of any such tax and (b) such action shall
not, as evidenced by such Opinion of Counsel, adversely affect in any material
respect the interests of any Certificateholder, (iv) to change the timing and/or
nature of deposits into the Certificate Account provided that (a) such change
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder and (b) such change
shall not adversely affect the then-current rating of the Senior Certificates,
the Class B-1 Certificates, the Class B-2 Certificates, the Class B-3
Certificates, the Class B-4 Certificates or the Class B-5 Certificates as
evidenced by a letter from each Rating Agency rating such Certificates to such
effect and (v) to make any other provisions with respect to matters or questions
arising under this Agreement which shall not be materially inconsistent with the
provisions of this Agreement, provided that such action shall not, as evidenced
by an Opinion of Counsel, adversely affect in any material respect the interests
of any Certificateholder, provided that the amendment shall not be deemed to
adversely affect in any material respect the interests of the Certificateholders
and no Opinion of Counsel to that effect shall be required if the Person
requesting the amendment obtains a letter from each Rating Agency stating that
the amendment would not result in the downgrading or withdrawal of the
respective ratings then assigned to the Certificates.
This Agreement may also be amended from time to time by the Depositor, the
Servicer and the Trustee, with the consent of the Holders of Certificates of
each Class of Certificates which is affected by such amendment, evidencing, as
to each such Class of Certificates, Percentage Interests aggregating not less
than 66-2/3%, for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Agreement or of modifying in
any manner the rights of the Holders of such Certificates; provided, however,
that no such amendment shall (A) reduce in any manner the amount of, or delay
the timing of, collections of payments on Mortgage Loans or distributions which
are required to be made on any Certificate without the consent of the Holder of
such Certificate or (B) reduce the aforesaid percentage required to consent to
any such amendment, without the consent of the Holders of all Certificates then
Outstanding.
Prior to the solicitation of consent of Certificateholders in connection
with any such amendment, the party seeking such amendment shall furnish the
Trustee with an Opinion of Counsel stating whether such amendment would
adversely affect the qualification of the Trust Estate as a REMIC and notice of
the conclusion expressed in such Opinion of Counsel shall be included with any
such solicitation. An amendment made with the consent of all Certificateholders
and executed in accordance with this Section 11.01 shall be permitted or
authorized by this Agreement notwithstanding that such Opinion of Counsel may
conclude that such amendment would adversely affect the qualification of the
Trust Estate as a REMIC.
Promptly after the execution of any such amendment or consent the Trustee
shall furnish written notification of the substance of or a copy of such
amendment to each Certificateholder and to each Rating Agency.
It shall not be necessary for the consent of Certificateholders under this
Section 11.01 to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
requirements as the Trustee may prescribe.
Section 11.02 Recordation of Agreement. This Agreement is subject to
recordation in all appropriate public offices for real property records in all
the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Servicer and at its expense on direction by the Trustee, who will act at the
direction of Holders of Certificates evidencing not less than 50% of all Voting
Rights, but only upon direction of the Trustee accompanied by an Opinion of
Counsel to the effect that such recordation materially and beneficially affects
the interests of Certificateholders.
For the purpose of facilitating the recordation of this Agreement as herein
provided and for other purposes, this Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and such counterparts shall constitute but one and the same
instrument.
Section 11.03 Limitation on Rights of Certificateholders. The death or
incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
commence any proceeding in any court for a partition or winding up of the Trust,
nor otherwise affect the rights, obligations and liabilities of the parties
hereto or any of them.
No Certificateholder shall have any right to vote (except as provided
herein) or in any manner otherwise control the operation and management of the
Trust, or the obligations of the parties hereto, nor shall anything herein set
forth, or contained in the terms of the Certificates, be construed so as to
constitute the Certificateholders from time to time as partners or members of an
association; nor shall any Certificateholder be under any liability to any third
person by reason of any action taken by the parties to this Agreement pursuant
to any provision hereof.
No Certificateholder shall have any right by virtue or by availing itself
of any provisions of this Agreement to institute any suit, action or proceeding
in equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of default
and of the continuance thereof, as provided herein, and unless also the Holders
of Certificates evidencing Percentage Interests aggregating not less than 25% of
each Class of Certificates affected thereby shall have made written request upon
the Trustee to institute such action, suit or proceeding in its own name as
Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for 60 days after its receipt of
such notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding; it being understood and intended,
and being expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing itself or
themselves of any provisions of this Agreement to affect, disturb or prejudice
the rights of the Holders of any other of the Certificates, or to obtain or seek
to obtain priority over or preference to any other such Holder, or to enforce
any right under this Agreement, except in the manner herein provided and for the
equal, ratable and common benefit of all Certificateholders. For the protection
and enforcement of the provisions of this Section 11.03, each and every
Certificateholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.
Section 11.04 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT APPLICATION OF THE
CONFLICTS OF LAWS PROVISIONS THEREOF, AND THE OBLIGATIONS, RIGHTS AND REMEDIES
OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 11.05 Notices. All demands, notices, instructions, directions,
requests and communications required to be delivered hereunder shall be in
writing and shall be deemed to have been duly given if personally delivered at
or mailed by certified mail, return receipt requested, (provided, however, that
notices to the Trustee may be delivered by facsimile and shall be deemed
effective upon receipt ) to (a) in the case of the Depositor, Bank of America
Mortgage Securities, Inc., 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx
00000, Attention: General Counsel and Chief Financial Officer, (b) in the case
of the Servicer, Bank of America, N.A., 0000 Xxxxx Xxxxxx Xxxx, Xxxxxxxx,
Xxxxxxxx 00000, Attention: Servicing Manager, with a copy to: Bank of America,
N.A. 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx, 00000, Attention:
General Counsel and Chief Financial Officer, (c) in the case of the Trustee, 000
Xxxxxxx Xxxxxx - 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: Residential Mortgage Surveillance Group, and (e) in the case of
Fitch, Fitch, Inc., Xxx Xxxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn:
Residential Mortgage Surveillance Group; or, as to each party, at such other
address as shall be designated by such party in a written notice to each other
party. Any notice required or permitted to be mailed to a Certificateholder
shall be given by first class mail, postage prepaid, at the address of such
Holder as shown in the Certificate Register. Any notice so mailed within the
time prescribed in this Agreement shall be conclusively presumed to have been
duly given, whether or not the Certificateholder receives such notice.
Section 11.06 Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the Holders thereof.
Section 11.07 Certificates Nonassessable and Fully Paid. It is the
intention of the Trustee that Certificateholders shall not be personally liable
for obligations of the Trust Estate, that the beneficial ownership interests
represented by the Certificates shall be nonassessable for any losses or
expenses of the Trust Estate or for any reason whatsoever, and that Certificates
upon execution, countersignature and delivery thereof by the Trustee pursuant to
Section 6.01 are and shall be deemed fully paid.
Section 11.08 Access to List of Certificateholders. The Certificate
Registrar will furnish or cause to be furnished to the Trustee, within 15 days
after the receipt of a request by the Trustee in writing, a list, in such form
as the Trustee may reasonably require, of the names and addresses of the
Certificateholders as of the most recent Record Date for payment of
distributions to Certificateholders.
If three or more Certificateholders apply in writing to the Trustee, and
such application states that the applicants desire to communicate with other
Certificateholders with respect to their rights under this Agreement or under
the Certificates and is accompanied by a copy of the communication which such
applicants propose to transmit, then the Trustee shall, within five Business
Days after the receipt of such application, afford such applicants access during
normal business hours to the most recent list of Certificateholders held by the
Trustee. If such a list is as of a date more than 90 days prior to the date of
receipt of such applicants' request, the Trustee shall promptly request from the
Certificate Registrar a current list as provided above, and shall afford such
applicants access to such list promptly upon receipt.
Every Certificateholder, by receiving and holding such list, agrees with
the Certificate Registrar and the Trustee that neither the Certificate Registrar
nor the Trustee shall be held accountable by reason of the disclosure of any
such information as to the names and addresses of the Certificateholders
hereunder, regardless of the source from which such information was derived.
Section 11.09 Recharacterization. The parties to this Agreement intend the
conveyance by the Depositor to the Trustee of all of its right, title and
interest in and to the Mortgage Loans pursuant to this Agreement to constitute a
purchase and sale and not a loan. Notwithstanding the foregoing, to the extent
that such conveyance is held not to constitute a sale under applicable law, it
is intended that this Agreement shall constitute a security agreement under
applicable law and that the Depositor shall be deemed to have granted to the
Trustee a first priority security interest in all of the Depositor's right,
title and interest in and to the Mortgage Loans.
IN WITNESS WHEREOF, the Depositor, the Servicer and the Trustee have caused
this Agreement to be duly executed by their respective officers thereunto duly
authorized to be hereunto affixed, all as of the day and year first above
written.
BANK OF AMERICA MORTGAGE
SECURITIES, INC.,
as Depositor
By:
----------------------------------------
Name: Xxxx Xxxx
Title: Vice President
BANK OF AMERICA, N.A.,
as Servicer
By:
----------------------------------------
Name: Xxxxxx X. XxXxxxxxx
Title: Senior Vice President
THE BANK OF NEW YORK,
as Trustee
By:
----------------------------------------
Name:
Title:
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
)
On the 22nd day of February, 2001, before me, a notary public in and for
the State of New York, personally appeared _, known to me who, being by me duly
sworn, did depose and say that s/he is a of The Bank of New York, a New York
banking corporation, one of the parties that executed the foregoing instrument;
and that s/he signed his/her name thereto by order of the Board of Directors of
such corporation.
---------------------------------------
Notary Public
[Notarial Seal]
My commission expires ___________.
STATE OF NORTH CAROLINA )
) ss.:
COUNTY OF MECKLENBURG )
)
On the 22nd day of February, 2001, before me, a notary public in and for
the State of North Carolina, personally appeared Xxxx Xxxx, known to me who,
being by me duly sworn, did depose and say that she is the Vice President of
Bank of America Mortgage Securities, Inc. a Delaware corporation, one of the
parties that executed the foregoing instrument; and that 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 22nd day of February, 2001, before me, a notary public in and for
the State of North Carolina, personally appeared Xxxxxx X. XxXxxxxxx, known to
me who, being by me duly sworn, did depose and say that he is the Senior Vice
President of Bank of America, N.A., a national banking association, one of the
parties that executed the foregoing instrument; and that he signed her name
thereto by order of the Board of Directors of such corporation.
---------------------------------------
Notary Public
[Notarial Seal]
My commission expires ___________.
EXHIBIT A-1
[FORM OF FACE OF CLASS A-1 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-1
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 2001-1
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: January 1, 2001
First Distribution Date: February 26, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $155,218,000
Pass-Through Rate: 7.250%
CUSIP No.: [__]
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 January 25, 2001 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, N.A., as servicer
(the "Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually countersigned by
an authorized signatory of the Trustee.
* * *
EXHIBIT A-2
[FORM OF FACE OF CLASS A-2 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-1
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 2001-1
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: January 1, 2001
First Distribution Date: February 26, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $27,000,000
Pass-Through Rate: 7.000%
CUSIP No.: [__]
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 January 25, 2001 (the
"Pooling and Servicing Agreement"), among the Depositor, Bank of America, N.A.,
as servicer (the "Servicer"), and The Bank of New York, as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually countersigned by
an authorized signatory of the Trustee.
* * *
EXHIBIT A-3
[FORM OF FACE OF CLASS A-3 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-1
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 2001-1
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: January 1, 2001
First Distribution Date: February 26, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $27,000,000
Pass-Through Rate: 7.500%
CUSIP No.: [__]
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 January 25, 2001 (the
"Pooling and Servicing Agreement"), among the Depositor, Bank of America, N.A.,
as servicer (the "Servicer"), and The Bank of New York, as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually countersigned by
an authorized signatory of the Trustee.
* * *
EXHIBIT A-4
[FORM OF FACE OF CLASS A-4 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-1
Class A-4
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
UNTIL THE APPLICABLE ACCRETION TERMINATION DATE, THE INTEREST THAT ACCRUES ON
THE CERTIFICATE BALANCE ON THIS CERTIFICATE WILL NOT BE PAYABLE. BECAUSE SUCH
UNPAID INTEREST IS ADDED TO THE CERTIFICATE BALANCE OF THIS CERTIFICATE AND
BECAUSE REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE
MONTHLY AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MORE OR LESS THAN
THE AMOUNT SET FORTH BELOW.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-1
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: January 1, 2001
First Distribution Date: February 26, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $7,619,000
Pass-Through Rate: 7.250%
CUSIP No.: [__]
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 January 25, 2001 (the
"Pooling and Servicing Agreement"), among the Depositor, Bank of America, N.A.,
as servicer (the "Servicer"), and The Bank of New York, as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually countersigned by
an authorized signatory of the Trustee.
* * *
EXHIBIT A-5
[FORM OF FACE OF CLASS A-5 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-1
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 2001-1
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: January 1, 2001
First Distribution Date: February 26, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $49,792,500
Pass-Through Rate: 7.250%
CUSIP No.: [__]
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 January 25, 2001 (the
"Pooling and Servicing Agreement"), among the Depositor, Bank of America, N.A.,
as servicer (the "Servicer"), and The Bank of New York, as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually countersigned by
an authorized signatory of the Trustee.
* * *
EXHIBIT A-6
[FORM OF FACE OF CLASS A-6 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-1
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 2001-1
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: January 1, 2001
First Distribution Date: February 26, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $16,129,000
Pass-Through Rate: 7.250%
CUSIP No.: [__]
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 January 25, 2001 (the
"Pooling and Servicing Agreement"), among the Depositor, Bank of America, N.A.,
as servicer (the "Servicer"), and The Bank of New York, as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually countersigned by
an authorized signatory of the Trustee.
* * *
EXHIBIT A-7
[FORM OF FACE OF CLASS A-7 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-1
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 2001-1
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: January 1, 2001
First Distribution Date: February 26, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $15,981,000
Pass-Through Rate: 7.250%
CUSIP No.: [__]
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 January 25, 2001 (the
"Pooling and Servicing Agreement"), among the Depositor, Bank of America, N.A.,
as servicer (the "Servicer"), and The Bank of New York, as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually countersigned by
an authorized signatory of the Trustee.
* * *
EXHIBIT A-8
[FORM OF FACE OF CLASS A-8 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-1
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 2001-1
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: January 1, 2001
First Distribution Date: February 26, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $21,483,000
Pass-Through Rate: 7.250%
CUSIP No.: [__]
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 January 25, 2001 (the
"Pooling and Servicing Agreement"), among the Depositor, Bank of America, N.A.,
as servicer (the "Servicer"), and The Bank of New York, as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually countersigned by
an authorized signatory of the Trustee.
* * *
EXHIBIT A-9
[FORM OF FACE OF CLASS A-9 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-1
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 2001-1
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: January 1, 2001
First Distribution Date: February 26, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $6,012,000
Pass-Through Rate: 7.250%
CUSIP No.: [__]
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 January 25, 2001 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, N.A., as servicer
(the "Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually countersigned by
an authorized signatory of the Trustee.
* * *
EXHIBIT A-10
[FORM OF FACE OF CLASS A-10 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-1
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 2001-1
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: January 1, 2001
First Distribution Date: February 26, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $5,590,000
Pass-Through Rate: 7.250%
CUSIP No.: [__]
This certifies that ________________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
current Certificate Balance of this Certificate by the current 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 January
25, 2001 (the "Pooling and Servicing Agreement"), among the Depositor, Bank of
America, N.A., as servicer (the "Servicer"), and The Bank of New York, as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually countersigned by
an authorized signatory of the Trustee.
* * *
EXHIBIT A-11
[FORM OF FACE OF CLASS A-11 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-1
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 2001-1
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: January 1, 2001
First Distribution Date: February 26, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $3,602,500
Pass-Through Rate: 7.250%
CUSIP No.: [__]
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 January 25, 2001 (the
"Pooling and Servicing Agreement"), among the Depositor, Bank of America, N.A.,
as servicer (the "Servicer"), and The Bank of New York, as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually countersigned by
an authorized signatory of the Trustee.
* * *
EXHIBIT A-12
[FORM OF FACE OF CLASS A-12 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-1
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 2001-1
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: January 1, 2001
First Distribution Date: February 26, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $5,000,000
Pass-Through Rate: 7.250%
CUSIP No.: [__]
This certifies that _______________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
current Certificate Balance of this Certificate by the current 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 January
25, 2001 (the "Pooling and Servicing Agreement"), among the Depositor, Bank of
America, N.A., as servicer (the "Servicer"), and The Bank of New York, as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually countersigned by
an authorized signatory of the Trustee.
* * *
EXHIBIT A-13
[FORM OF FACE OF CLASS A-13 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-1
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 2001-1
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: January 1, 2001
First Distribution Date: February 26, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $12,000,000
Pass-Through Rate: 7.250%
CUSIP No.: [__]
This certifies that ______________________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
current Certificate Balance of this Certificate by the current 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 January
25, 2001 (the "Pooling and Servicing Agreement"), among the Depositor, Bank of
America, N.A., as servicer (the "Servicer"), and The Bank of New York, as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually countersigned by
an authorized signatory of the Trustee.
* * *
EXHIBIT A-14
[FORM OF FACE OF CLASS A-14 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-1
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 2001-1
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: January 1, 2001
First Distribution Date: February 26, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $4,205,000
Pass-Through Rate: 7.000%
CUSIP No.: [__]
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 January 25, 2001 (the
"Pooling and Servicing Agreement"), among the Depositor, Bank of America, N.A.,
as servicer (the "Servicer"), and The Bank of New York, as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually countersigned by
an authorized signatory of the Trustee.
* * *
EXHIBIT A-15
[FORM OF FACE OF CLASS A-15 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-1
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 2001-1
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: January 1, 2001
First Distribution Date: February 26, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $4,205,000
Pass-Through Rate: 7.500%
CUSIP No.: [__]
This certifies that _______________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
current Certificate Balance of this Certificate by the current 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 January
25, 2001 (the "Pooling and Servicing Agreement"), among the Depositor, Bank of
America, N.A., as servicer (the "Servicer"), and The Bank of New York, as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually countersigned by
an authorized signatory of the Trustee.
* * *
EXHIBIT A-16
[FORM OF FACE OF CLASS A-16 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-1
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 2001-1
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: January 1, 2001
First Distribution Date: February 26, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $28,170,000
Pass-Through Rate: 7.250%
CUSIP No.: [__]
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 January 25, 2001 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, N.A., as servicer
(the "Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually countersigned by
an authorized signatory of the Trustee.
* * *
EXHIBIT A-17
[FORM OF FACE OF CLASS A-17 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-1
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 2001-1
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: January 1, 2001
First Distribution Date: February 26, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,920,000
Pass-Through Rate: 7.250%
CUSIP No.: [__]
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 January 25, 2001 (the
"Pooling and Servicing Agreement"), among the Depositor, Bank of America, N.A.,
as servicer (the "Servicer"), and The Bank of New York, as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually countersigned by
an authorized signatory of the Trustee.
* * *
EXHIBIT A-18
[FORM OF FACE OF CLASS A-18 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-1
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 2001-1
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: January 1, 2001
First Distribution Date: February 26, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $2,576,000
Pass-Through Rate: 7.250%
CUSIP No.: [__]
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 January 25, 2001 (the
"Pooling and Servicing Agreement"), among the Depositor, Bank of America, N.A.,
as servicer (the "Servicer"), and The Bank of New York, as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually countersigned by
an authorized signatory of the Trustee.
* * *
EXHIBIT A-19
[FORM OF FACE OF CLASS A-19 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-1
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, EACH COMPONENT OF THIS CERTIFICATE
IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-1
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: January 1, 2001
First Distribution Date: February 26, 2001
Initial Certificate
Balance of this
Certificate $
("Denomination"):
Initial Class Certificate
Balance of this Class: $504,000
Pass-Through Rate: 7.250%
CUSIP No.: [__]
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 January 25, 2001 (the
"Pooling and Servicing Agreement"), among the Depositor, Bank of America, N.A.,
as servicer (the "Servicer"), and The Bank of New York, as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually countersigned by
an authorized signatory of the Trustee.
* * *
EXHIBIT A-20
[FORM OF FACE OF CLASS A-20 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-1
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 2001-1
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: January 1, 2001
First Distribution Date: February 26, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $500,000
Pass-Through Rate: 7.000%
CUSIP No.: [__]
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 January 25, 2001 (the
"Pooling and Servicing Agreement"), among the Depositor, Bank of America, N.A.,
as servicer (the "Servicer"), and The Bank of New York, as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually countersigned by
an authorized signatory of the Trustee.
* * *
EXHIBIT A-21
[FORM OF FACE OF CLASS A-21 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-1
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 2001-1
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: January 1, 2001
First Distribution Date: February 26, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $500,000
Pass-Through Rate: 7.500%
CUSIP No.: [__]
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 January 25, 2001 (the
"Pooling and Servicing Agreement"), among the Depositor, Bank of America, N.A.,
as servicer (the "Servicer"), and The Bank of New York, as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually countersigned by
an authorized signatory of the Trustee.
* * *
EXHIBIT A-22
[FORM OF FACE OF CLASS A-22 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-1
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 2001-1
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: January 1, 2001
First Distribution Date: February 26, 2001
Initial Certificate Balance
of this Certificate
("Denomination"): $
Initial Class Certificate Balance
of this Class: $25,500,000
Pass-Through Rate: 7.250%
CUSIP No.: [__]
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 January 25, 2001 (the
"Pooling and Servicing Agreement"), among the Depositor, Bank of America, N.A.,
as servicer (the "Servicer"), and The Bank of New York, as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually countersigned by
an authorized signatory of the Trustee.
* * *
EXHIBIT A-23
[FORM OF FACE OF CLASS A-23 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-1
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 2001-1
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: January 1, 2001
First Distribution Date: February 26, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $46,910,000
Pass-Through Rate: 6.625%
CUSIP No.: [__]
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 January 25, 2001 (the
"Pooling and Servicing Agreement"), among the Depositor, Bank of America, N.A.,
as servicer (the "Servicer"), and The Bank of New York, as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually countersigned by
an authorized signatory of the Trustee.
* * *
EXHIBIT A-24
[FORM OF FACE OF CLASS A-24 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-1
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 2001-1
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: January 1, 2001
First Distribution Date: February 26, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $62,395,000
Pass-Through Rate: 6.625%
CUSIP No.: [__]
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 January 25, 2001 (the
"Pooling and Servicing Agreement"), among the Depositor, Bank of America, N.A.,
as servicer (the "Servicer"), and The Bank of New York, as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually countersigned by
an authorized signatory of the Trustee.
* * *
EXHIBIT A-25
[FORM OF FACE OF CLASS A-25 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-1
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 2001-1
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: January 1, 2001
First Distribution Date: February 26, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $40,400,000
Pass-Through Rate: 6.625%
CUSIP No.: [__]
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 January 25, 2001 (the
"Pooling and Servicing Agreement"), among the Depositor, Bank of America, N.A.,
as servicer (the "Servicer"), and The Bank of New York, as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually countersigned by
an authorized signatory of the Trustee.
* * *
EXHIBIT A-26
[FORM OF FACE OF CLASS A-26 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-1
Class A-26
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
UNTIL THE APPLICABLE ACCRETION DATE, THE INTEREST THAT ACCRUES ON THE
CERTIFICATE BALANCE OF THIS CERTIFICATE WILL NOT BE PAYABLE. BECAUSE SUCH UNPAID
INTEREST IS ADDED TO THE CERTIFICATE BALANCE OF THIS CERTIFICATE AND BECAUSE
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MORE OR LESS THAN THE
AMOUNT SET FORTH BELOW.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-1
Class A-26
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: January 1, 2001
First Distribution Date: February 26, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $6,143,000
Pass-Through Rate: 6.625%
CUSIP No.: [__]
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 January 25, 2001 (the
"Pooling and Servicing Agreement"), among the Depositor, Bank of America, N.A.,
as servicer (the "Servicer"), and The Bank of New York, as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually countersigned by
an authorized signatory of the Trustee.
* * *
EXHIBIT A-27
[FORM OF FACE OF CLASS A-27 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-1
Class A-27
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE LESS THAN THE AMOUNT
SET FORTH BELOW.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-1
Class A-27
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: January 1, 2001
First Distribution Date: February 26, 2001
Initial Notional
Amount of this
Certificate
("Denomination"): $
Initial Notional
Amount of this Class: $13,435,172.41
Pass-Through Rate: 7.250%
CUSIP No.: [__]
This certifies that _______________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the Initial Notional Amount of the Class to
which this Certificate belongs) in certain monthly distributions with respect to
a Trust consisting primarily of the Mortgage Loans deposited by Bank of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated January 25, 2001 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, N.A., as servicer
(the "Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
This Class A-27 Certificate represents the right to receive interest at the
Pass-Through Rate for such Class on the Class A-27 Notional Amount. This Class
A-27 Certificate is not entitled to any distributions with respect to principal
on the Mortgage Loans in the Trust. This Certificate does not evidence an
obligation of, or an interest in, and is not guaranteed by the Depositor, the
Servicer or the Trustee referred to below or any of their respective affiliates.
Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually countersigned by
an authorized signatory of the Trustee.
* * *
EXHIBIT A-PO
[FORM OF FACE OF CLASS A-PO CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-1
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 2001-1
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: January 1, 2001
First Distribution Date: February 26, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $11,854
CUSIP No.: [__]
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 January 25, 2001 (the
"Pooling and Servicing Agreement"), among the Depositor, Bank of America, N.A.,
as servicer (the "Servicer"), and The Bank of New York, as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
This Class A-PO Certificate represents the right to receive principal only.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually countersigned by
an authorized signatory of the Trustee.
* * *
EXHIBIT A-R
[FORM OF FACE OF CLASS A-R CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-1
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 2001-1
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: January 1, 2001
First Distribution Date: February 26, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $50.00
Initial Class Certificate
Balance of this Class: $50.00
Pass-Through Rate: 7.250%
CUSIP No.: [__]
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 January 25, 2001
(the "Pooling and Servicing Agreement"), among the Depositor, Bank of America,
N.A., as servicer (the "Servicer"), and The Bank of New York, as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Any distribution of the proceeds of any remaining assets of the Certificate
Account will be made only upon presentment and surrender of this Class A-R
Certificate at the Corporate Trust Office.
Each Person who has or who acquires this Class A-R Certificate shall be
deemed by the acceptance or acquisition thereof to have agreed to be bound by
the following provisions and the rights of each Person acquiring this Class A-R
Certificate are expressly subject to the following provisions: (i) each Person
holding or acquiring this Class A-R Certificate shall be a Permitted Transferee
and shall promptly notify the Trustee of any change or impending change in its
status as a Permitted Transferee; (ii) no Person shall acquire an ownership
interest in this Class A-R Certificate unless such ownership interest is a pro
rata undivided interest; (iii) in connection with any proposed transfer of this
Class A-R Certificate, the Trustee shall require delivery to it, in form and
substance satisfactory to it, of an affidavit in the form of Exhibit I to the
Pooling and Servicing Agreement; (iv) notwithstanding the delivery of an
affidavit by a proposed transferee under clause (iii) above, if a Responsible
Officer of the Trustee has actual knowledge that the proposed transferee is not
a Permitted Transferee, no transfer of any Ownership Interest in this Residual
Certificate to such proposed transferee shall be effected; (v) this Residual
Certificate may not be purchased by or transferred to any Person that is not a
U.S. Person, unless (A) such Person holds this Residual Certificate in
connection with the conduct of a trade or business within the United States and
furnishes the transferor and the Trustee with an effective Internal Revenue
Service Form 4224 (or any successor thereto) or (B) the transferee delivers to
both the transferor and the Trustee an Opinion of Counsel from a
nationally-recognized tax counsel to the effect that such transfer is in
accordance with the requirements of the Code and the regulations promulgated
thereunder and that such transfer of this Residual Certificate will not be
disregarded for federal income tax purposes; (vi) any attempted or purported
transfer of this Class A-R Certificate in violation of the provisions of such
restrictions shall be absolutely null and void and shall vest no rights in the
purported transferee; and (vii) if any Person other than a Permitted Transferee
acquires the Class A-R Certificate in violation of such restrictions, then the
Trustee, based on information provided to the Trustee by the Servicer, will
provide to the Internal Revenue Service, and to the Persons specified in Section
860E(e)(3) and (6) of the Code, information needed to compute the tax imposed
under Section 860E(e) of the Code on transfers of residual interests to
disqualified organizations.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually countersigned by
an authorized signatory of the Trustee.
