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BANK OF AMERICA MORTGAGE SECURITIES, INC.,
as Depositor,
BANK OF AMERICA, N.A.,
as Servicer,
and
THE BANK OF NEW YORK,
as Trustee
POOLING AND SERVICING AGREEMENT
Dated May 24, 2001
-----------------------
Mortgage Pass-Through Certificates
Series 2001-6
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TABLE OF CONTENTS
PRELIMINARY STATEMENT.......................................................
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms.................................................
Section 1.02 Interest Calculations.........................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans..................................
Section 2.02 Acceptance by the Trustee of the Mortgage Loans...............
Section 2.03 Representations, Warranties and Covenants of the Servicer.....
Section 2.04 Representations and Warranties of the Depositor as to
the Mortgage Loans..........................................
Section 2.05 Designation of Interests in the REMICs........................
Section 2.06 Designation of Start-up Day...................................
Section 2.07 REMIC Certificate Maturity Date...............................
Section 2.08 Execution and Delivery of Certificates........................
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Servicer to Service Mortgage Loans............................
Section 3.02 Subservicing; Enforcement of the Obligations of Servicer......
Section 3.03 Fidelity Bond; Errors and Omissions Insurance.................
Section 3.04 Access to Certain Documentation...............................
Section 3.05 Maintenance of Primary Insurance Policy; Claims...............
Section 3.06 Rights of the Depositor and the Trustee in Respect
of the Servicer.............................................
Section 3.07 Trustee to Act as Servicer....................................
Section 3.08 Collection of Mortgage Loan Payments; Servicer
Custodial Account; 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 Accounts............................
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.............
Section 3.23 Maintenance of the Rounding Accounts; Collections Thereunder..
ARTICLE IV
SERVICER'S CERTIFICATE
Section 4.01 Servicer's Certificate........................................
ARTICLE V
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;
REMIC ADMINISTRATION
Section 5.01 Distributions.................................................
Section 5.02 Priorities of Distributions...................................
Section 5.03 Allocation of Losses..........................................
Section 5.04 Statements to Certificateholders..............................
Section 5.05 Tax Returns and Reports to Certificateholders.................
Section 5.06 Tax Matters Person............................................
Section 5.07 Rights of the Tax Matters Person in Respect of the Trustee....
Section 5.08 REMIC Related Covenants.......................................
Section 5.09 Principal Distributions on the Special Retail Certificates....
Section 5.10 Determination of LIBOR........................................
ARTICLE VI
THE CERTIFICATES
Section 6.01 The Certificates..............................................
Section 6.02 Registration of Transfer and Exchange of Certificates.........
Section 6.03 Mutilated, Destroyed, Lost or Stolen Certificates.............
Section 6.04 Persons Deemed Owners.........................................
ARTICLE VII
THE DEPOSITOR AND THE SERVICER
Section 7.01 Respective Liabilities of the Depositor and the Servicer......
Section 7.02 Merger or Consolidation of the Depositor or the Servicer......
Section 7.03 Limitation on Liability of the Depositor, the Servicer
and Others..................................................
Section 7.04 Depositor and Servicer Not to Resign..........................
ARTICLE VIII
DEFAULT
Section 8.01 Events of Default.............................................
Section 8.02 Remedies of Trustee...........................................
Section 8.03 Directions by Certificateholders and Duties of
Trustee During Event of Default.............................
Section 8.04 Action upon Certain Failures of the Servicer and
upon Event of Default.......................................
Section 8.05 Trustee to Act; Appointment of Successor......................
Section 8.06 Notification to Certificateholders............................
ARTICLE IX
THE TRUSTEE
Section 9.01 Duties of Trustee.............................................
Section 9.02 Certain Matters Affecting the Trustee.........................
Section 9.03 Trustee Not Liable for Certificates or Mortgage Loans.........
Section 9.04 Trustee May Own Certificates..................................
Section 9.05 Eligibility Requirements for Trustee..........................
Section 9.06 Resignation and Removal of Trustee............................
Section 9.07 Successor Trustee.............................................
Section 9.08 Merger or Consolidation of Trustee............................
Section 9.09 Appointment of Co-Trustee or Separate Trustee.................
Section 9.10 Authenticating Agents.........................................
Section 9.11 Trustee's Fees and Expenses...................................
Section 9.12 Appointment of Custodian......................................
Section 9.13 Paying Agents.................................................
Section 9.14 Limitation of Liability.......................................
Section 9.15 Trustee May Enforce Claims Without Possession of
Certificates................................................
Section 9.16 Suits for Enforcement.........................................
Section 9.17 Waiver of Bond Requirement....................................
Section 9.18 Waiver of Inventory, Accounting and Appraisal Requirement.....
ARTICLE X
TERMINATION
Section 10.01 Termination upon Purchase by the Depositor or
Liquidation of All Mortgage Loans..........................
Section 10.02 Additional Termination Requirements..........................
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment....................................................
Section 11.02 Recordation of Agreement.....................................
Section 11.03 Limitation on Rights of Certificateholders...................
Section 11.04 Governing Law................................................
Section 11.05 Notices......................................................
Section 11.06 Severability of Provisions...................................
Section 11.07 Certificates Nonassessable and Fully Paid....................
Section 11.08 Access to List of Certificateholders.........................
Section 11.09 Recharacterization...........................................
EXHIBITS
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Exhibit A-1-A-1 - Form of Face of Class 1-A-1 Certificate
Exhibit A-1-A-2 - Form of Face of Class 1-A-2 Certificate
Exhibit A-1-A-3 - Form of Face of Class 1-A-3 Certificate
Exhibit A-1-A-4 - Form of Face of Class 1-A-4 Certificate
Exhibit A-1-A-5 - Form of Face of Class 1-A-5 Certificate
Exhibit A-1-A-6 - Form of Face of Class 1-A-6 Certificate
Exhibit A-1-A-7 - Form of Face of Class 1-A-7 Certificate
Exhibit A-1-A-8 - Form of Face of Class 1-A-8 Certificate
Exhibit A-1-A-9 - Form of Face of Class 1-A-9 Certificate
Exhibit A-1-A-10 - Form of Face of Class 1-A-10 Certificate
Exhibit A-1-A-11 - Form of Face of Class 1-A-11 Certificate
Exhibit A-1-A-12 - Form of Face of Class 1-A-12 Certificate
Exhibit A-1-A-13 - Form of Face of Class 1-A-13 Certificate
Exhibit A-1-A-14 - Form of Face of Class 1-A-14 Certificate
Exhibit A-1-A-15 - Form of Face of Class 1-A-15 Certificate
Exhibit A-1-A-16 - Form of Face of Class 1-A-16 Certificate
Exhibit A-1-A-17 - Form of Face of Class 1-A-17 Certificate
Exhibit A-1-A-18 - Form of Face of Class 1-A-18 Certificate
Exhibit A-1-A-19 - Form of Face of Class 1-A-19 Certificate
Exhibit A-1-A-20 - Form of Face of Class 1-A-20 Certificate
Exhibit A-1-A-21 - Form of Face of Class 1-A-21 Certificate
Exhibit A-1-A-22 - Form of Face of Class 1-A-22 Certificate
Exhibit A-1-A-23 - Form of Face of Class 1-A-23 Certificate
Exhibit A-1-A-24 - Form of Face of Class 1-A-24 Certificate
Exhibit A-1-A-25 - Form of Face of Class 1-A-25 Certificate
Exhibit A-1-A-26 - Form of Face of Class 1-A-26 Certificate
Exhibit A-1-A-27 - Form of Face of Class 1-A-27 Certificate
Exhibit A-1-A-28 - Form of Face of Class 1-A-28 Certificate
Exhibit A-1-A-29 - Form of Face of Class 1-A-29 Certificate
Exhibit A-1-A-30 - Form of Face of Class 1-A-30 Certificate
Exhibit A-1-A-31 - Form of Face of Class 1-A-31 Certificate
Exhibit A-1-A-32 - Form of Face of Class 1-A-32 Certificate
Exhibit A-1-A-33 - Form of Face of Class 1-A-33 Certificate
Exhibit A-1-A-PO - Form of Face of Class 1-A-PO Certificate
Exhibit A-1-A-R - Form of Face of Class 1-A-R Certificate
Exhibit A-2-A-1 - Form of Face of Class 2-A-1 Certificate
Exhibit A-2-A-2 - Form of Face of Class 2-A-2 Certificate
Exhibit A-2-A-PO - Form of Face of Class 2-A-PO Certificate
Exhibit A-2-A-R - Form of Face of Class 2-A-R Certificate
Exhibit B-1-B-1 - Form of Face of Class 1-B-1 Certificate
Exhibit B-1-B-2 - Form of Face of Class 1-B-2 Certificate
Exhibit B-1-B-3 - Form of Face of Class 1-B-3 Certificate
Exhibit B-1-B-4 - Form of Face of Class 1-B-4 Certificate
Exhibit B-1-B-5 - Form of Face of Class 1-B-5 Certificate
Exhibit B-1-B-6 - Form of Face of Class 1-B-6 Certificate
Exhibit B-2-B-1 - Form of Face of Class 2-B-1 Certificate
Exhibit B-2-B-2 - Form of Face of Class 2-B-2 Certificate
Exhibit B-2-B-3 - Form of Face of Class 2-B-3 Certificate
Exhibit B-2-B-4 - Form of Face of Class 2-B-4 Certificate
Exhibit B-2-B-5 - Form of Face of Class 2-B-5 Certificate
Exhibit B-2-B-6 - Form of Face of Class 2-B-6 Certificate
Exhibit C Form of Reverse of all Certificates.................
Exhibit D-1 Mortgage Loan Schedule (Loan Group 1)...............
Exhibit D-2 Mortgage Loan Schedule (Loan Group 2)...............
Exhibit E Request for Release of Documents....................
Exhibit F Form of Certification of Establishment of Account...
Exhibit G-1 Form of Transferor's Certificate....................
Exhibit G-2A Form 1 of Transferee's Certificate..................
Exhibit G-2B Form 2 of Transferee's Certificate..................
Exhibit H Form of Transferee Representation Letter
for ERISA Restricted Certificates.................
Exhibit I Form of Affidavit Regarding Transfer of
Residual Certificates.............................
Exhibit J Contents of Servicing File..........................
Exhibit K Form of Special Servicing Agreement.................
Exhibit L List of Recordation States..........................
Exhibit M Planned Principal Balance Schedule..................
POOLING AND SERVICING AGREEMENT
THIS POOLING AND SERVICING AGREEMENT, dated May 24, 2001, is hereby
executed by and among BANK OF AMERICA MORTGAGE SECURITIES, INC., as depositor
(together with its permitted successors and assigns, the "Depositor"), BANK OF
AMERICA, N.A., as servicer (together with its permitted successors and assigns,
the "Servicer"), and THE BANK OF NEW YORK, as trustee (together with its
permitted successors and assigns, the "Trustee").
W I T N E S S E T H T H A T:
- - - - - - - - - - - - - -
In consideration of the mutual agreements herein contained, the
Depositor, the Servicer and the Trustee agree as follows:
PRELIMINARY STATEMENT
In exchange for the Certificates, the Depositor hereby conveys the
Trust Estate to the Trustee to create the Trust. The Trust Estate for federal
income tax purposes will be treated as two separate real estate mortgage
investment conduits ("REMIC 1" and "REMIC 2"). The Class A Certificates (other
than the Class 1-A-R and Class 2-A-R Certificates) and the Class B Certificates
are referred to collectively as the "Regular Certificates" and shall constitute
"regular interests" in the applicable REMIC. The Class 1-A-R and Class 2-A-R
Certificates shall be the "residual interests" in REMIC 1 and REMIC 2,
respectively. 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 applicable 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 Certificate Balance Rate Denomination of Minimum
- ---------------------- ---------------------- -------------------- -------------------- --------------------
Class 1-A-1 $ 119,690,000.00 6.500% $1,000 $1
- ---------------------- ---------------------- -------------------- -------------------- --------------------
Class 1-A-2 $ 40,000,000.00 6.500% $1,000 $1
- ---------------------- ---------------------- -------------------- -------------------- --------------------
Class 1-A-3 $ 2,746,000.00 6.500% $1,000 $1
- ---------------------- ---------------------- -------------------- -------------------- --------------------
Class 1-A-4 $ 11,278,000.00 6.500% $1,000 $1
- ---------------------- ---------------------- -------------------- -------------------- --------------------
Class 1-A-5 $ 30,000,000.00 6.500% $1,000 $1
- ---------------------- ---------------------- -------------------- -------------------- --------------------
Class 1-A-6 $ 2,300,000.00 7.250% $1,000 $1
- ---------------------- ---------------------- -------------------- -------------------- --------------------
Class 1-A-7 $ 2,300,000.00 7.250% $1,000 $1
- ---------------------- ---------------------- -------------------- -------------------- --------------------
Class 1-A-8 $ 2,300,000.00 7.250% $1,000 $1
- ---------------------- ---------------------- -------------------- -------------------- --------------------
Class 1-A-9 $ 2,300,000.00 7.250% $1,000 $1
- ---------------------- ---------------------- -------------------- -------------------- --------------------
Class 1-A-10 $ 4,522,620.00 7.250% $1,000 $1
- ---------------------- ---------------------- -------------------- -------------------- --------------------
Class 1-A-11 $ 1,583,380.00 (4) $1,000 $1
- ---------------------- ---------------------- -------------------- -------------------- --------------------
Class 1-A-12 $ 1,157,000.00 7.000% $1,000 $1
- ---------------------- ---------------------- -------------------- -------------------- --------------------
Class 1-A-13 $ 9,000,000.00 7.000% $1,000 $1
- ---------------------- ---------------------- -------------------- -------------------- --------------------
Class 1-A-14 $ 4,000,000.00 7.000% $1,000 $1
- ---------------------- ---------------------- -------------------- -------------------- --------------------
Class 1-A-15 $ 4,171,928.00 7.000% $1,000 $1
- ---------------------- ---------------------- -------------------- -------------------- --------------------
Class 1-A-16 $ 5,000,000.00 7.000% $1,000 $1
- ---------------------- ---------------------- -------------------- -------------------- --------------------
Class 1-A-17 $ 8,843,000.00 7.000% $1,000 $1,000
- ---------------------- ---------------------- -------------------- -------------------- --------------------
Class 1-A-18 $ 6,000,000.00 7.000% $1,000 $1,000
- ---------------------- ---------------------- -------------------- -------------------- --------------------
Class 1-A-19 $ 5,000,000.00 7.000% $1,000 $1
- ---------------------- ---------------------- -------------------- -------------------- --------------------
Class 1-A-20 $ 3,500,000.00 7.000% $1,000 $1,000
- ---------------------- ---------------------- -------------------- -------------------- --------------------
Class 1-A-21 $ 1,000,000.00 7.000% $1,000 $1,000
- ---------------------- ---------------------- -------------------- -------------------- --------------------
Class 1-A-22 $ 2,264,705.00 (1) $1,000 $1
- ---------------------- ---------------------- -------------------- -------------------- --------------------
Class 1-A-23 $ 372,058.00 (2) $1,000 $1
- ---------------------- ---------------------- -------------------- -------------------- --------------------
Class 1-A-24 $ 113,237.00 (3) $1,000 $1
- ---------------------- ---------------------- -------------------- -------------------- --------------------
Class 1-A-25 $ 2,000,000.00 7.000% $1,000 $1
- ---------------------- ---------------------- -------------------- -------------------- --------------------
Class 1-A-26 $ 1,500,000.00 7.000% $1,000 $1,000
- ---------------------- ---------------------- -------------------- -------------------- --------------------
Class 1-A-27 $ 1,500,000.00 7.000% $1,000 $1
- ---------------------- ---------------------- -------------------- -------------------- --------------------
Class 1-A-28 $ 2,000,000.00 7.000% $1,000 $1,000
- ---------------------- ---------------------- -------------------- -------------------- --------------------
Class 1-A-29 $ 129,735,000.00 6.500% $1,000 $1
- ---------------------- ---------------------- -------------------- -------------------- --------------------
Class 1-A-30 $ 1,801,000.00 6.500% $1,000 $1
- ---------------------- ---------------------- -------------------- -------------------- --------------------
Class 1-A-31 $ 4,417,072.00 (4) $1,000 $1
- ---------------------- ---------------------- -------------------- -------------------- --------------------
Class 1-A-32 $ 50,000,000.00 6.500% $1,000 $1
- ---------------------- ---------------------- -------------------- -------------------- --------------------
Class 1-A-33 $ 21,344,000.00 6.500% $1,000 $1
- ---------------------- ---------------------- -------------------- -------------------- --------------------
Class 1-A-PO $ 50,487.00 (4) $25,000 N/A
- ---------------------- ---------------------- -------------------- -------------------- --------------------
Class 1-A-R $ 100.00 6.500% $100 N/A
- ---------------------- ---------------------- -------------------- -------------------- --------------------
Class 2-A-1 $ 120,443,000.00 6.250% $1,000 $1
- ---------------------- ---------------------- -------------------- -------------------- --------------------
Class 2-A-2 $ 2,820,000.00 6.250% $1,000 $1
- ---------------------- ---------------------- -------------------- -------------------- --------------------
Class 2-A-PO $ 9,374.00 (4) N/A N/A
- ---------------------- ---------------------- -------------------- -------------------- --------------------
Class 2-A-R $ 100.00 6.250% N/A N/A
- ---------------------- ---------------------- -------------------- -------------------- --------------------
Class 1-B-1 $ 8,273,000.00 6.500% $25,000 $1
- ---------------------- ---------------------- -------------------- -------------------- --------------------
Class 1-B-2 $ 3,761,000.00 6.500% $25,000 $1
- ---------------------- ---------------------- -------------------- -------------------- --------------------
Class 1-B-3 $ 2,257,000.00 6.500% $25,000 $1
- ---------------------- ---------------------- -------------------- -------------------- --------------------
Class 1-B-4 $ 1,254,000.00 6.500% $25,000 $1
- ---------------------- ---------------------- -------------------- -------------------- --------------------
Class 1-B-5 $ 1,003,000.00 6.500% $25,000 $1
- ---------------------- ---------------------- -------------------- -------------------- --------------------
Class 1-B-6 $ 1,002,943.77 6.500% $25,000 $1
- ---------------------- ---------------------- -------------------- -------------------- --------------------
Class 2-B-1 $ 753,000.00 6.250% $25,000 $1
- ---------------------- ---------------------- -------------------- -------------------- --------------------
Class 2-B-2 $ 440,000.00 6.250% $25,000 $1
- ---------------------- ---------------------- -------------------- -------------------- --------------------
Class 2-B-3 $ 440,000.00 6.250% $25,000 $1
- ---------------------- ---------------------- -------------------- -------------------- --------------------
Class 2-B-4 $ 251,000.00 6.250% $25,000 $1
- ---------------------- ---------------------- -------------------- -------------------- --------------------
Class 2-B-5 $ 126,000.00 6.250% $25,000 $1
- ---------------------- ---------------------- -------------------- -------------------- --------------------
Class 2-B-6 $ 189,077.51 6.250% $25,000 $1
====================== ====================== ==================== ==================== ====================
(1) During the initial Interest Accrual Period, interest will accrue on the
Class 1-A-22 Certificates at a rate of 5.65% per annum. During each
Interest Accrual Period thereafter, interest will accrue on the Class
1-A-22 Certificates at a per annum rate equal to (i) 0.50% plus (ii) LIBOR,
subject to a minimum rate of 1.20% and a maximum rate of 8.50%.
(2) During the initial Interest Accrual Period, interest will accrue on the
Class 1-A-23 Certificates at a rate of 14.00% per annum. During each
Interest Accrual Period thereafter, interest will accrue on the Class
1-A-23 Certificates at a per annum rate equal to (i) 14.086957% minus (ii)
the product of 6.086957 and LIBOR, subject to a minimum rate of 0.00% and a
maximum rate of 41.086957%.
(3) During the initial Interest Accrual Period, interest will accrue on the
Class 1-A-24 Certificates at a rate of 11.00% per annum. During each
Interest Accrual Period thereafter, interest will accrue on the Class
1-A-24 Certificates at a per annum rate equal to (i) 146.00% minus (ii) the
product of 20.00 and LIBOR, subject to a minimum rate of 0.00% and a
maximum rate of 11.00%.
(4) The Class 1-A-11, Class 1-A-31, Class 1-A-PO and Class 2-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: (a) For the Class 1-A-3 Certificates,
the earlier to occur of (i) the Distribution Date following the Distribution
Date on which the Class Certificate Balance of the Class 1-A-1 Certificates has
been reduced to zero or (ii) the Senior Credit Support Depletion Date for Group
1 and (b) for the Class 1-A-30 Certificates, the earlier to occur of (i) the
Distribution Date following the Distribution Date on which the Class Certificate
Balance of the Class 1-A-29 Certificates has been reduced to zero or (ii) the
Senior Credit Support Depletion Date for Group 1.
Accrual Certificates: The Class 1-A-3 and Class 1-A-30 Certificates.
Accrual Distribution Amount: For any Distribution Date and any Class
of Accrual Certificates prior to the applicable Accretion Termination Date, an
amount with respect to such Class equal to the sum of (i) the amount allocated
but not currently distributable as interest to such Class pursuant to Section
5.02(a)(i) that is attributable to clause (i) of the definition of "Interest
Distribution Amount" and (ii) the amount allocated but not currently
distributable as interest to such Class pursuant to Section 5.02(a)(i) that is
attributable to clause (ii) of the definition of "Interest Distribution Amount."
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 and Loan
Group, the Cut-Off Date Pool Principal Balance of the Mortgage Loans in such
Loan Group minus the sum of (i) all amounts in respect of principal received in
respect of the Mortgage Loans in such Loan Group (including, without limitation,
amounts received as Monthly Payments, Periodic Advances, Principal Prepayments,
Liquidation Proceeds and Substitution Adjustment Amounts) and distributed to
Holders of the Certificates of the Related Group on such Distribution Date and
all prior Distribution Dates and (ii) the principal portion of all Realized
Losses (other than Debt Service Reductions) incurred on the Mortgage Loans in
such Loan Group from the Cut-Off Date through the end of the month preceding
such Distribution Date.
Adjusted Pool Amount (PO Portion): With respect to any Distribution
Date and Loan Group, the sum of the amounts, calculated as follows, with respect
to all Outstanding Mortgage Loans of such Loan Group: the product of (i) the PO
Percentage for each such Mortgage Loan and (ii) the remainder of (A) the Cut-Off
Date Principal Balance of such Mortgage Loan minus (B) the sum of (x) all
amounts in respect of principal received in respect of such Mortgage Loan
(including, without limitation, amounts received as Monthly Payments, Periodic
Advances, Principal Prepayments, Liquidation Proceeds and Substitution
Adjustment Amounts) and distributed to Holders of the Certificates of the
Related Group on such Distribution Date and all prior Distribution Dates and (y)
the principal portion of any Realized Loss (other than a Debt Service Reduction)
incurred on such Mortgage Loan from the Cut-Off Date through the end of the
month preceding such Distribution Date.
Advance: A Periodic Advance or a Servicing Advance.
Agreement: This Pooling and Servicing Agreement together with all
amendments hereof and supplements hereto.
Amount Held for Future Distribution: As to any Distribution Date and
Loan Group, the total of the amounts held in the Servicer Custodial Account at
the close of business on the preceding Determination Date on account of (i)
Principal Prepayments and Liquidation Proceeds received or made on the Mortgage
Loans in such Loan Group in the month of such Distribution Date and (ii)
payments which represent receipt of Monthly Payments on the Mortgage Loans in
such Loan Group in respect of a Due Date or Due Dates subsequent to the related
Due Date.
Appraised Value: With respect to any Mortgaged Property, either (i)
the lesser of (a) the appraised value determined in an appraisal obtained by the
originator at origination of such Mortgage Loan and (b) the sales price for such
property, except that, in the case of Mortgage Loans the proceeds of which were
used to refinance an existing mortgage loan, the Appraised Value of the related
Mortgaged Property is the appraised value thereof determined in an appraisal
obtained at the time of refinancing, or (ii) the appraised value determined in
an appraisal made at the request of a Mortgagor subsequent to origination in
order to eliminate the Mortgagor's obligation to keep a Primary Insurance Policy
in force.
Assignment of Mortgage: An individual assignment of the Mortgage,
notice of transfer or equivalent instrument in recordable form, sufficient under
the laws of the jurisdiction wherein the related Mortgaged Property is located
to give record notice of the sale of the Mortgage.
Authenticating Agents: As defined in Section 9.10.
Bankruptcy Loss: Any Deficient Valuation or Debt Service Reduction.
Bankruptcy Loss Amount: As of any Distribution Date and Loan Group,
the Initial Bankruptcy Loss Amount for such Loan Group less the aggregate amount
of Bankruptcy Losses previously incurred on the Mortgage Loans in such Loan
Group during the period from the Cut-Off Date through the last day of the month
preceding the month of such Distribution Date; provided, however, that such
amount may be reduced from time to time with the written consent of the Rating
Agencies provided that such reduction does not result in a downgrading to the
current rating of the Certificates of the Related Group.
Book-Entry Certificate: All Classes of Certificates other than the
Physical Certificates.
Business Day: Any day other than (i) a Saturday or a Sunday or (ii)
a day on which banking institutions in the State of North Carolina, the State of
New York, the State of Kentucky, the Commonwealth 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 2001-6 that are issued pursuant to
this Agreement.
Certificate Account: The separate Eligible Accounts for each Group
created and maintained by the Trustee pursuant to Section 3.08(c) in the name of
the Trustee for the benefit of the Certificateholders and designated "The Bank
of New York, in trust for registered holders of Bank of America Mortgage
Securities, Inc. Mortgage Pass-Through Certificates, Series 2001-6." Funds in
the related Certificate Account shall be held in trust for the Holders of the
Certificates of such Group for the uses and purposes set forth in this
Agreement.
Certificate Balance: With respect to any Certificate at any date,
the maximum dollar amount of principal to which the Holder thereof is then
entitled hereunder, such amount being equal to the product of the Percentage
Interest of such Certificate and the Class Certificate Balance of the Class of
Certificates of which such Certificate is a part.
Certificate Custodian: Initially, The Bank of New York; thereafter
any other Certificate Custodian acceptable to the Depository and selected by the
Trustee.
Certificate Owner: With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of a Book-Entry Certificate. With respect to
any Definitive Certificate, the Certificateholder of such Certificate.
Certificate Register: The register maintained pursuant to Section
6.02.
Certificate Registrar: The registrar appointed pursuant to Section
6.02.
Certificateholder: The Person in whose name a Certificate is
registered in the Certificate Register, except that, solely for the purpose of
giving any consent pursuant to this Agreement, any Certificate registered in the
name of the Depositor, the Servicer or any affiliate thereof shall be deemed not
to be outstanding and the Percentage Interest and Voting Rights evidenced
thereby shall not be taken into account in determining whether the requisite
amount of Percentage Interests or Voting Rights, as the case may be, necessary
to effect any such consent has been obtained, unless such entity is the
registered owner of the entire Class of Certificates, provided that the Trustee
shall not be responsible for knowing that any Certificate is registered in the
name of such an affiliate unless one of its Responsible Officers has actual
knowledge.
Class: As to the Certificates, the Class 1-A-1, Class 1-A-2, Class
1-A-3, Class 1-A-4, Class 1-A-5, Class 1-A-6, Class 1-A-7, Class 1-A-8, Class
1-A-9, Class 1-A-10, Class 1-A-11, Class 1-A-12, Class 1-A-13, Class 1-A-14,
Class 1-A-15, Class 1-A-16, Class 1-A-17, Class 1-A-18, Class 1-A-19, Class
1-A-20, Class 1-A-21, Class 1-A-22, Class 1-A-23, Class 1-A-24, Class 1-A-25,
Class 1-A-26, Class 1-A-27, Class 1-A-28, Class 1-A-29, Class 1-A-30, Class
1-A-31, Class 1-A-32, Class 1-A-33, Class 1-A-PO, Class 1-A-R, Class 2-A-1,
Class 2-A-2, Class 2-A-PO, Class 2-A-R, Class 1-B-1, Class 1-B-2, Class 1-B-3,
Class 1-B-4, Class 1-B-5, Class 1-B-6, Class 2-B-1, Class 2-B-2, Class 2-B-3,
Class 2-B-4, Class 2-B-5 and Class 2-B-6 Certificates, as the case may be.
Class A Certificates: The Class 1-A-1, Class 1-A-2, Class 1-A-3,
Class 1-A-4, Class 1-A-5, Class 1-A-6, Class 1-A-7, Class 1-A-8, Class 1-A-9,
Class 1-A-10, Class 1-A-11, Class 1-A-12, Class 1-A-13, Class 1-A-14, Class
1-A-15, Class 1-A-16, Class 1-A-17, Class 1-A-18, Class 1-A-19, Class 1-A-20,
Class 1-A-21, Class 1-A-22, Class 1-A-23, Class 1-A-24, Class 1-A-25, Class
1-A-26, Class 1-A-27, Class 1-A-28, Class 1-A-29, Class 1-A-30, Class 1-A-31,
Class 1-A-32, Class 1-A-33, Class 1-A-R, Class 1-A-PO, Class 2-A-1, Class 2-A-2,
Class 2-A-R and Class 2-A-PO Certificates.
Class A-PO Certificates: The Class 1-A-PO and Class 2-A-PO
Certificates.
Class A-PO Deferred Amount: As to any Distribution Date and each
Class of Class A-PO Certificates prior to the applicable Senior Credit Support
Depletion Date, the aggregate of the applicable PO Percentage of each Realized
Loss, other than an Excess Loss, on the Mortgage Loans in the Related Loan Group
to be allocated to the Class A-PO Certificates of the Related Group on such
Distribution Date or previously allocated to such Class A-PO Certificates and
not yet paid to the Holders of such Class A-PO Certificates pursuant to Section
5.02(a)(iii).
Class 1-A-3 Accrual Distribution Amount: For any Distribution Date
and the Class 1-A-3 Certificates prior to the applicable Accretion Termination
Date, an amount with respect to such Class equal to the sum of (i) the amount
allocated but not currently distributable as interest to such Class pursuant to
Section 5.02(a)(i) that is attributable to clause (i) of the definition of
"Interest Distribution Amount," and (ii) the amount allocated but not currently
distributable as interest to such Class pursuant to Section 5.02(a)(i) that is
attributable to clause (ii) of the definition of "Interest Distribution Amount."
Class 1-A-30 Accrual Distribution Amount: For any Distribution Date
and the Class 1-A-30 Certificates prior to the applicable Accretion Termination
Date, an amount with respect to such Class equal to the sum of (i) the amount
allocated but not currently distributable as interest to such Class pursuant to
Section 5.02(a)(i) that is attributable to clause (i) of the definition of
"Interest Distribution Amount," and (ii) the amount allocated but not currently
distributable as interest to such Class pursuant to Section 5.02(a)(i) that is
attributable to clause (ii) of the definition of "Interest Distribution Amount."
Class 2-A-1 Loss Amount: With respect to any Distribution Date after
the Senior Credit Support Depletion Date for Group 2, the amount, if any, by
which the Class Certificate Balance of the Class 2-A-1 Certificates would be
reduced as a result of the allocation of any Realized Loss (other than an Excess
Loss) to such Class pursuant to Section 5.03(a)(i) or the allocation of any
reduction pursuant to Section 5.03(b) to such Class, in each case without regard
to the operation of Section 5.03(e).
Class 2-A-2 Loss Allocation Amount: With respect to any Distribution
Date after the Senior Credit Support Depletion Date for Group 2, the lesser of
(a) the Class Certificate Balance of the Class 2-A-2 Certificates with respect
to such Distribution Date prior to any reduction for the Class 2-A-2 Loss
Allocation Amount and (b) the Class 2-A-1 Loss Amount with respect to such
Distribution Date.
Class B Certificates: The Class 1-B-1, Class 1-B-2, Class 1-B-3,
Class 1-B-4, Class 1-B-5, Class 1-B-6, Class 2-B-1, Class 2-B-2, Class 2-B-3,
Class 2-B-4, Class 2-B-5 and Class 2-B-6 Certificates.
Class Certificate Balance: With respect to any Class and any date of
determination, the Initial Class Certificate Balance of such Class (plus, in the
case of any Class of 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), (iii) all other reductions in Class Certificate
Balance previously allocated thereto pursuant to Section 5.03(b) and (iv) in the
case of the Class 2-A-2 Certificates, any reduction allocated thereto pursuant
to Section 5.03(e).
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 a Class of
Accrual Certificates prior to the applicable 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 Class of 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 a Class of
Accrual Certificates prior to the applicable Accretion Termination Date, the
amount included in the Accrual Distribution Amount thereof pursuant to clause
(ii) of the definition thereof, but not distributed as interest on such Class of
Accrual Certificates) on such prior Distribution Dates pursuant to clause (ii)
of the definition of "Interest Distribution Amount."
Closing Date: May 24, 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 101 Barclay
Street - 12 East, New York, New York 10286, Attention: Corporate Trust - MBS
(Fax: (212) 815-5309).
Custodian: Initially, the Trustee, and thereafter the Custodian, if
any, hereafter appointed by the Trustee pursuant to Section 9.12. The Custodian
may (but need not) be the Trustee or any Person directly or indirectly
controlling or controlled by or under common control of either of them. Neither
the Servicer nor the Depositor, nor any Person directly or indirectly
controlling or controlled by or under common control with any such Person may be
appointed Custodian.
Customary Servicing Procedures: With respect to the Servicer,
procedures (including collection procedures) that the Servicer customarily
employs and exercises in servicing and administering mortgage loans for its own
account and which are in accordance with accepted mortgage servicing practices
of prudent lending institutions servicing mortgage loans of the same type as the
Mortgage Loans in the jurisdictions in which the related Mortgaged Properties
are located.
Cut-Off Date: May 1, 2001.
Cut-Off Date Pool Principal Balance: For each Loan Group the
aggregate of the Cut-Off Date Principal Balances of the Mortgage Loans in such
Loan Group which is $501,340,530.79 for Loan Group 1 and $125,471,551.68 for
Loan Group 2.
Cut-Off Date Principal Balance: As to any Mortgage Loan, the unpaid
principal balance thereof as of the close of business on the Cut-Off Date,
reduced by all installments of principal due on or prior thereto whether or not
paid.
Debt Service Reduction: As to any Mortgage Loan and any
Determination Date, the excess of (i) the Monthly Payment due on the related Due
Date under the terms of such Mortgage Loan over (ii) the amount of the monthly
payment of principal and/or interest required to be paid with respect to such
Due Date by the Mortgagor as established by a court of competent jurisdiction
(pursuant to an order which has become final and nonappealable) as a result of a
proceeding initiated by or against the related Mortgagor under the Bankruptcy
Code, as amended from time to time (11 U.S.C.); provided that no such excess
shall be considered a Debt Service Reduction so long as (a) the Servicer is
pursuing an appeal of the court order giving rise to any such modification and
(b)(1) such Mortgage Loan is not in default with respect to payment due
thereunder in accordance with the terms of such Mortgage Loan as in effect on
the Cut-Off Date or (2) Monthly Payments are being advanced by the Servicer in
accordance with the terms of such Mortgage Loan as in effect on the Cut-Off
Date.
Debt Service Reduction Mortgage Loan: Any Mortgage Loan that became
the subject of a Debt Service Reduction.
Deceased Holder: A Certificate Owner of a Special Retail Certificate
who was living at the time such interest was acquired and whose executor or
other authorized representative causes to be furnished to the Trustee a
certified copy of the death certificate and any additional evidence of death
satisfactory to the Trustee and any tax waivers requested by the Trustee.
Defective Mortgage Loan: Any Mortgage Loan which is required to be
cured, repurchased or substituted for pursuant to Sections 2.02 or 2.04.
Deficient Valuation: As to any Mortgage Loan and any Determination
Date, the excess of (i) the then outstanding indebtedness under such Mortgage
Loan over (ii) the secured valuation thereof established by a court of competent
jurisdiction (pursuant to an order which has become final and nonappealable) as
a result of a proceeding initiated by or against the related Mortgagor under the
Bankruptcy Code, as amended from time to time (11 U.S.C.), pursuant to which
such Mortgagor retained such Mortgaged Property; provided that no such excess
shall be considered a Deficient Valuation so long as (a) the Servicer is
pursuing an appeal of the court order giving rise to any such modification and
(b)(1) such Mortgage Loan is not in default with respect to payments due
thereunder in accordance with the terms of such Mortgage Loan as in effect on
the Cut-Off Date or (2) Monthly Payments are being advanced by the Servicer in
accordance with the terms of such Mortgage Loan as in effect on the Cut-Off
Date.
Deficient Valuation Mortgage Loan: Any Mortgage Loan that became the
subject of a Deficient Valuation.
Definitive Certificates: As defined in Section 6.02(c)(iii).
Depositor: Bank of America Mortgage Securities, Inc., a Delaware
corporation, or its successor in interest, as depositor of the Trust Estate.
Depository: The Depository Trust Company, the nominee of which is
Cede & Co., as the registered Holder of the Book-Entry Certificates or any
successor thereto appointed in accordance with this Agreement. The Depository
shall at all times be a "clearing corporation" as defined in Section 8-102(3) of
the Uniform Commercial Code of the State of New York.
Depository Participant: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
Determination Date: As to any Distribution Date, the 16th day of the
month of the related Distribution Date or, if such 16th day is not a Business
Day, the Business Day immediately preceding such 16th day.
Discount Mortgage Loan: Any Group 1 Discount Mortgage Loan or Group
2 Discount Mortgage Loan.
Distribution Date: The 25th day of each month beginning in June 2001
(or, if such day is not a Business Day, the next Business Day).
Due Date: As to any Distribution Date and each Mortgage Loan, the
first day in the calendar month of such Distribution Date.
Eligible Account: Any of (i) an account or accounts maintained with
(a) Bank of America, N.A., or (b) a federal or state chartered depository
institution or trust company the short-term unsecured debt obligations of which
(or, in the case of a depository institution or trust company that is the
principal subsidiary of a holding company, the debt obligations of such holding
company) have the highest short-term ratings of each Rating Agency at the time
any amounts are held on deposit therein, or (ii) an account or accounts in a
depository institution or trust company in which such accounts are insured by
the FDIC (to the limits established by the FDIC) and the uninsured deposits in
which accounts are otherwise secured such that, as evidenced by an Opinion of
Counsel delivered to the Trustee and to each Rating Agency, the
Certificateholders have a claim with respect to the funds in such account or a
perfected first priority security interest against any collateral (which shall
be limited to Permitted Investments) securing such funds that is superior to
claims of any other depositors or creditors of the depository institution or
trust company in which such account is maintained, or (iii) a trust account or
accounts maintained with the trust department of a federal or state chartered
depository institution or trust company, acting in its fiduciary capacity or
(iv) any other account acceptable to each Rating Agency. Eligible Accounts may
bear interest and may include, if otherwise qualified under this definition,
accounts maintained with the Trustee.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA Restricted Certificates: Any Class 1-B-4, Class 1-B-5, Class
1-B-6, Class 2-B-4, Class 2-B-5 or Class 2-B-6 Certificate.
Escrow Account: As defined in Section 3.09.
Escrow Payments: The amounts constituting taxes, assessments,
Primary Insurance Policy premiums, fire and hazard insurance premiums and other
payments as may be required to be escrowed by the Mortgagor with the mortgagee
pursuant to the terms of any Mortgage Note or Mortgage.
Event of Default: As defined in Section 8.01.
Excess Losses: For any Distribution Date and Loan Group, the amount
of any (i) Fraud Losses on the Mortgage Loans in such Loan Group in excess of
the Fraud Loss Amount for such Loan Group, (ii) Special Hazard Losses on the
Mortgage Loans in such Loan Group in excess of the Special Hazard Loss Amount
for such Loan Group or (iii) Bankruptcy Losses on the Mortgage Loans in such
Loan Group in excess of the Bankruptcy Loss Amount for such Loan Group.
Excess Proceeds: With respect to any Liquidated Mortgage Loan, the
amount, if any, by which the sum of any Liquidation Proceeds of such Mortgage
Loan received in the calendar month in which such Mortgage Loan became a
Liquidated Mortgage Loan, net of any amounts previously reimbursed to the
Servicer as Nonrecoverable Advance(s) with respect to such Mortgage Loan
pursuant to Section 3.11(a)(iii), exceeds (i) the unpaid principal balance of
such Liquidated Mortgage Loan as of the Due Date in the month in which such
Mortgage Loan became a Liquidated Mortgage Loan plus (ii) accrued interest at
the Mortgage Interest Rate from the Due Date as to which interest was last paid
or for which a Periodic Advance was made (and not reimbursed) up to the Due Date
applicable to the Distribution Date immediately following the calendar month
during which such liquidation occurred.
FDIC: The Federal Deposit Insurance Corporation, or any successor
thereto.
FHLMC: The Federal Home Loan Mortgage Corporation, or any successor
thereto.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates of a Group will be made pursuant to
Section 10.01.
Financial Market Service: Bloomberg Financial Service and any other
financial information provider designated by the Depositor by written notice to
the Trustee.
FIRREA: The Financial Institutions Reform, Recovery and Enforcement
Act of 1989, as amended.
Fitch: Fitch, Inc., or any successor thereto.
FNMA: Fannie Mae, or any successor thereto.
Fractional Interest: As defined in Section 5.02(d).
Fraud Loss: Realized Losses on Mortgage Loans as to which a loss is
sustained by reason of a default arising from fraud, dishonesty or
misrepresentation in connection with the related Mortgage Loan, including a loss
by reason of the denial of coverage under any related Primary Insurance Policy
because of such fraud, dishonesty or misrepresentation.
Fraud Loss Amount: For each Distribution Date and Loan Group
occurring during the period from the Closing Date through the first anniversary
of the Cut-Off Date, the Initial Fraud Loss Amount for such Loan Group reduced
by the amount of Fraud Losses on the Mortgage Loans in such Loan Group allocated
to the Certificates of the Related Group. Thereafter, the Fraud Loss Amount for
such Loan Group shall be equal to the lesser of (i) the Initial Fraud Loss
Amount for such Loan Group reduced by the amount of Fraud Losses on the Mortgage
Loans in such Loan Group allocated to the Certificates of the Related Group and
(ii) for each Distribution Date occurring (a) during the period from the day
after the first anniversary through the third anniversary of the Cut-Off Date,
1% of the Pool Stated Principal Balance for such Loan Group, (b) during the
period from the day after the third anniversary through the fifth anniversary of
the Cut-Off Date, 0.5% of the Pool Stated Principal Balance for such Loan Group,
and (c) after the fifth anniversary of the Cut-Off Date, zero.
Group: Either of Group 1 or Group 2.
Group 1: The Group 1-A Certificates and Group 1-B Certificates.
Group 1 Discount Mortgage Loan: A Group 1 Mortgage Loan with a Net
Mortgage Interest Rate that is less than 6.500% per annum.
Group 1 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-1
hereto.
The Group 1 Premium Mortgage Loan: A Group 1 Mortgage Loan with a
Net Mortgage Interest Rate that is equal to or greater than 6.500% per annum.
Group 2: The Group 2-A Certificates and the Group 2-B Certificates.
Group 2 Discount Mortgage Loan: A Group 2 Mortgage Loan with a Net
Mortgage Interest Rate that is less than 6.250% per annum.
Group 2 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-2
hereto.
The Group 2 Premium Mortgage Loan: A Group 2 Mortgage Loan with a
Net Mortgage Interest Rate that is equal to or greater than 6.250% per annum.
Group 1-A Certificates: Class 1-A-1, Class 1-A-2, Class 1-A-3, Class
1-A-4, Class 1-A-5, Class 1-A-6, Class 1-A-7, Class 1-A-8, Class 1-A-9, Class
1-A-10, Class 1-A-11, Class 1-A-12, Class 1-A-13, Class 1-A-14, Class 1-A-15,
Class 1-A-16, Class 1-A-17, Class 1-A-18, Class 1-A-19, Class 1-A-20, Class
1-A-21, Class 1-A-22, Class 1-A-23, Class 1-A-24, Class 1-A-25, Class 1-A-26,
Class 1-A-27, Class 1-A-28, Class 1-A-29, Class 1-A-30, Class 1-A-31, Class
1-A-32, Class 1-A-33, Class 1-A-PO and Class 1-A-R Certificates.
Group 2-A Certificates: Class 2-A-1, Class 2-A-2, Class 2-A-PO and
Class 2-A-R Certificates.
Group 1-B Certificates: Any of the Class 1-B-1, Class 1-B-2, Class
1-B-3, Class 1-B-4, Class 1-B-5 or Class 1-B-6 Certificates.
Group 2-B Certificates: Any of the Class 2-B-1, Class 2-B-2, Class
2-B-3, Class 2-B-4, Class 2-B-5 or Class 2-B-6 Certificates.
Holder: A Certificateholder.
Independent: When used with respect to any specified Person means
such a Person who (i) is in fact independent of the Depositor and the Servicer,
(ii) does not have any direct financial interest or any material indirect
financial interest in the Depositor or the Servicer or in an affiliate of either
of them, and (iii) is not connected with the Depositor or the Servicer as an
officer, employee, promoter, underwriter, trustee, partner, director or person
performing similar functions.
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: $148,461.45 for Loan Group 1 and
$100,000, for Loan Group 2.
Initial Class Certificate Balance: As to each Class of Certificates,
the Class Certificate Balance set forth in the Preliminary Statement.
Initial Fraud Loss Amount: $5,013,405.31 for Loan Group 1 and
$1,254,715.52, for Loan Group 2.
Initial Special Hazard Amount: $5,013,405.31 for Loan Group 1 and
$2,301,548.89, for Loan Group 2.
Insurance Policy: With respect to any Mortgage Loan included in the
Trust Estate, any related insurance policy, including all riders and
endorsements thereto in effect, including any replacement policy or policies for
any Insurance Policies.
Insurance Proceeds: Proceeds paid by an insurer pursuant to any
Insurance Policy, in each case other than any amount included in such Insurance
Proceeds in respect of Insured Expenses.
Insured Expenses: Expenses covered by an Insurance Policy or any
other insurance policy with respect to the Mortgage Loans.
Interest Accrual Period: As to any Distribution Date and each Class
of Certificates (other than the Class A-PO Certificates), the period from and
including the first day of the calendar month preceding the calendar month of
such Distribution Date to but not including the first day of the calendar month
of such Distribution Date.
Interest Distribution Amount: For any Distribution Date and each
interest-bearing Class, the sum of (i) the Accrued Certificate Interest, subject
to reduction pursuant to Section 5.02(c) and (ii) any Class Unpaid Interest
Shortfall for such Class.
Interest Settlement Rate: As defined in Section 5.10.
LIBOR: As to any Distribution Date, the arithmetic mean of the
London Interbank offered rate quotations for one-month U.S. Dollar deposits, as
determined by the Trustee in accordance with Section 5.10.
LIBOR Business Day: Any Business Day on which banks are open for
dealing in foreign currency and exchange in London, England, the City of New
York and the State where the Corporate Trust Office is located.
LIBOR Certificates: Any of the Class 1-A-22, Class 1-A-23 and Class
1-A-24 Certificates.
Liquidated Mortgage Loan: With respect to any Distribution Date, a
defaulted Mortgage Loan (including any REO Property) that was liquidated in the
calendar month preceding the month of such Distribution Date and as to which the
Servicer has certified (in accordance with this Agreement) that it has received
all proceeds it expects to receive in connection with the liquidation of such
Mortgage Loan including the final disposition of an REO Property.
Liquidation Proceeds: Amounts, including Insurance Proceeds,
received in connection with the partial or complete liquidation of defaulted
Mortgage Loans, whether through trustee's sale, foreclosure sale or otherwise or
amounts received in connection with any condemnation or partial release of a
Mortgaged Property and any other proceeds received in connection with an REO
Property, less the sum of related unreimbursed Servicing Fees and Advances.
Living Holder: A Certificate Owner of a Special Retail Certificate
other than a Deceased Holder.
Loan Group: Either of Loan Group 1 or Loan Group 2.
Loan Group 1: The Group 1 Mortgage Loans.
Loan Group 2: The Group 2 Mortgage Loans.
Loan-to-Value Ratio: With respect to any Mortgage Loan and any date
of determination, the fraction, expressed as a percentage, the numerator of
which is the outstanding principal balance of the related Mortgage Loan at the
date of determination and the denominator of which is the Appraised Value of the
related Mortgaged Property.
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 May 24, 2001, between the Bank of America, N.A., as seller, and
the Depositor, as purchaser.
Mortgage Loan Schedule: The list of Mortgage Loans (as from time to
time amended by the Servicer to reflect the addition of Substitute Mortgage
Loans and the deletion of Defective Mortgage Loans pursuant to the provisions of
this Agreement) transferred to the Trustee as part of the Trust Estate and from
time to time subject to this Agreement, attached hereto as Exhibit D-1 and
Exhibit D-2, setting forth the following information with respect to each
Mortgage Loan: (i) the Mortgage Loan identifying number; (ii) a code indicating
whether the Mortgaged Property is owner-occupied; (iii) the property type for
each Mortgaged Property; (iv) the original months to maturity or the remaining
months to maturity from the Cut-Off Date; (v) the Loan-to-Value Ratio at
origination; (vi) the Mortgage Interest Rate; (vii) the date on which the first
Monthly Payment was due on the Mortgage Loan, and, if such date is not the Due
Date currently in effect, such Due Date; (viii) the stated maturity date; (ix)
the amount of the Monthly Payment as of the Cut-Off Date; (x) the paid-through
date; (xi) the original principal amount of the Mortgage Loan; (xii) the
principal balance of the Mortgage Loan as of the close of business on the
Cut-Off Date, after application of payments of principal due on or before the
Cut-Off Date, whether or not collected, and after deduction of any payments
collected of scheduled principal due after the Cut-Off Date; (xiii) a code
indicating the purpose of the Mortgage Loan; (xiv) a code indicating the
documentation style; and (xv) the Appraised Value. With respect to the Mortgage
Loans in the aggregate, the Mortgage Loan Schedule shall set forth the following
information, as of the Cut-Off Date: (i) the number of Mortgage Loans; (ii) the
current aggregate outstanding principal balance of the Mortgage Loans; (iii) the
weighted average Mortgage Rate of the Mortgage Loans; and (iv) the weighted
average months to maturity of the Mortgage Loans.
Mortgage Loans: Such of the mortgage loans transferred and assigned
to the Trustee pursuant to Section 2.01 as from time to time are held as a part
of the Trust Estate (including any Substitute Mortgage Loans and REO Property),
the Mortgage Loans originally so held being identified in the Mortgage Loan
Schedule.
Mortgage Note: The originally executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan,
together with all riders thereto and amendments thereof.
Mortgaged Property: The underlying property securing a Mortgage
Loan, which may include Co-op Shares or residential long-term leases.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Interest Rate: As to any Mortgage Loan and Distribution
Date, such Mortgage Loan's Mortgage Interest Rate thereon on the first day of
the month preceding the month of the related Distribution Date reduced by the
Servicing Fee Rate and the Trustee Fee Rate.
Non-PO Percentage: As to any Discount Mortgage Loan, a fraction
(expressed as a percentage), the numerator of which is the Net Mortgage Interest
Rate of such Discount Mortgage Loan and the denominator of which is 6.500% for
each Group 1 Discount Mortgage Loan and 6.250% for each Group 2 Discount
Mortgage Loan. As to any Mortgage Loan that is not a Discount Mortgage Loan,
100%.
Non-PO Principal Amount: As to any Distribution Date and Loan Group,
the sum of the applicable Non-PO Percentage of (a) the principal portion of each
Monthly Payment (without giving effect, prior to the reduction of the Bankruptcy
Loss Amount to zero, to any reductions thereof caused by any Debt Service
Reductions) due on each Mortgage Loan in such Loan Group on the related Due
Date, (b) the Stated Principal Balance, as of the date of repurchase, of each
Mortgage Loan in such Loan Group that was repurchased by the Depositor pursuant
to this Agreement as of such Distribution Date, (c) any Substitution Adjustment
Amount in connection with a Defective Mortgage Loan in such Loan Group received
with respect to such Distribution Date, (d) any Liquidation Proceeds allocable
to recoveries of principal of Mortgage Loans in such Loan Group that are not yet
Liquidated Mortgage Loans received during the calendar month preceding the month
of such Distribution Date, (e) with respect to each Mortgage Loan in such Loan
Group that became a Liquidated Mortgage Loan during the calendar month preceding
the month of such Distribution Date, the amount of Liquidation Proceeds
allocable to principal received with respect to such Mortgage Loan during the
calendar month preceding the month of such Distribution Date and (f) all
Principal Prepayments on the Mortgage Loans in such Loan Group received during
the calendar month preceding the month of such Distribution Date.
Non-Supported Interest Shortfalls: As to any Distribution Date and
Loan Group, the amount, if any, by which the aggregate of Prepayment Interest
Shortfalls for such Loan Group exceeds Compensating Interest for such Loan Group
for such Distribution Date.
Non-U.S. Person: A Person other than a U.S. Person.
Nonrecoverable Advance: Any portion of an Advance previously made or
proposed to be made in respect of a Mortgage Loan which has not been previously
reimbursed and which, in the good faith judgment of the Servicer, will not or,
in the case of a proposed Advance, would not be ultimately recoverable from the
related Mortgagor, related Liquidation Proceeds, or other recoveries in respect
of the related Mortgage Loan.
Offered Certificates: The Class A, Class 1-B-1, Class 1-B-2, Class
1-B-3, Class 2-B-1, Class 2-B-2 and Class 2-B-3 Certificates.
Officer's Certificate: A certificate signed by the Chairman of the
Board, Vice Chairman of the Board, President or a Vice President and by the
Treasurer, the Secretary or one of the Assistant Treasurers or Assistant
Secretaries, or any other duly authorized officer of the Depositor or the
Servicer, as the case may be, and delivered to the Trustee.
Opinion of Counsel: A written opinion of counsel acceptable to the
Trustee, who may be counsel for the Depositor or the Servicer, except that any
opinion of counsel relating to the qualification of the Trust Estate as two
separate REMICs or compliance with the REMIC Provisions must be an opinion of
Independent counsel.
Original Fractional Interest: With respect to each of the following
Classes of Subordinate Certificates, the corresponding percentage described
below, as of the Closing Date:
Class 1-B-1 1.85%
Class 1-B-2 1.10%
Class 1-B-3 0.64%
Class 1-B-4 0.40%
Class 1-B-5 0.20%
Class 1-B-6 0.00%
Class 2-B-1 1.15%
Class 2-B-2 0.80%
Class 2-B-3 0.45%
Class 2-B-4 0.20%
Class 2-B-5 0.15%
Class 2-B-6 0.00%
Original Subordinate Certificate Balance: $17,550,943.77 for Group 1
and $2,199,077.51 for Group 2.
OTS: The Office of Thrift Supervision.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan which
was not the subject of a Principal Prepayment in Full prior to such Due Date,
which did not become a Liquidated Mortgage Loan prior to such Due Date and which
was not purchased from the Trust prior to such Due Date pursuant to Sections
2.02 or 2.04.
Ownership Interest: As to any Certificate, any ownership or security
interest in such Certificate, including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or indirect, legal
or beneficial, as owner or as pledgee.
PAC Group: The Class 1-A-29 and Class 1-A-30 Certificates,
collectively.
PAC Principal Amount: As to any Distribution Date and for the PAC
Group, the amount, if any, that would reduce the balance of the PAC Group to the
balance shown in the table set forth in Exhibit M with respect to such
Distribution Date.
Pass-Through Rate: As to each Class of interest-bearing
Certificates, the per annum rate set forth or described in the Preliminary
Statement.
Paying Agent: As defined in Section 9.13.
Percentage Interest: As to any Certificate (other than a Class
1-A-17, Class 1-A-18, Class 1-A-20, Class 1-A-21, Class 1-A-26 or Class 1-A-28
Certificate), the percentage obtained by dividing the initial Certificate
Balance of such Certificate by the Initial Class Certificate Balance of the
Class of which such Certificate is a part. With respect to a Class 1-A-17, Class
1-A-18, Class 1-A-20, Class 1-A-21, Class 1-A-26 or Class 1-A-28 Certificate,
the percentage obtained by dividing the current Certificate Balance of each such
Certificate by the current Class Certificate Balance of the Class of which said
Certificate is a part.
Periodic Advance: The payment required to be made by the Servicer
with respect to any Distribution Date pursuant to Section 3.20, the amount of
any such payment being equal to the aggregate of Monthly Payments (net of the
Servicing Fee) on the Mortgage Loans (including any REO Property) that were due
on the related Due Date and not received as of the close of business on the
related Determination Date, less the aggregate amount of any such delinquent
payments that the Servicer has determined would constitute a Nonrecoverable
Advance if advanced.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to principal and interest by
the United States, FHLMC, FNMA or any agency or instrumentality of the
United States when such obligations are backed by the full faith and
credit of the United States; provided that such obligations of FHLMC or
FNMA shall be limited to senior debt obligations and mortgage
participation certificates other than investments in mortgage-backed or
mortgage participation securities with yields evidencing extreme
sensitivity to the rate of principal payments on the underlying mortgages,
which shall not constitute Permitted Investments hereunder;
(ii) repurchase agreements on obligations specified in clause (i)
maturing not more than one month from the date of acquisition thereof with
a corporation incorporated under the laws of the United States or any
state thereof rated not lower than "A-1" by S&P and "F-1" by Fitch;
(iii) federal funds, certificates of deposit, demand deposits,
time deposits and bankers' acceptances (which shall each have an original
maturity of not more than 90 days and, in the case of bankers'
acceptances, shall in no event have an original maturity of more than 365
days or a remaining maturity of more than 30 days) denominated in United
States dollars of any U.S. depository institution or trust company
incorporated under the laws of the United States or any state thereof,
rated not lower than "A-1" by S&P and "F-1" by Fitch;
(iv) commercial paper (having original maturities of not more
than 365 days) of any corporation incorporated under the laws of the
United States or any state thereof which is rated not lower than "A-1" by
S&P and "F-1" by Fitch;
(v) investments in money market funds (including funds of the
Trustee or its affiliates, or funds for which an affiliate of the Trustee
acts as advisor, as well as funds for which the Trustee and its affiliates
may receive compensation) rated either "AAAm" or "AAAmG" by S&P, and "AAA"
by Fitch or otherwise approved in writing by each Rating Agency; and
(vi) other obligations or securities that are acceptable to each
Rating Agency and, as evidenced by an Opinion of Counsel obtained by the
Servicer, will not affect the qualification of either REMIC 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 1-A-R, Class 2-A-R, Class 1-B-4,
Class 1-B-5, Class 1-B-6, Class 2-B-4, Class 2-B-5 and Class 2-B-6 Certificates.
Plan: As defined in Section 6.02(e).
PO Percentage: As to any Discount Mortgage Loan, 100% minus the
Non-PO Percentage for such Mortgage Loan. As to any Mortgage Loan that is not a
Discount Mortgage Loan, 0%.
PO Principal Amount: As to any Distribution Date and Loan Group, the
sum of the applicable PO Percentage of (a) the principal portion of each Monthly
Payment (without giving effect, prior to the reduction of the Bankruptcy Loss
Amount to zero, to any reductions thereof caused by any Debt Service Reductions)
due on each Mortgage Loan in such Loan Group on the related Due Date, (b) the
Stated Principal Balance, as of the date of repurchase, of each Mortgage Loan in
such Loan Group that was repurchased by the Depositor pursuant to this Agreement
as of such Distribution Date, (c) any Substitution Adjustment Amount in
connection with any Defective Mortgage Loan in such Loan Group received with
respect to such Distribution Date, (d) any Liquidation Proceeds allocable to
recoveries of principal of Mortgage Loans in such Loan Group that are not yet
Liquidated Mortgage Loans received during the calendar month preceding the month
of such Distribution Date, (e) with respect to each Mortgage Loan in such Loan
Group that became a Liquidated Mortgage Loan during the calendar month preceding
the month of such Distribution Date, the amount of Liquidation Proceeds
allocable to principal received with respect to such Mortgage Loan during the
calendar month preceding the month of such Distribution Date with respect to
such Mortgage Loan and (f) all Principal Prepayments received on the Mortgage
Loans in such Loan Group received during the calendar month preceding the month
of such Distribution Date.
Pool Distribution Amount: As to any Distribution Date and Loan
Group, the excess of (a) the sum of (i) the aggregate of (A) the interest
portion of any Monthly Payment on a Mortgage Loan in such Loan Group (net of the
Servicing Fee) and the principal portion of any Monthly Payment on a Mortgage
Loan in such Loan Group due on the Due Date in the month in which such
Distribution Date occurs and which is received prior to the related
Determination Date and (B) all Periodic Advances and payments of Compensating
Interest made by the Servicer in respect of such Loan Group and Distribution
Date deposited to the Servicer Custodial Account pursuant to Section
3.08(b)(vii); (ii) all Liquidation Proceeds received on the Mortgage Loans in
such Loan Group during the preceding calendar month and deposited to the
Servicer Custodial Account pursuant to Section 3.08(b)(iii); (iii) all Principal
Prepayments received on the Mortgage Loans in such Loan Group during the month
preceding the month of such Distribution Date and deposited to the Servicer
Custodial Account pursuant to Section 3.08(b)(i) during such period; (iv) in
connection with Defective Mortgage Loans in such Loan Group, as applicable, the
aggregate of the Repurchase Prices and Substitution Adjustment Amounts deposited
on the related Remittance Date pursuant to Section 3.08(b)(vi); and (v) any
other amounts in the Servicer Custodial Account deposited therein pursuant to
Sections 3.08(b)(iv), (v) and (viii) in respect of such Distribution Date and
such Loan Group; over (b) any (i) amounts permitted to be withdrawn from the
Servicer Custodial Account pursuant to clauses (i) through (vii), inclusive, of
Section 3.11(a) in respect of such Loan Group and (ii) amounts permitted to be
withdrawn from the related Certificate Account pursuant to clauses (i) and (ii)
of Section 3.11(b) in respect of such Loan Group.
