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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 July 24, 2001
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Mortgage Pass-Through Certificates
Series 2001-8
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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........................................
ARTICLE IV
SERVICER'S CERTIFICATE
Section 4.01 Servicer's Certificate...................................................................
ARTICLE V
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;
REMIC ADMINISTRATION
Section 5.01 Distributions............................................................................
Section 5.02 Priorities of Distributions..............................................................
Section 5.03 Allocation of Losses.....................................................................
Section 5.04 Statements to Certificateholders.........................................................
Section 5.05 Tax Returns and Reports to Certificateholders............................................
Section 5.06 Tax Matters Person.......................................................................
Section 5.07 Rights of the Tax Matters Person in Respect of the Trustee...............................
Section 5.08 REMIC Related Covenants..................................................................
Section 5.09 Determination of LIBOR...................................................................
ARTICLE VI
THE CERTIFICATES
Section 6.01 The Certificates.........................................................................
Section 6.02 Registration of Transfer and Exchange of Certificates....................................
Section 6.03 Mutilated, Destroyed, Lost or Stolen Certificates........................................
Section 6.04 Persons Deemed Owners....................................................................
ARTICLE VII
THE DEPOSITOR AND THE SERVICER
Section 7.01 Respective Liabilities of the Depositor and the Servicer.................................
Section 7.02 Merger or Consolidation of the Depositor or the Servicer.................................
Section 7.03 Limitation on Liability of the Depositor, the Servicer and Others........................
Section 7.04 Depositor and Servicer Not to Resign.....................................................
ARTICLE VIII
DEFAULT
Section 8.01 Events of Default........................................................................
Section 8.02 Remedies of Trustee......................................................................
Section 8.03 Directions by Certificateholders and Duties of Trustee During Event of Default...........
Section 8.04 Action upon Certain Failures of the Servicer and upon Event of Default...................
Section 8.05 Trustee to Act; Appointment of Successor.................................................
Section 8.06 Notification to Certificateholders.......................................................
ARTICLE IX
THE TRUSTEE
Section 9.01 Duties of Trustee........................................................................
Section 9.02 Certain Matters Affecting the Trustee....................................................
Section 9.03 Trustee Not Liable for Certificates or Mortgage Loans....................................
Section 9.04 Trustee May Own Certificates.............................................................
Section 9.05 Eligibility Requirements for Trustee.....................................................
Section 9.06 Resignation and Removal of Trustee.......................................................
Section 9.07 Successor Trustee........................................................................
Section 9.08 Merger or Consolidation of Trustee.......................................................
Section 9.09 Appointment of Co-Trustee or Separate Trustee............................................
Section 9.10 Authenticating Agents....................................................................
Section 9.11 Trustee's Fees and Expenses..............................................................
Section 9.12 Appointment of Custodian.................................................................
Section 9.13 Paying Agents............................................................................
Section 9.14 Limitation of Liability..................................................................
Section 9.15 Trustee May Enforce Claims Without Possession of Certificates............................
Section 9.16 Suits for Enforcement....................................................................
Section 9.17 Waiver of Bond Requirement...............................................................
Section 9.18 Waiver of Inventory, Accounting and Appraisal Requirement................................
ARTICLE X
TERMINATION
Section 10.01 Termination upon Purchase by the Depositor or Liquidation of All Mortgage Loans..........
Section 10.02 Additional Termination Requirements......................................................
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment................................................................................
Section 11.02 Recordation of Agreement.................................................................
Section 11.03 Limitation on Rights of Certificateholders...............................................
Section 11.04 Governing Law............................................................................
Section 11.05 Notices..................................................................................
Section 11.06 Severability of Provisions...............................................................
Section 11.07 Certificates Nonassessable and Fully Paid................................................
Section 11.08 Access to List of Certificateholders.....................................................
Section 11.09 Recharacterization.......................................................................
EXHIBITS
Exhibit A-1-A-1 - Form of Face of Class 1-A-1 Certificate
Exhibit A-1-A-2 - Form of Face of Class 1-A-2 Certificate
Exhibit A-1-A-3 - Form of Face of Class 1-A-3 Certificate
Exhibit A-1-A-4 - Form of Face of Class 1-A-4 Certificate
Exhibit A-1-A-5 - Form of Face of Class 1-A-5 Certificate
Exhibit A-1-A-6 - Form of Face of Class 1-A-6 Certificate
Exhibit A-1-A-7 - Form of Face of Class 1-A-7 Certificate
Exhibit A-1-A-8 - Form of Face of Class 1-A-8 Certificate
Exhibit A-1-A-9 - Form of Face of Class 1-A-9 Certificate
Exhibit A-1-A-10 - Form of Face of Class 1-A-10 Certificate
Exhibit A-1-A-11 - Form of Face of Class 1-A-11 Certificate
Exhibit A-1-A-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-R - Form of Face of Class 1-A-R Certificate
Exhibit A-1-A-LR - Form of Face of Class 1-A-LR Certificate
Exhibit A-2-A-1 - Form of Face of Class 2-A-1 Certificate
Exhibit A-3-A-1 - Form of Face of Class 3-A-3 Certificate
Exhibit A-3-A-2 - Form of Face of Class 3-A-3 Certificate
Exhibit A-3-A-3 - Form of Face of Class 3-A-3 Certificate
Exhibit A-A-PO - Form of Face of Class A-PO Certificate
Exhibit B-1-B-1 - Form of Face of Class 1-B-1 Certificate
Exhibit B-1-B-2 - Form of Face of Class 1-B-2 Certificate
Exhibit B-1-B-3 - Form of Face of Class 1-B-3 Certificate
Exhibit B-1-B-4 - Form of Face of Class 1-B-4 Certificate
Exhibit B-1-B-5 - Form of Face of Class 1-B-5 Certificate
Exhibit B-1-B-6 - Form of Face of Class 1-B-6 Certificate
Exhibit B-2-B-1 - Form of Face of Class 2-B-1 Certificate
Exhibit B-2-B-2 - Form of Face of Class 2-B-2 Certificate
Exhibit B-2-B-3 - Form of Face of Class 2-B-3 Certificate
Exhibit B-2-B-4 - Form of Face of Class 2-B-4 Certificate
Exhibit B-2-B-5 - Form of Face of Class 2-B-5 Certificate
Exhibit B-2-B-6 - Form of Face of Class 2-B-6 Certificate
Exhibit B-3-B-1 - Form of Face of Class 3-B-1 Certificate
Exhibit B-3-B-2 - Form of Face of Class 3-B-2 Certificate
Exhibit B-3-B-3 - Form of Face of Class 3-B-3 Certificate
Exhibit B-3-B-4 - Form of Face of Class 3-B-4 Certificate
Exhibit B-3-B-5 - Form of Face of Class 3-B-5 Certificate
Exhibit B-3-B-6 - Form of Face of Class 3-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 D-3 Mortgage Loan Schedule (Loan Group 3).................................................
Exhibit E Request for Release of Documents......................................................
Exhibit F Form of Certification of Establishment of Account.....................................
Exhibit G-1 Form of Transferor's Certificate......................................................
Exhibit G-2A Form 1 of Transferee's Certificate....................................................
Exhibit G-2B Form 2 of Transferee's Certificate....................................................
Exhibit H Form of Transferee Representation Letter
for ERISA Restricted Certificates.....................................................
Exhibit I Form of Affidavit Regarding Transfer of Residual Certificates.........................
Exhibit J Contents of Servicing File............................................................
Exhibit K Form of Special Servicing Agreement...................................................
Exhibit L List of Recordation States............................................................
Exhibit M PAC Group Schedule and TAC Group Schedule.............................................
POOLING AND SERVICING AGREEMENT
THIS POOLING AND SERVICING AGREEMENT, dated July 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 (the "Upper-Tier REMIC" and the "Lower-Tier REMIC,"
respectively, and each, a "REMIC"). The Class A Certificates (other than the
Class 1-A-18, Class 1-A-R, Class 1-A-LR and Class A-PO Certificates) and the
Class B Certificates are referred to collectively as the "Regular Certificates"
and shall constitute "regular interests" in the Upper-Tier REMIC. The Class
1-A-18A Component, Class 1-A-18B Component, Class 1-A-18C Component, Class
1-A-PO Component, Class 2-A-PO Component and Class 3-A-PO Component
(collectively, the "Components") shall also constitute "regular interests" in
the Upper-Tier REMIC. The Uncertificated Lower-Tier Interests shall constitute
the "regular interests" in the Lower-Tier REMIC. The Class 1-A-R Certificate
shall be the "residual interest" in the Upper-Tier REMIC and the Class 1-A-LR
Certificate shall be the "residual interest" in the Lower-Tier REMIC. The
Certificates will represent the entire beneficial ownership interest in the
Trust. The "latest possible maturity date" for federal income tax purposes of
all interests created hereby will be the REMIC Certificate Maturity Date.
The following table sets forth characteristics of the Certificates
and the Components, together with the minimum denominations and integral
multiples in excess thereof in which the Classes of Certificates shall be
issuable (except that one Certificate of each Class of Certificates may be
issued in any amount in excess of the minimum denomination):
Integral
Multiples
Initial Class Pass-Through Minimum in Excess
Classes Certificate Balance Rate Denomination of Minimum
- ------- ------------------- ---- ------------ ----------
Class 1-A-1 $ 278,842,000.00 6.750% $1,000 $1
Class 1-A-2 $ 83,300,000.00 6.750% $1,000 $1
Class 1-A-3 $ 70,000,000.00 6.750% $1,000 $1
Class 1-A-4 $ 8,331,000.00 6.750% $1,000 $1,000
Class 1-A-5 $ 12,526,000.00 6.750% $1,000 $1
Class 1-A-6 $ 10,000,000.00 6.750% $1,000 $1
Class 1-A-7 $ 25,000,000.00 6.000% $1,000 $1
Class 1-A-8 $ 46,787,029.00 (1) $1,000 $1
Class 1-A-9 $ 12,129,971.00 (2) $1,000 $1
Class 1-A-10 $ 1,436,000.00 6.750% $1,000 $1
Class 1-A-11 $ 2,140,000.00 6.750% $1,000 $1
Class 1-A-12 $ 1,450,000.00 6.750% $1,000 $1
Class 1-A-13 $ 2,213,000.00 6.750% $1,000 $1
Class 1-A-14 $ 9,474,000.00 6.750% $1,000 $1
Class 1-A-15 $ 32,745,000.00 5.750% $1,000 $1
Class 1-A-16 $ 10,190,000.00 6.500% $1,000 $1
Class 1-A-17 $ 15,002,000.00 6.750% $1,000 $1
Class 1-A-18 (3) (3) $1,000 $1
Class 1-A-19 $ 72,000,000.00 6.750% $1,000 $1
Class 1-A-R $ 50.00 6.750% $50 N/A
Class 1-A-LR $ 50.00 6.750% $50 N/A
Class 2-A-1 $ 298,820,000.00 6.500% $1,000 $1
Class 3-A-1 $ 117,069,000.00 6.750% $1,000 $1
Class 3-A-2 $ 8,729,000.00 6.750% $1,000 $1
Class 3-A-3 $ 14,500,000.00 6.750% $1,000 $1
Class 1-B-1 $ 12,264,000.00 6.750% $25,000 $1
Class 1-B-2 $ 5,411,000.00 6.750% $25,000 $1
Class 1-B-3 $ 2,886,000.00 6.750% $25,000 $1
Class 1-B-4 $ 1,804,000.00 6.750% $25,000 $1
Class 1-B-5 $ 1,443,000.00 6.750% $25,000 $1
Class 1-B-6 $ 1,442,985.06 6.750% $25,000 $1
Class 2-B-1 $ 1,976,000.00 6.500% $25,000 $1
Class 2-B-2 $ 1,064,000.00 6.500% $25,000 $1
Class 2-B-3 $ 608,000.00 6.500% $25,000 $1
Class 2-B-4 $ 304,000.00 6.500% $25,000 $1
Class 2-B-5 $ 304,000.00 6.500% $25,000 $1
Class 2-B-6 $ 304,706.60 6.500% $25,000 $1
Class 3-B-1 $ 2,842,000.00 6.750% $25,000 $1
Class 3-B-2 $ 802,000.00 6.750% $25,000 $1
Class 3-B-3 $ 438,000.00 6.750% $25,000 $1
Class 3-B-4 $ 438,000.00 6.750% $25,000 $1
Class 3-B-5 $ 292,000.00 6.750% $25,000 $1
Class 3-B-6 $ 292,247.89 6.750% $25,000 $1
Class A-PO (4) (4) $25,000 $1
Integral
Initial Component Pass- Multiples
Balance or Component Through Minimum In Excess
Components Notional Amount Rate Denomination Of Minimum
- ---------- --------------- ---- ------------ ----------
Class 1-A-PO $ 2,543,293.65 (5) N/A N/A
Class 2-A-PO $ 489,677.35 (5) N/A N/A
Class 3-A-PO $ 340,025.00 (5) N/A N/A
Class 1-A-18A $ 4,851,111.11 6.75% N/A N/A
Class 2-A-18B $ 377,407.41] 6.75% N/A N/A
Class 3-A-18C $ 2,777,777.48 6.75% N/A N/A
(1) During the initial Interest Accrual Period, interest will accrue on the
Class 1-A-8 Certificates at a rate of 4.685% per annum. During each Interest
Accrual Period thereafter, interest will accrue on the Class 1-A-8 Certificates
at a per annum rate equal to (i) 0.850% plus (ii) LIBOR, subject to a minimum
rate of 0.850% and a maximum rate of 8.50%.
(2) During the initial Interest Accrual Period, interest will accrue on the
Class 1-A-9 Certificates at a rate of 14.715% per annum. During each Interest
Accrual Period thereafter, interest will accrue on the Class 1-A-9 Certificates
at a per annum rate equal to (i) 29.507143% minus (ii) the product of 3.857143
and LIBOR, subject to a minimum rate of 0.00% and a maximum rate of 29.507143%.
(3) The Class 1-A-18 Certificates will be deemed for purposes of the
distribution of interest to consist of three Components (the "Class 1-A-18
Components") described in the table. The Components are not severable.
(4) The Class A-PO Certificates will be deemed for purposes of the distribution
of principal to consist of three components (the "Class A-PO Components")
described in the table. The Components are not severable.
(5) The Class 1-A-PO, Class 2-A-PO and Class 3-A-PO Components will be
Principal Only Components and will not bear interest.
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms. Whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires, shall have
the meanings specified in this Article:
1933 Act: The Securities Act of 1933, as amended.
Accretion Termination Date: (a) For the Class 1-A-5 Certificates,
the earlier to occur of (i) the Distribution Date following the Distribution
Date on which the Class Certificate Balances of the Class 1-A-6 and Class 1-A-14
Certificates have been reduced to zero or (ii) the Senior Credit Support
Depletion Date for Group 1, (b) for the Class 1-A-10 Certificates, the earlier
to occur of (i) the Distribution Date following the Distribution Date on which
the Class Certificate Balances of the Class 1-A-8 and Class 1-A-9 Certificates
have been reduced to zero or (ii) the Senior Credit Support Depletion Date for
Group 1 and (c) for the Class 3-A-2 Certificates, the earlier to occur of (i)
the Distribution Date following the Distribution Date on which the Class
Certificate Balance of the Class 3-A-1 Certificates has been reduced to zero or
(ii) the Senior Credit Support Depletion Date for Group 3.
Accrual Certificates: The Class 1-A-5, Class 1-A-10 and Class 3-A-2
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 (other then the Class 1-A-18 Certificates), one month's
interest accrued during the related Interest Accrual Period at the applicable
Pass-Through Rate on the applicable Class Certificate Balance. For any
Distribution Date and the Class 1-A-18 Certificates, the sum of the Accrued
Component Interest for each Component.
Accrued Component Interest: For any Distribution Date and each Class
1-A-18 Component, one month's interest accrued during the related Interest
Accrual Period at the applicable Pass-Through Rate on the applicable Notional
Amount.
Adjusted Pool Amount: With respect to any Distribution Date and Loan
Group, the Cut-Off Date Pool Principal Balance of the Mortgage Loans in such
Loan Group minus the sum of (i) all amounts in respect of principal received in
respect of the Mortgage Loans in such Loan Group (including, without limitation,
amounts received as Monthly Payments, Periodic Advances, Principal Prepayments,
Liquidation Proceeds and Substitution Adjustment Amounts) and distributed to
Holders of the Certificates of the Related Group on such Distribution Date and
all prior Distribution Dates and (ii) the principal portion of all Realized
Losses (other than Debt Service Reductions) incurred on the Mortgage Loans in
such Loan Group from the Cut-Off Date through the end of the month preceding
such Distribution Date.
Adjusted Pool Amount (PO Portion): With respect to any Distribution
Date and Loan Group, the sum of the amounts, calculated as follows, with respect
to all Outstanding Mortgage Loans of such Loan Group: the product of (i) the PO
Percentage for each such Mortgage Loan and (ii) the remainder of (A) the Cut-Off
Date Principal Balance of such Mortgage Loan minus (B) the sum of (x) all
amounts in respect of principal received in respect of such Mortgage Loan
(including, without limitation, amounts received as Monthly Payments, Periodic
Advances, Principal Prepayments, Liquidation Proceeds and Substitution
Adjustment Amounts) and distributed to Holders of the Certificates of the
Related Group on such Distribution Date and all prior Distribution Dates and (y)
the principal portion of any Realized Loss (other than a Debt Service Reduction)
incurred on such Mortgage Loan from the Cut-Off Date through the end of the
month preceding such Distribution Date.
Advance: A Periodic Advance or a Servicing Advance.
Agreement: This Pooling and Servicing Agreement together with all
amendments hereof and supplements hereto.
Amount Held for Future Distribution: As to any Distribution Date and
Loan Group, the total of the amounts held in the Servicer Custodial Account at
the close of business on the preceding Determination Date on account of (i)
Principal Prepayments and Liquidation Proceeds received or made on the Mortgage
Loans in such Loan Group in the month of such Distribution Date and (ii)
payments which represent receipt of Monthly Payments on the Mortgage Loans in
such Loan Group in respect of a Due Date or Due Dates subsequent to the related
Due Date.
Appraised Value: With respect to any Mortgaged Property, either (i)
the lesser of (a) the appraised value determined in an appraisal obtained by the
originator at origination of such Mortgage Loan and (b) the sales price for such
property, except that, in the case of Mortgage Loans the proceeds of which were
used to refinance an existing mortgage loan, the Appraised Value of the related
Mortgaged Property is the appraised value thereof determined in an appraisal
obtained at the time of refinancing, or (ii) the appraised value determined in
an appraisal made at the request of a Mortgagor subsequent to origination in
order to eliminate the Mortgagor's obligation to keep a Primary Insurance Policy
in force.
Assignment of Mortgage: An individual assignment of the Mortgage,
notice of transfer or equivalent instrument in recordable form, sufficient under
the laws of the jurisdiction wherein the related Mortgaged Property is located
to give record notice of the sale of the Mortgage.
Authenticating Agents: As defined in Section 9.10.
Bankruptcy Loss: Any Deficient Valuation or Debt Service Reduction.
Bankruptcy Loss Amount: As of any Distribution Date and Loan Group,
the Initial Bankruptcy Loss Amount for such Loan Group less the aggregate amount
of Bankruptcy Losses previously incurred on the Mortgage Loans in such Loan
Group during the period from the Cut-Off Date through the last day of the month
preceding the month of such Distribution Date; provided, however, that such
amount may be reduced from time to time with the written consent of the Rating
Agencies provided that such reduction does not result in a downgrading to the
current rating of the Certificates of the Related Group.
Book-Entry Certificate: All Classes of Certificates other than the
Physical Certificates.
Business Day: Any day other than (i) a Saturday or a Sunday or (ii)
a day on which banking institutions in the State of North Carolina, the State of
New York, the State of Kentucky, the state in which the servicing offices of the
Servicer is located or the state in which the Corporate Trust Office is located
are required or authorized by law or executive order to be closed.
Certificate: Any of the Bank of America Mortgage Securities, Inc.
Mortgage Pass-Through Certificates, Series 2001-8 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 2001-8." 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-R, Class 1-A-LR, Class 2-A-1, Class 3-A-1, Class 3-A-2, Class 3-A-3, Class
A-PO, Class 1-B-1, Class 1-B-2, Class 1-B-3, Class 1-B-4, Class 1-B-5, Class
1-B-6, Class 2-B-1, Class 2-B-2, Class 2-B-3, Class 2-B-4, Class 2-B-5, Class
2-B-6, Class 3-B-1, Class 3-B-2, Class 3-B-3, Class 3-B-4, Class 3-B-5 and Class
3-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-R,
Class 1-A-LR, Class 2-A-1, Class 3-A-1, Class 3-A-2, Class 3-A-3 and Class A-PO
Certificates.
Class A-PO Component: Any of the Class 1-A-PO Component, Class
2-A-PO Component or Class 3-A-PO Component.
Class A-PO Deferred Amount: As to any Distribution Date and each
Class A-PO Component prior to the applicable Senior Credit Support Depletion
Date, the aggregate of the applicable PO Percentage of each Realized Loss, other
than an Excess Loss, on the Mortgage Loans in the Related Loan Group to be
allocated to the Class A-PO Component of the Related Group on such Distribution
Date or previously allocated to such Class A-PO Component and not yet paid with
respect to such Class A-PO Component pursuant to Section 5.02(a)(iii).
Class 1-A-5 Accrual Distribution Amount: For any Distribution Date
and the Class 1-A-5 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-10 Accrual Distribution Amount: For any Distribution Date
and the Class 1-A-10 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-18 Notional Amount: As to any Distribution Date, the sum
of the Class 1-A-18A Notional Amount, Class 1-A-18B Notional Amount and Class
1-A-18C Notional Amount.
Class 1-A-18A Notional Amount: As to any Distribution Date and the
Class 1-A-18A Component, 14.81481481% of the Class Certificate Balance of the
Class 1-A-15 Certificates.
Class 1-A-18B Notional Amount: As to any Distribution Date and the
Class 1-A-18B Component, 3.70370373% of the Class Certificate Balance of the
Class 1-A-16 Certificates.
Class 1-A-18C Notional Amount: As to any Distribution Date and the
Class 1-A-18C Component, 11.11111111% of the Class Certificate Balance of the
Class 1-A-7 Certificates.
Class 1-A-19 Priority Amount: As to any Distribution Date, for the
Class 1-A-19 Certificates, the lesser of (i) the Class Certificate Balance of
the Class 1-A-19 Certificates and (ii) the product of (a) the Shift Percentage,
(b) the Priority Percentage and (c) the Non-PO Principal Amount for Group 1.
Class 1-A-19 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-19
Certificates immediately prior to such date and the denominator of which is the
aggregate of the Class Certificate Balances of all Classes of Certificates of
Group 1 immediately prior to such date.
Class 3-A-2 Accrual Distribution Amount: For any Distribution Date
and the Class 3-A-2 Certificates prior to the applicable Accretion Termination
Date, an amount with respect to such Class equal to the sum of (i) the amount
allocated but not currently distributable as interest to such Class pursuant to
Section 5.02(a)(i) that is attributable to clause (i) of the definition of
"Interest Distribution Amount," and (ii) the amount allocated but not currently
distributable as interest to such Class pursuant to Section 5.02(a)(i) that is
attributable to clause (ii) of the definition of "Interest Distribution Amount."
Class 3-A-3 Priority Amount: As to any Distribution Date, for the
Class 3-A-3 Certificates, the lesser of (i) the Class Certificate Balance of the
Class 3-A-3 Certificates and (ii) the product of (a) the Shift Percentage, (b)
the Priority Percentage and (c) the Non-PO Principal Amount for Group 3.
Class 3-A-3 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 3-A-3
Certificates immediately prior to such date and the denominator of which is the
aggregate of the Class Certificate Balances of all Classes of Certificates of
Group 3 immediately prior to such 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, Class 2-B-6, Class 3-B-1, Class 3-B-2, Class 3-B-3,
Class 3-B-4, Class 3-B-5 and Class 3-B-6 Certificates.
Class Certificate Balance: With respect to any Class (other than the
Class A-PO and Class 1-A-18 Certificates) 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),
and (iii) all other reductions in Class Certificate Balance previously allocated
thereto pursuant to Section 5.03(b). The Class 1-A-18 Certificates are
Interest-Only Certificates and have no Class Certificate Balance. The Class
Certificate Balance of the Class A-PO Certificates as of any date of
determination shall equal the sum of the Component Balances of the Class A-PO
Components.
Class Interest Shortfall: For any Distribution Date and each
interest-bearing Class (other than the Class 1-A-18 Certificates), 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 (other than the Class 1-A-18 Certificates), 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: July 24, 2001.
Code: The Internal Revenue Code of 1986, as amended.
Compensating Interest: As defined in Section 3.17.
Component: As defined in the Preliminary Statement.
Component Balance: With respect to the Class 1-A-PO Component, Class
2-A-PO Component and Class 3-A-PO Component, and any date of determination, the
Initial Component Balance of such Component minus the sum of (i) all
distributions of principal made with respect thereto, (ii) all Realized Losses
allocated thereto pursuant to Section 5.03(a) and (iii) all other reductions in
Component Balance previously allocated thereto pursuant to Section 5.03(b). The
Class 1-A-18A Component, Class 1-A-18B Component and Class 1-A-18C Component are
interest-only Components and have no Component Balance.
Component Interest Distribution Amount: For any Distribution Date
and each Class 1-A-18 Component, the sum of (i) the Accrued Component Interest,
subject to reduction pursuant to Section 5.02(c), and (ii) any Component Unpaid
Interest Shortfall for such Component. The Class A-PO Component are
principal-only Components and are not entitled to distributions of interest.
Component Interest Shortfall: For any Distribution Date and each
Component, the amount by which Accrued Component Interest for such Component (as
reduced pursuant to Section 5.02(c)) exceeds the amount of interest actually
distributed on such Component on such Distribution Date pursuant to clause (i)
of the definition of "Component Interest Distribution Amount."
Component Notional Amount: As of any Distribution Date, any of the
Class 1-A-18A Notional Amount, Class 1-A-18B Notional Amount or the Class
1-A-18C Notional Amount.
Component Unpaid Interest Shortfall: As to any Distribution Date and
a Component, the amount by which the aggregate Component Interest Shortfalls for
such Component on prior Distribution Date exceeds the amount of interest
actually distributed on such Component on such prior Distribution Dates pursuant
to clause (ii) of the definition of "Component Interest Distribution Amount."
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).
Corresponding Upper-Tier Class, Classes Component or Components: As
to the following Uncertificated Lower-Tier Interests, the Corresponding
Upper-Tier Class, Classes Component or Components, as follows:
Uncertificated Lower-Tier Interest Corresponding Upper-Tier Class, Classes
or Component or Components
Class 1-A-L1 Interest Class 1-A-1, Class 1-A-2, Class 1-A-3,
Class 1-A-4, Class 1-A-5, Class 1-A-6,
Class 1-A-10, Class 1-A-11, Class 1-A-12,
Class 1-A-13, Class 1-A-14, Class 1-A-17
and Class 1-A-19 Certificates
Class 1-A-L7 Interest Class 1-A-7 Certificates and Class
1-A-18C Component
Class 1-A-L8 Interest Class 1-A-8 and Class 1-A-9 Certificates
Class 1-A-L15 Interest Class 1-A-15 Certificates and Class
1-A-18A Component
Class 1-A-L16 Interest Class 1-A-16 Certificates and Class
1-A-18B Component
Class A-LUR Interest Class 1-A-R Certificate
Class 1-A-LPO Interest Class 1-A-PO Component
Class 2-A-L1 Interest Class 2-A-1Certificates
Class 2-A-LPO Interest Class 2-A-PO Component
Class 3-A-L1 Interest Class 3-A-1, Class 3-A-2 and Class 3-A-3
Certificates
Class 3-A-LPO Interest Class 3-A-PO Component
Class 1-B-L1 Interest Class 1-B-1 Certificates
Class 1-B-L2 Interest Class 1-B-2 Certificates
Class 1-B-L3 Interest Class 1-B-3 Certificates
Class 1-B-L4 Interest Class 1-B-4 Certificates
Class 1-B-L5 Interest Class 1-B-5 Certificates
Class 1-B-L6 Interest Class 1-B-6 Certificates
Class 2-B-L1 Interest Class 2-B-1 Certificates
Class 2-B-L2 Interest Class 2-B-2 Certificates
Class 2-B-L3 Interest Class 2-B-3 Certificates
Class 2-B-L4 Interest Class 2-B-4 Certificates
Class 2-B-L5 Interest Class 2-B-5 Certificates
Class 2-B-L6 Interest Class 2-B-6 Certificates
Class 3-B-L1 Interest Class 3-B-1 Certificates
Class 3-B-L2 Interest Class 3-B-2 Certificates
Class 3-B-L3 Interest Class 3-B-3 Certificates
Class 3-B-L4 Interest Class 3-B-4 Certificates
Class 3-B-L5 Interest Class 3-B-5 Certificates
Class 3-B-L6 Interest Class 3-B-6 Certificates
Custodian: Initially, the Trustee, and thereafter the Custodian, if
any, hereafter appointed by the Trustee pursuant to Section 9.12. The Custodian
may (but need not) be the Trustee or any Person directly or indirectly
controlling or controlled by or under common control of either of them. Neither
the Servicer nor the Depositor, nor any Person directly or indirectly
controlling or controlled by or under common control with any such Person may be
appointed Custodian.
Customary Servicing Procedures: With respect to the Servicer,
procedures (including collection procedures) that the Servicer customarily
employs and exercises in servicing and administering mortgage loans for its own
account and which are in accordance with accepted mortgage servicing practices
of prudent lending institutions servicing mortgage loans of the same type as the
Mortgage Loans in the jurisdictions in which the related Mortgaged Properties
are located.
Cut-Off Date: July 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 $721,360,378.71 for Loan Group 1, $303,870,384.28, for Loan
Group 2 and $145,742,273.33 for Loan Group 3.
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, Group 2
Discount Mortgage Loan or Group 3 Discount Mortgage Loan.
Distribution Date: The 25th day of each month beginning in August
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, Class 2-B-6, Class 3-B-4, Class 3-B-5 or Class
3-B-6 Certificate.
Escrow Account: As defined in Section 3.09.
Escrow Payments: The amounts constituting taxes, assessments,
Primary Insurance Policy premiums, fire and hazard insurance premiums and other
payments as may be required to be escrowed by the Mortgagor with the mortgagee
pursuant to the terms of any Mortgage Note or Mortgage.
Event of Default: As defined in Section 8.01.
Excess Losses: For any Distribution Date and Loan Group, the amount
of any (i) Fraud Losses on the Mortgage Loans in such Loan Group in excess of
the Fraud Loss Amount for such Loan Group, (ii) Special Hazard Losses on the
Mortgage Loans in such Loan Group in excess of the Special Hazard Loss Amount
for such Loan Group or (iii) Bankruptcy Losses on the Mortgage Loans in such
Loan Group in excess of the Bankruptcy Loss Amount for such Loan Group.
Excess Proceeds: With respect to any Liquidated Mortgage Loan, the
amount, if any, by which the sum of any Liquidation Proceeds of such Mortgage
Loan received in the calendar month in which such Mortgage Loan became a
Liquidated Mortgage Loan, net of any amounts previously reimbursed to the
Servicer as Nonrecoverable Advance(s) with respect to such Mortgage Loan
pursuant to Section 3.11(a)(iii), exceeds (i) the unpaid principal balance of
such Liquidated Mortgage Loan as of the Due Date in the month in which such
Mortgage Loan became a Liquidated Mortgage Loan plus (ii) accrued interest at
the Mortgage Interest Rate from the Due Date as to which interest was last paid
or for which a Periodic Advance was made (and not reimbursed) up to the Due Date
applicable to the Distribution Date immediately following the calendar month
during which such liquidation occurred.
FDIC: The Federal Deposit Insurance Corporation, or any successor
thereto.
FHLMC: The Federal Home Loan Mortgage Corporation, or any successor
thereto.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates will be made pursuant to Section
10.01.
Financial Market Service: Bloomberg Financial Service and any other
financial information provider designated by the Depositor by written notice to
the Trustee.
FIRREA: The Financial Institutions Reform, Recovery and Enforcement
Act of 1989, as amended.
Fitch: Fitch, Inc., or any successor thereto.
FNMA: 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 and the Class A-PO
Component of the Related Group and (ii) for each Distribution Date occurring (a)
during the period from the day after the first anniversary through the third
anniversary of the Cut-Off Date, 1% of the Pool Stated Principal Balance for
such Loan Group, (b) during the period from the day after the third anniversary
through the fifth anniversary of the Cut-Off Date, 0.5% of the Pool Stated
Principal Balance for such Loan Group, and (c) after the fifth anniversary of
the Cut-Off Date, zero.
Group: Either of Group 1, Group 2 or Group 3.
Group 1: The Group 1-A Certificates, the Class 1-A-PO Component and
Group 1-B Certificates.
Group 1 Discount Mortgage Loan: A Group 1 Mortgage Loan with a Net
Mortgage Interest Rate that is less than 6.750% per annum.
Group 1 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-1
hereto.
Group 1 Premium Mortgage Loan: A Group 1 Mortgage Loan with a Net
Mortgage Interest Rate that is equal to or greater than 6.750% per annum.
Group 2: The Group 2-A Certificates, the Class 2-A-PO Component and
the Group 2-B Certificates.
Group 2 Discount Mortgage Loan: A Group 2 Mortgage Loan with a Net
Mortgage Interest Rate that is less than 6.500% per annum.
Group 2 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-2
hereto.
Group 2 Premium Mortgage Loan: A Group 2 Mortgage Loan with a Net
Mortgage Interest Rate that is equal to or greater than 6.500% per annum.
Group 3: The Group 3-A Certificates, Class 3-A-PO Component and
Group 3-B Certificates.
Group 3 Discount Mortgage Loan: A Group 3 Mortgage Loan with a Net
Mortgage Interest Rate that is less than 6.750% per annum.
Group 3 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-3
hereto.
Group 3 Premium Mortgage Loan: A Group 3 Mortgage Loan with a Net
Mortgage Interest Rate that is equal to or greater than 6.750% 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-R and Class
1-A-LR Certificates.
Group 2-A Certificates: Class 2-A-1 Certificates.
Group 3-A Certificates: Class 3-A-1, Class 3-A-2 and Class 3-A-3
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.
Group 3-B Certificates: Any of the Class 3-B-1, Class 3-B-2, Class
3-B-3, Class 3-B-4, Class 3-B-5 or Class 3-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: $208,000.00 for Loan Group 1,
$100,000.00 for Loan Group 2 and $100,000.00 for Loan Group 3.
Initial Class Certificate Balance: As to each Class of Certificates
(other than the Class 1-A-18 Certificates), the Class Certificate Balance set
forth in the Preliminary Statement. The Class 1-A-18 Certificates are
Interest-Only Certificates and have no Initial Class Certificate Balance.
Initial Component Balance: As to the Class A-PO Components, the
Component Balance set forth in the Preliminary Statement. The Class 1-A-18
Components are interest-only Components and have no Initial Component Balance.
Initial Component Notional Amount: As to each Class 1-A-18
Component, the Component Notional Amount set forth in the Preliminary Statement.
Initial Fraud Loss Amount: $7,213,603.79 for Loan Group 1,
$3,038,703.84 for Loan Group 2 and $1,457,422.73 for Loan Group 3.
Initial Notional Amount: For the Class 1-A-18 Certificates, the sum
of the Initial Component Notional Amounts for the Class 1-A-18A, Class 1-A-18B
and Class 1-A-18C Components.
Initial Special Hazard Loss Amount: $7,213,603.79 for Loan Group 1,
$3,605,663.53 for Loan Group 2 and $2,885,011.82 for Loan Group 3.
Insurance Policy: With respect to any Mortgage Loan included in the
Trust Estate, any related insurance policy, including all riders and
endorsements thereto in effect, including any replacement policy or policies for
any Insurance Policies.
Insurance Proceeds: Proceeds paid by an insurer pursuant to any
Insurance Policy, in each case other than any amount included in such Insurance
Proceeds in respect of Insured Expenses.
Insured Expenses: Expenses covered by an Insurance Policy or any
other insurance policy with respect to the Mortgage Loans.
Interest Accrual Period: As to any Distribution Date and each Class
of Certificates (other than the Class 1-A-8, Class 1-A-9 and Class A-PO
Certificates), the period from and including the first day of the calendar month
preceding the calendar month of such Distribution Date to but not including the
first day of the calendar month of such Distribution Date. As to any
Distribution Date and the Class A-8 and Class A-9 Certificates, the period from
and including the 25th day of the calendar month preceding the calendar month in
which such Distribution Date occurs and ending on the 24th day of the calendar
month in which such Distribution Date occurs.
Interest Distribution Amount: For any Distribution Date and each
interest-bearing Class (other than the Class 1-A-18 Certificates), 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. For any
Distribution Date and the Class 1-A-18 Certificates, the sum of the Component
Interest Distribution Amounts.
Interest-Only Certificates: Any Class of Certificates entitled to
distributions of interest, but no distributions of principal. The Class 1-A-18
Certificates are the sole Class of Interest-Only Certificates.
Interest Settlement Rate: As defined in Section 5.10.
LIBOR: As to any Distribution Date, the arithmetic mean of the
London Interbank offered rate quotations for one-month U.S. Dollar deposits, as
determined by the Trustee in accordance with Section 5.10.
LIBOR Business Day: Any Business Day on which banks are open for
dealing in foreign currency and exchange in London, England, the City of New
York and the State where the Corporate Trust Office is located.
LIBOR Certificates: Any of the Class 1-A-8 and Class 1-A-9
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, Loan Group 2 or Loan Group 3.
Loan Group 1: The Group 1 Mortgage Loans.
Loan Group 2: The Group 2 Mortgage Loans.
Loan Group 3: The Group 3 Mortgage Loans.
Loan-to-Value Ratio: With respect to any Mortgage Loan and any date
of determination, the fraction, expressed as a percentage, the numerator of
which is the outstanding principal balance of the related Mortgage Loan at the
date of determination and the denominator of which is the Appraised Value of the
related Mortgaged Property.
Lower-Tier Distribution Amount: As defined in Section 5.02(a).
Lower-Tier REMIC: As defined in the Preliminary Statement, the
assets of which consist of the Mortgage Loans, such amounts as shall from time
to time be held in the Certificate Accounts, the insurance policies, if any,
relating to a Mortgage Loan and property which secured a Mortgage Loan and which
has been acquired by foreclosure or deed in lieu of foreclosure.
MERS: As defined in Section 2.01(b)(iii).
Monthly Payment: The scheduled monthly payment on a Mortgage Loan
due on any Due Date allocable to principal and/or interest on such Mortgage Loan
which, unless otherwise specified herein, shall give effect to any related Debt
Service Reduction and any Deficient Valuation that affects the amount of the
monthly payment due on such Mortgage Loan.
Mortgage: The mortgage, deed of trust or other instrument creating a
first lien on a Mortgaged Property securing a Mortgage Note or creating a first
lien on a leasehold interest.
Mortgage File: The mortgage documents listed in Section 2.01
pertaining to a particular Mortgage Loan and any additional documents required
to be added to the Mortgage File pursuant to this Agreement.
Mortgage Interest Rate: As to any Mortgage Loan, the per annum rate
of interest at which interest accrues on the principal balance of such Mortgage
Loan in accordance with the terms of the related Mortgage Note.
Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase
Agreement, dated July 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, Exhibit
D-2 and Exhibit D-3, setting forth the following information with respect to
each Mortgage Loan: (i) the Mortgage Loan identifying number; (ii) a code
indicating whether the Mortgaged Property is owner-occupied; (iii) the property
type for each Mortgaged Property; (iv) the original months to maturity or the
remaining months to maturity from the Cut-Off Date; (v) the Loan-to-Value Ratio
at origination; (vi) the Mortgage Interest Rate; (vii) the date on which the
first Monthly Payment was due on the Mortgage Loan, and, if such date is not the
Due Date currently in effect, such Due Date; (viii) the stated maturity date;
(ix) the amount of the Monthly Payment as of the Cut-Off Date; (x) the
paid-through date; (xi) the original principal amount of the Mortgage Loan;
(xii) the principal balance of the Mortgage Loan as of the close of business on
the Cut-Off Date, after application of payments of principal due on or before
the Cut-Off Date, whether or not collected, and after deduction of any payments
collected of scheduled principal due after the Cut-Off Date; (xiii) a code
indicating the purpose of the Mortgage Loan; (xiv) a code indicating the
documentation style; and (xv) the Appraised Value. With respect to the Mortgage
Loans in the aggregate, the Mortgage Loan Schedule shall set forth the following
information, as of the Cut-Off Date: (i) the number of Mortgage Loans; (ii) the
current aggregate outstanding principal balance of the Mortgage Loans; (iii) the
weighted average Mortgage Rate of the Mortgage Loans; and (iv) the weighted
average months to maturity of the Mortgage Loans.
Mortgage Loans: Such of the mortgage loans transferred and assigned
to the Trustee pursuant to Section 2.01 as from time to time are held as a part
of the Trust Estate (including any Substitute Mortgage Loans and REO Property),
the Mortgage Loans originally so held being identified in the Mortgage Loan
Schedule.
Mortgage Note: The originally executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan,
together with all riders thereto and amendments thereof.
Mortgaged Property: The underlying property securing a Mortgage
Loan, which may include Co-op Shares or residential long-term leases.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Interest Rate: As to any Mortgage Loan and Distribution
Date, such Mortgage Loan's Mortgage Interest Rate thereon on the first day of
the month preceding the month of the related Distribution Date reduced by the
Servicing Fee Rate and the Trustee Fee Rate.
Non-PO Percentage: As to any Discount Mortgage Loan, a fraction
(expressed as a percentage), the numerator of which is the Net Mortgage Interest
Rate of such Discount Mortgage Loan and the denominator of which is 6.750% for
each Group 1 Discount Mortgage Loan, 6.500% for each Group 2 Discount Mortgage
Loan and 6.750% for each Group 3 Discount Mortgage Loan. As to any Mortgage Loan
that is not a Discount Mortgage Loan, 100%.
Non-PO Principal Amount: As to any Distribution Date and Loan Group,
the sum of the applicable Non-PO Percentage of (a) the principal portion of each
Monthly Payment (without giving effect, prior to the reduction of the Bankruptcy
Loss Amount to zero, to any reductions thereof caused by any Debt Service
Reductions) due on each Mortgage Loan in such Loan Group on the related Due
Date, (b) the Stated Principal Balance, as of the date of repurchase, of each
Mortgage Loan in such Loan Group that was repurchased by the Depositor pursuant
to this Agreement as of such Distribution Date, (c) any Substitution Adjustment
Amount in connection with a Defective Mortgage Loan in such Loan Group received
with respect to such Distribution Date, (d) any Liquidation Proceeds allocable
to recoveries of principal of Mortgage Loans in such Loan Group that are not yet
Liquidated Mortgage Loans received during the calendar month preceding the month
of such Distribution Date, (e) with respect to each Mortgage Loan in such Loan
Group that became a Liquidated Mortgage Loan during the calendar month preceding
the month of such Distribution Date, the amount of Liquidation Proceeds
allocable to principal received with respect to such Mortgage Loan during the
calendar month preceding the month of such Distribution Date and (f) all
Principal Prepayments on the Mortgage Loans in such Loan Group received during
the calendar month preceding the month of such Distribution Date.
Non-Supported Interest Shortfalls: As to any Distribution Date and
Loan Group, the amount, if any, by which the aggregate of Prepayment Interest
Shortfalls for such Loan Group exceeds Compensating Interest for such Loan Group
for such Distribution Date.
Non-U.S. Person: A Person other than a U.S. Person.
Nonrecoverable Advance: Any portion of an Advance previously made or
proposed to be made in respect of a Mortgage Loan which has not been previously
reimbursed and which, in the good faith judgment of the Servicer, will not or,
in the case of a proposed Advance, would not be ultimately recoverable from the
related Mortgagor, related Liquidation Proceeds, or other recoveries in respect
of the related Mortgage Loan.
Notional Amount: With respect to the (i) Class 1-A-18 Certificates
and any date of determination, the Class 1-A-18 Notional Amount, (ii) Class
1-A-18A Component and any date of determination, the Class 1-A-18A Notional
Amount, (iii) Class 1-A-18B Component and any date of determination, the Class
1-A-18B Notional Amount, and (iv) Class 1-A-18C Component and any date of
determination, the Class 1-A-18C Notional Amount.
Offered Certificates: The Class A, Class 1-B-1, Class 1-B-2, Class
1-B-3, Class 2-B-1, Class 2-B-2, Class 2-B-3, Class 3-B-1, Class 3-B-2 and Class
3-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 1.81%
Class 1-B-2 1.05%
Class 1-B-3 0.65%
Class 1-B-4 0.40%
Class 1-B-5 0.20%
Class 1-B-6 0.00%
Class 2-B-1 0.85%
Class 2-B-2 0.50%
Class 2-B-3 0.30%
Class 2-B-4 0.20%
Class 2-B-5 0.10%
Class 2-B-6 0.00%
Class 3-B-1 1.56%
Class 3-B-2 1.00%
Class 3-B-3 0.70%
Class 3-B-4 0.40%
Class 3-B-5 0.20%
Class 3-B-6 0.00%
Original Subordinate Certificate Balance: $25,250985.06 for Group 1,
$4,560,706.60 for Group 2 and $5,104,247.89 for Group 3.
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-7, Class 1-A-15, Class 1-A-16 and Class
1-A-17 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
(other than the Class 1-A-18 Certificates) and each Class 1-A-18 Component, the
per annum rate set forth in the Preliminary Statement.
Paying Agent: As defined in Section 9.13.
Percentage Interest: As to any Certificate (other than a Class 1-A-4
Certificate), the percentage obtained by dividing the initial Certificate
Balance of such Certificate (or the initial notional amount for a Class 1-A-18
Certificate) by the Initial Class Certificate Balance or Initial Notional
Amount, as applicable, of the Class of which such Certificate is a part. With
respect to a Class 1-A-4 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 the Trust Estate as two
separate REMICs;
provided, however, that no instrument shall be a Permitted Investment if it
represents either (a) the right to receive only interest payments with respect
to the underlying debt instrument or (b) the right to receive both principal and
interest payments derived from obligations underlying such instrument and the
principal and interest with respect to such instrument provide a yield to
maturity greater than 120% of the yield to maturity at par of such underlying
obligations.
Permitted Transferee: Any Person other than (i) the United States,
or any State or any political subdivision thereof, or any agency or
instrumentality of any of the foregoing, (ii) a foreign government,
international organization or any agency or instrumentality of either of the
foregoing, (iii) an organization which is exempt from tax imposed by Chapter 1
of the Code (including the tax imposed by Section 511 of the Code on unrelated
business taxable income) (except certain farmers' cooperatives described in Code
Section 521), (iv) rural electric and telephone cooperatives described in Code
Section 1381(a)(2)(C) and (v) any other Person so designated by the Servicer
based on an Opinion of Counsel to the effect that any transfer to such Person
may cause the Trust or any other Holder of a Residual Certificate to incur tax
liability that would not be imposed other than on account of such transfer. The
terms "United States," "State" and "international organization" shall have the
meanings set forth in Code Section 7701 or successor provisions.
Person: Any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
Physical Certificates: The Class 1-A-R, Class 1-A-LR, Class 1-B-4,
Class 1-B-5, Class 1-B-6, Class 2-B-4, Class 2-B-5, Class 2-B-6, Class 3-B-4,
Class 3-B-5 and Class 3-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, Group 2
Premium Mortgage Loan or Group 3 Premium Mortgage Loan.
Prepayment Interest Shortfall: As to any Distribution Date and each
Mortgage Loan subject to a Principal Prepayment received during the calendar
month preceding such Distribution Date, the amount, if any, by which one month's
interest at the related Mortgage Interest Rate (net of the Servicing Fee) on
such Principal Prepayment exceeds the amount of interest paid in connection with
such Principal Prepayment.
Primary Insurance Policy: Each policy of primary mortgage guaranty
insurance or any replacement policy therefor with respect to any Mortgage Loan,
in each case issued by an insurer acceptable to FNMA or FHLMC.
Principal-Only Certificates: Any Class of Certificates entitled to
distributions of principal, but to no distributions of interest. The Class A-PO
Certificates are the only Principal-Only Certificates.
Principal Prepayment: Any payment or other recovery of principal on
a Mortgage Loan (other than Liquidation Proceeds) which is received in advance
of its scheduled Due Date and is not accompanied by an amount of interest
representing scheduled interest due on any date or dates in any month or months
subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment of the entire
principal balance of a Mortgage Loan.
Private Certificates: The Class 1-B-4, Class 1-B-5, Class 1-B-6,
Class 2-B-4, Class 2-B-5, Class 2-B-6, Class 3-B-4, Class 3-B-5, Class 3-B-6
Certificates.
Pro Rata Share: As to any Distribution Date and any Class of
Subordinate Certificates of a Group that is not a Restricted Class, the portion
of the Subordinate Principal Distribution Amount for such Group allocable to
such Class, equal to the product of the Subordinate Principal Distribution
Amount for such Group for such Distribution Date and a fraction, the numerator
of which is the related Class Certificate Balance thereof and the denominator of
which is the aggregate Class Certificate Balance of the Subordinate Certificates
of such Group that are not Restricted Classes. The Pro Rata Share of a
Restricted Class shall be 0%.
Qualified Appraiser: An appraiser of a Mortgaged Property duly
appointed by the originator of the related Mortgage Loan, who had no interest,
direct or indirect, in such Mortgaged Property or in any loan made on the
security thereof, whose compensation is not affected by the approval or
disapproval of the related Mortgage Loan and who met the minimum qualifications
of FNMA or FHLMC.
Rate Determination Date: As to any Distribution Date and any Class
of LIBOR Certificates, the second LIBOR Business Day prior to the beginning of
the applicable Interest Accrual Period for such Class and such Distribution
Date.
Rating Agency: Each of Fitch and S&P. If either such organization or
a successor is no longer in existence, "Rating Agency" shall be such nationally
recognized statistical rating organization, or other comparable Person, as is
designated by the Depositor, notice of which designation shall be given to the
Trustee. References herein to a given rating or rating category of a Rating
Agency shall mean such rating category without giving effect to any modifiers.
Realized Loss: With respect to each Liquidated Mortgage Loan, an
amount as of the date of such liquidation, equal to (i) the unpaid principal
balance of the Liquidated Mortgage Loan as of the date of such liquidation, plus
(ii) interest at the Net Mortgage Interest Rate from the Due Date as to which
interest was last paid or advanced (and not reimbursed) to Certificateholders up
to the Due Date in the month in which Liquidation Proceeds are required to be
distributed on the Stated Principal Balance of such Liquidated Mortgage Loan
from time to time, minus (iii) the Liquidation Proceeds, if any, received during
the month in which such liquidation occurred, to the extent applied as
recoveries of interest at the Net Mortgage Interest Rate and to principal of the
Liquidated Mortgage Loan. With respect to each Mortgage Loan that has become the
subject of a Deficient Valuation, if the principal amount due under the related
Mortgage Note has been reduced, the difference between the principal balance of
the Mortgage Loan outstanding immediately prior to such Deficient Valuation and
the principal balance of the Mortgage Loan as reduced by the Deficient
Valuation. With respect to each Mortgage Loan that has become the subject of a
Debt Service Reduction and any Distribution Date, the amount, if any, by which
the principal portion of the related Monthly Payment has been reduced.
Record Date: The last day of the month (or, if such day is not a
Business Day, the preceding Business Day) preceding the month of the related
Distribution Date.
Refinance Mortgage Loan: Any Mortgage Loan the proceeds of which
were not used to purchase the related Mortgaged Property.
Regular Certificates: As defined in the Preliminary Statement
hereto.
Related Group: For Loan Group 1, Group 1, for Loan Group 2, Group 2
and Loan Group 3, Group 3.
Related Loan Group: For Group 1, Loan Group 1, for Group 2, Loan
Group 2 and for Group 3, Loan Group 3.
Relief Act: The Soldiers' and Sailors' Civil Relief Act of 1940, as
amended.
Relief Act Reduction: With respect to any Distribution Date, for any
Mortgage Loan as to which there has been a reduction in the amount of interest
collectible thereon for the most recently ended calendar month as a result of
the application of the Relief Act, the amount, if any, by which (i) interest
collectible on such Mortgage Loan for the most recently ended calendar month is
less than (ii) interest accrued pursuant to the terms of the Mortgage Note on
the same principal amount and for the same period as the interest collectible on
such Mortgage Loan for the most recently ended calendar month.
REMIC: A "real estate mortgage investment conduit" within the
meaning of Section 860D of the Code.
REMIC Certificate Maturity Date: The "latest possible maturity date"
of the Regular Certificates as that term is defined in Section 2.07.
REMIC Provisions: Provisions of the federal income tax law relating
to real estate mortgage investment conduits, which appear at Section 860A
through 860G of Subchapter M of Chapter 1 of the Code, and related provisions,
and regulations promulgated thereunder, as the foregoing may be in effect from
time to time, as well as provisions of applicable state laws.
Remittance Date: As to any Distribution Date, by 2:00 p.m. Eastern
time on the Business Day immediately preceding such Distribution Date.
REO Disposition Period: As defined in Section 3.14.
REO Proceeds: Proceeds, net of any related expenses of the Servicer,
received in respect of any REO Property (including, without limitation, proceeds
from the rental of the related Mortgaged Property) which are received prior to
the final liquidation of such Mortgaged Property.
REO Property: A Mortgaged Property acquired by the Servicer on
behalf of the Trust through foreclosure or deed-in-lieu of foreclosure in
connection with a defaulted Mortgage Loan.
Repurchase Price: As to any Defective Mortgage Loan repurchased on
any date pursuant to Sections 2.02 or 2.04, an amount equal to the sum of (i)
the unpaid principal balance thereof and (ii) the unpaid accrued interest
thereon at the applicable Mortgage Interest Rate from the Due Date to which
interest was last paid by the Mortgagor to the first day of the month following
the month in which such Mortgage Loan became eligible to be repurchased.
Request for Release: The Request for Release submitted by the
Servicer to the Trustee or the Custodian on behalf of the Trustee, substantially
in the form of Exhibit E.
Required Insurance Policy: With respect to any Mortgage Loan, any
insurance policy which is required to be maintained from time to time under this
Agreement in respect of such Mortgage Loan.
Reserve Interest Rate: As defined in Section 5.10.
Residual Certificates: The Class 1-A-R or Class 1-A-LR Certificate.
Responsible Officer: When used with respect to the Trustee, any
officer of the Corporate Trust Department of the Trustee, including any Senior
Vice President, any Vice President, any Assistant Vice President, any Assistant
Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of
the Trustee customarily performing functions similar to those performed by any
of the above designated officers and having responsibility for the
administration of this Agreement.
Restricted Classes: As defined in Section 5.02(d).
Rounding Account: As defined in Section 3.23.
Rounding Amount: As defined in Section 3.23.
S&P: Standard & 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 of such Group
immediately prior to such Distribution Date by the aggregate Class Certificate
Balance of all Classes of Certificates of such Group immediately prior to such
Distribution Date.
Senior Prepayment Percentage: For any Distribution Date and Group
during the five years beginning on the first Distribution Date, 100%. The Senior
Prepayment Percentage for any Group for any Distribution Date occurring on or
after the fifth anniversary of the first Distribution Date will, except as
provided herein, be as follows: for any Distribution Date in the first year
thereafter, the Senior Percentage for such Group plus 70% of the Subordinate
Percentage for such Group for such Distribution Date; for any Distribution Date
in the second year thereafter, the Senior Percentage for such Group plus 60% of
the Subordinate Percentage for such Group for such Distribution Date; for any
Distribution Date in the third year thereafter, the Senior Percentage for such
Group plus 40% of the Subordinate Percentage for such Group for such
Distribution Date; for any Distribution Date in the fourth year thereafter, the
Senior Percentage for such Group plus 20% of the Subordinate Percentage for such
Group for such Distribution Date; and for any Distribution Date in the fifth or
later years thereafter, the Senior Percentage for such Group for such
Distribution Date (unless on any of the foregoing Distribution Dates the Senior
Percentage for such Group exceeds the initial Senior Percentage for such Group,
in which case the Senior Prepayment Percentage for such Group for such
Distribution Date will once again equal 100%). Notwithstanding the foregoing, no
decrease in the Senior Prepayment Percentage for such Group will occur unless
both of the Senior Step Down Conditions are satisfied.
Senior Principal Distribution Amount: As to any Distribution Date
and Group, the sum of (i) the Senior Percentage of the applicable Non-PO
Percentage for such Group of all amounts described in clauses (a) through (d) of
the definition of "Non-PO Principal Amount" for such Distribution Date and
Related Loan Group and (ii) the Senior Prepayment Percentage of the applicable
Non-PO Percentage for such Group of the amounts described in clauses (e) and (f)
of the definition of "Non-PO Principal Amount" for such Distribution Date and
Related Loan Group; provided, however, that if a Debt Service Reduction that is
an Excess Loss is sustained with respect to a Mortgage Loan in the Related Loan
Group that is not a Liquidated Mortgage Loan, the Senior Principal Distribution
Amount for such Group will be reduced on the related Distribution Date by the
Senior Percentage of the Non-PO Percentage for such Group of the principal
portion of such Debt Service Reduction.
Senior Step Down Conditions: As of any Distribution Date and Group
as to which any decrease in the Senior Prepayment Percentage for such Group
applies, (i) the outstanding principal balance of all Mortgage Loans in the
Related Loan Group (including, for this purpose, any Mortgage Loans in
foreclosure or any REO Property) delinquent 60 days or more (averaged over the
preceding six month period), as a percentage of the aggregate Class Certificate
Balance of the Subordinate Certificates of such Group (averaged over the
preceding six-month period), is not equal to or greater than 50% or (ii)
cumulative Realized Losses with respect to the Mortgage Loans in the Related
Loan Group as of the applicable Distribution Date do not exceed the percentages
of the Original Subordinate Certificate Balance for such Group set forth below:
Percentage of
Original Subordinate
Distribution Date Occurring Certificate Balance
- --------------------------- -------------------
August 2006 through July 2007 30%
August 2007 through July 2008 35%
August 2008 through July 2009 40%
August 2009 through July 2010 45%
August 2010 and thereafter 50%
Servicer: Bank of America, N.A., a national banking association, or
its successor in interest, in its capacity as servicer of the Mortgage Loans, or
any successor servicer appointed as herein provided.
Servicer Advance Date: As to any Distribution Date, 11:30 a.m.,
Eastern time, on the Business Day immediately preceding such Distribution Date.
Servicer Custodial Account: The separate Eligible Account or
Accounts created and maintained by the Servicer pursuant to Section 3.08(b).
Servicer's Certificate: The monthly report required by Section 4.01.
Servicing Advances: All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in the performance by the Servicer of its
servicing obligations, including, but not limited to (i) the preservation,
restoration and protection of a Mortgaged Property, (ii) expenses reimbursable
to the Servicer pursuant to Section 3.14 and any enforcement or judicial
proceedings, including foreclosures, (iii) the management and liquidation of any
REO Property and (iv) compliance with the obligations under Section 3.12.
Servicing Fee: With respect to each Mortgage Loan and Distribution
Date, the amount of the fee payable to the Servicer, which shall, for such
Distribution Date, be equal to one-twelfth of the product of the Servicing Fee
Rate with respect to such Mortgage Loan and the Stated Principal Balance of such
Mortgage Loan, subject to reduction as provided in Section 3.17. Such fee shall
be payable monthly, computed on the basis of the same Stated Principal Balance
and period respecting which any related interest payment on a Mortgage Loan is
computed. The Servicer's right to receive the Servicing Fee is limited to, and
payable solely from, the interest portion (including recoveries with respect to
interest from Liquidation Proceeds and other proceeds, to the extent permitted
by Section 3.11) of related Monthly Payments collected by the Servicer, or as
otherwise provided under Section 3.11.
Servicing Fee Rate: With respect to each Mortgage Loan in the
Related Loan Group, the per annum rate equal to (i) the related Mortgage
Interest Rate less (ii) the sum of 6.750% for Group 1, 6.500% for Group 2 and
6.750% for Group 3 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
------------------------------ ----------------
August 2001 through July 2006 0%
August 2006 through July 2007 30%
August 2007 through July 2008 40%
August 2008 through July 2009 60%
August 2009 through July 2010 80%
August 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. Any 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-4 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.
TAC Group: The Class 1-A-8 and Class 1-A-9 Certificates,
collectively.
TAC Principal Amount: As to any Distribution Date and for the TAC
Group, the amount, if any, that would reduce the balance of the TAC Group to the
balance shown in the table set forth in Exhibit M with respect to such
Distribution Date.
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, 0.0020% per
annum.
Uncertificated Lower-Tier Interest: A regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and is
entitled to monthly distributions as provided in Section 5.02(a) hereof. Any of
the Class 1-A-L1, Class 1-A-L7, Class 1-A-L8, Class 1-A-L15, Class 1-A-L16,
Class 1-A-LPO, Class 1-A-LUR, Class 2-A-L1, Class 2-A-LPO, Class 3-A-L1, Class
3-A-LPO, Class 1-B-L1, Class 1-B-L2, Class 1-B-L3, Class 1-B-L4, Class 1-B-L5,
Class 1-B-L6, Class 2-B-L1, Class 2-B-L2, Class 2-B-L3, Class 2-B-L4, Class
2-B-L5, Class 2-B-L6 Class 3-B-L1, Class 3-B-L2, Class 3-B-L3, Class 3-B-L4,
Class 3-B-L5 and Class 3-B-L6 Interests are Uncertificated Lower-Tier Interests.
Underwriting Guidelines: The underwriting guidelines of Bank of
America, N.A.
Upper-Tier Certificate: Any one of the Class A Certificates (other
than the Class 1-A-LR Certificate) and the Class B Certificates.
Upper-Tier Certificate Account: The separate Eligible Account
established and maintained by the Trustee pursuant to Section 3.08(f).
Upper-Tier REMIC: As defined in the Preliminary Statement, the
assets of which consist of the Uncertificated Lower-Tier Interests and such
amounts as shall from time to time be held in the Upper-Tier Certificate
Account.
U.S. Person: A citizen or resident of the United States, a
corporation or partnership (unless, in the case of a partnership, Treasury
Regulations are adopted that provide otherwise) created or organized in or under
the laws of the United States, any state thereof or the District of Columbia,
including an entity treated as a corporation or partnership for federal income
tax purposes, an estate whose income is subject to United States federal income
tax regardless of its source, or a trust if a court within the United States is
able to exercise primary supervision over the administration of such trust, and
one or more such U.S. Persons have the authority to control all substantial
decisions of such trust (or, to the extent provided in applicable Treasury
Regulations, certain trusts in existence on August 20, 1996 which are eligible
to elect to be treated as U.S. Persons).
Voting Rights: The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. As of any date of
determination, (a) 1% of all Voting Rights shall be allocated to the Holders of
the Residual Certificates, (b) 1% of all Voting Rights shall be allocated to the
Holders of the Class 1-A-18 Certificates and (c) the remaining Voting Rights
shall be allocated among Holders of the remaining Classes of Certificates in
proportion to the Certificate Balances of their respective Certificates on such
date.
Section 1.02 Interest Calculations. All calculations of interest
will be made on a 360-day year consisting of twelve 30-day months. All dollar
amounts calculated hereunder shall be rounded to the nearest penny with one-half
of one penny being rounded down.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans. (a) The Depositor,
concurrently with the execution and delivery hereof, hereby sells, transfers,
assigns, sets over and otherwise conveys to the Trustee on behalf of the Trust
for the benefit of the Certificateholders, without recourse, all the right,
title and interest of the Depositor in and to the Mortgage Loans, including all
interest and principal received on or with respect to the Mortgage Loans (other
than payments of principal and interest due and payable on the Mortgage Loans on
or before the Cut-Off Date). The foregoing sale, transfer, assignment and set
over does not and is not intended to result in a creation of an assumption by
the Trustee of any obligation of the Depositor or any other Person in connection
with the Mortgage Loans or any agreement or instrument relating thereto, except
as specifically set forth herein.
(b) In connection with such transfer and assignment, the Depositor
has delivered or caused to be delivered to the Trustee, for the benefit of the
Certificateholders, the following documents or instruments with respect to each
Mortgage Loan so assigned:
(i) the original Mortgage Note, endorsed by manual or facsimile
signature in the following form: "Pay to the order of The Bank of New
York, as Trustee, without recourse," with all necessary intervening
endorsements showing a complete chain of endorsement from the originator
to the Trustee (each such endorsement being sufficient to transfer all
right, title and interest of the party so endorsing, as noteholder or
assignee thereof, in and to that Mortgage Note);
(ii) except as provided below, the original recorded Mortgage with
evidence of a recording thereon, or if any such Mortgage has not been
returned from the applicable recording office or has been lost, or if such
public recording office retains the original recorded Mortgage, a copy of
such Mortgage certified by the Depositor as being a true and correct copy
of the Mortgage;
(iii) subject to the provisos at the end of this paragraph, a duly
executed Assignment of Mortgage to "The Bank of New York, as trustee for
the holders of the Bank of America Mortgage Securities, Inc. Mortgage
Pass-Through Certificates, Series 2001-8" (which may be included in a
blanket assignment or assignments), together with, except as provided
below, originals of all interim recorded assignments of such mortgage or a
copy of such interim assignment certified by the Depositor as being a true
and complete copy of the original recorded intervening assignments of
Mortgage (each such assignment, when duly and validly completed, to be in
recordable form and sufficient to effect the assignment of and transfer to
the assignee thereof, under the Mortgage to which the assignment relates);
provided that, if the related Mortgage has not been returned from the
applicable public recording office, such Assignment of Mortgage may
exclude the information to be provided by the recording office; and
provided, further, if the related Mortgage has been recorded in the name
of Mortgage Electronic Registration Systems, Inc. ("MERS") or its
designee, no Assignment of Mortgage in favor of the Trustee will be
required to be prepared or delivered and instead, the Servicer shall take
all actions as are necessary to cause the Trust to be shown as the owner
of the related Mortgage Loan on the records of MERS for purposes of the
system of recording transfers of beneficial ownership of mortgages
maintained by MERS;
(iv) the originals of all assumption, modification, consolidation or
extension agreements, if any, with evidence of recording thereon, if any;
(v) the original or duplicate original mortgagee title insurance
policy and all riders thereto;
(vi) the original of any guarantee executed in connection with the
Mortgage Note;
(vii) for each Mortgage Loan, if any, which is secured by a
residential long-term lease, a copy of the lease with evidence of
recording indicated thereon, or, if the lease is in the process of being
recorded, a photocopy of the lease, certified by an officer of the
respective prior owner of such Mortgage Loan or by the applicable title
insurance company, closing/settlement/escrow agent or company or closing
attorney to be a true and correct copy of the lease transmitted for
recordation;
(viii) the original of any security agreement, chattel mortgage or
equivalent document executed in connection with the Mortgage; and
(ix) for each Mortgage Loan secured by Co-op Shares, the originals
of the following documents or instruments:
(A) The stock certificate;
(B) The stock power executed in blank;
(C) The executed proprietary lease;
(D) The executed recognition agreement;
(E) The executed assignment of recognition agreement, if any;
(F) The executed UCC-1 financing statement with evidence of
recording thereon; and
(G) Executed UCC-3 financing statements or other appropriate
UCC financing statements required by state law, evidencing a
complete and unbroken line from the mortgagee to the Trustee with
evidence of recording thereon (or in a form suitable for
recordation).
provided, however, that on the Closing Date, with respect to item (iii), the
Depositor has delivered to the Trustee a copy of such Assignment of Mortgage in
blank and has caused the Servicer to retain the completed Assignment of Mortgage
for recording as described below, unless such Mortgage has been recorded in the
name of MERS or its designee. In addition, if the Depositor is unable to deliver
or cause the delivery of any original Mortgage Note due to the loss of such
original Mortgage Note, the Depositor may deliver a copy of such Mortgage Note,
together with a lost note affidavit, and shall thereby be deemed to have
satisfied the document delivery requirements of this Section 2.01(b). As set
forth on Exhibit L attached hereto is a list of all states where recordation is
required by either Rating Agency to obtain the initial ratings of the
Certificates. The Trustee may rely and shall be protected in relying upon the
information contained in such Exhibit L.
If in connection with any Mortgage Loans, the Depositor cannot
deliver (A) the Mortgage, (B) all interim recorded assignments, (C) all
assumption, modification, consolidation or extension agreements, if any, or (D)
the lender's title policy (together with all riders thereto) satisfying the
requirements of clause (ii), (iii), (iv) or (v) above, respectively,
concurrently with the execution and delivery hereof because such document or
documents have not been returned from the applicable public recording office in
the case of clause (ii), (iii) or (iv) above, or because the title policy has
not been delivered to either the Servicer or the Depositor by the applicable
title insurer in the case of clause (v) above, the Depositor shall promptly
deliver or cause to be delivered to the Trustee or the Custodian on behalf of
the Trustee, in the case of clause (ii), (iii) or (iv) above, such Mortgage,
such interim assignment or such assumption, modification, consolidation or
extension agreement, as the case may be, with evidence of recording indicated
thereon upon receipt thereof from the public recording office, but in no event
shall any such delivery of any such documents or instruments be made later than
one year following the Closing Date, unless, in the case of clause (ii), (iii)
or (iv) above, there has been a continuing delay at the applicable recording
office or, in the case of clause (v), there has been a continuing delay at the
applicable insurer and the Depositor has delivered the Officer's Certificate to
such effect to the Trustee. The Depositor shall forward or cause to be forwarded
to the Trustee (1) from time to time additional original documents evidencing an
assumption or modification of a Mortgage Loan and (2) any other documents
required to be delivered by the Depositor or the Servicer to the Trustee or the
Custodian on the Trustee's behalf. In the event that the original Mortgage is
not delivered and in connection with the payment in full of the related Mortgage
Loan the public recording office requires the presentation of a "lost
instruments affidavit and indemnity" or any equivalent document, because only a
copy of the Mortgage can be delivered with the instrument of satisfaction or
reconveyance, the Servicer shall prepare, execute and deliver or cause to be
prepared, executed and delivered, on behalf of the Trust, such a document to the
public recording office.
As promptly as practicable subsequent to such transfer and
assignment, and in any event, within 30 days thereafter, the Servicer shall
(except for any Mortgage which has been recorded in the name of MERS or its
designee) (I) cause each Assignment of Mortgage to be in proper form for
recording in the appropriate public office for real property records within 30
days of the Closing Date and (II) at the Depositor's expense, cause to be
delivered for recording in the appropriate public office for real property
records the Assignments of the Mortgages to the Trustee, except that, with
respect to any Assignment of a Mortgage as to which the Servicer has not
received the information required to prepare such assignment in recordable form,
the Servicer's obligation to do so and to deliver the same for such recording
shall be as soon as practicable after receipt of such information and in any
event within 30 days after the receipt thereof and, no recording of an
Assignment of Mortgage will be required in a state if either (i) the Depositor
furnishes to the Trustee an unqualified Opinion of Counsel reasonably acceptable
to the Trustee to the effect that recordation of such assignment is not
necessary under applicable state law to preserve the Trustee's interest in the
related Mortgage Loan against the claim of any subsequent transferee of such
Mortgage Loan or any successor to, or creditor of, the Depositor or the
originator of such Mortgage Loan or (ii) the recordation of an Assignment of
Mortgage in such state is not required by either Rating Agency in order to
obtain the initial ratings on the Certificates on the Closing Date.
In the case of Mortgage Loans that have been prepaid in full as of
the Closing Date, the Depositor, in lieu of delivering the above documents to
the Trustee, or the Custodian on the Trustee's behalf, will cause the Servicer
to deposit in the Servicer Custodial Account the portion of such payment that is
required to be deposited in the Servicer Custodial Account pursuant to Section
3.08.
Section 2.02 Acceptance by the Trustee of the Mortgage Loans.
Subject to the provisions of the following paragraph, the Trustee declares that
it, or the Custodian as its agent, will hold the documents referred to in
Section 2.01 and the other documents delivered to it constituting the Mortgage
Files, and that it will hold such other assets as are included in the Trust
Estate, in trust for the exclusive use and benefit of all present and future
Certificateholders.
Within 90 days after the execution and delivery of this Agreement,
the Trustee shall review, or cause the Custodian to review, the Mortgage Files
in its possession. If, in the course of such review, the Trustee or the
Custodian finds any document constituting a part of a Mortgage File which does
not meet the requirements of Section 2.01 or is omitted from such Mortgage File,
the Trustee shall promptly so notify the Servicer and the Depositor, or shall
cause the Custodian to promptly so notify the Servicer and the Depositor. In
performing any such review, the Trustee or the Custodian may conclusively rely
on the purported genuineness of any such document and any signature thereon. It
is understood that the scope of the Trustee's or the Custodian's review of the
Mortgage Files is limited solely to confirming that the documents listed in
Section 2.01 have been received and further confirming that any and all
documents delivered pursuant to Section 2.01 appear on their face to have been
executed and relate to the Mortgage Loans identified in the Mortgage Loan
Schedule. Neither the Trustee nor the Custodian shall have any responsibility
for determining whether any document is valid and binding, whether the text of
any assignment or endorsement is in proper or recordable form, whether any
document has been recorded in accordance with the requirements of any applicable
jurisdiction, or whether a blanket assignment is permitted in any applicable
jurisdiction. The Depositor hereby covenants and agrees that it will promptly
correct or cure such defect within 90 days from the date it was so notified of
such defect and, if the Depositor does not correct or cure such defect within
such period, the Depositor will either (a) substitute for the related Mortgage
Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the
manner and subject to the conditions set forth below or (b) purchase such
Mortgage Loan from the Trustee at the Repurchase Price for such Mortgage Loan;
provided, however, that in no event shall such a substitution occur more than
two years from the Closing Date; provided, further, that such substitution or
repurchase shall occur within 90 days of when such defect was discovered if such
defect will cause the Mortgage Loan not to be a "qualified mortgage" within the
meaning of Section 860G(a)(3) of the Code.
With respect to each Substitute Mortgage Loan the Depositor shall
deliver to the Trustee, for the benefit of the Certificateholders, the Mortgage
Note, the Mortgage, the related Assignment of Mortgage (except for any Mortgage
which has been recorded in the name of MERS or its designee), and such other
documents and agreements as are otherwise required by Section 2.01, with the
Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. No
substitution is permitted to be made in any calendar month after the
Determination Date for such month. Monthly Payments due with respect to any such
Substitute Mortgage Loan in the month of substitution shall not be part of the
Trust Estate and will be retained by the Depositor. For the month of
substitution, distributions to Certificateholders will include the Monthly
Payment due for such month on any Defective Mortgage Loan for which the
Depositor has substituted a Substitute Mortgage Loan.