* * *
EXHIBIT A-LR
[FORM OF FACE OF CLASS A-LR CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-1
Class A-LR
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
THIS CLASS A-LR CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY
EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW WHICH IS SIMILAR
TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), OR A PERSON ACTING ON BEHALF OF
OR INVESTING ASSETS OF A PLAN.
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN TAX RELATED TRANSFER
RESTRICTIONS DESCRIBED HEREIN AND IN THE POOLING AND SERVICING AGREEMENT. ANY
ATTEMPTED OR PURPORTED TRANSFER OF THIS RESIDUAL CERTIFICATE IN VIOLATION OF
SUCH RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN
THE PURPORTED TRANSFEREE.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-1
Class A-LR
evidencing a 100% Percentage Interest in the distributions allocable to the
Certificate of the above-referenced Class with respect to a Trust consisting
primarily of a pool of mortgage loans (the "Mortgage Loans") secured by first
liens on one- to four-family residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: January 1, 2001
First Distribution Date: February 26, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $50.00
Initial Class Certificate
Balance of this Class: $50.00
Pass-Through Rate: 7.250%
CUSIP No.: [__]
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 January 25, 2001
(the "Pooling and Servicing Agreement"), among the Depositor, Bank of America,
N.A., as servicer (the "Servicer"), and The Bank of New York, as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Any distribution of the proceeds of any remaining assets of the Certificate
Account will be made only upon presentment and surrender of this Class A-LR
Certificate at the Corporate Trust Office.
Each Person who has or who acquires this Class A-LR Certificate shall be
deemed by the acceptance or acquisition thereof to have agreed to be bound by
the following provisions and the rights of each Person acquiring this Class A-LR
Certificate are expressly subject to the following provisions: (i) each Person
holding or acquiring this Class A-LR Certificate shall be a Permitted Transferee
and shall promptly notify the Trustee of any change or impending change in its
status as a Permitted Transferee; (ii) no Person shall acquire an ownership
interest in this Class A-LR Certificate unless such ownership interest is a pro
rata undivided interest; (iii) in connection with any proposed transfer of this
Class A-LR Certificate, the Trustee shall require delivery to it, in form and
substance satisfactory to it, of an affidavit in the form of Exhibit I to the
Pooling and Servicing Agreement; (iv) notwithstanding the delivery of an
affidavit by a proposed transferee under clause (iii) above, if a Responsible
Officer of the Trustee has actual knowledge that the proposed transferee is not
a Permitted Transferee, no transfer of any Ownership Interest in this Residual
Certificate to such proposed transferee shall be effected; (v) this Residual
Certificate may not be purchased by or transferred to any Person that is not a
U.S. Person, unless (A) such Person holds this Residual Certificate in
connection with the conduct of a trade or business within the United States and
furnishes the transferor and the Trustee with an effective Internal Revenue
Service Form 4224 (or any successor thereto) or (B) the transferee delivers to
both the transferor and the Trustee an Opinion of Counsel from a
nationally-recognized tax counsel to the effect that such transfer is in
accordance with the requirements of the Code and the regulations promulgated
thereunder and that such transfer of this Residual Certificate will not be
disregarded for federal income tax purposes; (vi) any attempted or purported
transfer of this Class A-LR Certificate in violation of the provisions of such
restrictions shall be absolutely null and void and shall vest no rights in the
purported transferee; and (vii) if any Person other than a Permitted Transferee
acquires the Class A-LR Certificate in violation of such restrictions, then the
Trustee, based on information provided to the Trustee by the Servicer, will
provide to the Internal Revenue Service, and to the Persons specified in Section
860E(e)(3) and (6) of the Code, information needed to compute the tax imposed
under Section 860E(e) of the Code on transfers of residual interests to
disqualified organizations.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually countersigned by
an authorized signatory of the Trustee.
* * *
EXHIBIT B-1
[FORM OF FACE OF CLASS B-1 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-1
Class B-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-1
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: January 1, 2001
First Distribution Date: February 26, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $12,909,000
Pass-Through Rate: 7.250%
CUSIP No.: [__]
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 January 25, 2001 (the
"Pooling and Servicing Agreement"), among the Depositor, Bank of America, N.A.,
as servicer (the "Servicer"), and The Bank of New York, as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually countersigned by
an authorized signatory of the Trustee.
* * *
EXHIBIT B-2
[FORM OF FACE OF CLASS B-2 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-1
Class B-2
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A AND CLASS
B-1 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-1
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: January 1, 2001
First Distribution Date: February 26, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $4,503,000
Pass-Through Rate: 7.250%
CUSIP No.: [__]
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 January 25, 2001 (the
"Pooling and Servicing Agreement"), among the Depositor, Bank of America, N.A.,
as servicer (the "Servicer"), and The Bank of New York, as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually countersigned by
an authorized signatory of the Trustee.
* * *
EXHIBIT B-3
[FORM OF FACE OF CLASS B-3 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-1
Class B-3
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS B-1
AND CLASS B-2 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-1
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: January 1, 2001
First Distribution Date: February 26, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $2,702,000
Pass-Through Rate: 7.250%
CUSIP No.: [__]
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 January 25, 2001 (the
"Pooling and Servicing Agreement"), among the Depositor, Bank of America, N.A.,
as servicer (the "Servicer"), and The Bank of New York, as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually countersigned by
an authorized signatory of the Trustee.
* * *
EXHIBIT B-4
[FORM OF FACE OF CLASS B-4 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-1
Class B-4
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS B-1,
CLASS B-2 AND CLASS B-3 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICER, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT RESULT IN THE ASSETS OF
THE TRUST BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA, THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT
THE DEPOSITOR, THE SERVICER OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
TRUSTEE. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR
PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND
VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-1
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: January 1, 2001
First Distribution Date: February 26, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,501,000
Pass-Through Rate: 7.250%
CUSIP No.: [__]
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 January 25, 2001 (the
"Pooling and Servicing Agreement"), among the Depositor, Bank of America, N.A.,
as servicer (the "Servicer"), and The Bank of New York, as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
No transfer of a Certificate of this Class shall be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended (the "1933 Act"), and any applicable state securities laws or
is made in accordance with the 1933 Act and such laws. In the event of any such
transfer, (i) unless the transfer is made in reliance on Rule 144A under the
1933 Act, the Trustee or the Depositor may require a written Opinion of Counsel
(which may be in-house counsel) acceptable to and in form and substance
reasonably satisfactory to the Trustee and the Depositor that such transfer may
be made pursuant to an exemption, describing the applicable exemption and the
basis therefor, from the 1933 Act and such laws or is being made pursuant to the
1933 Act and such laws, which Opinion of Counsel shall not be an expense of the
Trustee or the Depositor and (ii) the Trustee shall require a certificate from
the Certificateholder desiring to effect such transfer substantially in the form
attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate
from such Certificateholder's prospective transferee substantially in the form
attached to the Pooling and Servicing Agreement either as Exhibit G-2A or as
Exhibit G-2B, which certificates shall not be an expense of the Trustee or the
Depositor; provided that the foregoing requirements under clauses (i) and (ii)
shall not apply to a transfer of a Private Certificate between or among the
Depositor, the Seller, their affiliates or both. The Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually countersigned by
an authorized signatory of the Trustee.
* * *
EXHIBIT B-5
[FORM OF FACE OF CLASS B-5 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-1
Class B-5
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS B-1,
CLASS B-2, CLASS B-3 AND CLASS B-4 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICER, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT RESULT IN THE ASSETS OF
THE TRUST BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA, THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT
THE DEPOSITOR, THE SERVICER OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
TRUSTEE. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR
PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND
VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-1
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: January 1, 2001
First Distribution Date: February 26, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,201,000
Pass-Through Rate: 7.250%
CUSIP No.: [__]
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 January 25, 2001 (the
"Pooling and Servicing Agreement"), among the Depositor, Bank of America, N.A.,
as servicer (the "Servicer"), and The Bank of New York, as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
No transfer of a Certificate of this Class shall be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended (the "1933 Act"), and any applicable state securities laws or
is made in accordance with the 1933 Act and such laws. In the event of any such
transfer, (i) unless the transfer is made in reliance on Rule 144A under the
1933 Act, the Trustee or the Depositor may require a written Opinion of Counsel
(which may be in-house counsel) acceptable to and in form and substance
reasonably satisfactory to the Trustee and the Depositor that such transfer may
be made pursuant to an exemption, describing the applicable exemption and the
basis therefor, from the 1933 Act and such laws or is being made pursuant to the
1933 Act and such laws, which Opinion of Counsel shall not be an expense of the
Trustee or the Depositor and (ii) the Trustee shall require a certificate from
the Certificateholder desiring to effect such transfer substantially in the form
attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate
from such Certificateholder's prospective transferee substantially in the form
attached to the Pooling and Servicing Agreement either as Exhibit G-2A or as
Exhibit G-2B, which certificates shall not be an expense of the Trustee or the
Depositor; provided that the foregoing requirements under clauses (i) and (ii)
shall not apply to a transfer of a Private Certificate between or among the
Depositor, the Seller, their affiliates or both. The Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually countersigned by
an authorized signatory of the Trustee.
* * *
EXHIBIT B-6
[FORM OF FACE OF CLASS B-6 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-1
Class B-6
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS B-1,
CLASS B-2, CLASS B-3, CLASS B-4 AND CLASS B-5 CERTIFICATES AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICER, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT RESULT IN THE ASSETS OF
THE TRUST BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA, THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT
THE DEPOSITOR, THE SERVICER OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
TRUSTEE. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR
PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND
VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-1
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: January 1, 2001
First Distribution Date: February 26, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,201,363.37
Pass-Through Rate: 7.250%
CUSIP No.: [__]
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 January 25, 2001 (the
"Pooling and Servicing Agreement"), among the Depositor, Bank of America, N.A.,
as servicer (the "Servicer"), and The Bank of New York, as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
No transfer of a Certificate of this Class shall be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended (the "1933 Act"), and any applicable state securities laws or
is made in accordance with the 1933 Act and such laws. In the event of any such
transfer, (i) unless the transfer is made in reliance on Rule 144A under the
1933 Act, the Trustee or the Depositor may require a written Opinion of Counsel
(which may be in-house counsel) acceptable to and in form and substance
reasonably satisfactory to the Trustee and the Depositor that such transfer may
be made pursuant to an exemption, describing the applicable exemption and the
basis therefor, from the 1933 Act and such laws or is being made pursuant to the
1933 Act and such laws, which Opinion of Counsel shall not be an expense of the
Trustee or the Depositor and (ii) the Trustee shall require a certificate from
the Certificateholder desiring to effect such transfer substantially in the form
attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate
from such Certificateholder's prospective transferee substantially in the form
attached to the Pooling and Servicing Agreement either as Exhibit G-2A or as
Exhibit G-2B, which certificates shall not be an expense of the Trustee or the
Depositor; provided that the foregoing requirements under clauses (i) and (ii)
shall not apply to a transfer of a Private Certificate between or among the
Depositor, the Seller, their affiliates or both. The Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually countersigned by
an authorized signatory of the Trustee.
* * *
EXHIBIT C
[FORM OF REVERSE OF ALL CERTIFICATES]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates
This Certificate is one of a duly authorized issue of Certificates
designated as Bank of America Mortgage Securities, Inc. Mortgage Pass-Through
Certificates, of the Series specified on the face hereof (collectively, the
"Certificates"), and representing a beneficial ownership interest in the Trust
created by the Pooling and Servicing Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that
it will look solely to the funds on deposit in the Certificate Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Pooling and Servicing
Agreement or, except as expressly provided in the Pooling and Servicing
Agreement, subject to any liability under the Pooling and Servicing Agreement.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to the Pooling and Servicing Agreement for the
interests, rights and limitations of rights, benefits, obligations and duties
evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Pooling and Servicing Agreement, a
distribution will be made on the 25th day of each calendar month (or, if such
day is not a Business Day, the next Business Day) (each, a "Distribution Date"),
commencing on the first Distribution Date specified on the face hereof, to the
Person in whose name this Certificate is registered at the close of business on
the applicable Record Date in an amount required pursuant to the Pooling and
Servicing Agreement. The Record Date applicable to each Distribution Date is the
last Business Day of the month next preceding the month of such Distribution
Date.
On each Distribution Date, the Trustee shall distribute out of the
Certificate Account to each Certificateholder of record on the related Record
Date (other than respecting the final distribution) (a) by check mailed to such
Certificateholder entitled to receive a distribution on such Distribution Date
at the address appearing in the Certificate Register, or (b) upon written
request by the Holder of a Regular Certificate (in the event such
Certificateholder owns of record 100% of a Class of Certificates or holds
Certificates of any Class having denominations aggregating $1,000,000 or more),
by wire transfer or by such other means of payment as such Certificateholder and
the Trustee shall agree upon, such Certificateholder's Percentage Interest in,
the amount to which the related Class of Certificates is entitled in accordance
with the priorities set forth in Section 5.02 of the Pooling and Servicing
Agreement; provided, however, that in the case of the Class A-10, Class A-12,
Class A-13 or Class A-15 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 Servicer and the Trustee with the consent of the Holders of
Certificates affected by such amendment evidencing the requisite Percentage
Interest, as provided in the Pooling and Servicing Agreement. Any such consent
by the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange therefor or in lieu hereof whether or
not notation of such consent is made upon this Certificate. The Pooling and
Servicing Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register of the Trustee upon surrender of this Certificate
for registration of transfer at the Corporate Trust Office accompanied by a
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations and evidencing the same aggregate
Percentage Interest in the Trust will be issued to the designated transferee or
transferees.
The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Pooling and Servicing Agreement. As
provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations and evidencing the
same aggregate Percentage Interest, as requested by the Holder surrendering the
same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Depositor, the Servicer, the Certificate Registrar and the Trustee and
any agent of the Depositor, the Servicer, the Certificate Registrar or the
Trustee may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and none of the Depositor, the Servicer, the
Certificate Registrar, the Trustee or any such agent shall be affected by any
notice to the contrary.
On any Distribution Date on which the Pool Stated Principal Balance is less
than 10% of the Cut-Off Date Pool Principal Balance, the Depositor will have the
option to repurchase, in whole, from the Trust all remaining Mortgage Loans and
all property acquired in respect of the Mortgage Loans at a purchase price
determined as provided in the Pooling and Servicing Agreement. In the event that
no such optional termination occurs, the obligations and responsibilities
created by the Pooling and Servicing Agreement will terminate upon the later of
the maturity or other liquidation (or any advance with respect thereto) of the
last Mortgage Loan remaining in the Trust or the disposition of all property in
respect thereof and the distribution to Certificateholders of all amounts
required to be distributed pursuant to the Pooling and Servicing Agreement. In
no event shall the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of 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
MORTGAGE LOAN SCHEDULE
BANK OF AMERICA SECURITIES INC
SERIES 2001-02
SETTLEMENT 2/22/01
LOAN ZIP PROPERTY LOAN ORIG INTEREST FIRST PAY MATURITY ORIG
NUMBER LAST NAME STATE CODE OCCUPANCY TYPE PURPOSE LTV RATE DATE DATE TERM
------ --------- ----- ---- --------- ---- ------- --- ---- ---- ---- ----
0023810765 XXXXX XX 00000 P PD 1 45.10 8.125 20010201 20310101 360
0028504942 XXX XXXXXX XX 00000 P PD 1 80.00 7.875 20010101 20301201 360
0028564417 XXXXX XX 00000 P PD 1 80.00 7.750 20010201 20310101 360
0028689446 XXXXXXXX XX 00000 P PD 1 80.00 7.750 20010101 20301201 360
0028740645 XXXXXXX XX 00000 P PD 1 80.00 8.250 20010201 20310101 360
0028810737 XXXXXXX XX 00000 P SF 1 80.00 8.625 20000901 20300801 360
0028857621 XXXXX XX 00000 P PD 1 80.00 7.625 20010101 20301201 360
0028888410 XXX XX 00000 P PD 1 73.50 8.250 20001001 20300901 360
0028906626 XXXXXXXXX XX 00000 P PD 1 80.00 8.000 20010201 20310101 360
0028958130 XXXXX XX 00000 P PD 1 90.00 8.500 20010101 20301201 360
0028972974 XXXXXX XX 00000 P PD 1 79.90 8.000 20010101 20301201 360
0028973428 XXXXXXXXX XX 00000 P CO 1 80.00 8.000 20010201 20310101 360
0028986081 XXXXX XX 00000 P PD 1 80.00 8.125 20010201 20310101 360
0029009990 XXX XX 00000 P PD 1 66.40 8.625 20001101 20301001 360
0029010048 XXXXXXX XX 00000 P PD 1 74.40 8.125 20001101 20301001 360
0029023090 XXXX XX 00000 P SF 1 80.00 8.250 20001201 20301101 360
0029025806 XXXXXXX XX 00000 P PD 1 80.00 8.125 20010201 20310101 360
0029033487 XXXXX XX 00000 P SF 1 80.00 7.875 20010101 20301201 360
0029034105 XXXXXX XX 00000 P PD 1 51.30 7.625 20010201 20310101 360
0029037462 MUYCO CA 91913 P PD 1 74.80 7.875 20010101 20301201 360
0029052305 XX XX 00000 P CO 1 76.60 8.125 20001201 20301101 360
0029060860 XXXX XX 00000 P SF 6 74.50 8.125 20010101 20301201 360
0029065919 XXXXXXXX XX 00000 P SF 8 87.20 8.375 20010101 20301201 360
0029069804 XXXXXXXXXX XX 00000 P SF 1 85.00 7.250 20010101 20301201 360
0029072030 XXXXXX XX 00000 P PD 1 80.00 8.000 20010201 20310101 360
0029072923 XXXXXXXXXX XX 00000 P PD 1 80.00 8.125 20010101 20301201 360
0029074341 XXXXX XX 00000 P SF 6 70.70 7.750 20010101 20301201 360
0029074671 XXXXXXX CA 95020 P PD 1 80.00 8.125 20010101 20301201 360
0029075918 XXXXXX XX 00000 P SF 6 74.70 8.250 20010101 20301201 360
0029077005 XXX XX 00000 P PD 1 80.00 8.125 20010201 20310101 360
0029082229 XXXXXX XX 00000 P PD 1 79.70 9.500 20010101 20301201 360
0029082898 XXXXXX XX 00000 S CO 1 80.00 8.000 20010101 20301201 360
0029087970 XXXXXXXX XX 00000 S CO 1 80.00 8.000 20010101 20301201 360
0029089158 XXXXXXX XX 00000 P SF 1 75.00 7.750 20010101 20301201 360
0029089166 XXXXXXX XX 00000 P 2F 1 80.00 8.000 20010101 20301201 360
0029089828 XXXXXXXXX XX 00000 P PD 1 75.00 7.750 20010101 20301201 360
0029090461 XXXXXXXX XX 00000 P SF 1 80.00 7.750 20010101 20301201 360
0029091402 XXXXXXX XX 00000 P SF 8 30.00 8.000 20010101 20301201 360
0029091808 XXXXXX XX 00000 P PD 1 54.70 8.250 20010201 20310101 360
0029093226 XXXXXXX XX 00000 P PD 1 58.80 8.250 20010101 20301201 360
0029094463 XXXXXXX CO 80537 P PD 8 66.60 8.000 20010101 20301201 360
0029095957 XXXXXX XX 00000 P PD 8 80.00 8.375 20010101 20301201 360
0029096666 XXXXXXX XX 00000 P SF 8 80.00 8.125 20010101 20301201 360
0029096815 HANNER II SC 29451 S PD 8 63.30 8.125 20010101 20301201 360
0029097086 XXXXXXXX XX 00000 P SF 1 75.00 8.000 20010101 20301201 360
0029097276 XXXXXXXXXX XX 00000 P SF 1 79.30 6.750 19990701 20290601 360
0029097391 XXXXX XX 00000 P SF 6 74.20 8.375 20000101 20291201 360
0029097664 ALI NY 11377 P 2F 1 90.00 8.500 20001201 20301101 360
0029097946 XXXXXX XX 00000 P SF 1 75.00 8.375 20001101 20301001 360
0029098290 XXXXXXXX XX 00000 P PD 1 80.00 8.375 20010101 20301201 360
0029098308 XXXXXXXXXX XX 00000 P SF 1 80.00 7.875 20010201 20310101 360
0029098498 XXXXXX-XXXX XX 00000 S CH 1 80.00 8.125 20010201 20310101 000