Pool Stated Principal Balance: As to any Distribution Date and Loan
Group, the aggregate Stated Principal Balances of all Mortgage Loans in such
Loan Group that were Outstanding Mortgage Loans immediately following the Due
Date in the month of such Distribution Date.
Premium Mortgage Loan: Any Group 1 Premium Mortgage Loan or Group 2
Premium Mortgage Loan.
Prepayment Interest Shortfall: As to any Distribution Date and each
Mortgage Loan subject to a Principal Prepayment received during the calendar
month preceding such Distribution Date, the amount, if any, by which one month's
interest at the related Mortgage Interest Rate (net of the Servicing Fee) on
such Principal Prepayment exceeds the amount of interest paid in connection with
such Principal Prepayment.
Primary Insurance Policy: Each policy of primary mortgage guaranty
insurance or any replacement policy therefor with respect to any Mortgage Loan,
in each case issued by an insurer acceptable to FNMA or FHLMC.
Principal-Only Certificates: Any Class of Certificates entitled to
distributions of principal, but to no distributions of interest. The Class
1-A-11, Class 1-A-31, 1-A-PO and Class 2-A-PO Certificates are the only Classes
of Principal-Only Certificates.
Principal Prepayment: Any payment or other recovery of principal on
a Mortgage Loan (other than Liquidation Proceeds) which is received in advance
of its scheduled Due Date and is not accompanied by an amount of interest
representing scheduled interest due on any date or dates in any month or months
subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment of the entire
principal balance of a Mortgage Loan.
Priority Amount: As to any Distribution Date, the lesser of (i) the
Class Certificate Balance of the Class 1-A-5 Certificates and (ii) the product
of (a) the Shift Percentage, (b) the Priority Percentage and (c) the Non-PO
Principal Amount for Group 1.
Priority Percentage: As to any Distribution Date, the percentage
equivalent (carried to six places rounded up) of a fraction the numerator of
which is the Class Certificate Balance of the Class 1-A-5 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 1-A-PO Certificates) of Group 1 immediately prior to such date.
Private Certificates: The Class 1-B-4, Class 1-B-5, Class 1-B-6,
Class 2-B-4, Class 2-B-5 and Class 2-B-6 Certificates.
Pro Rata Share: As to any Distribution Date and any Class of
Subordinate Certificates of a Group that is not a Restricted Class, the portion
of the Subordinate Principal Distribution Amount for such Group allocable to
such Class, equal to the product of the Subordinate Principal Distribution
Amount for such Group for such Distribution Date and a fraction, the numerator
of which is the related Class Certificate Balance thereof and the denominator of
which is the aggregate Class Certificate Balance of the Subordinate Certificates
of such Group that are not Restricted Classes. The Pro Rata Share of a
Restricted Class shall be 0%.
Qualified Appraiser: An appraiser of a Mortgaged Property duly
appointed by the originator of the related Mortgage Loan, who had no interest,
direct or indirect, in such Mortgaged Property or in any loan made on the
security thereof, whose compensation is not affected by the approval or
disapproval of the related Mortgage Loan and who met the minimum qualifications
of FNMA or FHLMC.
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.
Rate Determination Date: As to any Distribution Date and any Class
of LIBOR Certificates, the second LIBOR Business Day prior to the beginning of
the applicable Interest Accrual Period for such Class and such Distribution
Date.
Realized Loss: With respect to each Liquidated Mortgage Loan, an
amount as of the date of such liquidation, equal to (i) the unpaid principal
balance of the Liquidated Mortgage Loan as of the date of such liquidation, plus
(ii) interest at the Net Mortgage Interest Rate from the Due Date as to which
interest was last paid or advanced (and not reimbursed) to Certificateholders up
to the Due Date in the month in which Liquidation Proceeds are required to be
distributed on the Stated Principal Balance of such Liquidated Mortgage Loan
from time to time, minus (iii) the Liquidation Proceeds, if any, received during
the month in which such liquidation occurred, to the extent applied as
recoveries of interest at the Net Mortgage Interest Rate and to principal of the
Liquidated Mortgage Loan. With respect to each Mortgage Loan that has become the
subject of a Deficient Valuation, if the principal amount due under the related
Mortgage Note has been reduced, the difference between the principal balance of
the Mortgage Loan outstanding immediately prior to such Deficient Valuation and
the principal balance of the Mortgage Loan as reduced by the Deficient
Valuation. With respect to each Mortgage Loan that has become the subject of a
Debt Service Reduction and any Distribution Date, the amount, if any, by which
the principal portion of the related Monthly Payment has been reduced.
Record Date: The last day of the month (or, if such day is not a
Business Day, the preceding Business Day) preceding the month of the related
Distribution Date.
Refinance Mortgage Loan: Any Mortgage Loan the proceeds of which
were not used to purchase the related Mortgaged Property.
Regular Certificates: As defined in the Preliminary Statement
hereto.
Related Group: For Loan Group 1, Group 1 and for Loan Group 2, Group
2.
Related Loan Group: For Group 1, Loan Group 1 and for Group 2, Loan
Group 2.
Relief Act: The Soldiers' and Sailors' Civil Relief Act of 1940, as
amended.
Relief Act Reduction: With respect to any Distribution Date, for any
Mortgage Loan as to which there has been a reduction in the amount of interest
collectible thereon for the most recently ended calendar month as a result of
the application of the Relief Act, the amount, if any, by which (i) interest
collectible on such Mortgage Loan for the most recently ended calendar month is
less than (ii) interest accrued pursuant to the terms of the Mortgage Note on
the same principal amount and for the same period as the interest collectible on
such Mortgage Loan for the most recently ended calendar month.
REMIC: A "real estate mortgage investment conduit" within the
meaning of Section 860D of the Code.
REMIC Certificate Maturity Date: The "latest possible maturity date"
of the Regular Certificates of a Group as that term is defined in Section 2.07.
REMIC Provisions: Provisions of the federal income tax law relating
to real estate mortgage investment conduits, which appear at Section 860A
through 860G of Subchapter M of Chapter 1 of the Code, and related provisions,
and regulations promulgated thereunder, as the foregoing may be in effect from
time to time, as well as provisions of applicable state laws.
Remittance Date: As to any Distribution Date, by 2:00 p.m. Eastern
time on the Business Day immediately preceding such Distribution Date.
REO Disposition Period: As defined in Section 3.14.
REO Proceeds: Proceeds, net of any related expenses of the Servicer,
received in respect of any REO Property (including, without limitation, proceeds
from the rental of the related Mortgaged Property) which are received prior to
the final liquidation of such Mortgaged Property.
REO Property: A Mortgaged Property acquired by the Servicer on
behalf of the Trust through foreclosure or deed-in-lieu of foreclosure in
connection with a defaulted Mortgage Loan.
Repurchase Price: As to any Defective Mortgage Loan repurchased on
any date pursuant to Sections 2.02 or 2.04, an amount equal to the sum of (i)
the unpaid principal balance thereof and (ii) the unpaid accrued interest
thereon at the applicable Mortgage Interest Rate from the Due Date to which
interest was last paid by the Mortgagor to the first day of the month following
the month in which such Mortgage Loan became eligible to be repurchased.
Request for Release: The Request for Release submitted by the
Servicer to the Trustee or the Custodian on behalf of the Trustee, substantially
in the form of Exhibit E.
Required Insurance Policy: With respect to any Mortgage Loan, any
insurance policy which is required to be maintained from time to time under this
Agreement in respect of such Mortgage Loan.
Reserve Interest Rate: As defined in Section 5.10.
Residual Certificates: The Class 1-A-R or Class 2-A-R Certificate.
Responsible Officer: When used with respect to the Trustee, any
officer of the Corporate Trust Department of the Trustee, including any Senior
Vice President, any Vice President, any Assistant Vice President, any Assistant
Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of
the Trustee customarily performing functions similar to those performed by any
of the above designated officers and having responsibility for the
administration of this Agreement.
Restricted Classes: As defined in Section 5.02(d).
Rounding Account: As defined in Section 3.23.
Rounding Amount: As defined in Section 3.23.
S&P: Standard & Poor's, a division of The McGraw-Hill Companies,
Inc., or any successor thereto.
Seller: Bank of America, N.A., a national banking association, or
its successor in interest, as seller of the Mortgage Loans under the Mortgage
Loan Purchase Agreement.
Senior Certificates: The Class A Certificates.
Senior Credit Support Depletion Date: As to each Group, the date on
which the aggregate Class Certificate Balance of the Subordinate Certificates of
such Group is reduced to zero.
Senior Percentage: With respect to any Distribution Date and Group,
the percentage, carried six places rounded up, obtained by dividing the
aggregate Class Certificate Balance of the Senior Certificates (other than the
Class A-PO Certificates) of such Group immediately prior to such Distribution
Date by the aggregate Class Certificate Balance of all Classes of Certificates
(other than the Class A-PO Certificates) of such Group immediately prior to such
Distribution Date.
Senior Prepayment Percentage: For any Distribution Date and Group
during the five years beginning on the first Distribution Date, 100%. The Senior
Prepayment Percentage for any Group for any Distribution Date occurring on or
after the fifth anniversary of the first Distribution Date will, except as
provided herein, be as follows: for any Distribution Date in the first year
thereafter, the Senior Percentage for such Group plus 70% of the Subordinate
Percentage for such Group for such Distribution Date; for any Distribution Date
in the second year thereafter, the Senior Percentage for such Group plus 60% of
the Subordinate Percentage for such Group for such Distribution Date; for any
Distribution Date in the third year thereafter, the Senior Percentage for such
Group plus 40% of the Subordinate Percentage for such Group for such
Distribution Date; for any Distribution Date in the fourth year thereafter, the
Senior Percentage for such Group plus 20% of the Subordinate Percentage for such
Group for such Distribution Date; and for any Distribution Date in the fifth or
later years thereafter, the Senior Percentage for such Group for such
Distribution Date (unless on any of the foregoing Distribution Dates the Senior
Percentage for such Group exceeds the initial Senior Percentage for such Group,
in which case the Senior Prepayment Percentage for such Group for such
Distribution Date will once again equal 100%). Notwithstanding the foregoing, no
decrease in the Senior Prepayment Percentage for such Group will occur unless
both of the Senior Step Down Conditions are satisfied.
Senior Principal Distribution Amount: As to any Distribution Date
and Group, the sum of (i) the Senior Percentage of the applicable Non-PO
Percentage for such Group of all amounts described in clauses (a) through (d) of
the definition of "Non-PO Principal Amount" for such Distribution Date and
Related Loan Group and (ii) the Senior Prepayment Percentage of the applicable
Non-PO Percentage for such Group of the amounts described in clauses (e) and (f)
of the definition of "Non-PO Principal Amount" for such Distribution Date and
Related Loan Group; provided, however, that if a Debt Service Reduction that is
an Excess Loss is sustained with respect to a Mortgage Loan in the Related Loan
Group that is not a Liquidated Mortgage Loan, the Senior Principal Distribution
Amount for such Group will be reduced on the related Distribution Date by the
Senior Percentage of the Non-PO Percentage for such Group of the principal
portion of such Debt Service Reduction.
Senior Step Down Conditions: As of any Distribution Date and Group
as to which any decrease in the Senior Prepayment Percentage for such Group
applies, (i) the outstanding principal balance of all Mortgage Loans in the
Related Loan Group (including, for this purpose, any Mortgage Loans in
foreclosure or any REO Property) delinquent 60 days or more (averaged over the
preceding six month period), as a percentage of the aggregate Class Certificate
Balance of the Subordinate Certificates of such Group (averaged over the
preceding six-month period), is not equal to or greater than 50% or (ii)
cumulative Realized Losses with respect to the Mortgage Loans in the Related
Loan Group as of the applicable Distribution Date do not exceed the percentages
of the Original Subordinate Certificate Balance for such Group set forth below:
Percentage of
Original Subordinate
Distribution Date Occurring Certificate Balance
- --------------------------- -------------------
June 2006 through May 2007 30%
June 2007 through May 2008 35%
June 2008 through May 2009 40%
June 2009 through May 2010 45%
June 2010 and thereafter 50%
Servicer: Bank of America, N.A., a national banking association, or
its successor in interest, in its capacity as servicer of the Mortgage Loans, or
any successor servicer appointed as herein provided.
Servicer Advance Date: As to any Distribution Date, 11:30 a.m.,
Eastern time, on the Business Day immediately preceding such Distribution Date.
Servicer Custodial Account: The separate Eligible Account or
Accounts created and maintained by the Servicer pursuant to Section 3.08(b).
Servicer's Certificate: The monthly report required by Section 4.01.
Servicing Advances: All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in the performance by the Servicer of its
servicing obligations, including, but not limited to (i) the preservation,
restoration and protection of a Mortgaged Property, (ii) expenses reimbursable
to the Servicer pursuant to Section 3.14 and any enforcement or judicial
proceedings, including foreclosures, (iii) the management and liquidation of any
REO Property and (iv) compliance with the obligations under Section 3.12.
Servicing Fee: With respect to each Mortgage Loan and Distribution
Date, the amount of the fee payable to the Servicer, which shall, for such
Distribution Date, be equal to one-twelfth of the product of the Servicing Fee
Rate with respect to such Mortgage Loan and the Stated Principal Balance of such
Mortgage Loan, subject to reduction as provided in Section 3.17. Such fee shall
be payable monthly, computed on the basis of the same Stated Principal Balance
and period respecting which any related interest payment on a Mortgage Loan is
computed. The Servicer's right to receive the Servicing Fee is limited to, and
payable solely from, the interest portion (including recoveries with respect to
interest from Liquidation Proceeds and other proceeds, to the extent permitted
by Section 3.11) of related Monthly Payments collected by the Servicer, or as
otherwise provided under Section 3.11.
Servicing Fee Rate: With respect to each Mortgage Loan in the
Related Loan Group, the per annum rate equal to (i) the related Mortgage
Interest Rate less (ii) the sum of 6.500% for Group 1 and 6.250% for Group 2 and
the Trustee Fee Rate; provided, however, that the Servicing Fee Rate shall not
be less than 0.25% per annum with respect to any Mortgage Loan.
Servicing File: The items pertaining to a particular Mortgage Loan
referred to in Exhibit J hereto, and any additional documents required to be
added to the Servicing File pursuant to the Agreement.
Servicing Officer: Any officer of the Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name appears on a list of servicing officers furnished to the Trustee by the
Servicer, as such list may from time to time be amended.
Shift Percentage: As to any Distribution Date, the percentage
indicated below:
Distribution Date Occurring In Shift Percentage
------------------------------ ----------------
June 2001 through May 2006 0%
June 2006 through May 2007 30%
June 2007 through May 2008 40%
June 2008 through May 2009 60%
June 2009 through May 2010 80%
June 2010 and thereafter 100%
Similar Law: As defined in Section 6.02(e).
Special Hazard Loss: As to a Mortgaged Property, any Realized Loss
on account of direct physical loss, exclusive of (i) any loss covered by a
hazard policy or a flood insurance policy maintained in respect of such
Mortgaged Property pursuant to Section 3.12 and (ii) any loss caused by or
resulting from:
(a) (i) wear and tear, deterioration, rust or corrosion, mold, wet
or dry rot; inherent vice or latent defect; animals, birds, vermin or insects;
or
(ii) settling, subsidence, cracking, shrinkage, building or
expansion of pavements, foundations, walls, floors, roofs or ceilings;
(b) errors in design, faulty workmanship or faulty materials, unless
the collapse of the property or a part thereof ensues and then only for the
ensuing loss;
(c) nuclear or chemical reaction or nuclear radiation or radioactive
or chemical contamination, all whether controlled or uncontrolled, and whether
such loss is direct or indirect, proximate or remote; or
(d) (i) hostile or warlike action in time of peace or war, including
action in hindering, combating or defending against an actual, impending or
expected attack (A) by any government or sovereign power (de jure or de facto),
or by any authority maintaining or using military, naval or air forces; or (B)
by military, naval or air forces; or (C) by an agent of any such government,
power, authority or forces;
(ii) any weapon of war or facility for producing same employing
atomic fission, radioactive force or chemical or biological contaminants,
whether in time of peace or war; or
(iii) insurrection, rebellion, revolution, civil war, usurped
power or action taken by governmental authority in hindering, combating or
defending against such an occurrence, seizure or destruction under
quarantine or customs regulations, confiscation by order of any government
or public authority, or risks of contraband or illegal transportation or
trade.
Special Hazard Loss Amount: As to any Distribution Date and Loan
Group, the lesser of (a) the greatest of (i) 1% of the Pool Stated Principal
Balance of the Mortgage Loans in such Loan Group, (ii) twice the principal
balance of the largest Mortgage Loan in such Loan Group, and (iii) the aggregate
principal balance of all Mortgage Loans in such Loan Group secured by Mortgaged
Properties located in the single California five-digit postal zip code having
the highest aggregate principal balance of any zip code area (all principal
balances to be calculated as of the first day of the month preceding such
Distribution Date after giving effect to Monthly Payments then due, whether or
not paid) and (b) the Initial Special Hazard Loss Amount for such Loan Group,
reduced (but not below zero) by the amount of Realized Losses in respect of
Special Hazard Mortgage Loans previously incurred during the period from the
Cut-Off Date through the last day of the month preceding the month of such
Distribution Date. Either Special Hazard Loss Amount may be further reduced from
time to time below the amounts specified above with the written consent of the
Rating Agencies and without resulting in a downgrading to the then-current
rating of the Certificates.
Special Hazard Mortgage Loan: Any Liquidated Mortgage Loan as to
which the ability to recover thereon was substantially impaired by reason of a
hazard or loss not covered by a hazard policy or flood insurance policy
maintained in respect of such Mortgaged Property pursuant to Section 3.12.
Special Retail Certificates: The Class 1-A-17, Class 1-A-18, Class
1-A-20 and Class 1-A-21, Class 1-A-26 and Class 1-A-28 Certificates.
Stated Principal Balance: As to any Mortgage Loan and date, the
unpaid principal balance of such Mortgage Loan as of the Due Date immediately
preceding such date as specified in the amortization schedule at the time
relating thereto (before any adjustment to such amortization schedule by reason
of any moratorium or similar waiver or grace period) after giving effect to any
previous partial Principal Prepayments and Liquidation Proceeds allocable to
principal (other than with respect to any Liquidated Mortgage Loan) and to the
payment of principal due on such Due Date and irrespective of any delinquency in
payment by the related Mortgagor, and after giving effect to any Deficient
Valuation.
Subordinate Certificates: The Class B Certificates.
Subordinate Percentage: As of any Distribution Date and Group, 100%
minus the Senior Percentage for such Group for such Distribution Date.
Subordinate Prepayment Percentage: As to any Distribution Date and
Group, 100% minus the Senior Prepayment Percentage for such Group for such
Distribution Date.
Subordinate Principal Distribution Amount: With respect to any
Distribution Date and Group, an amount equal to the sum of (i) the Subordinate
Percentage for such Group of the applicable Non-PO Percentage of all amounts
described in clauses (a) through (d) of the definition of "Non-PO Principal
Amount" for such Distribution Date and Related Loan Group and (ii) the
Subordinate Prepayment Percentage of the applicable Non-PO Percentage of the
amounts described in clauses (e) and (f) of the definition of "Non-PO Principal
Amount" for such Distribution Date and Related Loan Group; provided, however,
that if a Debt Service Reduction that is an Excess Loss is sustained with
respect to a Mortgage Loan in the Related Group that is not a Liquidated
Mortgage Loan, the Subordinate Principal Distribution Amount for such Group will
be reduced on the related Distribution Date by the Subordinate Percentage for
such Group of the applicable Non-PO Percentage of the principal portion of such
Debt Service Reduction.
Subservicer: Any Person with which the Servicer has entered into a
Subservicing Agreement and which satisfies the requirements set forth therein.
Subservicing Agreement: Any subservicing agreement (which, in the
event the Subservicer is an affiliate of the Servicer, need not be in writing)
between the Servicer and any Subservicer relating to servicing and/or
administration of certain Mortgage Loans as provided in Section 3.02.
Substitute Mortgage Loan: A Mortgage Loan substituted for a
Defective Mortgage Loan which must, on the date of such substitution (i) have a
Stated Principal Balance, after deduction of the principal portion of the
Monthly Payment due in the month of substitution, not in excess of, and not more
than 10% less than, the Stated Principal Balance of the Defective Mortgage Loan;
(ii) have a Net Mortgage Interest Rate equal to that of the Defective Mortgage
Loan; (iii) have a Loan-to-Value Ratio not higher than that of the Defective
Mortgage Loan; (iv) have a remaining term to maturity not greater than (and not
more than one year less than) that of the Defective Mortgage Loan; and (v)
comply with each Mortgage Loan representation and warranty set forth in the Sale
Agreement relating to the Defective Mortgage Loan. More than one Substitute
Mortgage Loan may be substituted for a Defective Mortgage Loan if such
Substitute Mortgage Loans meet the foregoing attributes in the aggregate.
Substitution Adjustment Amount: As defined in Section 2.02.
Tax Matters Person: Any person designated as "tax matters person" in
accordance with Section 5.06 and the manner provided under Treasury Regulation
ss. 1.860F-4(d) and Treasury Regulation ss. 301.6231(a)(7)-1.
Telerate page 3750: As defined in Section 5.10.
Treasury Regulations: The final and temporary regulations
promulgated under the Code by the U.S. Department of the Treasury.
Trust: The trust created by this Agreement.
Trust Estate: The corpus of the Trust created to the extent
described herein, consisting of the Mortgage Loans, such assets as shall from
time to time be identified as deposited in the Servicer Custodial Account or the
Certificate Accounts, in accordance with this Agreement, REO Property, the
Primary Insurance Policies and any other Required Insurance Policy and amounts
in the Rounding Accounts.
Trustee: The Bank of New York, and its successors-in-interest and,
if a successor trustee is appointed hereunder, such successor, as trustee.
Trustee Fee: As to any Distribution Date and Loan Group, an amount
equal to one-twelfth of the Trustee Fee Rate multiplied by the aggregate Stated
Principal Balance of the Mortgage Loans in the Related Loan Group immediately
following the Due Date in the month preceding the month in which such
Distribution Date occurs.
Trustee Fee Rate: With respect to each Mortgage Loan, 0.0030% per
annum.
Underwriting Guidelines: The underwriting guidelines of Bank of
America, N.A.
U.S. Person: A citizen or resident of the United States, a
corporation or partnership (unless, in the case of a partnership, Treasury
Regulations are adopted that provide otherwise) created or organized in or under
the laws of the United States, any state thereof or the District of Columbia,
including an entity treated as a corporation or partnership for federal income
tax purposes, an estate whose income is subject to United States federal income
tax regardless of its source, or a trust if a court within the United States is
able to exercise primary supervision over the administration of such trust, and
one or more such U.S. Persons have the authority to control all substantial
decisions of such trust (or, to the extent provided in applicable Treasury
Regulations, certain trusts in existence on August 20, 1996 which are eligible
to elect to be treated as U.S. Persons).
Voting Rights: The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. As of any date of
determination, (a) 1% of all Voting Rights shall be allocated to the Holders of
the Residual Certificates and (b) the remaining Voting Rights shall be allocated
among Holders of the remaining Classes of Certificates in proportion to the
Certificate Balances of their respective Certificates on such date.
Section 1.02 Interest Calculations. All calculations of interest
will be made on a 360-day year consisting of twelve 30-day months. All dollar
amounts calculated hereunder shall be rounded to the nearest penny with one-half
of one penny being rounded down.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans. (a) The Depositor,
concurrently with the execution and delivery hereof, hereby sells, transfers,
assigns, sets over and otherwise conveys to the Trustee on behalf of the Trust
for the benefit of the Certificateholders, without recourse, all the right,
title and interest of the Depositor in and to the Mortgage Loans, including all
interest and principal received on or with respect to the Mortgage Loans (other
than payments of principal and interest due and payable on the Mortgage Loans on
or before the Cut-Off Date). The foregoing sale, transfer, assignment and set
over does not and is not intended to result in a creation of an assumption by
the Trustee of any obligation of the Depositor or any other Person in connection
with the Mortgage Loans or any agreement or instrument relating thereto, except
as specifically set forth herein.
(b) In connection with such transfer and assignment, the Depositor
has delivered or caused to be delivered to the Trustee, for the benefit of the
Certificateholders, the following documents or instruments with respect to each
Mortgage Loan so assigned:
(i) the original Mortgage Note, endorsed by manual or facsimile
signature in the following form: "Pay to the order of The Bank of New
York, as Trustee, without recourse," with all necessary intervening
endorsements showing a complete chain of endorsement from the originator
to the Trustee (each such endorsement being sufficient to transfer all
right, title and interest of the party so endorsing, as noteholder or
assignee thereof, in and to that Mortgage Note);
(ii) except as provided below, the original recorded Mortgage with
evidence of a recording thereon, or if any such Mortgage has not been
returned from the applicable recording office or has been lost, or if such
public recording office retains the original recorded Mortgage, a copy of
such Mortgage certified by the Depositor as being a true and correct copy
of the Mortgage;
(iii) subject to the provisos at the end of this paragraph, a duly
executed Assignment of Mortgage to "The Bank of New York, as trustee for
the holders of the Bank of America Mortgage Securities, Inc. Mortgage
Pass-Through Certificates, Series 2001-6" (which may be included in a
blanket assignment or assignments), together with, except as provided
below, originals of all interim recorded assignments of such mortgage or a
copy of such interim assignment certified by the Depositor as being a true
and complete copy of the original recorded intervening assignments of
Mortgage (each such assignment, when duly and validly completed, to be in
recordable form and sufficient to effect the assignment of and transfer to
the assignee thereof, under the Mortgage to which the assignment relates);
provided that, if the related Mortgage has not been returned from the
applicable public recording office, such Assignment of Mortgage may
exclude the information to be provided by the recording office; and
provided, further, if the related Mortgage has been recorded in the name
of Mortgage Electronic Registration Systems, Inc. ("MERS") or its
designee, no Assignment of Mortgage in favor of the Trustee will be
required to be prepared or delivered and instead, the Servicer shall take
all actions as are necessary to cause the Trust to be shown as the owner
of the related Mortgage Loan on the records of MERS for purposes of the
system of recording transfers of beneficial ownership of mortgages
maintained by MERS;
(iv) the originals of all assumption, modification, consolidation or
extension agreements, if any, with evidence of recording thereon, if any;
(v) the original or duplicate original mortgagee title insurance
policy and all riders thereto;
(vi) the original of any guarantee executed in connection with the
Mortgage Note;
(vii) for each Mortgage Loan, if any, which is secured by a
residential long-term lease, a copy of the lease with evidence of
recording indicated thereon, or, if the lease is in the process of being
recorded, a photocopy of the lease, certified by an officer of the
respective prior owner of such Mortgage Loan or by the applicable title
insurance company, closing/settlement/escrow agent or company or closing
attorney to be a true and correct copy of the lease transmitted for
recordation;
(viii) the original of any security agreement, chattel mortgage or
equivalent document executed in connection with the Mortgage; and
(ix) for each Mortgage Loan secured by Co-op Shares, the originals
of the following documents or instruments:
(A) The stock certificate;
(B) The stock power executed in blank;
(C) The executed proprietary lease;
(D) The executed recognition agreement;
(E) The executed assignment of recognition agreement, if any;
(F) The executed UCC-1 financing statement with evidence of
recording thereon; and
(G) Executed UCC-3 financing statements or other appropriate
UCC financing statements required by state law, evidencing a
complete and unbroken line from the mortgagee to the Trustee with
evidence of recording thereon (or in a form suitable for
recordation).
provided, however, that on the Closing Date, with respect to item (iii), the
Depositor has delivered to the Trustee a copy of such Assignment of Mortgage in
blank and has caused the Servicer to retain the completed Assignment of Mortgage
for recording as described below, unless such Mortgage has been recorded in the
name of MERS or its designee. In addition, if the Depositor is unable to deliver
or cause the delivery of any original Mortgage Note due to the loss of such
original Mortgage Note, the Depositor may deliver a copy of such Mortgage Note,
together with a lost note affidavit, and shall thereby be deemed to have
satisfied the document delivery requirements of this Section 2.01(b). As set
forth on Exhibit L attached hereto is a list of all states where recordation is
required by either Rating Agency to obtain the initial ratings of the
Certificates. The Trustee may rely and shall be protected in relying upon the
information contained in such Exhibit L.
If in connection with any Mortgage Loans, the Depositor cannot
deliver (A) the Mortgage, (B) all interim recorded assignments, (C) all
assumption, modification, consolidation or extension agreements, if any, or (D)
the lender's title policy (together with all riders thereto) satisfying the
requirements of clause (ii), (iii), (iv) or (v) above, respectively,
concurrently with the execution and delivery hereof because such document or
documents have not been returned from the applicable public recording office in
the case of clause (ii), (iii) or (iv) above, or because the title policy has
not been delivered to either the Servicer or the Depositor by the applicable
title insurer in the case of clause (v) above, the Depositor shall promptly
deliver or cause to be delivered to the Trustee or the Custodian on behalf of
the Trustee, in the case of clause (ii), (iii) or (iv) above, such Mortgage,
such interim assignment or such assumption, modification, consolidation or
extension agreement, as the case may be, with evidence of recording indicated
thereon upon receipt thereof from the public recording office, but in no event
shall any such delivery of any such documents or instruments be made later than
one year following the Closing Date, unless, in the case of clause (ii), (iii)
or (iv) above, there has been a continuing delay at the applicable recording
office or, in the case of clause (v), there has been a continuing delay at the
applicable insurer and the Depositor has delivered the Officer's Certificate to
such effect to the Trustee. The Depositor shall forward or cause to be forwarded
to the Trustee (1) from time to time additional original documents evidencing an
assumption or modification of a Mortgage Loan and (2) any other documents
required to be delivered by the Depositor or the Servicer to the Trustee or the
Custodian on the Trustee's behalf. In the event that the original Mortgage is
not delivered and in connection with the payment in full of the related Mortgage
Loan the public recording office requires the presentation of a "lost
instruments affidavit and indemnity" or any equivalent document, because only a
copy of the Mortgage can be delivered with the instrument of satisfaction or
reconveyance, the Servicer shall prepare, execute and deliver or cause to be
prepared, executed and delivered, on behalf of the Trust, such a document to the
public recording office.
As promptly as practicable subsequent to such transfer and
assignment, and in any event, within 30 days thereafter, the Servicer shall
(except for any Mortgage which has been recorded in the name of MERS or its
designee) (I) cause each Assignment of Mortgage to be in proper form for
recording in the appropriate public office for real property records within 30
days of the Closing Date and (II) at the Depositor's expense, cause to be
delivered for recording in the appropriate public office for real property
records the Assignments of the Mortgages to the Trustee, except that, with
respect to any Assignment of a Mortgage as to which the Servicer has not
received the information required to prepare such assignment in recordable form,
the Servicer's obligation to do so and to deliver the same for such recording
shall be as soon as practicable after receipt of such information and in any
event within 30 days after the receipt thereof and, no recording of an
Assignment of Mortgage will be required in a state if either (i) the Depositor
furnishes to the Trustee an unqualified Opinion of Counsel reasonably acceptable
to the Trustee to the effect that recordation of such assignment is not
necessary under applicable state law to preserve the Trustee's interest in the
related Mortgage Loan against the claim of any subsequent transferee of such
Mortgage Loan or any successor to, or creditor of, the Depositor or the
originator of such Mortgage Loan or (ii) the recordation of an Assignment of
Mortgage in such state is not required by either Rating Agency in order to
obtain the initial ratings on the Certificates on the Closing Date.
In the case of Mortgage Loans that have been prepaid in full as of
the Closing Date, the Depositor, in lieu of delivering the above documents to
the Trustee, or the Custodian on the Trustee's behalf, will cause the Servicer
to deposit in the Servicer Custodial Account the portion of such payment that is
required to be deposited in the Servicer Custodial Account pursuant to Section
3.08.
Section 2.02 Acceptance by the Trustee of the Mortgage Loans.
Subject to the provisions of the following paragraph, the Trustee declares that
it, or the Custodian as its agent, will hold the documents referred to in
Section 2.01 and the other documents delivered to it constituting the Mortgage
Files, and that it will hold such other assets as are included in the Trust
Estate, in trust for the exclusive use and benefit of all present and future
Certificateholders.
Within 90 days after the execution and delivery of this Agreement,
the Trustee shall review, or cause the Custodian to review, the Mortgage Files
in its possession. If, in the course of such review, the Trustee or the
Custodian finds any document constituting a part of a Mortgage File which does
not meet the requirements of Section 2.01 or is omitted from such Mortgage File,
the Trustee shall promptly so notify the Servicer and the Depositor, or shall
cause the Custodian to promptly so notify the Servicer and the Depositor. In
performing any such review, the Trustee or the Custodian may conclusively rely
on the purported genuineness of any such document and any signature thereon. It
is understood that the scope of the Trustee's or the Custodian's review of the
Mortgage Files is limited solely to confirming that the documents listed in
Section 2.01 have been received and further confirming that any and all
documents delivered pursuant to Section 2.01 appear on their face to have been
executed and relate to the Mortgage Loans identified in the Mortgage Loan
Schedule. Neither the Trustee nor the Custodian shall have any responsibility
for determining whether any document is valid and binding, whether the text of
any assignment or endorsement is in proper or recordable form, whether any
document has been recorded in accordance with the requirements of any applicable
jurisdiction, or whether a blanket assignment is permitted in any applicable
jurisdiction. The Depositor hereby covenants and agrees that it will promptly
correct or cure such defect within 90 days from the date it was so notified of
such defect and, if the Depositor does not correct or cure such defect within
such period, the Depositor will either (a) substitute for the related Mortgage
Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the
manner and subject to the conditions set forth below or (b) purchase such
Mortgage Loan from the Trustee at the Repurchase Price for such Mortgage Loan;
provided, however, that in no event shall such a substitution occur more than
two years from the Closing Date; provided, further, that such substitution or
repurchase shall occur within 90 days of when such defect was discovered if such
defect will cause the Mortgage Loan not to be a "qualified mortgage" within the
meaning of Section 860G(a)(3) of the Code.
With respect to each Substitute Mortgage Loan the Depositor shall
deliver to the Trustee, for the benefit of the Certificateholders, the Mortgage
Note, the Mortgage, the related Assignment of Mortgage (except for any Mortgage
which has been recorded in the name of MERS or its designee), and such other
documents and agreements as are otherwise required by Section 2.01, with the
Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. No
substitution is permitted to be made in any calendar month after the
Determination Date for such month. Monthly Payments due with respect to any such
Substitute Mortgage Loan in the month of substitution shall not be part of the
Trust Estate and will be retained by the Depositor. For the month of
substitution, distributions to Certificateholders will include the Monthly
Payment due for such month on any Defective Mortgage Loan for which the
Depositor has substituted a Substitute Mortgage Loan.
The Servicer shall amend the Mortgage Loan Schedule for the benefit
of the Certificateholders to reflect the removal of each Mortgage Loan that has
become a Defective Mortgage Loan and the substitution of the Substitute Mortgage
Loan or Loans and the Servicer shall deliver the amended Mortgage Loan Schedule
to the Trustee and the Custodian. Upon such substitution, each Substitute
Mortgage Loan shall be subject to the terms of this Agreement in all respects,
and the Depositor shall be deemed to have made to the Trustee with respect to
such Substitute Mortgage Loan, as of the date of substitution, the
representations and warranties made pursuant to Section 2.04. Upon any such
substitution and the deposit to the Servicer Custodial Account of any required
Substitution Adjustment Amount (as described in the next paragraph) and receipt
of a Request for Release, the Trustee shall release, or shall direct the
Custodian to release, the Mortgage File relating to such Defective Mortgage Loan
to the Depositor and shall execute and deliver at the Depositor's direction such
instruments of transfer or assignment prepared by the Depositor, in each case
without recourse, as shall be necessary to vest title in the Depositor, or its
designee, to the Trustee's interest in any Defective Mortgage Loan substituted
for pursuant to this Section 2.02.
For any month in which the Depositor substitutes one or more
Substitute Mortgage Loans for one or more Defective Mortgage Loans, the amount
(if any) by which the aggregate principal balance of all such Substitute
Mortgage Loans in a Loan Group as of the date of substitution is less than the
aggregate Stated Principal Balance of all such Defective Mortgage Loans in such
Loan Group (after application of the principal portion of the Monthly Payments
due in the month of substitution) (the "Substitution Adjustment Amount" for such
Loan Group) plus an amount equal to the aggregate of any unreimbursed Advances
with respect to such Defective Mortgage Loans shall be deposited into the
applicable Certificate Account by the Depositor on or before the Remittance Date
for the Distribution Date in the month succeeding the calendar month during
which the related Mortgage Loan is required to be purchased or replaced
hereunder.
The Trustee shall retain or shall cause the Custodian to retain
possession and custody of each Mortgage File in accordance with and subject to
the terms and conditions set forth herein. The Servicer shall promptly deliver
to the Trustee, upon the execution or, in the case of documents requiring
recording, receipt thereof, the originals of such other documents or instruments
constituting the Mortgage File as come into the Servicer's possession from time
to time.
It is understood and agreed that the obligation of the Depositor to
substitute for or to purchase any Mortgage Loan which does not meet the
requirements of Section 2.01 shall constitute the sole remedy respecting such
defect available to the Trustee and any Certificateholder against the Depositor.
The Trustee or the Custodian, on behalf of the Trustee, shall be
under no duty or obligation (i) to inspect, review or examine any such
documents, instruments, certificates or other papers to determine that they are
genuine, enforceable, or appropriate for the represented purpose or that they
are other than what they purport to be on their face or (ii) to determine
whether any Mortgage File should include any of the documents specified in
Section 2.01(b)(iv), (vi), (vii) and (viii).
Section 2.03 Representations, Warranties and Covenants of the
Servicer. The Servicer hereby makes the following representations and warranties
to the Depositor and the Trustee, as of the Closing Date:
(i) The Servicer is a national banking association duly organized,
validly existing, and in good standing under the federal laws of the
United States of America and has all licenses necessary to carry on its
business as now being conducted and is licensed, qualified and in good
standing in each of the states where a Mortgaged Property is located if
the laws of such state require licensing or qualification in order to
conduct business of the type conducted by the Servicer. The Servicer has
power and authority to execute and deliver this Agreement and to perform
in accordance herewith; the execution, delivery and performance of this
Agreement (including all instruments of transfer to be delivered pursuant
to this Agreement) by the Servicer and the consummation of the
transactions contemplated hereby have been duly and validly authorized.
This Agreement, assuming due authorization, execution and delivery by the
other parties hereto, evidences the valid, binding and enforceable
obligation of the Servicer, subject to applicable law except as
enforceability may be limited by (A) bankruptcy, insolvency, liquidation,
receivership, moratorium, reorganization or other similar laws affecting
the enforcement of the rights of creditors and (B) general principles of
equity, whether enforcement is sought in a proceeding in equity or at law.
All requisite corporate action has been taken by the Servicer to make this
Agreement valid and binding upon the Servicer in accordance with its
terms.
(ii) No consent, approval, authorization or order is required for
the transactions contemplated by this Agreement from any court,
governmental agency or body, or federal or state regulatory authority
having jurisdiction over the Servicer is required or, if required, such
consent, approval, authorization or order has been or will, prior to the
Closing Date, be obtained.
(iii) The consummation of the transactions contemplated by this
Agreement are in the ordinary course of business of the Servicer and will
not result in the breach of any term or provision of the charter or
by-laws of the Servicer or result in the breach of any term or provision
of, or conflict with or constitute a default under or result in the
acceleration of any obligation under, any agreement, indenture or loan or
credit agreement or other instrument to which the Servicer or its property
is subject, or result in the violation of any law, rule, regulation,
order, judgment or decree to which the Servicer or its property is
subject.
(iv) There is no action, suit, proceeding or investigation pending
or, to the best knowledge of the Servicer, threatened against the Servicer
which, either individually or in the aggregate, would result in any
material adverse change in the business, operations, financial condition,
properties or assets of the Servicer, or in any material impairment of the
right or ability of the Servicer to carry on its business substantially as
now conducted or which would draw into question the validity of this
Agreement or the Mortgage Loans or of any action taken or to be taken in
connection with the obligations of the Servicer contemplated herein, or
which would materially impair the ability of the Servicer to perform under
the terms of this Agreement.
The representations and warranties made pursuant to this Section
2.03 shall survive delivery of the respective Mortgage Files to the Trustee for
the benefit of the Certificateholders.
Section 2.04 Representations and Warranties of the Depositor as to
the Mortgage Loans. The Depositor hereby represents and warrants to the Trustee
with respect to the Mortgage Loans or each Mortgage Loan, as the case may be, as
of the date hereof or such other date set forth herein that as of the Closing
Date:
(i) The information set forth in the Mortgage Loan Schedule is true
and correct in all material respects.
(ii) There are no delinquent taxes, ground rents, governmental
assessments, insurance premiums, leasehold payments, including assessments
payable in future installments or other outstanding charges affecting the
lien priority of the related Mortgaged Property.
(iii) The terms of the Mortgage Note and the Mortgage have not been
impaired, waived, altered or modified in any respect, except by written
instruments, recorded in the applicable public recording office if
necessary to maintain the lien priority of the Mortgage, and which have
been delivered to the Trustee; the substance of any such waiver,
alteration or modification has been approved by the insurer under the
Primary Insurance Policy, if any, the title insurer, to the extent
required by the related policy, and is reflected on the Mortgage Loan
Schedule. No instrument of waiver, alteration or modification has been
executed, and no Mortgagor has been released, in whole or in part, except
in connection with an assumption agreement approved by the insurer under
the Primary Insurance Policy, if any, the title insurer, to the extent
required by the policy, and which assumption agreement has been delivered
to the Trustee.
(iv) The Mortgage Note and the Mortgage are not subject to any right
of rescission, set-off, counterclaim or defense, including the defense of
usury, nor will the operation of any of the terms of the Mortgage Note and
the Mortgage, or the exercise of any right thereunder, render either the
Mortgage Note or the Mortgage unenforceable, in whole or in part, or
subject to any right of rescission, set-off, counterclaim or defense,
including the defense of usury and no such right of rescission, set-off,
counterclaim or defense has been asserted with respect thereto.
(v) All buildings upon the Mortgaged Property are insured by an
insurer generally acceptable to prudent mortgage lending institutions
against loss by fire, hazards of extended coverage and such other hazards
as are customary in the area the Mortgaged Property is located, pursuant
to insurance policies conforming to the requirements of Customary
Servicing Procedures and this Agreement. All such insurance policies
contain a standard mortgagee clause naming the originator of the Mortgage
Loan, its successors and assigns as mortgagee and all premiums thereon
have been paid. If the Mortgaged Property is in an area identified on a
flood hazard map or flood insurance rate map issued by the Federal
Emergency Management Agency as having special flood hazards (and such
flood insurance has been made available), a flood insurance policy meeting
the requirements of the current guidelines of the Federal Insurance
Administration is in effect which policy conforms to the requirements of
FNMA or FHLMC. The Mortgage obligates the Mortgagor thereunder to maintain
all such insurance at the Mortgagor's cost and expense, and on the
Mortgagor's failure to do so, authorizes the holder of the Mortgage to
maintain such insurance at Mortgagor's cost and expense and to seek
reimbursement therefor from the Mortgagor.
(vi) Any and all requirements of any federal, state or local law
including, without limitation, usury, truth in lending, real estate
settlement procedures, consumer credit protections, equal credit
opportunity or disclosure laws applicable to the origination and servicing
of Mortgage Loan have been complied with.
(vii) The Mortgage has not been satisfied, canceled, subordinated or
rescinded, in whole or in part (other than as to Principal Prepayments in
full which may have been received prior to the Closing Date), and the
Mortgaged Property has not been released from the lien of the Mortgage, in
whole or in part, nor has any instrument been executed that would effect
any such satisfaction, cancellation, subordination, rescission or release.
(viii) The Mortgage is a valid, existing and enforceable first lien
on the Mortgaged Property, including all improvements on the Mortgaged
Property subject only to (A) the lien of current real property taxes and
assessments not yet due and payable, (B) covenants, conditions and
restrictions, rights of way, easements and other matters of the public
record as of the date of recording being acceptable to mortgage lending
institutions generally and specifically referred to in the lender's title
insurance policy delivered to the originator of the Mortgage Loan and
which do not adversely affect the Appraised Value of the Mortgaged
Property, (C) if the Mortgaged Property consists of Co-op Shares, any lien
for amounts due to the cooperative housing corporation for unpaid
assessments or charges or any lien of any assignment of rents or
maintenance expenses secured by the real property owned by the cooperative
housing corporation, and (D) other matters to which like properties are
commonly subject which do not materially interfere with the benefits of
the security intended to be provided by the Mortgage or the use,
enjoyment, value or marketability of the related Mortgaged Property. Any
security agreement, chattel mortgage or equivalent document related to and
delivered in connection with the Mortgage Loan establishes and creates a
valid, existing and enforceable first lien and first priority security
interest on the property described therein and the Depositor has the full
right to sell and assign the same to the Trustee.
(ix) The Mortgage Note and the related Mortgage are genuine and each
is the legal, valid and binding obligation of the maker thereof,
enforceable in accordance with its terms except as enforceability may be
limited by (A) bankruptcy, insolvency, liquidation, receivership,
moratorium, reorganization or other similar laws affecting the enforcement
of the rights of creditors and (B) general principles of equity, whether
enforcement is sought in a proceeding in equity or at law.
(x) All parties to the Mortgage Note and the Mortgage had legal
capacity to enter into the Mortgage Loan and to execute and deliver the
Mortgage Note and the Mortgage, and the Mortgage Note and the Mortgage
have been duly and properly executed by such parties.
(xi) The proceeds of the Mortgage Loan have been fully disbursed to
or for the account of the Mortgagor and there is no obligation for the
Mortgagee to advance additional funds thereunder and any and all
requirements as to completion of any on-site or off-site improvements and
as to disbursements of any escrow funds therefor have been complied with.
All costs fees and expenses incurred in making or closing the Mortgage
Loan and the recording of the Mortgage have been paid, and the Mortgagor
is not entitled to any refund of any amounts paid or due to the Mortgagee
pursuant to the Mortgage Note or Mortgage.
(xii) To the best of the Depositor's knowledge, all parties which
have had any interest in the Mortgage Loan, whether as mortgagee,
assignee, pledgee or otherwise, are (or, during the period in which they
held and disposed of such interest, were) in compliance with any and all
applicable "doing business" and licensing requirements of the laws of the
state wherein the Mortgaged Property is located.
(xiii) The Mortgage Loan is covered by an ALTA lender's title
insurance policy, acceptable to FNMA or FHLMC, issued by a title insurer
acceptable to FNMA or FHLMC and qualified to do business in the
jurisdiction where the Mortgaged Property is located, insuring (subject to
the exceptions contained in (viii)(A) and (B) above) the Seller, its
successors and assigns as to the first priority lien of the Mortgage in
the original principal amount of the Mortgage Loan. The Depositor is the
sole insured of such lender's title insurance policy, and such lender's
title insurance policy is in full force and effect and will be in full
force and effect upon the consummation of the transactions contemplated by
this Agreement. No claims have been made under such lender's title
insurance policy, and the Depositor has not done, by act or omission,
anything which would impair the coverage of such lender's title insurance
policy.
(xiv) There is no default, breach, violation or event of
acceleration existing under the Mortgage or the Mortgage Note and no event
which, with the passage of time or with notice and the expiration of any
grace or cure period, would constitute a default, breach, violation or
event of acceleration, and the Seller has not waived any default, breach,
violation or event of acceleration.
(xv) As of the date of origination of the Mortgage Loan, there had
been no mechanics' or similar liens or claims filed for work, labor or
material (and no rights are outstanding that under law could give rise to
such lien) affecting the relating Mortgaged Property which are or may be
liens prior to, or equal or coordinate with, the lien of the related
Mortgage.
(xvi) All improvements which were considered in determining the
Appraised Value of the related Mortgaged Property lay wholly within the
boundaries and building restriction lines of the Mortgaged Property, and
no improvements on adjoining properties encroach upon the Mortgaged
Property.
(xvii) The Mortgage Loan was originated by a commercial bank or
similar banking institution which is supervised and examined by a federal
or state authority, or by a mortgagee approved by the Secretary of HUD.
(xviii) Principal payments on the Mortgage Loan commenced no more
than sixty days after the proceeds of the Mortgaged Loan were disbursed.
The Mortgage Loans are 30-year fixed rate mortgage loans having an
original term to maturity of not more than 30 years, with interest payable
in arrears on the first day of the month. Each Mortgage Note requires a
monthly payment which is sufficient to fully amortize the original
principal balance over the original term thereof and to pay interest at
the related Mortgage Interest Rate. The Mortgage Note does not permit
negative amortization.
(xix) There is no proceeding pending or, to the Depositor's
knowledge, threatened for the total or partial condemnation of the
Mortgaged Property and such property is in good repair and is undamaged by
waste, fire, earthquake or earth movement, windstorm, flood, tornado or
other casualty, so as to affect adversely the value of the Mortgaged
Property as security for the Mortgage Loan or the use for which the
premises were intended.
(xx) The Mortgage and related Mortgage Note contain customary and
enforceable provisions such as to render the rights and remedies of the
holder thereof adequate for the realization against the Mortgaged Property
of the benefits of the security provided thereby, including (A) in the
case of a Mortgage designated as a deed of trust, by trustee's sale, and
(B) otherwise by judicial foreclosure. To the best of the Depositor's
knowledge, following the date of origination of the Mortgage Loan, the
Mortgaged Property has not been subject to any bankruptcy proceeding or
foreclosure proceeding and the Mortgagor has not filed for protection
under applicable bankruptcy laws. There is no homestead or other exemption
or right available to the Mortgagor or any other person which would
interfere with the right to sell the Mortgaged Property at a trustee's
sale or the right to foreclose the Mortgage.
(xxi) The Mortgage Note and Mortgage are on forms acceptable to FNMA
or FHLMC.
(xxii) The Mortgage Note is not and has not been secured by any
collateral except the lien of the corresponding Mortgage on the Mortgaged
Property and the security interest of any applicable security agreement or
chattel mortgage referred to in (viii) above.
(xxiii) The Mortgage File contains an appraisal of the related
Mortgaged Property, in a form acceptable to FNMA or FHLMC and such
appraisal complies with the requirements of FIRREA, and was made and
signed, prior to the approval of the Mortgage Loan application, by a
Qualified Appraiser.
(xxiv) In the event the Mortgage constitutes a deed of trust, a
trustee, duly qualified under applicable law to serve as such, has been
properly designated and currently so serves, and no fees or expenses are
or will become payable by the Trustee to the trustee under the deed of
trust, except in connection with a trustee's sale after default by the
Mortgagor.
(xxv) No Mortgage Loan is a graduated payment mortgage loan, no
Mortgage Loan has a shared appreciation or other contingent interest
feature, and no Mortgage Loan contains any "buydown" provision.
(xxvi) The Mortgagor has received all disclosure materials required
by applicable law with respect to the making of mortgage loans of the same
type as the Mortgage Loan and rescission materials required by applicable
law if the Mortgage Loan is a Refinance Mortgage Loan.
(xxvii) Each Mortgage Loan with a Loan-to-Value Ratio at origination
in excess of 80% will be subject to a Primary Insurance Policy, issued by
an insurer acceptable to FNMA or FHLMC, which insures that portion of the
Mortgage Loan in excess of the portion of the Appraised Value of the
Mortgaged Property required by FNMA. All provisions of such Primary
Insurance Policy have been and are being complied with, such policy is in
full force and effect, and all premiums due thereunder have been paid. Any
Mortgage subject to any such Primary Insurance Policy obligates the
Mortgagor thereunder to maintain such insurance and to pay all premiums
and charges in connection therewith at least until Loan-to-Value Ratio of
such Mortgage Loan is reduced to less than 80%. The Mortgage Interest Rate
for the Mortgage Loan does not include any such insurance premium.
(xxviii) To the best of the Depositor's knowledge as of the date of
origination of the Mortgage Loan, (A) the Mortgaged Property is lawfully
occupied under applicable law, (B) all inspections, licenses and
certificates required to be made or issued with respect to all occupied
portions of the Mortgaged Property and, with respect to the use and
occupancy of the same, including but not limited to certificates of
occupancy, have been made or obtained from the appropriate authorities and
(C) no improvement located on or part of the Mortgaged Property is in
violation of any zoning law or regulation.
(xxix) The Assignment of Mortgage (except with respect to any
Mortgage that has been recorded in the name of MERS or its designee) is in
recordable form and is acceptable for recording under the laws of the
jurisdiction in which the Mortgaged Property is located.
(xxx) All payments required to be made prior to the Cut-Off Date for
such Mortgage Loan under the terms of the Mortgage Note have been made and
no Mortgage Loan has been more than 30 days delinquent more than once in
the twelve month period immediately prior to the Cut-Off Date.
(xxxi) With respect to each Mortgage Loan, the Depositor or Servicer
is in possession of a complete Mortgage File except for the documents
which have been delivered to the Trustee or which have been submitted for
recording and not yet returned.
(xxxii) Immediately prior to the transfer and assignment
contemplated herein, the Depositor was the sole owner and holder of the
Mortgage Loans. The Mortgage Loans were not assigned or pledged by the
Depositor and the Depositor had good and marketable title thereto, and the
Depositor had full right to transfer and sell the Mortgage Loans to the
Trustee free and clear of any encumbrance, participation interest, lien,
equity, pledge, claim or security interest and had full right and
authority subject to no interest or participation in, or agreement with
any other party to sell or otherwise transfer the Mortgage Loans.
(xxxiii) Any future advances made prior to the Cut-Off Date have
been consolidated with the outstanding principal amount secured by the
Mortgage, and the secured principal amount, as consolidated, bears a
single interest rate and single repayment term. The lien of the Mortgage
securing the consolidated principal amount is expressly insured as having
first lien priority by a title insurance policy, an endorsement to the
policy insuring the mortgagee's consolidated interest or by other title
evidence acceptable to FNMA and FHLMC. The consolidated principal amount
does not exceed the original principal amount of the Mortgage Loan.
(xxxiv) The Mortgage Loan was underwritten in accordance with the
applicable Underwriting Guidelines in effect at the time of origination
with exceptions thereto exercised in a reasonable manner.
(xxxv) If the Mortgage Loan is secured by a long-term residential
lease, (1) the lessor under the lease holds a fee simple interest in the
land; (2) the terms of such lease expressly permit the mortgaging of the
leasehold estate, the assignment of the lease without the lessor's consent
and the acquisition by the holder of the Mortgage of the rights of the
lessee upon foreclosure or assignment in lieu of foreclosure or provide
the holder of the Mortgage with substantially similar protections; (3) the
terms of such lease do not (a) allow the termination thereof upon the
lessee's default without the holder of the Mortgage being entitled to
receive written notice of, and opportunity to cure, such default, (b)
allow the termination of the lease in the event of damage or destruction
as long as the Mortgage is in existence, (c) prohibit the holder of the
Mortgage from being insured (or receiving proceeds of insurance) under the
hazard insurance policy or policies relating to the Mortgaged Property or
(d) permit any increase in the rent other than pre-established increases
set forth in the lease; (4) the original term of such lease in not less
than 15 years; (5) the term of such lease does not terminate earlier than
five years after the maturity date of the Mortgage Note; and (6) the
Mortgaged Property is located in a jurisdiction in which the use of
leasehold estates in transferring ownership in residential properties is a
widely accepted practice.
(xxxvi) The Mortgaged Property is located in the state identified in
the Mortgage Loan Schedule and consists of a parcel of real property with
a detached single family residence erected thereon, or a two- to
four-family dwelling, or an individual condominium unit, or an individual
unit in a planned unit development, or, in the case of Mortgage Loans
secured by Co-op Shares, leases or occupancy agreements; provided,
however, that any condominium project or planned unit development
generally conforms with the applicable Underwriting Guidelines regarding
such dwellings, and no residence or dwelling is a mobile home or a
manufactured dwelling.
(xxxvii) The Depositor used no adverse selection procedures in
selecting the Mortgage Loan for inclusion in the Trust Estate.
(xxxviii) Each Mortgage Loan is a "qualified mortgage" within
Section 860G(a)(3) of the Code.
(xxxix) With respect to each Mortgage where a lost note affidavit
has been delivered to the Trustee in place of the related Mortgage Note,
the related Mortgage Note is no longer in existence.
Notwithstanding the foregoing, no representations or warranties are
made by the Depositor as to the environmental condition of any Mortgaged
Property; the absence, presence or effect of hazardous wastes or hazardous
substances on any Mortgaged Property; any casualty resulting from the presence
or effect of hazardous wastes or hazardous substances on, near or emanating from
any Mortgaged Property; the impact on Certificateholders of any environmental
condition or presence of any hazardous substance on or near any Mortgaged
Property; or the compliance of any Mortgaged Property with any environmental
laws, nor is any agent, Person or entity otherwise affiliated with the Depositor
authorized or able to make any such representation, warranty or assumption of
liability relative to any Mortgaged Property. In addition, no representations or
warranties are made by the Depositor with respect to the absence or effect of
fraud in the origination of any Mortgage Loan.
It is understood and agreed that the representations and warranties
set forth in this Section 2.04 shall survive delivery of the respective Mortgage
Files to the Trustee or the Custodian and shall inure to the benefit of the
Trustee, notwithstanding any restrictive or qualified endorsement or assignment.
Upon discovery by either the Depositor, the Servicer, the Trustee or
the Custodian that any of the representations and warranties set forth in this
Section 2.04 is not accurate (referred to herein as a "breach") and that such
breach materially and adversely affects the interests of the Certificateholders
in the related Mortgage Loan, the party discovering such breach shall give
prompt written notice to the other parties (any Custodian being so obligated
under a Custodial Agreement); provided that any such breach that causes the
Mortgage Loan not to be a "qualified mortgage" within the meaning of Section
860G(a)(3) of the Code shall be deemed to materially and adversely affect the
interests of the Certificateholders. Within 90 days of its discovery or its
receipt of notice of any such breach, the Depositor shall cure such breach in
all material respects or shall either (i) repurchase the Mortgage Loan or any
property acquired in respect thereof from the Trustee at a price equal to the
Repurchase Price or (ii) if within two years of the Closing Date, substitute for
such Mortgage Loan in the manner described in Section 2.02; provided that if the
breach would cause the Mortgage Loan to be other than a "qualified mortgage" as
defined in Section 860G(a)(3) of the Code, any such repurchase or substitution
must occur within 90 days from the date the breach was discovered. The
Repurchase Price of any repurchase described in this paragraph and the
Substitution Adjustment Amount, if any, shall be deposited in the applicable
Certificate Account. It is understood and agreed that the obligation of the
Depositor to repurchase or substitute for any Mortgage Loan or Mortgaged
Property as to which such a breach has occurred and is continuing shall
constitute the sole remedy respecting such breach available to
Certificateholders, or to the Trustee on behalf of Certificateholders, and such
obligation shall survive until termination of the Trust hereunder.
Section 2.05 Designation of Interests in the REMICs. The Depositor
hereby designates the Classes of Group 1-A Certificates (other than the Class
1-A-R Certificate) and the Classes of Group 1-B Certificates as classes of
"regular interests" and the Class 1-A-R Certificates as the single class of
"residual interests" in REMIC 1 for the purposes of Code Sections 860G(a)(1) and
860G(a)(2), respectively. The Depositor hereby designates the Classes of Group
2-A Certificates (other than the Class 2-A-R Certificate) and the Classes of
Group 2-B Certificates as classes of "regular interests" and the Class 2-A-R
Certificates as the single class of "residual interests" in REMIC 2 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 REMIC 1 and REMIC 2 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 REMIC 1 and REMIC 2 is June
25, 2031 and June 25, 2016, respectively.
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 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 Accounts. The Trustee shall, promptly upon
receipt, deposit in the applicable Certificate Account and retain therein the
following:
(i) the aggregate amount remitted by the Servicer to the Trustee
pursuant to Section 3.11(a)(viii);
(ii) any amount paid by the Trustee pursuant to Section 3.08(d) in
connection with any losses on Permitted Investments with respect to such
Certificate Account; and
(iii) any other amounts deposited hereunder which are required to be
deposited in the applicable Certificate Account.