The Servicer shall amend the Mortgage Loan Schedule for the benefit
of the Certificateholders to reflect the removal of each Mortgage Loan that has
become a Defective Mortgage Loan and the substitution of the Substitute Mortgage
Loan or Loans and the Servicer shall deliver the amended Mortgage Loan Schedule
to the Trustee and the Custodian. Upon such substitution, each Substitute
Mortgage Loan shall be subject to the terms of this Agreement in all respects,
and the Depositor shall be deemed to have made to the Trustee with respect to
such Substitute Mortgage Loan, as of the date of substitution, the
representations and warranties made pursuant to Section 2.04. Upon any such
substitution and the deposit to the Servicer Custodial Account of any required
Substitution Adjustment Amount (as described in the next paragraph) and receipt
of a Request for Release, the Trustee shall release, or shall direct the
Custodian to release, the Mortgage File relating to such Defective Mortgage Loan
to the Depositor and shall execute and deliver at the Depositor's direction such
instruments of transfer or assignment prepared by the Depositor, in each case
without recourse, as shall be necessary to vest title in the Depositor, or its
designee, to the Trustee's interest in any Defective Mortgage Loan substituted
for pursuant to this Section 2.02.
For any month in which the Depositor substitutes one or more
Substitute Mortgage Loans for one or more Defective Mortgage Loans, the amount
(if any) by which the aggregate principal balance of all such Substitute
Mortgage Loans in a Loan Group as of the date of substitution is less than the
aggregate Stated Principal Balance of all such Defective Mortgage Loans in such
Loan Group (after application of the principal portion of the Monthly Payments
due in the month of substitution) (the "Substitution Adjustment Amount" for such
Loan Group) plus an amount equal to the aggregate of any unreimbursed Advances
with respect to such Defective Mortgage Loans shall be deposited into the
applicable Certificate Account by the Depositor on or before the Remittance Date
for the Distribution Date in the month succeeding the calendar month during
which the related Mortgage Loan is required to be purchased or replaced
hereunder.
The Trustee shall retain or shall cause the Custodian to retain
possession and custody of each Mortgage File in accordance with and subject to
the terms and conditions set forth herein. The Servicer shall promptly deliver
to the Trustee, upon the execution or, in the case of documents requiring
recording, receipt thereof, the originals of such other documents or instruments
constituting the Mortgage File as come into the Servicer's possession from time
to time.
It is understood and agreed that the obligation of the Depositor to
substitute for or to purchase any Mortgage Loan which does not meet the
requirements of Section 2.01 shall constitute the sole remedy respecting such
defect available to the Trustee and any Certificateholder against the Depositor.
The Trustee or the Custodian, on behalf of the Trustee, shall be
under no duty or obligation (i) to inspect, review or examine any such
documents, instruments, certificates or other papers to determine that they are
genuine, enforceable, or appropriate for the represented purpose or that they
are other than what they purport to be on their face or (ii) to determine
whether any Mortgage File should include any of the documents specified in
Section 2.01(b)(iv), (vi), (vii) and (viii).
Section 2.03 Representations, Warranties and Covenants of the
Servicer. The Servicer hereby makes the following representations and warranties
to the Depositor and the Trustee, as of the Closing Date:
(i) The Servicer is a national banking association duly organized,
validly existing, and in good standing under the federal laws of the
United States of America and has all licenses necessary to carry on its
business as now being conducted and is licensed, qualified and in good
standing in each of the states where a Mortgaged Property is located if
the laws of such state require licensing or qualification in order to
conduct business of the type conducted by the Servicer. The Servicer has
power and authority to execute and deliver this Agreement and to perform
in accordance herewith; the execution, delivery and performance of this
Agreement (including all instruments of transfer to be delivered pursuant
to this Agreement) by the Servicer and the consummation of the
transactions contemplated hereby have been duly and validly authorized.
This Agreement, assuming due authorization, execution and delivery by the
other parties hereto, evidences the valid, binding and enforceable
obligation of the Servicer, subject to applicable law except as
enforceability may be limited by (A) bankruptcy, insolvency, liquidation,
receivership, moratorium, reorganization or other similar laws affecting
the enforcement of the rights of creditors and (B) general principles of
equity, whether enforcement is sought in a proceeding in equity or at law.
All requisite corporate action has been taken by the Servicer to make this
Agreement valid and binding upon the Servicer in accordance with its
terms.
(ii) No consent, approval, authorization or order is required for
the transactions contemplated by this Agreement from any court,
governmental agency or body, or federal or state regulatory authority
having jurisdiction over the Servicer is required or, if required, such
consent, approval, authorization or order has been or will, prior to the
Closing Date, be obtained.
(iii) The consummation of the transactions contemplated by this
Agreement are in the ordinary course of business of the Servicer and will
not result in the breach of any term or provision of the charter or
by-laws of the Servicer or result in the breach of any term or provision
of, or conflict with or constitute a default under or result in the
acceleration of any obligation under, any agreement, indenture or loan or
credit agreement or other instrument to which the Servicer or its property
is subject, or result in the violation of any law, rule, regulation,
order, judgment or decree to which the Servicer or its property is
subject.
(iv) There is no action, suit, proceeding or investigation pending
or, to the best knowledge of the Servicer, threatened against the Servicer
which, either individually or in the aggregate, would result in any
material adverse change in the business, operations, financial condition,
properties or assets of the Servicer, or in any material impairment of the
right or ability of the Servicer to carry on its business substantially as
now conducted or which would draw into question the validity of this
Agreement or the Mortgage Loans or of any action taken or to be taken in
connection with the obligations of the Servicer contemplated herein, or
which would materially impair the ability of the Servicer to perform under
the terms of this Agreement.
The representations and warranties made pursuant to this Section
2.03 shall survive delivery of the respective Mortgage Files to the Trustee for
the benefit of the Certificateholders.
Section 2.04 Representations and Warranties of the Depositor as to
the Mortgage Loans. The Depositor hereby represents and warrants to the Trustee
with respect to the Mortgage Loans or each Mortgage Loan, as the case may be, as
of the date hereof or such other date set forth herein that as of the Closing
Date:
(i) The information set forth in the Mortgage Loan Schedule is true
and correct in all material respects.
(ii) There are no delinquent taxes, ground rents, governmental
assessments, insurance premiums, leasehold payments, including assessments
payable in future installments or other outstanding charges affecting the
lien priority of the related Mortgaged Property.
(iii) The terms of the Mortgage Note and the Mortgage have not been
impaired, waived, altered or modified in any respect, except by written
instruments, recorded in the applicable public recording office if
necessary to maintain the lien priority of the Mortgage, and which have
been delivered to the Trustee; the substance of any such waiver,
alteration or modification has been approved by the insurer under the
Primary Insurance Policy, if any, the title insurer, to the extent
required by the related policy, and is reflected on the Mortgage Loan
Schedule. No instrument of waiver, alteration or modification has been
executed, and no Mortgagor has been released, in whole or in part, except
in connection with an assumption agreement approved by the insurer under
the Primary Insurance Policy, if any, the title insurer, to the extent
required by the policy, and which assumption agreement has been delivered
to the Trustee.
(iv) The Mortgage Note and the Mortgage are not subject to any right
of rescission, set-off, counterclaim or defense, including the defense of
usury, nor will the operation of any of the terms of the Mortgage Note and
the Mortgage, or the exercise of any right thereunder, render either the
Mortgage Note or the Mortgage unenforceable, in whole or in part, or
subject to any right of rescission, set-off, counterclaim or defense,
including the defense of usury and no such right of rescission, set-off,
counterclaim or defense has been asserted with respect thereto.
(v) All buildings upon the Mortgaged Property are insured by an
insurer generally acceptable to prudent mortgage lending institutions
against loss by fire, hazards of extended coverage and such other hazards
as are customary in the area the Mortgaged Property is located, pursuant
to insurance policies conforming to the requirements of Customary
Servicing Procedures and this Agreement. All such insurance policies
contain a standard mortgagee clause naming the originator of the Mortgage
Loan, its successors and assigns as mortgagee and all premiums thereon
have been paid. If the Mortgaged Property is in an area identified on a
flood hazard map or flood insurance rate map issued by the Federal
Emergency Management Agency as having special flood hazards (and such
flood insurance has been made available), a flood insurance policy meeting
the requirements of the current guidelines of the Federal Insurance
Administration is in effect which policy conforms to the requirements of
FNMA or FHLMC. The Mortgage obligates the Mortgagor thereunder to maintain
all such insurance at the Mortgagor's cost and expense, and on the
Mortgagor's failure to do so, authorizes the holder of the Mortgage to
maintain such insurance at Mortgagor's cost and expense and to seek
reimbursement therefor from the Mortgagor.
(vi) Any and all requirements of any federal, state or local law
including, without limitation, usury, truth in lending, real estate
settlement procedures, consumer credit protections, equal credit
opportunity or disclosure laws applicable to the origination and servicing
of Mortgage Loan have been complied with.
(vii) The Mortgage has not been satisfied, canceled, subordinated or
rescinded, in whole or in part (other than as to Principal Prepayments in
full which may have been received prior to the Closing Date), and the
Mortgaged Property has not been released from the lien of the Mortgage, in
whole or in part, nor has any instrument been executed that would effect
any such satisfaction, cancellation, subordination, rescission or release.
(viii) The Mortgage is a valid, existing and enforceable first lien
on the Mortgaged Property, including all improvements on the Mortgaged
Property subject only to (A) the lien of current real property taxes and
assessments not yet due and payable, (B) covenants, conditions and
restrictions, rights of way, easements and other matters of the public
record as of the date of recording being acceptable to mortgage lending
institutions generally and specifically referred to in the lender's title
insurance policy delivered to the originator of the Mortgage Loan and
which do not adversely affect the Appraised Value of the Mortgaged
Property, (C) if the Mortgaged Property consists of Co-op Shares, any lien
for amounts due to the cooperative housing corporation for unpaid
assessments or charges or any lien of any assignment of rents or
maintenance expenses secured by the real property owned by the cooperative
housing corporation, and (D) other matters to which like properties are
commonly subject which do not materially interfere with the benefits of
the security intended to be provided by the Mortgage or the use,
enjoyment, value or marketability of the related Mortgaged Property. Any
security agreement, chattel mortgage or equivalent document related to and
delivered in connection with the Mortgage Loan establishes and creates a
valid, existing and enforceable first lien and first priority security
interest on the property described therein and the Depositor has the full
right to sell and assign the same to the Trustee.
(ix) The Mortgage Note and the related Mortgage are genuine and each
is the legal, valid and binding obligation of the maker thereof,
enforceable in accordance with its terms except as enforceability may be
limited by (A) bankruptcy, insolvency, liquidation, receivership,
moratorium, reorganization or other similar laws affecting the enforcement
of the rights of creditors and (B) general principles of equity, whether
enforcement is sought in a proceeding in equity or at law.
(x) All parties to the Mortgage Note and the Mortgage had legal
capacity to enter into the Mortgage Loan and to execute and deliver the
Mortgage Note and the Mortgage, and the Mortgage Note and the Mortgage
have been duly and properly executed by such parties.
(xi) The proceeds of the Mortgage Loan have been fully disbursed to
or for the account of the Mortgagor and there is no obligation for the
Mortgagee to advance additional funds thereunder and any and all
requirements as to completion of any on-site or off-site improvements and
as to disbursements of any escrow funds therefor have been complied with.
All costs fees and expenses incurred in making or closing the Mortgage
Loan and the recording of the Mortgage have been paid, and the Mortgagor
is not entitled to any refund of any amounts paid or due to the Mortgagee
pursuant to the Mortgage Note or Mortgage.
(xii) To the best of the Depositor's knowledge, all parties which
have had any interest in the Mortgage Loan, whether as mortgagee,
assignee, pledgee or otherwise, are (or, during the period in which they
held and disposed of such interest, were) in compliance with any and all
applicable "doing business" and licensing requirements of the laws of the
state wherein the Mortgaged Property is located.
(xiii) The Mortgage Loan is covered by an ALTA lender's title
insurance policy, acceptable to FNMA or FHLMC, issued by a title insurer
acceptable to FNMA or FHLMC and qualified to do business in the
jurisdiction where the Mortgaged Property is located, insuring (subject to
the exceptions contained in (viii)(A) and (B) above) the Seller, its
successors and assigns as to the first priority lien of the Mortgage in
the original principal amount of the Mortgage Loan. The Depositor is the
sole insured of such lender's title insurance policy, and such lender's
title insurance policy is in full force and effect and will be in full
force and effect upon the consummation of the transactions contemplated by
this Agreement. No claims have been made under such lender's title
insurance policy, and the Depositor has not done, by act or omission,
anything which would impair the coverage of such lender's title insurance
policy.
(xiv) There is no default, breach, violation or event of
acceleration existing under the Mortgage or the Mortgage Note and no event
which, with the passage of time or with notice and the expiration of any
grace or cure period, would constitute a default, breach, violation or
event of acceleration, and the Seller has not waived any default, breach,
violation or event of acceleration.
(xv) As of the date of origination of the Mortgage Loan, there had
been no mechanics' or similar liens or claims filed for work, labor or
material (and no rights are outstanding that under law could give rise to
such lien) affecting the relating Mortgaged Property which are or may be
liens prior to, or equal or coordinate with, the lien of the related
Mortgage.
(xvi) All improvements which were considered in determining the
Appraised Value of the related Mortgaged Property lay wholly within the
boundaries and building restriction lines of the Mortgaged Property, and
no improvements on adjoining properties encroach upon the Mortgaged
Property.
(xvii) The Mortgage Loan was originated by a commercial bank or
similar banking institution which is supervised and examined by a federal
or state authority, or by a mortgagee approved by the Secretary of HUD.
(xviii) Principal payments on the Mortgage Loan commenced no more
than sixty days after the proceeds of the Mortgaged Loan were disbursed.
The Mortgage Loans are 30-year fixed rate mortgage loans having an
original term to maturity of not more than 30 years, with interest payable
in arrears on the first day of the month. Each Mortgage Note requires a
monthly payment which is sufficient to fully amortize the original
principal balance over the original term thereof and to pay interest at
the related Mortgage Interest Rate. The Mortgage Note does not permit
negative amortization.
(xix) There is no proceeding pending or, to the Depositor's
knowledge, threatened for the total or partial condemnation of the
Mortgaged Property and such property is in good repair and is undamaged by
waste, fire, earthquake or earth movement, windstorm, flood, tornado or
other casualty, so as to affect adversely the value of the Mortgaged
Property as security for the Mortgage Loan or the use for which the
premises were intended.
(xx) The Mortgage and related Mortgage Note contain customary and
enforceable provisions such as to render the rights and remedies of the
holder thereof adequate for the realization against the Mortgaged Property
of the benefits of the security provided thereby, including (A) in the
case of a Mortgage designated as a deed of trust, by trustee's sale, and
(B) otherwise by judicial foreclosure. To the best of the Depositor's
knowledge, following the date of origination of the Mortgage Loan, the
Mortgaged Property has not been subject to any bankruptcy proceeding or
foreclosure proceeding and the Mortgagor has not filed for protection
under applicable bankruptcy laws. There is no homestead or other exemption
or right available to the Mortgagor or any other person which would
interfere with the right to sell the Mortgaged Property at a trustee's
sale or the right to foreclose the Mortgage.
(xxi) The Mortgage Note and Mortgage are on forms acceptable to FNMA
or FHLMC.
(xxii) The Mortgage Note is not and has not been secured by any
collateral except the lien of the corresponding Mortgage on the Mortgaged
Property and the security interest of any applicable security agreement or
chattel mortgage referred to in (viii) above.
(xxiii) The Mortgage File contains an appraisal of the related
Mortgaged Property, in a form acceptable to FNMA or FHLMC and such
appraisal complies with the requirements of FIRREA, and was made and
signed, prior to the approval of the Mortgage Loan application, by a
Qualified Appraiser.
(xxiv) In the event the Mortgage constitutes a deed of trust, a
trustee, duly qualified under applicable law to serve as such, has been
properly designated and currently so serves, and no fees or expenses are
or will become payable by the Trustee to the trustee under the deed of
trust, except in connection with a trustee's sale after default by the
Mortgagor.
(xxv) No Mortgage Loan is a graduated payment mortgage loan, no
Mortgage Loan has a shared appreciation or other contingent interest
feature, and no Mortgage Loan contains any "buydown" provision.
(xxvi) The Mortgagor has received all disclosure materials required
by applicable law with respect to the making of mortgage loans of the same
type as the Mortgage Loan and rescission materials required by applicable
law if the Mortgage Loan is a Refinance Mortgage Loan.
(xxvii) Each Mortgage Loan with a Loan-to-Value Ratio at origination
in excess of 80% will be subject to a Primary Insurance Policy, issued by
an insurer acceptable to FNMA or FHLMC, which insures that portion of the
Mortgage Loan in excess of the portion of the Appraised Value of the
Mortgaged Property required by FNMA. All provisions of such Primary
Insurance Policy have been and are being complied with, such policy is in
full force and effect, and all premiums due thereunder have been paid. Any
Mortgage subject to any such Primary Insurance Policy obligates the
Mortgagor thereunder to maintain such insurance and to pay all premiums
and charges in connection therewith at least until Loan-to-Value Ratio of
such Mortgage Loan is reduced to less than 80%. The Mortgage Interest Rate
for the Mortgage Loan does not include any such insurance premium.
(xxviii) To the best of the Depositor's knowledge as of the date of
origination of the Mortgage Loan, (A) the Mortgaged Property is lawfully
occupied under applicable law, (B) all inspections, licenses and
certificates required to be made or issued with respect to all occupied
portions of the Mortgaged Property and, with respect to the use and
occupancy of the same, including but not limited to certificates of
occupancy, have been made or obtained from the appropriate authorities and
(C) no improvement located on or part of the Mortgaged Property is in
violation of any zoning law or regulation.
(xxix) The Assignment of Mortgage (except with respect to any
Mortgage that has been recorded in the name of MERS or its designee) is in
recordable form and is acceptable for recording under the laws of the
jurisdiction in which the Mortgaged Property is located.
(xxx) All payments required to be made prior to the Cut-Off Date for
such Mortgage Loan under the terms of the Mortgage Note have been made and
no Mortgage Loan has been more than 30 days delinquent more than once in
the twelve month period immediately prior to the Cut-Off Date.
(xxxi) With respect to each Mortgage Loan, the Depositor or Servicer
is in possession of a complete Mortgage File except for the documents
which have been delivered to the Trustee or which have been submitted for
recording and not yet returned.
(xxxii) Immediately prior to the transfer and assignment
contemplated herein, the Depositor was the sole owner and holder of the
Mortgage Loans. The Mortgage Loans were not assigned or pledged by the
Depositor and the Depositor had good and marketable title thereto, and the
Depositor had full right to transfer and sell the Mortgage Loans to the
Trustee free and clear of any encumbrance, participation interest, lien,
equity, pledge, claim or security interest and had full right and
authority subject to no interest or participation in, or agreement with
any other party to sell or otherwise transfer the Mortgage Loans.
(xxxiii) Any future advances made prior to the Cut-Off Date have
been consolidated with the outstanding principal amount secured by the
Mortgage, and the secured principal amount, as consolidated, bears a
single interest rate and single repayment term. The lien of the Mortgage
securing the consolidated principal amount is expressly insured as having
first lien priority by a title insurance policy, an endorsement to the
policy insuring the mortgagee's consolidated interest or by other title
evidence acceptable to FNMA and FHLMC. The consolidated principal amount
does not exceed the original principal amount of the Mortgage Loan.
(xxxiv) The Mortgage Loan was underwritten in accordance with the
applicable Underwriting Guidelines in effect at the time of origination
with exceptions thereto exercised in a reasonable manner.
(xxxv) If the Mortgage Loan is secured by a long-term residential
lease, (1) the lessor under the lease holds a fee simple interest in the
land; (2) the terms of such lease expressly permit the mortgaging of the
leasehold estate, the assignment of the lease without the lessor's consent
and the acquisition by the holder of the Mortgage of the rights of the
lessee upon foreclosure or assignment in lieu of foreclosure or provide
the holder of the Mortgage with substantially similar protections; (3) the
terms of such lease do not (a) allow the termination thereof upon the
lessee's default without the holder of the Mortgage being entitled to
receive written notice of, and opportunity to cure, such default, (b)
allow the termination of the lease in the event of damage or destruction
as long as the Mortgage is in existence, (c) prohibit the holder of the
Mortgage from being insured (or receiving proceeds of insurance) under the
hazard insurance policy or policies relating to the Mortgaged Property or
(d) permit any increase in the rent other than pre-established increases
set forth in the lease; (4) the original term of such lease in not less
than 15 years; (5) the term of such lease does not terminate earlier than
five years after the maturity date of the Mortgage Note; and (6) the
Mortgaged Property is located in a jurisdiction in which the use of
leasehold estates in transferring ownership in residential properties is a
widely accepted practice.
(xxxvi) The Mortgaged Property is located in the state identified in
the Mortgage Loan Schedule and consists of a parcel of real property with
a detached single family residence erected thereon, or a two- to
four-family dwelling, or an individual condominium unit, or an individual
unit in a planned unit development, or, in the case of Mortgage Loans
secured by Co-op Shares, leases or occupancy agreements; provided,
however, that any condominium project or planned unit development
generally conforms with the applicable Underwriting Guidelines regarding
such dwellings, and no residence or dwelling is a mobile home or a
manufactured dwelling.
(xxxvii) The Depositor used no adverse selection procedures in
selecting the Mortgage Loan for inclusion in the Trust Estate.
(xxxviii) Each Mortgage Loan is a "qualified mortgage" within
Section 860G(a)(3) of the Code.
(xxxix) With respect to each Mortgage where a lost note affidavit
has been delivered to the Trustee in place of the related Mortgage Note,
the related Mortgage Note is no longer in existence.
Notwithstanding the foregoing, no representations or warranties are
made by the Depositor as to the environmental condition of any Mortgaged
Property; the absence, presence or effect of hazardous wastes or hazardous
substances on any Mortgaged Property; any casualty resulting from the presence
or effect of hazardous wastes or hazardous substances on, near or emanating from
any Mortgaged Property; the impact on Certificateholders of any environmental
condition or presence of any hazardous substance on or near any Mortgaged
Property; or the compliance of any Mortgaged Property with any environmental
laws, nor is any agent, Person or entity otherwise affiliated with the Depositor
authorized or able to make any such representation, warranty or assumption of
liability relative to any Mortgaged Property. In addition, no representations or
warranties are made by the Depositor with respect to the absence or effect of
fraud in the origination of any Mortgage Loan.
It is understood and agreed that the representations and warranties
set forth in this Section 2.04 shall survive delivery of the respective Mortgage
Files to the Trustee or the Custodian and shall inure to the benefit of the
Trustee, notwithstanding any restrictive or qualified endorsement or assignment.
Upon discovery by either the Depositor, the Servicer, the Trustee or
the Custodian that any of the representations and warranties set forth in this
Section 2.04 is not accurate (referred to herein as a "breach") and that such
breach materially and adversely affects the interests of the Certificateholders
in the related Mortgage Loan, the party discovering such breach shall give
prompt written notice to the other parties (any Custodian being so obligated
under a Custodial Agreement); provided that any such breach that causes the
Mortgage Loan not to be a "qualified mortgage" within the meaning of Section
860G(a)(3) of the Code shall be deemed to materially and adversely affect the
interests of the Certificateholders. Within 90 days of its discovery or its
receipt of notice of any such breach, the Depositor shall cure such breach in
all material respects or shall either (i) repurchase the Mortgage Loan or any
property acquired in respect thereof from the Trustee at a price equal to the
Repurchase Price or (ii) if within two years of the Closing Date, substitute for
such Mortgage Loan in the manner described in Section 2.02; provided that if the
breach would cause the Mortgage Loan to be other than a "qualified mortgage" as
defined in Section 860G(a)(3) of the Code, any such repurchase or substitution
must occur within 90 days from the date the breach was discovered. The
Repurchase Price of any repurchase described in this paragraph and the
Substitution Adjustment Amount, if any, shall be deposited in the applicable
Certificate Account. It is understood and agreed that the obligation of the
Depositor to repurchase or substitute for any Mortgage Loan or Mortgaged
Property as to which such a breach has occurred and is continuing shall
constitute the sole remedy respecting such breach available to
Certificateholders, or to the Trustee on behalf of Certificateholders, and such
obligation shall survive until termination of the Trust hereunder.
Section 2.05 Designation of Interests in the REMICs. The Depositor
hereby designates the Classes of Class A Certificates (other than the Class
1-A-18, Class A-PO, Class 1-A-R and Class 1-A-LR Certificates) and the Classes
of Class B Certificates and each Component as "regular interests" and the Class
1-A-R Certificate as the single class of "residual interest" in the Upper-Tier
REMIC for the purposes of Code Sections 860G(a)(1) and 860G(a)(2), respectively.
The Depositor hereby further designates the Class 1-A-L1 Interest, Class 1-A-L7
Interest, Class 1-A-L8 Interest, Class 1-A-L15 Interest, Class 1-A-L16 Interest,
Class 1-A-LPO Interest, Class 1-A-LUR Interest, Class 2-A-L1 Interest, Class
2-A-LPO Interest, Class 3-A-L1Interest, Class 3-A-LPO Interest, Class 1-B-L1
Interest, Class 1-B-L2 Interest, Class 1-B-L3 Interest, Class 1-B-L4 Interest,
Class 1-B-L5 Interest, Class 1-B-L6 Interest, Class 2-B-L1 Interest, Class
2-B-L2 Interest, Class 2-B-L3 Interest, Class 2-B-L4 Interest, Class 2-B-L5
Interest, Class 2-B-L6 Interest Class 3-B-L1 Interest, Class 3-B-L2 Interest,
Class 3-B-L3 Interest, Class 3-B-L4 Interest, Class 3-B-L5 Interest and Class
3-B-L6 Interest as classes of "regular interests" and the Class 1-A-LR
Certificate as the single class of "residual interest" in the Lower-Tier REMIC
for the purposes of Code Sections 860G(a)(1) and 860G(a)(2), respectively.
Section 2.06 Designation of Start-up Day. The Closing Date is hereby
designated as the "start-up day" of each of the Upper-Tier REMIC and Lower-Tier
REMIC within the meaning of Section 860G(a)(9) of the Code.
Section 2.07 REMIC Certificate Maturity Date. Solely for purposes of
satisfying Section 1.860G-1(a)(4)(iii) of the Treasury Regulations, the "latest
possible maturity date" of the regular interests in the Upper-Tier REMIC and
Lower-Tier REMIC is August 25, 2031.
Section 2.08 Execution and Delivery of Certificates. The Trustee (i)
acknowledges the issuance of and hereby declares that it holds the
Uncertificated Lower-Tier Interests on behalf of the Upper-Tier REMIC and the
Certificateholders and (ii) has executed and delivered to or upon the order of
the Depositor, in exchange for the Mortgage Loans and Uncertificated Lower-Tier
Interests together with all other assets included in the definition of "Trust
Estate," receipt of which is hereby acknowledged, Certificates in authorized
denominations which, together with the Uncertificated Lower-Tier Interests,
evidence ownership of the entire Trust Estate.
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Servicer to Service Mortgage Loans. For and on behalf
of the Certificateholders, the Servicer shall service and administer the
Mortgage Loans, all in accordance with the terms of this Agreement, Customary
Servicing Procedures, applicable law and the terms of the Mortgage Notes and
Mortgages. In connection with such servicing and administration, the Servicer
shall have full power and authority, acting alone and/or through Subservicers as
provided in Section 3.02, to do or cause to be done any and all things that it
may deem necessary or desirable in connection with such servicing and
administration including, but not limited to, the power and authority, subject
to the terms hereof, (a) to execute and deliver, on behalf of the
Certificateholders and the Trustee, customary consents or waivers and other
instruments and documents, (b) to consent, with respect to the Mortgage Loans it
services, to transfers of any Mortgaged Property and assumptions of the Mortgage
Notes and related Mortgages (but only in the manner provided in this Agreement),
(c) to collect any Insurance Proceeds and other Liquidation Proceeds relating to
the Mortgage Loans it services, and (d) to effectuate foreclosure or other
conversion of the ownership of the Mortgaged Property securing any Mortgage Loan
it services. The Servicer shall represent and protect the interests of the Trust
in the same manner as it protects its own interests in mortgage loans in its own
portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and
shall not make or permit any modification, waiver or amendment of any term of
any Mortgage Loan, except as provided pursuant to Section 3.21. Without limiting
the generality of the foregoing, the Servicer, in its own name or in the name of
any Subservicer or the Depositor and the Trustee, is hereby authorized and
empowered by the Depositor and the Trustee, when the Servicer or any
Subservicer, as the case may be, believes it appropriate in its reasonable
judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the
Certificateholders or any of them, any and all instruments of satisfaction or
cancellation, or of partial or full release or discharge, and all other
comparable instruments, with respect to the Mortgage Loans it services, and with
respect to the related Mortgaged Properties held for the benefit of the
Certificateholders. The Servicer shall prepare and deliver to the Depositor
and/or the Trustee such documents requiring execution and delivery by either or
both of them as are necessary or appropriate to enable the Servicer to service
and administer the Mortgage Loans it services to the extent that the Servicer is
not permitted to execute and deliver such documents pursuant to the preceding
sentence. Upon receipt of such documents, the Depositor and/or the Trustee, upon
the direction of the Servicer, shall promptly execute such documents and deliver
them to the Servicer.
In accordance with the standards of the preceding paragraph, the
Servicer shall advance or cause to be advanced funds as necessary for the
purpose of effecting the payment of taxes and assessments on the Mortgaged
Properties relating to the Mortgage Loans it services, which Servicing Advances
shall be reimbursable in the first instance from related collections from the
Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11.
The costs incurred by the Servicer, if any, in effecting the timely payments of
taxes and assessments on the Mortgaged Properties and related insurance premiums
shall not, for the purpose of calculating monthly distributions to the
Certificateholders, be added to the Stated Principal Balances of the related
Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit.
The relationship of the Servicer (and of any successor to the
Servicer as servicer under this Agreement) to the Trustee under this Agreement
is intended by the parties to be that of an independent contractor and not that
of a joint venturer, partner or agent.
Section 3.02 Subservicing; Enforcement of the Obligations of
Servicer. (a) The Servicer may arrange for the subservicing of any Mortgage Loan
it services by a Subservicer pursuant to a Subservicing Agreement; provided,
however, that such subservicing arrangement and the terms of the related
Subservicing Agreement must provide for the servicing of such Mortgage Loan in a
manner consistent with the servicing arrangements contemplated hereunder.
Notwithstanding the provisions of any Subservicing Agreement, any of the
provisions of this Agreement relating to agreements or arrangements between the
Servicer and a Subservicer or reference to actions taken through a Subservicer
or otherwise, the Servicer shall remain obligated and liable to the Depositor,
the Trustee and the Certificateholders for the servicing and administration of
the Mortgage Loans it services in accordance with the provisions of this
Agreement without diminution of such obligation or liability by virtue of such
Subservicing Agreements or arrangements or by virtue of indemnification from the
Subservicer and to the same extent and under the same terms and conditions as if
the Servicer alone were servicing and administering those Mortgage Loans. All
actions of each Subservicer performed pursuant to the related Subservicing
Agreement shall be performed as agent of the Servicer with the same force and
effect as if performed directly by the Servicer.
(b) For purposes of this Agreement, the Servicer shall be deemed to
have received any collections, recoveries or payments with respect to the
Mortgage Loans it services that are received by a Subservicer regardless of
whether such payments are remitted by the Subservicer to the Servicer.
(c) As part of its servicing activities hereunder, the Servicer, for
the benefit of the Trustee and the Certificateholders, shall use its best
reasonable efforts to enforce the obligations of each Subservicer engaged by the
Servicer under the related Subservicing Agreement, to the extent that the
non-performance of any such obligation would have a material and adverse effect
on a Mortgage Loan. Such enforcement, including, without limitation, the legal
prosecution of claims, termination of Subservicing Agreements and the pursuit of
other appropriate remedies, shall be in such form and carried out to such an
extent and at such time as the Servicer, in its good faith business judgment,
would require were it the owner of the related Mortgage Loans. The Servicer
shall pay the costs of such enforcement at its own expense, and shall be
reimbursed therefor only (i) from a general recovery resulting from such
enforcement to the extent, if any, that such recovery exceeds all amounts due in
respect of the related Mortgage Loan or (ii) from a specific recovery of costs,
expenses or attorneys fees against the party against whom such enforcement is
directed.
(d) Any Subservicing Agreement entered into by the Servicer shall
provide that it may be assumed or terminated by the Trustee, if the Trustee has
assumed the duties of the Servicer, or any successor Servicer, at the Trustee's
or successor Servicer's option, as applicable, without cost or obligation to the
assuming or terminating party or the Trust Estate, upon the assumption by such
party of the obligations of the Servicer pursuant to Section 8.05.
Any Subservicing Agreement, and any other transactions or services
relating to the Mortgage Loans involving a Subservicer, shall be deemed to be
between the Servicer and such Subservicer alone, and the Trustee and the
Certificateholders shall not be deemed parties thereto and shall have no claims
or rights of action against, rights, obligations, duties or liabilities to or
with respect to the Subservicer or its officers, directors or employees, except
as set forth in Section 3.01.
Section 3.03 Fidelity Bond; Errors and Omissions Insurance. The
Servicer shall maintain, at its own expense, a blanket fidelity bond and an
errors and omissions insurance policy, with broad coverage on all officers,
employees or other persons acting in any capacity requiring such persons to
handle funds, money, documents or papers relating to the Mortgage Loans it
services. These policies must insure the Servicer against losses resulting from
dishonest or fraudulent acts committed by the Servicer's personnel, any
employees of outside firms that provide data processing services for the
Servicer, and temporary contract employees or student interns. Such fidelity
bond shall also protect and insure the Servicer against losses in connection
with the release or satisfaction of a Mortgage Loan without having obtained
payment in full of the indebtedness secured thereby. No provision of this
Section 3.03 requiring such fidelity bond and errors and omissions insurance
shall diminish or relieve the Servicer from its duties and obligations as set
forth in this Agreement. The minimum coverage under any such bond and insurance
policy shall be at least equal to the corresponding amounts required by FNMA in
the FNMA Servicing Guide or by FHLMC in the FHLMC Sellers' & Servicers' Guide,
as amended or restated from time to time, or in an amount as may be permitted to
the Servicer by express waiver of FNMA or FHLMC.
Section 3.04 Access to Certain Documentation. The Servicer shall
provide to the OTS and the FDIC and to comparable regulatory authorities
supervising Holders of Subordinate Certificates and the examiners and
supervisory agents of the OTS, the FDIC and such other authorities, access to
the documentation required by applicable regulations of the OTS and the FDIC
with respect to the Mortgage Loans. Such access shall be afforded without
charge, but only upon reasonable and prior written request and during normal
business hours at the offices designated by the Servicer. Nothing in this
Section 3.04 shall limit the obligation of the Servicer to observe any
applicable law and the failure of the Servicer to provide access as provided in
this Section 3.04 as a result of such obligation shall not constitute a breach
of this Section 3.04.
Section 3.05 Maintenance of Primary Insurance Policy; Claims. With
respect to each Mortgage Loan with a Loan-to-Value Ratio in excess of 80% or
such other Loan-to-Value Ratio as may be required by law, the Servicer
responsible for servicing such Mortgage Loan shall, without any cost to the
Trust Estate, maintain or cause the Mortgagor to maintain in full force and
effect a Primary Insurance Policy insuring that portion of the Mortgage Loan in
excess of a percentage in conformity with FNMA requirements. The Servicer shall
pay or shall cause the Mortgagor to pay the premium thereon on a timely basis,
at least until the Loan-to-Value Ratio of such Mortgage Loan is reduced to 80%
or such other Loan-to-Value Ratio as may be required by law. If such Primary
Insurance Policy is terminated, the Servicer shall obtain from another insurer a
comparable replacement policy, with a total coverage equal to the remaining
coverage of such terminated Primary Insurance Policy. If the insurer shall cease
to be an insurer acceptable to FNMA, the Servicer shall notify the Trustee in
writing, it being understood that the Servicer shall not have any responsibility
or liability for any failure to recover under the Primary Insurance Policy for
such reason. If the Servicer determines that recoveries under the Primary
Insurance Policy are jeopardized by the financial condition of the insurer, the
Servicer shall obtain from another insurer which meets the requirements of this
Section 3.05 a replacement insurance policy. The Servicer shall not take any
action that would result in noncoverage under any applicable Primary Insurance
Policy of any loss that, but for the actions of the Servicer, would have been
covered thereunder. In connection with any assumption or substitution agreement
entered into or to be entered into pursuant to Section 3.13, the Servicer shall
promptly notify the insurer under the related Primary Insurance Policy, if any,
of such assumption or substitution of liability in accordance with the terms of
such Primary Insurance Policy and shall take all actions which may be required
by such insurer as a condition to the continuation of coverage under such
Primary Insurance Policy. If such Primary Insurance Policy is terminated as a
result of such assumption or substitution of liability, the Servicer shall
obtain a replacement Primary Insurance Policy as provided above.
In connection with its activities as servicer, the Servicer agrees
to prepare and present, on behalf of itself, the Trustee and the
Certificateholders, claims to the insurer under any Primary Insurance Policy in
a timely fashion in accordance with the terms of such Primary Insurance Policy
and, in this regard, to take such action as shall be necessary to permit
recovery under any Primary Insurance Policy respecting a defaulted Mortgage
Loan. Pursuant to Section 3.09(a), any amounts collected by the Servicer under
any Primary Insurance Policy shall be deposited in the related Escrow Account,
subject to withdrawal pursuant to Section 3.09(b).
The Servicer will comply with all provisions of applicable state and
federal law relating to the cancellation of, or collection of premiums with
respect to, Primary Mortgage Insurance, including, but not limited to, the
provisions of the Homeowners Protection Act of 1998, and all regulations
promulgated thereunder, as amended from time to time.
Section 3.06 Rights of the Depositor and the Trustee in Respect of
the Servicer. The Depositor may, but is not obligated to, enforce the
obligations of the Servicer hereunder and may, but is not obligated to, perform,
or cause a designee to perform, any defaulted obligation of the Servicer
hereunder and in connection with any such defaulted obligation to exercise the
related rights of the Servicer hereunder; provided that the Servicer shall not
be relieved of any of its obligations hereunder by virtue of such performance by
the Depositor or its designee. Neither the Trustee nor the Depositor shall have
any responsibility or liability for any action or failure to act by the Servicer
nor shall the Trustee or the Depositor be obligated to supervise the performance
of the Servicer hereunder or otherwise.
Any Subservicing Agreement that may be entered into and any
transactions or services relating to the Mortgage Loans involving a Subservicer
in its capacity as such shall be deemed to be between the Subservicer and the
Servicer alone, and the Trustee and Certificateholders shall not be deemed
parties thereto and shall have no claims, rights, obligations, duties or
liabilities with respect to the Subservicer except as set forth in Section 3.07.
The Servicer shall be solely liable for all fees owed by it to any Subservicer,
irrespective of whether the Servicer's compensation pursuant to this Agreement
is sufficient to pay such fees.
Section 3.07 Trustee to Act as Servicer. If the Servicer shall for
any reason no longer be the Servicer hereunder (including by reason of an Event
of Default), the Trustee shall thereupon, assume, if it so elects, or shall
appoint a successor Servicer to assume, all of the rights and obligations of the
Servicer hereunder arising thereafter (except that the Trustee shall not be (a)
liable for losses of the Servicer pursuant to Section 3.12 or any acts or
omissions of the predecessor Servicer hereunder, (b) obligated to make Advances
if it is prohibited from doing so by applicable law or (c) deemed to have made
any representations and warranties of the Servicer hereunder). Any such
assumption shall be subject to Section 7.02. If the Servicer shall for any
reason no longer be the Servicer (including by reason of any Event of Default),
the Trustee or the successor Servicer may elect to succeed to any rights and
obligations of the Servicer under each Subservicing Agreement or may terminate
each Subservicing Agreement. If it has elected to assume the Subservicing
Agreement, the Trustee or the successor Servicer shall be deemed to have assumed
all of the Servicer's interest therein and to have replaced the Servicer as a
party to any Subservicing Agreement entered into by the Servicer as contemplated
by Section 3.02 to the same extent as if the Subservicing Agreement had been
assigned to the assuming party except that the Servicer shall not be relieved of
any liability or obligations under any such Subservicing Agreement.
The Servicer that is no longer the Servicer hereunder shall, upon
request of the Trustee, but at the expense of the Servicer, deliver to the
assuming party all documents and records relating to each Subservicing Agreement
or substitute servicing agreement and the Mortgage Loans then being serviced
thereunder and an accounting of amounts collected or held by it and otherwise
use its best efforts to effect the orderly and efficient transfer of such
substitute Subservicing Agreement to the assuming party.
Section 3.08 Collection of Mortgage Loan Payments; Servicer
Custodial Account; Certificate Accounts and Upper-Tier Certificate Account. (a)
Continuously from the date hereof until the principal and interest on all
Mortgage Loans are paid in full, the Servicer will proceed diligently, in
accordance with this Agreement, to collect all payments due under each of the
Mortgage Loans it services when the same shall become due and payable. Further,
the Servicer will in accordance with all applicable law and Customary Servicing
Procedures ascertain and estimate taxes, assessments, fire and hazard insurance
premiums, mortgage insurance premiums and all other charges with respect to the
Mortgage Loans it services that, as provided in any Mortgage, will become due
and payable to the end that the installments payable by the Mortgagors will be
sufficient to pay such charges as and when they become due and payable.
Consistent with the foregoing, the Servicer may in its discretion (i) waive any
late payment charge or any prepayment charge or penalty interest in connection
with the prepayment of a Mortgage Loan it services and (ii) extend the due dates
for payments due on a Mortgage Note for a period not greater than 120 days;
provided, however, that the Servicer cannot extend the maturity of any such
Mortgage Loan past the date on which the final payment is due on the latest
maturing Mortgage Loan as of the Cut-Off Date. In the event of any such
arrangement, the Servicer shall make Periodic Advances on the related Mortgage
Loan in accordance with the provisions of Section 3.20 during the scheduled
period in accordance with the amortization schedule of such Mortgage Loan
without modification thereof by reason of such arrangements. The Servicer shall
not be required to institute or join in litigation with respect to collection of
any payment (whether under a Mortgage, Mortgage Note or otherwise or against any
public or governmental authority with respect to a taking or condemnation) if it
reasonably believes that enforcing the provision of the Mortgage or other
instrument pursuant to which such payment is required is prohibited by
applicable law.
(b) The Servicer shall establish and maintain the Servicer Custodial
Account. The Servicer shall deposit or cause to be deposited into the Servicer
Custodial Account, all on a daily basis within one Business Day of receipt,
except as otherwise specifically provided herein, the following payments and
collections remitted by Subservicers or received by the Servicer in respect of
the Mortgage Loans subsequent to the Cut-Off Date (other than in respect of
principal and interest due on the Mortgage Loans on or before the Cut-Off Date)
and the following amounts required to be deposited hereunder with respect to the
Mortgage Loans it services:
(i) all payments on account of principal of the Mortgage Loans,
including Principal Prepayments;
(ii) all payments on account of interest on the Mortgage Loans, net
of the Servicing Fee;
(iii) (A) all Insurance Proceeds and Liquidation Proceeds, other
than Insurance Proceeds to be (1) applied to the restoration or repair of
the Mortgaged Property, (2) released to the Mortgagor in accordance with
Customary Servicing Procedures or (3) required to be deposited to an
Escrow Account pursuant to Section 3.09(a) and (B) any Insurance Proceeds
released from an Escrow Account pursuant to Section 3.09(b)(iv);
(iv) any amount required to be deposited by the Servicer pursuant to
Section 3.08(d) in connection with any losses on Permitted Investments
with respect to the Servicer Custodial Account;
(v) any amounts required to be deposited by the Servicer pursuant to
Section 3.14;
(vi) all Repurchase Prices and all Substitution Adjustment Amounts
received by the Servicer;
(vii) Periodic Advances made by the Servicer pursuant to Section
3.20 and any payments of Compensating Interest; and
(viii) any other amounts required to be deposited hereunder.
The foregoing requirements for deposits to the Servicer Custodial
Account by the Servicer shall be exclusive, it being understood and agreed that,
without limiting the generality of the foregoing, payments in the nature of
prepayment penalties, late payment charges or assumption fees, if collected,
need not be deposited by the Servicer. If the Servicer shall deposit in the
Servicer Custodial Account any amount not required to be deposited, it may at
any time withdraw or direct the institution maintaining the Servicer Custodial
Account to withdraw such amount from the Servicer Custodial Account, any
provision herein to the contrary notwithstanding. The Servicer Custodial Account
may contain funds that belong to one or more trust funds created for mortgage
pass-through certificates of other series and may contain other funds respecting
payments on mortgage loans belonging to the Servicer or serviced by the Servicer
on behalf of others. Notwithstanding such commingling of funds, the Servicer
shall keep records that accurately reflect the funds on deposit in the Servicer
Custodial Account that have been identified by it as being attributable to the
Mortgage Loans it services. The Servicer shall maintain adequate records with
respect to all withdrawals made pursuant to this Section 3.08. All funds
required to be deposited in the Servicer Custodial Account shall be held in
trust for the Certificateholders until withdrawn in accordance with Section
3.11.
(c) The Trustee shall establish and maintain, on behalf of the
Certificateholders, the Certificate Accounts. The Trustee shall, promptly upon
receipt, deposit in the applicable Certificate Account and retain therein the
following:
(i) the aggregate amount remitted by the Servicer to the Trustee
pursuant to Section 3.11(a)(viii);
(ii) any amount paid by the Trustee pursuant to Section 3.08(d) in
connection with any losses on Permitted Investments with respect to such
Certificate Account; and
(iii) any other amounts deposited hereunder which are required to be
deposited in the applicable Certificate Account.
If the Servicer shall remit any amount not required to be remitted,
it may at any time direct the Trustee to withdraw such amount from the
applicable Certificate Account, any provision herein to the contrary
notwithstanding. Such direction may be accomplished by delivering an Officer's
Certificate to the Trustee which describes the amounts deposited in error in
such Certificate Account. All funds required to be deposited in the Certificate
Accounts shall be held by the Trustee in trust for the Certificateholders until
disbursed in accordance with this Agreement or withdrawn in accordance with
Section 3.11. In no event shall the Trustee incur liability for withdrawals from
the Certificate Accounts at the direction of a the Servicer.
(d) Each institution at which the Servicer Custodial Account or the
Certificate Accounts are maintained shall invest the funds therein as directed
in writing by the Servicer in Permitted Investments, which shall mature not
later than (i) in the case of the Servicer Custodial Account, the Business Day
next preceding the related Remittance Date (except that if such Permitted
Investment is an obligation of the institution that maintains such account, then
such Permitted Investment shall mature not later than such Remittance Date) and
(ii) in the case of the Certificate Accounts, the Business Day next preceding
the Distribution Date (except that if such Permitted Investment is an obligation
of the institution that maintains such account, then such Permitted Investment
shall mature not later than such Distribution Date) and, in each case, shall not
be sold or disposed of prior to its maturity. All such Permitted Investments
shall be made in the name of the Trustee, for the benefit of the
Certificateholders. All income or gain (net of any losses) realized from any
such investment of funds on deposit in the Servicer Custodial Account shall be
for the benefit of the Servicer as servicing compensation and shall be retained
by it monthly as provided herein. All income or gain (net of any losses)
realized from any such investment of funds on deposit in the Certificate
Accounts shall be for the benefit of the Trustee as additional compensation and
shall be retained by it monthly as provided herein. The amount of any losses
realized in the Servicer Custodial Account or the Certificate Accounts incurred
in any such account in respect of any such investments shall promptly be
deposited by the Servicer in the Servicer Custodial Account or by the Trustee in
the related Certificate Account, as applicable.
(e) The Servicer shall give notice to the Trustee of any proposed
change of the location of the Servicer Custodial Account maintained by the
Servicer not later than 30 days and not more than 45 days prior to any change
thereof. The Trustee shall give notice to the Servicer, each Rating Agency and
the Depositor of any proposed change of the location of either Certificate
Account not later than 30 days after and not more than 45 days prior to any
change thereof. The creation of the Servicer Custodial Account shall be
evidenced by a certification substantially in the form of Exhibit F hereto. A
copy of such certification shall be furnished to the Trustee.
(f) The Trustee shall establish and maintain the Upper-Tier
Certificate Account. On each Distribution Date (other than the Final
Distribution Date, if such Final Distribution Date is in connection with a
purchase of the assets of the Trust Estate by the Depositor), the Trustee shall,
from funds available on deposit in the Certificate Accounts, deposit, in
immediately available funds, by wire transfer or otherwise, into the Upper-Tier
Certificate Account, the Lower-Tier Distribution Amount.
Section 3.09 Collection of Taxes, Assessments and Similar Items;
Escrow Accounts. (a) To the extent required by the related Mortgage Note and not
violative of current law, the Servicer shall segregate and hold all funds
collected and received pursuant to each Mortgage Loan which constitute Escrow
Payments in trust separate and apart from any of its own funds and general
assets and for such purpose shall establish and maintain one or more escrow
accounts (collectively, the "Escrow Account"), titled "[Insert name of
Servicer], in trust for registered holders of Bank of America Mortgage
Securities, Inc. Mortgage Pass-Through Certificates, Series 2001-8 and various
Mortgagors." The Escrow Account shall be established with a commercial bank, a
savings bank or a savings and loan association that meets the guidelines set
forth by FNMA or FHLMC as an eligible institution for escrow accounts and which
is a member of the Automated Clearing House. In any case, the Escrow Account
shall be insured by the FDIC to the fullest extent permitted by law. The
Servicer shall deposit in the appropriate Escrow Account on a daily basis, and
retain therein: (i) all Escrow Payments collected on account of the Mortgage
Loans, (ii) all amounts representing proceeds of any hazard insurance policy
which are to be applied to the restoration or repair of any related Mortgaged
Property and (iii) all amounts representing proceeds of any Primary Insurance
Policy. Nothing herein shall require the Servicer to compel a Mortgagor to
establish an Escrow Account in violation of applicable law.
(b) Withdrawals of amounts so collected from the Escrow Accounts may
be made by the Servicer only (i) to effect timely payment of taxes, assessments,
mortgage insurance premiums, fire and hazard insurance premiums, condominium or
PUD association dues, or comparable items constituting Escrow Payments for the
related Mortgage, (ii) to reimburse the Servicer out of related Escrow Payments
made with respect to a Mortgage Loan for any Servicing Advance made by the
Servicer pursuant to Section 3.09(c) with respect to such Mortgage Loan, (iii)
to refund to any Mortgagor any sums determined to be overages, (iv) for transfer
to the Servicer Custodial Account upon default of a Mortgagor or in accordance
with the terms of the related Mortgage Loan and if permitted by applicable law,
(v) for application to restore or repair the Mortgaged Property, (vi) to pay to
the Mortgagor, to the extent required by law, any interest paid on the funds
deposited in the Escrow Account, (vii) to pay to itself any interest earned on
funds deposited in the Escrow Account (and not required to be paid to the
Mortgagor), (viii) to the extent permitted under the terms of the related
Mortgage Note and applicable law, to pay late fees with respect to any Monthly
Payment which is received after the applicable grace period, (ix) to withdraw
suspense payments that are deposited into the Escrow Account, (x) to withdraw
any amounts inadvertently deposited in the Escrow Account or (xi) to clear and
terminate the Escrow Account upon the termination of this Agreement in
accordance with Section 10.01. Any Escrow Account shall not be a part of the
Trust Estate.
(c) With respect to each Mortgage Loan, the Servicer shall maintain
accurate records reflecting the status of taxes, assessments and other charges
which are or may become a lien upon the Mortgaged Property and the status of
Primary Insurance Policy premiums and fire and hazard insurance coverage. The
Servicer shall obtain, from time to time, all bills for the payment of such
charges (including renewal premiums) and shall effect payment thereof prior to
the applicable penalty or termination date and at a time appropriate for
securing maximum discounts allowable, employing for such purpose deposits of the
Mortgagor in the Escrow Account, if any, which shall have been estimated and
accumulated by the Servicer in amounts sufficient for such purposes, as allowed
under the terms of the Mortgage. To the extent that a Mortgage does not provide
for Escrow Payments, the Servicer shall determine that any such payments are
made by the Mortgagor. The Servicer assumes full responsibility for the timely
payment of all such bills and shall effect timely payments of all such bills
irrespective of each Mortgagor's faithful performance in the payment of same or
the making of the Escrow Payments. The Servicer shall advance any such payments
that are not timely paid, but the Servicer shall be required so to advance only
to the extent that such Servicing Advances, in the good faith judgment of the
Servicer, will be recoverable by the Servicer out of Insurance Proceeds,
Liquidation Proceeds or otherwise.
Section 3.10 Access to Certain Documentation and Information
Regarding the Mortgage Loans. The Servicer shall afford the Trustee reasonable
access to all records and documentation regarding the Mortgage Loans and all
accounts, insurance information and other matters relating to this Agreement,
such access being afforded without charge, but only upon reasonable request and
during normal business hours at the office designated by the Servicer.
Upon reasonable advance notice in writing, the Servicer will provide
to each Certificateholder which is a savings and loan association, bank or
insurance company certain reports and reasonable access to information and
documentation regarding the Mortgage Loans sufficient to permit such
Certificateholder to comply with applicable regulations of the OTS or other
regulatory authorities with respect to investment in the Certificates; provided
that the Servicer shall be entitled to be reimbursed by each such
Certificateholder for actual expenses incurred by the Servicer in providing such
reports and access.
Section 3.11 Permitted Withdrawals from the Servicer Custodial
Account, Certificate Accounts, and Upper-Tier Certificate Account. (a) The
Servicer may from time to time make withdrawals from the Servicer Custodial
Account, for the following purposes:
(i) to pay to the Servicer (to the extent not previously retained),
the servicing compensation to which it is entitled pursuant to Section
3.17, and to pay to the Servicer, as additional servicing compensation,
earnings on or investment income with respect to funds in or credited to
the Servicer Custodial Account;
(ii) to reimburse the Servicer for unreimbursed Advances made by it,
such right of reimbursement pursuant to this clause (ii) being limited to
amounts received on the Mortgage Loan(s) in respect of which any such
Advance was made;
(iii) to reimburse the Servicer for any Nonrecoverable Advance
previously made, such right of reimbursement pursuant to this clause (iii)
being limited to amounts received on the Mortgage Loans in the same Loan
Group as the Mortgage Loan(s) in respect of which such Nonrecoverable
Advance was made;
(iv) to reimburse the Servicer for Insured Expenses from the related
Insurance Proceeds;
(v) to pay to the purchaser, with respect to each Mortgage Loan or
REO Property that has been purchased pursuant to Section 2.02 or 2.04, all
amounts received thereon after the date of such purchase;
(vi) to reimburse the Servicer or the Depositor for expenses
incurred by any of them and reimbursable pursuant to Section 7.03;
(vii) to withdraw any amount deposited in the Servicer Custodial
Account and not required to be deposited therein;
(viii) on or prior to the Remittance Date, to withdraw an amount
equal to the related Pool Distribution Amount, the related Trustee Fee and
any other amounts due to the Trustee under this Agreement for such
Distribution Date, to the extent on deposit, and remit such amount in
immediately available funds to the Trustee for deposit in the related
Certificate Account; and
(ix) to clear and terminate the Servicer Custodial Account upon
termination of this Agreement pursuant to Section 10.01.
The Servicer shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
withdrawal from the Servicer Custodial Account pursuant to clauses (i), (ii),
(iv) and (v). The Servicer shall keep and maintain such separate accounting for
each Loan Group. Prior to making any withdrawal from the Servicer Custodial
Account pursuant to clause (iii), the Servicer shall deliver to the Trustee an
Officer's Certificate of a Servicing Officer indicating the amount of any
previous Advance determined by the Servicer to be a Nonrecoverable Advance and
identifying the related Mortgage Loan(s) and their respective portions of such
Nonrecoverable Advance.
(b) The Trustee shall withdraw funds from the Certificate Accounts
for distributions to Certificateholders in the manner specified in this
Agreement. In addition, the Trustee may from time to time make withdrawals from
the applicable Certificate Account for the following purposes:
(i) to pay to itself the Trustee Fee and any other amounts due to
the Trustee under this Agreement for the related Distribution Date;
(ii) to pay to itself as additional compensation earnings on or
investment income with respect to funds in the Certificate Accounts;
(iii) to withdraw and return to the Servicer any amount deposited in
either Certificate Account and not required to be deposited therein; and
(iv) to clear and terminate the applicable Certificate Account upon
termination pursuant to Section 10.01.
(c) Notwithstanding anything herein to the contrary, the Regular
Certificates and the Class 1-A-R Certificate shall not receive distributions
directly from the Certificate Accounts. On each Distribution Date, funds on
deposit in the Upper-Tier Certificate Account shall be used to make payments on
the Regular Certificates and the Class 1-A-R Certificate as provided in Sections
5.01 and 5.02. The Upper-Tier Certificate Account shall be cleared and
terminated upon termination of this Agreement pursuant to Section 10.01.
Section 3.12 Maintenance of Hazard Insurance. The Servicer shall
cause to be maintained for each Mortgage Loan, fire and hazard insurance with
extended coverage customary in the area where the Mortgaged Property is located
in an amount which is at least equal to the lesser of (a) the full insurable
value of the Mortgaged Property or (b) the greater of (i) the outstanding
principal balance owing on the Mortgage Loan and (ii) an amount such that the
proceeds of such insurance shall be sufficient to avoid the application to the
Mortgagor or loss payee of any coinsurance clause under the policy. If the
Mortgaged Property is in an area identified in the Federal Register by the
Federal Emergency Management Agency as having special flood hazards (and such
flood insurance has been made available) the Servicer will cause to be
maintained a flood insurance policy meeting the requirements of the current
guidelines of the Federal Insurance Administration and the requirements of FNMA
or FHLMC. The Servicer shall also maintain on REO Property, fire and hazard
insurance with extended coverage in an amount which is at least equal to the
maximum insurable value of the improvements which are a part of such property,
liability insurance and, to the extent required, flood insurance in an amount
required above. Any amounts collected by the Servicer under any such policies
(other than amounts to be deposited in an Escrow Account and applied to the
restoration or repair of the property subject to the related Mortgage or
property acquired in liquidation of the Mortgage Loan, or to be released to the
Mortgagor in accordance with Customary Servicing Procedures) shall be deposited
in the Servicer Custodial Account, subject to withdrawal pursuant to Section
3.11(a). It is understood and agreed that no earthquake or other additional
insurance need be required by the Servicer of any Mortgagor or maintained on REO
Property, other than pursuant to such applicable laws and regulations as shall
at any time be in force and as shall require such additional insurance. All
policies required hereunder shall be endorsed with standard mortgagee clauses
with loss payable to the Servicer, and shall provide for at least 30 days prior
written notice of any cancellation, reduction in amount or material change in
coverage to the Servicer.
The hazard insurance policies for each Mortgage Loan secured by a
unit in a condominium development or planned unit development shall be
maintained with respect to such Mortgage Loan and the related development in a
manner which is consistent with FNMA requirements.
Notwithstanding the foregoing, the Servicer may maintain a blanket
policy insuring against hazard losses on all of the Mortgaged Properties
relating to the Mortgage Loans in lieu of maintaining the required hazard
insurance policies for each Mortgage Loan and may maintain a blanket policy
insuring against special flood hazards in lieu of maintaining any required flood
insurance. Any such blanket policies shall (A) be consistent with prudent
industry standards, (B) name the Servicer as loss payee, (C) provide coverage in
an amount equal to the aggregate unpaid principal balance on the related
Mortgage Loans without co-insurance, and (D) otherwise comply with the
requirements of this Section 3.12. Any such blanket policy may contain a
deductible clause; provided that if any Mortgaged Property is not covered by a
separate policy otherwise complying with this Section 3.12 and a loss occurs
with respect to such Mortgaged Property which loss would have been covered by
such a policy, the Servicer shall deposit in the Servicer Custodial Account the
difference, if any, between the amount that would have been payable under a
separate policy complying with this Section 3.12 and the amount paid under such
blanket policy.
Section 3.13 Enforcement of Due-On-Sale Clauses; Assumption
Agreements. (a) Except as otherwise provided in this Section 3.13, when any
Mortgaged Property subject to a Mortgage has been conveyed by the Mortgagor, the
Servicer shall use reasonable efforts, to the extent that it has actual
knowledge of such conveyance, to enforce any due-on-sale clause contained in any
Mortgage Note or Mortgage, to the extent permitted under applicable law and
governmental regulations, but only to the extent that such enforcement will not
adversely affect or jeopardize coverage under any Required Insurance Policy.
Notwithstanding the foregoing, the Servicer is not required to exercise such
rights with respect to a Mortgage Loan if the Person to whom the related
Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the
terms and conditions contained in the Mortgage Note and Mortgage related thereto
and the consent of the mortgagee under such Mortgage Note or Mortgage is not
otherwise required under such Mortgage Note or Mortgage as a condition to such
transfer. If (i) the Servicer is prohibited by law from enforcing any such
due-on-sale clause, (ii) coverage under any Required Insurance Policy would be
adversely affected, (iii) the Mortgage Note does not include a due-on-sale
clause or (iv) nonenforcement is otherwise permitted hereunder, the Servicer is
authorized, subject to Section 3.13(b), to take or enter into an assumption and
modification agreement from or with the Person to whom such Mortgaged Property
has been or is about to be conveyed, pursuant to which such Person becomes
liable under the Mortgage Note and, unless prohibited by applicable state law,
the Mortgagor remains liable thereon; provided that the Mortgage Loan shall
continue to be covered (if so covered before the Servicer enters such agreement)
by the applicable Required Insurance Policies. The Servicer, subject to Section
3.13(b), is also authorized with the prior approval of the insurers under any
Required Insurance Policies to enter into a substitution of liability agreement
with such Person, pursuant to which the original Mortgagor is released from
liability and such Person is substituted as Mortgagor and becomes liable under
the Mortgage Note. Notwithstanding the foregoing, the Servicer shall not be
deemed to be in default under this Section 3.13 by reason of any transfer or
assumption which the Servicer reasonably believes it is restricted by law from
preventing, for any reason whatsoever.
(b) Subject to the Servicer's duty to enforce any due-on-sale clause
to the extent set forth in Section 3.13(a), in any case in which a Mortgaged
Property has been conveyed to a Person by a Mortgagor, and such Person is to
enter into an assumption agreement or modification agreement or supplement to
the Mortgage Note or Mortgage that requires the signature of the Trustee, or if
an instrument of release signed by the Trustee is required releasing the
Mortgagor from liability on the Mortgage Loan, the Servicer shall prepare and
deliver or cause to be prepared and delivered to the Trustee for signature and
shall direct, in writing, the Trustee to execute the assumption agreement with
the Person to whom the Mortgaged Property is to be conveyed and such
modification agreement or supplement to the Mortgage Note or Mortgage or other
instruments as are reasonable or necessary to carry out the terms of the
Mortgage Note or Mortgage or otherwise to comply with any applicable laws
regarding assumptions or the transfer of the Mortgaged Property to such Person.
In no event shall the Trustee incur liability for executing any document under
this Section 3.13 at the direction of the Servicer. In connection with any such
assumption, no material term of the Mortgage Note may be changed. In addition,
the substitute Mortgagor and the Mortgaged Property must be acceptable to the
Servicer in accordance with its underwriting standards as then in effect.
Together with each such substitution, assumption or other agreement or
instrument delivered to the Trustee for execution by it, the Servicer shall
deliver an Officer's Certificate signed by a Servicing Officer stating that the
requirements of this subsection have been met. The Servicer shall notify the
Trustee that any such substitution or assumption agreement has been completed by
forwarding to the Trustee (or at the direction of the Trustee, the Custodian)
the original of such substitution or assumption agreement, which in the case of
the original shall be added to the related Mortgage File and shall, for all
purposes, be considered a part of such Mortgage File to the same extent as all
other documents and instruments constituting a part thereof. Any fee collected
by the Servicer for entering into an assumption or substitution of liability
agreement may be retained by the Servicer as additional master servicing
compensation. Notwithstanding the foregoing, to the extent permissible under
applicable law and at the request of the Servicer, the Trustee shall execute and
deliver to the Servicer any powers of attorney and other documents prepared by
the Servicer that are reasonably necessary or appropriate to enable the Servicer
to execute any assumption agreement or modification agreement required to be
executed by the Trustee under this Section 3.13.
Section 3.14 Realization Upon Defaulted Mortgage Loans; REO
Property. (a) The Servicer shall use reasonable efforts to foreclose upon or
otherwise comparably convert the ownership of Mortgaged Properties securing such
of the Mortgage Loans as come into and continue in default and as to which no
satisfactory arrangements can be made for collection of delinquent payments. In
connection with such foreclosure or other conversion, the Servicer shall follow
Customary Servicing Procedures and shall meet the requirements of the insurer
under any Required Insurance Policy; provided, however, that the Servicer may
enter into a special servicing agreement with an unaffiliated Holder of 100%
Percentage Interest of a Class of Class B Certificates or a holder of a class of
securities representing interests in the Class B Certificates alone or together
with other subordinated mortgage pass-through certificates. Such agreement shall
be substantially in the form attached hereto as Exhibit K or subject to each
Rating Agency's acknowledgment that the ratings of the Certificates in effect
immediately prior to the entering into such agreement would not be qualified,
downgraded or withdrawn and the Certificates would not be placed on credit
review status (except for possible upgrading) as a result of such agreement. Any
such agreement may contain provisions whereby such holder may instruct the
Servicer to commence or delay foreclosure proceedings with respect to delinquent
Mortgage Loans and will contain provisions for the deposit of cash by the holder
that would be available for distribution to Certificateholders if Liquidation
Proceeds are less than they otherwise may have been had the Servicer acted in
accordance with its normal procedures. Notwithstanding the foregoing, the
Servicer shall not be required to expend its own funds in connection with any
foreclosure or towards the restoration of any Mortgaged Property unless it shall
determine (i) that such restoration and/or foreclosure will increase the
proceeds of liquidation of the Mortgage Loan after reimbursement to itself of
such expenses and (ii) that such expenses will be recoverable to it through
proceeds of the liquidation of the Mortgage Loan (respecting which it shall have
priority for purposes of withdrawals from the Servicer Custodial Account). Any
such expenditures shall constitute Servicing Advances for purposes of this
Agreement.
The decision of the Servicer to foreclose on a defaulted Mortgage
Loan shall be subject to a determination by the Servicer that the proceeds of
such foreclosure would exceed the costs and expenses of bringing such a
proceeding.
With respect to any REO Property, the deed or certificate of sale
shall be taken in the name of the Trustee for the benefit of the
Certificateholders, or its nominee, on behalf of the Certificateholders. The
Trustee's name shall be placed on the title to such REO Property solely as the
Trustee hereunder and not in its individual capacity. The Servicer shall ensure
that the title to such REO Property references this Agreement and the Trustee's
capacity hereunder. Pursuant to its efforts to sell such REO Property, the
Servicer shall either itself or through an agent selected by the Servicer
manage, conserve, protect and operate such REO Property in the same manner that
it manages, conserves, protects and operates other foreclosed property for its
own account and in the same manner that similar property in the same locality as
the REO Property is managed. Incident to its conservation and protection of the
interests of the Certificateholders, the Servicer may rent the same, or any part
thereof, as the Servicer deems to be in the best interest of the
Certificateholders for the period prior to the sale of such REO Property. The
Servicer shall prepare for and deliver to the Trustee a statement with respect
to each REO Property that has been rented, if any, showing the aggregate rental
income received and all expenses incurred in connection with the management and
maintenance of such REO Property at such times as is necessary to enable the
Trustee to comply with the reporting requirements of the REMIC Provisions;
provided, however, that the Servicer shall have no duty to rent any REO Property
on behalf of the Trust. The net monthly rental income, if any, from such REO
Property shall be deposited in the Servicer Custodial Account no later than the
close of business on each Determination Date. The Servicer shall perform, with
respect to the Mortgage Loans, the tax reporting and withholding required by
Sections 1445 and 6050J of the Code with respect to foreclosures and
abandonments, the tax reporting required by Section 6050H of the Code with
respect to the receipt of mortgage interest from individuals and, if required by
Section 6050P of the Code with respect to the cancellation of indebtedness by
certain financial entities, by preparing such tax and information returns as may
be required, in the form required. The Servicer shall deliver copies of such
reports to the Trustee.
If the Trust acquires any Mortgaged Property as described above or
otherwise in connection with a default or a default which is reasonably
foreseeable on a Mortgage Loan, the Servicer shall dispose of such Mortgaged
Property prior to the end of the third calendar year following the year of its
acquisition by the Trust (such period, the "REO Disposition Period") unless (A)
the Trustee shall have been supplied by the Servicer with an Opinion of Counsel
to the effect that the holding by the Trust of such Mortgaged Property
subsequent to the REO Disposition Period will not result in the imposition of
taxes on "prohibited transactions" on either the Upper-Tier REMIC or the
Lower-Tier 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 are outstanding,
or (B) the Trustee (at the Servicer's expense) or the Servicer shall have
applied for, prior to the expiration of the REO Disposition Period, an extension
of the REO Disposition Period in the manner contemplated by Section 856(e)(3) of
the Code. If such an Opinion of Counsel is provided or such an exemption is
obtained, the Trust may continue to hold such Mortgaged Property (subject to any
conditions contained in such Opinion of Counsel) for the applicable period.
Notwithstanding any other provision of this Agreement, no Mortgaged Property
acquired by the Trust shall be rented (or allowed to continue to be rented) or
otherwise used for the production of income by or on behalf of the Trust in such
a manner or pursuant to any terms that would (i) cause such Mortgaged Property
to fail to qualify as "foreclosure property" within the meaning of Section
860G(a)(8) of the Code or (ii) subject either REMIC to the imposition of any
federal, state or local income taxes on the income earned from such Mortgaged
Property under Section 860G(c) of the Code or otherwise, unless the Servicer has
agreed to indemnify and hold harmless the Trust with respect to the imposition
of any such taxes. The Servicer shall identify to the Trustee any Mortgaged
Property relating to a Mortgage Loan held by the Trust for 30 months for which
no plans to dispose of such Mortgaged Property by the Servicer have been made.
After delivery of such identification, the Servicer shall proceed to dispose of
any such Mortgaged Property by holding a commercially reasonable auction for
such property.
The income earned from the management of any REO Properties, net of
reimbursement to the Servicer for expenses incurred (including any property or
other taxes) in connection with such management and net of unreimbursed
Servicing Fees, Periodic Advances and Servicing Advances, shall be applied to
the payment of principal of and interest on the related defaulted Mortgage Loans
(solely for the purposes of allocating principal and interest, interest shall be
treated as accruing as though such Mortgage Loans were still current) and all
such income shall be deemed, for all purposes in this Agreement, to be payments
on account of principal and interest on the related Mortgage Notes and shall be
deposited into the Servicer Custodial Account. To the extent the net income
received during any calendar month is in excess of the amount attributable to
amortizing principal and accrued interest at the related Mortgage Interest Rate
on the related Mortgage Loan for such calendar month, such excess shall be
considered to be a partial prepayment of principal of the related Mortgage Loan.
The proceeds from any liquidation of a Mortgage Loan, as well as any
income from an REO Property, will be applied in the following order of priority:
first, to reimburse the Servicer for any related unreimbursed Servicing Advances
and Servicing Fees; second, to reimburse the Servicer for any unreimbursed
Periodic Advances and to reimburse the Servicer Custodial Account for any
Nonrecoverable Advances (or portions thereof) that were previously withdrawn by
the Servicer pursuant to Section 3.11(a)(iii) that related to such Mortgage
Loan; third, to accrued and unpaid interest (to the extent no Periodic Advance
has been made for such amount or any such Periodic Advance has been reimbursed)
on the Mortgage Loan or related REO Property, at the Mortgage Rate to the Due
Date occurring in the month in which such amounts are required to be
distributed; and fourth, as a recovery of principal of the Mortgage Loan. Excess
Proceeds, if any, from the liquidation of a Liquidated Mortgage Loan will be
retained by the Servicer as additional servicing compensation pursuant to
Section 3.17.
(b) The Servicer shall promptly notify the Depositor of any Mortgage
Loan which comes into default. The Depositor shall be entitled, at its option,
to repurchase (i) any such defaulted Mortgage Loan from the Trust Estate if (a)
in the Depositor's judgment, the default is not likely to be cured by the
Mortgagor and (b) such Mortgage Loan is 180 days or more delinquent or (ii) any
Mortgage Loan in the Trust Estate which pursuant to Section 4(b) of the Mortgage
Loan Purchase Agreement the Seller requests the Depositor to repurchase and to
sell to the Seller to facilitate the exercise of the Seller's rights against the
originator or prior holder of such Mortgage Loan. The purchase price for any
such Mortgage Loan shall be 100% of the unpaid principal balance of such
Mortgage Loan plus accrued interest thereon at the Mortgage Interest Rate (less
the Servicing Fee Rate for such Mortgage Loan) through the last day of the month
in which such repurchase occurs. Upon the receipt of such purchase price, the
Servicer shall provide to the Trustee the notification required by Section 3.15
and the Trustee or the Custodian shall promptly release to the Depositor the
Mortgage File relating to the Mortgage Loan being repurchased.
Section 3.15 Trustee to Cooperate; Release of Mortgage Files. Upon
the payment in full of any Mortgage Loan, or the receipt by the Servicer of a
notification that payment in full will be escrowed in a manner customary for
such purposes, the Servicer will immediately notify the Trustee (or, at the
direction of the Trustee, the Custodian) by delivering, or causing to be
delivered, two copies (one of which will be returned to the Servicer with the
Mortgage File) of a Request for Release (which may be delivered in an electronic
format acceptable to the Trustee and the Servicer). Upon receipt of such
request, the Trustee or the Custodian, as applicable, shall within seven
Business Days release the related Mortgage File to the Servicer. The Trustee
shall at the Servicer's direction execute and deliver to the Servicer the
request for reconveyance, deed of reconveyance or release or satisfaction of
mortgage or such instrument releasing the lien of the Mortgage, in each case
provided by the Servicer, together with the Mortgage Note with written evidence
of cancellation thereon. If the Mortgage has been recorded in the name of MERS
or its designee, the Servicer shall take all necessary action to reflect the
release of the Mortgage on the records of MERS. Expenses incurred in connection
with any instrument of satisfaction or deed of reconveyance shall be chargeable
to the related Mortgagor. From time to time and as shall be appropriate for the
servicing or foreclosure of any Mortgage Loan, including for such purpose
collection under any policy of flood insurance, any fidelity bond or errors or
omissions policy, or for the purposes of effecting a partial release of any
Mortgaged Property from the lien of the Mortgage or the making of any
corrections to the Mortgage Note or the Mortgage or any of the other documents
included in the Mortgage File, the Trustee or the Custodian, as applicable,
shall, upon delivery to the Trustee (or, at the direction of the Trustee, the
Custodian) of a Request for Release signed by a Servicing Officer, release the
Mortgage File within seven Business Days to the Servicer. Subject to the further
limitations set forth below, the Servicer shall cause the Mortgage File so
released to be returned to the Trustee or the Custodian, as applicable, when the
need therefor by the Servicer no longer exists, unless the Mortgage Loan is
liquidated and the proceeds thereof are deposited in the Servicer Custodial
Account, in which case the Servicer shall deliver to the Trustee or the
Custodian, as applicable, a Request for Release, signed by a Servicing Officer.