0000000000 XXXXX XX 00000 P SF 1 80.00 8.500 20010201 20310101 360
0029099314 XXXXXX XX 00000 P CO 1 90.00 7.750 20010101 20301201 360
0029099348 XXXX XX 00000 P PD 1 80.00 8.250 20010201 20310101 360
0029099470 XXX XXX XX 00000 P SF 1 80.00 7.875 20010101 20301201 360
0029099496 XXXXXXXXX XX 00000 P PD 1 80.00 8.000 20010101 20301201 360
0029099645 XXXXXXX XX 00000 P PD 8 80.00 8.250 20010201 20310101 360
0029100245 XXXXXXX XX 00000 S SF 1 80.00 8.500 20010101 20301201 360
0029100468 XXXXXX XX 00000 P PD 1 80.00 8.000 20010101 20301201 360
0029100534 XXXXXX XX 00000 P 3F 6 47.10 8.625 20010101 20301201 360
0029100666 XXXXXXXXXX XX 00000 P CO 1 47.40 8.000 20010101 20301201 360
0029100807 XXXXX XX 00000 P PA 1 80.00 7.875 20001201 20301101 360
0029101441 XXXXXX XX 00000 P PD 1 80.00 7.750 20010201 20310101 360
0029101508 XXXXXXX XX 00000 P SF 8 90.00 8.000 20010201 20310101 360
0029101748 XXXXXX XX 00000 P PD 1 80.00 8.125 20010101 20301201 360
0029101946 XXXXXXX XX 00000 P SF 1 80.00 8.125 20010101 20301201 360
0029102191 XXXXXX XX 00000 P PD 1 80.00 8.500 20010101 20301201 360
0029102894 XXXXXX XXXXX XX 00000 P PD 1 80.00 8.125 20010101 20301201 360
0029103876 XXXXXXXXX XX 00000 P PD 1 95.00 8.250 20010101 20301201 360
0029104288 XXXXX XX 00000 P PD 1 80.00 7.875 20001101 20301001 360
0029104338 XXXXXX XX 00000 P SF 1 80.00 8.000 20001201 20301101 360
0029104916 XXXXXX XX 00000 P 4F 1 80.00 8.500 20010101 20301201 360
0029105236 XXXXXX XX 00000 P PD 1 80.00 8.375 20010101 20301201 360
0029105608 XXXXXXX XX 00000 P PD 1 80.00 8.125 20010101 20301201 360
0029105871 XXXXX XX 00000 P SF 1 80.00 8.000 20010101 20301201 360
0029105939 XXXXXX XX 00000 P SF 1 80.00 8.000 20010101 20301201 360
0029106242 XXXXXXXXX XX 00000 S PD 1 70.00 8.250 20010201 20310101 360
0029106333 XXXXXX XX 00000 P CO 1 80.00 7.750 20010101 20301201 360
0029106382 XXXXX XX 00000 P PD 8 50.00 8.000 20010101 20301201 360
0029106606 XXXXXX XX 00000 P PD 1 80.00 8.375 20010101 20301201 360
0029107182 XXXXX, XX. XX 00000 P SF 8 64.00 8.250 20010201 20310101 360
0029107752 X'XXXXXXX XX 00000 P SF 1 84.90 8.250 20010101 20301201 360
0029108941 XXXXXXXX XX 00000 P PD 1 80.00 8.375 20010101 20301201 360
0029109733 XXXXXXX XX 00000 P CO 1 73.50 7.750 20010101 20301201 360
0029109808 XXXXX XX 00000 P PD 1 90.00 8.000 20010101 20301201 360
0029110277 XXXXXXX XX 00000 P SF 1 80.00 8.125 20010101 20301201 360
0029110376 XXXXXXXXX XX 00000 P TH 8 57.50 8.250 20001201 20301101 000
0000000000 XX XX 00000 P SF 1 90.00 8.500 20001101 20301001 360
0029110475 XXXXXX XX 00000 P SF 8 39.90 8.250 20001101 20301001 360
0029111176 XXXXXXXXX XX 00000 P PD 1 80.00 7.750 20010101 20301201 360
0029111259 XXXXXX XX 00000 P SF 8 65.70 7.875 20010101 20301201 360
0029111424 XXXXXXXXXXX XX 00000 S CO 1 75.00 8.250 20010201 20310101 360
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6907616525 SHAW CA 94611 P SF 1 54.30 8.125 20010201 20310101 360
6908817171 COX CA 94110 P SF 1 80.00 7.875 20010301 20310201 360
6908876706 VOLPE SC 29466 P SF 1 67.70 7.750 20010301 20310201 360
6909759919 KNELLER CA 90278 P SF 1 80.00 8.125 20010201 20310101 360
6910050746 CORNELL CA 96150 S SF 1 80.00 8.625 20010101 20301201 360
6910708459 KHAN CA 94583 P PA 1 80.00 8.250 20010101 20301201 360
6911883277 VENTERS CA 94122 P CO 1 80.00 8.250 20010101 20301201 360
6912661532 SCHIMMELPFENNIG CA 92673 P PD 1 80.00 8.125 20010201 20310101 360
6915999681 ROSSI CA 92028 P SF 1 80.00 8.000 20010201 20310101 360
6918244762 RIGBY NC 27615 P SF 1 77.80 7.750 20010301 20310201 360
6919062403 PANGANAMALA CA 94555 P PD 6 69.90 8.500 20010101 20301201 360
6919676905 DEUTSCH CA 92028 P SF 8 72.40 8.000 20010201 20310101 360
6920866925 RUIZ CA 94545 P SF 1 80.00 8.250 20010201 20310101 360
6921216849 CANAAN CA 94550 P SF 1 80.00 8.375 20010201 20310101 360
6921797004 PEGG CA 94538 P SF 1 80.00 8.250 20010101 20301201 360
6922559080 TU CA 92660 P PD 1 80.00 8.000 20010101 20301201 360
6923292087 BROWN CA 94903 P SF 1 66.60 7.875 20010201 20310101 360
6923718719 SPEKTOR CA 94596 P SF 1 68.20 8.125 20010101 20301201 360
6923952771 ELRINGTON CA 90056 P SF 1 80.00 7.875 20010201 20310101 360
6924139279 AHMADI CA 95121 P SF 1 80.00 8.250 20010201 20310101 360
6924897108 MAHAN CA 91106 P SF 1 78.80 8.125 20010201 20310101 360
6925086263 BELL CA 92618 P PD 1 80.00 8.250 20010201 20310101 360
6925285733 MILLER CA 94010 P SF 8 19.50 8.125 20010101 20301201 360
6928625315 GUGEL CA 94954 P SF 1 58.60 7.875 20010101 20301201 360
6930150062 WINTER CA 90292 P CO 1 80.00 8.125 20010101 20301201 360
6930322190 JIANG CA 94116 P SF 1 80.00 8.000 20010201 20310101 360
6930633893 REESE CA 94519 P SF 6 64.70 8.125 20010201 20310101 360
6930676769 CAMPBELL CA 93908 P SF 1 80.00 8.000 20010101 20301201 360
6931522095 JOLLY CA 95123 P SF 1 80.00 8.125 20010101 20301201 360
6932531285 HUTCHISON CA 94583 P PD 1 69.00 8.000 20010201 20310101 360
6933947613 SCHMIDT MD 20896 P SF 1 80.00 7.500 20010301 20310201 360
6934284925 YOUNG CA 94702 P SF 6 75.00 8.500 20010201 20310101 360
6937577994 JENSEN CA 91104 P SF 1 80.00 7.750 20010101 20301201 360
6937670450 DOLATSHAHI CA 95662 P SF 1 75.00 7.875 20010201 20310101 360
6938440127 BUTLER CA 92040 P SF 8 95.00 8.875 20010201 20310101 360
6939145337 POLLARD CA 95124 P SF 1 70.60 8.125 20010101 20301201 360
6939638422 ECK CA 94501 P CO 1 80.00 7.875 20010201 20310101 360
6939677396 WORD,III VA 20191 P PD 1 80.00 7.750 20010301 20310201 360
6940763359 BULUT CA 95032 P PA 1 80.00 8.250 20010101 20301201 360
6940976738 LEDESMA CA 93933 P SF 6 74.30 7.750 20010101 20301201 360
6944729745 MATSUBAYASHI CA 94538 P SF 1 80.00 7.875 20010201 20310101 360
6945028295 DICONZA CA 95037 I PD 8 28.70 8.500 20010201 20310101 360
6945544218 ASHOUBI CA 92677 P PD 1 80.00 7.875 20010101 20301201 360
6945951272 SPENCE CA 92253 S PD 1 80.00 7.875 20010201 20310101 360
6946107486 JAMES CA 94510 P SF 1 80.00 8.000 20010201 20310101 360
6947998065 MITTLEMAN CA 92075 P SF 1 80.00 8.000 20010201 20310101 360
6948230104 FRANDLE CA 95065 P SF 1 54.50 7.875 20010101 20301201 360
6948777104 LIU CA 90212 P CO 1 80.00 8.625 20010201 20310101 360
6948892242 LIM CA 94107 S CO 1 80.00 7.875 20010201 20310101 360
6949384603 CANFIELD CA 92602 P PD 1 80.00 7.875 20010101 20301201 360
6950278843 BUHLES CA 95616 P SF 1 80.00 8.500 20010101 20301201 360
6951106563 RAYMOND WA 98070 P SF 8 77.50 8.000 20010301 20310201 360
6951173738 RAMIREZ CA 93906 P SF 1 90.00 8.250 20010201 20310101 360
6952308192 DONEGAN CA 92672 P SF 1 66.70 7.875 20010301 20310201 360
6952541685 OAKES KY 40245 P SF 8 69.10 8.000 20010301 20310201 360
6952630488 SAFWAT CA 94044 P SF 1 80.00 7.625 20010201 20310101 360
6952892468 THUNELL CA 90631 P PD 1 70.00 8.000 20010201 20310101 360
6953144851 MARZBAN CA 90274 P PA 8 83.10 8.000 20010101 20301201 360
6953389431 SIRAR CA 95124 P SF 1 80.00 7.875 20010201 20310101 360
6954971427 JONES CA 95003 P SF 1 80.00 8.000 20010201 20310101 360
6955072316 BONNER, JR. CA 93953 P SF 6 40.80 8.250 20010101 20301201 360
6956300633 MALOUF UT 84109 P SF 6 70.20 7.875 20010301 20310201 360
6957465096 KLEYMEYER VA 22205 P SF 1 80.00 7.875 20010301 20310201 360
6957529081 OHM CA 93940 P SF 8 41.70 8.250 20010101 20301201 360
6957539684 SNEED CA 94619 P SF 6 67.00 7.875 20010301 20310201 360
6958949395 AZIMI CA 91302 P SF 1 68.40 8.125 20010101 20301201 360
6959229532 RAMALEY WA 98292 S SF 8 77.70 8.250 20010301 20310201 360
6962557762 PRIEST CA 90278 P CO 1 80.00 7.875 20010201 20310101 360
6964436874 LEDESMA CA 95020 P PA 1 95.00 8.250 20010101 20301201 360
6964450073 ELOVITZ CA 92688 P PD 8 79.70 8.125 20010201 20310101 360
6965760678 WYSZYNSKI IL 60062 P SF 1 90.00 8.250 20010301 20310201 360
6966173939 WALDEN CA 94116 P SF 8 73.40 7.875 20010201 20310101 360
6967225373 CARTER CA 92604 P SF 1 80.00 7.625 20010301 20310201 360
6967403285 SALZMAN CA 94706 P SF 1 80.00 8.125 20010201 20310101 360
6973376483 MARTINS CA 94544 P PD 6 59.60 7.875 20010301 20310201 360
6973921395 PELELLA, JR. CA 94040 P SF 1 76.20 7.500 20010201 20310101 360
6975129229 JESSEE CA 94611 P SF 1 80.00 7.625 20010301 20310201 360
6976495744 ALEXANDER CA 94588 P PA 1 80.00 8.250 20010101 20301201 360
6977468732 INTERIAN,III CA 91001 P SF 1 80.00 8.000 20010101 20301201 360
6978482625 CERASUOLO TN 37027 P PD 1 80.00 7.375 20010301 20310201 360
6979976211 NIES CA 94025 P CO 1 80.00 8.125 20010201 20310101 360
6980380957 GOLDSTEIN CA 94022 P SF 1 56.30 8.125 20010101 20301201 360
6980728429 CROWDER CA 94044 P SF 1 80.00 7.500 20010201 20310101 360
6982753078 SMITH CA 92025 P SF 6 65.90 8.125 20010101 20301201 360
6983251635 REYES CA 95242 P SF 1 90.00 8.000 20010301 20310201 360
6984304060 LIETZ IL 60467 P SF 1 80.00 7.750 20010301 20310201 360
6987257901 NGUYEN CA 95132 P SF 1 74.00 8.000 20010101 20301201 360
6987269328 HANDOG CA 94536 P SF 6 74.30 8.375 20010201 20310101 360
6989591240 HUMPHRY CA 92106 P SF 6 69.30 7.875 20010201 20310101 360
6990060094 COUGHLAN CA 94116 P SF 1 64.30 7.750 20010201 20310101 360
6990095538 BOHL CA 92106 P SF 8 35.10 8.250 20010201 20310101 360
6990442870 WOLFE CA 92591 P SF 6 65.80 8.375 20010101 20301201 360
6991019008 BROWN CA 96161 S PD 1 70.10 8.125 20010301 20310201 360
6991516946 DANQUE CA 92025 P SF 1 80.00 8.000 20010201 20310101 360
6991903417 HIGGINSON CA 95008 P CO 1 80.00 8.000 20010101 20301201 360
6992001930 GILMAN CA 93460 P SF 1 60.60 7.375 20010201 20310101 360
6993355335 ECKMAN CA 92835 P SF 6 26.90 8.375 20010201 20310101 360
6993812491 MATHUR CA 94506 P PD 1 80.00 8.125 20010201 20310101 360
6994255260 RAIKIN CA 91307 P SF 1 80.00 8.000 20010101 20301201 360
6994760582 GODBER CA 92661 P SF 8 67.80 8.250 20010201 20310101 360
6997141475 MACKO CA 95117 P SF 1 80.00 8.250 20010201 20310101 360
6997527749 BIGGERS VA 23113 P SF 1 73.60 7.875 20010201 20310101 360
6997583163 FENDER CA 94086 P SF 1 75.00 7.750 20010301 20310201 360
6998625948 ACKERMAN CA 94019 P PD 1 51.50 8.000 20010301 20310201 360
6998935404 SPEID CA 92130 P PD 1 80.00 8.000 20010201 20310101 360
6999113134 UEBERROTH CA 92651 P PD 8 55.40 8.125 20010201 20310101 360
6999124909 LAPTALO CA 95020 P SF 1 77.20 7.875 20010201 20310101 360
6999369322 PEREZ CA 94591 S SF 1 80.00 8.000 20010201 20310101 360
6999994244 FISCHER CA 94107 P SF 6 62.60 8.125 20010101 20301201 360
ORIGINAL MONTHLY CURRENT REMAINING SCHEDULED PMI APPRAISAL SALES
PB P & I DUE DATE TERM BALANCE CODE FICO VALUE PRICE
-- ----- -------- ---- ------- ---- ---- ----- -----
357,633.00 2,655.42 20010301 359 357,399.64 756 792,500 793,192
607,228.00 4,402.82 20010201 358 606,389.48 740 759,500 759,036
434,900.00 3,115.68 20010301 359 434,593.04 741 555,000 543,640
366,200.00 2,623.50 20010201 358 365,681.40 649 458,000 457,796
320,500.00 2,407.81 20010301 359 320,295.63 729 401,000 400,857
344,000.00 2,675.60 20010301 354 342,759.30 790 430,000 430,000
352,400.00 2,494.27 20010301 358 351,888.26 786 441,000 440,530
312,200.00 2,345.46 20010201 355 311,190.80 783 425,000 425,000
500,000.00 3,668.82 20010201 359 499,664.51 803 625,000 625,000
297,000.00 2,283.68 20010301 358 296,638.87 12 337,000 330,000
440,050.00 3,228.93 20010201 358 439,457.50 710 550,500 550,500
300,800.00 2,207.16 20010301 359 300,598.17 762 388,000 376,165
325,654.00 2,417.97 20010201 359 325,440.98 789 408,000 407,067
450,000.00 3,500.06 20010201 356 448,925.75 696 678,642 678,153
300,000.00 2,227.50 20010201 356 299,206.99 741 405,000 403,325
304,000.00 2,283.86 20010201 357 303,414.42 740 380,000 380,000
307,950.00 2,286.52 20010201 359 307,748.56 779 400,000 384,990
452,000.00 3,277.31 20010301 358 451,326.27 718 565,000 565,000
325,000.00 2,300.33 20010301 359 324,764.77 761 634,000 633,191
298,300.00 2,162.88 20010201 358 297,750.06 711 399,000 398,800
279,500.00 2,075.28 20010201 357 278,746.43 730 410,000 365,000
330,000.00 2,450.25 20010201 358 329,566.78 670 443,000 --
360,000.00 2,736.26 20010201 358 359,550.92 35 642 413,000 --
399,400.00 2,724.62 20010301 358 398,774.96 12 470,000 469,900
340,000.00 2,494.80 20010201 359 339,771.87 744 430,000 425,000
516,150.00 3,832.40 20010201 358 515,472.45 747 646,000 645,214
290,000.00 2,077.60 20010201 358 289,589.31 739 410,000 --
672,100.00 4,990.32 20010201 358 671,217.73 689 841,000 840,172
280,000.00 2,103.55 20010201 358 279,641.67 654 375,000 --
406,250.00 3,016.39 20010201 359 405,984.26 697 510,000 507,835
553,900.00 4,657.50 20010201 358 553,352.92 734 695,000 695,000
376,000.00 2,758.95 20010201 358 375,493.75 746 478,000 470,000
276,800.00 2,031.07 20010201 358 276,427.29 760 346,000 346,000
435,000.00 3,116.40 20010301 358 434,383.96 590,000 580,000
270,250.00 1,983.00 20010301 358 269,886.13 728 344,000 337,831
338,250.00 2,423.26 20010301 358 337,771.00 764 452,000 451,059
388,000.00 2,779.68 20010301 358 387,450.53 668 490,000 485,000
300,000.00 2,201.30 20010301 358 299,596.06 789 1,000,000 --
350,000.00 2,629.44 20010201 359 349,776.81 758 645,000 640,045
1,000,000.00 7,512.67 20010201 358 998,720.28 678 1,700,000 1,735,000
404,000.00 2,964.41 20010201 358 403,456.04 749 607,000 --
348,000.00 2,645.05 20010201 358 347,565.89 633 435,000 --
288,000.00 2,138.39 20010201 358 287,621.94 696 360,000 --
475,000.00 3,526.86 20010201 358 474,376.47 770 750,000 --
383,250.00 2,812.16 20010201 358 382,733.97 673 511,000 511,000
441,500.00 2,863.56 20010401 340 433,477.06 774 571,000 556,500
276,000.00 2,097.80 20010201 346 273,296.20 687 372,000 --
387,000.00 2,975.70 20010201 357 386,291.66 01 630 430,000 430,000
423,750.00 3,220.81 20010201 356 422,685.36 791 565,000 565,000
391,200.00 2,973.40 20010201 358 390,712.00 708 510,000 489,000
516,000.00 3,741.36 20010301 359 515,644.89 754 645,000 645,000
332,000.00 2,465.09 20010201 359 331,782.83 748 415,000 415,000
449,648.00 3,457.41 20010201 359 449,375.60 668 565,000 562,061
344,800.00 2,470.19 20010301 358 344,311.71 35 742 383,500 383,205
285,150.00 2,142.24 20010201 359 284,968.17 638 401,500 356,442
303,600.00 2,201.31 20010301 358 303,172.00 755 430,000 379,500
326,100.00 2,392.81 20010201 358 325,660.92 688 408,000 407,700
557,600.00 4,189.07 20010201 359 557,244.43 758 697,000 --
383,200.00 2,946.48 20010201 358 382,734.06 732 479,000 479,000
328,000.00 2,406.75 20010301 358 327,558.37 785 425,000 410,000
565,000.00 4,394.51 20010201 358 564,330.46 741 1,200,000 --
300,000.00 2,201.30 20010201 358 299,596.06 760 692,000 633,000
319,200.00 2,314.43 20010301 357 318,536.63 743 400,000 399,000
319,900.00 2,291.80 20010201 359 319,674.22 734 402,000 399,900
302,400.00 2,218.90 20010201 359 302,197.10 12 739 336,000 --
314,600.00 2,335.90 20010301 358 314,187.01 676 395,000 393,342
540,000.00 4,009.48 20010201 358 539,291.15 727 675,000 675,000
629,600.00 4,841.08 20010301 358 628,834.47 735 800,000 787,000
319,900.00 2,375.25 20010401 358 319,480.06 733 400,000 399,900
280,450.00 2,106.93 20010301 358 280,091.09 35 713 318,000 295,238
512,850.00 3,718.52 20010201 356 511,424.27 697 673,000 641,105
304,000.00 2,230.64 20010201 357 303,383.99 680 400,000 380,000
504,000.00 3,875.32 20010201 358 503,387.20 699 630,000 630,000
408,550.00 3,105.28 20010201 358 408,040.35 681 511,000 510,705
446,000.00 3,311.54 20010201 358 445,414.43 720 560,000 557,500
415,950.00 3,052.10 20010201 358 415,341.72 749 520,000 519,950
428,000.00 3,140.52 20010201 358 427,423.71 695 535,000 535,000
599,375.00 4,502.91 20010301 359 598,992.79 809 860,000 856,250
295,500.00 2,117.00 20010301 358 295,081.53 777 370,000 369,397
450,000.00 3,301.95 20010201 358 449,394.09 780 900,000 --
279,900.00 2,127.44 20010201 358 279,550.84 735 353,000 349,880
650,000.00 4,883.23 20010201 359 649,585.52 724 1,015,000 --
286,500.00 2,152.38 20010301 358 286,133.36 35 676 340,000 337,500
368,800.00 2,803.15 20010301 358 368,339.94 780 465,000 461,000
305,000.00 2,185.06 20010301 358 304,216.24 797 415,000 415,000
333,000.00 2,443.44 20010301 358 332,551.63 11 693 380,000 370,000
314,550.00 2,335.52 20010101 358 314,137.10 766 394,000 393,210
500,000.00 3,756.33 20010201 357 499,036.91 753 869,000 --
315,000.00 2,422.08 20010201 356 314,090.88 24 710 350,000 350,000
279,000.00 2,096.03 20010201 356 278,280.98 702 700,000 --
290,400.00 2,080.46 20010201 358 289,988.74 716 382,000 363,022
355,000.00 2,574.00 20010301 358 354,509.77 736 540,000 --
641,175.00 4,816.94 20010201 359 640,766.14 725 865,000 854,900
308,050.00 2,233.58 20010201 359 307,838.00 788 456,000 452,546
276,000.00 2,049.30 20010301 359 275,819.45 345,000 345,000
280,000.00 2,078.99 20010301 358 279,632.44 733 360,000 350,000
432,000.00 3,283.52 20010301 359 431,731.47 764 540,000 540,000
377,900.00 2,707.33 20010201 359 377,633.27 712 480,000 --
323,900.00 2,320.46 20010301 357 322,932.93 12 683 360,000 359,900
400,000.00 2,935.06 20010201 359 399,731.61 739 500,000 --
424,000.00 3,148.19 20010201 358 423,443.40 795 539,000 530,000
432,800.00 3,251.49 20010201 358 432,246.12 774 541,000 541,000
520,000.00 3,680.53 20010301 359 519,623.64 641 650,000 650,000
296,000.00 2,197.80 20010301 359 295,806.37 750 370,000 390,818
525,000.00 3,990.38 20010301 359 524,474.17 768 760,000 --
330,000.00 2,421.42 20010201 359 329,778.58 785 412,500 --
336,000.00 2,436.23 20010201 359 335,768.77 749 420,000 --
351,000.00 2,606.17 20010301 358 350,539.23 736 550,000 --
574,000.00 4,362.82 20010301 359 573,603.72 702 820,000 --
296,000.00 2,171.95 20010201 358 295,601.44 685 370,000 370,000
402,000.00 3,055.49 20010301 358 401,498.53 719 504,000 502,500
440,000.00 3,228.56 20010201 358 439,407.58 749 636,500 --
357,720.00 2,687.43 20010201 355 356,563.67 720 450,000 447,150
440,000.00 3,305.58 20010201 351 437,340.05 609 550,000 550,000
316,000.00 2,346.29 20010301 359 315,793.29 753 445,000 445,000
345,000.00 2,501.49 20010201 359 344,762.57 668 460,000 --
356,000.00 2,643.29 20010301 358 355,532.68 719 445,000 445,000
380,000.00 2,755.26 20010201 359 379,738.49 750 680,000 680,000
425,000.00 3,230.31 20010201 358 424,469.83 790 725,000 725,000
356,000.00 2,737.33 20010201 358 355,567.15 810 460,000 445,000
308,000.00 2,259.99 20010201 358 307,585.30 655 387,000 385,000
637,000.00 4,841.66 20010201 358 636,205.38 764 980,000 980,000
283,550.00 2,055.93 20010201 358 282,957.14 11 747 299,000 298,500
322,200.00 2,420.58 20010201 356 321,369.65 759 406,000 402,770
285,000.00 2,116.12 20010201 358 284,625.88 734 360,000 --
355,000.00 2,574.00 20010301 358 354,509.77 728 480,000 480,000
296,000.00 2,197.80 20010201 359 295,806.37 773 375,000 370,000
442,300.00 3,284.07 20010201 359 442,010.67 753 603,000 552,937
345,000.00 2,531.49 20010201 358 344,535.48 767 510,000 486,737
296,650.00 2,176.71 20010301 359 296,450.96 660 375,000 370,848
279,550.00 2,051.24 20010201 358 279,173.61 773 355,000 349,454
360,000.00 2,704.56 20010201 359 359,770.44 779 450,000 450,000
304,000.00 2,230.65 20010301 358 303,577.59 711 384,000 380,048
549,950.00 3,987.52 20010201 358 549,190.57 735 720,000 719,950
375,000.00 2,751.62 20010301 359 374,748.30 737 505,000 --
414,000.00 3,037.79 20010201 359 413,722.21 731 556,000 --
320,000.00 2,517.44 20010301 358 319,630.32 637 502,000 501,954
387,920.00 2,914.32 20010301 357 387,172.78 763 485,000 484,900
300,000.00 2,577.47 20010201 356 299,433.26 11 704 334,000 330,000
297,600.00 2,183.69 20010301 357 296,909.59 645 381,000 --
471,840.00 3,421.17 20010301 357 470,859.43 774 590,000 589,800
442,000.00 3,281.84 20010201 357 441,126.72 554,000 552,609
607,821.00 4,407.13 20010201 357 606,557.84 694 760,000 759,777
295,280.00 2,115.43 20010301 359 295,071.59 01 752 350,000 347,390
383,400.00 2,813.26 20010201 357 382,623.06 11 711 430,000 426,000
325,980.00 2,448.98 20010201 357 325,352.09 13 699 362,500 362,201
339,200.00 2,488.93 20010201 358 338,743.29 705 430,000 424,000
552,510.00 4,054.12 20010201 358 551,766.09 697 691,000 690,638
426,024.00 3,200.58 20010201 357 425,203.40 678 540,000 532,530
250,000.00 2,124.98 20010301 357 249,023.38 13 756 310,000 --
580,000.00 4,459.70 20010101 358 579,294.78 714 725,000 725,000
320,000.00 2,404.06 20010301 357 319,383.60 651 530,000 530,000
348,000.00 2,614.41 20010201 358 347,554.65 723 440,000 435,000
275,097.00 2,066.72 20010301 357 274,567.09 11 762 305,000 298,500
336,000.00 2,583.55 20010301 358 335,591.46 792 422,000 420,000
600,000.00 4,350.42 20010301 359 599,587.08 759 1,180,000 1,175,000
399,300.00 2,860.64 20010201 357 398,449.04 741 500,000 499,139
311,200.00 2,337.95 20010201 357 310,600.55 669 390,000 389,000
392,000.00 2,979.49 20010301 357 391,068.81 778 520,000 490,000
283,269.00 2,053.90 20010201 357 282,680.31 687 355,000 354,087
282,700.00 2,049.78 20010301 357 282,112.48 683 400,300 400,265
345,000.00 2,561.62 20010301 359 344,774.32 792 475,000 460,000
276,800.00 1,983.03 20010201 357 276,210.12 741 346,000 348,701
280,250.00 2,080.85 20010201 357 279,696.30 698 374,000 373,694
620,000.00 4,549.34 20010301 359 619,583.99 774 780,000 775,000
492,000.00 3,610.12 20010201 358 491,337.56 723 615,000 631,450
450,000.00 3,146.47 20010201 359 449,666.03 646 750,000 740,340
315,000.00 2,366.49 20010201 359 314,799.14 661 420,000 --
348,000.00 2,523.24 20010301 359 347,760.51 659 435,000 435,000
309,219.00 2,350.29 20010201 359 309,026.80 715 387,000 386,524
297,000.00 2,153.46 20010301 359 296,795.60 11 773 330,000 330,000
382,000.00 2,769.77 20010201 359 381,737.10 746 480,000 477,500
304,000.00 2,204.22 20010201 358 303,558.32 690 394,000 --
319,900.00 2,403.30 20010201 359 319,696.01 694 400,000 399,900
576,000.00 4,226.48 20010201 359 575,613.52 668 720,000 720,000
344,800.00 2,590.37 20010201 359 344,580.13 733 447,900 431,000
407,000.00 2,951.03 20010301 360 407,000.00 751 595,000 --
300,000.00 2,280.22 20010201 359 299,813.53 771 375,000 375,000
459,700.00 3,333.14 20010201 358 459,065.21 770 575,000 574,713
380,200.00 2,789.77 20010201 359 379,944.90 762 483,500 475,251
471,050.00 3,538.85 20010301 358 470,447.17 740 589,000 588,862
313,200.00 2,270.92 20010201 359 312,984.46 751 395,000 391,500
286,425.00 2,202.36 20010201 358 286,076.73 06 611 301,500 301,500
297,000.00 2,257.41 20010201 359 296,815.40 753 397,000 396,000
430,000.00 3,080.58 20010301 359 429,696.50 693 625,000 --
336,950.00 2,561.06 20010201 359 336,740.57 719 483,000 481,428
359,050.00 2,634.58 20010201 359 358,809.09 35 756 420,000 398,963
667,000.00 4,836.21 20010201 359 666,540.98 722 834,000 834,000
390,800.00 2,833.58 20010201 358 390,260.33 11 777 435,000 434,290
689,200.00 5,117.30 20010301 358 688,295.27 720 919,000 918,952
484,000.00 3,467.44 20010301 359 483,658.39 787 605,000 605,000
295,100.00 2,139.68 20010301 358 294,571.46 766 369,000 368,900
359,300.00 2,605.18 20010201 358 358,803.83 677 450,000 449,127
386,400.00 2,801.67 20010301 359 386,134.08 806 495,000 483,000
450,000.00 3,460.12 20010301 358 449,452.83 746 720,000 707,000
537,421.00 3,943.40 20010301 358 536,697.41 755 672,000 671,776
364,500.00 2,611.32 20010301 359 364,242.74 06 773 407,500 405,000
336,000.00 2,553.84 20010201 359 335,791.16 680 429,000 420,000
806,500.00 6,058.97 20010201 359 805,985.72 725 1,225,000 --
484,000.00 3,551.42 20010301 359 483,675.25 684 632,000 610,000
325,500.00 2,445.38 20010301 359 325,292.43 726 580,000 575,000
280,000.00 2,054.54 20010301 359 279,812.13 693 390,000 380,500
364,000.00 2,734.62 20010301 359 363,702.50 689 455,000 455,000
289,574.00 2,175.48 20010201 358 289,203.41 686 460,000 459,574
275,850.00 2,072.37 20010301 358 274,173.85 742 345,000 344,818
490,000.00 3,552.85 20010301 358 489,323.34 794 689,900 689,900
542,900.00 4,126.43 20010201 359 542,562.56 716 720,000 703,250
316,800.00 2,297.02 20010201 359 316,581.98 35 690 352,000 --
460,000.00 3,455.83 20010301 359 459,706.67 732 575,000 575,000
300,000.00 2,149.24 20010201 359 299,788.26 721 455,000 450,000
383,200.00 2,778.47 20010301 359 382,936.28 756 479,000 479,000
289,636.00 2,074.99 20010201 359 289,431.58 12 726 319,000 315,199
294,530.00 2,161.16 20010201 358 294,133.43 793 505,000 --
456,000.00 3,345.97 20010201 358 455,386.02 656 570,000 570,000
436,000.00 3,237.29 20010301 358 435,337.65 724 545,000 545,000
332,900.00 2,413.76 20010301 358 332,440.29 24 762 370,000 369,900
435,000.00 3,344.77 20010201 358 434,471.09 625 600,000 --