If the Servicer shall remit any amount not required to be remitted,
it may at any time direct the Trustee to withdraw such amount from the
applicable Certificate Account, any provision herein to the contrary
notwithstanding. Such direction may be accomplished by delivering an Officer's
Certificate to the Trustee which describes the amounts deposited in error in
such Certificate Account. All funds required to be deposited in the Certificate
Accounts shall be held by the Trustee in trust for the Certificateholders until
disbursed in accordance with this Agreement or withdrawn in accordance with
Section 3.11. In no event shall the Trustee incur liability for withdrawals from
the Certificate Accounts at the direction of a the Servicer.
(d) Each institution at which the Servicer Custodial Account or the
Certificate Accounts are maintained shall invest the funds therein as directed
in writing by the Servicer in Permitted Investments, which shall mature not
later than (i) in the case of the Servicer Custodial Account, the Business Day
next preceding the related Remittance Date (except that if such Permitted
Investment is an obligation of the institution that maintains such account, then
such Permitted Investment shall mature not later than such Remittance Date) and
(ii) in the case of the Certificate Accounts, the Business Day next preceding
the Distribution Date (except that if such Permitted Investment is an obligation
of the institution that maintains such account, then such Permitted Investment
shall mature not later than such Distribution Date) and, in each case, shall not
be sold or disposed of prior to its maturity. All such Permitted Investments
shall be made in the name of the Trustee, for the benefit of the
Certificateholders. All income or gain (net of any losses) realized from any
such investment of funds on deposit in the Servicer Custodial Account shall be
for the benefit of the Servicer as servicing compensation and shall be retained
by it monthly as provided herein. All income or gain (net of any losses)
realized from any such investment of funds on deposit in the Certificate
Accounts shall be for the benefit of the Trustee as additional compensation and
shall be retained by it monthly as provided herein. The amount of any losses
realized in the Servicer Custodial Account or the Certificate Accounts incurred
in any such account in respect of any such investments shall promptly be
deposited by the Servicer in the Servicer Custodial Account or by the Trustee in
the related Certificate Account, as applicable.
(e) The Servicer shall give notice to the Trustee of any proposed
change of the location of the Servicer Custodial Account maintained by the
Servicer not later than 30 days and not more than 45 days prior to any change
thereof. The Trustee shall give notice to the Servicer, each Rating Agency and
the Depositor of any proposed change of the location of either Certificate
Account not later than 30 days after and not more than 45 days prior to any
change thereof. The creation of the Servicer Custodial Account shall be
evidenced by a certification substantially in the form of Exhibit F hereto. A
copy of such certification shall be furnished to the Trustee.
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 2001-6 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 Accounts. (a) The Servicer may from time to time make
withdrawals from the Servicer Custodial Account, for the following purposes:
(i) to pay to the Servicer (to the extent not previously retained),
the servicing compensation to which it is entitled pursuant to Section
3.17, and to pay to the Servicer, as additional servicing compensation,
earnings on or investment income with respect to funds in or credited to
the Servicer Custodial Account;
(ii) to reimburse the Servicer for unreimbursed Advances made by it,
such right of reimbursement pursuant to this clause (ii) being limited to
amounts received on the Mortgage Loan(s) in respect of which any such
Advance was made;
(iii) to reimburse the Servicer for any Nonrecoverable Advance
previously made, such right of reimbursement pursuant to this clause (iii)
being limited to amounts received on the Mortgage Loans in the same Loan
Group as the Mortgage Loan(s) in respect of which such Nonrecoverable
Advance was made;
(iv) to reimburse the Servicer for Insured Expenses from the related
Insurance Proceeds;
(v) to pay to the purchaser, with respect to each Mortgage Loan or
REO Property that has been purchased pursuant to Section 2.02 or 2.04, all
amounts received thereon after the date of such purchase;
(vi) to reimburse the Servicer or the Depositor for expenses
incurred by any of them and reimbursable pursuant to Section 7.03;
(vii) to withdraw any amount deposited in the Servicer Custodial
Account and not required to be deposited therein;
(viii) on or prior to the Remittance Date, to withdraw an amount
equal to the related Pool Distribution Amount, the related Trustee Fee and
any other amounts due to the Trustee under this Agreement for such
Distribution Date, to the extent on deposit, and remit such amount in
immediately available funds to the Trustee for deposit in the related
Certificate Account; and
(ix) to clear and terminate the Servicer Custodial Account upon
termination of this Agreement pursuant to Section 10.01.
The Servicer shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
withdrawal from the Servicer Custodial Account pursuant to clauses (i), (ii),
(iv) and (v). The Servicer shall keep and maintain such separate accounting for
each Loan Group. Prior to making any withdrawal from the Servicer Custodial
Account pursuant to clause (iii), the Servicer shall deliver to the Trustee an
Officer's Certificate of a Servicing Officer indicating the amount of any
previous Advance determined by the Servicer to be a Nonrecoverable Advance and
identifying the related Mortgage Loan(s) and their respective portions of such
Nonrecoverable Advance.
(b) The Trustee shall withdraw funds from the Certificate Accounts
for distributions to Certificateholders in the manner specified in this
Agreement. In addition, the Trustee may from time to time make withdrawals from
the applicable Certificate Account for the following purposes:
(i) to pay to itself the Trustee Fee and any other amounts due to
the Trustee under this Agreement for the related Distribution Date;
(ii) to pay to itself as additional compensation earnings on or
investment income with respect to funds in the Certificate Accounts;
(iii) to withdraw and return to the Servicer any amount deposited in
either Certificate Account and not required to be deposited therein; and
(iv) to clear and terminate the applicable Certificate Account upon
termination pursuant to Section 10.01.
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 either REMIC (as defined in Section 860F
of the Code) or cause either REMIC to fail to qualify as a REMIC at any time
that any Certificates of the related Group are outstanding, or (B) the Trustee
(at the Servicer's expense) or the Servicer shall have applied for, prior to the
expiration of the REO Disposition Period, an extension of the REO Disposition
Period in the manner contemplated by Section 856(e)(3) of the Code. If such an
Opinion of Counsel is provided or such an exemption is obtained, the Trust may
continue to hold such Mortgaged Property (subject to any conditions contained in
such Opinion of Counsel) for the applicable period. Notwithstanding any other
provision of this Agreement, no Mortgaged Property acquired by the Trust shall
be rented (or allowed to continue to be rented) or otherwise used for the
production of income by or on behalf of the Trust in such a manner or pursuant
to any terms that would (i) cause such Mortgaged Property to fail to qualify as
"foreclosure property" within the meaning of Section 860G(a)(8) of the Code or
(ii) subject either REMIC to the imposition of any federal, state or local
income taxes on the income earned from such Mortgaged Property under Section
860G(c) of the Code or otherwise, unless the Servicer has agreed to indemnify
and hold harmless the Trust with respect to the imposition of any such taxes.
The Servicer shall identify to the Trustee any Mortgaged Property relating to a
Mortgage Loan held by the Trust for 30 months for which no plans to dispose of
such Mortgaged Property by the Servicer have been made. After delivery of such
identification, the Servicer shall proceed to dispose of any such Mortgaged
Property by holding a commercially reasonable auction for such property.
The income earned from the management of any REO Properties, net of
reimbursement to the Servicer for expenses incurred (including any property or
other taxes) in connection with such management and net of unreimbursed
Servicing Fees, Periodic Advances and Servicing Advances, shall be applied to
the payment of principal of and interest on the related defaulted Mortgage Loans
(solely for the purposes of allocating principal and interest, interest shall be
treated as accruing as though such Mortgage Loans were still current) and all
such income shall be deemed, for all purposes in this Agreement, to be payments
on account of principal and interest on the related Mortgage Notes and shall be
deposited into the Servicer Custodial Account. To the extent the net income
received during any calendar month is in excess of the amount attributable to
amortizing principal and accrued interest at the related Mortgage Interest Rate
on the related Mortgage Loan for such calendar month, such excess shall be
considered to be a partial prepayment of principal of the related Mortgage Loan.
The proceeds from any liquidation of a Mortgage Loan, as well as any
income from an REO Property, will be applied in the following order of priority:
first, to reimburse the Servicer for any related unreimbursed Servicing Advances
and Servicing Fees; second, to reimburse the Servicer for any unreimbursed
Periodic Advances and to reimburse the Servicer Custodial Account for any
Nonrecoverable Advances (or portions thereof) that were previously withdrawn by
the Servicer pursuant to Section 3.11(a)(iii) that related to such Mortgage
Loan; third, to accrued and unpaid interest (to the extent no Periodic Advance
has been made for such amount or any such Periodic Advance has been reimbursed)
on the Mortgage Loan or related REO Property, at the Mortgage Rate to the Due
Date occurring in the month in which such amounts are required to be
distributed; and fourth, as a recovery of principal of the Mortgage Loan. Excess
Proceeds, if any, from the liquidation of a Liquidated Mortgage Loan will be
retained by the Servicer as additional servicing compensation pursuant to
Section 3.17.
(b) The Servicer shall promptly notify the Depositor of any Mortgage
Loan which comes into default. The Depositor shall be entitled, at its option,
to repurchase (i) any such defaulted Mortgage Loan from the Trust Estate if (a)
in the Depositor's judgment, the default is not likely to be cured by the
Mortgagor and (b) such Mortgage Loan is 180 days or more delinquent or (ii) any
Mortgage Loan in the Trust Estate which pursuant to Section 4(b) of the Mortgage
Loan Purchase Agreement the Seller requests the Depositor to repurchase and to
sell to the Seller to facilitate the exercise of the Seller's rights against the
originator or prior holder of such Mortgage Loan. The purchase price for any
such Mortgage Loan shall be 100% of the unpaid principal balance of such
Mortgage Loan plus accrued interest thereon at the Mortgage Interest Rate (less
the Servicing Fee Rate for such Mortgage Loan) through the last day of the month
in which such repurchase occurs. Upon the receipt of such purchase price, the
Servicer shall provide to the Trustee the notification required by Section 3.15
and the Trustee or the Custodian shall promptly release to the Depositor the
Mortgage File relating to the Mortgage Loan being repurchased.
Section 3.15 Trustee to Cooperate; Release of Mortgage Files. Upon
the payment in full of any Mortgage Loan, or the receipt by the Servicer of a
notification that payment in full will be escrowed in a manner customary for
such purposes, the Servicer will immediately notify the Trustee (or, at the
direction of the Trustee, the Custodian) by delivering, or causing to be
delivered, two copies (one of which will be returned to the Servicer with the
Mortgage File) of a Request for Release (which may be delivered in an electronic
format acceptable to the Trustee and the Servicer). Upon receipt of such
request, the Trustee or the Custodian, as applicable, shall within seven
Business Days release the related Mortgage File to the Servicer. The Trustee
shall at the Servicer's direction execute and deliver to the Servicer the
request for reconveyance, deed of reconveyance or release or satisfaction of
mortgage or such instrument releasing the lien of the Mortgage, in each case
provided by the Servicer, together with the Mortgage Note with written evidence
of cancellation thereon. If the Mortgage has been recorded in the name of MERS
or its designee, the Servicer shall take all necessary action to reflect the
release of the Mortgage on the records of MERS. Expenses incurred in connection
with any instrument of satisfaction or deed of reconveyance shall be chargeable
to the related Mortgagor. From time to time and as shall be appropriate for the
servicing or foreclosure of any Mortgage Loan, including for such purpose
collection under any policy of flood insurance, any fidelity bond or errors or
omissions policy, or for the purposes of effecting a partial release of any
Mortgaged Property from the lien of the Mortgage or the making of any
corrections to the Mortgage Note or the Mortgage or any of the other documents
included in the Mortgage File, the Trustee or the Custodian, as applicable,
shall, upon delivery to the Trustee (or, at the direction of the Trustee, the
Custodian) of a Request for Release signed by a Servicing Officer, release the
Mortgage File within seven Business Days to the Servicer. Subject to the further
limitations set forth below, the Servicer shall cause the Mortgage File so
released to be returned to the Trustee or the Custodian, as applicable, when the
need therefor by the Servicer no longer exists, unless the Mortgage Loan is
liquidated and the proceeds thereof are deposited in the Servicer Custodial
Account, in which case the Servicer shall deliver to the Trustee or the
Custodian, as applicable, a Request for Release, signed by a Servicing Officer.
The Trustee shall execute and deliver to the Servicer any powers of
attorney and other documents prepared by the Servicer that are reasonably
necessary or appropriate to enable the Servicer to carry out its servicing and
administrative duties under this Agreement, upon the request of the Servicer. In
addition, upon prepayment in full of any Mortgage Loan or the receipt of notice
that funds for such purpose have been placed in escrow, the Servicer is
authorized to give, as attorney-in-fact for the Trustee and the mortgagee under
the Mortgage, an instrument of satisfaction (or Assignment of Mortgage without
recourse) regarding the Mortgaged Property relating to such Mortgage Loan, which
instrument of satisfaction or Assignment of Mortgage, as the case may be, shall
be delivered to the Person entitled thereto against receipt of the prepayment in
full. If the Mortgage is registered in the name of MERS or its designee, the
Servicer shall take all necessary action to reflect the release on the records
of MERS. In lieu of executing such satisfaction or Assignment of Mortgage, or if
another document is required to be executed by the Trustee, the Servicer may
deliver or cause to be delivered to the Trustee, for signature, as appropriate,
any court pleadings, requests for trustee's sale or other documents necessary to
effectuate such foreclosure or any legal action brought to obtain judgment
against the Mortgagor on the Mortgage Note or the Mortgage or to obtain a
deficiency judgment or to enforce any other remedies or rights provided by the
Mortgage Note or the Mortgage or otherwise available at law or in equity.
Section 3.16 Documents, Records and Funds in Possession of the
Servicer to be Held for the Trustee. The Servicer shall transmit to the Trustee
or, at the direction of the Trustee, the Custodian as required by this Agreement
all documents and instruments in respect of a Mortgage Loan coming into the
possession of the Servicer from time to time and shall account fully to the
Trustee for any funds received by the Servicer or which otherwise are collected
by the Servicer as Liquidation Proceeds or Insurance Proceeds in respect of any
Mortgage Loan. The documents constituting the Servicing File shall be held by
the Servicer as custodian and bailee for the Trustee. All Mortgage Files and
funds collected or held by, or under the control of, the Servicer in respect of
any Mortgage Loans, whether from the collection of principal and interest
payments or from Liquidation Proceeds, including but not limited to, any funds
on deposit in the Servicer Custodial Account, shall be held by the Servicer for
and on behalf of the Trustee and shall be and remain the sole and exclusive
property of the Trustee, subject to the applicable provisions of this Agreement.
The Servicer also agrees that it shall not knowingly create, incur or subject
any Mortgage File or any funds that are deposited in the Servicer Custodial
Account, Certificate Accounts or any Escrow Account, or any funds that otherwise
are or may become due or payable to the Trustee for the benefit of the
Certificateholders, to any claim, lien, security interest, judgment, levy, writ
of attachment or other encumbrance created by the Servicer, or assert by legal
action or otherwise any claim or right of setoff against any Mortgage File or
any funds collected on, or in connection with, a Mortgage Loan, except, however,
that the Servicer shall be entitled to set off against and deduct from any such
funds any amounts that are properly due and payable to the Servicer under this
Agreement.
Section 3.17 Servicing Compensation. The Servicer shall be entitled
out of each payment of interest on a Mortgage Loan (or portion thereof) and
included in the Trust Estate to retain or withdraw from the Servicer Custodial
Account an amount equal to the Servicing Fee for such Distribution Date.
Additional servicing compensation in the form of Excess Proceeds,
prepayment penalties, assumption fees, late payment charges and all income and
gain net of any losses realized from Permitted Investments and all other
customary and ancillary income and fees shall be retained by the Servicer to the
extent not required to be deposited in the Servicer Custodial Account pursuant
to Section 3.08(b). The Servicer shall be required to pay all expenses incurred
by it in connection with its servicing activities hereunder and shall not be
entitled to reimbursement therefor except as specifically provided in this
Agreement.
Notwithstanding the foregoing, with respect to the payment of the
Servicing Fee on any Distribution Date, the aggregate Servicing Fee for the
Servicer relating to the Mortgage Loans in a Loan Group for such Distribution
Date shall be reduced (but not below zero) by an amount equal to the lesser of
(a) the Prepayment Interest Shortfall for such Distribution Date relating to the
Mortgage Loans in such Loan Group and (b) one-twelfth of 0.25% of the aggregate
Stated Principal Balance of the Mortgage Loans in such Loan Group for such
Distribution Date (for each Loan Group any such reduction, "Compensating
Interest").
Section 3.18 Annual Statement as to Compliance. The Servicer shall
deliver to the Trustee and each Rating Agency on or before 90 days after the end
of the Servicer's fiscal year, commencing with its 2001 fiscal year, an
Officer's Certificate stating, as to the signer thereof, that (a) a review of
the activities of the Servicer during the preceding calendar year and of the
performance of the Servicer under this Agreement has been made under such
officer's supervision, and (b) to the best of such officer's knowledge, based on
such review, the Servicer has fulfilled all its obligations under this Agreement
throughout such year, or, if there has been a default in the fulfillment of any
such obligation, specifying each such default known to such officer and the
nature and status thereof.
Section 3.19 Annual Independent Public Accountants' Servicing
Statement; Financial Statements. The Servicer shall, at its own expense, on or
before 90 days after the end of the Servicer's fiscal year, commencing with its
2001 fiscal year, cause a firm of independent public accountants (who may also
render other services to the Servicer or any affiliate thereof) which is a
member of the American Institute of Certified Public Accountants to furnish a
statement to the Trustee to the effect that such firm has with respect to the
Servicer's overall servicing operations, examined such operations in accordance
with the requirements of the Uniform Single Attestation Program for Mortgage
Bankers, stating such firm's conclusions relating thereto.
Section 3.20 Advances. The Servicer shall determine on or before
each Servicer Advance Date whether it is required to make a Periodic Advance
pursuant to the definition thereof. If the Servicer determines it is required to
make a Periodic Advance, it shall, on or before the Servicer Advance Date,
either (a) deposit into the Servicer Custodial Account an amount equal to the
Advance and/or (b) make an appropriate entry in its records relating to the
Servicer Custodial Account that any portion of the Amount Held for Future
Distribution with respect to a Loan Group in the Servicer Custodial Account has
been used by the Servicer in discharge of its obligation to make any such
Periodic Advance on a Mortgage Loan in such Loan Group. Any funds so applied
shall be replaced by the Servicer by deposit in the Servicer Custodial Account
no later than the close of business on the Business Day preceding the next
Servicer Advance Date. The Servicer shall be entitled to be reimbursed from the
Servicer Custodial Account for all Advances of its own funds made pursuant to
this Section 3.20 as provided in Section 3.11(a). The obligation to make
Periodic Advances with respect to any Mortgage Loan shall continue until the
ultimate disposition of the REO Property or Mortgaged Property relating to such
Mortgage Loan. The Servicer shall inform the Trustee of the amount of the
Periodic Advance to be made by the Servicer with respect to each Loan Group on
each Servicer Advance Date no later than the related Remittance Date.
The Servicer shall deliver to the Trustee on the related Servicer
Advance Date an Officer's Certificate of a Servicing Officer indicating the
amount of any proposed Periodic Advance determined by the Servicer to be a
Nonrecoverable Advance. Notwithstanding anything to the contrary, the Servicer
shall not be required to make any Periodic Advance or Servicing Advance that
would be a Nonrecoverable Advance.
Section 3.21 Modifications, Waivers, Amendments and Consents. (a)
Subject to this Section 3.21, the Servicer may agree to any modification,
waiver, forbearance, or amendment of any term of any Mortgage Loan without the
consent of the Trustee or any Certificateholder. All modifications, waivers,
forbearances or amendments of any Mortgage Loan shall be in writing and shall be
consistent with Customary Servicing Procedures.
(b) The Servicer shall not agree to enter into, and shall not enter
into, any modification, waiver (other than a waiver referred to in Section 3.13,
which waiver, if any, shall be governed by Section 3.13), forbearance or
amendment of any term of any Mortgage Loan if such modification, waiver,
forbearance, or amendment would:
(i) affect the amount or timing of any related payment of principal,
interest or other amount payable thereunder;
(ii) in the Servicer's judgment, materially impair the security for
such Mortgage Loan or reduce the likelihood of timely payment of amounts
due thereon; or
(iii) otherwise constitute a "significant modification" within the
meaning of Treasury Regulations Section 1.860G-2(b);
unless, in either case, (A) such Mortgage Loan is 90 days or more past due or
(B) the Servicer delivers to the Trustee an Opinion of Counsel to the effect
that such modification, waiver, forbearance or amendment would not affect the
REMIC status of either REMIC and, in either case, such modification, waiver,
forbearance or amendment is reasonably likely to produce a greater recovery with
respect to such Mortgage Loan than would liquidation. Subject to Customary
Servicing Procedures, the Servicer may permit a forbearance for a Mortgage Loan
which in the Servicer's judgment is subject to imminent default.
(c) Any payment of interest, which is deferred pursuant to any
modification, waiver, forbearance or amendment permitted hereunder, shall not,
for purposes hereof, including, without limitation, calculating monthly
distributions to Certificateholders, be added to the unpaid principal balance of
the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan
or such modification, waiver or amendment so permit.
(d) The Servicer may, as a condition to granting any request by a
Mortgagor for consent, modification, waiver, forbearance or amendment, the
granting of which is within the Servicer's discretion pursuant to the Mortgage
Loan and is permitted by the terms of this Agreement, require that such
Mortgagor pay to the Servicer, as additional servicing compensation, a
reasonable or customary fee for the additional services performed in connection
with such request, together with any related costs and expenses incurred by the
Servicer, which amount shall be retained by the Servicer as additional servicing
compensation.
(e) The Servicer shall notify the Trustee, in writing, of any
modification, waiver, forbearance or amendment of any term of any Mortgage Loan
and the date thereof, and shall deliver to the Trustee (or, at the direction of
the Trustee, the Custodian) for deposit in the related Mortgage File, an
original counterpart of the agreement relating to such modification, waiver,
forbearance or amendment, promptly (and in any event within ten Business Days)
following the execution thereof; provided, however, that if any such
modification, waiver, forbearance or amendment is required by applicable law to
be recorded, the Servicer (i) shall deliver to the Trustee a copy thereof and
(ii) shall deliver to the Trustee such document, with evidence of notification
upon receipt thereof from the public recording office.
Section 3.22 Reports to the Securities and Exchange Commission. The
Trustee shall, on behalf of the Trust, cause to be filed with the Securities and
Exchange Commission any periodic reports required to be filed under the
provisions of the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Securities and Exchange Commission thereunder, for so long as
any Certificates registered under the 1933 Act are outstanding (other than the
Current Report on Form 8-K to be filed by the Depositor in connection with
computational materials and the initial Current Report on Form 8-K to be filed
by the Depositor in connection with the issuance of the Certificates). Upon the
request of the Trustee, the Servicer and the Depositor shall cooperate with the
Trustee in the preparation of any such report and shall provide to the Trustee
in a timely manner all such information or documentation as the Trustee may
reasonably request in connection with the performance of its duties and
obligations under this Section.
Section 3.23 Maintenance of the Rounding Accounts; Collections
Thereunder.
On or prior to the Closing Date, the Trustee shall establish a
separate account (each, a "Rounding Account") with respect to each of the
Special Retail Certificates, and Banc of America Securities LLC shall deposit
$999.99 in each such Rounding Account. The Trustee shall maintain such accounts
to provide, if needed, the applicable Rounding Amount (defined below) on any
Distribution Date. If, on any Distribution Date, the Trustee determines that
amounts are available out of the Pool Distribution Amount for Loan Group 1
(after giving effect to the last sentence of this paragraph) for distributions
of principal on any Class of the Special Retail Certificates, and the aggregate
amount allocable to such distributions of principal is not an amount equal to an
integral multiple of $1,000, the Trustee shall withdraw from the applicable
Rounding Account an amount which, when added to the amount allocable to such
distributions of principal, would be an integral multiple of $1,000 (the
"Rounding Amount"). On each Distribution Date prior to the earlier of (a) the
Senior Credit Support Depletion Date for Group 1 and (b) the date on which any
loss is allocated to any Class of the Special Retail Certificates, with respect
to which the Trustee determines that amounts are available out of the Pool
Distribution Amount for Loan Group 1 for distributions of principal on any Class
of Special Retail Certificates, the aggregate amount allocable to such Class
will be applied first to repay any funds withdrawn from the applicable Rounding
Account on prior Distribution Dates which have not been repaid.
Any amounts withdrawn by the Trustee from any Rounding Account shall
be deposited in the Certificate Account for Group 1 for distribution to the
Holders of the Special Retail Certificates as described in the preceding
paragraph.
On or promptly after the earlier of (i) the Senior Credit Support
Depletion Date for Group 1 and (ii) the date on which any loss is allocated to
any Class of the Special Retail Certificates, the Trustee shall remit to Banc of
America Securities LLC any amounts remaining in the applicable Rounding Account.
Amounts on deposit in the Rounding Accounts shall not be invested.
Each Rounding Account established hereunder, to the extent that it
constitutes a "reserve fund" for purposes of the REMIC Provisions, shall be an
"outside reserve fund" as defined in Section 1.860G-2(h) of the Treasury
Regulations, and in that regard (A) such Rounding Account shall be an outside
reserve fund and not an asset of either of REMIC 1 or REMIC 2, (B) such Rounding
Account shall be owned for federal tax purposes by Banc of America Securities
LLC and Banc of America Securities LLC shall report all amounts of income,
deduction, gain or loss accruing therefrom, and (C) amounts transferred by REMIC
1 to any Rounding Account shall be treated for all federal tax purposes as
distributed by REMIC 1 to Banc of America Securities LLC.
ARTICLE IV
SERVICER'S CERTIFICATE
Section 4.01 Servicer's Certificate. Each month, not later than
12:00 noon Eastern time on the Business Day following each Determination Date,
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 applicable Certificate Account (to the extent funds are available
therein) to each Certificateholder of record on the related Record Date (other
than as provided in Section 10.01 respecting the final distribution) (a) by
check mailed to such Certificateholder entitled to receive a distribution on
such Distribution Date at the address appearing in the Certificate Register, or
(b) upon written request by the Holder of a Regular Certificate (in the event
such Certificateholder owns of record 100% of a Class of Certificates or holds
Certificates of any Class having denominations aggregating $1,000,000 or more),
by wire transfer or by such other means of payment as such Certificateholder and
the Trustee shall agree upon, such Certificateholder's Percentage Interest in
the amount to which the related Class of Certificates is entitled in accordance
with the priorities set forth below in Section 5.02; provided, however, that
distributions of principal to the Special Retail Certificates shall be made as
described in Section 5.09.
None of the Holders of any Class of Certificates, the Depositor, the
Servicer or the Trustee shall in any way be responsible or liable to Holders of
any Class of Certificates in respect of amounts properly previously distributed
on any such Class.
Amounts distributed with respect to any Class of Certificates shall
be applied first to the distribution of interest thereon and then to principal
thereon.
Section 5.02 Priorities of Distributions. (a) On each Distribution
Date, based solely on the information contained in the Servicer's Certificate,
the Trustee shall withdraw from the applicable Certificate Account (to the
extent funds are available therein) (1) the amounts payable to the Trustee
pursuant to Sections 3.11(b)(i) and 3.11(b)(ii) and shall pay such funds to
itself, and (2) the Pool Distribution Amount for each Loan Group, in an amount
as specified in written notice received by the Trustee from the Servicer no
later than the related Determination Date, and shall apply such funds from the
related Certificate Account to distributions on the Certificates in the Related
Group in the following order of priority and to the extent of such funds, paying
Group 1 solely from the Pool Distribution Amount for Loan Group 1 and Group 2
solely from the Pool Distribution Amount for Loan Group 2:
(i) to each Class of Senior Certificates (other than the Class A-PO
Certificates) of such Group, an amount allocable to interest equal to the
Interest Distribution Amount for such Class and any shortfall being
allocated among such Classes in proportion to the amount of the Interest
Distribution Amount that would have been distributed in the absence of
such shortfall; provided, however, that until the applicable Accretion
Termination Date, amounts that would have been distributed pursuant to
this clause to the Class 1-A-3 or Class 1-A-30 Certificates will instead
be distributed in reduction of the Class Certificate Balances of the
Classes of Certificates of Group 1 specified in Section 5.02(b)(i);
(ii) concurrently to the Class A Certificates (other than the Class
A-PO Certificates) of such Group and the Class A-PO Certificates of such
Group, 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) of such Group, in an aggregate amount up
to the Senior Principal Distribution Amount for such Group, such
distribution to be allocated among such Classes in accordance with Section
5.02(b) and (B) to the Class A-PO Certificates of such Group in an
aggregate amount up to the PO Principal Amount for such Group;
(iii) to the Class A-PO Certificates of such Group, any Class A-PO
Deferred Amount, up to the Subordinate Principal Distribution Amount for
such Group for such Distribution Date from amounts otherwise distributable
first to the Class 1-B-6 Certificates or Class 2-B-6 Certificates, as the
case may be, pursuant to clause (iv)(L) below, second to the Class 1-B-5
Certificates or Class 2-B-5 Certificates, as the case may be, pursuant to
clause (iv)(J) below, third to the Class 1-B-4 Certificates or Class 2-B-4
Certificates, as the case may be, pursuant to clause (iv)(H) below, fourth
to the Class 1-B-3 Certificates or Class 2-B-3 Certificates, as the cases
may be, pursuant to clause (iv)(F) below, fifth to the Clause 1-B-2
Certificates or Class 2-B-2 Certificates, as the case may be, pursuant to
clause (iv)(D) below and finally to the Class 1-B-1 Certificates or Class
2-B-1 Certificates, as the case may be, pursuant to clause (iv)(B) below;
(iv) to each Class of Subordinate Certificates of such Group,
subject to paragraph (d) below, in the following order of priority:
(A) to the Class 1-B-1 Certificates or Class 2-B-1
Certificates, as the case may be, an amount allocable to interest
equal to the Interest Distribution Amount for such Class for such
Distribution Date;
(B) to the Class 1-B-1 Certificates or Class 2-B-1
Certificates, as the case may be, an amount allocable to principal
equal to its Pro Rata Share for such Distribution Date less any
amount used to pay the Class A-PO Deferred Amount of the Class A-PO
Certificates of such Group pursuant to clause (iii) above until the
Class Certificate Balance thereof has been reduced to zero;
(C) to the Class 1-B-2 Certificates or Class 2-B-2
Certificates, as the case may be, an amount allocable to interest
equal to the Interest Distribution Amount for such Class for such
Distribution Date;
(D) to the Class 1-B-2 Certificates or Class 2-B-2
Certificates, as the case may be, an amount allocable to principal
equal to its Pro Rata Share for such Distribution Date less any
amount used to pay the Class A-PO Deferred Amount of the Class A-PO
Certificates of such Group pursuant to clause (iii) above until the
Class Certificate Balance thereof has been reduced to zero;
(E) to the Class 1-B-3 Certificates or Class 2-B-3
Certificates, as the case may be, an amount allocable to interest
equal to the Interest Distribution Amount for such Class for such
Distribution Date;
(F) to the Class 1-B-3 Certificates or Class 2-B-3
Certificates, as the case may be, an amount allocable to principal
equal to its Pro Rata Share for such Distribution Date less any
amount used to pay the Class A-PO Deferred Amount of the Class A-PO
Certificates of such Group pursuant to clause (iii) above until the
Class Certificate Balance thereof has been reduced to zero;
(G) to the Class 1-B-4 Certificates or Class 2-B-4
Certificates, as the case may be, an amount allocable to interest
equal to the Interest Distribution Amount for such Class for such
Distribution Date;
(H) to the Class 1-B-4 Certificates or Class 2-B-4
Certificates, as the case may be, an amount allocable to principal
equal to its Pro Rata Share for such Distribution Date less any
amount used to pay the Class A-PO Deferred Amount of the Class A-PO
Certificates of such Group pursuant to clause (iii) above until the
Class Certificate Balance thereof has been reduced to zero;
(I) to the Class 1-B-5 Certificates or Class 2-B-5
Certificates, as the case may be, an amount allocable to interest
equal to the Interest Distribution Amount for such Class for such
Distribution Date;
(J) to the Class 1-B-5 Certificates or Class 2-B-5
Certificates, as the case may be, an amount allocable to principal
equal to its Pro Rata Share for such Distribution Date less any
amount used to pay the Class A-PO Deferred Amount of the Class A-PO
Certificates of such Group pursuant to clause (iii) above until the
Class Certificate Balance thereof has been reduced to zero;
(K) to the Class 1-B-6 Certificates or Class 2-B-6
Certificates, as the case may be, an amount allocable to interest
equal to the Interest Distribution Amount for such Class for such
Distribution Date; and
(L) to the Class 1-B-6 Certificates or Class 2-B-6
Certificates, as the case may be, an amount allocable to principal
equal to its Pro Rata Share for such Distribution Date less any
amount used to pay the Class A-PO Deferred Amount of the Class A-PO
Certificates of such Group pursuant to clause (iii) above until the
Class Certificate Balance thereof has been reduced to zero; and
(v) The Holder of the Class 1-A-R and Class 2-A-R Certificates shall
receive any remaining Pool Distribution Amounts for the Related Loan
Group.
For any Group and on any Distribution Date, amounts distributed in
respect of Class A-PO Deferred Amounts will not reduce the Class Certificate
Balance of the applicable Class of 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) With respect to the Class A Certificates of Group 1:
(A) On each Distribution Date occurring prior to the Accretion
Termination Date for the Class 1-A-3 Certificates, the Class 1-A-3 Accrual
Distribution Amount will be allocated, sequentially, as follows:
first, to the Class 1-A-1 Certificates, until their Class
Certificate Balance has been reduced to zero; and
second, to the Class 1-A-3 Certificates, until their Class
Certificate Balance has been reduced to zero.
(B) On each Distribution Date occurring prior to the Accretion
Termination Date for the Class 1-A-30 Certificates, the Class 1-A-30
Accrual Distribution Amount will be allocated, sequentially, as follows:
first, to the Class 1-A-29 Certificates, until their Class
Certificate Balance has been reduced to zero; and
second, to the Class 1-A-30 Certificates, until their Class
Certificate Balance has been reduced to zero.
(C) On each Distribution Date prior to the Senior Credit Support
Depletion Date for Group 1, the amount distributable to the Group 1-A
Certificates (other than the Class 1-A-PO Certificates) pursuant to
Section 5.02(a)(ii) for such Distribution Date, will be distributed in the
following order of priority:
first, to the Class 1-A-R Certificate, until its Class
Certificate Balance has been reduced to zero;
second, concurrently, as follows:
(a) 60.02493080%, sequentially, as follows:
(i) to the Class 1-A-5 Certificates, up to the
Priority Amount for such Distribution Date, until their
Class Certificate Balance has been reduced to zero;
(ii) concurrently, as follows:
(1) 52.37231585%, sequentially, to the Class
1-A-1 and Class 1-A-3 Certificates, in that order,
until their Class Certificate Balances have been
reduced to zero;
(2) 17.11010352% to the Class 1-A-2
Certificates, until their Class Certificate
Balance has been reduced to zero; and
(3) 30.51758063%, sequentially, to the Class
1-A-32 and Class 1-A-33 Certificates, in that
order, until their Class Certificate Balances have
been reduced to zero;
(iii) concurrently, as follows:
(1) 42.42401444% to the Class 1-A-4
Certificates, until their Class Certificate
Balance has been reduced to zero;
(2) 5.95613903% to the Class 1-A-11
Certificates, until their Class Certificate
Balance has been reduced to zero; and
(3) 51.61984652%, sequentially, to the Class
1-A-6, Class 1-A-7, Class 1-A-8, Class 1-A-9 and
Class 1-A-10 Certificates, in that order, until
their Class Certificate Balances have been reduced
to zero; and
(iv) to the Class 1-A-5 Certificates, until their
Class Certificate Balance has been reduced to zero; and
(b) 39.97506920%, sequentially, as follows:
(i) to the PAC Group, up to the PAC Principal
Amount for such Distribution Date;
(ii) concurrently, 7.14285807% to the Class 1-A-31
Certificates, until their Class Certificate Balance has
been reduced to zero and 92.85714193%, sequentially, as
follows:
(1) sequentially, to the Class 1-A-16 and
Class 1-A-19 Certificates, in that order, until
their Class Certificate Balances have been reduced
to zero;
(2) concurrently, to the Class 1-A-12 and
Class 1-A-17 Certificates, pro rata, until their
Class Certificate Balances have been reduced to
zero;
(3) concurrently, to the Class 1-A-13 and
Class 1-A-21 Certificates, pro rata, until their
Class Certificate Balances have been reduced to
zero;
(4) concurrently, to the Class 1-A-14 and
Class 1-A-18 Certificates, pro rata, until their
Class Certificate Balances have been reduced to
zero; and
(5) concurrently, as follows:
(A) 44.03604469%, concurrently, to the
Class 1-A-15 and Class 1-A-20 Certificates,
pro rata, until their Class Certificate
Balances have been reduced to zero;
(B) 40.17924997%, sequentially, as
follows:
(I) concurrently, to the Class
1-A-25 and Class 1-A-26 Certificates,
pro rata, until their Class
Certificate Balances have been reduced
to zero; and
(II) concurrently, to the Class
1-A-27 and Class 1-A-28 Certificates,
pro rata, until their Class
Certificate Balances have been reduced
to zero; and
(C) 15.78470534%, concurrently, to the
Class 1-A-22, Class 1-A-23 and Class 1-A-24
Certificates, pro rata, until their Class
Certificate Balances have been reduced to
zero; and
(iii) concurrently, to the PAC Group.
(ii) With respect to the Class A Certificates of Group 2:
On each Distribution Date prior to the Senior Credit Support
Depletion Date for Group 2, the amount distributable to the Group 2-A
Certificates (other than the Class 2-A-PO Certificates) pursuant to
Section 5.02(a)(ii) for such Distribution Date, will be distributed in the
following order of priority:
first, to the Class 2-A-R Certificate, until its Class
Certificate Balance has been reduced to zero; and
second, concurrently, to the Class 2-A-1 and Class 2-A-2
Certificates, pro rata, until their Class Certificate Balances have
been reduced to zero.
Prior to the Senior Credit Support Depletion Date for Group 1, all
distributions of principal to the PAC Group will be made sequentially to the
Class 1-A-29 Certificates and Class 1-A-30 Certificates, in that order, until
their Class Certificate Balances have been reduced to zero.
On each Distribution Date on or after the Senior Credit Support
Depletion Date, for a Group notwithstanding the allocation and priority set
forth above, the portion of the Pool Distribution Amount with respect to a Loan
Group available to be distributed as principal of the Class A Certificates of
the Related Group (other than the Class A-PO Certificates of such Group) shall
be distributed concurrently, as principal, on such Classes, pro rata, on the
basis of their respective Class Certificate Balances, until the Class
Certificate Balances thereof are reduced to zero.
(c) On each Distribution Date, Accrued Certificate Interest for each
Class of Certificates of a Group for such Distribution Date shall be reduced by
such Class's pro rata share, based on such Class's Interest Distribution Amount
for such Distribution Date, without taking into account the allocation made by
this Section 5.02(c), of (A) Non-Supported Interest Shortfalls for the Related
Loan Group, (B) any Excess Losses on the Mortgage Loans in such Loan Group
allocable to interest, (C) on and after the Senior Credit Support Depletion Date
for such Group, any other Realized Loss on the Mortgage Loans in such Loan Group
allocable to interest and (D) Relief Act Reductions incurred on the Mortgage
Loans in such Loan Group during the calendar month preceding the month of such
Distribution Date.
(d) Notwithstanding the priority and allocation contained in Section
5.02(a)(iv), if with respect to any Class of Subordinate Certificates of a Group
on any Distribution Date, (i) the aggregate of the Class Certificate Balances
immediately prior to such Distribution Date of all Classes of Subordinate
Certificates of such Group which have a higher numerical Class designation than
such Class, divided by (ii) the aggregate Class Certificate Balance of all the
Certificates (other than the Class A-PO Certificates) of such Group immediately
prior to such Distribution Date (for each Group, the "Fractional Interest") is
less than the Original Fractional Interest for such Class, no distribution of
principal will be made to any Classes of such Group junior to such Class (for
each Group, the "Restricted Classes") and the Class Certificate Balances of the
Restricted Classes of such Group will not be used in determining the Pro Rata
Share for the Subordinate Certificates of such Group that are not Restricted
Classes. If the aggregate Class Certificate Balances of the Subordinate
Certificates of such Group that are not Restricted Classes are reduced to zero,
notwithstanding the previous sentence, any funds remaining will be distributed
sequentially to the Restricted Classes of such Group in order of their
respective numerical Class designations (beginning with the Class of Restricted
Certificates of the Related Group then outstanding with the lowest numerical
Class designation).
Section 5.03 Allocation of Losses. (a) On or prior to each
Determination Date, the Servicer shall inform the Trustee in writing with
respect to each Mortgage Loan: (1) whether any Realized Loss is a Deficient
Valuation, a Debt Service Reduction, a Fraud Loss or a Special Hazard Loss, (2)
of the amount of such loss or Deficient Valuation, or of the terms of such Debt
Service Reduction and (3) of the total amount of Realized Losses on the Mortgage
Loans in each Loan Group. Based on such information, the Trustee shall determine
the total amount of Realized Losses on the Mortgage Loans in each Loan Group,
including Excess Losses, with respect to the related Distribution Date.
The principal portion of Realized Losses on the Mortgage Loans in a
Loan Group with respect to any Distribution Date shall be allocated as follows:
(i) the applicable PO Percentage of the principal portion of any
Realized Loss with respect to a Discount Mortgage Loan in such Loan Group,
including any Excess Loss, shall be allocated to the Class A-PO
Certificates of the Related Group until the Class Certificate Balance
thereof is reduced to zero; and
(ii) the applicable Non-PO Percentage of the principal portion of
any Realized Loss (other than an Excess Loss) with respect to a Mortgage
Loan in such Loan Group shall be allocated first to the Subordinate
Certificates of the Related Group in reverse order of their respective
numerical Class designations (beginning with the Class of Subordinate
Certificates of the Related Group then outstanding with the highest
numerical Class designation) until the respective Class Certificate
Balance of each such Class is reduced to zero, and second to the Senior
Certificates (other than the Class A-PO Certificates) of the Related
Group, pro rata, on the basis of their respective Class Certificate
Balances immediately prior to the related Distribution Date or, in the
case of a Class of Accrual Certificates, the Initial Class Certificate
Balance, if lower, until the Class Certificate Balances thereof have been
reduced to zero; and
(iii) the applicable Non-PO Percentage of the principal portion of
any Excess Losses with respect to a Mortgage Loan in such Loan Group shall
be allocated pro rata among the Senior Certificates of the Related Group
(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 of the Related Group on the basis of their respective Class
Certificate Balances immediately prior to the related Distribution Date.
Excess Losses allocated to the Senior Certificates (other than the Class
A-PO Certificates) of the Related Group, will be allocated among such
Classes pro rata on the basis of their respective Class Certificate
Balances, or in the case of a Class of Accrual Certificates, the Initial
Class Certificate Balance, if lower.
(b) The Class Certificate Balance of the Class of Subordinate
Certificates of a Group then outstanding with the highest numerical Class
designation shall be reduced on each Distribution Date by the amount, if any, by
which the aggregate of the Class Certificate Balances of all outstanding Classes
of Certificates of such Group (after giving effect to the amount to be
distributed as a distribution of principal and the allocation of Realized Losses
and Class A-PO Deferred Amounts on such Distribution Date) exceeds the Adjusted
Pool Amount for the Related Loan Group for such Distribution Date.
After the Senior Credit Support Depletion Date for a Group, the
Class Certificate Balances of the Senior Certificates of such Group in the
aggregate (other than the Class Certificate Balance of the Class A-PO
Certificates of such Group) 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)
of such Group (after giving effect to the amount to be distributed as a
distribution of principal and the allocation of Realized Losses on such
Distribution Date) exceeds the difference between (i) the Adjusted Pool Amount
for the Related Loan Group for such Distribution Date and (ii) the Adjusted Pool
Amount (PO Portion) for the Related Loan Group for such Distribution Date.
Any such reduction shall be allocated among the Senior Certificates
(other than the Class A-PO Certificates) of such Group, based on the Class
Certificate Balances immediately prior to such Distribution Date or, in the case
of a Class of Accrual Certificates, the Initial Class Certificate Balance, if
lower.
The Class Certificate Balance of the Class A-PO Certificates of a
Group shall be reduced on each Distribution Date by the amount, if any, by which
the Class Certificate Balance of such 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 the Related Loan Group 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."
(e) After the Senior Credit Support Depletion Date, on any
Distribution Date on which the Class 2-A-2 Loss Allocation Amount is greater
than zero, the Class Certificate Balance of the Class 2-A-2 Certificates will be
reduced by the Class 2-A-2 Loss Allocation Amount and, notwithstanding Section
5.03(a)(ii) and Section 5.03(b), the Class Certificate Balance of the Class
2-A-1 Certificates will not be reduced by the Class 2-A-2 Loss Allocation
Amount.
Section 5.04 Statements to Certificateholders. (a) Prior to the
Distribution Date in each month, based upon the information provided to the
Trustee on the Servicer's Certificates delivered to the Trustee pursuant to
Section 4.01, the Trustee shall determine the following information with respect
to such Distribution Date:
(i) for each Group, the amount allocable to principal, separately
identifying the aggregate amount of any Principal Prepayments and
Liquidation Proceeds included therein;
(ii) for each Group, the amount allocable to interest, 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) for each Loan Group, the Pool Stated Principal Balance for the
following Distribution Date;
(vi) for each Group, the Senior Percentage, the Priority Percentage
and Subordinate Percentage for the following Distribution Date;
(vii) the amount of the Servicing Fee paid to or retained by the
Servicer with respect to each Loan Group and such Distribution Date;
(viii) the Pass-Through Rate for each such Class of Certificates
with respect to such Distribution Date;
(ix) for each Loan Group, the amount of Periodic Advances included
in the distribution on such Distribution Date and the aggregate amount of
Periodic Advances outstanding as of the close of business on such
Distribution Date;
(x) for each Loan Group, the number and aggregate principal amounts
of Mortgage Loans (A) delinquent (exclusive of Mortgage Loans in
foreclosure) (1) 1 to 30 days (2) 31 to 60 days (3) 61 to 90 days and (4)
91 or more days and (B) in foreclosure, as of the close of business on the
last day of the calendar month preceding such Distribution Date;
(xi) for each Loan Group, with respect to any Mortgage Loan that
became an REO Property during the preceding calendar month, the loan
number and Stated Principal Balance of such Mortgage Loan as of the close
of business on the Determination Date preceding such Distribution Date and
the date of acquisition thereof;
(xii) for each Loan Group, the total number and principal balance of
any REO Properties (and market value, if available) as of the close of
business on the Determination Date preceding such Distribution Date;
(xiii) for each Group, the Senior Prepayment Percentage and the
Subordinate Prepayment Percentage for the following Distribution Date;
(xiv) for each Loan Group, the aggregate amount of Realized Losses
incurred during the preceding calendar month and for each Group, any Class
A-PO Deferred Amounts for such Distribution Date; and
(xv) for each Loan Group, the Special Hazard Loss Amount, the Fraud
Loss Amount and the Bankruptcy Loss Amount, in each case as of the related
Determination Date.
(b) No later than each Distribution Date, the Trustee, based upon
information supplied to it on the Servicer's Certificates, shall prepare and
deliver (by mail, fax or electronically) to each Holder of a Certificate, each
Rating Agency and the Servicer a statement setting forth the information set
forth in Section 5.04(a).
In the case of information furnished pursuant to clauses (i), (ii)
and (ix) of Section 5.04(a), the amounts shall be expressed as a dollar amount
per Certificate with a $1,000 denomination.
On each Distribution Date, the Trustee shall prepare and furnish to
each Financial Market Service, in electronic or such other format and media
mutually agreed upon by the Trustee, the Financial Market Service and the
Depositor, the information contained in the statement described in Section
5.04(a) for such Distribution Date.
The Trustee may make available each month, to any interested party,
the monthly statement to Certificateholders via the Trustee's website.
Within a reasonable period of time after the end of each calendar
year, the Trustee shall furnish to each Person who at any time during the
calendar year was the Holder of a Certificate, if requested in writing by such
Person, a statement containing the information set forth in clauses (i), (ii)
and (vii) of Section 5.04(a), in each case aggregated for such calendar year or
applicable portion thereof during which such Person was a Certificateholder.
Such obligation of the Trustee shall be deemed to have been satisfied to the
extent that substantially comparable information shall be provided by the
Trustee pursuant to any requirements of the Code as from time to time in force.
The Trustee shall deliver to the Holders of Certificates any reports
or information the Trustee is required by this Agreement or the Code, Treasury
Regulations or REMIC Provisions to deliver to the Holders of Certificates, and
the Trustee shall prepare and provide to the Certificateholders (by mail,
telephone, or publication as may be permitted by applicable Treasury
Regulations) such other reasonable information as the Trustee deems necessary or
appropriate or is required by the Code, Treasury Regulations, and the REMIC
Provisions including, but not limited to, (i) information to be reported to the
Holders of the Residual Certificates for quarterly notices on Schedule Q (Form
1066) (which information shall be forwarded to the Holders of the Residual
Certificates by the Trustee), (ii) information to be provided to the Holders of
Certificates with respect to amounts which should be included as interest and
original issue discount in such Holders' gross income and (iii) information to
be provided to all Holders of Certificates setting forth the percentage of each
REMIC's assets, determined in accordance with Treasury Regulations using a
convention, not inconsistent with Treasury Regulations, selected by the Trustee
in its absolute discretion, that constitute real estate assets under Section 856
of the Code, and assets described in Section 7701(a)(19)(C) of the Code;
provided, however, that in setting forth the percentage of such assets of each
REMIC, nothing contained in this Agreement, including without limitation Section
7.03 hereof, shall be interpreted to require the Trustee periodically to
appraise the fair market values of the assets of the Trust Estate or to
indemnify the Trust Estate or any Certificateholders from any adverse federal,
state or local tax consequences associated with a change subsequently required
to be made in the Depositor's initial good faith determinations of such fair
market values (if subsequent determinations are required pursuant to the REMIC
Provisions) made from time to time.
Section 5.05 Tax Returns and Reports to Certificateholders. (a) For
federal income tax purposes, each REMIC shall have a calendar year taxable year
and shall maintain its books on the accrual method of accounting.
(b) The Trustee shall prepare or cause to be prepared, shall execute
and shall file or cause to be filed with the Internal Revenue Service and
applicable state or local tax authorities income tax information returns for
each taxable year with respect to each REMIC containing such information at the
times and in the manner as may be required by the Code, the Treasury Regulations
or state or local tax laws, regulations, or rules, and shall furnish or cause to
be furnished to each REMIC and the Certificateholders the schedules, statements
or information at such times and in such manner as may be required thereby.
Within 30 days of the Closing Date, the Trustee shall furnish or cause to be
furnished to the Internal Revenue Service, on Form 8811 or as otherwise required
by the Code or the Treasury Regulations, the name, title, address and telephone
number of the person that Holders of the Certificates may contact for tax
information relating thereto, together with such additional information at the
time or times and in the manner required by the Code or the Treasury
Regulations. Such federal, state, or local income tax or information returns
shall be signed by the Trustee, or such other Person as may be required to sign
such returns by the Code, the Treasury Regulations or state or local tax laws,
regulations, or rules.
(c) In the first federal income tax return of each REMIC for its
short taxable year ending December 31, 2001, REMIC status shall be elected for
such taxable year and all succeeding taxable years.
(d) The Trustee will maintain or cause to be maintained such records
relating to each REMIC, including but not limited to records relating to the
income, expenses, assets and liabilities of the Trust Estate, and the initial
fair market value and adjusted basis of the Trust Estate property and assets
determined at such intervals as may be required by the Code or the Treasury
Regulations, as may be necessary to prepare the foregoing returns, schedules,
statements or information.
Section 5.06 Tax Matters Person. Each Tax Matters Person shall have
the same duties with respect to REMIC 1 and Remic 2 as those of a "tax matters
partner" under Subchapter C of Chapter 63 of Subtitle F of the Code. The Holders
of the Class 1-A-R and Class 2-A-R Certificates are hereby designated as the Tax
Matters Person for REMIC 1 and Remic 2, respectively. By its acceptance of the
Class 1-A-R or Class 2-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 related 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 two REMICs and
avoid the imposition of tax on the REMICs. In particular:
(a) The Trustee shall not create, or permit the creation of, any
"interests" in either REMIC within the meaning of Code Section 860D(a)(2) other
than the interests represented by the Regular Certificates and the Residual
Certificate of such REMIC.
(b) Except as otherwise provided in the Code, (i) the Depositor and
the Servicer shall not contribute to the Trust Estate and the Trustee shall not
accept property unless substantially all of the property held in either REMIC
constitutes either "qualified mortgages" or "permitted investments" as defined
in Code Sections 860G(a)(3) and (5), respectively, and (ii) no property shall be
contributed to each REMIC after the start-up day unless such contribution would
not subject the Trust Estate to the 100% tax on contributions to a REMIC after
the start-up day of the REMIC imposed by Code Section 860G(d).
(c) The Trustee shall not accept on behalf of either REMIC any fee
or other compensation for services and neither the Trustee nor the Servicer
shall knowingly accept, on behalf of the Trust Estate any income from assets
other than those permitted to be held by a REMIC.
(d) The Trustee shall not sell or permit the sale of all or any
portion of the Mortgage Loans (other than in accordance with Sections 2.02, 2.04
or 3.14(b)), unless such sale is pursuant to a "qualified liquidation" of the
applicable REMIC as defined in Code Section 860F(a)(4)(A) and in accordance with
Article X.
(e) The Trustee shall maintain books with respect to the Trust and
each REMIC on a calendar year taxable year and on an accrual basis.
Neither the Servicer nor the Trustee shall engage in a "prohibited
transaction" (as defined in Code Section 860F(a)(2)), except that, with the
prior written consent of the Servicer and the Depositor, the Trustee may engage
in the activities otherwise prohibited by the foregoing paragraphs (b), (c) and
(d); provided that the Servicer shall have delivered to the Trustee an Opinion
of Counsel to the effect that such transaction will not result in the imposition
of a tax on either REMIC and will not disqualify either REMIC 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.
Section 5.09 Principal Distributions on the Special Retail
Certificates. Prior to the earlier of (1) the Senior Credit Support Depletion
Date for Group 1 and (2) the date on which any Realized Loss is allocated to any
Class of Special Retail Certificates, distributions in reduction of the Class
Certificate Balance of such Class will be made in integral multiples of $1,000
at the request of the appropriate representatives of Deceased Holders of
Certificates of each such Class and at the request of Living Holders of
Certificates of each such Class or by mandatory distributions, pursuant to
Section 5.09(a) and Section 5.09(d). On and after the earlier of (A) the Senior
Credit Support Depletion Date for Group 1 and (B) the date on which any Realized
Loss is allocated to any Class of Special Retail Certificates, distributions in
reduction of the Class Certificate Balances of such Class will be made on a pro
rata basis pursuant to Section 5.09(e).
(a) Except as set forth in Section 5.09(e), on each Distribution
Date on which principal distributions to any Class of the Special Retail
Certificates are made, such distributions will be made in the following
priority:
(i) first, to requesting Deceased Holders, in the order in which
such requests are received by the Depository, but not exceeding an
aggregate amount of $100,000 for each requesting Deceased Holder; and
(ii) second, to requesting Living Holders, in the order in which
such requests are received by the Depository, but not exceeding an
aggregate amount of $10,000 for each requesting Living Holder.
Thereafter, distributions will be made, with respect to such Class
of the Special Retail Certificates, as provided in clauses (i) and (ii) above,
up to a second $100,000 and $10,000, respectively. This sequence of priorities
will be repeated until all requests for principal distributions by Deceased
Holders and Living Holders of such Class have been honored, to the extent of
amounts available for principal distributions to the Holders of such Class.
All requests for principal distributions to Special Retail
Certificates will be accepted in accordance with the provisions set forth in
Section 5.09(c). Requests for principal distributions that are received by the
Trustee after the related Record Date and requests for principal distributions
received in a timely manner but not accepted with respect to any Distribution
Date, will be treated as requests for principal distributions to the Special
Retail Certificates on the next succeeding Distribution Date, and each
succeeding Distribution Date thereafter, until each such request is accepted or
is withdrawn as provided in Section 5.09(c). Such requests that are not
withdrawn shall retain their order of priority without the need for any further
action on the part of the appropriate Certificate Owner of the related Special
Retail Certificate, all in accordance with the procedures of the Depository and
the Trustee. Upon the transfer of beneficial ownership of any Special Retail
Certificate, any distribution request previously submitted with respect to such
Certificate will be deemed to have been withdrawn only upon the receipt by the
Trustee on or before the Record Date for such Distribution Date of notification
of such withdrawal in the manner set forth in Section 5.09(c) using a form
required by the Depository.
Distributions in reduction of the Class Certificate Balance of any
Class of Special Retail Certificates will be applied in an amount equal to the
portion of the Senior Principal Distribution Amount for Group 1 allocable to
such Class pursuant to Section 5.02, plus any amounts available for distribution
from the applicable Rounding Account established as provided in Section 3.23,
provided that the aggregate distribution of principal to such Class on any
Distribution Date shall be made in an integral multiple of $1,000.
To the extent that the portion of the Senior Principal Distribution
Amount for Group 1 allocable to any Class of Special Retail Certificates on any
Distribution Date exceeds the aggregate Class Certificate Balance of that Class
of Special Retail Certificates with respect to which principal distribution
requests have been received, principal distributions in reduction of the Class
Certificate Balance of such Class will be made by mandatory distribution
pursuant to Section 5.09(d).
(b) A Special Retail Certificate shall be deemed to be held by a
Deceased Holder for purposes of this Section 5.09 if the death of the
Certificate Owner thereof is deemed to have occurred. Special Retail
Certificates beneficially owned by tenants by the entirety, joint tenants or
tenants in common will be considered to be beneficially owned by a single owner.
The death of a tenant by the entirety, joint tenant or tenant in common will be
deemed to be the death of the Certificate Owner. Special Retail Certificates
beneficially owned by a trust will be considered to be beneficially owned by
each beneficiary of the trust to the extent of such beneficiary's beneficial
interest therein, but in no event will a trust's beneficiaries collectively be
deemed to be Certificate Owners of a number of Special Retail Certificates
greater than the number of Special Retail Certificates of which such trust is
the owner. The death of a beneficiary of a trust will be deemed to be the death
of a Certificate Owner of the Special Retail Certificates beneficially owned by
the trust to the extent of such beneficiary's beneficial interest in such trust.
The death of an individual who was a tenant by the entirety, joint tenant or
tenant in common in a tenancy which is the beneficiary of a trust will be deemed
to be the death of the beneficiary of such trust. The death of an individual
who, during his or her lifetime, was entitled to substantially all of the
beneficial ownership interests in a Special Retail Certificate will be deemed to
be the death of the Certificate Owner of such Special Retail Certificate
regardless of the registration of ownership, if such beneficial ownership
interest can be established to the satisfaction of the Trustee. Such beneficial
interest will be deemed to exist in typical cases of street name or nominee
ownership, ownership by a trustee, ownership under the Uniform Gifts to Minors
Act and community property or other joint ownership arrangements between a
husband and wife. Beneficial interest shall include the power to sell, transfer
or otherwise dispose of a Special Retail Certificate and the right to receive
the proceeds therefrom, as well as interest and principal distributions, as
applicable, payable with respect thereto. The Trustee shall not be under any
duty to determine independently the occurrence of the death of any deceased
Certificate Owner. The Trustee may rely entirely upon documentation delivered to
it pursuant to Section 5.09(c) in establishing the eligibility of any
Certificate Owner to receive the priority accorded Deceased Holders in Section
5.09(a).
(c) Requests for principal distributions to the Certificate Owner of
any Special Retail Certificate must be made by delivering a written request
therefor to the Depository Participant or Indirect Depository Participant that
maintains the account evidencing such Certificate Owner's interest in such
Certificate. In the case of a request on behalf of a Deceased Holder,
appropriate evidence of death and any tax waivers are required to be forwarded
to the Trustee under separate cover. The Depository Participant should in turn
make the request of the Depository (or, in the case of an Indirect Depository
Participant, such Indirect Depository Participant must notify the related
Depository Participant of such request, which Depository Participant should make
the request of the Depository) in the manner required under the rules and
regulations of the Depository's APUT System. Upon receipt of such request, the
Depository will date and time stamp such request and forward such request to the
Trustee. The Depository may establish such procedures as it deems fair and
equitable to establish the order of receipt of requests for such distributions
received by it on the same day. None of the Depositor, the Servicer or the
Trustee shall be liable for any delay in delivery of requests for distributions
or withdrawals of such requests by the Depository, a Depository Participant or
any Indirect Depository Participant.