The Trustee shall execute and deliver to the Servicer any powers of
attorney and other documents prepared by the Servicer that are reasonably
necessary or appropriate to enable the Servicer to carry out its servicing and
administrative duties under this Agreement, upon the request of the Servicer. In
addition, upon prepayment in full of any Mortgage Loan or the receipt of notice
that funds for such purpose have been placed in escrow, the Servicer is
authorized to give, as attorney-in-fact for the Trustee and the mortgagee under
the Mortgage, an instrument of satisfaction (or Assignment of Mortgage without
recourse) regarding the Mortgaged Property relating to such Mortgage Loan, which
instrument of satisfaction or Assignment of Mortgage, as the case may be, shall
be delivered to the Person entitled thereto against receipt of the prepayment in
full. If the Mortgage is registered in the name of MERS or its designee, the
Servicer shall take all necessary action to reflect the release on the records
of MERS. In lieu of executing such satisfaction or Assignment of Mortgage, or if
another document is required to be executed by the Trustee, the Servicer may
deliver or cause to be delivered to the Trustee, for signature, as appropriate,
any court pleadings, requests for trustee's sale or other documents necessary to
effectuate such foreclosure or any legal action brought to obtain judgment
against the Mortgagor on the Mortgage Note or the Mortgage or to obtain a
deficiency judgment or to enforce any other remedies or rights provided by the
Mortgage Note or the Mortgage or otherwise available at law or in equity.
Section 3.16 Documents, Records and Funds in Possession of the
Servicer to be Held for the Trustee. The Servicer shall transmit to the Trustee
or, at the direction of the Trustee, the Custodian as required by this Agreement
all documents and instruments in respect of a Mortgage Loan coming into the
possession of the Servicer from time to time and shall account fully to the
Trustee for any funds received by the Servicer or which otherwise are collected
by the Servicer as Liquidation Proceeds or Insurance Proceeds in respect of any
Mortgage Loan. The documents constituting the Servicing File shall be held by
the Servicer as custodian and bailee for the Trustee. All Mortgage Files and
funds collected or held by, or under the control of, the Servicer in respect of
any Mortgage Loans, whether from the collection of principal and interest
payments or from Liquidation Proceeds, including but not limited to, any funds
on deposit in the Servicer Custodial Account, shall be held by the Servicer for
and on behalf of the Trustee and shall be and remain the sole and exclusive
property of the Trustee, subject to the applicable provisions of this Agreement.
The Servicer also agrees that it shall not knowingly create, incur or subject
any Mortgage File or any funds that are deposited in the Servicer Custodial
Account, Certificate Accounts or any Escrow Account, or any funds that otherwise
are or may become due or payable to the Trustee for the benefit of the
Certificateholders, to any claim, lien, security interest, judgment, levy, writ
of attachment or other encumbrance created by the Servicer, or assert by legal
action or otherwise any claim or right of setoff against any Mortgage File or
any funds collected on, or in connection with, a Mortgage Loan, except, however,
that the Servicer shall be entitled to set off against and deduct from any such
funds any amounts that are properly due and payable to the Servicer under this
Agreement.
Section 3.17 Servicing Compensation. The Servicer shall be entitled
out of each payment of interest on a Mortgage Loan (or portion thereof) and
included in the Trust Estate to retain or withdraw from the Servicer Custodial
Account an amount equal to the Servicing Fee for such Distribution Date.
Additional servicing compensation in the form of Excess Proceeds,
prepayment penalties, assumption fees, late payment charges and all income and
gain net of any losses realized from Permitted Investments and all other
customary and ancillary income and fees shall be retained by the Servicer to the
extent not required to be deposited in the Servicer Custodial Account pursuant
to Section 3.08(b). The Servicer shall be required to pay all expenses incurred
by it in connection with its servicing activities hereunder and shall not be
entitled to reimbursement therefor except as specifically provided in this
Agreement.
Notwithstanding the foregoing, with respect to the payment of the
Servicing Fee on any Distribution Date, the aggregate Servicing Fee for the
Servicer relating to the Mortgage Loans in a Loan Group for such Distribution
Date shall be reduced (but not below zero) by an amount equal to the lesser of
(a) the Prepayment Interest Shortfall for such Distribution Date relating to the
Mortgage Loans in such Loan Group and (b) one-twelfth of 0.25% of the aggregate
Stated Principal Balance of the Mortgage Loans in such Loan Group for such
Distribution Date (for each Loan Group any such reduction, "Compensating
Interest").
Section 3.18 Annual Statement as to Compliance. The Servicer shall
deliver to the Trustee and each Rating Agency on or before 90 days after the end
of the Servicer's fiscal year, commencing with its 2001 fiscal year, an
Officer's Certificate stating, as to the signer thereof, that (a) a review of
the activities of the Servicer during the preceding calendar year and of the
performance of the Servicer under this Agreement has been made under such
officer's supervision, and (b) to the best of such officer's knowledge, based on
such review, the Servicer has fulfilled all its obligations under this Agreement
throughout such year, or, if there has been a default in the fulfillment of any
such obligation, specifying each such default known to such officer and the
nature and status thereof.
Section 3.19 Annual Independent Public Accountants' Servicing
Statement; Financial Statements. The Servicer shall, at its own expense, on or
before 90 days after the end of the Servicer's fiscal year, commencing with its
2001 fiscal year, cause a firm of independent public accountants (who may also
render other services to the Servicer or any affiliate thereof) which is a
member of the American Institute of Certified Public Accountants to furnish a
statement to the Trustee to the effect that such firm has with respect to the
Servicer's overall servicing operations, examined such operations in accordance
with the requirements of the Uniform Single Attestation Program for Mortgage
Bankers, stating such firm's conclusions relating thereto.
Section 3.20 Advances. The Servicer shall determine on or before
each Servicer Advance Date whether it is required to make a Periodic Advance
pursuant to the definition thereof. If the Servicer determines it is required to
make a Periodic Advance, it shall, on or before the Servicer Advance Date,
either (a) deposit into the Servicer Custodial Account an amount equal to the
Advance and/or (b) make an appropriate entry in its records relating to the
Servicer Custodial Account that any portion of the Amount Held for Future
Distribution with respect to a Loan Group in the Servicer Custodial Account has
been used by the Servicer in discharge of its obligation to make any such
Periodic Advance on a Mortgage Loan in such Loan Group. Any funds so applied
shall be replaced by the Servicer by deposit in the Servicer Custodial Account
no later than the close of business on the Business Day preceding the next
Servicer Advance Date. The Servicer shall be entitled to be reimbursed from the
Servicer Custodial Account for all Advances of its own funds made pursuant to
this Section 3.20 as provided in Section 3.11(a). The obligation to make
Periodic Advances with respect to any Mortgage Loan shall continue until the
ultimate disposition of the REO Property or Mortgaged Property relating to such
Mortgage Loan. The Servicer shall inform the Trustee of the amount of the
Periodic Advance to be made by the Servicer with respect to each Loan Group on
each Servicer Advance Date no later than the related Remittance Date.
The Servicer shall deliver to the Trustee on the related Servicer
Advance Date an Officer's Certificate of a Servicing Officer indicating the
amount of any proposed Periodic Advance determined by the Servicer to be a
Nonrecoverable Advance. Notwithstanding anything to the contrary, the Servicer
shall not be required to make any Periodic Advance or Servicing Advance that
would be a Nonrecoverable Advance.
Section 3.21 Modifications, Waivers, Amendments and Consents. (a)
Subject to this Section 3.21, the Servicer may agree to any modification,
waiver, forbearance, or amendment of any term of any Mortgage Loan without the
consent of the Trustee or any Certificateholder. All modifications, waivers,
forbearances or amendments of any Mortgage Loan shall be in writing and shall be
consistent with Customary Servicing Procedures.
(b) The Servicer shall not agree to enter into, and shall not enter
into, any modification, waiver (other than a waiver referred to in Section 3.13,
which waiver, if any, shall be governed by Section 3.13), forbearance or
amendment of any term of any Mortgage Loan if such modification, waiver,
forbearance, or amendment would:
(i) affect the amount or timing of any related payment of principal,
interest or other amount payable thereunder;
(ii) in the Servicer's judgment, materially impair the security for
such Mortgage Loan or reduce the likelihood of timely payment of amounts
due thereon; or
(iii) otherwise constitute a "significant modification" within the
meaning of Treasury Regulations Section 1.860G-2(b);
unless, in either case, (A) such Mortgage Loan is 90 days or more past due or
(B) the Servicer delivers to the Trustee an Opinion of Counsel to the effect
that such modification, waiver, forbearance or amendment would not affect the
REMIC status of either the Upper-Tier REMIC or the Lower-Tier REMIC and, in
either case, such modification, waiver, forbearance or amendment is reasonably
likely to produce a greater recovery with respect to such Mortgage Loan than
would liquidation. Subject to Customary Servicing Procedures, the Servicer may
permit a forbearance for a Mortgage Loan which in the Servicer's judgment is
subject to imminent default.
(c) Any payment of interest, which is deferred pursuant to any
modification, waiver, forbearance or amendment permitted hereunder, shall not,
for purposes hereof, including, without limitation, calculating monthly
distributions to Certificateholders, be added to the unpaid principal balance of
the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan
or such modification, waiver or amendment so permit.
(d) The Servicer may, as a condition to granting any request by a
Mortgagor for consent, modification, waiver, forbearance or amendment, the
granting of which is within the Servicer's discretion pursuant to the Mortgage
Loan and is permitted by the terms of this Agreement, require that such
Mortgagor pay to the Servicer, as additional servicing compensation, a
reasonable or customary fee for the additional services performed in connection
with such request, together with any related costs and expenses incurred by the
Servicer, which amount shall be retained by the Servicer as additional servicing
compensation.
(e) The Servicer shall notify the Trustee, in writing, of any
modification, waiver, forbearance or amendment of any term of any Mortgage Loan
and the date thereof, and shall deliver to the Trustee (or, at the direction of
the Trustee, the Custodian) for deposit in the related Mortgage File, an
original counterpart of the agreement relating to such modification, waiver,
forbearance or amendment, promptly (and in any event within ten Business Days)
following the execution thereof; provided, however, that if any such
modification, waiver, forbearance or amendment is required by applicable law to
be recorded, the Servicer (i) shall deliver to the Trustee a copy thereof and
(ii) shall deliver to the Trustee such document, with evidence of notification
upon receipt thereof from the public recording office.
Section 3.22 Reports to the Securities and Exchange Commission. The
Trustee shall, on behalf of the Trust, cause to be filed with the Securities and
Exchange Commission any periodic reports required to be filed under the
provisions of the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Securities and Exchange Commission thereunder, for so long as
any Certificates registered under the 1933 Act are outstanding (other than the
Current Report on Form 8-K to be filed by the Depositor in connection with
computational materials and the initial Current Report on Form 8-K to be filed
by the Depositor in connection with the issuance of the Certificates). Upon the
request of the Trustee, the Servicer and the Depositor shall cooperate with the
Trustee in the preparation of any such report and shall provide to the Trustee
in a timely manner all such information or documentation as the Trustee may
reasonably request in connection with the performance of its duties and
obligations under this Section.
Section 3.23 Maintenance of the Rounding Accounts; Collections
Thereunder.
On or prior to the Closing Date, the Trustee shall establish a
separate account (the "Rounding Account") with respect to the Special Retail
Certificates, and Banc of America Securities LLC shall deposit $999.99 in the
Rounding Account. The Trustee shall maintain such accounts to provide, if
needed, the 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 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 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 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 the
Special Retail Certificates, the aggregate amount allocable to such Class will
be applied first to repay any funds withdrawn from the 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
the Special Retail Certificates, the Trustee shall remit to Banc of America
Securities LLC any amounts remaining in the Rounding Account.
Amounts on deposit in the Rounding Account shall not be invested.
The 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 the Upper-Tier REMIC or Lower-Tier
REMIC, (B) such Rounding Account shall be owned for federal tax purposes by Banc
of America Securities LLC and Banc of America Securities LLC shall report all
amounts of income, deduction, gain or loss accruing therefrom, and (C) amounts
transferred by the Lower-Tier REMIC to any Rounding Account shall be treated for
all federal tax purposes as distributed by the Lower-Tier REMIC to Banc of
America Securities LLC.
ARTICLE IV
SERVICER'S CERTIFICATE
Section 4.01 Servicer's Certificate. Each month, not later than
12:00 noon Eastern time on the Business Day following each Determination Date,
the Servicer shall deliver to the Trustee, a Servicer's Certificate (in
substance and format mutually acceptable to the Servicer and the Trustee)
certified by a Servicing Officer setting forth the information necessary in
order for the Trustee to perform its obligations under this Agreement. The
Trustee may conclusively rely upon the information contained in a Servicer's
Certificate for all purposes hereunder and shall have no duty to verify or
re-compute any of the information contained therein.
Each such statement shall be provided by the Trustee to any Holder
of a Certificate upon request and shall also, to the extent available, include
information regarding delinquencies on Mortgage Loans providing such statement,
indicating the number and aggregate principal amount of Mortgage Loans which are
either one, two, three or more than three months delinquent and the book value
of any REO Property.
ARTICLE V
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;
REMIC ADMINISTRATION
Section 5.01 Distributions. On each Distribution Date, based solely
on the information in the Servicer's Certificate, the Trustee shall distribute
out of the Upper-Tier Certificate Account or applicable Certificate Account, as
applicable, (to the extent funds are available therein) to each
Certificateholder of record on the related Record Date (other than as provided
in Section 10.01 respecting the final distribution) (a) by check mailed to such
Certificateholder entitled to receive a distribution on such Distribution Date
at the address appearing in the Certificate Register, or (b) upon written
request by the Holder of a Regular Certificate (in the event such
Certificateholder owns of record 100% of a Class of Certificates or holds
Certificates of any Class having denominations aggregating $1,000,000 or more),
by wire transfer or by such other means of payment as such Certificateholder and
the Trustee shall agree upon, such Certificateholder's Percentage Interest in
the amount to which the related Class of Certificates is entitled in accordance
with the priorities set forth below in Section 5.02; 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, first, to
distributions in respect of the Uncertificated Lower-Tier Interests as specified
in this Section 5.02(a) for deposit in the Upper-Tier Certificate Account and to
the Class 1-A-LR Certificate, and then from the Upper-Tier Certificate Account
to distributions on the Certificates in the following order of priority and to
the extent of such funds, paying Group 1 solely from the Pool Distribution
Amount for Loan Group 1, Group 2 solely from the Pool Distribution Amount for
Loan Group 2 and Group 3 solely from the Pool Distribution Amount for Loan Group
3:
(i) to each Class of Senior Certificates and Component (other than
the Class A-PO Component and the Class 1-A-LR Certificates) of such Group,
an amount allocable to interest equal to the Interest Distribution Amount
or Component Interest Distribution Amount for such Class or Component and
any shortfall being allocated among such Classes and Component in
proportion to the amount of the Interest Distribution Amount or Component
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-5, Class 1-A-10 or Class 3-A-2
Certificates will instead be distributed in reduction of the Class
Certificate Balances of the Classes of Certificates of Group 1 or Group 3,
respectively, specified in Section 5.02(b)(i) and (iii);
(ii) concurrently to the Class A Certificates and the Class A-PO
Component of such Group, pro rata, based on their respective Senior
Principal Distribution Amount and PO Principal Amount, (A) to the Class A
Certificates of such Group, in an aggregate amount up to the Senior
Principal Distribution Amount for such Group, such distribution to be
allocated among such Classes in accordance with Section 5.02(b) and (B) to
the Class A-PO Component of such Group in an aggregate amount up to the PO
Principal Amount for such Group;
(iii) to the Class A-PO Component of such Group, any Class A-PO
Deferred Amount, up to the Subordinate Principal Distribution Amount for
such Group for such Distribution Date from amounts otherwise distributable
first to the Class 1-B-6 Certificates, Class 2-B-6 Certificates or Class
3-B-6 Certificates, as the case may be, pursuant to clause (iv)(L) below,
second to the Class 1-B-5 Certificates, Class 2-B-5 Certificates or Class
3-B-5 Certificates, as the case may be, pursuant to clause (iv)(J) below,
third to the Class 1-B-4 Certificates, Class 2-B-4 Certificates or Class
3-B-4 Certificates, as the case may be, pursuant to clause (iv)(H) below,
fourth to the Class 1-B-3 Certificates, Class 2-B-3 Certificates or Class
3-B-3 Certificates, as the cases may be, pursuant to clause (iv)(F) below,
fifth to the Clause 1-B-2 Certificates, Class 2-B-2 Certificates or Class
3-B-2 Certificates, as the case may be, pursuant to clause (iv)(D) below
and finally to the Class 1-B-1 Certificates, Class 2-B-1 Certificates or
Class 3-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, Class 2-B-1 Certificates
or Class 3-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, Class 2-B-1 Certificates
or Class 3-B-1 Certificates, as the case may be, an amount allocable
to principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the Class A-PO Deferred Amount of the
Class A-PO Component of such Group pursuant to clause (iii) above
until the Class Certificate Balance thereof has been reduced to
zero;
(C) to the Class 1-B-2 Certificates, Class 2-B-2 Certificates
or Class 3-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, Class 2-B-2 Certificates
or Class 3-B-3 Certificates, as the case may be, an amount allocable
to principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the Class A-PO Deferred Amount of the
Class A-PO Component of such Group pursuant to clause (iii) above
until the Class Certificate Balance thereof has been reduced to
zero;
(E) to the Class 1-B-3 Certificates, Class 2-B-3 Certificates
or Class 3-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, Class 2-B-3 Certificates
or Class 3-B-3 Certificates, as the case may be, an amount allocable
to principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the Class A-PO Deferred Amount of the
Class A-PO Component of such Group pursuant to clause (iii) above
until the Class Certificate Balance thereof has been reduced to
zero;
(G) to the Class 1-B-4 Certificates, Class 2-B-4 Certificates
or Class 3-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, Class 2-B-4 Certificates
or Class 3-B-4 Certificates, as the case may be, an amount allocable
to principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the Class A-PO Deferred Amount of the
Class A-PO Component of such Group pursuant to clause (iii) above
until the Class Certificate Balance thereof has been reduced to
zero;
(I) to the Class 1-B-5 Certificates, Class 2-B-5 Certificates
or Class 3-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, Class 2-B-5 Certificates
or Class 3-B-5 Certificates, as the case may be, an amount allocable
to principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the Class A-PO Deferred Amount of the
Class A-PO Component of such Group pursuant to clause (iii) above
until the Class Certificate Balance thereof has been reduced to
zero;
(K) to the Class 1-B-6 Certificates, Class 2-B-6 Certificates
or Class 3-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, Class 2-B-6 Certificates
or Class 3-B-6 Certificates, as the case may be, an amount allocable
to principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the Class A-PO Deferred Amount of the
Class A-PO Component of such Group pursuant to clause (iii) above
until the Class Certificate Balance thereof has been reduced to
zero; and
(v) The Holder of the Class 1-A-R and Class 1-A-LR Certificates
shall receive any remaining Pool Distribution Amounts for the Related Loan
Group.
For any Group and on any Distribution Date, amounts distributed in
respect of Class A-PO Deferred Amounts will not reduce the Class Certificate
Balance of the applicable Class A-PO Component.
All distributions in respect of the Interest Distribution Amount for
a Class or the Component Interest Distribution Amount for a Component will be
applied first with respect to the amount payable pursuant to clause (i) of the
definition of "Interest Distribution Amount" or "Component Interest Distribution
Amount," as applicable, and second with respect to the amount payable pursuant
to clause (ii) of such definitions.
On each Distribution Date, each Uncertificated Lower-Tier Interest
shall receive distributions in respect of principal in an amount equal to the
amount of principal distributed to their respective Corresponding Upper-Tier
Class, Classes, Component or Components as provided herein. On each Distribution
Date, each Uncertificated Lower-Tier Interest shall receive distributions in
respect of interest in an amount equal to the Interest Distribution Amounts or
Component Interest Distribution Amounts in respect of its Corresponding
Upper-Tier Class, Classes, Component or Components, in each case to the extent
actually distributed thereon. Such amounts distributed to the Uncertificated
Lower-Tier Interests in respect of principal and interest with respect to any
Distribution Date are referred to herein collectively as the "Lower-Tier
Distribution Amount."
As of any date, the principal balance of each Uncertificated
Lower-Tier Interest equals the aggregate of the Class Certificate Balances and
Component Balances of the respective Corresponding Upper-Tier Class, Classes,
Component or Components. The initial principal balance of each Uncertificated
Lower-Tier Interest equals the aggregate of the Initial Class Certificate
Balances and Initial Component Balances of the respective Corresponding
Upper-Tier Class, Classes, Component or Components.
The pass-through rate with respect to the Class 1-A-L1 Interest,
Class 1-A-L7 Interest, Class 1-A-L8 Interest, Class 1-A-L15 Interest, Class
1-A-L16 Interest, Class 1-A-LUR Interest, Class 3-A-L1 Interest, Class 1-B-L1
Interest, Class 1-B-L2 Interest, Class 1-B-L3 Interest, Class 1-B-L4 Interest,
Class 1-B-L5 Interest, Class 1-B-L6, Class 3-B-L1 Interest, Class 3-B-L2
Interest, Class 3-B-L3 Interest, Class 3-B-L4 Interest, Class 3-B-L5 Interest
and Class 3-B-L6 Interest shall be 6.750% per annum. The pass-through rate with
respect to the Class 2-A-L1 Interest, Class 2-B-L1 Interest, Class 2-B-L2
Interest, Class 2-B-L3 Interest, Class 2-B-L4 Interest, Class 2-B-L5 Interest
and Class 2-B-L6 Interest shall be 6.500% per annum. The Class 1-A-LPO Interest,
Class 2-A-LPO Interest and Class 3-A-LPO Interest are principal-only interests
and is not entitled to distributions of interest. Any Non-Supported Interest
Shortfalls will be allocated to each Uncertificated Lower-Tier Interest in the
same relative proportions as interest is allocated to such Uncertificated
Lower-Tier Interest.
(b) (i) With respect to the Class A Certificates of Group 1:
(A) On each Distribution Date occurring prior to the Accretion
Termination Date for the Class 1-A-5 Certificates, the Class 1-A-5
Accrual Distribution Amount will be allocated, sequentially, as
follows:
first, sequentially, to the Class 1-A-6 and Class 1-A-14
Certificates, in that order, until their Class Certificate
Balances have been reduced to zero; and
second, to the Class 1-A-5 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-10 Certificates, the Class 1-A-10
Accrual Distribution Amount will be allocated, sequentially, as
follows:
first, concurrently, to the Class 1-A-8 and Class 1-A-9
Certificates, pro rata, until their Class Certificate Balances
have been reduced to zero; and
second, to the Class 1-A-10 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 pursuant to Section 5.02(a)(ii) for such
Distribution Date, will be distributed in the following order of
priority:
first, concurrently, to the Class 1-A-R and Class 1-A-LR
Certificates, until their Class Certificate Balances have been
reduced to zero;
second, to the Class 1-A-19 Certificates, up to the
Class 1-A-19 Priority Amount for such Distribution Date, until
their Class Certificate Balance has been reduced to zero;
third, concurrently, until the Class Certificate
Balances of the Class 1-A-1 and Class 1-A-10 Certificates and
the PAC Group and TAC Group have been reduced to zero, as
follows:
(a) 56.1582505755% to the Class 1-A-1
Certificates, until their class balance has been reduced
to zero;
(b) 28.8583345585% as follows:
(i) to the PAC Group, up to its PAC
Principal Amount for such Distribution Date;
(ii) to the TAC Group, up to its TAC
Principal Amount for such Distribution Date;
(iii) to the Class 1-A-10 Certificates,
until their Class Certificate Balance has been
reduced to zero;
(iv) to the TAC Group;
(v) to the PAC Group; and
(c) 14.9834148860% to the Class 1-A-2
Certificates; and
fourth, concurrently, until the Class Certificate
Balances of the Class 1-A-2, Class 1-A-11, Class 1-A-12 and
Class 1-A-13 Certificates have been reduced to zero, as
follows:
(a) 14.9902343750% to the Class 1-A-2
Certificates;
(b) 75.2390894397% to the Class 1-A-3
Certificates; and
(c) 9.7706761853%, sequentially, to the Class
1-A-11, Class 1-A-12 and Class 1-A-13 Certificates, in
that order;
fifth, concurrently, as follows:
(a) 75.2385198395% to the Class 1-A-3
Certificates, until their Class Certificate Balance has
been reduced to zero; and
(b) 24.7614801605% to the Class 1-A-4
Certificates, until their Class Certificate Balance has
been reduced to zero;
sixth, sequentially, to the Class 1-A-6, Class 1-A-14
and Class 1-A-5 Certificates, in that order, until their Class
Certificate Balances have been reduced to zero; and
seventh, to the Class 1-A-19 Certificates, until their
Class Certificate Balance has been reduced to zero.
(ii) With respect to the Class A Certificates of Group 2:
On each Distribution Date prior to the Senior Credit Support
Depletion Date for Group 2, the amount distributable to the Group 2-A
Certificates pursuant to Section 5.02(a)(ii) for such Distribution Date,
will be distributed to the Class 2-A-1 Certificates, until their Class
Certificate Balance has been reduced to zero.
(iii) With respect to the Class A Certificates of Group 3:
(A) On each Distribution Date occurring prior to the Accretion
Termination Date for the Class 3-A-2 Certificates, the Class 3-A-2
Accrual Distribution Amount will be allocated, sequentially, as
follows:
first, to the Class 3-A-1 Certificates, until their
Class Certificate Balances have been reduced to zero; and
second, to the Class 3-A-2 Certificates, until their
Class Certificate Balance has been reduced to zero.
(B) On each Distribution Date prior to the Senior Credit
Support Depletion Date for Group 3, the amount distributable to the
Group 3-A Certificates pursuant to Section 5.02(a)(ii) for such
Distribution Date, will be distributed in the following order of
priority:
first, concurrently, to the Class 3-A-3 Certificates, up
to the Class 3-A-3 Priority Amount for such Distribution Date,
until their Class Certificate Balances has been reduced to
zero;
second, sequentially, to the Class 3-A-1 and Class 3-A-2
Certificates, in that order, until their Class Certificate
Balances have been reduced to zero; and
third, to the Class 3-A-3 Certificates, until their
Class Certificate Balance has 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 concurrently as
follows: 30.1433618289% to the Class I-A-7 Certificates until their Class
Certificate Balance has been reduced to zero and 69.8566381711%, sequentially to
the Class 1-A-15, Class I-A-16 and Class I-A-17 Certificates, in that order,
until their Class Certificate Balances have been reduced to zero.
Prior to the Senior Credit Support Deletion Date for Group 1, all
distributions of principal to the TAC Group will be made concurrently, to the
Class 1-A-8 and Class 1-A-9 Certificates, pro rata, 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 shall be distributed concurrently, as principal, on such
Classes, pro rata, on the basis of their respective Class Certificate Balances,
until the Class Certificate Balances thereof are reduced to zero.
(c) On each Distribution Date, Accrued Certificate Interest for each
Class of Certificates (other than the Class 1-A-18 Certificates and the Class
A-PO Certificates) and Accrued Component Interest for each Class 1-A-18
Component for such Distribution Date shall be reduced by such Class's or
Component's pro rata share, based on such Class's or Component's Interest
Distribution Amount or Component Interest Distribution Amount for such
Distribution Date, without taking into account the allocation made by this
Section 5.02(c), of (A) Non-Supported Interest Shortfalls for the Related Loan
Group, (B) any Excess Losses on the Mortgage Loans in such Loan Group allocable
to interest, (C) on and after the Senior Credit Support Depletion Date for such
Group, any other Realized Loss on the Mortgage Loans in such Loan Group
allocable to interest and (D) Relief Act Reductions incurred on the Mortgage
Loans in such Loan Group during the calendar month preceding the month of such
Distribution Date.
(d) Notwithstanding the priority and allocation contained in Section
5.02(a)(iv), if with respect to any Class of Subordinate Certificates of a Group
on any Distribution Date, (i) the aggregate of the Class Certificate Balances
immediately prior to such Distribution Date of all Classes of Subordinate
Certificates of such Group which have a higher numerical Class designation than
such Class, divided by (ii) the aggregate Class Certificate Balance of all the
Classes of such Group immediately prior to such Distribution Date (for each
Group, the "Fractional Interest") is less than the Original Fractional Interest
for such Class, no distribution of principal will be made to any Classes of such
Group junior to such Class (for each Group, the "Restricted Classes") and the
Class Certificate Balances of the Restricted Classes of such Group will not be
used in determining the Pro Rata Share for the Subordinate Certificates of such
Group that are not Restricted Classes. If the aggregate Class Certificate
Balances of the Subordinate Certificates of such Group that are not Restricted
Classes are reduced to zero, notwithstanding the previous sentence, any funds
remaining will be distributed sequentially to the Restricted Classes of such
Group in order of their respective numerical Class designations (beginning with
the Class of Restricted Certificates of the Related Group then outstanding with
the lowest numerical Class designation).
Section 5.03 Allocation of Losses. (a) On or prior to each
Determination Date, the Servicer shall inform the Trustee in writing with
respect to each Mortgage Loan: (1) whether any Realized Loss is a Deficient
Valuation, a Debt Service Reduction, a Fraud Loss or a Special Hazard Loss, (2)
of the amount of such loss or Deficient Valuation, or of the terms of such Debt
Service Reduction and (3) of the total amount of Realized Losses on the Mortgage
Loans in each Loan Group. Based on such information, the Trustee shall determine
the total amount of Realized Losses on the Mortgage Loans in each Loan Group,
including Excess Losses, with respect to the related Distribution Date.
The principal portion of Realized Losses on the Mortgage Loans in a
Loan Group with respect to any Distribution Date shall be allocated as follows:
(i) the applicable PO Percentage of the principal portion of any
Realized Loss with respect to a Discount Mortgage Loan in such Loan Group,
including any Excess Loss, shall be allocated to the Class A-PO Component
of the Related Group until the Class Certificate Balance thereof is
reduced to zero; 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 1-A-18 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 1-A-18 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
1-A-18 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 Component Balance of the Class A-PO Component of a Group
shall be reduced on each Distribution Date by the amount, if any, by which the
Component Balance of such Class A-PO Component (after giving effect to the
amount to be distributed as a distribution of principal and the allocation of
Realized Losses on such Distribution Date) exceeds the Adjusted Pool Amount (PO
Portion) for the Related Loan Group for such Distribution Date.
The Class Certificate Balance of the Class of Subordinate
Certificates of a Group then outstanding with the highest numerical Class
designation shall be reduced on each Distribution Date by the amount, if any, by
which the aggregate of the Class Certificate Balances of all outstanding Classes
of Certificates of such Group (after giving effect to the amount to be
distributed as a distribution of principal and the allocation of Realized Losses
and Class A-PO Deferred Amounts on such Distribution Date) exceeds the Adjusted
Pool Amount for the Related Loan Group for such Distribution Date.
After the Senior Credit Support Depletion Date for a Group, the
Class Certificate Balances of the Senior Certificates of such Group in the
aggregate shall be reduced on each Distribution Date by the amount, if any, by
which the aggregate of the Class Certificate Balances of all outstanding Classes
of Senior Certificates of such Group (after giving effect to the amount to be
distributed as a distribution of principal and the allocation of Realized Losses
on such Distribution Date) exceeds the difference between (i) the Adjusted Pool
Amount for the Related Loan Group for such Distribution Date and (ii) the
Adjusted Pool Amount (PO Portion) for the Related Loan Group for such
Distribution Date.
Any such reduction shall be allocated among the Senior Certificates
(other than the Class 1-A-18 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.
(c) Any Realized Loss allocated to a Class of Certificates or any
reduction in the Class Certificate Balance of a Class of Certificates pursuant
to Section 5.03(b) above shall be allocated among the Certificates of such Class
in proportion to their respective Percentage Interests.
(d) Any allocation of Realized Losses to a Class of Certificates or
any reduction in the Class Certificate Balance of a Class pursuant to Section
5.03(b) above shall be accomplished by reducing the Class Certificate Balance
thereof prior to the distributions made on the related Distribution Date in
accordance with the definition of "Class Certificate Balance."
(e) With respect to any Distribution Date, Realized Losses allocated
pursuant to this Section 5.03 will be allocated to each Uncertificated
Lower-Tier Interest in an amount equal to the amount allocated to its respective
Corresponding Upper-Tier Class, Classes, Component or Components as provided
above.
Section 5.04 Statements to Certificateholders. (a) Prior to the
Distribution Date in each month, based upon the information provided to the
Trustee on the Servicer's Certificates delivered to the Trustee pursuant to
Section 4.01, the Trustee shall determine the following information with respect
to such Distribution Date:
(i) for each Group, the amount allocable to principal, separately
identifying the aggregate amount of any Principal Prepayments and
Liquidation Proceeds included therein;
(ii) for each Group, the amount allocable to interest, the Accrual
Distribution Amounts with respect to the Accrual Certificates, any Class
Unpaid Interest Shortfall or Component Unpaid Interest Shortfall included
in such distribution and any remaining Class Unpaid Interest Shortfall or
Component 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 (or
in the case of the Class 1-A-18 Certificates, each Component) 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.
(xvi) the Class 1-A-18 Notional Amount, the Class 1-A-18A Notional
Amount, the Class 1-A-18B Notional Amount and the Class 1-A-18C Notional
Amount for such Distribution Date;
(b) No later than each Distribution Date, the Trustee, based upon
information supplied to it on the Servicer's Certificates, shall prepare and
deliver (by mail, fax or electronically) to each Holder of a Certificate, each
Rating Agency and the Servicer a statement setting forth the information set
forth in Section 5.04(a).
In the case of information furnished pursuant to clauses (i), (ii)
and (ix) of Section 5.04(a), the amounts shall be expressed as a dollar amount
per Certificate with a $1,000 denomination.
On each Distribution Date, the Trustee shall prepare and furnish to
each Financial Market Service, in electronic or such other format and media
mutually agreed upon by the Trustee, the Financial Market Service and the
Depositor, the information contained in the statement described in Section
5.04(a) for such Distribution Date.
The Trustee may make available each month, to any interested party,
the monthly statement to Certificateholders via the Trustee's website.
Within a reasonable period of time after the end of each calendar
year, the Trustee shall furnish to each Person who at any time during the
calendar year was the Holder of a Certificate, if requested in writing by such
Person, a statement containing the information set forth in clauses (i), (ii)
and (vii) of Section 5.04(a), in each case aggregated for such calendar year or
applicable portion thereof during which such Person was a Certificateholder.
Such obligation of the Trustee shall be deemed to have been satisfied to the
extent that substantially comparable information shall be provided by the
Trustee pursuant to any requirements of the Code as from time to time in force.
The Trustee shall deliver to the Holders of Certificates any reports
or information the Trustee is required by this Agreement or the Code, Treasury
Regulations or REMIC Provisions to deliver to the Holders of Certificates, and
the Trustee shall prepare and provide to the Certificateholders (by mail,
telephone, or publication as may be permitted by applicable Treasury
Regulations) such other reasonable information as the Trustee deems necessary or
appropriate or is required by the Code, Treasury Regulations, and the REMIC
Provisions including, but not limited to, (i) information to be reported to the
Holders of the Residual Certificates for quarterly notices on Schedule Q (Form
1066) (which information shall be forwarded to the Holders of the Residual
Certificates by the Trustee), (ii) information to be provided to the Holders of
Certificates with respect to amounts which should be included as interest and
original issue discount in such Holders' gross income and (iii) information to
be provided to all Holders of Certificates setting forth the percentage of each
REMIC's assets, determined in accordance with Treasury Regulations using a
convention, not inconsistent with Treasury Regulations, selected by the Trustee
in its absolute discretion, that constitute real estate assets under Section 856
of the Code, and assets described in Section 7701(a)(19)(C) of the Code;
provided, however, that in setting forth the percentage of such assets of each
REMIC, nothing contained in this Agreement, including without limitation Section
7.03 hereof, shall be interpreted to require the Trustee periodically to
appraise the fair market values of the assets of the Trust Estate or to
indemnify the Trust Estate or any Certificateholders from any adverse federal,
state or local tax consequences associated with a change subsequently required
to be made in the Depositor's initial good faith determinations of such fair
market values (if subsequent determinations are required pursuant to the REMIC
Provisions) made from time to time.
Section 5.05 Tax Returns and Reports to Certificateholders. (a) For
federal income tax purposes, each REMIC shall have a calendar year taxable year
and shall maintain its books on the accrual method of accounting.
(b) The Trustee shall prepare or cause to be prepared, shall execute
and shall file or cause to be filed with the Internal Revenue Service and
applicable state or local tax authorities income tax information returns for
each taxable year with respect to each REMIC containing such information at the
times and in the manner as may be required by the Code, the Treasury Regulations
or state or local tax laws, regulations, or rules, and shall furnish or cause to
be furnished to each REMIC and the Certificateholders the schedules, statements
or information at such times and in such manner as may be required thereby.
Within 30 days of the Closing Date, the Trustee shall furnish or cause to be
furnished to the Internal Revenue Service, on Form 8811 or as otherwise required
by the Code or the Treasury Regulations, the name, title, address and telephone
number of the person that Holders of the Certificates may contact for tax
information relating thereto, together with such additional information at the
time or times and in the manner required by the Code or the Treasury
Regulations. Such federal, state, or local income tax or information returns
shall be signed by the Trustee, or such other Person as may be required to sign
such returns by the Code, the Treasury Regulations or state or local tax laws,
regulations, or rules.
(c) In the first federal income tax return of each REMIC for its
short taxable year ending December 31, 2001, REMIC status shall be elected for
such taxable year and all succeeding taxable years.
(d) The Trustee will maintain or cause to be maintained such records
relating to each REMIC, including but not limited to records relating to the
income, expenses, assets and liabilities of the Trust Estate, and the initial
fair market value and adjusted basis of the Trust Estate property and assets
determined at such intervals as may be required by the Code or the Treasury
Regulations, as may be necessary to prepare the foregoing returns, schedules,
statements or information.
Section 5.06 Tax Matters Person. The Tax Matters Person shall have
the same duties with respect to each REMIC as those of a "tax matters partner"
under Subchapter C of Chapter 63 of Subtitle F of the Code. The Holder of the
Class 1-A-R Certificate is hereby designated as the Tax Matters Person for the
Upper-Tier REMIC. The Holder of the Class 1-A-LR Certificate is hereby
designated as the Tax Matters Person for the Lower-Tier REMIC. By their
acceptance of the Class 1-A-R or Class 1-A-LR Certificate, as applicable, each
such Holder irrevocably appoints the Trustee as its agent to perform all of the
duties of the Tax Matters Person for the Upper-Tier REMIC and the Lower-Tier
REMIC.
Section 5.07 Rights of the Tax Matters Person in Respect of the
Trustee. The Trustee shall afford the Tax Matters Person, upon reasonable notice
during normal business hours, access to all records maintained by the Trustee in
respect of its duties hereunder and access to officers of the Trustee
responsible for performing such duties. Upon request, the Trustee shall furnish
the Tax Matters Person with its most recent report of condition published
pursuant to law or to the requirements of its supervisory or examining authority
publicly available. The Trustee shall make available to the Tax Matters Person
such books, documents or records relating to the Trustee's services hereunder as
the Tax Matters Person shall reasonably request. The Tax Matters Person shall
not have any responsibility or liability for any action or failure to act by the
Trustee and is not obligated to supervise the performance of the Trustee under
this Agreement or otherwise.
Section 5.08 REMIC Related Covenants. For as long as the Trust shall
exist, the Trustee, the Depositor and the Servicer shall act in accordance
herewith to assure continuing treatment of the Upper-Tier REMIC and the
Lower-Tier REMIC as REMICs and avoid the imposition of tax on either REMIC. In
particular:
(a) The Trustee shall not create, or permit the creation of, any
"interests" in either REMIC within the meaning of Code Section 860D(a)(2) other
than the interests represented by the Regular Certificates, the Residual
Certificates and the Uncertificated Lower-Tier Interests.
(b) Except as otherwise provided in the Code, (i) the Depositor and
the Servicer shall not contribute to the Trust Estate and the Trustee shall not
accept property unless substantially all of the property held in either REMIC
constitutes either "qualified mortgages" or "permitted investments" as defined
in Code Sections 860G(a)(3) and (5), respectively, and (ii) no property shall be
contributed to each REMIC after the start-up day unless such contribution would
not subject the Trust Estate to the 100% tax on contributions to a REMIC after
the start-up day of the REMIC imposed by Code Section 860G(d).
(c) The Trustee shall not accept on behalf of either REMIC any fee
or other compensation for services and neither the Trustee nor the Servicer
shall knowingly accept, on behalf of the Trust Estate any income from assets
other than those permitted to be held by a REMIC.
(d) The Trustee shall not sell or permit the sale of all or any
portion of the Mortgage Loans (other than in accordance with Sections 2.02, 2.04
or 3.14(b)), unless such sale is pursuant to a "qualified liquidation" of the
applicable REMIC as defined in Code Section 860F(a)(4)(A) and in accordance with
Article X.
(e) The Trustee shall maintain books with respect to the Trust and
each REMIC on a calendar year taxable year and on an accrual basis.
Neither the Servicer nor the Trustee shall engage in a "prohibited
transaction" (as defined in Code Section 860F(a)(2)), except that, with the
prior written consent of the Servicer and the Depositor, the Trustee may engage
in the activities otherwise prohibited by the foregoing paragraphs (b), (c) and
(d); provided that the Servicer shall have delivered to the Trustee an Opinion
of Counsel to the effect that such transaction will not result in the imposition
of a tax on either REMIC and will not disqualify the Trust Estate from treatment
as two REMICs; and, provided further, that the Servicer shall have demonstrated
to the satisfaction of the Trustee that such action will not adversely affect
the rights of the Holders of the Certificates and the Trustee and that such
action will not adversely impact the rating of the Certificates.
Section 5.09 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 the
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 such Class and at the request of Living Holders of Certificates of 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 the 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 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 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 the
Special Retail Certificates will be applied in an amount equal to the portion of
the Senior Principal Distribution Amount allocable to such Class pursuant to
Section 5.02, plus any amounts available for distribution from the applicable
Rounding Account established as provided in Section 3.23, provided that the
aggregate distribution of principal to such Class on any Distribution Date shall
be made in an integral multiple of $1,000.
To the extent that the portion of the Senior Principal Distribution
Amount for Group 1 allocable to the Special Retail Certificates on any
Distribution Date exceeds the aggregate Certificate Balance 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 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 the 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 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-R, A-1-A-LR, A-2-A-1, A-1-A-1,
A-3-A-2, A-3-A-3, A-A-PO, 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, B-2-B-6, B-3-B-1, B-3-B-2, B-3-B-3,
B-3-B-4, B-3-B-5, B-3-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-4 Certificates) shall be available to investors in
interests representing minimum dollar Certificate Balances (or notional amounts)
of $1,000 and integral multiples of $1 in excess thereof. The Subordinate
Certificates and the Class A-PO Certificates shall be available to investors in
interests representing minimum dollar Certificate Balances of $25,000 and
integral dollar multiples of $1 in excess thereof (except one Certificate of
such Class may be issued with a different Certificate Balance). The Class 1-A-4
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 1-A-LR Certificates shall be in a
minimum denomination of $50. The Senior Certificates (other than the Class 1-A-R
and Class 1-A-LR Certificates) and the Class 1-B-1, Class 1-B-2, Class 1-B-3,
Class 2-B-1, Class 2-B-2, Class 2-B-3, Class 3-B-1, Class 3-B-2 and Class 3-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. Subject to Section 10.02, the respective
obligations and responsibilities of the Depositor, the Servicer and the Trustee
created hereby (other than the obligation of the Trustee to make certain
payments to Certificateholders after the Final Distribution Date and to send
certain notices as hereinafter set forth and the obligations of the Trustee
pursuant to Sections 5.04(b) and 5.05(b)) shall terminate upon the last action
required to be taken by the Trustee on the Final Distribution Date pursuant to
this Article X following the earlier of (a) the purchase by the Depositor of all
Mortgage Loans and all REO Property at a price equal to the sum of (i) 100% of
the Stated Principal Balance of each Mortgage Loan (other than any Mortgage Loan
as to which REO Property has been acquired and whose fair market value is
included pursuant to clause (ii) below) and (ii) the fair market value of such
REO Property relating (as determined by the Depositor as of the close of
business on the third Business Day next preceding the date upon which notice of
any such termination is furnished to Certificateholders pursuant to the fourth
paragraph of this Article X), plus any Class Unpaid Interest Shortfall for any
Class of Certificates and Component Unpaid Interest Shortfall for any Component
as well as one month's interest at the related Mortgage Rate on the Stated
Principal Balance of each Mortgage Loan (including any Mortgage Loan as to which
REO Property has been acquired) or (b) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in the
Trust Estate or the disposition of all REO Property.
Regardless of the foregoing, in no event shall the Trust created
hereby continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of 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
is conditioned upon the Pool Stated Principal Balance of the Mortgage Loans as
of such Final Distribution Date being less than 10% of the Cut-off Date Pool
Principal Balance. If such right is exercised, the Trustee shall, promptly
following payment of the purchase price, release to the Depositor or its
designee the Mortgage Files pertaining to the Mortgage Loans being purchased.
Notice of any termination, specifying the Final Distribution Date
(which shall be a date that would otherwise be a Distribution Date) upon which
the Certificateholders may surrender their Certificates to the Trustee for
payment of the final distribution and for cancellation, shall be given promptly
by the Depositor (if exercising its right to purchase the assets of the Trust)
or by the Trustee (in any other case) by letter to Certificateholders mailed not
earlier than the 15th day and not later than the 25th day of the month next
preceding the month of such final distribution specifying (1) the Final
Distribution Date upon which final payment of the Certificates will be made upon
presentation and surrender of Certificates at the office or agency of the
Trustee therein designated, (2) the amount of any such final payment and (3)
that the Record Date otherwise applicable to such Distribution Date is not
applicable, payments being made only upon presentation and surrender of the
Certificates at the office or agency of the Trustee therein specified. If the
Depositor is obligated to give notice to Certificateholders as aforesaid, it
shall give such notice to the Trustee and the Certificate Registrar at the time
such notice is given to Certificateholders. In the event such notice is given by
the Depositor, the Depositor shall deposit in the applicable Certificate Account
on or before the Final Distribution Date in immediately available funds an
amount equal to the amount necessary to make the amount, if any, on deposit in
such Certificate Account on the Final Distribution Date equal to the purchase
price for the related assets computed as above provided together with a
statement as to the amount to be distributed on each Class of Certificates
pursuant to the next succeeding paragraph.
Upon presentation and surrender of the Certificates, the Trustee
shall cause to be distributed to Certificateholders of each Class, in the order
set forth in Section 5.02 hereof, on the Final Distribution Date and in
proportion to their respective Percentage Interests, with respect to
Certificateholders of the same Class, an amount equal to (I) as to each Class of
Certificates, the Class Certificate Balance thereof plus (a) accrued interest
thereon in the case of an interest bearing Certificate and (b) the applicable
Class A-PO Deferred Amount with respect to the Class A-PO Components, and (II)
as to the Class 1-A-R or Class 1-A-LR Certificates, the amounts, if any, which
remain on deposit in the Upper-Tier Certificate Accounts and the Lower Tier
Certificate Account, respectively (other than the amounts retained to meet
claims) after application pursuant to clause (I) above. An amount shall be
distributed in respect of interest and principal to the Uncertificated
Lower-Tier Interests in the same amounts as distributed to their Corresponding
Upper-Tier Class or Classes.
If all of the Certificateholders do not surrender their Certificates
for final payment and cancellation on or before the Final Distribution Date, the
Trustee shall on such date cause all funds in the applicable Certificate Account
not distributed in final distribution to Certificateholders of such Group to
continue to be held by the Trustee in an Eligible Account for the benefit of
such Certificateholders and the Depositor (if it exercised its right to purchase
the assets of the Trust Estate) or the Trustee (in any other case) shall give a
second written notice to the remaining Certificateholders to surrender their
Certificates for cancellation and receive the final distribution with respect
thereto. If within one year after the second notice all the applicable
Certificates shall not have been surrendered for cancellation, the Trustee may
take appropriate steps, or may appoint an agent to take appropriate steps, to
contact the remaining Certificateholders concerning surrender of their
Certificates, and the cost thereof shall be paid out of the funds on deposit in
such Eligible Account.
Section 10.02 Additional Termination Requirements. (a) If the
Depositor exercises its purchase option as provided in Section 10.01, the Trust
shall be terminated in accordance with the following additional requirements,
unless the Trustee has received an Opinion of Counsel to the effect that the
failure of the Trust to comply with the requirements of this Section 10.02 will
not (i) result in the imposition of taxes on "prohibited transactions" of the
Trust as defined in Section 860F of the Code, or (ii) cause the Trust Estate to
fail to qualify as two separate REMICs at any time that any Certificates are
outstanding:
(i) within 90 days prior to the Final Distribution Date set forth in
the notice given by the Depositor under Section 10.01, the Trustee shall
sell all of the assets of the Trust Estate to the Depositor for cash; and
(ii) the notice given by the Depositor or the Trustee pursuant to
Section 10.01 shall provide that such notice constitutes the adopting of a
plan of complete liquidation of the Upper-Tier REMIC and the Lower-Tier
REMIC as of the date of such notice (or, if earlier, the date on which
such notice was mailed to Certificateholders). The Trustee shall also
specify such date in the final tax return of the Upper-Tier REMIC and the
Lower-Tier REMIC.
(b) By their acceptance of the Residual Certificates, the Holders
thereof hereby agree to take such other action in connection with such plan of
complete liquidation as may be reasonably requested by the Depositor.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment. This Agreement may be amended from time to
time by the Depositor, the Servicer and the Trustee without the consent of any
of the Certificateholders, (i) to cure any ambiguity or mistake, (ii) to correct
or supplement any provisions herein or therein which may be inconsistent with
any other provisions of this Agreement, any amendment to this Agreement or the
related Prospectus Supplement, (iii) to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Upper-Tier REMIC and the Lower-Tier REMIC as REMICs at all times that any
Certificates of the Related Group are outstanding or to avoid or minimize the
risk of the imposition of any tax on either REMIC pursuant to the Code that
would be a claim against the Trust Estate, provided that (a) the Trustee has
received an Opinion of Counsel to the effect that such action is necessary or
desirable to maintain such qualification or to avoid or minimize the risk of the
imposition of any such tax and (b) such action shall not, as evidenced by such
Opinion of Counsel, adversely affect in any material respect the interests of
any Certificateholder, (iv) to change the timing and/or nature of deposits into
either Certificate Account provided that (a) such change shall not, as evidenced
by an Opinion of Counsel, adversely affect in any material respect the interests
of any Certificateholder and (b) such change shall not adversely affect the
then-current rating of the Senior Certificates, the Class 1-B-1 Certificates,
the Class 1-B-2 Certificates, the Class 1-B-3 Certificates, the Class 1-B-4
Certificates, the Class 1-B-5 Certificates, the Class 2-B-1 Certificates, the
Class 2-B-2 Certificates, the Class 2-B-3 Certificates, the Class 2-B-4
Certificates, the Class 2-B-5 Certificates, the Class 3-B-1 Certificates, the
Class 3-B-2 Certificates, the Class 3-B-3 Certificates, the Class 3-B-4
Certificates or the Class 3-B-5 Certificates as evidenced by a letter from each
Rating Agency rating such Certificates to such effect, and (v) to reduce the
percentage of the Pool Stated Principal Balance of a Loan Group at which the
Depositor will have the option to purchase all the remaining Mortgage Loans in
accordance with Section 10.01, provided that such reduction is considered
necessary by the Depositor, as evidenced by an Officer's Certificate delivered
to the Trustee, to preserve the treatment of the transfer of the Mortgage Loans
of such Loan Group to the Depositor by the Seller or to the Trust by the
Depositor as sale for accounting purposes, and (vi) to make any other provisions
with respect to matters or questions arising under this Agreement which shall
not be materially inconsistent with the provisions of this Agreement, provided
that such action shall not, as evidenced by an Opinion of Counsel, adversely
affect in any material respect the interests of any Certificateholder, provided
that the amendment shall not be deemed to adversely affect in any material
respect the interests of the Certificateholders and no Opinion of Counsel to
that effect shall be required if the Person requesting the amendment obtains a
letter from each Rating Agency stating that the amendment would not result in
the downgrading or withdrawal of the respective ratings then assigned to the
Certificates.
This Agreement may also be amended from time to time by the
Depositor, the Servicer and the Trustee, with the consent of the Holders of
Certificates of each Class of Certificates which is affected by such amendment,
evidencing, as to each such Class of Certificates, Percentage Interests
aggregating not less than 66-2/3%, for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of this Agreement
or of modifying in any manner the rights of the Holders of such Certificates;
provided, however, that no such amendment shall (A) reduce in any manner the
amount of, or delay the timing of, collections of payments on Mortgage Loans or
distributions which are required to be made on any Certificate without the
consent of the Holder of such Certificate or (B) reduce the aforesaid percentage
required to consent to any such amendment, without the consent of the Holders of
all Certificates then Outstanding.
Prior to the solicitation of consent of Certificateholders in
connection with any such amendment, the party seeking such amendment shall
furnish the Trustee with an Opinion of Counsel stating whether such amendment
would adversely affect the qualification of the Upper-Tier REMIC or the
Lower-Tier REMIC as REMICs and notice of the conclusion expressed in such
Opinion of Counsel shall be included with any such solicitation. An amendment
made with the consent of all Certificateholders and executed in accordance with
this Section 11.01 shall be permitted or authorized by this Agreement
notwithstanding that such Opinion of Counsel may conclude that such amendment
would adversely affect the qualification of the Upper-Tier REMIC or the
Lower-Tier REMIC as REMICs.
Promptly after the execution of any such amendment or consent the
Trustee shall furnish written notification of the substance of or a copy of such
amendment to each Certificateholder and to each Rating Agency.
It shall not be necessary for the consent of Certificateholders
under this Section 11.01 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable requirements as the Trustee may prescribe.
Section 11.02 Recordation of Agreement. This Agreement is subject to
recordation in all appropriate public offices for real property records in all
the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Servicer and at its expense on direction by the Trustee, who will act at the
direction of Holders of Certificates evidencing not less than 50% of all Voting
Rights, but only upon direction of the Trustee accompanied by an Opinion of
Counsel to the effect that such recordation materially and beneficially affects
the interests of Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 11.03 Limitation on Rights of Certificateholders. The death
or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
commence any proceeding in any court for a partition or winding up of the Trust,
nor otherwise affect the rights, obligations and liabilities of the parties
hereto or any of them.
No Certificateholder shall have any right to vote (except as
provided herein) or in any manner otherwise control the operation and management
of the Trust, or the obligations of the parties hereto, nor shall anything
herein set forth, or contained in the terms of the Certificates, be construed so
as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any
third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
No Certificateholder shall have any right by virtue or by availing
itself of any provisions of this Agreement to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Agreement,
unless such Holder previously shall have given to the Trustee a written notice
of default and of the continuance thereof, as provided herein, and unless also
the Holders of Certificates evidencing Percentage Interests aggregating not less
than 25% of each Class of Certificates affected thereby shall have made written
request upon the Trustee to institute such action, suit or proceeding in its own
name as Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for 60 days after its receipt of
such notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding; it being understood and intended,
and being expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing itself or
themselves of any provisions of this Agreement to affect, disturb or prejudice
the rights of the Holders of any other of the Certificates, or to obtain or seek
to obtain priority over or preference to any other such Holder, or to enforce
any right under this Agreement, except in the manner herein provided and for the
equal, ratable and common benefit of all Certificateholders. For the protection
and enforcement of the provisions of this Section 11.03, each and every
Certificateholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.
Section 11.04 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT APPLICATION OF THE
CONFLICTS OF LAWS PROVISIONS THEREOF, AND THE OBLIGATIONS, RIGHTS AND REMEDIES
OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 11.05 Notices. All demands, notices, instructions,
directions, requests and communications required to be delivered hereunder shall
be in writing and shall be deemed to have been duly given if personally
delivered at or mailed by certified mail, return receipt requested, (provided,
however, that notices to the Trustee may be delivered by facsimile and shall be
deemed effective upon receipt ) to (a) in the case of the Depositor, Bank of
America Mortgage Securities, Inc., 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., 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 July, 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 July, 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 July, 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 2001-8
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 2001-8
Class 1-A-1
evidencing an interest in a Trust consisting primarily of three 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: July 1, 2001
First Distribution Date: August 27, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $278,842,000.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 P2 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 July 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 2001-8
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 2001-8
Class 1-A-2
evidencing an interest in a Trust consisting primarily of three 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: July 1, 2001
First Distribution Date: August 27, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $83,300,000.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 P3 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 July 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 2001-8
Class 1-A-3
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-8
Class 1-A-3
evidencing an interest in a Trust consisting primarily of three 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: July 1, 2001
First Distribution Date: August 27, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $70,000,000.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 P4 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 July 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 2001-8
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 2001-8
Class 1-A-4
evidencing an interest in a Trust consisting primarily of three 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: July 1, 2001
First Distribution Date: August 27, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $8,331,000.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 P5 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 July 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 2001-8
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").
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 2001-8
Class 1-A-5
evidencing an interest in a Trust consisting primarily of three 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: July 1, 2001
First Distribution Date: August 27, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $12,526,000.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 P6 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 July 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 2001-8
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 2001-8
Class 1-A-6
evidencing an interest in a Trust consisting primarily of three 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: July 1, 2001
First Distribution Date: August 27, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $10,000,000.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 P7 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 July 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 2001-8
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 2001-8
Class 1-A-7
evidencing an interest in a Trust consisting primarily of three 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: July 1, 2001
First Distribution Date: August 27, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $25,000,000.00
Pass-Through Rate: 6.000%
CUSIP No.: 060506 P8 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 July 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 2001-8
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 2001-8
Class 1-A-8
evidencing an interest in a Trust consisting primarily of three 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: July 1, 2001
First Distribution Date: August 27, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $46,787,029.00
Pass-Through Rate: Floating
CUSIP No.: 060506 P9 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 July 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
August 2001 will be 4.685% 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-9
[FORM OF FACE OF CLASS 1-A-9 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-8
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 2001-8
Class 1-A-9
evidencing an interest in a Trust consisting primarily of three 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: July 1, 2001
First Distribution Date: August 27, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $12,129,971.00
Pass-Through Rate: Inverse Floating
CUSIP No.: 060506 Q2 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 July 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
August 2001 will be 14.715% 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-10
[FORM OF FACE OF CLASS 1-A-10 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-8
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").
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 2001-8
Class 1-A-10
evidencing an interest in a Trust consisting primarily of three 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: July 1, 2001
First Distribution Date: August 27, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,436,000.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 Q3 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 July 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 2001-8
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 2001-8
Class 1-A-11
evidencing an interest in a Trust consisting primarily of three 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: July 1, 2001
First Distribution Date: August 27, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $2,140,000.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 Q4 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 July 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-12
[FORM OF FACE OF CLASS 1-A-12 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-8
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 2001-8
Class 1-A-12
evidencing an interest in a Trust consisting primarily of three 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: July 1, 2001
First Distribution Date: August 27, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,450,000.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 Q5 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 July 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 2001-8
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 2001-8
Class 1-A-13
evidencing an interest in a Trust consisting primarily of three 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: July 1, 2001
First Distribution Date: August 27, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $2,213,000.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 Q6 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 July 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 2001-8
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 2001-8
Class 1-A-14
evidencing an interest in a Trust consisting primarily of three 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: July 1, 2001
First Distribution Date: August 27, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $9,474,000.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 Q7 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 July 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 2001-8
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 2001-8
Class 1-A-15
evidencing an interest in a Trust consisting primarily of three 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: July 1, 2001
First Distribution Date: August 27, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $32,745,000.00
Pass-Through Rate: 5.750%
CUSIP No.: 060506 Q8 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 July 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 2001-8
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 2001-8
Class 1-A-16
evidencing an interest in a Trust consisting primarily of three 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: July 1, 2001
First Distribution Date: August 27, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $10,190,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 Q9 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 July 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 2001-8
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 2001-8
Class 1-A-17
evidencing an interest in a Trust consisting primarily of three 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: July 1, 2001
First Distribution Date: August 27, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $15,002,000.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 R2 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 July 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 2001-8
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, EACH COMPONENT OF THIS CERTIFICATE
IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE LESS THAN THE AMOUNT
SET FORTH BELOW.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-8
Class 1-A-18
evidencing an interest in a Trust consisting primarily of three 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: July 1, 2001
First Distribution Date: August 27, 2001
Initial Notional Amount
of this Certificate
("Denomination"): $
Initial Notional Amount
of this Class: $8,006,295.00
CUSIP No.: 060506 R3 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 Notional Amount of the Class to
which this Certificate belongs) in certain monthly distributions with respect to
a Trust consisting primarily of the Mortgage Loans deposited by Bank of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated July 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.
For the purposes of determining distributions of interest, the Class
1-A-18 Certificates will be deemed to consist of three components which are not
severable (each, a "Component"). The amount of interest which accrues on the
Class 1-A-18 Certificates in any month will equal the sum of the interest which
accrues on the Components. The pass-through rate (the "Pass-Through Rate") for
the each Component will be 6.750% per annum. Interest with respect to each
Component will accrue during each month in an amount equal to the product of (i)
1/12th of the Pass-Through Rate for such Component and (ii) the outstanding
notional amount of such Component.
This Class 1-A-18 Certificate is not entitled to any distributions with
respect to principal on the Mortgage Loans in the Trust.
This Certificate does not evidence an obligation of, or an interest in,
and is not guaranteed by the Depositor, the Servicer or the Trustee referred to
below or any of their respective affiliates. Neither this Certificate nor the
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-1-A-19
[FORM OF FACE OF CLASS 1-A-19 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-8
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 2001-8
Class 1-A-19
evidencing an interest in a Trust consisting primarily of three 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: July 1, 2001
First Distribution Date: August 27, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $72,000,000.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 R4 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 July 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-PO
[FORM OF FACE OF CLASS A-PO CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-8
Class A-PO
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, EACH COMPONENT OF THIS CERTIFICATE
IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-8
Class A-PO
evidencing an interest in a Trust consisting primarily of three 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: July 1, 2001
First Distribution Date: August 27, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $3,372,995.00
CUSIP No.: 060506 S3 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 July 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.
For the purposes of determining distributions in reduction of Class
Certificate Balance, the Class A-PO Certificates will be deemed to consist of
three components which are not severable (each, a "Component").
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
This Class A-PO Certificate represents the right to receive principal
only.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-1-A-R
[FORM OF FACE OF CLASS 1-A-R CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-8
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 2001-8
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 three 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: July 1, 2001
First Distribution Date: August 27, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $50.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 R5 3
THIS CERTIFIES THAT _________ is the registered owner of 100% Percentage
Interest evidenced by this Certificate in certain monthly distributions with
respect to a Trust consisting of the Mortgage Loans deposited by Bank of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated July 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 1-A-LR
[FORM OF FACE OF CLASS 1-A-LR CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-8
Class 1-A-LR
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
THIS CLASS 1-A-LR CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY
EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW WHICH IS SIMILAR
TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), OR A PERSON ACTING ON BEHALF OF
OR INVESTING ASSETS OF A PLAN.
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN TAX RELATED TRANSFER
RESTRICTIONS DESCRIBED HEREIN AND IN THE POOLING AND SERVICING AGREEMENT. ANY
ATTEMPTED OR PURPORTED TRANSFER OF THIS RESIDUAL CERTIFICATE IN VIOLATION OF
SUCH RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN
THE PURPORTED TRANSFEREE.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-8
Class 1-A-LR
evidencing a 100% Percentage Interest in the distributions allocable to the
Certificate of the above-referenced Class with respect to a Trust consisting
primarily of a pool of mortgage loans (the "Mortgage Loans") secured by first
liens on one- to four-family residential properties deposited by
Bank of America Mortgage Securities, Inc., as Depositor
Certificate No.:
Cut-Off Date: July 1, 2001
First Distribution Date: August 27, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $50.00
Initial Class Certificate
Balance of this Class: $50.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 R6 1
This certifies that _____________________ is the registered owner of 100%
Percentage Interest evidenced by this Certificate in certain monthly
distributions with respect to a Trust consisting of the Mortgage Loans deposited
by Bank of America Mortgage Securities, Inc. (the "Depositor"). The Trust was
created pursuant to a Pooling and Servicing Agreement, dated July 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-LR Certificate at the Corporate Trust Office.
Each Person who has or who acquires this Class 1-A-LR Certificate shall be
deemed by the acceptance or acquisition thereof to have agreed to be bound by
the following provisions and the rights of each Person acquiring this Class
1-A-LR Certificate are expressly subject to the following provisions: (i) each
Person holding or acquiring this Class 1-A-LR Certificate shall be a Permitted
Transferee and shall promptly notify the Trustee of any change or impending
change in its status as a Permitted Transferee; (ii) no Person shall acquire an
ownership interest in this Class 1-A-LR Certificate unless such ownership
interest is a pro rata undivided interest; (iii) in connection with any proposed
transfer of this Class 1-A-LR Certificate, the Trustee shall require delivery to
it, in form and substance satisfactory to it, of an affidavit in the form of
Exhibit I to the Pooling and Servicing Agreement; (iv) notwithstanding the
delivery of an affidavit by a proposed transferee under clause (iii) above, if a
Responsible Officer of the Trustee has actual knowledge that the proposed
transferee is not a Permitted Transferee, no transfer of any Ownership Interest
in this Residual Certificate to such proposed transferee shall be effected; (v)
this Residual Certificate may not be purchased by or transferred to any Person
that is not a U.S. Person, unless (A) such Person holds this Residual
Certificate in connection with the conduct of a trade or business within the
United States and furnishes the transferor and the Trustee with an effective
Internal Revenue Service Form 4224 (or any successor thereto) or (B) the
transferee delivers to both the transferor and the Trustee an Opinion of Counsel
from a nationally-recognized tax counsel to the effect that such transfer is in
accordance with the requirements of the Code and the regulations promulgated
thereunder and that such transfer of this Residual Certificate will not be
disregarded for federal income tax purposes; (vi) any attempted or purported
transfer of this Class 1-A-LR Certificate in violation of the provisions of such
restrictions shall be absolutely null and void and shall vest no rights in the
purported transferee; and (vii) if any Person other than a Permitted Transferee
acquires the Class 1-A-LR Certificate in violation of such restrictions, then
the Trustee, based on information provided to the Trustee by the Servicer, will
provide to the Internal Revenue Service, and to the Persons specified in Section
860E(e)(3) and (6) of the Code, information needed to compute the tax imposed
under Section 860E(e) of the Code on transfers of residual interests to
disqualified organizations.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trustee.