320,400.00 2,435.27 20010201 358 319,833.95 01 792 356,000 356,000
327,960.00 2,406.45 20010201 359 327,739.95 694 410,000 409,950
340,200.00 2,829.62 20010201 358 339,855.04 12 744 380,000 --
532,000.00 3,765.47 20010301 359 531,614.95 769 760,000 --
317,200.00 2,272.46 20010201 359 316,976.12 781 397,000 396,554
552,000.00 4,098.58 20010201 359 551,638.92 682 759,000 --
374,000.00 2,711.76 20010301 359 373,742.62 723 540,000 --
368,000.00 2,764.67 20010201 359 367,765.33 746 460,000 460,000
316,000.00 2,374.00 20010201 359 315,798.50 744 395,000 395,000
442,000.00 3,166.55 20010201 359 441,688.03 694 560,000 552,500
479,500.00 3,476.71 20010201 359 479,170.01 783 685,000 685,000
317,000.00 2,409.43 20010201 357 316,404.77 668 460,000 --
326,004.00 2,363.76 20010301 358 325,553.81 773 416,000 407,505
359,900.00 2,516.47 20010301 357 359,093.69 809 450,000 449,900
595,000.00 4,365.90 20010201 357 593,794.31 860,000 835,000
341,600.00 2,566.33 20010201 358 341,162.84 758 427,000 427,000
560,000.00 4,305.92 20010301 360 560,000.00 757 710,000 710,000
325,000.00 2,618.18 20010201 237 323,228.18 777 445,000 445,000
500,000.00 3,625.35 20010201 359 499,655.90 755 985,000 950,000
337,500.00 2,565.24 20010301 358 336,950.72 06 750 390,000 375,000
468,000.00 3,681.76 20010201 358 467,459.52 650 585,000 --
313,000.00 2,296.68 20010201 356 311,744.77 768 556,062 556,062
414,000.00 3,368.44 20010301 355 412,881.51 682 555,000 --
329,000.00 2,385.48 20010201 357 328,316.28 659 450,000 --
363,645.00 2,668.30 20010301 359 363,401.00 35 691 450,000 404,050
300,000.00 2,227.49 20010201 356 299,207.00 757 480,000 479,260
396,000.00 2,975.02 20010201 357 395,237.22 778 495,000 495,000
355,500.00 2,860.43 20010201 356 354,714.47 06 747 395,000 391,500
302,000.00 2,215.97 20010201 357 301,388.02 765 378,000 377,500
319,200.00 2,454.38 20010301 357 318,615.74 794 399,000 399,000
319,000.00 2,312.97 20010301 358 318,559.49 785 480,000 479,000
440,000.00 3,076.54 20010201 357 439,344.87 750 550,000 550,000
500,000.00 3,712.49 20010201 357 499,012.12 735 640,000 632,536
381,300.00 2,898.16 20010201 356 380,342.02 778 487,000 483,000
400,000.00 3,075.65 20010301 357 399,267.87 767 875,000 875,000
400,000.00 3,005.07 20010301 358 399,488.11 712 565,000 --
512,000.00 3,982.28 20010201 354 510,153.37 649 652,000 640,000
480,000.00 3,563.99 20010201 359 479,686.01 773 615,000 600,000
621,350.00 4,613.51 20010301 358 620,147.86 731 780,000 776,693
332,000.00 2,523.44 20010301 357 330,245.68 770 415,000 415,000
943,650.00 7,339.61 20010201 355 940,823.99 695 1,350,000 --
360,000.00 2,768.09 20010301 357 359,341.09 733 450,000 450,000
500,000.00 3,668.82 20010201 357 498,986.80 775 1,100,000 1,055,600
312,900.00 2,295.95 20010201 345 309,599.45 12 674 355,000 347,675
397,000.00 2,844.16 20010301 358 396,126.11 745 515,000 --
600,000.00 4,560.43 20010301 354 597,722.97 786 1,070,000 1,050,000
420,000.00 3,081.81 20010201 359 419,718.19 774 575,000 525,000
423,900.00 3,221.95 20010301 356 422,834.99 691 530,000 529,900
351,200.00 2,485.77 20010201 358 350,690.00 705 440,000 439,000
375,000.00 2,719.01 20010201 357 374,220.67 751 635,000 635,000
353,500.00 2,718.11 20010201 357 352,852.98 720 505,000 505,000
303,200.00 2,277.84 20010301 358 302,811.98 641 390,000 --
395,200.00 3,073.83 20010201 355 394,016.45 676 495,000 494,000
470,000.00 3,781.73 20010301 355 468,696.94 689 596,000 590,000
469,000.00 3,482.31 20010301 357 468,073.36 713 670,000 670,000
320,000.00 2,348.05 20010301 357 319,301.54 668 400,000 --
283,200.00 2,053.40 20010201 358 282,808.92 770 355,000 354,000
425,000.00 3,081.54 20010201 357 424,116.77 794 825,000 825,000
317,000.00 2,381.52 20010201 357 316,389.40 785 510,000 510,000
291,200.00 2,239.08 20010201 356 290,486.82 787 364,000 364,000
288,000.00 2,063.27 20010301 357 287,386.25 692 360,000 --
375,000.00 2,719.01 20010201 356 373,957.47 759 576,000 575,000
325,000.00 2,328.34 20010301 359 324,770.62 763 438,900 438,900
284,000.00 2,108.69 20010201 357 283,438.88 723 375,000 --
593,000.00 4,351.22 20010201 359 592,602.11 668 800,000 --
457,950.00 3,360.27 20010201 357 457,022.01 731 604,000 572,445
438,100.00 3,214.62 20010301 357 437,212.23 768 550,000 547,656
390,000.00 3,173.17 20010201 357 389,372.63 668 519,000 --
318,600.00 2,282.49 20010201 359 318,375.14 06 758 354,000 354,000
300,000.00 2,306.74 20010301 355 298,078.30 810 690,000 680,000
336,000.00 2,583.55 20010201 357 335,385.02 629 425,000 424,900
402,400.00 3,058.53 20010201 358 401,898.02 688 505,000 505,000
300,000.00 2,201.29 20010201 355 298,980.01 769 375,000 375,000
339,920.00 2,435.23 20010301 358 369,876.41 707 430,000 424,900
503,200.00 3,824.68 20010301 355 339,438.63 771 629,000 629,000
452,000.00 3,238.18 20010201 357 501,614.16 676 615,000 --
357,300.00 2,590.68 20010301 359 451,036.75 06 675 397,000 --
318,750.00 2,450.91 20010201 358 357,027.52 725 425,000 425,000
475,300.00 3,405.11 20010201 357 318,115.68 789 680,000 679,000
500,000.00 3,625.35 20010301 359 474,287.10 778 640,000 628,809
340,000.00 2,524.49 20010201 358 499,437.58 748 425,000 425,000
300,000.00 2,201.29 20010301 357 339,553.67 782 444,000 --
387,200.00 2,874.95 20010301 356 299,392.08 797 485,000 484,000
306,900.00 2,332.67 20010201 357 386,176.54 734 385,000 383,808
405,000.00 3,042.63 20010201 358 306,323.70 783 555,000 545,000
306,750.00 2,144.84 20010301 359 404,481.72 782 383,459 383,459
423,200.00 2,959.08 20010201 359 306,522.35 633 529,000 --
516,000.00 3,921.97 20010301 357 422,885.92 661 675,000 670,603
356,250.00 2,676.39 20010201 356 515,031.09 639 475,000 --
280,000.00 2,152.96 20010201 357 355,331.90 06 647 316,000 --
348,000.00 2,583.89 20010201 357 279,487.50 663 435,000 435,000
277,500.00 2,207.92 20010201 356 347,051.43 728 348,000 --
320,000.00 2,348.05 20010201 356 276,870.75 779 425,000 462,420
315,000.00 2,283.97 20010201 357 318,469.85 711 560,000 559,950
415,000.00 3,009.04 20010201 357 314,345.37 768 1,330,000 --
315,000.00 2,634.79 20010301 239 414,137.56 06 673 350,000 350,000
363,750.00 2,796.92 20010201 356 314,465.21 640 485,000 --
400,000.00 2,865.65 20010201 359 362,859.13 744 500,000 --
396,000.00 2,940.29 20010301 359 399,717.68 01 664 440,000 440,000
640,000.00 4,921.05 20010201 357 395,740.96 701 820,000 --
310,500.00 2,332.68 20010201 359 638,828.59 749 390,000 388,166
337,500.00 2,655.11 20010301 354 310,302.01 758 450,000 450,000
345,000.00 2,775.95 20010301 357 336,313.47 718 461,000 --
589,000.00 4,168.91 20010201 358 344,347.84 770 760,000 736,267
474,400.00 3,439.73 20010201 358 588,144.68 749 600,000 593,000
328,000.00 2,522.04 20010201 355 473,744.90 663 410,000 --
416,500.00 3,056.13 20010201 357 326,992.29 752 595,000 595,000
437,500.00 3,718.71 20010201 355 415,656.01 702 625,000 --
315,000.00 2,591.43 20010201 358 436,435.07 06 737 353,000 --
320,000.00 2,460.52 20010301 354 314,672.14 787 475,000 470,000
640,000.00 4,808.11 20010201 355 318,816.04 720 1,100,000 1,140,000
368,000.00 2,797.07 20010301 357 637,931.19 666 472,500 480,000
337,500.00 2,595.09 20010301 355 367,308.99 749 450,000 --
328,500.00 2,525.89 20010301 357 336,463.10 24 721 365,000 365,000
296,250.00 2,330.60 20010201 359 327,898.72 715 415,000 400,000
300,000.00 2,201.29 20010201 357 296,079.56 11 634 335,000 326,900
452,000.00 3,356.09 20010201 358 299,392.08 765 565,000 580,000
325,000.00 2,356.48 20010201 358 451,406.65 709 590,000 525,000
292,700.00 4,625.55 20010201 358 324,551.19 684 881,000 880,722
270,750.00 2,034.05 20010201 358 614,912.08 35 714 285,000 285,000
343,200.00 2,578.35 20010201 358 270,403.53 737 486,000 429,000
314,000.00 2,386.63 20010301 358 342,760.80 677 395,000 395,000
552,000.00 4,098.58 20010301 358 313,560.23 764 700,000 690,000
338,600.00 2,543.79 20010201 358 551,275.40 24 734 385,000 376,330
440,000.00 3,266.99 20010201 359 338,166.69 787 562,000 561,500
400,000.00 3,005.07 20010301 358 439,712.18 11 731 500,000 498,675
400,000.00 3,075.65 20010301 357 399,488.11 735 525,000 500,000
311,100.00 2,337.19 20010201 358 399,267.88 693 390,000 388,960
277,500.00 2,084.76 20010201 357 310,701.87 685 370,000 --
311,950.00 2,343.58 20010201 357 276,965.49 24 767 352,000 346,650
451,450.00 3,273.33 20010201 358 311,349.12 670 565,000 564,350
434,000.00 3,146.80 20010201 358 450,805.59 766 654,000 620,000
303,600.00 2,254.22 20010201 358 433,400.68 673 380,000 379,500
440,000.00 3,305.58 20010201 358 303,095.99 690 550,000 550,000
1,000,000.00 7,337.65 20010301 359 439,436.91 751 2,295,000 2,175,000
336,000.00 2,349.36 20010301 359 999,329.02 662 425,000 420,000
423,000.00 3,140.76 20010301 357 335,750.64 760 530,000 529,000
507,000.00 3,632.22 20010201 359 422,164.25 757 685,000 --
562,500.00 4,225.88 20010201 357 506,642.16 612 750,000 --
300,000.00 2,201.30 20010201 359 561,140.50 780 540,000 --
312,000.00 2,566.75 20010301 357 299,798.70 749 390,000 390,000
420,000.00 3,118.49 20010201 357 311,402.63 743 572,000 --
356,393.00 2,584.10 20010201 357 419,170.19 757 559,000 558,393
520,000.00 3,770.36 20010201 357 355,521.44 773 660,000 656,121
331,908.00 2,464.41 20010201 357 518,919.34 06 738 370,000 368,787
463,950.00 3,363.96 20010301 357 331,190.77 684 580,000 579,990
421,600.00 3,130.37 20010301 357 462,985.84 711 573,000 527,000
374,850.00 2,750.52 20010201 357 420,767.03 06 682 475,000 441,000
328,000.00 2,349.83 20010301 359 374,044.40 649 419,000 412,000
463,450.00 3,481.75 20010301 358 327,768.50 697 580,000 579,354
349,000.00 2,652.65 20010301 358 462,856.91 772 753,000 749,000
594,400.00 4,207.13 20010301 358 348,564.64 790 743,000 743,000
520,000.00 3,906.59 20010301 358 593,536.84 762 660,000 650,000
390,000.00 3,279.33 20010201 357 519,334.54 717 500,000 --
328,000.00 2,406.75 20010301 357 389,419.92 782 425,000 413,000
372,000.00 2,926.53 20010201 357 327,335.34 678 465,000 --
344,000.00 2,798.90 20010301 357 371,103.93 747 430,000 430,000
343,000.00 2,457.29 20010301 359 343,446.61 773 443,000 443,000
390,650.00 2,969.22 20010301 356 342,757.92 743 551,500 --
372,000.00 2,860.36 20010301 357 389,668.52 768 465,000 480,000
289,000.00 2,171.16 20010201 356 371,319.12 758 639,000 639,000
292,500.00 2,171.81 20010201 356 288,255.20 06 653 325,000 325,000
375,000.00 2,817.25 20010201 357 291,726.83 825 585,000 575,000
580,000.00 4,876.95 20010201 356 374,277.67 613 855,000 --
281,250.00 2,212.60 20010201 357 578,845.22 740 375,000 375,000
385,600.00 2,863.07 20010301 356 280,760.99 725 510,000 482,000
299,000.00 2,272.62 20010301 358 384,580.76 775 425,000 --
430,000.00 3,459.88 20010201 358 298,627.00 724 785,000 781,813
480,000.00 3,648.35 20010301 356 429,528.48 780 614,000 --
479,200.00 3,684.63 20010201 356 478,794.05 632 610,000 599,000
418,500.00 3,107.35 20010201 357 478,026.39 06 667 465,000 465,000
424,000.00 3,148.19 20010201 357 417,673.13 778 535,000 530,000
320,000.00 2,348.05 20010301 359 423,134.91 761 405,000 400,000
320,000.00 2,348.05 20010201 357 319,785.28 667 400,000 400,000
414,400.00 3,004.69 20010201 357 319,351.54 770 520,000 518,000
500,000.00 3,712.49 20010301 359 413,538.80 772 625,000 625,000
320,000.00 2,292.52 20010201 359 499,672.93 793 415,000 400,776
480,000.00 4,036.10 20010201 355 319,774.15 714 765,000 --
328,000.00 2,493.04 20010201 357 464,448.93 604 410,000 410,000
350,950.00 2,667.48 20010201 357 327,384.10 01 693 390,000 389,999
306,750.00 2,607.34 20010301 356 350,291.00 744 409,000 --
323,600.00 2,516.93 20010201 358 306,022.60 783 410,000 408,000
548,000.00 4,311.12 20010201 355 323,216.52 683 689,000 --
391,800.00 2,874.89 20010301 358 546,400.41 757 602,000 602,000
336,000.00 2,553.84 20010201 357 391,272.47 743 430,000 420,000
299,200.00 2,169.41 20010201 356 335,369.07 783 375,000 374,000
324,000.00 2,321.18 20010301 359 298,368.22 736 542,500 542,000
560,000.00 4,455.61 20010201 354 323,771.32 753 700,000 700,000
290,000.00 2,229.85 20010201 358 558,406.86 06 681 315,000 314,500
394,000.00 2,994.68 20010201 359 289,647.39 691 640,000 --
400,000.00 3,040.29 20010201 358 393,755.11 683 585,000 576,771
287,250.00 2,132.83 20010201 358 399,501.02 743 384,000 383,061
412,400.00 3,026.05 20010201 358 286,872.91 752 530,000 515,557
367,500.00 2,728.68 20010201 358 411,844.72 760 467,500 467,500
437,400.00 3,247.69 20010201 358 367,017.57 686 550,000 549,587
454,000.00 3,370.94 20010301 358 436,825.81 746 568,000 567,541
330,300.00 2,452.47 20010201 358 453,404.03 742 415,000 412,890
352,650.00 2,618.42 20010301 358 329,866.41 775 506,000 505,174
348,350.00 2,556.07 20010201 358 352,187.06 775 532,500 532,187
450,000.00 3,341.24 20010201 358 347,880.97 774 575,000 574,900
339,500.00 2,471.99 20010301 353 449,409.27 736 471,000 --
425,100.00 3,231.07 20010101 358 339,255.98 785 610,000 607,327
291,950.00 2,193.33 20010201 358 424,569.70 741 365,000 364,943
379,000.00 2,847.31 20010201 358 291,576.38 656 475,000 475,490
408,000.00 2,993.76 20010201 358 378,514.97 763 530,000 510,000
287,550.00 2,160.27 20010201 358 407,450.65 690 360,000 359,490
407,800.00 3,063.67 20010201 358 287,182.02 786 583,000 582,574
300,000.00 2,201.30 20010201 358 407,278.13 748 550,500 550,044
320,000.00 2,460.52 20010301 356 299,596.06 678 400,000 400,000
350,650.00 2,572.95 20010301 358 319,216.28 660 439,000 438,331
442,000.00 3,878.87 20010201 356 350,177.87 750 715,000 --
419,000.00 3,184.70 20010201 357 441,208.01 692 569,000 --
536,000.00 3,979.78 20010201 356 418,213.22 770 670,000 670,000
350,000.00 2,537.74 20010201 359 533,569.62 762 525,000 --
346,450.00 2,512.00 20010201 358 349,759.14 773 472,000 461,990
378,750.00 2,845.42 20010301 360 345,971.58 747 505,000 --
325,000.00 2,527.82 20010201 358 378,750.00 650 500,000 --
291,550.00 2,113.94 20010201 358 324,614.86 11 768 343,000 343,000
412,000.00 3,023.11 20010201 359 291,147.40 772 520,000 515,000
392,000.00 3,014.15 20010301 359 411,723.56 747 550,000 490,000
334,400.00 2,424.63 20010201 359 391,762.52 634 422,000 418,000
550,000.00 4,083.73 20010201 356 334,169.87 786 840,000 825,000
432,000.00 3,132.30 20010201 357 546,918.98 638 540,000 540,000
412,000.00 3,167.92 20010201 358 431,102.24 766 515,000 --
352,000.00 2,582.85 20010301 356 411,499.06 782 440,000 440,000
310,600.00 2,225.17 20010301 356 351,045.75 01 777 346,000 345,120
325,000.00 2,384.73 20010201 357 309,714.59 688 480,000 460,000
355,000.00 2,604.86 20010201 359 324,294.58 680 496,000 --
373,450.00 2,643.26 20010201 359 354,761.81 714 470,000 466,870
383,200.00 2,712.27 20010301 357 373,179.70 720 480,000 479,000
276,000.00 2,097.80 20010201 356 382,362.64 786 370,000 345,000
375,000.00 2,597.36 20010201 357 275,306.58 754 650,000 --
319,592.00 2,457.39 20010201 359 349,276.82 01 612 385,000 384,491
345,000.00 2,501.49 20010201 359 319,398.39 707 445,000 --
434,400.00 3,378.72 20010301 354 344,762.57 758 550,000 543,000
425,000.00 3,267.89 20010301 359 432,833.27 709 680,000 --
385,600.00 2,696.18 20010301 359 424,742.53 736 482,000 482,000
294,650.00 2,187.77 20010301 359 385,313.82 625 369,000 368,348
380,250.00 2,823.35 20010201 359 294,457.26 13 637 425,000 422,500
342,000.00 2,275.34 20010201 357 380,001.26 686 432,000 427,500
565,600.00 4,249.16 20010201 359 341,154.06 718 755,000 707,000
335,000.00 2,428.98 20010201 359 565,239.34 737 510,000 --
425,000.00 3,155.61 20010301 358 334,769.46 765 700,000 --
329,600.00 2,505.20 20010201 359 424,442.09 790 415,000 412,000
340,000.00 2,435.80 20010201 359 329,395.13 768 425,000 425,000
308,000.00 2,206.55 20010301 359 339,760.03 637 390,000 385,000
315,000.00 2,366.49 20010201 359 307,782.62 35 734 355,000 350,000
335,920.00 2,523.65 20010201 359 314,799.14 635 420,000 419,900
489,000.00 3,503.26 20010301 360 335,705.80 764 669,000 669,000
430,000.00 3,117.80 20010201 359 489,000.00 765 575,000 575,000
304,000.00 2,230.65 20010301 359 429,704.08 662 380,000 380,000
354,350.00 2,538.61 20010301 359 303,796.02 13 650 400,000 393,772
303,900.00 2,177.18 20010301 359 354,099.90 768 380,000 379,900
357,000.00 2,588.50 20010201 359 303,685.51 06 698 430,000 420,000
390,150.00 2,965.42 20010301 358 356,754.31 715 488,000 487,736
328,700.00 2,326.52 20010201 359 389,663.30 739 425,000 410,952
427,000.00 3,133.18 20010201 359 328,462.09 703 610,000 610,000
381,050.00 2,896.26 20010201 359 426,713.49 13 698 423,400 423,400
425,000.00 3,118.50 20010301 359 380,813.15 01 783 505,000 --
339,250.00 2,459.80 20010201 359 424,714.83 730 425,000 424,072
330,500.00 2,367.74 20010201 359 339,016.53 685 414,000 413,676
345,600.00 2,596.38 20010201 359 330,266.74 743 432,000 --
464,000.00 3,364.32 20010201 359 345,379.62 744 600,000 580,000
455,000.00 3,338.63 20010201 357 463,680.68 637 630,000 --
301,000.00 2,208.64 20010201 358 454,077.99 733 384,000 376,615
373,600.00 2,580.37 20010301 358 300,594.71 691 470,000 467,000
400,100.00 2,970.74 20010201 358 373,029.68 787 707,500 707,127
419,650.00 3,079.25 20010301 358 399,574.77 754 583,000 541,890
315,000.00 2,366.50 20010201 358 419,084.96 741 395,000 393,800
331,100.00 2,429.50 20010201 358 314,596.88 731 418,000 413,876
300,550.00 2,257.94 20010301 358 329,949.52 760 376,000 375,693
316,600.00 2,378.52 20010201 358 300,115.59 711 396,000 395,800
288,650.00 2,143.22 20010201 359 316,194.83 35 693 325,000 303,872
338,850.00 2,456.90 20010201 358 288,461.18 748 430,000 423,577
340,000.00 2,465.24 20010401 358 338,382.07 792 430,000 425,000
545,600.00 4,098.92 20010201 358 339,530.48 772 710,000 682,000
353,600.00 2,533.23 20010201 359 544,901.77 770 442,000 --
346,500.00 2,542.49 20010201 359 353,350.44 06 663 385,000 --
320,000.00 2,488.93 20010201 358 346,267.51 660 500,000 500,000
290,377.00 2,156.05 20010201 358 319,620.78 748 363,000 362,972
356,000.00 2,612.21 20010301 358 289,995.80 699 446,000 445,006
346,500.00 2,603.14 20010201 357 355,520.65 11 693 385,000 --
380,000.00 2,888.28 20010301 358 345,356.07 744 477,000 475,000
372,000.00 2,697.26 20010301 358 379,525.95 748 515,000 512,000
291,000.00 2,211.82 20010201 358 371,486.30 757 493,000 490,000
355,000.00 2,604.87 20010301 358 290,636.98 781 475,000 468,821
327,750.00 2,491.14 20010201 358 354,522.01 761 410,000 409,709
296,000.00 2,223.75 20010301 358 327,341.14 775 370,000 370,000
280,000.00 2,152.96 20010201 358 295,621.20 761 350,000 350,000
281,600.00 2,140.37 20010301 358 279,659.54 717 375,000 357,832
346,000.00 2,660.45 20010201 357 281,248.70 13 707 396,000 --
334,000.00 2,421.74 20010201 358 345,156.14 757 535,000 543,943
276,800.00 2,007.00 20010201 358 333,538.77 776 358,000 346,821
327,200.00 2,429.46 20010201 358 276,417.75 11 734 364,000 363,573
510,000.00 3,653.71 20010301 358 326,770.47 770 755,000 740,000
326,070.00 2,478.37 20010201 358 509,277.76 12 746 363,000 362,307
400,000.00 2,865.65 20010301 358 325,663.24 712 532,000 620,421
280,550.00 2,107.68 20010201 358 399,433.54 11 690 300,000 295,341
315,000.00 2,338.87 20010201 358 280,190.97 13 642 350,000 350,000
301,550.00 2,292.00 20010301 358 314,586.49 781 377,000 376,957
342,600.00 2,424.90 20010301 359 301,173.83 762 432,000 428,290
392,600.00 2,678.23 20010201 358 342,352.04 670 505,000 490,800
347,800.00 2,521.80 20010301 358 391,985.61 12 623 387,700 386,525
300,000.00 2,227.50 20010301 358 347,319.71 726 650,000 635,000
428,000.00 3,290.95 20010201 358 299,443.08 664 595,000 535,000
397,300.00 2,984.79 20010301 358 427,479.60 778 533,000 496,654
373,500.00 2,805.99 20010201 358 396,791.56 11 698 418,000 415,000
304,000.00 2,283.85 20010201 359 373,022.01 632 385,000 380,000
521,250.00 3,870.27 20010201 358 303,806.15 689 695,000 695,000
353,000.00 2,468.23 20010301 359 520,565.75 715 442,000 441,265
693,000.00 5,084.99 20010301 360 352,738.02 783 990,000 990,000
559,150.00 4,200.71 20010201 358 693,000.00 780 700,000 698,950
300,000.00 2,175.21 20010201 358 558,434.44 690 521,000 520,500
280,000.00 2,054.55 20010301 358 299,585.73 781 483,000 483,000
275,850.00 2,072.37 20010201 358 279,622.98 769 345,000 344,855
375,450.00 2,853.70 20010201 358 275,496.99 732 646,000 644,231
455,100.00 3,419.02 20010301 358 374,834.31 724 569,000 568,936
293,650.00 2,180.35 20010301 358 454,517.59 773 397,000 396,835
303,400.00 2,226.25 20010201 358 293,264.51 722 380,000 379,302
427,300.00 3,172.70 20010201 358 302,989.33 766 535,000 534,165
320,000.00 2,432.24 20010201 358 426,739.06 795 685,000 684,602
304,300.00 2,232.85 20010201 358 319,600.80 692 382,500 380,376
303,800.00 2,255.71 20010301 358 303,890.28 774 385,000 381,065
320,000.00 2,348.05 20010201 358 303,401.19 769 405,000 400,000
390,000.00 2,861.69 20010201 358 319,569.13 790 530,000 518,000
278,800.00 2,021.50 20010201 358 389,474.88 754 400,000 398,830
388,800.00 2,819.07 20010301 359 278,415.00 724 488,000 486,000
320,850.00 2,243.44 20010301 359 388,532.43 737 405,000 401,105
344,000.00 2,584.36 20010301 359 320,611.88 733 435,000 430,000
310,000.00 2,220.88 20010201 359 343,780.64 695 508,000 505,473
330,700.00 2,369.18 20010201 359 309,781.20 12 774 364,000 359,898
325,000.00 2,413.12 20010201 359 330,466.59 758 456,000 446,586
383,800.00 2,782.82 20010301 359 324,787.40 738 495,000 480,100
556,500.00 3,986.83 20010201 359 383,327.64 641 820,000 795,000
319,200.00 2,342.18 20010301 358 556,107.23 757 401,000 399,000
280,000.00 2,005.95 20010201 359 318,764.11 01 681 350,000 344,000
311,200.00 2,122.93 20010301 359 279,802.38 761 390,000 389,000
579,200.00 4,199.60 20010201 359 310,868.17 747 751,000 724,000
420,000.00 3,081.81 20010201 358 578,801.40 705 535,000 525,000
550,000.00 3,940.27 20010201 358 419,434.50 759 1,000,000 993,000
306,400.00 2,221.61 20010201 357 549,221.12 646 383,000 383,000
395,000.00 2,795.79 20010201 358 305,763.24 699 830,000 --
500,000.00 3,712.49 20010201 358 394,426.40 793 715,000 715,000
315,000.00 2,394.23 20010201 358 499,343.64 710 714,000 665,000
380,000.00 2,788.31 20010201 358 314,604.84 764 488,000 475,000
327,900.00 2,434.65 20010201 357 379,488.34 707 418,000 409,900
310,125.00 2,275.59 20010301 355 327,250.03 752 415,000 413,500
550,000.00 3,940.27 20010201 358 309,059.29 791 905,000 --
366,400.00 2,656.65 20010201 357 549,218.58 669 460,000 458,000
350,000.00 2,660.25 20010301 358 365,638.56 728 460,000 --
344,000.00 2,614.65 20010201 359 349,563.38 734 430,000 --
300,000.00 2,201.30 20010201 357 343,786.18 736 375,000 375,000
280,000.00 2,030.19 20010201 358 299,390.75 754 479,000 580,000
324,350.00 2,379.97 20010301 358 279,613.35 788 410,000 405,451
283,800.00 2,157.09 20010301 357 323,913.27 792 362,000 354,797
394,000.00 2,856.77 20010201 358 283,267.10 658 500,000 --
366,900.00 2,692.18 20010301 358 393,455.93 709 460,000 --
650,000.00 4,940.47 20010301 358 366,405.99 684 894,000 --
290,400.00 2,080.46 20010301 358 649,189.16 759 373,000 363,000
300,000.00 2,175.21 20010301 358 289,988.75 716 606,000 --
461,350.00 3,265.41 20010201 358 299,584.62 765 580,000 576,700
350,000.00 2,629.43 20010301 358 460,680.04 708 600,000 600,000
532,000.00 3,950.09 20010301 358 349,552.09 751 665,000 691,500
330,000.00 2,450.24 20010301 358 531,301.63 730 440,000 --
291,200.00 2,111.40 20010201 358 329,566.80 657 365,000 364,000
530,000.00 3,935.24 20010301 358 290,797.87 815 1,175,000 1,175,000
301,500.00 2,186.08 20010201 358 529,304.25 24 707 335,000 335,000
417,300.00 2,953.62 20010201 358 301,083.65 685 630,000 --
280,000.00 2,103.55 20010201 357 416,694.01 763 350,000 350,000
500,000.00 3,800.36 20010201 358 279,460.66 711 700,000 650,000
470,000.00 3,246.17 20010301 359 499,376.26 733 770,500 --
400,000.00 2,865.65 20010201 359 469,642.37 788 715,000 709,783
368,000.00 2,764.66 20010201 359 399,717.68 695 460,000 460,000
320,000.00 2,432.23 20010201 359 367,765.34 675 405,000 405,000
600,000.00 4,507.60 20010201 359 319,801.10 722 800,000 800,000
364,000.00 2,702.69 20010201 359 599,617.40 720 455,000 455,000
542,000.00 3,977.00 20010201 357 363,761.89 628 725,000 --
358,400.00 2,598.65 20010201 358 540,901.69 667 465,000 448,000
374,952.00 2,686.21 20010201 359 357,905.08 796 473,000 468,690
301,600.00 2,239.38 20010201 359 374,687.35 768 385,000 377,000
320,800.00 2,353.92 20010201 358 301,402.70 743 401,000 401,000
155,000.00 1,110.44 20010201 359 320,368.06 737 275,000 274,900
476,000.00 3,410.12 20010201 359 154,890.60 724 595,000 595,000