The Trustee shall maintain a list of those Depository Participants
representing the appropriate Certificate Owners of Special Retail Certificates
that have submitted requests for principal distributions, together with the
order of receipt and the amounts of such requests. Subject to the priorities
described in Section 5.09(a) above, the Depository will honor requests for
distributions in the order of their receipt. The Trustee shall notify the
Depository as to which requests should be honored on each Distribution Date at
least two Business Days prior to such Distribution Date and shall notify the
Depository as to the portion of the Senior Principal Distribution Amount
(together with any amounts available for distribution from the applicable
Rounding Account) to be distributed to the Special Retail Certificates by
mandatory distribution pursuant to Section 5.09(d). Requests shall be honored by
the Depository in accordance with the procedures, and subject to the priorities
and limitations, described in this Section 5.09. The exact procedures to be
followed by the Trustee and the Depository for purposes of determining such
priorities and limitations will be those established from time to time by the
Trustee or the Depository, as the case may be. The decisions of the Trustee and
the Depository concerning such matters will be final and binding on all affected
Persons.
Special Retail Certificates that have been accepted for a
distribution shall be due and payable on the applicable Distribution Date. Such
Certificates shall cease to bear interest after the last day of the calendar
month preceding the month in which such Distribution Date occurs.
Any Certificate Owner of a Special Retail Certificate that has
requested a principal distribution may withdraw its request by so notifying in
writing the Depository Participant or Indirect Depository Participant that
maintains such Certificate Owner's account. If such account is maintained by an
Indirect Depository Participant, such Indirect Depository Participant must
notify the related Depository Participant which in turn must forward the
withdrawal of such request, in the manner required under the rules and
regulations of the Depository's APUT System, to the Depository to be forwarded
to the Trustee. If such notice of withdrawal of a request for distribution has
not been received by the Depository and forwarded to the Trustee on or before
the Record Date for the next Distribution Date, the previously made request for
a principal distribution will be irrevocable with respect to the making of
principal distributions on such Distribution Date.
If any requests for principal distributions are rejected by the
Trustee for failure to comply with the requirements of this Section 5.09, the
Trustee shall return such request to the appropriate Depository Participant with
a copy to the Depository with an explanation as to the reason for such
rejection.
(d) If principal distributions to be made to any Class of the
Special Retail Certificates on a Distribution Date exceed the aggregate amount
of principal distribution requests for such Class which have been received on or
before the applicable Record Date, as provided in Section 5.09(a) above,
additional Special Retail Certificates of such Class will be selected to receive
mandatory principal distributions in lots equal to $1,000 in accordance with the
then-applicable random lot procedures of the Depository, and the then-applicable
procedures of the Depository Participants and Indirect Depository Participants
representing the Certificate Owners (which procedures may or may not be by
random lot). The Trustee shall notify the Depository of the aggregate amount of
the mandatory principal distribution to be made on the next Distribution Date.
The Depository shall then allocate such aggregate amount among the Depository
Participants on a random lot basis. Each Depository Participant and, in turn,
each Indirect Depository Participant will then select, in accordance with its
own procedures, Special Retail Certificates of such Class from among those held
in its accounts to receive mandatory principal distributions, such that the
total amount of principal distributed to the Special Retail Certificates of such
Class so selected is equal to the aggregate amount of such mandatory
distributions allocated to such Depository Participant by the Depository and to
such Indirect Depository Participant by its related Depository Participant, as
the case may be. Depository Participants and Indirect Depository Participants
that hold Special Retail Certificates of such Class selected for mandatory
principal distributions are required to provide notice of such mandatory
distributions to the affected Certificate Owners.
(e) Notwithstanding any provisions herein to the contrary, on each
Distribution Date on and after the earlier of (i) the Senior Credit Support
Depletion Date for Group 1 and (ii) the date on which any Realized Loss is
allocated to any Class of Special Retail Certificates, distributions in
reduction of the Class Certificate Balance of such Class will be made pro rata
among the Certificate Owners of the Certificates of such Class and will not be
made in integral multiples of $1,000 or pursuant to requests for distribution as
permitted by Section 5.09(a) or by mandatory distributions as provided for by
Section 5.09(d).
(f) In the event that Definitive Certificates representing the
Special Retail Certificates are issued pursuant to Section 6.02(c)(iii), an
amendment to this Agreement, which may be approved without the consent of any
Certificateholders, shall establish procedures relating to the manner in which
distributions in reduction of the Class Certificate Balance of each Class of the
Special Retail Certificates are to be made; provided that such procedures shall
be consistent, to the extent practicable and customary for certificates similar
to the Special Retail Certificates, with the provisions of this Section 5.09.
Section 5.10 Determination of LIBOR. On each Rate Determination Date
for a Class of LIBOR Certificates, the Trustee shall determine LIBOR for the
applicable Distribution Date on the basis of the British Bankers' Association
("BBA") "Interest Settlement Rate" for one-month deposits in U.S. Dollars as
found on Telerate page 3750 as of 11:00 A.M. London time on such Rate
Determination Date. As used herein, "Telerate page 3750" means the display
designated as page 3750 on the Bridge Telerate Service.
If on any Rate Determination Date for a Class of LIBOR Certificates,
the Trustee is unable to determine LIBOR on the basis of the method set forth in
the preceding paragraph, LIBOR for the applicable Distribution Date will be
whichever is higher of (x) LIBOR as determined on the previous Rate
Determination Date for such Class of LIBOR Certificates or (y) the Reserve
Interest Rate. The "Reserve Interest Rate" will be the rate per annum which the
Trustee determines to be either (A) the arithmetic mean (rounding such
arithmetic mean upwards if necessary to the nearest whole multiple of 1/16%) of
the one-month U.S. Dollar lending rates that New York City banks selected by the
Trustee are quoting, on the relevant Rate Determination Date, to the principal
London offices of at least two leading banks in the London interbank market or
(B) in the event that the Trustee can determine no such arithmetic mean, the
lowest one-month U.S. Dollar lending rate that the New York City banks selected
by the Trustee are quoting on such Rate Determination Date to leading European
banks.
If on any Rate Determination Date for a Class of LIBOR Certificates,
the Trustee is required but is unable to determine the Reserve Interest Rate in
the manner provided in the preceding paragraph, LIBOR for the applicable
Distribution Date will be LIBOR as determined on the previous Rate Determination
Date for such Class of LIBOR Certificates, or, in the case of the first Rate
Determination Date, the Initial LIBOR Rate.
The establishment of LIBOR by the Trustee and the Trustee's
subsequent calculation of the rates of interest applicable to each of the LIBOR
Certificates in the absence of manifest error, will be final and binding. After
a Rate Determination Date, the Trustee shall provide the Pass-Through Rates of
the LIBOR Certificates for the related Distribution Date to Beneficial Owners or
Holders of LIBOR Certificates who place a telephone call to the Trustee at (212)
815-7162 and make a request therefor.
ARTICLE VI
THE CERTIFICATES
Section 6.01 The Certificates. The Classes of Senior Certificates
and the Subordinate Certificates shall be substantially in the forms set forth
in Exhibits A-1-A-1, A-1-A-2, A-1-A-3, A-1-A-4, A-1-A-5, A-1-A-6, A-1-A-7,
A-1-A-8, A-1-A-9, A-1-A-10, A-1-A-11, A-1-A-12, A-1-A-13, A-1-A-14, A-1-A-15,
A-1-A-16, A-1-A-17, A-1-A-18, A-1-A-19, A-1-A-20, A-1-A-21, A-1-A-22, A-1-A-23,
A-1-A-24, A-1-A-25, A-1-A-26, A-1-A-27, A-1-A-28, A-1-A-29, A-1-A-30, A-1-A-31,
A-1-A-32, A-1-A-33, A-1-A-PO, A-1-A-R, A-2-A-1, A-2-A-2, A-2-A-PO, A-2-A-R,
B-1-B-1, B-1-B-2, B-1-B-3, B-1-B-4, B-1-B-5, B-1-B-6, B-2-B-1, B-2-B-2, B-2-B-3,
B-2-B-4, B-2-B-5 and B-2-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 1-A-17, Class 1-A-18, Class 1-A-20, Class 1-A-21, Class
1-A-26, Class 1-A-28, Class 1-A-PO, 1-A-R, Class 2-A-PO and Class 2-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 1-A-PO Certificates shall be
available to investors in interests representing minimum dollar Certificate
Balances of $25,000 and integral dollar multiples of $1 in excess thereof
(except one Certificate of such Class may be issued with a different Certificate
Balance). The Class 1-A-17, Class 1-A-18, Class 1-A-20, Class 1-A-21, Class
1-A-26 and Class 1-A-28 Certificates shall be available to investors in
interests representing minimum dollar Certificate Balances of $1,000 and
integral dollar multiples of $1,000 in excess thereof. The Class 1-A-R and Class
2-A-R Certificates shall be in a minimum denomination of $100. The Class 2-A-PO
Certificates shall be issued in a minimum denomination of $9,374. The Senior
Certificates (other than the Class 1-A-R and Class 2-A-R Certificates) and the
Class 1-B-1, Class 1-B-2, Class 1-B-3, Class 2-B-1, Class 2-B-2 and Class 2-B-3
Certificates shall initially be issued in book-entry form through the Depository
and delivered to the Depository or, pursuant to the Depository's instructions on
behalf of the Depository to, and deposited with, the Certificate Custodian, and
all other Classes of Certificates shall initially be issued in definitive,
fully-registered form.
The Certificates shall be executed by manual or facsimile signature
on behalf of the Trustee by an authorized officer or signatory. Certificates
bearing the manual or facsimile signatures of individuals who were, at the time
when such signatures were affixed, authorized to sign on behalf of the Trustee
shall bind the Trustee, notwithstanding that such individuals or any of them
have ceased to be so authorized prior to the execution and delivery of such
Certificates or did not hold such offices or positions at the date of such
Certificate. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless such Certificate shall have been
manually countersigned by the Trustee substantially in the form provided for
herein, and such countersignature upon any Certificate shall be conclusive
evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the date
of their countersignature.
Section 6.02 Registration of Transfer and Exchange of Certificates.
(a) The Trustee shall cause to be kept at an office or agency in the city in
which the Corporate Trust Office of the Trustee is located a Certificate
Register in which, subject to such reasonable regulations as it may prescribe,
the Trustee shall provide for the registration of Certificates and of transfers
and exchanges of Certificates as herein provided. The Trustee shall initially
serve as Certificate Registrar for the purpose of registering Certificates and
transfers and exchanges of Certificates as herein provided.
(b) At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of authorized denominations of a like Class,
tenor and aggregate Percentage Interest, upon surrender of the Certificates to
be exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange, the Trustee shall execute and the Trustee shall
authenticate, countersign and deliver the Certificates which the
Certificateholder making the exchange is entitled to receive. Every Certificate
presented or surrendered for transfer or exchange shall (if so required by the
Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by
a written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by, the Holder thereof or its attorney duly
authorized in writing.
(c) (i) Except as provided in paragraph (c)(iii) below, the
Book-Entry Certificates shall at all times remain registered in the name
of the Depository or its nominee and at all times: (A) registration of the
Certificates may not be transferred by the Trustee except to another
Depository; (B) the Depository shall maintain book-entry records with
respect to the Certificate Owners and with respect to ownership and
transfers of such Book-Entry Certificates; (C) ownership and transfers of
registration of the Book-Entry Certificates on the books of the Depository
shall be governed by applicable rules established by the Depository; (D)
the Depository may collect its usual and customary fees, charges and
expenses from its Depository Participants; (E) the Trustee shall deal with
the Depository as the representative of the Certificate Owners of the
Book-Entry Certificates for purposes of exercising the rights of Holders
under this Agreement, and requests and directions for and votes of the
Depository shall not be deemed to be inconsistent if they are made with
respect to different Certificate Owners; and (F) the Trustee may rely and
shall be fully protected in relying upon information furnished by the
Depository with respect to its Depository Participants and furnished by
the Depository Participants with respect to indirect participating firms
and persons shown on the books of such indirect participating firms as
direct or indirect Certificate Owners.
(ii) All transfers by Certificate Owners of Book-Entry Certificates
shall be made in accordance with the procedures established by the
Depository Participant or brokerage firm representing such Certificate
Owner. Each Depository Participant shall only transfer Book-Entry
Certificates of Certificate Owners it represents or of brokerage firms for
which it acts as agent in accordance with the Depository's normal
procedures.
(iii) If (A) (1) the Depository or the Depositor advises the Trustee
in writing that the Depository is no longer willing or able to properly
discharge its responsibilities as Depository, and (2) the Trustee or the
Depositor is unable to locate a qualified successor, (B) the Depositor at
its option advises the Trustee in writing that it elects to terminate the
book-entry system through the Depository, (C) after the occurrence of an
Event of Default or (D) in the event the Depository is unable to make the
pro rata distributions required by Section 5.09(e), Certificate Owners
representing at least 51% of the aggregate Class Certificate Balances of
the Book-Entry Certificates together advise the Trustee and the Depository
through the Depository Participants in writing that the continuation of a
book-entry system through the Depository is no longer in the best
interests of the Certificate Owners, the Trustee shall notify all
Certificate Owners, through the Depository, of the occurrence of any such
event and of the availability of definitive, fully-registered Certificates
(the "Definitive Certificates") to Certificate Owners requesting the same.
Upon surrender to the Trustee of the related Class of Certificates by the
Depository (or by the Certificate Custodian, if it holds such Class on
behalf of the Depository), accompanied by the instructions from the
Depository for registration, the Trustee shall issue the Definitive
Certificates. None of the Servicer, the Depositor or the Trustee shall be
liable for any delay in delivery of such instruction and may conclusively
rely on, and shall be protected in relying on, such instructions. The
Depositor shall provide the Trustee with an adequate inventory of
certificates to facilitate the issuance and transfer of Definitive
Certificates. Upon the issuance of Definitive Certificates, the Trustee
shall recognize the Holders of the Definitive Certificates as
Certificateholders hereunder.
(d) No transfer of a Private Certificate shall be made unless such
transfer is exempt from the registration requirements of the 1933 Act and any
applicable state securities laws or is made in accordance with the 1933 Act and
such laws. In the event of any such transfer, (i) unless such transfer is made
in reliance on Rule 144A under the 1933 Act, the Trustee or the Depositor may
require a written Opinion of Counsel (which may be in-house counsel) acceptable
to and in form and substance reasonably satisfactory to the Trustee and the
Depositor that such transfer may be made pursuant to an exemption, describing
the applicable exemption and the basis therefor, from the 1933 Act and such laws
or is being made pursuant to the 1933 Act and such laws, which Opinion of
Counsel shall not be an expense of the Trustee or the Depositor and (ii) the
Trustee shall require a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached hereto as Exhibit G-1
and a certificate from such Certificateholder's prospective transferee
substantially in the form attached hereto either as Exhibit G-2A or as Exhibit
G-2B, which certificates shall not be an expense of the Trustee or the
Depositor; provided that the foregoing requirements under clauses (i) and (ii)
shall not apply to a transfer of a Private Certificate between or among the
Depositor, the Seller, their affiliates or both. The Depositor shall provide to
any Holder of a Private Certificate and any prospective transferees designated
by any such Holder, information regarding the related Certificates and the
Mortgage Loans and such other information as shall be necessary to satisfy the
condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such
certificate without registration thereof under the 1933 Act pursuant to the
registration exemption provided by Rule 144A. The Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.
(e) No transfer of an ERISA Restricted Certificate shall be made
unless the transferee delivers to the Trustee either (i) a representation letter
in the form of Exhibit H from the transferee of such Certificate, which
representation letter shall not be an expense of the Depositor, the Trustee or
the Servicer, or (ii) in the case of any ERISA Restricted Certificate presented
for registration in the name of an employee benefit plan or arrangement,
including an individual retirement account, subject to ERISA, the Code, or any
federal, state or local law ("Similar Law") which is similar to ERISA or the
Code (collectively, a "Plan"), or a trustee or custodian of any of the
foregoing, an Opinion of Counsel in form and substance satisfactory to the
Trustee and the Servicer to the effect that the purchase or holding of such
ERISA Restricted Certificate by or on behalf of such Plan will not result in the
assets of the Trust Estate being deemed to be "plan assets" and subject to the
prohibited transaction provisions of ERISA, the Code or Similar Law and will not
subject the Trustee, the Depositor or the Servicer to any obligation in addition
to those undertaken in this Agreement, which Opinion of Counsel shall not be an
expense of the Trustee or the Servicer. Any transferee of an ERISA Restricted
Certificate that does not comply with either clause (i) or (ii) of the preceding
sentence will be deemed to have made one of the representations set forth in
Exhibit H. Notwithstanding anything else to the contrary herein, any purported
transfer of an ERISA Restricted Certificate to or on behalf of a Plan without
the delivery to the Trustee and the Servicer of an Opinion of Counsel
satisfactory to the Trustee and the Servicer as described above shall be void
and of no effect.
Neither the Trustee nor the Certificate Registrar shall have any
liability for transfers of Book-Entry Certificates made through the book-entry
facilities of the Depository or between or among any Depository Participants or
Certificate Owners, made in violation of applicable restrictions. The Trustee
may rely and shall be fully protected in relying upon information furnished by
the Depository with respect to its Depository Participants and furnished by the
Depository Participants with respect to indirect participating firms and Persons
shown on the books of such indirect participating firms as direct or indirect
Certificate Owners.
To the extent permitted under applicable law (including, but not
limited to, ERISA), the Trustee shall be under no liability to any Person for
any registration of transfer of any ERISA Restricted Certificate that is in fact
not permitted by this Section 6.02 or for making any payments due on such
Certificate to the Holder thereof or taking any other action with respect to
such Holder under the provisions of this Agreement so long as the transfer was
registered by the Trustee in accordance with the foregoing requirements.
(f) Each Person who has or who acquires any Ownership Interest in a
Residual Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions, and
the rights of each Person acquiring any Ownership Interest in a Residual
Certificate are expressly subject to the following provisions:
(i) Each Person holding or acquiring any Ownership Interest in a
Residual Certificate shall be a Permitted Transferee and shall promptly
notify the Trustee of any change or impending change in its status as a
Permitted Transferee.
(ii) No Person shall acquire an Ownership Interest in a Residual
Certificate unless such Ownership Interest is a pro rata undivided
interest.
(iii) In connection with any proposed transfer of any Ownership
Interest in a Residual Certificate, the Trustee shall require delivery to
it, in form and substance satisfactory to it, of an affidavit in the form
of Exhibit I hereto from the proposed transferee.
(iv) Notwithstanding the delivery of an affidavit by a proposed
transferee under clause (iii) above, if a Responsible Officer of the
Trustee has actual knowledge that the proposed transferee is not a
Permitted Transferee, no transfer of any Ownership Interest in a Residual
Certificate to such proposed transferee shall be effected.
(v) No Ownership Interest in a Residual Certificate may be purchased
by or transferred to any Person that is not a U.S. Person, unless (A) such
Person holds such Residual Certificate in connection with the conduct of a
trade or business within the United States and furnishes the transferor
and the Trustee with an effective Internal Revenue Service Form W-8ECI (or
successor thereto) or (B) the transferee delivers to both the transferor
and the Trustee an Opinion of Counsel from a nationally-recognized tax
counsel to the effect that such transfer is in accordance with the
requirements of the Code and the regulations promulgated thereunder and
that such transfer of a Residual Certificate will not be disregarded for
federal income tax purposes.
(vi) Any attempted or purported transfer of any Ownership Interest
in a Residual Certificate in violation of the provisions of this Section
6.02 shall be absolutely null and void and shall vest no rights in the
purported transferee. If any purported transferee shall, in violation of
the provisions of this Section 6.02, become a Holder of a Residual
Certificate, then the prior Holder of such Residual Certificate that is a
Permitted Transferee shall, upon discovery that the registration of
transfer of such Residual Certificate was not in fact permitted by this
Section 6.02, be restored to all rights as Holder thereof retroactive to
the date of registration of transfer of such Residual Certificate. The
Trustee shall be under no liability to any Person for any registration of
transfer of a Residual Certificate that is in fact not permitted by this
Section 6.02 or for making any distributions due on such Residual
Certificate to the Holder thereof or taking any other action with respect
to such Holder under the provisions of the Agreement so long as the
transfer was registered in accordance with this Section 6.02. The Trustee
shall be entitled to recover from any Holder of a Residual Certificate
that was in fact not a Permitted Transferee at the time such distributions
were made all distributions made on such Residual Certificate. Any such
distributions so recovered by the Trustee shall be distributed and
delivered by the Trustee to the prior Holder of such Residual Certificate
that is a Permitted Transferee.
(vii) If any Person other than a Permitted Transferee acquires any
Ownership Interest in a Residual Certificate in violation of the
restrictions in this Section 6.02, then the Trustee, based on information
provided to the Trustee by the Servicer, will provide to the Internal
Revenue Service, and to the Persons specified in Section 860E(e)(3) and
(6) of the Code, information needed to compute the tax imposed under
Section 860E(e) of the Code on transfers of residual interests to
disqualified organizations. The expenses of the Trustee under this clause
(vii) shall be reimbursable by the Trust.
(viii) No Ownership Interest in a Residual Certificate shall be
acquired by a Plan or any Person acting on behalf of a Plan.
(g) [Reserved]
(h) No service charge shall be imposed for any transfer or exchange
of Certificates of any Class, but the Trustee may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
(i) All Certificates surrendered for transfer and exchange shall be
destroyed by the Certificate Registrar.
Section 6.03 Mutilated, Destroyed, Lost or Stolen Certificates. If
(a) any mutilated Certificate is surrendered to the Certificate Registrar or the
Certificate Registrar receives evidence to its satisfaction of the destruction,
loss or theft of any Certificate, and (b) there is delivered to the Trustee, the
Depositor and the Certificate Registrar such security or indemnity reasonably
satisfactory to each, to save each of them harmless, then, in the absence of
actual notice to the Trustee or the Certificate Registrar that such Certificate
has been acquired by a bona fide purchaser, the Trustee shall countersign and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of like tenor, Class and Percentage
Interest but bearing a number not contemporaneously outstanding. Upon the
issuance of any new Certificate under this Section, the Trustee may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Trustee and the Certificate Registrar) connected therewith.
Any duplicate Certificate issued pursuant to this Section shall constitute
complete and indefeasible evidence of ownership in the Trust, as if originally
issued, whether or not the lost, stolen or destroyed Certificate shall be found
at any time.
Section 6.04 Persons Deemed Owners. Prior to due presentation of a
Certificate for registration of transfer, the Depositor, the Servicer, the
Trustee, the Certificate Registrar and any agent of the Depositor, the Servicer,
the Trustee or the Certificate Registrar may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions pursuant to Section 5.01 and for all other purposes
whatsoever, and none of the Depositor, the Servicer, the Trustee, the
Certificate Registrar or any agent of the Servicer, the Trustee or the
Certificate Registrar shall be affected by notice to the contrary.
ARTICLE VII
THE DEPOSITOR AND THE SERVICER
Section 7.01 Respective Liabilities of the Depositor and the
Servicer. The Depositor and the Servicer shall each be liable in accordance
herewith only to the extent of the obligations specifically and respectively
imposed upon and undertaken by the Depositor and the Servicer herein. By way of
illustration and not limitation, the Depositor is not liable for the servicing
and administration of the Mortgage Loans, nor is it obligated by Section 8.01 to
assume any obligations of the Servicer or to appoint a designee to assume such
obligations, nor is it liable for any other obligation hereunder that it may,
but is not obligated to, assume unless it elects to assume such obligation in
accordance herewith.
Section 7.02 Merger or Consolidation of the Depositor or the
Servicer. The Depositor and the Servicer will each keep in full effect its
existence, rights and franchises as a separate entity under the laws governing
its organization, and will each obtain and preserve its qualification to do
business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.
Any Person into which the Depositor or the Servicer may be merged or
consolidated, or any corporation resulting from any merger or consolidation to
which the Depositor or the Servicer shall be a party, or any Person succeeding
to the business of the Depositor or the Servicer, shall be the successor of the
Depositor or the Servicer, as the case may be, hereunder, without the execution
or filing of any paper or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding; provided, however, that
the successor or surviving Person to the Servicer shall be qualified to service
mortgage loans on behalf of FNMA or FHLMC.
Section 7.03 Limitation on Liability of the Depositor, the Servicer
and Others. None of the Depositor, the Servicer or any of the directors,
officers, employees or agents of the Depositor or of the Servicer shall be under
any liability to the Trust Estate or the Certificateholders for any action taken
or for refraining from the taking of any action in good faith pursuant to this
Agreement, or for errors in judgment; provided, however, that this provision
shall not protect the Depositor, the Servicer or any such Person against any
breach of warranties or representations made herein or any liability which would
otherwise be imposed by reason of willful misfeasance, bad faith or gross
negligence in the performance of duties or by reason of reckless disregard of
obligations and duties hereunder. The Depositor, the Servicer and any director,
officer, employee or agent of the Depositor or the Servicer may rely in good
faith on any document of any kind prima facie properly executed and submitted by
any Person respecting any matters arising hereunder. The Depositor, the Servicer
and any director, officer, employee or agent of the Depositor or the Servicer
shall be indemnified by the Trust Estate and held harmless against any loss,
liability or expense incurred in connection with any legal action relating to
this Agreement or the Certificates, other than any loss, liability or expense
related to any specific Mortgage Loan or Mortgage Loans (except as any such
loss, liability or expense shall be otherwise reimbursable pursuant to this
Agreement) and any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or gross negligence in the performance of duties
hereunder or by reason of reckless disregard of obligations and duties
hereunder. Neither of the Depositor nor the Servicer shall be under any
obligation to appear in, prosecute or defend any legal action which is not
incidental to its respective duties under this Agreement and which in its
opinion may involve it in any expense or liability; provided, however, that the
Depositor or the Servicer may in its discretion undertake any such action which
it may deem necessary or desirable in respect to this Agreement and the rights
and duties of the parties hereto and the interests of the Certificateholders
hereunder. In such event, the legal expenses and costs of such action and any
liability resulting therefrom shall be expenses, costs and liabilities of the
Trust Estate, and the Depositor and the Servicer shall be entitled to be
reimbursed therefor out of amounts attributable to the Mortgage Loans on deposit
in the Servicer Custodial Account as provided by Section 3.11.
Section 7.04 Depositor and Servicer Not to Resign. Subject to the
provisions of Section 7.02, neither the Depositor nor the Servicer shall resign
from its respective obligations and duties hereby imposed on it except upon
determination that its duties hereunder are no longer permissible under
applicable law. Any such determination permitting the resignation of the
Depositor or the Servicer shall be evidenced by an Opinion of Counsel to such
effect delivered to the Trustee. No such resignation by the Servicer shall
become effective until the Trustee or a successor Servicer shall have assumed
the Servicer's responsibilities and obligations in accordance with Section 8.05
hereof.
ARTICLE VIII
DEFAULT
Section 8.01 Events of Default. If any one of the following events
("Events of Default") shall occur and be continuing:
(a) any failure by the Servicer to deposit amounts in the Servicer
Custodial Account in the amount and manner provided herein so as to enable the
Trustee to distribute to Holders of Certificates any payment required to be made
under the terms of such Certificates and this Agreement (other than the payments
required to be made under Section 3.20) which continues unremedied for a period
of five days; or
(b) failure on the part of the Servicer duly to observe or perform
in any material respect any other covenants or agreements of the Servicer set
forth in the Certificates or in this Agreement, which covenants and agreements
continue unremedied for a period of 30 days after the date on which written
notice of such failure, requiring the same to be remedied, shall have been given
to the Servicer by the Trustee or the Depositor, or to the Servicer, the
Depositor and the Trustee by the Holders of Certificates evidencing Voting
Rights aggregating not less than 25% of all Certificates affected thereby; or
(c) the entry of a decree or order by a court or agency or
supervisory authority having jurisdiction in the premises for the appointment of
a conservator, receiver or liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings against the
Servicer, or for the winding up or liquidation of the Servicer's affairs, and
the continuance of any such decree or order unstayed and in effect for a period
of 60 consecutive days; or
(d) the consent by the Servicer to the appointment of a conservator
or receiver or liquidator in any insolvency, readjustment of debt, marshalling
of assets and liabilities or similar proceedings of or relating to the Servicer
or of or relating to substantially all of its property; or the Servicer shall
admit in writing its inability to pay its debts generally as they become due,
file a petition to take advantage of any applicable insolvency or reorganization
statute, make an assignment for the benefit of its creditors, or voluntarily
suspend payment of its obligations; or
(e) the failure of the Servicer to remit any Periodic Advance
required to be remitted by the Servicer pursuant to Section 3.20 which failure
continues unremedied at 3:00 p.m. on the related Distribution Date;
then, and in each and every such case, so long as an Event of Default shall not
have been remedied by the Servicer, either the Trustee or the Depositor may, and
at the direction of the Holders of Certificates evidencing Voting Rights
aggregating not less than 51% of all Certificates affected thereby shall, by
notice then given in writing to the Servicer (and to the Trustee, if given by
the Depositor, and to the Depositor, if given by the Trustee), terminate all of
the rights and obligations of the Servicer under this Agreement. If an Event of
Default described in clause (e) hereof shall occur, the Trustee shall, by notice
to the Servicer, terminate all of the rights and obligations of the Servicer
under this Agreement and in and to the Mortgage Loans and proceeds thereof and
the Trustee or a successor Servicer appointed pursuant to Section 8.05 shall
make the Advance which the Servicer failed to make. On or after the receipt by
the Servicer of such written notice, all authority and power of the Servicer
under this Agreement, whether with respect to the Certificates or the Mortgage
Loans or otherwise, shall pass to and be vested in the Trustee pursuant to and
under this Section 8.01, unless and until such time as the Trustee shall appoint
a successor Servicer pursuant to Section 8.05, and, without limitation, the
Trustee is hereby authorized and empowered to execute and deliver, on behalf of
the Servicer, as attorney-in-fact or otherwise, any and all documents and other
instruments, and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement of the Mortgage Loans and related
documents, or otherwise, including, without limitation, the recordation of the
assignments of the Mortgage Loans to it. The Servicer agrees to cooperate with
the Trustee in effecting the termination of the responsibilities and rights of
the Servicer hereunder, including, without limitation, the transfer to the
Trustee for the administration by it of all cash amounts that have been
deposited by the Servicer in the Servicer Custodial Account or thereafter
received by the Servicer with respect to the Mortgage Loans. Upon obtaining
notice or knowledge of the occurrence of any Event of Default, the Person
obtaining such notice or knowledge shall give prompt written notice thereof to
Certificateholders at their respective addresses appearing in the Certificate
Register and to each Rating Agency. All costs and expenses (including attorneys'
fees) incurred in connection with transferring the Mortgage Files to the
successor Servicer and amending this Agreement to reflect such succession as
Servicer pursuant to this Section 8.01 shall be paid by the predecessor
Servicer. Notwithstanding the termination of the Servicer pursuant hereto, the
Servicer shall remain liable for any causes of action arising out of any Event
of Default occurring prior to such termination.
Section 8.02 Remedies of Trustee. During the continuance of any
Event of Default, so long as such Event of Default shall not have been remedied,
the Trustee, in addition to the rights specified in Section 8.01, shall have the
right, in its own name as trustee of an express trust, to take all actions now
or hereafter existing at law, in equity or by statute to enforce its rights and
remedies and to protect the interests, and enforce the rights and remedies, of
the Certificateholders (including the institution and prosecution of all
judicial, administrative and other proceedings and the filing of proofs of claim
and debt in connection therewith). Except as otherwise expressly provided in
this Agreement, no remedy provided for by this Agreement shall be exclusive of
any other remedy, and each and every remedy shall be cumulative and in addition
to any other remedy and no delay or omission to exercise any right or remedy
shall impair any such right or remedy or shall be deemed to be a waiver of any
Event of Default.
Section 8.03 Directions by Certificateholders and Duties of Trustee
During Event of Default. During the continuance of any Event of Default, Holders
of Certificates evidencing Voting Rights aggregating not less than 25% of each
Class of Certificates affected thereby may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee under this Agreement; provided,
however, that the Trustee shall be under no obligation to pursue any such
remedy, or to exercise any of the trusts or powers vested in it by this
Agreement (including, without limitation, (a) the conducting or defending of any
administrative action or litigation hereunder or in relation hereto, and (b) the
terminating of the Servicer or any successor Servicer from its rights and duties
as servicer hereunder) at the request, order or direction of any of the
Certificateholders, unless such Certificateholders shall have offered to the
Trustee reasonable security or indemnity against the costs, expenses and
liabilities which may be incurred therein or thereby and, provided further,
that, subject to the provisions of Section 9.01, the Trustee shall have the
right to decline to follow any such direction if the Trustee, based upon an
Opinion of Counsel, determines that the action or proceeding so directed may not
lawfully be taken or if the Trustee in good faith determines that the action or
proceeding so directed would involve it in personal liability or be unjustly
prejudicial to the non-assenting Certificateholders.
Section 8.04 Action upon Certain Failures of the Servicer and upon
Event of Default. In the event that the Trustee shall have actual knowledge of
any failure of the Servicer specified in Section 8.01(a) or (b) which would
become an Event of Default upon the Servicer's failure to remedy the same after
notice, the Trustee shall give notice thereof to the Servicer. If the Trustee
shall have knowledge of an Event of Default, the Trustee shall give prompt
written notice thereof to the Certificateholders.
Section 8.05 Trustee to Act; Appointment of Successor. (a) On and
After the time the Servicer receives a notice of termination pursuant to Section
8.01, the Trustee shall be the successor in all respects to the Servicer in its
capacity as servicer under this Agreement and the transactions set forth or
provided for herein and shall be subject to all the responsibilities, duties and
liabilities relating thereto placed on the Servicer by the terms and provisions
hereof or shall appoint a successor pursuant to Section 3.07. Notwithstanding
anything provided herein to the contrary, under no circumstances shall any
provision of this Agreement be construed to require the Trustee, acting in its
capacity as successor to the Servicer in its obligation to make Advances, to
advance, expend or risk its own funds or otherwise incur any financial liability
in the performance of its duties hereunder if it shall have reasonable grounds
for believing that such funds are non-recoverable. Subject to Section 8.05(b),
as compensation therefor, the Trustee shall be entitled to such compensation as
the terminated Servicer would have been entitled to hereunder if no such notice
of termination had been given. Notwithstanding the above, the Trustee may, if it
shall be unwilling so to act, or shall, if it is legally unable so to act,
appoint, or petition a court of competent jurisdiction to appoint, any
established housing and home finance institution having a net worth of not less
than $10,000,000 as the successor to the terminated Servicer hereunder in the
assumption of all or any part of the responsibilities, duties or liabilities of
the Servicer hereunder; provided, however, that any such institution appointed
as successor Servicer shall not, as evidenced in writing by each Rating Agency,
adversely affect the then current rating of any Class of Certificates
immediately prior to the termination of the terminated Servicer. The appointment
of a successor Servicer shall not affect any liability of the predecessor
Servicer which may have arisen under this Agreement prior to its termination as
Servicer, nor shall any successor Servicer be liable for any acts or omissions
of the predecessor Servicer or for any breach by the Servicer of any of its
representations or warranties contained herein or in any related document or
agreement. Pending appointment of a successor to the terminated Servicer
hereunder, unless the Trustee is prohibited by law from so acting, the Trustee
shall act in such capacity as provided above. The Trustee and such successor
shall take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession.
(b) In connection with the appointment of a successor Servicer or
the assumption of the duties of the Servicer, as specified in Section 8.05(a),
the Trustee may make such arrangements for the compensation of such successor
out of payments on Mortgage Loans serviced by the predecessor Servicer as it and
such successor agree; provided, however, that any Person assuming the duties of
the Servicer shall pay to such predecessor an amount equal to the market value
of the portion of the Servicing Fee that will accrue in the future due to the
Servicing Fee Rate exceeding 0.25% per annum with respect to any Mortgage Loan.
The "market value" of such portion of the Servicing Fee shall be determined by
Bank of America, N.A., on the basis of at least two quotations from third
parties actively engaged in the servicing of single-family mortgage loans. If
the successor Servicer does not agree that such market value is a fair price,
such successor shall obtain two quotations of market value from third parties
actively engaged in the servicing of single-family mortgage loans. The market
value of the excess portion of the Servicing Fee will then be equal to the
average of (i) the lowest figure obtained by Bank of America, N.A., and (ii) the
highest figure obtained by the successor Servicer. Payment of the amount
calculated above shall be made to Bank of America, N.A., by the successor
Servicer no later than the last Business Day of the month in which such
successor Servicer becomes entitled to receive the Servicing Fee under this
Agreement. In no event will any portion of the Trust Estate be used to pay
amounts due to Bank of America, N.A. under this Section 8.05(b).
(c) Any successor, including the Trustee, to the Servicer as
servicer shall during the term of its service as servicer maintain in force (i)
a policy or policies of insurance covering errors and omissions in the
performance of its obligations as servicer hereunder and (ii) a fidelity bond in
respect of its officers, employees and agents to the same extent as the Servicer
is so required pursuant to Section 3.03.
Section 8.06 Notification to Certificateholders. Upon any
termination or appointment of a successor to the Servicer pursuant to this
Article VIII, the Trustee shall give prompt written notice thereof to
Certificateholders at their respective addresses appearing in the Certificate
Register and to each Rating Agency.
ARTICLE IX
THE TRUSTEE
Section 9.01 Duties of Trustee. (a) The Trustee, prior to the
occurrence of an Event of Default and after the curing or waiver of all Events
of Default which may have occurred, undertakes to perform such duties and only
such duties as are specifically set forth in this Agreement. In case an Event of
Default has occurred of which a Responsible Officer of the Trustee shall have
actual knowledge (which has not been cured or waived), the Trustee shall
exercise such of the rights and powers vested in it by this Agreement, and use
the same degree of care and skill in their exercise as a reasonably prudent
investor would exercise or use under the circumstances in the conduct of such
investor's own affairs.
The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement.
(b) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own grossly negligent action, its own grossly
negligent failure to act or its own willful misfeasance; provided, however,
that:
(i) Prior to the occurrence of an Event of Default, and after the
curing or waiver of all such Events of Default which may have occurred,
the duties and obligations of the Trustee shall be determined solely by
the express provisions of this Agreement, the Trustee shall not be liable
except for the performance of such duties and obligations as are
specifically set forth in this Agreement, no implied covenants or
obligations shall be read into this Agreement against the Trustee and, in
the absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon any certificates or opinions
furnished to the Trustee by the Depositor or the Servicer and which on
their face, do not contradict the requirements of this Agreement;
(ii) The Trustee (in its individual capacity) shall not be
personally liable for an error of judgment made in good faith by a
Responsible Officer or Responsible Officers of the Trustee, unless it
shall be proved that the Trustee was grossly negligent in ascertaining the
pertinent facts;
(iii) The Trustee (in its individual capacity) shall not be
personally liable with respect to any action taken, suffered or omitted to
be taken by it in good faith in accordance with the direction of
Certificateholders as provided in Section 8.03;
(iv) The Trustee shall not be charged with knowledge of any default
(other than a default in payment to the Trustee) specified in clauses (a)
and (b) of Section 8.01 or an Event of Default under clauses (c), (d) and
(e) of Section 8.01 unless a Responsible Officer of the Trustee assigned
to and working in the Corporate Trust Office obtains actual knowledge of
such failure or event or any officer of the Trustee receives written
notice of such failure or event at its Corporate Trust Office from the
Servicer, the Depositor or any Certificateholder; and
(v) Except to the extent provided in Section 8.05, no provision in
this Agreement shall require the Trustee to expend or risk its own funds
(including, without limitation, the making of any Advance as successor
Servicer) or otherwise incur any personal financial liability in the
performance of any of its duties as Trustee hereunder, or in the exercise
of any of its rights or powers, if the Trustee shall have reasonable
grounds for believing that repayment of funds or adequate indemnity
against such risk or liability is not reasonably assured to it.
Section 9.02 Certain Matters Affecting the Trustee. Except as
otherwise provided in Section 9.01:
(i) The Trustee may request and rely upon and shall be protected in
acting or refraining from acting upon any resolution, Officer's
Certificate, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, appraisal,
bond or other paper or document believed by it to be genuine and to have
been signed or presented by the proper party or parties;
(ii) The Trustee may consult with counsel and any Opinion of Counsel
shall be full and complete authorization and protection in respect of any
action taken or suffered or omitted by it hereunder in good faith and in
accordance with such Opinion of Counsel;
(iii) The Trustee shall be under no obligation to exercise any of
the trusts or powers vested in it by this Agreement or to institute,
conduct or defend any litigation hereunder or in relation hereto at the
request, order or direction of any of the Certificateholders, pursuant to
the provisions of this Agreement, unless such Certificateholders shall
have offered to the Trustee reasonable security or indemnity against the
costs, expenses and liabilities which may be incurred therein or thereby;
nothing contained herein shall, however, relieve the Trustee of the
obligation, upon the occurrence of an Event of Default (which has not been
cured or waived), to exercise such of the rights and powers vested in it
by this Agreement, and to use the same degree of care and skill in their
exercise as a prudent investor would exercise or use under the
circumstances in the conduct of such investor's own affairs;
(iv) The Trustee shall not be personally liable for any action
taken, suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon it
by this Agreement;
(v) Prior to the occurrence of an Event of Default hereunder and
after the curing or waiving of all Events of Default which may have
occurred, the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval,
bond or other paper or document, unless requested in writing so to do by
Holders or Certificate or any Class evidencing, as to such Class,
Percentage Interests, aggregating not less than 50%; provided, however,
that if the payment within a reasonable time to the Trustee of the costs,
expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to
the Trustee by the security afforded to it by the terms of this Agreement,
the Trustee may require reasonable indemnity against such expense or
liability or payment of such estimated expenses as a condition to so
proceeding; and
(vi) The Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through agents or
attorneys.
Section 9.03 Trustee Not Liable for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates (other than the execution
of, and the counter-signature on the Certificates) shall be taken as the
statements of the Depositor or Servicer, as applicable, and the Trustee assumes
no responsibility for their correctness. The Trustee makes no representations as
to the validity or sufficiency of this Agreement or of the Certificates or any
Mortgage Loans save that the Trustee represents that, assuming due execution and
delivery by the other parties hereto, this Agreement has been duly authorized,
executed and delivered by it and constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms, subject, as to
enforcement of remedies, to applicable insolvency, receivership, moratorium and
other laws affecting the rights of creditors generally, and to general
principles of equity and the discretion of the court (regardless of whether
enforcement of such remedies is considered in a proceeding in equity or at law).
The Trustee shall not be accountable for the use or application by the Depositor
of funds paid to the Depositor in consideration of the assignment of the
Mortgage Loans hereunder by the Depositor, or for the use or application of any
funds paid to Subservicers or the Servicer in respect of the Mortgage Loans or
deposited into the Servicer Custodial Account, or any other account hereunder
(other than the Certificate Accounts) by the Servicer.
The Trustee shall at no time have any responsibility or liability
for or with respect to the legality, validity and enforceability of any Mortgage
or any Mortgage Loan, or the perfection and priority of any Mortgage or the
maintenance of any such perfection and priority or for or with respect to the
sufficiency of the Trust or its ability to generate the payments to be
distributed to Certificateholders under this Agreement, including, without
limitation: the existence, condition and ownership of any Mortgaged Property;
the existence and enforceability of any hazard insurance thereon (other than if
the Trustee shall assume the duties of the Servicer pursuant to Section 8.05 and
thereupon only for the acts or omissions of the successor Servicer); the
validity of the assignment of any Mortgage Loan to the Trustee or of any
intervening assignment; the completeness of any Mortgage Loan; the performance
or enforcement of any Mortgage Loan (other than if the Trustee shall assume the
duties of the Servicer pursuant to Section 8.05 and thereupon only for the acts
or omissions of the Trustee as successor Servicer); the compliance by the
Depositor or the Servicer with any warranty or representation made under this
Agreement or in any related document or the accuracy of any such warranty or
representation; any investment of monies by or at the direction of the Servicer
or any loss resulting therefrom, it being understood that the Trustee shall
remain responsible for any Trust property that it may hold in its individual
capacity; the acts or omissions of any of the Depositor, the Servicer (other
than if the Trustee shall assume the duties of the Servicer pursuant to Section
8.05 and thereupon only for the acts or omissions of the Trustee as successor
Servicer), any Subservicer or any Mortgagor; any action of the Servicer (other
than if the Trustee shall assume the duties of the Servicer pursuant to Section
8.05 and thereupon only for the acts or omissions of the Trustee as successor
Servicer) or any Subservicer taken in the name of the Trustee; the failure of
the Servicer or any Subservicer to act or perform any duties required of it as
agent of the Trustee hereunder; or any action by the Trustee taken at the
instruction of the Servicer (other than if the Trustee shall assume the duties
of the Servicer pursuant to Section 8.05 and thereupon only for the acts or
omissions of the Trustee as successor Servicer); provided, however, that the
foregoing shall not relieve the Trustee of its obligation to perform its duties
under this Agreement, including, without limitation, the Trustee's review of the
Mortgage Files pursuant to Section 2.02. The Trustee shall file any financing or
continuation statement in any public office at any time required to maintain the
perfection of any security interest or lien granted to it hereunder.
Section 9.04 Trustee May Own Certificates. The Trustee in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Trustee and may otherwise deal
with the Servicer, any Subservicer or any of their respective affiliates with
the same right it would have if it were not the Trustee.
Section 9.05 Eligibility Requirements for Trustee. The Trustee
hereunder shall at all times be (a) an institution the deposits of which are
fully insured by the FDIC and (b) a corporation or banking association organized
and doing business under the laws of the United States of America or of any
State, authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of not less than $50,000,000 and subject to
supervision or examination by Federal or State authority and (c) with respect to
every successor trustee hereunder either an institution (i) the long-term
unsecured debt obligations of which are rated at least "A" by 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 Accounts and
distributions to Certificateholders as provided in Section 3.08 and Section
5.02. Wherever reference is made in this Agreement to the withdrawal from either
Certificate Account by the Trustee, such reference shall be deemed to include
such a withdrawal on behalf of the Trustee by a Paying Agent. Initially, the
Paying Agent shall be The Bank of New York. Whenever reference is made in this
Agreement to a distribution by the Trustee or the furnishing of a statement to
Certificateholders by the Trustee, such reference shall be deemed to include
such a distribution or furnishing on behalf of the Trustee by a Paying Agent.
Each Paying Agent shall provide to the Trustee such information concerning the
applicable Certificate Account as the Trustee shall request from time to time.
Each Paying Agent must be reasonably acceptable to the Servicer and must be a
corporation or banking association organized and doing business under the laws
of the United States of America or of any state, having (except in the case of
the Trustee) a principal office and place of business in New York, New York,
having a combined capital and surplus of at least $15,000,000, authorized under
such laws to do a trust business and subject to supervision or examination by
federal or state authorities.
Any corporation into which any Paying Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which any Paying Agent shall be
a party, or any corporation succeeding to the corporate agency business of any
Paying Agent, shall continue to be the Paying Agent provided that such
corporation after the consummation of such merger, conversion, consolidation or
succession meets the eligibility requirements of this Section 9.13.
Any Paying Agent may at any time resign by giving written notice of
resignation to the Trustee and to the Servicer; provided that the Paying Agent
has returned to the applicable Certificate Account or otherwise accounted, to
the reasonable satisfaction of the Trustee, for all amounts it has withdrawn
from such Certificate Account. The Trustee may, upon prior written approval of
the Servicer, at any time terminate the agency of any Paying Agent by giving
written notice of termination to such Paying Agent and to the Servicer. Upon
receiving a notice of resignation or upon such a termination, or in case at any
time any Paying Agent shall cease to be eligible in accordance with the
provisions of the first paragraph of this Section 9.13, the Trustee may appoint,
upon prior written approval of the Servicer, a successor Paying Agent, shall
give written notice of such appointment to the Servicer and shall mail notice of
such appointment to all Certificateholders. Any successor Paying Agent upon
acceptance of its appointment hereunder shall become vested with all rights,
powers, duties and responsibilities of its predecessor hereunder, with like
effect as if originally named as Paying Agent. The Trustee shall remain liable
for any duties and obligations assumed by its appointed Paying Agent.
Section 9.14 Limitation of Liability. The Certificates are executed
by the Trustee, not in its individual capacity but solely as Trustee of the
Trust, in the exercise of the powers and authority conferred and vested in it by
this Agreement. Each of the undertakings and agreements made on the part of the
Trustee in the Certificates is made and intended not as a personal undertaking
or agreement by the Trustee but is made and intended for the purpose of binding
only the Trust.
Section 9.15 Trustee May Enforce Claims Without Possession of
Certificates. All rights of action and claims under this Agreement or the
Certificates may be prosecuted and enforced by the Trustee without the
possession of any of the Certificates or the production thereof in any
proceeding relating thereto, and such preceding instituted by the Trustee shall
be brought in its own name or in its capacity as Trustee. Any recovery of
judgment shall, after provision for the payment of the reasonable compensation,
expenses, disbursement and advances of the Trustee, its agents and counsel, be
for the ratable benefit of the Certificateholders in respect of which such
judgment has been recovered.
Section 9.16 Suits for Enforcement. In case an Event of Default or
other default by the Servicer or the Depositor hereunder shall occur and be
continuing, the Trustee, in its discretion, may proceed to protect and enforce
its rights and the rights of the Holders of Certificates under this Agreement by
a suit, action or proceeding in equity or at law or otherwise, whether for the
specific performance of any covenant or agreement contained in this Agreement or
in aid of the execution of any power granted in this Agreement or for the
enforcement of any other legal, equitable or other remedy, as the Trustee, being
advised by counsel, shall deem most effectual to protect and enforce any of the
rights of the Trustee and the Certificateholders.
Section 9.17 Waiver of Bond Requirement. The Trustee shall be
relieved of, and each Certificateholder hereby waives, any requirement of any
jurisdiction in which the Trust, or any part thereof, may be located that the
Trustee post a bond or other surety with any court, agency or body whatsoever.
Section 9.18 Waiver of Inventory, Accounting and Appraisal
Requirement. The Trustee shall be relieved of, and each Certificateholder hereby
waives, any requirement of any jurisdiction in which the Trust, or any part
thereof, may be located that the Trustee file any inventory, accounting or
appraisal of the Trust with any court, agency or body at any time or in any
manner whatsoever.
ARTICLE X
TERMINATION
Section 10.01 Termination upon Purchase by the Depositor or
Liquidation of All Mortgage Loans. With respect to each Group of Certificates,
subject to Section 10.02, the respective obligations and responsibilities of the
Depositor, the Servicer and the Trustee created hereby (other than the
obligation of the Trustee to make certain payments to Certificateholders after
the Final Distribution Date for such Group 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) with respect to such Group) shall terminate with respect to
such Group and the Related Loan Group upon the last action required to be taken
by the Trustee on the Final Distribution Date for such Group pursuant to this
Article X following the earlier of (a) the purchase by the Depositor of all
Mortgage Loans in such Loan Group and all REO Property relating to such Loan
Group at a price equal to the sum of (i) 100% of the Stated Principal Balance of
each Mortgage Loan in such Loan Group (other than any Mortgage Loan as to which
REO Property has been acquired and whose fair market value is included pursuant
to clause (ii) below) and (ii) the fair market value of such REO Property
relating to such Loan Group (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 Holders of Certificates of the Related
Group pursuant to the fourth paragraph of this Article X), plus any Class Unpaid
Interest Shortfall for any Class of Certificates of such Group as well as one
month's interest at the related Mortgage Rate on the Stated Principal Balance of
each Mortgage Loan in such Loan Group (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 in such Loan
Group the Trust Estate or the disposition of all REO Property relating to such
Loan Group.
Regardless of the foregoing, in no event shall the Trust created
hereby continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late ambassador of the
United States to the Court of St. James, living on the date hereof.
The right of the Depositor to repurchase all of the Mortgage Loans
in a Loan Group is conditioned upon the Pool Stated Principal Balance of the
Mortgage Loans in such Loan Group as of such Final Distribution Date for the
related Group being less than 10% of the Cut-off Date Pool Principal Balance for
such Loan Group. 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
for the Related Group (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 relating to a Loan Group) 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 for the related Group
upon which final payment of the Certificates will be made upon presentation and
surrender of Certificates at the office or agency of the Trustee therein
designated, (2) the amount of any such final payment and (3) that the Record
Date otherwise applicable to such Distribution Date is not applicable, payments
being made only upon presentation and surrender of the Certificates at the
office or agency of the Trustee therein specified. If the Depositor is obligated
to give notice to Certificateholders as aforesaid, it shall give such notice to
the Trustee and the Certificate Registrar at the time such notice is given to
Certificateholders. In the event such notice is given by the Depositor, the
Depositor shall deposit in the applicable Certificate Account on or before the
Final Distribution Date for the Related Group in immediately available funds an
amount equal to the amount necessary to make the amount, if any, on deposit in
such Certificate Account on the Final Distribution Date for the Related Group
equal to the purchase price for the related assets of the Loan Group 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 of the Group,
in the order set forth in Section 5.02 hereof, on the Final Distribution Date
for such Group and in proportion to their respective Percentage Interests, with
respect to Certificateholders of the same Class, an amount equal to (I) as to
each Class of Certificates, the Class Certificate Balance thereof plus (a)
accrued interest thereon in the case of an interest bearing Certificate and (b)
the applicable Class A-PO Deferred Amount with respect to the Class A-PO
Certificates of such Group, and (II) as to the Class 1-A-R or Class 2-A-R
Certificate, the amounts, if any, which remain on deposit in the related
Certificate Account (other than the amounts retained to meet claims) after
application pursuant to clause (I) above. If all of the Holders of the
Certificates of such Group do not surrender their Certificates for final payment
and cancellation on or before the Final Distribution Date for such Group, the
Trustee shall on such date cause all funds in the Certificate Account related to
such Loan Group not distributed in final distribution to Certificateholders of
such Group to continue to be held by the Trustee in an Eligible Account for the
benefit of such Certificateholders and the Depositor (if it exercised its right
to purchase the assets of the Loan Group) or the Trustee (in any other case)
shall give a second written notice to the remaining Certificateholders to
surrender their Certificates for cancellation and receive the final distribution
with respect thereto. If within one year after the second notice all the
applicable Certificates shall not have been surrendered for cancellation, the
Trustee may take appropriate steps, or may appoint an agent to take appropriate
steps, to contact the remaining Certificateholders concerning surrender of their
Certificates, and the cost thereof shall be paid out of the funds on deposit in
such Eligible Account.
Section 10.02 Additional Termination Requirements. (a) If the
Depositor exercises its purchase option as provided in Section 10.01 for a Loan
Group, such Loan Group 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
REMIC 1 or REMIC 2 to fail to qualify as a REMIC at any time that any
Certificates of the related Group 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 relating to such Loan Group 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 related 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 related REMIC.
(b) By their acceptance of the Residual Certificates, the Holders
thereof hereby agrees to take such other action in connection with such plan of
complete liquidation of the related REMIC 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
each REMIC as a separate REMIC at all times that any Certificates of the Related
Group are outstanding or to avoid or minimize the risk of the imposition of any
tax on either REMIC pursuant to the Code that would be a claim against the Trust
Estate, provided that (a) the Trustee has received an Opinion of Counsel to the
effect that such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such
action shall not, as evidenced by such Opinion of Counsel, adversely affect in
any material respect the interests of any Certificateholder, (iv) to change the
timing and/or nature of deposits into either Certificate Account provided that
(a) such change shall not, as evidenced by an Opinion of Counsel, adversely
affect in any material respect the interests of any Certificateholder and (b)
such change shall not adversely affect the then-current rating of the Senior
Certificates, the Class 1-B-1 Certificates, the Class 1-B-2 Certificates, the
Class 1-B-3 Certificates, the Class 1-B-4 Certificates, the Class 1-B-5
Certificates, the Class 2-B-1 Certificates, the Class 2-B-2 Certificates, the
Class 2-B-3 Certificates, the Class 2-B-4 Certificates or the Class 2-B-5
Certificates as evidenced by a letter from each Rating Agency rating such
Certificates to such effect, and (v) to reduce the percentage of the Pool Stated
Principal Balance of a Loan Group at which the Depositor will have the option to
purchase all the remaining Mortgage Loans in accordance with Section 10.01,
provided that such reduction is considered necessary by the Depositor, as
evidenced by an Officer's Certificate delivered to the Trustee, to preserve the
treatment of the transfer of the Mortgage Loans of such Loan Group to the
Depositor by the Seller or to the Trust by the Depositor as sale for accounting
purposes, and (vi) to make any other provisions with respect to matters or
questions arising under this Agreement which shall not be materially
inconsistent with the provisions of this Agreement, provided that such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder, provided that the
amendment shall not be deemed to adversely affect in any material respect the
interests of the Certificateholders and no Opinion of Counsel to that effect
shall be required if the Person requesting the amendment obtains a letter from
each Rating Agency stating that the amendment would not result in the
downgrading or withdrawal of the respective ratings then assigned to the
Certificates.
This Agreement may also be amended from time to time by the
Depositor, the Servicer and the Trustee, with the consent of the Holders of
Certificates of each Class of Certificates which is affected by such amendment,
evidencing, as to each such Class of Certificates, Percentage Interests
aggregating not less than 66-2/3%, for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of this Agreement
or of modifying in any manner the rights of the Holders of such Certificates;
provided, however, that no such amendment shall (A) reduce in any manner the
amount of, or delay the timing of, collections of payments on Mortgage Loans or
distributions which are required to be made on any Certificate without the
consent of the Holder of such Certificate or (B) reduce the aforesaid percentage
required to consent to any such amendment, without the consent of the Holders of
all Certificates then Outstanding.
Prior to the solicitation of consent of Certificateholders in
connection with any such amendment, the party seeking such amendment shall
furnish the Trustee with an Opinion of Counsel stating whether such amendment
would adversely affect the qualification of either REMIC 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 either REMIC 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., 101 South Tryon Street, Charlotte, North
Carolina 28255, Attention: General Counsel and Chief Financial Officer, (b) in
the case of the Servicer, Bank of America, N.A., 2810 North Parham Road,
Richmond, Virginia 23294, Attention: Servicing Manager, and Bank of America,
N.A., 101 East Main Street, Suite 400, Louisville, Kentucky 40206-5318,
Attention: Servicing Manager, with a copy to: Bank of America, N.A. 101 South
Tryon Street, Charlotte, North Carolina, 28255, Attention: General Counsel and
Chief Financial Officer, (c) in the case of the Trustee, 101 Barclay Street 12
East, New York, New York 10286, Attention: Corporate Trust - MBS Group (Fax:
(212) 815-5309) (d) in the case of S&P, Standard & Poor's, a division of The
McGraw-Hill Companies, Inc., 55 Water Street, New York, New York 10041, Attn:
Residential Mortgage Surveillance Group, and (e) in the case of Fitch, Fitch,
Inc., One State Street Plaza, New York, New York 10004, Attn: Residential
Mortgage Surveillance Group; or, as to each party, at such other address as
shall be designated by such party in a written notice to each other party. Any
notice required or permitted to be mailed to a Certificateholder shall be given
by first class mail, postage prepaid, at the address of such Holder as shown in
the Certificate Register. Any notice so mailed within the time prescribed in
this Agreement shall be conclusively presumed to have been duly given, whether
or not the Certificateholder receives such notice.
Section 11.06 Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the Holders thereof.
Section 11.07 Certificates Nonassessable and Fully Paid. It is the
intention of the Trustee that Certificateholders shall not be personally liable
for obligations of the Trust Estate, that the beneficial ownership interests
represented by the Certificates shall be nonassessable for any losses or
expenses of the Trust Estate or for any reason whatsoever, and that Certificates
upon execution, countersignature and delivery thereof by the Trustee pursuant to
Section 6.01 are and shall be deemed fully paid.
Section 11.08 Access to List of Certificateholders. The Certificate
Registrar will furnish or cause to be furnished to the Trustee, within 15 days
after the receipt of a request by the Trustee in writing, a list, in such form
as the Trustee may reasonably require, of the names and addresses of the
Certificateholders as of the most recent Record Date for payment of
distributions to Certificateholders.
If three or more Certificateholders apply in writing to the Trustee,
and such application states that the applicants desire to communicate with other
Certificateholders with respect to their rights under this Agreement or under
the Certificates and is accompanied by a copy of the communication which such
applicants propose to transmit, then the Trustee shall, within five Business
Days after the receipt of such application, afford such applicants access during
normal business hours to the most recent list of Certificateholders held by the
Trustee. If such a list is as of a date more than 90 days prior to the date of
receipt of such applicants' request, the Trustee shall promptly request from the
Certificate Registrar a current list as provided above, and shall afford such
applicants access to such list promptly upon receipt.
Every Certificateholder, by receiving and holding such list, agrees
with the Certificate Registrar and the Trustee that neither the Certificate
Registrar nor the Trustee shall be held accountable by reason of the disclosure
of any such information as to the names and addresses of the Certificateholders
hereunder, regardless of the source from which such information was derived.
Section 11.09 Recharacterization. The parties to this Agreement
intend the conveyance by the Depositor to the Trustee of all of its right, title
and interest in and to the Mortgage Loans pursuant to this Agreement to
constitute a purchase and sale and not a loan. Notwithstanding the foregoing, to
the extent that such conveyance is held not to constitute a sale under
applicable law, it is intended that this Agreement shall constitute a security
agreement under applicable law and that the Depositor shall be deemed to have
granted to the Trustee a first priority security interest in all of the
Depositor's right, title and interest in and to the Mortgage Loans.
IN WITNESS WHEREOF, the Depositor, the Servicer and the Trustee have
caused this Agreement to be duly executed by their respective officers thereunto
duly authorized to be hereunto affixed, all as of the day and year first above
written.