* * *
EXHIBIT A-2-A-1
[FORM OF FACE OF CLASS 2-A-1 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-8
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 2001-8
Class 2-A-1
evidencing an interest in a Trust consisting primarily of three 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: July 1, 2001
First Distribution Date: August 27, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $298,820,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 R7 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 July 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-3-A-1
[FORM OF FACE OF CLASS 3-A-1 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-8
Class 3-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 2001-8
Class 3-A-1
evidencing an interest in a Trust consisting primarily of three 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: July 1, 2001
First Distribution Date: August 27, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $117,069,000.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 R8 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 July 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-3-A-2
[FORM OF FACE OF CLASS 3-A-2 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-8
Class 3-A-2
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
UNTIL THE 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 2001-8
Class 3-A-2
evidencing an interest in a Trust consisting primarily of three 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: July 1, 2001
First Distribution Date: August 27, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $8,729,000.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 R9 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 July 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-3-A-3
[FORM OF FACE OF CLASS 3-A-3 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-8
Class 3-A-3
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-8
Class 3-A-3
evidencing an interest in a Trust consisting primarily of three 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: July 1, 2001
First Distribution Date: August 27, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $14,500,000.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 S2 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 July 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-1
[FORM OF FACE OF CLASS 1-B-1 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-8
Class 1-B-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP 1-A
CERTIFICATES AND THE CLASS 1-A-PO COMPONENT AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-8
Class 1-B-1
evidencing an interest in a Trust consisting primarily of three 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: July 1, 2001
First Distribution Date: August 27, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $12,264,000.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 S4 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 July 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 2001-8
Class 1-B-2
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP 1-A
CERTIFICATES, CLASS 1-A-PO COMPONENT AND CLASS 1-B-1 CERTIFICATES AS DESCRIBED
IN THE POOLING AND SERVICING AGREEMENT.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-8
Class 1-B-2
evidencing an interest in a Trust consisting primarily of three 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: July 1, 2001
First Distribution Date: August 27, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $5,411,000.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 S5 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 July 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 2001-8
Class 1-B-3
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP 1-A
CERTIFICATES, CLASS 1-A-PO COMPONENT, CLASS 1-B-1 AND CLASS 1-B-2 CERTIFICATES
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-8
Class 1-B-3
evidencing an interest in a Trust consisting primarily of three 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: July 1, 2001
First Distribution Date: August 27, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $2,886,000.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 S6 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 July 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 2001-8
Class 1-B-4
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP 1-A
CERTIFICATES, CLASS 1-A-PO COMPONENT, CLASS 1-B-1, CLASS 1-B-2 AND CLASS 1-B-3
CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICER, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT RESULT IN THE ASSETS OF
THE TRUST BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA, THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT
THE DEPOSITOR, THE SERVICER OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
TRUSTEE. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR
PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND
VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-8
Class 1-B-4
evidencing an interest in a Trust consisting primarily of three 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: July 1, 2001
First Distribution Date: August 27, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,804,000.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 T5 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 July 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 2001-8
Class 1-B-5
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP 1-A
CERTIFICATES, CLASS 1-A-PO COMPONENT, CLASS 1-B-1, CLASS 1-B-2, CLASS 1-B-3 AND
CLASS 1-B-4 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICER, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT RESULT IN THE ASSETS OF
THE TRUST BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA, THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT
THE DEPOSITOR, THE SERVICER OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
TRUSTEE. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR
PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND
VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-8
Class 1-B-5
evidencing an interest in a Trust consisting primarily of three 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: July 1, 2001
First Distribution Date: August 27, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,443,000.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 T6 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 July 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 2001-8
Class 1-B-6
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP 1-A
CERTIFICATES, CLASS 1-A-PO COMPONENT, CLASS 1-B-1, CLASS 1-B-2, CLASS 1-B-3,
CLASS 1-B-4 AND CLASS 1-B-5 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICER, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT RESULT IN THE ASSETS OF
THE TRUST BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA, THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT
THE DEPOSITOR, THE SERVICER OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
TRUSTEE. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR
PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND
VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-8
Class 1-B-6
evidencing an interest in a Trust consisting primarily of three 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: July 1, 2001
First Distribution Date: August 27, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,442,985.06
Pass-Through Rate: 6.750%
CUSIP No.: 060506 T7 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 July 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 2001-8
Class 2-B-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP 2-A
CERTIFICATES AND THE CLASS 2-A-PO COMPONENT AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-8
Class 2-B-1
evidencing an interest in a Trust consisting primarily of three 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: July 1, 2001
First Distribution Date: August 27, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,976,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 S7 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 July 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 2001-8
Class 2-B-2
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP 2-A
CERTIFICATES, CLASS 2-A-PO COMPONENT AND CLASS 2-B-1 CERTIFICATES AS DESCRIBED
IN THE POOLING AND SERVICING AGREEMENT.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-8
Class 2-B-2
evidencing an interest in a Trust consisting primarily of three 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: July 1, 2001
First Distribution Date: August 27, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,064,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 S8 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 July 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 2001-8
Class 2-B-3
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP 2-A
CERTIFICATES, CLASS 2-A-PO COMPONENT, CLASS 2-B-1 AND CLASS 2-B-2 CERTIFICATES
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-8
Class 2-B-3
evidencing an interest in a Trust consisting primarily of three 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: July 1, 2001
First Distribution Date: August 27, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $608,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 S9 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 July 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 2001-8
Class 2-B-4
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP 2-A
CERTIFICATES, CLASS 2-A-PO COMPONENT, CLASS 2-B-1, CLASS 2-B-2 AND CLASS 2-B-3
CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICER, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT RESULT IN THE ASSETS OF
THE TRUST BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA, THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT
THE DEPOSITOR, THE SERVICER OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
TRUSTEE. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR
PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND
VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-8
Class 2-B-4
evidencing an interest in a Trust consisting primarily of three 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: July 1, 2001
First Distribution Date: August 27, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $304,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 T8 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 July 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 2001-8
Class 2-B-5
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP 2-A
CERTIFICATES, CLASS 2-A-PO COMPONENT, CLASS 2-B-1, CLASS 2-B-2, CLASS 2-B-3 AND
CLASS 2-B-4 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICER, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT RESULT IN THE ASSETS OF
THE TRUST BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA, THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT
THE DEPOSITOR, THE SERVICER OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
TRUSTEE. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR
PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND
VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-8
Class 2-B-5
evidencing an interest in a Trust consisting primarily of three 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: July 1, 2001
First Distribution Date: August 27, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $304,000.00
Pass-Through Rate: 6.500%
CUSIP No.: 060506 T9 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 July 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 2001-8
Class 2-B-6
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP 2-A
CERTIFICATES, CLASS 2-A-PO COMPONENT, CLASS 2-B-1, CLASS 2-B-2, CLASS 2-B-3,
CLASS 2-B-4 AND CLASS 2-B-5 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE AND THE SERVICER, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT RESULT IN THE ASSETS OF
THE TRUST BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA, THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT
THE DEPOSITOR, THE SERVICER OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
TRUSTEE. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR
PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND
VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-8
Class 2-B-6
evidencing an interest in a Trust consisting primarily of three 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: July 1, 2001
First Distribution Date: August 27, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $304,706.60
Pass-Through Rate: 6.500%
CUSIP No.: 060506 U2 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 July 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-3-B-1
[FORM OF FACE OF CLASS 3-B-1 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-8
Class 3-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 3-A
CERTIFICATES AND THE CLASS 3-A-PO COMPONENT AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-8
Class 3-B-1
evidencing an interest in a Trust consisting primarily of three 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: July 1, 2001
First Distribution Date: August 27, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $2,842,000.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 T2 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 July 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-3-B-2
[FORM OF FACE OF CLASS 3-B-2 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-8
Class 3-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 3-A
CERTIFICATES, CLASS 3-A-PO COMPONENT AND CLASS 3-B-1 CERTIFICATES AS DESCRIBED
IN THE POOLING AND SERVICING AGREEMENT.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-8
Class 3-B-2
evidencing an interest in a Trust consisting primarily of three 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: July 1, 2001
First Distribution Date: August 27, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $802,000.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 T3 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 July 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-3-B-3
[FORM OF FACE OF CLASS 3-B-3 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-8
Class 3-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 3-A
CERTIFICATES, CLASS 3-A-PO COMPONENT, CLASS 3-B-1 AND CLASS 3-B-2 CERTIFICATES
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-8
Class 3-B-3
evidencing an interest in a Trust consisting primarily of three 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: July 1, 2001
First Distribution Date: August 27, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $438,000.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 T4 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 July 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-3-B-4
[FORM OF FACE OF CLASS 3-B-4 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-8
Class 3-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 3-A
CERTIFICATES, CLASS 3-A-PO COMPONENT, CLASS 3-B-1, CLASS 3-B-2 AND CLASS 3-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 2001-8
Class 3-B-4
evidencing an interest in a Trust consisting primarily of three 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: July 1, 2001
First Distribution Date: August 27, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $438,000.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 U3 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 July 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-3-B-5
[FORM OF FACE OF CLASS 3-B-5 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-8
Class 3-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 3-A
CERTIFICATES, CLASS 3-A-PO COMPONENT, CLASS 3-B-1, CLASS 3-B-2, CLASS 3-B-3 AND
CLASS 3-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 2001-8
Class 3-B-5
evidencing an interest in a Trust consisting primarily of three 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: July 1, 2001
First Distribution Date: August 27, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $292,000.00
Pass-Through Rate: 6.750%
CUSIP No.: 060506 U4 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 July 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-3-B-6
[FORM OF FACE OF CLASS 3-B-6 CERTIFICATE]
BANK OF AMERICA MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 2001-8
Class 3-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 3-A
CERTIFICATES, CLASS 3-A-PO COMPONENT, CLASS 3-B-1, CLASS 3-B-2, CLASS 3-B-3,
CLASS 3-B-4 AND CLASS 3-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 2001-8
Class 3-B-6
evidencing an interest in a Trust consisting primarily of three 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: July 1, 2001
First Distribution Date: August 27, 2001
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $292,247.89
Pass-Through Rate: 6.750%
CUSIP No.: 060506 U5 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 July 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-4 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 aggregate Stated Principal Balance
is less than 10% of the aggregate aggregate Cut-Off Date Principal Balance, the
Depositor will have the option to repurchase, in whole, from the Trust all
remaining Mortgage Loans and all property acquired in respect of such Mortgage
Loans at a purchase price determined as provided in the Pooling and Servicing
Agreement. The 10% may be reduced by an amendment to the Pooling and Servicing
Agreement without Certificateholder consent under certain conditions set forth
in the Pooling and Servicing Agreement. In the event that no such optional
repurchase occurs, the obligations and responsibilities created by the Pooling
and Servicing Agreement will terminate upon the later of the maturity or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust or the disposition of all property in respect thereof and
the distribution to Certificateholders of all amounts required to be distributed
pursuant to the Pooling and Servicing Agreement. In no event shall the Trust
created by the Pooling and Servicing Agreement continue beyond the expiration of
21 years from the death of the last survivor of the descendants of 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 MORTGAGE
BOAMS 2001-8
GROUP I: 30 YR
MORTGAGE SCHEDULE
Loan Count: 1,729
Scheduled PB: 721,360,378.71
Interest Rate W/A: 7.247
Unpaid PB W/A: 417,212.48
Remaining Term W/A: 358
LOAN BORROWER ZIP PROPERTY LOAN DOC ORIG CURRENT ORIGINAL
NUMBER LAST NAME STATE CODE TYPE OCCUPANCY PURPOSE TYPE LTV LTV PB
- ---------- ----------- -- ----- ------------- ------- ------------------ ------- ----- ----- -------
0028534576 LOVE NM 87574 Single Family Primary Purchase Reduced 80.00 79.88 440,000
0028803120 CHAMBERLAIN CO 80304 PUD Primary Purchase Standard 80.00 79.35 308,000
0028872364 MARKEL CO 80538 PUD Primary Purchase Reduced 79.26 79.13 368,000
0028950061 SHAW CA 92656 PUD Primary Purchase Standard 79.99 79.93 532,400
0028966695 MILLER NC 28117 Single Family Primary Purchase Standard 87.15 86.98 392,200
0029077609 CALLAHAN JR MD 21131 Single Family Primary Purchase Reduced 75.14 74.97 650,000
0029097565 AFRICA CA 92673 PUD Primary Purchase Standard 79.99 79.93 412,300
0029125325 HUTTON WA 98166 Single Family Primary Refinance Standard 66.34 66.03 345,000
0029159027 PARKER NC 27502 Single Family Primary Cash-out Refinance Standard 73.36 73.16 337,500
0029161411 BACKER CO 80123 Single Family Primary Cash-out Refinance No Ratio 29.33 29.17 440,000
0029164779 BRUSH CA 92672 Condominimum Primary Purchase Standard 79.98 79.56 307,050
0029200862 GUTIERREZ MD 20817 Single Family Primary Purchase Standard 80.00 79.65 290,400
0029219979 HARRIS OK 74344 Single Family Primary Purchase Reduced 71.42 71.26 350,000
0029303740 TAYLOR MD 20774 Single Family Primary Refinance Standard 76.36 76.09 420,000
0029361805 DEVOLL TX 76179 PUD Primary Refinance Standard 80.00 79.93 372,000
0029395035 NADKARNI IL 60563 PUD Primary Purchase Standard 79.95 79.64 422,000
0029430931 MEADOWS TX 78624 Single Family Primary Refinance Standard 45.07 45.03 320,000
0029441011 MAGNUS FL 33328 PUD Primary Purchase Standard 72.04 71.73 400,000
0029457934 ETHEREDGE CA 94563 Single Family Primary Cash-out Refinance Reduced 78.82 78.25 504,500
0029458320 GILLESPIE CO 80230 PUD Primary Cash-out Refinance Reduced 80.00 79.93 376,000
0029471232 HIGASHI CA 93908 PUD Primary Cash-out Refinance Reduced 39.02 38.99 400,000
0029479474 BURNAM MO 64086 PUD Primary Purchase Reduced 89.32 89.20 390,000
0029514452 SAVAGE NC 27511 PUD Primary Refinance Reduced 67.00 66.94 435,500
0029517703 DEMARSH MN 55439 Single Family Primary Refinance Reduced 67.36 67.21 640,000
0029527116 GRANT AL 35758 PUD Primary Purchase Reduced 80.00 79.93 328,000
0029527942 LABROO IL 61275 Single Family Primary Refinance Reduced 80.00 79.88 317,600
0029548096 PEON GA 30327 PUD Primary Purchase Standard 60.60 60.51 1,000,000
0029548336 LOITERMAN NJ 07853 Single Family Primary Purchase Standard 44.34 44.26 310,000
0029549102 PORTER AL 35242 PUD Primary Purchase Standard 79.55 79.42 389,000
0029551447 VAN HOUTE WA 98110 PUD Primary Refinance Reduced 67.85 67.69 342,000
0029556933 KIRK GA 30068 PUD Primary Purchase Standard 69.97 69.80 444,342
0029558236 CASTRICONE GA 31522 Single Family Primary Purchase Standard 79.68 79.49 400,000
0029559085 DONNELLY NJ 08833 Single Family Primary Purchase Standard 80.00 79.75 472,000
0029567401 RIKHTER GA 30338 PUD Primary Purchase Reduced 79.96 79.84 343,900
0029571866 NORTON AL 36117 PUD Primary Cash-out Refinance Standard 75.00 74.88 375,000
0029576113 JACOBSEN CA 92656 PUD Primary Purchase Reduced 79.99 79.82 419,000
0029583804 BOOTH CA 95003 PUD Primary Purchase Reduced 80.00 79.93 316,000
0029585569 BENAVIDES CA 92887 PUD Primary Purchase Standard 79.98 79.92 386,600
0029588647 ZACCAGNI WA 98059 PUD Primary Purchase Reduced 80.00 79.93 508,000
0029591401 FEATHERER TX 77381 PUD Primary Purchase Standard 77.01 76.94 335,000
0029594280 BECK IN 46814 PUD Primary Refinance Standard 76.92 76.85 400,000
0029595782 EVINS JR NC 28411 Single Family Secondary Refinance Standard 31.54 31.50 552,000
0029598745 GARRISON GA 30022 PUD Primary Purchase Reduced 80.00 79.87 380,000
0029600343 BRIDGE CO 80524 PUD Primary Purchase Reduced 75.58 75.47 650,000
0029602406 BAO CO 80027 PUD Primary Purchase Standard 74.43 74.25 405,650
0029604634 THOMAS FL 33129 High-Rise Condo Primary Purchase Reduced 80.00 79.66 538,400
0029605938 ROWE CO 80814 PUD Primary Purchase Reduced 59.40 59.30 398,000
0029607249 KAPLAN NM 87111 PUD Primary Refinance Standard 90.00 89.79 298,800
0029608221 WIESINGER CA 95073 Single Family Primary Refinance Reduced 72.10 71.84 342,500
0029610763 KEIM TX 77381 PUD Primary Purchase Reduced 80.00 79.93 400,000
0029613049 PERMUTT CA 95765 PUD Primary Purchase Reduced 79.99 79.93 407,167
0029615275 JANSEN IN 46755 Single Family Primary Purchase Reduced 79.54 79.48 346,000
0029615788 RICHARDSON CA 90274 Single Family Primary Purchase Standard 64.91 64.86 383,000
0029616026 LAM CA 95123 Condominimum Primary Purchase Standard 80.00 79.93 348,000
0029617784 GUSTAFSON WA 98072 Single Family Primary Refinance Standard 68.97 68.86 369,000
0029618089 SHIPLEY NV 89134 PUD Primary Purchase Standard 80.00 79.93 305,600
0029618402 BENNETT CA 95004 Single Family Primary Refinance Standard 54.54 54.46 420,000
0029619079 PAJE CA 91320 PUD Primary Purchase Standard 79.99 79.92 366,400
0029621570 PERKINS KY 41017 Single Family Primary Refinance Standard 54.54 54.50 450,000
0029622529 MOORE WA 98144 Single Family Primary Refinance Standard 63.23 63.08 411,000
0029623642 TIRMAN AR 72207 Single Family Primary Refinance Reduced 25.00 24.95 500,000
0029624780 BUSTAMANTE VA 20148 PUD Primary Purchase Standard 71.08 70.96 295,000
0029624897 TOWNLEY AL 35741 Single Family Primary Purchase Standard 60.88 60.83 411,000
0029624913 MERCER TX 76132 PUD Primary Refinance Standard 76.36 76.30 420,000
0029625027 TIBSTRA-PITKIN FL 34108 Single Family Primary Cash-out Refinance Reduced 60.90 60.90 335,000
0029625035 BOWEN VA 22066 PUD Primary Cash-out Refinance Reduced 69.12 69.06 394,000
0029625050 ROEPKE KS 66211 PUD Primary Refinance Reduced 56.75 56.71 525,000
0029625068 TUCKER VA 20169 Single Family Primary Cash-out Refinance Reduced 75.00 74.94 373,500
0029625639 CORREA CA 95020 PUD Primary Cash-out Refinance Reduced 75.00 74.93 345,000
0029625746 MANGELSDORF GA 31411 Single Family Primary Purchase Standard 53.57 53.41 375,000
0029627494 GETCHES CO 80525 PUD Primary Cash-out Refinance Reduced 58.94 58.89 280,000
0029627940 VANAGS CO 81224 Single Family Primary Refinance Reduced 77.43 77.32 565,300
0029628542 TIGERMAN AZ 85086 PUD Primary Purchase Reduced 74.99 74.93 333,455
0029629045 HAYDEN CA 92688 PUD Primary Purchase Standard 79.99 79.81 372,900
0029629201 CROUGHAN KS 66221 PUD Primary Purchase Standard 80.00 79.86 384,000
0029629839 GURLEY NC 27613 Single Family Primary Cash-out Refinance Standard 70.00 69.89 511,000
0029631116 MURPHY III CA 95124 Single Family Primary Purchase Reduced 79.96 79.83 408,000
0029631223 PORTNOY CO 80206 Single Family Primary Purchase Reduced 64.28 64.18 450,000
0029631231 EDRINGTON JR TX 77401 Single Family Primary Purchase Reduced 74.38 74.31 450,000
0029631256 GROFF TX 77005 Single Family Primary Purchase Standard 79.99 79.92 331,250
0029631306 FITTS AL 35406 PUD Primary Purchase Reduced 89.88 89.70 311,000
0029631314 THUM NJ 08226 Condominimum Secondary Purchase Standard 75.00 74.93 646,500
0029631330 BYNUM MS 39110 Single Family Primary Refinance Standard 80.00 79.87 368,000
0029631363 PEDICELLI OH 43220 Single Family Primary Purchase Standard 75.00 74.94 525,000
0029631397 WILSON NC 28277 PUD Primary Refinance Standard 80.00 79.93 397,600
0029631413 OATLEY LA 70806 Single Family Primary Cash-out Refinance Standard 47.72 47.64 406,600
0029631421 JOHNSON MD 20777 Single Family Primary Purchase Standard 60.86 60.81 350,000
0029632148 LAWSON JR TN 37069 PUD Primary Purchase Reduced 70.33 70.21 576,065
0029633922 ELLIOTT GA 30022 PUD Primary Cash-out Refinance Standard 75.00 74.94 360,000
0029634094 LIU CA 91326 PUD Primary Purchase Reduced 79.99 79.92 699,900
0029634359 MASCARENHAS TX 75205 Townhouse Primary Refinance Standard 76.47 75.18 650,000
0029634516 BACON CO 80121 PUD Primary Refinance Reduced 52.63 52.58 450,000
0029634680 O KEEFFE JR CA 92661 Condominimum Secondary Purchase Standard 80.00 79.86 496,000
0029634821 BOWERS III WA 98115 Single Family Primary Purchase Reduced 80.00 79.67 290,000
0029635539 EVANKO VA 22302 Single Family Primary Purchase Standard 80.00 79.93 352,000
0029635646 REDHEAD III NC 27408 Single Family Primary Cash-out Refinance Reduced 52.13 52.09 305,000
0029635752 ALPHONSO TX 77077 PUD Primary Refinance Standard 67.81 67.81 481,500
0029635935 PATEL CA 92131 PUD Primary Purchase Standard 79.99 79.93 488,400
0029636032 OLSON MN 56308 Single Family Primary Refinance Standard 80.00 79.93 392,000
0029636677 DELGADILLO CA 94523 Single Family Primary Cash-out Refinance Standard 66.89 66.80 287,000
0029637147 WESTERMANN KY 40059 Single Family Primary Purchase Reduced 79.99 79.84 364,350
0029637303 MARTINI IL 60185 Single Family Primary Purchase Reduced 79.91 79.74 317,750
0029637998 LATHAM MD 20882 Single Family Primary Purchase Standard 80.00 79.87 560,000
0029639697 HOFFMAN GA 30075 PUD Primary Purchase Standard 80.00 79.88 440,000
0029639796 PELLETIER CA 92314 Single Family Primary Refinance Standard 80.00 80.00 404,000
0029639820 CLARK TX 78703 Single Family Primary Refinance Standard 69.00 68.94 897,000
0029641412 MCKETHAN CT 06811 Single Family Primary Refinance Standard 71.42 71.27 300,000
0029645892 BUZA NJ 08551 Single Family Primary Purchase Standard 79.58 79.46 440,000
0029646692 SEABOLT GA 31522 PUD Secondary Refinance Standard 60.52 60.52 460,000
0029646932 KORN MD 20854 Single Family Primary Purchase Standard 80.00 79.81 376,000
0029647716 CARROLL NC 28704 Single Family Primary Cash-out Refinance Standard 75.00 75.00 322,500
0029648219 LARSEN CO 80123 PUD Primary Purchase Standard 72.49 72.43 650,000
0029649597 PLUMMER VA 22079 PUD Primary Purchase Reduced 80.00 79.80 348,000
0029649720 KOHL CO 80124 PUD Primary Refinance Reduced 65.45 65.34 360,000
0029650439 MELDRUM VA 20112 PUD Primary Purchase Reduced 79.99 79.86 401,250
0029651098 ZIEGLER JR NJ 07748 Single Family Primary Purchase Reduced 65.84 65.71 308,500
0029651114 BROSNAN NJ 07078 Single Family Primary Purchase Reduced 80.00 79.87 400,000
0029651130 MCARTHUR NJ 07450 Single Family Primary Purchase Reduced 72.95 71.52 290,000
0029651429 PHILLIPS TX 75013 PUD Primary Refinance Reduced 80.00 79.93 304,000
0029652229 BEACH VA 20112 PUD Primary Purchase Standard 79.15 78.95 376,102
0029653664 BURNS VA 20169 PUD Primary Purchase Standard 78.51 78.38 310,000
0029654738 GARD CA 92253 Condominimum Secondary Refinance Reduced 79.19 79.07 344,500
0029657202 MURO NJ 07921 PUD Primary Purchase Reduced 80.00 79.82 336,000
0029657327 OHARA TX 78669 PUD Primary Purchase Standard 80.00 79.93 348,000
0029658044 FEY CO 80220 Single Family Primary Cash-out Refinance Standard 67.73 67.73 508,000
0029658051 RANDALL CO 80209 Single Family Primary Purchase Standard 79.95 79.83 306,000
0029658069 VICKERY AL 35243 Single Family Primary Purchase Reduced 80.00 79.93 328,000
0029659364 WEIGEL CA 92262 Single Family Secondary Purchase Standard 80.00 79.87 368,000
0029660917 WILLIAMS MD 20893 Single Family Primary Refinance Reduced 68.86 68.80 460,000
0029661360 HO VA 20194 PUD Primary Refinance Reduced 69.50 69.34 392,000
0029661428 MELZER CA 95032 Single Family Primary Purchase Standard 79.49 79.37 500,000
0029661501 CRAIGHEAD GA 30114 PUD Primary Purchase Reduced 79.99 79.99 333,600
0029664851 LE VA 20176 PUD Primary Purchase Standard 79.99 79.87 299,850
0029665023 ALTEN CA 94901 Single Family Primary Refinance Standard 56.38 56.34 530,000
0029665189 GRIFFIN AL 35244 PUD Primary Refinance Reduced 73.61 73.55 425,500
0029665700 BENJAMIN TX 75230 PUD Primary Refinance Standard 59.38 59.28 421,650
0029666054 ALFORD AL 35213 Single Family Primary Refinance Reduced 42.69 42.65 555,000
0029666104 GORDON TX 75214 Single Family Primary Purchase Reduced 79.89 79.83 395,500
0029666658 GUENTHER CO 81632 PUD Primary Refinance Standard 80.00 79.78 400,000
0029666666 GAMBER CO 80401 Single Family Primary Purchase Reduced 80.00 79.93 304,000
0029666880 GUERRIERO NY 11710 Single Family Primary Purchase Reduced 80.00 79.89 540,000
0029667185 FICHTNER MD 21401 Single Family Primary Refinance Reduced 67.33 67.28 309,750
0029667920 CLIPPINGER NC 28277 PUD Primary Purchase Standard 78.31 78.18 370,000
0029667995 ZINDLER GA 30326 High-Rise Condo Primary Refinance Standard 39.72 39.69 359,500
0029668035 SULLIVAN TX 78257 PUD Primary Refinance Reduced 72.35 72.29 506,500
0029668043 BELL VA 20171 Single Family Primary Purchase Standard 79.91 79.79 473,000
0029668142 DIEHL CT 06811 Single Family Primary Purchase Standard 80.00 79.93 295,920
0029668159 ALDRIDGE WA 98033 Single Family Primary Purchase Standard 80.00 79.87 384,000
0029668183 THOMPSON TN 38138 Single Family Primary Purchase Reduced 80.00 79.93 388,000
0029668217 MAYNARD WA 98033 Condominimum Primary Cash-out Refinance Reduced 72.00 71.94 360,000
0029668365 TAYLOR TX 78642 PUD Primary Refinance Reduced 85.00 84.93 318,750
0029668431 HENRY CO 80465 PUD Primary Refinance Standard 59.34 59.34 341,800
0029668761 CARROLL GA 30350 Single Family Primary Purchase Standard 68.42 68.42 325,000
0029668894 IRVINE CO 80487 Single Family Primary Cash-out Refinance Reduced 62.06 61.96 360,000
0029669280 HOLZHAUSEN IN 46814 Single Family Primary Refinance Reduced 90.00 89.85 292,500
0029669561 TRUSTY NM 87505 PUD Primary Cash-out Refinance Standard 57.00 56.96 305,000
0029669629 ATTAI CA 91208 Single Family Primary Purchase Reduced 80.00 79.87 312,000
0029670379 HOUCK WA 98109 Single Family Primary Purchase Standard 80.00 79.66 398,400
0029670759 DEFRANK CA 91326 PUD Primary Purchase Standard 79.99 79.92 649,300
0029670916 LIVELY WA 98390 PUD Primary Refinance Reduced 62.22 62.22 420,000
0029672649 AMBROSI CA 95746 PUD Primary Purchase Reduced 80.00 79.93 356,000
0029672730 LIMMER TX 78209 Single Family Primary Purchase Standard 80.00 79.93 388,000
0029672938 MEDER CO 80906 Single Family Primary Purchase Standard 80.00 79.87 320,000
0029673605 CUDLIP CO 80110 PUD Primary Refinance Standard 64.34 64.20 485,784
0029674132 CREEVEY CO 80403 Single Family Primary Purchase Standard 76.92 76.80 350,000
0029674140 GRANT IL 60514 Single Family Primary Refinance Reduced 75.89 75.89 296,000
0029674181 EDWARDS CO 80104 Single Family Primary Purchase Reduced 90.00 89.93 388,800
0029674587 EVERITT CA 94605 Single Family Primary Purchase Standard 80.00 79.91 304,000
0029674710 BOWEN TX 75034 PUD Primary Purchase Standard 79.99 79.94 326,837
0029674884 MANCINELLI CO 80228 PUD Primary Purchase Reduced 62.84 62.79 375,000
0029675691 WESTHOFF VA 20112 PUD Primary Purchase Standard 79.90 79.84 312,000
0029675717 WARD WA 98223 PUD Primary Refinance Reduced 78.04 77.98 320,000
0029675758 LANYON CO 80439 Single Family Primary Purchase Reduced 90.00 89.86 337,500
0029677143 BLUE MN 55066 Single Family Primary Purchase Reduced 68.68 68.59 390,800
0029678125 TURNER NC 27560 PUD Primary Refinance Reduced 69.81 69.76 333,000
0029679115 DANG MD 20905 Single Family Primary Purchase Reduced 80.00 79.87 400,000
0029681772 THEISEN GA 30024 PUD Primary Refinance Standard 79.58 79.52 386,000
0029682077 SIMMONS NC 28601 Single Family Primary Purchase Reduced 78.57 78.57 330,000
0029682598 PAYNE CO 80447 Single Family Secondary Purchase Reduced 52.84 52.80 650,000
0029682804 MOORE GA 30126 PUD Primary Refinance Standard 80.00 79.93 400,000
0029683372 LOVELESS OH 43221 Single Family Primary Purchase Standard 80.00 79.94 327,600
0029683836 MONROE WA 98346 Single Family Primary Purchase Standard 89.99 89.83 378,000
0029684479 CREWS JR CO 80501 Single Family Primary Purchase Reduced 79.20 79.08 400,000
0029684545 FANN WA 98052 PUD Primary Purchase Reduced 79.20 79.14 400,000
0029684925 WESSLING WA 98052 PUD Primary Purchase Reduced 79.97 79.85 365,500
0029685013 ABRAHAM CA 94541 Single Family Primary Purchase Reduced 80.00 79.93 330,000
0029686367 CLARK CO 80234 PUD Primary Purchase Reduced 90.00 89.93 351,000
0029686540 MAC LACHLAN CA 92673 PUD Primary Purchase Standard 79.99 79.93 527,800
0029687415 GARD CA 90503 Single Family Primary Refinance Reduced 80.00 79.93 360,000
0029687829 MOODY CO 80537 Single Family Primary Cash-out Refinance Reduced 74.68 74.68 336,100
0029687837 HORN TX 77019 Single Family Primary Purchase Reduced 90.00 89.93 364,500
0029687845 SPURLOCK AL 35216 Single Family Primary Cash-out Refinance Standard 53.96 53.96 360,500
0029688199 HAWKINS MA 02116 Townhouse Primary Purchase Reduced 80.00 79.81 492,000
0029688223 PICCIUCA IL 60068 Single Family Primary Purchase Standard 80.00 79.51 356,000
0029688231 BAZAN CA 94070 Single Family Primary Cash-out Refinance Standard 57.66 57.54 395,000
0029688249 IRONDI MD 20720 PUD Primary Purchase Reduced 95.00 94.79 369,550
0029688272 KOSER VA 22102 Single Family Primary Purchase Reduced 80.00 79.81 413,600
0029688280 NORFLEET VA 22043 Single Family Primary Purchase Reduced 80.00 79.86 360,000
0029688637 HOLTON III AZ 85749 PUD Primary Refinance Reduced 78.58 78.45 357,550
0029688728 CERNOHOUS WI 54016 Single Family Primary Purchase Reduced 89.77 89.42 395,000
0029688801 BORELLA CA 95005 Single Family Primary Cash-out Refinance Reduced 61.91 61.91 291,000
0029688850 KNOWLTON CA 94553 Single Family Primary Cash-out Refinance Standard 73.14 73.03 325,500
0029688967 NEARY MA 02460 Condominimum Primary Purchase Standard 79.98 79.79 443,900
0029689205 ZAFIRIS CA 95123 Single Family Primary Refinance Standard 56.83 56.75 348,100
0029689304 FALVEY MN 55305 Single Family Primary Cash-out Refinance Standard 75.00 74.76 450,000
0029689346 EMSING MD 20854 Single Family Primary Purchase Standard 80.00 79.81 359,200
0029689643 TOLAN CA 91750 PUD Primary Cash-out Refinance Standard 75.00 74.94 481,500
0029689668 ROHRBACH WA 98199 Single Family Primary Refinance Standard 75.00 75.00 367,500
0029689916 NICHOLS CA 95032 Single Family Primary Refinance Standard 69.78 69.66 635,000
0029689924 KRIMOTAT CA 95032 PUD Primary Refinance Standard 79.86 79.67 575,000
0029689932 BALABAN MD 21131 Single Family Primary Refinance Standard 77.23 77.05 502,000
0029689940 LALLI AZ 85259 PUD Primary Refinance Standard 78.80 78.66 461,000
0029689973 MEDEARIS CA 92227 Single Family Primary Purchase Standard 80.00 73.44 360,000
0029689999 HERTLER CA 95118 Single Family Primary Refinance Reduced 80.00 79.80 360,000
0029690039 MARCUM AL 35051 Single Family Primary Purchase Reduced 71.53 71.36 465,000
0029690047 MARTINI CA 94526 Single Family Primary Refinance Standard 58.54 58.45 483,000
0029690088 BAIN AZ 86305 Single Family Primary Refinance Reduced 73.13 72.97 325,450
0029690096 ROGERS CA 95123 Single Family Primary Cash-out Refinance Standard 47.40 47.23 320,000
0029690104 VITAGLIANO MA 02458 Single Family Primary Purchase Standard 80.00 79.88 468,000
0029690153 HINSON GA 30328 PUD Primary Cash-out Refinance Reduced 80.00 79.86 420,000
0029690161 EDELMAN CA 95120 Single Family Primary Refinance Reduced 72.00 71.83 522,000
0029690179 VOZZA NJ 07090 Single Family Primary Refinance Standard 66.36 66.20 368,300
0029690187 MINGLE CO 80138 PUD Primary Purchase Standard 79.87 79.69 353,000
0029690203 CARROLL VA 22015 Single Family Primary Refinance Reduced 79.96 79.81 435,000
0029690229 LEE CO 80027 PUD Primary Cash-out Refinance Standard 75.00 74.86 367,500
0029690252 FISHER MA 02110 Single Family Primary Purchase Reduced 79.99 79.80 391,900
0029690278 NEUHAUS CT 06840 Single Family Primary Refinance Standard 39.50 39.44 501,700
0029690286 GONZALEZ CA 93727 Single Family Primary Purchase Standard 90.00 89.86 365,400
0029690294 BRETON MA 02474 Single Family Primary Purchase Standard 80.00 79.81 396,000
0029690336 INRA VA 20165 PUD Primary Purchase Standard 79.99 79.48 348,900
0029690344 CHU VA 20171 PUD Primary Purchase Standard 79.98 79.80 382,000
0029690377 ZARA CT 06840 Single Family Primary Cash-out Refinance Standard 52.63 52.55 500,000
0029690401 MCCUE AZ 85016 Single Family Primary Refinance Standard 62.42 62.18 437,000
0029690427 BURR UT 84321 Single Family Primary Purchase Reduced 95.00 94.86 387,600
0029690468 VOSE III MA 02332 Single Family Primary Refinance Standard 47.36 47.27 450,000
0029690484 LEVINSON MA 02030 Single Family Primary Refinance Reduced 77.62 77.50 473,500
0029690724 PIERCE CO 80209 Single Family Primary Refinance Standard 75.11 75.01 315,500
0029690740 WAGNER CA 95020 Single Family Primary Cash-out Refinance Standard 34.67 34.59 397,000
0029690765 AYDE CO 80005 Single Family Primary Purchase Standard 80.00 79.87 319,200
0029690781 GODDARD CA 92694 PUD Primary Purchase Reduced 79.99 79.93 522,700
0029690799 FINE VA 22207 Single Family Primary Purchase Standard 80.00 79.81 418,400
0029690823 KATZ GA 30033 Single Family Primary Purchase Reduced 74.07 73.95 500,000
0029690898 PRATER VA 20176 PUD Primary Purchase Standard 79.99 79.92 332,000
0029690922 LEAP VA 20169 PUD Primary Purchase Standard 80.00 79.94 310,200
0029692258 LUPEAR CO 80403 Single Family Primary Purchase Reduced 80.00 79.93 297,600
0029693082 HEIDT SC 29576 PUD Primary Purchase Reduced 69.44 69.39 441,000
0029693116 FOSLER FL 32764 Single Family Primary Purchase Reduced 80.00 80.00 396,000
0029693132 KUROKAWA CA 95603 Single Family Primary Purchase Reduced 80.00 79.93 441,600
0029693165 BARRY TX 76034 PUD Primary Purchase Reduced 80.00 79.93 412,000
0029693249 HAMMOND UT 84098 Single Family Primary Refinance Reduced 78.23 78.23 426,400
0029693306 KING AR 72223 PUD Primary Purchase Reduced 80.00 79.93 311,200
0029693363 CHACON NC 28270 Single Family Primary Purchase Reduced 80.00 79.94 332,000
0029694528 ANZILOTTI JR TX 77024 PUD Primary Refinance Reduced 58.75 58.66 458,300
0029694536 PENDLETON TX 78626 PUD Primary Purchase Reduced 73.68 73.62 420,000
0029694551 HARDY TX 77024 Single Family Primary Purchase Reduced 60.00 60.00 463,500
0029694619 WARD TX 79606 Single Family Primary Refinance Reduced 89.58 89.44 387,000
0029694643 WALLACE CO 80540 Single Family Primary Cash-out Refinance Reduced 75.00 75.00 375,000
0029694692 ALLEN TX 75225 Single Family Primary Refinance Standard 65.38 65.33 441,372
0029695970 ST LAURENT SR CA 93021 PUD Primary Purchase Standard 79.99 79.86 360,100
0029697331 HO NY 10007 High-Rise Condo Primary Refinance Reduced 40.78 40.71 571,000
0029698107 NOLAN CO 80020 PUD Primary Purchase Reduced 79.99 79.93 384,550
0029698842 FOX CA 93065 PUD Primary Cash-out Refinance Standard 79.29 79.17 448,000
0029698867 JOSEPH CA 94583 Condominimum Primary Purchase Standard 80.00 79.93 452,000
0029698883 CARNER NY 11743 Single Family Primary Refinance Reduced 63.76 63.65 542,000
0029698891 HAN CA 91006 Single Family Primary Refinance Standard 74.34 74.23 342,000
0029698909 LEE CA 90503 Single Family Primary Cash-out Refinance Standard 75.00 74.94 382,500
0029698925 BROWN CA 91941 PUD Primary Refinance Standard 67.27 67.22 370,000
0029698933 CHIBIB TX 78731 PUD Primary Purchase Standard 80.00 79.93 476,000
0029699345 STEIDLE MN 55347 Single Family Primary Purchase Reduced 79.99 79.93 536,987
0029699402 MARTINDALE MT 59714 Single Family Primary Cash-out Refinance Standard 75.00 75.00 375,000
0029699485 MCKAY WA 98039 Single Family Primary Cash-out Refinance Standard 74.81 74.81 602,250
0029699568 HOLLARS MD 21797 Single Family Primary Purchase Reduced 90.00 89.86 317,556
0029699592 PHILLIPS MA 02478 Two Family Primary Purchase Standard 80.00 79.89 432,000
0029699618 HONG MD 20854 PUD Primary Refinance Standard 77.91 77.72 642,000
0029699675 ROJNUCKARIN MA 01730 Single Family Primary Refinance Standard 74.76 74.60 320,000
0029699725 BAKER OH 43220 Single Family Primary Purchase Reduced 80.00 79.93 448,000
0029699782 ANGELCHIK AZ 85020 Single Family Primary Cash-out Refinance Standard 79.92 79.80 406,000
0029699824 TON VA 23454 Single Family Primary Refinance Standard 54.67 54.55 380,000
0029699832 WASHINGTON CA 91325 PUD Primary Purchase Standard 80.00 79.80 288,000
0029699881 KLINGER CA 95138 Single Family Primary Cash-out Refinance Standard 79.11 79.04 356,000
0029699931 WOODWARD GA 30041 Single Family Primary Refinance Standard 77.07 76.95 316,000
0029699949 KOTZ MD 20878 PUD Primary Refinance Standard 78.93 78.64 312,600
0029699956 BRADFIELD JR CA 94506 Single Family Primary Cash-out Refinance Standard 56.99 56.86 550,000
0029699964 HEINEMAN MD 21087 Single Family Primary Cash-out Refinance Standard 75.00 74.88 341,250
0029699972 GUANZON CA 94404 Single Family Primary Purchase Standard 80.00 79.78 360,000
0029699980 EOFF TN 38138 Single Family Primary Cash-out Refinance Standard 72.53 72.34 375,000
0029699998 BRANT CO 80127 Single Family Primary Refinance Standard 77.25 77.13 540,750
0029700010 MERRITT AZ 85258 Single Family Primary Refinance Standard 44.44 44.33 400,000
0029700028 BUANGAN JR CA 94014 Single Family Primary Cash-out Refinance Standard 77.93 77.70 339,000
0029700036 PARKS CA 95003 Single Family Primary Cash-out Refinance Standard 53.02 52.94 342,000
0029700051 TALLEY CA 93405 Single Family Primary Cash-out Refinance Standard 70.50 70.40 312,000
0029700069 MONTGOMERY WY 83001 PUD Primary Cash-out Refinance Standard 75.00 74.78 326,250
0029700077 MENEZES OR 97408 Single Family Primary Refinance Reduced 86.36 86.23 285,000
0029700085 PARKER MA 02481 Two Family Primary Refinance Standard 55.55 55.42 400,000
0029700101 MANGELSON MA 02536 Single Family Primary Refinance Standard 51.42 51.28 360,000
0029700135 HAUSMANN CT 06896 Single Family Primary Purchase Reduced 52.45 52.33 400,000
0029700143 SHADZI CA 95014 Single Family Primary Cash-out Refinance Standard 21.81 21.73 394,800
0029700150 DODSON CA 92870 Single Family Primary Purchase Standard 79.99 79.86 443,950
0029700176 KIEFER GA 30092 Single Family Primary Cash-out Refinance Standard 80.00 79.88 392,000
0029700184 LYON CA 95616 Single Family Primary Purchase Standard 62.01 61.92 360,000
0029700192 WILKINSON CA 94525 Single Family Primary Purchase Standard 80.00 79.80 364,000
0029700200 MCCARTHY VA 20176 PUD Primary Purchase Reduced 73.93 73.80 366,000
0029700218 PALMER CA 94518 PUD Primary Cash-out Refinance Standard 80.00 79.87 369,600
0029700226 WARREN VA 22202 Single Family Primary Refinance Standard 76.74 76.69 330,000
0029700234 PROOST CA 95019 Single Family Primary Cash-out Refinance Standard 78.87 78.62 280,000
0029700242 KENNARD MD 20817 Single Family Primary Refinance Reduced 72.80 72.68 455,000
0029700259 KOTOSKE AZ 85253 Single Family Primary Refinance Standard 51.36 51.28 565,000
0029700267 GILLIE VA 20148 PUD Primary Refinance Standard 75.00 74.82 356,250
0029700275 JOHNSON GA 31328 Single Family Primary Purchase Reduced 79.57 79.45 457,550
0029700291 SCHUGG ME 04105 Single Family Primary Purchase Standard 78.04 77.85 558,000
0029700317 CHINN II NV 89145 Single Family Primary Purchase Standard 80.00 79.87 284,000
0029700325 KENNEDY VA 22301 Single Family Primary Cash-out Refinance Reduced 80.00 79.81 384,000
0029700333 TOMPKINS DC 20016 Single Family Primary Refinance Standard 76.39 76.27 388,100
0029700358 SMITH CA 92592 Single Family Primary Cash-out Refinance Standard 74.54 74.37 410,000
0029700366 PEELER GA 30350 Single Family Primary Refinance Reduced 54.65 54.51 327,926
0029700408 KESNER MA 02420 Single Family Primary Refinance Standard 75.47 75.41 400,000
0029700440 HANEKLAU MO 63141 Single Family Primary Cash-out Refinance Standard 63.16 63.02 475,000
0029700473 LESSER GA 30024 PUD Primary Purchase Reduced 80.00 79.87 399,078
0029700531 MURRAY UT 84341 Single Family Primary Cash-out Refinance Reduced 72.68 72.45 338,000
0029700549 STAPLES UT 84779 Single Family Primary Purchase Standard 77.93 77.75 491,000
0029700580 MOODY UT 84020 Single Family Primary Cash-out Refinance Reduced 77.38 77.20 325,000
0029700598 FROST UT 84121 PUD Primary Refinance Standard 78.44 78.25 302,000
0029700630 EVANS ID 83686 Single Family Primary Refinance Standard 76.83 76.64 289,650
0029700655 MAYFIELD AZ 85331 PUD Primary Cash-out Refinance Reduced 78.89 78.70 430,000
0029700697 POMEROY CO 80027 Single Family Primary Refinance Standard 62.85 62.80 330,000
0029700739 BRATTON CA 95959 Single Family Primary Refinance Standard 75.00 74.89 553,125
0029700762 FRANKE AZ 85253 Single Family Primary Cash-out Refinance Standard 75.00 74.75 626,250
0029701075 CECH WA 98006 PUD Primary Purchase Reduced 80.00 79.93 424,000
0029701117 TAMIMI OR 97068 Single Family Primary Refinance Reduced 77.90 77.84 335,000
0029701786 GILLEY TX 78734 PUD Primary Refinance Standard 80.00 79.93 368,000
0029701794 HARRIS GA 30269 PUD Primary Purchase Standard 80.00 79.78 407,800
0029701802 PECK UT 84092 Single Family Primary Refinance Standard 80.00 79.94 300,000
0029701828 GREGORY CA 93402 Single Family Primary Cash-out Refinance Standard 79.04 78.79 332,000
0029701836 BAIR UT 84092 Single Family Investor Refinance Standard 80.00 79.82 340,000
0029701851 CHRISTENSEN UT 84108 Single Family Primary Refinance Standard 64.72 64.54 466,000
0029701877 CRAMER CO 80104 PUD Primary Purchase Reduced 89.99 89.86 409,500
0029701885 BOYAJYAN CA 91202 Two Family Primary Purchase Standard 91.86 91.79 350,000
0029701893 HELLEIS CA 91748 Single Family Primary Refinance Standard 80.00 79.74 298,400
0029701919 HWANG CO 80021 PUD Primary Refinance Standard 71.80 71.65 298,000
0029701927 BAGNESCHI CA 94044 Single Family Primary Cash-out Refinance Standard 66.66 66.55 350,000
0029701935 CHO CA 92804 Single Family Primary Refinance Standard 77.97 77.91 327,500
0029701943 BACHWICH SD 57702 PUD Primary Purchase Standard 50.00 49.92 550,000
0029701950 HENRY CO 80209 Single Family Primary Cash-out Refinance Reduced 76.64 76.53 279,000
0029701976 LANDRY CO 80107 Single Family Primary Purchase Standard 70.83 70.67 335,750
0029701992 THOMAS OR 97504 Single Family Primary Refinance Standard 74.76 74.64 317,750
0029702024 SEMAS III CA 93611 Single Family Primary Purchase Standard 90.00 89.86 312,300
0029702354 TIBBALS VA 20132 Single Family Primary Purchase Standard 74.28 74.16 650,000
0029702396 SPARKER SR WA 98332 PUD Primary Cash-out Refinance Reduced 76.97 76.79 448,000
0029702446 PRICE CA 90807 Single Family Primary Refinance Standard 78.66 78.24 590,000
0029702669 DUNCAN CO 80031 PUD Primary Refinance Standard 80.00 79.94 384,000
0029704509 SALAZAR TX 78572 PUD Primary Purchase Standard 93.16 93.03 300,000
0029704517 DE LA CRUZ TX 78539 Single Family Primary Refinance Reduced 80.00 80.00 549,200
0029705118 RANDALL IL 60564 Single Family Primary Purchase Reduced 58.21 58.17 450,000
0029705126 FU CA 95746 Single Family Primary Purchase Standard 79.99 79.81 315,000
0029705175 VENCL VA 20169 PUD Primary Purchase Standard 89.99 89.86 333,520
0029705332 SAWVELLE CA 92131 Single Family Primary Purchase Standard 80.00 79.87 336,000
0029706314 CHANG CA 90292 Condominimum Primary Purchase Standard 79.96 79.89 423,000
0029706389 ERNST MN 55347 Single Family Primary Purchase Standard 80.00 79.24 408,800
0029706785 DOYLE CA 92627 Single Family Primary Purchase Standard 80.00 79.49 304,000
0029706884 KNOX CA 94561 Single Family Primary Refinance Standard 69.92 69.86 440,500
0029706942 GEORGE CA 94070 Single Family Primary Cash-out Refinance Standard 63.06 63.01 391,000
0029707080 NEWCOMB CO 80124 PUD Primary Purchase Reduced 79.94 79.75 553,200
0029707155 HEGEMAN MD 20854 Single Family Primary Cash-out Refinance Reduced 75.00 74.89 345,000
0029707239 FARAJI MD 20814 Single Family Primary Refinance Standard 80.00 79.72 440,000
0029707247 LAROSA NJ 07458 Single Family Primary Purchase Standard 80.00 79.73 340,000
0029707254 KIM CA 91748 Single Family Primary Purchase Standard 80.00 79.93 329,600
0029707262 SCHATTI CA 92860 Single Family Primary Purchase Standard 80.00 79.87 308,000
0029708187 WESTBURG WA 98033 Single Family Primary Purchase Reduced 79.93 79.93 515,600
0029708336 MEYER HAZEL VA 22202 Single Family Primary Purchase Standard 90.00 89.78 360,000
0029708419 SANDLER NY 11725 Single Family Primary Purchase Reduced 68.80 68.69 375,000
0029708435 CRUZ MORALES NY 10465 Single Family Primary Purchase Standard 80.00 79.94 292,000
0029708443 TREVIGNE CA 94578 Single Family Primary Purchase Reduced 80.00 79.93 316,000
0029708468 KANG CA 91011 Single Family Primary Cash-out Refinance Standard 77.44 77.38 333,000
0029708476 KRAKOWSKY NY 10705 Single Family Primary Refinance Reduced 69.53 69.41 445,000
0029708492 JACKSON VA 20151 PUD Primary Refinance Standard 75.00 74.82 300,000
0029708518 BROWN NY 11751 Single Family Primary Refinance Reduced 72.59 72.49 377,500
0029708534 KALE NJ 08826 Single Family Primary Purchase Standard 58.09 58.04 305,000
0029708559 ARANA CA 94583 Single Family Primary Refinance Standard 55.14 55.06 407,000
0029708567 FRY NJ 07090 Single Family Primary Refinance Standard 65.07 65.02 410,000
0029708575 MANZANO CA 94086 Single Family Primary Cash-out Refinance Standard 47.61 47.58 350,000
0029708609 EDWARDS III VA 22124 Single Family Primary Purchase Reduced 80.00 79.93 396,000
0029708625 LAURASH NJ 08512 Single Family Primary Cash-out Refinance Reduced 70.00 69.94 350,000
0029708658 BRAILOVSKY MD 20878 PUD Primary Purchase Reduced 80.00 79.75 372,000
0029708674 TACON NY 10570 Single Family Primary Cash-out Refinance Standard 74.76 74.61 400,000
0029708732 WALWYN NJ 07921 Single Family Primary Purchase Reduced 80.00 79.87 456,000
0029708773 MIKLOVIS VA 22202 Single Family Primary Refinance Standard 80.00 79.87 400,000
0029708849 HERSKOWITZ NY 11021 Single Family Primary Refinance Standard 79.29 79.17 448,000
0029708880 HOLDEN III CA 94945 PUD Primary Cash-out Refinance Standard 64.74 64.70 450,000
0029708914 ROOMETS MD 20872 PUD Primary Purchase Reduced 79.99 79.82 323,450
0029708963 EHRLICH MD 21029 Single Family Primary Refinance Reduced 77.98 77.92 311,950
0029709110 WALTOS JR CA 92660 PUD Primary Refinance Reduced 60.00 59.74 720,000
0029709169 DELEO JR CT 06905 Single Family Primary Refinance Standard 74.47 74.35 327,700
0029709201 CLINEFELTER CA 92028 Single Family Primary Purchase Standard 80.00 79.88 584,000
0029709219 LEONE CA 95123 Single Family Primary Refinance Standard 74.63 74.52 350,800
0029709243 SILVESTRE NY 10533 Single Family Primary Cash-out Refinance Standard 74.55 74.50 417,500
0029709326 PERUCCI VA 22003 Single Family Primary Refinance Standard 75.19 75.08 385,000
0029709755 KONIAKOWSKY CA 92009 PUD Primary Purchase Reduced 80.00 79.86 553,600
0029709789 TURK CA 92130 PUD Primary Purchase Reduced 53.33 53.24 400,000
0029709797 VOECKS CA 95602 PUD Primary Purchase Reduced 79.99 79.86 454,300
0029709821 PATEL NY 11548 Single Family Primary Purchase Standard 90.00 89.84 329,400
0029709854 VAN CA 90275 Condominimum Primary Purchase Standard 80.00 79.93 290,800
0029709896 TURNER MD 21035 Single Family Primary Purchase Standard 80.00 79.87 356,000
0029710084 POMPA MD 21163 PUD Primary Purchase Reduced 79.99 79.93 367,000
0029710092 MURTHY MD 20854 Single Family Primary Purchase Reduced 80.00 79.93 424,000
0029710142 RICE VA 20158 Single Family Primary Purchase Reduced 80.00 79.87 383,920
0029710670 DANIELS CA 95120 Single Family Primary Cash-out Refinance Standard 62.96 62.84 497,400
0029710688 VAN EYK CA 91741 Single Family Primary Purchase Standard 80.00 79.88 464,000
0029711025 COONEY TX 77005 Single Family Primary Purchase Reduced 80.00 79.93 506,400
0029712007 GROSSMAN NJ 07030 Two Family Primary Purchase Standard 80.00 79.87 484,000
0029712015 DIX JOHNSON NJ 07852 Single Family Primary Purchase Reduced 90.00 89.92 346,500
0029712049 KNOELLER NY 11767 Single Family Primary Purchase Standard 69.70 69.64 375,000
0029712064 NOONAN NJ 07930 Single Family Primary Refinance Reduced 78.97 78.84 308,000
0029712098 GOLDSTEIN NY 10538 Single Family Primary Purchase Standard 79.49 79.42 500,000
0029712619 NIELSEN CA 95131 Single Family Primary Cash-out Refinance Reduced 77.58 77.46 337,500
0029712825 PRYSESKI CA 95476 Single Family Primary Purchase Reduced 80.00 79.88 358,400
0029712841 RICHARDSON CA 90019 Single Family Primary Refinance Standard 73.00 72.94 365,000
0029712866 WON CA 90005 Single Family Primary Purchase Standard 89.97 89.84 350,900
0029712890 MCDERMOTT PA 19355 Single Family Primary Refinance Reduced 84.15 84.09 324,000
0029712932 BOCETA CA 90630 Single Family Primary Cash-out Refinance Reduced 70.70 70.00 353,500
0029712957 MURAD VA 22066 Single Family Primary Purchase Standard 80.00 79.85 520,000
0029712965 BERGMAN NJ 07450 Single Family Primary Purchase Standard 80.00 79.87 296,000
0029712981 ZAUBLER NJ 07078 Single Family Primary Refinance Reduced 73.24 73.18 531,000
0029713914 REINDL PA 19348 Single Family Primary Purchase Standard 76.36 76.18 420,000
0029716677 BANDARYAN CA 91206 Single Family Primary Purchase Standard 80.00 79.93 380,800
0029716750 MCLAIN MN 55372 Single Family Primary Purchase Standard 90.00 89.85 292,500
0029716776 ZIMMERMAN TX 75022 Single Family Primary Purchase Reduced 95.00 94.92 318,250
0029716818 TOLLEFSON CA 95476 Single Family Primary Cash-out Refinance Standard 64.03 63.93 365,000
0029718111 WROBLESKI MD 21738 Single Family Primary Refinance Standard 74.27 74.09 408,500
0029718152 HIPWELL VA 22124 Single Family Primary Cash-out Refinance Reduced 71.75 71.59 592,000
0029718160 BENSON VA 22039 PUD Primary Refinance Reduced 80.00 79.87 540,000
0029718186 PHILLIPS MD 20817 Single Family Primary Refinance Reduced 77.73 77.61 377,000
0029718202 CORRIGAN JR VA 22207 Single Family Primary Refinance Reduced 75.93 75.82 303,750
0029718228 HARR VA 22039 Single Family Primary Refinance Reduced 70.95 70.82 540,000
0029718236 ROSE CA 95123 Single Family Primary Purchase Reduced 69.21 69.10 308,000
0029718343 GRAHAM VA 22101 Single Family Primary Refinance Standard 76.00 75.83 285,000
0029718350 SNYDER VA 20124 Single Family Primary Refinance Reduced 79.72 79.66 374,714
0029718368 ROBBINS PA 19342 Single Family Primary Cash-out Refinance Standard 50.00 49.96 1,000,000
0029718376 WINDAS CT 06877 Single Family Primary Purchase Reduced 46.33 46.30 700,000
0029718491 SANGAMESWAR VA 22031 PUD Primary Refinance Reduced 78.67 78.55 332,800
0029718533 GERSZEWSKI VA 22207 Single Family Primary Purchase Reduced 80.00 79.86 359,200
0029718541 HALLER JR DC 20008 Single Family Primary Purchase Reduced 76.63 76.57 328,000
0029718582 LARGENT III VA 22603 Single Family Primary Purchase Reduced 80.00 79.93 327,920
0029718608 MORGAN VA 22066 Single Family Primary Purchase Reduced 63.97 63.87 586,600
0029718616 HEIN DC 20007 Single Family Primary Purchase Reduced 78.65 78.53 700,000
0029718624 RABER DC 20037 Condominimum Primary Purchase Reduced 62.50 62.45 500,000
0029718632 SUTHERLAND VA 20165 Single Family Primary Refinance Reduced 67.30 67.20 387,010
0029718657 REITH VA 24121 Single Family Primary Cash-out Refinance Reduced 73.52 73.47 300,000
0029718673 GIANCARLO NJ 07641 Single Family Primary Refinance Reduced 74.48 74.18 540,000
0029718681 BRADY MI 49727 Single Family Secondary Refinance Reduced 58.18 58.10 480,000
0029720380 MILLAR GA 30534 Single Family Primary Purchase Standard 80.00 79.87 409,600
0029720430 GROCH CA 91302 Single Family Primary Purchase Standard 80.00 79.81 339,200
0029720489 GRATZ MA 02494 Single Family Primary Cash-out Refinance Standard 73.56 72.91 320,000
0029720554 HOPKINS CA 91902 Single Family Primary Purchase Standard 78.94 78.76 375,000
0029720620 BURSTEIN GA 30067 PUD Primary Purchase Standard 68.52 68.42 815,500
0029720646 HUFFMAN AZ 85249 Single Family Primary Purchase Standard 80.00 79.81 400,000
0029720661 PRESTON WA 98110 Single Family Primary Refinance Standard 81.21 81.15 300,500
0029720711 DAVIES GA 30350 PUD Primary Cash-out Refinance Standard 79.20 79.07 396,000
0029720810 LOFTIS OR 97225 Single Family Primary Purchase Standard 89.98 89.84 383,900
0029720885 WARD CA 90048 Single Family Primary Purchase Standard 90.00 89.78 362,250
0029720935 FINLEY AZ 85296 PUD Primary Purchase Standard 80.00 79.85 351,200
0029721305 HAMID AZ 85296 PUD Primary Purchase Reduced 80.00 79.93 286,400
0029721354 CIONCI PA 19355 PUD Primary Purchase Standard 80.00 79.87 424,000
0029721396 KAREGEANNES WI 53092 PUD Primary Refinance Standard 80.00 79.88 414,400
0029721412 KAYNE CA 91307 PUD Primary Purchase Standard 80.00 79.87 500,000
0029721453 EPSTEIN CA 90046 Single Family Primary Refinance Standard 46.23 46.12 508,600
0029724358 SEBOLD VA 22314 Townhouse Primary Refinance Reduced 78.17 78.05 527,662
0029724416 TEEL DC 20016 PUD Primary Refinance Reduced 66.15 66.05 727,757
0029724457 HARVEY JR VA 20169 Single Family Primary Refinance Reduced 77.72 77.66 427,500
0029724473 BELENKY WA 98040 Single Family Primary Refinance Standard 69.20 69.08 522,500
0029724507 BORTEN MD 20878 Single Family Primary Refinance Reduced 66.16 66.05 284,500
0029724648 COTTON NY 10901 Single Family Primary Refinance Standard 72.43 72.26 297,000
0029724747 STEINBRUNER DC 20015 Single Family Primary Cash-out Refinance Reduced 49.13 49.02 393,100
0029724770 TRITT MD 21157 Single Family Primary Refinance Standard 78.29 78.10 339,000
0029724804 TOWNSEND MD 20854 Single Family Primary Cash-out Refinance Reduced 51.66 51.58 465,000
0029724812 ENGEL MD 20816 Condominimum Primary Cash-out Refinance Reduced 67.01 66.96 325,000
0029724861 HICKMAN MD 20895 Single Family Primary Purchase Reduced 80.00 79.89 380,000
0029724895 SHAFFER VA 22039 PUD Primary Refinance Reduced 76.65 76.53 348,000
0029724911 KELLY VA 20170 PUD Primary Refinance Reduced 69.44 69.38 348,600
0029724945 ZIMMERMANN CA 90266 Single Family Primary Refinance Standard 54.14 54.02 758,000
0029724978 DIGENNARO MD 21771 Single Family Primary Refinance Reduced 73.97 73.91 307,000
0029724994 CANTOR NY 10003 Condominimum Primary Purchase Standard 80.00 79.87 680,000
0029725033 QUILL VA 22152 PUD Primary Purchase Reduced 80.00 79.88 407,200
0029725090 LARSON VA 20147 PUD Primary Cash-out Refinance Standard 75.00 74.94 315,000
0029725637 TEMPELMANN PA 18954 Single Family Primary Purchase Standard 80.00 79.88 348,000
0029725736 MCCULLER GA 30519 Single Family Primary Purchase Standard 76.22 76.16 484,000
0029727286 DAVIDSON CA 94117 Single Family Primary Refinance Reduced 45.22 45.09 814,000
0029727328 WEISS CT 06905 Condominimum Primary Purchase Reduced 80.00 79.88 360,000
0029727369 BROOKS VA 22032 PUD Primary Purchase Reduced 80.00 79.78 358,164
0029727419 TAMAYO DC 20009 Townhouse Primary Refinance Reduced 75.67 75.55 321,600
0029727427 HASSON CA 92882 PUD Primary Refinance Reduced 79.24 79.12 294,000
0029727468 KULKARNI AZ 85260 Single Family Primary Purchase Reduced 79.99 79.87 315,650
0029727500 FISCHER VA 20181 Single Family Primary Purchase Standard 80.00 79.94 480,000
0029727534 SENTIMORE MD 21056 PUD Primary Purchase Standard 70.00 69.94 770,000
0029727567 MCTEAGUE CT 06897 Single Family Primary Refinance Reduced 70.80 70.75 570,000
0029727617 MADIRAJU VA 20112 PUD Primary Purchase Standard 79.42 79.22 347,100
0029730546 NGUYEN CA 92606 PUD Primary Cash-out Refinance Standard 69.66 69.40 310,000
0029730736 BROCKDORF CA 91301 Single Family Primary Refinance Standard 74.80 74.63 475,000
0029730967 GLECKMAN CA 91354 Single Family Primary Purchase Standard 68.49 68.43 575,000
0029731049 WALTERS CA 92028 Single Family Primary Refinance Standard 80.00 79.88 480,000
0029731122 RENO MN 55345 Single Family Primary Cash-out Refinance Standard 55.97 55.88 375,000
0029731148 JOHNSON WI 53118 Single Family Primary Refinance Standard 53.69 53.61 363,000
0029731171 CROSSLAND CT 06877 Single Family Primary Purchase Standard 55.61 55.48 490,000
0029731445 WOODLEY GA 30097 PUD Primary Purchase Standard 80.00 79.88 696,000
0029731478 WALKER MD 21401 Single Family Primary Purchase Standard 77.48 77.42 492,000
0029731510 MORGAN FL 32827 PUD Primary Refinance Standard 50.31 50.24 395,000
0029731551 KORACH MA 01970 Single Family Primary Cash-out Refinance Standard 55.50 55.45 444,000
0029731650 MESSER CA 91201 Single Family Primary Cash-out Refinance Standard 80.00 79.94 340,000
0029731726 WORT WI 53072 PUD Primary Cash-out Refinance Reduced 63.69 63.64 400,000
0029731916 TAYLOR OK 74114 Single Family Primary Purchase Reduced 80.00 80.00 332,800
0029732211 KOKOL PA 19086 Single Family Primary Purchase Standard 80.00 79.84 456,000
0029732336 CAHILL CA 90232 Single Family Primary Cash-out Refinance Standard 80.00 79.74 344,000
0029733490 HAMERS CA 93422 Single Family Primary Cash-out Refinance Standard 72.72 72.67 280,000
0029733524 OCONNOR CO 80104 PUD Primary Refinance Reduced 71.16 70.88 469,658
0029733540 CHENG MD 20814 Single Family Primary Purchase Standard 80.00 79.87 351,200
0029733607 AULETTA MA 02066 Single Family Primary Refinance Standard 79.97 79.84 319,900
0029733706 HAVERSON CA 95124 Single Family Primary Refinance Standard 64.09 64.04 352,500
0029733763 KUBE AZ 85259 PUD Primary Refinance Standard 79.75 79.63 327,000
0029733789 POWELL UT 84092 Single Family Primary Refinance Reduced 89.52 89.26 317,800
0029733813 HAZUKA II CO 80132 PUD Primary Purchase Reduced 62.26 62.21 398,500
0029733862 DALSASO JR CO 80906 Single Family Primary Refinance Standard 80.00 79.87 572,000
0029733888 STEVENSON JR UT 84041 Single Family Primary Refinance Reduced 90.00 89.93 427,500
0029733904 LEIKER CA 95120 Single Family Primary Refinance Standard 72.69 72.45 472,500
0029733953 ROBINSON CA 90803 PUD Primary Cash-out Refinance Standard 84.86 84.80 488,000
0029733979 GUY CA 90240 Single Family Primary Purchase Reduced 80.00 79.93 304,000
0029734001 MARCHANT UT 84604 Single Family Primary Refinance Standard 67.45 67.41 411,500
0029734043 GABRIELE CA 95060 Single Family Primary Refinance Standard 77.96 77.84 448,300