334,000.00 2,421.74 20010201 359 475,664.05 648 695,000 --
315,400.00 2,341.84 20010301 359 333,770.14 677 436,000 435,400
350,050.00 2,568.54 20010201 358 315,123.43 794 526,000 522,943
284,000.00 2,158.61 20010201 358 349,578.68 742 360,000 355,000
442,700.00 3,209.88 20010201 359 283,645.71 675 555,000 553,408
304,000.00 2,310.62 20010201 359 442,395.34 24 787 365,000 360,000
291,000.00 2,263.37 20010201 359 303,811.05 633 430,000 427,600
352,000.00 2,613.59 20010201 359 290,828.19 722 440,000 440,000
400,000.00 2,969.99 20010201 359 351,769.74 695 940,000 930,000
536,000.00 4,026.79 20010201 359 399,738.34 688 670,000 670,000
348,000.00 2,493.11 20010301 358 535,658.21 717 435,000 435,000
261,450.00 1,987.21 20010201 359 347,507.18 24 778 291,000 290,504
412,000.00 3,023.11 20010201 359 261,287.49 778 515,000 515,000
313,800.00 2,357.48 20010201 358 411,723.56 769 395,000 392,250
383,950.00 2,884.49 20010201 359 313,398.42 12 741 440,000 438,770
405,740.00 3,012.61 20010301 358 383,705.17 751 507,175 507,175
294,800.00 2,240.69 20010201 358 405,207.38 06 648 345,000 335,000
360,000.00 2,961.63 20010301 358 294,432.25 769 515,000 --
339,000.00 2,487.46 20010301 358 359,625.28 689 555,000 --
300,000.00 2,227.49 20010301 357 338,543.54 676 390,000 --
324,600.00 2,353.58 20010301 358 299,407.25 714 410,000 405,753
318,800.00 2,367.08 20010301 356 324,151.75 774 400,000 398,500
300,000.00 2,253.80 20010301 358 317,957.30 625 400,000 --
340,000.00 2,494.80 20010301 358 299,616.08 760 425,000 --
304,000.00 2,257.19 20010301 356 339,542.22 766 435,000 430,000
332,000.00 2,407.23 20010301 358 303,196.42 748 415,000 415,000
299,200.00 2,195.42 20010301 358 331,541.52 754 430,000 374,000
400,000.00 2,969.99 20010401 357 298,797.14 708 500,000 --
392,000.00 2,876.36 20010301 358 399,209.70 798 490,000 --
347,920.00 2,522.66 20010301 358 391,472.19 720 441,500 434,900
278,241.00 2,114.83 20010301 356 347,439.54 683 352,000 347,801
291,900.00 2,167.35 20010301 358 277,541.92 741 365,000 364,900
458,800.00 3,406.58 20010301 358 291,516.82 682 580,000 573,500
342,000.00 2,509.47 20010301 358 458,197.73 770 429,000 427,500
338,800.00 2,545.30 20010301 358 341,539.51 01 767 402,000 398,642
396,000.00 2,940.29 20010301 358 338,366.41 769 495,000 495,000
332,500.00 2,675.37 20010301 358 395,480.17 06 787 380,000 369,464
412,000.00 3,059.09 20010301 358 332,135.38 653 600,000 515,000
548,000.00 3,925.94 20010301 360 411,459.16 680 685,000 685,000
280,081.00 2,104.16 20010301 357 548,000.00 01 701 306,000 306,000
485,000.00 3,686.35 20010301 357 279,541.50 767 680,000 --
318,400.00 2,392.04 20010301 357 484,089.28 698 400,000 398,000
297,000.00 2,231.27 20010301 357 301,659.38 01 665 340,000 330,000
500,000.00 3,756.33 20010301 355 317,786.68 688 630,000 625,000
320,000.00 2,432.23 20010301 356 296,427.90 705 400,000 400,000
405,000.00 3,042.63 20010301 358 498,383.73 796 620,000 --
330,750.00 2,426.93 20010301 359 319,196.01 24 757 370,000 367,500
299,000.00 2,272.62 20010301 357 404,481.72 664 375,000 --
412,450.00 2,954.84 20010301 357 330,528.07 779 530,000 515,582
293,000.00 2,124.45 20010301 359 298,438.55 773 425,000 --
334,800.00 2,456.64 20010201 359 411,571.02 11 670 374,000 372,000
288,901.00 2,119.85 20010201 359 292,798.36 674 380,000 361,127
295,000.00 2,138.95 20010201 359 334,575.36 791 600,000 --
299,250.00 2,195.79 20010201 359 288,707.16 01 644 315,000 315,000
377,960.00 2,773.34 20010201 359 294,796.99 766 485,000 472,450
472,000.00 3,504.59 20010201 359 299,049.21 609 590,000 590,000
377,700.00 2,804.42 20010301 359 377,706.39 698 500,000 494,352
322,500.00 2,338.35 20010201 359 471,691.24 741 405,000 403,157
305,150.00 2,212.55 20010201 359 377,452.92 681 388,000 381,491
339,070.00 2,458.49 20010201 359 322,278.06 773 425,000 423,842
448,000.00 3,248.31 20010201 359 304,940.00 721 560,000 --
382,800.00 2,909.56 20010201 359 338,836.66 726 488,000 --
296,000.00 2,171.94 20010201 359 447,691.69 779 372,000 370,000
685,000.00 5,146.18 20010201 359 382,562.07 688 1,727,500 1,599,000
318,750.00 2,338.88 20010201 359 295,801.39 706 425,000 425,000
345,000.00 2,471.63 20010301 360 684,563.20 713 477,000 475,000
290,000.00 2,077.60 20010301 360 318,536.12 659 460,000 425,000
525,850.00 3,858.51 20010201 359 345,000.00 764 1,100,000 --
360,000.00 2,610.25 20010201 359 290,000.00 747 480,000 480,000
324,000.00 2,349.23 20010201 359 521,407.20 660 405,000 --
300,000.00 2,333.37 20010201 359 359,752.25 625 450,000 --
330,896.00 2,399.23 20010201 359 323,777.02 631 415,000 413,620
900,000.00 6,682.48 20010201 359 299,822.88 732 1,400,000 1,398,000
390,000.00 2,895.74 20010201 359 330,668.28 778 575,000 --
320,000.00 2,320.23 20010301 359 899,411.27 756 425,000 400,000
444,000.00 3,219.31 20010201 359 389,744.88 767 555,000 555,000
357,000.00 2,619.54 20010201 359 319,779.77 615 460,000 --
431,900.00 3,131.58 20010201 359 443,694.44 647 540,000 539,900
276,511.00 2,004.90 20010201 359 356,760.46 742 396,000 395,017
356,000.00 2,550.43 20010201 359 431,602.76 753 445,000 445,000
342,000.00 2,479.74 20010301 360 276,320.70 12 794 380,000 380,000
500,000.00 3,625.35 20010301 359 355,748.74 805 1,038,500 1,038,500
324,000.00 2,321.18 20010201 359 342,000.00 770 425,000 405,000
408,000.00 2,922.97 20010301 360 499,655.90 685 515,000 510,000
383,200.00 2,811.79 20010201 359 323,771.32 755 485,000 479,000
428,000.00 3,253.11 20010201 359 408,000.00 685 550,000 535,000
470,400.00 3,451.63 20010301 359 382,942.88 682 595,000 588,000
437,500.00 3,210.23 20010201 359 427,733.97 736 625,000 --
355,000.00 2,635.87 20010201 359 470,084.37 680 455,000 --
400,000.00 3,005.07 20010201 359 437,206.44 669 535,000 --
396,000.00 2,871.28 20010301 360 354,767.78 691 495,000 --
400,000.00 3,021.32 20010301 300 399,744.93 736 500,000 500,000
281,750.00 2,042.89 20010301 360 396,000.00 771 365,000 --
382,000.00 2,869.84 20010201 359 400,000.00 697 510,000 --
860,800.00 6,092.69 20010201 359 281,750.00 687 1,076,000 1,076,000
279,000.00 2,047.21 20010201 359 381,756.41 01 647 312,000 310,000
374,250.00 2,778.80 20010301 359 860,176.98 670 500,000 499,000
466,400.00 3,463.01 20010201 359 278,812.79 686 583,000 583,000
530,000.00 3,660.58 20010201 359 374,005.18 778 705,000 700,000
328,000.00 2,435.40 20010201 359 466,094.91 648 410,000 410,000
289,750.00 2,176.80 20010201 359 529,596.71 12 687 305,000 305,000
302,000.00 2,189.71 20010201 359 327,785.43 731 427,000 418,000
390,600.00 2,866.09 20010201 359 289,565.23 624 517,000 517,000
370,000.00 2,812.27 20010201 359 301,792.17 655 640,000 --
637,500.00 4,622.32 20010201 359 390,337.91 851,000 850,266
375,000.00 2,686.55 20010201 359 369,770.02 775 475,000 475,000
624,000.00 4,687.91 20010201 359 637,061.27 709 780,000 780,000
375,250.00 2,952.10 20010201 359 374,735.33 06 795 395,000 395,000
450,000.00 3,185.08 20010301 360 623,602.09 776 572,000 572,000
322,000.00 2,334.73 20010201 359 375,034.10 664 500,000 --
436,000.00 3,199.22 20010201 359 450,000.00 719 545,000 --
312,000.00 2,316.60 20010301 359 321,778.40 777 390,000 390,000
500,038.00 3,582.34 20010301 359 435,707.45 689 900,000 --
650,000.00 4,712.96 20010301 360 311,795.90 643 945,000 945,000
368,000.00 2,700.26 20010301 359 499,685.07 744 460,000 460,000
376,000.00 2,693.71 20010301 359 650,000.00 667 470,000 470,000
299,520.00 2,094.29 20010301 359 367,753.07 761 374,400 374,400
391,200.00 2,836.48 20010201 359 375,734.62 754 495,000 --
294,950.00 2,037.15 20010201 359 299,297.71 06 778 347,000 347,000
444,000.00 3,219.31 20010301 360 390,930.77 750 555,000 589,500
381,000.00 2,729.54 20010201 359 294,725.56 669 495,000 478,000
350,000.00 2,598.75 20010201 359 444,000.00 06 400,000 400,000
343,410.00 2,579.93 20010301 359 380,731.09 12 623 390,000 381,569
391,200.00 2,802.61 20010201 359 349,771.04 782 503,000 489,000
519,100.00 3,763.84 20010301 359 343,062.99 682 650,000 648,900
444,000.00 3,296.69 20010301 360 390,923.89 678 555,000 --
608,000.00 4,355.79 20010201 359 518,742.75 760 760,000 760,000
450,000.00 3,301.95 20010201 359 444,000.00 685 830,000 825,000
280,000.00 2,128.21 20010201 359 607,570.88 692 350,000 350,000
324,028.00 2,349.43 20010201 359 449,698.05 741 430,000 --
440,000.00 3,152.22 20010301 360 279,825.96 720 650,000 --
384,000.00 2,851.19 20010301 359 323,805.00 791 480,000 --
292,350.00 2,145.17 20010301 359 440,000.00 798 366,000 365,440
380,000.00 2,821.49 20010301 360 383,748.81 507,000 --
490,000.00 3,510.42 20010301 360 292,153.83 684 615,000 612,500
282,121.00 2,144.33 20010301 360 380,000.00 12 642 297,000 297,000
544,000.00 3,991.68 20010301 360 490,000.00 747 680,000 680,000
414,000.00 3,001.79 20010201 359 282,121.00 773 562,000 552,000
329,312.00 2,387.75 20010201 359 544,000.00 739 414,000 411,640
460,000.00 3,375.32 20010301 359 413,715.09 624 635,000 --
300,373.00 2,151.91 20010201 359 329,085.36 626 382,000 381,373
358,000.00 2,564.76 20010301 360 459,691.35 694 448,000 447,500
394,900.00 2,863.30 20010301 360 300,161.00 708 570,000 564,900
333,191.00 2,415.87 20010201 359 358,000.00 01 391,990 391,990
375,000.00 2,751.62 20010201 359 394,900.00 778 548,500 --
355,459.00 2,608.24 20010201 359 332,961.70 06 762 396,000 395,394
398,500.00 2,958.86 20010301 360 374,748.38 747 725,000 --
300,000.00 2,149.24 20010201 359 355,220.49 747 610,000 610,000
464,000.00 3,324.16 20010201 359 398,500.00 704 580,000 580,000
476,000.00 3,492.72 20010201 359 299,788.26 687 595,000 --
339,900.00 2,613.54 20010201 359 463,672.51 786 440,000 439,900
328,000.00 2,406.75 20010301 360 475,680.61 743 410,000 410,000
406,000.00 3,050.15 20010201 359 339,694.08 746 595,000 590,000
450,000.00 3,262.82 20010301 360 328,000.00 713 615,000 595,564
325,000.00 2,413.12 20010201 359 405,741.10 769 558,000 500,000
358,400.00 2,692.54 20010301 359 450,000.00 713 450,000 448,285
386,000.00 2,899.89 20010201 359 324,787.40 770 495,000 --
586,665.00 4,253.73 20010201 359 358,064.00 674 1,280,000 --
523,500.00 3,978.98 20010201 359 381,394.20 688 850,000 --
350,000.00 2,477.28 20010301 360 586,261.26 787 605,000 590,000
442,000.00 3,166.55 20010301 359 520,366.88 734 553,000 --
475,000.00 3,402.96 20010201 359 350,000.00 750 720,000 717,512
303,000.00 2,249.77 20010201 359 441,688.03 798 505,000 505,000
362,500.00 2,691.56 20010301 359 474,664.75 769 553,000 537,500
284,000.00 2,083.90 20010301 360 302,801.79 748 355,000 355,000
536,000.00 3,886.38 20010301 359 362,262.87 673 675,000 670,000
292,800.00 2,148.47 20010201 359 284,000.00 687 368,000 366,292
575,000.00 4,069.82 20010301 359 535,631.12 638 725,000 725,000
281,300.00 1,942.87 20010201 359 292,603.53 768 365,000 359,930
316,000.00 2,374.01 20010301 360 574,583.83 739 500,000 480,000
306,000.00 2,113.47 20010301 360 281,085.95 693 440,000 395,000
348,000.00 2,523.25 20010301 359 316,000.00 708 435,000 435,000
452,000.00 3,238.19 20010301 360 306,000.00 664 580,000 565,000
300,000.00 2,149.24 20010301 359 347,683.75 710 430,000 --
296,400.00 2,174.88 20010201 359 452,000.00 01 616 314,500 312,000
416,000.00 3,016.29 20010301 360 299,788.26 806 616,000 --
850,000.00 6,163.10 20010201 359 296,201.12 791 1,450,000 1,450,000
337,000.00 2,502.22 20010201 359 416,000.00 703 425,000 --
400,000.00 2,969.99 20010201 359 849,415.03 726 706,000 705,866
365,000.00 2,742.13 20010301 359 336,779.55 643 485,000 485,000
450,000.00 3,223.86 20010301 360 399,738.34 783 1,100,000 1,075,000
550,000.00 3,940.27 20010301 360 364,767.25 811 1,200,000 1,250,000
335,920.00 2,494.20 20010201 359 450,000.00 694 419,000 419,900
750,000.00 5,308.46 20010301 360 550,000.00 782 975,000 950,000
361,600.00 2,559.39 20010201 359 750,000.00 729 455,000 452,000
285,400.00 2,069.35 20010301 360 361,338.28 650 360,000 --
313,900.00 2,248.82 20010201 359 285,400.00 768 392,500 392,445
562,500.00 4,078.52 20010301 360 313,678.45 746 703,135 703,135
296,107.00 2,165.53 20010201 347 562,500.00 693 390,000 --
424,000.00 3,074.30 20010301 360 295,884.67 732 530,000 530,000
528,000.00 3,874.28 20010201 359 424,000.00 768 660,000 660,000
325,000.00 2,300.33 20010301 360 527,645.72 786 655,000 650,000
284,000.00 2,034.62 20010201 359 325,000.00 771 360,000 355,000
410,000.00 3,044.24 20010201 359 283,799.55 663 730,000 --
340,800.00 2,560.32 20010201 359 409,731.80 798 426,000 --
567,000.00 4,062.06 20010201 359 340,582.68 706 730,000 708,856
313,990.00 2,303.95 20010201 359 566,599.81 01 659 350,000 353,881
399,000.00 2,927.73 20010201 359 313,779.32 649 620,000 --
416,000.00 3,016.29 20010201 359 398,732.27 749 520,000 520,000
504,000.00 3,610.72 20010301 360 415,713.71 692 630,000 630,000
370,000.00 2,714.93 20010201 359 504,000.00 772 510,000 545,000
472,000.00 3,545.98 20010301 359 369,751.74 681 590,000 --
403,000.00 2,992.27 20010301 359 471,699.02 758 540,000 540,000
648,000.00 4,868.21 20010301 359 402,736.38 726 820,000 --
345,000.00 2,779.30 20010301 240 647,479.82 794 594,886 --
380,900.00 2,761.79 20010301 359 345,000.00 751 581,000 580,900
372,000.00 2,697.26 20010201 359 380,637.87 796 579,000 572,000
720,000.00 5,472.52 20010201 359 371,743.99 730 1,200,000 --
325,375.00 2,359.20 20010201 359 719,552.48 01 695 345,000 --
317,250.00 2,300.29 20010301 360 325,151.07 13 713 352,500 --
288,000.00 2,138.40 20010201 359 317,250.00 727 375,000 --
612,000.00 4,384.45 20010301 360 287,811.60 640 775,000 765,000
387,000.00 2,873.47 20010301 359 612,000.00 647 516,500 --
504,000.00 3,830.77 20010301 360 386,746.84 749 630,000 --
293,600.00 2,154.34 20010301 359 504,000.00 750 367,000 367,000
297,500.00 2,182.95 20010301 360 293,402.99 792 435,000 425,000
340,000.00 2,465.24 20010301 360 297,500.00 767 425,000 425,000
440,000.00 3,190.31 20010301 360 340,000.00 794 550,000 550,000
450,000.00 3,146.47 20010301 360 440,000.00 797 825,000 825,000
576,000.00 4,126.54 20010201 359 450,000.00 785 750,000 720,000
303,300.00 2,199.14 20010201 359 575,593.46 766 380,000 379,125
340,000.00 2,465.24 20010301 359 303,091.27 767 426,000 425,000
400,000.00 2,865.65 20010301 360 339,766.01 645 625,000 625,000
692,375.00 5,201.59 20010201 359 400,000.00 705 1,000,000 --
768,000.00 5,635.32 20010201 359 691,933.49 758 960,000 960,000
450,000.00 3,223.86 20010301 359 767,484.68 747 650,000 650,000
556,750.00 4,036.83 20010201 359 449,682.39 772 735,000 695,990
373,600.00 2,612.27 20010301 359 556,366.84 774 467,000 467,000
650,000.00 4,712.96 20010201 359 373,322.73 717 895,000 895,000
320,000.00 2,432.24 20010201 359 649,552.67 646 400,000 400,000
650,000.00 4,769.47 20010301 360 319,801.09 804 1,300,000 1,290,000
391,200.00 2,802.61 20010201 359 650,000.00 757 489,000 489,000
359,200.00 2,604.45 20010201 359 390,923.89 667 449,000 449,000
620,000.00 4,335.14 20010301 360 358,952.80 756 790,000 775,000
870,000.00 6,308.11 20010301 360 620,000.00 771 1,160,000 1,160,000
344,000.00 2,434.82 20010301 360 870,000.00 637 430,000 430,000
390,000.00 2,861.69 20010201 359 344,000.00 761 490,000 --
632,000.00 4,527.73 20010201 359 389,738.31 769 790,000 790,000
376,000.00 2,726.27 20010201 359 631,553.94 668 475,000 470,000
740,000.00 5,429.86 20010301 360 375,741.23 775 1,350,000 --
286,700.00 2,103.71 20010201 359 740,000.00 782 436,700 436,700
276,450.00 2,101.22 20010201 359 286,507.62 13 670 305,000 291,000
300,000.00 2,280.22 20010201 359 276,278.17 743 445,000 --
556,000.00 4,128.29 20010301 359 299,813.53 691 695,000 695,000
365,000.00 2,742.13 20010201 359 555,636.29 756 490,000 456,900
750,000.00 5,244.11 20010301 360 364,767.25 747 1,200,000 1,218,658
411,500.00 2,983.67 20010301 359 750,000.00 789 615,000 --
428,000.00 3,103.30 20010201 359 408,815.80 706 535,000 535,000
573,800.00 4,210.35 20010201 359 427,705.45 707 718,000 717,298
360,000.00 2,579.09 20010301 359 573,414.98 712 600,000 --
476,000.00 3,410.13 20010301 360 359,645.91 595,000 595,000
318,300.00 2,307.90 20010301 359 476,000.00 806 407,000 397,900
380,000.00 2,722.37 20010201 359 318,080.94 724 550,000 --
309,600.00 2,164.77 20010301 360 379,731.80 737 390,000 387,000
572,000.00 4,048.59 20010301 360 309,600.00 713 715,000 715,000
420,000.00 3,155.32 20010201 359 572,000.00 715 525,000 525,000
649,950.00 4,997.56 20010301 360 419,732.18 604 960,000 --
468,000.00 3,352.81 20010301 360 649,950.00 784 600,000 585,000
530,000.00 3,888.96 20010301 360 468,000.00 659 930,000 930,000
650,000.00 4,769.47 20010301 360 530,000.00 792 842,294 842,294
440,000.00 3,190.31 20010201 359 650,000.00 763 611,000 611,000
348,000.00 2,463.13 20010301 360 439,697.19 749 435,000 435,000
507,500.00 3,679.73 20010301 360 348,000.00 771 640,000 --
987,000.00 7,415.01 20010301 360 507,500.00 682 1,250,000 --
300,000.00 2,175.21 20010201 359 987,000.00 679 407,000 406,950
438,000.00 3,367.85 20010201 359 299,793.54 774 640,000 --
354,785.00 2,665.39 20010201 359 437,734.65 762 455,000 443,480
809,200.00 5,797.21 20010301 360 354,558.76 729 1,725,000 1,156,000
296,000.00 2,146.21 20010301 359 809,200.00 787 386,000 370,000
400,000.00 2,935.06 20010201 359 295,796.29 727 805,000 805,000
600,000.00 4,298.48 20010301 360 399,731.61 649 750,000 750,000
340,000.00 2,435.81 20010301 360 600,000.00 793 450,000 440,000
331,800.00 2,492.71 20010401 359 340,000.00 686 445,000 442,403
363,600.00 2,604.88 20010301 359 331,588.42 12 739 404,000 404,129
318,000.00 2,389.03 20010301 359 363,343.37 744 435,000 --
280,000.00 2,054.55 20010301 360 317,797.22 745 404,000 --
284,300.00 2,135.86 20010301 359 280,000.00 355,400 355,400
540,000.00 3,775.76 20010301 360 284,118.70 633 1,280,000 1,280,000
325,000.00 2,356.48 20010201 359 540,000.00 619 700,000 --
300,000.00 2,201.30 20010201 359 324,776.33 06 716 320,000 320,000
344,800.00 2,500.04 20010301 359 299,798.70 786 431,000 431,000
360,000.00 2,641.56 20010201 358 344,562.71 460,000 450,000
345,000.00 2,471.63 20010301 360 359,515.27 775 460,000 460,000
392,000.00 2,944.97 20010201 359 345,000.00 727 565,000 490,000
390,000.00 2,794.01 20010201 359 391,750.03 764 5,500,000 --
310,000.00 2,301.75 20010201 359 389,724.74 702 425,000 424,190
343,000.00 2,369.02 20010201 359 309,797.21 735 429,000 428,800
425,616.00 3,123.02 20010301 360 342,739.00 671 538,500 532,020
277,000.00 2,081.01 20010201 359 425,616.00 643 410,000 --
352,300.00 2,708.89 20010301 359 276,823.37 06 710 391,500 391,500
518,000.00 3,891.57 20010201 359 352,086.57 640 755,000 --
320,000.00 2,320.23 20010201 359 517,669.68 705 400,000 400,000
489,000.00 3,588.11 20010301 359 319,779.77 766 625,000 --
510,000.00 3,609.75 20010301 360 488,671.89 756 650,000 650,000
678,000.00 4,857.28 20010301 360 510,000.00 704 1,900,000 --
313,896.00 2,141.33 20010201 359 678,000.00 694 397,000 392,377
480,931.00 3,487.09 20010301 360 313,651.13 696 695,000 --
295,200.00 2,166.08 20010301 359 480,931.00 732 369,000 369,000
432,800.00 3,138.11 20010201 359 195,001.92 697 550,000 541,000
312,000.00 2,289.35 20010201 359 432,502.14 663 416,000 --
360,500.00 2,676.71 20010201 359 311,790.65 681 515,000 --
435,288.00 3,156.15 20010201 359 360,264.18 682 545,000 544,110
299,250.00 2,300.98 20010201 359 434,988.43 13 696 315,000 315,000
450,000.00 3,146.47 20010201 359 299,068.71 800 980,000 --
300,000.00 2,201.30 20010301 360 449,666.03 757 460,000 --
998,500.00 7,413.84 20010201 359 300,000.00 750 1,550,000 --
503,000.00 3,690.84 20010201 359 997,846.84 779 750,000 --
416,000.00 3,088.79 20010301 360 502,662.49 686 520,000 520,000
426,000.00 2,978.66 20010201 359 416,000.00 756 610,000 --
300,000.00 2,149.24 20010201 359 425,683.84 683 435,000 --
300,000.00 2,149.24 20010301 359 299,788.26 755 660,500 660,357
321,906.00 2,334.05 20010201 359 299,788.26 704 402,500 402,384
400,800.00 3,046.37 20010301 359 321,684.46 748 501,000 501,000
304,000.00 2,283.86 20010301 360 400,550.88 735 385,000 380,000
365,600.00 2,714.57 20010301 359 304,000.00 758 460,000 457,000
620,000.00 4,603.49 20010301 360 365,275.42 686 970,000 969,000
300,000.00 2,227.50 20010201 359 620,000.00 743 404,000 403,538
370,000.00 2,650.73 20010301 360 299,803.75 786 470,000 470,000
367,500.00 2,793.27 20010201 359 370,000.00 691 495,000 --
428,500.00 3,032.90 20010301 359 367,271.57 669 621,000 --
477,750.00 3,547.29 20010301 360 428,189.86 759 637,000 637,000
316,400.00 2,266.73 20010301 360 477,750.00 769 400,000 395,500
383,000.00 2,877.36 20010201 359 316,400.00 702 3,150,000 --
395,000.00 2,967.51 20010201 359 382,755.77 675 600,000 --
360,000.00 2,736.27 20010201 359 394,748.11 705 550,000 --
442,000.00 3,204.81 20010301 360 359,776.23 712 555,000 552,500
280,250.00 2,105.43 20010302 359 442,000.00 06 615 345,000 295,000
376,800.00 2,764.83 20010201 359 280,250.00 709 471,000 471,000
388,800.00 2,852.88 20010201 359 376,547.17 714 486,000 486,000
360,000.00 2,517.18 20010301 360 388,539.12 706 460,000 450,000
430,000.00 3,192.74 20010201 359 360,000.00 750 920,000 --
350,000.00 2,568.18 20010201 359 429,718.72 733 500,000 500,000
380,000.00 2,821.49 20010201 359 349,765.15 748 790,000 475,000
410,000.00 3,008.44 20010301 359 379,751.43 669 635,000 --
288,000.00 2,013.74 20010301 359 409,724.89 797 360,000 --
1,000,000.00 7,867.01 20010201 359 287,685.57 761 2,925,000 3,000,000
294,920.00 2,164.02 20010201 359 999,424.66 683 369,000 368,650
643,000.00 4,830.65 20010201 359 294,722.11 662 2,500,000 --
373,500.00 2,805.99 20010201 359 642,589.97 12 722 415,000 415,000
475,200.00 3,445.53 20010301 359 373,261.82 714 600,000 594,000
520,000.00 3,815.58 20010301 359 474,872.97 748 650,000 650,000
328,000.00 2,435.40 20010201 359 519,651.09 756 410,000 410,000
420,000.00 3,008.94 20010301 360 327,785.43 802 525,000 525,000
578,000.00 4,241.16 20010201 359 420,000.00 13 769 680,000 680,000
520,000.00 3,860.99 20010201 358 577,612.17 637 650,000 650,000
508,000.00 3,816.44 20010201 359 519,317.38 734 726,000 --
335,920.00 2,377.63 20010301 360 507,676.06 771 421,300 419,900
445,294.00 3,267.41 20010201 359 335,920.00 627 556,617 556,617
643,000.00 4,718.11 20010301 359 444,995.22 668 805,000 --
517,250.00 3,840.57 20010301 360 642,536.04 720 740,000 --
435,000.00 3,191.88 20010301 360 517,250.00 702 580,000 --
438,400.00 3,255.11 20010201 359 435,000.00 733 550,000 548,000
433,000.00 3,252.99 20010201 359 438,113.22 627 580,000 --
850,000.00 6,311.23 20010301 359 432,723.89 784 1,250,000 1,250,000
592,000.00 4,551.97 20010201 359 849,355.21 723 775,000 740,000
380,000.00 2,689.62 20010301 360 591,641.36 769 680,000 --
297,000.00 2,153.46 20010301 359 380,000.00 12 779 375,000 330,000
318,350.00 2,308.26 20010201 359 296,795.60 780 400,000 397,956
460,000.00 3,295.50 20010201 359 318,130.91 699 602,500 602,500
373,000.00 2,640.08 20010201 359 459,675.33 758 585,000 --
330,900.00 2,399.26 20010201 359 372,730.02 772 435,000 --
448,000.00 3,326.39 20010201 359 330,672.27 620 560,000 560,000
356,000.00 2,519.75 20010201 359 447,706.94 726 475,000 445,240
464,000.00 3,284.17 20010201 359 355,742.33 755 580,000 580,000
495,000.00 3,589.10 20010201 359 463,664.16 670 670,000 660,000
412,000.00 3,167.93 20010301 359 494,659.34 721 575,000 --
650,000.00 4,656.68 20010201 359 411,750.40 717 825,000 825,000
298,405.00 2,449.76 20010201 239 649,541.24 06 777 349,000 348,405
359,600.00 2,607.35 20010201 359 297,882.44 759 450,000 449,553
390,400.00 2,796.88 20010301 360 359,352.53 792 550,000 610,000
332,800.00 2,471.04 20010301 358 390,400.00 001 416,000 416,500
392,000.00 2,876.36 20010201 359 332,363.11 746 490,000 --
300,000.00 2,149.24 20010201 359 391,736.97 659 375,000 375,000
372,000.00 2,697.26 20010301 360 299,788.26 790 465,000 465,000
609,000.00 4,468.63 20010201 359 372,000.00 714 1,000,000 --
385,000.00 2,858.62 20010201 359 608,591.37 726 555,000 --
325,000.00 2,356.48 20010301 360 384,748.15 796 421,000 420,900
520,000.00 3,815.58 20010201 359 325,000.00 785 650,000 650,000
720,000.00 5,034.35 20010301 360 519,651.09 676 1,200,000 --
342,546.00 2,513.49 20010301 359 720,000.00 798 435,000 457,029
503,900.00 3,653.63 20010301 359 342,316.15 665 630,000 629,989
560,800.00 4,017.64 20010301 360 503,553.21 723 714,000 --
450,500.00 3,305.61 20010301 360 560,800.00 778 665,000 --
295,000.00 2,113.42 20010301 359 450,500.00 718 680,000 685,000
400,000.00 2,900.28 20010201 359 294,791.79 731 600,000 500,000