BANK OF AMERICA MORTGAGE SECURITIES, INC.,
as Depositor
By:
------------------------------------
Name: Judy Ford
Title: Vice President
BANK OF AMERICA, N.A.,
as Servicer
By:
------------------------------------
Name: Robert J. DeBenedet
Title: Senior Vice President
THE BANK OF NEW YORK,
as Trustee
By:
------------------------------------
Name:
Title:
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 24th day of May, 2001, before me, a notary public in and for
the State of New York, personally appeared ________________, known to me who,
being by me duly sworn, did depose and say that s/he is a ________________ of
The Bank of New York, a New York banking corporation, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of such corporation.
---------------------------------------
Notary Public
[Notarial Seal]
My commission expires ____________.
STATE OF NORTH CAROLINA )
) ss.:
COUNTY OF MECKLENBURG )
On the 24th day of May, 2001, before me, a notary public in and for
the State of North Carolina, personally appeared Judy Ford, known to me who,
being by me duly sworn, did depose and say that she is the Vice President of
Bank of America Mortgage Securities, Inc. a Delaware corporation, one of the
parties that executed the foregoing instrument; and that he/she signed his/her
name thereto by order of the Board of Directors of such corporation.
---------------------------------------
Notary Public
[Notarial Seal]
My commission expires ____________.
STATE OF NORTH CAROLINA )
) ss.:
COUNTY OF MECKLENBURG )
On the 24th day of May, 2001, before me, a notary public in and for
the State of North Carolina, personally appeared Robert J. DeBenedet, known to
me who, being by me duly sworn, did depose and say that he is the Senior Vice
President of Bank of America, N.A., a national banking association, one of the
parties that executed the foregoing instrument; and that he signed her name
thereto by order of the Board of Directors of such corporation.
---------------------------------------
Notary Public
[Notarial Seal]
My commission expires ____________.
EXHIBIT A-1-A-1
[FORM OF FACE OF CLASS 1-A-1 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 1-A-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 1-A-1
evidencing an interest in a Trust consisting primarily of two loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: May 1, 2001
First Distribution Date: June 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $119,690,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 ZW 5
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Bank of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated May 24, 2001 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, N.A., as servicer (the
"Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Pooling and Servicing Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-1-A-2
[FORM OF FACE OF CLASS 1-A-2 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 1-A-2
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 1-A-2
evidencing an interest in a Trust consisting primarily of two loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: May 1, 2001
First Distribution Date: June 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $40,000,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 ZX 3
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Bank of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated May 24, 2001 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, N.A., as servicer (the
"Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Pooling and Servicing Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-1-A-3
[FORM OF FACE OF CLASS 1-A-3 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 1-A-3
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
UNTIL THE APPLICABLE ACCRETION TERMINATION DATE, THE INTEREST THAT ACCRUES ON
THE CERTIFICATE BALANCE OF THIS CERTIFICATE WILL NOT BE PAYABLE. BECAUSE SUCH
UNPAID INTEREST IS ADDED TO THE CERTIFICATE BALANCE OF THIS CERTIFICATE AND
BECAUSE REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE
MONTHLY AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MORE OR LESS THAN
THE AMOUNT SET FORTH BELOW.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 1-A-3
evidencing an interest in a Trust consisting primarily of two loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: May 1, 2001
First Distribution Date: June 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $2,746,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 ZY 1
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Bank of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated May 24, 2001 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, N.A., as servicer (the
"Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Pooling and Servicing Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-1-A-4
[FORM OF FACE OF CLASS 1-A-4 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 1-A-4
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 1-A-4
evidencing an interest in a Trust consisting primarily of two loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: May 1, 2001
First Distribution Date: June 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $11,278,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 ZZ 8
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Bank of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated May 24, 2001 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, N.A., as servicer (the
"Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Pooling and Servicing Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-1-A-5
[FORM OF FACE OF CLASS 1-A-5 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 1-A-5
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 1-A-5
evidencing an interest in a Trust consisting primarily of two loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: May 1, 2001
First Distribution Date: June 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $30,000,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 A2 8
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Bank of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated May 24, 2001 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, N.A., as servicer (the
"Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Pooling and Servicing Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-1-A-6
[FORM OF FACE OF CLASS 1-A-6 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 1-A-6
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 1-A-6
evidencing an interest in a Trust consisting primarily of two loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: May 1, 2001
First Distribution Date: June 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $2,300,000.00
Pass-Through Rate: 7.250%
CUSIP No.: 060506 A3 6
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Bank of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated May 24, 2001 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, N.A., as servicer (the
"Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Pooling and Servicing Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-1-A-7
[FORM OF FACE OF CLASS 1-A-7 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 1-A-7
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 1-A-7
evidencing an interest in a Trust consisting primarily of two loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: May 1, 2001
First Distribution Date: June 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $2,300,000.00
Pass-Through Rate: 7.250%
CUSIP No.: 060506 A4 4
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Bank of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated May 24, 2001 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, N.A., as servicer (the
"Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Pooling and Servicing Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-1-A-8
[FORM OF FACE OF CLASS 1-A-8 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 1-A-8
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 1-A-8
evidencing an interest in a Trust consisting primarily of two loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: May 1, 2001
First Distribution Date: June 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $2,300,000.00
Pass-Through Rate: 7.250%
CUSIP No.: 060506 A5 1
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Bank of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated May 24, 2001 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, N.A., as servicer (the
"Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Pooling and Servicing Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-1-A-9
[FORM OF FACE OF CLASS 1-A-9 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 1-A-9
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 1-A-9
evidencing an interest in a Trust consisting primarily of two loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: May 1, 2001
First Distribution Date: June 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $2,300,000.00
Pass-Through Rate: 7.250%
CUSIP No.: 060506 A6 9
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Bank of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated May 24, 2001 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, N.A., as servicer (the
"Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Pooling and Servicing Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-1-A-10
[FORM OF FACE OF CLASS 1-A-10 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 1-A-10
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 1-A-10
evidencing an interest in a Trust consisting primarily of two loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: May 1, 2001
First Distribution Date: June 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $4,522,620.00
Pass-Through Rate: 7.250%
CUSIP No.: 060506 A7 7
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Bank of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated May 24, 2001 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, N.A., as servicer (the
"Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Pooling and Servicing Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-1-A-11
[FORM OF FACE OF CLASS 1-A-11 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 1-A-11
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE 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 2001-6
Class 1-A-11
evidencing an interest in a Trust consisting primarily of two loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: May 1, 2001
First Distribution Date: June 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,583,380.00
CUSIP No.: 060506 A8 5
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Bank of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated May 24, 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 1-A-11 Certificate represents the right to receive principal
only.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-1-A-12
[FORM OF FACE OF CLASS 1-A-12 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 1-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 2001-6
Class 1-A-12
evidencing an interest in a Trust consisting primarily of two loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: May 1, 2001
First Distribution Date: June 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,157,000.00
Pass-Through Rate: 7.000%
CUSIP No.: 060506 A9 3
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Bank of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated May 24, 2001 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, N.A., as servicer (the
"Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Pooling and Servicing Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-1-A-13
[FORM OF FACE OF CLASS 1-A-13 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 1-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 2001-6
Class 1-A-13
evidencing an interest in a Trust consisting primarily of two loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: May 1, 2001
First Distribution Date: June 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $9,000,000.00
Pass-Through Rate: 7.000%
CUSIP No.: 060506 B2 7
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Bank of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated May 24, 2001 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, N.A., as servicer (the
"Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Pooling and Servicing Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-1-A-14
[FORM OF FACE OF CLASS 1-A-14 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 1-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 2001-6
Class 1-A-14
evidencing an interest in a Trust consisting primarily of two loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: May 1, 2001
First Distribution Date: June 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $4,000,000.00
Pass-Through Rate: 7.000%
CUSIP No.: 060506 B3 5
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Bank of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated May 24, 2001 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, N.A., as servicer (the
"Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Pooling and Servicing Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-1-A-15
[FORM OF FACE OF CLASS 1-A-15 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 1-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 2001-6
Class 1-A-15
evidencing an interest in a Trust consisting primarily of two loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: May 1, 2001
First Distribution Date: June 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $4,171,928.00
Pass-Through Rate: 7.000%
CUSIP No.: 060506 B4 3
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Bank of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated May 24, 2001 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, N.A., as servicer (the
"Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Pooling and Servicing Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-1-A-16
[FORM OF FACE OF CLASS 1-A-16 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 1-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 2001-6
Class 1-A-16
evidencing an interest in a Trust consisting primarily of two loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: May 1, 2001
First Distribution Date: June 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $5,000,000.00
Pass-Through Rate: 7.000%
CUSIP No.: 060506 B5 0
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Bank of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated May 24, 2001 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, N.A., as servicer (the
"Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Pooling and Servicing Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-1-A-17
[FORM OF FACE OF CLASS 1-A-17 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 1-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 2001-6
Class 1-A-17
evidencing an interest in a Trust consisting primarily of two loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: May 1, 2001
First Distribution Date: June 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $8,843,000.00
Pass-Through Rate: 7.000%
CUSIP No.: 060506 B6 8
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 May 24, 2001 (the
"Pooling and Servicing Agreement"), among the Depositor, Bank of America, N.A.,
as servicer (the "Servicer"), and The Bank of New York, as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-1-A-18
[FORM OF FACE OF CLASS 1-A-18 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 1-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 2001-6
Class 1-A-18
evidencing an interest in a Trust consisting primarily of two loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: May 1, 2001
First Distribution Date: June 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $6,000,000.00
Pass-Through Rate: 7.000%
CUSIP No.: 060506 B7 6
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 May 24, 2001 (the
"Pooling and Servicing Agreement"), among the Depositor, Bank of America, N.A.,
as servicer (the "Servicer"), and The Bank of New York, as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-1-A-19
[FORM OF FACE OF CLASS 1-A-19 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 1-A-19
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 1-A-19
evidencing an interest in a Trust consisting primarily of two loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: May 1, 2001
First Distribution Date: June 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $5,000,000.00
Pass-Through Rate: 7.000%
CUSIP No.: 060506 B8 4
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Bank of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated May 24, 2001 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, N.A., as servicer (the
"Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Pooling and Servicing Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-1-A-20
[FORM OF FACE OF CLASS 1-A-20 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 1-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 2001-6
Class 1-A-20
evidencing an interest in a Trust consisting primarily of two loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: May 1, 2001
First Distribution Date: June 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $3,500,000.00
Pass-Through Rate: 7.000%
CUSIP No.: 060506 B9 2
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 May 24, 2001 (the
"Pooling and Servicing Agreement"), among the Depositor, Bank of America, N.A.,
as servicer (the "Servicer"), and The Bank of New York, as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-1-A-21
[FORM OF FACE OF CLASS 1-A-21 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 1-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 2001-6
Class 1-A-21
evidencing an interest in a Trust consisting primarily of two loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: May 1, 2001
First Distribution Date: June 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,000,000.00
Pass-Through Rate: 7.000%
CUSIP No.: 060506 C2 6
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 May 24, 2001 (the
"Pooling and Servicing Agreement"), among the Depositor, Bank of America, N.A.,
as servicer (the "Servicer"), and The Bank of New York, as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-1-A-22
[FORM OF FACE OF CLASS 1-A-22 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 1-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 2001-6
Class 1-A-22
evidencing an interest in a Trust consisting primarily of two loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: May 1, 2001
First Distribution Date: June 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $2,264,705.00
Pass-Through Rate: Floating
CUSIP No.: 060506 C3 4
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Bank of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated May 24, 2001 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, N.A., as servicer (the
"Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Pooling and Servicing Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
The Pass-Through Rate applicable with respect to the Distribution Date in
June 2001 will be 5.650% per annum, and on each subsequent Distribution Date
shall be determined as provided in the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-1-A-23
[FORM OF FACE OF CLASS 1-A-23 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 1-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 2001-6
Class 1-A-23
evidencing an interest in a Trust consisting primarily of two loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: May 1, 2001
First Distribution Date: June 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $372,058.00
Pass-Through Rate: Inverse Floating
CUSIP No.: 060506 C4 2
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Bank of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated May 24, 2001 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, N.A., as servicer (the
"Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Pooling and Servicing Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
The Pass-Through Rate applicable with respect to the Distribution Date in
June 2001 will be 14.000% per annum, and on each subsequent Distribution Date
shall be determined as provided in the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-1-A-24
[FORM OF FACE OF CLASS 1-A-24 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 1-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 2001-6
Class 1-A-24
evidencing an interest in a Trust consisting primarily of two loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: May 1, 2001
First Distribution Date: June 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $113,237.00
Pass-Through Rate: Inverse Floating
CUSIP No.: 060506 C5 9
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Bank of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated May 24, 2001 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, N.A., as servicer (the
"Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Pooling and Servicing Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
The Pass-Through Rate applicable with respect to the Distribution Date in
June 2001 will be 11.000% per annum, and on each subsequent Distribution Date
shall be determined as provided in the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-1-A-25
[FORM OF FACE OF CLASS 1-A-25 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 1-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 2001-6
Class 1-A-25
evidencing an interest in a Trust consisting primarily of two loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: May 1, 2001
First Distribution Date: June 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $2,000,000.00
Pass-Through Rate: 7.000%
CUSIP No.: 060506 C6 7
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Bank of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated May 24, 2001 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, N.A., as servicer (the
"Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Pooling and Servicing Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-1-A-26
[FORM OF FACE OF CLASS 1-A-26 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 1-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").
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 2001-6
Class 1-A-26
evidencing an interest in a Trust consisting primarily of two loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: May 1, 2001
First Distribution Date: June 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,500,000.00
Pass-Through Rate: 7.000%
CUSIP No.: 060506 C7 5
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 May 24, 2001 (the
"Pooling and Servicing Agreement"), among the Depositor, Bank of America, N.A.,
as servicer (the "Servicer"), and The Bank of New York, as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-1-A-27
[FORM OF FACE OF CLASS 1-A-27 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 1-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 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 2001-6
Class 1-A-27
evidencing an interest in a Trust consisting primarily of two loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: May 1, 2001
First Distribution Date: June 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,500,000.00
Pass-Through Rate: 7.000%
CUSIP No.: 060506 C8 3
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Bank of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated May 24, 2001 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, N.A., as servicer (the
"Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Pooling and Servicing Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-1-A-28
[FORM OF FACE OF CLASS 1-A-28 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 1-A-28
[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 2001-6
Class 1-A-28
evidencing an interest in a Trust consisting primarily of two loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: May 1, 2001
First Distribution Date: June 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $2,000,000.00
Pass-Through Rate: 7.000%
CUSIP No.: 060506 C9 1
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 May 24, 2001 (the
"Pooling and Servicing Agreement"), among the Depositor, Bank of America, N.A.,
as servicer (the "Servicer"), and The Bank of New York, as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-1-A-29
[FORM OF FACE OF CLASS 1-A-29 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 1-A-29
[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 2001-6
Class 1-A-29
evidencing an interest in a Trust consisting primarily of two loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: May 1, 2001
First Distribution Date: June 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $129,735,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 D2 5
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Bank of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated May 24, 2001 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, N.A., as servicer (the
"Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Pooling and Servicing Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-1-A-30
[FORM OF FACE OF CLASS 1-A-30 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 1-A-30
[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 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 2001-6
Class 1-A-30
evidencing an interest in a Trust consisting primarily of two loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: May 1, 2001
First Distribution Date: June 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,801,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 D3 3
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Bank of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated May 24, 2001 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, N.A., as servicer (the
"Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Pooling and Servicing Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-1-A-31
[FORM OF FACE OF CLASS 1-A-31 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 1-A-31
[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 2001-6
Class 1-A-31
evidencing an interest in a Trust consisting primarily of two loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: May 1, 2001
First Distribution Date: June 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $4,417,072.00
CUSIP No.: 060506 D4 1
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Bank of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated May 24, 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 1-A-31 Certificate represents the right to receive principal
only.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-1-A-32
[FORM OF FACE OF CLASS 1-A-32 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 1-A-32
[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 2001-6
Class 1-A-32
evidencing an interest in a Trust consisting primarily of two loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: May 1, 2001
First Distribution Date: June 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $50,000,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 D5 8
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Bank of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated May 24, 2001 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, N.A., as servicer (the
"Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Pooling and Servicing Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-1-A-33
[FORM OF FACE OF CLASS 1-A-33 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 1-A-33
[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 2001-6
Class 1-A-33
evidencing an interest in a Trust consisting primarily of two loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: May 1, 2001
First Distribution Date: June 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $21,344,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 D6 6
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Bank of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated May 24, 2001 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, N.A., as servicer (the
"Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Pooling and Servicing Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-1-A-PO
[FORM OF FACE OF CLASS 1-A-PO CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 1-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 2001-6
Class 1-A-PO
evidencing an interest in a Trust consisting primarily of two loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: May 1, 2001
First Distribution Date: June 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $50,487.00
CUSIP No.: 060506 D7 4
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Bank of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated May 24, 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 1-A-PO Certificate represents the right to receive principal
only.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-1-A-R
[FORM OF FACE OF CLASS 1-A-R CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 1-A-R
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
THIS CLASS 1-A-R CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY
EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW WHICH IS SIMILAR
TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), OR A PERSON ACTING ON BEHALF OF
OR INVESTING ASSETS OF A PLAN.
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN TAX RELATED TRANSFER
RESTRICTIONS DESCRIBED HEREIN AND IN THE POOLING AND SERVICING AGREEMENT. ANY
ATTEMPTED OR PURPORTED TRANSFER OF THIS RESIDUAL CERTIFICATE IN VIOLATION OF
SUCH RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN
THE PURPORTED TRANSFEREE.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 1-A-R
evidencing a 100% Percentage Interest in the distributions allocable to the
Certificate of the above-referenced Class with respect to a Trust consisting
primarily of two loan groups (the "Mortgage Loans") secured by first liens on
one- to four-family residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: May 1, 2001
First Distribution Date: June 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $100.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 D8 2
THIS CERTIFIES THAT _________ is the registered owner of 100% Percentage
Interest evidenced by this Certificate in certain monthly distributions with
respect to a Trust consisting of the Mortgage Loans deposited by Bank of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated May 24, 2001 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, N.A., as servicer (the
"Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Pooling and Servicing Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Any distribution of the proceeds of any remaining assets of the
Certificate Account will be made only upon presentment and surrender of this
Class 1-A-R Certificate at the Corporate Trust Office.
Each Person who has or who acquires this Class 1-A-R Certificate shall be
deemed by the acceptance or acquisition thereof to have agreed to be bound by
the following provisions and the rights of each Person acquiring this Class
1-A-R Certificate are expressly subject to the following provisions: (i) each
Person holding or acquiring this Class 1-A-R Certificate shall be a Permitted
Transferee and shall promptly notify the Trustee of any change or impending
change in its status as a Permitted Transferee; (ii) no Person shall acquire an
ownership interest in this Class 1-A-R Certificate unless such ownership
interest is a pro rata undivided interest; (iii) in connection with any proposed
transfer of this Class 1-A-R Certificate, the Trustee shall require delivery to
it, in form and substance satisfactory to it, of an affidavit in the form of
Exhibit I to the Pooling and Servicing Agreement; (iv) notwithstanding the
delivery of an affidavit by a proposed transferee under clause (iii) above, if a
Responsible Officer of the Trustee has actual knowledge that the proposed
transferee is not a Permitted Transferee, no transfer of any Ownership Interest
in this Residual Certificate to such proposed transferee shall be effected; (v)
this Residual Certificate may not be purchased by or transferred to any Person
that is not a U.S. Person, unless (A) such Person holds this Residual
Certificate in connection with the conduct of a trade or business within the
United States and furnishes the transferor and the Trustee with an effective
Internal Revenue Service Form 4224 (or any successor thereto) or (B) the
transferee delivers to both the transferor and the Trustee an Opinion of Counsel
from a nationally-recognized tax counsel to the effect that such transfer is in
accordance with the requirements of the Code and the regulations promulgated
thereunder and that such transfer of this Residual Certificate will not be
disregarded for federal income tax purposes; (vi) any attempted or purported
transfer of this Class 1-A-R Certificate in violation of the provisions of such
restrictions shall be absolutely null and void and shall vest no rights in the
purported transferee; and (vii) if any Person other than a Permitted Transferee
acquires the Class 1-A-R Certificate in violation of such restrictions, then the
Trustee, based on information provided to the Trustee by the Servicer, will
provide to the Internal Revenue Service, and to the Persons specified in Section
860E(e)(3) and (6) of the Code, information needed to compute the tax imposed
under Section 860E(e) of the Code on transfers of residual interests to
disqualified organizations.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-2-A-1
[FORM OF FACE OF CLASS 2-A-1 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 2-A-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 2-A-1
evidencing an interest in a Trust consisting primarily of two loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: May 1, 2001
First Distribution Date: June 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $120,443,000.00
Pass-Through Rate: 6.250%
CUSIP No.: 060506 D9 0
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Bank of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated May 24, 2001 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, N.A., as servicer (the
"Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Pooling and Servicing Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-2-A-2
[FORM OF FACE OF CLASS 2-A-2 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 2-A-2
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
AFTER THE SENIOR CREDIT SUPPORT DEPLETION DATE, THE PRINCIPAL PORTION OF
REALIZED LOSSES, OTHER THAN EXCESS LOSSES, ALLOCATED TO THE CLASS 2-A-1
CERTIFICATES WILL BE BORNE BY THE CLASS 2-A-2 CERTIFICATES AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 2-A-2
evidencing an interest in a Trust consisting primarily of two loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: May 1, 2001
First Distribution Date: June 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $2,820,000.00
Pass-Through Rate: 6.250%
CUSIP No.: 060506 E2 4
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Bank of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated May 24, 2001 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, N.A., as servicer (the
"Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Pooling and Servicing Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-2-A-PO
[FORM OF FACE OF CLASS 2-A-PO CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 2-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 2001-6
Class 2-A-PO
evidencing an interest in a Trust consisting primarily of two loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: May 1, 2001
First Distribution Date: June 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $9,374.00
CUSIP No.: 060506 E3 2
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Bank of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated May 24, 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 2-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-2-A-R
[FORM OF FACE OF CLASS 2-A-R CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 2-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 2-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 2001-6
Class 2-A-R
evidencing a 100% Percentage Interest in the distributions allocable to the
Certificate of the above-referenced Class with respect to a Trust consisting
primarily of two loan groups (the "Mortgage Loans") secured by first liens on
one- to four-family residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: May 1, 2001
First Distribution Date: June 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $100.00
Pass-Through Rate: 6.250%
CUSIP No.: 060506 E4 0
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 May 24, 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 2-A-R Certificate at the Corporate Trust Office.
Each Person who has or who acquires this Class 2-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
2-A-R Certificate are expressly subject to the following provisions: (i) each
Person holding or acquiring this Class 2-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 2-A-R Certificate unless such ownership
interest is a pro rata undivided interest; (iii) in connection with any proposed
transfer of this Class 2-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 2-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 2-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 B-1-B-1
[FORM OF FACE OF CLASS 1-B-1 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 1-B-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP 1-A
CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 1-B-1
evidencing an interest in a Trust consisting primarily of two loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: May 1, 2001
First Distribution Date: June 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $8,273,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 E5 7
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Bank of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated May 24, 2001 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, N.A., as servicer (the
"Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Pooling and Servicing Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT B-1-B-2
[FORM OF FACE OF CLASS 1-B-2 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 1-B-2
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP 1-A AND CLASS
1-B-1 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 1-B-2
evidencing an interest in a Trust consisting primarily of two loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: May 1, 2001
First Distribution Date: June 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $3,761,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 E6 5
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Bank of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated May 24, 2001 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, N.A., as servicer (the
"Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Pooling and Servicing Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT B-1-B-3
[FORM OF FACE OF CLASS 1-B-3 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 1-B-3
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP 1-A, CLASS
1-B-1 AND CLASS 1-B-2 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 1-B-3
evidencing an interest in a Trust consisting primarily of two loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: May 1, 2001
First Distribution Date: June 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $2,257,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 E7 3
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Bank of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated May 24, 2001 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, N.A., as servicer (the
"Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Pooling and Servicing Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT B-1-B-4
[FORM OF FACE OF CLASS 1-B-4 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 1-B-4
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP 1-A, CLASS
1-B-1, CLASS 1-B-2 AND CLASS 1-B-3 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICER, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT RESULT IN THE ASSETS OF
THE TRUST BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA, THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT
THE DEPOSITOR, THE SERVICER OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
TRUSTEE. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR
PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND
VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 1-B-4
evidencing an interest in a Trust consisting primarily of two loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: May 1, 2001
First Distribution Date: June 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,254,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 F3 1
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Bank of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated May 24, 2001 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, N.A., as servicer (the
"Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Pooling and Servicing Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
No transfer of a Certificate of this Class shall be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended (the "1933 Act"), and any applicable state securities laws or
is made in accordance with the 1933 Act and such laws. In the event of any such
transfer, (i) unless the transfer is made in reliance on Rule 144A under the
1933 Act, the Trustee or the Depositor may require a written Opinion of Counsel
(which may be in-house counsel) acceptable to and in form and substance
reasonably satisfactory to the Trustee and the Depositor that such transfer may
be made pursuant to an exemption, describing the applicable exemption and the
basis therefor, from the 1933 Act and such laws or is being made pursuant to the
1933 Act and such laws, which Opinion of Counsel shall not be an expense of the
Trustee or the Depositor and (ii) the Trustee shall require a certificate from
the Certificateholder desiring to effect such transfer substantially in the form
attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate
from such Certificateholder's prospective transferee substantially in the form
attached to the Pooling and Servicing Agreement either as Exhibit G-2A or as
Exhibit G-2B, which certificates shall not be an expense of the Trustee or the
Depositor; provided that the foregoing requirements under clauses (i) and (ii)
shall not apply to a transfer of a Private Certificate between or among the
Depositor, the Seller, their affiliates or both. The Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT B-1-B-5
[FORM OF FACE OF CLASS 1-B-5 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 1-B-5
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP 1-A, CLASS
1-B-1, CLASS 1-B-2, CLASS 1-B-3 AND CLASS 1-B-4 CERTIFICATES AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICER, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT RESULT IN THE ASSETS OF
THE TRUST BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA, THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT
THE DEPOSITOR, THE SERVICER OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
TRUSTEE. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR
PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND
VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 1-B-5
evidencing an interest in a Trust consisting primarily of two loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: May 1, 2001
First Distribution Date: June 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,003,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 F4 9
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Bank of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated May 24, 2001 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, N.A., as servicer (the
"Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Pooling and Servicing Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
No transfer of a Certificate of this Class shall be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended (the "1933 Act"), and any applicable state securities laws or
is made in accordance with the 1933 Act and such laws. In the event of any such
transfer, (i) unless the transfer is made in reliance on Rule 144A under the
1933 Act, the Trustee or the Depositor may require a written Opinion of Counsel
(which may be in-house counsel) acceptable to and in form and substance
reasonably satisfactory to the Trustee and the Depositor that such transfer may
be made pursuant to an exemption, describing the applicable exemption and the
basis therefor, from the 1933 Act and such laws or is being made pursuant to the
1933 Act and such laws, which Opinion of Counsel shall not be an expense of the
Trustee or the Depositor and (ii) the Trustee shall require a certificate from
the Certificateholder desiring to effect such transfer substantially in the form
attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate
from such Certificateholder's prospective transferee substantially in the form
attached to the Pooling and Servicing Agreement either as Exhibit G-2A or as
Exhibit G-2B, which certificates shall not be an expense of the Trustee or the
Depositor; provided that the foregoing requirements under clauses (i) and (ii)
shall not apply to a transfer of a Private Certificate between or among the
Depositor, the Seller, their affiliates or both. The Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT B-1-B-6
[FORM OF FACE OF CLASS 1-B-6 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 1-B-6
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP 1-A, CLASS
1-B-1, CLASS 1-B-2, CLASS 1-B-3, CLASS 1-B-4 AND CLASS 1-B-5 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICER, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT RESULT IN THE ASSETS OF
THE TRUST BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA, THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT
THE DEPOSITOR, THE SERVICER OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
TRUSTEE. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR
PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND
VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 1-B-6
evidencing an interest in a Trust consisting primarily of two loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: May 1, 2001
First Distribution Date: June 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,002,943.77
Pass-Through Rate: 6.500%
CUSIP No.: 060506 F5 6
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Bank of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated May 24, 2001 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, N.A., as servicer (the
"Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Pooling and Servicing Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
No transfer of a Certificate of this Class shall be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended (the "1933 Act"), and any applicable state securities laws or
is made in accordance with the 1933 Act and such laws. In the event of any such
transfer, (i) unless the transfer is made in reliance on Rule 144A under the
1933 Act, the Trustee or the Depositor may require a written Opinion of Counsel
(which may be in-house counsel) acceptable to and in form and substance
reasonably satisfactory to the Trustee and the Depositor that such transfer may
be made pursuant to an exemption, describing the applicable exemption and the
basis therefor, from the 1933 Act and such laws or is being made pursuant to the
1933 Act and such laws, which Opinion of Counsel shall not be an expense of the
Trustee or the Depositor and (ii) the Trustee shall require a certificate from
the Certificateholder desiring to effect such transfer substantially in the form
attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate
from such Certificateholder's prospective transferee substantially in the form
attached to the Pooling and Servicing Agreement either as Exhibit G-2A or as
Exhibit G-2B, which certificates shall not be an expense of the Trustee or the
Depositor; provided that the foregoing requirements under clauses (i) and (ii)
shall not apply to a transfer of a Private Certificate between or among the
Depositor, the Seller, their affiliates or both. The Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT B-2-B-1
[FORM OF FACE OF CLASS 2-B-1 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 2-B-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP 2-A
CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 2-B-1
evidencing an interest in a Trust consisting primarily of two loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: May 1, 2001
First Distribution Date: June 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $753,000.00
Pass-Through Rate: 6.250%
CUSIP No.: 060506 E8 1
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Bank of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated May 24, 2001 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, N.A., as servicer (the
"Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Pooling and Servicing Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT B-2-B-2
[FORM OF FACE OF CLASS 2-B-2 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 2-B-2
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP 2-A AND CLASS
2-B-1 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 2-B-2
evidencing an interest in a Trust consisting primarily of two loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: May 1, 2001
First Distribution Date: June 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $440,000.00
Pass-Through Rate: 6.250%
CUSIP No.: 060506 E9 9
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Bank of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated May 24, 2001 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, N.A., as servicer (the
"Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Pooling and Servicing Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT B-2-B-3
[FORM OF FACE OF CLASS 2-B-3 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 2-B-3
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP 2-A, CLASS
2-B-1 AND CLASS 2-B-2 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 2-B-3
evidencing an interest in a Trust consisting primarily of two loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: May 1, 2001
First Distribution Date: June 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $440,000.00
Pass-Through Rate: 6.250%
CUSIP No.: 060506 F2 3
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Bank of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated May 24, 2001 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, N.A., as servicer (the
"Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Pooling and Servicing Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT B-2-B-4
[FORM OF FACE OF CLASS 2-B-4 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 2-B-4
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP 2-A, CLASS
2-B-1, CLASS 2-B-2 AND CLASS 2-B-3 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICER, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT RESULT IN THE ASSETS OF
THE TRUST BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA, THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT
THE DEPOSITOR, THE SERVICER OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
TRUSTEE. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR
PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND
VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 2-B-4
evidencing an interest in a Trust consisting primarily of two loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: May 1, 2001
First Distribution Date: June 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $251,000.00
Pass-Through Rate: 6.250%
CUSIP No.: 060506 F6 4
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Bank of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated May 24, 2001 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, N.A., as servicer (the
"Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Pooling and Servicing Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
No transfer of a Certificate of this Class shall be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended (the "1933 Act"), and any applicable state securities laws or
is made in accordance with the 1933 Act and such laws. In the event of any such
transfer, (i) unless the transfer is made in reliance on Rule 144A under the
1933 Act, the Trustee or the Depositor may require a written Opinion of Counsel
(which may be in-house counsel) acceptable to and in form and substance
reasonably satisfactory to the Trustee and the Depositor that such transfer may
be made pursuant to an exemption, describing the applicable exemption and the
basis therefor, from the 1933 Act and such laws or is being made pursuant to the
1933 Act and such laws, which Opinion of Counsel shall not be an expense of the
Trustee or the Depositor and (ii) the Trustee shall require a certificate from
the Certificateholder desiring to effect such transfer substantially in the form
attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate
from such Certificateholder's prospective transferee substantially in the form
attached to the Pooling and Servicing Agreement either as Exhibit G-2A or as
Exhibit G-2B, which certificates shall not be an expense of the Trustee or the
Depositor; provided that the foregoing requirements under clauses (i) and (ii)
shall not apply to a transfer of a Private Certificate between or among the
Depositor, the Seller, their affiliates or both. The Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT B-2-B-5
[FORM OF FACE OF CLASS 2-B-5 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 2-B-5
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP 2-A, CLASS
2-B-1, CLASS 2-B-2, CLASS 2-B-3 AND CLASS 2-B-4 CERTIFICATES AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICER, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT RESULT IN THE ASSETS OF
THE TRUST BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA, THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT
THE DEPOSITOR, THE SERVICER OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
TRUSTEE. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR
PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND
VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 2-B-5
evidencing an interest in a Trust consisting primarily of two loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: May 1, 2001
First Distribution Date: June 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $126,000.00
Pass-Through Rate: 6.250%
CUSIP No.: 060506 F7 2
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Bank of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated May 24, 2001 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, N.A., as servicer (the
"Servicer"), and The Bank of New York, as trustee (the "Trustee"). To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Pooling and Servicing Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
No transfer of a Certificate of this Class shall be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended (the "1933 Act"), and any applicable state securities laws or
is made in accordance with the 1933 Act and such laws. In the event of any such
transfer, (i) unless the transfer is made in reliance on Rule 144A under the
1933 Act, the Trustee or the Depositor may require a written Opinion of Counsel
(which may be in-house counsel) acceptable to and in form and substance
reasonably satisfactory to the Trustee and the Depositor that such transfer may
be made pursuant to an exemption, describing the applicable exemption and the
basis therefor, from the 1933 Act and such laws or is being made pursuant to the
1933 Act and such laws, which Opinion of Counsel shall not be an expense of the
Trustee or the Depositor and (ii) the Trustee shall require a certificate from
the Certificateholder desiring to effect such transfer substantially in the form
attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate
from such Certificateholder's prospective transferee substantially in the form
attached to the Pooling and Servicing Agreement either as Exhibit G-2A or as
Exhibit G-2B, which certificates shall not be an expense of the Trustee or the
Depositor; provided that the foregoing requirements under clauses (i) and (ii)
shall not apply to a transfer of a Private Certificate between or among the
Depositor, the Seller, their affiliates or both. The Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT B-2-B-6
[FORM OF FACE OF CLASS 2-B-6 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 2-B-6
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP 2-A, CLASS
2-B-1, CLASS 2-B-2, CLASS 2-B-3, CLASS 2-B-4 AND CLASS 2-B-5 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICER, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT RESULT IN THE ASSETS OF
THE TRUST BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA, THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT
THE DEPOSITOR, THE SERVICER OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
TRUSTEE. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR
PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND
VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-6
Class 2-B-6
evidencing an interest in a Trust consisting primarily of two loan groups (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: May 1, 2001
First Distribution Date: June 25, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $189,077.51
Pass-Through Rate: 6.250%
CUSIP No.: 060506 F8 0
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Bank of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated May 24, 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 1-A-17, Class
1-A-18, Class 1-A-20, Class 1-A-21, Class 1-A-26 or Class 1-A-28 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 for a
Loan Group is less than 10% of the Cut-Off Date Pool Principal Balance for such
Loan Group, the Depositor will have the option to repurchase, in whole, from the
Trust all remaining Mortgage Loans in such Loan Group and all property acquired
in respect of such Mortgage Loans at a purchase price determined as provided in
the Pooling and Servicing Agreement. The 10% may be reduced by an amendment to
the Pooling and Servicing Agreement without Certificateholder consent under
certain conditions set forth in the Pooling and Servicing Agreement. In the
event that no such optional repurchase occurs, the obligations and
responsibilities created by the Pooling and Servicing Agreement with respect to
such Loan Group will terminate upon the later of the maturity or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan in
such Loan Group or the disposition of all property in respect thereof and the
distribution to Certificateholders of the Related Group of all amounts required
to be distributed pursuant to the Pooling and Servicing Agreement. In no event
shall the Trust created by the Pooling and Servicing Agreement continue beyond
the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late ambassador of the United States to
the Court of St. James, living on the date thereof.
Any term used herein that is defined in the Pooling and Servicing
Agreement shall have the meaning assigned in the Pooling and Servicing
Agreement, and nothing herein shall be deemed inconsistent with that meaning.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated:
THE BANK OF NEW YORK,
as Trustee
By
----------------------------------------
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class [___] Certificates referred to in the Pooling and
Servicing Agreement referenced herein.
THE BANK OF NEW YORK,
as Trustee
By
----------------------------------------
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)
the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.
I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
Dated:
------------------------------------------
Signature by or on behalf of assignor
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________ for the
account of ___________________, account number _________________________, or, if
mailed by check, to Applicable statements should be mailed to __________________
____________________________________.
This information is provided by ____________________, the assignee named
above, or , as its agent.
EXHIBIT D-1
LOAN GROUP 1 MORTGAGE LOAN SCHEDULE
Bank of America Securities
BOAMS 2001-06
30 YR
Loan Count: 1,189
Scheduled Balance: 501,340,530.79
W/A Interest Rate: 7.34%
Terms to Maturity W/A: 358
Loan Borrower Zip Property Loan Doc
Number Last Name State Code Type Occupancy Purpose Type
0023749195 MASIELLO VA 20152 PUD Primary Refinance Reduced
0023801111 SHUSS CO 80015 PUD Primary Purchase Reduced
0028253557 KEDES VA 22901 Single Family Primary Refinance Reduced
0028522787 HOLLEY TN 38017 Single Family Primary Refinance Reduced
0028580504 SGHIMAN NC 27617 PUD Primary Purchase Standard
0028918985 ELITZAK MA 01886 Single Family Primary Purchase Reduced
0028964666 GIBBAR CO 80129 PUD Primary Purchase Standard
0029091857 CRISSEY WA 98110 PUD Primary Purchase Standard
0029096765 LISS TN 37064 Single Family Primary Refinance Reduced
0029141322 MCLEAN SC 29928 PUD Secondary Refinance Standard
0029160199 COLTUN NC 27949 PUD Secondary Purchase Reduced
0029162633 MALDARELLI JR MD 20878 PUD Primary Purchase Reduced
0029197761 KAMARAT IL 60614 Two Family Primary Purchase Standard
0029219912 HUG KS 66215 PUD Primary Refinance Reduced
0029245974 BARTSCH CO 80027 PUD Primary Refinance Reduced
0029307337 VIEBRANZ TN 37069 PUD Primary Refinance Reduced
0029311644 CHRISTOS TX 75034 PUD Primary Purchase Standard
0029312402 STRICKLAND NC 27604 Single Family Primary Refinance Standard
0029318003 MCDONALD MO 64014 PUD Primary Refinance Reduced