0029734084 MEYER CA 92024 Single Family Primary Purchase Standard 73.52 73.46 375,000
0029734597 KIRBY CO 80104 PUD Primary Purchase Standard 80.00 79.88 412,000
0029734605 DITMARS CA 95076 Single Family Primary Purchase Standard 72.22 72.10 650,000
0029734621 SUMNERS III CO 80124 PUD Primary Purchase Reduced 69.21 69.16 450,000
0029734647 DICKSON UT 84050 Single Family Primary Purchase Reduced 80.00 79.93 412,000
0029734662 TAGARAO CA 92870 PUD Primary Purchase Standard 79.98 79.86 290,350
0029734670 BARILOVICH CO 80908 PUD Primary Purchase Reduced 79.99 79.86 428,800
0029734688 GRIFFITHS VA 22003 Single Family Primary Cash-out Refinance Standard 80.00 79.85 344,000
0029734696 DUNN UT 84014 Single Family Primary Purchase Reduced 80.00 79.88 312,000
0029734704 ESMAIL CA 94526 Single Family Primary Cash-out Refinance Standard 70.30 70.25 580,000
0029734720 STOREY CA 92705 Single Family Primary Refinance Standard 51.76 51.68 336,500
0029734746 VU CA 94539 Single Family Primary Purchase Reduced 80.00 79.85 360,000
0029734753 GRIFFIN CA 95693 Single Family Primary Cash-out Refinance Standard 75.00 74.85 438,750
0029734795 SMITH MA 02188 Single Family Primary Purchase Reduced 79.89 79.83 363,000
0029734811 DERU UT 84040 Single Family Primary Purchase Standard 80.00 79.93 458,400
0029734845 INO CA 95123 Single Family Primary Purchase Standard 80.00 79.93 397,600
0029734852 OLSSON TX 78746 Single Family Primary Refinance Standard 56.52 56.36 650,000
0029734886 CHAVEZ CA 91011 Single Family Primary Refinance Standard 58.36 58.20 321,000
0029734894 BRADLEY CA 91207 Single Family Primary Refinance Reduced 75.72 75.66 496,000
0029734928 PALPALLATOC CA 94132 Single Family Primary Cash-out Refinance Reduced 41.40 41.33 325,000
0029734936 ROTHSCHILD VA 22101 Single Family Primary Refinance Standard 78.58 78.33 471,500
0029735016 BAILEY CA 94526 PUD Primary Cash-out Refinance Standard 47.83 47.67 574,000
0029735032 BAWSEL GA 30062 PUD Primary Refinance Reduced 76.82 76.77 361,090
0029735040 STETSON CT 06903 PUD Primary Purchase Standard 72.22 72.04 650,000
0029735081 FIORE MO 63021 PUD Primary Refinance Reduced 84.63 84.57 448,550
0029735107 CANTORNA IL 60464 Single Family Primary Purchase Standard 59.09 58.99 325,000
0029735115 ANGUILLA MA 02356 Single Family Primary Purchase Reduced 80.00 79.87 464,000
0029735198 SCANLON MD 20833 PUD Primary Cash-out Refinance Standard 80.00 79.76 316,000
0029735248 PERSON VA 20175 Single Family Primary Refinance Standard 74.69 74.57 343,600
0029735263 BYARS MD 21044 Single Family Primary Purchase Standard 80.00 79.87 302,400
0029735289 CRAWFORD TN 38028 Single Family Primary Cash-out Refinance Reduced 31.25 31.19 500,000
0029735461 SHEPARD NY 11937 Single Family Secondary Purchase Standard 80.00 79.94 364,000
0029735487 RASHAD FL 33410 PUD Secondary Purchase Reduced 80.00 79.94 388,000
0029736246 JEPPENSEN CA 95762 PUD Primary Purchase Reduced 79.99 79.93 468,350
0029736345 DEVADOSS CA 94544 Single Family Primary Purchase Reduced 79.99 79.93 328,800
0029736378 ELLIOTT CA 92130 PUD Primary Purchase Reduced 69.98 69.93 571,800
0029736410 FEINMAN CA 92130 PUD Primary Purchase Standard 56.79 56.65 445,000
0029739059 HEALEY VA 20112 PUD Primary Cash-out Refinance Reduced 75.00 74.94 345,000
0029739133 BLANKS IL 60035 PUD Primary Purchase Reduced 39.48 39.41 685,000
0029739240 JELKS IL 60616 Single Family Primary Purchase Standard 90.00 90.00 345,150
0029739331 JOHNSON FL 33629 Single Family Primary Cash-out Refinance Reduced 68.90 68.85 441,000
0029739380 HOLT AL 36117 PUD Primary Refinance Reduced 69.94 69.88 598,000
0029739406 CURRAN IL 60453 Single Family Primary Refinance Reduced 78.97 78.76 308,000
0029739513 GOODMAN IL 60177 PUD Primary Purchase Reduced 79.99 79.87 352,340
0029739539 BRENNER IL 60510 Single Family Primary Purchase Reduced 68.06 67.95 650,000
0029740446 SALEHI VA 22102 Single Family Primary Refinance Standard 80.00 79.81 584,000
0029740453 WILLIAMSON VA 22451 PUD Primary Purchase Reduced 80.00 79.87 300,000
0029740511 RUPSCH IL 60048 Single Family Primary Refinance Reduced 79.92 79.80 327,700
0029740578 TOTO JR PA 17112 Single Family Primary Purchase Standard 80.00 79.87 378,020
0029740602 SHELDON FL 33326 PUD Primary Purchase Reduced 79.98 79.86 503,800
0029740628 VAYO FL 33176 Single Family Primary Purchase Standard 80.00 79.81 364,000
0029740636 WILLIAMSON FL 33305 Single Family Primary Purchase Standard 90.00 89.86 292,500
0029740644 WHITE SR FL 33330 PUD Primary Refinance Reduced 74.30 74.18 345,500
0029740651 HARMER FL 33626 PUD Primary Purchase Reduced 79.99 79.86 345,000
0029740669 KRAUS DC 20015 Single Family Primary Refinance Reduced 60.52 60.42 308,700
0029740677 KELLEY PA 10147 Single Family Primary Refinance Reduced 80.00 79.93 480,000
0029740685 MICHAELS CO 80304 Single Family Primary Purchase Reduced 72.77 72.59 499,950
0029740719 OSTER CO 80027 PUD Primary Refinance Reduced 77.00 76.94 450,500
0029740743 KUPREWICZ IL 60622 PUD Primary Purchase Reduced 89.86 89.72 388,000
0029740784 NEUMANN VA 22314 Single Family Primary Refinance Reduced 70.53 70.47 331,500
0029740792 PAULDIN II MD 20833 Single Family Primary Refinance Reduced 79.11 78.98 427,200
0029740826 RIERSON FL 33549 PUD Primary Purchase Reduced 70.12 70.00 575,000
0029740842 OCARIZ FL 33133 Single Family Primary Purchase Standard 80.00 79.87 500,000
0029740875 PADOVANO FL 33133 Single Family Primary Purchase Standard 66.39 66.33 800,000
0029740958 WOLPERT FL 33332 PUD Primary Purchase Reduced 79.99 79.93 399,900
0029743549 ROCK CT 06426 Single Family Primary Purchase Reduced 80.00 79.94 396,000
0029743739 SITDIKOV CA 94086 Condominimum Primary Refinance Standard 75.60 75.49 465,000
0029745023 FERNANDEZ NY 11040 Single Family Primary Purchase Standard 80.00 79.93 332,000
0029747250 CHONG CA 94550 Single Family Primary Purchase Reduced 79.99 79.93 529,750
0029747284 SHANNON FL 33146 Single Family Primary Purchase Reduced 80.00 79.93 297,600
0029747300 ASHCRAFT CA 93021 PUD Primary Refinance Reduced 73.05 72.94 301,000
0029747326 SHANE CA 92009 PUD Primary Purchase Reduced 79.99 79.87 465,100
0029752417 BISESTO NY 10595 Single Family Primary Refinance Standard 74.71 74.65 325,000
0029752441 COHEN IL 60015 PUD Primary Purchase Standard 35.71 35.68 350,000
0029752540 MCGIRR CA 90275 Condominimum Primary Purchase Standard 80.00 79.93 344,000
0029752656 BERNSTEIN NY 10583 Single Family Primary Cash-out Refinance Reduced 50.72 50.68 350,000
0029752664 GOODE CA 92673 PUD Primary Purchase Standard 79.98 79.92 334,500
0029752680 DAUTEL IL 60047 PUD Primary Purchase Reduced 80.00 79.88 468,000
0029752755 CEBENOYAN NY 10708 Single Family Primary Purchase Reduced 80.00 79.93 392,000
0029752797 KROPP VA 20191 Single Family Primary Cash-out Refinance Reduced 69.53 69.47 299,000
0029752821 CALAMBRO MD 21104 PUD Primary Refinance Reduced 72.21 72.09 355,300
0029754306 KADZIAUSKAS CA 92679 PUD Primary Purchase Reduced 76.87 76.75 498,650
0029754777 WEEKS FL 33076 PUD Primary Purchase Standard 79.99 79.93 379,650
0029755170 KNAPP III NJ 07840 Single Family Primary Refinance Standard 79.54 79.54 350,000
0029755204 DANILE CT 06820 Single Family Primary Purchase Standard 90.00 89.86 369,000
0029755220 CAPONE MD 20878 PUD Primary Purchase Standard 79.99 79.93 319,200
0029755261 BERGMAN NY 10522 Single Family Primary Purchase Reduced 80.00 79.93 404,000
0029755303 MORKEN VA 22309 Single Family Primary Purchase Standard 80.00 79.87 305,600
0029755592 GIGANTINO CA 94598 Single Family Primary Cash-out Refinance Reduced 75.00 74.94 435,000
0029755600 HAYES CA 94507 Single Family Primary Purchase Standard 48.57 48.53 425,000
0029755642 REARDON VA 22305 Single Family Primary Purchase Reduced 80.00 79.93 492,000
0029758422 STAEBLER CA 95032 Condominimum Primary Refinance Standard 58.12 58.03 393,500
0029759263 STOUT UT 84010 Single Family Primary Cash-out Refinance Reduced 71.56 71.44 365,000
0029760154 GROTHE CA 94510 Single Family Primary Cash-out Refinance Reduced 80.00 79.84 308,000
0029760303 SCOGGINS CA 93311 Single Family Secondary Refinance Standard 80.00 79.87 308,000
0029762788 YORK CT 06903 Single Family Primary Cash-out Refinance Standard 62.50 62.39 375,000
0099007775 GALVIN SR VA 20176 PUD Primary Purchase Reduced 76.34 76.21 400,000
0099011421 LLANAS TX 78015 PUD Primary Refinance Reduced 80.00 79.82 332,000
0099012148 FARLEY VA 20175 Single Family Primary Purchase Reduced 80.00 79.86 336,800
0099012551 KESSLER MD 20850 PUD Primary Purchase Standard 80.00 79.87 521,600
0099020166 OLEJNIK CA 65023 Single Family Primary Cash-out Refinance Standard 54.86 54.74 389,000
0099020661 GOCKEL CA 95377 Single Family Primary Refinance Reduced 71.33 71.27 321,000
0099023640 MITCHELL MD 21797 PUD Primary Refinance Reduced 73.70 73.57 368,500
0099025066 KNORRING CA 95404 Single Family Primary Cash-out Refinance Standard 62.60 62.50 360,000
0099026007 LEGETTE VA 20176 PUD Primary Purchase Reduced 79.99 79.93 327,850
0099026411 MARTIN TN 38112 Single Family Primary Purchase Standard 80.00 79.86 312,000
0099026601 BENSON VA 22039 Single Family Primary Purchase Reduced 79.99 79.86 607,450
0099032294 SPILLE VA 22039 Single Family Primary Purchase Reduced 65.20 65.09 400,000
0099033151 WEBSTER TX 75093 PUD Primary Purchase Standard 80.00 79.93 604,000
0099033557 HAIGNERE JR CA 92109 Single Family Primary Cash-out Refinance Standard 59.66 59.56 355,000
0099034050 STECHSCHULTE OH 43017 Single Family Primary Purchase Standard 66.66 66.66 500,000
0099034456 AGDEPPA CA 94116 Single Family Primary Cash-out Refinance Standard 55.55 55.51 300,000
0099035685 BINDEMAN FL 33408 Single Family Secondary Refinance Standard 48.10 48.06 380,000
0099036477 OLSON MD 21035 PUD Primary Purchase Standard 79.99 79.86 606,950
0099037020 GOMES CA 94539 Single Family Primary Refinance Standard 77.77 77.65 350,000
0099037442 RAND CA 92009 PUD Primary Cash-out Refinance Standard 68.72 68.61 457,000
0099037459 PLOSHAY CA 95014 Two Family Primary Refinance Standard 65.00 64.89 494,000
0099037491 MAJOR WA 98039 Single Family Primary Purchase Standard 80.00 79.93 540,400
0099037582 BARENBERG CO 80127 PUD Primary Purchase Reduced 75.19 75.07 400,000
0099037699 JONES GA 30024 PUD Primary Refinance Standard 80.00 80.00 360,000
0099037855 WORRELL JR NC 27560 PUD Primary Purchase Standard 80.00 79.93 319,920
0099038085 MANCINI CA 94901 Single Family Primary Purchase Standard 80.00 79.93 298,400
0099038127 HADDY CA 94538 Single Family Primary Cash-out Refinance Standard 67.04 66.98 295,000
0099038150 REZAI CA 94115 Condominimum Primary Cash-out Refinance Standard 68.75 68.63 522,500
0099038515 HUNSICKER OR 97034 Single Family Primary Refinance Standard 80.00 79.80 412,800
0099038531 DOLIN CA 94553 Single Family Primary Purchase Standard 80.00 79.93 364,000
0099038614 JONES NC 28173 PUD Primary Purchase Standard 77.58 77.51 350,000
0099038762 YAP VA 20176 PUD Primary Purchase Reduced 79.99 79.86 335,350
0099039190 NUHAILY CA 92131 PUD Primary Purchase Standard 74.90 74.75 440,000
0099039224 JACKSON TX 75225 Single Family Primary Refinance Standard 77.11 77.05 374,000
0099040313 HARPER CA 95448 Single Family Primary Refinance Reduced 71.06 70.95 366,000
0099040420 DANGERMOND CA 94901 Single Family Primary Purchase Reduced 80.00 79.93 439,200
0099040446 JONES VA 22947 PUD Primary Purchase Standard 80.00 79.86 344,800
0099041378 CUSACK VA 22182 PUD Primary Purchase Reduced 80.00 79.93 319,200
0099042012 BEVAN CT 06426 Single Family Primary Cash-out Refinance Reduced 63.33 63.28 380,000
0099042129 BUMATAY CA 95131 PUD Primary Cash-out Refinance Standard 70.21 70.15 330,000
0099042608 CUMMINGS MA 02067 Single Family Primary Cash-out Refinance Reduced 63.93 63.93 335,000
0099042657 TAYLOR VA 23059 PUD Primary Purchase Standard 78.24 78.11 356,000
0099043077 ROMANO CA 92673 PUD Primary Purchase Standard 79.99 79.99 438,450
0099043135 ROGERS NC 28078 PUD Primary Purchase Standard 94.80 94.73 283,000
0099043242 MEADE CA 95020 Four Family Primary Purchase Standard 80.00 80.00 524,000
0099044703 SUNSERI CA 93101 Single Family Primary Purchase Reduced 74.59 74.47 323,000
0099044877 JOGLEKAR MA 02459 Single Family Primary Refinance Standard 50.88 50.84 402,000
0099045130 CLICK JR CA 95120 Single Family Primary Refinance Standard 59.56 59.41 369,300
0099045262 ZUNIGA CA 94127 Single Family Primary Refinance Standard 80.00 80.00 600,000
0099045346 REYNOLDS CA 94010 Single Family Primary Cash-out Refinance Standard 52.82 52.78 369,800
0099045528 WILLIAMSON TN 37205 Single Family Primary Refinance Standard 80.00 80.00 440,000
0099045718 HARRISON FL 33611 PUD Primary Purchase Standard 79.69 79.56 314,800
0099046666 WALKUP CA 94043 Single Family Primary Refinance Standard 50.00 50.00 320,000
0099046690 NILAND MA 02066 Single Family Primary Cash-out Refinance Standard 71.59 71.53 315,000
0099046708 SIEGLER CO 80401 PUD Primary Purchase Standard 75.60 75.54 310,000
0099046781 ANDREATOS VA 22030 Single Family Primary Refinance Reduced 71.31 71.26 476,750
0099046872 HIDALGO TX 77401 Single Family Primary Purchase Reduced 80.00 79.93 500,000
0099046948 ATCHISON PA 19425 PUD Primary Refinance Standard 66.54 66.48 298,100
0099047102 SPRING III CA 92694 PUD Primary Purchase Reduced 71.29 71.17 303,700
0099047110 DECKER IN 46032 PUD Primary Purchase Standard 61.94 61.49 350,000
0099047128 FAIRBANKS JR PA 19343 Single Family Primary Purchase Reduced 79.64 79.55 450,000
0099047136 BOETIG VA 20176 PUD Primary Purchase Reduced 79.98 79.92 401,000
0099047862 KULAWIAK CA 95404 Single Family Primary Purchase Standard 76.07 76.07 550,000
0099047953 REICHLE CA 95037 Single Family Primary Purchase Reduced 43.75 43.67 350,000
0099048183 HRAB CO 80918 PUD Primary Purchase Standard 79.99 79.93 296,450
0099048282 FOCER NY 11570 Single Family Primary Purchase Standard 80.00 79.93 320,000
0099048589 PERKINS CA 90064 Single Family Primary Refinance Standard 73.80 73.75 465,000
0099048688 MAHER CA 94549 Single Family Primary Purchase Standard 64.00 63.89 400,000
0099049140 CAMP IV MD 21122 Single Family Primary Refinance Reduced 80.00 79.78 392,000
0099049363 BLACKMAN CA 90068 Single Family Primary Refinance Reduced 54.57 54.48 382,000
0099049421 DURALIA OH 44021 Single Family Primary Purchase Reduced 68.19 68.09 358,000
0099049538 KURIHARA CO 80138 Single Family Primary Refinance Reduced 74.51 74.40 305,500
0099049892 BECKMAN CO 80465 PUD Primary Purchase Standard 70.00 70.00 644,000
0099050080 JANSEN CA 95648 PUD Primary Purchase Reduced 79.48 79.42 512,320
0099050221 HERON CA 95037 Single Family Primary Refinance Standard 68.35 68.30 666,500
0099050395 CAPUTO VA 22180 Single Family Primary Purchase Reduced 74.62 74.45 425,000
0099050478 MCLEOD VA 22302 PUD Primary Purchase Reduced 68.77 68.66 533,000
0099050486 COLEMAN VA 22304 PUD Primary Purchase Standard 79.99 79.86 550,200
0099050965 BAGLIO CA 92024 Condominimum Primary Refinance Standard 72.25 72.19 289,000
0099051179 DHINGRA VA 20171 PUD Primary Purchase Reduced 74.99 74.93 499,900
0099051211 SUTTON CA 94040 Single Family Primary Refinance Standard 64.13 64.04 506,650
0099053761 TREADWAY CO 80111 PUD Primary Purchase Reduced 72.11 72.05 375,000
0099054462 BAKER TN 37922 Single Family Primary Purchase Standard 80.00 79.94 312,000
0099054553 PHILLIPS PA 19444 Single Family Primary Purchase Standard 79.99 79.99 355,550
0099054793 LACAYO CA 92694 PUD Primary Purchase Reduced 79.99 79.93 315,350
0099055105 GINSBURG MD 21403 Single Family Primary Refinance Standard 76.91 76.79 311,500
0099055279 BELL CA 94704 Single Family Primary Refinance Standard 63.20 63.14 316,000
0099055337 DERVINIS PA 19425 PUD Primary Purchase Standard 79.99 79.92 311,900
0099056095 BENTLEY VA 22181 PUD Primary Purchase Reduced 80.00 80.00 376,000
0099056111 EWERS MI 48302 Single Family Primary Refinance Standard 54.57 54.52 352,000
0099056137 HURST CA 94041 Single Family Primary Cash-out Refinance Standard 55.38 55.34 360,000
0099056582 SLIVKA CO 80111 PUD Primary Refinance Standard 48.58 48.58 430,000
0099056715 CERASE JR AZ 85382 PUD Primary Purchase Reduced 89.98 89.92 334,250
0099056723 BURT OR 97202 Single Family Primary Purchase Standard 80.00 79.93 452,000
0099056772 YAGO CA 95124 Single Family Primary Refinance Standard 43.17 43.14 367,000
0099057127 OLMSTED TX 75225 Single Family Primary Purchase Standard 80.00 79.94 564,000
0099057408 FURBISH MD 21122 Single Family Primary Cash-out Refinance Standard 55.45 55.45 305,000
0099057994 GRIMES CA 94550 Single Family Primary Refinance Standard 71.74 71.68 473,500
0099058059 HAMMOND CO 80908 PUD Primary Refinance Reduced 80.00 79.93 400,000
0099059545 EVANS CA 91724 PUD Primary Cash-out Refinance Standard 70.17 70.11 400,000
0099060048 DICKSON CA 94086 Single Family Investor Refinance Standard 51.66 51.62 310,000
0099060337 BORIOLO CA 94038 Single Family Primary Cash-out Refinance Standard 59.70 59.70 400,000
0099060949 HOWARD OH 45255 Single Family Primary Purchase Standard 80.00 79.93 348,000
0099061012 JOHNSON CA 98004 Single Family Primary Purchase Standard 55.17 55.12 400,000
0099061038 HARVEY CA 94941 Single Family Primary Purchase Standard 71.03 70.98 650,000
0099061632 CRISMIER III VA 23229 Single Family Primary Cash-out Refinance Standard 43.47 43.44 500,000
0099061806 JACOBS IV TX 78257 PUD Primary Refinance Standard 39.80 39.77 298,550
0099063489 CHAPMAN VA 23226 Single Family Primary Purchase Standard 80.00 79.93 376,000
0099065096 CONNAUGHTON MD 20878 PUD Primary Purchase Standard 67.13 67.08 380,000
0099065823 HAMRICK JR AZ 85086 PUD Primary Purchase Reduced 89.99 89.93 292,336
0099066417 DEAN CA 95018 Single Family Primary Refinance Reduced 77.86 77.80 292,000
0099067159 CAMPBELL MD 20905 PUD Primary Purchase Reduced 79.99 79.87 493,450
6000457629 MCCULLOUGH TN 37027 PUD Primary Purchase Standard 80.00 79.93 406,385
6002542675 FROELICH CA 96161 Single Family Primary Cash-out Refinance Standard 57.69 57.64 300,000
6005169773 ENIG MD 20814 Single Family Primary Cash-out Refinance Standard 62.74 62.69 320,000
6006252347 BOROS SC 29926 PUD Investor Purchase Standard 77.92 77.92 300,000
6007790576 MAES CO 80016 Single Family Primary Purchase Reduced 79.97 79.97 349,000
6008519552 JOHNSON CA 94112 PUD Primary Purchase Rapid 80.00 79.93 528,000
6009030948 SCHAPIRO MD 21117 Single Family Primary Purchase Rapid 80.00 80.00 645,452
6010296074 FOSTER CA 94563 Single Family Primary Purchase Standard 56.52 56.52 650,000
6011051635 ZAIDMAN CA 91401 Single Family Primary Cash-out Refinance Rapid 70.00 70.00 406,000
6012803810 LIPP CA 91311 Single Family Primary Purchase Rapid 80.00 80.00 520,000
6014176132 GARDNER CA 93908 PUD Primary Purchase Rapid 80.00 79.93 340,720
6014253899 RIMMER WA 98119 Single Family Primary Cash-out Refinance Rapid 68.37 68.32 320,000
6014270067 SELIG CA 94550 Single Family Primary Refinance Rapid 67.39 67.32 310,000
6014920737 SOKELAND CA 94702 Single Family Primary Refinance Rapid 74.89 74.89 358,000
6015777342 SPARKES CA 95120 Single Family Primary Refinance Rapid 69.94 69.94 598,000
6015939918 XENOS CA 92661 Two Family Primary Cash-out Refinance Rapid 45.82 45.82 401,000
6017082329 NESEL WA 98092 Single Family Primary Refinance Rapid 79.83 79.83 293,000
6017492668 BALDWIN TX 77059 PUD Primary Purchase Rapid 80.00 80.00 465,760
6017994879 MOORE JR MA 02066 Single Family Primary Refinance Rapid 77.97 77.91 366,500
6020110943 PENROD CA 92688 PUD Primary Refinance Rapid 80.00 79.93 424,000
6021135188 MEDELLIN CA 95131 Single Family Primary Cash-out Refinance Standard 61.85 61.80 300,000
6021284739 FRAZIER TN 37212 Single Family Primary Refinance Rapid 79.40 79.40 397,000
6021918468 SARTIN CA 91201 Single Family Primary Purchase Rapid 80.00 80.00 520,000
6021972036 ALVAREZ NC 27560 PUD Primary Purchase Rapid 75.19 75.13 425,000
6023065300 ESQUER CA 94556 Single Family Primary Refinance Rapid 79.86 79.80 579,000
6023227827 KOCHANNY CA 94510 Single Family Primary Purchase Rapid 80.00 79.93 368,000
6025943652 ANDERSON CA 94606 Single Family Primary Cash-out Refinance Standard 69.56 69.50 400,000
6028656798 PELEG TX 77401 Single Family Primary Purchase Rapid 80.00 80.00 620,000
6028781604 FAIRBROTHER CA 94002 Single Family Primary Cash-out Refinance Standard 66.48 66.48 615,000
6028951769 MCCULLOUGH CA 90019 Single Family Primary Cash-out Refinance Rapid 69.69 69.69 338,000
6032218874 BAIER CA 95476 Single Family Primary Cash-out Refinance Rapid 56.39 56.39 335,000
6032424555 CHAN CA 94611 Single Family Primary Purchase Rapid 70.00 70.00 479,500
6033829539 ST CLAIR VA 22180 Single Family Primary Purchase Rapid 80.00 80.00 292,800
6034178084 RUBIO-CORTES CA 94100 High-Rise Condo Primary Purchase Rapid 80.00 79.93 604,000
6034254372 LUSCOMBE CA 95405 Single Family Primary Refinance Rapid 61.80 61.80 343,000
6034287976 PILOTO CA 92025 PUD Primary Refinance Standard 76.82 76.74 343,400
6034312865 KELLY FL 32176 Single Family Primary Purchase Standard 80.00 80.00 460,000
6034724762 KNIFFEN TX 75022 PUD Primary Refinance Rapid 71.44 71.44 600,100
6035606166 LARA CA 95127 Single Family Primary Purchase Standard 80.00 79.93 318,000
6036492442 ZUNIGA CA 94587 Condominimum Primary Cash-out Refinance Standard 75.00 75.00 300,000
6037752745 PARRISH MD 21401 Single Family Primary Refinance Standard 80.00 80.00 460,000
6038074669 SACKHEIM CA 95864 Single Family Primary Cash-out Refinance Rapid 64.18 64.18 475,000
6039369886 RAO CA 92614 PUD Primary Purchase Rapid 80.00 80.00 328,000
6039390023 TWIST CA 93442 Single Family Primary Refinance Reduced 67.92 67.92 360,000
6039447831 BUGLER WA 98075 PUD Primary Refinance Rapid 79.88 79.88 417,000
6039594905 SANCHEZ CA 92881 Single Family Primary Refinance Standard 80.00 80.00 352,000
6039697633 REEVES WA 98029 Single Family Primary Refinance Standard 49.41 49.37 425,000
6040280924 HAYES CA 95030 Single Family Primary Cash-out Refinance Rapid 35.94 35.91 390,000
6042188620 PAPPAS CA 90064 Single Family Primary Refinance Rapid 68.15 68.15 443,000
6042424645 FOUGHT CA 94018 Single Family Primary Cash-out Refinance Standard 64.04 63.99 285,000
6043273298 ISRAEL VA 22039 Single Family Primary Purchase Standard 80.00 80.00 585,600
6043360608 BERKES CA 90266 Single Family Primary Purchase Rapid 72.70 72.65 650,000
6044953526 SILVERBERG CA 90405 Single Family Primary Refinance Rapid 73.19 73.03 567,274
6046713381 FOSTER CA 92067 PUD Primary Refinance Rapid 37.91 37.87 817,000
6047397580 CHAN CA 94010 Single Family Primary Cash-out Refinance Rapid 41.00 41.00 615,000
6047497059 HILL CA 93907 Single Family Primary Refinance Standard 60.92 60.92 347,300
6047692188 GRABOWSKI TX 77005 Single Family Primary Purchase Rapid 80.00 79.93 454,400
6047831166 CHAMLEY CA 94402 Single Family Primary Cash-out Refinance Standard 58.00 58.00 290,000
6048295270 MOORE NC 27949 PUD Secondary Purchase Reduced 67.05 67.00 500,000
6048836453 SPESSARD JR GA 30022 PUD Primary Refinance Standard 71.36 71.36 335,400
6048909466 MURPHY CA 94611 Single Family Primary Purchase Standard 67.56 67.56 552,000
6049910521 KEOGH CA 94538 PUD Primary Refinance Standard 80.00 80.00 364,000
6050436325 WALLACE CO 80235 Single Family Primary Purchase Rapid 80.00 80.00 424,000
6051626197 GORDON MD 21631 Single Family Primary Refinance Rapid 73.33 73.33 286,000
6052615413 WOOD VA 22314 PUD Primary Purchase Rapid 80.00 79.93 357,360
6053613979 MANN CA 91604 Single Family Primary Purchase Rapid 80.00 79.93 314,400
6055366691 CRITTENDEN CO 80301 Single Family Primary Refinance Rapid 51.66 51.61 310,000
6056748665 SCHWARTZ CA 91604 Single Family Primary Refinance Reduced 80.00 79.94 440,000
6057185289 DAFFURN CA 95476 Single Family Primary Purchase Standard 80.00 80.00 348,000
6058000305 SMITH CA 90068 Single Family Primary Purchase Rapid 80.00 79.93 383,200
6059246816 KOELLER CA 95404 Single Family Primary Refinance Standard 57.86 57.86 433,950
6061324650 SIZEMORE CA 93023 Single Family Primary Refinance Rapid 63.55 63.50 375,000
6062523094 ZAK CA 94941 Single Family Primary Refinance Standard 55.00 54.95 385,000
6063562687 BRYANT CA 95124 Single Family Primary Purchase Rapid 80.00 80.00 536,000
6063727124 WHITMAN NC 27608 Single Family Primary Purchase Rapid 66.66 66.66 350,000
6064177311 YAU CA 95129 Single Family Primary Purchase Rapid 75.00 74.93 471,750
6065491745 READ IL 60035 PUD Primary Refinance Rapid 78.83 78.83 365,000
6066046019 MARTINEZ CA 94533 Single Family Primary Purchase Timesaver-2 79.99 79.93 300,600
6066947596 GREENBERGER CA 92869 Single Family Primary Purchase Rapid 80.00 79.93 400,000
6071069626 KENNEDY CA 91901 Single Family Primary Refinance Standard 71.13 71.13 377,000
6072364398 STADTLER CA 96148 Single Family Secondary Purchase Rapid 50.48 50.32 490,000
6072426668 PARISER CA 93950 Single Family Primary Cash-out Refinance Standard 64.38 64.18 367,000
6075300894 BRUHL CT 06430 Single Family Primary Cash-out Refinance Standard 67.16 67.16 450,000
6075435062 YUGUCHI CA 90064 Single Family Primary Refinance Standard 64.25 64.25 514,000
6076775292 MCGOVERN MA 02176 Single Family Primary Purchase Reduced 80.00 80.00 332,800
6077217989 FARROW CA 90275 Single Family Primary Purchase Standard 77.31 77.31 750,000
6077809272 MELLOR GA 30075 PUD Primary Purchase Rapid 80.00 79.93 284,000
6078923171 COWAN CA 94305 Condominimum Primary Cash-out Refinance Rapid 59.18 59.13 290,000
6079714942 MOULTON CA 95864 Single Family Primary Purchase Standard 90.00 89.93 323,100
6080470310 CRYER CA 94087 Single Family Primary Purchase Standard 80.00 80.00 512,000
6080738328 MOREY CA 90048 Two Family Investor Purchase Standard 62.50 62.50 500,000
6083145968 COX CA 90275 Single Family Primary Refinance Rapid 79.53 79.47 517,000
6086630164 MORRISON CA 94517 Single Family Primary Purchase Rapid 73.37 73.31 556,800
6088410599 WATSON CA 90275 Single Family Primary Refinance Standard 78.03 77.96 515,000
6092248738 CURRY VA 22310 PUD Primary Purchase Standard 80.00 80.00 538,400
6092476305 BOWERS CA 95648 Single Family Primary Refinance Rapid 62.58 62.58 485,000
6093118518 NANCE CA 94070 Single Family Primary Purchase Standard 80.00 79.93 664,000
6097486382 PHAN CA 94134 Two Family Primary Refinance All Ready Home 79.36 79.36 400,800
6099761030 PATERSON CA 94947 Single Family Primary Cash-out Refinance Rapid 55.14 55.09 314,300
6100781126 MARKS CA 94550 Single Family Primary Refinance All Ready Home 62.00 61.95 310,000
6102442594 MACK JR CA 94618 Single Family Primary Cash-out Refinance Rapid 62.50 62.50 400,000
6103637630 BRANDES CA 92591 PUD Primary Purchase Standard 77.46 77.46 330,000
6103757735 NICHOLSON CA 95003 Single Family Primary Cash-out Refinance Standard 73.52 73.47 300,000
6103860331 HULING FL 33158 Single Family Primary Refinance Standard 77.22 77.22 289,600
6104276057 ZEEDIK CA 91361 PUD Primary Refinance Standard 47.54 47.50 290,000
6104586869 WHITE VA 22209 PUD Primary Refinance Rapid 77.16 77.16 409,000
6107926658 STOOPS CA 94707 Single Family Primary Purchase Rapid 80.00 79.93 384,800
6108631711 PEABODY CA 95006 Single Family Primary Refinance Standard 70.00 69.94 393,400
6109027117 LEE CA 94122 Single Family Primary Refinance Rapid 73.05 73.05 705,000
6111368483 MCGONAGLE MD 20815 Single Family Primary Purchase Rapid 80.00 80.00 439,200
6111551922 PHAM CA 94539 Single Family Primary Refinance Standard 71.84 71.84 370,000
6113323734 CUTINO CA 93940 Single Family Investor Purchase Standard 69.15 69.15 296,000
6113739798 MCLEAN PA 15317 PUD Primary Purchase Rapid 77.41 77.41 480,000
6114057547 WOLFGRAM CA 92675 PUD Primary Cash-out Refinance Rapid 61.27 61.22 530,000
6114801910 CUMMINS VA 22003 Single Family Primary Purchase Standard 80.00 80.00 328,000
6117136967 SKAPER CA 93065 PUD Primary Purchase Rapid 67.93 67.87 375,000
6117365590 RIGALI CA 92627 Single Family Primary Refinance Rapid 69.89 69.89 325,000
6117628047 AFABLE CA 94112 Single Family Primary Purchase Rapid 80.00 79.93 328,000
6118265054 TOMASHEFSKI VA 22181 Single Family Primary Refinance Rapid 71.87 71.87 575,000
6118478608 SPINDLER TX 75252 PUD Primary Refinance All Ready Home 80.00 80.00 371,200
6118941480 POLLYDORE GA 30087 Single Family Primary Purchase Standard 80.00 80.00 540,000
6119352075 COMER JR CA 92130 Single Family Primary Cash-out Refinance Rapid 51.32 51.32 367,000
6119862966 DEVINCENT NC 28741 Single Family Secondary Refinance Rapid 51.42 51.42 450,000
6120655417 LUNDELL DC 20010 Townhouse Primary Purchase Rapid 80.00 80.00 356,101
6121174673 FILON FL 33446 PUD Primary Purchase Rapid 53.41 53.37 325,000
6124539252 VAZQUEZ CA 94112 Single Family Primary Purchase Standard 74.07 74.01 320,000
6128128185 MEDFORD MD 20716 Single Family Primary Refinance Rapid 80.00 79.94 464,000
6131676444 LANNES CA 94598 Single Family Primary Purchase Standard 79.99 79.93 439,900
6134442927 ALEXANDER NC 27858 Single Family Primary Purchase Rapid 69.39 69.33 297,000
6136748321 REYES CA 94015 Single Family Primary Cash-out Refinance Standard 68.08 68.08 320,000
6137194871 CEBALLOS CA 94015 Single Family Primary Purchase Rapid 74.73 74.73 355,000
6140629384 WILSON CA 95673 PUD Primary Cash-out Refinance Standard 58.82 58.82 500,000
6140767218 DIOSOMITO CA 90045 Single Family Primary Cash-out Refinance Standard 68.96 68.96 300,000
6140846442 MILLER CA 94553 Single Family Primary Purchase Standard 80.00 80.00 311,200
6141289758 MACKANIC CA 90254 Two Family Primary Purchase Rapid 80.00 79.93 432,000
6141380979 KENYON CA 93950 Single Family Primary Purchase Rapid 51.09 51.09 350,000
6141446424 GREGG CA 92131 PUD Primary Refinance Rapid 61.44 61.39 421,500
6141902517 SERRANO CA 95616 Two Family Primary Purchase Standard 89.98 89.98 359,500
6142199824 LIVINGSTON AZ 85234 Single Family Primary Cash-out Refinance Standard 65.34 65.34 330,000
6142335790 BOBST VA 22207 Single Family Primary Purchase Rapid 80.00 79.94 321,600
6142366225 MOORE CA 95120 Single Family Primary Cash-out Refinance Standard 68.63 68.63 477,000
6143033667 HILLIARD CA 94558 Single Family Primary Purchase Rapid 80.00 80.00 336,000
6143711890 GRAY CA 92673 PUD Primary Refinance Rapid 79.48 79.42 389,500
6144091029 MURPHY CA 94709 Single Family Primary Purchase Rapid 68.00 68.00 459,000
6146097271 WINTER VA 22207 Single Family Primary Purchase Standard 80.00 79.93 312,800
6147285818 PLUTH CA 93940 PUD Primary Refinance Rapid 35.29 35.26 600,000
6147824301 WENSLEY CA 91364 Single Family Primary Refinance Standard 75.55 75.49 340,000
6148550640 CARRERA CA 95076 Single Family Primary Refinance Standard 78.32 77.72 332,900
6149050608 KEMPA CA 92127 PUD Primary Purchase Rapid 72.53 72.53 420,000
6149666221 MCDONALD CA 94517 PUD Primary Purchase Rapid 65.08 65.08 330,000
6150422506 WELCH CA 94903 Single Family Primary Cash-out Refinance Rapid 68.03 68.03 415,000
6150907548 JUNG CA 94121 Single Family Primary Cash-out Refinance Standard 55.55 55.51 450,000
6151739023 NGUYEN CA 95130 Single Family Primary Purchase Standard 80.00 80.00 420,000
6155328328 CAPONIGRO CA 90803 Single Family Primary Purchase Rapid 61.98 61.98 300,000
6156609577 OSBORN CA 94526 Single Family Primary Refinance Rapid 40.00 40.00 340,000
6157771392 KINYON CA 94513 Single Family Primary Purchase Standard 79.99 79.99 358,250
6157838332 YOSHIDA CA 95404 PUD Primary Refinance Rapid 52.17 52.17 300,000
6158423910 PAOLUCCI CA 90274 Single Family Primary Cash-out Refinance Standard 66.66 66.66 500,000
6158790920 EAGER VA 20165 PUD Primary Purchase Standard 80.00 80.00 332,000
6160115058 SARELSON VA 20124 PUD Primary Purchase Rapid 80.00 80.00 340,800
6161638876 COSTLEY VA 22204 Single Family Primary Purchase Standard 77.33 77.33 290,000
6165274041 BICKFORD ME 04105 Single Family Primary Purchase Rapid 80.00 80.00 454,400
6165308385 MEAKIN CA 94107 Condominimum Primary Purchase Standard 76.13 76.13 319,000
6166024874 NGUYEN TX 77479 PUD Primary Purchase Standard 80.00 80.00 559,200
6166037900 HAMILTON NC 28445 Single Family Primary Refinance Standard 87.09 87.02 307,000
6167453544 CUSTODIO CA 94513 Single Family Primary Refinance Rapid 72.00 72.00 360,000
6169047807 RINDAL CA 94121 Single Family Primary Refinance Standard 46.66 46.62 476,000
6169208581 SMITH CA 95138 Single Family Primary Cash-out Refinance Rapid 69.44 69.44 500,000
6169603880 WEYMANN CA 92103 Single Family Primary Cash-out Refinance Standard 49.63 49.59 340,000
6169935050 IRVIN FL 33455 Single Family Primary Purchase Standard 90.00 90.00 324,000
6170301144 MILLER III SC 29401 Single Family Secondary Purchase Standard 85.71 85.64 300,000
6170414434 SHEHABI CA 94002 Single Family Primary Cash-out Refinance Rapid 55.00 55.00 385,000
6172525310 MOSCOSO CA 94015 Single Family Primary Purchase Standard 80.00 79.85 301,600
6175241675 RAFTERY CA 94070 Single Family Primary Purchase Rapid 80.00 79.93 320,000
6176650155 VICENTE CA 94014 Single Family Primary Cash-out Refinance Rapid 72.74 72.74 312,800
6177562664 BRANN CA 92009 PUD Primary Purchase Rapid 75.00 74.93 945,000
6178322084 BRYANT CA 94611 Single Family Primary Cash-out Refinance Rapid 70.00 70.00 518,000
6181234417 LEMAY CA 94925 PUD Primary Purchase Timesaver-1 79.01 78.94 320,000
6183286381 BRATTON CA 95762 PUD Primary Refinance Standard 79.26 79.26 325,000
6185069769 WHITE CA 95003 Single Family Primary Refinance Standard 69.89 69.89 650,000
6186237944 LIN AZ 85750 Single Family Primary Purchase Standard 84.83 84.77 330,000
6188156712 LEATHWOOD VA 20190 PUD Primary Purchase Rapid 80.00 80.00 308,000
6191897005 CHEDEKEL CA 94595 Single Family Primary Purchase Rapid 74.13 74.08 430,000
6191915849 BLAYLOCK FL 33037 Condominimum Primary Purchase Standard 65.00 65.00 650,000
6192246855 WHITE CA 94563 Single Family Primary Cash-out Refinance Rapid 55.17 55.17 400,000
6193476451 ODONNELL VA 20124 Single Family Primary Purchase Rapid 69.18 69.12 449,000
6193864276 MARION CA 94588 PUD Primary Cash-out Refinance Rapid 57.14 57.09 320,000
6195456048 YAFAI CA 95123 Single Family Primary Purchase Rapid 74.70 74.64 460,000
6195856668 WINSTON KS 66062 Single Family Primary Refinance Rapid 74.81 74.81 512,500
6197171579 FINNIGAN CA 90275 Single Family Primary Refinance Standard 66.59 66.54 432,850
6197440149 GORE CA 92705 Single Family Primary Purchase Rapid 79.93 79.93 478,000
6197454850 CUMMINGS CA 93110 Single Family Primary Refinance Rapid 66.86 66.80 441,300
6198448398 NELSON WA 98333 Single Family Primary Cash-out Refinance Standard 64.05 64.00 621,365
6199380475 CALLAHAN GA 30328 Single Family Primary Purchase Rapid 76.00 76.00 352,260
6201663660 CROOKS CA 95746 PUD Primary Refinance Standard 77.60 77.60 648,000
6202455603 LAWSON CA 94114 Condominimum Primary Purchase Standard 80.00 79.93 375,200
6203475345 WILLIAMS GA 30342 Single Family Primary Purchase Rapid 80.00 79.93 308,800
6204184177 MCGOVERN MA 02472 Single Family Primary Cash-out Refinance Standard 67.71 67.71 430,000
6204456211 DELSECCO CA 94070 Single Family Primary Purchase Rapid 58.62 58.57 425,000
6205806968 DORSEY NC 27949 Single Family Secondary Refinance Rapid 60.28 60.23 320,000
6207790616 COUCH CA 94062 Single Family Primary Refinance Standard 50.00 49.96 750,000
6208044070 ASHTON CA 94596 Single Family Primary Cash-out Refinance Standard 75.00 74.94 337,500
6212972126 STEIN CA 94903 Single Family Primary Purchase Standard 80.00 80.00 420,000
6214038355 SCHAUSS VA 23233 PUD Primary Purchase Rapid 80.00 80.00 464,000
6214097369 CAVALLI CA 95032 Single Family Primary Cash-out Refinance Standard 37.50 37.50 330,000
6215288421 BAKER CA 94587 Single Family Primary Refinance Rapid 62.52 62.43 297,000
6216075264 AUSTIN CA 94025 Single Family Primary Cash-out Refinance Standard 30.76 30.74 400,000
6216695723 KLIGER CA 94611 Single Family Primary Purchase Rapid 80.00 80.00 432,000
6216913613 RICHMOND CA 94803 Single Family Primary Cash-out Refinance Standard 71.03 71.03 309,000
6218171889 HERWEG CA 90814 Single Family Primary Purchase Standard 89.98 89.98 314,050
6219188668 PUSEY CO 80524 PUD Primary Refinance Rapid 42.13 42.13 343,000
6219758171 THOMAS CA 94122 Single Family Primary Cash-out Refinance Standard 75.00 74.93 637,500
6220001389 NELSON OR 97215 Single Family Primary Refinance Rapid 76.51 76.51 505,000
6220003625 DUNCAN CA 94558 Single Family Primary Purchase Rapid 69.99 69.94 335,900
6220361999 DREYER CO 80220 Single Family Primary Refinance Rapid 68.58 68.58 339,500
6220821471 BONIN CA 94560 Single Family Primary Refinance Rapid 79.28 79.21 333,000
6221964403 YECKLEY CA 92596 PUD Primary Purchase Standard 80.00 79.93 284,000
6222192004 MOHIUDDIN CA 94587 Single Family Primary Refinance Standard 80.00 80.00 336,000
6226896105 STEWART CA 95476 PUD Primary Cash-out Refinance Rapid 68.87 68.87 385,000
6230604693 SEARS CA 95945 Single Family Primary Purchase Reduced 80.00 80.00 344,000
6230906684 HAWK JR CA 95682 PUD Primary Refinance Rapid 67.87 67.81 526,000
6233474235 BOLLEN TN 37064 PUD Primary Purchase Rapid 80.00 79.93 297,600
6234100326 LITTON JR CA 94002 PUD Primary Cash-out Refinance Standard 66.24 66.24 520,000
6234462106 CRAIG NC 27410 Single Family Primary Purchase Standard 80.00 79.93 319,120
6237469116 CRAIG CO 80016 PUD Primary Cash-out Refinance Rapid 66.78 66.73 380,000
6237973885 HOOGHUIS CA 94533 PUD Primary Purchase Standard 79.98 79.98 383,900
6239244061 BRUGGEWORTH NC 28594 Single Family Secondary Purchase Rapid 80.00 80.00 400,000
6239705863 STRICKLAND SC 29223 PUD Primary Cash-out Refinance Rapid 70.00 70.00 455,000
6240387461 GOLDSTEIN CA 92128 PUD Primary Cash-out Refinance Rapid 69.56 69.50 400,000
6240428026 SAHIB CA 94401 Single Family Primary Cash-out Refinance Standard 75.00 74.94 333,750
6241353751 FORSTER CA 94502 PUD Primary Refinance Standard 54.95 54.90 577,000
6241911954 MALONE VA 23185 Single Family Primary Purchase Standard 80.00 80.00 534,480
6242081658 HUNTER CA 95008 Single Family Primary Refinance Rapid 69.74 69.68 408,000
6243423974 TALLORIN CA 94560 Single Family Primary Purchase Rapid 80.00 79.93 327,960
6245347940 LEE CA 94303 Single Family Primary Purchase Rapid 80.00 80.00 608,000
6245492118 JOHNSON CA 92648 PUD Primary Refinance Rapid 55.13 55.08 510,000
6245872863 PAUP CA 95008 Single Family Primary Cash-out Refinance Rapid 66.89 66.84 461,600
6246040650 PICKERING TX 77024 Single Family Primary Refinance Rapid 32.97 32.94 659,500
6246984410 WARFEL CA 94596 Single Family Primary Cash-out Refinance Standard 57.39 57.34 330,000
6247082040 JANSSEN CA 95008 PUD Primary Refinance Standard 66.66 66.66 480,000
6248945948 STORM CA 94306 Single Family Primary Refinance Rapid 79.71 79.64 550,000
6250926976 LONGHINI CA 94402 Single Family Primary Refinance Rapid 31.68 31.65 320,000
6250956601 WILLSEN CA 93923 Single Family Primary Refinance Standard 70.00 70.00 833,000
6251450596 ARCE OH 43221 Single Family Primary Purchase Rapid 80.00 80.00 476,000
6251536642 ADAMS UT 84109 Single Family Primary Refinance Rapid 80.00 80.00 456,000
6254548362 JACOBS CA 91302 Single Family Primary Purchase Standard 69.12 69.07 515,000
6254866855 BLOM CA 94558 Single Family Primary Purchase Rapid 80.00 80.00 604,000
6255403104 VALENTI CA 90068 Single Family Primary Refinance Standard 71.55 71.49 483,000
6255739259 PENNER CA 95667 Single Family Primary Purchase Standard 90.00 90.00 378,000
6256230365 GERMAN CA 93908 PUD Primary Refinance Standard 75.42 75.42 445,000
6257690781 JOWERS VA 22039 PUD Primary Purchase Rapid 79.99 79.99 420,750
6257808342 TATGE TX 77459 PUD Primary Purchase Rapid 70.41 70.41 649,000
6258436846 MENDOZA CA 94602 Single Family Primary Purchase Standard 80.00 80.00 332,000
6260648842 DEAN MO 63105 Single Family Primary Cash-out Refinance Standard 69.56 69.51 400,000
6261285008 MANNO CA 90803 Single Family Primary Refinance Reduced 76.88 76.88 335,200
6262285924 JOHNSON CA 94403 Single Family Primary Cash-out Refinance Rapid 70.00 70.00 532,000
6262788869 MAIL MD 21658 Single Family Primary Cash-out Refinance Standard 79.00 79.00 576,700
6263227149 GUIN CA 94550 PUD Primary Purchase Rapid 58.05 58.00 450,000
6263932482 ANDERSON CA 90210 Single Family Primary Refinance All Ready Home 32.75 32.73 950,000
6264454288 SANTINA CA 92024 Single Family Primary Refinance Rapid 50.24 50.20 304,000
6264630465 COOK CA 94945 Single Family Investor Purchase Standard 40.00 40.00 300,000
6265480233 BOWLES JR SC 29906 Single Family Primary Purchase Rapid 84.00 84.00 348,600
6265706660 WILSON GA 30269 PUD Primary Cash-out Refinance Rapid 68.77 68.77 392,000
6267414321 MCCARTHY CA 90815 Single Family Primary Cash-out Refinance Rapid 69.85 69.85 429,600
6267642012 DAHL II CA 94019 Single Family Primary Purchase Standard 80.00 79.93 432,000
6274527115 HIPP CA 94123 Condominimum Investor Cash-out Refinance Standard 46.51 46.51 400,000
6275721030 STREETT CA 91040 Single Family Primary Purchase Rapid 80.00 79.93 620,000
6275722897 KELLER CA 90808 Single Family Primary Refinance Standard 80.00 80.00 376,000
6277356470 HOLLAND CA 94061 Single Family Primary Cash-out Refinance Standard 72.22 72.22 325,000
6278078172 HENDERSON TX 75225 Single Family Primary Purchase Standard 80.00 80.00 540,000
6278628190 MORPHIS CA 92026 Single Family Primary Purchase Standard 80.00 80.00 320,000
6278648107 BRIGINO-BUENAVE CA 94510 Condominimum Primary Purchase Standard 90.00 89.93 301,500
6279326489 YIPP CA 91107 Single Family Primary Purchase Standard 80.00 79.93 324,000
6280916955 SINGLETON MD 21012 Single Family Primary Refinance Rapid 45.89 45.86 355,700
6283912332 KELLY CA 95118 Single Family Primary Cash-out Refinance Rapid 57.69 57.64 375,000
6285158421 CHAN CA 94116 Single Family Primary Cash-out Refinance Standard 69.09 69.09 380,000
6285528086 CALI CA 95030 Single Family Primary Cash-out Refinance Rapid 34.37 34.34 550,000
6285645757 GONZALEZ CA 95122 Single Family Primary Refinance Standard 72.22 72.16 312,000
6285788995 VAN ZYL CA 94121 Single Family Primary Refinance Rapid 76.20 76.14 487,700
6287412107 THOMPSON CA 94122 Single Family Primary Refinance Standard 60.91 60.91 600,000
6287738998 GURNEY CA 94110 Single Family Primary Refinance Standard 68.11 68.06 345,000
6289328194 LYNCH CA 94965 Two Family Primary Cash-out Refinance Standard 55.00 55.00 550,000
6291508833 ECONOMOU CA 92118 Single Family Primary Cash-out Refinance Standard 65.00 65.00 578,500
6291934278 WILHELM CA 90703 Single Family Primary Purchase Rapid 90.00 89.93 360,000
6292824205 MARTINEZ CA 94588 PUD Primary Refinance Standard 66.26 66.26 356,481
6296085068 DAVIS JR CA 94070 Single Family Primary Cash-out Refinance Rapid 53.71 53.71 470,000
6296190074 BERGERON CA 96150 PUD Primary Cash-out Refinance Rapid 70.00 70.00 595,000
6297103761 BROADLEY CA 92672 PUD Primary Purchase Rapid 80.00 79.93 552,000
6297591759 MEITCHIK CA 92009 Single Family Primary Purchase Rapid 80.00 80.00 502,000
6297626373 NISSE CA 94116 Single Family Primary Purchase Rapid 66.66 66.61 320,000
6297982883 KALIKHMAN MD 20777 Single Family Primary Purchase Standard 79.31 79.24 460,000
6298210474 LORENZ CA 92253 PUD Primary Refinance Rapid 50.54 50.50 650,000
6298725885 CAPRIO JR CA 90069 Single Family Primary Cash-out Refinance Standard 72.47 72.47 395,000
6299024387 DE LA CRUZ CA 95148 Single Family Primary Refinance Standard 74.98 74.87 333,700
6299987096 ELSIN CA 95117 PUD Primary Purchase Standard 90.00 90.00 324,000
6300522197 WORKMAN VA 22101 Single Family Primary Purchase Rapid 80.00 80.00 568,000
6301114937 CAMPBELL CA 94941 Single Family Primary Cash-out Refinance Rapid 70.00 70.00 444,500
6301802507 CRAFT CA 93923 Single Family Primary Cash-out Refinance Standard 59.37 59.37 380,000
6302100851 WINKLER CA 94707 Single Family Primary Refinance Rapid 37.26 37.23 354,000
6302169179 GLAGO CA 95442 Single Family Primary Cash-out Refinance Standard 43.36 43.36 425,000
6303717968 FULCINITI AZ 86336 Single Family Primary Refinance All Ready Home 77.92 77.92 300,000
6305071646 WILLIAMS CO 80538 Single Family Primary Purchase Standard 80.00 80.00 308,000
6305263045 MIGOL CA 94086 Single Family Primary Purchase Rapid 80.00 79.94 382,400
6305472984 THOMAS CA 92649 PUD Primary Purchase Rapid 79.11 79.04 500,000
6305782614 JOYCE SC 29928 PUD Secondary Refinance Standard 67.94 67.84 713,450
6305893395 FELLOWES MD 21054 PUD Primary Refinance Rapid 80.00 80.00 406,400
6306880482 LOH JR CA 92131 Single Family Primary Purchase Rapid 77.16 77.16 525,000
6307888500 JOHNSON TX 77493 PUD Primary Refinance Standard 74.17 74.11 333,800
6308236493 SIMPSON CA 94404 Condominimum Primary Purchase Rapid 80.00 80.00 320,000
6308703310 LUU CA 95121 Single Family Primary Refinance Standard 66.53 66.48 998,000
6309024740 EMESON CA 92869 PUD Primary Purchase Rapid 80.00 80.00 360,000
6309347992 DILLARD CA 94588 Single Family Primary Purchase Rapid 80.00 79.93 432,000
6310963126 ROSS AZ 86351 PUD Primary Refinance Rapid 73.95 73.88 366,066
6311255324 LATZ CA 95051 Single Family Primary Purchase Standard 72.00 72.00 360,000
6312026914 ALVARES CA 95118 Single Family Primary Purchase Standard 70.90 70.85 390,000
6312462812 HAASE CA 93001 PUD Secondary Purchase Rapid 74.28 74.28 650,000
6312993485 HANSEN CA 94618 Single Family Primary Purchase Rapid 50.58 50.58 430,000
6313104553 BEIRAMI CA 95120 Single Family Primary Purchase Standard 75.00 75.00 487,500
6313737337 HARRIS CA 91107 Single Family Primary Cash-out Refinance Standard 58.18 58.18 640,000
6314326825 MASON TX 75205 Single Family Primary Refinance Rapid 67.15 66.74 481,500
6314956092 GUTIERREZ CA 90049 Single Family Primary Purchase Rapid 80.00 80.00 522,400
6315335148 PINKERTON CA 94065 Single Family Primary Refinance Rapid 41.13 41.10 362,000
6315570595 MEZA CA 92057 PUD Primary Purchase Rapid 80.00 79.92 352,000
6316067948 COSCA CA 93455 PUD Primary Cash-out Refinance Standard 53.84 53.78 350,000
6318301063 LEE CA 95124 Single Family Primary Refinance Rapid 75.00 75.00 459,750
6318643274 ATHEY CA 94305 Single Family Primary Purchase Standard 24.76 24.74 347,400
6320193300 ORTTUNG CA 94025 Single Family Primary Refinance Rapid 46.42 46.42 650,000
6321555556 ECK NC 27858 Single Family Primary Purchase Rapid 80.00 79.93 289,200
6322408136 MICHAELS NV 89117 PUD Primary Purchase Rapid 87.70 87.64 578,875
6322554129 LOBRE CA 94115 Condominimum Primary Purchase Standard 80.00 80.00 296,000
6322716405 BURSTEIN CA 91302 PUD Primary Refinance Standard 59.16 59.12 710,000
6323668621 WILLEY OH 44122 Single Family Primary Purchase Standard 90.00 89.92 315,000
6326433080 KRUSE CA 94564 Single Family Primary Purchase Reduced 93.16 93.09 300,000
6327144306 SCHOTSAL CA 95816 Single Family Primary Purchase Rapid 80.00 79.94 391,200
6329137142 GOLDSTEIN CA 91320 PUD Primary Purchase Rapid 50.68 50.68 350,000
6329597675 WILSON WA 98075 Single Family Primary Cash-out Refinance Standard 58.62 58.62 469,000
6331386497 CMAYLO CA 95060 Single Family Primary Cash-out Refinance Rapid 69.18 69.13 375,000
6331626595 WEATHERLY NC 27949 PUD Secondary Refinance All Ready Home 65.51 65.18 304,000
6332365243 LEUNG CA 95121 Single Family Primary Purchase Rapid 80.00 80.00 344,000
6333939038 LIEBERMAN MD 20817 Single Family Primary Purchase Rapid 70.00 69.94 538,300
6335660244 HANDS CA 95124 Single Family Primary Refinance Rapid 80.00 80.00 368,800
6338060822 VALENTINE TX 75019 Single Family Primary Purchase Standard 79.98 79.92 343,339
6338853754 MORALES VA 20175 PUD Primary Refinance Rapid 73.15 73.15 321,900
6338971168 LUNDQUIST CA 94595 Single Family Primary Cash-out Refinance Standard 65.88 65.88 336,000
6338975615 FRANKEL CA 92591 Single Family Primary Purchase Rapid 79.99 79.99 391,750
6341072921 GUISE CA 90803 Single Family Primary Purchase Standard 80.00 80.00 428,800
6341605654 FORD TX 77041 PUD Primary Purchase Rapid 70.00 69.41 436,100
6341710132 FREHLING FL 33707 Single Family Primary Purchase Rapid 80.00 79.94 409,200
6343988892 AJAYI CA 95242 Single Family Primary Purchase Standard 80.20 79.52 306,400
6344019879 OBER VA 22124 PUD Primary Purchase Rapid 80.00 80.00 432,000
6345231333 DOBROTT CA 94114 Single Family Primary Refinance Rapid 43.80 43.73 460,000
6348826790 TAYYAR CA 91101 Single Family Primary Refinance Rapid 80.00 80.00 308,000
6350250855 MAY CA 94568 Condominimum Primary Purchase Rapid 80.00 79.93 332,000
6350828650 VALENZUELA CA 95121 Single Family Primary Refinance Standard 75.25 75.25 301,000
6350916760 BURTON NC 27502 PUD Primary Purchase Rapid 78.26 78.19 450,000
6351258170 BUJALSKI CA 95130 Single Family Primary Cash-out Refinance Standard 67.20 67.20 373,000
6351259194 MULLANEY MN 55072 Single Family Primary Cash-out Refinance Standard 70.00 70.00 343,000
6351364168 CHASUK CA 94559 Single Family Primary Cash-out Refinance Standard 75.00 75.00 975,000
6352068941 TRAN CA 95131 PUD Primary Purchase Standard 80.00 80.00 392,800
6352235086 LAZARCHICK FL 32514 Single Family Primary Refinance Rapid 75.16 75.10 457,000
6352275942 RODRIGUEZ CA 90710 Single Family Primary Purchase Rapid 74.99 74.99 344,245
6353688358 BARRETO CA 91316 Single Family Primary Cash-out Refinance Rapid 69.91 69.85 395,000
6353913814 MCDONOUGH CA 92024 Single Family Primary Purchase Rapid 80.00 80.00 519,200
6355186120 TAYLOR TX 75287 Single Family Primary Purchase Rapid 80.00 79.93 324,000
6355960649 BONZANO II VA 20120 PUD Primary Purchase Rapid 80.00 80.00 388,000
6356353323 FREDERICK CA 94028 Single Family Primary Refinance Rapid 38.23 38.23 650,000
6356948684 LI CA 90402 High-Rise Condo Secondary Refinance Rapid 37.37 37.34 327,000
6357418109 GARTLAND CA 93442 Single Family Primary Purchase Rapid 80.00 79.93 439,200
6357488623 CEFALU CA 94513 PUD Primary Purchase Rapid 83.97 83.91 314,473
6357599494 JENNINGS CA 94010 Single Family Primary Cash-out Refinance Rapid 38.42 38.42 365,000
6357904835 VINUEZA CA 91791 Single Family Primary Cash-out Refinance Rapid 69.93 69.87 321,000
6358453535 MOORE CA 95404 PUD Primary Refinance Rapid 58.11 58.11 340,000
6359043475 LAIU CA 94588 PUD Primary Refinance Standard 66.01 66.01 373,000
6359243463 HACKETT CA 90046 Single Family Primary Purchase Standard 80.00 79.93 576,000
6362172733 HEWIG III MA 01945 Single Family Primary Cash-out Refinance Rapid 73.70 73.70 342,000
6362251990 BRYSK CA 94118 Condominimum Primary Purchase Rapid 79.92 79.92 421,600
6362313055 AMIN CA 95376 Single Family Primary Purchase Rapid 75.00 75.00 359,112
6362670702 LENART WA 98072 Single Family Primary Purchase Standard 80.00 79.93 316,000
6364013398 KIM VA 22101 Single Family Primary Purchase Rapid 80.00 79.93 532,000
6364542743 DESILVA CA 92270 PUD Secondary Refinance Rapid 78.04 78.04 320,000
6368193824 PECCHENINO CA 95003 Single Family Secondary Refinance All Ready Home 35.50 35.47 300,000
6368640014 DESMARAIS CA 94925 Single Family Primary Purchase Standard 80.00 80.00 439,200
6371633477 MCDONALD CO 80501 Single Family Primary Refinance Rapid 15.50 15.50 310,000
6371826022 CAMPBELL CA 93908 PUD Primary Refinance Standard 62.34 62.34 358,500
6371958296 BRAKE JR CA 90278 Condominimum Primary Purchase Rapid 89.88 89.88 382,800
6373534350 SAMANIEGO CA 92009 PUD Primary Cash-out Refinance Rapid 75.00 74.94 348,750
6373790234 TANNER TX 76064 Single Family Primary Refinance Rapid 80.00 79.93 464,000
6375079784 KERR CO 81621 PUD Primary Cash-out Refinance Standard 69.11 69.11 546,000
6375518336 BOSSE-HAYDEN CA 92602 PUD Primary Purchase Standard 79.98 79.79 297,650
6377241523 KOPF JR SC 29926 PUD Primary Cash-out Refinance Rapid 53.33 53.29 453,386
6377475709 SMITH CA 95051 Single Family Primary Refinance Standard 76.47 76.47 650,000
6377734295 NAVE TN 37205 Single Family Primary Refinance Standard 72.14 72.14 386,000
6378804238 GRANT CA 92117 Single Family Primary Purchase Standard 95.00 94.92 361,000
6380274123 DAVIS CA 95118 Single Family Primary Purchase Standard 76.92 76.92 650,000
6381844726 GLEESON CO 81225 PUD Secondary Refinance Rapid 29.85 29.85 500,000
6382141460 DINSMORE MA 01886 Single Family Primary Refinance Rapid 66.98 66.98 355,000
6383675086 GILLIS CA 92025 PUD Primary Cash-out Refinance Standard 80.00 80.00 392,000
6384774284 ANDERSON CA 91364 Single Family Primary Purchase Rapid 73.92 73.92 353,000
6387230714 PAOUR IV CA 90503 Single Family Primary Refinance Rapid 72.47 72.47 308,000
6387375311 PICCIOTTO CA 93101 Single Family Primary Purchase Rapid 80.00 79.94 416,000
6387808956 LEE CA 93463 Single Family Primary Purchase Standard 80.00 79.93 581,600
6387918839 DANG CA 95864 Single Family Primary Purchase Standard 80.00 79.84 424,000
6389324663 JOCHEC CA 92705 Single Family Primary Purchase Standard 80.00 80.00 559,200
6392873433 OLSON CA 94587 Single Family Primary Cash-out Refinance Rapid 75.00 75.00 322,500
6393460412 BEY CA 92131 PUD Primary Purchase Rapid 80.00 80.00 583,200
6393608358 BROWN CA 93905 Single Family Primary Cash-out Refinance Standard 80.00 80.00 287,200
6393767147 NGUYEN CA 90806 PUD Primary Purchase Rapid 79.99 79.93 341,635
6393799876 JUAREZ CA 95762 Single Family Primary Purchase Rapid 80.00 79.93 316,000
6396978030 DIXON JR VA 22901 Single Family Primary Refinance Rapid 74.23 74.23 452,000
6397301828 ACOSTA CA 94550 PUD Primary Refinance Standard 78.78 78.70 323,000
6397882983 KEPHART CA 94402 Single Family Primary Refinance Standard 46.18 46.18 351,000
6398810207 LUE CA 94544 PUD Primary Refinance Standard 56.89 56.85 367,000
6399105961 FRIEDMAN CA 96161 Single Family Primary Refinance Rapid 32.00 32.00 800,000
6399941233 SPIELLER CA 90210 Single Family Primary Refinance Rapid 31.75 31.75 635,000
6400723596 BREEN CA 94539 Single Family Primary Cash-out Refinance Standard 57.03 57.03 385,000
6402261900 YEE TX 75209 Single Family Primary Refinance Rapid 47.22 47.18 384,900
6402425885 TAYLOR CA 95814 Single Family Primary Cash-out Refinance Rapid 64.88 64.88 292,000
6402850470 BROWN FL 33544 Single Family Primary Cash-out Refinance Rapid 60.80 60.80 380,000
6403086983 FIERO CA 92106 Single Family Primary Cash-out Refinance Rapid 58.33 58.33 350,000
6403144105 BUDDRUS CA 94521 Single Family Primary Refinance Standard 61.30 61.15 442,000
6405308294 BICKLER CA 90405 Condominimum Primary Refinance Standard 53.33 53.28 400,000
6406091964 WIKIDAL CA 92679 PUD Primary Purchase Standard 79.99 79.99 521,850
6406730710 GLUCKSTEIN CA 90077 Single Family Primary Refinance Standard 40.23 40.23 342,000
6409343255 LAMSON NY 13753 Single Family Secondary Refinance Standard 69.00 69.00 345,000
6410175845 FISHER CA 95746 Single Family Primary Refinance Rapid 64.00 64.00 384,000
6411332437 HARRISON CA 95014 Single Family Primary Refinance Rapid 55.27 55.27 503,000
6412676303 HUANG CA 94010 Single Family Primary Refinance Standard 73.44 73.44 650,000
6416437488 SERRIN VA 22201 Single Family Primary Refinance Rapid 75.15 75.15 360,000
6418206519 KYSER TX 75119 Single Family Primary Purchase Rapid 80.00 80.00 479,200
6419446304 WALSH CA 95123 Single Family Primary Refinance Rapid 73.28 73.22 366,400
6420171206 ERAZO CA 94063 Two Family Primary Cash-out Refinance Standard 75.00 75.00 450,000
6420316884 JUDD CA 92860 Single Family Primary Refinance Standard 80.00 80.00 325,600
6424840517 OSMUS CA 94595 Single Family Primary Refinance Rapid 80.00 79.93 456,000
6425611065 MORRISON MI 48836 Single Family Primary Refinance Rapid 80.00 79.94 314,400
6425890875 GREENBERG CA 94523 Single Family Primary Cash-out Refinance Rapid 66.18 66.13 281,300
6426759475 TRACY CA 94402 Single Family Primary Refinance Rapid 26.25 26.25 420,000
6427349268 D'AGOSTINI CA 94588 PUD Primary Refinance Rapid 74.31 74.26 327,000
6427829384 CONE MD 20874 Single Family Primary Refinance Standard 64.54 64.54 710,000
6430942133 DEPREZ CA 95120 Single Family Primary Cash-out Refinance Rapid 45.39 45.36 345,000
6432952064 PITT CA 92647 Single Family Primary Refinance Rapid 76.48 76.48 348,000
6433618805 SANOJA WA 98074 Single Family Primary Purchase Rapid 70.16 70.11 329,400
6434523319 YOUNG VA 20120 PUD Primary Purchase Standard 80.00 79.94 308,000
6436468893 CLIFF CA 94550 Single Family Primary Cash-out Refinance Rapid 51.23 51.23 333,000
6436945106 CALDERON FL 33707 PUD Primary Purchase Standard 80.00 80.00 364,000
6439364990 HAND CA 94901 Single Family Primary Refinance All Ready Home 50.00 50.00 350,000
6442074552 BACHAR CA 91367 Single Family Primary Refinance Standard 71.74 71.64 369,500
6442922701 FRY CA 95014 Single Family Investor Purchase Standard 64.91 64.86 396,000
6443160889 DI IULLO CA 90274 Single Family Primary Refinance Standard 69.93 69.81 507,000
6443581977 GODBER CA 92661 Single Family Primary Purchase Standard 80.00 80.00 540,000
6443877417 LE CA 94538 Single Family Primary Cash-out Refinance Rapid 75.00 75.00 322,500
6445188532 ALIMBUYUGUEN CA 94112 Single Family Primary Purchase Rapid 80.00 79.93 404,000
6446144393 PAINE CA 95037 Single Family Primary Cash-out Refinance Rapid 59.74 59.69 420,000
6446799634 MCCANDLESS SR SC 29926 PUD Primary Purchase Rapid 80.00 80.00 584,000
6446964022 HINKLE JR MD 20632 PUD Primary Refinance Standard 85.46 85.46 320,485
6447059152 OCHS FL 33549 PUD Primary Cash-out Refinance Standard 70.00 70.00 469,000
6447881936 RIGAS CA 92653 PUD Primary Refinance Standard 66.97 66.97 432,000
6448002672 SANDERS NC 27927 PUD Primary Refinance Stated 75.00 75.00 431,250
6448256278 FARRELL CA 95008 PUD Primary Purchase Rapid 80.00 79.93 328,000
6449077392 CANALS FL 33156 Single Family Investor Purchase Standard 60.00 60.00 300,000
6450747966 YANTIS SC 29464 Single Family Primary Cash-out Refinance Reduced 29.26 29.24 600,000
6451988874 KELLAR CA 95602 PUD Primary Refinance Rapid 64.13 64.13 400,850
6453397132 SCOTT CA 96148 Single Family Secondary Refinance Rapid 75.00 74.94 423,750
6453812916 BUTLER CA 94131 Single Family Primary Purchase Standard 67.59 67.59 459,000
6454020865 STURGES CA 94010 Single Family Primary Refinance Rapid 54.81 54.76 370,000
6454278497 SCHOONMAKER MA 01886 Single Family Primary Refinance Standard 67.84 67.84 441,000
6454553014 RATHJE IA 52338 Single Family Primary Purchase Standard 89.99 89.99 373,740
6454873073 WEDDING GA 31410 Single Family Primary Cash-out Refinance Rapid 63.58 63.53 550,000
6455470879 WAGNER CA 94070 Single Family Primary Refinance Standard 55.07 55.07 358,000
6458363048 AZIMI CA 91302 Single Family Primary Refinance Standard 69.73 69.73 530,000
6458825459 BRATTESANI CA 94010 Two Family Primary Cash-out Refinance Rapid 68.57 68.57 600,000
6461749811 FERRELL AZ 85259 PUD Primary Purchase Standard 80.00 80.00 416,000
6463909751 DEAN CA 92028 PUD Primary Refinance Standard 79.51 79.51 330,000
6467625999 BECK CA 94025 Single Family Primary Cash-out Refinance Rapid 28.94 28.92 550,000
6467855646 MOORE CA 95648 Single Family Primary Purchase Standard 73.39 73.39 400,000
6468293078 CERZA CA 94018 PUD Primary Refinance Rapid 80.00 80.00 468,000
6469951955 DORTCH JR MI 48439 Single Family Primary Refinance Rapid 59.09 59.09 650,000
6470692283 BURG CA 94025 Single Family Primary Refinance Rapid 78.57 78.57 550,000
6472172946 DRENTH CA 95403 Single Family Primary Purchase Standard 80.00 80.00 319,960
6473005780 YEATMAN JR VA 22458 Single Family Primary Refinance Rapid 76.77 76.77 476,000
6473261334 TOM CA 94132 Single Family Primary Purchase Rapid 80.00 79.94 332,000
6473837026 STEWART CA 95060 Single Family Primary Refinance Rapid 75.14 75.14 650,000
6473848981 ROBERTSON JR KY 41091 Single Family Primary Purchase Standard 89.71 89.71 285,300
6476400301 BONK MD 21771 Single Family Primary Purchase Rapid 80.00 79.94 300,000
6476973943 PERRY III FL 33704 Single Family Primary Purchase Rapid 66.66 66.66 300,000
6477606484 MESICA CA 91356 Single Family Primary Refinance Standard 68.31 68.31 649,000
6480390431 GORDON CO 80210 Single Family Primary Cash-out Refinance Rapid 79.85 79.85 650,000
6480703658 JOW CA 94122 Two Family Primary Cash-out Refinance Standard 43.47 43.44 500,000
6481331228 NORTON CA 91103 Single Family Primary Purchase Rapid 80.00 80.00 580,000
6483307879 COKER SC 29585 Single Family Primary Refinance Rapid 69.56 69.56 475,500
6484886418 AMAYA CA 94014 Single Family Primary Purchase Standard 79.98 79.98 471,900
6487647700 DE VITO CA 94941 Single Family Primary Refinance Standard 75.00 74.94 600,000
6489163771 OZGUC CA 95129 Single Family Primary Purchase Rapid 78.22 78.22 600,000
6489712866 HA CA 91724 PUD Primary Cash-out Refinance Standard 75.00 75.00 386,250
6490206270 REICH CA 92253 PUD Primary Refinance Standard 73.52 73.47 500,000
6490263313 PORTER CA 91604 Single Family Primary Refinance Rapid 68.73 68.68 299,000
6492215444 POLAK CA 95060 Single Family Primary Refinance Rapid 44.00 44.00 308,000
6492930828 STEPHENS CA 90046 Single Family Primary Refinance Standard 75.91 75.91 873,000
6493933896 DAVE CA 94576 Single Family Primary Purchase Standard 80.00 80.00 295,200
6494869628 BARDIN CA 94002 Townhouse Primary Refinance All Ready Home 72.46 72.40 500,000
6496966505 FARRELL VA 22066 Single Family Primary Purchase Standard 52.70 52.70 865,000
6497196433 MALLOY CA 92679 PUD Primary Cash-out Refinance Rapid 56.93 56.93 316,000
6497467834 YUN VA 22936 Single Family Primary Purchase Standard 92.18 92.11 295,000
6497614955 RAPP DC 20002 Single Family Primary Refinance Standard 74.29 74.29 401,200
6498509790 YOUNG CA 94539 Single Family Primary Refinance Standard 58.60 58.60 586,000
6500432031 BIRMAN CA 94611 Single Family Primary Purchase Standard 80.00 79.93 599,200
6500758815 BENCKE CA 94062 Single Family Primary Purchase Standard 80.00 79.94 440,000
6501845124 FRATELLO CA 90266 Single Family Primary Purchase Reduced 80.00 79.93 396,000
6502210179 CHEN CA 94539 PUD Primary Purchase Standard 80.00 80.00 325,600
6504202695 CASTELLO CA 95125 Single Family Primary Purchase Rapid 69.05 69.05 473,000
6504591824 JACKALONE CA 94553 Single Family Primary Cash-out Refinance Rapid 61.42 61.42 430,000
6505173358 BARR CA 92708 Single Family Primary Purchase Rapid 79.92 79.92 402,000
6505419223 SOLOMON FL 32308 Single Family Primary Refinance Standard 80.00 80.00 376,000
6506185583 VANDERGRIFF CA 94941 Single Family Primary Cash-out Refinance Rapid 56.84 56.79 415,000
6506999165 NOVELLI CA 95123 Single Family Primary Cash-out Refinance Rapid 72.68 72.62 308,900
6507551890 PAJCINI CA 95051 Single Family Primary Refinance All Ready Home 55.33 55.33 332,000
6508009492 DURANT CA 94506 PUD Primary Refinance Rapid 55.62 55.58 400,500
6508282610 MULLAN MD 21012 Single Family Primary Cash-out Refinance Rapid 71.84 71.84 347,000
6509674567 CLAVERO FL 33133 Single Family Primary Purchase Rapid 70.00 70.00 346,500
6510930628 MUNDAY WA 98109 Single Family Primary Cash-out Refinance Rapid 62.47 62.42 340,500
6511167287 SHROPSHIRE MA 02575 Single Family Secondary Refinance Standard 32.59 32.56 440,000
6511844091 OGBURN CA 94114 Condominimum Primary Refinance Rapid 63.49 63.49 327,000
6512367811 KHOJASTEH MO 63131 PUD Primary Refinance Rapid 57.25 57.25 635,500
6512837458 CHATOFF CA 94598 Single Family Primary Purchase Rapid 70.00 69.94 447,300
6513387735 DEPALO RI 02852 Single Family Primary Refinance Rapid 79.80 79.74 415,000
6513441052 KOEHLER CO 80104 PUD Primary Refinance Rapid 69.01 68.96 323,000
6513951431 DEBELING CA 94550 Single Family Primary Cash-out Refinance Rapid 74.71 74.71 325,000
6514674008 CALDOW VA 22181 Single Family Primary Refinance All Ready Home 65.00 65.00 403,000
6516801237 NIEKAMP JR SC 29680 PUD Primary Purchase Standard 95.00 95.00 285,000
6517209190 HALL CA 94061 Single Family Primary Purchase Standard 80.00 80.00 588,000
6518802175 CALDERA FL 33019 PUD Primary Refinance Standard 78.45 78.45 557,000
6519062696 DENTON VA 22576 Single Family Primary Purchase Rapid 79.91 79.91 361,600
6519597188 SLOO CA 94025 Single Family Primary Purchase Standard 69.23 69.23 900,000
6520136000 EAGERTON SC 29420 PUD Primary Purchase Rapid 74.07 74.01 380,000
6522451639 HERRERA CA 94402 Single Family Primary Refinance Rapid 70.00 69.94 630,000
6522489670 HA VA 22066 Single Family Primary Refinance Standard 77.97 77.97 616,000
6522984001 ALVAREZ FL 33146 Single Family Primary Cash-out Refinance Standard 56.83 56.83 346,700
6524473326 SHIREY III SC 29063 PUD Primary Purchase Rapid 79.99 79.99 395,757
6524702062 CHIN CA 94303 Single Family Primary Cash-out Refinance Rapid 36.32 36.32 472,200