533,000.00 3,864.62 20010201 359 399,724.72 676 960,000 --
364,409.00 2,455.10 20010301 359 532,633.19 729 456,000 455,512
288,000.00 2,113.25 20010201 359 364,117.58 773 360,000 360,000
553,650.00 4,014.35 20010201 359 287,806.75 682 692,500 692,098
373,000.00 2,736.95 20010301 359 553,268.98 12 665 449,000 --
744,000.00 5,394.52 20010301 359 372,749.72 787 930,000 930,000
647,900.00 4,867.46 20010301 360 743,487.98 647 810,000 --
547,500.00 4,065.18 20010301 360 647,900.00 683 800,000 --
598,500.00 4,391.59 20010201 359 547,500.00 685 1,175,000 --
366,400.00 2,784.91 20010301 360 598,098.41 699 460,000 458,000
395,000.00 2,694.60 20010301 360 366,400.00 796 595,000 595,000
359,950.00 2,609.89 20010201 359 395,000.00 788 450,000 449,990
324,000.00 2,434.11 20010301 360 359,702.28 13 785 370,000 360,000
488,000.00 3,538.34 20010201 359 324,000.00 695 700,000 --
337,490.00 2,535.45 20010201 359 487,664.16 13 628 375,000 --
500,000.00 3,800.37 20010201 359 337,274.79 741 625,000 --
315,000.00 2,422.08 20010201 359 499,689.21 626 425,000 --
335,000.00 2,428.99 20010201 359 314,809.17 795 418,785 418,782
368,000.00 2,700.26 20010201 359 334,769.45 659 460,000 460,000
388,000.00 2,813.27 20010301 359 367,753.07 743 485,000 485,000
336,559.00 2,469.56 20010201 359 387,732.98 777 435,000 420,699
520,000.00 3,547.32 20010301 360 336,333.17 613 650,000 650,000
350,000.00 2,568.18 20010201 359 520,000.00 662 445,000 445,000
395,000.00 2,898.38 20010301 359 349,765.15 777 562,000 --
453,600.00 3,249.65 20010301 359 394,734.95 773 567,000 567,000
356,000.00 2,612.21 20010301 360 452,529.50 774 445,000 445,000
379,500.00 2,817.78 20010301 360 356,000.00 772 475,000 474,423
436,000.00 3,237.29 20010201 359 379,500.00 771 545,000 545,000
302,400.00 2,166.44 20010201 359 435,714.79 676 378,000 378,000
600,000.00 4,402.59 20010201 359 302,186.56 776 955,000 935,000
352,000.00 2,552.25 20010301 360 599,597.41 721 565,000 --
390,000.00 2,861.69 20010201 359 352,000.00 769 568,000 --
630,000.00 4,677.74 20010301 360 389,508.59 641 1,225,000 --
613,000.00 4,497.98 20010201 359 630,000.00 642 1,090,000 --
891,000.00 6,537.85 20010201 359 612,588.69 722 1,375,000 --
448,000.00 3,287.27 20010301 360 890,402.15 760 560,000 560,000
480,000.00 3,606.08 20010301 360 448,000.00 777 600,000 615,000
400,000.00 2,900.28 20010301 359 480,000.00 690 507,000 511,500
325,000.00 2,413.12 20010201 359 399,724.72 793 501,000 501,000
579,000.00 4,349.84 20010201 359 324,787.40 764 1,300,000 --
488,000.00 3,538.34 20010301 359 578,630.79 722 610,000 610,000
345,000.00 2,561.62 20010201 359 487,664.16 691 435,000 --
399,920.00 2,899.70 20010201 359 344,774.32 703 505,000 499,900
406,000.00 3,014.54 20010301 359 399,644.78 645 507,500 507,500
456,500.00 3,191.92 20010201 359 405,734.42 06 663 510,000 510,000
320,000.00 2,348.05 20010301 360 456,161.20 794 1,150,000 1,120,000
308,000.00 2,341.03 20010201 359 320,000.00 671 385,000 --
354,000.00 2,628.45 20010301 359 307,808.55 624 620,000 --
316,000.00 2,318.70 20010201 359 353,768.42 758 395,000 395,000
338,000.00 2,450.74 20010201 359 315,787.97 704 451,000 --
479,200.00 3,309.72 20010301 360 337,767.39 784 599,000 599,000
650,000.00 4,712.96 20010201 357 479,200.00 825,500 825,525
400,000.00 2,865.65 20010201 359 648,649.17 731 530,000 507,308
290,000.00 2,178.68 20010201 359 399,717.68 702 1,200,000 --
300,000.00 2,175.21 20010201 359 289,815.07 01 729 365,000 356,000
489,600.00 3,507.56 20010201 359 299,793.54 06 741 544,000 544,000
490,400.00 3,598.39 20010301 360 489,254.44 652 613,000 613,000
395,000.00 2,795.79 20010301 360 490,400.00 648,000 645,000
343,200.00 2,399.71 20010301 360 395,000.00 629 430,000 429,000
390,375.00 2,830.49 20010201 359 343,200.00 779 490,000 487,970
370,000.00 2,747.24 20010301 359 390,106.35 795 660,000 --
320,000.00 2,376.00 20010201 359 369,757.97 667 403,000 402,067
360,000.00 2,610.25 20010301 360 319,790.67 678 460,000 450,000
999,000.00 7,505.16 20010201 359 360,000.00 773 1,500,000 --
532,000.00 3,857.37 20010301 359 998,362.96 766 770,000 774,229
464,000.00 3,485.88 20010201 359 531,633.88 774 581,000 580,826
450,000.00 3,420.33 20010201 359 463,704.12 699 875,000 --
622,400.00 4,512.84 20010301 359 449,720.30 695 778,000 778,000
520,000.00 3,770.37 20010201 359 621,971.66 747 650,000 650,000
393,750.00 2,889.20 20010301 360 519,642.13 654 525,000 --
1,000,000.00 7,337.65 20010301 360 393,750.00 665 2,200,000 --
334,000.00 2,392.82 20010201 359 ,000,000.00 712 417,500 417,500
464,000.00 3,364.33 20010301 360 333,764.26 660 580,000 580,000
454,000.00 3,331.30 20010301 360 464,000.00 663 1,350,000 --
296,000.00 2,120.59 20010301 360 454,000.00 775 375,000 370,000
285,000.00 1,992.77 20010301 359 296,000.00 13 722 365,000 300,000
317,000.00 2,381.52 20010201 359 284,779.00 13 718 360,000 --
385,000.00 2,758.19 20010301 360 316,797.86 767 550,000 --
624,750.00 4,748.56 20010201 359 385,000.00 758 892,500 892,500
450,000.00 3,380.70 20010201 359 624,361.67 670 620,000 --
300,000.00 2,175.21 20010301 360 449,713.05 776 400,000 --
363,500.00 2,667.24 20010201 359 300,000.00 681 525,000 --
398,325.00 2,819.32 20010301 360 363,256.09 734 520,000 --
457,400.00 3,517.02 20010201 359 398,325.08 738 1,100,000 --
383,800.00 2,782.82 20010301 360 457,122.90 696 1,200,000 --
548,000.00 3,973.39 20010201 359 383,800.00 773 685,000 685,000
300,000.00 2,175.21 20010201 359 547,622.86 773 375,000 382,500
370,000.00 2,682.76 20010301 359 299,793.54 757 590,000 570,000
300,000.00 2,201.30 20010201 359 369,745.37 736 375,000 375,000
517,600.00 3,708.15 20010301 360 299,798.70 763 650,000 647,000
310,000.00 2,220.88 20010301 359 517,600.00 774 390,000 390,000
443,600.00 3,254.98 20010301 360 309,781.20 705 555,000 554,500
405,650.00 2,871.17 20010301 360 443,600.00 749 509,000 507,080
360,000.00 2,548.06 20010301 360 405,650.00 722 685,000 662,500
297,520.00 2,131.47 20010201 359 360,000.00 670 372,000 371,900
300,000.00 2,201.30 20010201 359 297,310.01 772 427,000 425,900
360,000.00 2,736.27 20010301 359 299,798.70 789 500,000 450,000
439,900.00 3,227.84 20010201 359 359,776.23 777 1,000,000 --
316,000.00 2,346.30 20010201 359 439,604.83 707 395,000 395,000
382,000.00 2,836.34 20010201 359 315,793.28 692 480,000 --
750,000.00 5,308.46 20010301 360 381,750.12 636 1,200,000 1,260,000
408,000.00 2,993.76 20010201 359 750,000.98 718 510,000 --
292,700.00 2,186.89 20010201 299 407,726.24 812 366,000 365,878
300,000.00 2,253.80 20010301 358 292,372.97 675,000 600,000
933,800.00 6,770.70 20010301 359 299,616.08 648 1,334,000 1,334,000
404,800.00 2,900.04 20010201 359 932,657.36 709 506,000 506,000
435,000.00 3,078.91 20010201 359 404,514.29 734 825,000 --
312,000.00 2,235.21 20010301 360 434,685.15 725 390,000 390,000
322,500.00 2,282.64 20010301 360 312,000.00 693 430,000 --
409,500.00 3,004.77 20010201 359 322,500.00 778 595,000 --
648,000.00 4,642.36 20010301 360 409,225.23 642 819,000 810,000
350,000.00 2,447.26 20010301 360 648,000.00 787 473,000 470,000
1,000,000.00 7,956.45 20010301 359 350,000.00 728 1,550,000 --
400,000.00 2,865.65 20010201 359 999,439.38 737 715,000 715,000
285,600.00 2,046.08 20010301 359 399,717.68 813 359,500 357,000
352,000.00 2,706.58 20010301 360 285,398.42 715 440,000 --
432,000.00 3,094.91 20010201 359 352,000.00 766 545,000 540,000
450,000.00 3,262.82 20010201 359 431,695.09 759 1,300,000 1,157,375
300,000.00 2,253.80 20010201 359 449,690.30 676 440,614 440,614
282,000.00 1,971.79 20010201 359 299,808.70 689 370,000 376,123
421,000.00 3,089.15 20010201 359 281,790.71 674 540,000 540,000
365,000.00 2,742.13 20010201 359 420,717.52 630 500,000 --
375,000.00 2,751.62 20010301 360 364,767.25 698 580,000 --
316,000.00 2,346.30 20010201 359 375,000.00 720 395,000 --
374,841.00 2,915.48 20010301 359 315,793.28 672 815,000 --
456,000.00 3,345.97 20010301 359 374,619.69 692 900,000 570,000
596,250.00 4,323.23 20010301 359 455,694.03 644 795,000 795,000
294,000.00 2,131.71 20010301 359 595,839.66 672 425,000 --
312,000.00 2,343.96 20010201 359 293,797.67 701 390,000 --
416,000.00 2,908.74 20010301 360 311,801.04 804 520,000 520,000
372,000.00 2,697.26 20010201 359 416,000.00 719 465,000 465,000
391,200.00 2,836.48 20010301 359 371,743.99 786 489,000 489,000
340,000.00 2,435.81 20010201 359 389,930.77 677 435,000 425,000
388,300.00 2,883.12 20010301 359 339,760.02 689 540,000 --
344,000.00 2,494.24 20010301 359 388,045.99 742 435,000 430,000
292,800.00 2,097.66 20010201 359 343,763.26 666 366,000 366,000
320,800.00 2,298.26 20010201 359 292,593.34 760 401,000 401,000
600,000.00 4,402.59 20010301 360 320,573.57 616 1,300,000 --
319,000.00 2,424.64 20010201 359 600,000.00 706 450,000 --
647,900.00 4,697.73 20010301 359 318,801.71 670 810,000 809,900
327,750.00 2,319.80 20010301 360 647,331.72 12 653 345,000 345,000
330,000.00 2,392.73 20010301 359 327,750.00 780 445,000 445,000
404,000.00 2,894.31 20010201 359 329,772.90 665 510,000 --
316,500.00 2,322.37 20010301 360 404,000.00 771 430,000 --
424,000.00 3,148.19 20010201 359 316,500.00 754 530,000 530,000
310,000.00 2,274.68 20010201 359 423,722.64 781 460,000 --
285,000.00 2,116.12 20010301 360 309,791.99 06 617 300,000 300,000
840,000.00 6,384.61 20010201 359 285,000.00 654 1,050,000 --
491,300.00 3,562.27 20010301 359 839,477.89 700 614,500 614,150
421,600.00 3,093.56 20010301 359 490,961.89 705 530,000 527,000
428,800.00 3,109.10 20010301 360 420,317.11 773 546,000 540,111
771,000.00 6,143.49 20010301 300 428,800.00 758 1,725,000 --
750,000.00 5,900.26 20010301 359 771,000.00 767 1,100,000 --
400,000.00 2,865.65 20010301 360 749,568.49 741 945,000 945,000
336,400.00 2,381.02 20010301 360 400,000.00 761 421,000 420,500
532,000.00 3,903.63 20010301 359 336,400.00 727 665,000 665,000
399,000.00 2,893.03 20010301 360 531,643.04 798 500,000 499,000
331,600.00 2,404.34 20010301 359 399,000.00 719 420,000 414,500
571,000.00 4,140.15 20010201 359 331,371.79 729 850,000 --
317,600.00 2,358.18 20010301 359 565,901.78 793 397,000 397,000
620,000.00 4,441.76 20010201 359 317,392.24 785 775,000 775,000
399,900.00 2,830.47 20010201 359 619,562.41 771 500,000 499,950
400,000.00 2,900.28 20010301 359 399,610.56 671 775,000 775,000
300,000.00 2,201.30 20010301 360 399,724.72 708 400,000 --
364,000.00 2,702.69 20010201 359 300,000.00 675 455,000 --
261,810.00 1,989.95 20010301 360 363,761.89 12 754 291,000 290,900
326,400.00 2,452.14 20010201 359 261,810.00 693 410,000 --
494,650.00 3,803.44 20010201 359 326,191.86 771 618,372 618,372
420,000.00 3,081.82 20010201 359 494,350.33 684 525,000 525,000
400,000.00 2,935.06 20010401 359 419,718.18 670 580,000 580,000
420,000.00 3,118.49 20010201 359 399,731.61 756 525,000 525,000
355,000.00 2,635.87 20010201 359 419,725.26 739 1,000,000 1,100,000
591,000.00 4,439.99 20010201 359 354,767.78 738 745,000 --
340,000.00 2,494.80 20010201 359 590,623.13 685 425,000 425,000
702,000.00 5,029.22 20010301 360 339,771.87 766 1,400,000 1,350,000
390,600.00 2,866.09 20010201 359 702,000.00 739 434,000 434,000
392,000.00 2,876.36 20010301 360 390,337.91 785 491,800 490,000
382,500.00 2,773.40 20010301 360 392,000.00 711 490,000 490,000
500,000.00 3,712.49 20010201 359 382,500.00 716 810,000 --
343,000.00 2,546.77 20010201 359 499,672.93 766 535,000 --
600,000.00 4,402.59 20010301 359 342,775.63 787 1,300,000 1,025,000
777,000.00 5,633.79 20010301 359 599,597.41 772 2,050,000 --
327,000.00 2,427.97 20010201 359 776,465.27 01 676 365,000 364,000
364,000.00 2,607.75 20010201 359 326,786.09 782 455,000 455,000
337,500.00 2,535.53 20010301 359 363,743.08 672 450,000 --
390,000.00 2,929.94 20010301 360 337,284.78 729 850,000 772,500
446,400.00 3,275.53 20010201 359 390,000.00 703 558,000 558,000
519,900.00 3,860.25 20010201 359 446,100.47 745 660,000 659,964
295,000.00 2,113.42 20010201 359 519,559.91 787 400,000 400,000
395,000.00 2,898.38 20010201 359 294,791.79 705 610,000 --
292,000.00 2,142.60 20010301 360 394,734.95 760 380,000 365,000
304,000.00 2,230.65 20010301 359 292,000.00 635 380,000 395,000
374,000.00 2,842.68 20010201 359 303,796.02 766 650,000 --
367,900.00 2,699.53 20010201 359 373,767.53 760 460,000 459,968
500,000.00 3,582.07 20010201 359 367,653.14 793 725,000 725,000
521,600.00 3,736.81 20010201 359 499,647.10 788 652,000 652,000
306,675.00 2,223.61 20010301 357 521,231.86 13 341,000 340,750
328,000.00 2,349.84 20010301 360 306,037.67 754 410,000 410,000
650,000.00 4,600.66 20010301 360 328,000.00 714 899,000 899,000
427,125.00 3,171.40 20010201 359 650,000.00 763 570,000 569,500
500,000.00 3,496.08 20010301 360 426,845.59 787 750,000 750,000
361,764.00 2,686.09 20010201 359 500,000.00 779 453,000 452,205
380,000.00 2,755.27 20010201 359 361,527.35 653 500,000 475,000
315,350.00 2,259.21 20010201 359 379,738.48 776 394,200 394,233
297,000.00 2,231.27 20010301 360 315,127.43 06 720 340,000 339,000
425,000.00 3,118.50 20010201 359 297,000.00 704 775,000 -
1,000,000.00 7,250.70 20010201 359 424,714.83 771 1,750,000 1,720,000
380,000.00 2,788.31 20010301 359 999,311.80 13 774 445,000 --
925,000.00 6,706.90 20010301 360 379,745.02 726 1,925,000 1,925,000
295,200.00 2,114.85 20010201 359 925,000.00 752 390,000 369,000
336,000.00 2,407.15 20010301 359 294,991.65 742 420,000 420,000
581,600.00 4,318.37 20010201 359 335,762.85 689 735,000 727,000
435,000.00 3,116.40 20010201 359 581,219.55 762 585,000 585,000
320,000.00 2,292.52 20010301 360 434,692.97 770 430,000 -
440,000.00 3,305.58 20010301 360 320,000.00 773 556,000 --
580,000.00 4,205.41 20010201 359 440,000.00 789 725,000 725,000
289,000.00 2,070.44 20010201 359 579,600.84 686 458,000 --
560,000.00 4,060.39 20010201 359 288,796.02 663 720,000 700,000
471,000.00 3,538.47 20010301 359 559,614.61 692 603,000 589,000
295,000.00 2,088.00 20010301 360 470,642.55 12 643 328,000 328,000
532,000.00 4,090.62 20010201 359 295,000.00 720 665,000 --
356,000.00 2,550.43 20010301 360 531,677.71 773 445,000 445,000
400,000.00 3,005.07 20010301 359 356,000.00 768 560,000 560,000
995,000.00 7,128.31 20010201 359 399,744.93 684 1,650,000 --
331,400.00 2,460.64 20010201 359 994,297.73 619 414,500 414,275
402,000.00 2,845.34 20010301 360 331,183.21 713 505,000 --
350,000.00 2,507.45 20010201 359 402,000.00 786 750,000 777,722
480,000.00 3,522.08 20010301 359 349,752.97 798 600,000 600,000
457,500.00 3,317.20 20010301 360 479,677.92 778 610,000 610,000
335,868.00 2,377.26 20010201 359 457,500.00 717 448,000 447,823
440,000.00 3,190.31 20010301 359 335,624.90 716 560,000 560,000
421,000.00 3,089.15 20010201 359 439,697.19 759 526,500 526,250
338,200.00 2,422.91 20010301 360 420,717.52 12 676 356,000 356,000
450,000.00 3,301.95 20010301 360 338,200.00 785 575,000 --
500,000.00 3,800.37 20010301 358 450,000.00 626,000 626,000
404,000.00 2,929.29 20010301 359 499,376.25 787 508,000 507,803
520,000.00 3,815.58 20010301 360 403,521.96 707 680,000 650,000
300,000.00 2,175.21 20010201 359 520,000.00 662 430,000 430,000
328,500.00 2,467.92 20010201 358 299,793.54 12 365,000 365,000
380,000.00 2,788.31 20010201 359 328,079.60 754 485,000 475,000
361,500.00 2,527.67 20010201 359 379,745.02 691 482,000 --
600,000.00 4,454.99 20010201 359 361,231.70 750,000 750,000
322,000.00 2,362.73 20010201 359 599,607.51 689 875,000 --
448,000.00 3,287.27 20010201 358 321,783.94 766 560,000 572,000
688,000.00 4,988.48 20010201 359 447,396.79 710 860,000 860,000
293,000.00 2,124.46 20010301 360 687,526.52 778 460,000 --
450,000.00 3,341.24 20010201 358 293,000.00 618 1,100,000 --
345,000.00 2,744.98 20010201 358 449,409.27 716 461,000 --
450,000.00 3,262.82 20010201 358 344,611.73 686 755,000 751,000
305,000.00 2,318.23 20010301 360 449,378.58 13 655 360,000 --
302,500.00 2,246.06 20010201 359 305,000.00 752 605,000 605,000
340,000.00 2,494.80 20010301 360 302,302.12 656 425,000 425,000
328,500.00 2,410.42 20010201 359 340,000.00 754 438,000 --
1,000,000.00 7,867.01 20010201 359 328,279.58 730 1,460,000 1,460,000
370,000.00 2,779.69 20010201 358 999,424.66 744 540,000 --
538,000.00 4,280.57 20010201 358 369,506.05 756 1,200,000 --
350,000.00 2,660.26 20010301 359 537,394.55 783 475,000 --
560,000.00 4,207.10 20010301 359 349,600.45 769 700,000 --
360,000.00 2,736.27 20010201 358 559,642.90 662 450,000 450,000
650,000.00 4,600.66 20010301 360 359,537.07 704 825,000 824,000
364,000.00 2,639.26 20010301 360 650,000.00 725 463,000 455,000
440,000.00 3,228.57 20010301 359 364,000.00 771 1,450,000 --
550,000.00 3,940.27 20010301 359 439,704.76 767 1,500,000 --
305,000.00 2,185.06 20010201 359 549,611.81 789 850,000 --
306,400.00 2,301.89 20010201 359 304,784.73 698 383,000 383,000
355,000.00 2,543.27 20010301 359 306,204.61 757 540,000 --
303,200.00 2,251.26 20010201 358 354,749.44 705 382,000 379,000
568,000.00 4,267.20 20010301 358 302,801.97 684 710,000 --
559,200.00 4,103.22 20010201 359 567,273.11 722 700,000 699,000
400,000.00 2,969.99 20010201 359 558,824.78 739 737,000 737,000
585,600.00 4,246.01 20010301 360 399,738.34 719 732,000 732,000
340,000.00 2,435.81 20010301 360 585,600.00 710 502,000 505,807
346,400.00 2,572.02 20010201 359 340,000.00 721 433,000 433,000
368,000.00 2,862.27 20010201 358 346,173.40 772 460,000 460,000
359,600.00 2,701.56 20010301 358 367,563.90 763 450,000 449,500
441,200.00 3,314.59 20010201 358 359,109.59 770 552,000 551,500
501,166.00 3,721.15 20010201 359 440,635.39 600 626,500 626,457
334,000.00 2,450.78 20010201 359 500,838.16 765 420,000 417,500
316,500.00 2,267.45 20010301 360 333,775.89 632 407,000 408,077
402,000.00 3,091.04 20010301 358 316,500.00 667 575,000 --
416,200.00 3,053.93 20010201 359 401,511.19 651 575,000 --
376,000.00 2,824.77 20010201 359 415,920.74 663 470,000 470,000
351,950.00 2,675.08 20010301 359 375,760.23 797 440,000 439,950
320,000.00 2,404.06 20010201 358 351,731.24 721 400,000 400,000
460,000.00 3,375.32 20010301 358 319,590.48 780 580,000 575,000
299,000.00 2,167.96 20010201 359 459,380.64 782 449,000 449,000
350,000.00 2,598.75 20010301 358 298,794.23 689 512,900 512,900
308,000.00 2,233.22 20010201 359 349,540.53 612 385,000 385,000
338,400.00 2,542.29 20010201 359 307,788.03 793 425,000 423,000
650,000.00 4,826.24 20010201 359 338,184.21 694 825,000 825,000
387,424.00 2,910.59 20010201 359 649,574.80 485,000 484,280
425,000.00 3,155.62 20010201 358 387,176.95 717 2,185,000 --
340,000.00 2,465.24 20010201 358 424,442.08 677 580,000 580,000
335,200.00 2,488.86 20010301 358 339,530.48 777 419,000 419,000
358,480.00 2,630.40 20010201 359 334,345.16 748 448,100 448,100
304,000.00 2,257.20 20010201 359 358,239.47 610 470,000 --
341,600.00 2,506.54 20010201 358 303,801.13 774 427,000 427,000
448,600.00 3,330.85 20010201 358 341,089.72 722 561,000 560,750
500,000.00 3,668.83 20010201 359 448,011.11 806 725,000 725,000
436,000.00 3,048.58 20010301 360 499,664.50 785 545,000 545,000
277,500.00 2,133.74 20010301 359 436,000.00 734 370,000 --
356,000.00 2,550.43 20010201 358 277,331.88 686 445,000 445,000
363,750.00 2,637.44 20010201 359 355,433.67 781 485,000 485,000
332,500.00 2,645.52 20010201 359 363,499.67 739 350,000 --
381,000.00 2,828.92 20010201 358 380,468.15 545,000 540,000
424,000.00 3,074.30 20010201 359 423,708.20 801 530,000 530,000
319,920.00 2,291.95 20010301 360 319,920.00 663 411,000 399,900
476,000.00 3,576.03 20010301 358 475,390.85 754 595,000 595,000
280,000.00 2,005.96 20010301 358 279,603.47 681 377,000 --
360,160.00 2,611.41 20010201 359 359,912.14 747 450,500 450,200
359,000.00 2,760.40 20010301 359 358,782.52 774 1,250,000 --
492,000.00 3,567.35 20010201 358 491,320.58 756 615,000 615,000
322,366.00 2,337.38 20010201 359 322,144.15 754 403,000 402,957
391,286.00 2,871.12 20010301 359 390,625.46 734 490,000 489,108
596,000.00 4,373.24 20010201 359 595,600.09 715 745,000 745,000
600,000.00 4,350.42 20010201 358 599,171.45 656 1,100,000 1,100,000
396,000.00 3,080.05 20010201 359 395,766.20 764 495,000 495,000
384,000.00 2,784.27 20010201 359 383,735.73 677 480,000 480,000
306,448.00 2,221.97 20010201 358 306,024.81 750 384,000 383,060
364,000.00 2,798.85 20010201 358 363,557.40 798 465,000 455,000
333,200.00 2,444.91 20010301 360 333,200.00 430,000 --
307,750.00 2,312.03 20010201 359 307,553.75 13 684 342,000 342,000
400,000.00 2,900.28 20010301 360 400,000.00 737 600,000 600,000
504,725.00 3,703.50 20010301 360 504,725.00 667 730,000 --
384,000.00 2,717.93 20010301 359 383,722.07 792 480,000 480,000
365,330.00 2,680.67 20010201 359 365,084.86 760 522,000 521,900
370,000.00 2,714.93 20010201 358 369,501.82 13 688 445,000 --
352,000.00 2,552.25 20010201 359 351,757.75 679 440,000 440,000
319,200.00 2,342.18 20010201 359 318,985.82 756 400,000 399,000
490,000.00 3,681.21 20010201 358 489,372.93 663 1,200,000 --
400,000.00 2,900.28 20010301 360 400,000.00 711 570,000 --
438,400.00 3,178.71 20010301 360 438,400.00 751 550,000 548,000
300,500.00 2,257.56 20010201 358 299,914.07 768 720,000 --
536,250.00 3,888.19 20010301 360 536,250.00 671 800,000 --
520,000.00 3,860.99 20010201 358 519,317.38 688 760,000 760,000
400,000.00 3,005.07 20010301 360 400,000.00 684 515,000 --
280,000.00 2,030.20 20010301 359 279,807.30 793 350,000 350,000
275,025.00 2,066.18 20010201 358 274,673.03 12 648 290,000 289,500
380,000.00 2,821.49 20010201 359 379,751.43 690 477,000 --
292,500.00 2,197.46 20010301 360 292,500.00 06 645 325,000 325,000
345,000.00 2,501.49 20010301 359 344,762.57 749 470,000 --
388,800.00 2,751.91 20010301 360 388,800.00 684 486,000 486,000
306,400.00 2,275.02 20010301 359 306,199.56 680 383,000 383,000
365,000.00 2,646.51 20010301 360 365,000.00 615 612,500 --
800,000.00 5,593.72 20010301 359 799,406.28 777 1,050,000 1,050,000
320,800.00 2,270.61 20010301 360 320,800.00 682 401,000 401,000
336,000.00 2,524.26 20010201 358 335,570.01 693 420,000 420,000
344,000.00 2,524.16 20010301 358 343,536.80 693 430,000 430,000
374,114.00 2,583.92 20010301 360 374,114.00 767 478,000 467,643
284,800.00 2,114.64 20010201 359 284,613.69 679 356,000 356,000
900,000.00 6,682.48 20010201 358 898,818.55 788 1,650,000 1,600,000
388,000.00 2,712.96 20010301 359 387,674.50 750 485,000 485,000
454,500.00 3,374.65 20010201 358 453,777.17 687 690,000 --
386,100.00 2,833.07 20010301 360 386,100.00 12 715 450,000 429,000
572,000.00 4,097.88 20010301 360 572,000.00 784 730,000 715,000
347,000.00 2,546.17 20010201 358 346,532.77 747 469,000 469,000
323,000.00 2,455.04 20010201 359 322,799.23 435,000 --
298,000.00 2,160.71 20010301 359 297,794.92 678 430,000 --
370,000.00 2,650.73 20010201 359 369,738.85 748 575,000 575,000
430,000.00 3,230.45 20010201 359 429,725.80 774 1,225,000 --
395,000.00 3,002.29 20010201 358 394,507.25 609 600,000 --
470,000.00 3,489.74 20010301 360 470,000.00 799 670,000 670,000
500,000.00 3,668.83 20010201 359 499,664.50 712 650,000 625,000
300,000.00 2,201.30 20010201 358 299,596.06 375,000 375,000
300,000.00 2,072.03 20010201 359 299,771.72 785 495,000 495,000
350,000.00 2,660.26 20010201 359 349,782.45 700 1,300,000 --
591,200.00 4,389.65 20010201 359 590,813.27 773 739,000 739,000
291,000.00 2,135.26 20010201 358 290,608.18 707 364,000 363,750
542,500.00 4,075.63 20010201 359 542,154.06 739 800,000 --
396,400.00 2,978.03 20010201 359 396,147.22 710 495,500 495,500
418,800.00 3,036.60 20010201 359 418,511.77 701 580,000 568,800
397,500.00 2,847.74 20010301 360 397,500.00 666 530,000 530,000
500,000.00 3,668.83 20010301 360 500,000.00 757 970,000 970,000
448,800.00 3,293.14 20010301 359 448,498.86 736 562,000 561,000
970,000.00 7,202.23 20010201 359 969,365.48 750 1,750,000 --
440,000.00 3,190.31 20010301 359 439,697.19 776 570,000 570,000
355,950.00 2,611.84 20010201 359 355,711.16 800 445,000 444,950
501,000.00 3,719.92 20010201 358 500,261.70 646 800,000 --
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 January 25, 2001, among Bank
of America Mortgage Securities, Inc., as Depositor, Bank of America,
N.A., as Servicer, and The Bank of New York, as Trustee
In connection with the administration of the Mortgage Loans held by you, as
Custodian, pursuant to the above-captioned Pooling and Servicing Agreement, we
request the release, and hereby acknowledge receipt, of the Mortgage File for
the Mortgage Loan described below, for the reason indicated.