0029321288 OSIKOWICZ IL 60047 Single Family Primary Refinance Standard
0029332939 GLAD OR 97068 Single Family Primary Purchase Reduced
0029333846 SICHLER CO 80016 PUD Primary Purchase Standard
0029338035 ENGSTROM CO 80439 PUD Primary Refinance Standard
0029338530 CONRAD CO 80129 PUD Primary Purchase Reduced
0029343860 TONEY TX 75078 PUD Primary Purchase Standard
0029346111 PARADISE NC 28601 Single Family Primary Refinance Reduced
0029348596 AMATO WA 98059 PUD Primary Purchase Standard
0029351012 SIESS NY 11725 Single Family Primary Purchase Standard
0029354586 PETERSON WA 98275 Single Family Primary Refinance Standard
0029361904 MCELROY MN 55436 Single Family Primary Cash-out Refinance Reduced
0029361987 SAXON TX 75225 Single Family Primary Purchase Standard
0029364395 HOWARD VA 20112 PUD Primary Purchase Reduced
0029369493 DONOVAN CO 80206 Single Family Primary Purchase Reduced
0029369584 POEHLMANN TX 78703 Single Family Primary Refinance Reduced
0029372596 ARESU WA 98390 PUD Primary Purchase Reduced
0029373545 MERKEL IN 47201 PUD Primary Purchase Reduced
0029384138 CRAWFORD TX 75022 PUD Primary Refinance Standard
0029384948 GHAEMI VA 22066 PUD Primary Refinance Reduced
0029387701 KERRIDGE MD 21037 PUD Primary Purchase Reduced
0029388147 BAUMANN OK 73116 Single Family Primary Refinance Reduced
0029391000 KAPLAN KS 66209 PUD Primary Refinance Standard
0029392164 MCINTURF OH 45243 Single Family Primary Cash-out Refinance Reduced
0029392248 HANSEN MN 55424 Single Family Primary Refinance Standard
0029392594 KOERNER TX 75032 PUD Primary Refinance Reduced
0029400041 WOODELL WA 98498 Single Family Primary Purchase Reduced
0029400082 LASCO FL 34219 PUD Secondary Purchase Standard
0029403870 HOLMAN KY 40502 PUD Primary Refinance Reduced
0029406873 PORTZ SR AZ 86406 Single Family Primary Purchase Standard
0029406964 PHILIPS IL 60187 Single Family Primary Purchase Standard
0029406998 SEVER VA 20148 PUD Primary Purchase Standard
0029411568 BACON MA 01532 Single Family Primary Purchase Standard
0029414406 CARROLL MD 21044 Single Family Primary Purchase Reduced
0029414521 NARANG CA 92692 Single Family Primary Refinance Standard
0029415783 PRECIADO CA 92024 Single Family Primary Cash-out Refinance Reduced
0029415833 STALLINGS NC 28630 Single Family Primary Refinance Reduced
0029416245 CONNOLLEY MO 63038 Single Family Primary Refinance Standard
0029416328 MARKOFF TX 77024 PUD Primary Refinance Reduced
0029416377 MECKLENBURG TX 76092 PUD Primary Purchase Standard
0029416500 GRAHAM GA 30318 Single Family Primary Purchase Standard
0029416716 KASEN CO 80121 PUD Primary Purchase Reduced
0029416740 LEMOINE MO 63005 Single Family Primary Refinance Standard
0029420361 STARR VA 20147 PUD Primary Refinance Reduced
0029420387 SMAUS CO 80129 PUD Primary Purchase Standard
0029420726 WHITENER MD 20854 PUD Primary Purchase Standard
0029422458 RAMEY NC 27608 Single Family Primary Cash-out Refinance Reduced
0029423563 CASSIDY CA 94304 Single Family Primary Refinance Standard
0029425592 MORIARTY KY 40059 Single Family Primary Cash-out Refinance Standard
0029425782 JAGER MD 21037 PUD Primary Purchase Reduced
0029427135 OMAN TN 37205 High-Rise Condo Primary Purchase Reduced
0029427143 HOHL CA 95117 Single Family Primary Refinance Standard
0029427200 CRAM JR WA 98116 Single Family Primary Cash-out Refinance Reduced
0029427440 SHACKLETT CA 94526 PUD Primary Refinance Reduced
0029427473 MOCK III PA 18901 Single Family Primary Refinance Reduced
0029429347 BARTON MO 63141 Single Family Primary Refinance Stated
0029430543 ASCHINGER MO 63128 PUD Primary Refinance Standard
0029430576 LARMER II VA 22554 Single Family Primary Cash-out Refinance Reduced
0029430758 AKIN OH 45215 Single Family Primary Purchase Standard
0029431103 BLOODSWORTH FL 32779 PUD Primary Purchase Standard
0029432028 MACKAY TX 78705 Single Family Primary Refinance Reduced
0029432135 WARD CA 94583 Single Family Primary Refinance Standard
0029432242 SWENOR VA 20176 PUD Primary Purchase Reduced
0029433257 MORALES MD 20816 Single Family Primary Cash-out Refinance Standard
0029433349 WILSON CA 94536 Single Family Primary Cash-out Refinance Standard
0029433505 HSU CA 91360 Single Family Primary Refinance Standard
0029433554 KNIGHTEN WA 98006 PUD Primary Purchase Standard
0029434602 SPENCER NC 27502 Single Family Primary Purchase Reduced
0029437142 MUTSCHLER CO 80124 PUD Primary Purchase Reduced
0029438116 BALLARD MN 55446 Single Family Primary Purchase Standard
0029440443 GEISE CA 94555 Single Family Primary Purchase Standard
0029440567 SPRAGUE BAUTIST MD 20601 Single Family Primary Purchase Standard
0029440666 YODER OH 45066 Single Family Primary Purchase Standard
0029440682 MCMAHON CO 80127 PUD Primary Purchase Reduced
0029442597 FOLINO CA 92656 Single Family Primary Purchase Standard
0029443280 HUNT GA 30215 PUD Primary Purchase Reduced
0029443710 CASTILLO FL 33330 PUD Primary Purchase Standard
0029445962 DYKES CO 80007 PUD Primary Purchase Standard
0029446507 GLADDEN CA 92122 Single Family Primary Purchase Reduced
0029446556 YEAKLE PA 19073 Single Family Primary Purchase Standard
0029446614 VOJDANI CA 95616 Single Family Primary Purchase Reduced
0029447778 AVENT VA 22102 PUD Primary Purchase Standard
0029449162 BOUNDS SR TN 38017 Single Family Primary Refinance Reduced
0029449188 KROHN NV 89509 PUD Primary Purchase Standard
0029449220 FULLER CA 92130 PUD Primary Purchase Standard
0029449949 YATES MO 65020 Single Family Secondary Refinance Reduced
0029452216 HARRIS AZ 85296 PUD Primary Purchase Standard
0029454568 LIVINGSTON CO 80210 Single Family Primary Cash-out Refinance Reduced
0029455086 MCGURTY NJ 07087 Single Family Primary Purchase Standard
0029456423 SUMMERS OH 43082 Single Family Primary Purchase Standard
0029456530 LEHAVI CA 91367 Single Family Primary Purchase Standard
0029457538 MCFARLAND CA 94503 Single Family Primary Purchase Reduced
0029458486 MLCAK TX 78261 Single Family Primary Refinance Standard
0029461084 HENDERSON CO 80403 PUD Primary Refinance Reduced
0029461399 FINDLEY IN 46180 Single Family Primary Refinance Standard
0029461662 IRWIN CA 91326 PUD Primary Purchase Standard
0029462561 HOSKING TN 37922 Single Family Primary Refinance Reduced
0029462629 SMITH TX 76262 Single Family Primary Purchase Reduced
0029465184 MYNATT JR GA 30252 Single Family Primary Refinance Standard
0029465432 HAMEL VA 23226 Single Family Primary Purchase Standard
0029465465 GALLOWAY VA 23454 Single Family Primary Purchase Standard
0029465804 CARPENTER CO 80439 PUD Primary Purchase Reduced
0029465820 KIGER TX 75205 Single Family Primary Purchase Reduced
0029465853 DANCER OK 73003 Single Family Primary Refinance Reduced
0029465887 RICHARDSON CO 80516 Single Family Primary Purchase Reduced
0029467701 BENNETT WA 98275 PUD Primary Purchase Standard
0029471851 BREWER CA 91326 PUD Primary Purchase Standard
0029471885 LEAHY CA 94025 Single Family Primary Purchase Standard
0029472370 FISH NC 28601 Single Family Primary Purchase Reduced
0029472636 FELDEWERT NM 87505 Single Family Primary Purchase Reduced
0029472644 KAL CO 80210 Single Family Primary Refinance Standard
0029473220 ROBESON CO 80132 Single Family Primary Purchase Reduced
0029476397 CRAIG CO 80424 Single Family Primary Refinance Standard
0029476827 MAGO IL 60143 Single Family Primary Refinance Reduced
0029477072 PETERS WA 98102 Single Family Primary Cash-out Refinance Standard
0029477148 ROBERTS TX 75028 PUD Primary Refinance Reduced
0029477460 LEWIS GA 30017 PUD Primary Purchase Standard
0029478898 KANG CA 91206 Single Family Primary Purchase Standard
0029479748 CALLAN CA 91355 PUD Primary Purchase Standard
0029479953 ANKRUM CO 80206 Single Family Primary Purchase Reduced
0029482361 HAMEL JR MA 01938 Single Family Primary Purchase Standard
0029482791 SOLTES TX 78751 Single Family Primary Refinance Standard
0029483039 JOY TN 38017 PUD Primary Purchase Standard
0029483054 WALLACE TN 37220 Single Family Primary Purchase Standard
0029483070 WALKER KY 42001 Single Family Primary Refinance Reduced
0029483088 BROTMAN PA 19002 PUD Primary Purchase Reduced
0029483138 HERRMANN CO 80031 PUD Primary Refinance Standard
0029483146 MADDOX NC 28078 PUD Primary Purchase Reduced
0029483203 BADART WA 98004 Single Family Primary Refinance Reduced
0029485620 RABINOVICH CA 92122 PUD Primary Purchase Reduced
0029489101 DAVIS TX 79424 Single Family Primary Refinance Reduced
0029491404 COLLINS CA 95003 Single Family Primary Cash-out Refinance Reduced
0029492337 MONSEES CO 80116 Single Family Primary Refinance Reduced
0029493772 HANSON CO 80304 Single Family Primary Purchase Reduced
0029500998 XU CA 94506 PUD Primary Purchase Reduced
0029502929 DUNCAN CO 80908 Single Family Primary Refinance Standard
0029503133 SIZEMORE AL 35010 Single Family Secondary Refinance Reduced
0029503158 ADKISSON WA 98607 Single Family Primary Refinance Reduced
0029504610 STANDIFORD CO 80537 PUD Primary Refinance Standard
0029504636 DOMANICO IL 60148 Single Family Primary Refinance Reduced
0029504933 FINCH WA 98146 Single Family Primary Cash-out Refinance Reduced
0029505914 DIECKMANN CO 80301 PUD Primary Purchase Reduced
0029506292 PATZ WA 98119 Single Family Primary Cash-out Refinance Reduced
0029506995 DVORAK CO 80206 Single Family Primary Cash-out Refinance Standard
0029507282 ROBERTSON CO 81620 PUD Primary Purchase Reduced
0029507910 GLASSER TN 37205 Single Family Primary Refinance Standard
0029508058 WILLIAMS CO 80132 PUD Primary Purchase Reduced
0029508645 HEATH CO 80027 PUD Primary Cash-out Refinance Reduced
0029509924 HUBNER OK 74105 PUD Primary Purchase Reduced
0029510369 LAGRONE MD 20860 Single Family Primary Refinance Standard
0029510500 CHILDERS TX 77056 PUD Primary Purchase Standard
0029510617 NAGUIB CO 80111 PUD Primary Purchase Standard
0029512472 TAYLOR TX 76087 Single Family Primary Refinance Reduced
0029512696 WEILAND WA 98103 Single Family Primary Purchase Reduced
0029513611 ANGELUCCI UT 84108 Single Family Primary Purchase Reduced
0029513728 MILLER CO 80027 PUD Primary Purchase Standard
0029514718 KELCH CA 95758 PUD Primary Cash-out Refinance Standard
0029515830 HSU CA 95050 Single Family Primary Cash-out Refinance Standard
0029516747 MCCLOSKEY TX 77024 Single Family Primary Purchase Standard
0029518859 BARNES OR 97229 PUD Primary Cash-out Refinance Reduced
0029519147 BURGESS TX 78619 PUD Primary Refinance Reduced
0029520012 RICKERT KY 40206 Single Family Primary Refinance Reduced
0029520210 KIRKLAND JR NM 87505 Single Family Primary Refinance Reduced
0029521507 ALABAN CA 95051 Single Family Primary Refinance Reduced
0029521754 DULING VA 20117 Single Family Primary Refinance Reduced
0029521879 WILLIAMS CO 80301 Single Family Primary Cash-out Refinance Reduced
0029522950 BIBY VA 22182 Single Family Primary Purchase Standard
0029523529 DEWREE TX 75225 Single Family Primary Purchase Standard
0029526670 GANG CA 94588 PUD Primary Refinance Standard
0029527157 LEOPOLDUS CO 80919 PUD Primary Cash-out Refinance Reduced
0029527280 ATKIN CA 95746 PUD Primary Purchase Reduced
0029527371 OLTROGGE TX 75248 PUD Primary Purchase Reduced
0029527587 WILLIAMS WA 98004 Single Family Primary Purchase Standard
0029527991 JACKSON AL 35475 Single Family Primary Purchase Standard
0029528593 HODGE CO 81632 PUD Primary Purchase Reduced
0029528783 LAMEY WA 98112 Single Family Primary Refinance Standard
0029529278 DIETER OR 97229 PUD Primary Refinance Standard
0029529575 VAN DYKE CA 95404 Single Family Primary Cash-out Refinance Standard
0029530037 DIGGS NM 87047 Single Family Primary Purchase Reduced
0029530052 DENTON AL 36561 Condominimum Secondary Purchase Reduced
0029530060 ACKERMAN CO 80110 PUD Primary Refinance Standard
0029530110 ANDRES CA 94552 PUD Primary Purchase Standard
0029530177 MANKIN CA 90291 Single Family Primary Cash-out Refinance Reduced
0029530946 ROSING GA 30319 PUD Primary Cash-out Refinance Standard
0029531324 BLACK JR MO 63124 Single Family Primary Purchase Standard
0029531761 TERRY TX 77429 PUD Primary Purchase Reduced
0029531878 DYER MN 55042 Single Family Primary Purchase Reduced
0029532017 SCHOEFF TN 37067 Single Family Primary Cash-out Refinance Reduced
0029532397 KNACK WA 98105 Single Family Primary Purchase Standard
0029533007 MILLER WA 98115 PUD Primary Purchase Standard
0029533569 AVERETT CA 94552 PUD Primary Refinance Standard
0029536331 THOMAS KY 40059 Single Family Primary Refinance Reduced
0029536646 BARTLETT SC 29928 Condominimum Secondary Purchase Standard
0029537479 BECKER SC 29615 PUD Primary Purchase Standard
0029537909 SAUER MN 55110 Single Family Primary Purchase Reduced
0029538923 PRETZLER CO 80439 Single Family Primary Purchase Reduced
0029539517 STEEL GA 30328 Single Family Primary Cash-out Refinance Standard
0029540150 GLATH CO 80439 PUD Primary Purchase Reduced
0029540770 JACOBUS CO 80132 PUD Primary Refinance Reduced
0029541349 CRAMER JR WA 98625 Single Family Primary Refinance Standard
0029541828 BOREN VA 20148 PUD Primary Refinance Standard
0029543980 LARIMORE CO 80132 PUD Primary Purchase Reduced
0029544780 CALEY JR TX 77479 PUD Primary Purchase Reduced
0029544855 JOINER JR GA 30022 PUD Primary Purchase Reduced
0029545001 WERNER CA 95616 Single Family Primary Purchase Reduced
0029545340 WISE CA 95062 Single Family Primary Purchase Reduced
0029545746 SCOBEE AZ 85045 PUD Primary Purchase Reduced
0029545803 ACKER KY 40502 Single Family Primary Refinance Reduced
0029546587 AVISON GA 30022 Single Family Primary Cash-out Refinance Standard
0029547320 BANG CA 92672 PUD Primary Cash-out Refinance Standard
0029547726 PRICE CO 80439 Single Family Primary Purchase Reduced
0029548849 SHUFELDT JR TX 79109 Single Family Primary Purchase Reduced
0029548880 SCHEEL TX 79416 Single Family Primary Refinance Reduced
0029549029 ZWIERS CO 80020 PUD Primary Refinance Standard
0029549235 SCHLEDWITZ CO 80234 PUD Primary Purchase Standard
0029549268 HERDER CO 80538 Single Family Primary Cash-out Refinance Reduced
0029550787 SCHWARTZ CA 92672 Single Family Primary Refinance Reduced
0029550845 HAAS TX 78628 Single Family Primary Refinance Standard
0029550878 KIM CA 90005 Single Family Primary Purchase Standard
0029550910 DROEGE CA 95020 PUD Primary Purchase Standard
0029550969 PENDLETON TX 75214 Single Family Primary Purchase Reduced
0029551009 RAIA JR CA 92084 Single Family Primary Purchase Reduced
0029551058 WOO CA 91501 Single Family Primary Purchase Standard
0029551116 COTTON CA 92008 Single Family Primary Purchase Standard
0029551165 CHA CA 91381 PUD Primary Purchase Standard
0029551231 PHILLIPS IL 60712 Single Family Primary Cash-out Refinance Reduced
0029551272 NGUY CA 95630 Single Family Primary Purchase Reduced
0029551314 BISWAS NJ 08816 PUD Primary Purchase Reduced
0029551801 JAMES OR 97225 Single Family Primary Purchase Reduced
0029552197 NEAR CO 80110 PUD Primary Refinance Reduced
0029552973 AUST OR 97221 Single Family Primary Refinance Reduced
0029553104 PRICE FL 34108 Single Family Primary Purchase Standard
0029553450 GRUENING WA 98056 PUD Primary Purchase Reduced
0029553526 PETOSA WA 98026 Single Family Primary Refinance Standard
0029553567 CARINO WA 98502 Single Family Primary Cash-out Refinance Standard
0029555513 SINCLAIR GA 30024 PUD Primary Refinance Reduced
0029555661 DINH CA 95138 Condominimum Primary Purchase Standard
0029555752 KORINEK JR IL 60048 Single Family Primary Cash-out Refinance Standard
0029558038 JONES CA 96145 Condominimum Secondary Purchase Reduced
0029558129 WARD CA 92129 Single Family Primary Purchase Reduced
0029558202 VERMEULEN NY 11758 Single Family Primary Purchase Standard
0029558293 SAVINO NY 11787 Single Family Primary Purchase Reduced
0029558541 MARKMAN NY 11787 Single Family Primary Purchase Standard
0029558681 MELLIZA VA 22315 PUD Primary Purchase Standard
0029558764 BERNSTEIN NY 10956 Single Family Primary Purchase Standard
0029558814 TRUSTY MO 64068 PUD Primary Refinance Reduced
0029558848 WILLIAMS VA 22302 Single Family Primary Purchase Reduced
0029558996 ZANERI NY 10710 Single Family Primary Purchase Reduced
0029559051 HILTNER DC 20011 Townhouse Primary Refinance Reduced
0029559119 WARREN NH 03076 Single Family Primary Purchase Standard
0029561347 BOUCHER NC 27233 Single Family Primary Purchase Reduced
0029562238 WILKIE GA 30115 PUD Primary Refinance Standard
0029563335 BICKERTON AL 35244 PUD Primary Purchase Reduced
0029564036 REGGIANI CA 94596 Single Family Primary Purchase Standard
0029567898 BALLER CO 80241 PUD Primary Purchase Reduced
0029569399 HARRELL VA 20117 Single Family Primary Purchase Reduced
0029570744 HOEY FL 34183 Condominimum Secondary Purchase Standard
0029571130 ERB DC 20008 Condominimum Primary Purchase Standard
0029571148 OTTE MD 20814 Single Family Primary Refinance Reduced
0029571155 DEPEDRO VA 20175 PUD Primary Purchase Reduced
0029571163 BREEDLOVE MD 20905 PUD Primary Purchase Reduced
0029571171 EPSTEIN FL 33325 PUD Primary Purchase Standard
0029571189 LANEY PA 19087 Single Family Primary Refinance Reduced
0029571197 STERN MD 20816 Single Family Primary Cash-out Refinance Reduced
0029571205 MURPHY DC 20008 Single Family Primary Purchase Standard
0029571213 TANDON DC 20015 Single Family Primary Refinance Reduced
0029571221 VILLANUEVA VA 22039 PUD Primary Purchase Reduced
0029571239 MACDONNELL VA 22066 Single Family Primary Purchase Reduced
0029571247 KAYE MD 20814 Single Family Primary Refinance Reduced
0029571254 OROURKE MD 20817 Single Family Primary Cash-out Refinance Reduced
0029571262 SADOFF MD 20815 Single Family Primary Purchase Reduced
0029571270 CHISTOLINI DC 20016 Single Family Primary Refinance Reduced
0029571288 ROSENBERG VA 22182 PUD Primary Cash-out Refinance Reduced
0029571296 KURFISS VA 20165 PUD Primary Purchase Reduced
0029571304 TROTH VA 20152 PUD Primary Purchase Reduced
0029571312 WHITNEY VA 22308 Single Family Primary Purchase Reduced
0029571320 MAZZONE RI 02906 Single Family Primary Purchase Reduced
0029571338 HEUER VA 20132 Single Family Primary Refinance Reduced
0029571346 EARNEST VA 22101 PUD Primary Refinance Reduced
0029571353 ZOTTOLA III VA 22207 Single Family Primary Purchase Reduced
0029571361 STAUFFER MD 20815 Single Family Primary Purchase Reduced
0029571379 HARTMAN MD 20817 Single Family Primary Purchase Reduced
0029571429 SHANNON FL 33037 Single Family Secondary Refinance Standard
0029571437 SIMON WI 53018 Single Family Primary Refinance Standard
0029571445 SINGER WI 53711 Single Family Primary Purchase Standard
0029571478 KATZ IL 60062 Single Family Primary Refinance Standard
0029571494 KLYOP IL 60014 Single Family Primary Purchase Standard
0029571502 MARCO MN 55331 Single Family Primary Purchase Standard
0029571544 MORA IL 60061 Single Family Primary Cash-out Refinance Standard
0029571718 ANDERSEN MN 55442 Single Family Primary Purchase Reduced
0029571734 ALDAG WI 53083 PUD Primary Refinance Standard
0029571759 BROWNRIDGE MO 63017 PUD Primary Cash-out Refinance Standard
0029571767 JAFFE MN 55305 PUD Primary Purchase Standard
0029571874 MENDOZA TX 78023 PUD Primary Refinance Standard
0029572054 NITZSCHE IL 60614 Single Family Primary Purchase Standard
0029572096 NYMBERG OH 45040 PUD Primary Purchase Standard
0029573920 OLIVER TX 77057 PUD Primary Purchase Reduced
0029573961 MILLER CA 92860 Single Family Primary Cash-out Refinance Standard
0029573987 HONEYWELL CA 95476 Single Family Primary Purchase Standard
0029575925 ANTRILLO CO 80228 PUD Primary Purchase Stated
0029577152 MOELLER CA 92211 PUD Primary Purchase Reduced
0029577491 CLAUSEN KY 40206 Single Family Primary Purchase Reduced
0029577558 GROSSMAN IL 60044 Single Family Primary Cash-out Refinance Reduced
0029577707 DRELLER MO 63017 PUD Primary Cash-out Refinance Standard
0029578176 BASILE NJ 07078 Single Family Primary Purchase Standard
0029578192 KIM CA 92677 PUD Primary Purchase Reduced
0029578655 KINNALLY NY 10962 Single Family Primary Purchase Standard
0029578721 GLISSMAN CA 94972 Single Family Primary Purchase Reduced
0029579422 MARGESON VA 20175 Single Family Primary Purchase Standard
0029580172 POWERS WA 98012 PUD Primary Purchase Standard
0029580453 SYKES VA 20124 PUD Primary Cash-out Refinance Reduced
0029580529 KEARNEY VA 22041 PUD Primary Purchase Standard
0029580586 KLION NY 10590 Single Family Primary Refinance Reduced
0029580602 ROCKE CA 94611 Single Family Primary Cash-out Refinance Reduced
0029580644 WHITE DC 20009 Townhouse Primary Refinance Reduced
0029580677 MULLIGAN TN 37932 Single Family Primary Refinance Reduced
0029580693 TOLRUD FL 33702 PUD Primary Purchase Reduced
0029580727 CARR DC 20015 Single Family Primary Refinance Reduced
0029580776 LINDBERG VA 22101 Single Family Primary Cash-out Refinance Reduced
0029580859 STEIN NJ 07627 Single Family Primary Purchase Reduced
0029580925 WERNER VA 20152 PUD Primary Purchase Reduced
0029580941 WASSERMAN NJ 07024 Condominimum Primary Purchase Reduced
0029580982 ORLANDO DC 20003 Single Family Primary Purchase Reduced
0029581030 MARCUM VA 22066 PUD Primary Purchase Reduced
0029581089 BATCHELOR VA 22124 Single Family Primary Purchase Reduced
0029582038 STRAUSS VA 22182 Single Family Primary Refinance Standard
0029582301 KIM NJ 07470 Single Family Primary Purchase Reduced
0029582368 TELEGA WI 53045 Single Family Primary Refinance Standard
0029582392 BUMPASS CT 06001 Single Family Primary Purchase Standard
0029582525 GRAHAM TX 75093 PUD Primary Refinance Reduced
0029582582 SLOWEY NJ 08057 Single Family Primary Refinance Standard
0029582772 WILLIAMS NJ 08054 Single Family Primary Cash-out Refinance Reduced
0029583168 CURHAN FL 34241 PUD Primary Purchase Reduced
0029583382 SUDHARSANAN CA 91381 PUD Primary Purchase Reduced
0029583473 NOGUEIRA CA 92688 PUD Primary Purchase Reduced
0029583549 SWENSON CA 93021 PUD Primary Purchase Reduced
0029583606 NGUYEN CA 95133 Single Family Primary Purchase Reduced
0029583671 PAGAN JR FL 34238 PUD Primary Purchase Reduced
0029588019 SHEPARD NY 11937 Single Family Primary Purchase Reduced
0029589322 HAEUSSNER CO 80203 Single Family Primary Refinance Reduced
0029590106 STEPHENS WA 98075 PUD Primary Refinance Reduced
0029591526 MACDOUGALL FL 33328 PUD Primary Purchase Standard
0029591542 MAJLESSI DC 20037 Condominimum Primary Purchase Reduced
0029591641 HAVENS CA 93420 PUD Primary Purchase Standard
0029591682 GREENE NY 12533 Single Family Primary Purchase Standard
0029591765 DELAPP WA 98072 Single Family Primary Purchase Reduced
0029591880 CLAUSSEN CO 80111 PUD Primary Cash-out Refinance Standard
0029591922 BORTNICK CA 95746 PUD Primary Purchase Standard
0029592128 CHIOU TX 76006 PUD Primary Refinance Reduced
0029592235 HART ME 04096 Single Family Primary Purchase Standard
0029593027 DRUMHELLER VT 05445 Single Family Primary Refinance Standard
0029593167 JEWS MD 20882 PUD Primary Refinance Standard
0029593225 JOHNSON AZ 85248 PUD Primary Purchase Reduced
0029593241 ROTTSOLK WA 98199 Single Family Primary Purchase Standard
0029593308 SCOTT AZ 85310 PUD Primary Refinance Standard
0029593456 ROTHBERG NY 10604 PUD Primary Purchase Reduced
0029593480 FISCHER WA 98053 PUD Primary Purchase Reduced
0029593548 DAVIS AL 35406 Single Family Primary Purchase Standard
0029597259 NOLLEN WA 98003 Single Family Primary Purchase Standard
0029600939 ONEIL CA 94538 PUD Primary Purchase Reduced
0029601135 KEVILLE CA 92008 PUD Primary Purchase Reduced
0029603362 KRAUS TX 77382 PUD Primary Purchase Reduced
0029621851 NG CA 94596 Single Family Primary Purchase Standard
0029632528 BASILICO IL 60504 PUD Primary Purchase Standard
0029634557 JACOBSEN WA 98105 Single Family Primary Cash-out Refinance Reduced
0029634730 PINO NC 27915 PUD Secondary Purchase Reduced
0029638392 WONG CA 94544 Single Family Primary Purchase Standard
0029641461 MAXWELL VA 20171 PUD Primary Cash-out Refinance Reduced
0029646965 GIRVAN NJ 08853 Single Family Primary Purchase Reduced
0029661717 RANDALL IL 60012 Single Family Primary Refinance Reduced
0029673092 THOMAS WA 98052 PUD Primary Purchase Reduced
0099000960 DOERPINGHAUS MD 20850 PUD Primary Purchase Reduced
0099001257 ROUSH MD 21666 Single Family Primary Purchase Standard
0099001372 CHAN VA 20171 PUD Primary Purchase Reduced
0099002453 MCKINNEY TX 75070 PUD Primary Purchase Standard
0099002750 LETTS CO 80124 PUD Primary Refinance Standard
0099003170 BOOKHARDT CO 80016 PUD Primary Purchase Reduced
0099003956 SCHAUFLER CA 94024 Single Family Primary Refinance Standard
0099004095 DE LA CRUZ CA 95762 Single Family Primary Refinance Standard
0099005613 ANDREATOS VA 22030 Single Family Primary Purchase Reduced
0099005928 REBOTON CA 95148 Single Family Primary Purchase Standard
0099006942 FOX MI 48348 Single Family Primary Refinance Reduced
0099007148 GRUMBLES VA 22207 Single Family Primary Purchase Reduced
0099007437 LANEY CO 80906 PUD Primary Purchase Standard
0099007569 PRINCE TX 75205 Single Family Primary Refinance Reduced
0099007619 REAVES CA 92887 Single Family Primary Refinance Standard
0099007825 HILL TX 75209 Single Family Primary Refinance Standard
0099007858 WRIGHT VA 20187 PUD Primary Purchase Standard
0099008526 MCNAMARA CA 95060 PUD Primary Cash-out Refinance Standard
0099008781 NEWMAN CO 80020 Single Family Primary Purchase Reduced
0099009284 MCKINNON III VA 22201 Single Family Primary Cash-out Refinance Standard
0099009540 MAASS CA 94577 Single Family Primary Purchase Standard
0099010381 WARNER TX 78739 PUD Primary Purchase Standard
0099010530 SCHALLAU CA 95127 Single Family Primary Cash-out Refinance Reduced
0099010555 PHILLIPS CA 90025 Single Family Primary Refinance Standard
0099010589 BARNEY CA 95070 Single Family Primary Cash-out Refinance Standard
0099010605 WHITNEY CA 95051 Single Family Primary Refinance Standard
0099010837 KAUFMAN CA 94114 Condominimum Primary Purchase Standard
0099011371 KABIRI VA 22207 Single Family Primary Purchase Reduced
0099012247 SMITH GA 30066 PUD Primary Purchase Standard
0099014003 SYED CA 95123 Single Family Primary Cash-out Refinance Standard
0099014086 MENIKETTI CA 95051 Single Family Primary Refinance Reduced
0099014383 THILTGEN CA 95062 PUD Primary Cash-out Refinance Standard
0099014508 CREASMAN GA 30066 PUD Primary Purchase Reduced
0099014805 GETZ CA 94132 Single Family Primary Cash-out Refinance Reduced
0099015729 PRIVAT CA 94102 Condominimum Primary Refinance Standard
0099015778 MCELDOWNEY CO 80209 Single Family Primary Refinance Standard
0099016271 ALLEN JR CA 95132 Single Family Primary Cash-out Refinance Standard
0099016297 BLAIKIE CA 94127 Single Family Primary Cash-out Refinance Standard
0099016461 CORNELIUS NC 28105 PUD Primary Purchase Reduced
0099017337 MOORE CA 95076 Condominimum Secondary Refinance Standard
0099018392 PASSADORE CA 94568 PUD Primary Purchase Reduced
0099018574 SCANAMEO FL 32308 Single Family Primary Purchase Standard
0099018947 HANNA VA 20176 PUD Primary Purchase Reduced
0099018954 SCOTT VA 22030 Single Family Primary Purchase Reduced
0099019002 PARENT VA 20147 PUD Primary Purchase Reduced
0099019952 DUBA CA 94583 Single Family Primary Cash-out Refinance Standard
0099019960 YIP CA 94014 Condominimum Primary Cash-out Refinance Standard
0099020224 REVERE WA 98105 Single Family Primary Cash-out Refinance Standard
0099020612 MITSCHKE CA 94596 Single Family Primary Cash-out Refinance Standard
0099020646 WENDT CO 80021 Single Family Primary Refinance Standard
0099020927 TSOUKANELIS CT 06870 Single Family Primary Refinance Standard
0099020935 JANDRISEVITS CA 94568 PUD Primary Purchase Standard
0099021321 DELEON III TX 77056 PUD Primary Refinance Reduced
0099021693 SCHUMANN OH 43206 Single Family Primary Refinance Standard
0099021701 SISCO GA 30144 PUD Primary Purchase Reduced
0099025256 MECARTEA NV 89052 PUD Primary Purchase Standard
0099028540 BENSON WA 98133 Single Family Primary Refinance Standard
0099029001 DELGADO CA 92821 PUD Primary Refinance Standard
0099032690 WELLS CA 94010 Single Family Primary Cash-out Refinance Standard
0099033532 TAYLOR CA 94044 Single Family Primary Cash-out Refinance Reduced
0099033540 BURRIS CA 92612 PUD Primary Cash-out Refinance Standard
0099034415 MCDANIEL CA 95131 Condominimum Primary Purchase Standard
6002719539 WALKER JR FL 32459 Single Family Secondary Purchase Reduced
6004085574 HARRIS CA 95472 Single Family Primary Purchase Reduced
6005286262 ARIAS VA 23454 Single Family Primary Purchase Standard
6005495194 MILLER CA 92808 PUD Primary Refinance Standard
6005866253 EMERSON CA 96161 PUD Secondary Refinance Standard
6007009266 ALLEN PA 15004 PUD Primary Purchase Reduced
6007960146 PAYNE CA 94558 Single Family Primary Purchase Reduced
6008364504 WELLS CA 94608 Two Family Primary Purchase Standard
6010195037 CONNOR MA 02554 Single Family Secondary Refinance Standard
6012517626 WISE CA 90291 Single Family Primary Cash-out Refinance Standard
6013466807 MCMILLAN CA 92887 PUD Primary Refinance Standard
6014867755 RICHARDS CA 90066 Single Family Primary Purchase Reduced
6017837953 WEILLER NM 87501 Single Family Secondary Purchase Reduced
6018216231 ZHANG CA 92688 Single Family Primary Refinance Reduced
6018606977 HICKSON CA 90068 Single Family Primary Purchase Reduced
6018978574 WILSON CA 94122 Single Family Primary Refinance Reduced
6019194874 NEWTON CA 93907 Single Family Primary Refinance Reduced
6021547895 LIPPS CA 90266 Single Family Primary Refinance Standard
6021922254 BELLAMY CA 93065 PUD Primary Cash-out Refinance Standard
6022170713 AKEMANN CA 94061 Single Family Primary Purchase Standard
6026569209 STARR CA 95125 Single Family Primary Purchase Standard
6026961778 FORD DC 20011 Single Family Primary Refinance Standard
6029501407 COCHRAN CA 90501 Single Family Primary Purchase Standard
6029696645 TREIRES VA 20124 PUD Primary Refinance Standard
6030676362 TOMCHIN MD 20815 Single Family Primary Refinance Reduced
6032169374 AGUIRRE CA 95148 Single Family Primary Cash-out Refinance Standard
6034508991 WASON CA 93908 Single Family Primary Refinance Standard
6035114237 LIU CA 94087 Single Family Primary Refinance Reduced
6036166665 LIND ID 83642 Single Family Primary Refinance Standard
6039053894 KAMIMOTO CA 90266 Single Family Primary Refinance Reduced
6039379505 SENZAKI CA 95003 Single Family Primary Purchase Reduced
6042723913 RADINE CA 94010 Single Family Primary Purchase Standard
6044291943 STEWART CA 92651 Single Family Primary Cash-out Refinance Reduced
6044381991 ROYSTON CA 95403 Single Family Primary Purchase Standard
6044930623 ENTLEY CA 95136 Condominimum Primary Purchase Reduced
6046034143 WILLIAMS SC 29642 Single Family Primary Refinance Reduced
6047915779 INIGUEZ CA 94903 Single Family Primary Cash-out Refinance Reduced
6049162438 ANDELMAN CA 94708 Single Family Primary Purchase Reduced
6049212472 PETERSEN CA 94517 Single Family Primary Purchase Reduced
6049440644 LARSEN SR CA 95020 Single Family Primary Cash-out Refinance Reduced
6050249991 MARANO CA 95133 PUD Primary Purchase Reduced
6050293494 FIELDS NC 27614 PUD Primary Refinance Reduced
6050683975 CAPPS DC 20009 Single Family Primary Purchase Standard
6052106272 LONG CA 91739 Single Family Primary Purchase Reduced
6052170120 DODSWORTH CA 95037 PUD Primary Refinance Reduced
6053060262 RAVINDRAN FL 33908 High-Rise Condo Primary Purchase Reduced
6055447947 GATES CA 94618 Single Family Primary Purchase Reduced
6056283366 EVANS GA 30327 PUD Primary Refinance Standard
6059971165 RAKER CA 93953 Condominimum Primary Refinance Standard
6061239288 CAETANO FL 33647 PUD Primary Purchase Standard
6061910037 EVANS CA 95023 PUD Primary Refinance Reduced
6064295030 LYMAN CA 95037 Single Family Primary Purchase Reduced
6064626556 MAGUIRE FL 33076 PUD Primary Cash-out Refinance Standard
6065150853 SPERBER CA 90275 Single Family Primary Cash-out Refinance Standard
6066378701 WIXOM VA 20176 PUD Primary Purchase Reduced
6070179368 LEE CHAL CA 94579 PUD Primary Refinance Standard
6070817264 LANCASTER III MD 21054 PUD Primary Purchase Standard
6072336180 GOODRICH CA 90266 Single Family Primary Purchase Reduced
6073640150 RISNER TN 38139 Single Family Primary Purchase Reduced
6073810282 GESTUVO CA 94591 Single Family Primary Purchase Reduced
6073834100 WALLACE CA 93611 PUD Primary Cash-out Refinance Reduced
6077000286 SANFORD CA 95616 Single Family Primary Purchase Standard
6077452545 VILLEGAS CA 92676 Single Family Primary Refinance Standard
6077628037 LUK CA 95014 Single Family Primary Cash-out Refinance Reduced
6078464838 ALBERTI CA 93012 Single Family Primary Purchase Standard
6080942060 OLIVEIRA CA 95127 Condominimum Primary Purchase Reduced
6084018628 MILLER NY 11561 Single Family Primary Purchase Reduced
6089268186 MULLINS CA 94127 Single Family Primary Cash-out Refinance Reduced
6090151512 LENZ CA 95762 Single Family Primary Purchase Reduced
6091665437 LEE CA 94066 Single Family Primary Purchase Standard
6094685176 LEWIS CA 92118 Condominimum Secondary Cash-out Refinance Standard
6094852271 COSTA CA 93908 PUD Primary Cash-out Refinance Reduced
6095538358 PERRY CA 94110 Two Family Primary Cash-out Refinance Standard
6098600072 WIGGERS JR MD 20882 Single Family Primary Refinance Reduced
6098821504 DERR CA 95762 PUD Primary Refinance Reduced
6098966747 DRUAR MA 02038 Single Family Primary Refinance Reduced
6100289773 PETERSON CA 92651 Single Family Primary Refinance Reduced
6100562757 WALKER WA 98029 Single Family Primary Refinance Standard
6103563638 REASON CA 94566 Single Family Primary Cash-out Refinance Standard
6103576853 ODOOM CA 94114 Condominimum Primary Refinance Standard
6103763220 ECHARTE FL 33146 Single Family Primary Purchase Reduced
6109105210 PAINTER NC 27605 Single Family Primary Purchase Reduced
6109906104 CHIOINI CA 95032 Condominimum Secondary Purchase Standard
6114638775 BREWER CA 90275 Single Family Primary Refinance Reduced
6116870848 LOCKYER CA 94566 Single Family Primary Cash-out Refinance Standard
6117028875 GHAFFARI NM 87580 Single Family Primary Cash-out Refinance Standard
6117247186 ZOOK TX 78258 PUD Primary Refinance Standard
6118121505 CUMMINS CA 90740 Single Family Primary Purchase Standard
6118586723 BIELASKI NC 27927 PUD Secondary Refinance All Ready Home
6119754528 EVANS CA 94952 Single Family Primary Cash-out Refinance Standard
6122545848 SILVA CA 94526 Single Family Primary Cash-out Refinance Standard
6126798567 LETH CA 92705 Single Family Primary Purchase Reduced
6127395215 MILLER TX 75248 PUD Primary Purchase Standard
6128006225 CRENSHAW TX 75009 Single Family Primary Refinance Standard
6130357160 HOUCK CA 95124 Single Family Primary Purchase Standard
6130595926 PRICE CO 81435 Condominimum Investor Purchase Standard
6130830786 HARTY CA 93906 Single Family Primary Purchase Reduced
6133351665 FLICKNER CA 93940 Single Family Primary Cash-out Refinance Standard
6135807896 KEEGAN VA 22124 PUD Primary Purchase Standard
6137130180 GIDNER VA 22207 Single Family Primary Purchase Reduced
6138630527 MCKINLEY CA 96137 PUD Primary Cash-out Refinance Reduced
6139791641 GROSHONG CA 94107 Single Family Primary Cash-out Refinance Reduced
6142420840 AUWAERTER MD 21093 Single Family Primary Refinance Standard
6145612922 BRESCIA SC 29451 PUD Primary Cash-out Refinance Standard
6149137074 LOEHWING CA 91042 Single Family Primary Purchase Standard
6149216480 MCFARLAND CA 94707 Single Family Primary Purchase Reduced
6151517890 SCHLAEGER CA 90036 Single Family Primary Purchase Reduced
6154064239 BENNER CA 91604 Single Family Primary Refinance Standard
6155487454 MINA FL 32963 PUD Secondary Purchase Reduced
6161309080 TIBACKX CA 92626 Single Family Primary Purchase Standard
6163032748 MARTILLO CA 90045 Single Family Primary Cash-out Refinance Reduced
6163850610 PRYOR CA 94124 Single Family Primary Refinance Reduced
6164070572 BARRETT VA 20181 Single Family Primary Refinance Reduced
6164381144 MILLETTE JR CA 90025 Condominimum Primary Purchase Standard
6166593522 MOLITOR CA 92630 PUD Primary Purchase Reduced
6167292132 ABDEL-KHALIQ CA 95123 Single Family Primary Cash-out Refinance Standard
6169776587 OLINTO CA 92677 PUD Primary Purchase Reduced
6170139973 UYEDA CA 94086 Single Family Primary Purchase Reduced
6170258229 MAGNUSON CA 95037 Single Family Primary Refinance Reduced
6171261768 RUVALCABA CA 94103 Condominimum Primary Cash-out Refinance Standard
6172850759 BEELER AZ 85016 PUD Secondary Refinance Standard
6172914910 BILL CA 92027 PUD Primary Purchase Reduced
6172935824 ASHBY TN 37215 Single Family Primary Refinance Reduced
6173652238 TU CA 94132 Single Family Primary Refinance Standard
6175744116 SLAWSON OK 73034 PUD Primary Purchase Reduced
6177538888 MACHT CA 94920 Single Family Primary Refinance Standard
6180630516 YAFFE CA 94065 Single Family Primary Refinance Reduced
6181107209 LAM CA 94506 PUD Investor Purchase Standard
6182591898 DUNBAR CA 95037 Single Family Primary Cash-out Refinance Standard
6182987724 KLASSMAN IL 60089 Single Family Primary Refinance Reduced
6185735690 GODFREY CA 94708 Single Family Primary Purchase Standard
6187659096 ENDRES CA 91941 Single Family Primary Refinance Standard
6191343562 FEINSTEIN CA 95070 PUD Primary Cash-out Refinance Reduced
6192113857 GLOVER CA 95076 Single Family Primary Cash-out Refinance Reduced
6192219704 ABGINEHSAZ NY 11364 Single Family Primary Purchase Standard
6192863725 SANDERSON WV 25414 Single Family Primary Cash-out Refinance Standard
6193395008 BRIGGS CO 80906 Single Family Primary Refinance Reduced
6193550784 FALLIS AL 35128 Single Family Primary Purchase Reduced
6199168870 FOLLANSBEE CA 94401 Single Family Primary Refinance Reduced
6200048665 MAY CA 91020 Single Family Primary Purchase Reduced
6200529417 BRAIMOH CA 94541 Single Family Primary Purchase Standard
6200571781 BRUNO NY 11560 Single Family Primary Refinance Reduced
6200940903 CVETOVAC CA 94066 Single Family Primary Purchase Reduced
6201009385 TANG CA 94404 PUD Primary Purchase Reduced
6202383409 ATHANASOULIS CA 94708 Single Family Primary Refinance Standard
6202412315 PENTONY CA 95442 Single Family Secondary Purchase Standard
6203822595 HEYN CA 95682 Single Family Primary Refinance Standard
6204509399 KARLIN CA 91423 Single Family Primary Purchase Reduced
6204937905 JOY CA 92679 PUD Primary Purchase Reduced
6205527028 CRAWFORD CA 92118 Single Family Primary Refinance Standard
6206441765 MILLS CA 94563 Single Family Primary Cash-out Refinance Reduced
6208545175 TUTTLE CA 92082 Single Family Primary Purchase Reduced
6209693677 FREY CA 95672 Single Family Primary Refinance Reduced
6209956314 CUTLER CA 91436 Single Family Primary Purchase Reduced
6211288730 CULBERTSON CA 94530 Single Family Primary Purchase Reduced
6212846460 VU CA 94539 PUD Primary Refinance Reduced
6213349902 LEGRYS MD 21044 Single Family Primary Purchase Reduced
6213432609 LEWIS CA 90292 Condominimum Primary Refinance Reduced
6214406537 SHUBOW CO 80246 Single Family Primary Refinance Reduced
6215712222 AMERIE TX 78746 Single Family Primary Purchase Standard
6218446463 WOLAK FL 34241 PUD Primary Purchase Standard
6219905384 PEER NV 89021 Single Family Primary Refinance Standard
6221168203 ALDEN CA 92648 Single Family Primary Purchase Reduced
6223411858 RUNYEN CA 93117 PUD Primary Purchase Reduced
6224251717 PHELPS JR CA 93953 Single Family Primary Cash-out Refinance Reduced
6226073317 FORD CA 93105 Single Family Primary Purchase Reduced
6228130701 DANFORD SC 29582 PUD Primary Cash-out Refinance Reduced
6228275944 TOURNAS DC 20009 Two Family Primary Purchase Standard
6228625478 DELA CRUZ CA 94552 Single Family Primary Cash-out Refinance Reduced
6229628182 NIESEN CA 91107 Single Family Primary Purchase Standard
6229734378 ANDERSON CA 95060 PUD Primary Purchase Standard
6232306628 HO CA 95050 PUD Primary Purchase Reduced
6232948650 LIVAK CA 92653 Single Family Primary Cash-out Refinance Standard
6234746052 LANGFORD TX 78750 PUD Primary Purchase Reduced
6237144610 FACCIOLLA CA 95014 Single Family Primary Cash-out Refinance Standard
6239344986 WAKEFIELD CA 91007 Single Family Primary Refinance Standard
6239691949 DA SILVA MD 20816 Single Family Primary Refinance Standard
6242117445 ABBOTT CA 94404 Condominimum Primary Purchase Reduced
6244109036 JOHNSON IL 60010 Single Family Primary Refinance Standard
6244815228 PRAKASH CA 95117 Single Family Primary Refinance Reduced
6245579930 LEE CA 94803 Single Family Primary Cash-out Refinance Standard
6245879751 STONE MA 01921 Single Family Primary Purchase Standard
6247296608 RANJAN CA 94965 Condominimum Primary Purchase Reduced
6247958686 MAJURE CA 94546 PUD Primary Cash-out Refinance Standard
6251032741 MCKISSICK FL 33040 Single Family Primary Purchase Reduced
6251677693 FISH CA 94122 Single Family Primary Purchase Reduced
6252187650 LEIGHTON CA 90254 Two Family Primary Purchase Standard
6252389363 BRUML CA 94402 Single Family Primary Cash-out Refinance Standard
6254148098 BELL CA 90732 Single Family Primary Refinance Reduced
6255406164 MORLAND CA 92677 PUD Primary Refinance Reduced
6256332625 HECOX CA 91016 Single Family Primary Refinance Reduced
6257116886 OGREN MN 55014 Single Family Primary Refinance Reduced
6259715800 FAUT CO 80125 PUD Primary Purchase Reduced
6263459775 DEVITO FL 32210 Single Family Primary Purchase Reduced
6264289486 BEKERIS CA 90049 Single Family Primary Refinance Standard
6264429223 MARTIN AZ 86001 PUD Secondary Refinance Reduced
6265106580 CAMPBELL CA 95630 Single Family Primary Refinance Reduced
6266134110 WALL JR CA 94122 Single Family Primary Purchase Standard
6271222967 BRUEGGEMAN MD 20817 Single Family Primary Purchase Reduced
6271833136 FETTERLY NV 89451 Single Family Primary Cash-out Refinance Standard
6272128395 MARTIN CA 95051 Single Family Primary Purchase Reduced
6272357770 MAH CA 90278 Condominimum Primary Purchase Standard
6273857349 LATTA CA 94708 Single Family Primary Purchase Reduced
6274158234 HOOVER CA 92009 PUD Primary Refinance Standard
6276409445 SOTHORON JR VA 22079 Single Family Primary Purchase Reduced
6276921563 ALI CA 94014 Single Family Primary Purchase Standard
6278328429 GROBE NC 27106 PUD Primary Purchase Reduced
6279124850 ADAMS CA 92679 PUD Primary Cash-out Refinance Standard
6279842667 HALE TX 75022 PUD Primary Purchase Standard
6280548030 BLACKMON CA 91208 PUD Primary Refinance Standard
6283847439 HIGBEE CA 92648 Single Family Primary Cash-out Refinance Reduced
6284003495 BEERS CA 92253 PUD Primary Purchase Reduced
6284145098 KIM VA 22030 PUD Primary Refinance Standard
6285155203 ARNAUDON CA 94507 Single Family Primary Purchase Standard
6287243692 STRUYF CA 94070 Single Family Primary Cash-out Refinance Standard
6288072322 SALERNO CA 91354 PUD Primary Purchase Reduced
6289658012 BREWER III CA 92657 Single Family Primary Purchase Reduced
6290341624 CROSS MO 63017 PUD Primary Refinance All Ready Home
6293261910 PROCTOR CA 95123 Single Family Primary Cash-out Refinance Reduced
6293654916 DIM CO 80302 Single Family Primary Refinance Reduced
6293914229 SCIANDRI CA 94080 Single Family Primary Purchase Standard
6293932700 GREELEY WA 98177 Single Family Primary Refinance Reduced
6294660169 COLEMAN CA 95050 Single Family Primary Refinance Reduced
6294705592 CHAN CA 94579 Single Family Primary Refinance Reduced
6294842742 SARMENTO CA 94507 PUD Primary Cash-out Refinance Standard
6295159864 WHEELER CA 93908 PUD Primary Refinance Reduced
6295547910 PHILLIPS VA 22046 Single Family Primary Purchase Reduced
6296230235 SANCHEZ CA 95020 Single Family Primary Cash-out Refinance Standard
6297100395 KOSLOWSKY CA 95404 PUD Primary Refinance Reduced
6301868631 MARLER CA 90275 Single Family Primary Refinance Standard
6302416976 MARTIN SR MS 38654 PUD Secondary Purchase Standard
6306233070 GAO CA 95111 Single Family Primary Refinance Standard
6306697365 JOHNSON CA 92646 Single Family Primary Cash-out Refinance Standard
6307264751 WEATHERSBY CA 92102 Single Family Primary Refinance Standard
6318517460 CERRI CA 94706 Single Family Primary Purchase Standard
6319378920 ALLEN III CA 93906 Single Family Primary Purchase Reduced
6319796824 LEWIS CA 91603 Single Family Primary Purchase Reduced
6320103945 SMITH CA 92101 High-Rise Condo Primary Refinance Standard
6320679555 REYNOLDS CA 90403 Condominimum Primary Purchase Reduced
6320973073 WAXMAN CO 81435 PUD Secondary Refinance Standard
6321255975 HEDIN CO 80504 Single Family Primary Cash-out Refinance Standard
6321258417 SANDERS AZ 85018 Single Family Primary Refinance Reduced
6322415198 WILLIAMSEN CA 94954 Single Family Primary Cash-out Refinance Reduced
6323591781 HOLCOMBE SC 29609 Single Family Primary Refinance Standard
6324464079 BURCHAN KS 66208 PUD Primary Refinance Reduced
6325068424 VAN FOSSAN CA 92882 Single Family Primary Purchase Standard
6325201652 ACOCELLA DC 20015 Single Family Primary Purchase Standard
6326733836 MEDINA CA 90275 Single Family Primary Cash-out Refinance Standard
6329249269 CHANG CA 90274 PUD Primary Purchase Standard
6329457623 VELEZ CA 95076 PUD Primary Purchase Reduced
6329626847 ISRAEL DC 20015 Single Family Primary Refinance Standard
6329627696 KILMER IL 60305 Single Family Primary Cash-out Refinance Reduced
6332081303 VAN DER VEEN CA 92026 Single Family Primary Purchase Standard
6333105705 LLANOS CA 94536 Single Family Primary Refinance Standard
6333189386 FINKE CA 95476 Single Family Primary Purchase Standard
6334528947 MENDOZA CA 95337 Single Family Primary Purchase Standard
6335213804 COOK CA 94707 Single Family Primary Refinance Reduced
6336509499 KHAN CA 92648 PUD Primary Purchase Standard
6339869254 VALKONEN CA 94611 Single Family Primary Purchase Reduced
6340829115 REIFER DC 20007 Single Family Primary Purchase Standard
6343168065 PLUM CA 90020 Single Family Primary Purchase Standard
6343989072 MCCANN OK 74105 Single Family Primary Purchase Standard
6347457019 KRONICK MN 55318 Single Family Primary Refinance Reduced
6347582253 COHEN FL 33140 High-Rise Condo Primary Purchase Reduced
6347730514 BROCKSTEDT DE 19971 PUD Primary Refinance Reduced
6348489763 CHA CA 94588 Single Family Primary Purchase Standard
6348735538 DUNLAP III CA 94583 Single Family Primary Refinance Standard
6349126828 MACNABB NV 89135 PUD Primary Purchase Reduced
6350245343 SANDSTEDT CA 95602 PUD Primary Purchase Reduced
6351256141 LEE M D CA 90254 Condominimum Primary Purchase Reduced
6352519364 YOUNKIN CA 94805 Single Family Primary Purchase Reduced
6353504688 HAINER SC 29401 PUD Primary Purchase Reduced
6354125608 RICE CA 94705 Two Family Primary Cash-out Refinance Standard
6354951425 WILLIAMS SC 29928 PUD Primary Cash-out Refinance Standard
6361600254 MCAULIFFE CA 95123 Single Family Primary Cash-out Refinance Standard
6364760600 WHITLEY CA 90720 Single Family Primary Refinance Standard
6364811510 MCCAIN CA 92705 Single Family Primary Cash-out Refinance Reduced
6365460424 HENDERSON CA 95003 Single Family Primary Purchase Reduced
6365868303 MOROSINI CA 94611 Single Family Primary Purchase Standard
6366420815 AHN CA 94610 Single Family Primary Purchase Standard
6368377385 FORTUNE JR WA 99362 Single Family Primary Purchase Reduced
6372607256 FERNANDEZ CA 93950 Single Family Primary Refinance Reduced
6372873098 WINER CA 95404 PUD Primary Refinance Reduced
6375605745 GREEN CA 94019 PUD Primary Refinance Reduced
6375854475 BOGART CA 94610 Single Family Primary Purchase Standard
6376782964 LEON CA 94555 Single Family Primary Purchase Reduced
6379510834 GILLMAN M D CA 92677 PUD Primary Refinance Reduced
6384093149 VEAKIS CT 06820 Single Family Primary Purchase Reduced
6385016354 GUEDEZ CA 94112 Single Family Primary Cash-out Refinance Standard
6389869600 VILLAGRAN SR CA 94536 Single Family Primary Cash-out Refinance Standard
6390222427 ALEXANDER CA 94549 Single Family Primary Purchase Standard
6391909576 ROSSI CA 94110 Single Family Primary Refinance Standard
6392578990 MURPHY CA 90245 Single Family Primary Refinance Reduced
6394141466 MCNULTY CA 94127 Single Family Primary Cash-out Refinance Reduced
6395083329 CASTEEL CA 95135 Single Family Primary Cash-out Refinance Reduced
6397583607 BALL CA 90505 Single Family Primary Cash-out Refinance Reduced
6401088361 LAM CA 95014 Two Family Primary Cash-out Refinance Standard
6403709899 SHI CA 94560 PUD Primary Purchase Reduced
6404185271 GOEBEL AZ 85254 PUD Primary Refinance Standard
6405471100 NICHOLS CA 95037 Single Family Primary Cash-out Refinance Standard
6406393386 DAWSON CA 95135 Condominimum Primary Cash-out Refinance Standard
6410428459 BILOTTA MA 01583 Single Family Primary Cash-out Refinance Reduced
6411816801 VAKA CA 94587 Single Family Primary Cash-out Refinance Reduced
6413915601 GURUKAR CA 92614 PUD Primary Purchase Standard
6414555679 CHUANG CA 94086 Single Family Primary Purchase Reduced
6415539136 THORNTON CA 94116 Single Family Primary Purchase Reduced
6416171780 STALLER CA 94954 Single Family Primary Purchase Reduced
6417317697 JAMES CA 90056 Three Family Primary Purchase Standard
6417617468 LEE CA 94061 Single Family Primary Cash-out Refinance Reduced
6418235625 LAVAIL CA 94558 Single Family Primary Purchase Reduced
6418750953 BAILEY CA 95138 Condominimum Primary Refinance Standard
6419179178 SALLET MD 21617 Single Family Primary Refinance Reduced
6419691313 KATCHIGUIAN CA 92672 Condominimum Secondary Purchase Reduced
6419709420 FITZGERALD CA 92656 PUD Primary Refinance Standard
6420755917 SMITH CA 92625 Single Family Primary Refinance Standard
6425251839 ANDREJIC CA 91401 Single Family Primary Refinance Standard
6431342838 PETERS CA 95125 Single Family Primary Refinance Standard
6431571147 SAIKALY CA 90241 Single Family Primary Refinance All Ready Home
6433544589 FELDMAN CA 94952 Single Family Primary Purchase Reduced
6435413809 ALLEY CA 92021 Single Family Primary Refinance Reduced
6438781855 RUGGLES NC 27615 PUD Primary Purchase Standard
6439865053 EBERHARD CA 94030 Single Family Primary Cash-out Refinance Reduced
6441831184 GLANT ID 83340 Condominimum Secondary Purchase Reduced
6441868566 CHERN CA 91006 Single Family Primary Purchase Reduced
6442488364 HUYNH CA 94619 Single Family Primary Purchase Standard
6442642721 JONES TX 75703 PUD Primary Purchase Reduced
6443175309 HARTMARK CA 92620 PUD Primary Refinance Reduced
6445373456 CRUZ CA 94014 Single Family Primary Purchase Standard
6445547182 ROTHSTEIN IL 60062 Single Family Primary Refinance Standard
6449482253 ALBIN VA 20194 PUD Primary Purchase Standard
6450138182 STREETS CA 94117 Two Family Primary Cash-out Refinance Standard
6450388522 SMITH WA 98122 Single Family Primary Purchase Reduced
6455137551 LEONG CA 93010 PUD Primary Purchase Reduced
6458002760 SUPERSAD CA 94518 PUD Primary Purchase Standard
6458329304 GRADOVILLE CA 90274 Single Family Primary Purchase Reduced
6458671580 HEELAN IL 60060 Single Family Primary Refinance Reduced
6459275316 ERWIN CA 94061 Single Family Primary Cash-out Refinance Reduced
6465272976 YOUNG CA 91423 Single Family Primary Purchase Standard
6466221667 GOMBOSEV CA 92691 PUD Primary Purchase Reduced
6471373891 ADAMS CA 94517 Single Family Primary Cash-out Refinance Reduced
6472005468 LUKAS MA 01719 Single Family Primary Refinance Reduced
6472774675 SWARTZ MA 01864 Condominimum Primary Refinance Standard
6473998141 ZAFIRIS CA 95125 Two Family Primary Purchase Standard
6475854367 LEHMER CA 92007 Single Family Primary Purchase Reduced
6476147407 LE CA 94538 Single Family Primary Refinance Reduced
6479124361 AGUILAR CA 95121 Single Family Primary Refinance Standard
6480130001 HEINRICHS CA 95008 Single Family Primary Cash-out Refinance Reduced
6482760276 BEARE GA 30004 Single Family Primary Purchase Standard
6482993711 WEX MD 20854 Single Family Primary Refinance All Ready Home
6483487457 REYNOLDS CA 94506 PUD Primary Purchase Standard
6486948596 KOOPMAN CA 92037 Single Family Primary Refinance Reduced
6487087659 BONTADELLI CA 95060 Single Family Primary Refinance Reduced
6487112614 ULMER WA 98685 Single Family Primary Purchase Reduced
6491898562 CARTER CA 95120 Single Family Primary Purchase Standard
6492908501 HARRIS CA 92627 Single Family Primary Purchase Reduced
6492941973 BRODIE WA 98115 Single Family Primary Refinance All Ready Home
6498646550 FERNANDEZ CA 95075 PUD Primary Cash-out Refinance Reduced
6499621214 RICHARDSON CA 95603 Single Family Primary Refinance Timesaver-1
6499920145 PERRY MA 01845 Single Family Primary Cash-out Refinance Standard
6507025945 FORD CA 95472 Single Family Primary Refinance Standard
6507799689 ESPENSHIP CA 92705 Single Family Primary Purchase Reduced
6507947841 DANIELSON CA 94583 PUD Primary Refinance Standard
6508148225 HEINKEL CA 92591 PUD Primary Refinance Standard
6508902316 BLOCK CO 81620 High-Rise Condo Secondary Purchase Reduced
6510515106 MANSFIELD MD 20882 Single Family Primary Refinance Standard
6512721413 SPURLOCK FL 33706 Single Family Secondary Purchase Standard
6513789815 MOOS CA 94611 Single Family Primary Purchase Standard
6516762694 WALSH VA 22101 PUD Primary Purchase Reduced
6517488307 SHAW NC 27012 Single Family Primary Refinance Reduced
6517781982 CHEN CA 94303 PUD Primary Purchase Reduced
6520587566 SEELEY NV 89117 PUD Primary Purchase Standard
6523118633 NAVARRO CA 92131 Single Family Primary Refinance Reduced
6523235387 BROWN CA 94588 PUD Primary Cash-out Refinance Reduced
6524466932 REED CA 94563 Single Family Primary Cash-out Refinance Reduced
6524760359 CHRISTENSEN CA 92604 Condominimum Primary Purchase Reduced
6525185002 WILLIAMS CA 94607 Condominimum Primary Purchase Standard
6527521410 BAKER CA 90265 Single Family Primary Refinance All Ready Home
6530818456 KNIGHTLY CA 92110 Single Family Primary Purchase Reduced
6531075387 DENLINGER CA 94116 Single Family Primary Purchase Standard
6533196595 MEYERS CA 91741 Single Family Primary Purchase Standard
6534806986 BUCKLEY CA 92679 Single Family Primary Purchase Reduced
6536549592 WOON CA 94132 Single Family Primary Purchase Reduced
6541689094 MARCHOSKY CA 91001 PUD Primary Refinance Standard
6543204538 WESTBROOK SC 29205 Single Family Primary Purchase Standard
6544596031 BRYANT CA 95070 Single Family Primary Cash-out Refinance Standard
6545557172 GABRELS CA 90039 Single Family Primary Refinance Reduced
6546151702 MOLINE CA 91202 Single Family Primary Purchase Reduced
6547384476 KRONFELD CA 91377 PUD Primary Refinance Reduced
6548355558 SUNDARESAN CA 94587 Single Family Primary Purchase Reduced
6548365045 FLUHART CO 80134 PUD Primary Cash-out Refinance Standard
6548569208 LOYA CA 95148 Single Family Primary Purchase Reduced
6549249230 BOWMAN GA 30327 Single Family Primary Refinance All Ready Home
6549252226 ORTIZ CA 94002 Single Family Primary Cash-out Refinance Standard
6551519306 SPENCER CA 96150 Single Family Primary Purchase Standard
6556165675 U CA 94941 Single Family Primary Cash-out Refinance Standard
6559624710 SOLIS CA 95630 Single Family Primary Refinance Reduced
6559774606 DECKER CA 95762 PUD Primary Refinance Standard
6561681419 PAPKOV CA 95111 Single Family Primary Purchase Reduced
6564317003 QUIGLEY CA 91604 Single Family Primary Refinance All Ready Home
6564392758 CELAYA CA 94404 Single Family Primary Cash-out Refinance Standard
6566013873 AQUILA JR CA 94019 PUD Investor Purchase Standard
6566894249 PLATT CA 92130 PUD Primary Purchase Reduced
6567949539 ALVY TRUSTEE CA 91302 Single Family Primary Refinance Reduced
6568458332 MORARIU CA 94539 Single Family Primary Purchase Reduced
6570046596 MILONE CA 92067 PUD Primary Refinance Standard
6570148103 PURINS MN 55345 Single Family Primary Cash-out Refinance Reduced
6572233432 BUCK OR 97402 Single Family Primary Purchase Reduced
6574494222 NAVARRO CA 92109 Single Family Primary Refinance All Ready Home
6574761877 STOWE CA 93101 Single Family Primary Cash-out Refinance Reduced
6579363398 DARFLER CA 94127 Single Family Primary Refinance All Ready Home
6581366074 HAO CA 95129 Single Family Primary Purchase Reduced
6582575533 RALSTON CA 92679 PUD Primary Purchase Standard
6583075129 CLOGSTON AR 72223 Single Family Primary Purchase Reduced
6584271487 BUNKER CA 95128 Single Family Primary Purchase Standard
6584526336 GLOVER GA 30350 Single Family Primary Purchase Standard
6585475764 MINN CA 90266 Single Family Primary Purchase Reduced
6586263789 ENTSMINGER CA 92887 PUD Primary Refinance Reduced
6586300136 ILL VA 23451 Single Family Primary Refinance Reduced
6588683448 LAWSON CA 94574 Single Family Primary Refinance Reduced
6589333076 PLACE CA 93449 Single Family Primary Refinance Reduced
6597048302 ARCHAMBAULT JR PA 19454 Single Family Primary Refinance Standard
6598335922 BERSON VA 22182 Single Family Primary Purchase Reduced
6600214818 HARRIS FL 32746 PUD Primary Purchase Reduced
6601157099 ROFFEY CA 95120 Single Family Primary Purchase Reduced
6601652925 PETROFSKY CA 95030 Single Family Primary Purchase Standard
6601749432 CULLEN III CA 94038 Single Family Primary Purchase Reduced
6605157616 HOLCMAN CA 92107 Single Family Primary Purchase Standard
6605282414 KOTARA CA 94121 Condominimum Primary Purchase Standard
6605617908 GINGILOSKI JR CA 92067 PUD Primary Cash-out Refinance Standard
6606609136 LAM CA 92708 Single Family Primary Purchase Reduced
6607800825 YOUNG CO 80031 PUD Primary Refinance Reduced
6607877492 WEIST SC 29680 Single Family Primary Refinance Reduced
6607915326 COURTNEY CA 94002 Single Family Primary Purchase Reduced
6607923858 SOWERS CA 94015 PUD Primary Refinance Standard
6608443609 BEDOLLA CA 95023 Single Family Primary Cash-out Refinance Standard
6612051208 MYERS CA 94061 Condominimum Primary Cash-out Refinance Standard
6612885100 WRAY CA 92677 PUD Primary Purchase Reduced
6613599775 ISENBERG CA 94112 Single Family Primary Refinance Reduced
6613688123 RAZAVI VA 22182 PUD Investor Purchase Standard
6614321567 MCCLOSKEY CA 94583 PUD Primary Purchase Reduced
6618136045 BAJOREK CA 95128 Two Family Primary Refinance Reduced
6620950151 TRUONG CA 94122 Single Family Primary Purchase Reduced
6625583957 MAROTTA MA 01776 Single Family Primary Refinance Reduced
6627413377 MEDINA CA 93905 Single Family Primary Purchase Reduced
6629683068 MCCREERY JR CA 95746 Single Family Primary Refinance Reduced
6631179162 CLARK MD 20817 Single Family Primary Refinance Reduced
6631656920 WYGODA NY 11230 Single Family Primary Cash-out Refinance Standard
6631673180 HUTSON CA 92677 PUD Primary Purchase Reduced
6633041394 MUETZENBERG CA 94587 Single Family Primary Purchase Reduced
6633199440 BOROCHOV NY 11023 Single Family Primary Purchase Standard
6634128331 MORSE CA 90277 Two Family Primary Cash-out Refinance Standard
6634173162 MAZUREK IL 60564 Single Family Primary Purchase Reduced
6635398180 CASSINELLI CA 93908 PUD Primary Purchase Standard
6636562222 WAHRER CA 94552 Single Family Primary Purchase Reduced
6638468428 OLIVER MD 20814 PUD Primary Refinance Reduced
6639135281 MACDONALD FL 34102 Condominimum Primary Purchase Standard
6639379814 GASKIN VA 23503 Single Family Secondary Refinance Standard
6641562894 BUTLER II CA 94568 Single Family Primary Refinance Standard
6642135393 CULCASI-IVERS CA 93908 Single Family Primary Refinance Reduced
6642136250 JONES NM 87571 Single Family Primary Refinance Standard
6645137271 BHAPPU CO 80016 Single Family Primary Refinance Standard
6646346103 LAWYER JR TX 78634 Single Family Primary Refinance Reduced
6648981279 READE CA 94901 Single Family Primary Cash-out Refinance Reduced
6649586887 PETERSON CA 94506 Single Family Primary Cash-out Refinance Reduced
6650653824 GRAHAM NC 27954 PUD Primary Refinance Standard
6652992808 SAMSON NY 11598 Single Family Primary Cash-out Refinance Standard
6654153367 GIBINO CA 95060 Single Family Primary Cash-out Refinance Standard
6655031679 HOHMAN MD 20814 Single Family Primary Purchase Reduced
6655532015 WETSTONE WA 98033 Condominimum Primary Refinance Reduced
6655897889 BERNTSEN CA 95045 Single Family Primary Refinance Reduced
6656241756 BAHRAMI CA 95120 Single Family Primary Refinance Reduced
6656586010 PERRYMAN CA 92082 Single Family Primary Purchase Standard
6656895197 GOLDHIRSH IL 60035 Single Family Primary Purchase Reduced
6658234031 COOL NJ 07701 Single Family Primary Purchase Reduced
6661391372 DANIEL MO 63119 Single Family Primary Cash-out Refinance Reduced
6664051700 HEALY CA 94506 PUD Primary Refinance Standard
6665173875 HAGEL CA 94526 Single Family Primary Purchase Reduced
6666025181 BURK CA 94705 Single Family Primary Refinance Standard
6666986044 CASTILLO CA 90240 Single Family Primary Purchase Reduced
6667652082 MILLER NV 89509 Single Family Primary Refinance Reduced
6667938499 DINAN CA 95037 Single Family Primary Refinance Standard
6669392059 BREBES CA 93422 Single Family Primary Cash-out Refinance Standard
6671273602 DIEHL III NC 28207 Single Family Primary Purchase Standard
6673312176 BURNETT CO 80126 Single Family Primary Refinance Reduced
6673679202 BECKER CA 92373 Single Family Primary Cash-out Refinance Reduced
6674330532 EISENBERG CA 90503 Single Family Primary Purchase Reduced
6674942062 TREVINO CA 95135 Single Family Primary Cash-out Refinance Standard
6675458969 QUINONES CA 95023 Single Family Primary Cash-out Refinance Standard
6676552927 MORROW VA 23185 PUD Primary Purchase Reduced
6676915835 HU CA 94506 PUD Primary Refinance Reduced
6679433158 WATTS GA 30339 Single Family Primary Cash-out Refinance Standard
6680768428 RAMOS CA 94583 Single Family Primary Refinance Reduced
6683306929 DIDONATO CA 94539 Single Family Primary Cash-out Refinance Standard
6684842039 KAITZ CA 92648 PUD Primary Purchase Reduced
6685896372 KLEINMAN FL 33498 PUD Primary Purchase Reduced
6686514537 BRASE OH 45040 PUD Primary Purchase Standard
6687496601 SANDERSON CA 94583 Single Family Primary Cash-out Refinance Standard
6687594868 MORRISON CA 94538 Single Family Primary Refinance Reduced
6688602652 CARR CA 90274 Single Family Primary Purchase Reduced
6692610014 BERMAN MA 02050 Single Family Primary Cash-out Refinance Reduced
6693380690 MILLER CO 80919 Single Family Primary Refinance Reduced
6695590858 CHOPP FL 32920 Condominimum Secondary Purchase Reduced
6696714465 GREER CA 92270 PUD Primary Purchase Standard
6697305917 CHRISTENSEN CA 94402 Single Family Primary Refinance Reduced
6698593099 LOVELY CA 94954 Single Family Primary Purchase Standard
6698777544 BUBLIK CA 92691 PUD Primary Purchase Reduced
6700085787 SAMUELS CA 91377 PUD Primary Refinance Reduced
6702601490 ANDERSON CA 92117 Single Family Primary Refinance Standard
6702715845 BLOHM SC 29672 PUD Secondary Purchase Reduced
6703576964 NORRIS CA 94506 PUD Primary Refinance Reduced
6707084114 HALL CA 92270 PUD Primary Purchase Standard
6708523870 GORDON CA 91107 Single Family Primary Cash-out Refinance Reduced
6710434991 GARFIAS CO 80465 PUD Primary Cash-out Refinance Standard
6711245255 LLOYD WA 98125 Single Family Primary Purchase Standard
6711379690 THIGPEN CA 94945 Single Family Primary Refinance Reduced
6711784659 TROTTER OH 45244 Single Family Primary Refinance Reduced
6713195649 DAVIES MD 21401 Single Family Primary Refinance Reduced
6714091466 TAFT CA 92037 Single Family Primary Purchase Standard
6715447303 DEGRUY JR CA 95138 Condominimum Primary Cash-out Refinance Standard