6524884423 MILLER-SIMPSON CA 92661 Single Family Primary Refinance Rapid 73.99 73.99 643,000
6525084502 DICK NC 28782 Single Family Primary Cash-out Refinance Standard 75.00 74.94 394,500
6525110729 HIGHNOTE CA 92673 PUD Primary Purchase Standard 80.00 79.94 321,190
6528169474 FRADIN IL 60015 Single Family Primary Cash-out Refinance Rapid 67.30 67.30 350,000
6529507334 COTTER TX 77401 PUD Primary Purchase Rapid 80.00 79.93 380,000
6530042511 BLACKLEDGE FL 32937 Single Family Primary Refinance Rapid 79.35 79.35 369,000
6531116033 CARTER CA 94618 Single Family Primary Cash-out Refinance Rapid 57.50 57.50 460,000
6531304159 PANCHAGNULA CA 94550 Single Family Primary Purchase Rapid 79.99 79.99 562,000
6531569637 WARDEN CA 94903 Single Family Primary Purchase Rapid 46.15 46.11 300,000
6533918808 SHEEHAN MD 20815 Single Family Primary Purchase Rapid 74.05 73.99 488,000
6534665184 BUYAN CA 92673 PUD Primary Purchase Standard 70.00 69.94 582,400
6535309675 GRANT GA 30331 PUD Primary Purchase Standard 95.00 95.00 359,100
6536182154 WHEELER JR MN 55127 Single Family Primary Refinance Standard 79.05 78.99 336,000
6537559640 MARINO CA 94602 Single Family Primary Cash-out Refinance Standard 56.27 56.22 341,000
6537657261 CIMARUSTI CA 92007 Single Family Primary Cash-out Refinance Standard 45.00 44.96 585,000
6537988203 OVERBECK JR CA 95060 Single Family Primary Cash-out Refinance Standard 64.51 64.46 400,000
6539591609 SLOTNICK CA 95135 Single Family Primary Cash-out Refinance Standard 51.87 51.87 690,000
6539822277 SMITH CA 94618 Single Family Primary Purchase Standard 80.00 80.00 484,000
6541265127 THOMSON CO 80128 PUD Primary Purchase Rapid 53.01 53.01 466,000
6542497810 JACOBY CA 94618 Single Family Primary Refinance Standard 67.23 67.17 437,000
6544245282 KAMIBAYASHI CA 95628 PUD Primary Purchase Rapid 80.00 80.00 340,000
6544970798 FRANK CO 80126 PUD Primary Cash-out Refinance Rapid 63.71 63.71 360,000
6545932367 DUDLEY CA 95076 Condominimum Secondary Refinance Rapid 51.11 51.11 345,000
6548220604 BROWN NC 28031 PUD Primary Refinance Rapid 76.14 76.14 415,000
6549425327 KOCH CA 95746 Single Family Primary Cash-out Refinance Standard 68.08 68.08 320,000
6550222761 SCHILLER OR 97130 Single Family Secondary Refinance Standard 76.50 76.44 436,062
6550241019 TRAN CA 95020 Single Family Primary Purchase Rapid 61.31 61.26 360,000
6550454851 SCRIVANO CA 90254 Single Family Primary Purchase Rapid 80.00 80.00 532,000
6551488908 PAN CA 94116 Single Family Primary Refinance Rapid 73.11 73.05 340,000
6551667667 YOUNG CA 94920 Condominimum Primary Cash-out Refinance Standard 69.56 69.56 480,000
6554443082 WHITAKER MO 64089 Single Family Primary Refinance Rapid 70.00 70.00 350,000
6554920436 DYE AZ 85258 Single Family Primary Cash-out Refinance Standard 69.60 69.60 435,000
6555720587 THOMAS TX 75205 Single Family Primary Purchase Standard 62.79 62.79 675,000
6556324488 BJORK CA 92260 PUD Primary Refinance Standard 73.70 73.70 368,500
6556578653 DANIEL VA 20120 PUD Primary Purchase Rapid 79.83 79.77 427,750
6556630215 ANDERSON CA 94563 Single Family Primary Refinance Rapid 37.81 37.78 416,000
6557416812 FAZEKAS MA 02492 Single Family Primary Purchase Rapid 64.60 64.60 365,000
6558056328 AMIRIAN CA 91107 Single Family Primary Refinance Standard 79.52 79.52 417,500
6558511454 MORTON CA 95118 Single Family Primary Purchase Standard 65.63 65.63 340,000
6559130080 HILL CA 94720 Single Family Primary Purchase Rapid 80.00 79.93 480,000
6559179251 WARD CA 94806 Single Family Primary Purchase Standard 80.00 80.00 315,500
6559816969 KAGAWAN CA 92612 PUD Primary Purchase Rapid 80.00 80.00 468,000
6560007210 FORHAN CA 94517 Single Family Primary Cash-out Refinance Rapid 71.81 71.76 398,600
6560128586 LEITENBERG VA 20171 PUD Primary Purchase Rapid 80.00 80.00 324,000
6560907377 DEBORJA CA 94510 Single Family Primary Refinance Rapid 66.00 65.94 363,000
6562188513 MALALUAN CA 94112 Single Family Primary Cash-out Refinance Rapid 74.71 74.71 325,000
6565331813 MORRIS CA 90064 Single Family Primary Cash-out Refinance Rapid 58.61 58.56 381,000
6566036155 AKASHI CA 94118 Condominimum Primary Purchase Rapid 80.00 80.00 439,200
6566740491 GRIBBLE TX 75287 Single Family Primary Purchase Reduced 70.00 70.00 353,500
6567244709 MOHAPATRA MD 20878 PUD Primary Purchase Rapid 65.64 65.64 385,000
6569097287 COFFER CA 94131 Single Family Primary Refinance Rapid 80.00 79.94 500,000
6571147666 O'CONNELL MA 01915 Single Family Primary Refinance Standard 80.00 80.00 312,000
6573033245 WILLIAMS CA 95135 Single Family Primary Refinance Standard 51.43 51.43 482,500
6573727580 RUBIO CO 80227 PUD Primary Refinance Standard 79.37 79.37 567,500
6574219611 KHAGHANI CA 95120 PUD Primary Purchase Standard 80.00 79.94 504,000
6574551195 VAN TASSELL CA 94583 Single Family Primary Refinance Standard 70.43 70.37 405,000
6575220816 DIAZ CA 94587 Single Family Primary Refinance Standard 66.31 66.26 315,000
6575677650 HAHN CA 90638 Single Family Primary Refinance Standard 80.00 80.00 352,000
6577749812 ANTAKY CA 91602 Single Family Primary Purchase Rapid 80.00 79.93 615,400
6578792571 THOMPSON CA 95008 Single Family Primary Cash-out Refinance Rapid 62.40 62.40 312,000
6579424547 BURNS CA 94115 Three Family Primary Cash-out Refinance Standard 60.60 60.60 1,000,000
6579765618 HAAG CA 90275 Single Family Primary Purchase Standard 80.00 80.00 612,000
6583531162 ROHATGI DC 20016 Single Family Investor Purchase Standard 80.00 80.00 400,000
6584015553 DOAK WA 98006 Single Family Primary Purchase Standard 80.00 79.94 342,400
6585748871 JACKENTHAL UT 84098 Single Family Primary Purchase Standard 59.45 59.41 440,000
6585897413 WALDOCK WA 98109 Single Family Primary Refinance Standard 75.74 75.68 356,000
6588310430 HOWARD MD 20837 Single Family Primary Purchase Rapid 52.63 52.63 350,000
6589231841 GILLIE CO 81632 PUD Primary Cash-out Refinance Standard 55.12 55.12 430,000
6589989869 CHAIM CA 90064 Single Family Primary Cash-out Refinance Rapid 48.64 48.64 450,000
6590011943 CREECH JR SC 29223 Single Family Primary Refinance All Ready Home 60.48 60.48 375,000
6591247140 PATEL CA 90275 Single Family Primary Purchase Standard 46.51 46.51 700,000
6591298952 SAUERS CA 93023 Single Family Primary Cash-out Refinance Rapid 74.76 74.76 400,000
6592613274 LUCKHAM CA 94901 Single Family Primary Refinance Standard 48.80 48.80 305,000
6592984899 BONNER TX 75225 Single Family Primary Refinance Rapid 51.15 51.15 373,424
6593457788 IMBURGIA CA 91214 Single Family Primary Refinance Standard 76.02 76.02 650,000
6593527218 SCOTT CA 94559 Single Family Primary Purchase Rapid 90.00 90.00 314,100
6593814160 BEITER III TN 37027 Single Family Primary Purchase Standard 80.00 80.00 308,000
6594330513 WATANABE CA 94530 Single Family Primary Purchase Standard 80.00 79.93 440,000
6594537794 KRUZE CA 91784 Single Family Primary Refinance Standard 80.00 80.00 316,000
6594615442 LIU CA 91320 PUD Primary Purchase Rapid 70.00 69.94 329,196
6595194447 GEILHUFE CA 94301 Single Family Primary Cash-out Refinance Rapid 13.88 13.87 500,000
6596569027 LAI VA 20165 PUD Primary Purchase Rapid 80.00 80.00 344,000
6598282124 DEATON CA 91301 PUD Primary Purchase Rapid 80.00 80.00 448,000
6599581342 RACE JR CA 95138 Single Family Primary Purchase Standard 80.00 80.00 352,000
6599906861 PAYNE CA 94550 Single Family Primary Refinance Standard 39.02 39.02 400,000
6604055969 KRELING CA 94598 Single Family Primary Purchase Rapid 46.78 46.78 400,000
6604966926 HAGBERG CA 94010 Single Family Primary Purchase Rapid 70.00 70.00 612,500
6606077284 RIEDEL CA 95404 Single Family Primary Purchase Rapid 79.36 79.30 500,000
6606260781 NOBUKAWA CA 92131 PUD Primary Purchase Standard 80.00 80.00 348,000
6606986609 HODGES CA 95037 Single Family Primary Cash-out Refinance Standard 53.41 53.33 430,000
6607321772 WHARTON CA 94550 Single Family Primary Cash-out Refinance Standard 74.50 74.44 447,000
6609229080 MURRAY TX 75077 PUD Primary Purchase Standard 80.00 80.00 346,080
6610307321 FANG CA 91007 Single Family Primary Cash-out Refinance Rapid 60.31 60.31 386,000
6610749142 POGGENBURG CA 94947 PUD Primary Purchase Rapid 80.00 80.00 639,200
6611502326 THAXTON CA 94577 Single Family Primary Refinance Rapid 69.55 69.55 313,000
6612352473 CHAN CA 95135 PUD Primary Purchase Standard 80.00 80.00 454,320
6612796646 RAMOS CA 95118 Single Family Primary Cash-out Refinance Standard 80.00 80.00 368,000
6612920444 FELLS MA 02575 Single Family Primary Cash-out Refinance Standard 62.43 62.39 359,000
6613026944 ROSSI VA 22207 Single Family Primary Refinance Standard 80.00 80.00 300,000
6613284519 DEHAVEN GA 30342 Single Family Primary Refinance Standard 76.92 76.92 500,000
6616243421 ALUZRI CA 91208 Single Family Primary Cash-out Refinance Rapid 69.79 69.79 342,000
6616774714 VASWANI VA 22963 PUD Primary Purchase Rapid 80.00 80.00 312,000
6617056319 CAMACHO CA 94116 Single Family Primary Refinance Rapid 77.01 77.01 477,500
6617255762 ALAS CA 90024 Single Family Primary Refinance Standard 72.72 72.72 480,000
6617262321 TATOULIAN CA 91108 Single Family Primary Purchase Rapid 75.00 75.00 933,750
6617669343 MIDDLECAMP GA 30024 PUD Primary Purchase Rapid 80.00 79.92 330,564
6617956385 KING CA 94114 Two Family Primary Cash-out Refinance Standard 54.21 54.21 515,000
6622697990 DOBROW FL 33180 PUD Primary Purchase Rapid 79.88 79.88 434,400
6623405450 BRUGGEWORTH NC 27407 Single Family Primary Cash-out Refinance Rapid 64.42 64.37 456,100
6623812234 HATZOPOULOS CA 94062 Single Family Primary Cash-out Refinance Standard 52.26 52.26 392,000
6623849277 MULLALLY MI 48059 Single Family Primary Cash-out Refinance Rapid 53.14 53.10 465,000
6625116063 GOFF MN 55115 Single Family Primary Purchase Rapid 80.00 80.00 329,600
6626073982 BLOSKEY AZ 85262 PUD Primary Cash-out Refinance Rapid 61.90 61.85 325,000
6626963059 KOYL CA 92211 Condominimum Primary Purchase Rapid 80.00 80.00 444,000
6627814152 BAXTER OR 97520 Single Family Primary Purchase Rapid 80.00 79.94 507,000
6629063683 RAYBURN JR CA 94947 Single Family Primary Refinance Rapid 72.45 72.39 384,000
6629412328 HANNAH SC 29487 PUD Primary Cash-out Refinance Standard 57.58 57.58 345,500
6630694419 MARKS MD 20854 Single Family Primary Purchase Rapid 80.00 80.00 513,600
6630849492 HARDY CA 92591 Single Family Primary Purchase Rapid 77.80 77.80 426,000
6632027972 PALMER AZ 85268 PUD Secondary Purchase Standard 66.66 66.66 300,000
6632280431 IOLA TX 75225 Single Family Primary Purchase Rapid 64.86 64.81 600,000
6632698053 MCSWAIN CA 92673 PUD Primary Refinance Standard 66.41 66.41 288,900
6632914930 RUELLE IA 50111 Single Family Primary Refinance Standard 74.25 73.69 289,600
6633105025 SHINTANI CA 94549 Single Family Primary Purchase Standard 75.00 74.94 450,000
6633832115 GOLDENBERG NC 27615 PUD Primary Cash-out Refinance Rapid 74.64 74.58 315,000
6634382698 MILHOAN CA 95076 Single Family Primary Cash-out Refinance Standard 51.23 51.23 333,000
6634448044 LAGMAN CA 95376 Single Family Primary Purchase Standard 80.00 80.00 297,176
6634876533 HENDRIX CA 95123 Single Family Primary Refinance Standard 72.57 72.57 352,000
6635628768 RAHAMIM CA 92782 PUD Primary Purchase Standard 80.00 80.00 418,000
6636413079 CLUMECK CA 94131 Single Family Primary Refinance Rapid 34.53 34.51 392,000
6638135928 PAYTON CA 95003 Single Family Primary Cash-out Refinance Rapid 52.27 52.23 345,000
6640605140 COCKRELL CA 92118 PUD Primary Cash-out Refinance Standard 27.33 27.31 410,000
6642829201 LUNA CA 93907 Single Family Primary Cash-out Refinance Standard 52.87 52.82 390,500
6642911215 PRIDDY III VA 23226 Single Family Primary Purchase Rapid 76.55 76.55 400,000
6644464783 WALLACE JR GA 30265 PUD Primary Purchase Rapid 74.03 74.03 325,000
6645140549 STACEY IL 60047 PUD Primary Purchase Rapid 80.00 79.93 468,000
6645668291 WYCKOFF FL 33418 PUD Primary Purchase Rapid 72.51 72.51 430,000
6646466943 TATE-POULOS CA 94941 Single Family Primary Refinance Rapid 39.47 39.47 375,000
6647631545 POTTS JR NC 28211 PUD Primary Cash-out Refinance Standard 72.26 72.26 350,500
6647986758 ZUPAN NC 27560 PUD Primary Purchase Rapid 80.00 80.00 488,000
6648611322 CONGER MD 21029 Single Family Primary Cash-out Refinance Standard 70.00 69.94 490,000
6648715859 PATRICK OR 97201 Single Family Primary Purchase Rapid 80.00 80.00 440,000
6649625545 TUMBALI CA 94015 Single Family Primary Purchase Standard 80.00 80.00 424,000
6650046797 TATEM MD 20817 Single Family Primary Refinance Standard 78.87 78.80 422,000
6650159251 MUSCARDINI CA 95476 Single Family Primary Cash-out Refinance Standard 20.93 20.93 450,000
6650406603 HOLLANDSWORTH CA 90254 Condominimum Primary Purchase Rapid 80.00 80.00 535,920
6650549758 SMITH CA 94568 Single Family Primary Refinance Standard 80.00 80.00 384,000
6651431477 BROWN JONES CA 94115 Three Family Primary Refinance Standard 51.35 51.35 719,000
6653352713 HELLER PA 19035 Single Family Primary Refinance Rapid 77.97 77.78 538,000
6653596194 MCCLURE FL 33924 Single Family Secondary Purchase Standard 80.00 79.93 928,000
6654377313 STERN CA 94044 Single Family Primary Cash-out Refinance Standard 75.00 74.89 360,000
6655069950 JAVAHERNESHAN CA 92614 PUD Primary Purchase Standard 80.00 79.93 340,800
6655213830 BAKHTIARI CA 90046 Single Family Primary Purchase Rapid 80.00 80.00 441,600
6656076830 WAN CA 94118 Condominimum Primary Purchase Rapid 80.00 80.00 628,000
6656309462 PETERS VA 22207 Single Family Primary Refinance Rapid 49.47 49.43 423,000
6656443030 ALLEN CA 95070 Single Family Primary Refinance Standard 27.20 27.20 442,000
6658852428 CUPELLO CA 90732 Single Family Primary Purchase Rapid 80.00 80.00 346,000
6660404580 AOKI CA 92646 Single Family Primary Refinance Rapid 80.00 79.93 304,000
6660478048 FRANCESCHINI CA 94127 Single Family Primary Cash-out Refinance Rapid 67.62 67.62 495,000
6661326709 FABER CA 95409 Single Family Primary Refinance Standard 71.42 71.42 370,000
6663433362 BROWN CA 90706 Single Family Primary Refinance Standard 80.00 79.93 300,000
6663543400 GAGE CA 93035 Single Family Primary Refinance Standard 64.79 64.74 554,000
6664328264 HOLT CA 92683 Single Family Primary Purchase Reduced 80.00 79.93 316,000
6666812687 JAEGER CA 93923 Single Family Primary Cash-out Refinance Standard 35.00 35.00 385,000
6667206673 WARD VA 20191 PUD Primary Refinance Rapid 73.10 73.10 334,800
6669236868 FREEDMAN CA 90027 Single Family Primary Cash-out Refinance Standard 66.93 66.93 485,300
6670295572 WATSON VA 22947 PUD Primary Refinance Standard 76.50 76.45 547,000
6670755682 PARRISH GA 30180 Single Family Primary Purchase Rapid 80.00 79.92 300,000
6671794573 BULLOCH CA 94507 Single Family Primary Cash-out Refinance Rapid 51.70 51.70 349,000
6673026248 CARLSEN ID 83333 Single Family Primary Refinance Rapid 80.00 79.93 288,000
6675041039 ECKFORD CA 91109 Single Family Primary Cash-out Refinance Rapid 74.41 74.41 320,000
6678823250 JUNE JR VA 22901 PUD Primary Refinance Rapid 75.87 75.87 300,000
6681594054 HOLMES VA 22203 PUD Primary Purchase Rapid 80.00 80.00 314,400
6681715063 STABLER VA 22205 Single Family Primary Purchase Rapid 80.00 79.93 304,000
6682225716 HARTLEY CA 94706 Single Family Primary Purchase Rapid 80.00 79.93 360,000
6682547259 RUSH CA 94553 Single Family Primary Purchase Rapid 69.39 69.39 350,000
6682978629 BRANDEL VA 22102 Single Family Primary Purchase Rapid 58.57 58.57 353,500
6684008615 SPEKMAN VA 22901 Single Family Primary Purchase Rapid 79.20 79.14 400,000
6685199827 BISHO CA 94131 Single Family Primary Refinance All Ready Home 80.00 79.94 380,000
6686273217 GHILADI MD 20854 Single Family Primary Purchase Rapid 80.00 80.00 479,200
6686533974 ALLEN SC 29605 Single Family Primary Purchase Rapid 80.00 80.00 484,000
6687075710 YORK NM 87548 Single Family Primary Refinance Standard 44.93 44.90 359,500
6688101010 HIRSCHI MO 63021 PUD Primary Cash-out Refinance Rapid 62.96 62.96 340,000
6688640405 SLEZAK MD 21209 Single Family Primary Purchase Rapid 80.00 80.00 284,000
6689177233 FIELDS VA 22209 PUD Primary Purchase Rapid 74.95 74.95 389,000
6690061699 GIBBONS JR VA 22124 Single Family Primary Purchase Rapid 80.00 79.29 415,920
6691883091 DEBENEDETTI CA 94568 PUD Primary Refinance Rapid 68.46 68.41 393,000
6692407080 GORDON CA 94556 PUD Primary Purchase Rapid 48.38 48.38 450,000
6692788497 SCOTT GA 30213 PUD Primary Cash-out Refinance Rapid 65.17 65.17 365,000
6697602982 FREY CA 94558 Single Family Primary Purchase Reduced 80.00 80.00 345,600
6698302798 DIBBLE GA 30533 Single Family Primary Refinance Standard 80.00 80.00 324,000
6698373070 HELGESON CA 95003 Single Family Primary Purchase Rapid 69.93 69.87 400,000
6700458281 BERNARD CA 93021 PUD Primary Purchase Standard 74.90 74.84 312,000
6700791384 DELLHEIM AZ 85750 PUD Primary Purchase Standard 66.30 66.30 800,000
6702112555 ELLSON CA 94132 Single Family Primary Refinance Rapid 75.60 75.49 344,000
6702465839 FORNOLES CA 94588 PUD Primary Refinance Rapid 76.43 76.43 412,000
6702675585 MCLAUGHLIN NC 28480 Condominimum Primary Purchase Rapid 80.00 80.00 332,000
6704271326 WADE VA 22207 Single Family Primary Purchase Standard 78.56 78.56 549,950
6704501953 MCCLELLAND CA 95020 Single Family Primary Refinance Rapid 73.92 73.86 567,000
6706122311 MOWREY CA 95076 Single Family Primary Cash-out Refinance Rapid 71.32 71.32 470,000
6706813992 TONG CA 94552 Single Family Primary Cash-out Refinance Rapid 67.46 67.46 425,000
6707433519 CONNALLY CA 94061 Single Family Primary Purchase Rapid 67.56 67.56 375,000
6709668914 HILL OK 74137 PUD Primary Purchase Standard 85.00 85.00 533,375
6710207041 SUTTON NC 28462 PUD Secondary Refinance All Ready Home 70.62 70.62 337,600
6710936474 LAURENT MI 48302 Single Family Primary Refinance Standard 63.20 63.20 948,000
6711693546 WORLEY IL 60564 Single Family Primary Refinance Rapid 79.63 79.63 352,000
6712600664 COLSON CA 93105 Condominimum Primary Refinance Rapid 58.80 58.55 339,900
6714182463 LAGUETTE CA 92691 PUD Primary Purchase Rapid 80.00 80.00 371,920
6714325021 OMOHUNDRO SR CT 06430 Single Family Primary Refinance Reduced 53.84 53.84 371,500
6714635551 PINGEL CA 92103 Single Family Primary Cash-out Refinance Standard 65.35 65.35 500,000
6714853410 AMR CA 92833 Single Family Primary Refinance Rapid 65.10 65.10 459,000
6715098395 SWINFORD TX 77375 PUD Primary Purchase Reduced 80.00 79.94 314,320
6715372436 SUTHERLIN CA 95014 PUD Primary Refinance Standard 79.20 79.20 396,000
6715438203 FRENCH CA 94061 Single Family Primary Purchase Standard 80.00 80.00 462,400
6717548124 SNYDER CA 92672 PUD Primary Purchase Standard 80.00 79.93 385,600
6718278242 BENEDICT CA 95008 Single Family Primary Cash-out Refinance Standard 53.70 53.70 341,044
6718684993 STALLINGS TX 75093 PUD Primary Purchase Standard 78.94 78.94 600,000
6721756929 FOSKETT CA 94558 Single Family Primary Refinance Standard 53.14 53.09 372,000
6722140016 PAULSEN CA 92869 PUD Primary Refinance Rapid 80.00 80.00 380,800
6722688972 FLANIGAN CA 93105 Condominimum Primary Cash-out Refinance Standard 68.18 68.12 375,000
6722839724 KHEHRA CA 94587 Single Family Primary Cash-out Refinance Standard 73.02 72.96 425,000
6723328057 HALL JR CA 95076 Single Family Primary Cash-out Refinance Rapid 40.00 40.00 500,000
6725162504 PREUIT CA 95051 Single Family Primary Cash-out Refinance Rapid 56.00 55.95 350,000
6725487612 KHATRI CA 94539 Single Family Primary Refinance Standard 28.21 28.21 388,000
6727307560 MCKINNON VA 20165 PUD Primary Refinance Rapid 70.59 70.59 349,443
6727796879 BURRIS CA 92118 Single Family Secondary Purchase Rapid 62.89 62.89 500,000
6728848901 JUAREZ CA 94545 Single Family Primary Refinance Standard 71.21 71.21 292,000
6730955793 LATIMER FL 33181 PUD Primary Purchase Standard 90.00 89.93 450,000
6733270901 FRANZ GA 30004 PUD Primary Refinance Standard 72.28 72.22 300,000
6733492844 BARNETT CA 92352 Single Family Secondary Refinance Rapid 78.78 78.78 390,000
6733587890 HERSHMAN MA 02067 Single Family Primary Refinance Rapid 70.79 70.79 340,500
6734099895 LA PAGLIA CA 90049 Single Family Primary Refinance Standard 55.03 54.99 820,000
6734324525 ESKE CA 94510 Single Family Primary Refinance Standard 65.85 65.80 326,000
6735950286 STILES CA 94920 Single Family Primary Refinance All Ready Home 29.56 29.56 340,000
6736284875 MINNICH CA 93907 PUD Primary Cash-out Refinance Standard 74.25 74.25 375,000
6736290716 HOPEN CA 94539 Single Family Primary Cash-out Refinance Standard 66.96 66.96 375,000
6737937810 OLIVERA CA 94550 Single Family Primary Refinance Standard 80.00 80.00 392,000
6738504403 SCHIANTARELLI CA 94030 Single Family Primary Refinance Rapid 54.95 54.90 333,000
6738931440 PARKS CO 80516 PUD Primary Purchase Rapid 77.37 77.31 325,000
6740553273 LEHRER CA 92120 PUD Primary Purchase Rapid 80.00 79.94 357,600
6740635005 SUSER CA 91356 Single Family Primary Cash-out Refinance Standard 64.28 64.23 450,000
6742746040 HAWES CA 95120 Single Family Primary Cash-out Refinance Rapid 40.52 40.49 385,000
6742794800 BOWERS CA 92591 Single Family Primary Purchase Rapid 79.98 79.92 321,600
6743122860 SARMIENTO CA 95148 Single Family Primary Cash-out Refinance Standard 66.00 66.00 330,000
6743538461 KARLOWICZ CA 92887 PUD Primary Refinance Rapid 75.31 75.25 557,344
6743991298 RISHER NV 89451 Single Family Secondary Refinance Standard 73.33 73.33 440,000
6747851324 MORRIS OK 74137 Single Family Primary Refinance Rapid 80.00 79.93 352,000
6747996830 WEIST CA 90731 Single Family Primary Purchase Rapid 80.00 79.93 400,000
6748679161 REGAN CA 91208 Single Family Primary Purchase Reduced 80.00 79.93 327,200
6748762272 CERCHIAI CA 94123 Condominimum Primary Refinance Rapid 74.65 74.65 377,000
6749154529 NEWQUIST MD 20876 Single Family Primary Cash-out Refinance Rapid 70.00 70.00 465,500
6749183312 GRAUBART TX 77024 PUD Primary Purchase Standard 64.03 64.03 650,000
6751237717 BUI WA 98056 PUD Primary Refinance Standard 84.40 84.40 368,000
6752648136 PARE JR FL 34996 Single Family Primary Cash-out Refinance Standard 69.98 69.98 576,000
6753207957 EPPS TX 77005 Single Family Primary Purchase Rapid 80.00 80.00 452,000
6753701561 KULMAN CA 95032 Single Family Primary Purchase Rapid 41.54 41.51 365,000
6754550413 SIMON CA 92672 Single Family Primary Cash-out Refinance Rapid 63.69 63.64 300,000
6757498537 PETTIJOHN CA 92211 PUD Primary Purchase Rapid 80.00 80.00 512,000
6757796716 MERRYMAN KS 66221 PUD Primary Refinance Standard 80.00 79.93 323,200
6759695247 SMITH WA 98040 Single Family Primary Purchase Rapid 80.00 79.93 480,000
6759757369 BENNETT AZ 85262 PUD Primary Purchase Standard 80.00 79.94 405,076
6761308466 PEARCE OR 97068 Single Family Primary Purchase Standard 80.00 79.94 331,920
6761501268 GOLDENRING CA 91607 Single Family Primary Purchase Standard 65.28 65.23 432,500
6763621296 SABATIER FL 32082 PUD Primary Refinance Standard 45.45 45.45 1,000,000
6765626418 KENT CA 94121 Single Family Primary Purchase Standard 70.00 69.94 454,300
6768498583 OKAJIMA CA 92602 PUD Primary Purchase Standard 79.98 79.91 296,800
6768609734 TENNANT CA 95476 Single Family Primary Cash-out Refinance Rapid 65.14 65.09 400,000
6769173847 BASS GA 30114 PUD Primary Purchase Standard 75.29 75.29 366,000
6770800578 VARLEY CA 94044 Single Family Primary Refinance Rapid 78.51 78.37 369,000
6771868889 DELUISE CA 90069 Single Family Primary Refinance Standard 59.06 59.01 440,000
6773029084 DUNNIGAN SR CA 90008 Single Family Primary Purchase Standard 80.00 80.00 380,000
6773469918 MEYER MN 55441 Single Family Primary Purchase Rapid 80.00 80.00 420,000
6776462829 GIDEON MI 48167 Single Family Primary Purchase Rapid 66.01 66.01 340,000
6777897098 HUNT JR CA 93428 Single Family Primary Purchase Standard 80.00 79.93 540,000
6777952067 ROSS CA 95630 Single Family Primary Cash-out Refinance Rapid 75.00 75.00 349,500
6778932209 HARRIS-HICKEY CA 95032 Single Family Primary Cash-out Refinance Rapid 45.88 45.88 390,000
6780107949 WICK MD 20711 PUD Primary Purchase Standard 75.00 75.00 431,250
6781979601 HILL JR CA 90275 Single Family Primary Purchase Rapid 76.47 76.41 650,000
6784335876 MARQUEZ CA 95020 PUD Primary Refinance Standard 80.00 80.00 296,000
6785695757 BABERS MD 20854 Single Family Primary Purchase Rapid 80.00 80.00 636,000
6788084959 FOXHOVEN CA 90291 Condominimum Primary Refinance Rapid 77.60 77.60 388,000
6790956046 DECKER CA 94403 Single Family Primary Purchase Rapid 80.00 80.00 404,000
6791626606 COONEY GA 30004 PUD Primary Purchase Standard 73.73 73.66 400,000
6793506996 MARTIN CA 90008 Single Family Primary Cash-out Refinance Rapid 68.09 68.04 350,000
6793780617 MCKENZIE CA 94507 Single Family Investor Purchase Standard 65.00 65.00 650,000
6793968808 ANDERSSON CA 94583 Single Family Primary Cash-out Refinance Standard 62.85 62.85 330,000
6794221744 MCCONNELL CA 94306 Single Family Primary Refinance Rapid 15.54 15.53 621,738
6795361382 CANNING VA 22066 Single Family Primary Purchase Rapid 80.00 80.00 356,800
6795432902 CORAL CA 94015 Single Family Primary Refinance Standard 75.04 74.98 379,000
6798289416 DESIMONE VA 22903 PUD Primary Refinance Rapid 69.83 69.83 452,000
6798451610 YOUNT CA 92587 PUD Primary Refinance Rapid 79.81 79.81 439,000
6798982838 LIANG CA 94306 Condominimum Primary Purchase Standard 80.00 80.00 327,200
6799308660 KRUCHTEN FL 34108 High-Rise Condo Primary Purchase Rapid 68.02 67.97 500,000
6799859472 ROACH CA 92131 PUD Primary Cash-out Refinance Rapid 50.00 50.00 350,000
6800797919 SAXON CA 92024 Single Family Primary Refinance Standard 60.66 60.61 455,000
6801729549 ZELEZNICK CA 90274 Single Family Primary Refinance Standard 58.63 58.63 557,000
6802011715 LIND CA 94954 Single Family Primary Cash-out Refinance Rapid 73.93 73.93 329,000
6807537946 HIGBEE NM 87123 Single Family Primary Purchase Rapid 80.00 80.00 300,000
6809670943 SAZAMA FL 33330 Single Family Primary Refinance Rapid 79.16 79.11 380,000
6812663901 OSTREICHER CA 94611 Single Family Primary Cash-out Refinance Rapid 53.43 53.39 350,000
6817797910 TEKSLER CA 94025 Single Family Primary Refinance Rapid 69.43 69.38 920,000
6818141712 SHAPIRO AZ 85718 PUD Primary Purchase Rapid 80.00 79.93 364,000
6818545078 MORLEY PA 19047 PUD Primary Purchase Rapid 90.00 89.92 373,500
6818627991 KNIGHT CA 94403 Single Family Primary Purchase Rapid 80.00 79.93 465,600
6818985688 FARLEY CA 94306 Single Family Primary Purchase Standard 57.34 57.29 410,000
6824576034 MILLER CA 94947 Single Family Primary Cash-out Refinance Rapid 65.04 65.04 400,000
6824829011 ICHINAGA CA 94114 Single Family Primary Cash-out Refinance Standard 47.61 47.58 600,000
6825776641 BIRK MD 20852 PUD Primary Purchase Rapid 79.99 79.99 325,556
6828218823 ING JR CA 91902 Single Family Primary Refinance Rapid 79.96 79.18 479,800
6828886710 KLEINFELD CA 90025 Condominimum Primary Purchase Rapid 80.00 79.93 369,600
6830520844 WILLIAMS CA 95694 Single Family Primary Purchase Rapid 73.33 73.33 550,000
6830577059 QUIGLEY MD 20814 Single Family Primary Purchase Rapid 80.00 79.93 300,000
6830819329 ANDES CA 92653 PUD Primary Refinance Rapid 73.51 73.45 544,000
6831389926 HALBROOK CA 94611 Single Family Primary Purchase Rapid 80.00 80.00 320,000
6831744443 SOUZA CA 94552 PUD Primary Cash-out Refinance Rapid 69.51 69.51 358,000
6832028689 LINKEM WA 98338 Single Family Primary Refinance Standard 64.54 64.54 710,000
6834624774 HANADA CA 91214 Single Family Primary Refinance Rapid 80.00 79.93 414,400
6834699149 FISH CA 95135 Single Family Primary Refinance Rapid 47.59 47.59 583,000
6835973741 LEACH FL 33486 Single Family Primary Purchase Standard 70.32 70.32 320,000
6835975712 DAHLEN CA 94611 Single Family Primary Cash-out Refinance Rapid 72.00 71.93 360,000
6837022406 SNOW CA 95476 Single Family Primary Refinance Rapid 64.61 64.61 336,000
6837267266 HUNTER CA 90803 Single Family Primary Refinance Rapid 74.53 74.47 360,000
6839857387 GRUBBS TX 76109 Single Family Primary Purchase Standard 80.00 80.00 960,000
6839907547 BRAJKOVICH CA 91320 PUD Primary Cash-out Refinance Rapid 65.89 65.89 425,000
6840422213 FORD CA 95014 Single Family Primary Cash-out Refinance Rapid 55.00 55.00 550,000
6841478008 ASHENDOUEK CA 90210 Single Family Primary Refinance Rapid 66.46 66.40 650,000
6842447341 GALENO CA 94089 Single Family Primary Cash-out Refinance Standard 67.52 67.40 341,000
6843252369 HENDRY JR GA 30542 Single Family Primary Refinance Standard 70.50 70.50 349,000
6843876910 JENVEY CA 94801 PUD Primary Cash-out Refinance Standard 66.10 66.10 390,000
6845951778 THOMPSON CA 95746 PUD Primary Purchase Standard 79.97 79.97 575,000
6847524417 COLYER CA 95020 Single Family Primary Cash-out Refinance Rapid 67.40 67.40 306,000
6849522864 STAFFORD CA 92673 PUD Primary Purchase Rapid 51.51 51.47 425,000
6850354447 BRUNZIE CA 91103 Single Family Primary Purchase Rapid 80.00 80.00 392,000
6850602191 THOMPSON CA 94087 Single Family Primary Cash-out Refinance Rapid 53.33 53.33 416,000
6850962793 PATEL CA 92782 PUD Primary Refinance Rapid 80.00 79.93 396,000
6851251923 HANSEN CA 94062 Single Family Primary Cash-out Refinance Rapid 64.73 64.73 560,000
6851435591 SCHNEIDER CA 90036 Single Family Primary Purchase Rapid 65.04 64.98 400,000
6851505385 POWELL NC 28601 Single Family Primary Cash-out Refinance Standard 70.00 69.94 518,700
6853513759 PANCHAL CA 92103 Two Family Primary Purchase Standard 75.00 74.94 448,500
6854694764 GOREN CA 91301 Single Family Primary Cash-out Refinance Standard 73.82 73.82 313,750
6854978092 KAPLAN OR 97201 Single Family Primary Refinance All Ready Home 26.91 26.91 320,290
6855015928 EGBERT CA 92672 Single Family Primary Cash-out Refinance Rapid 64.86 64.86 493,000
6855428857 TSUANG WA 98034 Single Family Primary Refinance Standard 80.00 79.93 312,000
6857809963 BRITTAIN CA 93021 Single Family Primary Refinance Rapid 80.00 80.00 368,000
6858323758 BUTTERWORTH TN 38139 Single Family Primary Refinance Rapid 70.90 70.85 390,000
6858733667 CROUGH SC 29926 PUD Secondary Refinance Standard 48.40 48.40 363,000
6860333233 BABIOR CA 92103 Single Family Primary Refinance Rapid 59.77 59.72 520,000
6861139662 BERMAN FL 34239 Single Family Primary Purchase Rapid 80.00 80.00 396,000
6861967633 WILLIAMS CA 90291 Single Family Primary Cash-out Refinance Standard 69.46 69.40 389,000
6863787914 BOWCOTT CA 94526 Single Family Primary Purchase Rapid 56.55 56.50 410,000
6866186015 ALAMO CA 91737 PUD Primary Purchase Standard 79.99 79.99 463,400
6866512475 GLOVSKY MA 02421 Single Family Primary Purchase Rapid 66.86 66.66 550,000
6866524652 XU CA 94552 PUD Primary Purchase Standard 90.00 90.00 521,955
6867870120 PACE JR VA 22041 Single Family Primary Purchase Standard 70.00 70.00 456,400
6868746964 SHANMUGAM CA 92128 Condominimum Primary Purchase Rapid 80.00 79.93 359,600
6869872199 BALOUN CA 94805 Single Family Primary Purchase Rapid 80.00 79.93 288,400
6870682066 AMATYA CA 90034 Single Family Primary Cash-out Refinance Rapid 69.00 68.94 345,000
6870691612 MACKENZIE CA 94618 PUD Primary Refinance Rapid 58.57 58.57 410,000
6871755507 CURRAN CA 95124 Single Family Primary Purchase Standard 59.84 59.84 360,000
6871841026 RYLAND CA 93010 Single Family Primary Cash-out Refinance Rapid 75.00 74.94 345,000
6875561877 GREEN CT 06385 Single Family Primary Purchase Reduced 79.16 79.16 285,000
6876583789 HAMMOND AZ 85224 PUD Primary Cash-out Refinance Standard 75.00 74.93 352,500
6876849131 ALLEN VA 22015 PUD Primary Purchase Rapid 80.00 79.94 748,000
6877044294 SHEUNG CA 94002 Single Family Primary Refinance Rapid 64.60 64.54 323,000
6878310041 THOMPSON OR 97209 Condominimum Primary Refinance Rapid 73.75 73.68 295,000
6878746715 ARMSTRONG TN 38017 PUD Primary Purchase Rapid 80.00 79.93 340,000
6880620395 CLINE CA 90292 Condominimum Primary Purchase Rapid 80.00 79.94 308,000
6882296236 CLIFF SC 29466 PUD Primary Refinance Standard 80.00 80.00 371,200
6884483188 ANSELMA FL 33021 PUD Primary Purchase Rapid 80.00 80.00 397,440
6885310521 MCANULTY OR 97229 PUD Primary Purchase Rapid 80.00 80.00 386,400
6886180634 KELLY WA 98199 PUD Primary Refinance Standard 42.61 42.61 383,500
6887166590 WISE FL 34109 PUD Primary Purchase Rapid 80.00 80.00 607,775
6890098632 FAN CA 94925 Single Family Primary Refinance Standard 51.75 51.71 879,800
6891187046 WU VA 20120 PUD Primary Purchase Rapid 79.91 79.85 395,000
6891307685 KOVALESKI CO 80129 PUD Primary Purchase Standard 78.81 78.81 372,000
6895902242 NELSON CA 95037 Single Family Primary Cash-out Refinance Rapid 51.21 51.17 485,000
6896546485 GOODWATER NV 89703 Single Family Primary Refinance Rapid 74.88 74.82 322,000
6896731087 FLANAGAN CA 92602 PUD Primary Refinance All Ready Home 66.66 66.61 340,000
6897799463 VARGAS SR CA 92014 Single Family Primary Refinance Standard 76.76 76.76 522,000
6898889917 HO CA 91789 Single Family Primary Purchase Rapid 60.39 60.34 305,000
6900631984 RODRIGUEZ CA 94523 Single Family Primary Purchase Standard 80.00 80.00 476,000
6900797660 TUDOR CA 94043 Condominimum Primary Cash-out Refinance Rapid 61.14 61.14 321,000
6900966927 GOOD CA 90731 Single Family Primary Refinance Standard 73.87 73.66 410,000
6901090685 BUSH CA 94549 Single Family Primary Refinance Standard 70.00 70.00 381,500
6901272150 GEHRING CA 94544 PUD Primary Purchase Standard 70.00 70.00 472,500
6903268438 WILLIAMS VA 22204 PUD Primary Purchase Rapid 80.00 80.00 304,000
6903469002 GUZMAN CA 94112 Single Family Primary Refinance Rapid 79.52 79.46 338,000
6903512017 DAVIS SC 29063 PUD Primary Purchase Rapid 80.00 80.00 299,200
6905701063 MEDICI CA 91108 Single Family Primary Refinance Rapid 50.27 50.24 450,000
6906212235 VOORHEES CT 06801 Single Family Primary Refinance Reduced 80.00 80.00 372,000
6906714156 SKINNER CA 93442 Single Family Primary Refinance Rapid 74.46 74.46 383,500
6908739995 KIM CA 94015 Single Family Primary Purchase Standard 80.00 80.00 431,200
6912177471 LOCKETT CA 95452 Single Family Primary Refinance Standard 57.24 57.19 650,000
6912334262 HENSLEY CA 92101 High-Rise Condo Primary Purchase Standard 80.00 80.00 339,200
6914747040 HAWES III MO 64113 Single Family Primary Refinance Standard 75.00 75.00 487,500
6915089012 CATUREGLI CA 94070 Single Family Primary Purchase Standard 80.00 80.00 492,000
6917169515 BOUCHILLON AL 36532 PUD Primary Purchase Standard 71.17 71.17 400,000
6919305240 MARCHETTI CA 94588 PUD Primary Cash-out Refinance Standard 57.31 57.26 384,000
6920390363 JOSEPH CA 94014 Single Family Primary Refinance Standard 55.66 55.66 295,000
6922474629 STEFFLER CA 95120 Single Family Primary Purchase Rapid 68.99 68.93 445,000
6925289354 CHURCHILL CA 94925 Single Family Primary Purchase Standard 77.47 77.42 650,000
6926821726 CAALAMAN CA 94112 Single Family Primary Refinance Rapid 73.40 73.35 323,000
6927060837 CALDWELL CA 94941 Condominimum Primary Cash-out Refinance Standard 70.80 70.74 354,000
6931001488 NELSON CA 94552 PUD Primary Refinance Rapid 55.45 55.40 330,500
6931716465 SMITH CA 92120 Single Family Primary Purchase Rapid 73.80 73.73 400,000
6934337616 STRAUSBERG CA 94062 Single Family Primary Purchase Rapid 80.00 80.00 436,000
6937717038 DOMINGUEZ AZ 85382 PUD Primary Purchase Rapid 93.53 93.53 289,370
6943358702 KELLY MD 21286 Single Family Primary Purchase Rapid 80.00 79.93 468,000
6944930079 DEVETTORI CA 94577 PUD Primary Refinance Standard 71.77 71.72 323,000
6944986089 NEIBAUER CA 95020 Single Family Primary Refinance Standard 67.70 67.70 694,000
6945571500 TAURIAN CA 94404 Single Family Primary Cash-out Refinance Standard 63.80 63.80 638,000
6947116809 BYUN CA 92833 Single Family Primary Purchase Standard 80.00 79.93 340,000
6947390370 OLSON AZ 85331 Single Family Primary Refinance Rapid 55.47 55.47 321,750
6948803991 SELLERS CA 93907 Single Family Primary Refinance Rapid 80.00 79.94 388,000
6949838350 GUILL VA 20171 PUD Primary Cash-out Refinance Rapid 60.00 60.00 330,000
6950780988 CHAPMAN MD 20816 Single Family Primary Refinance Standard 50.57 48.51 404,594
6951374989 FISCHBECK III CA 92118 Single Family Primary Cash-out Refinance Rapid 65.65 65.65 650,000
6953470678 PHILLIPS CA 93950 Single Family Primary Purchase Standard 80.00 79.95 512,000
6954036189 BRIDGES WA 98177 Single Family Primary Purchase Rapid 80.00 80.00 336,000
6954207269 WILLIAMS CA 92253 PUD Secondary Purchase Rapid 66.66 66.66 500,000
6956047648 MORKOC CA 95616 Single Family Primary Purchase Rapid 80.00 80.00 412,000
6956180456 WEEDLUN MD 21043 Single Family Primary Refinance Standard 69.09 69.04 321,300
6956438268 MIGLIO CA 94517 PUD Primary Purchase Rapid 80.00 80.00 416,000
6958064013 ROBERTSON CA 93111 Single Family Primary Purchase Rapid 80.00 80.00 336,000
6959771269 HENDERSON MA 02446 Condominimum Primary Purchase Rapid 90.00 90.00 306,900
6960383674 PHAM VA 20120 PUD Primary Purchase Rapid 79.98 79.85 395,750
6960445200 STRINGFELLOW CA 92128 Condominimum Primary Cash-out Refinance Rapid 70.00 70.00 399,000
6961185110 DELISO CA 94127 Single Family Primary Cash-out Refinance Standard 46.87 46.83 750,000
6963232803 KIRKPATRICK CA 92624 Condominimum Primary Refinance Rapid 58.13 58.08 305,200
6965117663 MOFFITT TX 77401 Single Family Primary Purchase Standard 60.30 60.25 600,000
6966353333 BIERBAUM CA 92672 Single Family Primary Cash-out Refinance Rapid 50.63 50.63 360,000
6967774503 TRAIN DC 20007 Single Family Primary Cash-out Refinance Standard 41.00 41.00 410,000
6968632387 DIGIOVANNI CA 94618 Single Family Primary Purchase Standard 58.33 58.28 350,000
6968665247 BAKER CA 94949 PUD Primary Purchase Rapid 80.00 80.00 404,800
6971604670 PFAFF CA 92003 Single Family Primary Cash-out Refinance Standard 51.61 51.57 400,000
6972640582 POLLEY SR TN 37205 Single Family Primary Refinance All Ready Home 49.42 49.42 988,500
6973373415 JAHN CA 94611 Single Family Primary Refinance Standard 69.07 69.01 525,000
6975525129 LAWRENCE CA 95070 Single Family Primary Cash-out Refinance Standard 8.71 8.71 305,000
6978066832 RINNE WA 98144 Single Family Primary Refinance Standard 50.66 50.66 760,000
6979426308 LEVENSON MD 20812 Single Family Primary Cash-out Refinance Rapid 57.55 57.55 364,900
6982232511 BREEDLOVE GA 30518 Single Family Primary Purchase Rapid 80.00 79.93 387,920
6983156792 AUTHEMENT NH 03031 Single Family Primary Refinance Standard 76.31 76.31 431,161
6983211621 ON CA 94015 Single Family Investor Purchase Standard 73.05 73.05 347,000
6983848455 COCKE TN 37205 Single Family Primary Purchase Rapid 80.00 80.00 311,200
6984510831 WONG CA 94706 Single Family Secondary Purchase Rapid 80.00 79.93 377,600
6988134091 GANSMANN MO 63128 Single Family Primary Cash-out Refinance Rapid 74.61 74.56 341,000
6988988025 CONROY SC 29485 PUD Primary Purchase Rapid 80.00 80.00 384,000
6989661233 TOBIN GA 30022 PUD Primary Purchase Rapid 79.99 79.93 348,070
6991315299 SCOTT VA 23451 Single Family Primary Cash-out Refinance Standard 65.40 65.40 327,000
6992356714 BOULAIS FL 34103 Condominimum Primary Purchase Rapid 80.00 79.93 464,000
6993082111 OSTROM CA 94596 Single Family Primary Purchase Rapid 79.93 79.93 458,000
6993259321 IRWIN III MD 21014 Single Family Primary Cash-out Refinance Rapid 75.00 74.94 315,000
6996403447 PROCK CA 90275 Single Family Primary Purchase Rapid 70.00 70.00 479,500
6996964836 RUTLEDGE TX 75209 Single Family Primary Purchase Rapid 89.99 89.99 327,339
6997171647 FOREST CA 90278 Condominimum Primary Purchase Rapid 80.00 80.00 356,720
6997921132 LANG CA 95032 Single Family Primary Refinance All Ready Home 47.70 47.70 291,000
6999468777 NAVARRA CA 94014 Single Family Primary Purchase Rapid 80.00 79.94 440,000
LOAN 1ST PAY MATURITY ORIG INTEREST MONTHLY CURRENT REMAIN SCHEDULED APPRAISAL SALES
NUMBER DATE DATE TERM RATE P&I DUE DATE TERM PB FICO VALUE PRICE
------ ---- ---- ---- ---- --- -------- ---- -- ---- ----- -----
0028534576 20010601 20310501 360 7.500 3,076.54 20010801 358 439,344.88 760 550,000 --
0028803120 20000901 20300801 360 8.625 2,395.59 20010801 349 305,529.06 673 385,000 385,000
0028872364 20010601 20310501 360 7.250 2,510.41 20010801 358 367,424.11 766 465,000 464,279
0028950061 20010701 20310601 360 7.125 3,586.88 20010801 359 531,974.25 761 666,000 665,509
0028966695 20010601 20310501 360 7.250 2,675.50 20010701 358 391,109.31 678 450,000 --
0029077609 20010601 20310501 360 7.375 4,489.39 20010801 358 649,007.76 760 875,000 865,000
0029097565 20010701 20310601 360 7.250 2,812.61 20010801 359 411,978.37 683 516,000 515,411
0029125325 20010101 20301201 360 8.125 2,561.62 20010801 353 343,387.76 768 520,000 --
0029159027 20010401 20310301 360 7.875 2,447.11 20010801 356 336,561.75 697 460,000 --
0029161411 20001201 20301101 360 8.000 3,228.56 20010801 352 437,582.32 776 1,500,000 --
0029164779 20001201 20301101 360 8.250 2,306.76 20010801 352 305,445.45 714 400,000 383,873
0029200862 20001201 20301101 360 8.500 2,232.92 20010701 352 288,957.21 697 371,000 363,000
0029219979 20010401 20310301 360 7.500 2,447.25 20010701 356 348,951.22 668 490,000 --
0029303740 20010301 20310201 360 7.750 3,008.94 20010801 355 418,498.51 661 550,000 --
0029361805 20010701 20310601 360 7.375 2,569.31 20010801 359 371,716.94 757 465,000 --
0029395035 20010201 20310101 360 8.250 3,170.35 20010801 354 420,357.39 778 528,000 527,817
0029430931 20010601 20310501 360 7.125 2,155.90 20010701 358 319,486.68 721 710,000 --
0029441011 20010301 20310201 360 6.875 2,627.72 20010801 355 398,261.71 755 576,000 555,200
0029457934 20010301 20310201 360 7.500 3,527.54 20010801 355 500,856.61 787 640,000 --
0029458320 20010601 20310501 360 7.375 2,596.94 20010701 358 375,426.03 695 470,000 --
0029471232 20010701 20310601 360 7.250 2,728.71 20010801 359 399,687.96 773 1,025,000 --
0029479474 20010501 20310401 360 7.875 2,827.77 20010701 357 389,189.51 695 437,000 436,590
0029514452 20010601 20310501 360 7.625 3,082.44 20010701 358 434,849.93 699 650,000 --
0029517703 20010501 20310401 360 7.500 4,474.97 20010801 357 638,566.16 729 950,000 --
0029527116 20010601 20310501 360 7.250 2,237.54 20010701 358 327,486.71 735 410,000 --
0029527942 20010601 20310501 360 7.500 2,220.71 20010801 358 317,127.11 786 397,000 --
0029548096 20010601 20310501 360 7.375 6,906.75 20010801 358 998,473.48 754 1,650,000 1,650,000
0029548336 20010601 20310501 360 6.750 2,010.66 20010801 358 309,464.68 765 700,000 699,063
0029549102 20010601 20310501 360 7.250 2,653.67 20010801 358 388,391.25 629 490,000 489,000
0029551447 20010501 20310401 360 7.125 2,304.12 20010801 357 341,174.64 634 504,000 --
0029556933 20010501 20310401 360 7.000 2,956.22 20010801 357 443,242.93 793 636,000 635,000
0029558236 20010501 20310401 360 7.250 2,728.71 20010801 357 399,058.21 633 502,000 502,000
0029559085 20010401 20310301 360 7.625 3,340.79 20010801 356 470,576.67 752 590,000 590,000
0029567401 20010501 20310401 360 7.125 2,316.92 20010701 357 343,070.05 733 435,000 430,044
0029571866 20010501 20310401 360 7.250 2,558.16 20010701 357 374,117.07 703 500,000 --
0029576113 20010501 20310401 360 7.250 2,858.32 20010701 357 417,769.48 764 524,000 523,783
0029583804 20010601 20310501 360 7.250 2,155.68 20010701 358 315,505.49 633 395,000 398,000
0029585569 20010701 20310601 360 7.375 2,670.15 20010801 359 386,305.83 723 484,000 483,365
0029588647 20010601 20310501 360 7.125 3,422.49 20010701 358 507,185.11 692 635,000 635,000
0029591401 20010601 20310501 360 6.750 2,172.80 20010701 358 334,421.53 710 440,000 435,000
0029594280 20010701 20310601 360 6.750 2,594.39 20010801 359 399,655.61 703 520,000 --
0029595782 20010701 20260601 300 7.375 4,034.46 20010801 299 551,358.04 707 1,750,000 --
0029598745 20010601 20310501 360 7.125 2,560.13 20010801 358 379,390.44 693 509,000 475,000
0029600343 20010601 20310501 360 7.625 4,600.66 20010801 358 649,056.11 686 860,000 --
0029602406 20010501 20310401 360 7.250 2,767.25 20010801 357 404,694.91 776 545,000 545,000
0029604634 20010501 20310401 360 7.250 3,672.84 20010801 357 536,132.35 639 680,000 673,000
0029605938 20010501 20300701 351 7.500 2,802.06 20010701 348 397,050.41 759 670,000 --
0029607249 20010501 20310401 360 7.375 2,063.74 20010801 357 298,113.71 633 332,000 --
0029608221 20010501 20310401 360 7.375 2,365.57 20010801 357 341,243.02 712 475,000 --
0029610763 20010701 20310601 360 7.125 2,694.87 20010801 359 399,680.13 757 510,000 500,000
0029613049 20010601 20310501 360 7.500 2,846.98 20010701 358 406,560.74 791 513,000 508,964
0029615275 20010701 20310601 360 7.625 2,448.97 20010801 359 345,749.57 789 435,000 446,000
0029615788 20010601 20310501 360 7.125 2,580.34 20010701 358 382,385.62 759 590,000 590,000
0029616026 20010601 20310501 360 7.375 2,403.55 20010701 358 347,468.77 689 435,000 435,000
0029617784 20010601 20310501 360 7.250 2,517.24 20010801 358 368,422.54 766 535,000 --
0029618089 20010601 20310501 360 7.250 2,084.73 20010701 358 305,121.76 710 382,000 382,000
0029618402 20010501 20310401 360 7.375 2,900.84 20010701 357 419,035.33 756 770,000 --
0029619079 20010701 20310601 360 7.250 2,499.49 20010801 359 366,112.18 743 458,054 458,084
0029621570 20010701 20310601 360 7.500 3,146.47 20010801 359 449,666.03 789 825,000 --
0029622529 20010501 20310401 360 7.250 2,803.75 20010801 357 410,032.31 747 650,000 --
0029623642 20010601 20310501 360 7.250 3,410.88 20010801 358 499,128.43 730 2,000,000 --
0029624780 20010601 20310501 360 6.875 1,937.95 20010801 358 294,502.88 700 415,000 415,000
0029624897 20010601 20310501 360 6.875 2,699.98 20010701 358 410,307.44 701 675,000 --
0029624913 20010701 20310601 360 7.125 2,829.62 20010801 359 419,664.13 776 550,000 --
0029625027 20010701 20310601 360 6.875 2,200.71 20010701 359 334,718.56 702 550,000 --
0029625035 20010601 20310501 360 7.125 2,654.46 20010701 358 393,367.96 628 570,000 --
0029625050 20010701 20310601 360 7.375 3,626.05 20010801 359 524,600.51 790 925,000 --
0029625068 20010701 20310601 360 7.250 2,547.93 20010801 359 373,208.63 674 498,000 --
0029625639 20010701 20310601 360 6.875 2,266.41 20010801 359 344,710.15 742 460,000 --
0029625746 20010401 20310301 360 7.750 2,686.55 20010801 356 373,931.00 780 700,000 --
0029627494 20010601 20310501 360 7.000 1,862.85 20010701 358 279,539.62 754 475,000 --
0029627940 20010601 20310501 360 7.375 3,904.39 20010801 358 564,437.06 731 730,000 --
0029628542 20010701 20310601 360 6.875 2,190.57 20010801 359 333,174.85 724 445,000 444,607
0029629045 20010501 20310401 360 7.000 2,480.92 20010701 357 371,750.46 673 466,500 466,171
0029629201 20010601 20310501 360 6.750 2,490.62 20010801 358 383,336.90 790 480,000 480,000
0029629839 20010601 20310501 360 7.375 3,529.35 20010801 358 510,219.94 716 730,000 --
0029631116 20010601 20310501 360 7.000 2,714.43 20010801 358 407,329.19 693 530,000 510,200
0029631223 20010601 20310501 360 7.375 3,108.04 20010801 358 449,313.06 709 700,000 702,456
0029631231 20010701 20310601 360 7.125 3,031.74 20010801 359 449,621.88 758 635,000 605,000
0029631256 20010701 20310601 360 7.125 2,231.70 20010801 359 330,985.10 762 435,000 414,100
0029631306 20010601 20210501 240 6.875 2,387.91 20010701 238 309,784.25 697 352,500 346,000
0029631314 20010701 20310601 360 6.750 4,193.19 20010801 359 645,943.37 724 862,000 887,000
0029631330 20010601 20310501 360 7.375 2,541.69 20010801 358 367,438.24 697 460,000 --
0029631363 20010701 20310601 360 7.250 3,581.43 20010801 359 524,590.45 710 710,000 700,000
0029631397 20010701 20310601 360 7.125 2,678.70 20010801 359 397,282.05 687 497,000 --
0029631413 20010601 20310501 360 7.250 2,773.73 20010801 358 405,963.71 714 852,000 --
0029631421 20010701 20310601 360 6.875 2,299.25 20010801 359 349,705.96 718 575,000 --
0029632148 20010601 20310501 360 6.750 3,736.35 20010801 358 575,070.25 756 819,000 819,000
0029633922 20010601 20310501 360 7.375 2,486.43 20010701 358 359,450.46 625 480,000 --
0029634094 20010701 20310601 360 7.125 4,715.36 20010801 359 699,340.30 711 874,950 874,950
0029634359 20010601 20310501 360 7.500 4,544.90 20010801 358 639,032.19 766 850,000 --
0029634516 20010701 20310601 360 7.000 2,993.87 20010801 359 449,631.13 811 855,000 --
0029634680 20010601 20310501 360 7.250 3,383.59 20010801 358 495,207.31 720 620,000 620,000
0029634821 20010201 20310101 360 8.000 2,127.92 20010801 354 288,812.85 709 365,000 362,500
0029635539 20010601 20310501 360 7.000 2,341.86 20010701 358 351,421.26 707 445,000 440,000
0029635646 20010701 20310601 360 7.125 2,054.84 20010801 359 304,756.10 670 585,000 --
0029635752 20010701 20310601 360 7.125 3,243.96 20010701 359 481,114.95 637 710,000 --
0029635935 20010601 20310501 360 7.375 3,373.26 20010701 358 487,654.44 674 611,000 610,543
0029636032 20010601 20310501 360 7.125 2,640.98 20010701 358 391,371.18 700 490,000 --
0029636677 20010601 20310501 360 7.500 2,006.75 20010801 358 286,572.67 798 429,000 --
0029637147 20010601 20310501 360 7.250 2,485.51 20010801 358 363,638.78 725 458,000 455,458
0029637303 20010501 20310401 360 7.750 2,276.40 20010801 357 317,072.86 724 398,000 397,606
0029637998 20010601 20310501 360 7.375 3,867.78 20010801 358 559,145.16 640 700,000 --
0029639697 20010601 20310501 360 7.625 3,114.30 20010801 358 439,361.04 772 550,000 550,000
0029639796 20010701 20310601 360 7.500 2,824.83 20010701 359 403,700.17 706 505,000 --
0029639820 20010601 20310501 360 7.250 6,119.13 20010701 358 895,596.27 712 1,300,000 --
0029641412 20010501 20310401 360 7.750 2,149.24 20010801 357 299,360.67 784 420,000 --
0029645892 20010601 20310501 360 7.375 3,038.98 20010801 358 439,328.32 681 570,000 552,835
0029646692 20010701 20310601 360 7.250 3,138.02 20010701 359 459,641.15 737 760,000 --
0029646932 20010501 20310401 360 7.375 2,596.94 20010801 357 375,136.23 749 472,000 470,000
0029647716 20010701 20310601 360 7.250 2,200.02 20010701 359 322,248.42 673 430,000 --
0029648219 20010701 20310601 360 7.125 4,379.17 20010801 359 649,480.21 771 915,000 896,625
0029649597 20010501 20310401 360 7.500 2,433.27 20010801 357 347,141.75 767 436,000 435,000
0029649720 20010601 20310501 360 7.125 2,425.39 20010801 358 359,422.51 776 550,000 --
0029650439 20010601 20310501 360 7.250 2,737.24 20010801 358 400,622.07 786 510,000 501,613
0029651098 20010501 20310401 360 7.875 2,236.84 20010801 357 307,858.89 763 470,000 468,500
0029651114 20010501 20310401 360 7.375 2,762.70 20010701 357 399,081.27 743 505,000 500,000
0029651130 20010501 20310401 360 7.125 1,953.78 20010801 357 284,300.15 805 398,000 397,500
0029651429 20010701 20310601 360 7.375 2,099.65 20010801 359 303,768.68 723 380,000 --
0029652229 20010501 20310401 360 6.875 2,470.73 20010801 357 375,148.62 765 477,000 475,128
0029653664 20010601 20310501 360 7.125 2,088.53 20010801 358 309,502.72 616 403,000 394,850
0029654738 20010601 20310501 360 7.375 2,379.38 20010801 358 343,974.11 746 435,000 --
0029657202 20010501 20310401 360 7.750 2,407.15 20010801 357 335,283.01 754 420,000 420,000
0029657327 20010701 20310601 360 7.000 2,315.25 20010801 359 347,714.75 758 435,000 435,000
0029658044 20010701 20310601 360 7.250 3,465.46 20010701 359 507,603.71 766 750,000 --
0029658051 20010601 20310501 360 7.375 2,113.47 20010801 358 305,532.87 680 383,000 382,726
0029658069 20010701 20310601 360 7.125 2,209.80 20010801 359 327,725.64 728 415,000 410,000
0029659364 20010601 20310501 360 7.375 2,541.69 20010801 358 367,438.24 704 475,000 460,000
0029660917 20010601 20310501 360 7.125 3,099.11 20010701 358 459,262.10 744 668,000 --
0029661360 20010501 20310401 360 7.500 2,740.93 20010801 357 391,121.74 758 564,000 --
0029661428 20010501 20310401 360 7.500 3,496.08 20010701 357 498,879.79 796 647,000 629,000
0029661501 20010701 20310601 360 7.250 2,275.74 20010701 359 333,339.76 703 419,000 417,009
0029664851 20010601 20310501 360 7.500 2,096.59 20010801 358 299,403.54 655 400,000 374,840
0029665023 20010601 20310501 360 7.375 3,660.58 20010701 358 529,190.94 701 940,000 --
0029665189 20010601 20310501 360 7.250 2,902.67 20010701 358 424,834.11 758 578,000 --
0029665700 20010601 20310501 360 7.000 2,805.25 20010801 358 420,956.74 741 710,000 --
0029666054 20010701 20310601 360 7.125 3,739.14 20010801 359 554,556.17 795 1,300,000 --
0029666104 20010601 20310501 360 7.000 2,631.27 20010701 358 394,849.73 716 505,000 495,000
0029666658 20010601 20310501 360 7.250 2,728.71 20010801 358 398,901.48 650 500,000 --
0029666666 20010701 20310601 360 7.250 2,073.82 20010801 359 303,762.85 680 380,000 380,000
0029666880 20010701 20310601 360 7.875 3,915.38 20010801 359 539,297.22 779 675,000 675,000
0029667185 20010701 20310601 360 7.250 2,113.04 20010801 359 309,508.37 732 460,000 --
0029667920 20010601 20310501 360 6.875 2,430.64 20010801 358 369,376.52 748 476,000 472,422
0029667995 20010701 20310601 360 7.250 2,452.43 20010801 359 359,219.55 754 905,000 --
0029668035 20010701 20310601 360 6.875 3,327.34 20010801 359 506,074.48 748 700,000 --
0029668043 20010601 20310501 360 7.500 3,307.29 20010801 358 472,295.73 684 598,000 591,883
0029668142 20010701 20310601 360 7.125 1,993.67 20010801 359 295,683.36 703 375,000 369,900
0029668159 20010601 20310501 360 7.250 2,619.56 20010801 358 383,399.07 667 480,000 480,000
0029668183 20010601 20310501 360 7.375 2,679.82 20010701 358 387,407.71 672 485,000 485,000
0029668217 20010601 20310501 360 7.250 2,455.84 20010701 358 359,436.62 752 500,000 --
0029668365 20010701 20310601 360 7.250 2,174.44 20010801 359 318,501.34 752 375,000 --
0029668431 20010701 20310601 360 7.125 2,302.77 20010701 359 341,526.67 728 576,000 --
0029668761 20010701 20310601 360 7.250 2,217.08 20010701 359 324,746.46 640 480,000 475,000
0029668894 20010601 20310501 360 7.000 2,395.09 20010801 358 359,408.10 779 580,000 --
0029669280 20010601 20310501 360 7.250 1,995.37 20010801 358 292,042.26 729 325,000 --
0029669561 20010701 20310601 360 7.125 2,054.84 20010801 359 304,751.71 729 535,000 --
0029669629 20010601 20310501 360 7.250 2,128.39 20010801 358 311,511.75 751 390,000 390,000
0029670379 20010601 20310501 360 7.000 2,650.57 20010801 358 396,744.95 744 498,000 498,000
0029670759 20010701 20310601 360 7.250 4,429.37 20010801 359 648,793.48 768 811,710 811,710
0029670916 20010701 20310601 360 7.750 3,008.93 20010701 359 419,703.57 680 675,000 --
0029672649 20010601 20310501 360 7.375 2,458.80 20010701 358 355,456.57 772 445,000 445,000
0029672730 20010701 20310601 360 7.000 2,581.37 20010801 359 387,681.96 691 485,000 485,000
0029672938 20010501 20310401 360 7.375 2,210.17 20010701 357 319,264.99 686 425,000 400,000
0029673605 20010401 20310301 360 7.750 3,480.22 20010701 356 484,399.20 762 755,000 --
0029674132 20010601 20310501 360 7.375 2,417.37 20010801 358 349,465.70 710 455,000 455,000
0029674140 20010701 20310601 360 7.500 2,069.67 20010701 359 295,780.33 761 390,000 --
0029674181 20010701 20310601 360 7.500 2,718.55 20010801 359 388,511.45 701 432,000 432,000
0029674587 20010701 20310601 360 7.375 2,099.66 20010801 359 303,668.67 776 380,000 380,000
0029674710 20010701 20310601 360 7.500 2,285.29 20010801 359 326,594.44 607 419,000 408,547
0029674884 20010701 20310601 360 7.500 2,622.05 20010801 359 374,721.70 769 625,000 596,750
0029675691 20010701 20310601 360 7.250 2,128.40 20010801 359 311,756.60 754 393,500 390,445
0029675717 20010701 20310601 360 7.000 2,128.97 20010801 359 319,737.70 772 410,000 --
0029675758 20010601 20310501 360 7.500 2,359.85 20010801 358 336,997.49 699 385,000 375,000
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6943358702 20010701 20310601 360 7.250 3,192.59 20010801 359 467,634.91 749 590,000 585,000
6944930079 20010701 20310601 360 7.500 2,258.47 20010801 359 322,760.28 690 450,000 --
6944986089 20010701 20310601 360 6.875 4,559.09 20010701 359 693,416.95 686 1,025,000 --
6945571500 20010701 20310601 360 7.375 4,406.51 20010701 359 637,514.53 661 1,000,000 --
6947116809 20010701 20310601 360 7.000 2,262.03 20010801 359 339,721.30 773 430,000 425,000
6947390370 20010801 20310701 360 7.500 2,249.73 20010801 360 321,750.00 797 580,000 --
6948803991 20010701 20310601 360 7.625 2,746.24 20010801 359 387,719.18 704 485,000 --
6949838350 20010701 20310601 360 6.875 2,167.87 20010701 359 329,722.76 712 550,000 --
6950780988 20010701 20310601 360 7.125 2,725.83 20010701 359 387,660.68 629 800,000 --
6951374989 20010701 20310601 360 7.250 4,434.15 20010701 359 649,492.93 802 990,000 --
6953470678 20010701 20310601 360 8.625 3,982.29 20010801 359 511,697.71 758 645,000 640,000
6954036189 20010801 20310701 360 7.500 2,349.37 20010801 360 336,000.00 757 420,000 420,000
6954207269 20010701 20310601 360 7.500 3,496.08 20010701 359 499,628.92 718 750,000 765,000
6956047648 20010701 20310601 360 7.500 2,880.77 20010701 359 411,694.23 789 515,000 515,000
6956180456 20010701 20310601 360 7.250 2,191.84 20010801 359 321,049.35 652 465,000 --
6956438268 20010701 20310601 360 7.125 2,802.67 20010701 359 415,667.33 792 520,000 520,000
6958064013 20010701 20310601 360 7.250 2,292.12 20010701 359 335,737.88 757 420,000 420,000
6959771269 20010801 20310701 360 7.875 2,225.24 20010801 360 306,900.00 746 341,000 341,000
6960383674 20010701 20310601 360 6.875 2,599.80 20010901 359 395,417.52 718 500,000 494,771
6960445200 20010701 20310601 360 7.250 2,721.89 20010701 359 398,688.74 800 570,000 --
6961185110 20010701 20310601 360 7.125 5,052.89 20010801 359 749,400.24 753 1,600,000 --
6963232803 20010701 20310601 360 6.750 1,979.53 20010801 359 304,937.22 753 525,000 --
6965117663 20010701 20310601 360 7.125 4,042.32 20010801 359 599,520.18 700 1,000,000 995,000
6966353333 20010701 20310601 360 7.000 2,395.09 20010701 359 359,704.91 752 711,000 --
6967774503 20010701 20310601 360 7.250 2,796.93 20010701 359 409,680.15 683 1,000,000 --
6968632387 20010701 20310601 360 7.000 2,328.56 20010801 359 349,713.11 806 660,000 600,000
6968665247 20010701 20310601 360 6.875 2,659.25 20010701 359 404,459.92 786 506,000 506,000
6971604670 20010701 20310601 360 7.000 2,661.22 20010801 359 399,672.11 695 775,000 --
6972640582 20010701 20310601 360 7.250 6,743.32 20010701 359 987,728.87 788 2,000,000 --
6973373415 20010701 20310601 360 7.125 3,537.03 20010801 359 524,480.16 708 760,000 --
6975525129 20010701 20310601 360 7.125 2,054.85 20010701 359 304,756.09 756 3,500,000 --
6978066832 20010801 20310701 360 7.625 5,379.24 20010801 360 760,000.00 757 1,500,000 --
6979426308 20010701 20310601 360 7.000 2,427.69 20010701 359 364,600.89 729 634,000 --
6982232511 20010701 20310601 360 7.250 2,646.30 20010801 359 387,617.38 784 510,000 484,900
6983156792 20010801 20310701 360 7.125 2,904.82 20010801 360 431,161.00 699 565,000 --
6983211621 20010701 20310601 360 7.500 2,426.28 20010701 359 346,742.47 747 475,000 475,000
6983848455 20010701 20310601 360 7.250 2,122.94 20010701 359 310,957.23 727 397,000 389,000
6984510831 20010701 20310601 360 7.000 2,512.19 20010801 359 377,290.48 740 472,000 472,000
6988134091 20010701 20310601 360 7.500 2,384.33 20010801 359 340,746.92 777 457,000 --
6988988025 20010701 20310601 360 7.000 2,554.77 20010701 359 383,685.23 753 484,000 480,000
6989661233 20010701 20310601 360 7.250 2,374.46 20010801 359 347,798.46 770 444,000 435,088
6991315299 20010701 20310601 360 7.250 2,230.72 20010701 359 326,744.91 665 500,000 --
6992356714 20010701 20310601 360 7.500 3,244.36 20010801 359 463,655.64 705 580,000 580,000
6993082111 20010701 20310601 360 6.750 2,970.58 20010701 359 457,605.67 781 581,000 573,000
6993259321 20010701 20310601 360 7.500 2,202.53 20010801 359 314,766.22 722 420,000 --
6996403447 20010701 20310601 360 7.000 3,190.13 20010701 359 479,106.95 777 685,000 685,000
6996964836 20010701 20310601 360 7.125 2,205.35 20010701 359 327,077.23 776 380,000 363,750
6997171647 20010701 20310601 360 7.250 2,433.46 20010701 359 356,441.72 709 445,900 445,900
6997921132 20010701 20210601 240 7.000 2,256.12 20010701 239 290,441.38 803 610,000 --
6999468777 20010701 20310601 360 7.500 3,076.55 20010801 359 439,673.45 762 550,000 550,000
EXHIBIT D-2
LOAN GROUP 2 MORTGAGE LOAN SCHEDULE
BANK OF AMERICA MORTGAGE
BOAMS 2001-8
GROUP II: 15 YR
MORTGAGE SCHEDULE
Loan Count: 654
Scheduled PB: 303,870,384.28
Interest Rate W/A: 6.968
Unpaid PB W/A: 464,633.02
Remaining Term W/A: 178
LOAN BORROWER ZIP PROPERTY LOAN DOC ORIG CURRENT ORIGINAL
NUMBER LAST NAME STATE CODE TYPE OCCUPANCY PURPOSE TYPE LTV LTV PB
------ --------- ----- ---- ---- --------- ------- ---- --- --- --
0028481539 BERRIDGE NM 87501 PUD Primary Refinance Standard 36.75 36.40 340,000
0028564748 DRABANT OH 43065 Single Family Primary Purchase Standard 80.00 80.00 596,000
0028600112 STEIGERWALD CA 95746 PUD Primary Purchase Standard 85.04 82.92 395,450
0029037157 LOLLING MO 63073 Single Family Primary Refinance Standard 80.00 78.99 360,000
0029281953 NEWTON KY 40059 Condominimum Primary Refinance Standard 79.88 79.38 343,500
0029303831 LINDSEY JR CO 80906 PUD Primary Purchase Reduced 80.00 78.77 492,800
0029321692 GREGORY IL 61840 Single Family Primary Refinance Standard 66.25 65.44 364,400
0029349719 SMITH GA 30534 Single Family Secondary Refinance Reduced 75.00 69.29 581,250
0029356292 AMIN IL 60521 Single Family Primary Refinance Standard 57.14 56.43 400,000
0029380664 PROPST JR NC 28601 Single Family Primary Refinance Standard 71.68 70.77 595,000
0029392586 THIENEMAN KY 40059 Single Family Primary Refinance Reduced 56.00 55.82 392,000
0029443371 ZELLEM TN 37075 PUD Primary Refinance Standard 50.30 49.83 327,000
0029453354 LUO MI 48098 Single Family Primary Refinance Standard 63.84 63.25 415,000
0029453362 CARBONE MN 55068 Single Family Primary Refinance Standard 74.68 73.21 358,500
0029458510 RAMES MO 63124 PUD Primary Refinance Standard 33.33 33.12 400,000
0029472594 JANNETTI MD 21029 PUD Primary Purchase Standard 75.77 74.84 313,000
0029473857 LAI GA 30342 Single Family Primary Refinance Standard 76.52 76.05 520,400
0029483112 SANDBACH TX 78703 Single Family Primary Refinance Standard 59.56 59.18 813,000
0029484102 HEADY III KY 40059 Single Family Primary Refinance Standard 56.66 56.31 935,000
0029501566 HICE GA 31522 Single Family Primary Refinance Standard 36.93 36.58 277,000
0029507605 DANGELO MO 64113 PUD Primary Refinance Standard 61.25 60.66 330,750
0029511813 TENNERY TX 76092 PUD Primary Refinance Reduced 68.67 68.01 364,000
0029534336 SAND WA 98052 Single Family Primary Cash-out Refinance Reduced 73.95 73.25 355,000
0029534922 GWYN SC 29615 Single Family Primary Refinance Standard 80.00 78.59 312,000
0029535580 OBRIEN FL 32082 Single Family Primary Refinance Reduced 90.00 88.67 306,000
0029538733 MORRIS TN 37922 Single Family Primary Refinance Reduced 41.96 41.22 524,500
0029543154 AKIN CO 80487 Single Family Primary Cash-out Refinance Reduced 64.66 64.25 485,000
0029553500 WESTFALL MO 64015 PUD Primary Cash-out Refinance Standard 75.00 74.32 360,000
0029554888 BUCK BEHNEY MD 21403 PUD Primary Refinance Standard 71.88 71.11 647,000
0029571825 CARR MO 65049 Single Family Secondary Purchase Standard 79.59 77.64 312,000
0029575636 GIRALDI VA 20132 Single Family Primary Cash-out Refinance Reduced 64.82 64.40 376,000
0029575859 YEP IL 60439 Single Family Primary Refinance Reduced 80.00 79.75 360,000
0029575875 BLATSTEIN PA 19444 PUD Primary Refinance Standard 66.43 66.01 289,000
0029577889 WITTE CO 81620 Single Family Primary Purchase Standard 80.00 79.23 520,000
0029579547 REED KY 42045 Single Family Primary Refinance Standard 80.00 79.74 312,000
0029585114 VAFAI TN 37027 Single Family Primary Cash-out Refinance Standard 53.33 53.00 640,000
0029589272 MCDERMOTT KS 66205 Single Family Primary Refinance Reduced 65.66 65.24 328,300
0029590114 YAKOVLEVITCH WA 98282 PUD Primary Purchase Standard 90.00 80.89 334,800
0029590379 URE UT 84098 Single Family Primary Purchase Standard 80.00 79.23 318,400
0029596798 HARRIS IL 60062 Single Family Primary Refinance Standard 43.78 43.08 500,000
0029597879 VAUGHAN NC 28117 Single Family Secondary Refinance Standard 68.28 68.06 498,500
0029599396 HOLEMAN FL 34239 Single Family Primary Purchase Reduced 80.00 79.23 337,600
0029600574 MURPHY NJ 07760 Condominimum Primary Purchase Standard 68.42 68.20 325,000
0029601051 JEHLING TX 75034 PUD Primary Purchase Reduced 75.77 75.28 344,000
0029604006 BANNERMAN JR CA 94503 Single Family Primary Purchase Standard 77.92 77.44 413,100
0029610656 HARLAN JR MD 20854 PUD Primary Purchase Reduced 54.94 54.77 500,000
0029612769 WALTON OK 74133 PUD Primary Refinance Standard 79.60 79.09 320,000