Mortgage Loan Number:
Mortgagor Name, Address & Zip Code:
Reason for Requesting Documents (check one)
____ 1. Mortgage Paid in Full
____ 2. Foreclosure
____ 3. Substitution
____ 4. Other Liquidation
____ 5. Nonliquidation Reason: ___________________
By:
------------------------------------
(authorized signer of Bank of America
Mortgage Securities, Inc.)
Issuer:
---------------------------------
Address:
--------------------------------
----------------------------------------
Date:
-----------------------------------
Custodian
---------
The Bank of New York
Please acknowledge the execution of the above request by your signature and date
below:
---------------------------------- ---------------
Signature Date
Documents returned to Custodian:
----------------------------------- ----------------
Custodian Date
EXHIBIT F
FORM OF CERTIFICATION OF ESTABLISHMENT OF ACCOUNT
[Date]
[_______________] hereby certifies that it has established a [__________]
Account pursuant to Section [________] of the Pooling and Servicing Agreement,
dated January 25, 2001, among Bank of America Mortgage Securities, Inc., as
Depositor, Bank of America, N.A., as Servicer, and The Bank of New York, as
Trustee.
[ ],
----------------
By:
-------------------------------
Name:
-------------------------------
Title:
------------------------------
EXHIBIT G-1
FORM OF TRANSFEROR CERTIFICATE
FOR TRANSFERS OF PRIVATE CERTIFICATES
[Date]
The Bank of New York
101 Barclay Street - 12 E
New York, New York 10286
Re: Bank of America Mortgage Securities, Inc., Mortgage Pass-Through
Certificates, Series 2001-1, Class ___, having an initial aggregate
Certificate Balance as of January 25, 2001 of $___________
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
[______________] (the "Transferor") to [______________] (the "Transferee") of
the captioned Certificates (the "Transferred Certificates"), pursuant to Section
6.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated January 25, 2001, among Bank of America Mortgage Securities,
Inc., as Depositor, Bank of America, N.A., as Servicer, and The Bank of New
York, as Trustee. All capitalized terms used herein and not otherwise defined
shall have the respective meanings set forth in the Pooling and Servicing
Agreement. The Transferor hereby certifies, represents and warrants to you, as
Trustee, that:
1. _______ The Transferor is the lawful owner of the Transferred
Certificates with the full right to transfer such Certificates free from
any and all claims and encumbrances whatsoever.
2. _______ Neither the Transferor nor anyone acting on its behalf has
(a) offered, transferred, pledged, sold or otherwise disposed of any
Transferred Certificate, any interest in a Transferred Certificate or any
other similar security to any person in any manner, (b) solicited any offer
to buy or accept a transfer, pledge or other disposition of any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security from any person in any manner, (c) otherwise approached or
negotiated with respect to any Transferred Certificate, any interest in a
Transferred Certificate or any other similar security with any person in
any manner, (d) made any general solicitation with respect to any
Transferred Certificate, any interest in a Transferred Certificate or any
other similar security by means of general advertising or in any other
manner, or (e) taken any other action with respect to any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security, which (in the case of any of the acts described in clauses (a)
through (e) hereof) would constitute a distribution of the Transferred
Certificates under the Securities Act of 1933, as amended (the "1933 Act"),
would render the disposition of the Transferred Certificates a violation of
Section 5 of the 1933 Act or any state securities laws, or would require
registration or qualification of the Transferred Certificates pursuant to
the 1933 Act or any state securities laws.
Very truly yours,
----------------------------------
(Transferor)
By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------
EXHIBIT G-2A
FORM I OF TRANSFEREE CERTIFICATE
FOR TRANSFERS OF PRIVATE CERTIFICATES
[Date]
The Bank of New York
101 Barclay Street - 12 E
New York, New York 10286
Re: Bank of America Mortgage Securities, Inc., Mortgage Pass-Through
Certificates, Series 2001-1, Class ___, having an initial aggregate
Certificate Balance as of January 25, 2001 of $_________]
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
[_______________] (the "Transferor") to [_________________________________
(the "Transferee") of the captioned Certificates (the "Transferred
Certificates"), pursuant to Section 6.02 of the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated January 25, 2001, among Bank of
America Mortgage Securities, Inc., as Depositor, Bank of America, N.A., as
Servicer, and The Bank of New York, as Trustee. All capitalized terms used
herein and not otherwise defined shall have the respective meanings set forth in
the Pooling and Servicing Agreement. The Transferor hereby certifies, represents
and warrants to you, as Trustee, that:
1. The Transferee is a "qualified institutional buyer" (a "Qualified
Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A")
under the Securities Act of 1933, as amended (the "1933 Act"), and has
completed one of the forms of certification to that effect attached hereto
as Annex 1 and Annex 2. The Transferee is aware that the sale to it is
being made in reliance on Rule 144A. The Transferee is acquiring the
Transferred Certificates for its own account or for the account of another
Qualified Institutional Buyer, and understands that such Transferred
Certificates may be resold, pledged or transferred only (a) to a person
reasonably believed to be a Qualified Institutional Buyer that purchases
for its own account or for the account of another Qualified Institutional
Buyer to whom notice is given that the resale, pledge or transfer is being
made in reliance on Rule 144A, or (b) pursuant to another exemption from
registration under the 1933 Act.
2. The Transferee has been furnished with all information regarding
(a) the Depositor, (b) the Transferred Certificates and distributions
thereon, (c) the nature, performance and servicing of the Mortgage Loans,
(d) the Pooling and Servicing Agreement and the Trust created pursuant
thereto, (e) any credit enhancement mechanism associated with the
Transferred Certificate, and (f) all related matters, that it has
requested.
3. If the Transferee proposes that the Transferred Certificates be
registered in the name of a nominee, such nominee has completed the Nominee
Acknowledgment below.
Very truly yours,
----------------------------------
(Transferor)
By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------
Nominee Acknowledgment
----------------------
The undersigned hereby acknowledges and agrees that as to the Transferred
Certificates being registered in its name, the sole beneficial owner thereof is
and shall be the Transferee identified above, for whom the undersigned is acting
as nominee.
----------------------------------
(Nominee)
By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------
ANNEX 1 TO EXHIBIT G-2A
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Transferees Other Than Registered Investment Companies]
The undersigned hereby certifies as follows to [__________________] (the
"Transferor") and The Bank of New York, as Trustee, with respect to the mortgage
pass-through certificates (the "Transferred Certificates") described in the
Transferee certificate to which this certification relates and to which this
certification is an Annex:
1. As indicated below, the undersigned is the chief financial officer, a
person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificates (the "Transferee").
2. The Transferee is a "qualified institutional buyer" as that term is
defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended,
because (i) the Transferee owned and/or invested on a discretionary basis
$______________________(1) in securities (other than the excluded securities
referred to below) as of the end of the Transferee's most recent fiscal year
(such amount being calculated in accordance with Rule 144A) and (ii) the
Transferee satisfies the criteria in the category marked below.
___ 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.)
----------------------
(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.
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 Transferred
Yes No 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 Transferred
Yes No 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 2001-1, Class ___, having an initial aggregate
Certificate Principal Balance as of January 25, 2001 of $_________
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
[_______________________] (the "Transferor") to [_______________________] (the
"Transferee") of the captioned Certificates (the "Transferred Certificates"),
pursuant to Section 6.02 of the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement"), dated January 25, 2001, among Bank of America
Mortgage Securities, Inc., as Depositor, Bank of America, N.A., as Servicer, and
The Bank of New York, as Trustee. All capitalized terms used herein and not
otherwise defined shall have the respective meanings set forth in the Pooling
and Servicing Agreement. The Transferor hereby certifies, represents and
warrants to you, as Trustee, that:
1. Transferee is acquiring the Transferred Certificates for its own account
for investment and not with a view to or for sale or transfer in connection with
any distribution thereof, in whole or in part, in any manner which would violate
the Securities Act of 1933, as amended (the "1933 Act"), or any applicable state
securities laws.
2. Transferee understands that (a) the Transferred Certificates have not
been and will not be registered under the 1933 Act or registered or qualified
under any applicable state securities laws, (b) neither the Depositor nor the
Trustee is obligated so to register or qualify the Transferred Certificates and
(c) neither the Transferred Certificates nor any security issued in exchange
therefor or in lieu thereof may be resold or transferred unless such resale or
transfer is exempt from the registration requirements of the 1933 Act and any
applicable state securities laws or is made in accordance with the 1933 Act and
laws, in which case (i) unless the transfer is made in reliance on Rule 144A
under the 1933 Act, the Trustee or the Depositor may require a written Opinion
of Counsel (which may be in-house counsel) acceptable to and in form and
substance reasonably satisfactory to the Trustee and the Depositor that such
transfer may be made pursuant to an exemption, describing the applicable
exemption and the basis therefor, from the 1933 Act and such laws or is being
made pursuant to the 1933 Act and such laws, which Opinion of Counsel shall not
be an expense of the Trustee or the Depositor and (ii) the Trustee shall require
a certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached to the Pooling and Servicing Agreement as
Exhibit G-1 and a certificate from such Certificateholder's prospective
transferee substantially in the form attached to the Pooling and Servicing
Agreement either as Exhibit G-2A or as Exhibit G-2B, which certificates shall
not be an expense of the Trustee or the Depositor; provided that the foregoing
requirements under clauses (i) and (ii) shall not apply to a transfer of a
Private Certificate between or among the Depositor, the Seller, their affiliates
or both.
3. The Transferee understands that it may not sell or otherwise transfer
the Transferred Certificates, any security issued in exchange therefor or in
lieu thereof or any interest in the foregoing except in compliance with the
provisions of Section 6.02 of the Pooling and Servicing Agreement, which
provisions it has carefully reviewed, and that the Transferred Certificates will
bear legends substantially to the following effect:
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE
WITHOUT REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A
TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND
IN ACCORDANCE WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT
REFERENCED HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON
BEHALF OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL
RETIREMENT ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, AS AMENDED ("ERISA"), THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE"), OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT
IN "PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR
SIMILAR LAW. TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE
TRANSFEREE DELIVERS TO THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN
FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT,
AND IS NOT ACTING ON BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY
SUCH PLAN TO EFFECT SUCH PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY,
THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE IS AN "INSURANCE
COMPANY GENERAL ACCOUNT" (AS SUCH TERM IS DEFINED IN SECTION V(E) OF
PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 ("PTE 95-60"), 60 FED. REG.
35925 (JULY 12, 1995)), THERE IS NO BENEFIT PLAN WITH RESPECT TO WHICH THE
AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES FOR THE
CONTRACT(S) HELD BY OR ON BEHALF OF SUCH BENEFIT PLAN AND ALL OTHER BENEFIT
PLANS MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN
SECTION V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS
10% OF THE TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT
(AS SUCH AMOUNTS ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE
DATE OF ACQUISITION AND ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL
ACCOUNT ARE PLANS TO WHICH PTE 95-60 APPLIES, OR (II) AN OPINION OF
COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE
SERVICER, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE BY
OR ON BEHALF OF SUCH PLAN WILL NOT RESULT IN THE ASSETS OF THE TRUST BEING
DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA, THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT THE
DEPOSITOR, THE SERVICER OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE
MADE THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO
IN THE PRECEDING SENTENCE UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH
REPRESENTATION LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE
PRECEDING SENTENCE TO THE TRUSTEE. THE POOLING AND SERVICING AGREEMENT
PROVIDES THAT ANY ATTEMPTED OR PURPORTED TRANSFER IN VIOLATION OF THESE
TRANSFER RESTRICTIONS WILL BE NULL AND VOID AND WILL VEST NO RIGHTS IN ANY
PURPORTED TRANSFEREE.
4. Neither the Transferee nor anyone acting on its behalf has (a) offered,
transferred, pledged, sold or otherwise disposed of any Transferred Certificate,
any interest in a Transferred Certificate or any other similar security to any
person in any manner, (b) solicited any offer to buy or accept a transfer,
pledge or other disposition of any Transferred Certificate, any interest in a
Transferred Certificate or any other similar security from any person in any
manner, (c) otherwise approached or negotiated with respect to any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security with any person in any manner, (d) made any general solicitation by
means of general advertising or in any other manner, or (e) taken any other
action, that (in the case of any of the acts described in clauses (a) through
(e) above) would constitute a distribution of the Transferred Certificates under
the 1933 Act, would render the disposition of the Transferred Certificates a
violation of Section 5 of the 1933 Act or any state securities law or would
require registration or qualification of the Transferred Certificates pursuant
thereto. The Transferee will not act, nor has it authorized nor will it
authorize any person to act, in any manner set forth in the foregoing sentence
with respect to the Transferred Certificates, any interest in the Transferred
Certificates or any other similar security.
5. The Transferee has been furnished with all information regarding (a) the
Depositor, (b) the Transferred Certificates and distributions thereon, (c)
nature, performance and servicing of the Mortgage Loans., (d) the Pooling and
Servicing Agreement and the Trust created pursuant thereto, (e) any credit
enhancement mechanism associated with the Transferred Certificates, and (f) all
related matters, that it has requested.
6. The Transferee is an "accredited investor" within the meaning of
paragraph (1), (2), (3) or (7) of Rule 501 (a) under the 1933 Act or an entity
in which all the equity owners come within such paragraphs and has such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of an investment in the Transferred
Certificates; the Transferee has sought such accounting, legal and tax advice as
it has considered necessary to make an informed investment decision; and the
Transferee is able to bear the economic risks of such an investment and can
afford a complete loss of such investment.
7. If the Transferee proposes that the Transferred Certificates be
registered in the name of a nominee, such nominee has completed the Nominee
Acknowledgment below.
Very truly yours,
----------------------------------------
(Transferee)
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
Date:
-----------------------------------
Nominee Acknowledgment
The undersigned hereby acknowledges and agrees that as to the Transferred
Certificates being registered in its name, the sole beneficial owner thereof is
and shall be the Transferee identified above, for whom the undersigned is acting
as nominee.
----------------------------------------
(Nominee)
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
EXHIBIT H
FORM OF TRANSFEREE REPRESENTATION LETTER
FOR BENEFIT PLAN-RESTRICTED CERTIFICATES
The Bank of New York
101 Barclay Street - 12 E
New York, New York 10286
Re: Bank of America Mortgage Securities, Inc., Mortgage Pass-Through
Certificates, Series 2001-1, Class ___, having an initial aggregate
Certificate Principal Balance as of January 25, 2001 of $_________
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
[_______________________] (the "Transferor") to [_______________________] (the
"Transferee") of the captioned Certificates (the "Transferred Certificates"),
pursuant to Section 6.02 of the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement"), dated January 25, 2001, among Bank of America
Mortgage Securities, Inc., as Depositor, Bank of America, N.A., as Servicer, and
The Bank of New York, as Trustee. All capitalized terms used herein and not
otherwise defined shall have the respective meanings set forth in the Pooling
and Servicing Agreement.
The Transferee hereby certifies, represents and warrants to you, as
Trustee, either that:
(a) it is not, and is not acting on behalf of, an employee benefit plan or
arrangement, including an individual retirement account, subject to the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), the Internal
Revenue Code of 1986, as amended (the "Code"), or any federal, state or local
law ("Similar Law") which is similar to ERISA or the Code (collectively, a
"Plan"), and it is not using the assets of any such Plan to effect the purchase
of the Transferred Certificates; or
(b) it is an insurance company and the source of funds used to purchase the
Transferred Certificates is an "insurance company general account" (as defined
in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTE 95-60"),
60 Fed. Reg. 35925 (July 12, 1995)), there is no Plan with respect to which the
amount of such general account's reserves and liabilities for the contract(s)
held by or on behalf of such Plan and all other Plans maintained by the same
employer (or affiliate thereof as defined in Section V(a)(1) of PTE 95-60) or by
the same employee organization exceeds 10% of the total of all reserves and
liabilities of such general account (as such amounts are determined under
Section I(a) of PTE 95-60) at the date of acquisition and all Plans that have an
interest in such general account are Plans to which PTE 95-60 applies.
Capitalized terms used in and not otherwise defined herein shall have the
meaning assigned to them in the Pooling and Servicing Agreement.
Very truly yours,
----------------------------------------
(Transferee)
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
Date:
-----------------------------------
EXHIBIT I
FORM OF AFFIDAVIT REGARDING TRANSFER OF
RESIDUAL CERTIFICATE PURSUANT TO SECTION 6.02
Bank of America Mortgage Securities, Inc.
Mortgage Pass-Through Certificates,
Series 2001-1
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 or Class A-LR
Certificate (the "Certificate") issued pursuant to the Pooling and Servicing
Agreement, dated January 25, 2001, (the "Agreement"), relating to the
above-referenced Series, by and among Bank of America Mortgage Securities, Inc.,
as depositor (the "Depositor"), Bank of America, N.A., as servicer, and The Bank
of New York, as trustee. Capitalized terms used but not defined herein shall
have the meanings ascribed to such terms in the Agreement. The Transferee has
authorized the undersigned to make this affidavit on behalf of the Transferee.
2. The Transferee is, as of the date hereof, and will be, as of the date of
the transfer, a Permitted Transferee. The Transferee is acquiring the
Certificate either (i) for its own account or (ii) as nominee, trustee or agent
for another Person who is a Permitted Transferee and has attached hereto an
affidavit from such Person in substantially the same form as this affidavit. The
Transferee has no knowledge that any such affidavit is false.
3. The Transferee has been advised of, and understands that (i) a tax will
be imposed on Transfers of the Certificate to Persons that are not Permitted
Transferees; (ii) such tax will be imposed on the transferor, or, if such
transfer is through an agent (which includes a broker, nominee or middleman) for
a Person that is not a Permitted Transferee, on the agent; and (iii) the Person
otherwise liable for the tax shall be relieved of liability for the tax if the
subsequent Transferee furnished to such Person an affidavit that such subsequent
Transferee is a Permitted Transferee and, at the time of transfer, such Person
does not have actual knowledge that the affidavit is false.
4. The Transferee has been advised of, and understands that a tax will be
imposed on a "pass-through entity" holding the Certificate if at any time during
the taxable year of the pass-through entity a Person that is not a Permitted
Transferee is the record Holder of an interest in such entity. The Transferee
understands that, other than in the case of an "electing large partnership"
under Section 775 of the Code, such tax will not be imposed for any period with
respect to which the record Holder furnishes to the pass-through entity an
affidavit that such record Holder is a Permitted Transferee and the pass-through
entity does not have actual knowledge that such affidavit is false. (For this
purpose, a "pass-through entity" includes a regulated investment company, a real
estate investment trust or common trust fund, a partnership, trust or estate,
and certain cooperatives and, except as may be provided in Treasury Regulations,
persons holding interests in pass-through entities as a nominee for another
Person.)
5. The Transferee has reviewed the provisions of Section 6.02 of the
Agreement and understands the legal consequences of the acquisition of the
Certificate including, without limitation, the restrictions on subsequent
Transfers and the provisions regarding voiding the transfer and mandatory sales.
The Transferee expressly agrees to be bound by and to abide by the provisions of
Section 6.02 of the Agreement and the restrictions noted on the face of the
Certificate. The Transferee understands and agrees that any breach of any of the
representations included herein shall render the transfer to the Transferee
contemplated hereby null and void.
6. The Transferee agrees to require a transfer affidavit in the form of
this Affidavit from any Person to whom the Transferee attempts to transfer the
Certificate, and in connection with any transfer by a Person for whom the
Transferee is acting as nominee, trustee or agent, and the Transferee will not
transfer the Certificate or cause the Certificate to be transferred to any
Person that the Transferee knows is not a Permitted Transferee.
7. The Transferee historically has paid its debts as they have become due.
8. The Transferee does not have the intention to impede the assessment or
collection of any tax legally required to be paid with respect to the
Certificate.
9. The Transferee's taxpayer identification number is ____________________.
10. The Transferee is a U.S. Person as defined in Code Section 7701(a)(30).
11. The Transferee is aware that the Certificate may be a "noneconomic
residual interest" within the meaning of proposed Treasury Regulations
promulgated pursuant to the Code and that the transferor of a noneconomic
residual interest will remain liable for any taxes due with respect to the
income on such residual interest, unless no significant purpose of the transfer
was to impede the assessment or collection of tax. The Transferee understands
that it may incur tax liabilities with respect to the Certificate in excess of
cash flows generated thereby, and agrees to pay taxes associated with holding
the Certificate as such taxes become due.
12. The Transferee is not an employee benefit plan or arrangement,
including an individual retirement account, subject to ERISA, the Code or any
federal, state or local law which is similar to ERISA or the Code, and the
Transferee is not acting on behalf of such a plan or arrangement.
* * *
IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
duly authorized officer this _____ day of ________________, ____.
Print Name of Transferee
By:
-------------------------------------
Name:
Title:
Personally appeared before me the above-named ________________________,
known or proved to me to be the same person who executed the foregoing
instrument and to be the _______________________ of the Transferee, and
acknowledged that he executed the same as his free act and deed and the free act
and deed of the Transferee.
Subscribed and sworn before me this _____ day of _______________________,
____
__________________________________
NOTARY PUBLIC
My Commission expires the ____ day
of ______________, ____
EXHIBIT J
CONTENTS OF THE SERVICER MORTGAGE FILE
1. Copies of Mortgage Loans Documents.
2. Residential loan application.
3. Mortgage Loan closing statement.
4. Verification of employment and income, if required.
5. Verification of acceptable evidence of source and amount of downpayment.
6. Credit report on Mortgagor, in a form acceptable to either FNMA or FHLMC.
7. Residential appraisal report.
8. Photograph of the Mortgaged Property.
9. Survey of the Mortgaged Property, unless a survey is not required by the
title insurer.
10. Copy of each instrument necessary to complete identification of any
exception set forth in the exception schedule in the title policy, i.e.,
map or plat, restrictions, easements, home owner association declarations,
etc.
11. Copies of all required disclosure statements.
12. If applicable, termite report, structural engineer's report, water
potability and septic certification.
13. Sales Contract, if applicable.
14. The Primary Insurance Policy or certificate of insurance or an electronic
notation of the existence of such policy, where required pursuant to the
Agreement.
15. Evidence of electronic notation of the hazard insurance policy, and if
required by law, evidence of the flood insurance policy.
EXHIBIT K
FORM OF SPECIAL SERVICING AGREEMENT
This Special ___ Servicing ___ Agreement (the ___ "Agreement") ___ is made
and entered into as of ___________________, between Bank of America, N.A. (the
"Servicer") and ___________________ (the "Loss Mitigation Advisor ").
PRELIMINARY STATEMENT
_________________ (the "Purchaser") is the holder of the entire interest in
Bank of America Mortgage Securities, Inc.; Mortgage Pass-Through Certificates,
Series ______, Class ____ (the "Class B Certificates"). The Class B Certificates
were issued pursuant to a Pooling and Servicing Agreement dated
___________________among Bank of America Mortgage Securities, Inc., as depositor
(the "Depositor"), the Servicer, and The Bank of New York, as Trustee.
The Purchaser has requested the Servicer to engage the Loss Mitigation
Advisor, at the Purchaser's expense, to assist the Servicer with respect to
default management and reporting situations for the benefit of the Purchaser.
In consideration of the mutual agreements herein contained, the receipt and
sufficiency of which are hereby acknowledged, the Servicer hereby engages the
Loss Mitigation Advisor to provide advice in connection with default management
and reporting situations with respect to defaulted loans, including providing to
the Servicer recommendations with respect to foreclosures, the acceptance of
so-called short payoffs, deeds in lieu of or in aid of foreclosure and
deficiency notes, as well as with respect to the sale of REO properties. The
Loss Mitigation Advisor hereby accepts such engagement, and acknowledges that
its fees will be paid by the Purchaser and not the Servicer, and that it will
not look to the Servicer for financial remuneration. It is the intent of the
parties to this Agreement that the services of the Loss Mitigation Advisor are
provided without fee to the Servicer for the benefit of the Purchaser for the
life of the Class B Certificates.
ARTICLE I
DEFINITIONS
Section 1.01. Defined Terms.
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the following meanings:
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day
on which banking institutions in the State of New York are required or
authorized by law or executive order to be closed.