6718354324 DOUGHTY CA 94708 Single Family Primary Purchase Standard
6721852710 HALEY DC 20003 Single Family Primary Purchase Standard
6722105886 SZOBOSZLAY CA 95123 Single Family Primary Refinance Reduced
6722501399 ROBBINS CA 95018 Single Family Primary Cash-out Refinance Reduced
6723394539 JACOBS CA 95020 Single Family Primary Refinance Standard
6725414400 ANDERSON CA 95138 Single Family Primary Refinance Reduced
6727101260 LIVERMORE CA 95864 PUD Primary Cash-out Refinance Standard
6729601960 SORIANO CA 94591 Single Family Primary Cash-out Refinance Standard
6730000004 CONNIFF MA 02554 Single Family Primary Refinance Reduced
6731721772 KENDALL CA 91302 PUD Primary Cash-out Refinance Reduced
6732643280 DIACO FL 33629 Single Family Primary Purchase Reduced
6732920191 SORTO CA 94080 Single Family Primary Purchase Standard
6733129511 CARLOS CA 94044 Single Family Primary Purchase Standard
6733192055 ADELSON AZ 85251 Single Family Primary Refinance Reduced
6733752700 SERADJFAR CA 94552 Single Family Primary Cash-out Refinance Standard
6734969584 VILDAVSKI CA 94015 Single Family Primary Refinance Reduced
6736584019 HO CA 94536 Single Family Primary Refinance Standard
6736732295 FLEMING NM 87571 Single Family Secondary Refinance Standard
6737093309 FARZANEH CA 94087 Condominimum Primary Purchase Reduced
6737467842 OLEY GA 30542 PUD Primary Purchase Standard
6737749900 PANDYA VA 23113 Single Family Primary Purchase Standard
6739178660 OROPEZA CA 94112 Two Family Primary Purchase Standard
6739611793 KELEMEN CA 91351 Single Family Primary Purchase Reduced
6740078446 DEL CAMPO CA 94605 PUD Primary Cash-out Refinance Standard
6740096216 MUELLER CA 90503 Single Family Primary Refinance Reduced
6742985010 LAMBERT CA 92253 PUD Primary Refinance Reduced
6747346838 REID IL 60062 PUD Primary Refinance Reduced
6748613483 MILLER GA 30319 PUD Primary Purchase Reduced
6748702294 HARRINGTON FL 33498 PUD Primary Purchase Reduced
6748928725 ZEBER GA 30306 Single Family Primary Purchase Standard
6749934573 LIU NV 89011 PUD Primary Cash-out Refinance Standard
6750254424 FRANCESCONI MA 01730 Single Family Primary Purchase Reduced
6750792563 HARTMAN CA 94618 Single Family Primary Purchase Reduced
6754176128 TIGHE AZ 85234 Single Family Primary Cash-out Refinance Standard
6754239611 MEANY MD 21108 PUD Primary Refinance Reduced
6757212862 KARP CA 94560 Single Family Primary Cash-out Refinance Standard
6757799017 HOLLAND CA 90292 Condominimum Primary Refinance Standard
6760527967 LEPTICH FL 33914 Single Family Primary Refinance All Ready Home
6760865185 JOHNSON VA 22044 PUD Primary Purchase Standard
6761359238 MCLEOD CA 95472 Single Family Primary Refinance Standard
6762502331 MARTELLO FL 33496 PUD Primary Refinance Standard
6762961628 NAUMANN NC 27949 PUD Secondary Purchase Reduced
6762979174 ZAMBRANO FL 33165 Single Family Primary Purchase Standard
6766097882 CORDES CA 94019 PUD Primary Purchase Standard
6767426841 DE LOPEZ CA 95945 Two Family Primary Cash-out Refinance Standard
6767440727 ELSON DE 19807 Single Family Secondary Purchase Reduced
6768322445 BALL CA 94574 Single Family Primary Purchase Reduced
6770622774 ASHMORE CA 90056 Single Family Primary Cash-out Refinance Reduced
6774420068 BAE WA 98027 Single Family Primary Cash-out Refinance Standard
6777158228 ZIEGLER CA 93010 PUD Primary Cash-out Refinance Standard
6778187937 BERGLUND CA 91024 Single Family Primary Purchase Standard
6778461381 JOHNSON IL 60625 Single Family Primary Purchase Reduced
6778793643 DESTITO GA 30342 PUD Primary Purchase Standard
6781329955 COLEMAN NM 87501 Single Family Primary Purchase Standard
6783741157 VERTULLO CA 91377 Single Family Primary Refinance Reduced
6786717790 WITHAM CA 93001 Single Family Primary Refinance Standard
6788476213 MCANDREWS CA 95003 PUD Primary Cash-out Refinance Standard
6789911275 DIXON GA 30331 PUD Primary Refinance Standard
6790402165 SORENSON CA 92807 Single Family Primary Refinance Reduced
6790852880 JONES CA 93906 Single Family Primary Purchase Standard
6790917188 BRUTON OK 74105 PUD Primary Refinance Standard
6793054021 CHISPAN CA 94015 Condominimum Primary Purchase Standard
6793370112 POOLE JR FL 33037 Condominimum Secondary Purchase Reduced
6795019147 ROBERTI CA 90278 Single Family Primary Purchase Reduced
6795392395 BRAIMAH CA 90275 Single Family Primary Refinance Standard
6796190004 CARBAJAL CA 95126 Single Family Primary Cash-out Refinance Standard
6798122922 KROLL CA 92629 Condominimum Primary Cash-out Refinance Reduced
6798391022 VOGT CA 94536 PUD Primary Purchase Standard
6802223484 MILLER ID 83333 Single Family Primary Cash-out Refinance Standard
6802277068 SCHECHTER CA 96161 PUD Secondary Refinance Reduced
6803428025 FINLAY VA 22314 PUD Primary Purchase Reduced
6804655832 KIRKMAN CA 92037 Single Family Primary Refinance All Ready Home
6806608276 VANROSSUM GA 30342 PUD Primary Purchase Standard
6808864844 LINKOUS JR TX 77006 Single Family Primary Refinance All Ready Home
6810847241 LEONARD CA 92625 Single Family Primary Purchase Reduced
6811187100 CLUET MI 48348 Single Family Primary Cash-out Refinance Reduced
6813163331 WONG CA 94588 PUD Primary Purchase Standard
6814836133 LAKOFF CA 94709 Condominimum Primary Purchase Reduced
6817754002 BRAUN CO 80435 PUD Primary Cash-out Refinance Reduced
6819082998 ROBERTS CA 95476 Single Family Primary Purchase Standard
6821275697 SCHMOYER TX 76034 PUD Primary Purchase Standard
6821618359 CURTIN VA 22302 Single Family Primary Refinance Standard
6821687024 MAEDA JR CA 92677 PUD Primary Refinance All Ready Home
6825413211 FROSHMAN CA 95003 Single Family Primary Purchase Standard
6826642388 MEADE MA 02129 Condominimum Primary Refinance Reduced
6828118726 NEFF IN 46038 PUD Primary Purchase Standard
6830246192 SMEKAL CA 94546 Two Family Primary Purchase Reduced
6831116261 COHN CA 94611 Single Family Primary Purchase Reduced
6832907692 WAGSTAFF CT 06877 Single Family Primary Refinance Reduced
6833774489 BOYD CA 92562 PUD Primary Purchase Standard
6836705449 VERDON CA 90024 Single Family Primary Purchase Reduced
6836792868 HAYES TX 77005 Single Family Primary Refinance Reduced
6837882262 GORAN CA 94611 Single Family Primary Purchase Standard
6837887212 ADAMS CA 95762 PUD Primary Refinance Standard
6839348304 RAHMAN CA 94568 PUD Primary Purchase Reduced
6841172064 VIRDEE CA 94568 Single Family Primary Refinance Reduced
6841281451 SCHWARTZ AZ 85750 PUD Secondary Refinance Reduced
6841459727 REISNER CA 90064 Single Family Primary Purchase Standard
6841845032 KING JR CA 92677 PUD Primary Purchase Reduced
6842906734 WONG CA 94025 Single Family Primary Purchase Reduced
6843319085 YEE CA 94618 PUD Primary Cash-out Refinance Standard
6845586020 COPE CA 95650 Single Family Primary Purchase Standard
6847149439 LEWIS VA 23454 Single Family Secondary Refinance Standard
6848349442 STOUT VA 20117 Single Family Primary Purchase Reduced
6849916322 OATMAN CA 92660 PUD Primary Cash-out Refinance Standard
6850048403 CUSACK CA 95746 PUD Primary Refinance Reduced
6850407609 GRATTAN CA 95650 PUD Primary Cash-out Refinance Reduced
6851313921 PHILLIPS NV 89109 Condominimum Primary Purchase Reduced
6852091732 BODHAINE WA 98371 Single Family Primary Refinance Reduced
6853112446 FENNELL OR 97520 Single Family Primary Refinance Standard
6853125414 CREAVIN NY 11579 Single Family Primary Refinance Standard
6855104961 SPRUNG TX 75287 PUD Primary Purchase Reduced
6855125065 ANSLEY JR TN 37027 PUD Primary Purchase Reduced
6856153793 SEGARS CA 94904 Single Family Primary Refinance Standard
6857644915 BAKER TX 77539 Single Family Primary Purchase Standard
6859381474 ANDREWS CA 95003 Single Family Primary Purchase Standard
6860384970 MIZRAHI CA 90212 Two Family Primary Purchase Standard
6860529871 BETHEL CA 94025 Single Family Primary Cash-out Refinance Reduced
6861603055 PEKKER CA 94085 Single Family Primary Purchase Reduced
6863160138 GAYLE CA 94960 Single Family Primary Cash-out Refinance Standard
6863987456 TAN CA 94578 Single Family Primary Cash-out Refinance Reduced
6865853532 WELSH CA 90027 Single Family Primary Refinance Reduced
6867400134 MILLER CA 95125 Single Family Primary Purchase Standard
6868126290 ZORN CA 91214 Single Family Primary Cash-out Refinance Standard
6869688132 SPIVEY VA 22030 Single Family Primary Purchase Standard
6870216022 PARODI CA 94403 PUD Primary Cash-out Refinance Standard
6870300099 WOOD DC 20037 Condominimum Primary Purchase Standard
6873413170 TAN CA 94015 Single Family Primary Refinance Reduced
6873790650 BANUELOS CA 95132 Single Family Primary Refinance Standard
6874669788 TILLMAN CA 94002 Single Family Primary Cash-out Refinance Reduced
6875073279 GANOZA CA 94065 Condominimum Primary Purchase Reduced
6875409549 MCCABE CA 94602 Single Family Primary Purchase Reduced
6878686432 ADLER CA 92649 PUD Primary Purchase Standard
6879224894 FERNANDEZ CA 94080 Single Family Primary Cash-out Refinance Reduced
6880101115 BRIGHT CO 81623 PUD Primary Purchase Standard
6882921585 RYDER CO 80016 PUD Primary Refinance Reduced
6883672336 TOBAEI CA 94086 Condominimum Primary Cash-out Refinance Reduced
6884203156 KIRK CA 94952 Single Family Primary Refinance Reduced
6886884383 GOLDSTEIN GA 31411 PUD Primary Purchase Reduced
6888883490 WOLFF CA 91423 Single Family Primary Cash-out Refinance Standard
6889101033 GOODSON CA 94518 Single Family Primary Purchase Reduced
6889153422 ABDILOV CA 94132 Condominimum Primary Refinance Reduced
6889921703 FLIEGER MD 21037 PUD Primary Refinance Reduced
6890760157 WOLFSON CA 93940 Single Family Primary Purchase Standard
6891667773 SODERBERG AZ 86336 Single Family Primary Refinance Reduced
6892660702 KIEFFER VA 20124 PUD Primary Purchase Reduced
6893910833 STOIBER CA 94404 PUD Primary Refinance Standard
6894259735 HAMMER CA 94501 Single Family Primary Purchase Reduced
6895494323 ZANIDES CA 94947 Single Family Primary Refinance Reduced
6896530075 CAHILL M D CA 90275 Single Family Primary Cash-out Refinance Reduced
6898568438 CAMPANINI CA 92677 PUD Primary Purchase Standard
6904535827 MEYUNG VA 22903 PUD Primary Cash-out Refinance Reduced
6905497498 DOWNING TX 78731 Single Family Primary Purchase Standard
6906630022 GUNTER CO 80305 Single Family Primary Cash-out Refinance Reduced
6906630188 BAUM NC 27949 Single Family Secondary Purchase Standard
6908028258 YOLLIN CA 94708 Single Family Primary Purchase Reduced
6908050419 WILLIAMS SC 29572 Condominimum Secondary Refinance Standard
6908604454 CARDELLICHIO NC 27927 Single Family Secondary Purchase Reduced
6909190289 HACKBARDT CA 92691 PUD Primary Refinance Reduced
6909768100 KLOR CA 95123 Single Family Primary Cash-out Refinance Standard
6910028890 DEL PRINCIPE CA 96161 PUD Primary Cash-out Refinance Standard
6911385703 TUCKER JR CO 80128 Single Family Primary Refinance Reduced
6911511704 DEVLIN CA 94526 Single Family Primary Refinance Reduced
6912410096 TRAN CA 95132 Single Family Primary Purchase Reduced
6912570055 OSKANDY IL 60614 Townhouse Primary Refinance Standard
6914279002 HIGGINS VA 22314 Townhouse Secondary Purchase Reduced
6914578056 NATHAN VA 22182 PUD Primary Refinance Reduced
6915560475 VALENZA FL 34113 Single Family Secondary Purchase Reduced
6916558684 RAZZELL CA 94566 Single Family Primary Purchase Reduced
6918377190 HURWITH IL 60657 Condominimum Primary Purchase Reduced
6918377620 SHARMA CA 94555 PUD Primary Cash-out Refinance Standard
6919550530 NEWMAN CA 95404 Single Family Primary Refinance Standard
6921094295 LOW CA 92014 Single Family Primary Cash-out Refinance Standard
6921254147 BRUMMITT CA 94595 Single Family Primary Cash-out Refinance Reduced
6922333569 HAWKINS TN 37416 Single Family Primary Purchase Standard
6923151275 HENNEMAN MN 55391 Single Family Primary Refinance Reduced
6924713339 MARTIN JR CA 94550 PUD Primary Refinance Reduced
6924876748 PEAK CA 94952 Single Family Primary Cash-out Refinance Reduced
6925576032 SHERMAN SC 29681 PUD Primary Purchase Standard
6926744951 WINNINGHAM CA 92629 PUD Primary Refinance Reduced
6927176401 KELLEY JR CA 94066 Single Family Primary Cash-out Refinance Reduced
6928893723 HARDY CA 92673 PUD Primary Purchase Reduced
6929494554 DELUCA CA 92110 Single Family Primary Purchase Reduced
6929647896 NAGGIAR CA 95130 Single Family Primary Purchase Standard
6930761579 WEIDELL CA 94070 Single Family Primary Purchase Reduced
6932183400 RUSH CA 94117 Condominimum Secondary Purchase Standard
6932545095 RUSSELL MD 21042 Single Family Primary Purchase Standard
6932612317 TOGNOLI CA 95409 Single Family Primary Cash-out Refinance Standard
6934891869 LESTER CA 91739 Single Family Primary Purchase Standard
6937146717 SCHMIDT CA 95405 Single Family Primary Cash-out Refinance Standard
6938563415 WILLARD SR MD 20814 PUD Primary Refinance Reduced
6939780620 PINELLI CA 95683 PUD Primary Refinance All Ready Home
6941067321 MCCLENNEN CA 90278 Single Family Primary Purchase Reduced
6941512656 COBB CA 94303 Single Family Primary Purchase Reduced
6941777127 ZUCKERMAN CA 91356 Single Family Primary Purchase Standard
6942265031 CALDWELL CA 90266 Single Family Primary Cash-out Refinance Standard
6942327252 COLABIANCHI CA 96150 PUD Secondary Purchase Standard
6943132453 ERGAS CA 95120 Single Family Primary Cash-out Refinance Standard
6946113757 FORSHAN CA 92082 Single Family Primary Cash-out Refinance Reduced
6946577852 ALONSO JR CA 94523 Single Family Primary Cash-out Refinance Standard
6947459605 BUTLER CA 95003 Single Family Primary Refinance Standard
6948783896 ODWALD CA 92691 PUD Primary Purchase Reduced
6952659362 KOSLOWSKY CA 95451 Single Family Secondary Purchase Reduced
6954258809 FAGAN-SMITH CA 95062 Single Family Primary Cash-out Refinance Standard
6957554436 CORY FL 33487 PUD Primary Cash-out Refinance Standard
6957957142 BURKE VA 20124 PUD Primary Purchase Reduced
6959638427 FROST CA 92651 Single Family Primary Refinance Reduced
6974945963 LUND FL 33414 Single Family Primary Cash-out Refinance Standard
6978139167 SKIPPER JR VA 22181 Single Family Primary Purchase Reduced
6978775291 SOUGHERS FL 32903 Single Family Primary Purchase Reduced
6982302835 FERNANDEZ FL 33109 Condominimum Primary Purchase Reduced
6985393690 NORMAN TX 75024 PUD Primary Purchase Standard
6988119779 SUMMERLIN SC 29438 Single Family Primary Refinance Reduced
6991187045 MEHARRY FL 34219 PUD Primary Purchase Standard
6992349529 GOMEZ III VA 22101 Single Family Primary Purchase Reduced
6994899364 HERCULES VA 23663 Single Family Primary Refinance Standard
6995077663 DAMON MA 02468 Single Family Primary Purchase Standard
6996419773 COSTELLO NC 27817 PUD Primary Refinance Standard
6996591431 BALINBIN MA 02066 Single Family Primary Refinance Reduced
Bank of America Securities (continued)
BOAMS 2001-06
30 YR
Loan Count: 1,189
Scheduled Balance: 501,340,530.79
W/A Interest Rate: 7.34%
Terms to Maturity W/A: 358
Loan Orig Original Interest First Maturity Orig Monthly Current Remaining Scheduled
Number LTV PB Rate Pay Date Date Term P & I Due Date Term Balance
0023749195 077.0 369,800 06.750 20010501 20310401 360 2,398.52 20010501 359 369,481.61
0023801111 064.7 300,000 07.375 20010501 20310401 360 2,072.03 20010501 359 299,771.72
0028253557 067.5 570,000 07.000 20010601 20310501 360 3,792.23 20010601 360 570,000.00
0028522787 068.6 600,000 07.250 20010501 20310401 360 4,093.06 20010601 359 599,531.94
0028580504 080.0 328,249 07.250 20010501 20310401 360 2,239.24 20010501 359 327,992.93
0028918985 080.0 541,000 07.375 20010401 20310301 360 3,736.56 20010501 358 540,174.15
0028964666 080.0 308,300 07.125 20010501 20310401 360 2,077.08 20010501 359 308,053.45
0029091857 080.0 383,200 07.750 20010401 20310301 360 2,745.30 20010501 358 382,519.16
0029096765 076.8 430,000 07.500 20010401 20310301 360 3,006.63 20010501 358 429,359.75
0029141322 071.9 647,000 08.250 20010301 20310201 360 4,860.69 20010501 357 645,753.76
0029160199 080.0 375,920 08.250 20001201 20301101 360 2,824.16 20010501 354 373,192.23
0029162633 079.8 295,000 08.000 20001001 20300901 360 2,164.61 20010501 352 293,379.02
0029197761 090.0 373,500 08.125 20001101 20301001 360 2,773.23 20010501 353 371,754.60
0029219912 088.6 314,500 07.500 20010401 20310301 360 2,199.03 20010501 358 314,031.74
0029245974 069.2 367,000 07.625 20010401 20310301 360 2,597.61 20010501 358 366,460.02
0029307337 050.0 425,000 07.500 20010401 20310301 360 2,971.67 20010501 358 424,367.19
0029311644 080.0 319,600 07.625 20010401 20310301 360 2,262.11 20010601 358 319,135.89
0029312402 071.5 294,400 07.625 20010301 20310201 360 2,083.74 20010501 357 293,756.70
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6873790650 080.0 364,000 07.375 20010501 20310401 360 2,514.06 20010501 359 363,723.02
6874669788 049.2 320,000 07.000 20010601 20310501 360 2,128.97 20010601 360 320,000.00
6875073279 080.0 320,000 07.500 20010501 20310401 360 2,237.49 20010501 359 319,762.51
6875409549 080.0 431,000 07.125 20010501 20310401 360 2,903.73 20010501 359 430,655.33
6878686432 080.0 456,800 07.250 20010501 20310401 360 3,116.19 20010501 359 456,443.64
6879224894 075.0 345,000 07.500 20010501 20310401 360 2,412.30 20010501 359 344,743.95
6880101115 077.4 650,000 07.250 20010601 20310501 360 4,434.15 20010601 360 650,000.00
6882921585 090.0 373,500 07.250 20010601 20310501 360 2,547.93 20010601 360 373,500.00
6883672336 074.5 365,000 07.250 20010601 20310501 360 2,489.95 20010601 360 365,000.00
6884203156 075.8 470,000 07.375 20010501 20310401 360 3,246.18 20010501 359 469,642.36
6886884383 058.8 500,000 06.875 20010601 20310501 360 3,284.65 20010601 360 500,000.00
6888883490 075.0 360,000 07.375 20010501 20310401 360 2,486.44 20010501 359 359,726.06
6889101033 080.0 352,000 07.250 20010501 20310401 360 2,401.27 20010501 359 351,725.40
6889153422 065.4 425,000 07.250 20010601 20310501 360 2,899.25 20010601 360 425,000.00
6889921703 080.0 500,000 06.750 20010601 20310501 360 3,243.00 20010601 360 500,000.00
6890760157 059.3 1,000,000 07.125 20010501 20310401 360 6,737.19 20010501 359 999,200.31
6891667773 063.6 445,374 07.375 20010501 20310401 360 3,076.09 20010501 359 445,035.10
6892660702 073.6 325,000 06.750 20010501 20310401 360 2,107.95 20010501 359 324,720.18
6893910833 073.9 410,000 07.250 20010501 20310401 360 2,796.93 20010501 359 409,680.15
6894259735 080.0 332,000 07.250 20010501 20310401 360 2,264.83 20010501 359 331,741.00
6895494323 038.9 340,000 07.125 20010501 20310401 360 2,290.65 20010501 359 339,728.10
6896530075 070.0 630,000 07.000 20010501 20310401 360 4,191.41 20010601 359 629,483.59
6898568438 080.0 362,400 07.250 20010501 20310401 360 2,472.21 20010501 359 362,117.29
6904535827 039.1 305,000 07.250 20010601 20310501 360 2,080.64 20010601 360 305,000.00
6905497498 075.7 312,000 07.625 20010601 20310501 360 2,208.32 20010601 360 312,000.00
6906630022 053.3 400,000 07.250 20010501 20310401 360 2,728.71 20010501 359 399,687.96
6906630188 079.2 455,200 07.375 20010501 20310401 360 3,143.96 20010501 359 454,853.62
6908028258 058.5 366,000 06.875 20010601 20310501 360 2,404.36 20010601 360 366,000.00
6908050419 076.9 342,081 07.375 20010601 20310501 360 2,362.67 20010601 360 342,081.00
6908604454 080.0 354,720 07.250 20010601 20310501 360 2,419.82 20010601 360 354,720.00
6909190289 078.5 365,000 07.625 20010501 20310401 360 2,583.45 20010501 359 364,735.82
6909768100 056.5 350,000 07.000 20010501 20310401 360 2,328.56 20010601 359 349,713.11
6910028890 055.0 550,000 07.375 20010601 20310501 360 3,798.72 20010601 360 550,000.00
6911385703 066.9 448,000 07.125 20010601 20310501 360 3,018.26 20010601 360 448,000.00
6911511704 070.0 362,000 07.875 20010501 20310401 360 2,624.76 20010501 359 361,750.87
6912410096 080.0 366,400 07.500 20010501 20310401 360 2,561.93 20010501 359 366,128.07
6912570055 062.2 404,300 07.500 20010601 20310501 360 2,826.93 20010601 360 404,300.00
6914279002 080.0 320,000 07.375 20010501 20310401 360 2,210.17 20010501 359 319,756.50
6914578056 069.4 485,646 07.500 20010601 20310501 360 3,395.71 20010601 360 485,646.00
6915560475 080.0 332,000 07.375 20010601 20310501 360 2,293.05 20010601 360 332,000.00
6916558684 080.0 512,000 07.375 20010501 20310401 360 3,536.26 20010501 359 511,610.41
6918377190 080.0 304,000 07.250 20010601 20310501 360 2,073.82 20010601 360 304,000.00
6918377620 070.0 439,600 08.125 20010501 20310401 360 3,264.02 20010501 359 439,312.44
6919550530 040.0 1,000,000 07.625 20010501 20310401 360 7,077.94 20010501 359 999,276.23
6921094295 059.4 475,000 07.500 20010501 20310401 360 3,321.27 20010501 359 474,647.48
6921254147 063.3 475,000 07.000 20010501 20310401 360 3,160.19 20010501 359 474,610.64
6922333569 080.0 547,200 07.625 20010501 20310401 360 3,873.05 20010501 359 546,803.95
6923151275 080.0 500,000 07.000 20010601 20310501 360 3,326.52 20010601 360 500,000.00
6924713339 044.1 375,000 07.375 20010501 20310401 360 2,590.04 20010501 359 374,714.65
6924876748 059.5 368,000 07.375 20010601 20310501 360 2,541.69 20010601 360 368,000.00
6925576032 080.0 476,333 07.375 20010501 20310401 360 3,289.92 20010501 359 475,970.54
6926744951 080.0 436,000 07.500 20010501 20310401 360 3,048.58 20010501 359 435,676.42
6927176401 053.8 350,000 07.500 20010501 20310401 360 2,447.26 20010501 359 349,740.24
6928893723 080.0 411,200 06.750 20010601 20310501 360 2,667.04 20010601 360 411,200.00
6929494554 080.0 517,600 07.125 20010501 20310401 360 3,487.17 20010501 359 517,186.08
6929647896 066.2 391,000 06.875 20010501 20310401 360 2,568.60 20010501 359 390,671.50
6930761579 046.4 650,000 07.000 20010501 20310401 360 4,324.47 20010501 359 649,467.20
6932183400 075.0 382,500 07.125 20010501 20310401 360 2,576.98 20010601 359 382,194.11
6932545095 080.0 880,000 07.250 20010501 20310401 360 6,003.16 20010601 359 879,313.51
6932612317 075.0 386,250 07.750 20010501 20310401 360 2,767.15 20010501 359 385,977.38
6934891869 080.0 308,000 07.250 20010501 20310401 360 2,101.11 20010601 359 307,759.72
6937146717 043.8 350,000 07.125 20010601 20310501 360 2,358.02 20010601 360 350,000.00
6938563415 079.8 459,000 07.500 20010601 20310501 360 3,209.40 20010601 360 459,000.00
6939780620 079.1 372,000 07.125 20010501 20310401 360 2,506.24 20010501 359 371,702.51
6941067321 078.8 335,000 07.125 20010501 20310401 360 2,256.96 20010501 359 334,732.10
6941512656 069.9 470,000 07.000 20010501 20310401 360 3,126.93 20010501 359 469,614.74
6941777127 080.0 319,200 07.500 20010501 20310401 360 2,231.90 20010501 359 318,963.10
6942265031 014.7 390,000 07.000 20010501 20310401 360 2,594.68 20010501 359 389,680.32
6942327252 075.0 543,750 07.750 20010401 20310301 360 3,895.50 20010501 358 542,979.96
6943132453 070.0 545,990 07.500 20010401 20310301 360 3,817.65 20010501 358 545,177.05
6946113757 070.0 340,000 07.375 20010601 20210501 240 2,713.09 20010601 240 340,000.00
6946577852 069.6 355,000 07.000 20010601 20310501 360 2,361.83 20010601 360 355,000.00
6947459605 063.6 350,000 07.125 20010501 20310401 360 2,358.02 20010601 359 349,720.11
6948783896 080.0 296,000 07.125 20010501 20310401 360 1,994.21 20010501 359 295,763.29
6952659362 080.0 303,920 07.250 20010501 20310401 360 2,073.28 20010501 359 303,682.90
6954258809 053.3 400,000 07.500 20010501 20310401 360 2,796.86 20010501 359 399,703.14
6957554436 070.0 476,000 07.250 20010501 20310401 360 3,247.16 20010501 359 475,628.67
6957957142 077.2 475,500 06.875 20010501 20310401 360 3,123.70 20010501 359 475,100.52
6959638427 047.9 517,000 07.250 20010501 20310401 360 3,526.86 20010501 359 516,596.68
6974945963 074.9 356,000 07.625 20010501 20310401 360 2,519.75 20010501 359 355,742.33
6978139167 080.0 508,000 06.875 20010501 20310401 360 3,337.20 20010501 359 507,573.22
6978775291 079.9 360,800 07.000 20010501 20310401 360 2,400.42 20010501 359 360,504.25
6982302835 080.0 505,600 07.125 20010501 20310401 360 3,406.33 20010501 359 505,195.67
6985393690 080.0 416,000 07.250 20010501 20310401 360 2,837.86 20010601 359 415,675.47
6988119779 072.8 356,800 07.500 20010501 20310401 360 2,494.80 20010501 359 356,535.20
6991187045 090.0 337,500 07.375 20010601 20310501 360 2,331.03 20010601 360 337,500.00
6992349529 080.0 528,000 07.000 20010501 20310401 360 3,512.80 20010601 359 527,567.20
6994899364 080.0 340,000 07.250 20010501 20310401 360 2,319.40 20010501 359 339,734.77
6995077663 090.0 440,000 07.875 20010501 20310401 360 3,190.31 20010501 359 439,697.19
6996419773 077.6 357,000 07.625 20010501 20310401 360 2,526.83 20010501 359 356,741.61
6996591431 090.0 308,700 08.000 20010501 20310401 360 2,265.14 20010501 359 308,492.86
Bank of America Securities (continued)
BOAMS 2001-06
30 YR
Loan Count: 1,189
Scheduled Balance: 501,340,530.79
W/A Interest Rate: 7.34%
Terms to Maturity W/A: 358
Loan Appraisal Sales
Number FICO Value Price
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0023801111 785 522,000 463,809
0028253557 741 845,000 -
0028522787 737 875,000 -
0028580504 696 413,000 410,312
0028918985 748 678,000 676,359
0028964666 747 393,000 385,393
0029091857 669 481,000 479,000
0029096765 777 560,000 -
0029141322 734 900,000 -
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0029162633 765 372,000 369,900
0029197761 741 445,000 415,000
0029219912 776 355,000 -
0029245974 773 530,000 -
0029307337 740 850,000 -
0029311644 670 400,000 399,500
0029312402 704 412,000 -
0029318003 767 387,000 -
0029321288 789 562,000 -
0029332939 721 460,000 460,000
0029333846 736 418,000 377,372
0029338035 728 872,000 -
0029338530 803 489,000 487,570
0029343860 738 796,000 740,335
0029346111 794 600,000 -
0029348596 714 1,295,000 1,295,000
0029351012 671 404,000 403,130
0029354586 641 486,000 -
0029361904 681 560,000 -
0029361987 745 1,575,000 1,575,000
0029364395 774 403,000 399,690
0029369493 720 450,000 450,000
0029369584 629 450,000 -
0029372596 771 640,000 640,000
0029373545 783 460,000 456,100
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0029391000 735 428,000 -
0029392164 658 550,000 -
0029392248 678 1,025,000 -
0029392594 711 390,000 -
0029400041 761 525,000 465,000
0029400082 786 385,000 -
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0029411568 633 444,000 435,000
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0029414521 748 435,000 -
0029415783 674 740,000 -
0029415833 727 380,000 -
0029416245 683 637,500 -
0029416328 756 1,200,000 -
0029416377 676 435,000 431,828
0029416500 741 390,000 390,000
0029416716 767 640,000 627,640
0029416740 784 680,000 -
0029420361 709 399,000 -
0029420387 802 470,000 441,170
0029420726 691 483,300 478,000
0029422458 689 530,000 -
0029423563 636 3,600,000 -
0029425592 674 425,000 -
0029425782 749 382,000 379,185
0029427135 759 460,000 460,000
0029427143 724 650,000 -
0029427200 704 452,000 -
0029427440 738 620,000 -
0029427473 754 548,000 -
0029429347 692 670,000 -
0029430543 635 750,000 -
0029430576 660 1,222,000 -
0029430758 731 550,000 550,000
0029431103 779 495,000 415,000
0029432028 781 571,000 -
0029432135 703 485,000 -
0029432242 764 549,250 549,161
0029433257 683 500,000 -
0029433349 742 610,000 -
0029433505 748 370,000 -
0029433554 777 400,000 399,900
0029434602 770 455,000 448,500
0029437142 744 415,000 410,000
0029438116 663 285,000 284,000
0029440443 761 437,000 437,000
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0029440666 682 420,000 420,000
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0029442597 806 672,500 672,372
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0029443710 634 455,000 453,247
0029445962 695 590,000 577,500
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0029447778 643 507,000 502,572
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0029449220 716 800,000 763,662
0029449949 675 520,000 -
0029452216 678 323,000 305,150
0029454568 747 535,000 -
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0029456423 763 450,000 450,000
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0029457538 690 364,000 363,911
0029458486 710 545,000 -
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0029465853 713 632,000 -
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0029489101 760 366,000 -
0029491404 740 1,700,000 -
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0029502929 763 420,000 -
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0029504610 696 355,000 -
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0029513611 766 460,000 422,000
0029513728 704 457,000 441,677
0029514718 712 531,500 -
0029515830 715 500,000 -
0029516747 672 802,000 795,000
0029518859 702 850,000 -
0029519147 763 880,000 -
0029520012 707 750,000 -
0029520210 778 550,000 -
0029521507 759 450,000 -
0029521754 779 565,000 -
0029521879 702 640,000 -
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0029523529 602 620,000 610,000
0029526670 683 550,000 -
0029527157 694 495,000 -
0029527280 797 544,500 540,000
0029527371 771 425,000 419,000
0029527587 692 600,000 600,000
0029527991 770 535,000 -
0029528593 696 593,000 567,450
0029528783 689 810,000 -
0029529278 789 435,000 -
0029529575 729 670,000 -
0029530037 682 475,000 475,000
0029530052 761 416,000 403,520
0029530060 672 2,700,000 -
0029530110 732 455,000 432,900
0029530177 792 490,000 -
0029530946 665 450,000 -
0029531324 661 585,000 575,000
0029531761 629 499,000 494,250
0029531878 735 550,000 550,000
0029532017 655 700,000 -
0029532397 748 385,000 384,500
0029533007 653 440,000 430,000
0029533569 754 650,000 -
0029536331 756 715,000 -
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0029537479 757 394,000 365,000
0029537909 779 630,000 629,900
0029538923 757 3,750,000 -
0029539517 769 675,000 -
0029540150 735 690,000 687,000
0029540770 746 417,000 -
0029541349 717 423,000 -
0029541828 640 386,000 -
0029543980 799 418,000 415,000
0029544780 708 415,000 412,500
0029544855 727 449,000 430,000
0029545001 674 545,000 540,000
0029545340 732 442,000 442,000
0029545746 729 501,000 497,664
0029545803 771 500,000 -
0029546587 705 475,000 -
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0029547726 771 556,000 555,900
0029548849 638 325,000 322,000
0029548880 744 435,000 -
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0029549235 757 610,000 603,468
0029549268 781 614,000 -
0029550787 735 820,000 -
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0029550969 762 415,000 415,000
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0029553526 746 560,000 -
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0029571213 707 700,000 -
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6692610014 720 420,000 -
6693380690 741 420,000 -
6695590858 779 475,000 466,900
6696714465 776 420,000 416,750
6697305917 714 1,475,000 -
6698593099 792 525,000 525,000
6698777544 767 399,500 392,500
6700085787 734 766,000 -
6702601490 692 550,000 -
6702715845 705 401,000 400,000
6703576964 727 1,150,000 -
6707084114 699 365,000 365,000
6708523870 775 580,000 -
6710434991 722 765,000 -
6711245255 663 395,000 394,000
6711379690 766 875,000 -
6711784659 774 440,000 -
6713195649 760 430,000 -
6714091466 675 2,765,000 2,765,000
6715447303 693 660,000 -
6718354324 791 805,000 805,000
6721852710 667 430,000 429,000
6722105886 742 482,000 -
6722501399 752 825,000 -
6723394539 606 650,000 -
6725414400 745 1,100,000 -
6727101260 765 885,000 -
6729601960 728 395,000 -
6730000004 765 4,500,000 -
6731721772 769 1,450,000 -
6732643280 620 320,000 320,000
6732920191 686 435,000 435,000
6733129511 678 540,000 540,000
6733192055 703 605,000 -
6733752700 673 570,000 -
6734969584 723 510,000 -
6736584019 779 490,000 -
6736732295 698 501,000 -
6737093309 741 390,000 385,000
6737467842 695 550,000 500,000
6737749900 748 595,000 573,000
6739178660 741 560,000 560,000
6739611793 780 609,000 609,000
6740078446 762 550,000 -
6740096216 702 450,000 -
6742985010 788 590,000 -
6747346838 753 875,000 -
6748613483 770 864,000 860,000
6748702294 704 419,000 419,000
6748928725 768 512,000 511,071
6749934573 791 1,650,000 -
6750254424 771 700,000 690,000
6750792563 780 650,000 650,000
6754176128 705 742,000 -
6754239611 738 383,500 -
6757212862 750 505,000 -
6757799017 677 390,000 -
6760527967 786 550,000 -
6760865185 699 395,000 392,000
6761359238 683 400,000 -
6762502331 751 777,000 -
6762961628 704 442,000 413,000
6762979174 675 390,000 390,000
6766097882 752 569,000 568,500
6767426841 695 910,000 -
6767440727 798 925,000 911,000
6768322445 777 640,000 601,000
6770622774 759 465,000 -
6774420068 694 650,000 -
6777158228 692 630,000 -
6778187937 636 430,000 430,000
6778461381 782 695,000 695,000
6778793643 673 686,000 675,000
6781329955 680 820,000 775,000
6783741157 757 800,000 -
6786717790 729 675,000 -
6788476213 654 1,050,000 -
6789911275 688 615,000 -
6790402165 749 411,000 -
6790852880 779 406,000 394,833
6790917188 671 682,000 -
6793054021 613 297,000 297,000
6793370112 782 1,000,000 867,606
6795019147 752 660,000 660,000
6795392395 697 750,000 -
6796190004 727 450,000 -
6798122922 779 1,100,000 -
6798391022 775 301,000 301,000
6802223484 635 780,000 -
6802277068 751 1,475,000 -
6803428025 739 460,000 457,000
6804655832 794 1,200,000 -
6806608276 701 830,000 840,804
6808864844 770 750,000 -
6810847241 788 1,130,000 1,105,000
6811187100 712 567,000 -
6813163331 724 530,000 519,950
6814836133 813 500,000 500,000
6817754002 778 515,000 -
6819082998 757 1,175,000 1,210,000
6821275697 782 608,000 562,500
6821618359 742 1,400,000 -
6821687024 787 831,000 -
6825413211 709 490,000 490,000
6826642388 763 392,000 -
6828118726 638 373,000 365,000
6830246192 790 455,000 455,000
6831116261 713 875,000 875,000
6832907692 753 1,700,000 -
6833774489 694 490,000 489,858
6836705449 713 1,325,000 1,275,000
6836792868 786 640,000 -
6837882262 685 1,501,000 1,500,777
6837887212 659 1,028,000 -
6839348304 728 610,000 610,000
6841172064 765 700,000 -
6841281451 758 455,000 -
6841459727 731 1,510,000 1,510,000
6841845032 781 693,000 693,000
6842906734 783 585,000 585,000
6843319085 683 555,000 -
6845586020 687 833,000 823,500
6847149439 691 778,000 -
6848349442 701 1,552,250 1,550,000
6849916322 734 900,000 -
6850048403 717 415,000 -
6850407609 743 815,000 -
6851313921 729 798,000 795,000
6852091732 759 400,000 -
6853112446 724 725,000 -
6853125414 725 600,000 -
6855104961 776 491,000 490,000
6855125065 771 975,000 923,104
6856153793 778 2,800,000 -
6857644915 665 325,000 312,000
6859381474 745 512,000 511,667
6860384970 743 920,000 916,000
6860529871 791 685,000 -
6861603055 742 480,000 450,000
6863160138 789 550,000 -
6863987456 705 560,000 -
6865853532 746 640,000 -
6867400134 753 625,000 610,000
6868126290 706 495,000 -
6869688132 774 370,000 369,000
6870216022 672 545,000 -
6870300099 717 430,000 430,000
6873413170 720 570,000 -
6873790650 724 455,000 -
6874669788 764 650,000 -
6875073279 765 400,000 400,000
6875409549 762 539,000 539,000
6878686432 782 571,000 571,000
6879224894 701 460,000 -
6880101115 754 860,000 839,500
6882921585 729 415,000 -
6883672336 788 490,000 -
6884203156 673 620,000 -
6886884383 768 925,000 850,000
6888883490 701 480,000 -
6889101033 764 440,000 440,000
6889153422 756 650,000 -
6889921703 782 625,000 -
6890760157 739 1,685,000 1,685,000
6891667773 772 700,000 -
6892660702 768 465,000 441,850
6893910833 664 555,000 -
6894259735 763 415,000 415,000
6895494323 792 875,000 -
6896530075 714 900,000 -
6898568438 768 453,000 453,000
6904535827 748 780,000 -
6905497498 692 417,000 412,000
6906630022 821 750,000 -
6906630188 746 575,000 -
6908028258 797 630,000 626,000
6908050419 680 445,000 -
6908604454 772 445,000 443,400
6909190289 763 465,000 -
6909768100 687 620,000 -
6910028890 687 1,000,000 -
6911385703 778 670,000 -
6911511704 767 517,142 -
6912410096 736 458,000 458,000
6912570055 747 650,000 -
6914279002 786 405,000 400,000
6914578056 768 700,000 -
6915560475 722 415,000 415,000
6916558684 761 640,000 640,000
6918377190 757 380,000 380,000
6918377620 609 628,000 -
6919550530 674 2,500,000 -
6921094295 668 800,000 -
6921254147 716 750,000 -
6922333569 650 685,000 684,000
6923151275 757 625,000 -
6924713339 786 850,000 -
6924876748 801 618,000 -
6925576032 679 600,000 595,417
6926744951 764 545,000 -
6927176401 782 650,000 -
6928893723 726 514,000 514,000
6929494554 720 647,000 647,000
6929647896 658 591,000 591,000
6930761579 774 1,400,000 1,400,000
6932183400 690 510,000 510,000
6932545095 791 1,350,000 1,100,000
6932612317 683 515,000 -
6934891869 677 390,000 385,000
6937146717 763 800,000 -
6938563415 745 575,000 -
6939780620 762 470,000 -
6941067321 737 425,000 425,000
6941512656 720 672,000 672,000
6941777127 781 410,000 399,000
6942265031 767 2,650,000 -
6942327252 727 730,000 725,000
6943132453 746 780,000 -
6946113757 700 486,000 -
6946577852 668 510,000 -
6947459605 756 550,000 -
6948783896 779 380,000 370,000
6952659362 789 380,000 379,900
6954258809 654 751,000 -
6957554436 701 680,000 -
6957957142 770 620,000 616,000
6959638427 715 1,080,000 -
6974945963 682 475,000 -
6978139167 745 635,000 635,000
6978775291 790 460,000 451,750
6982302835 762 640,000 632,000
6985393690 653 528,000 520,000
6988119779 723 490,000 -
6991187045 000 380,000 375,000
6992349529 777 665,000 660,000
6994899364 654 425,000 -
6995077663 708 495,000 489,000
6996419773 621 460,000 -
6996591431 753 343,000 -
EXHIBIT D-2
LOAN GROUP 2 MORTGAGE LOAN SCHEDULE
Bank of America Securities
BOAMS 2001-6
15 YR
Loan Count: 278
Scheduled PB: 125,417,551.68
Interest Rate W/A: 7.29%
Terms to Maturity W/A: 177
Loan Borrower Zip Property Loan
Number Last Name State Code Type Occupancy Purpose
0028763472 COETZER FL 33160 High-Rise Condo Primary Purchase
0028970572 WOLF PA 18938 Single Family Primary Refinance
0029001443 MOELLER TX 77055 PUD Primary Purchase
0029019643 MCGUIRE IL 61822 Single Family Primary Purchase
0029039765 LUDEMAN VA 22576 Single Family Secondary Cash-out Refinance
0029046166 FRANKEL NC 27055 Single Family Primary Refinance
0029047149 MAVROMATIS MD 20872 PUD Primary Purchase
0029138872 RUSSEL MD 21813 PUD Secondary Purchase
0029150471 GARCIA KS 66224 PUD Primary Purchase
0029189230 HOTT JR CO 80525 PUD Primary Refinance
0029193737 BERETTA CA 92657 PUD Primary Purchase
0029195898 BENNETT DC 20037 Condominimum Primary Purchase
0029199932 TRUONG CA 95138 Single Family Primary Refinance
0029207958 ZHENG MD 20850 PUD Primary Purchase
0029222585 LOVELESS JR AL 35223 Single Family Primary Refinance
0029290178 PECCHIO GA 30145 PUD Primary Purchase
0029292059 COHEN FL 33328 PUD Primary Purchase
0029306594 MCNEIR IL 60048 Single Family Primary Cash-out Refinance
0029328374 CHAO CA 91754 Single Family Primary Refinance
0029328457 HAUKENESS CO 80304 Single Family Primary Cash-out Refinance
0029330115 WRIGHT MN 55346 Single Family Primary Purchase
0029330586 ROTHSTEIN MN 55331 Single Family Primary Cash-out Refinance
0029341443 MELO FL 33328 PUD Primary Purchase
0029341526 SHETH GA 30329 Single Family Primary Refinance
0029361078 GRAM MD 21037 PUD Primary Purchase
0029367109 MCCANN OK 74137 Single Family Primary Refinance
0029368024 RAZZAQUI CA 95020 Single Family Primary Refinance
0029368081 HOWE AZ 86001 PUD Primary Refinance
0029368115 OLSON AZ 85331 PUD Primary Purchase
0029368305 MARSHALL MA 02632 Single Family Primary Purchase
0029375912 WILDENTHAL TX 75219 High-Rise Condo Primary Purchase
0029387826 POWELL VA 23220 Single Family Primary Refinance
0029393451 CHA OK 74011 Single Family Primary Purchase
0029396447 HATCH TX 76449 Single Family Secondary Refinance
0029399854 LEWIN CA 90036 Single Family Primary Refinance
0029404456 WARNER CO 80482 PUD Secondary Purchase
0029405073 BEGLE JR DC 20008 Single Family Primary Cash-out Refinance
0029408192 VILASI JR FL 34202 PUD Primary Purchase
0029422235 LEES CA 91604 Single Family Primary Cash-out Refinance
0029423076 LESLIE FL 33772 Single Family Primary Cash-out Refinance
0029424991 FREED CA 95602 PUD Primary Purchase
0029431640 MEAGHER WA 98040 Single Family Primary Refinance
0029433604 VON BARGEN WA 98199 Single Family Primary Purchase
0029438785 BARES TN 38018 PUD Primary Purchase
0029442860 PROVINS NV 89134 PUD Primary Purchase
0029457579 MACDONALD CA 94538 Single Family Primary Cash-out Refinance
0029458403 MCCANDLESS TX 75087 Single Family Primary Purchase
0029459872 ZANAN FL 33154 Condominimum Secondary Purchase
0029461043 CHURCHMAN TX 75093 PUD Primary Purchase
0029463973 LUCAS VA 22305 Single Family Primary Refinance
0029464435 LEVERMORE DC 20007 Single Family Primary Purchase
0029468428 PRENGLER TX 75248 Single Family Primary Refinance
0029470952 MOSHTAGHI SC 29492 PUD Primary Refinance
0029471281 GERAGHTY CO 80525 PUD Primary Purchase
0029472354 TAGGART SC 29401 Single Family Secondary Refinance
0029473253 TSENG TX 75079 PUD Primary Purchase
0029476785 WATKINS WA 98335 Single Family Primary Refinance
0029482940 MANDELKER OH 43017 Single Family Primary Refinance
0029482957 ORNDORFF JR MD 21842 Condominimum Secondary Purchase
0029486149 CLING OR 97403 Single Family Primary Cash-out Refinance
0029501848 KELLER SC 29690 Single Family Primary Cash-out Refinance
0029510922 ZALOBA TN 37067 Single Family Primary Refinance
0029532181 KHWICE MN 55386 Single Family Primary Cash-out Refinance
0029534757 BANNING JR VA 24121 PUD Secondary Refinance
0029541877 TRAN WA 98029 PUD Primary Purchase
0029548757 COWEN TX 78248 PUD Primary Purchase
0029551959 WAN CA 91006 Single Family Primary Purchase
0029555638 ATHERTON JR TX 77401 Single Family Primary Purchase
0029555844 PARK CA 92646 PUD Primary Cash-out Refinance
0029562055 TANG KS 66224 PUD Primary Refinance
0029564143 GEORGE IL 62707 Single Family Primary Refinance
0029569704 GRAHAM IL 60048 Single Family Primary Refinance
0029571403 POLLACK WI 53092 Single Family Primary Refinance
0029571411 SLOTTERBACK WI 53226 Single Family Primary Purchase
0029571460 SODERGREN CT 06419 Single Family Primary Purchase
0029571510 JARRARD WI 53705 Single Family Primary Refinance
0029571528 HARTMAN IA 52403 Single Family Primary Purchase
0029571536 KULWIN MA 02568 Single Family Secondary Purchase
0029571726 BEADERSTADT IA 52753 Single Family Primary Purchase
0029571775 KALAND WI 53045 PUD Primary Cash-out Refinance
0029571783 BORYS IL 60126 Single Family Primary Purchase
0029571791 CAHAIL MO 65020 Single Family Primary Refinance
0029571817 BURNS FL 33770 Single Family Primary Purchase
0029572120 OWENS AZ 85054 PUD Primary Purchase
0029577624 CHIVINGTON IL 60540 Single Family Primary Refinance
0029577657 HARMON IA 52403 Single Family Primary Refinance
0029577665 GRISONI AZ 85259 PUD Primary Purchase
0029580784 PILANUN MD 20854 Single Family Primary Refinance
0029582111 YEH VA 22209 PUD Primary Refinance
0029582442 GRIFFIN MD 20723 PUD Primary Purchase
0029582632 ALLISON TX 75231 Single Family Primary Purchase
0029582715 WEST TN 37922 PUD Primary Refinance
0029582889 LEE NY 10304 Single Family Primary Purchase
0029582947 PIERSON NJ 07976 Single Family Primary Cash-out Refinance
0029603545 JORDAN VA 23454 Single Family Primary Refinance
0029638715 FLURY MD 21401 PUD Primary Purchase
0099018798 GORDEYCHEV CA 94546 Single Family Primary Cash-out Refinance
0099019416 VICK JR CO 80816 Single Family Secondary Refinance
0099024564 LANCASTER GA 30331 PUD Primary Refinance
0099024820 DOAN CA 95148 Single Family Primary Refinance
6001016499 LEE CA 94122 Single Family Primary Refinance
6001843041 KASTEN CA 91302 PUD Primary Cash-out Refinance
6001971214 KEESTER FL 32034 PUD Primary Refinance
6005344988 NEVIN CA 94941 Single Family Primary Refinance
6020092257 NOMI DDS WA 98008 Single Family Primary Refinance
6025516276 KELLY CA 92651 Single Family Secondary Purchase
6035467213 STEIN WI 53217 Single Family Primary Purchase
6036603410 THOMAS CA 94563 Single Family Primary Refinance
6036658588 CRUZ NV 89109 High-Rise Condo Secondary Purchase
6072019232 CIRILLO CA 92110 Single Family Primary Refinance
6072643213 HARRIS SC 29576 Single Family Secondary Purchase
6076139846 ANDERSON CA 90049 Single Family Primary Refinance
6076224770 ELYAKIM NY 11229 Single Family Primary Purchase
6082649846 GIROLAMI CA 94010 Single Family Primary Refinance
6089568940 HAISLIP CA 95220 Single Family Primary Cash-out Refinance
6090426294 VON SPRECKEN CA 92887 Single Family Primary Refinance
6094046908 CHILD CA 92653 PUD Primary Refinance
6100033320 SUTERA AZ 86442 Single Family Primary Refinance
6101088356 HAMMOND MI 48167 Single Family Primary Refinance
6121188038 WANG CA 94306 Single Family Primary Refinance
6134443651 BIEN CA 94558 Single Family Primary Refinance
6139627076 HERMAN SR NC 27215 Single Family Primary Cash-out Refinance
6140655942 BASSHAM CA 92128 PUD Primary Cash-out Refinance
6143460712 HOVANNESSIAN CA 91011 Single Family Primary Cash-out Refinance
6149140730 QUATEMAN CA 90265 Condominimum Secondary Purchase
6151883383 DAVID GA 30307 Single Family Primary Cash-out Refinance
6153925703 JAHN IL 60464 Single Family Primary Refinance
6160994858 WEST FL 33040 Single Family Secondary Purchase
6163480004 FORSLUND MN 56472 Single Family Secondary Purchase
6165726297 UMBREIT CA 91604 Single Family Primary Refinance
6168654942 WINTER IL 60022 Single Family Primary Refinance
6169469092 BRAMBILA CA 91910 Single Family Primary Purchase
6196907700 KOCHER CA 94025 PUD Primary Refinance
6200658174 HESS MD 21012 Single Family Primary Cash-out Refinance
6204042318 GERSH MD 20815 Single Family Primary Cash-out Refinance
6204073669 FEIN CA 91607 Single Family Primary Refinance
6210879034 WIMER VA 22101 PUD Primary Cash-out Refinance
6215518082 GREENE III NC 27932 Single Family Primary Refinance
6217110292 BERMAN MI 48304 Single Family Primary Refinance
6226717004 BLAKESLEE SR VA 20151 PUD Primary Purchase
6235869127 DUFFY CA 94115 Condominimum Primary Cash-out Refinance
6241337630 NGUYEN CA 91107 Single Family Primary Purchase
6254217174 ADAMS CA 93953 Single Family Secondary Refinance
6263556869 SMITH JR GA 31768 Single Family Primary Refinance
6273578317 SCHECHTER FL 33483 Condominimum Primary Purchase
6281039930 YERUSHALMI NV 89109 High-Rise Condo Secondary Purchase
6285483555 WONG CA 95125 PUD Primary Refinance
6293301823 BERGESON GA 30307 PUD Primary Purchase
6296689497 TAVENNER VA 23838 PUD Primary Purchase
6298811263 SNYDER CA 91316 Single Family Primary Refinance
6306017143 RANDOLPH JR PA 19087 Single Family Primary Cash-out Refinance
6306279941 NGUYEN CA 92648 PUD Primary Cash-out Refinance
6309601398 KEVESEVIC CA 94550 Single Family Primary Purchase
6309778790 SIMINITUS CA 94402 Single Family Primary Refinance
6321987130 EWERS TX 75219 High-Rise Condo Primary Purchase
6329305566 WOLOWICZ CA 90275 Single Family Primary Refinance
6330980811 ROBBINS CA 93908 Single Family Primary Cash-out Refinance
6332699658 MAYER WA 98004 Condominimum Primary Refinance
6333135165 VANDENBRINK WA 98072 Single Family Primary Cash-out Refinance
6341723713 GROTH MI 49085 Single Family Primary Purchase
6344447161 CHO CA 94539 Single Family Primary Refinance
6348696425 YU CA 91108 Single Family Primary Purchase
6348924942 SKOLNICK CA 91302 PUD Primary Refinance
6355615540 CALDWELL FL 33767 High-Rise Condo Primary Purchase
6358721915 RAMSEY CA 95630 Single Family Primary Cash-out Refinance
6359648349 AYRES DC 20016 Condominimum Primary Refinance
6363856250 JONES CA 94403 Single Family Primary Refinance
6366792189 ASHTON CA 91362 PUD Primary Refinance
6367641971 MILLER CO 80503 PUD Primary Refinance
6369860363 HARRIS NC 27927 PUD Secondary Refinance
6384741846 GREGORY CA 94514 PUD Primary Cash-out Refinance
6385380966 CROWE SC 29672 Single Family Secondary Cash-out Refinance
6388729599 DURHAM CA 95030 Single Family Primary Refinance
6391766166 GELLING CA 92705 Single Family Primary Cash-out Refinance
6406395381 HUANG CA 92657 Single Family Primary Refinance
6421788974 BERI CT 06820 Single Family Primary Purchase
6425607097 GREENSPOON FL 33021 Single Family Primary Refinance
6440724901 STEIN MD 20850 PUD Primary Refinance
6449608873 DEPHILIPPIS CA 92118 PUD Primary Refinance
6464373767 AINGE VA 20194 PUD Primary Purchase
6466464101 FEINBERG FL 33021 PUD Primary Refinance
6467260318 LAROCHE SC 29020 Single Family Primary Cash-out Refinance
6476870339 NEWHALL CA 95032 Single Family Primary Cash-out Refinance
6485742099 SUMMER NC 27310 Single Family Primary Cash-out Refinance
6494654533 SINGH TAGORE CA 93727 Single Family Primary Cash-out Refinance
6509581242 GETSAY TN 37212 Single Family Primary Purchase
6510973768 DELGADO CA 90266 PUD Primary Cash-out Refinance
6519100827 GREENHALGH CA 95616 Single Family Primary Cash-out Refinance
6527101478 BUARQUE DE MACE DC 20016 PUD Investor Refinance
6530183984 DANIELS MD 21601 Single Family Primary Refinance
6530869947 MCDOUGALL AZ 85020 PUD Primary Purchase
6533624612 PAPADOPOULOS CA 94903 PUD Primary Purchase
6535311861 JAMES NV 89109 High-Rise Condo Primary Purchase
6542311565 FELDMAN MD 20815 High-Rise Condo Primary Refinance
6545654029 CHAJET VA 22102 Single Family Primary Refinance
6562830122 WHITLATCH OH 45241 PUD Primary Refinance
6567692568 WEINBERGER NV 89448 Single Family Secondary Refinance
6579232767 PFEFFER MD 20817 Single Family Primary Refinance
6582250293 CONSORTI CA 94024 Single Family Primary Cash-out Refinance
6585723171 GUNAPALA CA 91381 PUD Primary Refinance
6586721976 RAGUSO FL 34242 Single Family Primary Refinance
6589094074 HESS ID 83703 PUD Primary Cash-out Refinance
6594485010 ZASLAV VA 23220 Single Family Primary Cash-out Refinance
6597376604 YEE CA 94030 Single Family Primary Purchase
6607504237 DAHN AZ 86301 Single Family Primary Cash-out Refinance
6610158120 LASKIN FL 33332 PUD Primary Refinance
6622579818 HARRISON CA 90292 High-Rise Condo Primary Purchase
6629399269 LEE CA 92009 PUD Primary Refinance
6635425280 WEISS IL 60062 Single Family Primary Cash-out Refinance
6637569002 SILVAN CA 92677 PUD Primary Refinance
6654328803 CHANG CA 91108 Single Family Primary Refinance
6658967754 LEONG CA 95661 Single Family Primary Refinance
6664022370 HUANG CA 92657 PUD Primary Refinance
6664818413 ADAMS CA 92067 PUD Primary Refinance
6665188469 SHANNON CA 91709 Single Family Primary Refinance
6666089591 GRAVES CA 92262 Single Family Primary Refinance
6667921156 GOLDBLUM CA 92648 Single Family Primary Refinance
6686233500 DISBENNETT CA 94131 Condominimum Primary Refinance
6686392181 WHITE FL 32963 Condominimum Secondary Purchase
6689234414 LIPPERT CA 91367 Single Family Primary Refinance
6691010638 TODD CA 91739 Single Family Primary Purchase
6699991953 ABBOTT CA 94109 Condominimum Primary Refinance
6703270667 CAREY CA 92660 Condominimum Primary Purchase
6723185945 MANIAGO DC 20037 High-Rise Condo Primary Purchase
6723201700 JONES JR CA 91106 Single Family Primary Refinance
6723481047 NEWELL CA 90024 Single Family Secondary Purchase
6724738981 THOMES FL 33037 Condominimum Primary Cash-out Refinance
6727244714 SCHUSSEL SC 29466 PUD Primary Purchase
6729863669 CARUSO NY 11790 Single Family Primary Cash-out Refinance
6738979332 NORTHCUTT SC 29016 Single Family Primary Refinance
6740345399 RODGERS CA 94566 Single Family Primary Cash-out Refinance
6743152263 ROJAS FL 33183 Single Family Primary Cash-out Refinance
6746075800 WELBORN NV 89109 High-Rise Condo Secondary Purchase
6749061922 NEWMAN CA 92646 Single Family Primary Cash-out Refinance
6754057625 SHAW FL 32503 Single Family Primary Refinance
6768734847 ARNETT D D S CA 91362 PUD Primary Cash-out Refinance
6772352867 POPE CA 92253 PUD Secondary Purchase
6777597631 CHISM CA 92677 PUD Primary Refinance
6779773552 KATSANIS SC 29420 PUD Primary Refinance
6786766847 PINTO CA 94086 Single Family Primary Refinance
6802383304 PARK CA 92835 Single Family Primary Refinance
6804004429 NAUMOVSKY PA 18954 Single Family Primary Refinance
6807845539 DO CA 95014 Single Family Primary Purchase
6808288911 WOODARD MO 63131 Single Family Primary Refinance
6809696237 YANG CA 95138 PUD Primary Refinance
6813513246 HERBERT SC 29407 PUD Primary Cash-out Refinance
6814359045 MARSHALL NC 27927 PUD Secondary Purchase
6815277949 COHEN FL 33483 Single Family Primary Cash-out Refinance
6818101856 DE LATEUR CA 94024 Single Family Primary Cash-out Refinance
6829222923 HENNINGSEN NM 87571 Single Family Primary Refinance
6831855512 LEE CA 94923 PUD Primary Refinance
6837272092 BUARQUE DE MACE DC 20016 PUD Investor Refinance
6838171491 BUARQUE DE MACE DC 20016 PUD Investor Refinance
6843856672 WOOD CO 80027 PUD Primary Refinance
6847051734 JOHNSON NC 28374 PUD Primary Refinance
6855156334 RICKER M D CA 90020 Single Family Primary Refinance
6858284117 ROSS CA 92270 Single Family Secondary Refinance
6858807941 JOLSVAY MN 55305 Single Family Primary Refinance
6859115039 CHANG CA 94530 Single Family Primary Purchase
6864657975 ABBOTT FL 33325 PUD Primary Purchase
6865325366 LAI VA 22181 PUD Primary Refinance
6873251174 TONG CA 94010 Single Family Primary Refinance
6884813152 ARBUTHNOT CA 90069 Single Family Primary Refinance
6895310719 BALTER IL 60062 Single Family Primary Refinance
6900510394 HSU CA 94539 Single Family Primary Refinance
6910042982 LEE CA 94550 Single Family Primary Refinance
6911872320 REDFORD WA 98177 Single Family Primary Cash-out Refinance
6921178650 MOYER VA 20132 Single Family Primary Purchase
6923666561 BEDELL MO 63105 Condominimum Primary Purchase
6927097482 BEALL AZ 85215 Single Family Primary Cash-out Refinance
6948790099 BRUNO CA 94401 Condominimum Primary Cash-out Refinance
6956342239 MCKERLEY NV 89109 High-Rise Condo Primary Purchase
6956472226 REED CA 95630 Single Family Primary Refinance
6967478840 PERLMUTTER CA 94602 Single Family Primary Cash-out Refinance
6972321985 EDNALINO NY 10016 High-Rise Condo Primary Purchase
6982047786 VELASCO IL 60521 Single Family Primary Cash-out Refinance
6994358445 STEED TN 37205 Single Family Primary Refinance
6999002022 VAUGHT CA 92110 Single Family Primary Cash-out Refinance
Bank of America Securities (continued)
BOAMS 2001-6
15 YR
Loan Count: 278
Scheduled PB: 125,417,551.68
Interest Rate W/A: 7.29%
Terms to Maturity W/A: 177
Loan Orig Interest 1st Pymt Maturity Orig Original Current Next Remaining Scheduled
Number Doc Type LTV Rate Date Date Term PB P & I Due Date Term Balance
0028763472 Standard 80.000 8.500 20000901 20150801 180 472,800 4,655.85 20010501 171 460,699.54
0028970572 Standard 61.100 7.500 20001201 20151101 180 281,000 2,604.91 20010501 174 273,280.54
0029001443 Standard 80.000 8.000 20001201 20151101 180 275,900 2,636.64 20010501 174 271,035.72
0029019643 Standard 80.000 7.875 20010101 20151201 180 290,000 2,750.50 20010501 175 285,707.15
0029039765 Standard 46.200 8.125 20010101 20151201 180 600,000 5,777.29 20010501 175 591,309.15
0029046166 Standard 78.900 7.875 20010201 20140901 164 600,000 5,984.70 20010501 160 591,730.24
0029047149 Reduced 70.000 7.500 20010401 20160301 180 425,000 3,939.80 20010501 178 422,424.79
0029138872 Reduced 60.000 7.750 20010201 20160101 180 450,000 4,235.74 20010501 176 444,333.04
0029150471 Standard 80.000 8.000 20010201 20160101 180 306,908 2,932.98 20010501 176 303,324.66
0029189230 Standard 76.600 7.500 20010201 20160101 180 367,500 3,406.77 20010501 176 362,901.63
0029193737 Standard 36.800 7.875 20010101 20151201 180 380,000 3,604.11 20010501 175 374,374.86
0029195898 Standard 54.900 7.625 20010101 20151201 180 400,000 3,736.52 20010501 175 393,812.60
0029199932 Standard 26.300 7.750 20010201 20160101 180 408,000 3,840.41 20010501 176 402,647.51
0029207958 Standard 79.700 7.875 20010201 20160101 180 450,000 4,268.03 20010501 176 444,688.39
0029222585 Reduced 64.300 7.625 20010301 20160201 180 514,000 4,801.43 20010501 177 509,364.51
0029290178 Standard 80.000 7.375 20010201 20160101 180 560,000 5,151.57 20010501 176 553,097.08
0029292059 Reduced 70.000 7.625 20010201 20160101 180 350,000 3,269.45 20010501 176 270,141.59
0029306594 Standard 73.000 8.000 20010201 20160101 180 420,000 4,013.74 20010501 176 415,096.27
0029328374 Standard 65.500 7.250 20010301 20160201 180 327,598 2,990.52 20010501 177 322,524.17
0029328457 Reduced 70.000 7.500 20010401 20160301 180 420,000 3,893.46 20010501 178 417,455.15
0029330115 Reduced 79.800 7.125 20010301 20160201 180 395,000 3,578.04 20010501 177 391,279.81
0029330586 Reduced 73.200 7.250 20010401 20160301 180 366,000 3,341.08 20010501 178 363,733.51
0029341443 Reduced 73.000 7.250 20010301 20160201 180 550,000 5,020.75 20010601 177 544,875.67
0029341526 Standard 90.000 7.625 20010201 20160101 180 564,300 5,271.29 20010601 176 557,492.93
0029361078 Reduced 80.000 7.250 20010201 20160101 180 436,800 3,987.39 20010501 176 431,357.36
0029367109 Standard 75.400 7.250 20010401 20160301 180 309,000 2,820.75 20010501 178 307,086.49
0029368024 Standard 42.200 7.750 20001101 20151001 180 327,000 3,077.97 20010501 173 318,162.58
0029368081 Standard 72.000 7.875 20010101 20151201 180 450,000 4,268.03 20010501 175 443,274.06
0029368115 Standard 80.000 7.875 20010201 20160101 180 416,000 3,945.55 20010501 176 411,089.71
0029368305 Standard 33.900 7.875 20010101 20151201 180 500,000 4,742.25 20010501 175 492,598.49
0029375912 Standard 80.000 7.125 20010401 20160301 180 503,200 4,558.14 20010501 178 500,049.90
0029387826 Standard 66.200 7.125 20010401 20160301 180 440,000 3,985.66 20010501 178 437,245.53
0029393451 Standard 90.000 7.250 20010401 20160301 180 331,200 3,023.40 20010501 178 329,149.02
0029396447 Standard 67.300 7.250 20010501 20160401 180 327,203 2,986.92 20010501 179 326,192.93
0029399854 Standard 63.700 7.500 20010401 20160301 180 382,000 3,541.19 20010501 178 379,685.41
0029404456 Standard 79.900 7.250 20010401 20160301 180 319,200 2,913.86 20010501 178 317,223.33
0029405073 Standard 55.600 7.375 20010401 20160301 180 450,000 4,139.65 20010401 178 447,243.51
0029408192 Standard 80.000 7.750 19990901 20131201 172 419,800 4,049.38 20010501 151 389,807.07
0029422235 Stated 68.400 7.125 20010501 20160401 180 320,623 2,904.30 20010601 179 319,621.63
0029423076 Reduced 53.100 7.000 20010501 20160401 180 411,750 3,700.93 20010501 179 410,450.95
0029424991 Standard 80.000 7.500 20010301 20160201 180 562,500 5,214.45 20010501 177 557,371.61
0029431640 Standard 37.500 7.125 20010401 20160301 180 450,000 4,076.25 20010501 178 447,182.92
0029433604 Standard 80.000 7.250 20010401 20160301 180 484,000 4,418.26 20010501 178 480,813.40
0029438785 Standard 80.000 7.375 20010401 20160301 180 340,000 3,127.74 20010601 178 337,917.30
0029442860 Reduced 73.900 7.125 20010501 20160401 180 425,000 3,849.79 20010501 179 423,673.65
0029457579 Reduced 71.400 6.625 20010301 20160201 180 300,000 2,633.98 20010601 177 296,977.33
0029458403 Reduced 80.000 7.000 20010301 20160201 180 464,000 4,170.56 20010501 177 459,582.65
0029459872 Standard 80.000 7.375 20010301 20160201 180 372,000 3,422.11 20010501 177 368,571.43
0029461043 Standard 80.000 7.250 20010501 20160401 180 312,000 2,848.13 20010501 179 311,036.87
0029463973 Standard 75.100 6.875 20010301 20160201 180 319,000 2,845.02 20010501 177 315,930.23
0029464435 Reduced 42.900 6.750 20010301 20160201 180 375,000 3,318.41 20010501 177 371,352.45
0029468428 Reduced 70.100 7.500 20010301 20160201 180 294,400 2,729.12 20010601 177 291,577.75
0029470952 Reduced 78.000 7.125 20010501 20160401 180 320,000 2,898.66 20010501 179 319,001.34
0029471281 Reduced 79.900 7.000 20010501 20160401 180 382,400 3,437.12 20010501 179 381,193.55
0029472354 Standard 30.200 7.000 20010501 20160401 180 437,500 3,932.38 20010501 179 436,119.70
0029473253 Standard 59.100 7.750 20010201 20160101 180 650,000 6,118.30 20010501 176 642,243.73
0029476785 Standard 78.200 7.125 20010401 20160301 180 324,700 2,941.23 20010501 178 322,667.33
0029482940 Reduced 74.100 7.125 20010501 20160401 180 485,300 4,396.00 20010501 179 483,785.47
0029482957 Standard 70.000 7.000 20010401 20160301 180 472,500 4,246.96 20010501 178 469,218.72
0029486149 Standard 75.000 7.000 20010501 20160401 180 307,500 2,763.90 20010501 179 306,529.85
0029501848 Standard 42.900 7.000 20010501 20160401 180 600,000 5,392.97 20010501 179 598,107.03
0029510922 Standard 80.000 7.125 20010501 20160401 180 361,550 3,275.03 20010501 179 360,421.67
0029532181 Reduced 55.000 7.250 20010501 20160401 180 605,000 5,522.83 20010501 179 603,132.38
0029534757 Standard 72.900 7.000 20010501 20160401 180 473,700 4,257.75 20010501 179 472,205.50
0029541877 Standard 90.000 6.875 20010501 20160401 180 287,050 2,560.07 20010501 179 286,134.49
0029548757 Reduced 80.000 7.125 20010401 20160301 180 344,000 3,116.06 20010501 178 340,840.57
0029551959 Standard 46.000 6.750 20010301 20160201 180 400,000 3,539.64 20010501 177 396,109.28
0029555638 Reduced 76.900 6.750 20010401 20160301 180 650,000 5,751.91 20010501 178 645,796.88
0029555844 Standard 74.400 7.375 20010401 20160301 180 595,000 5,473.54 20010501 178 591,355.29
0029562055 Standard 59.800 7.250 20010501 20160401 180 299,000 2,729.46 20010501 179 298,077.00
0029564143 Standard 64.600 6.750 20010401 20160301 180 565,000 4,999.74 20010601 178 556,346.01
0029569704 Standard 77.800 7.250 20010401 20160301 180 350,300 3,197.76 20010501 178 348,130.74
0029571403 Standard 69.800 7.950 20010201 20160101 180 419,000 3,992.10 20010601 176 412,058.82
0029571411 Standard 90.000 7.875 20010101 20151201 180 327,600 3,107.13 20010501 175 322,750.50
0029571460 Standard 61.900 7.875 20010201 20160101 180 320,000 3,035.04 20010501 176 314,203.12
0029571510 Standard 73.300 7.250 20010401 20160301 180 440,000 4,016.60 20010501 178 437,275.26
0029571528 Standard 80.000 7.750 20010101 20151201 180 345,600 3,253.05 20010501 175 340,428.39
0029571536 Standard 77.800 7.875 20010201 20160101 180 650,000 6,164.93 20010501 176 642,327.67
0029571726 Standard 80.000 7.625 20010301 20160201 180 324,000 3,026.58 20010501 177 321,078.00
0029571775 Standard 60.600 7.375 20010401 20160301 180 395,500 3,638.30 20010501 178 390,701.12
0029571783 Standard 79.700 7.750 20010201 20160101 180 392,750 3,696.87 20010501 176 388,038.38
0029571791 Standard 73.200 7.500 20010301 20160201 180 384,100 3,560.65 20010501 177 380,598.11
0029571817 Standard 89.000 7.875 20001201 20151101 180 375,150 3,558.11 20010501 174 368,464.02
0029572120 Standard 55.500 7.625 20010201 20160101 180 355,000 3,316.16 20010501 176 350,717.65
0029577624 Standard 58.400 7.750 20010201 20110101 120 306,500 3,678.33 20010501 116 298,119.03
0029577657 Reduced 57.200 7.950 20001201 20151101 180 429,000 4,087.38 20010501 174 421,403.64
0029577665 Reduced 53.500 7.250 20010301 20110201 120 500,000 5,870.06 20010601 117 491,400.57
0029580784 Standard 67.600 6.875 20010401 20160301 180 382,000 3,406.88 20010501 178 379,556.33
0029582111 Standard 67.000 6.875 20010401 20160301 180 330,000 2,943.12 20010601 178 327,888.99
0029582442 Reduced 80.000 6.875 20010401 20160301 180 340,000 3,032.30 20010501 178 337,825.01
0029582632 Reduced 80.000 7.000 20010401 20160301 180 500,000 4,494.14 20010501 178 496,835.85
0029582715 Reduced 79.400 6.375 20010401 20160301 180 460,800 3,982.47 20010501 178 457,722.91