0029613338 AKERS CO 80134 Single Family Primary Cash-out Refinance Standard 63.97 63.49 380,000
0029614740 TACKABERRY TX 77059 PUD Primary Purchase Standard 70.85 70.39 350,000
0029615812 DIXON MD 20815 PUD Primary Cash-out Refinance Standard 51.03 50.71 370,000
0029616489 MCDONALD NM 87501 PUD Secondary Cash-out Refinance Standard 42.19 41.92 770,000
0029623121 KAY TX 75225 Single Family Primary Refinance Standard 70.00 70.00 724,500
0029623568 HEFFEL AZ 85750 PUD Primary Cash-out Refinance Standard 38.09 37.23 400,000
0029623980 CLAPP KY 42003 Single Family Primary Cash-out Refinance Reduced 74.30 73.83 360,400
0029625613 BUSE OH 43220 Single Family Primary Refinance Standard 76.44 76.20 344,000
0029625654 THOMPSON KY 40223 Single Family Primary Refinance Reduced 54.67 54.32 426,500
0029626850 CARVER CA 95062 Single Family Primary Cash-out Refinance Standard 62.50 62.09 300,000
0029628799 JOHNSON MN 55410 Single Family Primary Refinance Reduced 50.00 49.68 550,000
0029628807 REED JR AL 35216 Single Family Primary Cash-out Refinance Reduced 72.61 71.70 305,000
0029630589 SAKURABAYASHI IL 60062 Single Family Primary Cash-out Refinance Standard 75.00 74.13 378,750
0029631165 REBILLOT AL 35244 Single Family Primary Refinance Standard 78.60 78.35 338,000
0029631181 PAYNE III TX 75287 PUD Primary Refinance Standard 80.00 79.74 424,000
0029631207 LESTER GA 30506 Single Family Primary Cash-out Refinance Reduced 75.00 74.76 337,500
0029631520 CARSON TX 77429 PUD Primary Refinance Standard 62.06 62.06 450,000
0029634987 HARDESTY III NC 27954 PUD Primary Purchase Standard 69.90 68.75 367,000
0029636263 MCWILLIAMS GA 30350 Single Family Primary Refinance Standard 46.00 45.85 460,000
0029636693 IVES MO 63304 PUD Primary Refinance Standard 55.17 55.00 400,000
0029639275 EASTMAN UT 84782 Single Family Secondary Purchase Reduced 80.00 79.74 440,000
0029642196 ERICKSON KY 42001 Single Family Primary Purchase Reduced 51.61 51.28 400,000
0029642378 HOWARD AL 36532 Single Family Primary Purchase Standard 51.51 51.35 425,000
0029643392 WILLIAMS WA 98053 Single Family Primary Refinance Standard 61.53 61.15 400,000
0029647674 SHEIKH FL 32836 PUD Primary Refinance Standard 74.02 74.02 644,000
0029647856 BARTON CA 92506 Single Family Primary Refinance Standard 47.17 46.72 542,500
0029650306 PEPPER JR KY 42103 Single Family Primary Refinance Standard 72.36 72.13 398,000
0029651486 PANNU GA 30152 PUD Primary Purchase Reduced 87.19 86.92 303,450
0029656519 BEEMAN NC 27127 Single Family Primary Refinance Reduced 70.00 69.77 392,000
0029657996 KNEISL NC 28207 Single Family Primary Refinance Standard 67.53 67.32 903,000
0029658036 PLUNK TX 75248 Single Family Primary Refinance Reduced 67.12 66.69 335,600
0029658903 DOYLE AL 35223 Single Family Primary Refinance Reduced 39.50 39.50 395,000
0029659505 FRANKS AR 72131 Single Family Primary Refinance Standard 76.26 76.02 547,600
0029659521 STUART II TX 76086 Single Family Primary Refinance Standard 80.00 79.70 480,000
0029659570 WINKEL TN 38125 PUD Primary Cash-out Refinance Standard 68.07 68.07 450,000
0029659596 SAUNDERS GA 30552 Single Family Secondary Refinance Standard 57.37 57.37 350,000
0029659661 SABOUR UT 84102 Condominimum Primary Refinance Standard 74.97 74.97 378,600
0029659679 YENOKIDA CA 94563 PUD Primary Refinance Standard 74.77 74.53 587,000
0029659695 STELLJES JR CO 80220 Single Family Primary Refinance Standard 79.90 79.37 328,000
0029662889 AGEE SC 29464 PUD Primary Cash-out Refinance Standard 71.42 71.20 400,000
0029664950 DAVIS MO 64064 PUD Primary Cash-out Refinance Standard 68.96 68.75 500,000
0029666476 ABUTALEB VA 22124 Single Family Primary Purchase Reduced 80.00 78.86 620,000
0029669553 MORLEDGE III AR 72212 Single Family Primary Cash-out Refinance Standard 70.00 69.77 539,000
0029673001 PERRINE OH 44040 Single Family Primary Purchase Standard 51.51 51.02 425,000
0029676525 CATLIN III OH 43017 Single Family Primary Refinance Reduced 88.55 88.55 336,500
0029676582 MILLER AR 72207 Single Family Primary Refinance Reduced 69.67 69.67 425,000
0029676616 STEIN OH 45208 Single Family Primary Refinance Standard 54.84 54.51 905,000
0029676673 TAYLOR WI 53058 Single Family Primary Refinance Standard 63.32 62.92 385,000
0029676806 LEE OH 43220 Single Family Primary Cash-out Refinance Reduced 77.38 76.89 340,500
0029676848 FRYE WI 53122 Single Family Primary Purchase Standard 57.14 56.60 600,000
0029676855 SCHEPER KY 41011 Single Family Primary Refinance Reduced 59.66 59.28 537,000
0029676871 BEAM TX 78750 Single Family Primary Refinance Standard 68.64 68.19 305,450
0029676897 VANKEIRSBILCK IL 60514 Single Family Primary Cash-out Refinance Standard 62.10 61.53 462,707
0029676905 MANTEI AZ 85250 PUD Primary Purchase Standard 79.99 79.23 425,900
0029676962 CLARKE CO 80016 PUD Primary Refinance Reduced 80.00 79.74 400,000
0029676970 SPRUNGER NY 11930 Single Family Primary Purchase Standard 80.00 79.49 640,000
0029681608 GIESY OH 43035 Single Family Primary Refinance Standard 72.00 71.77 342,000
0029685484 NORTON FL 33156 Single Family Primary Purchase Standard 80.00 79.25 960,000
0029687548 CULLOM III LA 70454 Single Family Primary Purchase Standard 94.26 94.26 300,000
0029688330 MILLER IL 60025 Single Family Primary Refinance Standard 61.74 61.36 460,000
0029688397 SNODGRASS CA 95864 Single Family Primary Refinance Standard 58.19 55.34 451,000
0029688454 SEIDEMAN AZ 86004 PUD Primary Refinance Standard 52.33 51.71 628,000
0029688504 ANDERSON ID 83706 Single Family Primary Refinance Standard 79.23 77.87 500,000
0029688538 JOHNSON CA 95616 Single Family Primary Purchase Standard 57.98 57.26 345,000
0029688587 BARANOWSKI CA 95037 PUD Primary Purchase Standard 79.99 78.73 544,150
0029688629 TERRELL CA 93611 PUD Primary Refinance Standard 76.47 75.74 650,000
0029688694 TRAN CA 92870 Single Family Primary Purchase Standard 79.99 78.96 423,950
0029688710 MONTHAVEN CA 93428 Single Family Secondary Purchase Standard 75.00 73.85 382,500
0029688751 KRITSAS IL 60187 Single Family Primary Cash-out Refinance Standard 74.33 73.63 446,000
0029688835 MCAHREN TX 78645 Single Family Primary Refinance Standard 50.00 49.18 400,000
0029688868 MULLAPPALLIL IL 60025 Single Family Primary Refinance Reduced 57.26 56.89 390,000
0029688892 MARCUS VA 22207 Single Family Primary Refinance Standard 79.24 78.00 336,000
0029688918 TROPEANO CT 06804 Single Family Primary Cash-out Refinance Reduced 66.07 65.25 450,000
0029688991 NEUBURGER IN 46202 Condominimum Primary Cash-out Refinance Standard 80.00 79.22 320,000
0029689056 LANGIT IL 60101 Single Family Primary Cash-out Refinance Standard 76.80 75.90 384,000
0029689114 BROOKS OH 44236 Single Family Primary Cash-out Refinance Standard 75.00 74.51 378,750
0029689155 CEARLEY JR NC 28034 Single Family Primary Refinance Reduced 69.78 68.98 321,000
0029689593 MELVIN CO 80477 Single Family Primary Cash-out Refinance Reduced 65.30 65.09 480,000
0029695194 KANEY JR GA 30319 PUD Primary Purchase Standard 80.00 79.74 400,000
0029699683 BISOGNO KS 66061 PUD Primary Refinance Standard 37.26 37.26 300,000
0029701091 SHAW TN 38002 PUD Primary Refinance Standard 72.99 72.99 500,000
0029701125 SHAW TN 38017 PUD Primary Purchase Standard 72.70 72.70 403,500
0029701869 BEMIS III TX 78746 Single Family Primary Refinance Standard 45.50 45.21 500,500
0029710043 WANG CA 91007 Single Family Primary Purchase Standard 74.38 74.38 438,000
0029712130 GLAVES CO 80218 Single Family Primary Refinance Standard 62.70 62.50 360,530
0029716297 HANSEN NV 89015 PUD Primary Refinance Standard 90.00 89.41 369,000
0029716768 FREEDMAN MD 20878 PUD Primary Refinance Reduced 71.34 70.90 371,000
0029716842 FERGUSON TX 77030 PUD Primary Refinance Standard 72.07 71.84 486,500
0029716941 LEE AL 35243 Single Family Primary Refinance Standard 65.33 65.12 490,000
0029716982 MILLER KY 40206 Single Family Primary Refinance Reduced 72.11 71.43 306,500
0029717063 MCNAMARA CA 92025 Single Family Primary Cash-out Refinance Standard 75.85 75.36 311,000
0029717154 UPDIKE CA 92679 PUD Primary Cash-out Refinance Standard 80.00 79.38 340,000
0029717204 DU CA 92069 Single Family Primary Refinance Standard 57.64 57.28 490,000
0029718277 CHAIDEZ CA 92705 Single Family Primary Refinance Standard 55.92 55.57 391,500
0029718301 WILCHINS MA 02118 Two Family Primary Refinance Standard 34.61 34.39 450,000
0029732203 HUSEONICA OR 97210 Single Family Primary Cash-out Refinance Standard 57.89 57.71 440,000
0029739182 FLETCHER JR AL 36117 Single Family Primary Refinance Reduced 77.20 76.95 525,000
0029739430 CLAYTON GA 30019 PUD Primary Refinance Reduced 75.00 74.49 315,000
0029739489 JAFFE FL 33157 PUD Primary Purchase Standard 80.00 79.49 392,000
0029740537 RYAN GA 30327 Single Family Primary Cash-out Refinance Reduced 48.14 47.99 650,000
0029740586 SEYMOUR FL 33606 Single Family Primary Cash-out Refinance Standard 68.75 68.53 440,000
0029740750 MARTIN CO 80110 Single Family Primary Refinance Reduced 64.96 64.75 406,000
0029740974 SALZMAN FL 33326 PUD Primary Refinance Reduced 79.23 78.98 425,500
0029755162 JONES IV FL 33410 PUD Primary Cash-out Refinance Reduced 42.10 41.83 400,000
0029755626 RYAN IL 60083 PUD Primary Cash-out Refinance Standard 46.15 45.85 300,000
0099008856 FORTSON GA 30290 PUD Primary Purchase Standard 79.97 78.96 332,700
0099017378 SHU CA 92808 PUD Primary Refinance Reduced 47.29 46.99 350,000
0099021024 STEIMAN FL 33326 PUD Primary Refinance Standard 85.00 84.44 403,750
0099023152 RAMAKER TX 77356 PUD Primary Refinance Standard 80.00 79.23 432,000
0099029050 WATTS VA 24014 Single Family Primary Refinance Standard 64.37 63.96 300,000
0099032310 LETMAN CO 80111 PUD Primary Cash-out Refinance Standard 70.38 70.38 351,900
0099033805 LYONS CA 94957 Single Family Primary Purchase Standard 14.28 14.241,000,000
0099035206 CHANG CA 94506 PUD Primary Cash-out Refinance Standard 49.35 49.03 380,000
0099036535 PREVOST VA 22039 PUD Primary Cash-out Refinance Standard 66.66 66.24 300,000
0099038325 HAJEE CA 95131 Single Family Primary Cash-out Refinance Standard 68.87 68.65 427,000
0099038499 HAJIAN CA 94506 PUD Primary Refinance Standard 68.75 68.13 550,000
0099039307 WONG CA 94015 Single Family Primary Refinance Standard 58.99 58.80 303,800
0099039331 RANDLETT CA 94109 Condominimum Primary Purchase Standard 48.97 48.81 600,000
0099040388 MATHUR AZ 85257 PUD Primary Purchase Standard 79.51 79.01 334,000
0099040784 BODULOW CA 94954 Single Family Primary Cash-out Refinance Standard 62.63 62.63 285,000
0099044679 HENDRICKSON TX 76034 PUD Primary Refinance Standard 78.75 78.75 468,600
0099045916 KALM CO 80503 PUD Primary Refinance Standard 30.07 30.07 391,000
0099045932 PICKETT NJ 08831 Single Family Primary Refinance Reduced 79.42 79.42 278,000
0099046757 BRANDT IN 46077 PUD Primary Refinance Standard 77.00 77.00 355,000
0099047037 HOXIE CA 93923 Single Family Secondary Refinance Standard 25.11 25.03 427,000
0099047722 GILBERT CA 95062 Single Family Primary Refinance Standard 73.27 73.03 584,000
0099048886 FASULKEY CA 94568 Single Family Primary Cash-out Refinance Standard 64.54 64.54 355,000
0099050031 NAND CA 94401 Single Family Primary Refinance Standard 58.73 58.73 370,000
0099050403 MADDOX MD 20817 PUD Primary Refinance Reduced 80.00 79.74 432,000
0099051062 DINGMAN TX 75234 PUD Primary Refinance Standard 60.90 60.71 335,000
0099054058 CONDRON CA 95136 Single Family Primary Cash-out Refinance Standard 64.46 64.46 390,000
0099054678 BUZOLICH CA 94127 PUD Primary Refinance Standard 44.44 44.30 480,000
0099055287 MAHMOUDIAN CA 94070 Single Family Primary Cash-out Refinance Standard 38.22 38.22 344,000
0099055295 DEFREECE CA 94502 PUD Primary Cash-out Refinance Standard 56.86 56.86 290,000
0099059214 SNYDER CA 91360 Single Family Primary Cash-out Refinance Standard 73.68 73.68 280,000
0099060600 DOUCET CA 94556 PUD Primary Cash-out Refinance Standard 57.76 57.76 465,000
0099060998 OPPENHEIMER OR 97405 Single Family Primary Refinance Standard 80.00 80.00 320,000
6001379830 DALE FL 32207 Single Family Primary Cash-out Refinance Rapid 27.27 27.27 300,000
6001437422 MARANO III CA 92673 PUD Primary Refinance Rapid 75.95 75.95 396,500
6009400018 SCHNEITHORST FL 32963 PUD Primary Refinance Standard 34.48 34.481,000,000
6019775896 MAKHZOUMI MD 21093 Single Family Primary Refinance All Ready Home 76.02 76.02 437,157
6020838956 NYE CA 90274 Single Family Primary Refinance All Ready Home 45.33 45.18 340,000
6023266205 CHOW CA 94539 PUD Primary Refinance Standard 25.62 25.54 474,000
6023586818 GHAFARSHAD CA 91711 Single Family Primary Cash-out Refinance Rapid 63.89 63.19 377,000
6031189860 HAYDEL III CA 94618 Condominimum Primary Purchase Rapid 80.00 80.00 435,200
6035422507 JORDAN MA 02129 Single Family Primary Refinance Standard 63.49 63.29 400,000
6037131916 CHASIN CA 92660 PUD Primary Refinance Standard 35.72 35.42 911,000
6037274583 EBERHARDT CA 91006 Single Family Primary Refinance Standard 73.64 73.64 395,500
6040985720 HOMORODI CA 95132 Single Family Primary Refinance Rapid 30.29 30.19 309,000
6048043027 VINING CA 90272 PUD Primary Refinance Rapid 53.28 53.11 506,245
6049362962 LEVI CA 90049 Single Family Primary Refinance Rapid 48.74 48.74 524,000
6058314243 CHOI CA 94556 Single Family Primary Cash-out Refinance Standard 66.27 66.06 507,000
6060174841 CHANG VA 22102 Single Family Primary Cash-out Refinance Rapid 62.42 62.42 515,000
6060806459 REITER NV 89011 Single Family Primary Purchase Standard 60.00 59.80 750,000
6064775270 VALORY CA 94517 Single Family Primary Refinance Standard 56.72 56.72 312,000
6064798454 RAY IN 46385 Single Family Primary Cash-out Refinance Rapid 57.85 57.67 600,000
6065840487 ABBEY CA 95632 Single Family Primary Cash-out Refinance Rapid 58.82 58.63 500,000
6067295474 KWONG CA 95120 Single Family Primary Refinance Rapid 27.66 27.66 415,000
6068025524 VRAJICH CA 93422 Single Family Primary Cash-out Refinance Rapid 70.00 69.77 427,000
6068801858 LEE CA 92648 PUD Primary Refinance Standard 55.65 55.47 640,000
6072724377 LU CA 95070 Single Family Primary Refinance Rapid 28.94 28.85 400,000
6076648028 MANNING NC 28226 Single Family Primary Purchase Rapid 54.23 54.23 320,000
6079255144 BLEA ID 83616 PUD Primary Refinance Rapid 67.60 67.37 338,000
6084048096 SCHULZ NC 27949 PUD Secondary Purchase Rapid 75.00 75.00 438,750
6091735495 MCCONNELL JR OR 97527 Single Family Primary Refinance Standard 76.87 76.87 565,000
6092404695 MULLEN FL 34108 High-Rise Condo Secondary Refinance Rapid 58.53 58.16 408,000
6094261887 SETZER CA 92506 Single Family Primary Cash-out Refinance Standard 55.78 55.78 530,000
6095259450 GARRETT AZ 86303 Single Family Primary Refinance Standard 32.53 32.53 488,000
6100513198 COX CA 92075 Single Family Primary Purchase Rapid 69.98 69.98 471,700
6100877155 REILINGER MA 02116 High-Rise Condo Primary Cash-out Refinance Standard 52.81 52.63 375,000
6102103089 GORDENSTEIN MA 02494 Single Family Primary Refinance Rapid 59.01 59.01 312,200
6104159683 TAGGART CA 93940 Single Family Primary Refinance Rapid 49.38 49.19 363,000
6104680043 PARASOL CA 94903 Single Family Primary Refinance Rapid 44.74 44.59 384,800
6104960023 BEHRENS FL 33308 High-Rise Condo Primary Purchase Standard 80.00 79.76 352,000
6105159989 JOHNSON TX 75088 Single Family Primary Refinance Rapid 78.76 78.76 512,000
6106724518 JIANG CA 91006 Single Family Primary Refinance Rapid 77.61 77.36 520,000
6107745058 DAGGETT CA 92653 PUD Primary Refinance Standard 55.94 55.94 386,000
6113211111 STOKOL CA 90024 Single Family Primary Refinance Rapid 27.65 27.57 470,200
6113755919 MAPES CA 92130 PUD Primary Refinance Rapid 56.17 56.17 500,000
6115490887 WITKOWSKI CA 91202 Single Family Primary Purchase Standard 80.00 79.65 439,200
6116324887 BROWNE CA 94037 Single Family Primary Cash-out Refinance Rapid 62.32 62.32 358,385
6121221433 DUGAN JR MD 21209 Single Family Primary Refinance Standard 45.37 45.23 340,300
6124656296 FRANKLIN CA 94583 Single Family Primary Refinance Rapid 43.89 43.62 340,200
6124892784 CONLISK CA 92648 Single Family Primary Refinance Rapid 51.53 51.53 469,000
6125804879 LAPIDUS DC 20016 Single Family Primary Refinance Reduced 68.00 68.00 408,000
6126684718 BARTLETT NV 89509 PUD Primary Refinance Rapid 64.43 64.23 373,750
6132464501 MARTINEZ FL 33305 Single Family Primary Purchase Standard 80.00 80.00 508,000
6132903730 JAVAHERI CA 95746 Single Family Primary Refinance Rapid 65.09 64.88 358,000
6135376751 CAPPELLETTI CA 94507 PUD Primary Refinance Rapid 38.96 38.96 565,000
6138397267 KEOHANE CA 95014 Single Family Primary Cash-out Refinance Rapid 57.69 57.51 600,000
6138913352 KAN VA 22033 PUD Primary Purchase Rapid 80.00 80.00 520,000
6139280504 HUTCHENS NV 89509 Single Family Primary Cash-out Refinance Standard 60.00 59.62 690,000
6139465147 SINGLETON CA 94947 Single Family Primary Refinance Rapid 66.73 66.73 347,000
6144016646 GATES NV 89509 PUD Primary Purchase Rapid 59.28 59.28 750,000
6145851868 NIEH CA 94087 Single Family Primary Cash-out Refinance Rapid 46.66 46.51 420,000
6146076440 ZOELLER JR WI 53066 Single Family Primary Refinance Rapid 60.00 60.00 330,000
6147696741 HUBBARD CA 92270 PUD Secondary Purchase Rapid 67.74 67.74 420,000
6150310826 KRAMER CA 90402 Single Family Primary Purchase Standard 80.00 79.55 764,000
6150847165 SCHECHTMAN CA 93023 Single Family Primary Refinance Standard 50.00 49.84 650,000
6154557935 PAI CA 93063 PUD Primary Purchase Rapid 79.99 79.99 587,400
6156340553 BERTOK CA 92675 Single Family Primary Refinance Rapid 70.93 70.70 532,000
6157468668 CHUNG CA 95121 Single Family Primary Purchase Rapid 41.92 41.92 350,000
6158756228 FRYER IL 60202 Single Family Primary Refinance Standard 60.66 60.66 910,000
6159602066 ZWEIG MO 63144 Single Family Primary Purchase Rapid 80.00 80.00 282,400
6160085301 KELSO CA 94947 Single Family Primary Refinance Rapid 62.09 62.09 385,000
6161676264 PERKINS VA 22309 Single Family Primary Refinance Standard 75.33 74.62 568,800
6163037572 MCCARTER CA 94945 PUD Primary Refinance Rapid 69.39 69.39 474,000
6164357698 XIE CA 94583 PUD Primary Refinance Standard 70.00 69.78 346,500
6165367357 WENGEL NV 89117 PUD Primary Refinance Standard 65.00 64.59 650,000
6165908549 WISSEL CA 94087 Single Family Primary Refinance Rapid 72.48 72.48 540,000
6168092812 RUDISILL CA 95746 PUD Primary Refinance Standard 80.00 80.00 620,000
6172904879 IATOMASE NV 89448 Single Family Primary Purchase Rapid 45.45 45.45 500,000
6176684097 OLSON CA 93105 Single Family Primary Cash-out Refinance Standard 56.45 56.45 350,000
6181758639 HUTCHINSON CA 94040 Single Family Primary Refinance Standard 48.63 48.63 355,000
6182328564 PLAYER AZ 85048 PUD Primary Refinance Rapid 71.47 71.23 439,600
6184628417 MARAGOS FL 33710 Single Family Primary Cash-out Refinance Standard 70.00 69.77 381,500
6185169874 JAMISON TX 76017 PUD Primary Refinance Standard 66.26 66.05 550,000
6185920185 WEINTRAUB CA 95616 Single Family Secondary Purchase Rapid 79.38 79.38 375,000
6186838691 GALLISTEL CA 92504 Single Family Primary Refinance Standard 73.86 73.86 373,000
6189032052 REZNER WI 54952 Single Family Primary Refinance Rapid 50.79 50.63 383,500
6189475731 SULLIVAN GA 30327 Single Family Primary Refinance Standard 60.60 60.601,000,000
6193252100 ENLOW CA 94923 PUD Primary Cash-out Refinance Standard 56.13 56.13 617,500
6195783219 KWAN CA 94587 Single Family Primary Purchase Rapid 61.16 60.97 450,000
6199751915 O'REILLY SC 29928 PUD Primary Refinance Standard 39.71 39.58 834,000
6199847630 BANKS VA 22101 Single Family Primary Refinance Standard 54.02 53.85 732,000
6201421010 BAILEY CA 94506 PUD Primary Refinance Standard 40.88 40.76 920,000
6206007319 SPROTT CA 95076 Single Family Primary Cash-out Refinance Rapid 43.90 43.76 360,000
6209114120 KHOURY CA 94002 Single Family Primary Cash-out Refinance Standard 50.57 50.57 440,000
6212813403 CHIEN CA 95120 Single Family Primary Refinance Rapid 38.58 38.58 328,000
6213898890 SIMON FL 33446 PUD Primary Purchase Standard 64.79 64.59 650,000
6213899039 BETZLER NM 87501 Single Family Primary Refinance Rapid 69.98 69.98 503,881
6218545967 BEHRMANN FL 34683 Single Family Primary Cash-out Refinance Rapid 70.00 69.77 423,500
6220614959 COOPERSON CA 94558 Single Family Primary Refinance Rapid 56.79 55.85 460,000
6221589051 STRELECKY WA 98116 Single Family Primary Cash-out Refinance Standard 71.42 71.19 400,000
6224666195 SYWOLSKI SC 29401 Single Family Primary Refinance Standard 34.72 34.72 746,500
6230537430 KIM CA 90274 Single Family Primary Refinance Rapid 57.14 56.951,000,000
6232847902 BONCI CA 94115 Single Family Primary Cash-out Refinance Standard 60.00 59.81 357,000
6232968872 TAYLOR CA 95831 PUD Primary Cash-out Refinance Standard 51.58 51.58 325,000
6238101445 WESSELS FL 32034 High-Rise Condo Secondary Purchase Rapid 75.00 75.00 311,250
6238119827 WILLSON CA 95120 Single Family Primary Cash-out Refinance Rapid 30.00 29.90 375,000
6241758934 RIORDAN AZ 86004 Single Family Secondary Refinance Standard 68.10 67.88 323,500
6250584932 CYPHERS AZ 85331 PUD Primary Refinance Standard 86.19 86.19 362,000
6252502478 SAINT-LOUBERT-B CA 94061 Single Family Primary Refinance Rapid 61.33 61.33 460,000
6255929561 FAIRBANKS III CA 91351 Single Family Primary Cash-out Refinance Standard 73.52 73.52 375,000
6256067205 FOWLER KS 66224 PUD Primary Purchase Standard 58.73 58.54 400,000
6256210433 KAPLAN FL 34652 PUD Primary Refinance Standard 61.36 60.97 675,000
6256826196 JOHNSTON CA 92262 Single Family Primary Cash-out Refinance Rapid 25.25 25.25 505,000
6261014580 KING CA 94954 PUD Primary Cash-out Refinance Standard 63.57 63.57 623,000
6263361179 CARO CA 94591 Single Family Primary Purchase Standard 70.00 69.55 410,837
6271796366 DUCKOR CA 92705 Single Family Primary Cash-out Refinance Rapid 40.00 40.00 620,000
6273517687 BOWDEN WA 98102 Single Family Primary Cash-out Refinance Standard 68.80 68.37 375,000
6273952967 KNOSS CA 94107 High-Rise Condo Primary Purchase Rapid 68.71 68.49 549,000
6276057483 TAYLOR SC 29451 Single Family Primary Cash-out Refinance Standard 29.40 29.40 699,000
6276059596 BARKLEY NC 27927 PUD Secondary Refinance Rapid 41.33 41.20 620,000
6284053144 MCELWEE CO 80524 Single Family Primary Cash-out Refinance Reduced 65.21 65.00 300,000
6284357156 WOODHAMS CA 94506 Single Family Primary Refinance Standard 47.36 47.08 426,300
6286452690 SOLOVY IL 60015 Single Family Primary Purchase Rapid 51.28 51.11 400,000
6286829905 MEYER CT 06410 Single Family Primary Cash-out Refinance Rapid 67.87 67.65 450,000
6288567669 STRAW CA 96161 PUD Primary Cash-out Refinance Standard 26.66 26.66 400,000
6290387858 BAILEY CA 92315 Single Family Secondary Refinance Standard 62.60 62.40 444,500
6291256524 MASTROVICH MA 02090 Single Family Primary Cash-out Refinance Standard 22.22 22.15 400,000
6291862768 ZIEMAN VA 22969 Single Family Primary Refinance Standard 58.75 58.37 302,597
6293771066 PETTRIC CA 92028 PUD Primary Refinance Rapid 56.23 56.05 435,800
6294966426 ANDREWS CA 94515 Single Family Primary Refinance Rapid 6.09 6.07 335,000
6296829176 CHU MD 20877 Single Family Primary Cash-out Refinance Standard 53.95 53.78 750,000
6298946150 SCHWARTZ FL 34231 Single Family Primary Refinance All Ready Home 49.92 49.92 424,352
6302233975 SIMCOCK CO 80121 Single Family Primary Refinance Standard 65.00 65.00 975,000
6303804873 SCHLABS CA 94941 Single Family Primary Purchase Rapid 56.33 56.331,000,000
6306699601 JEW CA 94303 PUD Primary Purchase Rapid 79.99 79.99 590,000
6307267663 SPLINTER NV 89448 Single Family Secondary Refinance Standard 21.24 20.20 478,000
6310897456 WHITLEY GA 30004 Single Family Primary Cash-out Refinance Rapid 74.78 74.78 430,000
6316901187 SETHI CA 91902 Single Family Primary Refinance Rapid 73.00 73.00 562,100
6319417132 HORSMAN AZ 85259 PUD Primary Refinance Standard 51.61 51.45 400,000
6327118540 CHAPA CA 94526 PUD Primary Refinance Rapid 70.80 70.80 354,000
6327770217 CAO VA 20171 PUD Primary Refinance Standard 68.30 68.08 316,250
6328703969 SAUNDERS NV 89144 PUD Primary Refinance Standard 40.32 40.15 423,400
6330034999 KERSTETTER NC 27927 PUD Secondary Purchase Rapid 80.00 79.74 320,000
6330854164 LU CA 92602 PUD Primary Purchase Rapid 79.99 79.99 536,500
6333171178 ZANDBERG CA 94530 Single Family Primary Refinance Rapid 64.65 64.45 397,000
6336965865 GARVER MD 20878 PUD Primary Refinance Standard 64.74 64.53 382,000
6338992420 CHENG MD 20850 PUD Primary Refinance Rapid 69.88 69.65 355,000
6340591764 YOUNG NC 28147 Single Family Primary Cash-out Refinance Standard 34.44 34.22 620,000
6341206487 GORDON FL 32832 Single Family Primary Refinance Standard 63.94 63.32 319,700
6348076651 BORRELL FL 34145 Single Family Secondary Purchase Rapid 58.89 58.51 500,000
6348085298 MANSOUR MA 02186 Single Family Primary Refinance Standard 58.51 58.33 395,000
6349498359 MATHEW CA 94022 Single Family Primary Purchase Standard 63.63 63.63 875,000
6350434517 DAVENPORT CA 95054 PUD Primary Cash-out Refinance Standard 47.29 47.29 350,000
6353552323 RUSCH CA 90274 Single Family Primary Refinance Rapid 42.51 42.37 457,000
6354431212 WU CA 91304 PUD Primary Cash-out Refinance Rapid 64.51 64.31 400,000
6359035273 DING CA 90064 Single Family Primary Refinance Rapid 50.13 49.97 381,000
6359139992 TABAZADEH CA 90274 Single Family Primary Cash-out Refinance Standard 41.93 41.80 650,000
6360909250 COATS CA 92882 PUD Primary Purchase Rapid 89.99 89.70 367,303
6363633139 JENSEN CA 93901 Single Family Primary Refinance Rapid 57.69 57.45 300,000
6364964004 WEN CA 94539 Single Family Primary Refinance Rapid 69.60 69.60 435,000
6365029856 BLACK TX 76016 Single Family Primary Refinance Rapid 73.10 72.87 530,000
6366841473 YEDIKIAN CA 90275 Single Family Primary Refinance Rapid 51.16 51.16 345,347
6370717636 CHITCHAKKOL CA 92128 PUD Primary Refinance Standard 69.31 69.09 305,000
6376710577 HERRSCHAFT AZ 85262 PUD Primary Refinance All Ready Home 48.62 48.47 478,000
6378911553 LEVINE TX 75287 Single Family Primary Refinance Rapid 64.40 64.19 354,200
6379533075 JOSHI CA 93065 PUD Primary Cash-out Refinance Standard 70.00 69.55 553,000
6382278528 WINGER MD 20816 PUD Primary Purchase Standard 79.97 79.71 559,000
6384425374 YANG CA 91011 PUD Primary Refinance Standard 67.34 67.34 330,000
6386590233 XITCO CA 92211 PUD Secondary Refinance Rapid 62.40 62.00 468,000
6389173912 O'BRIEN CA 95762 PUD Primary Cash-out Refinance Standard 68.66 68.45 412,000
6391344477 NEWHOUSE CT 06419 Single Family Primary Refinance Rapid 70.00 70.00 444,500
6394194168 PENNINGTON DC 20003 Single Family Primary Purchase Rapid 70.00 70.00 350,000
6395079830 NANAYAKKARA FL 33486 PUD Primary Cash-out Refinance Standard 70.00 70.00 490,000
6395586867 LE CA 94303 Single Family Primary Refinance Rapid 41.15 41.02 364,200
6396719251 DUBEY CA 95683 PUD Primary Cash-out Refinance Standard 69.93 69.70 521,000
6397359008 GOTZ CA 96143 Single Family Secondary Refinance Rapid 54.25 54.25 332,050
6401691263 BERGER NM 87120 Single Family Primary Refinance Standard 70.23 70.23 302,000
6403608463 LAYER CA 92211 PUD Secondary Refinance Rapid 51.05 51.05 485,000
6404714161 BAUER-SZCZEPANS CA 92673 Single Family Primary Cash-out Refinance Standard 43.66 43.66 400,000
6408568548 PAIK IL 60192 Single Family Primary Cash-out Refinance Stated 79.51 79.04 330,000
6409350722 MERTENS CA 95126 Single Family Primary Cash-out Refinance Standard 39.59 39.46 390,000
6409761647 JOSEPHSON FL 32225 PUD Primary Refinance Rapid 80.00 80.00 468,000
6410771304 PETRUZZELLI VA 22015 PUD Primary Refinance Rapid 64.08 63.87 384,500
6411466391 POPLAWSKY CA 90067 Condominimum Primary Purchase Standard 69.93 69.28 500,000
6414360021 LLOVIO FL 33187 Single Family Secondary Purchase Rapid 70.00 70.00 399,000
6416106893 CIMINELLI NC 28277 PUD Primary Refinance Standard 69.58 69.58 437,000
6416389135 MCCRUM CA 94010 Single Family Primary Refinance Rapid 36.11 35.99 650,000
6418735962 PROHOVICH MA 02493 Single Family Primary Refinance Rapid 25.65 25.65 590,000
6420691526 KHOSRAVI CA 92651 Single Family Primary Refinance Standard 36.83 36.72 361,000
6422513314 THAGARD CA 92657 PUD Primary Refinance Rapid 35.13 34.37 650,000
6438030683 LEE CA 92886 Single Family Primary Cash-out Refinance Rapid 69.33 69.33 416,000
6438905157 FARCHI FL 33180 PUD Primary Purchase Rapid 79.77 79.77 355,000
6439612976 NEE CA 95014 Single Family Primary Refinance Rapid 55.55 55.37 500,000
6439751592 COPLAN CA 92037 Single Family Primary Refinance Standard 12.17 12.13 785,000
6442456643 BUICE MD 21669 Single Family Primary Refinance Rapid 38.59 38.59 380,000
6444402256 YIM CA 91748 PUD Primary Refinance Rapid 67.23 66.80 355,000
6445162891 NELSON VA 22124 Single Family Primary Cash-out Refinance Standard 75.00 75.00 375,000
6448924750 AMIREH CA 95125 Single Family Primary Cash-out Refinance Standard 68.90 68.69 472,000
6449516084 MERTENS CA 95120 Single Family Primary Refinance Rapid 43.51 43.51 446,000
6450637969 MILLER MO 63117 Single Family Primary Cash-out Refinance Rapid 65.00 64.79 455,000
6454106805 CLOSE SC 29209 Single Family Primary Cash-out Refinance Standard 80.00 79.49 321,600
6454946713 LANSFORD NC 27265 Single Family Primary Refinance Rapid 72.62 72.62 650,000
6456312534 TAYLOR NV 89402 Single Family Primary Cash-out Refinance Rapid 41.77 41.63 384,300
6463293529 SEIDMAN CA 94131 Single Family Primary Purchase Standard 80.00 80.00 696,000
6471474210 CONRAD CA 92867 Single Family Primary Refinance Rapid 68.68 68.46 340,000
6472215067 BERNIE CA 94107 Condominimum Primary Refinance Rapid 68.70 68.70 831,300
6473328992 FLANDO JR FL 34102 Condominimum Secondary Refinance Rapid 61.29 61.29 380,000
6473593181 CHU CA 95014 Single Family Primary Refinance Rapid 26.90 26.90 591,900
6475563471 ZAMAN CA 91403 Single Family Primary Refinance All Ready Home 69.38 69.16 392,000
6483165434 TZENG CA 94404 Single Family Primary Refinance Rapid 60.64 60.11 470,000
6494040014 MAAS JR CA 94116 Single Family Investor Refinance Standard 69.19 69.19 342,500
6495829738 CUPPLES NC 28790 Single Family Secondary Refinance Rapid 78.60 78.35 393,000
6498214292 HAMILTON CO 80906 Single Family Primary Cash-out Refinance Standard 70.00 70.00 577,500
6498349791 NGUYEN HI 96743 Condominimum Secondary Purchase Rapid 50.00 49.83 600,000
6499769971 PARKER FL 34134 PUD Primary Refinance Standard 26.31 26.311,000,000
6500348419 CHATWELL CA 94024 Single Family Primary Cash-out Refinance Standard 47.36 47.36 900,000
6505128394 LEE AZ 85016 Single Family Primary Cash-out Refinance Rapid 62.50 62.50 625,000
6512254464 DOUD CA 93424 Single Family Secondary Refinance Rapid 46.66 46.66 350,000
6512534709 KOERNER CA 91724 Single Family Primary Refinance Rapid 44.57 44.57 370,000
6515841549 GUINON CA 94595 Single Family Primary Refinance Rapid 58.20 58.20 454,000
6517060940 SWANSON CA 95120 Single Family Primary Cash-out Refinance Standard 43.80 43.80 460,000
6519105016 ALTEN-BERND CA 94903 PUD Primary Refinance All Ready Home 54.50 54.50 327,000
6519799875 HARRIS CA 90266 Single Family Primary Purchase Rapid 50.98 50.98 650,000
6521725439 AYZENBERG PA 18954 Single Family Primary Cash-out Refinance Rapid 74.99 74.51 393,700
6526792632 LEE CA 91765 Single Family Primary Purchase Rapid 75.00 75.00 570,000
6528277905 CHEN CA 95129 Single Family Primary Cash-out Refinance Rapid 46.25 46.11 340,000
6528940668 BIRK CA 92253 PUD Primary Refinance Standard 66.40 66.18 415,000
6529739226 WARD CA 92107 Single Family Primary Cash-out Refinance Standard 41.14 41.14 360,000
6532055057 ADIBI-RIZI CA 95120 PUD Primary Cash-out Refinance Standard 58.63 58.27 387,000
6532067052 WORRELL SC 29710 PUD Primary Purchase Timesaver-1 80.00 80.00 420,000
6536412361 MYGRANT CA 96001 Single Family Primary Refinance Rapid 73.21 71.26 417,350
6536758912 HANCHETTE MO 64152 Single Family Primary Refinance Standard 50.86 50.70 351,000
6538288694 FURGURSON CA 95066 Single Family Primary Refinance Rapid 75.07 75.07 488,000
6539916756 MILHOAN TX 77713 Single Family Primary Purchase Standard 78.94 78.70 750,000
6542161242 MALEE AZ 85310 Single Family Primary Refinance Rapid 70.09 70.09 368,000
6542618712 MUELLER-HICKLER CA 96161 PUD Secondary Purchase Rapid 80.00 79.75 358,400
6547433414 REIDER NC 27927 PUD Secondary Purchase Standard 73.56 73.32 800,000
6552563030 GOLDBAUM FL 33446 PUD Primary Refinance Rapid 62.01 62.01 400,000
6555622791 MIDDLETON CA 91941 Single Family Primary Refinance Rapid 57.96 57.96 513,000
6557278485 UNGER CA 92109 Condominimum Primary Purchase Rapid 60.10 59.91 550,000
6557730238 GOODWIN CA 91011 Single Family Primary Refinance Standard 52.98 52.98 800,000
6559842387 RUNDELL CO 80220 Single Family Primary Refinance Rapid 80.00 79.74 420,000
6560384916 TRAVERS MO 63119 Single Family Primary Refinance Standard 76.00 76.00 539,600
6563169975 REEVE CA 95746 Single Family Primary Refinance Standard 59.21 59.21 450,000
6564677950 BEER CA 94563 Single Family Primary Cash-out Refinance Rapid 57.25 57.25 375,000
6566332729 EISCHEID GA 30067 PUD Primary Purchase Rapid 67.11 66.68 500,000
6566702822 ANAISSIE AR 72212 Single Family Primary Refinance Standard 78.35 78.10 380,000
6570619368 BOSHER TX 75093 PUD Primary Refinance Rapid 47.70 47.70 343,500
6572731773 WANG CA 90703 PUD Primary Purchase Standard 75.00 74.76 483,750
6573010037 TELEBRICO CA 91748 Single Family Primary Refinance Rapid 80.00 80.00 288,000
6577120675 MILLER CA 92705 Single Family Primary Refinance Standard 61.15 60.95 902,000
6577170878 CHUMLEY JR AR 72223 Single Family Primary Purchase Standard 80.00 80.00 364,560
6577956888 WALDMAN NV 89450 Single Family Primary Cash-out Refinance Standard 59.18 58.99 473,500
6578718071 FROGGE MO 63017 Single Family Primary Refinance All Ready Home 78.43 77.93 400,000
6584029976 SEYMOUR CA 94538 Single Family Primary Cash-out Refinance Standard 67.01 66.80 325,000
6585411439 DINWIDDIE TN 37067 PUD Primary Refinance Rapid 76.33 76.09 316,800
6587253623 BALABHADARA MI 48322 Condominimum Primary Refinance Rapid 68.62 68.62 350,000
6587369247 LEUNG CA 95070 Single Family Primary Cash-out Refinance Rapid 36.00 36.00 360,000
6588047933 BEYDLER CA 92691 PUD Primary Refinance Rapid 80.00 80.00 300,000
6589420394 BUDENHOLZER CA 92129 Single Family Primary Refinance Rapid 69.79 69.35 335,000
6590890395 PANGAN CA 94539 PUD Primary Refinance Standard 25.00 25.00 400,000
6590997026 RIESER IL 60091 Single Family Primary Cash-out Refinance Standard 62.55 62.55 563,000
6592778275 DAS CA 92705 Single Family Primary Refinance All Ready Home 52.14 52.14 558,000
6597037685 ALHADEFF VA 24018 Single Family Primary Purchase Standard 80.00 80.00 340,000
6597054235 OH CA 91011 Single Family Primary Refinance Rapid 76.72 76.39 422,000
6597680849 HAUSER CA 94041 Single Family Primary Refinance Rapid 60.62 60.43 485,000
6598962493 SOLIS NJ 07450 Single Family Primary Refinance Reduced 79.60 79.60 484,000
6600158395 LLOVIO FL 33156 Single Family Primary Purchase Standard 48.19 48.191,000,000
6600277047 MULLEY MA 01845 Single Family Primary Refinance Rapid 68.53 68.31 323,500
6600969924 SIMCOCK CO 81611 Single Family Secondary Refinance Standard 32.91 32.91 790,000
6606483417 GORDON NJ 08202 Single Family Primary Cash-out Refinance Standard 26.77 26.77 482,000
6610484161 WALTER MN 55374 Single Family Primary Refinance Rapid 76.43 76.43 496,800
6612021052 HELNWEIN FL 33755 Single Family Primary Cash-out Refinance Standard 42.35 42.08 720,000
6615425441 KEITER CA 93066 Single Family Primary Refinance All Ready Home 75.29 75.29 384,000
6617925380 YOON VA 20124 PUD Primary Refinance Rapid 73.69 73.69 339,000
6618012873 PEARSON CA 92663 PUD Primary Purchase Rapid 80.00 79.48 368,000
6618078692 GALLAGHER CA 94010 Single Family Primary Cash-out Refinance Standard 31.96 31.96 350,000
6619546432 DAHMAN FL 33344 PUD Primary Purchase Reduced 80.00 79.74 320,000
6623919591 KAPOOR CA 91108 Single Family Primary Cash-out Refinance Rapid 46.66 46.51 350,000
6625158594 CENTERS CA 94526 Single Family Primary Cash-out Refinance Standard 55.39 55.39 385,000
6628662857 HAMER VA 22903 PUD Primary Cash-out Refinance Standard 75.00 74.76 323,250
6631119549 GORDON CA 92612 Condominimum Primary Purchase Rapid 61.60 61.60 385,000
6631462931 MACKEY CA 91607 Single Family Primary Cash-out Refinance Standard 66.66 66.66 400,000
6631469159 MANSUR FL 32233 PUD Primary Refinance Standard 58.57 58.38 820,000
6631768600 SLATER CA 90024 Single Family Primary Purchase Standard 44.15 44.001,000,000
6633993818 MADZAREVIC CA 90274 Single Family Primary Refinance All Ready Home 52.50 52.50 315,000
6636924893 RAMIREDDY FL 34685 PUD Primary Purchase Standard 80.00 79.74 600,000
6639631313 TAO CA 90069 Single Family Primary Purchase Standard 54.05 54.051,000,000
6639758264 QARAJAH CA 94044 Single Family Primary Purchase Standard 58.05 58.05 400,000
6641024176 HIATT IL 60558 Single Family Primary Refinance Rapid 79.61 79.61 328,000
6641280927 HERITAGE CA 95746 PUD Primary Refinance Rapid 50.00 49.84 400,000
6643957274 AGUIRRE CA 94402 Single Family Primary Refinance All Ready Home 25.62 25.54 410,000
6644228840 KUBICEK CA 91206 Single Family Primary Cash-out Refinance Rapid 74.02 74.02 359,000
6644542257 CRAWFORD IL 60043 Single Family Primary Purchase Standard 80.00 79.74 573,600
6648276696 AMSDEN CA 94556 Single Family Primary Refinance All Ready Home 55.28 55.28 387,000
6648393483 RAMOS FL 33143 PUD Investor Refinance Standard 60.11 59.92 541,000
6650572297 WALLEMAN CA 90505 Single Family Primary Refinance Standard 72.91 72.91 350,000
6652137727 GARCIA MD 21204 Single Family Primary Cash-out Refinance Standard 80.00 80.00 588,000
6652622587 COWING CA 94402 Single Family Primary Cash-out Refinance Standard 54.16 54.16 650,000
6653046547 LITTLE MO 65203 PUD Primary Refinance Rapid 79.94 79.69 315,000
6654526604 SHAMIEH CA 94585 Single Family Primary Cash-out Refinance Standard 65.97 65.76 607,000
6656020176 LAI CA 95138 Single Family Primary Refinance Rapid 50.00 49.84 525,000
6659486374 SHERMAN CT 06378 Single Family Primary Refinance Standard 49.82 49.67 436,000
6660075745 YANG CA 95070 Single Family Primary Cash-out Refinance Rapid 36.00 36.00 450,000
6664807366 SCIORTINO CA 91750 PUD Primary Refinance Rapid 69.23 69.23 453,500
6665871718 DELUCA MD 21029 Single Family Primary Refinance Reduced 72.17 72.17 454,000
6666871444 ENOS CA 92887 PUD Primary Refinance Rapid 80.00 79.43 424,000
6667328972 HEILAND AZ 85253 Single Family Primary Refinance Rapid 59.61 59.42 775,000
6668852152 CRAIG JR KS 66610 Single Family Primary Refinance Rapid 80.00 79.74 440,000
6674582470 MESSENS CA 92867 PUD Primary Refinance Rapid 60.53 60.34 454,000
6679384245 STEWART CA 92352 Single Family Secondary Refinance Standard 75.00 75.00 457,500
6681002579 LANDRUM CA 91307 PUD Primary Refinance Rapid 64.49 63.87 445,000
6681120439 SANGSTER CA 94024 Single Family Primary Refinance Rapid 27.69 27.69 457,000
6682175150 GOLAN MD 20816 Single Family Primary Refinance Rapid 79.56 79.56 330,183
6683800707 BAGLEY CA 94558 Single Family Primary Refinance Rapid 69.91 69.69 405,500
6685088160 YUAN CA 91765 PUD Primary Purchase Rapid 56.60 56.24 600,000
6685204940 JONES TX 75028 PUD Primary Refinance Rapid 76.67 76.43 313,600
6687608528 ESTEVES CA 94022 Single Family Primary Cash-out Refinance Standard 17.42 17.37 427,000
6688046017 PARIKH MI 48302 Single Family Primary Refinance Standard 57.05 57.05 970,000
6691368481 COONEY MD 21601 Single Family Primary Refinance Standard 70.79 70.57 534,500
6693319979 FEDUSKA NV 89014 PUD Primary Purchase Standard 35.71 35.56 400,000
6694688042 MCGEE CA 95060 Single Family Secondary Refinance Rapid 75.00 75.00 600,000
6698771828 METZGER TX 76092 PUD Primary Purchase Rapid 56.33 55.97 600,000
6700572388 JOE CA 94133 Condominimum Primary Refinance Rapid 16.52 16.52 413,000
6700681700 ABRISHAMI MD 20878 PUD Primary Refinance Rapid 64.00 64.00 384,000
6700986117 NORSWORTHY MO 64152 PUD Primary Purchase Standard 79.75 79.50 650,000
6707119860 STULTZ JR CA 94941 Single Family Primary Cash-out Refinance Standard 38.88 38.76 700,000
6707156391 SWALLER CA 92887 Single Family Primary Refinance Rapid 74.52 74.29 354,000
6707477474 KLINE TX 75229 PUD Primary Refinance Rapid 65.22 65.02 782,750
6708916124 ONNEN MD 21093 Single Family Primary Refinance Rapid 23.55 23.55 312,100
6711558335 FLEISCHER TN 37205 Single Family Primary Refinance Rapid 44.80 44.80 448,000
6712370359 LING CA 94404 Single Family Investor Purchase Standard 31.37 31.37 400,000
6716373367 MAHNKEN MO 65804 Single Family Primary Purchase Rapid 74.00 73.25 418,100
6716852345 BARTON CA 92887 Single Family Primary Refinance Rapid 55.55 55.38 500,000
6717689134 VALENTINE TN 37027 Single Family Primary Cash-out Refinance Rapid 70.00 70.00 588,000
6721526538 LEE CA 90210 Single Family Primary Purchase Standard 69.44 69.221,000,000
6726102673 PURVIS CA 94506 PUD Primary Refinance Rapid 22.22 22.15 400,000
6727960913 HURT FL 32308 PUD Primary Cash-out Refinance Standard 65.09 65.09 527,270
6728996700 RHODES MA 02356 Single Family Primary Cash-out Refinance Rapid 75.00 74.76 375,000
6729533239 RITCHEY CA 90245 Single Family Primary Purchase Rapid 68.00 68.00 425,000
6730314454 TSE CA 94087 Single Family Primary Cash-out Refinance Standard 68.08 67.86 480,000
6733065665 ZUNIN HI 96825 PUD Primary Purchase Standard 80.00 79.47 600,000
6733900960 PAIK CA 90275 Single Family Primary Refinance Standard 72.11 72.11 443,500
6736738474 MCGAUGHEY III GA 30292 Single Family Primary Refinance Rapid 79.10 78.61 530,000
6740145856 ROSSI IL 61550 Single Family Primary Refinance Rapid 63.19 63.19 400,000
6740325581 MILBURN AZ 85258 PUD Primary Refinance Standard 66.18 65.97 364,000
6742445015 RANJBAR CA 91208 Single Family Primary Cash-out Refinance Standard 65.00 64.79 650,000
6744868826 KOHM SC 29585 Condominimum Primary Refinance Rapid 79.64 79.15 338,493
6745392644 HO CA 94501 Single Family Primary Cash-out Refinance Standard 75.00 74.72 375,000
6750077296 ACKLEY CA 94027 Single Family Primary Refinance Standard 20.00 20.001,000,000
6750654086 LIU CA 91748 PUD Primary Purchase Standard 75.71 75.71 397,500
6751577203 MACK NC 28117 Single Family Primary Refinance Standard 69.35 69.06 676,190
6753475125 CHAMBERS NM 87402 Single Family Primary Refinance Rapid 67.88 67.67 427,700
6755652713 WESELY AZ 85259 PUD Primary Refinance Standard 66.37 66.16 308,000
6757645848 HERRMANN TX 76092 Single Family Primary Refinance Standard 80.00 79.60 492,000
6761809984 PETERS CA 92887 Single Family Primary Cash-out Refinance Standard 65.36 65.15 317,000
6765630188 WANG CA 94587 Single Family Primary Purchase Standard 50.28 50.28 425,000
6767041038 HAMMOND CA 94558 Single Family Primary Refinance Rapid 10.26 10.23 485,000
6772287477 PLUMB OR 97035 Single Family Primary Purchase Standard 80.00 79.74 566,000
6772457732 GOTH CA 93940 Single Family Secondary Refinance Rapid 44.82 44.82 650,000
6776101880 BERES CA 90049 Single Family Primary Purchase Standard 70.00 69.77 503,300
6776319235 FINAMORE CA 95037 Single Family Primary Refinance Rapid 28.80 28.80 360,000
6776725373 GUTOWICZ JR CA 92130 PUD Secondary Purchase Rapid 75.00 75.00 438,750
6779509907 VASHI IL 60045 Single Family Primary Refinance Rapid 38.04 37.92 875,000
6780068042 DUQUETTE CA 96150 PUD Investor Refinance Standard 40.77 40.64 369,000
6782706573 ROMERO CA 92780 Single Family Primary Refinance Reduced 76.89 76.65 334,500
6783741207 SHMUELI MD 20910 Single Family Primary Purchase Rapid 61.99 27.62 274,000
6788118740 MAHAJAN MI 48322 Single Family Primary Refinance Rapid 66.44 66.23 495,000
6788733761 ANIK CA 94024 Single Family Primary Refinance Rapid 28.57 28.39 450,000
6793511806 NAVARRO NV 89135 PUD Primary Cash-out Refinance Standard 70.00 69.77 630,000
6795015871 REINHART AZ 85021 Single Family Primary Purchase Rapid 80.00 79.49 512,000
6798146830 CRAWFORD III SC 29206 Single Family Primary Purchase Rapid 78.72 78.72 370,000
6798309826 KUHNHAUSEN OR 97701 Single Family Primary Cash-out Refinance Standard 38.65 38.53 375,000
6803577631 THOMAS CA 94087 Single Family Primary Cash-out Refinance Standard 65.00 64.79 650,000
6803778866 SIBLEY VA 22066 PUD Primary Refinance Standard 76.34 76.34 610,750
6805203731 BUBLITZ KS 66208 PUD Primary Cash-out Refinance Rapid 80.00 80.00 472,000
6808340753 HARR DC 20016 Single Family Primary Purchase Rapid 47.02 47.02 450,000
6811457255 KENNEDY CA 93953 Single Family Primary Cash-out Refinance Rapid 61.32 61.32 325,000
6812862628 LAPIDES MA 02445 Single Family Primary Refinance Rapid 52.41 52.25 650,000
6813298640 WU CA 91775 Single Family Primary Refinance Rapid 76.25 76.01 366,000
6814687312 JOHNSON FL 32225 PUD Primary Cash-out Refinance Standard 50.00 50.00 875,000
6819741858 BELLINO IL 60044 Single Family Primary Refinance Rapid 80.00 80.00 480,000
6824191651 MILLER DC 20009 Single Family Primary Cash-out Refinance Rapid 50.51 50.51 490,000
6826402510 SPANGLER III GA 30307 Single Family Primary Refinance Standard 74.38 74.38 967,000
6826653294 FORTIN FL 33803 Single Family Primary Refinance Standard 78.16 77.67 494,000
6827468320 BRANIN CA 92626 Single Family Primary Cash-out Refinance Standard 50.00 48.95 600,000
6829416871 PADILLA CA 92506 Single Family Primary Cash-out Refinance Rapid 74.58 74.58 358,000
6830051931 TROMPETTER CA 95354 Single Family Primary Refinance Rapid 77.38 77.36 325,000
6832975178 DHUGGA CA 94585 PUD Primary Purchase Standard 80.00 80.00 360,000
6834766443 SACHSE WA 98006 Single Family Primary Purchase Standard 39.78 39.78 750,000
6836449915 DAUBENMIRE CA 94526 PUD Primary Cash-out Refinance Rapid 58.66 58.30 440,000
6838569868 DEILY CA 92651 Single Family Primary Refinance Rapid 44.71 44.71 398,000
6843171817 WILLIS OK 73013 Single Family Primary Refinance Rapid 77.43 77.43 302,000
6843498434 WOODWARD FL 33772 Single Family Secondary Purchase Standard 80.00 80.00 372,000
6843693240 DUNN CA 94118 Single Family Primary Refinance Rapid 35.39 35.16 315,000
6847169684 CHAPMAN JR NM 87501 PUD Primary Refinance Rapid 80.00 80.00 446,400
6847791172 MACINNES MD 20817 Single Family Primary Refinance All Ready Home 54.50 54.32 472,000
6851139250 GIOVANNARI CA 92130 Single Family Primary Purchase Rapid 53.69 53.69 400,000
6852932414 YOON CA 90274 Single Family Primary Purchase Standard 58.90 58.90 860,000
6853675848 ALVAREZ CA 94062 Single Family Primary Cash-out Refinance Rapid 52.17 52.17 300,000
6859141118 OH CA 94609 Single Family Secondary Purchase Rapid 80.00 80.00 316,000
6859693936 RODELL FL 32413 Condominimum Secondary Purchase Standard 80.00 78.12 492,000
6861483367 RICHMOND CA 91011 Single Family Primary Refinance Standard 68.69 68.69 869,000
6864781080 CLAIBORNE CA 94708 Single Family Primary Cash-out Refinance Rapid 43.53 43.53 566,000
6868337053 VILLARD CA 92373 PUD Primary Refinance Rapid 71.91 71.51 640,000
6870351464 PAULIN WI 53066 Single Family Primary Refinance Rapid 33.58 33.58 402,000
6870583694 GIORDANO VA 23233 Single Family Primary Purchase Standard 80.00 80.00 800,000
6870882252 SCULATTI CA 94574 Single Family Primary Refinance Standard 62.85 62.85 560,000
6872499774 YOUNG CA 94583 PUD Primary Refinance Standard 70.45 70.45 310,000
6874020941 MALMAN CA 94588 Single Family Primary Cash-out Refinance Rapid 75.00 74.75 352,500
6876914257 CEUTERICK CA 92024 PUD Primary Refinance Rapid 74.09 73.85 326,000
6885267077 REDOR CA 95682 Single Family Primary Refinance Standard 55.26 54.91 663,150
6886598413 MAJUMDAR MO 63105 Single Family Primary Purchase Rapid 80.00 80.00 360,000
6887479829 CRANDALL CA 94945 Single Family Primary Refinance All Ready Home 56.25 56.06 337,500
6891271055 ESPINDA CA 94015 Single Family Primary Cash-out Refinance Rapid 51.72 51.55 300,000
6891477819 PERMUY FL 33782 PUD Primary Refinance Rapid 59.34 59.34 546,000
6891834316 DUARTE CA 93010 PUD Primary Cash-out Refinance Standard 67.98 67.98 480,000
6892326536 RATANAPHANYARAT CA 94303 Single Family Primary Refinance Rapid 44.47 44.47 467,000
6894230124 SWANSON CA 92625 PUD Primary Cash-out Refinance Rapid 38.09 37.97 600,000
6895702022 LARKIN CA 94549 Single Family Primary Refinance Rapid 44.31 44.31 394,400
6897876139 LOFGREN CA 93908 Single Family Primary Refinance Rapid 51.38 51.38 334,000
6899007089 THURSTON CA 92067 PUD Primary Cash-out Refinance Standard 47.50 47.34 950,000
6900223956 HOLDER CA 94574 Single Family Primary Cash-out Refinance Rapid 27.13 27.04 407,000
6904670467 HOGG III CA 90048 Single Family Primary Refinance Rapid 56.46 56.46 463,000
6911377635 SCHOLEY CA 95476 Single Family Primary Cash-out Refinance Standard 70.00 70.00 500,500
6911721253 SHEALY SC 29206 Single Family Primary Refinance Standard 51.46 51.46 386,000
6911912266 LEWIS SC 29072 Single Family Primary Refinance Rapid 77.60 76.64 350,000
6912956353 HANDLEY NV 89451 Single Family Primary Purchase Standard 75.00 75.00 720,000
6913440993 ROBB CA 95409 Single Family Primary Purchase Rapid 70.00 70.00 420,000
6917722594 SAATHOFF KS 66213 PUD Primary Cash-out Refinance Standard 69.93 69.48 500,000
6919676202 AZODI WA 98004 Single Family Primary Refinance Standard 68.93 68.93 548,000
6920298749 WONG CA 94118 Condominimum Primary Cash-out Refinance Rapid 56.20 56.20 385,000
6921632706 CAFFERY CA 92270 PUD Primary Refinance Rapid 68.96 68.96 500,000
6921785157 NISHKIAN CA 94563 Single Family Primary Refinance Rapid 22.56 22.42 353,219
6923141037 KEBLUSEK NC 27949 PUD Secondary Refinance Rapid 26.40 25.84 495,000
6926261063 CRONIN JR MA 02364 Single Family Primary Refinance Rapid 53.40 53.23 296,400
6928455101 SEREDICH MO 64064 PUD Primary Cash-out Refinance Standard 68.27 68.27 495,000
6930153124 PEARSON CA 96161 PUD Secondary Purchase Rapid 58.27 58.09 500,000
6930986721 HEATH CA 95051 Single Family Primary Cash-out Refinance Rapid 64.66 64.45 388,000
6934284917 FETTER CA 92660 Single Family Primary Refinance Standard 67.36 67.33 640,000
6935912102 PARKER SC 29150 Single Family Primary Refinance Rapid 69.19 69.19 387,500
6938684674 PADILLA CA 94014 Single Family Primary Refinance Standard 64.03 64.03 333,000
6940046169 FAROKHZAD VA 22066 Single Family Primary Purchase Standard 80.00 80.00 372,000
6941155456 SPROUL OH 43718 Single Family Primary Refinance Rapid 80.00 79.75 520,000
6941732783 COHEN CA 90272 Single Family Primary Refinance Rapid 46.52 46.52 402,400
6944454575 MIKKELSEN CA 94705 Single Family Primary Cash-out Refinance Standard 60.11 60.11 571,100
6944551818 MOORE CA 95070 Single Family Primary Refinance Rapid 19.66 19.60 585,000
6950671104 TAYLOR WA 98512 Single Family Primary Refinance Standard 60.27 60.27 440,000
6954401060 POZZI NC 28117 PUD Primary Cash-out Refinance Standard 68.88 68.66 434,000
6956550542 TAM CA 95014 Single Family Primary Refinance Rapid 15.35 15.30 307,000
6956850215 SILVA CA 94507 Single Family Primary Refinance Rapid 43.51 43.37 446,000
6958163880 BROWN TN 37205 Single Family Primary Purchase Standard 80.00 80.00 320,000
6959684314 JOYNER CA 92264 Single Family Secondary Purchase Rapid 80.00 79.65 396,000
6959823524 WALLACE CA 94903 Single Family Primary Purchase Rapid 55.75 55.57 315,000
6963992315 CLUTTER CA 95864 Single Family Primary Refinance Standard 49.09 48.93 540,000
6971369084 UCAR CA 92673 PUD Primary Cash-out Refinance Rapid 60.52 60.33 575,000
6971496630 ALLEN CA 93405 Single Family Primary Refinance Rapid 63.27 63.27 348,000
6972122706 MALAEB CA 94568 PUD Primary Refinance Rapid 61.40 61.40 350,000
6973514463 HELMY FL 33131 High-Rise Condo Primary Purchase Standard 80.00 80.00 456,000
6977003232 MASCARI CA 95602 PUD Primary Refinance Rapid 64.51 64.51 400,000
6977823357 O'CONNOR CA 94010 Single Family Primary Refinance Standard 38.88 38.88 700,000
6979027080 CARSON SR MD 21155 Single Family Primary Purchase Standard 66.66 66.661,000,000
6981083105 MANEY CA 95746 PUD Primary Refinance Standard 61.47 61.27 292,000
6982178144 WOLF CA 92677 PUD Primary Refinance All Ready Home 41.66 41.53 350,000
6983630747 DEROUCHEY MN 55044 Single Family Primary Cash-out Refinance Rapid 56.45 56.45 350,000
6988929789 SURACK IN 46818 Single Family Primary Refinance Rapid 62.50 62.50 625,000
6990765700 HANSEN CA 94107 Condominimum Primary Cash-out Refinance Standard 70.00 69.79 567,000
6991347300 COHEN MD 20817 Single Family Primary Refinance Standard 43.50 43.50 583,000
6994538038 LATIMER CA 95033 Single Family Primary Refinance Rapid 62.14 61.94 550,000
6995952006 MONTEMORRA AZ 85034 Single Family Primary Cash-out Refinance Rapid 39.21 39.21 300,000
6996721673 MCCORKLE MD 21093 Single Family Primary Refinance Rapid 35.48 35.48 550,000
6997516163 OERTWIG CA 94002 Single Family Primary Cash-out Refinance Rapid 41.95 41.77 300,000
6999009894 CHUDNOVSKY CA 94005 Condominimum Primary Refinance Rapid 66.49 66.49 322,500
LOAN 1ST PAY MATURITY ORIG INTEREST MONTHLY CURRENT REMAIN SCHEDULED APPRAISAL SALES
NUMBER DATE DATE TERM RATE P&I DUE DATE TERM PB FICO VALUE PRICE
------ ---- ---- ---- ---- --- -------- ---- -- ---- ----- -----
0028481539 20010501 20160401 180 6.87 3,032.30 20010801 177 336,728.18 769 925,000 -
0028564748 20010801 20160701 180 6.87 5,315.46 20010801 180 596,000.00 632 750,000 745,000
0028600112 20001101 20151001 180 7.75 3,722.28 20010701 171 384,352.39 0 480,000 465,000
0029037157 20010401 20160301 180 7.62 3,362.87 20010801 176 355,484.47 750 450,000 -
0029281953 20010501 20160401 180 7.25 3,135.68 20010701 177 340,299.64 702 430,000 -
0029303831 20010301 20160201 180 7.50 4,568.32 20010801 175 485,264.80 779 616,000 616,000
0029321692 20010401 20160301 180 7.50 3,378.03 20010801 176 359,956.44 754 550,000 -
0029349719 20010401 20160301 180 7.12 5,265.14 20011101 176 543,193.43 748 775,000 -
0029356292 20010401 20160301 180 7.37 3,679.69 20010801 176 395,069.35 795 700,000 -
0029380664 20010401 20160301 180 7.00 5,348.03 20010801 176 587,425.25 776 830,000 -
0029392586 20010601 20160501 180 7.12 3,550.86 20010701 178 389,546.02 635 700,000 -
0029443371 20010501 20160401 180 7.12 2,962.07 20010801 177 323,920.26 710 650,000 -
0029453354 20010401 20160301 180 7.37 3,817.68 20010701 176 409,870.05 728 650,000 -
0029453362 20010401 20160301 180 7.12 3,247.40 20010801 176 351,430.18 785 480,000 -
0029458510 20010601 20160501 180 7.25 3,651.45 20010801 178 397,522.98 790 1,200,000 -
0029472594 20010401 20160301 180 7.37 2,879.36 20010801 176 309,141.76 755 425,000 413,055
0029473857 20010601 20160501 180 7.12 4,713.95 20010801 178 517,142.21 744 680,000 -
0029483112 20010501 20160401 180 7.12 7,364.41 20010701 177 805,343.05 680 1,365,000 -
0029484102 20010601 20160501 180 7.12 8,469.52 20010801 178 929,146.76 789 1,650,000 -
0029501566 20010401 20160301 180 7.25 2,528.63 20010701 176 273,548.51 770 750,000 -
0029507605 20010501 20160401 180 7.00 2,972.87 20010801 177 327,601.22 754 540,000 -
0029511813 20010501 20160401 180 6.87 3,246.35 20010801 177 360,497.22 670 530,000 -
0029534336 20010501 20160401 180 7.00 3,190.84 20010801 177 351,620.34 763 480,000 -
0029534922 20010501 20110401 120 6.87 3,602.52 20010801 117 306,523.68 804 390,000 -
0029535580 20010601 20160501 180 7.12 2,771.85 20010801 178 301,503.79 767 340,000 -
0029538733 20010501 20110401 120 7.00 6,089.89 20010801 117 515,355.95 764 1,250,000 -
0029543154 20010601 20160501 180 7.00 4,359.32 20010801 178 481,930.77 734 750,000 -
0029553500 20010501 20160401 180 7.62 3,362.87 20010801 177 356,753.35 759 480,000 -
0029554888 20010501 20160401 180 6.87 5,770.30 20010801 177 640,079.92 745 900,000 -
0029571825 20010101 20151201 180 7.87 2,959.16 20010701 173 303,411.32 680 392,000 410,000
0029575636 20010501 20160401 180 6.87 3,353.37 20010701 177 372,358.25 686 580,000 -
0029575859 20010601 20160501 180 7.25 3,286.31 20010701 178 357,770.67 705 450,000 -
0029575875 20010601 20160501 180 7.00 2,597.62 20010801 178 287,171.09 753 435,000 -
0029577889 20010501 20160401 180 7.00 4,673.91 20010801 177 515,049.50 720 650,000 650,000
0029579547 20010601 20160501 180 7.00 2,804.34 20010701 178 310,025.58 0 390,000 -
0029585114 20010501 20160401 180 7.25 5,842.33 20010701 177 634,037.13 751 1,200,000 -
0029589272 20010601 20160501 180 7.00 2,950.85 20010801 178 326,222.42 787 500,000 -
0029590114 20010601 20160501 180 7.00 3,009.28 20010801 178 300,947.11 764 375,000 372,000
0029590379 20010501 20160401 180 6.87 2,839.66 20010801 177 315,336.04 757 400,000 398,000
0029596798 20010601 20150401 167 7.25 4,762.53 20010801 165 491,974.51 791 1,142,000 -
0029597879 20010601 20160501 180 6.87 4,445.89 20010701 178 495,311.09 677 730,000 -
0029599396 20010501 20160401 180 7.00 3,034.45 20010801 177 334,385.97 758 425,000 422,000
0029600574 20010601 20160501 180 7.00 2,921.19 20010701 178 322,943.30 678 475,000 475,000
0029601051 20010501 20160401 180 6.87 3,067.98 20010701 177 340,689.67 724 454,000 454,000
0029604006 20010501 20160401 180 7.12 3,741.99 20010701 177 409,209.37 742 530,100 531,425
0029610656 20010601 20160501 180 7.00 4,494.14 20010701 178 496,835.85 763 925,000 910,000
0029612769 20010501 20160401 180 7.00 2,876.25 20010701 177 316,953.55 732 402,000 -
0029613338 20010601 20160501 180 7.00 3,415.55 20010801 178 377,158.15 764 594,000 -
0029614740 20010601 20160501 180 6.87 3,121.50 20010801 178 347,761.02 757 515,000 494,000
0029615812 20010601 20160501 180 7.25 3,377.59 20010801 178 367,708.76 754 725,000 -
0029616489 20010601 20160501 180 7.00 6,920.98 20010801 178 765,127.21 726 1,825,000 -
0029623121 20010701 20160601 180 6.50 6,311.17 20010701 179 722,113.21 766 1,035,000 -
0029623568 20010501 20160401 180 7.25 3,651.45 20010801 177 390,949.99 777 1,050,000 -
0029623980 20010601 20160501 180 6.87 3,214.24 20010801 178 358,094.52 762 485,000 -
0029625613 20010701 20160601 180 6.87 3,067.98 20010801 179 342,902.85 759 450,000 -
0029625654 20010601 20160501 180 6.87 3,803.76 20010801 178 423,771.67 791 780,000 -
0029626850 20010601 20160501 180 6.75 2,654.73 20010801 178 298,060.10 745 480,000 -
0029628799 20010601 20160501 180 6.87 4,905.20 20010801 178 546,481.63 774 1,100,000 -
0029628807 20010601 20160501 180 6.87 2,720.16 20010901 178 302,136.63 776 420,000 -
0029630589 20010301 20160201 180 8.12 3,646.92 20010701 175 373,263.88 690 505,000 -
0029631165 20010601 20160501 180 6.87 3,014.47 20010701 178 335,837.80 714 430,000 -
0029631181 20010601 20160501 180 6.87 3,781.46 20010701 178 421,287.67 752 530,000 -
0029631207 20010601 20160501 180 7.12 3,057.19 20010701 178 335,387.18 721 450,000 -
0029631520 20010701 20160601 180 6.75 3,982.10 20010701 179 448,549.15 739 725,000 -
0029634987 20010301 20160201 180 7.37 3,376.12 20010701 175 359,802.95 760 550,000 525,000
0029636263 20010701 20160601 180 6.75 4,070.59 20010801 179 458,516.91 735 1,000,000 -
0029636693 20010701 20160601 180 7.12 3,623.33 20010801 179 398,751.67 650 725,000 -
0029639275 20010601 20160501 180 6.87 3,924.16 20010701 178 437,185.30 764 560,000 550,000
0029642196 20010601 20160501 180 6.87 3,567.42 20010801 178 397,441.19 786 775,000 775,000
0029642378 20010601 20160501 180 6.87 3,790.39 20010701 178 422,281.25 781 838,000 825,000
0029643392 20010601 20160501 180 7.12 3,623.33 20010801 178 397,495.93 782 650,000 -
0029647674 20010701 20160601 180 6.87 5,743.55 20010701 179 641,946.03 698 870,000 -
0029647856 20010501 20160401 180 7.12 4,914.14 20010801 177 537,390.64 747 1,150,000 -
0029650306 20010701 20160601 180 7.00 3,577.34 20010801 179 396,744.33 752 550,000 -
0029651486 20010601 20160501 180 6.87 2,706.34 20010701 178 301,508.81 661 348,000 348,000
0029656519 20010701 20160601 180 6.87 3,496.07 20010801 179 390,749.76 779 560,000 -
0029657996 20010701 20160601 180 6.87 8,053.44 20010801 179 900,120.00 767 1,337,000 -
0029658036 20010601 20160501 180 6.87 2,993.06 20010801 178 333,453.17 647 500,000 -
0029658903 20010701 20160601 180 6.75 3,495.39 20010701 179 393,726.49 711 1,000,000 -
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6707477474 20010701 20160601 180 7.00 7,035.58 20010801 179 780,280.46 771 1,200,000 -
6708916124 20010701 20160601 180 7.00 2,805.25 20010701 179 311,115.33 750 1,325,000 -
6711558335 20010801 20160701 180 6.87 3,995.51 20010801 180 448,000.00 734 1,000,000 -
6712370359 20010701 20160601 180 6.87 3,567.42 20010701 179 398,724.25 738 1,275,000 1,375,000
6716373367 20010601 20160501 180 6.75 3,699.81 20010801 178 413,880.63 791 566,000 565,000
6716852345 20010601 20160501 180 7.12 4,529.16 20010701 178 496,869.92 741 900,000 -
6717689134 20010801 20160701 180 7.00 5,285.12 20010801 180 588,000.00 779 840,000 -
6721526538 20010601 20160501 180 7.00 8,988.29 20010701 178 993,671.68 0 1,440,000 1,440,000
6726102673 20010701 20160601 180 6.75 3,539.64 20010801 179 398,710.36 782 1,800,000 -
6727960913 20010701 20140601 156 7.12 5,192.88 20010701 155 525,207.79 725 810,000 -
6728996700 20010601 20160501 180 7.00 3,370.61 20010701 178 372,626.88 733 500,000 -
6729533239 20010701 20160601 180 6.87 3,790.39 20010701 179 423,644.51 805 625,000 625,000
6730314454 20010601 20160501 180 6.87 4,280.91 20010701 178 476,929.41 788 705,000 -
6733065665 20010601 20160501 180 6.50 5,226.65 20010801 178 596,035.99 626 750,000 755,000
6733900960 20010701 20160601 180 6.87 3,955.38 20010701 179 442,085.51 701 615,000 -
6736738474 20010601 20160501 180 7.25 4,838.18 20010801 178 526,717.92 780 670,000 -
6740145856 20010801 20160701 180 6.87 3,567.42 20010801 180 400,000.00 796 633,000 -
6740325581 20010701 20160601 180 7.00 3,271.74 20010801 179 362,851.59 683 550,000 -
6742445015 20010701 20160601 180 6.87 5,797.06 20010801 179 647,926.90 641 1,000,000 -
6744868826 20010601 20160501 180 7.25 3,089.98 20010801 178 336,396.85 717 425,000 -
6745392644 20010601 20160501 180 6.87 3,344.46 20010701 178 372,399.96 688 500,000 -
6750077296 20010701 20160601 180 6.87 8,918.55 20010701 179 996,810.62 733 5,000,000 -
6750654086 20010801 20160701 180 6.62 3,490.03 20010801 180 397,500.00 672 540,000 525,000
6751577203 20010601 20160501 180 7.00 6,077.79 20010701 178 671,257.31 752 975,000 -
6753475125 20010701 20160601 180 6.75 3,784.76 20010801 179 426,321.05 741 630,000 -
6755652713 20010601 20160501 180 6.87 2,746.92 20010701 178 306,017.91 708 464,000 -
6757645848 20010601 20160501 180 7.00 4,422.24 20010701 178 488,003.93 745 615,000 -
6761809984 20010601 20160501 180 7.00 2,849.29 20010701 178 314,993.92 713 485,000 -
6765630188 20010801 20160701 180 7.25 3,879.67 20010801 180 425,000.00 751 846,000 845,192
6767041038 20010701 20160601 180 6.87 4,325.50 20010801 179 483,453.15 771 4,725,000 -
6772287477 20010701 20160601 180 6.87 5,047.90 20010801 179 564,194.81 714 720,000 707,500
6772457732 20010801 20160701 180 6.87 5,797.06 20010801 180 650,000.00 777 1,450,000 -
6776101880 20010701 20160601 180 6.87 4,488.71 20010801 179 501,694.78 779 719,000 719,000
6776319235 20010801 20160701 180 6.87 3,210.68 20010801 180 360,000.00 781 1,250,000 -
6776725373 20010701 20160601 180 7.00 3,943.61 20010701 179 437,365.77 793 585,000 585,000
6779509907 20010701 20160601 180 7.00 7,864.75 20010801 179 872,239.42 746 2,300,000 -
6780068042 20010601 20160501 180 7.25 3,368.47 20010701 178 366,714.93 769 905,000 -
6782706573 20010601 20160501 180 6.87 2,983.26 20010701 178 332,360.18 687 435,000 -
6783741207 20010101 20151201 180 7.75 2,579.10 20010801 173 122,085.20 798 445,000 442,000
6788118740 20010701 20160601 180 6.87 4,414.68 20010801 179 493,421.26 738 745,000 -
6788733761 20010601 20160501 180 7.12 4,076.25 20010801 178 447,182.92 777 1,575,000 -
6793511806 20010601 20160501 180 6.87 5,618.69 20010701 178 625,969.86 611 900,000 -
6795015871 20010601 20160501 180 7.00 4,602.01 20010801 178 508,759.89 787 700,000 640,000
6798146830 20010701 20160601 180 7.00 3,325.67 20010701 179 368,832.66 733 470,000 470,000
6798309826 20010701 20160601 180 6.87 3,344.46 20010801 179 373,803.98 742 970,000 -
6803577631 20010701 20160601 180 6.87 5,797.06 20010801 179 647,926.90 713 1,000,000 -
6803778866 20010801 20160701 180 6.87 5,447.01 20010801 180 610,750.00 783 800,000 -
6805203731 20010701 20160601 180 6.87 4,209.56 20010701 179 470,494.61 776 590,000 -
6808340753 20010701 20160601 180 6.62 3,950.98 20010701 179 448,533.40 795 957,000 957,000