Commencement of Foreclosure: The first official action required under local
law in order to commence foreclosure proceedings or to schedule a trustee's sale
under a deed of trust, including (i) in the case of a mortgage, any filing or
service of process necessary to commence an action to foreclose, or (ii) in the
case of a deed of trust, the posting, publishing, filing or delivery of a notice
of sale.
Delay of Foreclosure: The postponement for more than three Business Days of
the scheduled sale of Mortgaged Property to obtain satisfaction of a Mortgage
Loan.
Loss Mitigation Advisor: ______________.
Purchaser: _______________________, or the holder of record of the Class B
Certificates.
Short Payoff: Liquidation of a Mortgage Loan at less than the full amount
of the outstanding balance of the Mortgage Loan plus advances and costs through
a negotiated settlement with the borrower, which may include a deed-in-lieu of
foreclosure or sale of the property or of the promissory note secured by the
collateral property to a third party, in either case with or without a
contribution toward any resulting deficiency by the borrower.
Section 1.02. Definitions Incorporated by Reference.
All capitalized terms not otherwise defined in this Agreement shall have
the meanings assigned in the Pooling and Servicing Agreements.
ARTICLE II
SPECIAL SERVICING PROCEDURES
Section 2.01. Reports and Notices.
(a) In connection with the performance of its duties under the Pooling and
Servicing Agreement relating to the realization upon defaulted Mortgage Loans,
the Servicer shall use reasonable efforts to provide to the Loss Mitigation
Advisor with the following notices and reports. All such notices and reports may
be sent to the Loss Mitigation Advisor by telecopier, electronic mail, express
mail or regular mail.
(i) The Servicer shall within five Business Days after each
Distribution Date either: (A) provide to the Loss Mitigation Advisor a
written or electronic report, using the same methodology and calculations
as in its standard servicing reports, indicating for the trust fund formed
by the Pooling and Servicing Agreement, the number of Mortgage Loans that
are (1) sixty days delinquent, (2) ninety days or more delinquent, (3) in
foreclosure or (4) real estate owned (REO), and indicating for each such
Mortgage Loan the loan number, whether the loan is in bankruptcy or paying
under the terms of a repayment plan, the reason for default, and
outstanding principal balance; or (B) provide the information detailed in
(A) to a data service provider of the Loss Mitigation Advisor's choice in
an electronic format acceptable to that data service provider. Provision of
the information to a service provider other than that specified by the Loss
Mitigation Advisor is acceptable.
(ii) Prior to a Delay of Foreclosure in connection with any Mortgage
Loan, the Servicer shall provide the Loss Mitigation Advisor with a notice
of such proposed and imminent delay, stating the loan number, the aggregate
amount owing under the Mortgage Loan, and the reason and justification for
delaying foreclosure action. All notices and supporting documentation
pursuant to this subsection may be provided via telecopier, express mail or
electronic mail.
(iii) Prior to accepting any Short Payoff in connection with any
Mortgage Loan, the Servicer shall provide the Loss Mitigation Advisor with
a notice of such proposed and imminent Short Payoff, stating the loan
number, the aggregate amount owing under the Mortgage Loan, and the
justification for accepting the proposed Short Payoff. Such notice may be
sent by telecopier, express mail, electronic mail or regular mail.
(iv) Within five (5) business days of each Distribution Date, the
Servicer shall provide the Loss Mitigation Advisor with a report listing
each loan that has resulted in a realized loss that has been reported to
the trustee. Such report shall specify the loan number, the outstanding
principal balance of the loan upon its liquidation, the realized loss, and
the following components of realized loss: foreclosure costs, advances,
mortgage insurance proceeds, marketing and property rehabilitation costs,
and other costs. Such report may be provided by telecopier, express mail,
regular mail or electronic mail. The Loss Mitigation Advisor shall have at
least ten (10) business days in which to respond with reasonable questions
or requests for additional information regarding the amounts reported as
realized losses, and the Servicer shall within five (5) business days of
receipt of the Loss Mitigation Advisor's questions or additional
information requests provide responses to such questions and requests.
(v) Within five (5) business days of receipt by the Servicer of an
offer to acquire an REO property at an amount that is more than 15% below
the most recent market valuation of that property obtained by the Servicer
(or if no such valuation has been obtained, the appraisal used in
connection with the originating of the related Mortgage Loan), the Servicer
shall notify the Loss Mitigation Advisor of such offer and shall provide a
justification for accepting such offer, if that is the Servicer's
recommendation.
(vi) Within five (5) business days of receipt by the Servicer that a
claim filed for mortgage insurance, or any part thereof, has been rejected
by the mortgage insurance provider, the Servicer shall provide a copy of
the rejected claim with explanations for the item or items rejected to the
Loss Mitigation Advisor.
(vii) Within five (5) business days of providing the trustee with any
notice regarding a mortgage loan substitution, loan modification, or loan
repurchase, the Servicer shall provide the Loss Mitigation Advisor with a
copy of the notice.
(b) If requested by the Loss Mitigation Advisor, the Servicer shall make
its servicing personnel available during its normal business hours to respond to
reasonable inquiries, in writing by facsimile transmission, express mail or
electronic mail, by the Loss Mitigation Advisor in connection with any Mortgage
Loan identified in a report under subsection 2.01 (a)(i), (a)(ii), (a)(iii) or
(a)(iv) which has been given to the Loss Mitigation Advisor; provided that the
Servicer shall only be required to provide information that is readily
accessible to their servicing personnel.
(c) In addition to the foregoing, the Servicer shall provide to the Loss
Mitigation Advisor such information as the Loss Mitigation Advisor may
reasonably request concerning each Mortgage Loan that is at least sixty days
delinquent and each Mortgage Loan which has become real estate owned, provided
that the Servicer shall only be required to provide information that is readily
accessible to its servicing personnel.
(d) With respect to all Mortgage Loans which are serviced at any time by
the Servicer through a subservicer, the Servicer shall be entitled to rely for
all purposes hereunder, including for purposes of fulfilling its reporting
obligations under this Section 2.01, on the accuracy and completeness of any
information provided to it by the applicable subservicer.
Section 2.02. Loss Mitigation Advisor's Recommendations With Respect to
Defaulted Loans.
(a) All parties to this Agreement acknowledge that the Loss Mitigation
Advisor's advice is made in the form of recommendations, and that the Loss
Mitigation Advisor does not have the right to direct the Servicer in performing
its duties under the Pooling and Servicing Agreement. The Servicer may, after
review and analysis of the Loss Mitigation Advisor's recommendation, accept or
reject it, in the Servicer's sole discretion, subject to the standards of the
Servicer to protect the interest of the Certificateholders set forth in the
Pooling and Servicing Agreement.
(b) Within two (2) business days of receipt of a notice of a foreclosure
delay, the Loss Mitigation Advisor shall provide the Servicer with a
recommendation regarding the delay, provided, however, that if additional
information is required on which to base a recommendation, the Loss Mitigation
Advisor shall notify the Servicer of the additional information needed within
the allotted time, and the Servicer shall promptly provide such information and
the Loss Mitigation Advisor shall then submit to the Servicer its
recommendation. The Loss Mitigation Advisor may recommend that additional
procedures be undertaken to further analyze the property, the borrower, or
issues related to the default or foreclosure. Such additional procedures may
include asset searches, property valuations, legal analysis or other procedures
that are warranted by the circumstances of the property, borrower or
foreclosure. The Loss Mitigation Advisor may recommend such other actions as are
warranted by the circumstances of the property, borrower or foreclosure.
(c) Within two (2) business days of receipt of a notice of a proposed Short
Payoff, the Loss Mitigation Advisor shall provide the Servicer with a
recommendation regarding the proposed Short Payoff, provided, however, that if
additional information is required on which to base a recommendation, the Loss
Mitigation Advisor shall notify the Servicer of the additional information
needed within two business days, and the Servicer shall promptly provide such
information and the Loss Mitigation Advisor shall then submit to the Servicer
its recommendation. The Loss Mitigation Advisor's recommendation may take the
form of concurring with the proposed Short Payoff, recommending against such
Short Payoff, with a justification provided, or proposing a counteroffer.
(d) Within two (2) business days of receipt of a notice of an REO sale at
an amount that is more than 15% below the recent market valuation of that
property, the Loss Mitigation Advisor shall provide the Servicer with its
recommendation. The Loss Mitigation Advisor's recommendation may take the form
of concurring with the proposed below-market sale, recommending against such
below-market sale, or proposing a counteroffer.
Section 2.03. Termination.
(a) With respect to all Mortgage Loans included in a trust fund, the
Servicer's obligations under Section 2.01 and Section 2.02 shall terminate at
such time as the Certificate Principal Balances of the related Class B
Certificates have been reduced to zero.
(b) The Loss Mitigation Advisor's responsibilities under this Agreement
shall terminate upon the termination of the fee agreement between the Purchaser
or its successor and the Loss Mitigation Advisor. The Loss Mitigation Advisor
shall promptly notify the Servicer of the date of termination of such fee
agreement, but in no event later than 5:00 P.M., EST, on the effective date
thereof.
(c) Neither the Servicer nor any of its directors, officers, employees or
agents shall be under any liability for any action taken or for refraining from
the taking of any action in good faith pursuant to this Agreement, or for errors
in judgment; provided, however, that this provision shall not protect the
Servicer or any such Person against any liability which would otherwise be
imposed by reason of willful misfeasance, bad faith or gross negligence in the
performance of duties or by reason of reckless disregard of obligations and
duties hereunder. The Servicer and the Loss Mitigation Advisor and any director,
officer, employee or agent thereof may rely in good faith on any document of any
kind prima facie properly executed and submitted by any Person respecting any
matters arising hereunder. Neither the Loss Mitigation Advisor, its directors,
officers, employees or agents shall be under any liability for any actions taken
by the Servicer based upon the recommendation pursuant to this Agreement,
provided they are made in good faith.
ARTICLE III
MISCELLANEOUS PROVISIONS
Section 3.01. Amendment.
This Agreement may be amended from time to time by the Servicer and the
Loss Mitigation Advisor by written agreement signed by the Servicer and the Loss
Mitigation Advisor.
Section 3.02. Counterparts.
This Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument.
Section 3.03. Governing Law.
This Agreement shall be construed in accordance with the laws of the State
of New York and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.
Section 3.04. Notices.
All demands, notices and direction hereunder shall be in writing or by
telecopier and shall be deemed effective upon receipt to:
(a) in the case of the Servicer,
Bank of America, N.A.
201 North Tryon Street
Charlotte, North Carolina 28255
Attn: Secondary Marketing with a copy to the General Counsel
or such other address as may hereafter be furnished in writing by the Servicer,
(b) in the case of the Loss Mitigation Advisor,
-----------------------
(c) in the case of the Purchaser:
-----------------------
Section 3.05. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever, including regulatory, held
invalid, then such covenants, agreements, provisions or terms shall be deemed
severable from the remaining covenants, agreements, provisions or terms of this
Agreement and shall in no way affect the validity or enforceability of the other
provisions of this Agreement.
Section 3.06. Successors and Assigns.
(a) The provisions of this Agreement shall be binding upon and inure to the
benefit of the respective successors and assigns of the parties hereto, and all
such provisions shall inure to the benefit of the Certificateholders.
(b) The Servicer shall notify the Loss Mitigation Advisor of the assignment
of its duties to any successor servicer within thirty (30) days prior to such
assignment, and shall provide the name, address, telephone number and telecopier
number for the successor to the Loss Mitigation Advisor.
Section 3.07. Article and Section Headings.
The article and section headings herein are for convenience of reference
only and shall not limit or otherwise affect the meaning hereof.
Section 3.08. Confidentiality.
The Servicer acknowledges the confidentiality of this Agreement and will
not release or republish its contents without the consent of the Loss Mitigation
Advisor except to the extent required by law, regulation or court order.
The Loss Mitigation Advisor agrees that all information supplied by or on
behalf of the Servicer under this Agreement, is the property of the Servicer.
The Loss Mitigation Advisor shall keep in strictest confidence all information
relating to this Agreement, including, without limitation, individual account
information and other information supplied by or on behalf of the Servicer
pursuant to Section 2.01, and that information which may be acquired in
connection with or as a result of this Agreement. During the term of this
Agreement and at any time thereafter, without the prior written consent of the
Servicer, the Loss Mitigation Advisor shall not publish, communicate, divulge,
disclose or use any of such information. Upon termination or expiration of this
Agreement, the Loss Mitigation Advisor shall deliver all records, data,
information, and other documents and all copies thereof supplied by or on behalf
of the Servicer pursuant to Section 2.01 to the Servicer and such shall remain
the property of the Servicer.
Section 3.09. Independent Contractor.
In all matters relating to this Agreement, the Loss Mitigation Advisor
shall be acting as an independent contractor. Neither the Loss Mitigation
Advisor nor any employees of the Loss Mitigation Advisor are employees or agents
of the Servicer under the meaning or application of any Federal or State
Unemployment or Insurance Laws or Workmen's Compensation Laws, or otherwise. The
Loss Mitigation Advisor shall assume all liabilities or obligations imposed by
any one or more of such laws with respect to the employees of the Loss
Mitigation Advisor in the performance of this Agreement. The Loss Mitigation
Advisor shall not have any authority to assume or create any obligation, express
or implied, on behalf of the Servicer, and the Loss Mitigation Advisor shall not
have the authority to represent itself as an agent, employee, or in any other
capacity of the Servicer.
IN WITNESS WHEREOF, the Servicer and the Loss Mitigation Advisor have
caused their names to be signed hereto by their respective officers thereunto
duly authorized, all as of the day and year first above written.
Bank of America, N.A.
By:___________________________________
Name:_________________________________
Title:________________________________
Loss Mitigation Advisor
-----------------------
By:___________________________________
Name:
Title:
PURCHASER'S ACKNOWLEDGEMENT AND AGREEMENT
Purchaser executes this agreement for the purpose of acknowledging the limited
obligations of the Servicer in respect of the Loss Mitigation Advisor's
recommendation, as described in Section 2.02(a) hereof and confirming to the
Servicer that (i) it shall be solely responsible for the payment of the fees of
the Loss Mitigation Advisor pursuant to the terms of an agreement between
Purchaser and Loss Mitigation Advisor dated _____________, 20__ and (ii)
Purchaser upon transfer of its interest in any of the Class B Certificates or
any part thereof will require its successor to consent to this Special Servicing
Agreement and to pay any of the fees due to the Loss Mitigation Advisor pursuant
to the agreement referenced in clause (i) above.
Purchaser
By:____________________________________
Name:__________________________________
Title:_________________________________
EXHIBIT L
Principal Balance Schedules
PAYMENT DATE PAC GROUP CLASS A-24
2/25/01 155,514,215.25 62,395,000.00
3/25/01 155,112,660.28 62,395,000.00
4/25/01 154,643,418.20 62,395,000.00
5/25/01 154,106,615.48 62,395,000.00
6/25/01 153,502,422.00 62,395,000.00
7/25/01 152,831,051.07 62,395,000.00
8/25/01 152,092,759.40 62,395,000.00
9/25/01 151,287,846.98 62,395,000.00
10/25/01 150,416,657.01 62,395,000.00
11/25/01 149,479,575.66 62,395,000.00
12/25/01 148,477,031.93 62,395,000.00
1/25/02 147,409,497.30 62,395,000.00
2/25/02 146,277,485.47 62,395,000.00
3/25/02 145,081,551.98 62,395,000.00
4/25/02 143,822,293.82 62,395,000.00
5/25/02 142,500,348.95 62,395,000.00
6/25/02 141,116,395.83 62,395,000.00
7/25/02 139,671,152.87 62,395,000.00
8/25/02 138,165,377.85 62,395,000.00
9/25/02 136,599,867.28 62,395,000.00
10/25/02 134,975,455.75 62,395,000.00
11/25/02 133,293,015.17 62,395,000.00
12/25/02 131,553,454.08 61,376,109.86
1/25/03 129,757,716.81 60,325,111.42
2/25/03 127,906,782.64 59,242,453.41
3/25/03 126,001,664.97 58,128,600.29
4/25/03 124,043,410.36 56,984,031.92
5/25/03 122,033,427.14 55,809,425.15
6/25/03 119,972,818.73 54,605,286.56
7/25/03 117,925,624.13 53,406,874.42
8/25/03 115,891,757.37 52,214,157.84
9/25/03 113,871,133.04 51,027,106.05
10/25/03 111,863,666.29 49,845,688.46
11/25/03 109,869,272.82 48,669,874.60
12/25/03 107,887,868.90 47,499,634.17
1/25/04 105,919,371.32 46,334,937.03
2/25/04 103,963,697.45 45,175,753.18
3/25/04 102,020,765.17 44,022,052.75
4/25/04 100,090,492.91 42,873,806.05
5/25/04 98,172,799.64 41,730,983.51
6/25/04 96,267,604.87 40,593,555.72
7/25/04 94,374,828.60 39,461,493.42
8/25/04 92,494,391.40 38,334,767.48
9/25/04 90,626,214.33 37,213,348.92
10/25/04 88,770,218.99 36,097,208.91
11/25/04 86,926,327.47 34,986,318.74
12/25/04 85,094,462.40 33,880,649.88
1/25/05 83,274,546.89 32,780,173.91
2/25/05 81,466,504.57 31,684,862.55
3/25/05 79,670,259.57 30,594,687.67
4/25/05 77,885,736.52 29,509,621.29
5/25/05 76,112,860.54 28,429,635.53
6/25/05 74,351,557.25 27,354,702.70
7/25/05 72,601,752.75 26,284,795.19
8/25/05 70,863,373.62 25,219,885.57
9/25/05 69,136,346.95 24,159,946.53
10/25/05 67,420,600.28 23,104,950.87
11/25/05 65,716,061.64 22,054,871.57
12/25/05 64,022,659.53 21,009,681.71
1/25/06 62,340,322.93 19,969,354.50
2/25/06 60,692,521.60 18,946,700.70
3/25/06 59,055,550.44 17,928,809.88
4/25/06 57,429,339.56 16,915,655.48
5/25/06 55,813,819.50 15,907,211.06
6/25/06 54,208,921.27 14,903,450.32
7/25/06 52,614,576.33 13,904,347.05
8/25/06 51,030,716.58 12,909,875.20
9/25/06 49,457,274.37 11,921,359.94
10/25/06 47,894,182.48 10,972,767.48
11/25/06 46,341,374.15 10,062,497.22
12/25/06 44,798,783.02 9,189,011.26
1/25/07 43,266,343.20 8,350,831.94
2/25/07 41,762,572.26 7,573,987.71
3/25/07 40,306,558.83 6,828,866.37
4/25/07 38,896,844.48 6,114,174.20
5/25/07 37,532,014.52 5,428,668.54
6/25/07 36,210,696.71 4,771,155.83
7/25/07 34,931,560.02 4,140,489.67
8/25/07 33,693,313.38 3,535,569.02
9/25/07 32,494,704.49 2,955,336.37
10/25/07 31,334,518.66 2,398,776.05
11/25/07 30,211,577.75 1,864,912.61
12/25/07 29,124,738.97 1,352,809.25
1/25/08 28,072,893.96 861,566.28
2/25/08 27,108,892.40 435,258.33
3/25/08 26,176,053.91 26,279.99
4/25/08 25,273,406.82 0
5/25/08 24,400,009.13 0
6/25/08 23,554,947.57 0
7/25/08 22,737,336.75 0
8/25/08 21,946,318.33 0
9/25/08 21,181,060.19 0
10/25/08 20,440,755.63 0
11/25/08 19,724,622.64 0
12/25/08 19,031,903.13 0
1/25/09 18,361,862.22 0
2/25/09 17,756,695.48 0
3/25/09 17,170,928.63 0
4/25/09 16,603,952.75 0
5/25/09 16,055,177.72 0
6/25/09 15,524,031.67 0
7/25/09 15,009,960.41 0
8/25/09 14,512,426.87 0
9/25/09 14,030,910.63 0
10/25/09 13,564,907.33 0
11/25/09 13,113,928.28 0
12/25/09 12,677,499.88 0
1/25/10 12,255,163.24 0
2/25/10 11,878,199.88 0
3/25/10 11,512,685.72 0
4/25/10 11,158,276.20 0
5/25/10 10,814,637.02 0
6/25/10 10,481,443.88 0
7/25/10 10,158,382.20 0
8/25/10 9,845,146.80 0
9/25/10 9,541,441.62 0
10/25/10 9,246,979.46 0
11/25/10 8,961,481.73 0
12/25/10 8,684,678.16 0
1/25/11 8,416,306.59 0
2/25/11 8,156,112.68 0
3/25/11 7,903,849.74 0
4/25/11 7,659,278.44 0
5/25/11 7,422,166.64 0
6/25/11 7,192,289.13 0
7/25/11 6,969,427.48 0
8/25/11 6,753,369.79 0
9/25/11 6,543,910.49 0
10/25/11 6,340,850.22 0
11/25/11 6,143,995.55 0
12/25/11 5,953,158.89 0
1/25/12 5,768,158.26 0
2/25/12 5,588,817.12 0
3/25/12 5,414,964.27 0
4/25/12 5,246,433.61 0
5/25/12 5,083,064.05 0
6/25/12 4,924,699.33 0
7/25/12 4,771,187.86 0
8/25/12 4,622,382.64 0
9/25/12 4,478,141.07 0
10/25/12 4,338,324.82 0
11/25/12 4,202,799.73 0
12/25/12 4,071,435.68 0
1/25/13 3,944,106.46 0
2/25/13 3,820,689.63 0
3/25/13 3,701,066.47 0
4/25/13 3,585,121.80 0
5/25/13 3,472,743.92 0
6/25/13 3,363,824.49 0
7/25/13 3,258,258.43 0
8/25/13 3,155,943.82 0
9/25/13 3,056,781.82 0
10/25/13 2,960,676.56 0
11/25/13 2,867,535.04 0
12/25/13 2,777,267.10 0
1/25/14 2,689,785.27 0
2/25/14 2,605,004.73 0
3/25/14 2,522,843.19 0
4/25/14 2,443,220.88 0
5/25/14 2,366,060.41 0
6/25/14 2,291,286.75 0
7/25/14 2,218,827.09 0
8/25/14 2,148,610.87 0
9/25/14 2,080,569.62 0
10/25/14 2,014,636.96 0
11/25/14 1,950,748.50 0
12/25/14 1,888,841.82 0
1/25/15 1,828,856.36 0
2/25/15 1,770,733.40 0
3/25/15 1,714,415.99 0
4/25/15 1,659,848.92 0
5/25/15 1,606,978.64 0
6/25/15 1,555,753.20 0
7/25/15 1,506,122.26 0
8/25/15 1,458,036.98 0
9/25/15 1,411,449.99 0
10/25/15 1,366,315.38 0
11/25/15 1,322,588.62 0
12/25/15 1,280,226.52 0
1/25/16 1,239,187.22 0
2/25/16 1,199,430.10 0
3/25/16 1,160,915.80 0
4/25/16 1,123,606.14 0
5/25/16 1,087,464.11 0
6/25/16 1,052,453.79 0
7/25/16 1,018,540.40 0
8/25/16 985,690.18 0
9/25/16 953,870.41 0
10/25/16 923,049.35 0
11/25/16 893,196.25 0
12/25/16 864,281.27 0
1/25/17 836,275.50 0
2/25/17 809,150.88 0
3/25/17 782,880.24 0
4/25/17 757,437.21 0
5/25/17 732,796.23 0
6/25/17 708,932.52 0
7/25/17 685,822.05 0
8/25/17 663,441.54 0
9/25/17 641,768.40 0
10/25/17 620,780.74 0
11/25/17 600,457.33 0
12/25/17 580,777.59 0
1/25/18 561,721.57 0
2/25/18 543,269.93 0
3/25/18 525,403.93 0
4/25/18 508,105.37 0
5/25/18 491,356.65 0
6/25/18 475,140.68 0
7/25/18 459,440.89 0
8/25/18 444,241.24 0
9/25/18 429,526.16 0
10/25/18 415,280.57 0
11/25/18 401,489.85 0
12/25/18 388,139.81 0
1/25/19 375,216.71 0
2/25/19 362,707.25 0
3/25/19 350,598.50 0
4/25/19 338,877.95 0
5/25/19 327,533.47 0
6/25/19 316,553.31 0
7/25/19 305,926.06 0
8/25/19 295,640.68 0
9/25/19 285,686.46 0
10/25/19 276,053.03 0
11/25/19 266,730.32 0
12/25/19 257,708.59 0
1/25/20 248,978.39 0
2/25/20 240,530.56 0
3/25/20 232,356.23 0
4/25/20 224,446.80 0
5/25/20 216,793.92 0
6/25/20 209,389.52 0
7/25/20 202,225.77 0
8/25/20 195,295.09 0
9/25/20 188,590.11 0
10/25/20 182,103.72 0
11/25/20 175,829.01 0
12/25/20 169,759.28 0
1/25/21 163,888.06 0
2/25/21 158,209.05 0
3/25/21 152,716.17 0
4/25/21 147,403.52 0
5/25/21 142,265.38 0
6/25/21 137,296.21 0
7/25/21 132,490.65 0
8/25/21 127,843.49 0
9/25/21 123,349.69 0
10/25/21 119,004.36 0
11/25/21 114,802.79 0
12/25/21 110,740.38 0
1/25/22 106,812.69 0
2/25/22 103,015.43 0
3/25/22 99,344.41 0
4/25/22 95,795.61 0
5/25/22 92,365.11 0
6/25/22 89,049.11 0
7/25/22 85,843.96 0
8/25/22 82,746.08 0
9/25/22 79,752.04 0
10/25/22 76,858.50 0
11/25/22 74,062.22 0
12/25/22 71,360.06 0
1/25/23 68,749.01 0
2/25/23 66,226.11 0
3/25/23 63,788.52 0
4/25/23 61,433.48 0
5/25/23 59,158.32 0
6/25/23 56,960.46 0
7/25/23 54,837.38 0
8/25/23 52,786.67 0
9/25/23 50,805.97 0
10/25/23 48,893.00 0
11/25/23 47,045.57 0
12/25/23 45,261.53 0
1/25/24 43,538.82 0
2/25/24 41,875.44 0
3/25/24 40,269.44 0
4/25/24 38,718.96 0
5/25/24 37,222.17 0
6/25/24 35,777.31 0
7/25/24 34,382.68 0
8/25/24 33,036.63 0
9/25/24 31,737.56 0
10/25/24 30,483.92 0
11/25/24 29,274.21 0
12/25/24 28,106.98 0
1/25/25 26,980.84 0
2/25/25 25,894.41 0
3/25/25 24,846.39 0
4/25/25 23,835.50 0
5/25/25 22,860.51 0
6/25/25 21,920.21 0
7/25/25 21,013.47 0
8/25/25 20,139.15 0
9/25/25 19,296.17 0
10/25/25 18,483.49 0
11/25/25 17,700.10 0
12/25/25 16,945.00 0
1/25/26 16,217.26 0
2/25/26 15,515.94 0
3/25/26 14,840.17 0
4/25/26 14,189.07 0
5/25/26 13,561.82 0
6/25/26 12,957.61 0
7/25/26 12,375.65 0
8/25/26 11,815.20 0
9/25/26 11,275.52 0
10/25/26 10,755.90 0
11/25/26 10,255.67 0
12/25/26 9,774.15 0
1/25/27 9,310.71 0
2/25/27 8,864.72 0
3/25/27 8,435.60 0
4/25/27 8,022.75 0
5/25/27 7,625.63 0
6/25/27 7,243.68 0
7/25/27 6,876.37 0
8/25/27 6,523.22 0
9/25/27 6,183.71 0
10/25/27 5,857.38 0
11/25/27 5,543.77 0
12/25/27 5,242.43 0
1/25/28 4,952.93 0
2/25/28 4,674.87 0
3/25/28 4,407.83 0
4/25/28 4,151.43 0
5/25/28 3,905.29 0
6/25/28 3,669.05 0
7/25/28 3,442.37 0
8/25/28 3,224.89 0
9/25/28 3,016.29 0
10/25/28 2,816.26 0
11/25/28 2,624.49 0
12/25/28 2,440.68 0
1/25/29 2,264.54 0
2/25/29 2,095.81 0
3/25/29 1,934.20 0
4/25/29 1,779.47 0
5/25/29 1,631.36 0
6/25/29 1,489.63 0
7/25/29 1,354.05 0
8/25/29 1,224.39 0
9/25/29 1,100.44 0
10/25/29 981.98 0
11/25/29 868.81 0
12/25/29 760.74 0
1/25/30 657.58 0
2/25/30 559.14 0
3/25/30 465.24 0
4/25/30 375.72 0
5/25/30 290.4 0
6/25/30 209.14 0
7/25/30 131.78 0
8/25/30 58.16 0
9/25/30 0 0