0029582889 Standard 75.100 7.625 20010401 20160301 180 326,500 3,049.93 20010501 178 324,543.21
0029582947 Standard 26.700 7.250 20010401 20160301 180 400,000 3,651.46 20010501 178 397,522.96
0029603545 Standard 78.900 7.250 20010401 20160301 180 347,000 3,167.64 20010501 178 344,851.17
0029638715 Reduced 70.200 7.375 20010501 20160401 180 496,979 4,571.83 20010501 179 495,461.52
0099018798 Standard 73.300 7.125 20010401 20160301 180 330,000 2,989.24 20010501 178 327,934.16
0099019416 Reduced 69.600 7.875 20010501 20110401 120 592,000 7,143.56 20010501 119 588,741.44
0099024564 Standard 70.400 6.875 20010501 20160401 180 500,000 4,459.27 20010501 179 498,405.31
0099024820 Standard 70.000 7.500 20010501 20160401 180 350,000 3,244.54 20010501 179 348,942.96
6001016499 Reduced 70.700 7.375 20010501 20160401 180 512,750 4,716.91 20010501 179 511,184.37
6001843041 Timesaver-2 59.900 7.250 20010401 20160301 180 575,000 5,248.97 20010501 178 571,137.44
6001971214 Standard 57.700 7.000 20010501 20160401 180 334,425 3,005.91 20010501 179 333,369.90
6005344988 Standard 21.800 7.250 20010501 20160401 180 349,000 3,185.90 20010501 179 347,922.64
6020092257 Standard 60.300 8.000 20010501 20160401 180 875,000 8,361.96 20010601 179 872,471.37
6025516276 Reduced 75.000 7.000 20010501 20160401 180 630,000 5,662.62 20010501 179 628,012.38
6035467213 Standard 78.900 7.000 20010501 20160401 180 499,000 4,485.16 20010501 179 497,425.67
6036603410 Standard 41.100 7.375 20010401 20160301 180 720,000 6,623.45 20010501 178 715,589.59
6036658588 Standard 39.600 7.625 20010301 20160201 180 300,000 2,802.39 20010501 177 297,294.47
6072019232 Reduced 68.800 7.125 20010501 20160401 180 385,000 3,487.46 20010501 179 383,798.48
6072643213 Standard 70.000 6.750 20010501 20160401 180 560,000 4,955.50 20010501 179 558,194.50
6076139846 All Ready Home 24.400 7.500 20010401 20160301 180 977,000 9,056.92 20010501 178 971,080.22
6076224770 Standard 86.000 7.375 20010401 20160301 180 400,000 3,679.70 20010501 178 397,549.76
6082649846 All Ready Home 18.800 7.250 20010501 20160401 180 488,000 4,454.78 20010601 179 486,493.55
6089568940 Standard 77.100 7.500 20010301 20160201 180 455,000 4,217.91 20010501 177 450,694.09
6090426294 Reduced 67.300 7.250 20010501 20160401 180 561,700 5,127.56 20010501 179 559,966.04
6094046908 All Ready Home 34.700 7.625 20010401 20160301 180 394,000 3,680.48 20010501 178 391,619.00
6100033320 Reduced 79.900 7.000 20010501 20160401 180 407,600 3,663.63 20010501 179 406,314.04
6101088356 Standard 56.200 7.500 20010401 20160301 180 325,000 3,012.80 20010601 178 323,030.77
6121188038 Reduced 32.200 7.125 20010501 20160401 180 386,000 3,496.51 20010501 179 384,795.37
6134443651 Standard 61.600 7.375 20010401 20160301 180 453,000 4,167.26 20010501 178 450,225.10
6139627076 Reduced 74.800 7.125 20010501 20160401 180 400,000 3,623.33 20010501 179 398,751.67
6140655942 Standard 50.000 7.500 20010401 20160301 180 1,000,000 9,270.13 20010501 178 993,940.86
6143460712 Standard 26.300 7.500 20010501 20160401 180 420,000 3,893.46 20010501 179 418,731.54
6149140730 Reduced 80.000 6.875 20010501 20160401 180 307,600 2,743.35 20010601 179 306,618.94
6151883383 Standard 79.100 8.625 20001001 20150901 180 791,000 7,847.36 20010501 172 773,262.19
6153925703 Reduced 60.700 7.500 20010601 20160501 180 539,900 5,004.94 20010601 180 539,900.00
6160994858 Standard 71.700 6.875 20010501 20160401 180 400,000 3,567.42 20010501 179 398,724.25
6163480004 Reduced 80.000 7.375 20010301 20160201 180 400,000 3,679.70 20010501 177 396,313.34
6165726297 Standard 80.000 7.125 20010401 20160301 180 372,000 3,369.70 20010501 178 369,671.21
6168654942 Reduced 41.500 7.500 20010501 20160401 180 360,000 3,337.25 20010501 179 358,912.75
6169469092 Standard 64.000 7.500 20010301 20160201 180 400,000 3,708.05 20010601 177 192,553.39
6196907700 Reduced 30.800 7.250 20010501 20160401 180 369,000 3,368.47 20010501 179 367,860.91
6200658174 Reduced 64.200 7.250 20010401 20160301 180 385,000 3,514.53 20010501 178 381,333.01
6204042318 Standard 58.600 7.375 20010501 20160401 180 375,000 3,449.72 20010501 179 373,854.97
6204073669 Reduced 70.100 7.375 20010401 20160301 180 305,000 2,805.77 20010701 178 302,936.27
6210879034 Standard 52.900 7.125 20010401 20160301 180 900,000 8,152.49 20010501 178 894,365.84
6215518082 Standard 70.100 7.000 20010401 20160301 180 340,000 3,056.02 20010501 178 337,848.37
6217110292 Standard 66.500 7.125 20010501 20160401 180 731,000 6,621.63 20010601 179 728,718.68
6226717004 Standard 80.000 6.625 20010501 20160401 180 536,000 4,706.05 20010501 179 534,253.12
6235869127 Reduced 57.000 8.125 20000901 20150801 180 405,000 3,899.68 20010501 171 394,295.93
6241337630 Reduced 75.000 6.875 20010501 20160401 180 427,500 3,812.68 20010501 179 426,136.54
6254217174 Standard 46.400 7.250 20010501 20160401 180 399,000 3,642.33 20010501 179 397,768.30
6263556869 Reduced 80.000 6.875 20010501 20160401 180 340,000 3,032.31 20010501 179 338,915.61
6273578317 Reduced 58.800 7.375 20010401 20160301 180 400,000 3,679.70 20010601 178 397,549.76
6281039930 Standard 70.000 7.500 20010501 20160401 180 329,175 3,051.50 20010601 179 328,180.84
6285483555 Reduced 61.000 7.000 20010501 20160401 180 398,000 3,577.34 20010501 179 396,744.33
6293301823 Reduced 80.000 6.875 20010501 20160401 180 592,000 5,279.78 20010501 179 590,111.89
6296689497 Standard 80.000 7.250 20010401 20160301 180 397,600 3,629.55 20010501 178 395,137.82
6298811263 Standard 47.800 7.250 20010501 20160401 180 812,000 7,412.45 20010501 179 808,428.43
6306017143 Standard 69.600 7.375 20010401 20160301 180 400,000 3,679.70 20010501 178 397,549.76
6306279941 Reduced 70.000 7.250 20010501 20160401 180 539,000 4,920.34 20010601 179 536,256.46
6309601398 Standard 78.400 7.250 20010601 20160501 180 362,000 3,304.57 20010601 180 362,000.00
6309778790 Reduced 32.500 7.125 20010401 20160301 180 325,000 2,943.96 20010501 178 320,634.86
6321987130 Standard 79.900 7.250 20010301 20160201 180 528,800 4,827.22 20010501 177 523,873.19
6329305566 Reduced 56.400 7.625 20010401 20160301 180 381,000 3,559.04 20010601 178 378,716.57
6330980811 Standard 75.000 7.125 20010401 20160301 180 390,000 3,532.75 20010501 178 387,558.53
6332699658 Reduced 54.500 7.875 20010301 20160201 180 316,000 2,997.11 20010501 177 313,211.70
6333135165 Reduced 57.000 7.000 20010601 20160501 180 339,500 3,051.53 20010601 180 339,500.00
6341723713 Reduced 87.000 7.250 20010401 20160301 180 311,285 2,841.61 20010501 178 309,357.33
6344447161 Reduced 43.200 7.125 20010501 20160401 180 735,000 6,657.86 20010501 179 732,706.20
6348696425 Standard 70.000 7.000 20010501 20160401 180 955,500 8,588.31 20010501 179 952,485.44
6348924942 Timesaver-1 64.900 7.125 20010501 20160401 180 545,000 4,936.79 20010501 179 543,299.15
6355615540 Reduced 53.100 7.000 20010501 20160401 180 400,000 3,595.32 20010501 179 398,738.01
6358721915 Reduced 69.700 7.125 20010401 20160301 180 366,000 3,315.35 20010501 178 363,708.77
6359648349 Reduced 80.000 7.250 20010401 20160301 180 504,000 4,600.83 20010501 178 500,878.94
6363856250 Reduced 55.000 7.125 20010501 20160401 180 415,000 3,759.20 20010501 179 413,704.86
6366792189 All Ready Home 25.000 7.500 20010501 20160401 180 575,000 5,330.33 20010501 179 572,916.46
6367641971 Reduced 58.900 6.875 20010501 20160401 180 495,000 4,414.68 20010501 179 491,404.69
6369860363 All Ready Home 43.400 7.000 20010501 20160401 180 560,000 5,033.44 20010501 179 558,233.23
6384741846 Standard 45.600 6.875 20010501 20160401 180 410,000 3,656.61 20010501 179 408,692.35
6385380966 Standard 58.200 7.250 20010301 20160201 180 400,000 3,651.46 20010501 177 396,273.20
6388729599 Standard 22.600 7.125 20010401 20160301 180 519,500 4,705.80 20010501 178 516,247.84
6391766166 Reduced 61.200 7.125 20010401 20160301 180 545,000 4,936.79 20010501 178 541,021.65
6406395381 All Ready Home 64.900 7.250 20010401 20160301 180 970,000 8,854.78 20010501 178 963,180.85
6421788974 Standard 90.000 6.875 20010501 20160401 180 382,500 3,411.35 20010501 179 381,280.06
6425607097 Standard 56.500 6.875 20010501 20160401 180 650,000 5,797.06 20010501 179 647,926.90
6440724901 Reduced 76.800 7.500 20010301 20160201 180 457,000 4,236.45 20010501 177 450,446.04
6449608873 Standard 69.600 7.125 20010501 20160401 180 800,000 7,246.65 20010501 179 797,503.35
6464373767 Standard 80.000 7.000 20010401 20160301 180 528,000 4,745.82 20010601 178 524,658.64
6466464101 Standard 65.500 7.250 20010501 20160401 180 383,000 3,496.27 20010601 179 381,817.69
6467260318 Reduced 75.000 7.375 20010401 20110301 120 360,000 4,249.82 20010501 118 354,074.33
6476870339 Reduced 29.100 7.250 20010501 20160401 180 400,000 3,651.46 20010501 179 398,765.21
6485742099 Standard 79.800 7.750 20010301 20160201 180 348,600 3,281.29 20010501 177 343,781.45
6494654533 Standard 72.600 7.250 20010501 20160401 180 337,500 3,080.92 20010501 179 336,458.14
6509581242 Standard 80.000 7.000 20010401 20160301 180 408,000 3,667.22 20010501 178 405,418.05
6510973768 Standard 72.700 7.125 20010501 20160401 180 400,000 3,623.33 20010501 179 398,751.67
6519100827 Reduced 67.400 7.250 20010501 20160401 180 438,000 3,998.34 20010501 179 436,647.91
6527101478 Standard 60.200 7.750 20010301 20160201 180 382,300 3,598.50 20010601 177 378,889.63
6530183984 Reduced 42.500 7.500 20010401 20160301 180 450,000 4,171.56 20010501 178 446,787.71
6530869947 Reduced 80.000 7.125 20010501 20160401 180 464,000 4,203.06 20010501 179 462,551.94
6533624612 Standard 68.400 7.250 20010501 20160401 180 432,450 3,947.68 20010501 179 431,115.04
6535311861 Standard 80.000 7.250 20010401 20160301 180 370,880 3,385.63 20010501 178 368,583.29
6542311565 Reduced 48.400 7.125 20010501 20160401 180 460,000 4,166.83 20010501 179 458,564.42
6545654029 Standard 68.600 7.000 20010501 20160401 180 580,000 5,213.21 20010501 179 578,170.12
6562830122 Reduced 76.000 7.250 20010501 20160401 180 422,000 3,852.29 20010501 179 420,697.29
6567692568 Reduced 60.400 7.125 20010501 20160401 180 320,000 2,898.66 20010501 179 319,001.34
6579232767 Standard 61.700 7.250 20010601 20160501 180 450,000 4,107.89 20010601 180 450,000.00
6582250293 Standard 20.000 7.250 20010401 20160301 180 400,000 3,651.46 20010501 178 397,522.96
6585723171 Standard 80.000 7.000 20010501 20160401 180 440,000 3,954.85 20010501 179 438,611.82
6586721976 Timesaver-1 20.800 7.125 20010401 20160301 180 454,500 4,117.01 20010501 178 450,784.51
6589094074 Reduced 54.700 7.125 20010501 20160401 180 536,250 4,857.52 20010501 179 534,576.46
6594485010 Timesaver-1 67.500 7.125 20010401 20160301 180 371,000 3,360.64 20010501 178 368,677.47
6597376604 Reduced 57.200 7.000 20010501 20160401 180 330,000 2,966.14 20010601 179 328,958.86
6607504237 Reduced 58.800 7.125 20010501 20160401 180 350,000 3,170.41 20010501 179 348,907.72
6610158120 Reduced 61.700 7.250 20010401 20160301 180 347,000 3,167.64 20010501 178 344,851.17
6622579818 Reduced 80.000 7.750 20010101 20151201 180 583,200 5,489.52 20010501 175 287,805.67
6629399269 Reduced 66.000 7.250 20010401 20160301 180 362,900 3,312.78 20010501 178 360,652.71
6635425280 Reduced 58.300 7.000 20010501 20160401 180 350,000 3,145.90 20010701 179 348,895.78
6637569002 Reduced 41.900 7.625 20010301 20160201 180 650,000 6,071.85 20010501 177 644,137.99
6654328803 Reduced 63.000 7.250 20010501 20160401 180 403,000 3,678.84 20010501 179 401,755.95
6658967754 Standard 76.500 6.875 20010501 20160401 180 325,000 2,898.53 20010501 179 323,963.45
6664022370 All Ready Home 64.900 7.250 20010401 20160301 180 970,000 8,854.78 20010401 178 963,993.18
6664818413 Standard 49.400 7.250 20010501 20160401 180 1,000,000 9,128.63 20010501 179 996,913.04
6665188469 Reduced 57.300 7.000 20010501 20160401 180 430,000 3,864.97 20010601 179 428,308.33
6666089591 Standard 40.800 7.625 20010301 20130201 144 857,500 9,106.63 20010501 141 846,456.33
6667921156 Standard 63.600 7.125 20010501 20160401 180 800,000 7,246.65 20010501 179 797,503.35
6686233500 Reduced 68.900 7.125 20010501 20160401 180 461,500 4,180.42 20010601 179 455,840.16
6686392181 Standard 69.900 7.000 20010601 20160501 180 1,000,000 8,988.29 20010601 180 1,000,000.00
6689234414 Standard 80.000 7.375 20010401 20160301 180 318,000 2,925.36 20010501 178 316,052.06
6691010638 Standard 80.000 7.000 20010501 20160401 180 446,292 4,011.40 20010501 179 444,883.97
6699991953 Reduced 45.700 7.000 20010601 20160501 180 400,000 3,595.32 20010601 180 400,000.00
6703270667 Reduced 74.100 6.875 20010601 20160501 180 580,000 5,172.76 20010601 180 580,000.00
6723185945 Reduced 49.600 7.750 20010201 20160101 180 350,000 3,294.47 20010501 176 345,823.55
6723201700 Standard 69.600 7.500 20010401 20160301 180 696,000 6,452.01 20010501 178 691,782.84
6723481047 Reduced 80.000 7.250 20010501 20160401 180 380,000 3,468.88 20010501 179 378,826.95
6724738981 Reduced 53.400 6.875 20010601 20160501 180 550,000 4,905.20 20010601 180 550,000.00
6727244714 Reduced 53.400 6.750 20010601 20160501 180 400,000 3,539.64 20010601 180 400,000.00
6729863669 Standard 75.000 7.375 20010501 20160401 180 300,000 2,759.77 20010501 179 299,083.98
6738979332 Reduced 74.700 7.125 20010501 20160401 180 417,600 3,782.76 20010601 179 416,296.74
6740345399 Standard 61.700 7.000 20010601 20160501 180 327,000 2,939.17 20010601 180 327,000.00
6743152263 Standard 52.800 8.250 20010301 20160201 180 462,000 4,482.05 20010601 177 346,814.79
6746075800 Reduced 59.900 7.500 20010401 20160301 180 500,000 4,635.07 20010601 178 496,970.42
6749061922 Standard 74.700 7.375 20010501 20160401 180 397,500 3,656.70 20010501 179 396,286.27
6754057625 Timesaver-2 49.200 7.250 20010401 20160301 180 320,000 2,921.17 20010501 178 318,018.36
6768734847 Standard 42.700 7.500 20010401 20160301 180 640,000 5,932.88 20010501 178 636,122.16
6772352867 Reduced 70.100 6.750 20010501 20160401 180 350,000 3,097.19 20010501 179 348,871.56
6777597631 Standard 45.200 7.250 20010501 20160401 180 339,000 3,094.61 20010501 179 337,953.52
6779773552 Reduced 79.800 6.875 20010501 20160401 180 327,000 2,916.37 20010501 179 325,957.07
6786766847 Reduced 53.600 7.125 20010401 20160301 180 375,000 3,396.87 20010501 178 372,258.78
6802383304 Reduced 51.200 7.000 20010501 20160401 180 294,400 2,646.16 20010501 179 293,471.17
6804004429 Reduced 80.000 6.875 20010501 20160401 180 424,000 3,781.47 20010501 179 422,647.70
6807845539 Standard 70.000 7.125 20010501 20160401 180 779,100 7,057.34 20010501 179 776,668.57
6808288911 All Ready Home 75.500 6.875 20010501 20160401 180 449,000 4,004.43 20010501 179 447,567.97
6809696237 Standard 33.500 7.000 20010501 20160401 180 372,000 3,343.65 20010501 179 370,826.35
6813513246 Standard 72.300 7.125 20010401 20160301 180 400,000 3,623.33 20010501 178 397,174.03
6814359045 Reduced 75.000 7.750 20001001 20150901 180 937,500 8,824.47 20010501 172 914,359.30
6815277949 Standard 69.200 7.125 20010501 20160401 180 498,000 4,511.04 20010601 179 496,445.84
6818101856 Reduced 20.100 7.500 20010401 20160301 180 392,000 3,633.89 20010501 178 389,624.82
6829222923 Reduced 46.400 7.125 20010501 20160401 180 650,000 5,887.91 20010501 179 647,971.47
6831855512 Standard 59.400 7.875 20010301 20160201 180 891,000 8,450.69 20010501 177 883,138.12
6837272092 Standard 60.300 7.750 20010301 20160201 180 380,000 3,576.85 20010601 177 376,610.16
6838171491 Standard 60.200 7.750 20010301 20160201 180 382,300 3,598.50 20010601 177 378,889.63
6843856672 Standard 68.800 7.000 20010601 20160501 180 330,000 2,966.14 20010601 180 330,000.00
6847051734 Reduced 31.400 7.125 20010401 20160301 180 393,000 3,559.92 20010501 178 390,539.76
6855156334 Standard 63.100 7.375 20010501 20160401 180 909,000 8,362.11 20010501 179 899,752.45
6858284117 All Ready Home 57.000 7.250 20010401 20160301 180 570,000 5,203.32 20010501 178 566,470.23
6858807941 Reduced 69.200 6.875 20010501 20160401 180 536,304 4,783.06 20010501 179 534,593.52
6859115039 Standard 67.500 7.000 20010501 20160401 180 330,000 2,966.14 20010501 179 328,958.86
6864657975 Reduced 80.000 7.250 20010401 20160301 180 428,000 3,907.06 20010601 178 425,349.56
6865325366 Reduced 50.700 7.125 20010501 20160401 180 370,000 3,351.58 20010601 179 368,845.30
6873251174 Standard 31.300 7.250 20010401 20160301 180 517,000 4,719.51 20010501 178 513,798.42
6884813152 Reduced 76.300 7.250 20010501 20160401 180 618,000 5,641.50 20010501 179 616,092.25
6895310719 Reduced 38.100 7.375 20010501 20160401 180 400,000 3,679.70 20010501 179 398,778.63
6900510394 Reduced 32.500 6.750 20010501 20160401 180 650,000 5,751.92 20010501 179 647,904.33
6910042982 All Ready Home 71.900 7.250 20010401 20160301 180 406,500 3,710.79 20010501 178 403,982.72
6911872320 Standard 60.000 7.500 20010301 20160201 180 600,000 5,562.08 20010501 177 593,370.06
6921178650 Reduced 80.000 7.250 20010301 20160201 180 399,900 3,650.54 20010501 177 396,174.14
6923666561 Reduced 54.700 7.250 20010501 20160401 180 375,000 3,423.24 20010501 179 373,842.39
6927097482 Reduced 75.000 7.250 20010501 20160401 180 330,000 3,012.45 20010501 179 328,981.30
6948790099 Reduced 70.000 7.000 20010601 20160501 180 434,000 3,900.92 20010601 180 434,000.00
6956342239 Reduced 70.000 7.625 20010301 20160201 180 526,225 4,915.63 20010501 177 521,479.24
6956472226 Standard 52.900 7.000 20010501 20160401 180 345,000 3,100.96 20010501 179 338,658.38
6967478840 Standard 75.000 7.500 20010401 20160301 180 375,000 3,476.30 20010501 178 372,727.82
6972321985 Standard 66.400 7.875 20010301 20160201 180 395,000 3,746.38 20010501 177 391,514.65
6982047786 Reduced 69.900 7.000 20010501 20160401 180 535,000 4,808.74 20010501 179 533,312.09
6994358445 Reduced 64.600 7.125 20010401 20160301 180 355,555 3,220.73 20010501 178 353,329.17
6999002022 Reduced 75.000 7.125 20010501 20160401 180 390,000 3,532.75 20010501 179 388,782.88
Bank of America Securities (continued)
BOAMS 2001-6
15 YR
Loan Count: 278
Scheduled PB: 125,417,551.68
Interest Rate W/A: 7.29%
Terms to Maturity W/A: 177
Loan Appraisal Sales
Number FICO Value Price
0028763472 705 600,000 591,000
0028970572 000 460,000 --
0029001443 745 354,000 344,900
0029019643 713 365,000 362,500
0029039765 641 1,300,000 --
0029046166 764 760,000 --
0029047149 784 610,000 607,312
0029138872 798 770,000 750,000
0029150471 694 385,000 383,695
0029189230 675 480,000 --
0029193737 775 1,050,000 1,033,741
0029195898 780 740,000 728,000
0029199932 779 1,550,000 --
0029207958 733 570,000 564,868
0029222585 698 800,000 --
0029290178 735 700,000 700,000
0029292059 778 502,000 500,000
0029306594 728 575,000 --
0029328374 770 500,000 --
0029328457 714 600,000 --
0029330115 776 555,000 495,000
0029330586 716 500,000 --
0029341443 754 756,000 753,079
0029341526 770 627,000 --
0029361078 782 548,000 546,000
0029367109 709 410,000 --
0029368024 661 775,000 --
0029368081 759 625,000 --
0029368115 806 580,000 520,000
0029368305 715 1,475,000 1,475,000
0029375912 664 630,000 629,000
0029387826 761 665,000 --
0029393451 758 372,000 368,000
0029396447 731 486,000 --
0029399854 791 600,000 --
0029404456 777 420,000 399,500
0029405073 736 809,000 --
0029408192 710 525,000 524,810
0029422235 742 469,000 --
0029423076 615 775,000 --
0029424991 774 703,500 703,125
0029431640 758 1,200,000 --
0029433604 760 605,000 605,000
0029438785 741 425,000 425,000
0029442860 789 575,000 575,000
0029457579 701 420,000 --
0029458403 795 590,000 580,000
0029459872 701 470,000 465,000
0029461043 769 396,000 390,000
0029463973 779 425,000 --
0029464435 667 900,000 875,000
0029468428 741 420,000 --
0029470952 639 410,000 --
0029471281 763 478,500 478,841
0029472354 775 1,450,000 --
0029473253 753 1,100,000 1,100,000
0029476785 763 415,000 --
0029482940 689 655,000 --
0029482957 778 675,000 675,000
0029486149 729 410,000 --
0029501848 747 1,400,000 --
0029510922 799 452,000 --
0029532181 718 1,100,000 --
0029534757 766 650,000 --
0029541877 656 319,000 321,373
0029548757 764 434,000 430,000
0029551959 752 870,000 870,000
0029555638 781 875,000 845,000
0029555844 688 800,000 --
0029562055 646 500,000 --
0029564143 727 875,000 --
0029569704 776 450,000 --
0029571403 730 600,000 --
0029571411 776 365,000 364,000
0029571460 775 520,000 517,375
0029571510 764 600,000 --
0029571528 731 432,000 432,000
0029571536 753 835,000 835,000
0029571726 784 405,000 405,000
0029571775 779 653,000 --
0029571783 794 493,000 492,750
0029571791 755 525,000 --
0029571817 686 422,000 421,500
0029572120 652 780,000 639,724
0029577624 745 525,000 --
0029577657 698 750,000 --
0029577665 736 955,000 935,000
0029580784 743 565,000 --
0029582111 782 492,500 --
0029582442 791 425,000 425,000
0029582632 662 625,000 625,000
0029582715 744 580,000 --
0029582889 664 435,000 435,000
0029582947 658 1,500,000 --
0029603545 759 440,000 --
0029638715 702 745,000 708,113
0099018798 698 450,000 --
0099019416 757 850,000 --
0099024564 671 710,000 --
0099024820 748 500,000 --
6001016499 764 725,000 --
6001843041 691 960,000 --
6001971214 632 580,000 --
6005344988 792 1,600,000 --
6020092257 697 1,450,000 --
6025516276 789 850,000 840,000
6035467213 745 634,000 632,500
6036603410 674 1,750,000 --
6036658588 720 760,000 757,563
6072019232 751 560,000 --
6072643213 671 800,000 800,000
6076139846 725 4,000,000 --
6076224770 664 465,000 465,000
6082649846 791 2,600,000 --
6089568940 720 590,000 --
6090426294 722 835,000 --
6094046908 715 1,135,000 --
6100033320 721 510,000 --
6101088356 699 578,070 --
6121188038 793 1,200,000 --
6134443651 642 735,000 --
6139627076 730 535,000 --
6140655942 688 2,000,000 --
6143460712 697 1,600,000 --
6149140730 779 385,000 384,500
6151883383 693 1,000,000 --
6153925703 753 890,000 --
6160994858 782 558,000 557,500
6163480004 779 514,000 500,000
6165726297 703 465,000 --
6168654942 754 868,000 --
6169469092 737 630,000 625,000
6196907700 759 1,200,000 --
6200658174 778 600,000 --
6204042318 692 640,000 --
6204073669 775 435,000 --
6210879034 726 1,700,000 --
6215518082 690 485,000 --
6217110292 742 1,100,000 --
6226717004 716 675,000 670,000
6235869127 759 710,000 --
6241337630 700 570,000 570,000
6254217174 720 860,000 --
6263556869 740 425,000 --
6273578317 792 775,000 680,000
6281039930 755 472,000 470,250
6285483555 723 652,000 --
6293301823 753 745,000 740,000
6296689497 722 500,000 497,000
6298811263 782 1,700,000 --
6306017143 688 575,000 --
6306279941 785 770,000 --
6309601398 760 462,000 462,000
6309778790 804 1,000,000 --
6321987130 786 748,000 662,000
6329305566 702 675,000 --
6330980811 665 520,000 --
6332699658 738 580,000 --
6333135165 725 596,000 --
6341723713 710 380,000 357,799
6344447161 739 1,700,000 --
6348696425 678 1,365,000 1,365,000
6348924942 759 840,000 --
6355615540 770 753,000 753,000
6358721915 728 525,000 --
6359648349 726 630,000 --
6363856250 755 755,000 --
6366792189 707 2,300,000 --
6367641971 779 840,000 --
6369860363 746 1,290,000 --
6384741846 641 900,000 --
6385380966 697 687,000 --
6388729599 695 2,300,000 --
6391766166 750 890,000 --
6406395381 689 1,495,000 --
6421788974 751 430,000 425,000
6425607097 701 1,150,000 --
6440724901 727 595,000 --
6449608873 766 1,150,000 --
6464373767 798 670,000 660,000
6466464101 719 585,000 --
6467260318 753 480,000 --
6476870339 754 1,375,000 --
6485742099 709 437,000 --
6494654533 722 465,000 --
6509581242 653 525,000 510,000
6510973768 737 550,000 --
6519100827 772 650,000 --
6527101478 767 635,000 --
6530183984 701 1,060,000 --
6530869947 738 582,000 580,000
6533624612 788 633,000 632,450
6535311861 702 465,000 463,600
6542311565 794 950,000 --
6545654029 651 846,000 --
6562830122 784 555,000 --
6567692568 771 530,000 --
6579232767 713 729,000 --
6582250293 758 2,000,000 --
6585723171 719 550,000 --
6586721976 808 2,180,000 --
6589094074 739 980,000 --
6594485010 705 550,000 --
6597376604 706 577,000 577,000
6607504237 740 595,000 --
6610158120 751 562,000 --
6622579818 703 736,000 729,000
6629399269 746 550,000 --
6635425280 758 600,000 --
6637569002 747 1,550,000 --
6654328803 761 640,000 --
6658967754 757 425,000 --
6664022370 734 1,495,000 --
6664818413 756 2,025,000 --
6665188469 800 750,000 --
6666089591 813 2,100,000 --
6667921156 798 1,258,000 --
6686233500 772 670,000 --
6686392181 774 1,430,000 1,550,000
6689234414 682 397,500 --
6691010638 685 560,000 557,865
6699991953 783 875,000 --
6703270667 769 783,000 785,000
6723185945 743 825,000 705,000
6723201700 782 1,000,000 --
6723481047 753 475,000 475,000
6724738981 748 1,030,000 --
6727244714 690 870,000 749,000
6729863669 694 400,000 --
6738979332 756 559,000 --
6740345399 780 530,000 --
6743152263 697 875,000 --
6746075800 683 850,000 834,200
6749061922 728 532,000 --
6754057625 768 650,000 --
6768734847 719 1,500,000 --
6772352867 731 500,000 499,506
6777597631 699 750,000 --
6779773552 722 410,000 --
6786766847 725 700,000 --
6802383304 703 575,000 --
6804004429 728 530,000 --
6807845539 681 1,175,000 1,113,000
6808288911 693 595,000 --
6809696237 728 1,110,000 --
6813513246 634 553,000 --
6814359045 748 1,275,000 1,250,000
6815277949 716 720,000 --
6818101856 786 1,950,000 --
6829222923 742 1,400,000 --
6831855512 765 1,500,000 --
6837272092 767 630,000 --
6838171491 767 635,000 --
6843856672 687 480,000 --
6847051734 784 1,250,000 --
6855156334 622 1,440,000 --
6858284117 790 1,000,000 --
6858807941 729 775,000 --
6859115039 780 489,000 489,000
6864657975 723 545,000 535,000
6865325366 765 730,000 --
6873251174 797 1,650,000 --
6884813152 731 810,000 --
6895310719 795 1,050,000 --
6900510394 749 2,000,000 --
6910042982 782 565,000 --
6911872320 760 1,000,000 --
6921178650 780 508,000 499,900
6923666561 750 685,000 699,318
6927097482 787 440,000 --
6948790099 769 620,000 --
6956342239 803 752,000 751,750
6956472226 684 652,000 --
6967478840 704 500,000 --
6972321985 650 600,000 595,000
6982047786 700 765,000 --
6994358445 728 550,000 --
6999002022 745 520,000 --
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 May 24, 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 May 24, 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 2001-6, Class ___, having an initial aggregate
Certificate Balance as of May 24, 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 May 24, 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 2001-6, Class ___, having an initial aggregate
Certificate Balance as of May 24, 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 May 24, 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.
- ---------------
(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.
___ Broker-dealer. The Transferee is a dealer registered pursuant to
Section 15 of the Securities Exchange Act of 1934, as amended.
___ Insurance Company. The Transferee is an insurance company whose
primary and predominant business activity is the writing of insurance
or the reinsuring of risks underwritten by insurance companies and
which is subject to supervision by the insurance commissioner or a
similar official or agency of a state, U.S. territory or the District
of Columbia.
___ State or Local Plan. The Transferee is a plan established and
maintained by a state, its political subdivisions, or any agency or
instrumentality of the state or its political subdivisions, for the
benefit of its employees.
___ ERISA Plan. The Transferee is an employee benefit plan within the
meaning of Title I of the Employee Retirement Income Security Act of
1974.
___ Investment Advisor. The Transferee is an investment advisor registered
under the Investment Advisers Act of 1940.
___ Other. (Please supply a brief description of the entity and a
cross-reference to the paragraph and subparagraph under subsection
(a)(1) of Rule 144A pursuant to which it qualifies. Note that
registered investment companies should complete Annex 2 rather than
this Annex 1.)
3. The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Transferee, (ii) securities that are part
of an unsold allotment to or subscription by the Transferee, if the Transferee
is a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan
participations, (v) repurchase agreements, (vi) securities owned but subject to
a repurchase agreement and (vii) currency, interest rate and commodity swaps.
For purposes of determining the aggregate amount of securities owned and/or
invested on a discretionary basis by the Transferee, the Transferee did not
include any of the securities referred to in this paragraph.
4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Transferee, the Transferee used
the cost of such securities to the Transferee, unless the Transferee reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities were valued at market. Further,
in determining such aggregate amount, the Transferee may have included
securities owned by subsidiaries of the Transferee, but only if such
subsidiaries are consolidated with the Transferee in its financial statements
prepared in accordance with generally accepted accounting principles and if the
investments of such subsidiaries are managed under the Transferee's direction.
However, such securities were not included if the Transferee is a
majority-owned, consolidated subsidiary of another enterprise and the Transferee
is not itself a reporting company under the Securities Exchange Act of 1934, as
amended.
5. The Transferee is familiar with Rule 144A and understands that the
Transferor and other parties related to the Transferred Certificates are relying
and will continue to rely on the statements made herein because one or more
sales to the Transferee may be in reliance on Rule 144A.
____ ____ Will the Transferee be purchasing the
Yes No Transferred Certificates only for the
Transferee's own account?
6. If the answer to the foregoing question is "no," then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.
7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's purchase of the Transferred
Certificates will constitute a reaffirmation of this certification as of the
date of such purchase. In addition, if the Transferee is a bank or savings and
loan as provided above, the Transferee agrees that it will furnish to such
parties any updated annual financial statements that become available on or
before the date of such purchase, promptly after they become available.
------------------------------
Print Name of Transferor
By:_______________________________________
Name:_____________________________________
Title:____________________________________
Date:_____________________________________
ANNEX 2 TO EXHIBIT G-2A
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Transferees That Are Registered Investment Companies]
The undersigned hereby certifies as follows to [_________________] (the
"Transferor") and The Bank of New York, as Trustee, with respect to the mortgage
pass-through certificates (the "Transferred Certificates") described in the
Transferee certificate to which this certification relates and to which this
certification is an Annex:
1. As indicated below, the undersigned is the chief financial officer, a
person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificates (the "Transferee") or, if the
Transferee is a "qualified institutional buyer" as that term is defined in Rule
144A ("Rule 144A") under the Securities Act of 1933, as amended, because the
Transferee is part of a Family of Investment Companies (as defined below), is an
executive officer of the investment adviser (the "Adviser").
2. The Transferee is a "qualified institutional buyer" as defined in Rule
144A because (i) the Transferee is an investment company registered under the
Investment Company Act of 1940, and (ii) as marked below, the Transferee alone
owned and/or invested on a discretionary basis, or the Transferee's Family of
Investment Companies owned, at least $100,000,000 in securities (other than the
excluded securities referred to below) as of the end of the Transferee's most
recent fiscal year. For purposes of determining the amount of securities owned
by the Transferee or the Transferee's Family of Investment Companies, the cost
of such securities was used, unless the Transferee or any member of the
Transferee's Family of Investment Companies, as the case may be, reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities of such entity were valued at
market.
____ The Transferee owned and/or invested on a discretionary basis
$____________________ in securities (other than the excluded
securities referred to below) as of the end of the Transferee's most
recent fiscal year (such amount being calculated in accordance with
Rule 144A).
____ The Transferee is part of a Family of Investment Companies which owned
in the aggregate $__________________ in securities (other than the
excluded securities referred to below) as of the end of the
Transferee's most recent fiscal year (such amount being calculated in
accordance with Rule 144A).
3. The term "Family of Investment Companies" as used herein means two or
more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).
4. The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Transferee or are part of the Transferee's
Family of Investment Companies, (ii) bank deposit notes and certificates of
deposit, (iii) loan participations, (iv) repurchase agreements, (v) securities
owned but subject to a repurchase agreement and (vi) currency, interest rate and
commodity swaps. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Transferee, or owned by
the Transferee's Family of Investment Companies, the securities referred to in
this paragraph were excluded.
5. The Transferee is familiar with Rule 144A and understands that the
Transferor and other parties related to the Transferred Certificates are relying
and will continue to rely on the statements made herein because one or more
sales to the Transferee will be in reliance on Rule 144A.
____ ____ Will the Transferee be purchasing the
Yes No Transferred Certificates only for the
Transferee's own account?
6. If the answer to the foregoing question is "no," then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.
7. The undersigned will notify the parties to which this certification is
made of any changes in the information and conclusions herein. Until such
notice, the Transferee's purchase of the Transferred Certificates will
constitute a reaffirmation of this certification by the undersigned as of the
date of such purchase.
-----------------------------------
Print Name of Transferee or Adviser
By:_______________________________________
Name:_____________________________________
Title:____________________________________
IF AN ADVISER:
-----------------------------------
Print Name of Transferee
By:_______________________________________
Date:_____________________________________
EXHIBIT G-2B
FORM II OF TRANSFEREE CERTIFICATE
FOR TRANSFERS OF PRIVATE CERTIFICATES
[Date]
The Bank of New York
101 Barclay Street-12 E
New York, New York 10286
Re: Bank of America Mortgage Securities, Inc., Mortgage Pass-Through
Certificates, Series 2001-6, Class ___, having an initial aggregate
Certificate Principal Balance as of May 24, 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 May 24, 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 2001-6, Class ___, having an initial aggregate
Certificate Principal Balance as of May 24, 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 May 24, 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 2001-6
STATE OF )
) ss:
COUNTY OF )
The undersigned, being first duly sworn, deposes and says as follows:
1. The undersigned is an officer of _______________________________, the
proposed transferee (the "Transferee") of the Class A-R Certificate (the
"Certificate") issued pursuant to the Pooling and Servicing Agreement, dated May
24, 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
LIST OF RECORDATION STATES
Florida
Maryland
Mississippi
South Carolina
Tennessee
EXHIBIT M
PAC GROUP SCHEDULE
PAYMENT DATE PAC GROUP
- ------------ ---------
June 25, 2001...................................................$131,234,844.17
July 25, 2001....................................................130,857,364.42
August 25, 2001..................................................130,403,647.67
September 25, 2001...............................................129,873,867.95
October 25, 2001.................................................129,268,286.73
November 25, 2001................................................128,587,253.13
December 25, 2001................................................127,831,203.89
January 25, 2002.................................................127,000,663.22
February 25, 2002................................................126,096,242.49
March 25, 2002...................................................125,118,639.72
April 25, 2002...................................................124,068,638.92
May 25, 2002.....................................................122,947,109.27
June 25, 2002....................................................121,755,004.11
July 25, 2002....................................................120,493,359.78
August 25, 2002..................................................119,163,294.28
September 25, 2002...............................................117,766,005.77
October 25, 2002.................................................116,302,770.94
November 25, 2002................................................114,774,943.13
December 25, 2002................................................113,183,950.44
January 25, 2003.................................................111,531,293.52
February 25, 2003................................................109,818,543.36
March 25, 2003...................................................108,047,338.80
April 25, 2003...................................................106,219,384.05
May 25, 2003.....................................................104,336,445.92
June 25, 2003....................................................102,400,351.05
July 25, 2003....................................................100,412,982.94
August 25, 2003.................................................. 98,376,278.90
September 25, 2003............................................... 96,292,226.87
October 25, 2003................................................. 94,162,862.14
November 25, 2003................................................ 92,060,114.01
December 25, 2003................................................ 89,983,657.95
January 25, 2004................................................. 87,933,173.38
February 25, 2004................................................ 85,908,343.61
March 25, 2004................................................... 83,908,855.79
April 25, 2004................................................... 81,934,400.85
May 25, 2004..................................................... 79,984,673.49
June 25, 2004.................................................... 78,059,372.11
July 25, 2004.....................................................76,158,198.75
August 25, 2004...................................................74,280,859.09
September 25, 2004................................................72,427,062.37
October 25, 2004..................................................70,596,521.36
November 25, 2004.................................................68,788,952.31
December 25, 2004.................................................67,004,074.93
January 25, 2005..................................................65,241,612.32
February 25, 2005.................................................63,501,290.94
March 25, 2005....................................................61,782,840.57
April 25, 2005....................................................60,085,994.29
May 25, 2005......................................................58,410,488.39
June 25, 2005.....................................................56,756,062.39
July 25, 2005.....................................................55,122,458.97
August 25, 2005...................................................53,509,423.91
September 25, 2005................................................51,916,706.10
October 25, 2005..................................................50,344,057.49
November 25, 2005.................................................48,791,233.02
December 25, 2005.................................................47,257,990.61
January 25, 2006..................................................45,744,091.15
February 25, 2006.................................................44,249,298.39
March 25, 2006....................................................42,773,378.99
April 25, 2006....................................................41,316,102.44
May 25, 2006......................................................39,877,241.01
June 25, 2006.....................................................38,481,327.41
July 25, 2006.....................................................37,130,482.06
August 25, 2006...................................................35,823,292.51
September 25, 2006................................................34,558,390.04
October 25, 2006..................................................33,334,448.31
November 25, 2006.................................................32,150,182.10
December 25, 2006.................................................31,004,346.02
January 25, 2007..................................................29,895,733.26
February 25, 2007.................................................28,823,174.44
March 25, 2007....................................................27,785,536.43
April 25, 2007....................................................26,781,721.25
May 25, 2007......................................................25,810,664.97
June 25, 2007.....................................................24,889,047.51
July 25, 2007.....................................................23,997,737.30
August 25, 2007...................................................23,135,773.48
September 25, 2007................................................22,302,225.16
October 25, 2007..................................................21,496,190.45
November 25, 2007.................................................20,716,795.61
December 25, 2007.................................................19,963,194.12
January 25, 2008..................................................19,234,565.91
February 25, 2008.................................................18,530,116.47
March 25, 2008....................................................17,849,076.13
April 25, 2008....................................................17,190,699.23
May 25, 2008......................................................16,554,263.43
June 25, 2008.....................................................15,969,168.05
July 25, 2008.....................................................15,403,638.44
August 25, 2008...................................................14,857,042.00
September 25, 2008................................................14,328,766.20
October 25, 2008..................................................13,818,217.88
November 25, 2008.................................................13,324,822.69
December 25, 2008.................................................12,848,024.49
January 25, 2009..................................................12,387,284.77
February 25, 2009.................................................11,942,082.12
March 25, 2009....................................................11,511,911.66
April 25, 2009....................................................11,096,284.56
May 25, 2009......................................................10,694,727.53
June 25, 2009.....................................................10,330,499.66
July 25, 2009..................................................... 9,978,360.14
August 25, 2009................................................... 9,637,915.66
September 25, 2009................................................ 9,308,785.54
October 25, 2009.................................................. 8,990,601.29
November 25, 2009................................................. 8,683,006.23
December 25, 2009................................................. 8,385,655.12
January 25, 2010.................................................. 8,098,213.81
February 25, 2010................................................. 7,820,358.89
March 25, 2010.................................................... 7,551,777.29
April 25, 2010.................................................... 7,292,166.06
May 25, 2010...................................................... 7,041,231.93
June 25, 2010..................................................... 6,816,010.42
July 25, 2010..................................................... 6,597,904.09
August 25, 2010................................................... 6,386,690.23
September 25, 2010................................................ 6,182,152.99
October 25, 2010.................................................. 5,984,083.28
November 25, 2010................................................. 5,792,278.50
December 25, 2010................................................. 5,606,542.33
January 25, 2011.................................................. 5,426,684.60
February 25, 2011................................................. 5,252,521.02
March 25, 2011.................................................... 5,083,873.05
April 25, 2011.................................................... 4,920,567.71
May 25, 2011...................................................... 4,762,437.40
June 25, 2011..................................................... 4,609,319.75
July 25, 2011..................................................... 4,461,057.43
August 25, 2011................................................... 4,317,498.02
September 25, 2011................................................ 4,178,493.86
October 25, 2011.................................................. 4,043,901.86
November 25, 2011................................................. 3,913,583.43
December 25, 2011................................................. 3,787,404.27
January 25, 2012.................................................. 3,665,234.27
February 25, 2012................................................. 3,546,947.40
March 25, 2012.................................................... 3,432,421.54
April 25, 2012.................................................... 3,321,538.38
May 25, 2012...................................................... 3,214,183.32
June 25, 2012..................................................... 3,110,245.32
July 25, 2012..................................................... 3,009,616.80
August 25, 2012................................................... 2,912,193.56
September 25, 2012................................................ 2,817,874.64
October 25, 2012.................................................. 2,726,562.24
November 25, 2012................................................. 2,638,161.60
December 25, 2012................................................. 2,552,580.96
January 25, 2013.................................................. 2,469,731.37
February 25, 2013................................................. 2,389,526.71
March 25, 2013.................................................... 2,311,883.53
April 25, 2013.................................................... 2,236,720.99
May 25, 2013...................................................... 2,163,960.79
June 25, 2013..................................................... 2,093,527.07
July 25, 2013..................................................... 2,025,346.34
August 25, 2013................................................... 1,959,347.43
September 25, 2013................................................ 1,895,461.37
October 25, 2013.................................................. 1,833,621.38
November 25, 2013................................................. 1,773,762.75
December 25, 2013................................................. 1,715,822.79
January 25, 2014.................................................. 1,659,740.81
February 25, 2014................................................. 1,605,457.99
March 25, 2014.................................................... 1,552,917.36
April 25, 2014.................................................... 1,502,063.75
May 25, 2014...................................................... 1,452,843.71
June 25, 2014..................................................... 1,405,205.46
July 25, 2014..................................................... 1,359,098.86
August 25, 2014................................................... 1,314,475.33
September 25, 2014................................................ 1,271,287.83
October 25, 2014.................................................. 1,229,490.78
November 25, 2014................................................. 1,189,040.05
December 25, 2014................................................. 1,149,892.88
January 25, 2015.................................................. 1,112,007.87
February 25, 2015................................................. 1,075,344.90
March 25, 2015.................................................... 1,039,865.13
April 25, 2015.................................................... 1,005,530.93
May 25, 2015...................................................... 972,305.86
June 25, 2015..................................................... 940,154.64
July 25, 2015..................................................... 909,043.07
August 25, 2015................................................... 878,938.04
September 25, 2015................................................ 849,807.50
October 25, 2015.................................................. 821,620.39
November 25, 2015................................................. 794,346.62
December 25, 2015................................................. 767,957.08
January 25, 2016.................................................. 742,423.55
February 25, 2016................................................. 717,718.72
March 25, 2016.................................................... 693,816.11
April 25, 2016.................................................... 670,690.12
May 25, 2016...................................................... 648,315.92
June 25, 2016..................................................... 626,669.48
July 25, 2016..................................................... 605,727.53
August 25, 2016................................................... 585,467.54
September 25, 2016................................................ 565,867.67
October 25, 2016.................................................. 546,906.78
November 25, 2016................................................. 528,564.43
December 25, 2016................................................. 510,820 77
January 25, 2017.................................................. 493,656 62
February 25, 2017................................................. 477,053 40
March 25, 2017.................................................... 460,993 10
April 25, 2017.................................................... 445,458 30
May 25, 2017...................................................... 430,432 13
June 25, 2017..................................................... 415,898 23
July 25, 2017..................................................... 401,840 80
August 25, 2017................................................... 388,244 50
September 25, 2017................................................ 375,094 51
October 25, 2017.................................................. 362,376 46
November 25, 2017................................................. 350,076 43
December 25, 2017................................................. 338,180 97
January 25, 2018.................................................. 326,677 03
February 25, 2018................................................. 315,551 99
March 25, 2018.................................................... 304,793 62
April 25, 2018.................................................... 294,390 10
May 25, 20187..................................................... 284,329 95
June 25, 2018..................................................... 274,602 09
July 25, 2018..................................................... 265,195 77
August 25, 2018................................................... 256,100 60
September 25, 2018................................................ 247,306 51
October 25, 2018.................................................. 238,803 74
November 25, 2018................................................. 230,582 87
December 25, 2018................................................. 222,634 76
January 25, 2019.................................................. 214,950 56
February 25, 2019................................................. 207,521 71
March 25, 2019.................................................... 200,339 92
April 25, 2019.................................................... 193,397 17
May 25, 2019...................................................... 186,685 69
June 25, 2019..................................................... 180,197 96
July 25, 2019..................................................... 173,926 70
August 25, 2019................................................... 167,864 87
September 25, 2019................................................ 162,005 64
October 25, 2019.................................................. 156,342 41
November 25, 2019................................................. 150,868 79
December 25, 2019................................................. 145,578 60
January 25, 2020.................................................. 140,465 84
February 25, 2020................................................. 135,524 72
March 25, 2020.................................................... 130,749 63
April 25, 2020.................................................... 126,135 13
May 25, 2020...................................................... 121,675 98
June 25, 2020..................................................... 117,367 09
July 25, 2020..................................................... 113,203 53
August 25, 2020 ................................................ 109,180 53
September 25, 2020................................................ 105,293 49
October 25, 2020.................................................. 101,537 94
November 25, 2020................................................. 97,909 56
December 25, 2020................................................. 94,404 17
January 25, 2021.................................................. 91,017 73
February 25, 2021................................................. 87,746 31
March 25, 2021.................................................... 84,586 14
April 25, 2021.................................................... 81,533 53
May 25, 2021...................................................... 78,584 94
June 25, 2021..................................................... 75,736 95
July 25, 2021..................................................... 72,986 22
August 25, 2021................................................... 70,329 54
September 25, 2021................................................ 67,763 80
October 25, 2021.................................................. 65,285 98
November 25, 2021................................................. 62,893 18
December 25, 2021................................................. 60,582 57
January 25, 2022.................................................. 58,351 42
February 25, 2022................................................. 56,197 11
March 25, 2022.................................................... 54,117 07
April 25, 2022.................................................... 52,108 83
May 25, 2022...................................................... 50,170 00
June 25, 2022..................................................... 48,298 27
July 25, 2022..................................................... 46,491 41
August 25, 2022................................................... 44,747 24
September 25, 2022................................................ 43,063 67
October 25, 2022.................................................. 41,438 68
November 25, 2022................................................. 39,870 31
December 25, 2022................................................. 38,356 65
January 25, 2023.................................................. 36,895 88
February 25, 2023................................................. 35,486 23
March 25, 2023.................................................... 34,125 97
April 25, 2023.................................................... 32,813 45
May 25, 2023...................................................... 31,547 05
June 25, 2023..................................................... 30,325 23
July 25, 2023..................................................... 29,146 49
August 25, 2023................................................... 28,009 36
September 25, 2023................................................ 26,912 45
October 25, 2023.................................................. 25,854 39
November 25, 2023................................................. 24,833 88
December 25, 2023................................................. 23,849 63
January 25, 2024.................................................. 22,900 42
February 25, 2024................................................. 21,985 06
March 25, 2024.................................................... 21,102 41
April 25, 2024.................................................... 20,251 33
May 25, 2024...................................................... 19,430 77
June 25, 2024..................................................... 18,639 69
July 25, 2024..................................................... 17,877 06
August 25, 2024................................................... 17,141 93
September 25, 2024................................................ 16,433 36
October 25, 2024.................................................. 15,750 42
November 25, 2024................................................. 15,092 25
December 25, 2024................................................. 14,458 00
January 25, 2025.................................................. 13,846 84
February 25, 2025................................................. 13,257 97
March 25, 2025.................................................... 12,690 64
April 25, 2025.................................................... 12,144 10
May 25, 2025...................................................... 11,617 62
June 25, 2025..................................................... 11,110 52
July 25, 2025..................................................... 10,622 12
August 25, 2025................................................... 10,151 78
September 25, 2025................................................ 9,698 87
October 25, 2025.................................................. 9,262 79
November 25, 2025................................................. 8,842 94
December 25, 2025................................................. 8,438 76
January 25, 2026.................................................. 8,049 71
February 25, 2026................................................. 7,675 26
March 25, 2026.................................................... 7,314 89
April 25, 2026.................................................... 6,968 11
May 25, 2026...................................................... 6,634 45
June 25, 2026..................................................... 6,313 44
July 25, 2026..................................................... 6,004 64
August 25, 2026................................................... 5,707 61
September 25, 2026................................................ 5,421 95
October 25, 2026.................................................. 5,147 24
November 25, 2026................................................. 4,883 11
December 25, 2026................................................. 4,629 17
January 25, 2027.................................................. 4,385 06
February 25, 2027................................................. 4,150 44
March 25, 2027.................................................... 3,924 96
April 25, 2027.................................................... 3,708 30
May 25, 2027...................................................... 3,500 14
June 25, 2027..................................................... 3,300 17
July 25, 2027..................................................... 3,108 11
August 25, 2027................................................... 2,923 67
September 25, 2027................................................ 2,746 57
October 25, 2027.................................................. 2,576 54
November 25, 2027................................................. 2,413 34
December 25, 2027................................................. 2,256 71
January 25, 2028.................................................. 2,106 42
February 25, 2028................................................. 1,962 23
March 25, 2028.................................................... 1,823 92
April 25, 2028.................................................... 1,691 27
May 25, 2028...................................................... 1,564 09
June 25, 2028..................................................... 1,442 16
July 25, 2028..................................................... 1,325 30
August 25, 2028................................................... 1,213 31
September 25, 2028................................................ 1,106 02
October 25, 2028.................................................. 1,003 25
November 25, 2028................................................. 904 84
December 25, 2028................................................. 810 61
January 25, 2029.................................................. 720 43
February 25, 2029................................................. 634 13
March 25, 2029.................................................... 551 56
April 25, 2029.................................................... 472 59
May 25, 2029...................................................... 397 09
June 25, 2029..................................................... 324 92
July 25, 2029..................................................... 255 95
August 25, 2029................................................... 190 06
September 25, 2029................................................ 127 14
October 25, 2029.................................................. 67 07
November 25, 2029................................................. 9 74
December 25, 2029................................................. 0