6811457255 20010701 20160601 180 7.00 2,921.20 20010701 179 323,974.63 731 530,000 -
6812862628 20010701 20160601 180 7.25 5,933.61 20010801 179 647,993.47 739 1,240,000 -
6813298640 20010701 20160601 180 7.12 3,315.35 20010801 179 364,857.78 730 480,000 -
6814687312 20010701 20160601 180 6.75 7,742.96 20010701 179 872,178.92 768 1,750,000 -
6819741858 20010801 20160701 180 6.87 4,280.91 20010801 180 480,000.00 700 600,000 -
6824191651 20010701 20160601 180 6.87 4,370.09 20010701 179 488,437.20 707 970,000 -
6826402510 20010701 20160601 180 7.00 8,691.67 20010701 179 963,949.16 737 1,300,000 -
6826653294 20010601 20160501 180 7.12 4,474.81 20010801 178 490,907.48 685 632,000 -
6827468320 20010101 20151201 180 7.87 5,690.70 20010801 173 587,483.32 714 1,200,000 -
6829416871 20010701 20160601 180 6.75 3,167.98 20010701 179 356,845.77 761 480,000 -
6830051931 20010701 20160601 180 6.75 2,875.96 20010701 179 323,880.87 759 420,000 -
6832975178 20010801 20160701 180 6.75 3,185.68 20010801 180 360,000.00 687 450,000 450,010
6834766443 20010801 20160701 180 6.50 6,533.31 20010801 180 750,000.00 784 1,890,000 1,885,000
6836449915 20010601 20160501 180 7.37 4,047.67 20010801 178 437,304.74 737 750,000 -
6838569868 20010701 20160601 180 7.12 3,605.21 20010701 179 396,757.92 712 890,000 -
6843171817 20010801 20160701 180 5.87 2,528.10 20010801 180 302,000.00 757 390,000 -
6843498434 20010701 20160601 180 7.25 3,395.85 20010701 179 370,851.65 729 475,000 465,000
6843693240 20010601 20160501 180 6.87 2,809.35 20010801 178 312,984.92 780 890,000 -
6847169684 20010701 20160601 180 6.87 3,981.24 20010701 179 444,976.26 777 558,000 -
6847791172 20010701 20160601 180 6.87 4,209.56 20010801 179 470,494.61 674 866,000 -
6851139250 20010801 20160701 180 6.50 3,484.43 20010801 180 400,000.00 805 755,000 745,000
6852932414 20010701 20160601 180 6.75 7,610.23 20010701 179 857,227.27 737 1,460,000 1,460,000
6853675848 20010801 20160701 180 6.87 2,675.57 20010801 180 300,000.00 720 575,000 -
6859141118 20010801 20160701 180 6.87 2,818.26 20010801 180 316,000.00 718 395,000 395,000
6859693936 20001101 20151001 180 8.12 4,737.39 20010701 171 478,996.52 769 625,000 615,000
6861483367 20010801 20160701 180 7.12 7,871.68 20010801 180 869,000.00 767 1,265,000 -
6864781080 20010701 20160601 180 6.87 5,047.90 20010701 179 564,194.81 707 1,300,000 -
6868337053 20010601 20160501 180 7.00 5,752.51 20010701 178 634,478.89 742 890,000 -
6870351464 20010701 20160601 180 6.75 3,557.34 20010701 179 400,703.91 775 1,197,000 -
6870583694 20010801 20160701 180 7.00 7,190.63 20010801 180 800,000.00 725 1,000,000 1,000,000
6870882252 20010701 20160601 180 6.87 4,994.39 20010701 179 558,213.94 780 891,000 -
6872499774 20010701 20160601 180 6.87 2,764.75 20010701 179 309,011.29 668 440,000 -
6874020941 20010601 20160501 180 6.75 3,119.31 20010701 178 350,210.55 710 470,000 -
6876914257 20010701 20160601 180 7.00 2,930.19 20010801 179 324,971.48 732 440,000 -
6885267077 20010601 20160501 180 7.00 5,960.58 20010801 178 658,953.38 745 1,200,000 -
6886598413 20010701 20160601 180 6.87 3,210.68 20010701 179 358,851.82 763 490,000 450,000
6887479829 20010701 20160601 180 6.75 2,986.57 20010801 179 336,411.87 725 600,000 -
6891271055 20010701 20160601 180 6.75 2,654.73 20010801 179 299,032.77 744 580,000 -
6891477819 20010701 20160601 180 6.87 4,869.53 20010701 179 544,258.59 734 920,000 -
6891834316 20010701 20160601 180 7.00 4,314.38 20010701 179 478,485.62 687 706,000 -
6892326536 20010701 20160601 180 6.87 4,164.96 20010701 179 465,510.56 782 1,050,000 -
6894230124 20010701 20160601 180 7.00 5,392.97 20010801 179 598,107.03 760 1,575,000 -
6895702022 20010701 20160601 180 7.25 3,600.34 20010701 179 393,182.49 791 890,000 -
6897876139 20010701 20160601 180 6.87 2,978.80 20010701 179 332,934.74 780 650,000 -
6899007089 20010601 20160501 180 6.87 8,472.62 20010701 178 943,922.82 745 2,000,000 -
6900223956 20010601 20160501 180 6.87 3,629.85 20010701 178 404,396.40 790 1,500,000 -
6904670467 20010801 20160701 180 6.75 4,097.14 20010801 180 463,000.00 797 820,000 -
6911377635 20010701 20160601 180 6.75 4,428.98 20010701 179 498,886.33 782 715,000 -
6911721253 20010701 20160601 180 6.75 3,415.76 20010701 179 384,755.49 721 750,000 -
6911912266 20010801 20160701 180 6.87 3,121.50 20010801 180 345,658.52 705 451,000 -
6912956353 20010701 20160601 180 6.87 6,421.36 20010701 179 717,703.64 728 1,085,000 960,000
6913440993 20010701 20160601 180 6.87 3,745.79 20010701 179 418,660.46 791 613,000 600,000
6917722594 20010601 20160501 180 6.87 4,459.28 20010801 178 496,801.47 751 715,000 -
6919676202 20010701 20160601 180 7.25 5,002.49 20010701 179 546,308.34 733 795,000 -
6920298749 20010701 20160601 180 6.75 3,406.91 20010701 179 383,758.72 737 685,000 -
6921632706 20010701 20160601 180 6.87 4,459.28 20010701 179 498,405.30 739 725,000 -
6921785157 20010601 20160501 180 6.87 3,150.20 20010801 178 350,959.45 752 1,565,000 -
6923141037 20010701 20160601 180 7.25 4,518.68 20010801 179 484,574.32 705 1,875,000 -
6926261063 20010601 20160501 180 6.87 2,643.46 20010701 178 294,503.92 711 555,000 -
6928455101 20010701 20160601 180 7.00 4,449.21 20010701 179 493,438.29 668 725,000 -
6930153124 20010601 20160501 180 7.00 4,494.15 20010701 178 496,835.84 773 858,000 858,000
6930986721 20010701 20160601 180 6.50 3,379.90 20010801 179 386,721.77 731 600,000 -
6934284917 20010801 20160701 180 6.87 5,707.87 20010801 180 639,670.28 677 950,000 -
6935912102 20010701 20160601 180 7.00 3,482.96 20010701 179 386,277.46 736 560,000 -
6938684674 20010701 20160601 180 7.12 3,016.42 20010701 179 331,960.77 760 520,000 -
6940046169 20010801 20160701 180 7.12 3,369.70 20010801 180 372,000.00 677 465,000 465,000
6941155456 20010701 20160601 180 7.25 4,746.89 20010801 179 518,394.78 742 650,000 -
6941732783 20010801 20160701 180 6.87 3,588.83 20010801 180 402,400.00 746 865,000 -
6944454575 20010701 20160601 180 6.87 5,093.39 20010701 179 569,278.54 737 950,000 -
6944551818 20010701 20160601 180 6.87 5,217.35 20010801 179 583,134.21 737 2,975,000 -
6950671104 20010701 20160601 180 7.00 3,954.85 20010701 179 438,611.82 691 730,000 -
6954401060 20010701 20160601 180 6.87 3,870.65 20010801 179 432,615.81 701 630,000 -
6956550542 20010701 20160601 180 6.75 2,716.68 20010801 179 306,010.20 747 2,000,000 -
6956850215 20010701 20160601 180 6.87 3,977.68 20010801 179 444,577.53 787 1,025,000 -
6958163880 20010701 20160601 180 7.00 2,876.26 20010701 179 318,990.41 698 405,000 400,000
6959684314 20010601 20160501 180 7.00 3,559.37 20010701 178 393,050.77 759 495,000 495,000
6959823524 20010701 20160601 180 6.75 2,787.47 20010801 179 313,984.41 798 565,000 565,000
6963992315 20010701 20160601 180 6.87 4,816.02 20010801 179 538,277.73 672 1,100,000 -
6971369084 20010701 20160601 180 6.87 5,128.17 20010801 179 573,166.10 776 950,000 -
6971496630 20010801 20160701 180 6.87 3,103.66 20010801 180 348,000.00 756 550,000 -
6972122706 20010801 20160701 180 6.87 3,121.50 20010801 180 350,000.00 754 570,000 -
6973514463 20010801 20160701 180 7.00 4,098.66 20010801 180 456,000.00 688 570,000 570,000
6977003232 20010701 20160601 180 6.87 3,567.42 20010701 179 398,724.25 749 620,000 -
6977823357 20010701 20160601 180 6.87 6,242.99 20010701 179 697,767.43 715 1,800,000 -
6979027080 20010801 20160701 180 6.75 8,849.10 20010801 180 1,000,000.00 702 1,535,000 1,500,000
6981083105 20010701 20160601 180 6.87 2,604.22 20010801 179 291,068.70 751 475,000 -
6982178144 20010701 20160601 180 6.87 3,121.50 20010801 179 348,883.71 728 840,000 -
6983630747 20010801 20160701 180 7.00 3,145.90 20010801 180 350,000.00 753 620,000 -
6988929789 20010801 20160701 180 7.00 5,617.68 20010801 180 625,000.00 793 1,000,000 -
6990765700 20010601 20160501 180 7.62 5,296.52 20010701 178 563,601.82 708 810,000 -
6991347300 20010801 20160701 180 6.50 5,078.56 20010801 180 583,000.00 711 1,340,000 -
6994538038 20010601 20160501 180 6.75 4,867.01 20010701 178 546,443.51 771 885,000 -
6995952006 20010701 20160601 180 7.12 2,717.50 20010701 179 299,063.75 709 765,000 -
6996721673 20010701 20160601 180 7.00 4,943.56 20010701 179 548,264.77 787 1,550,000 -
6997516163 20010601 20160501 180 7.12 2,717.50 20010701 178 297,737.17 774 715,000 -
6999009894 20010801 20160701 180 6.87 2,876.24 20010801 180 322,500.00 762 485,000 -
EXHIBIT D-3
LOAN GROUP 3 MORTGAGE LOAN SCHEDULE
BANK OF AMERICA MORTGAGE
BOAMS 2001-8
GROUP III: CA
MORTGAGE SCHEDULE
Loan Count: 344
Scheduled PB: 145,742,273.33
Interest Rate W/A: 7.246
Unpaid PB W/A: 423,669.40
Remaining Term W/A: 359
LOAN BORROWER ZIP PROPERTY LOAN DOC ORIG CURRENT ORIGINAL
NUMBER LAST NAME STATE CODE TYPE OCCUPANCY PURPOSE TYPE LTV LTV PB
------ --------- ----- ---- ---- --------- ------- ---- --- --- --
0029145687 BAIERL CA 92656 PUD Primary Purchase Standard 79.99 79.93 435,200
0029341914 WING JR CA 94123 Single Family Primary Refinance Standard 53.17 53.00 795,000
0029404217 IJAZ CA 92130 Single Family Primary Purchase Standard 80.00 79.82 420,000
0029529468 MENDEZ CA 95492 Single Family Primary Purchase Reduced 74.87 74.76 292,000
0029538162 PERRAULT CA 92692 PUD Primary Purchase Standard 79.99 79.80 367,850
0029540465 MININNO CA 95465 Single Family Primary Cash-out Refinance Reduced 33.84 33.76 330,000
0029573102 WEINGARTEN CA 92867 PUD Primary Purchase Reduced 79.99 79.86 340,250
0029573490 CONNOLLY CA 92009 Condominimum Primary Purchase Standard 79.99 79.87 341,800
0029578234 CAMIRE CA 91760 Single Family Primary Purchase Reduced 79.99 79.81 358,728
0029593993 RICHARDS CA 90035 Single Family Primary Cash-out Refinance Standard 71.60 71.43 358,000
0029605169 WAGSCHAL CA 92656 PUD Primary Purchase Standard 79.99 79.93 496,100
0029606795 LE CA 92808 PUD Primary Purchase Standard 89.99 89.38 569,950
0029616984 CUNHA CA 95003 Single Family Primary Cash-out Refinance Reduced 48.00 47.92 600,000
0029622610 GONZALES CA 95010 Single Family Primary Cash-out Refinance Reduced 64.34 64.29 373,200
0029622636 POOLER CA 90403 Condominimum Primary Purchase Reduced 80.00 79.82 384,000
0029625134 DEUTSCH CA 92037 Single Family Primary Cash-out Refinance Standard 49.89 49.89 489,000
0029626553 MANDELL CA 91362 Single Family Primary Refinance Standard 67.57 67.47 323,700
0029628476 MACY CA 95010 Single Family Primary Cash-out Refinance Reduced 68.96 68.85 400,000
0029630068 MC KERNAN CA 92887 Single Family Primary Purchase Reduced 79.99 79.87 335,900
0029642584 HAMMAN CA 93105 Single Family Primary Purchase Standard 80.00 79.93 516,000
0029647690 MCELHINNEY CA 94566 Single Family Primary Purchase Reduced 40.00 39.93 400,000
0029650132 RICHARDS CA 92629 Condominimum Secondary Refinance Standard 74.00 73.83 296,000
0029654142 CARRINO CA 92130 Single Family Primary Refinance Standard 54.17 54.04 395,500
0029660040 PINELLI CA 94550 Single Family Primary Purchase Standard 51.67 51.55 374,300
0029661576 ROSENBERG CA 94550 Single Family Primary Cash-out Refinance Standard 79.82 79.52 463,000
0029673068 SPARKS CA 91760 Single Family Primary Purchase Standard 80.00 79.80 355,488
0029673522 GORMAN SR CA 95746 PUD Primary Purchase Standard 80.00 79.87 376,400
0029688348 KENNEDY CA 95020 Single Family Primary Cash-out Refinance Standard 79.06 78.88 340,000
0029688371 KINYON CA 95128 Single Family Primary Refinance Standard 78.93 78.74 371,000
0029688736 EPPERSON CA 94549 Single Family Primary Purchase Standard 80.00 79.80 420,000
0029689064 LASHGARI CA 92614 PUD Primary Purchase Standard 80.00 79.78 488,000
0029689247 MEURS CA 92886 PUD Primary Purchase Standard 65.00 64.72 650,000
0029689312 BARRY CA 95020 Single Family Primary Cash-out Refinance Standard 80.00 79.73 396,000
0029689338 KALPAKOFF CA 95037 Single Family Primary Cash-out Refinance Standard 72.34 72.22 340,000
0029689379 PARKER CA 92651 Single Family Primary Purchase Standard 80.00 79.80 552,000
0029689429 MCCARRICK CA 94566 Single Family Primary Purchase Standard 46.42 46.29 650,000
0029692043 HUDSON CA 95404 Single Family Primary Cash-out Refinance Reduced 45.12 45.09 440,000
0029695921 VAKILI CA 92677 PUD Primary Cash-out Refinance Standard 81.07 80.94 377,000
0029696069 JIMENEZ CA 92679 PUD Primary Purchase Standard 79.99 79.88 585,350
0029700283 DOLLAR CA 95125 Single Family Primary Cash-out Refinance Standard 50.00 49.90 450,000
0029701810 CHUNG CA 92867 PUD Primary Purchase Standard 71.34 56.99 498,000
0029701901 SWANSON CA 94509 PUD Primary Purchase Reduced 80.00 79.87 294,000
0029702016 TRAN CA 95037 PUD Primary Purchase Standard 80.00 79.87 543,200
0029706330 EGHBALI CA 90035 Single Family Primary Purchase Standard 80.00 79.88 420,800
0029708369 MITCHELL CA 92648 Single Family Primary Purchase Standard 79.99 79.87 351,900
0029708484 ADAMS CA 94611 Single Family Primary Cash-out Refinance Standard 60.00 59.95 345,000
0029708690 SHATTUCK CA 95128 Single Family Primary Purchase Standard 80.00 79.94 400,000
0029709771 DOWNING CA 91381 PUD Primary Purchase Standard 79.99 79.87 315,350
0029709813 CARBONE CA 92629 PUD Primary Purchase Standard 80.00 79.93 421,600
0029730645 TSE CA 91030 Single Family Primary Refinance Standard 80.00 79.87 452,000
0029733557 LAMBERT CA 95037 PUD Primary Purchase Standard 79.99 79.93 627,500
0029733821 CIPRES CA 94044 Single Family Primary Refinance Standard 74.63 74.58 362,000
0029734019 RAJENDRAN CA 95136 Single Family Primary Purchase Standard 80.00 79.37 380,000
0029734761 CUADROS CA 94566 Single Family Primary Refinance Standard 50.49 50.30 318,100
0029734969 ORMSBY CA 95035 PUD Primary Refinance Standard 79.52 79.39 497,000
0029736386 TABAREJO CA 91381 PUD Primary Purchase Standard 79.98 79.82 428,700
0029736394 FARRELL CA 92679 PUD Primary Purchase Reduced 79.99 79.87 569,900
0029754330 KLINGER CA 92679 PUD Primary Purchase Reduced 79.99 79.93 561,350
0099002982 DEVILLERS CA 93012 Single Family Primary Cash-out Refinance Standard 64.84 64.68 415,000
0099008476 LAU CA 94403 PUD Primary Purchase Standard 64.78 64.68 368,000
0099015596 CAMERON CA 92656 PUD Primary Purchase Standard 79.99 79.86 406,400
0099017352 ORTEGA CA 95076 Single Family Primary Cash-out Refinance Standard 51.81 51.71 342,000
0099026262 ARRIOLA CA 91913 PUD Primary Purchase Reduced 79.99 79.76 339,200
0099028805 BROWN CA 92009 PUD Primary Purchase Standard 79.81 79.68 423,000
0099032096 BERNHOLZ CA 92037 PUD Primary Purchase Standard 38.09 38.09 400,000
0099033763 RUANO JR CA 94579 Single Family Primary Cash-out Refinance Standard 66.94 66.83 395,000
0099037053 LAMB CA 94588 Single Family Primary Refinance Standard 56.45 56.36 310,500
0099037111 IVERSON CA 94588 PUD Primary Purchase Standard 67.65 67.53 389,000
0099038036 EBERLE CA 94066 Single Family Primary Cash-out Refinance Standard 59.01 58.97 360,000
0099042566 FANG CA 94579 PUD Primary Purchase Standard 74.13 74.07 430,000
0099043812 WAEGNER CA 91381 PUD Primary Purchase Standard 79.99 79.93 397,400
0099045734 DONATH CA 91765 Single Family Primary Refinance Standard 87.09 87.02 324,000
0099046534 SCHWARZER CA 95066 PUD Primary Cash-out Refinance Reduced 48.75 48.71 585,000
0099047847 MCCOY CA 90035 Single Family Primary Purchase Standard 80.00 79.93 450,400
0099052250 TOPONCE CA 94549 PUD Investor Purchase Standard 75.00 74.94 303,750
0099055352 GOSS CA 95050 Single Family Primary Refinance Standard 58.33 58.28 315,000
0099056442 CARLTON CA 92656 PUD Primary Purchase Standard 79.99 79.93 566,400
0099059388 BENSON CA 95037 Single Family Primary Refinance Standard 64.70 64.65 550,000
0099061913 IRVINE CA 94952 Single Family Primary Cash-out Refinance Reduced 61.95 61.95 381,000
6005385270 LEE CA 92677 PUD Primary Purchase Rapid 80.00 79.87 412,000
6006287400 GARDNER CA 93012 PUD Primary Cash-out Refinance Rapid 24.86 24.86 317,000
6008677343 BOWEN CA 94530 Single Family Primary Purchase Rapid 79.96 79.83 455,000
6011837413 HALL CA 93933 Single Family Primary Cash-out Refinance Standard 74.76 74.65 400,000
6011892079 RUCKER CA 92677 PUD Primary Refinance Standard 64.00 64.00 400,000
6025413193 VITALE CA 95032 Single Family Primary Cash-out Refinance Rapid 51.18 51.09 476,000
6027473757 GULLETT III CA 95125 Single Family Primary Cash-out Refinance Standard 65.90 65.90 547,000
6036529334 KILLIMETT CA 94080 Single Family Primary Purchase Standard 80.00 80.00 356,000
6038057102 GILBERT CA 92064 Single Family Primary Cash-out Refinance Standard 75.00 74.89 382,500
6045074785 COULSTON CA 94517 Single Family Primary Cash-out Refinance Rapid 67.16 67.06 376,114
6047628794 YAMAMOTO CA 92122 Condominimum Secondary Refinance Rapid 67.33 67.22 353,500
6050210878 YANO CA 94549 Single Family Primary Cash-out Refinance Standard 69.44 69.44 625,000
6053924640 VAN CA 92808 PUD Primary Purchase Standard 80.00 79.93 367,200
6057778786 KOELSCH CA 92692 PUD Primary Purchase Rapid 80.00 80.00 324,000
6063149030 LEBLANC CA 95066 Single Family Primary Cash-out Refinance Standard 59.61 59.51 310,000
6064740456 GUTIERREZ CA 95050 Single Family Primary Cash-out Refinance Standard 73.39 73.34 400,000
6065754316 BRUCE CA 95110 Single Family Primary Cash-out Refinance Standard 70.00 69.95 546,000
6072420083 GALUHN CA 92648 PUD Primary Refinance All Ready Home 53.82 53.82 436,000
6074991933 WANG CA 94506 PUD Investor Purchase Standard 50.89 50.81 313,000
6079659931 RIDDELL CA 94566 Single Family Primary Cash-out Refinance Rapid 74.07 74.01 400,000
6084098026 MAGOON CA 93117 PUD Primary Purchase Rapid 79.99 79.94 488,663
6089514415 DUGGER CA 94610 PUD Primary Purchase Rapid 80.00 79.80 405,600
6091751427 KUMAR CA 95062 Single Family Primary Cash-out Refinance Rapid 51.00 51.00 380,000
6096599201 AGUILAR CA 94536 Single Family Primary Cash-out Refinance Rapid 68.18 68.13 300,000
6099920784 WILLIAMS CA 95148 Single Family Primary Refinance Standard 73.52 73.47 375,000
6111324841 SCHIFFMAN CA 92692 PUD Primary Refinance Rapid 74.56 74.56 425,000
6112112807 LOPEZ CA 92867 PUD Primary Cash-out Refinance Rapid 62.68 62.68 304,000
6114370668 MAGALONG CA 94066 Two Family Primary Refinance Rapid 54.70 54.70 465,000
6136216386 NGUYEN CA 95148 Single Family Primary Cash-out Refinance Standard 65.61 65.51 397,000
6151469381 WELSH CA 90277 Single Family Primary Purchase Rapid 80.00 80.00 599,200
6154718792 CORRAL CA 93117 Single Family Primary Purchase Rapid 80.00 79.86 380,000
6156273366 MILLER CA 92808 PUD Primary Refinance Standard 69.90 69.84 436,900
6157699429 MONROE CA 92887 Single Family Primary Refinance Rapid 68.42 68.36 650,000
6157768307 DOHERTY CA 94122 Single Family Primary Purchase Standard 80.00 80.00 608,000
6161373250 PAGANUCCI CA 95126 Single Family Primary Refinance Rapid 75.00 74.94 382,500
6166877263 SPROLES CA 90069 Single Family Primary Refinance Rapid 52.03 51.96 754,555
6175982260 PAULSEN CA 95062 Single Family Primary Purchase Rapid 78.21 78.21 481,000
6180417666 MURPHY CA 94403 Single Family Primary Refinance Standard 77.60 77.54 388,000
6181184331 RAYMOND-CAMPBEL CA 94530 Single Family Primary Purchase Standard 80.00 79.86 319,200
6183874624 CHING CA 94087 Condominimum Primary Purchase Rapid 80.00 79.86 428,000
6184823505 YOUNG CA 90277 Condominimum Primary Cash-out Refinance Standard 75.00 74.93 307,500
6185639058 HO CA 94005 Condominimum Primary Purchase Standard 80.00 79.93 315,200
6187548323 RUIZ CA 94558 Single Family Primary Purchase Standard 80.00 79.93 452,000
6189898973 OLSEN CA 94044 Single Family Primary Cash-out Refinance Rapid 71.42 71.37 350,000
6198418060 PRUETT CA 92008 Single Family Primary Purchase Rapid 89.00 88.93 370,240
6208018124 ESTRADA CA 95023 Single Family Primary Cash-out Refinance Standard 68.53 68.47 380,000
6208544343 RONNOW CA 92629 Single Family Primary Purchase Standard 80.17 79.84 335,920
6210105927 DOMMASCHK CA 94546 Single Family Primary Refinance Standard 80.00 79.88 364,000
6210559495 MOLYNEAUX III CA 94552 PUD Primary Cash-out Refinance Standard 65.87 65.76 360,000
6217289377 RIVERA CA 95125 Single Family Primary Purchase Rapid 90.00 90.00 384,750
6231812204 RAVI CA 92620 Single Family Primary Purchase Standard 80.00 79.86 348,000
6233874467 KHAN CA 94506 PUD Primary Cash-out Refinance Standard 43.67 43.64 404,000
6237072365 WHITE CA 94044 Single Family Primary Refinance Standard 80.00 79.93 372,000
6240639630 SCHWAB CA 92648 Single Family Primary Cash-out Refinance Standard 70.00 70.00 490,000
6241741641 WILDE CA 94122 Two Family Primary Purchase Standard 74.52 74.52 585,000
6244992787 WECKEL CA 92629 PUD Primary Refinance Standard 77.60 77.60 357,000
6250529267 STODDARD CA 92867 Single Family Primary Purchase Standard 80.00 80.00 408,000
6252114340 BURTON CA 93012 Single Family Primary Cash-out Refinance Rapid 60.55 60.50 330,000
6264197564 BRADBURY JR CA 91001 Single Family Primary Refinance Standard 79.03 78.97 460,000
6267872072 LEWIS CA 92886 PUD Primary Purchase Rapid 80.00 80.00 368,000
6269513344 BANE JR CA 92692 PUD Primary Purchase Rapid 80.00 80.00 296,000
6279953530 MURNANE CA 90274 PUD Primary Purchase Standard 80.00 79.93 340,000
6285901598 STUTZMAN CA 95370 Single Family Primary Cash-out Refinance Standard 43.02 43.02 451,780
6294731895 LATHAM CA 94080 Three Family Primary Refinance Standard 80.00 80.00 448,000
6305625631 RIDDLE CA 90505 Condominimum Primary Refinance All Ready Home 63.84 63.84 415,000
6305754308 SHURTZ CA 94903 Single Family Primary Cash-out Refinance Rapid 52.89 52.89 320,000
6306157659 GONZALEZ CA 95023 Single Family Primary Cash-out Refinance Standard 71.60 71.54 358,000
6309290440 PETERS CA 92620 PUD Primary Refinance Rapid 52.16 52.16 326,000
6311191552 WRIGHT CA 94574 Single Family Primary Refinance All Ready Home 53.03 52.94 350,000
6312162636 LIN CA 95035 Single Family Primary Purchase Standard 77.57 77.51 349,000
6313321256 SMITH CA 95136 Single Family Investor Refinance Standard 63.63 63.63 350,000
6315817830 VAN DYKE CA 90277 Condominimum Primary Refinance Rapid 73.17 73.03 300,000
6322701084 WINTON CA 94705 Single Family Primary Refinance Rapid 54.16 54.12 650,000
6326582852 STANFORD JR CA 95037 Single Family Primary Purchase Standard 80.00 80.00 499,960
6327792716 NOONAN CA 95492 Single Family Primary Cash-out Refinance Rapid 63.04 63.04 290,000
6335737828 SCHUMACHER CA 92867 PUD Primary Purchase Standard 80.00 79.93 588,000
6342371389 FOSSUM CA 95650 Single Family Primary Purchase Standard 80.00 80.00 304,000
6351371403 SHARIFIAN CA 90274 Single Family Primary Cash-out Refinance Standard 64.26 64.26 980,000
6358442926 MILLER CA 91604 Single Family Primary Refinance Rapid 78.18 78.11 430,000
6365607453 TOSCANO CA 94080 Single Family Primary Purchase Rapid 80.00 80.00 304,800
6365713020 SEVASTYANOV CA 92614 PUD Primary Refinance Standard 80.00 80.00 416,000
6369100380 CHUNG CA 94131 Single Family Primary Refinance Rapid 62.75 62.75 524,000
6371710994 FISCHLOWITZ CA 92064 PUD Primary Refinance Rapid 46.42 46.42 649,900
6378634981 BADEAUX CA 95062 Single Family Primary Refinance Rapid 56.17 56.17 323,000
6392976640 ROBERTS CA 92660 Single Family Primary Cash-out Refinance Standard 69.89 69.89 318,000
6403008896 WASHINGTON SR CA 92037 Condominimum Primary Cash-out Refinance Standard 63.49 63.39 400,000
6408142922 FLEENOR CA 92648 Single Family Primary Purchase Standard 80.00 79.94 532,000
6418343940 UNDERBERGER CA 90274 Single Family Primary Purchase Standard 57.97 57.971,000,000
6420927268 BANDUCCI CA 94509 Single Family Primary Cash-out Refinance Standard 79.78 79.71 363,000
6429173666 DEAN CA 95066 Single Family Primary Cash-out Refinance Rapid 59.54 59.11 390,000
6432332010 DUVALL CA 92651 Single Family Primary Refinance Standard 80.00 80.00 596,000
6435362998 BRADBURY III CA 93109 Single Family Primary Refinance Rapid 76.42 76.42 321,000
6435647653 STAM CA 94131 Two Family Primary Cash-out Refinance Standard 68.75 68.69 550,000
6437223396 SORIA CA 93906 Single Family Primary Purchase Standard 79.98 79.98 444,000
6439955649 WHERRITT CA 95472 Single Family Primary Refinance Rapid 37.57 37.52 357,000
6439985257 ALEXANDER CA 95112 Condominimum Primary Cash-out Refinance Standard 50.37 50.37 340,000
6440747712 BURZELL CA 92651 Two Family Primary Purchase Standard 80.00 79.93 593,600
6446902956 JUNG CA 92625 Condominimum Primary Purchase Standard 77.42 77.29 650,000
6450534752 REYMOND CA 90277 Single Family Primary Cash-out Refinance Rapid 59.69 59.69 388,000
6459335540 WANG CA 94080 Two Family Investor Purchase Standard 75.00 75.00 420,000
6464645081 RAMOS CA 94080 Single Family Primary Refinance Standard 80.00 79.88 304,000
6467118599 GREGSON CA 90720 Single Family Primary Cash-out Refinance Standard 68.88 68.83 310,000
6472358388 CONE CA 94022 Single Family Primary Cash-out Refinance Standard 45.83 45.83 550,000
6475789670 JACKSON CA 93117 Single Family Primary Purchase Rapid 80.00 79.93 503,200
6476527616 MATHISON CA 95112 Single Family Primary Cash-out Refinance Standard 62.66 62.66 282,000
6477853714 KARGL CA 92692 PUD Primary Refinance Rapid 75.87 75.80 305,000
6479844265 HERNANDEZ CA 95023 Single Family Primary Refinance Standard 88.54 88.47 290,000
6484271801 HAUGAARD CA 95126 Single Family Primary Purchase Rapid 80.00 79.93 439,200
6488033579 MIHANOVIC CA 90266 Single Family Primary Purchase Standard 67.79 67.741,000,000
6498044723 PARK CA 90265 Single Family Primary Refinance Standard 69.70 69.64 822,473
6501899618 FERNANDEZ CA 95037 Single Family Primary Cash-out Refinance Standard 60.74 60.74 328,000
6502959080 SAHOTA CA 94538 PUD Primary Cash-out Refinance Rapid 66.35 66.30 355,000
6503474550 SORENSEN CA 90266 Single Family Primary Purchase Rapid 80.00 79.93 600,000
6511184522 HAMBRICK CA 94610 Single Family Primary Refinance Rapid 39.44 39.34 355,000
6514025987 BOROWSKI CA 94501 Single Family Primary Refinance Rapid 62.50 62.44 650,000
6514185237 GUERRERO CA 93906 Single Family Primary Cash-out Refinance Standard 67.52 67.47 287,000
6516651772 FRIEDLAND CA 92648 PUD Primary Refinance Rapid 71.57 71.57 408,000
6520038354 BRUGMAN CA 94022 Single Family Primary Purchase Rapid 44.82 44.79 650,000
6522870226 TELLE-MARTY CA 95066 Single Family Primary Cash-out Refinance Standard 70.00 70.00 484,750
6524157184 CASAGRANDE CA 91604 Single Family Primary Purchase Rapid 80.00 79.88 392,000
6525711120 CATALANO CA 94610 Single Family Primary Purchase Rapid 80.00 79.94 440,000
6527847823 BANVILLE CA 94549 Single Family Primary Purchase Rapid 76.66 76.60 575,000
6529268333 HEMMERLING CA 95125 Single Family Primary Purchase Rapid 78.26 78.26 450,000
6531035993 WEINGER CA 90245 Single Family Primary Purchase Rapid 80.00 80.00 364,000
6536948380 CORNELIOUS CA 94619 Single Family Primary Purchase Standard 80.00 79.94 300,000
6541157431 VALDOVINOS CA 91030 Single Family Primary Cash-out Refinance Rapid 65.74 65.62 355,000
6543504382 IORIO CA 92122 Single Family Primary Purchase Standard 80.00 80.00 320,000
6544660696 LEVETT CA 92116 Single Family Primary Cash-out Refinance Standard 66.94 65.94 395,000
6552357961 BARRIOS-HAUNSCH CA 92008 PUD Primary Refinance Standard 80.00 79.94 384,000
6553080869 PRESTON CA 92620 PUD Primary Refinance Standard 80.00 80.00 348,000
6554230471 SURILLO CA 92037 Single Family Primary Refinance Standard 78.85 78.78 757,000
6556936190 CORTEZ CA 94555 Single Family Primary Cash-out Refinance Rapid 66.66 66.66 300,000
6557181283 HOM CA 90266 Condominimum Primary Purchase Rapid 75.00 74.87 472,500
6559630055 IGNACIO CA 95054 Single Family Primary Cash-out Refinance Standard 75.00 74.88 345,000
6559741290 KEHOE CA 94044 Single Family Primary Refinance Rapid 69.05 68.99 328,000
6560718758 CHAPMAN CA 92210 PUD Primary Refinance Rapid 80.00 79.87 341,600
6570621638 MAHANI CA 94708 Single Family Primary Cash-out Refinance Rapid 70.00 69.94 525,000
6571601894 GORDANI CA 95066 PUD Primary Purchase Rapid 80.00 80.00 359,600
6576977000 HARVEY CA 93012 PUD Primary Refinance Standard 79.50 79.50 636,000
6578470913 AU CA 90505 PUD Primary Purchase Standard 79.98 79.83 377,500
6583331761 RAMIREZ CA 93906 Single Family Primary Refinance Standard 79.74 79.74 315,000
6588331774 MARTINEZ CA 95678 PUD Primary Purchase Standard 80.00 79.94 438,930
6591652661 CONOLLY CA 95035 Single Family Primary Purchase Rapid 66.88 66.88 404,000
6593804393 CARRILLO CA 92886 Single Family Primary Purchase Standard 88.88 88.80 400,000
6594298447 TRAN CA 95148 Single Family Primary Cash-out Refinance Rapid 66.27 66.22 342,000
6595019891 WILLIAMS CA 94506 PUD Primary Cash-out Refinance Rapid 60.18 60.08 285,902
6595978997 BLAALID CA 92692 PUD Primary Purchase Rapid 80.00 79.93 492,720
6611565521 NEVIS CA 94506 PUD Primary Cash-out Refinance Rapid 45.71 45.67 560,000
6618324708 DANIHEL CA 90277 Single Family Primary Cash-out Refinance Rapid 75.00 75.00 315,000
6620740180 CHUI CA 94044 Single Family Primary Purchase Rapid 80.00 79.93 400,000
6624065725 DUDUGJIAN CA 95746 PUD Primary Refinance Standard 55.55 55.51 550,000
6627553297 IKE CA 90505 PUD Primary Purchase Rapid 79.99 79.92 347,150
6631050587 LICHTMAN JR CA 92620 PUD Primary Cash-out Refinance Rapid 65.00 65.00 351,000
6631760003 JONES CA 90274 Single Family Primary Refinance Standard 74.96 74.90 476,000
6633353112 TOTH CA 94087 Single Family Primary Refinance Standard 42.63 42.54 405,000
6633546707 RALSTON CA 94517 Single Family Primary Refinance Rapid 69.88 69.82 297,000
6641477499 MARTINEZ CA 95125 Single Family Primary Refinance Standard 67.92 67.87 360,000
6642632506 POLSBY CA 94708 Single Family Primary Cash-out Refinance Standard 47.61 47.58 500,000
6642693466 STUDER CA 92886 Single Family Primary Purchase Rapid 80.00 80.00 372,000
6643152595 PISLE CA 94705 Condominimum Primary Cash-out Refinance Standard 70.00 70.00 420,000
6644493444 HULTGREN CA 95023 Single Family Primary Purchase Rapid 80.00 80.00 360,998
6665102650 SLOAN CA 94552 PUD Primary Purchase Rapid 80.00 79.83 316,000
6666393621 OVIEDO-RAINS CA 94952 PUD Primary Purchase Rapid 80.00 79.87 414,400
6667360736 ROMERO CA 95148 Single Family Primary Cash-out Refinance Rapid 80.00 79.93 328,000
6667979667 DUNNE CA 95032 Single Family Primary Cash-out Refinance Standard 45.73 45.66 590,000
6677995646 RASMUSSEN CA 95076 Single Family Primary Cash-out Refinance Rapid 66.66 66.61 400,000
6678604155 PAPERA CA 94566 Single Family Primary Cash-out Refinance Rapid 73.90 73.84 388,000
6680442040 DOERING CA 90245 Single Family Primary Purchase Rapid 79.88 79.88 415,000
6681144702 KASSO CA 94022 Single Family Primary Refinance Rapid 21.66 21.64 650,000
6687223450 RIEMANN CA 92679 PUD Primary Cash-out Refinance Rapid 69.93 69.46 570,000
6689619994 HENNESSEE CA 91030 Single Family Primary Refinance Rapid 67.96 67.58 350,000
6694309540 BONNING CA 94952 Single Family Primary Cash-out Refinance Rapid 58.11 58.11 469,000
6695011384 WURM CA 95112 Single Family Primary Purchase Rapid 80.00 79.93 342,400
6695688439 ALLEN CA 92835 Single Family Primary Purchase Rapid 57.37 57.33 381,000
6699337785 HUANG CA 95070 Single Family Primary Cash-out Refinance Standard 39.39 39.39 650,000
6699481161 MISKIN CA 95404 Single Family Primary Cash-out Refinance Rapid 75.00 74.93 356,250
6700288761 MISLANG CA 95035 PUD Primary Cash-out Refinance Rapid 75.00 75.00 375,000
6702096212 LAO CA 94122 Single Family Investor Refinance Rapid 64.74 64.74 382,000
6706360556 NASH CA 92620 PUD Primary Cash-out Refinance Rapid 68.45 68.45 345,700
6707155401 PUSCASIU CA 94705 Single Family Primary Purchase Rapid 80.00 79.93 650,000
6710249480 HAYTON CA 95128 Single Family Primary Refinance Rapid 51.82 51.74 298,000
6712622106 BUBAN CA 92630 PUD Primary Refinance Rapid 71.39 71.28 292,000
6715063803 GRAYSON CA 94523 Single Family Primary Purchase Rapid 80.00 79.87 372,000
6718186221 BUI CA 95035 PUD Primary Cash-out Refinance Rapid 64.06 64.06 410,000
6728492163 COBB CA 92663 Condominimum Primary Refinance Standard 42.85 42.79 390,000
6729211448 CERCOS III CA 94952 Single Family Primary Cash-out Refinance Standard 75.00 74.94 345,000
6731294309 VENKATA-NARAYAN CA 95054 PUD Primary Refinance Rapid 58.34 58.34 423,000
6735495373 HORLICK CA 92630 PUD Primary Purchase Standard 80.00 79.93 332,000
6737787215 HOLMES CA 94549 Single Family Primary Purchase Rapid 54.54 54.54 450,000
6741567462 MORISHITA CA 95136 Single Family Primary Cash-out Refinance Standard 70.00 69.94 441,000
6749572548 LIEBERMAN CA 95126 Single Family Primary Cash-out Refinance Standard 65.57 65.51 600,000
6750856301 DUKES CA 94587 Single Family Primary Refinance Standard 62.83 62.78 377,000
6755034862 OWENS CA 94546 Single Family Primary Refinance Standard 75.00 74.89 345,750
6755206262 RAGOGNETTI CA 92629 PUD Primary Purchase Rapid 59.59 59.59 295,000
6758121179 GREEN CA 92130 PUD Primary Purchase Rapid 69.70 69.65 550,000
6759819342 CALHOUN CA 95125 Single Family Primary Purchase Rapid 69.08 69.08 324,000
6776027812 GRAY JR CA 94530 Single Family Primary Purchase Rapid 80.00 79.87 477,600
6777531119 MEDIN CA 94558 Single Family Primary Purchase Standard 80.00 79.93 362,400
6778423217 HEINICKE CA 91001 Single Family Primary Purchase Rapid 80.00 79.93 336,000
6788814942 URAM CA 95073 Single Family Primary Cash-out Refinance Standard 67.69 67.58 350,000
6791862854 HEFLEY CA 92029 Single Family Primary Refinance Rapid 79.83 79.77 483,000
6793409647 RUDOLPH CA 92064 Single Family Primary Purchase Rapid 61.19 61.19 473,000
6799552580 RODDY CA 92651 Single Family Primary Purchase Standard 80.00 79.94 644,000
6800823517 MCPHAIL CA 95746 PUD Primary Purchase Rapid 75.16 75.04 555,500
6801705937 VILLA CA 94587 Single Family Primary Purchase Standard 59.48 59.43 494,000
6815631244 SCHAEFER CA 94123 Condominimum Primary Purchase Rapid 72.72 72.66 400,000
6817294181 SMITH CA 94080 Single Family Primary Cash-out Refinance Standard 75.00 75.00 333,750
6828543899 ROUSE CA 93921 Single Family Secondary Refinance Rapid 17.47 17.43 349,000
6832048869 FORMAN CA 92009 PUD Primary Purchase Standard 51.34 51.25 382,500
6837828752 SANTANA CA 95126 Single Family Primary Cash-out Refinance Standard 71.96 71.85 308,000
6838289749 GORDON CA 94705 Single Family Primary Purchase Rapid 80.00 80.00 375,200
6841796284 ALVIS CA 95062 Single Family Primary Refinance Standard 58.83 58.78 403,000
6849307324 DERKUM CA 90277 Single Family Primary Purchase Standard 80.00 79.93 368,000
6849901860 GOVINDARAJAN CA 94555 Single Family Primary Cash-out Refinance Rapid 74.94 74.89 371,000
6850891992 SCHAEFER CA 94903 Single Family Primary Cash-out Refinance Rapid 65.44 65.44 445,000
6861067665 GEYER CA 94611 Single Family Primary Purchase Rapid 55.81 55.65 379,000
6861323977 GAUMOND CA 92625 Two Family Primary Cash-out Refinance Standard 57.25 57.20 458,000
6866176248 LEON CA 94509 Single Family Primary Purchase Standard 74.11 74.05 519,020
6873152034 CARLEO CA 90277 Single Family Primary Refinance All Ready Home 58.33 58.33 583,300
6876826238 FULLER CA 92886 PUD Primary Purchase Rapid 70.83 70.77 425,000
6891124601 HENDERSON CA 92660 Single Family Primary Cash-out Refinance Standard 55.31 55.27 650,000
6893841491 MESA CA 91362 Condominimum Primary Purchase Rapid 80.00 79.93 372,000
6894233409 BASKIN CA 92618 PUD Primary Cash-out Refinance 77.50 77.38 325,500
6895018809 O'CONNELL CA 94022 Single Family Primary Refinance Rapid 29.90 29.88 314,000
6897304777 PIERCE CA 90403 Condominimum Primary Purchase Standard 80.00 80.00 375,200
6897503816 SHAW CA 94131 Single Family Primary Refinance Rapid 55.93 55.89 537,000
6898323768 SADEGHI CA 92625 PUD Primary Refinance Standard 40.71 40.71 570,000
6901390804 LEAVELL CA 94952 Single Family Primary Cash-out Refinance Standard 57.83 57.83 480,000
6902799938 MCCREADIE CA 92677 PUD Primary Purchase Standard 65.27 65.22 470,000
6908474767 WANG CA 91765 Single Family Primary Refinance Rapid 79.80 79.74 324,000
6912362883 BLOCK CA 94708 Single Family Primary Cash-out Refinance Rapid 51.52 51.52 371,000
6916804211 STACY CA 91001 Single Family Primary Purchase Standard 80.00 79.93 367,200
6918453389 SISMAN CA 92677 PUD Primary Refinance Standard 69.05 69.05 357,700
6918831402 HUNG CA 94122 Single Family Primary Purchase Standard 80.00 79.93 511,200
6921129984 MCKINNON CA 90505 Single Family Primary Refinance Rapid 74.06 74.01 382,200
6927064680 HASSETT CA 94044 Single Family Primary Cash-out Refinance Standard 63.72 63.72 325,000
6936341921 C0MBEL CA 94566 Single Family Primary Refinance Rapid 56.22 56.22 326,100
6936842480 STREETT CA 94523 Single Family Primary Refinance Rapid 77.00 76.94 539,000
6938319842 ROBLES CA 91381 Single Family Primary Refinance Standard 68.30 68.25 485,000
6941473149 SLASTEN CA 95672 PUD Primary Purchase Rapid 80.00 79.93 319,200
6945758651 LURSSEN CA 94937 Single Family Secondary Refinance Rapid 58.39 58.35 400,000
6946347496 JUNGE CA 94611 Single Family Primary Purchase Standard 75.00 74.94 513,750
6947308844 NGUYEN CA 95035 Single Family Primary Cash-out Refinance Rapid 60.71 60.61 340,000
6948916736 MITCHELL JR CA 95003 Single Family Primary Cash-out Refinance Rapid 34.57 34.54 325,000
6950386026 SALAZAR CA 95050 Single Family Primary Purchase Rapid 79.99 79.99 431,900
6956517145 MILLER CA 94579 Condominimum Primary Purchase Standard 80.00 79.93 320,000
6959747103 RAMALINGAM CA 94538 Single Family Primary Purchase Rapid 80.00 79.87 304,000
6965303099 LYONS JR CA 92692 Single Family Primary Refinance Rapid 71.77 71.71 323,000
6967007110 SIMON CA 91505 Single Family Primary Purchase Standard 80.00 79.81 716,000
6967448603 SMITH CA 94501 Single Family Primary Purchase Rapid 80.00 79.93 440,000
6971784779 GELFOND CA 94122 Single Family Primary Purchase Rapid 80.00 79.93 561,600
6972443789 RODRIGUEZ CA 91770 Single Family Primary Purchase Standard 95.00 94.87 322,050
6972814633 VANMETER CA 92651 Single Family Primary Refinance Standard 76.50 76.43 420,770
6976623733 VILLEGAS CA 92679 PUD Primary Purchase Rapid 60.00 60.00 315,000
6977191243 AHMADI CA 92648 PUD Primary Purchase Rapid 75.00 75.00 558,750
6979674287 ESHERICK CA 94109 Condominimum Primary Purchase Rapid 69.69 69.58 460,000
6984002573 HENSLEY CA 95650 PUD Primary Cash-out Refinance Rapid 51.97 51.77 395,000
6987544860 RAD CA 92656 PUD Primary Refinance Standard 67.01 66.94 325,000
6987689004 HAWKSLEY CA 95073 Single Family Primary Purchase Rapid 74.31 74.19 405,000
6988882293 BARDWELL CA 94619 Single Family Primary Cash-out Refinance Rapid 54.62 54.53 325,000
6994358031 ISHANANTO CA 94536 PUD Primary Purchase Rapid 80.00 79.86 312,000
6995542484 PHANSE CA 94555 PUD Primary Refinance Standard 80.00 79.94 500,000
6997592107 FESKO CA 92660 PUD Primary Purchase Rapid 80.00 80.00 373,600
6998093808 BROWN CA 95032 Single Family Primary Refinance All Ready Home 21.62 21.55 320,000
6998157173 CORNELL CA 95060 PUD Primary Refinance Standard 68.42 68.31 650,000
LOAN 1ST PAY MATURITY ORIG INTEREST MONTHLY CURRENT REMAIN SCHEDULED APPRAISAL SALES
NUMBER DATE DATE TERM RATE P&I DUE DATE TERM PB FICO VALUE PRICE
------ ---- ---- ---- ---- --- -------- ---- -- ---- ----- -----
0029145687 20010701 20310601 360 07.37 3,005.82 20010801 359 434,868.85 752 544,500 544,023
0029341914 20010401 20310301 360 07.25 5,423.30 20010801 356 792,495.31 777 1,495,000 -
0029404217 20010401 20310301 360 07.75 3,008.93 20010701 356 418,802.75 751 525,000 525,000
0029529468 20010501 20310401 360 07.50 2,041.71 20010701 357 291,345.80 715 390,000 -
0029538162 20010501 20310401 360 07.37 2,540.65 20010801 357 367,005.10 737 460,000 459,865
0029540465 20010501 20310401 360 07.37 2,279.23 20010801 357 329,221.14 702 975,000 -
0029573102 20010601 20310501 360 07.25 2,321.11 20010801 358 339,717.53 765 426,000 425,359
0029573490 20010601 20310501 360 07.50 2,389.92 20010801 358 341,291.08 644 428,000 427,293
0029578234 20010501 20310401 360 07.37 2,477.65 20010801 357 357,904.05 758 449,000 448,411
0029593993 20010501 20310401 360 07.25 2,442.20 20010801 357 357,157.08 697 500,000 -
0029605169 20010601 20310501 360 07.25 3,384.28 20010701 358 495,323.64 738 620,500 620,170
0029606795 20001001 20300901 360 08.75 4,483.80 20010801 350 566,091.09 642 635,000 633,304
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6618324708 20010701 20310601 360 07.37 2,175.63 20010701 359 314,760.31 779 420,000 -
6620740180 20010701 20310601 360 07.25 2,728.71 20010801 359 399,687.96 762 500,000 500,000
6624065725 20010601 20310501 360 07.37 3,798.72 20010701 358 549,160.41 645 990,000 -
6627553297 20010701 20310601 360 07.12 2,338.82 20010801 359 346,872.38 810 434,000 433,990
6631050587 20010701 20310601 360 07.25 2,394.44 20010701 359 350,726.19 677 540,000 -
6631760003 20010701 20310601 360 07.12 3,206.91 20010801 359 475,619.34 645 635,000 -
6633353112 20010601 20310501 360 07.37 2,797.24 20010801 358 404,181.75 801 950,000 -
6633546707 20010601 20310501 360 06.87 1,951.08 20010701 358 296,499.53 771 425,000 -
6641477499 20010601 20310501 360 07.50 2,517.18 20010701 358 359,463.97 649 530,000 -
6642632506 20010701 20310601 360 07.25 3,410.89 20010801 359 499,609.94 786 1,050,000 -
6642693466 20010801 20310701 360 07.37 2,569.32 20010801 360 372,000.00 742 465,000 465,000
6643152595 20010701 20310601 360 07.25 2,865.15 20010701 359 419,672.35 738 600,000 -
6644493444 20010701 20310601 360 07.87 2,617.49 20010701 359 360,749.56 707 451,500 451,247
6665102650 20010601 20310501 360 07.25 2,155.68 20010701 358 315,103.07 795 395,000 395,000
6666393621 20010601 20310501 360 07.25 2,826.94 20010801 358 413,751.50 725 518,000 518,000
6667360736 20010601 20310501 360 07.00 2,182.20 20010701 358 327,460.69 719 410,000 -
6667979667 20010601 20310501 360 07.25 4,024.85 20010801 358 589,076.68 682 1,290,000 -
6677995646 20010601 20310501 360 07.12 2,694.88 20010701 358 399,358.34 762 600,000 -
6678604155 20010701 20310601 360 07.37 2,679.82 20010801 359 387,704.76 797 525,000 -
6680442040 20010701 20310601 360 07.12 2,795.94 20010701 359 414,668.12 748 520,000 519,500
6681144702 20010601 20310501 360 07.00 4,324.47 20010701 358 648,931.29 788 3,000,000 -
6687223450 20010801 20310701 360 07.25 3,888.41 20010801 360 566,111.59 752 815,000 -
6689619994 20010701 20310601 360 07.00 2,328.56 20010901 359 349,041.67 803 515,000 -
6694309540 20010801 20310701 360 07.25 3,199.41 20010801 360 469,000.00 786 807,000 -
6695011384 20010701 20310601 360 07.25 2,335.78 20010801 359 342,132.89 741 429,000 428,000
6695688439 20010601 20310501 360 07.00 2,534.81 20010701 358 380,373.56 761 664,000 664,000
6699337785 20010701 20310601 360 07.37 4,489.39 20010701 359 649,505.40 683 1,650,000 -
6699481161 20010701 20310601 360 07.00 2,370.15 20010801 359 355,957.98 765 475,000 -
6700288761 20010701 20310601 360 07.25 2,558.17 20010701 359 374,707.46 742 500,000 -
6702096212 20010701 20310601 360 07.00 2,541.46 20010701 359 381,686.87 773 590,000 -
6706360556 20010701 20310601 360 07.25 2,358.29 20010701 359 345,430.31 739 505,000 -
6707155401 20010601 20310501 360 07.00 4,324.47 20010701 358 648,931.06 712 816,000 812,500
6710249480 20010601 20310501 360 07.00 1,982.61 20010801 358 297,510.02 791 575,000 -
6712622106 20010601 20310501 360 07.25 1,991.96 20010801 358 291,543.04 722 409,000 -
6715063803 20010601 20310501 360 07.12 2,506.24 20010801 358 371,403.25 750 465,000 465,000
6718186221 20010701 20310601 360 06.87 2,693.41 20010701 359 409,655.55 715 640,000 -
6728492163 20010601 20310501 360 07.25 2,660.49 20010801 358 389,389.68 802 910,000 -
6729211448 20010701 20310601 360 07.25 2,353.51 20010801 359 344,730.87 774 460,000 -
6731294309 20010701 20210601 240 06.87 3,247.86 20010701 239 422,175.58 768 725,000 -
6735495373 20010701 20310601 360 06.75 2,153.35 20010801 359 331,714.15 697 415,000 415,000
6737787215 20010701 20310601 360 07.75 3,223.86 20010701 359 449,682.39 775 850,000 825,000
6741567462 20010701 20310601 360 07.00 2,933.99 20010801 359 440,638.51 788 630,000 -
6749572548 20010701 20310601 360 06.87 3,941.58 20010801 359 599,495.92 666 915,000 -
6750856301 20010601 20310501 360 07.50 2,636.04 20010701 358 376,438.67 646 600,000 -
6755034862 20010601 20310501 360 07.62 2,447.20 20010801 358 345,247.91 622 461,000 -
6755206262 20010701 20310601 360 07.25 2,012.43 20010701 359 294,769.86 787 496,000 495,000
6758121179 20010601 20310501 360 07.00 3,659.17 20010701 358 549,095.69 773 800,000 788,990
6759819342 20010701 20310601 360 07.25 2,210.26 20010701 359 323,747.24 714 469,000 469,000
6776027812 20010601 20310501 360 07.37 3,298.67 20010801 358 476,870.93 787 597,000 597,000
6777531119 20010601 20310501 360 07.12 2,441.56 20010701 358 361,818.66 669 460,000 453,000
6778423217 20010701 20310601 360 07.12 2,263.70 20010801 359 335,731.30 755 420,000 420,000
6788814942 20010601 20310501 360 07.00 2,328.56 20010801 358 349,424.54 774 517,000 -
6791862854 20010601 20310501 360 07.25 3,294.92 20010701 358 482,244.14 740 605,000 -
6793409647 20010701 20310601 360 07.00 3,146.89 20010701 359 472,612.28 713 773,000 773,000
6799552580 20010701 20310601 360 07.75 4,613.70 20010801 359 643,545.47 729 805,000 805,000
6800823517 20010601 20310501 360 07.00 3,695.76 20010801 358 554,586.66 771 739,000 739,000
6801705937 20010601 20310501 360 07.50 3,454.12 20010701 358 493,264.47 751 845,000 830,492
6815631244 20010601 20310501 360 07.00 2,661.22 20010701 358 399,342.31 748 550,000 550,000
6817294181 20010701 20310601 360 06.87 2,192.50 20010701 359 333,469.61 680 445,000 -
6828543899 20010601 20310501 360 07.50 2,440.26 20010801 358 348,228.80 779 1,997,000 -
6832048869 20010601 20310501 360 07.12 2,576.98 20010801 358 381,886.41 709 750,000 745,000
6837828752 20010701 20310601 360 07.25 2,101.11 20010801 359 307,559.72 632 428,000 -
6838289749 20010701 20310601 360 07.12 2,527.80 20010701 359 374,899.95 740 469,000 469,000
6841796284 20010701 20310601 360 07.25 2,749.18 20010801 359 402,685.61 683 685,000 -
6849307324 20010701 20310601 360 07.25 2,510.41 20010801 359 367,712.92 687 460,000 460,000
6849901860 20010701 20310601 360 07.25 2,530.88 20010801 359 370,710.58 731 495,000 -
6850891992 20010701 20310601 360 07.50 3,111.51 20010701 359 444,669.74 788 680,000 -
6861067665 20010601 20310501 360 07.25 2,585.45 20010801 358 378,406.90 797 700,000 679,000
6861323977 20010701 20310601 360 07.00 3,047.09 20010801 359 457,624.58 666 800,000 -
6866176248 20010701 20310601 360 07.00 3,453.06 20010801 359 518,594.56 691 701,000 700,286
6873152034 20010701 20310601 360 07.37 4,028.71 20010701 359 582,856.16 756 1,000,000 -
6876826238 20010701 20310601 360 06.87 2,791.95 20010801 359 424,642.95 775 600,000 600,000
6891124601 20010601 20310501 360 07.25 4,434.15 20010701 358 648,982.80 698 1,175,000 -
6893841491 20010601 20310501 360 07.25 2,537.70 20010701 358 371,417.85 760 465,000 465,000
6894233409 20010501 20310401 360 07.50 2,275.95 20010701 357 324,770.75 679 420,000 -
6895018809 20010701 20310601 360 07.00 2,089.05 20010801 359 313,742.62 798 1,050,000 -
6897304777 20010701 20310601 360 07.50 2,623.46 20010701 359 374,921.54 760 470,000 469,000
6897503816 20010701 20310601 360 07.25 3,663.29 20010801 359 536,581.09 762 960,000 -
6898323768 20010701 20310601 360 07.00 3,792.23 20010701 359 569,532.77 676 1,400,000 -
6901390804 20010701 20310601 360 06.75 3,113.28 20010701 359 479,586.72 808 830,000 -
6902799938 20010701 20310601 360 07.00 3,126.93 20010801 359 469,614.74 677 720,000 720,000
6908474767 20010601 20310501 360 07.25 2,210.26 20010701 358 323,492.95 739 406,000 -
6912362883 20010701 20310601 360 07.25 2,530.88 20010701 359 370,710.58 773 720,000 -
6916804211 20010601 20310501 360 07.12 2,473.90 20010701 358 366,610.96 685 459,000 459,000
6918453389 20010701 20310601 360 06.87 2,349.84 20010701 359 357,399.48 785 518,000 -
6918831402 20010701 20310601 360 07.00 3,401.03 20010801 359 510,780.97 794 639,000 639,000
6921129984 20010701 20310601 360 07.50 2,672.40 20010801 359 381,916.35 712 516,000 -
6927064680 20010701 20310601 360 07.37 2,244.70 20010701 359 324,752.70 604 510,000 -
6936341921 20010701 20310601 360 07.50 2,280.14 20010701 359 325,857.99 722 580,000 -
6936842480 20010601 20310501 360 07.50 3,768.77 20010701 358 538,197.46 738 700,000 -
6938319842 20010601 20310501 360 07.00 3,226.72 20010701 358 484,202.58 662 710,000 -
6941473149 20010601 20310501 360 07.37 2,204.64 20010701 358 318,712.73 725 400,000 399,000
6945758651 20010601 20310501 360 07.50 2,796.86 20010701 358 399,404.43 770 685,000 -
6946347496 20010701 20310601 360 07.62 3,636.30 20010801 359 513,378.15 771 685,000 685,000
6947308844 20010601 20310501 360 06.87 2,233.56 20010801 358 339,427.08 703 560,000 -
6948916736 20010601 20310501 360 07.50 2,272.45 20010701 358 324,516.09 733 940,000 -
6950386026 20010701 20310601 360 07.62 3,056.97 20010701 359 431,587.39 744 540,000 539,900
6956517145 20010701 20310601 360 07.12 2,155.90 20010801 359 319,744.00 744 400,000 400,000
6959747103 20010601 20310501 360 07.12 2,048.11 20010801 358 303,512.34 765 380,000 380,000
6965303099 20010701 20310601 360 07.00 2,148.93 20010801 359 322,735.24 731 450,000 -
6967007110 20010501 20310401 360 07.25 4,884.39 20010801 357 714,314.18 763 895,000 895,000
6967448603 20010601 20310501 360 07.37 3,038.98 20010701 358 439,328.32 774 550,000 550,000
6971784779 20010701 20310601 360 07.00 3,736.34 20010801 359 561,139.66 788 702,000 702,000
6972443789 20010601 20310501 360 08.25 2,419.46 20010801 358 321,637.85 725 339,000 339,000
6972814633 20010701 20310601 360 06.62 2,694.24 20010801 359 420,398.76 656 550,000 -
6976623733 20010701 20310601 360 07.00 2,095.71 20010701 359 314,741.79 813 552,000 525,000
6977191243 20010701 20310601 360 07.50 3,906.87 20010701 359 558,335.32 807 745,000 745,000
6979674287 20010601 20310501 360 07.25 3,138.02 20010801 358 459,280.13 783 660,000 660,000
6984002573 20010501 20310401 360 07.12 2,661.19 20010801 357 393,527.82 798 760,000 -
6987544860 20010701 20310601 360 07.00 2,162.24 20010801 359 324,695.83 610 485,000 -
6987689004 20010501 20310401 360 07.25 2,762.82 20010701 357 404,046.44 782 547,000 545,000
6988882293 20010601 20310501 360 07.12 2,189.59 20010801 358 324,478.65 718 595,000 -
6994358031 20010601 20310501 360 07.37 2,154.91 20010801 358 311,523.72 740 390,000 390,000
6995542484 20010601 20310501 360 07.50 3,496.08 20010701 358 499,255.52 696 625,000 -
6997592107 20010701 20310601 360 07.25 2,548.62 20010701 359 373,308.55 775 470,000 467,000
6998093808 20010601 20310501 360 07.50 2,237.49 20010901 358 319,324.78 702 1,480,000 -
6998157173 20010601 20310501 360 07.50 4,544.90 20010801 358 649,032.19 681 950,000 -
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 July 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 July 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 2001-8, Class ___, having an initial aggregate
Certificate Balance as of July 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 July 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 2001-8, Class ___, having an initial aggregate
Certificate Balance as of July 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 July 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.
___ 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 Transferred
Yes No Certificates only for the Transferee's own account?
6. If the answer to the foregoing question is "no," then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.
7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's purchase of the Transferred
Certificates will constitute a reaffirmation of this certification as of the
date of such purchase. In addition, if the Transferee is a bank or savings and
loan as provided above, the Transferee agrees that it will furnish to such
parties any updated annual financial statements that become available on or
before the date of such purchase, promptly after they become available.
--------------------------------------------------
Print Name of Transferee
By:
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Name:
---------------------------------------------
Title:
--------------------------------------------
Date:
---------------------------------------------
- --------
(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.
ANNEX 2 TO EXHIBIT G-2A
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Transferees That Are Registered Investment Companies]
The undersigned hereby certifies as follows to [_________________] (the
"Transferor") and The Bank of New York, as Trustee, with respect to the mortgage
pass-through certificates (the "Transferred Certificates") described in the
Transferee certificate to which this certification relates and to which this
certification is an Annex:
1. As indicated below, the undersigned is the chief financial officer, a
person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificates (the "Transferee") or, if the
Transferee is a "qualified institutional buyer" as that term is defined in Rule
144A ("Rule 144A") under the Securities Act of 1933, as amended, because the
Transferee is part of a Family of Investment Companies (as defined below), is an
executive officer of the investment adviser (the "Adviser").
2. The Transferee is a "qualified institutional buyer" as defined in Rule
144A because (i) the Transferee is an investment company registered under the
Investment Company Act of 1940, and (ii) as marked below, the Transferee alone
owned and/or invested on a discretionary basis, or the Transferee's Family of
Investment Companies owned, at least $100,000,000 in securities (other than the
excluded securities referred to below) as of the end of the Transferee's most
recent fiscal year. For purposes of determining the amount of securities owned
by the Transferee or the Transferee's Family of Investment Companies, the cost
of such securities was used, unless the Transferee or any member of the
Transferee's Family of Investment Companies, as the case may be, reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities of such entity were valued at
market.
____ The Transferee owned and/or invested on a discretionary basis
$____________________ in securities (other than the excluded
securities referred to below) as of the end of the Transferee's most
recent fiscal year (such amount being calculated in accordance with
Rule 144A).
____ The Transferee is part of a Family of Investment Companies which
owned in the aggregate $__________________ in securities (other than
the excluded securities referred to below) as of the end of the
Transferee's most recent fiscal year (such amount being calculated
in accordance with Rule 144A).
3. The term "Family of Investment Companies" as used herein means two or
more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).
4. The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Transferee or are part of the Transferee's
Family of Investment Companies, (ii) bank deposit notes and certificates of
deposit, (iii) loan participations, (iv) repurchase agreements, (v) securities
owned but subject to a repurchase agreement and (vi) currency, interest rate and
commodity swaps. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Transferee, or owned by
the Transferee's Family of Investment Companies, the securities referred to in
this paragraph were excluded.
5. The Transferee is familiar with Rule 144A and understands that the
Transferor and other parties related to the Transferred Certificates are relying
and will continue to rely on the statements made herein because one or more
sales to the Transferee will be in reliance on Rule 144A.
____ ____ Will the Transferee be purchasing the Transferred
Yes No Certificates only for the Transferee's own account?
6. If the answer to the foregoing question is "no," then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.
7. The undersigned will notify the parties to which this certification is
made of any changes in the information and conclusions herein. Until such
notice, the Transferee's purchase of the Transferred Certificates will
constitute a reaffirmation of this certification by the undersigned as of the
date of such purchase.
-------------------------------------------------
Print Name of Transferee or Adviser
By:
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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 2001-8, Class ___, having an initial aggregate
Certificate Principal Balance as of July 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
July 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:
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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 2001-8, Class ___, having an initial aggregate
Certificate Principal Balance as of July 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
July 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 2001-8
STATE OF )
) ss:
COUNTY OF )
The undersigned, being first duly sworn, deposes and says as follows:
1. The undersigned is an officer of _______________________________, the
proposed transferee (the "Transferee") of the Class 1-A-R or Class 1-A-LR
Certificate (the "Certificate") issued pursuant to the Pooling and Servicing
Agreement, dated July 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
EXHIBIT M
PAC GROUP SCHEDULE AND TAC GROUP SCHEDULE
PAYMENT DATE PAC GROUP TAC GROUP
- ------------ --------- ---------
Initial Balance............................. $82,937,000.00 $58,917,000.00
August 25, 2001............................. 82,937,000.00 58,512,796.21
September 25, 2001.......................... 82,937,000.00 58,020,723.15
October 25, 2001............................ 82,937,000.00 57,440,982.86
November 25, 2001........................... 82,937,000.00 56,773,860.21
December 25, 2001........................... 82,937,000.00 56,019,752.00
January 25, 2002............................ 82,440,575.20 55,675,591.96
February 25, 2002........................... 81,900,752.20 55,288,974.36
March 25, 2002.............................. 81,317,764.96 54,860,397.74
April 25, 2002.............................. 80,691,875.46 54,390,443.62
May 25, 2002................................ 80,023,373.57 53,879,775.81
June 25, 2002............................... 79,312,576.86 53,329,139.54
July 25, 2002............................... 78,559,830.36 52,739,360.35
August 25, 2002............................. 77,765,506.33 52,111,342.78
September 25, 2002.......................... 76,930,004.00 51,446,068.86
October 25, 2002............................ 76,053,749.24 50,744,596.37
November 25, 2002........................... 75,137,194.23 50,008,056.97
December 25, 2002........................... 74,180,817.11 49,237,654.02
January 25, 2003............................ 73,185,121.57 48,434,660.31
February 25, 2003........................... 72,150,636.43 47,600,415.51
March 25, 2003.............................. 71,077,915.22 46,736,323.54
April 25, 2003.............................. 69,967,535.67 45,843,849.69
May 25, 2003................................ 68,820,099.20 44,924,517.56
June 25, 2003............................... 67,636,230.43 43,979,905.88
July 25, 2003............................... 66,416,576.61 43,011,645.18
August 25, 2003............................. 65,161,807.02 42,021,414.26
September 25, 2003.......................... 63,872,612.37 41,010,936.57
October 25, 2003............................ 62,549,704.22 39,981,976.47
November 25, 2003........................... 61,193,814.25 38,936,335.31
December 25, 2003........................... 59,835,871.03 37,904,511.85
January 25, 2004............................ 58,486,891.18 36,897,002.50
February 25, 2004........................... 57,146,817.13 35,913,408.13
March 25, 2004.............................. 55,815,591.68 34,953,335.45
April 25, 2004.............................. 54,493,158.01 34,016,396.93
May 25, 2004................................ 53,179,459.66 33,102,210.70
June 25, 2004............................... 51,874,440.54 32,210,400.49
July 25, 2004............................... 50,578,044.94 31,340,595.53
August 25, 2004............................. 49,290,217.50 30,492,430.51
September 25, 2004.......................... 48,010,903.23 29,665,545.46
October 25, 2004............................ 46,740,047.50 28,859,585.69
November 25, 2004........................... 45,477,596.02 28,074,201.74
December 25, 2004........................... 44,223,494.89 27,309,049.27
January 25, 2005............................ 42,977,690.52 26,563,789.01
February 25, 2005........................... 41,740,129.71 25,838,086.71
March 25, 2005.............................. 40,510,759.57 25,131,612.99
April 25, 2005.............................. 39,289,527.59 24,444,043.38
May 25, 2005................................ 38,076,381.58 23,775,058.16
June 25, 2005............................... 36,871,269.70 23,124,342.35
July 25, 2005............................... 35,674,140.46 22,491,585.62
August 25, 2005............................. 34,484,942.69 21,876,482.21
September 25, 2005.......................... 33,303,625.55 21,278,730.91
October 25, 2005............................ 32,130,138.55 20,698,034.95
November 25, 2005........................... 30,964,431.54 20,134,101.97
December 25, 2005........................... 29,806,454.66 19,586,643.94
January 25, 2006............................ 28,656,158.40 19,055,377.09
February 25, 2006........................... 27,513,493.59 18,540,021.89
March 25, 2006.............................. 26,378,411.36 18,040,302.95
April 25, 2006.............................. 25,250,863.15 17,555,948.98
May 25, 2006................................ 24,130,800.75 17,086,692.71
June 25, 2006............................... 23,018,176.25 16,632,270.88
July 25, 2006............................... 21,912,942.04 16,192,424.13
August 25, 2006............................. 20,876,209.46 15,824,694.32
September 25, 2006.......................... 19,846,658.55 15,470,620.59
October 25, 2006............................ 18,824,242.84 15,129,956.62
November 25, 2006........................... 17,808,916.16 14,802,459.77
December 25, 2006........................... 16,800,632.63 14,487,891.04
January 25, 2007............................ 15,799,346.69 14,186,015.05
February 25, 2007........................... 14,805,013.07 13,896,599.94
March 25, 2007.............................. 13,817,586.81 13,619,417.35
April 25, 2007.............................. 12,837,023.22 13,354,242.37
May 25, 2007................................ 11,863,277.95 13,100,853.48
June 25, 2007............................... 10,896,306.89 12,859,032.51
July 25, 2007............................... 9,936,066.25 12,628,564.58
August 25, 2007............................. 9,002,513.83 12,426,962.39
September 25, 2007.......................... 8,075,508.08 12,236,004.38
October 25, 2007............................ 7,155,006.31 12,055,487.70
November 25, 2007........................... 6,240,966.11 11,885,212.54
December 25, 2007........................... 5,333,345.36 11,724,982.19
January 25, 2008............................ 4,432,102.21 11,574,602.93
February 25, 2008........................... 3,537,195.08 11,433,884.02
March 25, 2008.............................. 2,648,582.68 11,302,637.64
April 25, 2008.............................. 1,766,223.97 11,180,678.85
May 25, 2008................................ 890,078.21 11,067,825.57
June 25, 2008............................... 20,104.91 10,963,898.50
July 25, 2008............................... 0.00 10,024,984.99
August 25, 2008............................. 0.00 9,151,175.96
September 25, 2008.......................... 0.00 8,290,790.49
October 25, 2008............................ 0.00 7,443,631.16
November 25, 2008........................... 0.00 6,609,503.35
December 25, 2008........................... 0.00 5,788,215.17
January 25, 2009............................ 0.00 4,979,577.42
February 25, 2009........................... 0.00 4,183,403.55
March 25, 2009.............................. 0.00 3,399,509.64
April 25, 2009.............................. 0.00 2,627,714.35
May 25, 2009................................ 0.00 1,867,838.90
June 25, 2009............................... 0.00 1,119,707.01
July 25, 2009............................... 0.00 383,144.89
August 25, 2009............................. 0.00 0.00